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

FORWARD-LOOKING STATEMENTS



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

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

(1)           the risk that competition in the financial services industry, 

including competition


              from nontraditional banking institutions such as Fintechs, 

may adversely affect our


              future earnings and growth;

(2)           the risk that we may not realize the expected benefits from 

our strategic


              initiatives or that we may not be able to realize growth and 

efficiency gains in


              the time period expected, which could regularly affect our 

future profitability;



(3)           our ability to attract and retain employees and the impact of 

senior leadership


              transitions that are key to our strategic initiatives;

(4)           the risk that an economic downturn and contraction, including 

a recession, could


              have a material adverse effect on our capital, financial 

condition, credit quality,


              results of operations and future growth, including the risk 

that the strength of


              the current economic environment could be weakened by the 

continued impact of


              COVID-19 and by current supply chain challenges and

inflation;



(5)           risks related to our strategic implementation of new lines of 

business, new


              products and services, and new technologies and an expansion 

of our existing


              business opportunities with a renewed focus on innovation;

(6)           the risk that we may be required to make substantial 

expenditures to keep pace with


              regulatory initiatives and the rapid technological changes in 

the financial


              services market;

(7)           the risk that prolonged periods of inflation could have on 

our business,


              profitability and our stock price;

(8)           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;

(9)           the impact of recent and proposed changes in governmental 

policy, laws and


              regulations, 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 the risk of inflationary 

pressure and interest rate


              increases;

(10) the risk that our current and future information technology system enhancements and


              operational initiatives may not be successfully implemented, 

which could negatively


              impact our operations;

(11) risks related to our business relationships with, and reliance upon, third parties


              that have strategic partnerships with us or that provide key 

components of our


              business infrastructure, including the costs of services and 

products provided to


              us by third parties, and risks related to disruptions in 

service or financial


              difficulties with a third-party vendor or business 

relationship;

(12) the risk that our enterprise risk management framework, our compliance program, or


              our corporate governance and supervisory oversight functions 

may not identify or


              address risks adequately, which may result in unexpected 

losses;

(13) risks that 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;



                                       37

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(14) risks related to the ability of our operational framework to identify and manage


              risks associated with our business such as credit risk, 

compliance risk,


              reputational risk, and operational risk, including by virtue 

of our relationships


              with third-party business partners, as well as our 

relationship with third-party


              vendors and other service providers;

(15) the risk that we may be exposed to potential losses in the event of fraud and/or


              theft, or in the event that a third-party vendor, obligor, or 

business partner fails


              to pay amounts due to us under that relationship or under any 

arrangement that we


              enter into with them;

(16) our ability to identify and address cyber-security risks such as data security


              breaches, malware, "denial of service" attacks, "hacking" and 

identity theft, a


              failure of which could disrupt our business and result in the 

disclosure of and/or


              misuse or misappropriation of confidential or proprietary 

information, disruption or


              damage of our systems, increased costs, significant losses, 

or adverse effects to


              our reputation;

(17) the risks and uncertainties related to the impact of the continuing COVID-19


              pandemic on our assets, business, capital and liquidity, 

financial condition,


              prospects and results of operations;

(18) changes in the cost and availability of funding due to changes in the deposit market


              and credit market;

(19) 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;

(20) the risks that if economic conditions worsen further or regulatory capital rules are


              modified, we may be required to undertake initiatives to 

improve or conserve our


              capital position;

(21) 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;

(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) risks related to our ESG strategies and initiatives, the scope and pace of which


              could alter our reputation and shareholder, employee, client 

and third-party


              relationships;

(24) risks related to the continued use, availability and reliability of LIBOR and the


              risks related to the transition from LIBOR to any alternate 

reference rate we may


              use;

(25) the risk that 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;

(26) the risk that we could realize losses if we sell non-performing assets and the


              proceeds we receive are lower than the carrying value of such 

assets;

(27) risks related to regulatory approval to take certain actions, including any


              dividends on our common stock or preferred stock, any

repurchases of common stock or


              any other issuance or redemption of any other regulatory 

capital instruments;

(28) the risk that 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) risks related to the fluctuation in our stock price and general volatility in the


              stock market;

(31) the effects of any damages to our reputation resulting from developments related to


              any of the items identified above; and

(32) 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' 2021 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


                                       38

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products and services including private banking, treasury management, wealth
management, mortgage services, premium finance, asset-based lending, structured
lending, and international banking. Synovus also provides financial planning and
investment advisory services through its wholly-owned subsidiaries, Synovus
Trust and Synovus Securities, as well as its GLOBALT and Creative Financial
Group divisions.

Synovus Bank is positioned in some of the highest growth markets in the Southeast, with 261 branches in Alabama, Florida, Georgia, South Carolina, and Tennessee.



The following financial review summarizes the significant trends, changes in our
business, transactions, and other matters affecting Synovus' results of
operations for the three and six months ended June 30, 2022 and financial
condition as of June 30, 2022 and December 31, 2021. 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' 2021 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 understand fully our financial performance.




                                       39

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DISCUSSION OF RESULTS OF OPERATIONS
Table 1 - Consolidated Financial Highlights
                                                   Three Months Ended June 30,                                    Six Months Ended June 30,
(dollars in thousands, except per
share data)                               2022                 2021               Change                2022                2021               Change
Net interest income                  $   425,388           $ 381,860                 11     %       $  817,635          $ 755,716                 8     %
Provision for (reversal of) credit
losses                                    12,688             (24,598)               nm                  24,088            (43,173)               nm
Non-interest revenue                      97,266             107,087                 (9)               202,600            218,043                (7)
Total TE revenue                         523,614             489,738                  7              1,022,059            975,324                 5
Non-interest expense                     282,051             270,531                  4                554,501            537,665                 3
Income before income taxes               227,915             243,014                 (6)               441,646            479,267                (8)
Net income                               178,052             186,200                 (4)               349,088            373,292                (6)
Net income available to common
shareholders                             169,761             177,909                 (5)               332,507            356,711                (7)
Net income per common share, basic          1.17                1.20                 (3)                  2.29               2.41                (5)
Net income per common share, diluted        1.16                1.19                 (3)                  2.27               2.38                (5)
Net interest margin(1)                      3.22   %            3.02  %              20   bps             3.11  %            3.03  %              8   bps
Net charge-off ratio(1)                     0.16                0.28                (12)                  0.18               0.24                (6)
Return on average assets(1)                 1.26                1.36                (10)                  1.24               1.38               (14)
Efficiency ratio-TE                        53.87               55.24               (137)                 54.25              55.13               (88)


(1)  Annualized
                                                                                  Sequential Quarter
(dollars in thousands)               June 30, 2022         March 31, 2022               Change                June 30, 2021          Year-Over-Year Change
Loans, net of deferred fees and
costs                               $ 41,204,780          $  40,169,150          $  1,035,630                $ 38,236,018          $     2,968,762
Total average loans                   40,590,875             39,350,761             1,240,114                  38,496,477                2,094,398
Total deposits                        49,034,700             48,656,244               378,456                  47,171,962                1,862,738
Core deposits (excludes brokered
deposits)                             45,411,583             46,618,560            (1,206,977)                 44,203,000                1,208,583
Core transaction deposits (excludes
brokered and public fund deposits)    37,399,915             38,285,649              (885,734)                 35,506,980                1,892,935
Total average deposits                49,015,994             49,345,364              (329,370)                 47,349,646                1,666,348
Non-performing assets ratio                 0.33  %                0.40  %                 (7)     bps               0.46  %                   (13)      bps
Non-performing loans ratio                  0.26                   0.33                    (7)                       0.42                      (16)
Past due loans over 90 days                 0.01                   0.01                     -                        0.01                        -
CET1 capital                        $  4,612,070          $   4,485,661          $    126,409                $  4,214,720          $       397,350
Tier 1 capital                         5,149,215              5,022,806               126,409                   4,751,865                  397,350
Total risk-based capital               6,059,074              5,936,543               122,531                   5,725,176                  333,898
CET1 capital ratio                          9.46  %                9.49  %                 (3)     bps               9.75  %                   (29)      bps
Tier 1 capital ratio                       10.56                  10.63                    (7)                      11.00                      (44)
Total risk-based capital ratio             12.43                  12.56                   (13)                      13.25                      (82)
Total shareholders' equity to total
assets ratio                                7.99                   8.55                   (56)                       9.53                     (154)
Return on average common equity(1)         16.48                  14.20                   228                       15.40                      108


(1)  Quarter annualized

Executive Summary

Net income available to common shareholders for the second quarter of 2022 was
$169.8 million, or $1.16 per diluted common share, compared to $177.9 million,
or $1.19 per diluted common share for the second quarter of 2021. Net income
available to common shareholders for the first six months of 2022 was $332.5
million, or $2.27 per diluted common share, compared to $356.7 million, or $2.38
per diluted common share for the first six months of 2021. The year-over-year
decreases for all time periods were impacted by a slowing of allowance releases
due primarily to the increased economic uncertainty present from inflation
concerns and geopolitical tensions, resulting in provision for credit losses of
$12.7 million and $24.1 million, respectively, for the three and six months
ended June 30, 2022, and reversals of $24.6 million and $43.2 million for the
three and six months ended June 30, 2021, respectively.

Net interest income for the six months ended June 30, 2022 was $817.6 million,
up $61.9 million, or 8%, compared to the same period in 2021, including $10.5
million in PPP fees during 2022 and $45.2 million in 2021. Net interest margin
was up 8


                                       40

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bps over the comparable six-month period to 3.11% due primarily to positive
re-mixing within earning assets and our asset-sensitive rate risk position,
partially offset by a $34.7 million decline in PPP fees. Net interest margin for
the second quarter was up 22 bps sequentially, aided by higher interest rates,
lower cash balances, and managed deposit repricing.

Non-interest revenue for the second quarter of 2022 was $97.3 million, down $9.8
million, or 9%, compared to the second quarter of 2021, and year-to-date was
$202.6 million, down $15.4 million, or 7%, from the first half of 2021,
primarily due to lower mortgage banking income and a $7.0 million write-down on
a minority fintech investment partially offset by higher core banking fees(1)
and higher wealth revenue(2).

Non-interest expense for the second quarter of 2022 was $282.1 million, up $11.5
million, or 4%, while year-to-date non-interest expense of $554.5 million was up
$16.8 million, or 3%, compared to the same periods in 2021. The increase in
non-interest expense during 2022 was primarily due to an increase in expense
associated with merit and elevated performance incentives, resumption of normal
business activities post COVID-19, and investments in new growth initiatives.

At June 30, 2022, loans, net of deferred fees and costs, of $41.20 billion,
increased $1.89 billion, or 5%, from December 31, 2021. Excluding a $312.9
million decline in PPP loans, primarily from forgiveness, loans increased $2.21
billion, or 6%, led by growth in C&I and CRE loans as commercial production and
line utilization continue to drive growth.

At June 30, 2022, credit metrics remained stable and near historically low
levels with NPAs at 33 bps, NPLs at 26 bps, and total past dues at 14 bps, as a
percentage of total loans. Net charge-offs remained low at $16.6 million, or 16
bps annualized, and $35.2 million, or 18 bps annualized, for the three and six
months ended June 30, 2022. The ACL at June 30, 2022 totaled $458.4 million, a
decrease of $11.1 million from December 31, 2021, and resulted primarily from
continued positive trends in our credit performance, including reduction of
NPLs, and quality and mix of new loan originations, mostly offset by an
uncertain and generally negative economic outlook. The ACL to loans coverage
ratio at June 30, 2022 was 1.11%, 8 bps lower compared to December 31, 2021.

Total period-end deposits at June 30, 2022 decreased $392.6 million compared to
December 31, 2021 as lower money market, public funds, and time deposits
impacted by rate-driven outflows and normal client liquidity deployment were
mostly offset by increases in brokered deposits and higher non-interest-bearing
demand deposits. Total deposit costs were 15 bps during the second quarter of
2022 and decreased 1 bp from the prior year comparable period, primarily due to
an increase in non-interest-bearing deposits. Total deposit costs increased 4
bps compared to the sequential quarter due to deposit repricing associated with
recent rate hikes.

At June 30, 2022, Synovus' CET1 ratio of 9.46%, well in excess of regulatory
requirements, declined 4 bps compared to December 31, 2021, driven by
significant growth in risk-weighted assets, largely from loan growth, and return
of capital primarily through common stock shareholder dividends, mostly offset
by strong capital generation from earnings. Our commitment remains to allocate
internally generated capital toward our strategic priorities of client loan
growth and a stable dividend while also maintaining a strong and efficient
capital position.

More detail on Synovus' financial results for the three and six months ended
June 30, 2022 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' 2021 Form
10-K.

(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) Consists of fiduciary and asset management, brokerage, and insurance
revenue.




                                       41

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Changes in Financial Condition



During the six months ended June 30, 2022, total assets increased $65.5 million
to $57.38 billion. We deployed liquidity as cash and cash equivalents decreased
$1.34 billion, and total loans increased $1.89 billion, with commercial
production and line utilization continuing to drive growth. Investment
securities available for sale decreased $1.03 billion, driven by net unrealized
losses from increases in market interest rates in the first half of 2022. The
loan to deposit ratio was 84.0% at June 30, 2022, higher as compared to 79.5% at
December 31, 2021, and 81.1% at June 30, 2021.

Total shareholders' equity at June 30, 2022 decreased $712.4 million compared to
December 31, 2021 and included net income of $349.1 million, offset by dividends
declared on common and preferred stock of $98.9 million and $16.6 million,
respectively, changes in after-tax net unrealized losses on investment
securities available for sale and cash flow hedges of $801.5 million and $142.8
million, respectively, and share repurchases of $13.0 million.

Loans

The following table compares the composition of the loan portfolio at June 30, 2022, December 31, 2021, and June 30, 2021.

Table 2 - Loans by Portfolio Class

June 31, 2022 vs. December 31,                                               June 31, 2022 vs. June 31, 2021
(dollars in thousands)              June 30, 2022                          December 31, 2021                           2021 Change                           June 30, 2021                              Change
Commercial, financial and

agricultural               $ 13,018,089             31.6  %       $      12,147,858            30.9  %       $      870,231              7  %       $ 12,174,835            31.8  %       $      843,254                7  %
Owner-occupied                7,760,236             18.8                  7,475,066            19.0                 285,170              4             7,064,599            18.5                 695,637               10
Total commercial and
industrial                   20,778,325             50.4                 19,622,924            49.9               1,155,401              6            19,239,434            50.3               1,538,891                8
Investment properties        10,408,048             25.3                  9,902,776            25.2                 505,272              5             9,218,013            24.1               1,190,035               13
1-4 family properties           641,855              1.6                    645,469             1.6                  (3,614)            (1)              636,344             1.7                   5,511                1
Land and development            453,514              1.0                    466,866             1.2                 (13,352)            (3)              506,694             1.3                 (53,180)             (10)
Total commercial real

estate                       11,503,417             27.9                 11,015,111            28.0                 488,306              4            10,361,051            27.1               1,142,366               11
Consumer mortgages            5,124,523             12.4                  5,068,998            12.9                  55,525              1             5,200,718            13.6                 (76,195)              (1)
Home equity                   1,579,218              3.9                  1,361,419             3.5                 217,799             16             1,395,717             3.7                 183,501               13
Credit cards                    194,290              0.5                    204,172             0.5                  (9,882)            (5)              196,207             0.5                  (1,917)              (1)
Other consumer loans          2,025,007              4.9                  2,039,334             5.2                 (14,327)            (1)            1,842,891             4.8                 182,116               10
Total consumer                8,923,038             21.7                  8,673,923            22.1                 249,115              3             8,635,533            22.6                 287,505                3
Loans, net of deferred
fees and costs             $ 41,204,780            100.0  %       $      39,311,958           100.0  %       $    1,892,822              5  %       $ 38,236,018           100.0  %       $    2,968,762                8  %


At June 30, 2022, loans, net of deferred fees and costs, of $41.20 billion,
increased $1.89 billion, or 5%, from December 31, 2021. This included a $312.9
million decline in PPP loans, primarily from forgiveness, and growth primarily
in C&I and CRE loans, as commercial production and line utilization continue to
drive growth. As a result of our strong year-to-date loan growth of 6% excluding
PPP loans, we expect to be at or above the upper end of our previous guidance of
6% to 8% for 2022.

C&I loans remain the largest component of our loan portfolio, representing 50.4%
of total loans, while CRE and consumer loans represent 27.9% and 21.7%,
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 for sub-categories
therein.

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



Synovus participated in the PPP, which is a loan program that originated from
the CARES Act. The total balance of all PPP loans was $86.7 million as of
June 30, 2022, down $312.9 million, or 78%, compared to $399.6 million as of
December 31, 2021, primarily due to $316 million in forgiveness. The table below
provides additional information on PPP loans.



                                       42

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Table 3 - PPP loans


                                                                                              June 30, 2022
                                                                                            PPP Loan Balances
                                                                                                                                                  End of
                                                                                                                                                Period, Net
                                                                                                                                                of Unearned
(in millions, except count data                                                                                      Total Life-to-Date          Fees and
)                                             Fundings           2Q22 Forgiveness           2022 Forgiveness             Forgiveness             Costs(1)
Phase 1- 2020 Originations                   $  2,886          $              11          $              26          $          2,750          $       

14


Phase 2- 2021 Originations                      1,047                        108                        290                       971                     73
Total                                        $  3,933          $             119          $             316          $          3,721          $       87


(1) Equals fundings less forgiveness, pay-downs/pay-offs, and unearned net fees.

                                          Total Net          Percent of          2Q22 Recognized        2022 Recognized        Total Recognized       Total Unrecognized or
(dollars in millions)                       Fees              Fundings               Net Fees               Net Fees               Net Fees            Remaining Net Fees          Contractual Maturity
Phase 1- 2020 Originations               $   94.9                   3.3  %       $         0.1          $         0.3          $        94.9          $                -                  2 years
Phase 2- 2021 Originations                   43.6                   4.2                    3.6                   10.3                   40.9                         2.8                  5 years
Total                                    $  138.5                   3.5  %       $         3.7          $        10.5          $       135.8          $              2.8

Amounts may not total due to rounding.

Commercial Loans



Total commercial loans (which are comprised of C&I and CRE loans) at June 30,
2022 were $32.28 billion, or 78.3%, of the total loan portfolio, compared to
$30.64 billion, or 77.9%, at December 31, 2021.

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 wide range of industries. The following table shows the
composition of the C&I loan portfolio aggregated by NAICS code. In accordance
with Synovus' lending policy, each loan undergoes a detailed underwriting
process which incorporates uniform underwriting standards and oversight in
proportion to the size and complexity of the lending relationship. As of
June 30, 2022, 93.4% (93.8% excluding PPP loans) of Synovus' C&I loans are
secured by real estate, business equipment, inventory, and other types of
collateral compared to 92.2% (94.1% excluding PPP loans) as of December 31,
2021. C&I loans at June 30, 2022 grew $1.16 billion, or 6%, from December 31,
2021, as diverse growth from many of our Wholesale Banking sub-businesses was
partially offset by a $312.9 million decline in PPP loan balances. The growth
largely consisted of funded loan production and increased line utilization
particularly in the finance and insurance, healthcare and social assistance,
wholesale trade, and accommodation and food services industries.


                                       43

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Table 4 - Commercial and Industrial Loans by Industry


                                                                             June 30, 2022                                 December 31, 2021
(dollars in thousands)                   NAICS Code                 Amount                  %(1)                     Amount                    %(1)
Health care and social assistance                   62          $  4,489,914                    21.6  %       $       4,220,579                    21.5  %
Finance and insurance                               52             3,112,695                    15.0                  2,520,480                    12.8
Manufacturing                                       31-33          1,377,435                     6.6                  1,314,212                     6.7
Accommodation and food services                     72             1,338,556                     6.4                  1,231,801                     6.3
Wholesale trade                                     42             1,268,075                     6.1                  1,146,505                     5.8
Retail trade                                        44-45          1,184,962                     5.7                  1,195,456                     6.1
Real estate and rental and leasing                5311             1,086,787                     5.2                  1,061,921                     5.4
Construction                                        23             1,063,753                     5.1                  1,023,540                     5.2
Professional, scientific, and
technical services                                  54               951,794                     4.6                    928,436                     4.7
Other services                                      81               946,549                     4.6                  1,004,448                     5.1
Transportation and warehousing                      48-49            843,764                     4.1                    852,969                     4.3
Real estate other                                   53               778,636                     3.7                    752,997                     3.8
Arts, entertainment, and recreation                 71               469,665                     2.3                    534,597                     2.7
Educational services                                61               422,306                     2.0                    427,456                     2.2
Public administration                               92               417,871                     2.0                    407,451                     2.1
Administration, support, waste
management, and remediation                         56               263,754                     1.3                    246,638                  

1.3


Agriculture, forestry, fishing, and
hunting                                             11               261,234                     1.3                    285,372                     1.5
Information                                         51               211,917                     1.0                    189,306                     1.0
Other industries                                      (2)            288,658                     1.4                    278,760                     1.5
Total commercial and industrial
loans                                                           $ 20,778,325                   100.0  %       $      19,622,924                   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 June 30, 2022, $13.02 billion of C&I loans, or 31.6% of the total loan
portfolio (including PPP loans of $86.7 million net of unearned fees and costs),
represented loans originated for the purpose of financing commercial, financial
and agricultural business activities. The primary source of repayment on these
loans is revenue generated from products or services offered by the business or
organization. The secondary source of repayment is the collateral, which
consists primarily of equipment, inventory, accounts receivable, time deposits,
cash surrender value of life insurance, and other business assets.

At June 30, 2022, $7.76 billion of C&I loans, or 18.8% of the total loan
portfolio, represented loans originated for the purpose of financing
owner-occupied properties. The financing of owner-occupied facilities is
considered a C&I loan even though there is improved real estate as collateral.
This treatment is a result of the credit decision process, which focuses on cash
flow from operations of the business to repay the debt. The secondary source of
repayment on these loans is the underlying real estate. These loans are
predominately secured by owner-occupied and other real estate, and to a lesser
extent, other types of collateral.

Commercial Real Estate Loans



CRE loans consist primarily of income-producing investment properties loans.
Additionally, CRE loans include 1-4 family properties loans as well as land and
development loans. Total CRE loans of $11.50 billion increased $488.3 million or
4%, from December 31, 2021 as growth primarily in the multi-family and medical
office sectors from funded loan production continued to outpace payoff activity.

Investment properties loans consist of construction and mortgage loans for
income-producing properties and are primarily made to finance multi-family
properties, hotels, office buildings, shopping centers, warehouses and other
commercial development properties. Total investment properties loans as of
June 30, 2022 were $10.41 billion, or 90.5% of the CRE loan portfolio, and
increased $505.3 million, or 5%, from December 31, 2021 primarily due to growth
in all sub-categories with the exception of shopping centers, which were down
$196.6 million, or 12%, from December 31, 2021.

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




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properties are primarily located in the markets served by Synovus. At June 30,
2022, 1-4 family properties loans totaled $641.9 million, or 5.6% of the CRE
loan portfolio, and decreased slightly from December 31, 2021.

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 $453.5 million at June 30, 2022
decreased slightly from December 31, 2021.

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 June 30, 2022,
weighted-average FICO scores within the residential real estate portfolio based
on committed balances were 777 for consumer mortgages and 788 for home equity,
consistent with year-end 2021 scores.

Consumer loans at June 30, 2022 of $8.92 billion increased $249.1 million, or
3%, compared to December 31, 2021. Home equity grew $217.8 million from
December 31, 2021 largely due to increased demand for home equity products as
property values have increased, and interest rates for home equity products have
remained relatively low. Other consumer loans decreased $14.3 million from
December 31, 2021 primarily resulting from $43.0 million lower third-party loan
balances as payment activity more than offset purchases of $361.6 million.

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 12 - Quarter-to-Date Net Interest Income and Rate/Volume Analysis and Table 13 - 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)                  June 30, 2022             %(1)              December 31, 2021             %(1)             June 30, 2021             %(1)
Non-interest-bearing demand
deposits(2)                            $  15,781,109                32.2  %       $       15,242,839                30.9  %       $  14,342,601                30.4  %
Interest-bearing demand deposits(2)        6,327,055                12.9                   6,346,959                12.9              5,839,814                12.4
Money market accounts(2)                  13,793,024                28.1                  14,886,424                30.1             13,983,112                29.7
Savings deposits(2)                        1,498,727                 3.0                   1,404,428                 2.8              1,341,453                 2.8
Public funds                               5,863,899                12.0                   6,284,553                12.7              5,804,905                12.3
Time deposits(2)                           2,147,769                 4.4                   2,427,073                 4.9              2,891,115                 6.1
Brokered deposits                          3,623,117                 7.4                   2,835,000                 5.7              2,968,962                 6.3
Total deposits                         $  49,034,700               100.0  %       $       49,427,276               100.0  %       $  47,171,962               100.0  %
Core deposits(3)                       $  45,411,583                92.6  %       $       46,592,276                94.3  %       $  44,203,000                93.7  %

Brokered time deposits                 $   2,314,488                 4.7  %       $        1,024,448                 2.1  %       $   1,063,947                 2.3  %
Public funds time deposits             $     611,070                 1.2  %       $          665,954                 1.3  %       $     689,478                 1.5  %

(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 June 30, 2022 decreased $392.6 million compared to
December 31, 2021 as lower money market, public funds, and time deposits,
impacted by rate-driven outflows and normal client liquidity deployment, were
mostly offset by increases in brokered deposits and higher non-interest-bearing
demand deposits. On a year-to-date average basis, the increase in total deposits
was $1.57 billion, or 3%, driven by $1.33 billion in growth from
non-interest-bearing demand deposits as this meaningful component of our overall
funding strategy continues to help manage our total funding costs in the rising
rate environment. Total deposit costs of 15 bps for the second quarter of 2022
decreased 1 bp from the prior year comparable period, primarily due to an
increase in non-interest-bearing deposits. Total deposit costs increased 4 bps
compared to the first quarter of 2022 as the Federal Open Market Committee's
recent rate hikes have begun to modestly impact our deposit costs. Given the 75
bps rate hike in June 2022, as well as the recently announced 75 bps hike in
July 2022, we have begun to see and

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expect a continuation of upward pressure on deposits costs, as would be reasonably expected for this phase of the tightening cycle.

Non-interest Revenue



Non-interest revenue for the second quarter of 2022 was $97.3 million, down $9.8
million, or 9%, and year-to-date was $202.6 million, down $15.4 million, or 7%,
compared to the same periods in 2021. The primary drivers were lower mortgage
banking income and a $7.0 million write-down on a minority fintech investment
partially offset by higher core banking fees(1) and higher wealth revenue(2).

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



Table 6 - Non-interest
Revenue
                                                  Three Months Ended June 30,                                                    Six Months Ended June 30,
(dollars in thousands)           2022               2021            $ Change            % Change              2022               2021             $ Change            % Change
Service charges on deposit
accounts                     $  23,491          $  21,414          $  2,077                   10  %       $  46,030          $  41,448          $   4,582                   11  %
Fiduciary and asset
management fees                 20,100             18,805             1,295                    7             40,377             36,759              3,618                   10
Card fees                       16,089             13,304             2,785                   21             30,846             25,300              5,546                   22
Brokerage revenue               15,243             13,926             1,317                    9             29,898             26,899              2,999                   11
Mortgage banking income          3,904             13,842            (9,938)                 (72)             9,857             36,157            (26,300)                 (73)
Capital markets income           7,393              3,335             4,058                  122             12,864             10,840              2,024                   19
Income from bank-owned life
insurance                        9,165              7,188             1,977                   28             15,722             16,031               (309)                  (2)
Insurance revenue                2,564              3,383              (819)                 (24)             3,983              5,079             (1,096)                 (22)
Investment securities gains
(losses), net                        -                  -                 -                      nm               -             (1,990)             1,990                      nm
Other non-interest revenue        (683)            11,890           (12,573)                (106)            13,023             21,520             (8,497)                 (39)
Total non-interest revenue   $  97,266          $ 107,087          $ (9,821)                  (9) %       $ 202,600          $ 218,043          $ (15,443)                  (7) %

Core banking fees (1)        $  45,483          $  41,464          $  4,019                   10  %       $  90,887          $  79,620          $  11,267                   14  %
Wealth revenue (2)           $  37,907          $  36,114          $  1,793                    5  %       $  74,258          $  68,737          $   5,521                    8  %


(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) Consists of fiduciary and asset management, brokerage, and insurance
revenue.

Three and Six Months Ended June 30, 2022 compared to June 30, 2021



Service charges on deposit accounts, consisting of account analysis fees, NSF
fees, and all other service charges, for the three and six months ended June 30,
2022 were up compared to the same periods in 2021. The largest category of
service charges, account analysis fees, were flat compared to the second quarter
of 2021, and up 3% on a year-to-date comparable basis. NSF fees for the six
months ended June 30, 2022 and 2021 comprised 32% and 29%, respectively, of
service charges on deposit accounts and 7% and 6%, respectively, of total
non-interest revenue. NSF fees for the three and six months ended June 30, 2021
were lower primarily due to fiscal stimulus funds. 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 six months ended June
30, 2022 were up $740 thousand, or 14%, and $1.4 million, or 14%, respectively.

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. The increase in
fiduciary and asset management fees for the three and six months ended June 30,
2022 was driven by strong client acquisition despite headwinds from a decline in
the equity markets.

Card fees consist primarily of credit card interchange fees, debit card
interchange fees, and merchant discounts. Card fees are reported net of certain
associated expense items including client loyalty program expenses and network
expenses. Card fees for the three and six months ended June 30, 2022 were up
primarily due to higher transaction volumes from both consumer and commercial
spend activity and account growth as we continue to invest in our Treasury and
Payment solutions business.

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 six months ended June 30, 2022 increased over the prior year
comparable periods, benefiting from client activity in the face of challenging
equity markets.

Mortgage banking income was significantly lower for the three and six months
ended June 30, 2022, compared to the same periods in 2021, largely due to the
economic environment with substantial increases in mortgage rates reducing
refinancing and

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new-purchase volumes and compressing secondary margins. On a year-to-date basis,
gains on sale declined $18.5 million as a result of a $550.9 million, or 55%,
decrease in loan sales and a $574.1 million, or 58%, decline in secondary market
mortgage production compared to the prior year.

Capital markets income primarily includes fee income from client derivative
transactions. Additionally, capital markets income includes fee income from debt
capital market transactions and foreign exchange as well as other miscellaneous
income from capital market transactions. The increase for the three months ended
June 30, 2022 compared to the same period in 2021 primarily resulted from a
higher volume of client derivative transactions and a $1.3 million increase in
loan syndication arranger fees. The increase for the six months ended June 30,
2022 was primarily due to higher loan syndication arranger fees.

Income from BOLI includes increases in the cash surrender value of policies and
proceeds from insurance contracts. The increase for the three months ended June
30, 2022 primarily related to $2.5 million in proceeds from insurance benefits.

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 from sales of GGL/SBA
loans, and other miscellaneous items. The six months ended June 30, 2022
primarily included a $7.0 million write-down on a minority fintech investment
and a reduction in the fair value of non-qualified deferred compensation plan
assets of $6.5 million (offset in non-interest expense), partially offset by a
gain of $3.5 million related to the sale of a certain real estate partnership,
as compared to 2021.

Non-interest Expense

Non-interest expense for the second quarter of 2022 was $282.1 million, up $11.5
million, or 4%, and year-to-date was $554.5 million, up $16.8 million, or 3%,
compared to the same periods in 2021. The increase in non-interest expense
during 2022 was primarily due to an increase in expense associated with merit
and elevated performance incentives, resumption of normal business activities
post COVID-19, and investments in new growth initiatives. We expect total
investments in new growth initiatives to be in the $30 million to $35 million
range in 2022.

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

Table 7 - Non-interest Expense


                                                    Three Months Ended June 30,                                                   Six Months Ended June 30,
(dollars in thousands)             2022               2021            $ Change            % Change              2022               2021            $ Change            % Change
Salaries and other personnel
expense                        $ 161,063          $ 160,567          $    496                    -  %       $ 325,747          $ 322,044          $  3,703                    1  %
Net occupancy, equipment, and
software expense                  43,199             41,825             1,374                    3             86,076             82,959             3,117                    4
Third-party processing and
other services                    21,952             24,419            (2,467)                 (10)            42,947             44,451            (1,504)                  (3)
Professional fees                 10,865              7,947             2,918                   37             19,338             17,031             2,307                   14
FDIC insurance and other
regulatory fees                    6,894              5,547             1,347                   24             13,144             11,127             2,017                   18
Amortization of intangibles        2,118              2,379              (261)                 (11)             4,236              4,758              (522)                 (11)
Restructuring charges             (1,850)               415            (2,265)               nm                (8,274)               946            (9,220)               nm
Valuation adjustment to Visa
derivative                         3,500                  -             3,500                nm                 3,500                  -             3,500                nm
Loss on early extinguishment
of debt                                -                  -                 -                nm                   677                  -               677                nm
Earnout liability adjustments          -                750              (750)               nm                     -                750              (750)               nm
Other operating expense           34,310             26,682             7,628                   29             67,110             53,599            13,511                   25

Total non-interest expense $ 282,051 $ 270,531 $ 11,520

                    4  %       $ 554,501          $ 537,665          $ 16,836                    3  %


Three and Six Months Ended June 30, 2022 compared to June 30, 2021



Salaries and other personnel expense increased for the three and six months
ended June 30, 2022 primarily due to the impacts of elevated performance
incentives and merit partially offset by a reduction in the fair value of the
non-qualified deferred compensation liability (offset in non-interest revenue)
and lower mortgage production-based commissions. Total headcount of 5,091 was
flat compared to June 30, 2021 as a result of Synovus Forward initiatives while
adding headcount in areas associated with strategic revenue growth.

Net occupancy, equipment, and software expense increased for the three and six
months ended June 30, 2022 due primarily to continued investments in technology
and initiatives partially offset by savings from branch closures. Synovus Bank
operated 261 branches at June 30, 2022 compared to 285 branches at June 30, 2021
with twenty branch closures during the first half of 2022. We expect to close a
similar amount in the second half of 2022 to complete our large-scale branch
optimization program.


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Third-party processing and other services include all third-party core operating
system and processing charges as well as third-party loan servicing charges.
Third-party processing expense decreased for the three and six months ended June
30, 2022, largely a result of higher 2021 expense associated with PPP loan
forgiveness partially offset by enhancements associated with technology and
initiatives.

Professional fees increased for the three and six months ended June 30, 2022
primarily from higher consulting fees largely related to new initiatives,
technology, and sustainability strategies and increased legal fees from various
matters, including new initiatives and credit-related items.

FDIC insurance and other regulatory fees increased for the three and six months
ended June 30, 2022 largely due to a higher assessment rate primarily driven by
partial normalization of liquidity levels and redemption of Synovus Bank senior
notes.

During the three months ended June 30, 2022, Synovus recorded $3.0 million in
gains on sales of five closed branches partially offset by restructuring charges
associated with additional branch closures. During the six months ended June 30,
2022, Synovus recorded $12.1 million in gains largely relating to the sale of
real estate facilities in Columbus, Georgia in addition to gains on sales of
closed branches, partially offset by restructuring charges associated with
additional branch closures. During the three and six months ended June 30, 2021,
Synovus recorded restructuring charges primarily related to branch closures and
restructuring of corporate real estate as part of the Synovus Forward
initiative.

During the second quarter of 2022, Synovus recorded a $3.5 million valuation
adjustment to the Visa derivative following Visa's announcement to fund $600
million to its litigation escrow account.

On February 10, 2022, Synovus Bank redeemed its 2.289% Fixed-to-Floating Rate
Senior Bank Notes of $400 million par value and incurred a $677 thousand loss on
early extinguishment of debt.

Earnout liability fair value adjustments associated with the Global One
acquisition were the result of higher than projected earnings and higher
earnings estimates over the remaining contractual earnout period, reflecting the
continued success of the Global One enterprise. The earnout period ended on
June 30, 2021, and the final earnout payment occurred during the third quarter
of 2021.

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 up for the three and
six months ended June 30, 2022. The increases over prior year were primarily
related to an increase in loan expense due to elevated production, managing
fraud protection for clients, resumption of normal business activities post
COVID-19, and increased 2022 advertising expense resulting from the launch of
our newly developed brand positioning and campaign.

Income Tax Expense



Income tax expense was $49.9 million for the three months ended June 30, 2022,
representing an effective tax rate of 21.9%, compared to income tax expense of
$56.8 million for the three months ended June 30, 2021, representing an
effective tax rate of 23.4%. Income tax expense was $92.6 million for the six
months ended June 30, 2022, representing an effective tax rate of 21.0%,
compared to income tax expense of $106.0 million for the six months ended June
30, 2021, representing an effective tax rate of 22.1%. The effective tax rate is
lower for both the three and six month periods ended June 30, 2022, primarily
due to an increase in net discrete tax benefits recognized during the current
period, including share-based compensation, changes in amounts taxable by
jurisdictions, and other accrual adjustments, compared to the respective prior
periods.

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. At June 30, 2022, credit metrics remained
stable and near historical lows with NPAs at 33 bps, NPLs at 26 bps, and total
past dues at 14 bps, as a percentage of total loans. Net charge-offs remained
low at $16.6 million, or 16 bps annualized, and $35.2 million, or 18 bps
annualized, respectively, for the three and six months ended June 30, 2022. We
expect net charge-offs to remain relatively stable in the second half of 2022,
assuming no material change in the economic environment.


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The table below includes selected credit quality metrics.



Table 8 - Credit Quality Metrics
(dollars in thousands)                                 June 30, 2022         December 31, 2021          June 30, 2021
Non-performing loans                                  $    109,024          $         131,042          $    161,028
ORE and other assets                                        26,759                     27,137                16,806
Non-performing assets                                 $    135,783          $         158,179          $    177,834
Total loans                                           $ 41,204,780          $      39,311,958          $ 38,236,018
Non-performing loans as a % of total loans                    0.26  %                    0.33  %               0.42  %

Non-performing assets as a % of total loans, ORE, and specific other assets

                                         0.33                       0.40                  0.46
Loans 90 days past due and still accruing             $      2,251          $           6,770          $      4,415
As a % of total loans                                         0.01  %                    0.02  %               0.01  %
Total past due loans and still accruing               $     56,160          $          57,565          $     49,321
As a % of total loans                                         0.14  %                    0.15  %               0.13  %
Net charge-offs, quarter                              $     16,565          $          10.522          $     26,546
Net charge-offs/average loans, quarter                        0.16  %                    0.11  %               0.28  %

Net charge-offs, year-to-date                         $     35,174          $          77,788          $     46,750
Net charge-offs/average loans, year-to-date                   0.18  %                    0.20  %               0.24  %
Provision for (reversal of) loan losses, quarter      $      9,446          $         (54,124)         $    (19,960)
Provision for (reversal of) unfunded commitments,
quarter                                                      3,242                     (1,086)               (4,638)

Provision for (reversal of) credit losses, quarter $ 12,688 $ (55,210) $ (24,598)



Provision for (reversal of) loan losses, year-to-date $     15,414          $        (100,351)         $    (42,278)
Provision for (reversal of) unfunded commitments,
year-to-date                                          $      8,674          $          (5,900)         $       (895)
Provision for (reversal of) credit losses,
year-to-date                                          $     24,088          $        (106,251)         $    (43.173)
Allowance for loan losses                             $    407,837          $         427,597          $    516,708
Reserve for unfunded commitments                            50,559                     41,885                46,890
Allowance for credit losses                           $    458,396          $         469,482          $    563,598
ACL to loans coverage ratio                                   1.11  %                    1.19  %               1.47  %
ALL to loans coverage ratio                                   0.99                       1.09                  1.35
ACL/NPLs                                                    420.45                     358.27                350.00
ALL/NPLs                                                    374.08                     326.31                320.88

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 June 30, 2022 were 2.2% of
total loans, or $914.0 million, down $113.9 million as compared to 2.6% of total
loans, or $1.03 billion, at December 31, 2021.

Table 9 - Criticized and Classified Loans
(dollars in thousands)                        June 30, 2022       December 31, 2021
Special mention                              $     391,596       $         489,150
Substandard                                        516,412                 526,117
Doubtful                                             3,520                  10,630
Loss                                                 2,500                   2,058
Criticized and Classified loans              $     914,028       $       1,027,955
As a % of total loans                                  2.2  %                  2.6  %



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



The provision for credit losses of $12.7 million and $24.1 million for the three
and six months ended June 30, 2022 included net charge-offs of $16.6 million and
$35.2 million, respectively, and also represented a slower pace of allowance
decline for the first half of the year. $3.7 million and $7.5 million in
reserves were also added as a result of purchases of $180.2 million and
$361.6 million of third-party lending loans for the three and six months ended
June 30, 2022.

The ALL of $407.8 million and the reserve for unfunded commitments of $50.6
million, which is recorded in other liabilities, comprise the total ACL of
$458.4 million at June 30, 2022. The ACL decreased $11.1 million compared to the
December 31, 2021 ACL of $469.5 million, which consisted of an ALL of $427.6
million and the reserve for unfunded commitments of $41.9 million. The ACL to
loans coverage ratio of 1.11% at June 30, 2022 was 8 bps lower compared to
December 31, 2021. The reduction in the ACL resulted primarily from continued
positive trends in our credit performance, including reduction of NPLs, and
quality and mix of new loan originations, mostly offset by an uncertain and
generally negative economic outlook.

Table 10 - Accruing TDRs by Risk
Grade
                                              June 30, 2022                         December 31, 2021                        June 30, 2021
(dollars in thousands)                   Amount                 %               Amount                %                 Amount                 %
Pass                                $      59,865              36.5  %       $   56,479              47.1  %       $      62,686              50.3  %
Special mention                            31,492              19.2              11,387               9.5                  8,600               6.9
Substandard accruing                       72,744              44.3              51,938              43.4                 53,242              42.8
Total accruing TDRs                 $     164,101             100.0  %       $  119,804             100.0  %       $     124,528             100.0  %


Troubled Debt Restructurings

Accruing TDRs were $164.1 million at June 30, 2022, up $44.3 million compared to
December 31, 2021 primarily due to interest rate modifications granted that were
previously accounted for under the CARES Act. Non-accruing TDRs were $18.3
million at June 30, 2022, compared to $22.3 million at December 31, 2021.

Accruing TDRs are considered performing because they are performing in
accordance with the restructured terms. At both June 30, 2022 and December 31,
2021, approximately 98% of accruing TDRs were current. In addition, subsequent
defaults on accruing TDRs (defaults defined as the earlier of the TDR being
placed on non-accrual status or reaching 90 days past due with respect to
principal and/or interest payments within twelve months of the TDR designation)
have continued to remain at low levels.

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 June 30, 2022, 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.

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Table 11 - Capital Ratios
(dollars in thousands)                                        June 30, 2022          December 31, 2021
CET1 capital
Synovus Financial Corp.                                      $   4,612,070          $       4,388,618
Synovus Bank                                                     5,158,225                  4,998,698
Tier 1 risk-based capital
Synovus Financial Corp.                                          5,149,215                  4,925,763
Synovus Bank                                                     5,158,225                  4,998,698
Total risk-based capital
Synovus Financial Corp.                                          6,059,074                  5,827,196
Synovus Bank                                                     5,754,389                  5,587,757
CET1 capital ratio
Synovus Financial Corp.                                               9.46  %                    9.50  %
Synovus Bank                                                         10.59                      10.83
Tier 1 risk-based capital ratio
Synovus Financial Corp.                                              10.56                      10.66
Synovus Bank                                                         10.59                      10.83
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp.                                              12.43                      12.61
Synovus Bank                                                         11.82                      12.11
Leverage ratio
Synovus Financial Corp.                                               9.03                       8.72
Synovus Bank                                                          9.06                       8.86


At June 30, 2022, Synovus' CET1 ratio was 9.46%, well in excess of regulatory
requirements including the capital conservation buffer of 2.5%. The June 30,
2022 CET1 ratio declined 4 bps compared to December 31, 2021, driven by
significant growth in risk-weighted assets, largely from loan growth, and return
of capital primarily through common stock shareholder dividends, mostly offset
by strong capital generation from earnings. Our commitment remains to allocate
internally generated capital toward our strategic priorities of client loan
growth and a stable dividend while also maintaining a strong and efficient
capital position. 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' 2021
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 20, 2022, Synovus announced that its Board of Directors authorized
share repurchases of up to $300 million in 2022. During the six months ended
June 30, 2022, Synovus repurchased a total of $13.0 million, or 281 thousand
shares of its common stock, at an average price of $46.17 per share. Based on
our current forecast for loan growth and given the uncertain economic
environment, we expect to retain the majority of capital generated through
earnings to support core balance sheet growth through the remainder of 2022.

On August 26, 2020, the federal banking regulators issued a final rule
(following an interim final rule issued on March 27, 2020) that allowed electing
banking organizations that adopt 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
June 30, 2022 regulatory capital ratios reflect Synovus' election of the
five-year transition provision. At June 30, 2022, $43.7 million, or a cumulative
9 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.


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Synovus declared common stock dividends of $98.9 million, or $0.68 per common
share, for the six months ended June 30, 2022, compared to $97.7 million, or
$0.66 per common share, for the six months ended June 30, 2021. In addition,
Synovus declared dividends on its preferred stock of $16.6 million during both
the six months ended June 30, 2022 and 2021.

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 these
funds from a broad geographic base to diversify its sources of funding and
liquidity. Synovus Bank also has the capacity to access funding through its
membership in the FHLB system and through the Federal Reserve discount window.
At June 30, 2022, based on currently pledged collateral, Synovus Bank had access
to FHLB funding of $4.73 billion, subject to FHLB credit policies. 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.

In addition to bank level liquidity management, Synovus must manage liquidity at
the parent company level for various operating needs including the servicing of
debt, the payment of dividends on our common stock and preferred stock, share
repurchases, payment of general corporate 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.

Synovus presently believes that the sources of liquidity discussed above,
including existing liquid funds on hand, are sufficient to meet its anticipated
funding needs. However, if economic conditions were to significantly
deteriorate, regulatory capital requirements for Synovus or Synovus Bank were to
increase as the result of regulatory directives or otherwise, or Synovus
believes it is prudent to enhance current liquidity levels, then Synovus may
seek additional liquidity from external sources. See "Part I - Item 1A. Risk
Factors - 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' 2021 Form 10-K. Furthermore,
Synovus may, from time to time, take advantage of attractive market
opportunities to refinance its existing debt, redeem its preferred stock, or
strengthen its liquidity or capital position.

Earning Assets and Sources of Funds



Average total assets for the six months ended June 30, 2022 increased $2.09
billion, or 4%, as compared to the first six months of 2021. Average earning
assets increased $2.66 billion, or 5%, in the first six months of 2022 compared
to the same period in 2021. The increase in average earning assets primarily
resulted from a $2.39 billion, or 27%, increase in average investment securities
available for sale and a $1.62 billion, or 4%, increase in average total loans,
net of unearned income, which included a decrease of $1.98 billion in PPP loans.
The increase in average loans was primarily attributable to growth in commercial
production and line utilization. These increases were partially offset by a
$1.36 billion, or 51%, decrease in average interest-bearing funds held at the
Federal Reserve Bank.

Average interest-bearing liabilities decreased $24.2 million for the first six
months of 2022 compared to the same period in 2021. The decrease in average
interest-bearing liabilities largely resulted from a $1.05 billion, or 27%,
decrease in average time deposits, as a result of continued focus on remixing
the deposit base, mostly offset by a $945.2 million, or 11%, increase in average
interest-bearing demand deposits. Average non-interest-bearing deposits also
increased $2.28 billion, or 16%, for the first six months of 2022 compared to
the same period in 2021 as these deposits continue to be a meaningful component
of our funding strategy and will help manage total funding costs in the rising
rate environment.

Net interest income for the six months ended June 30, 2022 was $817.6 million,
up $61.9 million, or 8% compared to the same period in 2021, including $10.5
million in PPP fees during 2022 and $45.2 million in 2021. Net interest margin
was up 8 bps over the comparable six-month period to 3.11% due primarily to
positive re-mixing within earning assets and our asset-

                                       52

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sensitive rate risk position, partially offset by a $34.7 million decline in PPP
fees. For the six months ended June 30, 2022, the yield on earning assets was
3.31%, an increase of 2 bps compared to the six months ended June 30, 2021,
while the effective cost of funds decreased 6 bps to 0.20%. Compared to the same
period in 2021, the yield on loans decreased 13 bps due primarily to the decline
in PPP fees, while the yield on investment securities increased 32 bps primarily
due to higher reinvestment yield and deceleration in prepayment activity
compared to the prior year.

On a sequential quarter basis, net interest income was up $33.1 million, or 8%,
driven by loan growth and higher rates. Net interest margin for the second
quarter was 3.22%, which was up 22 bps compared to the first quarter of 2022
aided by higher interest rates, lower cash balances, and managed deposit
repricing. The second quarter of 2022 included $3.7 million recognized for
associated PPP fees versus $6.9 million in the first quarter of 2022 and average
PPP loan balances of $147.9 million versus $282.4 million in the first quarter
of 2022. For the second quarter of 2022, the yield on earning assets increased
25 bps, while the effective cost of funds increased 3 bps compared to the first
quarter of 2022. We continue to expect that net interest income and net interest
margin will increase from second quarter 2022 levels as the benefits of higher
short-term and long-term market interest rates are realized.



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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 six months ended June
30, 2022 and 2021, as well as the variances between the periods caused by
changes in interest rates versus changes in volume.
Table 12 - Quarter-to-Date Net Interest Income and Rate/Volume Analysis
                                                                              Three Months Ended June 30,                                                                    2022 Compared to 2021
                                          Average Balances                             Interest                           Annualized Yield/Rate                       Change due to                  Increase
(dollars in thousands)               2022                  2021                 2022               2021                 2022                  2021              Volume             Rate             (Decrease)

Assets


Interest earning assets:
Investment securities available
for sale                        $ 11,153,091          $  9,184,691          $  50,312          $  33,298                   1.81  %              1.45  %       $  7,116          $  9,898          $     17,014
Trading account assets                11,987                 2,831                 73                  8                   2.44                 1.15                26                39                    65
Commercial loans (1) (2)          31,870,387            29,936,751            308,442            287,677                   3.88                 3.85            18,560             2,205                20,765
Consumer loans (1)                 8,720,488             8,559,726             83,826             84,402                   3.86                 3.94             1,579            (2,155)                 (576)
Allowance for loan losses           (415,372)             (561,242)                 -                  -                      -                    -                 -                 -                     -
Loans, net                        40,175,503            37,935,235            392,268            372,079                   3.92                 3.93            20,139                50                20,189
Mortgage loans held for sale          85,299               242,940                921              1,859                   4.32                 3.06            (1,203)              265                  (938)
Other loans held for sale            725,762               615,301              7,678              4,750                   4.19                 3.05               840             2,088                 2,928
Other earning assets(3)              813,028             2,705,819              1,660                740                   0.81                 0.11              (472)            1,392                   920
Federal Home Loan Bank and
Federal Reserve Bank stock           179,837               159,340              1,820                800                   4.05                 2.01               103               917                 1,020
Total interest earning assets     53,144,507            50,846,157          $ 454,732          $ 413,534                   3.43  %              3.26  %         26,549            14,649                41,198
Cash and due from banks              538,647               571,561
Premises, equipment, and
software, net                        385,457               452,652
Other real estate                     11,439                 1,406
Cash surrender value of
bank-owned life insurance          1,077,231             1,055,663
Other assets(4)                    1,379,659             2,090,332
Total assets                    $ 56,536,940          $ 55,017,771

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand
deposits                        $  9,513,334          $  8,601,262          $   3,598          $   2,441                   0.15  %              0.11  %            250               907                 1,157
Money market accounts             15,328,395            15,476,262              6,850              7,181                   0.18                 0.19               (70)             (261)                 (331)
Savings deposits                   1,506,195             1,333,297                 72                 55                   0.02                 0.02                 9                 8                    17
Time deposits                      2,829,684             3,792,382              1,688              4,894                   0.24                 0.52            (1,248)           (1,958)               (3,206)
Brokered deposits                  2,878,536             3,057,607              6,293              4,799                   0.88                 0.63              (281)            1,775                 1,494
Federal funds purchased and
securities sold under
repurchase agreements                246,737               204,053                219                 35                   0.35                 0.07                 7               177                   184
Other short-term borrowings          478,469                     -                896                  -                   0.74                    -               896                 -                   896
Long-term debt                       878,413             1,203,038              8,768             11,478                   3.99                 3.82            (3,092)              382                (2,710)
Total interest-bearing
liabilities                       33,659,763            33,667,901          $  28,384          $  30,883                   0.33  %              0.36  %         (3,529)            1,030                (2,499)
Non-interest-bearing deposits     16,959,850            15,088,836
Other liabilities                  1,247,646             1,091,321
Shareholders' equity               4,669,681             5,169,713
Total liabilities and equity    $ 56,536,940          $ 55,017,771
Interest rate spread:                                                                                                      3.10                 2.90
Net interest income -
TE/margin(5)                                                                $ 426,348          $ 382,651                   3.22  %              3.02  %

$ 30,078 $ 13,619 $ 43,697 Taxable equivalent adjustment

                                                     960                791
 Net interest income, actual                                                

$ 425,388 $ 381,860




(1)   Average loans are shown net of unearned income. NPLs are included.
Interest income includes fees as follows: 2022 - $13.0 million, 2021 - $28.5
million.
(2)  Reflects taxable-equivalent adjustments, using the statutory federal income
tax rate of 21%, in adjusting interest on tax-exempt loans to a
taxable-equivalent basis.
(3)  Includes interest-bearing funds with Federal Reserve Bank, interest earning
deposits with banks, and federal funds sold and securities purchased under
resale agreements.
(4)  Includes average net unrealized gains (losses) on investment securities
available for sale of $(923.1) million and $37.0 million for the three months
ended June 30, 2022 and 2021, respectively.
(5)  The net interest margin is calculated by dividing annualized net interest
income - TE by average total interest earnings assets.

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Table 13 - Year-to-Date Net Interest Income and Rate/Volume Analysis


                                                                              Six Months Ended June 30,                                                                     2022 Compared to 2021
                                          Average Balances                             Interest                          Annualized Yield/Rate                       Change due to                  Increase
(dollars in thousands)               2022                  2021                 2022               2021                 2022                 2021              Volume             Rate             (Decrease)

Assets


Interest earning assets:
Investment securities available
for sale                        $ 11,206,150          $  8,813,191          $  97,562          $  62,755                   1.74  %             1.42  %       $ 16,850          $ 17,957          $     34,807
Trading account assets                10,540                 2,947                112                 30                   2.13                2.01                76                 6                    82
Commercial loans (1) (2)          31,316,646            29,930,734            589,029            578,877                   3.79                3.90            26,803           (16,651)               10,152
Consumer loans (1)                 8,657,598             8,424,423            165,194            166,466                   3.83                3.97             4,590            (5,862)               (1,272)
Allowance for loan losses           (419,639)             (580,450)
Loans, net                        39,554,605            37,774,707            754,223            745,343                   3.84                3.97            31,393           (22,513)                8,880
Mortgage loans held for sale          94,542               244,940              1,803              3,516                   3.81                2.87            (2,140)              427                (1,713)
Other loans held for sale            661,768               637,901             12,978              9,555                   3.90                2.98               353             3,070                 3,423
Other earning assets(3)            1,363,223             2,771,576              2,475              1,458                   0.36                0.10              (629)            1,646                 1,017
Federal Home Loan Bank and
Federal Reserve Bank stock           170,006               158,503              2,505              1,468                   2.95                1.85               106               931                 1,037
Total interest earning assets     53,060,834            50,403,765            871,658            824,125                   3.31                3.29            46,009             1,524                47,533
Cash and due from banks              543,638               545,295
Premises, equipment, and
software, net                        392,079               456,537
Other real estate                     11,598                 1,613
Cash surrender value of
bank-owned life insurance          1,074,076             1,053,603
Other assets(4)                    1,613,313             2,144,615
Total assets                    $ 56,695,538          $ 54,605,428

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand
deposits                        $  9,531,330          $  8,586,092              5,970              5,414                   0.13                0.13               609               (53)                  556
Money market accounts             15,685,030            15,412,941             12,199             15,911                   0.16                0.21               283            (3,995)               (3,712)
Savings deposits                   1,483,547             1,276,608                139                105                   0.02                0.02                20                14                    34
Time deposits                      2,919,242             3,972,840              3,826             11,936                   0.26                0.61            (3,187)           (4,923)               (8,110)
Brokered deposits                  2,833,580             3,212,608             10,026             11,023                   0.71                0.69            (1,297)              300                  (997)
Federal funds purchased and
securities sold under
repurchase agreements                220,689               206,735                230                 69                   0.21                0.07                 5               156                   161
Other short-term borrowings          242,870                     -                896                  -                   0.73                   -               896                 -                   896
Long-term debt                       930,131             1,202,827             18,913             22,386                   4.07                3.73            (5,044)            1,571                (3,473)
Total interest-bearing
liabilities                       33,846,419            33,870,651             52,199             66,844                   0.31                0.39            (7,715)           (6,930)              (14,645)
Non-interest-bearing deposits     16,727,040            14,443,645
Other liabilities                  1,196,375             1,138,073
Shareholders' equity               4,925,704             5,153,059
Total liabilities and equity    $ 56,695,538          $ 54,605,428
Interest rate spread:                                                                                                      3.00  %             2.90  %
Net interest income -
TE/margin(5)                                                                $ 819,459          $ 757,281                   3.11  %             3.03  % 

$ 53,724 $ 8,454 $ 62,178 Taxable equivalent adjustment

                                                   1,824              1,565
 Net interest income, actual                                                

$ 817,635 $ 755,716




(1)   Average loans are shown net of unearned income. NPLs are included.
Interest income includes fees as follows: 2022 - $33.7 million, 2021 - $60.4
million.
(2)  Reflects taxable-equivalent adjustments, using the statutory federal income
tax rate of 21%, in adjusting interest on tax-exempt loans to a
taxable-equivalent basis.
(3)  Includes interest-bearing funds with Federal Reserve Bank, interest earning
deposits with banks, and federal funds sold and securities purchased under
resale agreements.
(4)  Includes average net unrealized gains (losses) on investment securities
available for sale of $(587.1) million and $76.3 million for the six months
ended June 30, 2022 and 2021, respectively.
(5)  The net interest margin is calculated by dividing annualized net interest
income - TE by average total interest earnings assets.

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Market Risk Analysis



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

Synovus has modeled its baseline net interest income forecast assuming a
relatively flat interest rate environment with the federal funds rate at the
Federal Reserve's targeted range of 1.50% to 1.75% as of June 30, 2022 and the
prime rate of 4.75% as of June 30, 2022. Synovus has modeled the impact of an
immediate increase 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. Synovus' current rate risk position is considered asset-sensitive and
would be expected to benefit net interest income in a rising interest rate
environment. The following table represents the estimated sensitivity of net
interest income at June 30, 2022, with comparable information for December 31,
2021.

Table 14 - 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)                          June 30, 2022                 December 31, 2021
                   +200                                             11.0%                           14.5%
                   +100                                             5.5%                            6.5%


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.

LIBOR Transition

On March 5, 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after June 30, 2023, for all remaining US dollar settings.



The ARRC proposed SOFR as its preferred rate as an alternative to LIBOR and
proposed a paced market transition plan to SOFR from LIBOR. Organizations are
currently working on industry-wide and company-specific transition plans related
to derivatives and cash markets exposed to LIBOR. As noted within "Part I - Item
1A. Risk Factors" of Synovus' 2021 Form 10-K, Synovus holds instruments that may
be impacted by the discontinuance of LIBOR, which include floating rate
obligations, loans, deposits, derivatives and hedges, and other financial
instruments. Synovus has established a cross-functional LIBOR transition working
group with representation from all business lines, support and control
functions, and legal counsel that has 1) assessed the Company's current exposure
to LIBOR indexed instruments and the data, systems and processes that were
impacted and have been changed as a result; 2) established a detailed
implementation plan; 3) formulated communications and learning activities to
support clients and colleagues; and 4) developed a formal governance structure
for the transition. For the last several years, loan agreement provisions for
new and renewed loans included LIBOR fallback language to ensure transition from
LIBOR when such transition occurs. All direct exposures resulting from existing
financial contracts that mature after 2021 have been inventoried and are
monitored on an ongoing basis. The Company discontinued the use of LIBOR as of
December 31, 2021, with limited exceptions as permitted by regulatory guidance
or internal policies. Synovus has expanded its product offerings and currently
offers multiple alternative reference rates including SOFR, BSBY, and Prime
indices. As of June 30, 2022, the Company had approximately $13 billion in loans
tied to LIBOR that mature after June 30, 2023. Remediation activities are
underway to modify or transition existing exposures to alternate index rates or
to convert the rate under existing fallback language, including the use of the
Adjustable Interest (LIBOR) Act, enacted in March 2022, and other relevant
legislation.

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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' 2021 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' 2021 Form 10-K.

Non-GAAP Financial Measures



The measures entitled adjusted non-interest revenue; adjusted non-interest
expense; adjusted total 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 TE 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 total revenue and adjusted non-interest
revenue are measures used by management to evaluate total TE revenue and
non-interest revenue exclusive of net investment securities gains (losses) and
fair value adjustments on non-qualified deferred compensation. 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.



                                       57

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Table 15 - Reconciliation of Non-GAAP Financial Measures


                                                         Three Months Ended                             Six Months Ended
(in thousands, except per share data)           June 30, 2022          June 

30, 2021 June 30, 2022 June 30, 2021 Adjusted non-interest revenue Total non-interest revenue

$      97,266          $     

107,087 $ 202,600 $ 218,043 Subtract/add: Investment securities (gains) losses, net

                                                -                      -                     -                  1,990
Subtract/add: Fair value adjustment on
non-qualified deferred compensation                    3,240                 (1,126)                4,535                 (1,918)
Adjusted non-interest revenue                  $     100,506          $     105,961          $    207,135          $     218,115

Adjusted non-interest expense
Total non-interest expense                     $     282,051          $    

270,531 $ 554,501 $ 537,665 Subtract: Earnout liability adjustments

                    -                   (750)                    -                   (750)
Subtract/add: Restructuring charges                    1,850                   (415)                8,274                   (946)
Subtract: Valuation adjustment to Visa
derivative                                            (3,500)                     -                (3,500)                     -
Subtract: Loss on early extinguishment of debt             -                      -                  (677)                     -
Subtract/add: Fair value adjustment on
non-qualified deferred compensation                    3,240                 (1,126)                4,535                 (1,918)
Adjusted non-interest expense                  $     283,641          $     

268,240 $ 563,133 $ 534,051



Adjusted total revenue and adjusted tangible
efficiency ratio
Adjusted non-interest expense                  $     283,641          $     

268,240 $ 563,133 $ 534,051 Subtract: Amortization of intangibles

                 (2,118)                (2,379)               (4,236)                (4,758)

Adjusted tangible non-interest expense $ 281,523 $ 265,861 $ 558,897 $ 529,293



Net interest income                            $     425,388          $     

381,860 $ 817,635 $ 755,716 Add: Tax equivalent adjustment

                           960                    791                 1,824                  1,565
Add: Total non-interest revenue                       97,266                107,087               202,600                218,043
Total TE revenue                               $     523,614          $     

489,738 $ 1,022,059 $ 975,324 Subtract/add: Investment securities (gains) losses, net

                                                -                      -                     -                  1,990
Subtract/add: Fair value adjustment on
non-qualified deferred compensation                    3,240                 (1,126)                4,535                 (1,918)
Adjusted total revenue                         $     526,854          $     

488,612 $ 1,026,594 $ 975,396 Efficiency ratio-TE

                                    53.87  %               55.24  %              54.25  %               55.13  %
 Adjusted tangible efficiency ratio                    53.43                  54.41                 54.44                  54.26

Adjusted net income available to common
shareholders and adjusted diluted earnings per
share
Net income available to common shareholders    $     169,761          $     177,909          $    332,507          $     356,711
Add: Earnout liability adjustments                         -                    750                     -                    750
Add/subtract: Restructuring charges                   (1,850)                   415                (8,274)                   946
Add: Valuation adjustment to Visa derivative           3,500                      -                 3,500                      -
Add: Loss on early extinguishment of debt                  -                      -                   677                      -
Subtract/add: Investment securities (gains)
losses, net                                                -                      -                     -                  1,990
Add/subtract: Tax effect of adjustments (1)             (393)                  (105)                  976                   (743)
Adjusted net income available to common
shareholders                                   $     171,018          $     

178,969 $ 329,386 $ 359,654 Weighted average common shares outstanding, diluted

                                              146,315                149,747               146,489                149,764
Net income per common share, diluted           $        1.16          $     

1.19 $ 2.27 $ 2.38 Adjusted net income per common share, diluted

           1.17                   1.20                  2.25                   2.40



                                       58

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Table 15 - Reconciliation of Non-GAAP Financial Measures, continued


                                                         Three Months Ended                             Six Months Ended
(dollars in thousands)                          June 30, 2022          June 

30, 2021 June 30, 2022 June 30, 2021 Adjusted return on average assets (annualized) Net income

$     178,052          $     

186,200 $ 349,088 $ 373,292 Add: Earnout liability adjustments

                         -                    750                      -                    750
Add/subtract: Restructuring charges                   (1,850)                   415                 (8,274)                   946
Add: Valuation adjustment to Visa derivative           3,500                      -                  3,500                      -
Add: Loss on early extinguishment of debt                  -                      -                    677                      -
Subtract/add: Investment securities (gains)
losses, net                                                -                      -                      -                  1,990
Add/subtract: Tax effect of adjustments (1)             (393)                  (105)                   976                   (743)
Adjusted net income                            $     179,309          $     187,260          $     345,967          $     376,235
Net income annualized                                714,165                746,846                703,962                752,771
Adjusted net income annualized                       719,206                751,098                697,668                758,706
Total average assets                              56,536,940             55,017,771             56,695,538             54,605,428
Return on average assets (annualized)                   1.26  %                1.36  %                1.24  %                1.38  %
Adjusted return on average assets (annualized)          1.27                   1.37                   1.23                   1.39


                                                                           Three Months Ended
(dollars in thousands)                                 June 30, 2022         March 31, 2022          June 30, 2021
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           $    169,761          $      162,746          $    177,909
Add: Earnout liability adjustments                               -                       -                   750
Add/subtract: Restructuring charges                         (1,850)                 (6,424)                  415
Add: Valuation adjustment to Visa derivative                 3,500                       -                     -
Add: Loss on early extinguishment of debt                        -                     677                     -

Add/subtract: Tax effect of adjustments (1)                   (393)                  1,369                  (105)

Adjusted net income available to common shareholders $ 171,018 $ 158,368 $ 178,969

Adjusted net income available to common shareholders annualized

$    685,951

$ 642,270 $ 717,843 Add: Amortization of intangibles, annualized net of tax

                                                          6,471                   6,543                 7,128

Adjusted net income available to common shareholders excluding amortization of intangibles annualized $ 692,422 $ 648,813 $ 724,971



Net income available to common shareholders
annualized                                            $    680,910

$ 660,025 $ 713,591 Add: Amortization of intangibles, annualized net of tax

                                                          6,471                   6,543                 7,128

Net income available to common shareholders excluding amortization of intangibles

$    687,381

$ 666,568 $ 720,719



Total average shareholders' equity less preferred
stock                                                 $  4,132,536          $    4,647,426          $  4,632,568
Subtract: Goodwill                                        (452,390)               (452,390)             (452,390)
Subtract: Other intangible assets, net                     (32,387)                (34,576)              (41,399)
Total average tangible shareholders' equity less
preferred stock                                       $  3,647,759          $    4,160,460          $  4,138,779
Return on average common equity (annualized)                 16.48  %                14.20  %              15.40  %

Adjusted return on average common equity (annualized) 16.60

          13.82                 15.50

Return on average tangible common equity (annualized) 18.84

          16.02                 17.41
Adjusted return on average tangible common equity
(annualized)                                                 18.98                   15.59                 17.52



                                       59

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Table 15 - Reconciliation of Non-GAAP Financial Measures, continued (dollars in thousands)

                   June 30, 2022         March 31, 2022                     December 31, 2021          June 30, 2021
Tangible common equity ratio
Total assets                            $ 57,382,745          $  56,419,549                      $      57,317,226          $ 54,938,659
Subtract: Goodwill                          (452,390)              (452,390)                              (452,390)             (452,390)
Subtract: Other intangible assets, net       (31,360)               (33,478)                               (35,596)              (40,354)
Tangible assets                         $ 56,898,995          $  55,933,681                      $      56,829,240          $ 54,445,915
Total shareholders' equity              $  4,584,438          $   4,824,635                      $       5,296,800          $  5,237,714
Subtract: Goodwill                          (452,390)              (452,390)                              (452,390)             (452,390)
Subtract: Other intangible assets, net       (31,360)               (33,478)                               (35,596)              (40,354)
Subtract: Preferred stock, no par value     (537,145)              (537,145)                              (537,145)             (537,145)
Tangible common equity                  $  3,563,543          $   3,801,622                      $       4,271,669          $  4,207,825
Total shareholders' equity to total
assets ratio                                    7.99  %                8.55  %                                9.24  %               9.53  %
Tangible common equity ratio                    6.26                   6.80                                   7.52                  7.73

(1) An assumed marginal tax rate of 23.8% for 2022 and 25.3% for 2021 was applied.

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