Exhibit 99.2

FORM 11-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended            December 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                         
Commission file number 1-10312

SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN

SYNOVUS FINANCIAL CORP.
1111 BAY AVENUE
SUITE 500
COLUMBUS, GEORGIA 31901
(706) 649-5220

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2004, 2003, and 2002

(With Report of Independent Registered Public Accounting Firm Thereon)

KPMG LLP
Suite 2000
303 Peachtree Street, NE
Atlanta, GA 30308

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Synovus Financial Corp.

   Employee Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia
April 1, 2005

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International; a Swiss cooperative.

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2004 and 2003

Assets

	2004		2003
Common stock of Synovus Financial Corp. at market value - 2,559,837 shares (cost $50,153,264) in 2004 and 2,596,928 shares (cost $46,630,651) in 2003 (note 2)	$	73,160,139		75,103,163
Dividends receivable		442,188		417,922
Contributions receivable		574,670		525,750
	$	74,176,997		76,046,835
Liabilities and Plan Equity
Plan equity (4,487 and 4,621 participants in 2004 and 2003, respectively)	$	74,176,997		76,046,835

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Dividend income	$	1,758,765			1,610,272			1,452,578
Realized gain on distributions to participants (note 5)		4,209,690			3,021,846			5,036,924
Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4)		(5,465,637	)		21,553,296			(18,690,887	)
Contributions (notes 1 and 3):
Participants		8,999,239			8,514,987			7,991,626
Participating employers		4,499,856			4,257,622			3,995,292
		14,001,913			38,958,023			(214,467	)
Withdrawals by participants — common stock of Synovus Financial Corp. at market value (620,532 shares in 2004, 597,829 shares in 2003, and 531,105 shares in 2002) — (note 5)		(15,871,751	)		(12,428,772	)		(13,435,715	)
(Decrease) increase in Plan equity for the year		(1,869,838	)		26,529,251			(13,650,182	)
Plan equity at beginning of year		76,046,835			49,517,584			63,167,766
Plan equity at end of year	$	74,176,997			76,046,835			49,517,584

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(1)	Description of the Plan
	The Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and subsidiaries (the Participating Employers).
	Synovus serves as the plan administrator. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	Through June 30, 2002, all employees who worked twenty hours per week or more were eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. Effective July 1, 2002, the Plan was amended to allow employees who work twenty hours per week or more to become eligible to participate in the plan on the first payroll date after completing three months of continuous employment. The Plan also permits a participant who has successfully completed the State of Georgia’s Intellectual Capital Partnership Program (ICAPP) to begin participation in the Plan immediately upon the participant’s commencement of employment with a Participating Employer.
	Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum contribution ranges from 3% to 7% of compensation based on years of service. Through June 30, 2002, the minimum contribution percentage was 0.5% of compensation. Effective July 1, 2002, the minimum allowable contribution is 1% of compensation. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.
	The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.
	The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Participating Employers for a specified period of time. Effective January 23, 2002, the Plan was amended to remove the above mentioned restriction on receiving matching contributions upon a withdrawal of shares from the Plan.
	Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or his employer prior to the date of such amendment or termination.

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

Synovus reserves the right to suspend participating employer contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.

(2)	Summary of Accounting Policies
	The investment in Synovus common stock is stated at market value which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such security is traded. The December 31, 2004 and 2003 market values were $28.58 and $28.92 per share, respectively.
	The realized gain on distributions to participants is determined by computing the difference between the average cost per common stock share and the market value per share at the date of the distribution to the participants.
	Dividend income is accrued on the record date.
	The Plan’s investments include common stock of Synovus which is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.
	Contributions by participants and Participating Employers, as well as withdrawals, are accounted for on the accrual basis.
	The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.
	Management of the Plan believes that the carrying amount of receivables is a reasonable approximation of the fair value due to the short-term nature of these instruments.
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(3)	Contributions
	Contributions by Participating Employers and by participants are as follows:

	2004				2003				2002
	Participating				Participating				Participating
Participating Employers	Employers		Participants		Employers		Participants		Employers		Participants
Synovus Financial Corp.	$	869,037		1,737,990		785,144		1,570,571		754,288		1,510,390
Columbus Bank and Trust Company		375,739		751,434		340,621		681,202		333,828		667,614
Commercial Bank and Trust Company of Troup County		32,888		65,771		36,536		73,066		34,908		69,809
Commercial Bank of Thomasville		55,971		111,937		51,824		103,643		52,010		104,012
Security Bank and Trust Company of Albany		45,712		91,949		45,742		91,478		48,014		95,965
Sumter Bank and Trust Company		43,451		86,898		40,935		81,867		40,832		81,660
The Coastal Bank of Georgia		53,010		106,015		47,700		95,394		47,833		95,661
First State Bank and Trust Company		43,075		86,144		40,427		80,848		39,685		79,362
Bank of Hazlehurst		—		—		—		—		15,477		30,952
Cohutta Banking Company		46,924		93,842		50,916		101,825		40,439		80,872
Bank of Coweta		56,827		113,647		57,431		114,854		55,863		111,718
Citizens Bank & Trust of West Georgia		96,844		193,674		92,057		184,098		86,381		172,749
Synovus Securities, Inc.		252,190		504,374		238,439		476,868		187,350		374,689
The Quincy State Bank		7,384		14,768		27,999		55,996		30,276		60,548
Community Bank and Trust of Southeast Alabama		28,433		56,852		26,424		52,844		24,485		48,966
Tallahassee State Bank		23,908		47,814		23,306		46,610		21,436		42,869
CB&T Bank of Middle Georgia		47,131		94,258		43,021		86,037		41,018		82,031
First Community Bank of Tifton		40,109		80,214		36,379		72,719		40,694		81,382
CB&T Bank of Russell County		38,095		76,186		35,676		71,348		34,326		68,647
Sea Island Bank		43,140		86,275		38,359		76,713		35,718		71,429
Citizens First Bank		41,825		83,645		42,016		84,026		41,777		83,547
First Coast Community Bank		28,298		56,593		29,167		58,331		24,932		49,861
Bank of Pensacola		87,118		174,229		80,753		161,498		76,836		153,334
Vanguard Bank and Trust		62,517		125,025		60,872		121,736		65,984		131,956
The National Bank of Walton County		41,630		83,254		39,987		79,969		37,535		75,064
Athens First Bank & Trust Co.		143,596		287,178		137,910		275,804		139,416		278,815
The Citizens Bank of Fort Valley		16,877		33,753		18,867		37,732		18,380		36,757
The Citizens Bank of Cochran		—		—		—		—		10,158		20,314
First Commercial Bank of Birmingham		160,728		321,439		169,228		338,440		124,945		249,877
First National Bank of Jasper		91,255		182,497		82,600		165,187		84,556		169,098
Sterling Bank		38,289		76,573		33,614		67,224		34,570		69,135
The Bank of Tuscaloosa		55,719		111,433		48,465		96,925		43,352		86,697
First Commercial Bank of Huntsville		55,036		110,064		53,218		106,430		43,909		87,812
Peachtree National Bank		47,682		95,310		51,604		103,202		48,987		97,967
Synovus Mortgage Corp.		168,012		336,004		233,986		467,959		217,767		435,517
Citizens & Merchants State Bank		24,420		48,837		23,968		47,933		25,424		50,845
Synovus Trust Company		204,107		408,200		190,747		381,439		161,567		323,119
The National Bank of South Carolina		276,503		552,971		250,003		499,970		253,789		507,539
Bank of North Georgia		269,249		538,474		258,871		517,621		248,713		497,407
Georgia Bank & Trust		43,265		86,021		49,634		99,262		34,056		68,107
Synovus Trust Company of Florida		—		—		2,164		4,328		12,456		24,911
Synovus Trust Company of Alabama		—		—		1,537		3,073		27,780		55,557
Charter Bank and Trust Co.		21,106		42,210		40,713		81,420		40,056		80,106
Merit Leasing Corp.		2,868		5,737		2,381		4,761		2,855		5,710
Mountain National Bank		21,288		42,576		39,746		79,487		38,291		76,577
Total Technology Ventures		3,680		7,360		4,465		8,930		3,029		6,057
ProCard		—		—		—		—		85,369		170,731
Synovus Insurance of Georgia		12,459		24,918		12,662		25,323		10,461		20,921
Creative Financial Group		61,919		123,835		52,807		105,611		44,812		89,621
GLOBALT, Inc.		50,043		100,083		40,640		81,279		18,284		36,567
Machinery Leasing Co., Inc.		2,372		4,745		2,343		4,685		654		1,314
The Bank of Nashville		43,783		87,561		45,019		90,033		9,731		19,461
Synovus Investment Advisors		32,538		65,074		8,736		17,471		—		—
EPW Investment Management		—		—		1,870		3,740		—		—
United Trust Company		—		—		3,130		6,259		—		—
United Bank of the Gulf Coast		10,817		21,634		9,281		18,562		—		—
United Bank and Trust Company		70,535		141,066		42,113		84,222		—		—
First Nation Bank		46,222		92,438		33,569		67,134		—		—
Peoples Bank		41,834		83,665		—		—		—		—
Synovus Bank of Jacksonville		5,166		10,331		—		—		—		—
Trust One Bank		17,232		34,464		—		—		—		—
Total contributions	$	4,499,856		8,999,239		4,257,622		8,514,987		3,995,292		7,991,626

(Continued)

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(4)	Unrealized (Depreciation) Appreciation of Synovus Common Stock
	Changes in unrealized (depreciation) appreciation of Synovus common stock are as follows:

	2004			2003		2002
Unrealized appreciation at end of year	$	23,006,875			28,472,512		6,919,216
Unrealized appreciation at beginning of year		28,472,512			6,919,216		25,610,103
Unrealized (depreciation) appreciation for the year	$	(5,465,637	)		21,553,296		(18,690,887	)

(5)	Realized Gain on Withdrawal/Distributions to Participants
	The gain realized on withdrawal/distributions to participants is summarized as follows:

	2004		2003		2002
Market value at dates of distribution or redemption of shares of Synovus common stock	$	15,871,751		12,428,772		13,435,715
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		11,662,061		9,406,926		8,398,791
Total realized gain	$	4,209,690		3,021,846		5,036,924

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