8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

January 19, 2005
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)

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

1111 Bay Avenue, Suite 500 Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 649-2267
(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Item 1.01	Entry into a Material Definitive Agreement.
	On January 19, 2005, Synovus Financial Corp. ("Registrant") and James D. Yancey, Chairman of the Board of Registrant, entered into a Consulting Agreement pursuant to which Mr. Yancey will provide consulting and advisory services to Registrant. Mr. Yancey will be paid a consulting fee of $27,487.33 per month during the term of the Consulting Agreement, which term ends on December 31, 2005. In addition, Mr. Yancey will be entitled to the personal use of Registrant aircraft in accordance with the Synovus Financial Corp. Personal Use of Aircraft Policy during the term of the Consulting Agreement which, in general, will entitle Mr. Yancey to 20 hours of personal use of Registrant aircraft per year. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to such Agreement (including any exhibits thereto), a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.02	Results of Operations and Financial Condition.
	On January 19, 2005, Registrant issued a press release and will hold an investor call and webcast to disclose financial results for the year ended December 31, 2004. The press release and Supplemental Information for use at this investor call are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. This information shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.
Item 7.01	Regulation FD Disclosure. See Item 2.02 above.
Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits
	Exhibit No.	Description
	10.1	Consulting Agreement of James D. Yancey
	99.1	Registrant's press release dated January 19, 2005
	99.2	Supplemental Information prepared for use with the press release

2

Signature

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

	SYNOVUS FINANCIAL CORP.  ("Registrant")
Dated: January 19, 2005	By:/s/ Kathleen Moates
	Kathleen Moates      Senior Deputy General Counsel

3

EX-10.1

Exhibit 10.1
CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made and entered into as of the 19th day of January, 2005 by and between JAMES D. YANCEY, an individual resident of the State of Georgia (“Yancey”), and SYNOVUS FINANCIAL CORP., a business corporation organized and existing under the laws of the State of Georgia (“Synovus”).

W I T N E S S E T H :

WHEREAS, Yancey has decided to retire from his position as an executive employee of Synovus as of December 31, 2004;

WHEREAS, Synovus desires to provide for the retention by Synovus of Yancey’s services as a consultant after such retirement; and

WHEREAS, Yancey desires to serve Synovus as a consultant under the terms and conditions of this agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, Yancey and Synovus, intending to be legally bound, do hereby agree as follows:

Section I.

CONSULTING RELATIONSHIP

Synovus hereby engages Yancey, and Yancey hereby accepts such engagement, to perform such consulting and advisory services as may be requested from time to time by the Chief Executive Officer of Synovus. In providing such services, Yancey shall not be required to adhere to a fixed schedule or to work for a certain number of hours. Yancey shall not be required to devote a major or substantial part of his time to such services. The Chief Executive Officer of Synovus may establish the results to be accomplished in connection with consulting and advisory services requested from Yancey, but Yancey shall control the means and methods of accomplishing the results, Yancey may establish his own work schedule and shall be free at all times to arrange the time and manner of performance of consulting and advisory services requested from him.

Section II.

TERM OF ENGAGEMENT

Yancey’s engagement under this Consulting Agreement shall commence as of January 19, 2005, and end on December 31, 2005.

Section III.

COMPENSATION

3.1 In consideration of the consulting services to be rendered by Yancey hereunder, and in consideration of the covenants and agreements of Yancey herein contained, Synovus hereby agrees to pay to Yancey, for each month (or partial month) during the term of this Consulting Agreement, a consulting fee of $27,487.33. Payments made hereunder shall be paid to Yancey on the last day of each month during the term hereof.

3.2 During the term of this Agreement, Yancey shall be entitled to the personal use of Synovus aircraft in accordance with the Synovus Personal Use of Company Aircraft policy (“Policy”), as such Policy may be amended from time to time. A copy of the current version of the Policy, as it exists on the date of this Agreement, is attached as Exhibit “A” and made a part hereof by this reference.

3.3 Yancey acknowledges that he is an independent contractor for all purposes. Yancey agrees to treat all payments made to him hereunder as payments received by an independent contractor for all tax purposes and to pay any and all taxes payable in connection with his engagement hereunder, including, without limitation, all applicable income and self employment taxes.

3.4 The obligations of Synovus under Sections 3.1 and 3.2 hereof shall terminate if, during Yancey’s engagement hereunder, Yancey, unless acting with the prior written consent of the Board of Directors of Synovus, provides services of any sort to, or assists in any way, with or without compensation, any entity engaged in activities permissible for a financial holding company (including, but not limited to, a bank or bank holding company, a savings and loan association or a brokerage concern) or any enterprise engaged in the business of electronic payment processing, other than Synovus and its affiliates.

Section IV.

BOARD POSITIONS

4.1 Yancey agrees to continue to serve as Chairman of the Board of Directors of Synovus and as Chairman of the Board of Directors of Columbus Bank and Trust Company (“CB&T”). Synovus and Yancey agree to review Yancey’s Board of Director positions and memberships on a periodic basis during the term of this Agreement.

Section V.

DEATH OR DISABILITY

Yancey’s engagement under this Consulting Agreement shall terminate upon Yancey’s death or total and permanent disability. For purposes of this Consulting Agreement, the term “total and permanent disability” shall mean the substantial physical or mental inability of Yancey to fulfill his duties under this Consulting Agreement as certified to in writing by two (2) competent physicians practicing in Columbus, Georgia, one of whom shall be selected by Synovus’ Board of Directors and the other of whom shall be selected by Yancey or his duly appointed guardian or legal representative.

Section VI.

NONDISCLOSURE

6.1 Yancey shall hold in confidence at all times after the date hereof all Trade Secrets, and shall not disclose, publish or make use at any time after the date hereof the Trade Secrets without the prior written consent of Synovus. Yancey also agrees that during the term of his engagement under this Consulting Agreement and for a period of two (2) years following the termination thereof, Yancey will hold in confidence all Confidential Information and will not disclose, publish or make use of Confidential Information without the prior written consent of Synovus.

       6.2  For the purposes of this Consulting Agreement, “Confidential Information” shall mean any data or information, other than Trade Secrets, which is valuable to any of Synovus or any of its affiliates (hereinafter the “Synovus Companies”) and not generally known to competitors of the Synovus Companies. “Trade Secrets” shall mean information belonging to or hereafter acquired by any of the Synovus Companies, including, but not limited to, technical or nontechnical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use. For purposes of this Consulting Agreement, the term Trade Secrets shall not include information that Yancey can show by competent proof (i) was known to Yancey and reduced to writing prior to disclosure by any of the Synovus Companies (but only if Yancey promptly notifies Synovus of his prior knowledge); (ii) was generally known to the public at the time any of the Synovus Companies disclosed the information to Yancey, (iii) became generally known to the public after disclosure by any of the Synovus Companies through no act or omission of Yancey; or (iv) was disclosed to Yancey by a third party having a bona fide right both to possess the information and to disclose the information to Yancey.

Section VII.

MISCELLANEOUS

7.1 Governing Law. This Consulting Agreement shall be governed by and interpreted under the laws of the State of Georgia without regard to its conflict or choice of law provisions.

7.2 Notices. All notices or other communications required or permitted hereunder or necessary and convenient in connection herewith shall be in writing and delivered in person or by express delivery service or postage prepaid first class mail, return receipt requested, to the following addresses:

If to Yancey:

James D. Yancey
6049 Round Hill Court
Columbus, Georgia 31904

If to Synovus:

Synovus Financial Corp.
P.O. Box 120
Columbus, Georgia 31902

or to such other addresses as Yancey or Synovus may designate by notice to the other parties hereto in the manner set forth in this Section VII.

7.3 Entire Agreement. This Consulting Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and may not be changed or amended except upon written amendment executed by the parties hereto.

7.4 Assignment. All of the terms and provisions of this Consulting Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Yancey hereunder shall not be assignable in whole or in part by Yancey.

7.5 Counterparts. This Consulting Agreement may be executed in two or more counterparts, each of which, when executed, shall be deemed an original instrument.

IN WITNESS WHEREOF, Synovus has caused this Consulting Agreement to be executed on it behalf and Yancey has hereunto set his hand and seal, as of the day and year first above written.

SYNOVUS FINANCIAL CORP.

By:	/s/ G. Sanders Griffith, III ___________________________
Name:	G. Sanders Griffith, III ___________________________
Title:	Senior Executive Vice President

/s/James D. Yancey (L.S.)
____________________________
James D. Yancey

Exhibit A
SYNOVUS FINANCIAL CORP.
Personal Use of Company Aircraft

Key Executives are each allowed a maximum number of hours of personal use of company aircraft each calendar year (Attachment 1).

Personal use of company aircraft by Key Executives includes non-business flights upon which the Key Executive and his or her non-business guests are the only passengers aboard the aircraft and also includes non-business flights upon which the Key Executive is not aboard the aircraft but his or her non-business guests are the only passengers aboard the aircraft.

Personal use of company aircraft is calculated using “block hours,” as opposed to “flight hours,” and includes “deadhead legs.”

For purposes of calculating the number of hours of personal use of company aircraft, each block hour of turbo-prop usage shall equal “one hour of personal usage” and each block hour of jet usage shall equal “two hours of personal usage.” Usage of less than whole hours shall be recorded proportionately.

Personal use of company aircraft by Key Executives and their non-business guests is tracked and the value reported for tax purposes for the Key Executive using the Standard Industry Fare Level (SIFL) guidelines.

Bereavement and Medical Emergency Use of Company Aircraft

Other company team members may utilize a company aircraft for bereavement or medical emergency purposes. All trips for this purpose shall be authorized by Sanders Griffith.

Use of Company Aircraft by Key Executives and Other Company
Executives on Previously Scheduled Business Flights

Key Executives and other company executives, and their respective non-business guests, may occupy otherwise unoccupied seats on previously scheduled business flights of company aircraft, and, in the case of Key Executives, such occupancy shall not be counted against the number of hours of personal use of company aircraft available to them. All trips for this purpose shall be authorized by Sanders Griffith. The travel of such executive and his or her non-business guests will be tracked and the value reported for tax purposes to the executive using the SIFL guidelines.

Attachment 1

The following Executives are designated as eligible for the indicated number of hours of personal use of company aircraft:

Synovus

Jim Blanchard—Synovus CEO—50 hours

Jimmy Yancey—Synovus COB—20 hours

Richard Anthony—Synovus President and COO-20 hours

Sonny Deriso—Synovus Vice Chairman—20 hours

Lee Lee James—Synovus Vice Chairman—20 hours

Fred Green—Synovus Vice Chairman—20 hours

Sanders Griffith—Synovus General Counsel—20 hours

TSYS

Phil Tomlinson—TSYS CEO—20 hours

Rick Ussery—TSYS COB—20 hours

Troy Woods—TSYS President and COO—20 hours

Exhibit 99.1

     For Immediate Release

     Contact:       Patrick A. Reynolds
Director of Investor Relations
(706) 649-4973

Synovus Reports 15.7% Increase in Net Income and 13.0% Increase In
Earnings per Share for Fourth Quarter 2004
Earnings per Share Increased 10.4% for the Full Year 2004

Financial Services Segment Reports Increases in Net Income of 18.7% for
Fourth Quarter and 14.7% for Full Year 2004

Columbus, Ga., January 19, 2005 — Synovus’ fourth quarter net income grew 15.7% over the fourth quarter 2003 to $118.7 million, which represented earnings per share growth of 13.0% to $.38 per share, Synovus’ Chief Executive Officer James H. Blanchard announced today. For the full year, earnings per share increased 10.4% over 2003.

     “Throughout 2004, the Synovus Financial Services segment provided the key drivers for growth in net income,” said Blanchard. “Excellent credit quality, strong loan growth and fundamental margin expansion led the earnings momentum in the fourth quarter. Additionally, TSYS gained momentum in the quarter with the successful conversion of the Bank One portfolio and an excellent Christmas shopping season.”

     Return on assets was 1.91% and return on equity was 17.92% for the fourth quarter 2004, compared to 1.94% and 18.37%, respectively, in the same period last year. For the full year, return on assets was 1.88% and return on equity was 17.63% compared to 1.91% and 17.95%, respectively, in 2003. Shareholders’ equity at December 31, 2004, was $2.64 billion, which represented a very strong 10.55% of quarter-end assets. Total assets ended the quarter at $25.0 billion, an increase of 15.7% from the same period last year.

     Asset quality remained excellent. The net charge-off ratio was 0.27% compared to 0.43% for the fourth quarter of last year. For the year, the net charge-off ratio is 0.23% compared to 0.36% in 2003. The ratio of nonperforming assets to loans and other real estate decreased to 0.52% from 0.58% last year. The allowance for loan losses was 1.36% of loans, which provides coverage of 330% of nonperforming loans; and the provision for loan losses covered net charge-offs by 1.63x for the quarter, and 1.83x for the full year.

     Net interest income grew 13.5% over the same quarter last year, as total loans grew 18.3% (15.4% excluding acquisitions and divestitures) and Synovus began to realize the positive impact of increasing interest rates. During the fourth quarter, Synovus changed its accounting methodology for loan origination fees and costs on a prospective basis. The change was not material to Synovus’ financial position, results of operations, or cash flows. The new methodology did however result in a decrease in loan fee income (a component of net interest income) with a corresponding decrease in personnel

Post Office Box 120 / Columbus, GA 31902
www.synovus.com

Synovus Reports 15.7% Increase in Net Income for Fourth Quarter/p. 2

expense. For the fourth quarter, loan fee income decreased by $10.5 million compared to the third quarter. The decrease was primarily due to the change in methodology. Additionally, personnel expense for the fourth quarter reflects a reduction (deferral) of $9.2 million in loan origination costs also as a result of the change in methodology.

     The net interest margin before fees was 3.98% for the quarter and 3.92% for the year, up from 3.92% and 3.90%, respectively, for the same periods in 2003. On a sequential quarter basis, the net interest margin before fees increased by 8 basis points, reflecting the positive benefit of the recent interest rate increases. The net interest margin after fees for the fourth quarter was 4.13% compared to 4.25% for the previous quarter. This decrease was primarily due to the aforementioned change in accounting methodology.

     Net income for the Synovus Financial Services segment increased 18.7% over the fourth quarter of last year and 14.7% for the full year. Return on assets for this segment was 1.41% and return on equity was 17.09% for the quarter, compared to 1.39% and 17.07%, respectively, in the same period last year. Financial Services’ non-interest income was up 6.4% in the quarter as compared to the same period last year. Credit card fees increased by 21% in the fourth quarter compared to the same period last year. Fiduciary and asset management fees — which include trust, financial planning and asset management fees - were up 8.9%, compared to the fourth quarter last year. Financial Services’ non-interest expense was up 7.0% compared to the fourth quarter last year and down 1.9% compared to the third quarter of 2004. Financial Services’ efficiency ratio was 50.5% for the quarter and 52.1% for the year, compared to 52.7% and 53.3%, respectively, in 2003.

     TSYS reported net income of $43.0 million for the fourth quarter 2004 compared to $39.4 million last year. Diluted earnings per share for the quarter increased by 9.2% to $0.22, up from $0.20 last year. During the quarter, TSYS successfully completed the conversion of the Bank One portfolio, extended agreements with MBNA and First Tennessee, and was awarded a patent for TSYS ProphIT, its proprietary front-end workflow management system. TSYS announced yesterday that it was acquiring full ownership of Vital Processing Services. With the strength of TSYS’ core services, over 47 million accounts remaining in the conversion pipeline, and the addition of Vital Processing Services, TSYS expects its net income growth to be in the 19 — 22% range for 2005.

     Blanchard concluded, “Synovus exceeded its expectations for 2004 with the Financial Services segment maintaining excellent credit quality, improving margins, continuing strong loan growth, fee income growth, and continuing expense control. Additionally, TSYS met its expectations and realized many successes that will build foundations for future growth. As we look into 2005, one of the most exciting initiatives is our retail banking enhancement strategy. Through this new focus, we look to enhance the performance of our almost 300 branches or “stores” to deepen our customer relationships with our needs-based approach, complimented by modernized technology and merchandising, that will lead to more deposits and retail product sales. For 2005, we expect the economy will continue to expand, that short-term interest rates will continue to increase at least modestly towards more normal levels, the credit environment will remain favorable and that TSYS will perform within its range of guidance. Synovus will focus on growing deposits, managing loan growth, quality and mix, maintaining the margin, expanding fee income and continuing to refine our processes to improve efficiencies. Based on these assumptions, along with our excellent team members and strong balance sheet, we expect 12 — 15% earnings per share growth which equates to a range of $1.58 to $1.62 for 2005. This expectation includes the impact of stock option expense beginning in July 2005 and expense for new restricted stock awards beginning in the first quarter of 2005. The additional cost for both options and restricted stock awards represents approximately $0.03 per share for the full year 2005.”

Post Office Box 120 / Columbus, GA 31902
www.synovus.com

Synovus Reports 15.7% Increase in Net Income for Fourth Quarter/p. 3

     Synovus will host an earnings highlights conference call at 4:30 p.m. ET, on January 19, 2005. The conference call will be available in the Investor Relations section of www.synovus.com under the “Conference Calls and Webcasts” tab. Please log on 5-10 minutes ahead of the call time.

     Synovus (NYSE: “SNV”) is a diversified financial services holding company with over $25 billion in assets based in Columbus, Georgia. Synovus provides integrated financial services including banking, financial management, insurance, mortgage and leasing services through 40 banks and other Synovus offices in Georgia, Alabama, South Carolina, Florida and Tennessee; and electronic payment processing through an 81-percent stake in TSYS (NYSE: “TSS”), the world’s largest third-party processor of international payments. Synovus has been named one of “The 100 Best Companies To Work For” in America by FORTUNE magazine, and has been recognized in its Hall of Fame for consecutive appearances on the list since its inception in 1998. In 2004, Synovus was also named as one of “America’s Most Admired Companies”. See Synovus on the Web at www.synovus.com.

This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding TSYS’ expected growth in net income for 2005 and Synovus’ expected growth in earnings per share for 2005, and the assumptions underlying such statements, including, with respect to Synovus’ expected increase in earnings per share for 2005, the economy will continue to expand; short-term interest rates will continue to increase at least modestly toward normal levels; the credit environment will remain favorable; and TSYS will perform within its range of guidance. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Synovus’ ability to control or predict. These factors include, but are not limited to, competitive pressures arising from aggressive competition from other financial service providers; factors that affect the delinquency rate on Synovus’ loans and the rate at which Synovus’ loans are charged off; changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which Synovus is perceived in such markets; inflation, interest rate, market and monetary fluctuations; TSYS’ net income growth is lower that anticipated; the strength of the United States economy in general and the strength of the local economies in which Synovus conducts operations may be different than expected; the timely development of competitive new products and services and the acceptance of such by customers; Synovus’ inability to control expenses; a deterioration in credit quality or a reduced demand for credit; the costs and effects of litigation, investigations, or similar matters, or adverse facts and developments related thereto; the impact of changes in accounting principles; the effects of changes in government policy and regulations, including restrictions and/or limitations arising from banking laws, regulations and examinations; and the impact on Synovus’ business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations.

###

Post Office Box 120 / Columbus, GA 31902
www.synovus.com

EX-99.2

Exhibit 99.2

Synovus 4 of 11

INCOME STATEMENT	Twelve Months Ended
(In thousands, except per share data)	December 31,
	2004			2003		Change
Interest Income (Taxable Equivalent)	$	1,165,980			1,068,882		9.1	%
Interest Expense		298,342			298,429		nm
Net Interest Income (Taxable Equivalent)		867,638			770,453		12.6
Tax Equivalent Adjustment		6,960			7,390		(5.8	)
Net Interest Income		860,678			763,063		12.8
Provision for Loan Losses		75,319			71,777		4.9
Net Interest Income After Provision		785,359			691,286		13.6
Non-Interest Income:
Electronic Payment Processing Services		781,437			701,022		11.5
Other Transaction Processing Services Revenue		170,905			120,485		41.8
Service Charges on Deposits		121,103			107,404		12.8
Fiduciary and Asset Management Fees		43,001			39,377		9.2
Brokerage and Investment Banking Revenue		21,748			20,461		6.3
Mortgage Banking Income		26,300			58,633		(55.1	)
Credit Card Fees		30,025			26,044		15.3
Securities Gains (Losses)		75			2,491		nm
Other Fee Income		29,227			23,682		23.4
Other Non-Interest Income		67,654			44,566		51.8
Non-Interest Income before Reimbursable Items		1,291,475			1,144,165		12.9
Reimbursable Items		229,538			225,165		1.9
Total Non-Interest Income		1,521,013			1,369,330		11.1
Non-Interest Expense:
Personnel Expense		731,579			672,248		8.8
Occupancy & Equipment Expense		321,689			281,688		14.2
Other Non-Interest Expense		305,560			243,044		25.7
Non-Interest Expense before Reimbursable Items		1,358,828			1,196,980		13.5
Reimbursable Items		229,538			225,165		1.9
Total Non-Interest Expense		1,588,366			1,422,145		11.7
Minority Interest in Consolidated Subsidiaries		28,724			26,973		6.5
Income Before Taxes		689,282			611,498		12.7
Income Tax Expense		252,249			222,573		13.3
Net Income	$	437,033			388,925		12.4
Basic Earnings Per Share		1.42			1.29		10.4
Diluted Earnings Per Share		1.41			1.28		10.4
Dividends Declared Per Share		0.69			0.66		5.0
Return on Assets		1.88	%		1.91		(3	)bp
Return on Equity		17.63			17.95		(32	)
Average Shares Outstanding — Basic		307,262			302,010		1.7	%
Average Shares Outstanding — Diluted		310,330			304,928		1.8

bp — change is measured as difference in basis points.

nm — not meaningful

Synovus 5 of 11

INCOME STATEMENT
(In thousands, except per share data)	2004												2003			4th Quarter
	Fourth			Third			Second			First			Fourth			'04 vs. '03
	Quarter			Quarter			Quarter			Quarter			Quarter			Change
Interest Income (Taxable Equivalent)	$	314,019			301,457			279,013			271,491			266,581			17.8	%
Interest Expense		88,281			76,313			66,804			66,944			67,314			31.1
Net Interest Income (Taxable Equivalent)		225,738			225,144			212,209			204,547			199,267			13.3
Tax Equivalent Adjustment		1,703			1,710			1,747			1,800			1,836			(7.2	)
Net Interest Income		224,035			223,434			210,462			202,747			197,431			13.5
Provision for Loan Losses		20,855			21,192			17,548			15,724			19,800			5.3
Net Interest Income After Provision		203,180			202,242			192,914			187,023			177,631			14.4
Non-Interest Income:
Electronic Payment Processing Services		203,540			204,340			190,607			182,950			182,806			11.3
Other Transaction Processing Services Revenue		45,224			43,006			41,827			40,848			37,060			22.0
Service Charges on Deposits		30,226			31,257			31,188			28,432			29,527			2.4
Fiduciary and Asset Management Fees		11,326			10,622			10,485			10,568			10,462			8.3
Brokerage and Investment Banking Revenue		5,361			5,012			5,616			5,759			5,353			0.1
Mortgage Banking Income		6,773			6,861			5,772			6,894			6,642			2.0
Credit Card Fees		8,379			8,097			7,509			6,040			6,927			21.0
Securities Gains (Losses)		164			(24	)		-			(65	)		1,155			nm
Other Fee Income		7,654			7,451			7,202			6,920			6,347			20.6
Other Non-Interest Income		12,653			11,361			15,341			28,299			12,998			(2.7	)
Non-Interest Income before Reimbursable Items		331,300			327,983			315,547			316,645			299,277			10.7
Reimbursable Items		57,039			56,309			55,745			60,445			56,313			1.3
Total Non-Interest Income		388,339			384,292			371,292			377,090			355,590			9.2
Non-Interest Expense:
Personnel Expense		175,369			194,624			174,955			186,631			167,157			4.9
Occupancy & Equipment Expense		77,039			80,073			86,187			78,390			72,816			5.8
Other Non-Interest Expense		88,639			74,699			74,365			67,857			68,504			29.4
Non-Interest Expense before Reimbursable Items		341,047			349,396			335,507			332,878			308,477			10.6
Reimbursable Items		57,039			56,309			55,745			60,445			56,313			1.3
Total Non-Interest Expense		398,086			405,705			391,252			393,323			364,790			9.1
Minority Interest in Consolidated Subsidiaries		8,143			7,480			6,852			6,249			7,519			8.3
Income Before Taxes		185,290			173,349			166,102			164,541			160,912			15.1
Income Tax Expense		66,568			64,341			60,961			60,379			58,273			14.2
Net Income	$	118,722			109,008			105,141			104,162			102,639			15.7
Basic Earnings Per Share		0.38			0.35			0.34			0.34			0.34			12.7
Diluted Earnings Per Share		0.38			0.35			0.34			0.34			0.34			13.0
Dividends Declared Per Share		0.17			0.17			0.17			0.17			0.17			5.0
Return on Assets		1.91	%		1.82	%		1.86	%		1.91	%		1.94	%		(3	)bp
Return on Equity		17.92			17.00			17.60			18.00			18.37			(45	)
Average Shares Outstanding — Basic		309,740			309,448			306,180			303,644			301,842			2.6	%
Average Shares Outstanding — Diluted		313,268			312,343			308,857			306,812			306,160			2.3

bp — change is measured as difference in basis points.

nm — not meaningful

Synovus 6 of 11

Financial Services Segment

INCOME STATEMENT	Twelve Months Ended
(In thousands)	December 31,
	2004			2003		Change
Interest Income (Taxable Equivalent)	$	1,165,962			1,068,895		9.1	%
Interest Expense		299,489			299,066		0.1
Net Interest Income (Taxable Equivalent)		866,473			769,829		12.6
Tax Equivalent Adjustment		6,941			7,375		(5.9	)
Net Interest Income		859,532			762,454		12.7
Provision for Loan Losses		75,319			71,777		4.9
Net Interest Income After Provision		784,213			690,677		13.5
Non-Interest Income:
Service Charges on Deposits		121,103			107,404		12.8
Fiduciary and Asset Management Fees		43,757			39,922		9.6
Brokerage and Investment Banking Revenue		21,748			20,461		6.3
Mortgage Banking Income		26,300			58,633		(55.1	)
Credit Card Fees		30,025			26,044		15.3
Securities Gains (Losses)		75			2,491		nm
Other Fee Income		29,227			23,682		23.4
Other Non-Interest Income		55,206			32,387		70.5
Total Non-Interest Income		327,441			311,024		5.3
Non-Interest Expense:
Personnel Expense		364,514			340,219		7.1
Occupancy & Equipment Expense		82,156			75,841		8.3
Other Non-Interest Expense		175,005			159,347		9.8
Total Non-Interest Expense		621,675			575,407		8.0
Income Before Taxes		489,979			426,294		14.9
Income Tax Expense		175,038			151,708		15.4
Net Income	$	314,941			274,586		14.7
Return on Assets		1.41	%		1.40		1	bp
Return on Equity		17.15			16.82		33

bp — change is measured as difference in basis points.

nm — not meaningful

Synovus 7 of 11

Financial Services Segment

INCOME STATEMENT
(In thousands)	2004												2003			4th Quarter
	Fourth			Third			Second			First			Fourth			'04 vs. '03
	Quarter			Quarter			Quarter			Quarter			Quarter			Change
Interest Income (Taxable Equivalent)	$	314,008			301,458			279,010			271,486			266,577			17.8	%
Interest Expense		88,933			76,502			66,964			67,090			67,340			32.1
Net Interest Income (Taxable Equivalent)		225,075			224,956			212,046			204,396			199,237			13.0
Tax Equivalent Adjustment		1,691			1,710			1,744			1,796			1,831			(7.6	)
Net Interest Income		223,384			223,246			210,302			202,600			197,406			13.2
Provision for Loan Losses		20,855			21,192			17,548			15,724			19,800			5.3
Net Interest Income After Provision		202,529			202,054			192,754			186,876			177,606			14.0
Non-Interest Income:
Service Charges on Deposits		30,226			31,257			31,188			28,432			29,527			2.4
Fiduciary and Asset Management Fees		11,538			10,834			10,675			10,710			10,597			8.9
Brokerage and Investment Banking Revenue		5,361			5,012			5,616			5,759			5,353			0.1
Mortgage Banking Income		6,773			6,861			5,772			6,894			6,642			2.0
Credit Card Fees		8,379			8,097			7,509			6,040			6,927			21.0
Securities Gains (Losses)		164			(24	)		—			(65	)		1,155			nm
Other Fee Income		7,654			7,451			7,202			6,920			6,347			20.6
Other Non-Interest Income		10,826			7,211			11,409			25,760			9,497			14.0
Total Non-Interest Income		80,921			76,699			79,371			90,450			76,045			6.4
Non-Interest Expense:
Personnel Expense		82,601			93,631			91,283			96,999			80,346			2.8
Occupancy & Equipment Expense		21,305			21,156			20,004			19,691			20,041			6.3
Other Non-Interest Expense		50,677			42,764			42,310			39,254			44,065			15.0
Total Non-Interest Expense		154,583			157,551			153,597			155,944			144,452			7.0
Income Before Taxes		128,867			121,202			118,528			121,382			109,199			18.0
Income Tax Expense		44,992			43,935			42,486			43,625			38,536			16.8
Net Income	$	83,875			77,267			76,042			77,757			70,663			18.7
Return on Assets		1.41	%		1.35	%		1.41	%		1.49	%		1.39	%		2	bp
Return on Equity		17.09			16.20			17.26			18.18			17.07			2

bp — change is measured as difference in basis points.

nm — not meaningful

Synovus 8 of 11

BALANCE SHEET	December 31, 2004			September 30, 2004			December 31, 2003
(In thousands, except share data)
ASSETS
Cash and due from banks	$	683,035			757,380			696,030
Interest earning deposits with banks		4,153			4,140			4,423
Federal funds sold and securities purchased under resale agreements		135,471			122,130			172,922
Mortgage loans held for sale		120,186			126,099			133,306
Investment securities available for sale		2,695,593			2,621,120			2,529,257
Loans, net of unearned income		19,480,396			18,871,056			16,464,914
Allowance for loan losses		(265,745	)		(257,647	)		(226,059	)
Loans, net		19,214,651			18,613,409			16,238,855
Premises and equipment, net		638,407			629,738			578,710
Contract acquisition costs and computer software, net		375,044			364,382			383,562
Goodwill, net		416,283			419,323			248,868
Other intangible assets, net		41,628			43,819			33,970
Costs in excess of billings on uncompleted contracts		—			7,272			—
Other assets		699,698			680,681			612,726
Total assets	$	25,024,148			24,389,493			21,632,629
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	3,337,908			3,202,214			2,833,567
Interest bearing		15,239,560			14,572,170			13,108,042
Total deposits		18,577,468			17,774,384			15,941,609
Federal funds purchased and securities sold under repurchase agreements		1,208,080			1,671,239			1,354,887
Long-term debt		1,879,583			1,740,103			1,575,777
Billings in excess of costs on uncompleted contracts		—			—			17,573
Other liabilities		550,444			468,141			355,906
Total liabilities		22,215,575			21,653,867			19,245,752
Minority interest in consolidated subsidiaries		167,284			158,912			141,838
Shareholders’ equity:
Common stock, par value $1.00 a share (1)		315,636			315,200			307,748
Surplus		628,396			619,734			442,931
Treasury stock (2)		(113,944	)		(113,944	)		(113,940	)
Unearned compensation		(106	)		(146	)		(266	)
Accumulated other comprehensive income		8,902			18,513			29,509
Retained earnings		1,802,405			1,737,357			1,579,057
Total shareholders’ equity		2,641,289			2,576,714			2,245,039
Total liabilities and shareholders’ equity	$	25,024,148			24,389,493			21,632,629

(1)	Common shares outstanding: 309,974,509; 309,538,462; and 302,090,128 at December 31, 2004, September 30, 2004, and December 31, 2003, respectively.
(2)	Treasury shares: 5,661,538 at December 31, 2004, 5,661,623 at September 30, 2004, and 5,658,005 at December 31, 2003.

Synovus
AVERAGE BALANCES AND YIELDS/RATES	9 of 11
(Dollars in thousands)

	2004													2003				Twelve Months Ended
	Fourth				Third			Second			First			Fourth				December 31,
	Quarter				Quarter			Quarter			Quarter			Quarter				2004				2003
Interest Earning Assets
Taxable Investment Securities	$	2,408,960				2,382,319			2,355,328			2,319,280			2,200,668		$		2,366,631				2,065,924
Yield		3.69		%		3.72			3.71			3.86			3.74				3.74		%		4.05
Tax-Exempt Investment Securities	$	229,190				233,271			230,885			229,905			233,425		$		230,815				235,401
Yield		6.99		%		6.92			7.14			7.14			7.11				7.05		%		7.19
Commercial Loans	$	16,029,042				15,385,995			14,567,795			13,991,230			13,346,751		$		14,997,417				12,894,815
Yield		5.85		%		5.79			5.66			5.67			5.73				5.74		%		5.92
Consumer Loans	$	948,273				958,540			967,450			1,003,595			1,037,283		$		969,377				1,082,449
Yield		7.32		%		8.03			8.00			8.03			8.08				7.85		%		8.30
Mortgage Loans	$	954,078				936,240			856,688			823,625			819,412		$		892,945				811,519
Yield		6.04		%		5.89			5.92			6.01			6.10				5.96		%		6.31
Credit Card Loans	$	260,523				248,755			245,534			241,415			239,433		$		249,087				232,961
Yield		8.84		%		8.93			8.53			9.28			8.69				8.89		%		9.02
Home Equity Loans	$	973,604				890,867			790,238			719,915			674,264		$		844,140				604,475
Yield		5.08		%		4.61			4.45			4.50			4.52				4.69		%		4.66
Allowance for Loan Losses	$	(262,711	)			(252,370	)		(241,082	)		(231,822	)		(225,021	)	$		(247,054	)			(220,004	)
Loans, Net	$	18,902,809				18,168,027			17,186,623			16,547,958			15,892,122		$		17,705,912				15,406,215
Yield		6.01		%		5.97			5.87			5.91			5.98				5.94		%		6.19
Mortgage Loans Held for Sale	$	103,594				112,502			148,471			105,557			136,133		$		117,479				254,240
Yield		5.75		%		6.15			5.27			5.33			5.43				5.60		%		5.26
Federal Funds Sold	$	102,852				162,580			158,373			171,284			113,728		$		148,685				111,893
Yield		2.06		%		1.23			1.04			1.10			1.14				1.29		%		1.38
Time Deposits with Banks	$	4,144				4,136			4,137			4,372			4,426		$		4,197				4,515
Yield		1.32		%		0.80			0.45			0.46			0.46				0.76		%		0.55
Total Interest Earning Assets	$	21,751,549				21,062,836			20,083,817			19,378,354			18,580,502		$		20,573,719				18,078,187
Yield		5.75		%		5.69			5.58			5.63			5.70				5.67		%		5.91
Interest Bearing Liabilities
Time Deposits Over $100,000	$	4,396,233				4,135,970			3,789,423			3,628,357			3,446,050		$		3,989,018				3,448,900
Rate		2.57		%		2.35			2.21			2.29			2.46				2.36		%		2.73
Time Deposits Under $100,000	$	2,194,194				2,209,883			2,225,224			2,266,593			2,311,870		$		2,223,854				2,399,371
Rate		2.29		%		2.18			2.21			2.28			2.35				2.24		%		2.63
Interest Bearing Demand Deposits	$	2,848,978				2,716,488			2,773,020			2,709,479			2,623,125		$		2,762,104				2,515,162
Rate		0.72		%		0.60			0.54			0.56			0.58				0.61		%		0.71
Money Market Accounts	$	4,765,591				4,778,276			4,300,823			4,073,084			3,970,084		$		4,481,042				3,695,600
Rate		1.51		%		1.23			1.04			1.03			1.01				1.21		%		1.11
Savings Deposits	$	547,026				555,969			551,037			540,853			519,175		$		548,736				502,245
Rate		0.21		%		0.17			0.17			0.18			0.16				0.18		%		0.25
Federal Funds Purchased and Other Short-Term Borrowings	$	1,488,555				1,422,598			1,513,306			1,495,333			1,176,709		$		1,479,815				1,101,216
Rate		1.83		%		1.40			1.00			0.98			0.95				1.30		%		1.07
Long-Term Debt	$	1,821,889				1,747,788			1,667,441			1,635,648			1,576,346		$		1,718,556				1,639,487
Rate		3.63		%		3.51			3.53			3.71			3.79				3.59		%		4.21
Total Interest Bearing Liabilities	$	18,062,466				17,566,972			16,820,274			16,349,345			15,623,360		$		17,203,125				15,301,981
Rate		1.94		%		1.72			1.59			1.64			1.71				1.73		%		1.95
Non-Interest Bearing Demand Deposits	$	3,277,155				3,137,357			3,006,493			2,769,367			2,715,015		$		3,048,465				2,501,539
Shareholders’ Equity	$	2,635,188				2,550,346			2,402,271			2,327,319			2,216,818		$		2,479,404				2,166,777
Total Assets	$	24,678,316				23,778,250			22,705,467			21,913,168			21,028,492		$		23,274,044				20,412,853
Spread		3.81		%		3.97			3.99			3.99			3.99				3.94		%		3.96
Net Interest Margin, before fees		3.98		%		3.90			3.89			3.91			3.92				3.92		%		3.90
Net Interest Margin, after fees		4.13		%		4.25			4.24			4.24			4.26				4.22		%		4.26

Synovus	10 of 11
LOANS OUTSTANDING AND NONPERFORMING LOANS COMPOSITION
(Dollars in thousands)

	December 31, 2004
				Loans as a %			Total		Nonperforming Loans
				of Total Loans			Nonperforming		as a % of Total
Loan Type	Total Loans			Outstanding			Loans		Nonperforming Loans
Commercial Real Estate
Multi-Family	$	536,765			2.8	%	$	802		1.0	%
Hotels		820,391			4.2			2,881		3.6
Office Buildings		770,260			4.0			6		0.0
Shopping Centers		592,919			3.0			199		0.2
Commercial Development		678,451			3.5			43		0.1
Other Investment Property		275,031			1.4			90		0.1
Total Investment Properties		3,673,817			18.9			4,021		5.0
1-4 Family Construction		1,208,618			6.2			859		1.1
1-4 Family Perm / Mini-Perm		984,690			5.1			6,601		8.2
Residential Development		1,091,832			5.6			209		0.2
Total 1-4 Family Properties		3,285,140			16.9			7,669		9.5
Land Acquisition		931,269			4.8			126		0.2
Total Investment-Related Real Estate		7,890,226			40.5			11,816		14.7
Owner-Occupied		2,264,920			11.6			7,077		8.8
Other Property		1,134,436			5.8			7,871		9.8
Total Commercial Real Estate		11,289,582			58.0			26,764		33.3
Commercial & Industrial		5,050,713			25.9			46,811		58.1
Consumer		3,182,052			16.3			6,881		8.6
Unearned Income		(41,951	)		(0.2	)		—		—
Total	$	19,480,396			100.0	%	$	80,456		100.0	%

Synovus	11 of 11
CREDIT QUALITY DATA

(Dollars in thousands)	2004									2003		4th Quarter
		Fourth		Third		Second		First		Fourth		'04 vs. '03
		Quarter		Quarter		Quarter		Quarter		Quarter		Change
Nonperforming Loans	$		80,456		79,776		67,489		70,007		67,442		19.3		%
Other Real Estate			21,492		25,424		26,972		26,061		28,422		(24.4	)
Nonperforming Assets			101,948		105,200		94,461		96,068		95,864		6.3
Allowance for Loan Losses			265,745		257,647		248,585		236,056		226,059		17.6
Net Charge-Offs — Quarter			12,757		12,130		9,589		6,773		17,202		(25.8	)
Net Charge-Offs — YTD			41,249		28,492		16,362		6,773		56,093		(26.5	)
Net Charge-Offs / Average Loans — Quarter			0.27		0.26		0.22		0.16		0.43
Net Charge-Offs / Average Loans — YTD			0.23		0.22		0.19		0.16		0.36
Nonperforming Loans / Loans & ORE			0.41		0.42		0.37		0.41		0.41
Nonperforming Assets / Loans & ORE			0.52		0.56		0.52		0.56		0.58
Allowance / Loans			1.36		1.37		1.38		1.39		1.37
Allowance / Nonperforming Loans			330.30		322.96		368.34		337.19		335.19
Allowance / Nonperforming Assets			260.67		244.91		263.16		245.72		235.81
Past Due Loans over 90 days			18,138		23,178		27,453		23,295		21,138
As a Percentage of Loans Outstanding			0.09		0.12		0.15		0.14		0.13
Total Past Dues			84,458		118,390		109,385		129,844		109,672
As a Percentage of Loans Outstanding			0.43		0.63		0.61		0.76		0.67

REGULATORY CAPITAL RATIOS (1)
(Dollars in thousands)

	December 31, 2004			September 30, 2004		December 31, 2003
Tier 1 Capital	$	2,369,235			2,279,734		2,012,154
Total Risk-Based Capital		2,934,980			2,837,381		2,535,615
Tier 1 Capital Ratio		10.06	%		9.96		10.30
Total Risk-Based Capital Ratio		12.46	%		12.40		12.98
Leverage Ratio		9.78	%		9.77		9.84

(1) December 31, 2004 information is preliminary.