SYNOVUS FINANCIAL CORP - Quarter Report: 2023 September (Form 10-Q)

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 September 30, 2023

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

______________________________


Securities registered pursuant to Section 12(b) of the Act:
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 Section 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 October 31, 2023, 146,241,890 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

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022

Notes to Unaudited Interim Consolidated Financial Statements

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

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 (loss)

ASC – Accounting Standards Codification

ASU – Accounting Standards Update

ATM – Automatic teller machine

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

CIB – Corporate and Investment Banking

CMO – Collateralized mortgage obligation

Code – Internal Revenue Code, as amended

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

ESG – Environmental, social, and governance

EVE – Economic value of equity

Exchange Act – Securities Exchange Act of 1934, as amended

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

FDM – Financial Difficulty Modification

Federal Reserve Bank – One of the 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board, supervise bank holding companies and certain banking institutions, 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 or Federal Reserve – The Federal Reserve Board plus 12 Federal Reserve Banks, with each one serving member banks in its own district. The Federal Reserve has broad regulatory powers over the money supply and the credit structure of the economy

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

FOMC – Federal Open Market Committee

FTP – Funds transfer pricing

GA DBF – Georgia Department of Banking and Finance

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

HTC– Historic tax 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

ITC– Investment tax credits

LIBOR – London Interbank Offered Rate

LIHTC – Low Income Housing Tax Credit

LTV – Loan-to-collateral value ratio

MBS – Mortgage-backed security

MPS – Merchant processing servicer(s)

NAICS – North American Industry Classification System

nm – not meaningful

NPA – Non-performing assets

NPL – Non-performing loans

NSF – Non-sufficient funds

OCI – Other comprehensive income (loss)

ORE – Other real estate

Parent Company – Synovus Financial Corp.

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

Qualpay – Qualpay, Inc.

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' 2022 Form 10-K – Synovus' Annual Report on Form 10-K for the year ended December 31, 2022

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)

TE – Taxable equivalent

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)	September 30, 2023		December 31, 2022
ASSETS
Cash and due from banks	$	604,631	$	624,097
Interest-bearing funds with Federal Reserve Bank	1,431,356		1,280,684
Interest earning deposits with banks	65,468		34,632
Federal funds sold and securities purchased under resale agreements	36,176		38,367
Total cash, cash equivalents, and restricted cash	2,137,631		1,977,780
Investment securities available for sale, at fair value	9,237,191		9,678,103
Loans held for sale (includes $48,994 and $51,136 measured at fair value, respectively)	66,558		391,502
Loans, net of deferred fees and costs	43,679,910		43,716,353
Allowance for loan losses	(477,532)		(443,424)
Loans, net	43,202,378		43,272,929
Cash surrender value of bank-owned life insurance	1,107,092		1,089,280
Premises, equipment, and software, net	364,054		370,632
Goodwill	479,851		452,390
Other intangible assets, net	49,096		27,124
Other assets	2,699,079		2,471,638
Total assets	$	59,342,930	$	59,731,378
LIABILITIES AND EQUITY
Liabilities
Deposits:
Non-interest-bearing deposits	$	12,976,574	$	15,639,899
Interest-bearing deposits	37,227,316		33,231,660
Total deposits	50,203,890		48,871,559
Federal funds purchased and securities sold under repurchase agreements	98,270		146,588
Other short-term borrowings	2,362		603,384
Long-term debt	2,704,701		4,109,597
Other liabilities	1,772,139		1,524,449
Total liabilities	54,781,362		55,255,577
Equity
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 170,859,506 and 170,141,492, respectively; outstanding 146,204,648 and 145,486,634, respectively	170,860		170,141
Additional paid-in capital	3,940,507		3,920,346
Treasury stock, at cost; 24,654,858 shares	(944,484)		(944,484)
Accumulated other comprehensive income (loss), net	(1,679,404)		(1,442,117)
Retained earnings	2,512,334		2,234,770
Total Synovus Financial Corp. shareholders' equity	4,536,958		4,475,801
Noncontrolling interest in subsidiary	24,610		—
Total equity	4,561,568		4,475,801
Total liabilities and equity	$	59,342,930	$	59,731,378

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2023		2022		2023		2022
Interest income:
Loans, including fees	$	686,094	$	478,448	$	1,985,881	$	1,230,847
Investment securities available for sale	61,642		53,550		183,118		151,111
Loans held for sale	17,914		12,017		29,292		26,798
Federal Reserve Bank balances	15,483		5,584		49,711		7,965
Other earning assets	4,906		1,700		14,059		4,412
Total interest income	786,039		551,299		2,262,061		1,421,133
Interest expense:
Deposits	292,060		46,917		707,774		79,077
Long-term debt	50,524		22,156		148,968		41,069
Other borrowings	296		4,307		25,877		5,432
Total interest expense	342,880		73,380		882,619		125,578
Net interest income	443,159		477,919		1,379,442		1,295,555
Provision for (reversal of) credit losses	72,572		25,581		143,607		49,669
Net interest income after provision for (reversal of) credit losses	370,587		452,338		1,235,835		1,245,886
Non-interest revenue:
Service charges on deposit accounts	21,385		23,398		67,836		69,428
Fiduciary and asset management fees	20,205		19,201		59,928		59,577
Card fees	18,602		15,101		51,485		45,946
Brokerage revenue	20,237		17,140		63,703		47,038
Mortgage banking income	3,671		5,065		12,138		14,922
Capital markets income	6,377		6,839		27,077		19,704
Income from bank-owned life insurance	6,965		6,792		21,106		22,514
Investment securities gains (losses), net	—		—		1,030		—
Recovery of NPA	—		—		13,126		—
Other non-interest revenue	9,697		10,762		35,112		27,768
Total non-interest revenue	107,139		104,298		352,541		306,897
Non-interest expense:
Salaries and other personnel expense	179,741		173,334		551,667		499,081
Net occupancy, equipment, and software expense	45,790		43,462		131,435		129,538
Third-party processing and other services	21,439		22,539		64,932		65,486
Professional fees	10,147		6,755		28,707		26,094
FDIC insurance and other regulatory fees	11,837		7,707		33,266		20,851
Restructuring charges (reversals)	17,319		956		16,476		(7,318)
Loss on other loans held for sale	30,954		—		50,064		—
Other operating expense	36,305		39,257		106,019		114,779
Total non-interest expense	353,532		294,010		982,566		848,511
Income before income taxes	124,194		262,626		605,810		704,272
Income tax expense	27,729		59,582		133,242		152,140
Net income	96,465		203,044		472,568		552,132
Less: Net income (loss) attributable to noncontrolling interest	(630)		—		(796)		—
Net income attributable to Synovus Financial Corp.	97,095		203,044		473,364		552,132
Less: Preferred stock dividends	9,672		8,291		26,254		24,872
Net income available to common shareholders	$	87,423	$	194,753	$	447,110	$	527,260
Net income per common share, basic	$	0.60	$	1.34	$	3.06	$	3.63
Net income per common share, diluted	0.60		1.33		3.05		3.60
Weighted average common shares outstanding, basic	146,170		145,386		146,028		145,329
Weighted average common shares outstanding, diluted	146,740		146,418		146,683		146,465

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended September 30,
	2023						2022
(in thousands)	Before-tax Amount		Income Tax		Net of Tax Amount		Before-tax Amount		Income Tax		Net of Tax Amount
Net income	$	124,194	$	(27,729)	$	96,465	$	262,626	$	(59,582)	$	203,044
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period	(384,866)		93,676		(291,190)		(565,121)		134,668		(430,453)
Reclassification adjustment for realized (gains) losses included in net income	—		—		—		—		—		—
Net change	(384,866)		93,676		(291,190)		(565,121)		134,668		(430,453)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period	(39,096)		9,516		(29,580)		(111,549)		26,582		(84,967)
Reclassification adjustment for realized (gains) losses included in net income	48,296		(11,755)		36,541		10,253		(2,442)		7,811
Net change	9,200		(2,239)		6,961		(101,296)		24,140		(77,156)
Total other comprehensive income (loss)	$	(375,666)	$	91,437	$	(284,229)	$	(666,417)	$	158,808	$	(507,609)
Comprehensive income (loss)					(187,764)						(304,565)
Less: comprehensive income (loss) attributable to noncontrolling interest					(630)						—
Comprehensive income (loss) attributable to Synovus Financial Corp.					$	(187,134)					$	(304,565)

	Nine Months Ended September 30,
	2023						2022
(in thousands)	Before-tax Amount		Income Tax		Net of Tax Amount		Before-tax Amount		Income Tax		Net of Tax Amount
Net income	$	605,810	$	(133,242)	$	472,568	$	704,272	$	(152,140)	$	552,132
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period	(341,310)		83,075		(258,235)		(1,616,011)		384,019		(1,231,992)
Reclassification adjustment for realized (gains) losses included in net income	(1,030)		251		(779)		—		—		—
Net change	(342,340)		83,326		(259,014)		(1,616,011)		384,019		(1,231,992)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period	(102,218)		24,880		(77,338)		(284,216)		67,685		(216,531)
Reclassification adjustment for realized (gains) losses included in net income	130,935		(31,870)		99,065		(4,556)		1,086		(3,470)
Net change	28,717		(6,990)		21,727		(288,772)		68,771		(220,001)
Total other comprehensive income (loss)	$	(313,623)	$	76,336	$	(237,287)	$	(1,904,783)	$	452,790	$	(1,451,993)
Comprehensive income (loss)					235,281						(899,861)
Less: comprehensive income (loss) attributable to noncontrolling interest					(796)						—
Comprehensive income (loss) attributable to Synovus Financial Corp.					$	236,077					$	(899,861)

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited)


	Synovus Financial Corp. Shareholders' Equity

(in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Noncontrolling Interest		Total
Balance at June 30, 2023	$	537,145	$	170,808	$	3,933,548	$	(944,484)	$	(1,395,175)	$	2,480,686	25,240		$	4,807,768

Net income (loss)	—		—		—		—		—		97,095		(630)		96,465
Other comprehensive income (loss), net of income taxes	—		—		—		—		(284,229)		—		—		(284,229)
Cash dividends declared on common stock - $0.38 per share	—		—		—		—		—		(55,564)		—		(55,564)
Cash dividends declared on preferred stock(1)	—		—		—		—		—		(9,672)		—		(9,672)

Restricted share unit vesting and taxes paid related to net share settlement	—		51		(589)		—		—		(211)		—		(749)
Stock options exercised, net	—		1		8		—		—		—		—		9
Share-based compensation expense	—		—		7,540		—		—		—		—		7,540

Balance at September 30, 2023	$	537,145	$	170,860	$	3,940,507	$	(944,484)	$	(1,679,404)	$	2,512,334	$	24,610	$	4,561,568

Balance at June 30, 2022	$	537,145	$	170,013	$	3,908,118	$	(944,484)	$	(1,026,705)	$	1,940,351	$	—	$	4,584,438
Net income (loss)	—		—		—		—		—		203,044		—		203,044
Other comprehensive income (loss), net of income taxes	—		—		—		—		(507,609)		—		—		(507,609)
Cash dividends declared on common stock - $0.34 per share	—		—		—		—		—		(49,439)		—		(49,439)
Cash dividends declared on preferred stock(2)	—		—		—		—		—		(8,291)		—		(8,291)


Restricted share unit vesting and taxes paid related to net share settlement	—		40		385		—		—		(1,124)		—		(699)
Stock options exercised, net	—		45		785		—		—		—		—		830
Share-based compensation expense	—		—		7,441		—		—		—		—		7,441

Balance at September 30, 2022	$	537,145	$	170,098	$	3,916,729	$	(944,484)	$	(1,534,314)	$	2,084,541	$	—	$	4,229,715


	Synovus Financial Corp. Shareholders' Equity

(in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Noncontrolling Interest		Total
Balance at December 31, 2022	$	537,145	$	170,141	$	3,920,346	$	(944,484)	$	(1,442,117)	$	2,234,770	$	—	$	4,475,801
Cumulative-effect of change in accounting principle for ASU 2023-02	—		—		—		—		—		(297)		—		(297)
Net income (loss)	—		—		—		—		—		473,364		(796)		472,568
Other comprehensive income (loss), net of income taxes	—		—		—		—		(237,287)		—		—		(237,287)
Cash dividends declared on common stock - $1.14 per share	—		—		—		—		—		(166,602)		—		(166,602)
Cash dividends declared on preferred stock(1)	—		—		—		—		—		(26,254)		—		(26,254)

Restricted share unit vesting and taxes paid related to net share settlement	—		517		(8,821)		—		—		(2,647)		—		(10,951)
Stock options exercised, net	—		202		3,532		—		—		—		—		3,734
Share-based compensation expense	—		—		25,450		—		—		—		—		25,450
Acquisition of noncontrolling interest	—		—		—		—		—		—		25,406		25,406
Balance at September 30, 2023	$	537,145	$	170,860	$	3,940,507	$	(944,484)	$	(1,679,404)	$	2,512,334	$	24,610	$	4,561,568

Balance at December 31, 2021	$	537,145	$	169,384	$	3,894,109	$	(931,497)	$	(82,321)	$	1,709,980	$	—	$	5,296,800
Net income (loss)	—		—		—		—		—		552,132		—		552,132
Other comprehensive income (loss), net of income taxes	—		—		—		—		(1,451,993)		—		—		(1,451,993)
Cash dividends declared on common stock - $1.02 per share	—		—		—		—		—		(148,297)		—		(148,297)
Cash dividends declared on preferred stock(2)	—		—		—		—		—		(24,872)		—		(24,872)
Repurchases of common stock including costs to repurchase	—		—		—		(12,987)		—		—		—		(12,987)

Restricted share unit vesting and taxes paid related to net share settlement	—		391		(5,677)		—		—		(4,402)		—		(9,688)
Stock options exercised, net	—		323		6,111		—		—		—		—		6,434

Share-based compensation expense	—		—		22,186		—		—		—		—		22,186

Balance at September 30, 2022	$	537,145	$	170,098	$	3,916,729	$	(944,484)	$	(1,534,314)	$	2,084,541	$	—	$	4,229,715

(1) For the three and nine months ended September 30, 2023, dividends per share were $0.57 and $1.35 for Series D and $0.37 and $1.10 for Series E Preferred Stock, respectively.

(2) For the three and nine months ended September 30, 2022, dividends per share were $0.39 and $1.18 for Series D and $0.37 and $1.10 for Series E Preferred Stock, respectively.

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
(in thousands)	2023		2022
Operating Activities
Net income	$	472,568	$	552,132
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for (reversal of) credit losses	143,607		49,669
Depreciation, amortization, and accretion, net	63,554		53,352
Deferred income tax expense (benefit)	22,827		(11,800)
Originations of loans held for sale	(468,407)		(3,062,036)
Proceeds from sales and payments on loans held for sale	798,317		3,113,210
Gain on sales of loans held for sale, net	(7,781)		(10,837)
(Increase) decrease in other assets	(250,016)		(54,211)
Increase (decrease) in other liabilities	170,688		(41,711)
Investment securities (gains) losses, net	(1,030)		—
Share-based compensation expense	24,851		22,385
Loss on sales of loans	50,064		—
Other	(2,832)		677
Net cash provided by (used in) operating activities	1,016,410		610,830
Investing Activities
Net cash received (paid) for business combination and divestiture	8,359		—
Proceeds from maturities and principal collections of investment securities available for sale	714,090		1,725,243
Proceeds from sales of investment securities available for sale	82,595		—
Purchases of investment securities available for sale	(709,932)		(2,037,176)
Net proceeds from sales of loans	1,642,232		63,159
Purchases of loans	(10,623)		(514,475)
Net (increase) decrease in loans	(1,750,770)		(2,821,297)
Net (purchases) redemptions of Federal Home Loan Bank stock	95,185		(145,075)
Net (purchases) redemptions of Federal Reserve Bank stock	(15,679)		4,037
Net proceeds from settlement (purchases) of bank-owned life insurance policies	3,360		4,499
Net increase in premises, equipment and software	(20,557)		(21,487)
Other	9,367		48,784
Net cash provided by (used in) investing activities	47,627		(3,693,788)
Financing Activities
Net increase (decrease) in deposits	1,339,392		(1,709,371)
Net increase (decrease) in federal funds purchased and securities sold under repurchase agreements	(48,318)		(23,923)
Net increase (decrease) in other short-term borrowings	(601,022)		614,332
Repayments and redemption of long-term debt	(4,621,226)		(400,000)
Proceeds from long-term debt, net	3,220,912		3,647,693
Dividends paid to common shareholders	(160,503)		(146,709)
Dividends paid to preferred shareholders	(26,204)		(24,872)
Repurchases of common stock	—		(12,987)
Issuances, net of taxes paid, under equity compensation plans	(7,217)		(3,254)
Net cash provided by (used in) financing activities	(904,186)		1,940,909
Increase (decrease) in cash and cash equivalents including restricted cash	159,851		(1,142,049)
Cash, cash equivalents, and restricted cash, at beginning of period	1,977,780		3,009,853
Cash, cash equivalents, and restricted cash at end of period	$	2,137,631	$	1,867,804

Supplemental Disclosures:
Income taxes paid	$	60,082	$	139,556
Interest paid	780,407		111,441
Non-cash Activities
Settlement of acquired debt	31,109		—

See accompanying notes to unaudited interim consolidated financial statements.

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 consumer banking in addition to a full suite of specialized products and services, including private banking, treasury management, wealth management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, 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 Creative Financial Group division. On September 30, 2023, Synovus sold its asset management firm GLOBALT to its management team. Synovus Bank is positioned in markets in the Southeast, with 246 branches and 358 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 (loss), 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' 2022 Form 10-K.

Acquisition

On June 1, 2023, Synovus acquired a 60% equity interest in Qualpay, a provider of a cloud-based platform that combines a payment gateway with merchant processing solutions, allowing merchants and independent software vendors to integrate payments into their software or websites. As part of this acquisition, Synovus acquired three of the five seats on Qualpay's Board of Directors.

Under the terms of the agreement, Synovus acquired a controlling interest in Qualpay in exchange for $7.0 million in cash and the settlement of Qualpay's debt to Synovus of $31.1 million. Synovus accounted for the transaction as a business combination and recorded the assets acquired, which primarily consisted of intangible assets and goodwill, liabilities assumed, noncontrolling interest, and consideration exchanged, at their preliminary estimated fair values on the acquisition date. Refer to Note 4 - Goodwill and Other Intangible Assets for additional information. The transaction was not material to the consolidated statements of income for the three and nine months ended September 30, 2023.

Investments in Tax Credit Structures

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 new market tax credit partnerships pursuant to Section 45D of the Code, certain HTCs pursuant to Section 47 of the Code, and certain ITCs 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 applies the proportional amortization method of accounting for its LIHTC and HTC partnerships. Effective January 1, 2023, upon the adoption of ASU 2023-02, Synovus also began applying the proportional amortization method of accounting to its qualifying new market tax credit partnership. Following Synovus' new investment in a solar energy tax credit partnership during the three months ended September 30, 2023, Synovus made an election to apply the proportional amortization method of accounting to qualifying solar energy tax credit partnerships. The proportional amortization method recognizes the amortized cost of the investment as a component of income tax expense. Prior to the adoption of ASU 2023-02, Synovus applied the equity method of accounting to its new market tax credit partnership. See "Recent Accounting Pronouncements" below for the impact of adoption. The net impact of tax credits and amortization expense related to the tax credit structures had an immaterial impact on income tax expense for the three and nine months ended September 30, 2023 and 2022.

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 revenue and expense for the periods presented. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the ACL, estimates of fair value, income taxes, and contingent liabilities.

Recent Accounting Pronouncements

The following table provides a brief description of accounting standards adopted or issued in 2023 and the estimated effect on the Company’s financial statements.


Standard	Description	Required date of adoption	Effect on Company's financial statements or other significant matters
Standards Adopted
ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosure	In March 2022, the FASB issued ASU 2022-02 to eliminate TDR accounting guidance while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The ASU also provides guidance for vintage table disclosures and gross write-offs. The ASU requires an entity to disclose current-period gross write-offs by year of origination for financing receivables within the scope of Subtopic 326-20.	January 1, 2023	The Company adopted this standard on January 1, 2023 on a prospective basis. The adoption of this standard did not have a material impact to the consolidated financial statements. See Note 3, Loans and Allowance for Loan Losses, for the required disclosures in accordance with this ASU.

ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method	In March 2023, the FASB issued ASU 2023-02, which expands the population of investments for which an investor may elect to apply the proportional amortization method. Under the ASU, an investor in a tax equity investment may elect the proportional amortization method for qualifying investments on a tax credit program-by-program basis. To qualify for the proportional amortization method, an investment must meet the criteria previously applicable to LIHTC investments, as clarified by the ASU.	January 1, 2024. Early adoption is permitted as of an interim period with retrospective application back to the beginning of the fiscal year.	The Company early adopted this standard on January 1, 2023 on a modified retrospective basis. The adoption of this standard did not have a material impact to the consolidated financial statements. The Company recognized a cumulative effect adjustment of $297 thousand at adoption to decrease the beginning balance of retained earnings as of January 1, 2023, for the difference between the previous method used to account for the tax equity investment and the application of the proportional amortization method since the investment was entered into.

Note 2 - Investment Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of investment securities available for sale at September 30, 2023 and December 31, 2022 are summarized below.


	September 30, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury securities	$	556,791	$	—	$	(47,331)	$	509,460
U.S. Government agency securities	52,140		—		(4,634)		47,506
Mortgage-backed securities issued by U.S. Government agencies	1,040,825		—		(148,571)		892,254
Mortgage-backed securities issued by U.S. Government sponsored enterprises	7,781,751		—		(1,519,999)		6,261,752
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	710,600		—		(131,764)		578,836
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	1,023,664		—		(84,929)		938,735

Corporate debt securities and other debt securities	8,984		—		(336)		8,648
Total investment securities available for sale	$	11,174,755	$	—	$	(1,937,564)	$	9,237,191

	December 31, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury securities	$	515,953	$	—	$	(44,140)	$	471,813
U.S. Government agency securities	52,411		—		(3,613)		48,798
Mortgage-backed securities issued by U.S. Government agencies	904,593		1,624		(113,468)		792,749
Mortgage-backed securities issued by U.S. Government sponsored enterprises	8,144,374		936		(1,250,240)		6,895,070
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	769,498		—		(114,371)		655,127
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	877,590		—		(71,645)		805,945

Corporate debt securities and other debt securities	8,908		—		(307)		8,601
Total investment securities available for sale	$	11,273,327	$	2,560	$	(1,597,784)	$	9,678,103

At September 30, 2023 and December 31, 2022, investment securities with a carrying value of $4.54 billion and $4.47 billion, respectively, were pledged to secure certain deposits and other liabilities, as required by law or contractual agreements.

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 September 30, 2023 and December 31, 2022 are presented below.


	September 30, 2023
	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury securities	$	38,011	$	(261)	$	446,097	$	(47,070)	$	484,108	$	(47,331)
U.S. Government agency securities	—		—		47,506		(4,634)		47,506		(4,634)
Mortgage-backed securities issued by U.S. Government agencies	350,730		(14,758)		541,524		(133,813)		892,254		(148,571)
Mortgage-backed securities issued by U.S. Government sponsored enterprises	315,190		(14,825)		5,946,562		(1,505,174)		6,261,752		(1,519,999)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	—		—		578,836		(131,764)		578,836		(131,764)
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	152,435		(4,362)		786,300		(80,567)		938,735		(84,929)
Corporate debt securities and other debt securities	—		—		8,648		(336)		8,648		(336)
Total	$	856,366	$	(34,206)	$	8,355,473	$	(1,903,358)	$	9,211,839	$	(1,937,564)

	December 31, 2022
	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury securities	$	139,737	$	(6,789)	$	307,582	$	(37,351)	$	447,319	$	(44,140)
U.S. Government agency securities	28,938		(1,053)		19,603		(2,560)		48,541		(3,613)
Mortgage-backed securities issued by U.S. Government agencies	187,655		(5,952)		521,395		(107,516)		709,050		(113,468)
Mortgage-backed securities issued by U.S. Government sponsored enterprises	1,473,348		(120,135)		5,365,233		(1,130,105)		6,838,581		(1,250,240)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	119,649		(10,311)		535,478		(104,060)		655,127		(114,371)
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	565,382		(29,383)		240,564		(42,262)		805,946		(71,645)
Corporate debt securities and other debt securities	8,601		(307)		—		—		8,601		(307)
Total	$	2,523,310	$	(173,930)	$	6,989,855	$	(1,423,854)	$	9,513,165	$	(1,597,784)

As of September 30, 2023, Synovus had 26 investment securities in a loss position for less than twelve months and 413 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 at September 30, 2023.

At September 30, 2023, no ACL was established for investment securities. Substantially all of the unrealized losses on the securities portfolio were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans. U.S. Treasury and agency securities and agency mortgage-backed securities are issued, guaranteed or otherwise supported by the United States government, an agency of the United States government, or a government sponsored enterprise.

The amortized cost and fair value by contractual maturity of investment securities available for sale at September 30, 2023 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 September 30, 2023
(in thousands)	Within One Year		1 to 5 Years		5 to 10 Years		More Than 10 Years		Total
Amortized Cost
U.S. Treasury securities	$	25,352	$	481,570	$	49,869	$	—	$	556,791
U.S. Government agency securities	—		52,140		—		—		52,140
Mortgage-backed securities issued by U.S. Government agencies	36		267		4		1,040,518		1,040,825
Mortgage-backed securities issued by U.S. Government sponsored enterprises	—		18,277		78,557		7,684,917		7,781,751
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	—		58		10,944		699,598		710,600
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	29,718		725,148		207,265		61,533		1,023,664

Corporate debt securities and other debt securities	—		8,984		—		—		8,984
Total amortized cost	$	55,106	$	1,286,444	$	346,639	$	9,486,566	$	11,174,755

Fair Value
U.S. Treasury securities	$	25,352	$	445,205	$	38,903	$	—	$	509,460
U.S. Government agency securities	—		47,506		—		—		47,506
Mortgage-backed securities issued by U.S. Government agencies	34		257		3		891,960		892,254
Mortgage-backed securities issued by U.S. Government sponsored enterprises	—		17,284		70,862		6,173,606		6,261,752
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	—		56		10,337		568,443		578,836
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	28,977		682,703		171,393		55,662		938,735

Corporate debt securities and other debt securities	—		8,648		—		—		8,648
Total fair value	$	54,363	$	1,201,659	$	291,498	$	7,689,671	$	9,237,191

Gross gains and gross losses on sales of securities available for sale for the three and nine months ended September 30, 2023 and 2022 are presented below. The specific identification method is used to reclassify gains and losses out of other comprehensive income (loss) at the time of sale.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Gross realized gains on sales	$	—	$	—	$	1,030	$	—
Gross realized losses on sales	—		—		—		—
Investment securities gains (losses), net	$	—	$	—	$	1,030	$	—

Note 3 - Loans and Allowance for Loan Losses

Aging and Non-Accrual Analysis

The following tables provide a summary of current, accruing past due, and non-accrual loans by portfolio class as of September 30, 2023 and December 31, 2022.


	September 30, 2023
(in thousands)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Total Accruing Past Due		Non-accrual with an ALL		Non-accrual without an ALL		Total
Commercial, financial and agricultural	$	14,389,845	$	10,425	$	1,228	$	11,653	$	77,025	$	20,443	$	14,498,966
Owner-occupied	8,191,169		5,509		805		6,314		56,212		28,293		8,281,988
Total commercial and industrial	22,581,014		15,934		2,033		17,967		133,237		48,736		22,780,954
Investment properties	11,345,548		1,263		—		1,263		29,300		1,644		11,377,755
1-4 family properties	615,804		1,714		—		1,714		2,618		768		620,904
Land and development	395,267		122		—		122		805		—		396,194
Total commercial real estate	12,356,619		3,099		—		3,099		32,723		2,412		12,394,853
Consumer mortgages	5,341,023		6,396		—		6,396		43,863		—		5,391,282
Home equity	1,764,827		7,813		96		7,909		11,620		—		1,784,356
Credit cards	187,714		1,669		1,663		3,332		—		—		191,046
Other consumer loans	1,113,207		16,271		—		16,271		7,912		29		1,137,419
Total consumer	8,406,771		32,149		1,759		33,908		63,395		29		8,504,103
Loans, net of deferred fees and costs	$	43,344,404	$	51,182	$	3,792	$	54,974	$	229,355	$	51,177	$	43,679,910


	December 31, 2022
(in thousands)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Total Accruing Past Due		Non-accrual with an ALL		Non-accrual without an ALL		Total
Commercial, financial and agricultural	$	13,798,639	$	15,033	$	1,437	$	16,470	$	48,008	$	11,299	$	13,874,416
Owner-occupied	8,181,649		487		—		487		9,499		605		8,192,240
Total commercial and industrial	21,980,288		15,520		1,437		16,957		57,507		11,904		22,066,656
Investment properties	11,639,614		960		—		960		1,785		1,688		11,644,047
1-4 family properties	613,049		762		—		762		2,172		950		616,933
Land and development	388,098		77		—		77		1,158		—		389,333
Total commercial real estate	12,640,761		1,799		—		1,799		5,115		2,638		12,650,313
Consumer mortgages	5,163,417		13,969		210		14,179		36,847		—		5,214,443
Home equity	1,742,412		7,795		1		7,796		6,830		—		1,757,038
Credit cards	200,047		1,843		1,722		3,565		—		—		203,612
Other consumer loans	1,795,799		21,269		3		21,272		7,220		—		1,824,291
Total consumer	8,901,675		44,876		1,936		46,812		50,897		—		8,999,384
Loans, net of deferred fees and costs	$	43,522,724	$	62,195	$	3,373	$	65,568	$	113,519	$	14,542	$	43,716,353

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 $4.8 million and $1.2 million for the three months ended September 30, 2023 and 2022, respectively, and $14.7 million and $6.6 million for the nine months ended September 30, 2023 and 2022, respectively. Of the interest income recognized during the three months ended September 30, 2023 and 2022, cash-basis interest income was $3.2 million and $1.3 million, respectively. Cash-basis interest income was $12.6 million and $2.2 million for the nine months ended September 30, 2023 and 2022, respectively.

Pledged Loans

Loans with carrying values of $22.99 billion and $16.09 billion, respectively, were pledged as collateral for borrowings and capacity at September 30, 2023 and December 31, 2022, respectively, to the FHLB and Federal Reserve Bank.

Portfolio Segment Risk Factors

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. 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.

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 our preference is to obtain some level of recourse from project sponsors. 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, home equity, and consumer credit card loans, as well as home improvement loans, student, and personal loans from third-party lending ("other consumer loans"). Together, consumer mortgages and home equity comprise the majority of Synovus' consumer loans and are 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).

Credit Quality Indicators

The credit quality of the loan portfolio is reviewed and updated no less frequently than annually 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 categorized 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 home equity) 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 following table summarizes each loan portfolio class by risk grade and origination year as of September 30, 2023 as required under CECL. In addition, gross charge-offs by loan portfolio class and origination year as of September 30, 2023 are included below as a result of the adoption of ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosure.


	September 30, 2023
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2023		2022		2021		2020		2019		Prior		Amortized Cost Basis		Converted to Term Loans		Total
Commercial, financial and agricultural
Pass	$	868,156	$	1,108,304	$	1,517,903	$	835,873	$	653,805	$	1,357,091	$	7,474,724	$	48,160	$	13,864,016
Special Mention	4,713		2,718		7,430		13,463		5,434		8,911		180,091		—		222,760
Substandard(1)	30,634		15,365		41,875		36,051		109,633		21,981		141,603		1,740		398,882
Doubtful(2)	—		—		—		—		—		—		12,560		—		12,560
Loss(3)(4)	—		—		—		31		—		355		362		—		748
Total commercial, financial and agricultural	903,503		1,126,387		1,567,208		885,418		768,872		1,388,338		7,809,340		49,900		14,498,966
Current YTD Period:
Gross charge-offs	8,712		2,888		7,973		19,475		1,092		1,821		25,535		203		67,699
Owner-occupied
Pass	687,136		1,580,695		1,591,207		1,035,957		739,192		1,405,730		828,919		—		7,868,836
Special Mention	1,420		6,806		17,532		4,314		7,855		87,726		60,372		—		186,025
Substandard(1)	4,110		22,810		14,596		47,683		17,903		92,433		11,592		—		211,127
Loss(4)	—		—		—		16,000		—		—		—		—		16,000
Total owner-occupied	692,666		1,610,311		1,623,335		1,103,954		764,950		1,585,889		900,883		—		8,281,988
Current YTD Period:
Gross charge-offs	—		—		353		2,922		223		—		—		—		3,498
Total commercial and industrial	1,596,169		2,736,698		3,190,543		1,989,372		1,533,822		2,974,227		8,710,223		49,900		22,780,954
Current YTD Period:
Gross charge-offs	$	8,712	$	2,888	$	8,326	$	22,397	$	1,315	$	1,821	$	25,535	$	203	$	71,197
Investment properties
Pass	465,804		2,885,666		3,050,669		1,258,558		1,092,611		1,997,336		316,882		—		11,067,526
Special Mention	—		1,089		72,320		—		48,155		31,560		—		—		153,124
Substandard(1)	2,317		1,729		41,185		501		1,644		82,264		—		—		129,640
Doubtful(2)	—		—		—		—		—		27,427		—		—		27,427
Loss(4)	—		—		—		—		—		38		—		—		38
Total investment properties	468,121		2,888,484		3,164,174		1,259,059		1,142,410		2,138,625		316,882		—		11,377,755
Current YTD Period:
Gross charge-offs(5)	546		7,685		5,610		3,801		1,893		720		3,109		—		23,364
1-4 family properties
Pass	148,733		154,664		116,152		33,752		31,342		59,734		67,040		—		611,417
Special Mention	1,836		1,567		—		189		—		317		1		—		3,910
Substandard(1)	1,670		819		857		419		338		1,429		45		—		5,577
Total 1-4 family properties	152,239		157,050		117,009		34,360		31,680		61,480		67,086		—		620,904
Current YTD Period:
Gross charge-offs	—		—		—		—		—		24		—		—		24


	September 30, 2023
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2023		2022		2021		2020		2019		Prior		Amortized Cost Basis		Converted to Term Loans		Total

Land and development
Pass	93,947		99,914		48,010		17,182		34,099		66,548		1,615		—		361,315
Special Mention	787		503		—		—		—		943		—		—		2,233
Substandard(1)	581		483		34		705		602		30,241		—		—		32,646
Total land and development	95,315		100,900		48,044		17,887		34,701		97,732		1,615		—		396,194
Current YTD Period:
Gross charge-offs	—		—		—		77		—		—		—		—		77
Total commercial real estate	715,675		3,146,434		3,329,227		1,311,306		1,208,791		2,297,837		385,583		—		12,394,853
Current YTD Period:
Gross charge-offs	$	546	$	7,685	$	5,610	$	3,878	$	1,893	$	744	$	3,109	$	—	$	23,465
Consumer mortgages
Pass	607,009		821,002		1,070,115		1,245,466		422,631		1,168,922		34		—		5,335,179
Substandard(1)	4		1,877		6,033		15,193		8,464		23,841		—		—		55,412
Loss(4)	—		—		—		—		4		687		—		—		691
Total consumer mortgages	607,013		822,879		1,076,148		1,260,659		431,099		1,193,450		34		—		5,391,282
Current YTD Period:
Gross charge-offs	—		108		251		372		365		965		5		—		2,066
Home equity
Pass	—		—		—		—		—		—		1,275,873		493,861		1,769,734
Substandard(1)	—		—		—		—		—		—		9,305		5,053		14,358
Loss(4)	—		—		—		—		—		—		180		84		264
Total home equity	—		—		—		—		—		—		1,285,358		498,998		1,784,356
Current YTD Period:
Gross charge-offs	—		—		—		—		—		79		555		49		683
Credit cards
Pass	—		—		—		—		—		—		189,384		—		189,384
Substandard(1)	—		—		—		—		—		—		623		—		623
Loss(3)	—		—		—		—		—		—		1,039		—		1,039
Total credit cards	—		—		—		—		—		—		191,046		—		191,046
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		5,592		—		5,592
Other consumer loans
Pass	114,915		200,898		245,049		125,654		33,574		121,528		286,995		—		1,128,613
Substandard(1)	386		928		4,593		1,610		411		778		94		—		8,800
Loss(3)	—		—		—		—		—		6		—		—		6
Total other consumer loans	115,301		201,826		249,642		127,264		33,985		122,312		287,089		—		1,137,419
Current YTD Period:
Gross charge-offs(5)	197		4,238		20,077		2,774		1,782		1,465		1,990		—		32,523
Total consumer	722,314		1,024,705		1,325,790		1,387,923		465,084		1,315,762		1,763,527		498,998		8,504,103
Current YTD Period:
Gross charge-offs	$	197	$	4,346	$	20,328	$	3,146	$	2,147	$	2,509	$	8,142	$	49	$	40,864
Loans, net of deferred fees and costs	$	3,034,158	$	6,907,837	$	7,845,560	$	4,688,601	$	3,207,697	$	6,587,826	$	10,859,333	$	548,898	$	43,679,910
Current YTD Period:
Gross charge-offs	$	9,455	$	14,919	$	34,264	$	29,421	$	5,355	$	5,074	$	36,786	$	252	$	135,526

(1) The majority of loans within Substandard risk grade are accruing loans at September 30, 2023.

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

(3) 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.

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

(5) Includes $31.3 million in gross charge-offs related to the transfer of certain loans to held for sale that sold during the third quarter of 2023.

The following table summarizes each loan portfolio class by risk grade and origination year as of December 31, 2022 as required under CECL.


	December 31, 2022
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2022		2021		2020		2019		2018		Prior		Amortized Cost Basis		Converted to Term Loans		Total
Commercial, financial and agricultural
Pass	$	1,276,814	$	1,911,353	$	1,009,230	$	782,100	$	536,001	$	1,037,488	$	6,862,070	$	43,748	$	13,458,804
Special Mention	4,131		14,289		12,691		6,637		5,716		2,777		81,889		1,710		129,840
Substandard(1)	13,751		17,780		38,943		42,773		18,405		21,418		131,422		1,003		285,495

Loss(2)	—		—		—		—		—		—		277		—		277
Total commercial, financial and agricultural	1,294,696		1,943,422		1,060,864		831,510		560,122		1,061,683		7,075,658		46,461		13,874,416
Owner-occupied
Pass	1,537,016		1,675,524		1,137,889		909,525		664,734		1,103,500		866,920		—		7,895,108
Special Mention	4,238		6,760		24,175		13,913		5,024		69,500		—		—		123,610
Substandard(1)	19,437		13,381		63,925		7,415		51,364		17,755		—		—		173,277
Loss(3)	—		245		—		—		—		—		—		—		245
Total owner-occupied	1,560,691		1,695,910		1,225,989		930,853		721,122		1,190,755		866,920		—		8,192,240
Total commercial and industrial	2,855,387		3,639,332		2,286,853		1,762,363		1,281,244		2,252,438		7,942,578		46,461		22,066,656
Investment properties
Pass	2,671,660		3,245,669		1,532,230		1,220,974		775,747		1,543,724		541,118		—		11,531,122
Special Mention	2,379		1,550		—		14,570		5,908		2,388		146		—		26,941
Substandard(1)	5,973		1,455		176		1,688		51,767		3,931		20,994		—		85,984
Total investment properties	2,680,012		3,248,674		1,532,406		1,237,232		833,422		1,550,043		562,258		—		11,644,047
1-4 family properties
Pass	248,418		154,181		44,032		33,246		27,053		55,543		47,732		—		610,205
Special Mention	1		—		752		—		—		297		—		—		1,050
Substandard(1)	1,309		1,429		75		741		836		1,243		45		—		5,678
Total 1-4 family properties	249,728		155,610		44,859		33,987		27,889		57,083		47,777		—		616,933
Land and development
Pass	119,801		84,055		21,984		39,484		18,600		64,854		5,078		—		353,856
Special Mention	—		—		744		—		29,618		1,118		—		—		31,480
Substandard(1)	699		325		220		627		472		1,654		—		—		3,997
Total land and development	120,500		84,380		22,948		40,111		48,690		67,626		5,078		—		389,333
Total commercial real estate	3,050,240		3,488,664		1,600,213		1,311,330		910,001		1,674,752		615,113		—		12,650,313


	December 31, 2022
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2022		2021		2020		2019		2018		Prior		Amortized Cost Basis		Converted to Term Loans		Total
Consumer mortgages
Pass	$	857,489	$	1,188,652	$	1,356,065	$	458,441	$	182,834	$	1,118,686	$	143	$	—	$	5,162,310
Substandard(1)	1,153		6,452		8,519		9,442		6,167		19,662		—		—		51,395
Loss(3)	—		—		—		4		—		734		—		—		738
Total consumer mortgages	858,642		1,195,104		1,364,584		467,887		189,001		1,139,082		143		—		5,214,443
Home equity
Pass	—		—		—		—		—		—		1,241,201		504,272		1,745,473
Substandard(1)	—		—		—		—		—		—		6,534		4,512		11,046
Loss(3)	—		—		—		—		—		—		402		117		519
Total home equity	—		—		—		—		—		—		1,248,137		508,901		1,757,038
Credit cards
Pass	—		—		—		—		—		—		201,898		—		201,898
Substandard(1)	—		—		—		—		—		—		617		—		617
Loss(2)	—		—		—		—		—		—		1,097		—		1,097
Total credit cards	—		—		—		—		—		—		203,612		—		203,612
Other consumer loans
Pass	284,045		524,601		457,684		61,760		31,662		142,189		313,565		—		1,815,506
Substandard(1)	1,417		3,810		1,648		712		163		888		139		—		8,777
Loss(2)	—		—		—		—		—		8		—		—		8
Total other consumer loans	285,462		528,411		459,332		62,472		31,825		143,085		313,704		—		1,824,291
Total consumer	1,144,104		1,723,515		1,823,916		530,359		220,826		1,282,167		1,765,596		508,901		8,999,384
Loans, net of deferred fees and costs	$	7,049,731	$	8,851,511	$	5,710,982	$	3,604,052	$	2,412,071	$	5,209,357	$	10,323,287	$	555,362	$	43,716,353

(1) The majority of loans within Substandard risk grade are accruing loans at December 31, 2022.

(2) 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.

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

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 material changes in the extent to which collateral secures our collateral-dependent loans during the three and nine months ended September 30, 2023.

Rollforward of Allowance for Loan Losses

The following tables detail the changes in the ALL by loan segment for the three and nine months ended September 30, 2023 and 2022. During the three and nine months ended September 30, 2023, Synovus charged-off $23.3 million and $31.3 million in previously established reserves for credit losses associated with the transfer of $1.17 billion and $1.59 billion, respectively, in loans to held for sale for the sales of medical office building loans and third-party consumer loans that both closed in the third quarter of 2023.


	As Of and For the Three Months Ended September 30, 2023
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at June 30, 2023	$	159,987	$	169,726	$	141,525	$	471,238
Charge-offs	(40,483)		(23,364)		(10,088)		(73,935)
Recoveries	3,842		310		2,961		7,113
Provision for (reversal of) loan losses	56,322		16,490		304		73,116
Ending balance at September 30, 2023	$	179,668	$	163,162	$	134,702	$	477,532

	As Of and For the Three Months Ended September 30, 2022
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at June 30, 2022	$	160,008	$	104,218	$	143,611	$	407,837
Charge-offs	(6,676)		(143)		(8,903)		(15,722)
Recoveries	6,904		425		3,711		11,040
Provision for (reversal of) loan losses	(1,209)		17,101		2,312		18,204
Ending balance at September 30, 2022	$	159,027	$	121,601	$	140,731	$	421,359

	As Of and For the Nine Months Ended September 30, 2023
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at December 31, 2022	$	161,550	$	143,575	$	138,299	$	443,424
Charge-offs	(71,197)		(23,465)		(40,864)		(135,526)
Recoveries	13,720		972		9,066		23,758
Provision for (reversal of) loan losses	75,595		42,080		28,201		145,876
Ending balance at September 30, 2023	$	179,668	$	163,162	$	134,702	$	477,532

	As Of and For the Nine Months Ended September 30, 2022
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at December 31, 2021	$	188,364	$	97,760	$	141,473	$	427,597
Charge-offs	(35,951)		(2,851)		(25,765)		(64,567)
Recoveries	12,476		1,358		10,877		24,711
Provision for (reversal of) loan losses	(5,862)		25,334		14,146		33,618
Ending balance at September 30, 2022	$	159,027	$	121,601	$	140,731	$	421,359

The ALL of $477.5 million and the reserve for unfunded commitments of $55.2 million, which is recorded in other liabilities, comprise the total ACL of $532.7 million at September 30, 2023. The ACL increased $31.8 million compared to the December 31, 2022 ACL of $500.9 million, which consisted of the ALL of $443.4 million and the reserve for unfunded commitments of $57.5 million. The ACL to loans coverage ratio of 1.22% at September 30, 2023 was 7 bps higher compared to December 31, 2022. The increase in the ACL from December 31, 2022 resulted primarily from normalizing observed defaults, reserves on individually evaluated loans, and uncertain economic conditions.

The ACL is estimated using a two-year reasonable and supportable forecast period. 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, the Company reverts on a straight-line basis back to the historical rates over a one-year period. Synovus utilizes multiple economic forecast scenarios sourced from a reputable third-party provider that are probability-weighted internally. The current scenarios include a consensus baseline forecast, an upside scenario reflecting an accelerated recovery, a downside scenario that reflects adverse economic conditions, and an additional adverse scenario that assumes consistent slow growth that is less optimistic than the baseline. At September 30, 2023, the unemployment rate is the input that most significantly impacts our estimate. The multi-scenario forecast used in our estimate includes a peak weighted average unemployment rate of 5.0% over the forecasted period at September 30, 2023.

Financial Difficulty Modifications

When borrowers are experiencing financial difficulty, Synovus may make certain loan modifications as part of its loss mitigation strategies to maximize expected payment. All loan modifications, renewals, and refinancings where borrowers are experiencing financial difficulty are evaluated for FDM classification. To be classified as an FDM, the modifications must be in the form of providing an interest rate reduction relative to the current interest rate, principal forgiveness, or an other-than-insignificant payment delay or extension of the maturity of the loan. An FDM is tracked for 12 months following the modification(s) granted. The effect of these modifications is already included in the ACL because our use of a DCF model captures loan level changes including modified terms as part of the estimation process.

The following table presents the amortized cost of FDM loans by loan portfolio class that were modified during the three and nine months ended September 30, 2023.



	Three Months Ended September 30, 2023
(in thousands)	Interest Rate Reduction		Term Extension		Principal Forgiveness and Term Extensions		Payment Delay		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	408	$	13,304	$	—	$	—	$	194	$	13,906	0.1	%
Owner-occupied	—		18,979		—		—		11,750		30,729		0.4
Total commercial and industrial	408		32,283		—		—		11,944		44,635		0.2
Investment properties	—		2,216		—		—		—		2,216		—
1-4 family properties	—		36		—		—		—		36		—
Land and development	—		1,146		—		—		—		1,146		0.3
Total commercial real estate	—		3,398		—		—		—		3,398		—
Consumer mortgages	1,309		—		—		465		—		1,774		—
Home equity	—		—		—		—		—		—		—
Credit cards	—		—		—		—		—		—		—
Other consumer loans	107		331		—		189		245		872		0.1
Total consumer	1,416		331		—		654		245		2,646		—
Total FDMs	$	1,824	$	36,012	$	—	$	654	$	12,189	$	50,679	0.1	%

	Nine Months Ended September 30, 2023
(in thousands)	Interest Rate Reduction		Term Extension		Principal Forgiveness and Term Extensions		Payment Delay		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	2,467	$	26,212	$	12,586	$	—	$	1,537	$	42,802	0.3	%
Owner-occupied	—		20,782		—		—		53,004		73,786		0.9
Total commercial and industrial	2,467		46,994		12,586		—		54,541		116,588		0.5
Investment properties	—		2,848		—		—		—		2,848		—
1-4 family properties	—		2,429		—		—		375		2,804		0.5
Land and development	—		1,146		—		—		—		1,146		0.3
Total commercial real estate	—		6,423		—		—		375		6,798		0.1
Consumer mortgages	2,114		—		—		465		—		2,579		—
Home equity	—		425		—		—		289		714		—
Credit cards	—		—		—		—		—		—		—
Other consumer loans	111		697		—		189		721		1,718		0.2
Total consumer	2,225		1,122		—		654		1,010		5,011		0.1
Total FDMs	$	4,692	$	54,539	$	12,586	$	654	$	55,926	$	128,397	0.3	%

During the three and nine months ended September 30, 2023, there were no material FDMs that subsequently defaulted. Defaults are defined as the earlier of the FDM being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments. As of September 30, 2023, there were no commitments to lend a material amount of additional funds to any borrower whose loan was classified as a FDM.

The following presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2023.


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
(Dollars in thousands)	Principal Forgiveness and Term Extensions		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Deferral (in months)	Principal Forgiveness and Term Extensions		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Deferral (in months)
Commercial, financial and agricultural	$	—	2.2	%	12	—	$	1,200	2.2	%	27	—
Owner-occupied	—		4.4		6	—	—		2.3		8	—

Investment properties	—		—		6	—	—		—		12	—
1-4 family properties	—		—		12	—	—		0.4		12	—
Land and development	—		—		12	—	—		—		12	—

Consumer mortgages	—		2.5		—	6	—		1.6		—	6
Home equity	—		—		—	—	—		0.5		262	—

Other consumer loans	—		7.4		47	2	—		5.3		62	2

Synovus monitors the performance of FDMs to understand the effectiveness of its modification efforts. The following table provides a summary of current, accruing past due, and non-accrual loans on an amortized cost basis by loan portfolio class that have been modified since January 1, 2023.



	As of September 30, 2023
(in thousands)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Non-accrual (1)		Total
Commercial, financial and agricultural	$	29,386	$	829	$	—	$	12,586	$	42,801
Owner-occupied	73,109		—		—		678		73,787
Total commercial and industrial	102,495		829		—		13,264		116,588
Investment properties	2,533		—		—		315		2,848
1-4 family properties	1,207		—		—		1,597		2,804
Land and development	1,146		—		—		—		1,146
Total commercial real estate	4,886		—		—		1,912		6,798
Consumer mortgages	1,184		—		—		1,394		2,578
Home equity	714		—		—		—		714
Credit cards	—		—		—		—		—
Other consumer loans	639		184		—		896		1,719
Total consumer	2,537		184		—		2,290		5,011
Total FDMs	$	109,918	$	1,013	$	—	$	17,466	$	128,397

(1) Loans were on non-accrual when modified and subsequently classified as FDMs.

TDR Disclosures Prior to Adoption of ASU 2022-02

Prior to the adoption of ASU 2022-02, Synovus accounted for a modification to the contractual terms of a loan that resulted in granting concessions to a borrower experiencing financial difficulties as a TDR. The following tables present, by concession

type, the post-modification balance for loans modified or renewed during the three and nine months ended September 30, 2022 that were reported as accruing or non-accruing TDRs.


TDRs by Concession Type
	Three Months Ended September 30, 2022
(in thousands, except contract data)	Number of Contracts	Below Market Interest Rate		Other Concessions(1)		Total
Commercial, financial and agricultural	22	$	6,559	$	150	$	6,709
Owner-occupied	4	3,623		—		3,623
Total commercial and industrial	26	10,182		150		10,332
Investment properties	2	3,748		—		3,748
1-4 family properties	3	654		—		654
Land and development	—	—		—		—
Total commercial real estate	5	4,402		—		4,402
Consumer mortgages	—	—		—		—
Home equity	5	173		—		173
Other consumer loans	2	—		25		25
Total consumer	7	173		25		198
Total TDRs	38	$	14,757	$	175	$	14,932	(2)

	Nine Months Ended September 30, 2022
(in thousands, except contract data)	Number of Contracts	Below Market Interest Rate		Other Concessions(1)		Total
Commercial, financial and agricultural	78	$	32,993	$	957	$	33,950
Owner-occupied	24	32,157		3,857		36,014
Total commercial and industrial	102	65,150		4,814		69,964
Investment properties	7	5,027		6,610		11,637
1-4 family properties	14	3,851		—		3,851
Land and development	4	3,168		—		3,168
Total commercial real estate	25	12,046		6,610		18,656
Consumer mortgages	10	1,176		266		1,442
Home equity	30	3,592		39		3,631
Other consumer loans	8	—		164		164
Total consumer	48	4,768		469		5,237
Total TDRs	175	$	81,964	$	11,893	$	93,857	(2)

(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 and nine months ended September 30, 2022.

(2) No net charge-offs were recorded during the three and nine months ended September 30, 2022.

For the three and nine months ended September 30, 2022, there was one default with a recorded investment of $109 thousand and four defaults with a recorded investment of $539 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). As of December 31, 2022, there were no commitments to lend a material amount of additional funds to any borrower whose loan was classified as a TDR.

Note 4 - Goodwill and Other Intangible Assets

Effective April 1, 2023, Synovus changed its internal management reporting structure to transfer Capital Markets activities and related personnel from the Financial Management Services segment to the Wholesale Banking segment. See Note 10 - Segment Reporting for additional information. In connection with the transfer, management reallocated a portion of the Wealth Management goodwill that was attributable to the Financial Management Services segment to Wholesale Banking using a relative fair value approach, and no indicators of impairment were identified.

On June 1, 2023, Synovus acquired a 60% equity interest and a majority of the Board seats in Qualpay, which constituted a business combination. In connection with the acquisition, Synovus initially recorded $23.2 million of goodwill and $38.7 million of other intangible assets based on preliminary fair value estimates of the assets acquired and liabilities assumed in the transaction. During the three months ended September 30, 2023, there were valuation adjustments that primarily included increasing goodwill by $6.7 million and decreasing other intangible assets by $9.4 million. Synovus will continue to record any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date. See Note 1 - Basis of Presentation and Accounting Policies for additional information on the Qualpay transaction.

During the three months ended September 30, 2023, Synovus sold its GLOBALT asset management firm to its management team. The divestiture resulted in a reduction in goodwill of $2.5 million and a gain on sale of $1.9 million, representing the difference in the fair value of consideration received and assets sold, and no indicators of impairment were identified.

Goodwill allocated to each reporting unit at September 30, 2023 and December 31, 2022 is presented as follows:


(in thousands)	Wholesale Banking Reporting Unit		Community Banking Reporting Unit		Consumer Banking Reporting Unit		Wealth Management Reporting Unit		Total Goodwill
Balance at December 31, 2022	$	171,636	$	141,622	$	114,701	$	24,431	$	452,390
Changes during the period from:
Reallocation	4,197		—		—		(4,197)		—
Acquisition	—		29,923		—		—		29,923
Divestiture	—		—		—		(2,462)		(2,462)
Balance at September 30, 2023	$	175,833	$	171,545	$	114,701	$	17,772	$	479,851

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 performs its annual evaluation of goodwill impairment during the fourth quarter of each year.

During the second quarter of 2023, Synovus assessed the events and circumstances that have generated significant market trading volatility in the banking industry, particularly for regional banks like Synovus. Due to the uncertain environment as well as Synovus' stock price trading below book value during the month of May 2023, Synovus elected to perform a quantitative assessment of goodwill impairment as of May 31, 2023, which included determining the estimated fair value of each reporting unit containing goodwill, 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. Based on the quantitative assessment performed as of May 31, 2023, the fair value of each of these reporting units exceeded their respective carrying values; therefore, we concluded goodwill was not impaired as of our May 31, 2023 test date. During the third quarter of 2023, we qualitatively assessed the events and circumstances that have continued to generate significant market trading volatility. This assessment included reviewing the impact of company-specific factors such as recent operating performance and financial projections, changes in market capitalization as well as trends in the banking industry. After assessing the indicators above, Synovus determined it was not more likely than not that the fair value had declined below the carrying value at the reporting unit level as of September 30, 2023, and a test of goodwill impairment was not required.

The following table shows the gross carrying amount and accumulated amortization of other intangible assets as of September 30, 2023 and December 31, 2022. The CDI is being amortized over its estimated useful life of approximately ten years utilizing an accelerated method. Other intangible assets resulting from the Qualpay acquisition, which primarily include client relationships, partner relationships, and developed technology, are being amortized on a straight-line basis over their estimated useful lives ranging from five to eight years. Aggregate other intangible assets amortization expense is included in other operating expense on the consolidated statements of income, and for the three and nine months ended September 30, 2023 was $3.0 million and $7.3 million, respectively. Aggregate other intangible assets amortization expense for the three and nine months ended September 30, 2022 was $2.1 million and $6.4 million, respectively.


(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
September 30, 2023
CDI	$	57,400	$	(40,180)	$	17,220
Client Relationships	22,100		(7,421)		14,679
Partner Relationships	4,700		(313)		4,387
Developed Technology	11,091		(739)		10,352
Other	3,900		(1,442)		2,458
Total other intangible assets	$	99,191	$	(50,095)	$	49,096

December 31, 2022
CDI	$	57,400	$	(35,484)	$	21,916
Client Relationships	10,800		(6,136)		4,664


Other	1,700		(1,156)		544
Total other intangible assets	$	69,900	$	(42,776)	$	27,124

Note 5 - Shareholders' Equity and Other Comprehensive Income (Loss)

Repurchases of Common Stock

Synovus announced on January 18, 2023 that its Board of Directors authorized share repurchases of up to $300 million in 2023. During the three and nine months ended September 30, 2023, Synovus did not complete any share repurchases of its common stock.

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 nine months ended September 30, 2023 and 2022.


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)		Total
Balance at June 30, 2023	$	(1,188,087)	$	(207,088)	$	(1,395,175)
Other comprehensive income (loss) before reclassifications	(291,190)		(29,580)		(320,770)
Amounts reclassified from AOCI	—		36,541		36,541
Net current period other comprehensive income (loss)	(291,190)		6,961		(284,229)
Balance at September 30, 2023	$	(1,479,277)	$	(200,127)	$	(1,679,404)

Balance at June 30, 2022	$	(869,519)	$	(157,186)	$	(1,026,705)
Other comprehensive income (loss) before reclassifications	(430,453)		(84,967)		(515,420)
Amounts reclassified from AOCI	—		7,811		7,811
Net current period other comprehensive income (loss)	(430,453)		(77,156)		(507,609)
Balance at September 30, 2022	$	(1,299,972)	$	(234,342)	$	(1,534,314)

Balance, December 31, 2022	$	(1,220,263)	$	(221,854)	$	(1,442,117)
Other comprehensive income (loss) before reclassifications	(258,235)		(77,338)		(335,573)
Amounts reclassified from AOCI	(779)		99,065		98,286
Net current period other comprehensive income (loss)	(259,014)		21,727		(237,287)
Balance at September 30, 2023	$	(1,479,277)	$	(200,127)	$	(1,679,404)

Balance, December 31, 2021	$	(67,980)	$	(14,341)	$	(82,321)
Other comprehensive income (loss) before reclassifications	(1,231,992)		(216,531)		(1,448,523)
Amounts reclassified from AOCI	—		(3,470)		(3,470)
Net current period other comprehensive income (loss)	(1,231,992)		(220,001)		(1,451,993)
Balance at September 30, 2022	$	(1,299,972)	$	(234,342)	$	(1,534,314)

(1) For all periods presented, the ending balance in net unrealized gains (losses) on investment securities available for sale and cash flow hedges includes unrealized losses of $13.3 million and $12.1 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.

Note 6 - Fair Value Accounting

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2022 Form 10-K for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

The following table presents assets and liabilities measured at estimated fair value on a recurring basis.


	September 30, 2023								December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total Estimated Fair Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
Assets
Trading securities:
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises	$	—	$	2,702	$	—	$	2,702	$	—	$	2,991	$	—	$	2,991
Other mortgage-backed securities	—		2,379		—		2,379		—		3,185		—		3,185
State and municipal securities	—		—		—		—		—		48		—		48
Asset-backed securities	—		8,399		—		8,399		—		2,071		—		2,071
Other investments	—		75		—		75		—		—		—		—
Total trading securities	$	—	$	13,555	$	—	$	13,555	$	—	$	8,295	$	—	$	8,295
Investment securities available for sale:
U.S. Treasury securities	$	509,460	$	—	$	—	$	509,460	$	471,813	$	—	$	—	$	471,813
U.S. Government agency securities	—		47,506		—		47,506		—		48,798		—		48,798
Mortgage-backed securities issued by U.S. Government agencies	—		892,254		—		892,254		—		792,749		—		792,749
Mortgage-backed securities issued by U.S. Government sponsored enterprises	—		6,261,752		—		6,261,752		—		6,895,070		—		6,895,070
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	—		578,836		—		578,836		—		655,127		—		655,127
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	—		938,735		—		938,735		—		805,945		—		805,945
Corporate debt securities and other debt securities	—		8,648		—		8,648		—		8,601		—		8,601
Total investment securities available for sale	$	509,460	$	8,727,731	$	—	$	9,237,191	$	471,813	$	9,206,290	$	—	$	9,678,103
Mortgage loans held for sale	$	—	$	48,994	$	—	$	48,994	$	—	$	51,136	$	—	$	51,136
Other investments	—		—		11,789		11,789		—		—		11,172		11,172
Mutual funds and mutual funds held in rabbi trusts	49,119		—		—		49,119		42,659		—		—		42,659

Derivative assets	—		161,163		—		161,163		—		89,815		—		89,815
Liabilities
Securities sold short	$	2,362	$	—	$	—	$	2,362	$	3,370	$	—	$	—	$	3,370
Mutual funds held in rabbi trusts	34,768		—		—		34,768		27,944		—		—		27,944
Derivative liabilities	—		387,118		—		387,118		—		339,227		—		339,227

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 September 30, 2023		As of December 31, 2022
Fair value	$	48,994	$	51,136
Unpaid principal balance	48,495		50,264
Fair value less aggregate unpaid principal balance	$	499	$	872


Changes in Fair Value Included in Net Income	Three Months Ended September 30,				Nine Months Ended September 30,				Location in Consolidated Statements of Income
(in thousands)	2023		2022		2023		2022
Mortgage loans held for sale	$	(581)	$	(1,389)	$	(373)	$	(2,934)	Mortgage banking income

Activity for Level 3 Assets and Liabilities

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 12 - Fair Value Accounting" of Synovus' 2022 Form 10-K for a description of the valuation techniques and significant inputs for Level 3 assets and liabilities that are measured at fair value on a recurring and non-recurring basis. During the three and nine months ended September 30, 2023 and 2022, Synovus did not have any transfers in or out of Level 3 in the fair value hierarchy. The following tables provide rollforwards of Level 3 assets and liabilities measured at fair value on a recurring basis.


		Three Months Ended September 30, 2023
(in thousands)		Other Investments
Beginning balance		$	11,770
Total gains (losses) realized/unrealized:
Included in earnings		(26)
Additions		45
Settlements		—
Ending balance		$	11,789
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 September 30, 2023		$	(26)

	Three Months Ended September 30, 2022
(in thousands)		Other Investments
Beginning balance		$	11,083
Total gains (losses) realized/unrealized:
Included in earnings		129
Additions		—
Settlements		—
Ending balance		$	11,212
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 September 30, 2022		$	129


	Nine Months Ended September 30, 2023
(in thousands)	Other Investments
Beginning balance	$	11,172
Total gains (losses) realized/unrealized:
Included in earnings	(97)
Additions	714
Settlements	—
Ending balance	$	11,789
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 September 30, 2023	$	(97)

	Nine Months Ended September 30, 2022
(in thousands)	Other Investments
Beginning balance	$	12,185
Total gains (losses) realized/unrealized:
Included in earnings	(7,000)

Additions	6,027
Settlements	—
Ending balance	$	11,212
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 September 30, 2022	$	(7,000)

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.


	September 30, 2023						Fair Value Adjustments for the				Location in Consolidated Statements of Income
(in thousands)	Level 1		Level 2		Level 3		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Loans(1)	$	—	$	—	$	16,049	$	—	$	2,971	Provision for credit losses




	September 30, 2022						Fair Value Adjustments for the				Location in Consolidated Statements of Income
	Level 1		Level 2		Level 3		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Loans(1)	$	—	$	—	$	19,835	$	1,871	$	6,878	Provision for credit losses
Other assets held for sale	—		—		1,736		722		722		Other operating expense

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

Fair Value of Financial Instruments

The following tables present the carrying and estimated fair values of financial instruments at September 30, 2023 and December 31, 2022. 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' 2022 Form 10-K for a description of how fair value measurements are determined.


	September 30, 2023
(in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets
Total cash, cash equivalents, and restricted cash	$	2,137,631	$	2,137,631	$	2,137,631	$	—	$	—
Trading securities	13,555		13,555		—		13,555		—
Investment securities available for sale	9,237,191		9,237,191		509,460		8,727,731		—
Loans held for sale	66,558		66,578		—		48,994		17,584
Other investments	11,789		11,789		—		—		11,789
Mutual funds and mutual funds held in rabbi trusts	49,119		49,119		49,119		—		—
Loans, net	43,202,378		41,289,287		—		—		41,289,287

FRB and FHLB stock	228,816		228,816		—		228,816
Derivative assets	161,163		161,163		—		161,163		—
Financial liabilities
Non-interest-bearing deposits	$	12,976,574	$	12,976,574	$	—	$	12,976,574	$	—
Non-time interest-bearing deposits	26,703,913		26,703,913		—		26,703,913		—
Time deposits	10,523,403		10,465,194		—		10,465,194		—
Total deposits(1)	$	50,203,890	$	50,145,681	$	—	$	50,145,681	$	—
Federal funds purchased and securities sold under repurchase agreements	98,270		98,270		98,270		—		—
Securities sold short	2,362		2,362		2,362		—		—

Long-term debt	2,704,701		2,632,267		—		2,632,267		—
Mutual funds held in rabbi trusts	34,768		34,768		34,768		—		—
Derivative liabilities	387,118		387,118		—		387,118		—

(1) The fair value of deposits with no stated maturity, such as non-interest-bearing demand, interest bearing demand, money market, and savings accounts reflects the carrying amount which is payable on demand, as of the respective date, and may not align with other valuation methods or processes. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.


	December 31, 2022
(in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets
Total cash, cash equivalents, and restricted cash	$	1,977,780	$	1,977,780	$	1,977,780	$	—	$	—
Trading securities	8,295		8,295		—		8,295		—
Investment securities available for sale	9,678,103		9,678,103		471,813		9,206,290		—
Loans held for sale	391,502		391,085		—		51,136		339,949
Other investments	11,172		11,172		—		—		11,172
Mutual funds and mutual funds held in rabbi trusts	42,659		42,659		42,659		—		—
Loans, net	43,272,929		42,192,295		—		—		42,192,295

FRB and FHLB stock	308,321		308,321		—		308,321		—
Derivative assets	89,815		89,815		—		89,815		—

Financial liabilities
Non-interest-bearing deposits	$	15,639,899	$	15,639,899	$	—	$	15,639,899	$	—
Non-time interest-bearing deposits	26,936,635		26,936,635		—		26,936,635		—
Time deposits	6,295,025		6,260,315		—		6,260,315		—
Total deposits(1)	$	48,871,559	$	48,836,849	$	—	$	48,836,849	$	—
Federal funds purchased and securities sold under repurchase agreements	146,588		146,588		146,588		—		—
Securities sold short	3,370		3,370		3,370		—		—
Short-term FHLB advances	600,014		600,014		—		600,014		—
Long-term debt	4,109,597		4,120,113		—		4,120,113		—
Mutual funds held in rabbi trusts	27,944		27,944		27,944		—		—
Derivative liabilities	339,227		339,227		—		339,227		—

Note 7 - 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 client transactions. The primary types of derivative instruments utilized by Synovus consist of interest rate swaps, interest rate lock commitments made to prospective mortgage loan clients, 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 also provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial clients to mitigate exchange rate risk. Synovus covers its risk by entering into an offsetting foreign currency exchange forward contract. Synovus enters into risk participation agreements with financial institution counterparties where we are either a participant or a lead bank so that the risk of default on the interest rate swaps is shared. Synovus either pays or receives a fee depending on the participation type. 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' 2022 Form 10-K for additional information regarding accounting policies for derivatives.

Hedging Derivatives

Cash flow hedging 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 on the derivative instrument is reported initially as a component of accumulated other comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged transaction affects earnings with the impacts recorded in the same income statement line item used to present the earnings effect of the hedged item. When a cash flow hedge relationship is discontinued but the hedged cash flows,

or forecasted transactions, are still expected to occur, gains or losses that were accumulated in OCI are amortized into earnings over the same periods in which the hedged transactions are still expected to affect earnings. If, however, it is probable the forecasted transactions will no longer occur, the remaining accumulated amounts in OCI for the impacted cash flow hedges are immediately recognized in earnings.

Synovus recorded no unrealized gains (losses) during the three and nine months ended September 30, 2023 and 2022 related to terminated cash flow hedges. Synovus recognized a pre-tax loss of $6.2 million and $17.7 million during the three and nine months ended September 30, 2023, respectively, and pre-tax income of $690 thousand and $3.9 million for the three and nine months ended September 30, 2022, respectively, related to the amortization of terminated cash flow hedges. Amounts related to the amortization of terminated cash flow hedges are being recognized into earnings in conjunction with the effective terms of the original swaps through the third quarter of 2026.

As of September 30, 2023, Synovus expects to reclassify into earnings approximately $155 million in pre-tax loss due to the receipt or payment of interest payments on all cash flow hedges within the next twelve months. Included in this amount is approximately $22 million in pre-tax loss related to the amortization of terminated cash flow hedges. As of September 30, 2023, 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 2028.

Fair value hedging relationships mitigate exposure to the change in fair value of an asset or liability. Synovus has entered into receive-fixed, pay-variable interest rate swap contracts to hedge the change in the fair value due to fluctuations in market interest rates for outstanding fixed-rate long-term debt and fixed-rate term interest-bearing deposits. The changes in fair value of the fair value hedges are recorded through earnings with an offset against changes in the fair value of the hedged item within interest expense in the consolidated statements of income. All components of each derivative instrument’s gain/(loss) are included in the assessment of hedge effectiveness.

Derivatives Not Designated as Hedges

Derivatives not designated as hedges include those that are entered into as either economic hedges to facilitate client needs or as part of Synovus' overall risk management strategy. Economic hedges are those that do not qualify to be treated as a fair value hedge or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of Synovus. 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 client 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, client risk rating, collateral value, and client 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 client specific risk.

Collateral Requirements

Certain derivative transactions have collateral requirements, both at the inception of the trade and as the value of each derivative position changes. As of September 30, 2023 and December 31, 2022, Synovus had recorded the right to reclaim cash collateral of $77.5 million and $66.8 million, respectively. As of September 30, 2023 and December 31, 2022, Synovus had recorded the obligation to return cash collateral of $5.7 million and $7.7 million, respectively.

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.

The following table reflects the estimated fair value of derivative instruments included in other assets and other liabilities on the consolidated balance sheets along with their respective notional amounts on a gross basis.


	September 30, 2023						December 31, 2022
			Estimated Fair Value						Estimated Fair Value
(in thousands)	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives in cash flow hedging relationships:
Interest rate contracts	$	5,750,000	$	6,114	$	—	$	5,250,000	$	—	$	8,286
Total cash flow hedges			$	6,114	$	—			$	—	$	8,286

Derivatives in fair value hedging relationships:
Interest rate contracts	$	2,773,504	$	—	$	12,252	$	2,230,232	$	—	$	8,093
Total fair value hedges			$	—	$	12,252			$	—	$	8,093
Total derivatives designated as hedging instruments			$	6,114	$	12,252			$	—	$	16,379

Derivatives not designated as hedging instruments:
Interest rate contracts	$	11,343,848	$	153,052	$	374,865	$	10,276,754	$	89,310	$	322,329
Mortgage derivatives - interest rate lock commitments	57,643		632		—		50,218		350		—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans	86,234		728		—		76,500		155		—
Risk participation agreements	708,259		—		1		635,891		—		3
Foreign exchange contracts	41,420		637		—		20,439		—		516
Visa derivative	—		—		1,643		—		—		3,453
Total derivatives not designated as hedging instruments			$	155,049	$	376,509			$	89,815	$	326,301

The following table presents the effect of hedging derivative instruments in the consolidated statements of income and the total amounts for the respective line item affected for the three and nine months ended September 30, 2023 and 2022.


	Three Months Ended September 30, 2023
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt
Total interest income/expense amounts presented in the consolidated statements of income	$	686,094	$	292,060	$	50,524

Gain/(loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(48,296)	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(48,296)	$	—	$	—

Gain/(loss) on fair value hedging relationships:
Amounts related to interest settlements and amortization on derivatives	$	—	$	(6,806)	$	(5,188)
Recognized on derivatives	—		1,072		(939)
Recognized on hedged items	—		(1,072)		939
Pre-tax income (loss) recognized on fair value hedges	$	—	$	(6,806)	$	(5,188)

	Three Months Ended September 30, 2022
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt		Other borrowings
Total interest income/expense amounts presented in the consolidated statements of income	$	478,448	$	46,917	$	22,156	$	4,307

Gain/(loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(10,253)	$	—	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(10,253)	$	—	$	—	$	—

Gain/(loss) on fair value hedging relationships:

Recognized on derivatives	$	—	$	(17,523)	$	(17,769)	$	(300)
Recognized on hedged items	—		17,523		17,769		300
Pre-tax income (loss) recognized on fair value hedges	$	—	$	—	$	—	$	—


	Nine Months Ended September 30, 2023
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt
Total interest income/expense amounts presented in the consolidated statements of income	$	1,985,881	$	707,774	$	148,968

Gain/(loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(130,935)	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(130,935)	$	—	$	—

Gain/(loss) on fair value hedging relationships:
Amounts related to interest settlements and amortization on derivatives	$	—	$	(15,959)	$	(12,418)
Recognized on derivatives	—		(7,224)		(6,365)
Recognized on hedged items	—		7,224		6,365
Pre-tax income (loss) recognized on fair value hedges	$	—	$	(15,959)	$	(12,418)

	Nine Months Ended September 30, 2022
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt		Other borrowings
Total interest income/expense amounts presented in the consolidated statements of income	$	1,230,847	$	79,077	$	41,069	$	5,432

Gain/(loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	4,556	$	—	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	4,556	$	—	$	—	$	—

Gain/(loss) on fair value hedging relationships:

Recognized on derivatives	$	—	$	(20,341)	$	(19,224)	$	(300)
Recognized on hedged items	—		20,341		19,224		300
Pre-tax income (loss) recognized on fair value hedges	$	—	$	—	$	—	$	—

(1) See "Part I - Item 1. Financial Statements and Supplementary Data - Note 5 - Shareholders' Equity and Other Comprehensive Income (Loss)" for gain (loss) recognized on cash flow hedging relationships in AOCI.

The following table presents the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of the hedged assets/(liabilities) in fair value hedging relationships.


	September 30, 2023						December 31, 2022
	Hedged Items Currently Designated				Hedged Items No Longer Designated		Hedged Items Currently Designated
(in thousands)	Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment				Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
Interest-bearing deposits	$	(2,073,504)	$	7,224	$	1,669	$	(1,680,000)	$	24,227
Long-term debt	(695,562)		6,366		7,546		(545,787)		19,348

During the three months ended September 30, 2023, Synovus terminated fair value hedges related to interest-bearing deposits and long-term debt with carrying values of $150.0 million and $347.6 million, respectively. The remaining fair value basis adjustments on the terminated hedging relationships will be amortized into interest expense over the respective remaining terms.

The pre-tax effect of changes in fair value from derivative instruments not designated as hedging instruments in the consolidated statements of income for the three and nine months ended September 30, 2023 and 2022 is presented below.


		Gain (Loss) Recognized in Consolidated Statements of Income
		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Location in Consolidated Statements of Income	2023		2022		2023		2022
Derivatives not designated as hedging instruments:
Interest rate contracts(1)	Capital markets income	$	1,137	$	137	$	465	$	1,546
Mortgage derivatives - interest rate lock commitments	Mortgage banking income	(280)		(1,966)		282		(2,890)
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans	Mortgage banking income	323		4,114		573		4,469
Risk participation agreements	Capital markets income	1		1		2		36
Foreign exchange contracts	Capital markets income	551		97		1,153		482
Visa derivative	Other non-interest expense	(900)		—		(3,927)		(3,500)
Total derivatives not designated as hedging instruments		$	832	$	2,383	$	(1,452)	$	143

(1) Gain (loss) represents net fair value adjustments (including credit related adjustments) for client swaps.

Note 8 - Net Income Per Common Share

The following table displays a reconciliation of the information used in calculating basic and diluted net income per common share for the three and nine months ended September 30, 2023 and 2022. Diluted net income per common share incorporates the potential impact of contingently issuable shares, including awards which require future service as a condition of delivery of the underlying common stock.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2023		2022		2023		2022
Basic Net Income Per Common Share:
Net income available to common shareholders	$	87,423	$	194,753	$	447,110	$	527,260
Weighted average common shares outstanding	146,170		145,386		146,028		145,329
Net income per common share, basic	$	0.60	$	1.34	$	3.06	$	3.63
Diluted Net Income Per Common Share:
Net income available to common shareholders	$	87,423	$	194,753	$	447,110	$	527,260
Weighted average common shares outstanding	146,170		145,386		146,028		145,329
Effect of dilutive outstanding equity-based awards	570		1,032		655		1,136
Weighted average diluted common shares	146,740		146,418		146,683		146,465
Net income per common share, diluted	$	0.60	$	1.33	$	3.05	$	3.60

For the three months ended September 30, 2023 and 2022, there were 273 thousand and 21 thousand, respectively, potentially dilutive shares related to stock options to purchase shares of common stock that were outstanding. For the nine months ended September 30, 2023 and 2022, there were 273 thousand and 21 thousand, respectively, potentially dilutive shares related to stock options to purchase shares of common stock that were outstanding. These potentially dilutive shares were not included in the computation of diluted net income per common share because the effect would be anti-dilutive.

Note 9 - 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 clients. 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 client 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 tax credits, CRA partnerships, and other investments.

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. At September 30, 2023 and December 31, 2022, the ACL for unfunded commitments was $55.2 million and $57.5 million, respectively. Additionally, an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets.

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


(in thousands)	September 30, 2023		December 31, 2022
Letters of credit(1)	$	185,913	$	220,622
Commitments to fund commercial and industrial loans	10,417,395		9,970,733
Commitments to fund commercial real estate, construction, and land development loans	2,781,046		3,629,531
Commitments under home equity lines of credit	2,138,012		2,156,641
Unused credit card lines	461,216		461,443
Other loan commitments	676,916		742,976
Total letters of credit and unfunded lending commitments	$	16,660,498	$	17,181,946


Tax credits, CRA partnerships, and other investments with a future funding commitment:
Carrying amount included in other assets	$	544,619	$	488,944
Amount of future funding commitments	306,183		283,212
Permanent and short-term construction loans and letter of credit commitments(2)	199,819		177,998
Funded portion of permanent and short-term loans and letters of credit(3)	170,809		234,166

(1) Represent the contractual amount net of risk participations purchased of approximately $23.4 million and $25.7 million at September 30, 2023 and December 31, 2022, respectively.

(2) Represent the contractual amount net of risk participations of $9.4 million and $4.7 million at September 30, 2023 and December 31, 2022, respectively.

(3) Represent the contractual amount net of risk participations of $2.0 million and $6.9 million at September 30, 2023 and December 31, 2022, respectively.

Merchant Services

In accordance with credit and debit card association rules, Synovus provides merchant processing services for clients with a 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 nine months ended September 30, 2023, Synovus and the sponsored entities processed and settled $27.78 billion and $87.28 billion of transactions, respectively. For the three and nine months ended September 30, 2022, Synovus and the sponsored entities processed and settled $30.33 billion and $89.94 billion of transactions, respectively.

Beginning in August of 2023, one sponsored MPS experienced an unusual spike in chargebacks due to the bankruptcy of one of its merchants. Synovus agreed to advance funds, and will continue to advance funds as appropriate, to the MPS to cover chargebacks relating to this sponsored merchant, mitigating the additional risk contractually with an enhanced security interest in certain assets. As of September 30, 2023, Synovus had advanced $10.8 million to this MPS to cover these chargebacks and expects full recovery of any funds advanced to the MPS to cover chargebacks.

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 and governmental 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, 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 September 30, 2023 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. Under GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely,” and an event is “remote” if the “chance of the future event or events occurring is slight." 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 10 - Segment Reporting

Synovus' business segments are based on the products and services provided or the clients served and reflect the manner in which financial information is evaluated by the chief operating decision maker. During the second quarter of 2023, Synovus updated its internal management reporting structure to transfer Capital Markets activities and related personnel from the Financial Management Services segment to the Wholesale Banking segment. Accordingly, its operating segment reporting structure was also updated. Synovus has four major reportable business segments: Wholesale Banking, Community Banking, Consumer Banking, and Financial Management Services, 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.

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, revenue, and expense not allocated or attributable to a particular business segment are included in Treasury and Corporate Other. Synovus's third-party consumer loans and loans held for sale, PPP loans, as well as CIB 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 Wholesale Banking business segment serves primarily larger corporate and governmental clients by providing commercial lending, capital markets, deposit, and capital markets services through specialty teams including middle market, CRE, senior housing, national accounts, premium finance, structured lending, healthcare, asset-based lending, public finance, restaurant services, community investment capital, and capital markets.

The Community Banking business segment primarily serves small and medium-sized commercial clients as well as individual private wealth clients using a relationship-based approach. The commercial component of this segment focuses on

locally owned and operated businesses. Private wealth services are delivered to the individuals operating the businesses as well as other individuals in the communities in which the Community Bank operates. A comprehensive set of banking products are offered to the client set, including a full suite of lending, payments, and depository products as well as financial planning services.

The Consumer Banking business segment serves individual and small business clients through its branch and ATM network, in addition to digital and telephone channels. This segment provides individuals and small businesses with an array of comprehensive banking products and services, including depository accounts, credit and debit cards, payment solutions, goal-based planning, home equity and other consumer loans, and small business lending solutions.

The Financial Management Services business segment serves its clients by providing mortgage, trust services, professional portfolio management for fixed-income securities, securities underwriting and distribution, the execution of securities transactions as a broker/dealer, asset management, financial planning, and family office 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 includes certain assets and/or liabilities managed within that function. Additionally, Treasury and Corporate Other also charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives of various assets and liabilities, and the Company's broader funding profile.

The following tables present certain financial information for each reportable business segment for the three and nine months ended September 30, 2023 and 2022. 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. Loan and deposit transfers occur from time to time between reportable business segments primarily to maintain the migration of clients and relationship managers between segments. Prior periods have been adjusted accordingly.


	Three Months Ended September 30, 2023
(in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Net interest income	$	213,485	$	107,446	$	153,545	$	17,771	$	(49,088)	$	443,159
Non-interest revenue	10,329		14,161		18,901		48,348		15,400		107,139
Non-interest expense	62,542		39,394		51,737		43,094		156,765		353,532
Pre-provision net revenue (PPNR)	$	161,272	$	82,213	$	120,709	$	23,025	$	(190,453)	$	196,766


	Three Months Ended September 30, 2022
(in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Net interest income	$	175,342	$	105,756	$	124,446	$	17,076	$	55,299	$	477,919
Non-interest revenue	9,790		11,768		21,498		46,615		14,627		104,298
Non-interest expense	29,888		32,954		50,871		42,620		137,677		294,010
Pre-provision net revenue (PPNR)	$	155,244	$	84,570	$	95,073	$	21,071	$	(67,751)	$	288,207


	Nine Months Ended September 30, 2023
(in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Net interest income	$	606,919	$	329,093	$	466,289	$	51,452	$	(74,311)	$	1,379,442
Non-interest revenue	39,980		53,202		60,611		150,639		48,109		352,541
Non-interest expense	129,531		108,096		152,159		129,747		463,033		982,566
Pre-provision net revenue (PPNR)	$	517,368	$	274,199	$	374,741	$	72,344	$	(489,235)	$	749,417


	Nine Months Ended September 30, 2022
(in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Net interest income	$	501,326	$	302,774	$	325,578	$	52,895	$	112,982	$	1,295,555
Non-interest revenue	27,473		37,819		65,236		136,975		39,394		306,897
Non-interest expense	83,630		96,043		146,365		131,023		391,450		848,511
Pre-provision net revenue (PPNR)	$	445,169	$	244,550	$	244,449	$	58,847	$	(239,074)	$	753,941


	September 30, 2023
(dollars in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Loans, net of deferred fees and costs	$	26,271,923	$	7,938,010	$	2,817,383	$	5,349,276	$	1,303,318	$	43,679,910
Total deposits	$	13,037,012	$	10,205,004	$	18,745,835	$	183,329	$	8,032,710	$	50,203,890
Total full-time equivalent employees	344		585		1,549		657		1,781		4,916

	December 31, 2022
(dollars in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Loans, net of deferred fees and costs	$	25,865,667	$	8,138,606	$	2,933,504	$	5,157,014	$	1,621,562	$	43,716,353
Total deposits	$	12,942,732	$	10,798,409	$	18,561,521	$	102,496	$	6,466,401	$	48,871,559
Total full-time equivalent employees	337		598		1,532		768		1,792		5,027

Note 11 - Subsequent Event

Synovus Financial Corp. commenced a cash tender offer on November 2, 2023 to purchase up to $150 million in aggregate principal amount of its outstanding 5.90% Fixed-to-Fixed Rate Subordinated Notes due February 7, 2029. The tender offer will expire on December 1, 2023, unless it is earlier terminated or extended. The tender offer is being made to Holders of the Notes and is exclusively pursuant to an offer to purchase dated November 2, 2023, which sets forth the terms and conditions of the tender offer.

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)						competition in the financial services industry, including competition from nontraditional banking institutions such as Fintechs;

(2)						our ability to realize the expected benefits from our strategic initiatives or other operational and execution goals in the time period expected, which could negatively affect our future profitability;

(3)						an economic downturn and contraction, including a recession, and the resulting effects on our capital, financial condition, credit quality, results of operations and future growth, including that the strength of the current economic environment could be further weakened by prolonged periods of inflation and rising interest rates;

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

(5)						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;

(6)						the impacts of the adverse developments in the banking industry highlighted by high-profile bank failures, including impacts on client confidence, deposit outflows, liquidity, and the regulatory response thereto;

(7)						our ability to attract and retain employees and the impact of senior leadership transitions that are key to our strategic initiatives;

(8)						our strategic implementation of new lines of business, new products and services, and new technologies and the expansion of our existing business opportunities with a renewed focus on innovation;

(9)						prolonged periods of high inflation and their effects on our business, profitability, and our stock price;

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

(11)						the impact of recent, proposed, and potential changes in governmental policy, laws and regulations, potential, proposed, and recently enacted changes in monetary policy and 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, including rising inflationary pressures and interest rate increases;

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

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

(14)						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 disruptions in service or financial difficulties with a third-party vendor or business relationship;


(15)						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;

(16)						our asset quality may deteriorate or that our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures;

(17)						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 by virtue of our relationships with third-party business partners, as well as our relationships with third-party vendors and other service providers;

(18)						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;

(19)						if economic conditions worsen or regulatory capital rules are modified, we may be required to undertake initiatives to improve or conserve our capital position;

(20)						our ability to identify and address cyber-security risks (including those impacting our vendors and other third parties) 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;

(21)						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;

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

(23)						our ESG strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, employee, client, and third-party relationships;

(24)						the risks related to the transition from LIBOR to any alternate reference rate we may use;

(25)						we could realize losses if we sell assets and the proceeds we receive are lower than the carrying value of such assets and such losses could negatively impact market perceptions of us and could lead to deposit withdrawals;

(26)						our ability to obtain regulatory approval to take certain actions, including any dividends on our common stock or preferred stock, any repurchases of common stock, or any other issuance or redemption of any other regulatory capital instruments, as well as any applications in respect to strategic initiatives;

(27)						we may not be able to identify suitable bank and non-bank acquisition opportunities as part of our growth strategy and even if we are able to identify attractive acquisition opportunities, we may not be able to complete such transactions on favorable terms or realize the anticipated benefits from such acquisitions;

(28)						our concentrated operations in the Southeastern U.S. make us vulnerable to local economic conditions, local weather catastrophes, public health issues, and other external events;

(29)						the costs and effects of litigation, investigations, or similar matters, or adverse facts and developments related thereto;

(30)						the fluctuation in our stock price and general volatility in the stock market;

(31)						a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the debt ceiling and the federal budget;

(32)						the risk that the regulatory environment may not be conducive to or may prohibit the consummation of future mergers and/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and may reduce the anticipated benefit;

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

(34)						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' 2022 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 statement 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 consumer banking in addition to a full suite of specialized products and services, including private banking, treasury management, wealth management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, 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 Creative Financial Group division. On September 30, 2023, Synovus sold its asset management firm GLOBALT to its management team. The divestiture will be immaterial to earnings, and we will continue to meet our wealth clients' needs through other lines of business.

Synovus Bank is positioned in some of the highest growth markets in the Southeast, with 246 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 nine months ended September 30, 2023 and financial condition as of September 30, 2023 and December 31, 2022. 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' 2022 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.

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

DISCUSSION OF RESULTS OF OPERATIONS


Table 1 - Consolidated Financial Highlights
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands, except per share data)	2023			2022			Change		2023			2022			Change
Net interest income	$	443,159		$	477,919		(7)	%	$	1,379,442		$	1,295,555		6	%
Provision for (reversal of) credit losses	72,572			25,581			184		143,607			49,669			189
Non-interest revenue	107,139			104,298			3		352,541			306,897			15
Total revenue	550,298			582,217			(5)		1,731,983			1,602,452			8
Non-interest expense	353,532			294,010			20		982,566			848,511			16
Income before income taxes	124,194			262,626			(53)		605,810			704,272			(14)
Net income attributable to Synovus Financial Corp.	97,095			203,044			(52)		473,364			552,132			(14)
Net income available to common shareholders	87,423			194,753			(55)		447,110			527,260			(15)
Net income per common share, basic	0.60			1.34			(55)		3.06			3.63			(16)
Net income per common share, diluted	0.60			1.33			(55)		3.05			3.60			(15)
Net interest margin(1)	3.11		%	3.47		%	(36)	bps	3.25		%	3.24		%	1	bps
Net charge-off ratio(1)	0.61			0.04			57		0.34			0.13			21
Return on average assets(1)	0.64			1.39			(75)		1.05			1.29			(24)
Efficiency ratio-TE	64.11			50.41			1,370		56.62			52.86			376

(1) Annualized


	September 30, 2023			June 30, 2023			Sequential Quarter Change			September 30, 2022			Year-Over-Year Change
(dollars in thousands)
Loans, net of deferred fees and costs	$	43,679,910		$	44,353,537		$	(673,627)		$	42,571,458		$	1,108,452
Total average loans	43,500,216			44,099,115			(598,899)			41,768,372			1,731,844
Total deposits	50,203,890			50,080,392			123,498			47,697,564			2,506,326
Core deposits (excludes brokered deposits)	43,982,131			43,550,624			431,507			43,199,755			782,376
Total average deposits	50,112,575			49,719,079			393,496			48,430,869			1,681,706
Non-performing assets ratio	0.64		%	0.59		%	5		bps	0.32		%	32		bps
Non-performing loans ratio	0.64			0.59			5			0.29			35
Past due loans over 90 days	0.01			0.01			—			0.01			—
CET1 capital	$	5,182,453		$	5,133,546		$	48,907		$	4,769,179		$	413,274
Tier 1 capital	5,719,598			5,670,691			48,907			5,306,324			413,274
Total risk-based capital	6,709,654			6,664,033			45,621			6,237,082			472,572
CET1 capital ratio	10.13		%	9.86		%	27		bps	9.52		%	61		bps
Tier 1 capital ratio	11.18			10.89			29			10.59			59
Total risk-based capital ratio	13.12			12.80			32			12.45			67
Total Synovus Financial Corp. shareholders’ equity to total assets ratio	7.65			7.88			(23)			7.21			44
Return on average common equity(1)	8.2			15.5			(730)			18.7			(1,050)

(1) Quarter annualized

Economic Environment and Recent Events

In an effort to achieve its inflation objectives, the Federal Reserve has aggressively tightened monetary policy by significantly raising market interest rates throughout 2022 and 2023, with estimates calling for a higher FOMC policy rate for longer. The extent of interest rate increases and the period of time that these higher rates will remain in effect continues to depend on the level of inflation and strength of the labor market.

Outside of inflation, economic uncertainty and market disruptions remain, including geopolitical tensions from conflict in the Middle East, Russia’s prolonged war in Ukraine, the strained relationship between the U.S. and China, and to a lesser

extent, the lingering impact of the COVID-19 pandemic on global supply chains, tourism, business travel, immigration, and labor participation. Multiple mixed signals make navigating the way ahead difficult as evidenced by the volatility in capital markets and wide ranges of multiple economic outlooks.

U.S. fiscal policy has been expansionary in recent years, leaving a significant federal deficit which will most likely continue to grow, at least in the near term. The Inflation Reduction Act (IRA), signed into law in August 2022, raises federal revenue by imposing an alternative corporate minimum tax if certain thresholds are met and a non-deductible excise tax on corporate share repurchases. The IRA does not have a significant immediate impact on Synovus.

The bank failures in March and May of 2023 and the subsequent response by both the banking industry and the Federal Reserve served to mitigate the risks of the failures becoming more systemic. However, the residual impacts on the broader economic environment remain uncertain and have generally presented a more challenging outlook for the banking industry. The impact of reactions to the bank failures include a proposed FDIC special assessment, increased regulatory scrutiny, future regulatory changes, continued pressure on deposits and liquidity, and a generally less sanguine outlook regarding bank profitability going forward.

Despite the headwinds discussed above, our presence in strong Southeastern U.S. growth markets positions Synovus to execute on our revised 2023 guidance outlined below by making prudent decisions around business mix, balance sheet optimization, and operating expenses, all of which will support enhanced financial performance and a return to growth as we proceed through 2024.

Executive Summary

Net income available to common shareholders for the third quarter of 2023 was $87.4 million, or $0.60 per diluted common share, compared to $194.8 million, or $1.33 per diluted common share, for the third quarter of 2022. Net income available to common shareholders for the nine months ended September 30, 2023 was $447.1 million, or $3.05 per diluted common share, compared to $527.3 million, or $3.60 per diluted common share, for the nine months ended September 30, 2022. The year-over-year changes were primarily impacted by higher interest income from increased rates largely offset by higher funding costs as well as higher non-interest expense primarily resulting from losses on strategic loan sales, restructuring charges related to a voluntary early retirement program, investments in our workforce and new business initiatives. Provision for credit losses was also higher compared to the same periods in 2022, driven by increased net charge-offs largely resulting from loan sales and exposure to a nationally syndicated credit.

Net interest income for the nine months ended September 30, 2023 was $1.38 billion, up $83.9 million, or 6%, compared to the same period in 2022. Net interest margin was up 1 bp over the comparable nine-month period to 3.25% as the benefits of our asset sensitive balance sheet and average loan growth were largely offset by continued increases in funding costs. Net interest margin for the third quarter was 3.11%, down 9 bps on a linked quarter basis, as the asset side of our balance sheet continued to benefit from higher rates, but the associated lagged impact from higher deposit pricing combined with remixing within our non-interest-bearing deposits resulted in margin compression.

Non-interest revenue for the third quarter of 2023 was $107.1 million, up $2.8 million, or 3%, and year-to-date was $352.5 million, up $45.6 million, or 15%, compared to the same periods in 2022.The primary drivers of the increase in the quarter-to-date comparative periods included higher card fees and increased brokerage revenue partially offset by lower service charges on deposits accounts. The primary drivers of the year-to-date increase included higher wealth revenue, a $13.1 million recovery of a non-performing asset related to Qualpay, a $7.0 million write-down on a minority Fintech investment that impacted earnings on equity method investments in the second quarter of 2022, and higher card fees. See Note 1 - Basis of Presentation and Accounting Policies for further discussion on Qualpay.

Non-interest expense for the third quarter of 2023 was $353.5 million, up $59.5 million, or 20%, and year-to-date was $982.6 million, up $134.1 million, or 16%, compared to the same periods in 2022. The increases were impacted by $31.0 million and $50.1 million, respectively, in losses for the three and nine months ended September 30, 2023 related to the strategic sales of medical office buildings loans and third-party consumer loans that closed in the third quarter of 2023, in addition to restructuring charges of $18.4 million recorded in the third quarter of 2023 for one-time termination benefits associated with a voluntary early retirement program offered to certain qualified employees. The nine months ended September 30, 2022 also benefited from a $7.3 million reversal of restructuring charges. The remaining increases were primarily due to investments in and expansion of our workforce and new business initiatives as well as the industry-wide increase in FDIC expense.

At September 30, 2023, loans, net of deferred fees and costs, of $43.68 billion, decreased $36.4 million, from December 31, 2022. Growth in C&I loans has been diversified but tempered somewhat by a strategic decline in loan-only relationships while CRE loans were impacted by the $1.17 billion medical office buildings loans sale that occurred during the third quarter of 2023. Excluding that sale, CRE growth was primarily a function of draws related to existing commitments and

low levels of pay-offs. The decline in consumer loans was impacted by the disposition of $421.7 million of third-party consumer loans that closed in the third quarter of 2023.

Credit metrics continue to migrate from historically low levels with NPAs and NPLs both at 64 bps and total past dues at 13 bps, as a percentage of total loans at September 30, 2023. Year-to-date net charge-offs were $111.8 million, or 34 bps annualized, and included charge-offs of $31.3 million related to the sales of medical office buildings loans and third-party consumer loans that closed in the third quarter of 2023. During the third quarter of 2023, Synovus also charged-off $23.3 million related to exposure in a nationally syndicated credit. The ACL at September 30, 2023 totaled $532.7 million, an increase of $31.8 million from December 31, 2022, and the ACL to loans coverage ratio at September 30, 2023 of 1.22% increased 7 bps compared to December 31, 2022.

Total period-end deposits at September 30, 2023 increased $1.33 billion, or 3%, compared to December 31, 2022. Fluctuations among core deposits categories, including a decrease in non-interest-bearing demand deposits and money market accounts, with an offsetting increase in time deposits, was primarily a function of the rate environment, as well as deployment of excess cash in the case of non-interest-bearing deposits. Additionally, brokered deposits increased from December 31, 2022 as a result of continued proactive management of our balance sheet position. Average deposit costs of 2.31% for the third quarter of 2023 increased 193 bps from the prior year comparable period primarily due to the impact of the FOMC's rate hikes of 225 bps from September 30, 2022 to September 30, 2023. Deposit costs were impacted by pricing lags on core interest-bearing deposits as well as the decline in non-interest-bearing demand deposits.

More detail on Synovus' financial results for the three and nine months ended September 30, 2023 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 "Part 1 – Item 1A. – Risk Factors" of Synovus' 2022 Form 10-K.

2023 Updated Guidance

Updated guidance(1) for the full year 2023, compared to 2022, includes strategic shifts in priorities and changes as we have implemented various expense actions:

•Loan growth(2) of 0% to 2%

•Core deposit(3) growth of 1% to 3%

•Adjusted revenue(2)(4)(5) growth of 1% to 2%

•Adjusted non-interest expense(4)(5) growth of 4% to 5%

•Ending CET1 ratio of greater than 10%

•Effective income tax rate of approximately 22%

(1) Adjusted non-interest expense(4) excludes the impact of the proposed FDIC special assessment (expected to be ~$47 million in the fourth quarter of 2023).

(2) Not adjusting for PPP loans or PPP revenue in 2023 updated guidance given relatively immaterial impact to 2022 and 2023 forecasted results.

(3) Excludes brokered deposits.

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

(5) Guidance based on the 2022 baseline: adjusted revenue baseline of $2.21 billion and adjusted non-interest expense of $1.16 billion.

Changes in Financial Condition

During the nine months ended September 30, 2023, total assets decreased $388.4 million to $59.34 billion. Total loans decreased $36.4 million, largely a result of the strategic sales of $1.17 billion of medical office buildings loans and $421.7 million of third-party consumer loans which both closed in the third quarter of 2023, offset by growth primarily driven by loans to relationship-based commercial clients. Deposits increased $1.33 billion, with core deposits growing $409.6 million while fluctuations between deposit categories were primarily driven by the rate environment. Brokered deposits also increased as a result of continued proactive management of our balance sheet position. The loan to deposit ratio was 87.0% at September 30, 2023 as compared to 89.5% at December 31, 2022. Long-term debt has decreased $1.40 billion from December 31, 2022, driven by $1.88 billion lower long-term FHLB advances, with proceeds from the aforementioned strategic sales of non-relationship loans used to reduce wholesale funding, partially offset by the issuance of $500.0 million par value 2028 Synovus Bank Senior Notes in February 2023. Other short-term borrowings decreased $601.0 million primarily as a result of maturities of short-term FHLB Advances.

Total Synovus Financial Corp. shareholders' equity at September 30, 2023 increased $61.2 million compared to December 31, 2022, driven by growth in retained earnings, which included net income attributable to Synovus Financial Corp. of $473.4 million mostly offset by common and preferred stock dividends of $166.6 million and $26.3 million, respectively, as well as an increase in after-tax net unrealized losses on investment securities available for sale of $259.0 million.

Loans

The following table compares the composition of the loan portfolio at September 30, 2023, December 31, 2022, and September 30, 2022.


Table 2 - Loans by Portfolio Class
									September 30, 2023 vs. December 31, 2022 Change								September 30, 2023 vs. September 30, 2022 Change
(dollars in thousands)	September 30, 2023				December 31, 2022								September 30, 2022
Commercial, financial and agricultural	$	14,498,966	33.2	%	$	13,874,416	31.8	%	$	624,550	5	%	$	13,254,966	31.1	%	$	1,244,000	9	%
Owner-occupied	8,281,988		19.0		8,192,240		18.7		89,748		1		7,957,550		18.7		324,438		4
Total commercial and industrial	22,780,954		52.2		22,066,656		50.5		714,298		3		21,212,516		49.8		1,568,438		7
Investment properties	11,377,755		26.1		11,644,047		26.6		(266,292)		(2)		11,238,404		26.4		139,351		1
1-4 family properties	620,904		1.4		616,933		1.4		3,971		1		639,627		1.5		(18,723)		(3)
Land and development	396,194		0.9		389,333		0.9		6,861		2		409,934		1.0		(13,740)		(3)
Total commercial real estate	12,394,853		28.4		12,650,313		28.9		(255,460)		(2)		12,287,965		28.9		106,888		1
Consumer mortgages	5,391,282		12.3		5,214,443		11.9		176,839		3		5,166,928		12.1		224,354		4
Home equity	1,784,356		4.1		1,757,038		4.0		27,318		2		1,708,246		4.0		76,110		4
Credit cards	191,046		0.4		203,612		0.5		(12,566)		(6)		197,978		0.5		(6,932)		(4)
Other consumer loans	1,137,419		2.6		1,824,291		4.2		(686,872)		(38)		1,997,825		4.7		(860,406)		(43)
Total consumer	8,504,103		19.4		8,999,384		20.6		(495,281)		(6)		9,070,977		21.3		(566,874)		(6)
Loans, net of deferred fees and costs	$	43,679,910	100.0	%	$	43,716,353	100.0	%	$	(36,443)	—	%	$	42,571,458	100.0	%	$	1,108,452	3	%

At September 30, 2023, loans, net of deferred fees and costs of $43.68 billion, decreased $36.4 million from December 31, 2022. Growth in C&I loans has been diversified but tempered somewhat by a strategic decline in loan-only relationships while CRE loans were impacted by the $1.17 billion medical office buildings loans sale that occurred during the third quarter of 2023. Excluding that sale, CRE growth was primarily a function of draws related to existing commitments and low levels of pay-offs. The decline in consumer loans was impacted by the disposition of $421.7 million of third-party consumer loans that closed in the third quarter of 2023.

C&I loans remain the largest component of our loan portfolio, representing 52.2% of total loans, while CRE and consumer loans represent 28.4% and 19.4%, respectively. Our portfolio composition is guided by our strategic growth plan, in conjunction with a comprehensive concentration management policy which sets limits for C&I, CRE, and consumer loan levels as well as sub-categories therein.

Commercial Loans

Total commercial loans (which are comprised of C&I and CRE loans) at September 30, 2023 were $35.18 billion, or 80.5% of the total loan portfolio, compared to $34.72 billion, or 79.4%, at December 31, 2022.

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 as well as certain specialized lending verticals. 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 September 30, 2023, 95.0% of Synovus' C&I loans are secured by real estate, business equipment, inventory, and other types of collateral compared to 94.4% as of December 31, 2022. C&I loans at September 30, 2023 grew $714.3 million, or 3%, from December 31, 2022, and resulted primarily from diverse growth across industries and business lines, led by CIB, middle market, and specialty finance. C&I loan growth was also impacted by a strategic decline from loan-only relationships.


Table 3 - Commercial and Industrial Loans by Industry
		September 30, 2023				December 31, 2022
(dollars in thousands)	NAICS Code	Amount		%(1)		Amount		%(1)
Health care and social assistance	62	$	4,900,215	21.5	%	$	4,815,229	21.8	%
Finance and insurance	52	4,328,469		19.0		3,726,279		16.9
Accommodation and food services	72	1,449,253		6.4		1,377,738		6.2
Manufacturing	31-33	1,339,413		5.9		1,465,395		6.6
Real estate and rental and leasing	5311	1,205,014		5.3		1,245,513		5.6
Retail trade	44-45	1,135,148		5.0		1,074,100		4.9
Wholesale trade	42	1,133,148		5.0		1,221,046		5.5
Construction	23	1,126,483		4.9		1,112,135		5.0
Transportation and warehousing	48-49	948,298		4.2		892,479		4.0
Professional, scientific, and technical services	54	925,607		4.1		944,939		4.3
Other services	81	914,977		4.0		929,777		4.2
Real estate other	53	786,609		3.4		788,457		3.6
Arts, entertainment, and recreation	71	558,311		2.4		476,534		2.2
Other industries	(2)	493,654		2.1		353,492		1.7
Public administration	92	453,698		2.0		487,583		2.2
Educational services	61	400,933		1.8		420,343		1.9
Administration, support, waste management, and remediation	56	268,029		1.2		253,459		1.2
Agriculture, forestry, fishing, and hunting	11	240,033		1.0		250,216		1.1
Information	51	173,662		0.8		231,942		1.1
Total commercial and industrial loans		$	22,780,954	100.0	%	$	22,066,656	100.0	%

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

(2) Comprised of NAICS industries that are less than 2% of total C&I loans.

At September 30, 2023, $14.50 billion of C&I loans, or 33.2% of the total loan portfolio, 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 September 30, 2023, $8.28 billion of C&I loans, or 19.0% 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 predominantly 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 $12.39 billion decreased $255.5 million, or 2%,

from December 31, 2022, primarily due to the $1.17 billion medical office buildings loan sale that was completed during the third quarter of 2023.

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 (medical and non-medical), shopping centers, warehouses and other commercial development properties. Total investment properties loans as of September 30, 2023 were $11.38 billion, or 91.8% of the CRE loan portfolio, and decreased $266.3 million, or 2%, from December 31, 2022, primarily due to the aforementioned medical office buildings loans sale. Excluding the strategic sale, growth was primarily in the multi-family category and arose largely from draws related to existing commitments and low levels of pay-off activity.

The following table shows the principal categories of the investment properties loan portfolio at September 30, 2023 and December 31, 2022.


Table 4 - Investment Properties Loan Portfolio
	September 30, 2023				December 31, 2022
(dollars in thousands)	Amount		% (1)		Amount		% (1)
Multi-Family	$	3,930,617	34.5	%	$	3,134,571	26.9	%
Hotels	1,790,094		15.7		1,708,194		14.7
Medical Office Buildings	417,902		3.7		1,561,957		13.4
Non-Medical Office Buildings	1,493,193		13.1		1,449,954		12.5
Shopping Centers	1,327,770		11.7		1,403,928		12.0
Warehouses	985,723		8.7		1,035,152		8.9
Other investment property	1,432,456		12.6		1,350,291		11.6
Total investment properties loans	$	11,377,755	100.0	%	$	11,644,047	100.0	%

(1) Loan balance in each category expressed as a percentage of total investment properties loans.

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 properties are primarily located in the markets served by Synovus. At September 30, 2023, 1-4 family properties loans totaled $620.9 million, or 5.0% of the CRE loan portfolio, and increased slightly from December 31, 2022.

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 $396.2 million at September 30, 2023 increased marginally from December 31, 2022.

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, home equity and consumer credit card loans, as well as both secured and unsecured loans from third-party lending. As of September 30, 2023, weighted-average FICO scores within the residential real estate portfolio based on committed balances were 783 for consumer mortgages and 796 for home equity, consistent with year-end 2022 scores.

Consumer loans at September 30, 2023 of $8.50 billion decreased $495.3 million, or 6%, compared to December 31, 2022. Mortgage loans increased $176.8 million from December 31, 2022 largely driven by seasonally higher production in the second quarter of 2023, including our physician product, in addition to lower levels of pay-offs. Other consumer loans decreased $686.9 million from December 31, 2022, primarily due to the disposition of $421.7 million of third-party consumer loans in addition to strategic runoff of the third-party lending portfolio.

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 11 - Quarter-to-Date Net Interest Income and Rate/Volume Analysis

and Table 12 - Year-to-Date Net Interest Income and Rate/Volume Analysis in this Report for information on average deposits including average rates.


Table 5 - Composition of Period-end Deposits
(dollars in thousands)	September 30, 2023		%(1)		December 31, 2022		%(1)		September 30, 2022		%(1)
Non-interest-bearing demand deposits(2)	$	12,395,135	24.7	%	$	14,574,451	29.8	%	$	15,373,709	32.2	%
Interest-bearing demand deposits(2)	6,276,124		12.5		5,762,302		11.8		5,777,743		12.1
Money market accounts(2)	10,786,257		21.5		12,479,762		25.5		12,917,599		27.1
Savings deposits(2)	1,132,486		2.2		1,396,431		2.9		1,470,115		3.1
Public funds	6,885,705		13.7		6,635,552		13.6		5,549,665		11.7
Time deposits(2)	6,506,424		13.0		2,724,056		5.6		2,110,924		4.4
Brokered deposits	6,221,759		12.4		5,299,005		10.8		4,497,809		9.4
Total deposits	$	50,203,890	100.0	%	$	48,871,559	100.0	%	$	47,697,564	100.0	%
Core deposits(3)	$	43,982,131	87.6	%	$	43,572,554	89.2	%	$	43,199,755	90.6	%

Brokered time deposits	$	3,698,374	7.4	%	$	3,330,946	6.8	%	$	2,545,199	5.3	%
Public funds time deposits	$	318,605	0.6	%	$	240,022	0.5	%	$	223,961	0.5	%

(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.

Total period-end deposits at September 30, 2023 increased $1.33 billion, or 3%, compared to December 31, 2022. Fluctuations among core deposits categories, including a decrease in non-interest-bearing demand deposits and money market accounts, with an offsetting increase in time deposits, was primarily a function of the rate environment, as well as deployment of excess cash in the case of non-interest-bearing deposits. Compared to the linked quarter, we have started to see a slowing in the trend of clients shifting between time deposits and money market accounts. Additionally, brokered deposits increased from December 31, 2022 as a result of continued proactive management of our balance sheet position.

Average deposit costs of 2.31% for the third quarter of 2023, which equate to a cycle-to-date total deposit beta of 42% through the third quarter of 2023, increased 36 bps and 193 bps, from the prior quarter and prior year comparable period, respectively, primarily due to the impact of the FOMC's rate hikes of 25 bps during the third quarter of 2023 and 225 bps from September 30, 2022 to September 30, 2023. Deposit costs and betas were impacted by the pricing lags on core interest-bearing deposits as well as the decline in non-interest-bearing demand deposits. Our expectations for through-the-cycle total deposit betas are currently 46%-47% at the end of the year.

As of September 30, 2023 and December 31, 2022, $23.18 billion and $23.96 billion, respectively, of our deposit portfolio was uninsured, which represents approximately 45% and 49%, respectively, of total deposits. The uninsured amounts are estimated based on the methodologies and assumptions used for the Bank's regulatory reporting requirements. At September 30, 2023, approximately 86% of our deposits are either insured (55%), collateralized (13%), or could be insured by switching to our insured cash sweep program, which has existing capacity (18%).

Non-interest Revenue

Non-interest revenue for the third quarter of 2023 was $107.1 million, up $2.8 million, or 3%, and year-to-date was $352.5 million, up $45.6 million, or 15%, compared to the same periods in 2022. The primary drivers of the increase in the quarter-to-date comparative periods included higher card fees and increased brokerage revenue partially offset by lower service charges on deposits accounts. The primary drivers of the year-to-date increase included higher wealth revenue, a $13.1 million recovery of a non-performing asset related to Qualpay, a $7.0 million write-down on a minority Fintech investment that impacted earnings on equity method investments in the second quarter of 2022, and higher card fees. See Note 1 - Basis of Presentation and Accounting Policies for further discussion on Qualpay.

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


Table 6 - Non-interest Revenue
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Service charges on deposit accounts	$	21,385	$	23,398	$	(2,013)	(9)	%	$	67,836	$	69,428	$	(1,592)	(2)	%
Fiduciary and asset management fees	20,205		19,201		1,004		5		59,928		59,577		351		1
Card fees	18,602		15,101		3,501		23		51,485		45,946		5,539		12
Brokerage revenue	20,237		17,140		3,097		18		63,703		47,038		16,665		35
Mortgage banking income	3,671		5,065		(1,394)		(28)		12,138		14,922		(2,784)		(19)
Capital markets income	6,377		6,839		(462)		(7)		27,077		19,704		7,373		37
Income from bank-owned life insurance	6,965		6,792		173		3		21,106		22,514		(1,408)		(6)
Insurance revenue	1,394		2,317		(923)		(40)		5,580		6,300		(720)		(11)
Investment securities gains (losses), net	—		—		—		nm		1,030		—		1,030		nm
Gain on sale of GLOBALT	1,929		—		1,929		nm		1,929		—		1,929		nm
Recovery of NPA	—		—		—		nm		13,126		—		13,126		nm
Other non-interest revenue	6,374		8,445		(2,071)		(25)		27,603		21,468		6,135		29
Total non-interest revenue	$	107,139	$	104,298	$	2,841	3	%	$	352,541	$	306,897	$	45,644	15	%

Core banking fees (1)	$	46,034	$	44,139	$	1,895	4	%	$	138,961	$	135,026	$	3,935	3	%
Wealth revenue (2)	$	41,836	$	38,658	$	3,178	8	%	$	129,211	$	112,915	$	16,296	14	%

(1) Core banking fees consist of service charges on deposit accounts, card fees, and several other non-interest revenue components including letter of credit fees, ATM fee income, line of credit non-usage fees, gains (losses) from sales of SBA loans, and miscellaneous other service charges.

(2) Wealth revenue consists of fiduciary and asset management, brokerage, and insurance revenue.

Three and Nine Months Ended September 30, 2023 compared to September 30, 2022

Service charges on deposit accounts, consisting of account analysis fees, NSF fees, and all other service charges declined over the prior year comparable periods. The largest category of service charges, account analysis fees, were up $607 thousand, or 6%, compared to the third quarter of 2022 and increased $1.9 million, or 7%, on a comparable year-to-date basis. NSF/overdraft fees were down $2.6 million, or 33%, and $4.4 million, or 20%, on a quarter-to-date and year-to-date basis, respectively, compared to the prior year and included the impact of NSF/overdraft fee program changes implemented in July 2023. All other service charges on deposit accounts, which consist primarily of monthly fees on consumer demand deposits and small business accounts, for the three and nine months ended September 30, 2023 were down $50 thousand, or 1%, and up $869 thousand, or 5%, respectively, compared to the same periods in 2022.

Fiduciary and asset management fees are derived from providing estate administration, personal trust, corporate trust, corporate bond, investment management, financial planning, and family office services. Fiduciary and asset management fees remained steady despite volatility in the equity markets.

Card fees consist primarily of credit card interchange fees, debit card interchange fees, and merchant revenue. Card fees are reported net of certain associated expense items, including client loyalty program expenses and network expenses. Merchant revenue relates to the fees that are charged to merchant clients based on a percentage of their credit or debit card transaction volume amounts. Card fees for the three and nine months ended September 30, 2023 were up compared to the same periods in 2022, benefiting from increased merchant fees primarily driven by our Qualpay acquisition in addition to higher credit card transaction volumes from elevated commercial/small business spend activity and account growth while the nine months ended September 30, 2023 increase was also impacted by higher merchant revenue resulting from higher sales transaction volumes.

Brokerage revenue consists primarily of brokerage commissions as well as advisory fees earned from the management of client assets. Brokerage revenue for the three and nine months ended September 30, 2023 increased 18% and 35%, respectively, over the prior year comparable periods, benefiting largely from client activity, including movement into short-term liquidity products such as repurchase agreements due to the rate environment.

Mortgage banking income, consisting of net gains on loan origination/sales activities, was lower for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to the rate environment stifling production. Mortgage banking income declined on a year-to-date basis primarily as a result of a $206.8 million, or 33%, decrease in loan sales compared to the same period in 2022. Secondary market production was $154.2 million for the three months ended September

30, 2023, a decline of $20.8 million, or 12%, compared to the third quarter of 2022 while year-to-date, it was $424.2 million, a $172.0 million, or 29%, decline compared to the prior year.

Capital markets income primarily includes fee income from client derivative transactions, as well as fee income from debt capital market transactions and foreign exchange. The decline in the third quarter of 2023 compared to the third quarter of 2022 primarily resulted from a $539 thousand decrease in fees on client derivative transactions, while the year-to-date increase was driven by $6.1 million higher loan syndication arranger fees and $1.1 million higher fee income from debt capital market transactions.

Income from BOLI includes increases in the cash surrender value of policies and proceeds from insurance contracts. The decrease for the nine months ended September 30, 2023 primarily related to $1.9 million lower proceeds from insurance benefits compared to the nine months ended September 30, 2022.

On September 30, 2023, Synovus further simplified its business mix and sold its asset management firm GLOBALT to its management team and recorded a $1.9 million gain, which included an earnout receivable valued at $1.8 million. The divestiture will be immaterial to earnings and will allow us to reallocate capital to higher returning fee income lines of business while continuing to meet our wealth clients’ needs.

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 and loan servicing fees, gains (losses) from sales of SBA loans, and other miscellaneous items. The three months ended September 30, 2023 decrease was largely due to $1.6 million lower loan servicing fees on our third-party lending partnerships while the nine months ended September 30, 2023 comparative period increase was primarily due to a $7.5 million increase in the fair value of non-qualified deferred compensation plan assets and the $7.0 million write-down on a minority Fintech investment recorded in the second quarter of 2022, partially offset by a $3.5 million gain on the sale of a certain real estate partnership in the first quarter of 2022 and $3.3 million lower loan servicing fees on our third-party lending partnerships.

Non-interest Expense

Non-interest expense for the third quarter of 2023 was $353.5 million, up $59.5 million, or 20%, and year-to-date was $982.6 million, up $134.1 million, or 16%, compared to the same periods in 2022. The increases were impacted by $31.0 million and $50.1 million, respectively, in losses for the three and nine months ended September 30, 2023 related to the strategic sales of medical office buildings loans and third-party consumer loans that closed in the third quarter of 2023, in addition to restructuring charges of $18.4 million recorded in the third quarter of 2023 for one-time termination benefits associated with a voluntary early retirement program offered to certain qualified employees. The nine months ended September 30, 2022 benefited from a $7.3 million reversal of restructuring charges. The remaining increases were primarily due to investments in and expansion of our workforce and new business initiatives as well as the industry-wide increase in FDIC expense.

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


Table 7 - Non-interest Expense
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Salaries and other personnel expense	$	179,741	$	173,334	$	6,407	4	%	$	551,667	$	499,081	$	52,586	11	%
Net occupancy, equipment, and software expense	45,790		43,462		2,328		5		131,435		129,538		1,897		1
Third-party processing and other services	21,439		22,539		(1,100)		(5)		64,932		65,486		(554)		(1)
Professional fees	10,147		6,755		3,392		50		28,707		26,094		2,613		10
FDIC insurance and other regulatory fees	11,837		7,707		4,130		54		33,266		20,851		12,415		60
Amortization of intangibles	3,042		2,118		924		44		7,319		6,354		965		15
Restructuring charges (reversals)	17,319		956		16,363		nm		16,476		(7,318)		23,794		nm
Valuation adjustment to Visa derivative	900		—		900		nm		3,927		3,500		427		12
(Gain) loss on early extinguishment of debt	(526)		—		(526)		nm		(903)		677		(1,580)		nm

Loss on other loans held for sale	30,954		—		30,954		nm		50,064		—		50,064		nm
Other operating expense	32,889		37,139		(4,250)		(11)		95,676		104,248		(8,572)		(8)
Total non-interest expense	$	353,532	$	294,010	$	59,522	20	%	$	982,566	$	848,511	$	134,055	16	%

Three and Nine Months Ended September 30, 2023 compared to September 30, 2022

Salaries and other personnel expense increased for the three and nine months ended September 30, 2023 primarily due to the impacts of merit and inflationary wage increases and employee healthcare costs, while the nine months ended September 30, 2023 was also negatively impacted by a $7.5 million change in the fair value of the non-qualified deferred compensation liability (offset in non-interest revenue). Total headcount of 4,997 was down by 127, or 2%, compared to September 30, 2022 primarily as a result of the aforementioned voluntary early retirement program in addition to strategic reductions in areas primarily impacted by production volume declines, somewhat offset by additions in areas associated with revenue growth and certain critical support functions.

Professional fees were up for the three and nine months ended September 30, 2023 mostly due to higher consulting fees largely related to strategic and infrastructure investments and increased legal fees from various transaction-related matters.

FDIC insurance and other regulatory fees increased for the three and nine months ended September 30, 2023, largely due to the industry-wide 2 bps increase in the deposit insurance initial base assessment rate that went into effect in the first quarter of 2023. Moreover, on May 22, 2023, the FDIC published its proposed rule to charge certain banks a special assessment to cover losses incurred by the Deposit Insurance Fund (DIF) due to bank failures in March 2023. The rule proposes a special assessment at an annual rate of 12.5 bps on a bank's uninsured deposits balance, in excess of $5 billion, as of December 31, 2022, payable in eight quarterly installments beginning in the first quarter of 2024. If the rule is finalized as proposed, we expect to record an expense and corresponding liability of approximately $47 million upon the enactment date, which is the date the final rule is published in the Federal Register.

During the three months ended September 30, 2023, restructuring charges (reversals) primarily consisted of $18.4 million in one-time termination benefits associated with a voluntary early retirement program offered to certain qualified employees and $857 thousand in gains on sale of branches previously closed. The nine months ended September 30, 2023 included the aforementioned charges related to the voluntary early retirement program in addition to $4.1 million in gains on the sale of branches previously closed and $1.5 million of additional severance that was unrelated to the amount recorded for the voluntary early retirement program. Restructuring reversals during the nine months ended September 30, 2022 primarily included $12.6 million in gains largely relating to the sale of corporate real estate facilities in Columbus, Georgia.

During the three and nine months ended September 30, 2023, Synovus recorded valuation adjustments of $900 thousand and $3.9 million, respectively, to the Visa derivative associated with an indemnification agreement following Visa's announcement to fund to its litigation escrow account, while during the nine months ended September 30, 2022, $3.5 million was recorded following Visa's litigation escrow funding.

During the three and nine months ended September 30, 2023, Synovus repurchased $9.0 million and $13.6 million, respectively, of its 5.90% Fixed-to-Floating Rate Subordinated Notes on the open market and recognized gains of $526 thousand and $903 thousand, respectively, on the early extinguishment of debt. On February 10, 2022, Synovus Bank

redeemed all of its 2.289% Fixed-to-Floating Rate Senior Bank Notes and incurred a $677 thousand loss on early extinguishment of debt.

During the three and nine months ended September 30, 2023, Synovus recorded losses of $31.0 million and $50.1 million, respectively, related to the strategic sales of medical office buildings loans and third-party consumer loans that closed in the third quarter of 2023. See Note 3 - Loans and Allowance for Loan Losses for further discussion.

Other operating expense 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 expense. Other operating expense was down for the three and nine months ended September 30, 2023 largely due to decreased loan expense from lower production. Year-to-date other operating expense was also impacted by the reversal of a $2.7 million impairment charge related to Qualpay recorded in the first quarter of 2023.

Income Tax Expense

Income tax expense was $27.7 million for the three months ended September 30, 2023, compared to $59.6 million for the three months ended September 30, 2022, representing effective tax rates of 22.3% and 22.7%, respectively. Income tax expense was $133.2 million for the nine months ended September 30, 2023, compared to income tax expense of $152.1 million for the nine months ended September 30, 2022, representing effective tax rates of 22.0% and 21.6%, respectively.

The effective tax rate was lower for the three months ended September 30, 2023, but higher for the nine months ended September 30, 2023, primarily due to a change in the timing and mix of discrete tax items recognized in the comparable periods. These items include tax benefits from share-based compensation, the accrual and release of reserves for uncertain tax positions, and accounting for changes in tax laws, all of which can vary significantly and affect comparability from period to period.

CREDIT QUALITY, CAPITAL RESOURCES AND LIQUIDITY

Credit Quality

Synovus diligently monitors the quality of its loan portfolio by industry, property type, and geography through a thorough portfolio review process and our analytical risk management tools. Credit metrics continue to migrate from historically low levels with NPAs and NPLs both at 64 bps and total past dues at 13 bps, as a percentage of total loans at September 30, 2023. Net charge-offs were $66.8 million, or 61 bps annualized, and $111.8 million, or 34 bps annualized, and included charge-offs of $23.3 million and $31.3 million, respectively, for the three and nine months ended September 30, 2023, related to the strategic sales of medical office buildings loans and third-party lending loans that closed in the third quarter of 2023. During the three months ended September 30, 2023, Synovus also charged-off $23.3 million related to exposure in a nationally syndicated credit. We expect a net charge-off ratio range of 30-40 bps in the fourth quarter of 2023 and a net charge-off ratio range of 25-30 bps for the full year 2023.

The table below includes selected credit quality metrics.


Table 8 - Credit Quality Metrics
(dollars in thousands)	September 30, 2023			December 31, 2022			September 30, 2022
Non-performing loans	$	280,532		$	128,061		$	122,094
Impaired loans held for sale	—			—			447
ORE and other assets	—			15,320			15,320
Non-performing assets	$	280,532		$	143,381		$	137,861
Total loans	$	43,679,910		$	43,716,353		$	42,571,458
Non-performing loans as a % of total loans	0.64		%	0.29		%	0.29		%
Non-performing assets as a % of total loans, ORE, and specific other assets	0.64			0.33			0.32
Loans 90 days past due and still accruing	$	3,792		$	3,373		$	3,443
As a % of total loans	0.01		%	0.01		%	0.01		%
Total past due loans and still accruing	$	54,974		$	65,568		$	63,545
As a % of total loans	0.13		%	0.15		%	0.15		%
Net charge-offs, quarter	$	66,822		13,300			$	4,682
Net charge-offs/average loans, quarter	0.61		%	0.12		%	0.04		%
Net charge-offs, year-to-date	$	111,768		$	53,156		$	39,856
Net charge-offs/average loans, year-to-date	0.34		%	0.13		%	0.13		%


Provision for (reversal of) loan losses, quarter	$	73,116		$	35,366		$	18,204
Provision for (reversal of) unfunded commitments, quarter	(544)			(482)			7,377
Provision for (reversal of) credit losses, quarter	$	72,572		$	34,884		$	25,581
Provision for (reversal of) loan losses, year-to-date	145,876			68,983			33,618
Provision for (reversal of) unfunded commitments, year-to-date	(2,269)			15,570			16,051
Provision for (reversal of) credit losses, year-to-date	143,607			84,553			49,669



Allowance for loan losses	$	477,532		$	443,424		$	421,359
Reserve for unfunded commitments	55,185			57,455			57,936
Allowance for credit losses	$	532,717		$	500,879		$	479,295
ACL to loans coverage ratio	1.22		%	1.15		%	1.13		%
ALL to loans coverage ratio	1.09			1.01			0.99
ACL/NPLs	189.90			391.13			392.56
ALL/NPLs	170.22			346.26			345.11

Non-performing Assets

Total NPAs were $280.5 million at September 30, 2023, a $137.2 million, or 96%, increase from December 31, 2022 primarily due to the designation of several large commercial relationships as non-performing, which are reserved and collateralized.

Criticized and Classified Loans

Our loan ratings are aligned to federal banking regulators' definitions of pass and criticized categories, which include special mention, substandard, doubtful, and loss. Substandard accruing and non-accruing loans, doubtful, and loss loans are often collectively referred to as classified. Special mention, substandard, doubtful, and loss loans are often collectively referred to as criticized and classified loans. The following table presents a summary of criticized and classified loans. Criticized and classified loans at September 30, 2023 were 3.4% of total loans, or $1.48 billion, up $541.8 million as compared to 2.2% of total loans, or $942.1 million, at December 31, 2022.


Table 9 - Criticized and Classified Loans
(dollars in thousands)	September 30, 2023			December 31, 2022
Special mention	$	568,052		$	312,921
Substandard	857,065			626,266
Doubtful	39,987			—
Loss	18,786			2,884
Criticized and Classified loans	$	1,483,890		$	942,071
As a % of total loans	3.4		%	2.2		%

Provision for (Reversal of) Credit Losses and Allowance for Credit Losses

The provision for credit losses was $72.6 million and $143.6 million, respectively, for the three and nine months ended September 30, 2023, compared to a provision of $25.6 million and $49.7 million, respectively, for the three and nine months ended September 30, 2022. The increases were predominantly driven by increased net charge-offs. Net charge-offs for the three and nine months ended September 30, 2023 were $66.8 million and $111.8 million, respectively, as compared to $4.7 million and $39.9 million, respectively, for the three and nine months ended September 30, 2022. As previously mentioned, 2023 net charge-offs were primarily driven by loan sales and exposure to a nationally syndicated credit.

The ALL of $477.5 million and the reserve for unfunded commitments of $55.2 million, which is recorded in other liabilities, comprise the total ACL of $532.7 million at September 30, 2023. The ACL increased $31.8 million compared to the December 31, 2022 ACL of $500.9 million, which consisted of an ALL of $443.4 million and the reserve for unfunded commitments of $57.5 million. The ACL to loans coverage ratio of 1.22% at September 30, 2023 increased 7 bps as compared to December 31, 2022. The increase in the ACL from December 31, 2022 resulted primarily from normalizing observed defaults, reserves on individually evaluated loans, and uncertain economic conditions.

Capital Resources

Synovus and Synovus Bank are required to comply with capital adequacy standards established by our primary federal regulator, the Federal Reserve. Synovus and Synovus Bank measure capital adequacy using the standardized approach under Basel III. At September 30, 2023, Synovus and Synovus Bank's capital levels remained strong and exceeded well-capitalized

requirements currently in effect. The following table presents certain ratios used to measure Synovus and Synovus Bank's capitalization.


Table 10 - Capital Ratios
(dollars in thousands)	September 30, 2023			December 31, 2022
CET1 capital
Synovus Financial Corp.	$	5,182,453		$	4,926,194
Synovus Bank	5,573,571			5,446,703
Tier 1 risk-based capital
Synovus Financial Corp.	5,719,598			5,463,339
Synovus Bank	5,573,571			5,446,703
Total risk-based capital
Synovus Financial Corp.	6,709,654			6,415,681
Synovus Bank	6,256,288			6,079,152
CET1 capital ratio
Synovus Financial Corp.	10.13		%	9.63		%
Synovus Bank	10.93			10.66
Tier 1 risk-based capital ratio
Synovus Financial Corp.	11.18			10.68
Synovus Bank	10.93			10.66
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp.	13.12			12.54
Synovus Bank	12.26			11.89
Leverage ratio
Synovus Financial Corp.	9.38			9.07
Synovus Bank	9.15			9.06

At September 30, 2023, Synovus' CET1 ratio of 10.13% improved 50 bps compared to December 31, 2022, as our organic earnings continue to support capital accretion, which along with recent strategic transactions including loan sales, has been more than sufficient to offset marginal headwinds from the Qualpay acquisition. See Note 1 - Basis of Presentation and Accounting Policies for additional discussion on Qualpay. In light of the persistent uncertain economic environment, in the near-term, we will continue to focus on preserving capital. Over the medium-term, capital management could be more opportunistic, depending on economic outlook, credit migration and growth prospects. For additional information on regulatory capital requirements, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 10 - Regulatory Capital" to the consolidated financial statements of Synovus' 2022 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.

On January 18, 2023, Synovus announced that its Board of Directors approved a capital plan that included a $0.04 increase in the quarterly common stock dividend to $0.38 per share, beginning with the quarterly dividend payable in April 2023, and authorized share repurchases of up to $300 million in 2023. Synovus has not repurchased any shares during 2023.

On August 26, 2020, the federal banking regulators issued a final rule that allowed electing banking organizations that adopted CECL during 2020 to mitigate the estimated effects of CECL on regulatory capital for two years, followed by a three-year phase-in transition period. Synovus adopted CECL on January 1, 2020 and the September 30, 2023 regulatory capital ratios reflect Synovus' election of the five-year transition provision. At September 30, 2023, $29.2 million, or a cumulative 6 bps benefit to CET1, was deferred.

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.

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 $166.6 million, or $1.14 per common share, for the nine months ended September 30, 2023, compared to $148.3 million, or $1.02 per common share, for the nine months ended September 30, 2022. In addition, Synovus declared dividends on its preferred stock of $26.3 million for the nine months ended September 30, 2023 compared to $24.9 million for the nine months ended September 30, 2022.

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 clients, maturities and sales of investment securities, and growth in core and wholesale deposits.

Synovus Bank also generates liquidity through the issuance of brokered certificates of deposit and money market accounts. Synovus Bank accesses 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 the Federal Reserve. Management continuously monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to manage client deposit withdrawals, loan requests, and other funding demands.

Core deposit balances have increased by $409.6 million compared to December 31, 2022. Fluctuations among deposit categories, including a $2.18 billion decrease in non-interest-bearing demand deposits and a $1.69 billion decline in money market accounts, with an offsetting $3.78 billion increase in time deposits, has primarily been a function of the rate environment, as well as deployment of excess cash in the case of non-interest-bearing deposits. Compared to the linked quarter, we have started to see a slowing in the trend of clients shifting between time deposits and money market accounts. Synovus continues to proactively manage its liquidity position, which has included increasing brokered deposits, and robust contingent liquidity is maintained across a diverse set of sources which include immediately available funds as well as funds we expect to be available within short notice. Contingent liquidity sources include primary sources such as FHLB borrowing capacity, FRB cash reserves, and third-party consumer loans, which includes our decision to sell loans from this portfolio and strategic runoff, while secondary sources consist of the Federal Reserve discount window, Fed Funds lines, and other sources like the FRB's Bank Term Funding Program. At September 30, 2023, contingent sources of liquidity totaled approximately $26.7 billion, and based on currently pledged collateral, Synovus Bank had access to FHLB funding of $6.67 billion, subject to FHLB credit policies. Synovus was able to improve its liquidity position by reducing our reliance on wholesale funding by $1.62 billion during the third quarter of 2023.

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, payment of general corporate expense, 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 15, 2023, Synovus Bank issued $500 million aggregate principal amount of 5.625% Senior Bank Notes due 2028, and the Notes will mature on February 15, 2028. The Notes will bear interest at 5.625% per annum, payable semiannually in arrears on each February 15 and August 15, beginning on August 15, 2023. Synovus Bank may not redeem the Notes prior to August 15, 2023. The redemption price for any redemption in whole or in part, at our option, on or after August 15, 2023, and prior to January 15, 2028, is equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on January 15, 2028) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. The redemption price for any redemption after January 15,

2028 is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. The Notes are not redeemable at the option or election of holders.

Synovus presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated funding needs. See "Part II – Item 1A. Risk Factors - Recent negative developments in the banking industry could adversely affect our current and projected business operations and our financial condition and results of operations," of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 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' 2022 Form 10-K. Furthermore, Synovus may, from time to time, take advantage of attractive market opportunities to refinance, retire, or repurchase 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 nine months ended September 30, 2023 increased $3.02 billion, or 5%, as compared to the first nine months of 2022. Average earning assets increased $3.32 billion, or 6%, in the first nine months of 2023 compared to the same period in 2022. The increase in average earning assets primarily resulted from a $3.22 billion, or 8%, increase in average total loans, net of unearned income, primarily attributable to growth in commercial loans largely in the second half of 2022 as well as increased line utilization and low levels of pay-offs.

Average interest-bearing liabilities increased $5.57 billion, or 16%, for the first nine months of 2023 compared to the same period in 2022. The increase in average interest-bearing liabilities largely resulted from a $2.92 billion increase in brokered deposits, a $2.19 billion increase in time deposits, and a $1.89 billion increase in long-term debt, partially offset by a $1.93 billion decrease in money market accounts. The increases in brokered deposits and long-term debt were largely due to the ongoing management of our liquidity position which also included the February 2023 issuance of $500.0 million par value Synovus Bank Senior Notes. The increase in time deposits and decrease in money market accounts were correlated as fluctuations between these categories have been driven by the rate environment. Average non-interest-bearing deposits decreased $2.81 billion, or 17%, for the first nine months of 2023 compared to the same period in 2022 primarily due to the continued pressures from the rate environment and client deployment of excess funds.

On a sequential quarter basis, net interest income was down $12.4 million, or 3%, impacted largely by continued higher deposit costs. Net interest margin for the third quarter was 3.11%, down 9 bps compared to the second quarter of 2023, as the asset side of our balance sheet continued to benefit from higher rates, but the associated lagged impact from higher deposit pricing combined with remixing within our non-interest-bearing deposits resulted in margin compression. We expect net interest margin in the fourth quarter of 2023 to contract at a pace similar to the third quarter of 2023, followed by expectations for a relatively stable margin in the first quarter of 2024.

Net Interest Income and Rate/Volume Analysis

The following tables set forth the major components of net interest income and the related annualized yields and rates for the three and nine months ended September 30, 2023 and 2022, as well as the variances between the periods caused by changes in interest rates versus changes in volume.




Table 11 - Quarter-to-Date Net Interest Income and Rate/Volume Analysis
	Three Months Ended September 30,												2023 Compared to 2022
	2023						2022						Change due to (1)
(dollars in thousands)	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Volume		Yield/ Rate		Increase (Decrease)
Assets
Interest earning assets:
Commercial loans (2) (3)	$	34,990,459	$	579,177	6.57	%	$	32,836,799	$	384,995	4.65	%	$	25,242	$	168,940	$	194,182
Consumer loans (2)	8,509,757		108,065		5.06		8,931,573		94,425		4.21		(4,476)		18,116		13,640
Less: Allowance for loan losses	(461,385)		—		—		(419,160)		—		—		—		—		—
Loans, net	43,038,831		687,242		6.34		41,349,212		479,420		4.60		20,766		187,056		207,822
Investment securities available for sale	11,194,291		61,642		2.20		11,126,705		53,550		1.92		327		7,765		8,092
Trading account assets	16,186		237		5.86		16,771		81		1.93		(3)		159		156
Other earning assets(4)	1,237,445		16,369		5.17		1,012,717		5,791		2.24		1,263		9,315		10,578
FHLB and Federal Reserve Bank stock	244,906		3,783		6.18		244,879		1,412		2.31		—		2,371		2,371
Mortgage loans held for sale	53,904		879		6.52		66,601		862		5.18		(166)		183		17
Other loans held for sale	881,067		17,035		7.57		892,805		11,155		4.89		(145)		6,025		5,880
Total interest earning assets	56,666,630		$	787,187	5.51	%	54,709,690		$	552,271	4.00	%	22,042		212,874		234,916
Cash and due from banks	509,511						557,537
Premises and equipment	365,568						383,189
Other real estate	—						2,398
Cash surrender value of bank-owned life insurance	1,102,626						1,080,914
Other assets(5)	1,272,344						1,322,251
Total assets	$	59,916,679					$	58,055,979
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	10,114,171	$	52,983	2.08	%	$	8,437,408	$	5,782	0.27	%	$	1,141	$	46,060	$	47,201
Money market accounts	13,147,465		95,339		2.88		15,410,964		20,696		0.53		(3,024)		77,667		74,643
Savings deposits	1,178,322		280		0.09		1,508,312		84		0.02		(17)		213		196
Time deposits	6,180,584		59,972		3.85		2,270,163		2,428		0.42		4,140		53,404		57,544
Brokered deposits	6,442,690		83,486		5.14		3,899,669		17,927		1.82		11,666		53,893		65,559
Federal funds purchased and securities sold under repurchase agreements	73,344		296		1.58		240,412		641		1.04		(438)		93		(345)
Other short-term borrowings	1,722		—		—		709,078		3,666		2.02		(3,602)		(64)		(3,666)
Long-term debt	3,230,374		50,524		6.18		2,656,939		22,156		3.29		4,755		23,613		28,368
Total interest-bearing liabilities	40,368,672		$	342,880	3.37	%	35,132,945		$	73,380	0.83	%	$	14,621	$	254,879	$	269,500
Non-interest-bearing demand deposits	13,049,343						16,904,353
Other liabilities	1,713,131						1,340,020
Total equity	4,785,533						4,678,661
Total liabilities and shareholders' equity	$	59,916,679					$	58,055,979
Net interest income and net interest margin, taxable equivalent (6)			$	444,307	3.11	%			$	478,891	3.47	%	$	7,421	$	(42,005)	$	(34,584)
Less: taxable-equivalent adjustment			1,148						972
Net interest income			$	443,159					$	477,919

(1) Changes in rate/volume will equal the increase/ (decrease) in interest income/expense.

(2) Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: 2023 - $11.8 million, 2022 - $11.9 million.

(3) 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.

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

(5) Includes average net unrealized gains (losses) on investment securities available for sale of $(1.60) billion and $(1.06) billion for the three months ended September 30, 2023 and 2022, respectively.

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




Table 12 - Year-to-Date Net Interest Income and Rate/Volume Analysis
	Nine Months Ended September 30,												2023 Compared to 2022
	2023						2022						Change due to (1)
(dollars in thousands)	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Volume		Rate		Increase (Decrease)
Assets
Interest earning assets:
Commercial loans (2) (3)	$	35,216,487	$	1,672,529	6.35	%	$	31,828,932	$	974,024	4.09	%	$	103,629	$	594,876	$	698,505
Consumer loans (2)	8,580,029		316,757		4.92		8,749,927		259,619		3.95		(5,019)		62,157		57,138
Less: Allowance for loan losses	(457,818)		—		—		(419,478)		—				—		—		—
Loans, net	43,338,698		1,989,286		6.14		40,159,381		1,233,643		4.11		98,610		657,033		755,643
Investment securities available for sale	11,229,290		183,118		2.17		11,179,378		151,111		1.80		672		31,335		32,007
Trading account assets	16,302		671		5.49		12,640		193		2.04		56		422		478
Other earning assets(4)	1,398,211		51,660		4.87		1,245,102		8,267		0.88		996		42,397		43,393
FHLB and Federal Reserve Bank stock	277,136		11,439		5.50		195,238		3,917		2.67		1,636		5,886		7,522
Mortgage loans held for sale	48,398		2,297		6.33		85,126		2,665		4.17		(1,146)		778		(368)
Other loans held for sale	625,262		26,995		5.69		739,627		24,133		4.30		(3,678)		6,540		2,862
Total interest earning assets	56,933,297		$	2,265,466	5.32	%	53,616,492		$	1,423,929	3.55	%	97,146		744,391		841,537
Cash and due from banks	593,023						548,322
Premises and equipment	367,332						389,083
Other real estate	—						8,498
Cash surrender value of bank-owned life insurance	1,096,567						1,076,381
Other assets(5)	1,187,026						1,515,226
Total assets	$	60,177,245					$	57,154,002
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	9,702,651	$	118,007	1.63	%	$	9,162,684	$	11,752	0.17	%	$	687	$	105,568	$	106,255
Money market accounts	13,665,672		253,351		2.48		15,592,671		32,896		0.28		(4,036)		224,491		220,455
Savings deposits	1,274,142		771		0.08		1,491,893		223		0.02		(33)		581		548
Time deposits	4,892,146		121,019		3.31		2,700,505		6,254		0.31		5,082		109,683		114,765
Brokered deposits	6,116,392		214,627		4.69		3,192,848		27,952		1.17		25,583		161,092		186,675
Federal funds purchased and securities sold under repurchase agreements	98,212		1,317		1.77		227,335		871		0.51		(493)		939		446
Other short-term borrowings	705,292		24,559		4.59		400,862		4,561		1.50		3,415		16,583		19,998
Long-term debt	3,400,156		148,968		5.80		1,512,059		41,069		3.61		50,980		56,919		107,899
Total interest-bearing liabilities	39,854,663		$	882,619	2.96	%	34,280,857		$	125,578	0.49	%	$	81,185	$	675,856	$	757,041
Non-interest-bearing demand deposits	13,972,152						16,786,794
Other liabilities	1,592,230						1,243,900
Total equity	4,758,200						4,842,451
Total liabilities and shareholders' equity	$	60,177,245					$	57,154,002
Net interest income and net interest margin, taxable equivalent (6)			$	1,382,847	3.25	%			$	1,298,351	3.24	%	$	15,961	$	68,535	$	84,496
Less: taxable-equivalent adjustment			3,405						2,796
Net interest income			$	1,379,442					$	1,295,555

(1) Changes in rate/volume will equal the increase/ (decrease) in interest income/expense.

(2) Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: 2023 - $34.6 million, 2022 - $45.6 million.

(3) 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.

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

(5) Includes average net unrealized gains (losses) on investment securities available for sale of $(1.53) billion and $(747.7) million for the nine months ended September 30, 2023 and 2022, respectively.

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

Market Risk Analysis

Interest rate risk is the primary market risk to which Synovus is potentially exposed. Synovus measures the sensitivity of net interest income to changes in market interest rates through the use of simulation modeling, 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 client behaviors. This includes estimates for deposit repricing characteristics which, for purposes of the sensitivity estimates provided below, relies upon a constant, through-the-cycle total deposit cost beta of approximately 42% as of the most recently reported period. 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 forecast assuming a relatively flat interest rate environment, with the federal funds rate at the Federal Reserve’s targeted range of 5.25% to 5.50% as of September 30, 2023 and the prime rate of 8.50% as of September 30, 2023. Synovus has modeled the impact of an immediate change in market interest rates across the yield curve of 100 and 200 bps to determine the sensitivity of net interest income for the next twelve months. As illustrated in the table below, the net interest income sensitivity derived from this simulation suggests that net interest income is projected to increase by 4.8% and 2.4% if interest rates increased by 200 and 100 bps, respectively. Net interest income is projected to decrease by 2.6% and 5.3% if interest rates decreased by 100 and 200 bps, respectively.

The following table represents the estimated sensitivity of net interest income at September 30, 2023, with comparable information for December 31, 2022.


Table 13 - Twelve Month Net Interest Income Sensitivity
	Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next twelve months)

Change in Interest Rates (in bps)	September 30, 2023	December 31, 2022
+200	4.8%	6.4%
+100	2.4	3.1
-100	(2.6)	(3.5)
-200	(5.3)	(7.5)

While all of the above estimates are reflective of the general interest rate sensitivity of Synovus, local market conditions, the realized growth and remixing of the balance sheet, as well as the broader macroeconomic environment could all have a significant impact on both the sensitivity and realized level of net interest income. Additionally, should there be differences between realized deposit betas for a given level of rates as compared to the Company's estimates for through-the-cycle betas, this may also have a significant impact on our reported sensitivity and the realized level of net interest income.

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 the sensitivity of the Company's EVE. The EVE measurement process estimates the net fair value of assets, liabilities, and off-balance sheet financial instruments under various interest rate scenarios. Management uses EVE sensitivity analyses as an additional means of measuring interest rate risk and incorporates this form of analysis within its governance and limits framework.

Synovus is also subject to market risk in certain of its fee income business lines. Financial management services revenue, which include trust, brokerage, and asset management fees, can be affected by risk in the securities markets, primarily the equity securities market. A significant portion of the fees in this unit are determined based upon a percentage of asset values. Weaker securities markets and lower equity values have an adverse impact on the fees generated by these operations. Trading account assets, maintained to facilitate brokerage client activity, are also subject to market risk; however, trading activities are limited and subject to risk policy limits. Additionally, Synovus utilizes various tools to measure and manage price risk in its trading portfolio.

Mortgage banking income is also subject to market risk. Mortgage loan originations are sensitive to levels of mortgage interest rates and therefore, mortgage banking income can be negatively impacted during a period of rising interest rates as we have experienced in the past year. The extension of commitments to clients to fund mortgage loans also subjects Synovus to market risk. This risk is primarily created by the time periods between making the commitment, closing, and delivering the loan. Synovus seeks to minimize its exposure by utilizing various risk management tools, including forward sales commitments and other economic hedges.

Derivative Instruments for Interest Rate Risk Management

Synovus utilizes derivative instruments to manage its exposure to various types of structural interest rate risks by executing end-user derivative transactions designated as hedges. Hedging relationships may be designated as either a cash flow hedge, which mitigates risk exposure to the variability of future cash flows or other forecasted transactions, or a fair value hedge, which mitigates risk exposure to adverse changes in the fair market value of a fixed rate asset or liability due to changes in market interest rates.

As of September 30, 2023 and December 31, 2022, Synovus had $5.75 billion and $5.25 billion, respectively, in notional amounts outstanding of both effective and forward-starting interest rate swaps designated as cash flow hedging instruments to hedge its exposure to contractually specified interest rate risk associated with floating rate loans.

As of September 30, 2023 and December 31, 2022, Synovus had $2.77 billion and $2.23 billion, respectively, in notional amounts outstanding of receive-fixed, pay-variable interest rate swaps designated as fair value hedging instruments to hedge its exposure to the change in the fair value due to fluctuations in market interest rates for outstanding fixed-rate long-term debt and fixed-rate interest-bearing deposits.

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 credit losses 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 on a periodic basis, 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' 2022 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. 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' 2022 Form 10-K.

Non-GAAP Financial Measures

The measures entitled adjusted non-interest revenue, adjusted non-interest expense, adjusted revenue, adjusted tangible efficiency ratio, adjusted net income available to common shareholders, 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 revenue, efficiency ratio-TE, net income available to common shareholders, 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 revenue and adjusted non-interest revenue are measures used by management to evaluate total revenue and non-interest revenue exclusive of net investment securities gains (losses), and fair value adjustments on non-qualified deferred compensation, and other items not indicative of ongoing operations that could impact period-to-period comparisons. 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 available to common shareholders, 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 is a measure used by management to compare Synovus' performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. 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.

Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of Synovus’ control, or cannot be reasonably predicted. For the same reasons, Synovus’ management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.



Table 14 - Reconciliation of Non-GAAP Financial Measures
	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Adjusted non-interest revenue
Total non-interest revenue	$	107,139	$	104,298	$	352,541	$	306,897
Gain on sale of GLOBALT	(1,929)		—		(1,929)		—
Investment securities (gains) losses, net	—		—		(1,030)		—
Recovery of NPA	—		—		(13,126)		—
Fair value adjustment on non-qualified deferred compensation	1,035		1,076		(1,934)		5,611
Adjusted non-interest revenue	$	106,245	$	105,374	$	334,522	$	312,508

Adjusted non-interest expense
Total non-interest expense	$	353,532	$	294,010	$	982,566	$	848,511
(Loss) gain on other loans held for sale	(30,954)		—		(50,064)		—

Restructuring charges (reversals)	(17,319)		(956)		(16,476)		7,318
Valuation adjustment to Visa derivative	(900)		—		(3,927)		(3,500)
Gain (loss) on early extinguishment of debt	526		—		903		(677)
Fair value adjustment on non-qualified deferred compensation	1,035		1,076		(1,934)		5,611
Adjusted non-interest expense	$	305,920	$	294,130	$	911,068	$	857,263


Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended						Nine Months Ended
(in thousands, except per share data)	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Adjusted revenue and adjusted tangible efficiency ratio
Adjusted non-interest expense	$	305,920		$	294,130		$	911,068		$	857,263
Amortization of intangibles	(3,042)			(2,118)			(7,319)			(6,354)
Adjusted tangible non-interest expense	$	302,878		$	292,012		$	903,749		$	850,909

Net interest income	$	443,159		$	477,919		$	1,379,442		$	1,295,555
Total non-interest revenue	107,139			104,298			352,541			306,897
Total revenue	$	550,298		$	582,217		$	1,731,983		$	1,602,452
Tax equivalent adjustment	1,148			972			3,405			2,796
Total TE revenue	$	551,446		$	583,189		$	1,735,388		$	1,605,248
Recovery of NPA	—			—			(13,126)			—
Gain on sale of GLOBALT	(1,929)			—			(1,929)			—
Investment securities (gains) losses, net	—			—			(1,030)			—
Fair value adjustment on non-qualified deferred compensation	1,035			1,076			(1,934)			5,611
Adjusted revenue	$	550,552		$	584,265		$	1,717,369		$	1,610,859
Efficiency ratio-TE	64.11		%	50.41		%	56.62		%	52.86		%
Adjusted tangible efficiency ratio	55.01			49.98			52.62			52.82

Adjusted net income available to common shareholders and adjusted diluted earnings per share
Net income available to common shareholders	$	87,423		$	194,753		$	447,110		$	527,260
Recovery of NPA	—			—			(13,126)			—
Loss (gain) on other loans held for sale	30,954			—			50,064			—

Restructuring charges (reversals)	17,319			956			16,476			(7,318)
Valuation adjustment to Visa derivative	900			—			3,927			3,500
(Gain) loss on early extinguishment of debt	(526)			—			(903)			677
Gain on sale of GLOBALT	(1,929)			—			(1,929)			—
Investment securities (gains) losses, net	—			—			(1,030)			—
Tax effect of adjustments (1)	(11,371)			(228)			(13,017)			749
Adjusted net income available to common shareholders	$	122,770		$	195,481		$	487,572		$	524,868
Weighted average common shares outstanding, diluted	146,740			146,418			146,683			146,465
Net income per common share, diluted	$	0.60		$	1.33		$	3.05		$	3.60
Adjusted net income per common share, diluted	0.84			1.34			3.32			3.58




	Three Months Ended						Nine Months Ended
(dollars in thousands)	September 30, 2023			September 30, 2022			September 30, 2023		September 30, 2022
Adjusted return on average assets (annualized)
Net income	$	96,465		$	203,044		$	472,568	$	552,132
Recovery of NPA	—			—			(13,126)		—
Loss (gain) on other loans held for sale	30,954			—			50,064		—

Restructuring charges (reversals)	17,319			956			16,476		(7,318)
Valuation adjustment to Visa derivative	900			—			3,927		3,500
(Gain) loss on early extinguishment of debt	(526)			—			(903)		677
Gain on sale of GLOBALT	(1,929)			—			(1,929)		—
Investment securities (gains) losses, net	—			—			(1,030)		—
Tax effect of adjustments (1)	(11,371)			(228)			(13,017)		749
Adjusted net income	$	131,812		$	203,772		$	513,030	$	549,740
Net income annualized	$	382,714		$	805,555		631,822		738,198
Adjusted net income annualized	$	522,950		$	808,443		685,919		735,000
Total average assets	$	59,916,679		$	58,055,978		60,177,245		57,154,002
Return on average assets (annualized)	0.64		%	1.39		%	1.05		1.29
Adjusted return on average assets (annualized)	0.87			1.39			1.14		1.29


Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended
(dollars in thousands)	September 30, 2023			June 30, 2023			September 30, 2022
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	$	87,423		$	165,819		$	194,753

Loss (gain) on other loans held for sale	30,954			2,360			—

Restructuring charges (reversals)	17,319			(110)			956
Gain on sale of GLOBALT	(1,929)			—			—
Valuation adjustment to Visa derivative	900			3,027			—
(Gain) loss on early extinguishment of debt	(526)			(377)			—

Tax effect of adjustments (1)	(11,371)			(1,193)			(228)
Adjusted net income available to common shareholders	$	122,770		$	169,526		$	195,481

Adjusted net income available to common shareholders annualized	$	487,077		$	679,967		$	775,550
Amortization of intangibles, annualized net of tax	9,131			7,344			6,401
Adjusted net income available to common shareholders excluding amortization of intangibles annualized	$	496,208		$	687,311		$	781,951

Net income available to common shareholders annualized	$	346,841		$	665,098		$	772,661
Amortization of intangibles, annualized net of tax	9,131			7,344			6,401
Net income available to common shareholders excluding amortization of intangibles	$	355,972		$	672,442		$	779,062

Total average Synovus Financial Corp. shareholders' equity less preferred stock	$	4,223,422		$	4,303,722		$	4,141,516
Average goodwill	(476,408)			(460,118)			(452,390)
Average other intangible assets, net	(59,016)			(36,738)			(30,214)
Total average Synovus Financial Corp. tangible shareholders' equity less preferred stock	$	3,687,998		$	3,806,866		$	3,658,912
Return on average common equity (annualized)	8.2		%	15.5		%	18.7		%
Adjusted return on average common equity (annualized)	11.5			15.8			18.7
Return on average tangible common equity (annualized)	9.7			17.7			21.3
Adjusted return on average tangible common equity (annualized)	13.5			18.1			21.4




(dollars in thousands)	September 30, 2023			December 31, 2022			September 30, 2022
Tangible common equity ratio
Total assets	$	59,342,930		$	59,731,378		$	58,639,522
Goodwill	(479,851)			(452,390)			(452,390)
Other intangible assets, net	(49,096)			(27,124)			(29,242)
Tangible assets	$	58,813,983		$	59,251,864		$	58,157,890

Total Synovus Financial Corp. shareholders' equity	$	4,536,958		$	4,475,801		$	4,229,715
Goodwill	(479,851)			(452,390)			(452,390)
Other intangible assets, net	(49,096)			(27,124)			(29,242)
Preferred stock, no par value	(537,145)			(537,145)			(537,145)
Tangible common equity	$	3,470,866		$	3,459,142		$	3,210,938
Total Synovus Financial Corp. shareholders' equity to total assets ratio	7.65		%	7.49		%	7.21		%
Tangible common equity ratio	5.90			5.84			5.52

(1) An assumed marginal tax rate of 24.3% for 3Q23, 2Q23, and 4Q22 and 23.8% for 3Q22 was applied.

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 section of this Report 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 September 30, 2023, 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 September 30, 2023 that have materially affected, or are reasonably likely to materially affect, Synovus' internal control over financial reporting.

PART II. – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

See "Part I - Item 1. Financial Statements and Supplementary Data - Note 9 - Commitments and Contingencies" of this Report.

ITEM 1A. – RISK FACTORS

In addition to the other information set forth in this Report, in evaluating an investment in the Company's securities, investors should consider carefully, among other things, the risk factors previously disclosed in "Part I - Item IA - Risk Factors” of Synovus' 2022 Form 10-K and "Part II - Item 1A - Risk Factors” of Synovus' Form 10-Q for the quarter ended March 31, 2023 which could materially affect the Company's 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. 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 our 2022 Form 10-K or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

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

(a) None.

(b) None.

(c) Issuer Purchases of Equity Securities: Synovus did not complete any share repurchases during the three months ended September 30, 2023. The Company announced on January 18, 2023 that its Board of Directors authorized share repurchases of up to $300 million in 2023.

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. – MINE SAFETY DISCLOSURES

None.

ITEM 5. – OTHER INFORMATION

Pursuant to Item 408(a) of Regulation S-K, none of the Company's directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2023.

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).

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.

November 3, 2023	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)