8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

January 17, 2017

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

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

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2311

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On January 17, 2017, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and twelve month periods ended December 31, 2016.

Pursuant to General Instruction F to Current Report on Form 8-K, the press release is attached to this Current Report as Exhibit 99.1 and only those portions of the press release related to the historical results of operations of the Company for the three and twelve month periods ended December 31, 2016 are incorporated into this Item 2.02 by reference. The information contained in this Item 2.02, including the information set forth in the press release filed as Exhibit 99.1 to, and incorporated in, this Current Report is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 furnished pursuant to this Item 2.02 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 7.01 Regulation FD Disclosure

On January 17, 2017, the Company made available the supplemental information (the “Supplemental Information”) and slide presentation (“Slide Presentation”) prepared for use with the press release. The investor call and webcast will be held at 8:30 a.m., ET, on January 17, 2017.

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

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Synovus press release dated January 17, 2017
99.2	Supplemental Information prepared for use with the press release
99.3	Slide presentation prepared for use with the press release

3

Signature

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

	SYNOVUS FINANCIAL CORP.
	(“Synovus”)
Dated: January 17, 2017	By:	/s/ Allan E. Kamensky
		Allan E. Kamensky
		Executive Vice President,     General Counsel and Secretary

4

EX-99.1

Exhibit 99.1

Media Contact	Investor Contact
Lee Underwood	Bob May
Media Relations	Investor Relations
(706) 644-0528	(706) 649-3555

Synovus Announces Earnings for the Fourth Quarter 2016

Diluted Earnings per Share of $0.54, up 25.9% vs. 4Q15

Quarterly Shareholder Dividend Increase of 25% to $0.15 per Share

COLUMBUS, Ga., January 17, 2017 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter and year ended December 31, 2016.

Net income available to common shareholders for the fourth quarter 2016 was $66.0 million or $0.54 per diluted share as compared to $62.7 million or $0.51 per diluted share for the third quarter 2016 and $55.8 million or $0.43 per diluted share for the fourth quarter 2015. Adjusted earnings per diluted share for the fourth quarter 2016 were $0.54, a 3.6% increase from the third quarter 2016 and a 22.2% increase from the fourth quarter 2015.

2016 Highlights

● Net income available to common shareholders for 2016 was $236.5 million or $1.89 per diluted share as compared to $215.8 million or $1.62 per diluted share for 2015. Diluted EPS grew 16.7% for 2016 compared to 2015.

● Total average loans¹ for the year were $23.10 billion, a $1.56 billion or 7.2% increase from 2015.

^¡ Total loans¹ ended the year at $23.86 billion, a $1.43 billion or 6.4% increase from 2015.

● Total average deposits for the year were $23.88 billion, a $1.33 billion or 5.9% increase from 2015.

● Total revenues² of $1.16 billion increased $73.9 million or 6.8% from 2015.

● Efficiency ratio of 64.74% improved 87 basis points from 2015.

^¡  Adjusted efficiency ratio of 61.06% improved 87 basis points from 2015.

● Non-performing loans of $153.4 million at December 31, 2016 declined 8.9% from December 31, 2015, and the non-performing loan ratio declined 11 basis points from December 31, 2015 to 0.64% at December 31, 2016.

● Returned over $322 million in capital to common shareholders during the year through common share repurchases and dividends.

^¡  Common Equity Tier 1 ratio was 9.96% at December 31, 2016 compared to 10.37% at December 31, 2015.

● Completed the acquisition of Global One effective October 1, 2016.

¹Include Global One acquisition effective October 1, 2016, which added $357 million in loans.

²Consist of net interest income and non-interest income excluding net investment securities gains.

“We closed out 2016 with another quarter of improved profitability demonstrated by diluted earnings per share of $0.54, up 26 percent compared to the fourth quarter of 2015,” said Kessel D. Stelling, Synovus Chairman and CEO. “We also achieved strong earnings per share growth for the full year and returned more than $300 million in capital to our shareholders. We are energized about the opportunities in 2017 and beyond as we focus on exceptional and efficient service delivery, understanding and meeting customer needs, further balance sheet diversification, disciplined expense management, and investing in our communities.”

Consolidated Fourth Quarter Financial Results

Balance Sheet

● Total loans¹ ended the quarter at $23.86 billion, up $593.5 million or 10.1% annualized from the previous quarter and up $1.43 billion or 6.4% as compared to the fourth quarter 2015.

^○  Commercial and industrial loans¹ grew by $536.0 million or 19.4% annualized from the previous quarter and $779.8 million or 7.2% as compared to the fourth quarter 2015.

^○  Retail loans grew by $157.0 million or 13.0% annualized from the previous quarter and $671.7 million or 15.6% as compared to the fourth quarter 2015.

^○  Commercial real estate loans declined by $99.6 million or 5.3% annualized from the previous quarter and $28.8 million or 0.4% as compared to the fourth quarter 2015.

● Total average deposits for the quarter were $24.66 billion, up $631.0 million or 10.4% annualized from the previous quarter and $1.42 billion or 6.1% as compared to the fourth quarter 2015.

^○  Average core transaction accounts³ grew by $414.1 million or 9.5% annualized from the previous quarter and $1.21 billion or 7.3% as compared to the fourth quarter 2015.

Core Performance

● Total revenues² were $301.7 million, up $7.5 million or 2.6% from the previous quarter and 8.2% from the fourth quarter 2015.

● Net interest income was $233.5 million, up $7.5 million or 3.3% from the previous quarter and 9.8% as compared to the fourth quarter 2015.

● Net interest margin was 3.29%, up 2 basis points from the previous quarter. Yield on earning assets was 3.73%, up 2 basis points from the previous quarter, and the effective cost of funds was 0.44%, unchanged from the previous quarter.

● Total non-interest income was $74.0 million, up $5.9 million or 8.6% compared to the previous quarter and 11.8% as compared to the fourth quarter 2015.

● Adjusted non-interest income was $68.1 million, unchanged from the previous quarter and up 3.0% as compared to the fourth quarter 2015.

^○  Core banking fees⁴ were $35.5 million, up $689 thousand or 2.0% from the previous quarter and 1.4% as compared to the fourth quarter 2015.

^∎  Gains from sale of GGL/SBA loans were $2.2 million, up $878 thousand or 67.7% from the previous quarter and 57.0% as compared to the fourth quarter 2015.

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

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

^○  Fiduciary and asset management fees, brokerage revenue, and insurance revenues were $20.3 million, up $787 thousand or 4.0% from the previous quarter and 7.9% as compared to the fourth quarter 2015.

^○  Mortgage banking income was $5.5 million, down $1.8 million or 24.9% from the previous quarter and up 33.1% as compared to the fourth quarter 2015.

● Total non-interest expense was $193.2 million, up $7.3 million or 3.9% from the previous quarter and 5.6% as compared to the fourth quarter 2015.

^○  Fourth quarter 2016 total non-interest expense includes a $4.7 million charge related to changes in the valuation of the Visa derivative and $1.1 million in merger-related expenses.

● Adjusted non-interest expense was $187.0 million, up $3.1 million or 1.7% from the previous quarter and 3.7% as compared to the fourth quarter 2015.

^○  Employment expense of $101.7 million decreased $282 thousand or 0.3% from the previous quarter and increased 6.4% as compared to the fourth quarter 2015.

^○  Occupancy and equipment expense of $27.9 million decreased $253 thousand or 0.9% from the previous quarter and increased 0.2% as compared to the fourth quarter 2015.

^○  Other operating expenses of $23.9 million increased $2.8 million or 13.4% from the previous quarter and 5.1% as compared to the fourth quarter 2015.

^○  Efficiency ratio for the fourth quarter was 63.98% as compared to 63.13% in the previous quarter and 65.59% in the fourth quarter 2015.

^○  Adjusted efficiency ratio for the fourth quarter was 60.32% as compared to 60.55% in the previous quarter and 62.13% in the fourth quarter 2015.

Credit Quality

● Non-performing loans were $153.4 million at December 31, 2016, up $5.2 million or 3.5% from the previous quarter and down $15.0 million or 8.9% from December 31, 2015. The non-performing loan ratio was 0.64% at December 31, 2016, as compared to 0.64% at the end of the previous quarter and 0.75% at December 31, 2015.

● Total non-performing assets were $175.7 million at December 31, 2016, down $3.4 million or 1.9% from the previous quarter and down $39.7 million or 18.4% from December 31, 2015. The non-performing asset ratio was 0.74% at December 31, 2016, as compared to 0.77% at the end of the previous quarter and 0.96% at December 31, 2015.

● Net charge-offs were $8.3 million in the fourth quarter 2016, up $1.4 million or 20.0% from $6.9 million in the previous quarter. The annualized net charge-off ratio was 0.14% in the fourth quarter as compared to 0.12% in the previous quarter.

● Total delinquencies (consisting of loans 30 or more days past due and still accruing) remain low at 0.27% of total loans at December 31, 2016 as compared to 0.27% the previous quarter and 0.21% at December 31, 2015.

Capital Ratios

● Common Equity Tier 1 ratio was 9.96% at December 31, 2016 compared to 9.96% at September 30, 2016.

● Tier 1 Capital ratio was 10.08% at December 31, 2016 compared to 10.05% at September 30, 2016.

● Total Risk Based Capital ratio was 12.01% at December 31, 2016 compared to 12.04% at September 30, 2016.

● Tier 1 Leverage ratio was 8.99% at December 31, 2016 compared to 8.98% at September 30, 2016.

● Tangible Common Equity ratio was 9.09% at December 31, 2016 compared to 9.28% at September 30, 2016.

Capital Management

● During the fourth quarter, the Company completed the $300 million common stock repurchase program announced in the fourth quarter 2015, which resulted in 9.9 million total shares repurchased and reduced total share count by 7.6%.

● Additionally, during the fourth quarter, the Board of Directors authorized a new share repurchase program of up to $200 million of the Company’s common stock to be executed during 2017.

● The Board of Directors also approved a 25% increase in the Company’s quarterly common stock dividend from $0.12 to $0.15 per share, effective with the quarterly dividend payable in April 2017.

Fourth Quarter Earnings Conference Call

Synovus will host an earnings highlights conference call at 8:30 a.m. EDT on January 17, 2017. The earnings call will be accompanied by a slide presentation. Shareholders and other interested parties may listen to this conference call via simultaneous Internet broadcast. For a link to the webcast, go to investor.synovus.com/event. The replay will be archived for 12 months and will be available 30-45 minutes after the call.

Synovus Financial Corp.

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $30 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services to customers through 28 locally-branded divisions, 248 branches, and 328 ATMs in Georgia, Alabama, South Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned subsidiary of Synovus, was recognized as one of America’s Most Reputable Banks by American Banker and the Reputation Institute in 2016 and 2015, and was named “Best Regional Bank, Southeast” by MONEY Magazine for 2016-2017. Synovus is on the web at synovus.com, on Twitter @synovus, and on LinkedIn at http://linkedin.com/company/synovus.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, our expectations regarding deposits, loan growth and the net interest margin; expectations on our growth strategy, expense initiatives, capital management and future profitability; expectations on credit trends and key credit metrics; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking

statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015 under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Use of Non-GAAP Financial Measures

The measures entitled adjusted diluted earnings per share; average core transaction deposit accounts; adjusted non-interest income; adjusted non-interest expense; adjusted efficiency ratio; tangible common equity ratio; and common equity Tier 1 (CET1) ratio (fully phased-in) are not measures recognized under U.S. generally accepted accounting principles (GAAP) and therefore are considered non-GAAP financial measures. The most comparable GAAP measures are diluted earnings per share; total average deposits; total non-interest income; total non-interest expense; efficiency ratio and total shareholders’ equity to total assets ratio, respectively.

Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management, investors, and bank regulators in evaluating Synovus’ capital strength and the performance of its core business. Adjusted diluted earnings per share is a measure used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to- period comparisons. Average core transaction deposit accounts are a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. Adjusted non-interest income is a measure utilized by management to measure non-interest income exclusive of net investment securities gains. Adjusted non-interest expense and the adjusted efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. The tangible common equity ratio and common equity Tier 1 (CET1) ratio (fully phased-in) are used by management and bank regulators to assess the strength of our capital position. These non-GAAP financial measures should not be considered as substitutes for diluted earnings per share; total average deposits; total non-interest income; total non-interest expense; efficiency ratio; and total shareholders’ equity to total assets ratio determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.

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

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)	4Q16		3Q16		4Q15
Adjusted Diluted Earnings per Share
Net income available to common shareholders		$      65,990		62,686		55,839
Add: Litigation contingency/settlement (recovery) expense*		-		(189)		710
Add: Restructuring charges		42		1,243		69
Add: Merger-related expenses		1,086		550		-
Add: Fair value adjustment to Visa derivative		4,716		360		371
Add: Loss on early extinguishment of debt		-		-		1,533
Subtract: Investment securities gains, net		(5,885)		(59)		(58)
Tax effect of adjustments		15		(697)		(961)
Adjusted net income available to common shareholders		$     65,964		63,894		57,503
Weighted average common shares outstanding, diluted		123,187		123,604		131,197
Adjusted diluted earnings per share		$         0.54		0.52		0.44
Average Core Transaction Deposit Accounts
Total average deposits		$24,661,265		24,030,330		23,244,256
Subtract: Average brokered deposits		(1,380,931)		(1,409,740)		(1,185,093)
Subtract: Average time deposits excluding average SCM time deposits		(3,147,620)		(3,153,366)		(3,188,706)
Subtract: Average state, county, and municipal (SCM) deposits		(2,356,567)		(2,105,126)		(2,303,278)
Average core transaction deposit accounts		$  17,776,147		17,362,098		16,567,179
Adjusted Non-interest Income
Total non-interest income		$74,006		68,155		66,175
Subtract: Investment securities gains, net		(5,885)		(59)		(58)
Adjusted non-interest income		$68,121		68,096		66,117

Reconciliation of Non-GAAP Financial Measures, continued

(dollars in thousands)	4Q16		3Q16		4Q15		2016		2015
Adjusted Non-interest Expense
Total non-interest expense		$  193,209		185,871		183,033		755,925		717,655
Subtract: Restructuring charges		(42)		(1,243)		(69)		(8,267)		(36)
Subtract: Fair value adjustment to Visa derivative		(4,716)		(360)		(371)		(5,795)		(1,463)
Subtract: Litigation contingency/settlement recovery (expense)*		-		189		(710)		(2,511)		(5,110)
Subtract: Loss on early extinguishment of debt		-		-		-		(4,735)		(1,533)
Subtract: Merger-related expenses		(1,086)		(550)		(1,533)		(1,636)		-
Subtract: Amortization of intangibles		(400)		-		(123)		(521)		(503)
Adjusted non-interest expense		$  186,965		183,907		180,227		732,460		709,010
Adjusted Efficiency Ratio
Adjusted non-interest expense		$  186,965		183,907		180,227		732,460		709,010
Subtract: Foreclosed real estate expense		(2,840)		(2,725)		(4,454)		(12,838)		(22,804)
Subtract: Other credit costs		(1,969)		(2,913)		(2,410)		(6,701)		(8,853)
Adjusted non-interest expense excluding total credit costs		$  182,156		178,269		173,363		712,921		677,353
Net interest income		233,530		226,007		212,620		899,180		827,318
Add: Tax equivalent adjustment		322		330		311		1,286		1,304
Add: Total non-interest income		74,006		68,155		66,175		273,194		267,920
Subtract: Investment securities gains, net		(5,885)		(59)		(58)		(6,011)		(2,769)
Total revenues		$  301,973		294,433		279,048		1,167,649		1,093,773
Adjusted efficiency ratio		60.32%		60.55		62.13		61.06		61.93

Reconciliation of Non-GAAP Financial Measures, continued

(dollars in thousands)	4Q16		3Q16		4Q15
Tangible common equity ratio
Total assets		$  30,104,002		29,727,096		28,792,653
Subtract: Goodwill		(59,678)		(24,431)		(24,431)
Subtract: Other intangible assets, net		(13,223)		(225)		(471)
Tangible assets		$  30,031,101		29,702,440		28,767,751
Total shareholders’ equity		$  2,927,924		2,906,659		3,000,196
Subtract: Goodwill		(59,678)		(24,431)		(24,431)
Subtract: Other intangible assets, net		(13,223)		(225)		(471)
Subtract: Series C Preferred Stock, no par value		(125,980)		(125,980)		(125,980)
Tangible common equity		$  2,729,043		2,756,023		2,849,314
Total shareholders’ equity to total assets ratio		9.73%		9.78		10.42
Tangible common equity ratio		9.09%		9.28		9.90
Common Equity Tier 1 (CET1) ratio (fully phased-in)
Common Equity Tier 1 (CET1)		$    2,654,286		2,596,233		2,660,016
Adjustment related to capital components		(94,386)		(101,843)		(128,480)
CET1 (fully phased-in)		$  2,559,900		2,494,390		2,531,536
Total risk-weighted assets (fully phased-in)		$  26,900,331		26,323,936		25,915,650
Common Equity Tier 1 (CET1) ratio (fully phased-in)		9.52%		9.48		9.77

^* Amounts for other periods presented herein are not reported separately as amounts are not material.

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA		Twelve Months Ended
(Unaudited)
(Dollars in thousands, except per share data)		December 31,
		2016			2015		Change
Interest income	$		1,022,803			945,962		8.1	%
Interest expense			123,623			118,644		4.2
Net interest income			899,180			827,318		8.7
Provision for loan losses			28,000			19,010		47.3
Net interest income after provision for loan losses			871,180			808,308		7.8
Non-interest income:
Service charges on deposit accounts			81,425			80,142		1.6
Fiduciary and asset management fees			46,594			45,928		1.5
Brokerage revenue			27,028			27,855		(3.0)
Mortgage banking income			24,259			24,096		0.7
Bankcard fees			33,318			33,172		0.4
Investment securities gains, net			6,011			2,769		117.1
Other fee income			20,220			21,170		(4.5)
Other non-interest income			34,339			32,788		4.7
Total non-interest income			273,194			267,920		2.0
Non-interest expense:
Salaries and other personnel expense			402,026			380,918		5.5
Net occupancy and equipment expense			109,347			107,466		1.8
Third-party processing expense			46,320			42,851		8.1
FDIC insurance and other regulatory fees			26,714			27,091		(1.4)
Professional fees			26,698			26,646		0.2
Advertising expense			20,264			15,477		30.9
Foreclosed real estate expense, net			12,838			22,803		(43.7)
Merger-related expense			1,636			-		nm
Amortization of intangibles			521			503		3.6
Fair value adjustment to Visa derivative			5,795			1,464		295.8
Loss on early extinguishment of debt			4,735			1,533		208.9
Litigation settlement/contingency expense			2,511			5,110		(50.9)
Restructuring charges, net			8,267			36		nm
Other operating expenses			88,251			85,757		2.9
Total non-interest expense			755,923			717,655		5.3
Income before income taxes			388,451			358,573		8.3
Income tax expense			141,667			132,491		6.9
Net income			246,784			226,082		9.2
Dividends on preferred stock			10,238			10,238		-
Net income available to common shareholders	$		236,546			215,844		9.6	%
Net income per common share, basic	$		1.90			1.63		16.7	%
Net income per common share, diluted			1.89			1.62		16.7
Cash dividends declared per common share			0.48			0.42		14.3
Return on average assets			0.84	%		0.80		4	bp
Return on average common equity			8.41			7.46		95
Weighted average common shares outstanding, basic			124,389			132,423		(6.1)	%
Weighted average common shares outstanding, diluted			125,078			133,201		(6.1)

nm - not meaningful

bps - basis points

Synovus

INCOME STATEMENT DATA

(Unaudited)
(In thousands, except per share data)	2016									2015		4th Quarter
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter		‘16 vs. ‘15     Change
Interest income	$	264,534			256,554		252,393		249,323		242,814		8.9	%
Interest expense		31,004			30,547		30,944		31,130		30,194		2.7
Net interest income		233,530			226,007		221,449		218,193		212,620		9.8
Provision for loan losses		6,259			5,671		6,693		9,377		5,021		24.7
Net interest income after provision for loan losses		227,271			220,336		214,756		208,816		207,599		9.5
Non-interest income:
Service charges on deposit accounts		20,653			20,822		20,240		19,710		20,522		0.6
Fiduciary and asset management fees		11,903			11,837		11,580		11,274		11,206		6.2
Brokerage revenue		7,009			6,199		7,338		6,483		6,877		1.9
Mortgage banking income		5,504			7,329		5,941		5,484		4,136		33.1
Bankcard fees		8,330			8,269		8,346		8,372		8,262		0.8
Investment securities gains, net		5,885			59		-		67		58		nm
Other fee income		4,965			5,171		5,280		4,804		5,798		(14.4)
Other non-interest income		9,757			8,469		9,161		6,953		9,316		4.7
Total non-interest income		74,006			68,155		67,886		63,147		66,175		11.8
Non-interest expense:
Salaries and other personnel expense		101,662			101,945		97,061		101,358		95,524		6.4
Net occupancy and equipment expense		27,867			28,120		26,783		26,577		27,816		0.2
Third-party processing expense		12,287			11,219		11,698		11,116		10,993		11.8
FDIC insurance and other regulatory fees		6,614			6,756		6,625		6,719		6,776		(2.4)
Professional fees		6,904			6,486		6,938		6,369		8,265		(16.5)
Advertising expense		4,905			5,597		7,351		2,410		3,680		33.3
Foreclosed real estate expense, net		2,840			2,725		4,588		2,684		4,454		(36.2)
Merger-related expense		1,086			550		-		-		-		nm
Amortization of intangibles		400			-		-		121		123		nm
Fair value adjustment to Visa derivative		4,716			360		360		360		371		nm
Loss on early extinguishment of debt		-			-		-		4,735		1,533		-
Litigation contingency/settlement (recovery) expense		-			(189)		-		2,700		710		(100.0)
Restructuring charges, net		42			1,243		5,841		1,140		69		(39.1)
Other operating expenses		23,886			21,059		21,366		21,944		22,720		5.1
Total non-interest expense		193,209			185,871		188,611		188,233		183,034		5.6
Income before income taxes		108,068			102,620		94,031		83,730		90,741		19.1
Income tax expense		39,519			37,375		33,574		31,199		32,343		22.2
Net income		68,549			65,245		60,457		52,531		58,398		17.4
Dividends on preferred stock		2,559			2,559		2,559		2,559		2,559		-
Net income available to common shareholders		$       65,990			62,686		57,898		49,972		55,839		18.2	%
Net income per common share, basic		$           0.54			0.51		0.46		0.39		0.43		25.9	%
Net income per common share, diluted		0.54			0.51		0.46		0.39		0.43		25.9
Cash dividends declared per common share		0.12			0.12		0.12		0.12		0.12		0.0
Return on average assets *		0.90	%		0.88		0.83		0.73		0.81		9	bps
Return on average common equity *		9.42			8.89		8.26		7.06		7.67		175
Weighted average common shares outstanding, basic		122,341			122,924		125,100		127,227		130,354		(6.1)  %
Weighted average common shares outstanding, diluted		123,187			123,604		125,699		127,857		131,197		(6.1)

nm - not meaningful    

bps - basis points    

* - ratios are annualized    

Synovus

BALANCE SHEET DATA		December 31, 2016		September 30, 2016		December 31, 2015
(Unaudited)
(In thousands, except share data)
ASSETS
Cash and cash equivalents	$		395,175		367,342		367,092
Interest bearing funds with Federal Reserve Bank			527,090		985,776		829,887
Interest earning deposits with banks			18,720		18,375		17,387
Federal funds sold and securities purchased under resale agreements			58,060		71,753		69,819
Trading account assets, at fair value			9,314		7,309		5,097
Mortgage loans held for sale, at fair value			51,545		95,769		59,275
Investment securities available for sale, at fair value			3,718,195		3,603,153		3,587,818
Loans, net of deferred fees and costs			23,856,391		23,262,887		22,429,565
Allowance for loan losses			(251,758)		(253,817)		(252,496)
Loans, net			23,604,633		23,009,070		22,177,069
Premises and equipment, net			417,485		418,091		445,155
Goodwill			59,678		24,431		24,431
Intangible assets, net			13,223		225		471
Other real estate			22,308		28,438		47,030
Deferred tax asset, net			395,356		395,795		511,948
Other assets			813,220		701,569		650,174
Total assets	$		30,104,002		29,727,096		28,792,653
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$		7,085,804		7,059,059		6,732,970
Interest bearing deposits, excluding brokered deposits			16,183,273		15,817,596		15,434,171
Brokered deposits			1,378,983		1,315,348		1,075,520
Total deposits			24,648,060		24,192,003		23,242,661
Federal funds purchased and securities sold under repurchase agreements			159,699		195,025		177,025
Long-term debt			2,160,881		2,160,985		2,186,893
Other liabilities			207,438		272,424		185,878
Total liabilities			27,176,078		26,820,437		25,792,457
Shareholders’ equity:
Series C Preferred Stock - no par value, 5,200,000 shares outstanding at December 31, 2016, September 30, 2016, and December 31, 2015			125,980		125,980		125,980
Common stock - $1.00 par value. 122,266,106 shares outstanding at December 31, 2016, 121,453,772 shares outstanding at September 30, 2016, and 129,547,032 shares outstanding at December 31, 2015			142,026		141,066		140,592
Additional paid-in capital			3,028,405		2,987,760		2,989,981
Treasury stock, at cost - 19,759,614 shares at December 31, 2016, 19,612,435 shares at September 30, 2016, and 11,045,377 shares at December 31, 2015			(664,595)		(654,014)		(401,511)
Accumulated other comprehensive (loss) gain			(55,659)		5,165		(29,819)
Retained earnings			351,767		300,702		174,973
Total shareholders’ equity			2,927,924		2,906,659		3,000,196
Total liabilities and shareholders’ equity	$		30,104,002		29,727,096		28,792,653

Synovus    

AVERAGE BALANCES AND YIELDS/RATES (1)
(Unaudited)
(Dollars in thousands)
					2016									2015
		Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter
Interest Earning Assets
Taxable investment securities (2)	$		3,643,510			3,544,933			3,529,030			3,537,131			3,481,184
Yield			1.92	%		1.83			1.89			1.91			1.85
Tax-exempt investment securities (2) (4)	$		2,824			2,943			3,491			4,091			4,352
Yield (taxable equivalent)			5.82	%		5.96			6.08			6.37			6.16
Trading account assets	$		6,799			5,493			3,803			5,216			8,067
Yield			2.63	%		0.93			1.27			1.65			2.24
Commercial loans (3) (4)	$		18,812,659			18,419,484			18,433,638			18,253,169			17,884,661
Yield			4.05	%		4.03			4.04			4.03			3.97
Consumer loans (3)	$		4,911,149			4,720,082			4,497,147			4,334,817			4,233,061
Yield			4.27	%		4.30			4.32			4.37			4.27
Allowance for loan losses	$		(253,713	)		(255,675	)		(251,101	)		(258,097	)		(252,049	)
Loans, net (3)	$		23,470,095			22,883,891			22,679,684			22,329,889			21,865,673
Yield			4.14	%		4.14			4.15			4.15			4.08
Mortgage loans held for sale	$		77,652			87,524			72,477			63,339			50,668
Yield			3.51	%		3.32			3.59			3.72			3.84
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$		982,355			998,565			907,614			885,938			1,081,604
Yield			0.49	%		0.48			0.47			0.47			0.27
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$		121,079			70,570			77,571			80,679			66,790
Yield			3.75	%		4.99			5.15			3.82			5.08
Total interest earning assets	$		28,304,314			27,593,919			27,273,670			26,906,283			26,558,338
Yield			3.73	%		3.71			3.73			3.73			3.63
Interest Bearing Liabilities
Interest bearing demand deposits	$		4,488,135			4,274,117			4,233,310			4,198,738			4,117,116
Rate			0.16	%		0.16			0.18			0.17			0.17
Money market accounts	$		7,359,067			7,227,030			7,082,759			7,095,778			7,062,517
Rate			0.29	%		0.29			0.31			0.32			0.35
Savings deposits	$		908,725			797,961			746,225			722,172			692,536
Rate			0.12	%		0.07			0.06			0.07			0.06
Time deposits under $100,000	$		1,229,809			1,248,294			1,262,280			1,279,811			1,307,601
Rate			0.64	%		0.64			0.64			0.65			0.65
Time deposits over $100,000	$		2,014,564			2,030,242			2,016,116			2,006,302			2,033,193
Rate			0.90	%		0.88			0.89			0.89			0.88
Non maturing brokered deposits	$		638,779			634,596			451,398			315,006			297,925
Rate			0.31	%		0.29			0.39			0.48			0.31
Brokered time deposits	$		742,153			775,143			885,603			780,233			887,168
Rate			0.90	%		0.88			0.85			0.83			0.76
Total interest bearing deposits	$		17,381,232			16,987,383			16,677,691			16,398,040			16,398,056
Rate			0.37	%		0.37			0.39			0.39			0.40
Federal funds purchased and securities sold under repurchase agreements	$		219,429			247,378			221,276			177,921			158,810
Rate			0.08	%		0.09			0.09			0.10			0.08
Long-term debt	$		2,190,716			2,114,193			2,279,043			2,361,973			2,007,924
Rate			2.65	%		2.71			2.55			2.55			2.63
Total interest bearing liabilities	$		19,791,377			19,348,954			19,178,010			18,937,934			18,564,790
Rate			0.62	%		0.63			0.65			0.66			0.65
Non-interest bearing demand deposits	$		7,280,033			7,042,908			6,930,336			6,812,223			6,846,200
Effective cost of funds			0.44	%		0.44			0.46			0.46			0.45
Net interest margin			3.29	%		3.27			3.27			3.27			3.18
Taxable equivalent adjustment	$		322			330			329			305			311

(1) Yields and rates are annualized.    

(2) Excludes net unrealized gains and losses.        

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

(4) Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 35%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.    

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

Synovus    

  NON-PERFORMING LOANS COMPOSITION    

  (Unaudited)    

  (Dollars in thousands)    

		Total		Total						Total
		Non-performing		Non-performing		4Q16 vs. 3Q16				Non-performing		4Q16 vs. 4Q15
Loan Type		Loans		Loans		% change (1)				Loans		% change
		December 31, 2016		September 30, 2016						December 31, 2015
Multi-Family	$		1,853		3,912		(209.4)	%	$		223		nm
Hotels			335		346		(12.6)				381		(12.1)	%
Office Buildings			1,380		931		191.9				1,170		17.9
Shopping Centers			354		354		0.0				907		(61.0)
Warehouses			592		1,108		(185.3)				208		184.6
Other Investment Property			922		2,233		(233.6)				20,151		(95.4)
Total Investment Properties			5,436		8,884		(154.4)				23,040		(76.4)
1-4 Family Construction			305		304		1.3				-		nm
1-4 Family Investment Mortgage			8,809		7,658		59.8				7,708		14.3
Residential Development			8,994		9,190		(8.5)				9,130		(1.5)
Total 1-4 Family Properties			18,108		17,152		22.2				16,838		7.5
Land Acquisition			7,071		6,672		23.8				17,768		(60.2)
Total Commercial Real Estate			30,615		32,708		(25.5)				57,646		(46.9)
Commercial, Financial, and Agricultural			59,074		49,874		73.4				49,137		20.2
Owner-Occupied			16,503		21,443		(91.7)				20,294		(18.7)
Total Commercial & Industrial			75,577		71,317		23.8				69,431		8.9
Home Equity Lines			21,551		19,815		34.9				16,480		30.8
Consumer Mortgages			22,681		21,284		26.1				22,248		1.9
Credit Cards			-		-		-				-		-
Other Retail Loans			2,954		3,031		(10.1)				2,565		15.2
Total Retail			47,186		44,130		27.5				41,293		14.3
Total	$		153,378		148,155		14.0	%	$		168,370		(8.9)	%

(1)  Percentage change is annualized.    

LOANS OUTSTANDING BY TYPE COMPARISON    

(Unaudited)    

(Dollars in thousands)    

		Total Loans		Total Loans		4Q16 vs. 3Q16				Total Loans		4Q16 vs. 4Q15
Loan Type		December 31, 2016		September 30, 2016		% change (1)				December 31, 2015		% change
Multi-Family	$		1,568,234		1,553,275		3.8	%	$		1,391,453		12.7	%
Hotels			748,951		774,873		(13.3)				703,825		6.4
Office Buildings			1,568,328		1,575,190		(1.7)				1,495,247		4.9
Shopping Centers			964,325		917,284		20.4				956,394		0.8
Warehouses			486,300		522,170		(27.3)				563,217		(13.7)
Other Investment Property			596,481		626,674		(19.2)				641,495		(7.0)
Total Investment Properties			5,932,619		5,969,466		(2.5)				5,751,631		3.1
1-4 Family Construction			190,477		193,791		(6.8)				187,545		1.6
1-4 Family Investment Mortgage			696,830		727,897		(17.0)				786,797		(11.4)
Residential Development			136,514		149,366		(34.2)				154,814		(11.8)
Total 1-4 Family Properties			1,023,821		1,071,054		(17.5)				1,129,156		(9.3)
Land Acquisition			409,534		425,058		(14.5)				513,981		(20.3)
Total Commercial Real Estate			7,365,974		7,465,578		(5.3)				7,394,768		(0.4)
Commercial, Financial, and Agricultural			6,915,927		6,544,629		22.6				6,453,180		7.2
Owner-Occupied			4,636,016		4,471,365		14.6				4,318,950		7.3
Total Commercial & Industrial			11,551,943		11,015,994		19.4				10,772,130		7.2
Home Equity Lines			1,617,265		1,638,844		(5.2)				1,689,914		(4.3)
Consumer Mortgages			2,296,604		2,243,154		9.5				1,938,683		18.5
Credit Cards			232,413		232,309		0.2				240,851		(3.5)
Other Retail Loans			818,183		693,204		71.7				423,318		93.3
Total Retail			4,964,465		4,807,511		13.0				4,292,766		15.6
Unearned Income			(25,991)		(26,196)		(3.1)				(30,099)		(13.6)
Total	$		23,856,391		23,262,887		10.1	%	$		22,429,565		6.4	%

(1)  Percentage change is annualized.    

Synovus

     CREDIT QUALITY DATA

       (Unaudited)

(Dollars in thousands)				2016				2015				4th Quarter
		Fourth     Quarter		Third         Quarter		Second         Quarter		First         Quarter		Fourth         Quarter		‘16 vs. ‘15 Change
Non-performing Loans	$	153,378			148,155		154,072		178,167		168,370		(8.9)  %
Impaired Loans Held for Sale (1)		-			2,473		-		-		-		-
Other Real Estate		22,308			28,438		33,289		38,462		47,030		(52.6)
Non-performing Assets		175,686			179,066		187,361		216,629		215,400		(18.4)
Allowance for loan losses		251,758			253,817		255,076		254,516		252,496		(0.3)
Net Charge-Offs - Quarter		8,319			6,930		6,133		7,357		3,425		142.9
Net Charge-Offs - YTD		28,739			20,420		13,490		7,357		27,831		3.3
Net Charge-Offs / Average Loans - Quarter (2)		0.14	%		0.12		0.11		0.13		0.06
Net Charge-Offs / Average Loans - YTD (2)		0.12			0.12		0.12		0.13		0.13
Non-performing Loans / Loans		0.64			0.64		0.67		0.78		0.75
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		0.74			0.77		0.81		0.95		0.96
Allowance / Loans		1.06			1.09		1.11		1.12		1.13
Allowance / Non-performing Loans		164.14			171.32		165.56		142.85		149.96
Allowance / Non-performing Loans (3)		202.01			198.94		195.25		173.64		189.47
Past Due Loans over 90 days and Still Accruing	$	3,135			5,358		5,964		3,214		2,621		19.6
As a Percentage of Loans Outstanding		0.01	%		0.02		0.03		0.01		0.01
Total Past Due Loans and Still Accruing	$	65,106			61,781		55,716		63,852		47,912		35.9
As a Percentage of Loans Outstanding		0.27	%		0.27		0.24		0.28		0.21
Accruing Troubled Debt Restructurings (TDRs)	$	195,776			201,896		205,165		209,159		223,873		(12.6)
(1) Represent impaired loans that are intended to be sold. Held for sale loans are carried at the lower of cost or fair value, less costs to sell. (2) Ratio is annualized. (3) Excludes non-performing loans for which the expected loss has been charged off.
SELECTED CAPITAL INFORMATION (1) (Unaudited) (Dollars in thousands)
		December 31, 2016		September 30,   2016		December 31,   2015
Tier 1 Capital	$	2,685,880			2,620,379		2,660,016
Total Risk-Based Capital		3,201,268			3,139,465		3,255,758
Common Equity Tier 1 Ratio (transitional)		9.96	%		9.96		10.37
Common Equity Tier 1 Ratio (fully phased-in)		9.52			9.48		9.77
Tier 1 Capital Ratio		10.08			10.05		10.37
Total Risk-Based Capital Ratio		12.01			12.04		12.70
Tier 1 Leverage Ratio		8.99			8.98		9.43
Common Equity as a Percentage of Total Assets (2)		9.31			9.35		9.98
Tangible Common Equity as a Percentage of Tangible Assets (3)		9.09			9.28		9.90
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		10.24			10.58		11.11
Book Value Per Common Share (4)		22.92			22.89		22.19
Tangible Book Value Per Common Share (3)		22.32			22.69		21.99

     (1)  Current quarter regulatory capital information is preliminary.

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

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

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

EX-99.3

Exhibit 99.3