8-K

UNITED STATES
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

Date of Report (Date of Earliest Event Reported) January 3, 2008 (December 31, 2007)

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) 649-4456
(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:

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

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

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

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

TABLE OF CONTENTS

EX-99.1 SYNOVUS' PRESS RELEASE DATED DECEMBER 31, 2007

EX-99.2 UNAUDITED PRO FORMA FINANCIAL STATEMENT INFO

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 31, 2007, Synovus Financial Corp. (“Synovus”) completed the spin-off of its shares of Total System Services, Inc. (“TSYS”) common stock to Synovus shareholders. The distribution of approximately 80.6% of TSYS’ outstanding shares owned by Synovus was made on December 31, 2007 to shareholders of record as of 5:00 p.m. Eastern time on December 18, 2007, the record date. Each Synovus shareholder received .483921 of a share of TSYS common stock for each share of Synovus common stock held as of the record date. Synovus shareholders will receive cash in lieu of fractional shares for amounts of less than one share of TSYS common stock.

Item 8.01. Other Events.

On December 31, 2007, Synovus issued a press release announcing the completion of the spin-off of its shares of TSYS common stock and that each Synovus shareholder of record as of December 18, 2007 received .483921 of a share of TSYS common stock for each share of Synovus common stock held on that date. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

The Synovus unaudited pro forma consolidated financial statement information attached hereto as Exhibit 99.2 is based on and should be read in conjunction with Synovus’ historical consolidated financial statements and related notes as of and for the year ended December 31, 2006, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Exhibit 99.1 to Synovus’ Annual Report on Form 10-K for the year ended December 31, 2006, as amended, as well as Synovus’ unaudited consolidated financial statements and the related notes filed as part of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included therewith.

The Unaudited Pro Forma Consolidated Statements of Income Information for the nine months ended September 30, 2007 and the year ended December 31, 2006 are prepared as though the spin-off and related transactions occurred as of the beginning of each period presented. The Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of September 30, 2007 is prepared as though the spin-off and related transactions occurred as of September 30, 2007. The unaudited pro forma condensed consolidated financial statement information is presented for illustrative and informational purposes only and is not intended to represent or be indicative of the financial condition or results of operations which would actually have been reported if the spin-off had occurred at the beginning of each period presented. In addition, the unaudited pro forma consolidated financial statement information is not intended to represent Synovus’ financial position or results of operations for any future date or period.

(d) Exhibits

99.1 Synovus’ press release dated December 31, 2007

99.2 Unaudited Pro Forma Financial Statement Information

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Signature

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

	SYNOVUS FINANCIAL CORP. (“Synovus”)
Dated: January 3, 2008	By:	/s/ Liliana McDaniel
		Liliana McDaniel
		Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No	Description
99.1	Synovus’ press release dated December 31, 2007
99.2	Unaudited Pro Forma Financial Statement Information

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

Contact:	Pat Reynolds	Greg Hudgison
	Investor Relations	Corporate Communications
	(706) 649-4973	(706) 644-0528

Synovus Completes Spin-off of TSYS

December 31, 2007, Columbus, GA — Synovus (NYSE: SNV), the Columbus, Georgia-based financial services company, today announced that it completed the spin-off to Synovus’ shareholders of the shares of TSYS stock formerly owned by Synovus. The spin-off was completed on December 31, 2007 when each Synovus shareholder of record as of December 18, 2007 received .483921 of a share of TSYS common stock for every share of Synovus common stock held on that date. Shareholders of Synovus will receive cash in lieu of fractional shares for amounts of less than one TSYS share. As a result of the distribution, TSYS is now a fully independent, publicly-traded company. Immediately prior to the spin-off, TSYS paid on a pro rata basis to its shareholders, including Synovus, a one-time special cash dividend of $600 million.

Synovus has adjusted its dividend so that Synovus’ shareholders who retain their TSYS shares will initially receive, in the aggregate, the same dividend per share that existed before the spin-off. As a result, Synovus has lowered its annual dividend per share from $0.82 to $0.68. Initially, TSYS’ annual dividend per share is expected to remain at $0.28, which translates to an aggregate $0.82 dividend per share to Synovus shareholders who retain their TSYS shares. Decisions regarding future dividends will be made independently by the Synovus Board of Directors and the TSYS Board of Directors for their respective companies.

For additional information, registered shareholders of Synovus should contact Synovus’ transfer agent, BNY Mellon Shareowner Services at 1-800-503-8903. Holders of Synovus common stock who hold their shares through a broker, bank or other nominee will have their brokerage account credited with the TSYS common stock. For additional information, those holders should contact their broker or bank directly.

About Synovus

Synovus (NYSE: “SNV”) is a financial services holding company with approximately $32 billion in assets based in Columbus, Georgia. Synovus provides commercial and retail banking, as well as investment services, to customers through 37 banks, 440 ATMs, and other Synovus offices in Georgia, Alabama, South Carolina, Florida and Tennessee. The company focuses on its unique decentralized customer delivery model, position in high-growth Southeast markets and commitment to being a great place to work to ensure the delivery of unparalleled customer experiences. 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. See Synovus on the Web at www.synovus.com.

EX-99.2

Exhibit 99.2

SYNOVUS FINANCIAL CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME INFORMATION
For the Nine Months Ended September 30, 2007
(Unaudited)

	Synovus Financial Corp.		Pro Forma			Synovus Financial Corp.
(In thousands, except per share data)	As previously reported		Adjustments (a)			Pro Forma
Interest income:
Loans, including fees	$	1,540,909		—		$	1,540,909
Investment securities available for sale		127,742		—			127,742
Trading account assets		2,890		—			2,890
Mortgage loans held for sale		8,006		—			8,006
Federal funds sold and securities purchased under resale agreements		4,062		91			4,153
Interest earning deposits with banks		1,008		—			1,008
Total interest income		1,684,617		91			1,684,708
Interest expense:
Deposits		685,620		10,271			695,891
Federal funds purchased and other short-term liabilities		64,923		914			65,837
Long-term debt		61,741		(1,024	)		60,717
Total interest expense		812,284		10,161			822,445
Net interest income		872,333		(10,070	)		862,263
Provision for losses on loans		99,566		—			99,566
Net interest income after provision for losses on loans		772,767		(10,070	)		762,697
Non-interest income:
Electronic payment processing services		710,648		(710,648	)		—
Merchant acquiring services		190,120		(190,120	)		—
Other transaction processing services		161,911		(161,911	)		—
Service charges on deposit accounts		83,157		—			83,157
Fiduciary and asset management fees		37,002		650			37,652
Brokerage and investment banking income		23,381		—			23,381
Mortgage banking income		20,876		—			20,876
Bankcard fees		35,370		—			35,370
Securities gains, net		891		—			891
Other fee income		29,749		—			29,749
Other operating income		55,337		3,616			58,953
Non-interest income before reimbursable items		1,348,442		(1,058,413	)		290,029
Reimbursable items		279,727		(279,727	)		—
Total non-interest income		1,628,169		(1,338,140	)		290,029
Non-interest expense:
Salaries and other personnel expense		777,842		(432,149	)		345,693
Net occupancy and equipment expense		284,556		(201,645	)		82,911
Other operating expenses		302,637		(138,356	)		164,281
Spin-off related expenses		6,298		(6,298	)		—
Visa litigation settlement expense		12,000		—			12,000
Non-interest expense before reimbursable items		1,383,333		(778,448	)		604,885
Reimbursable items		279,727		(279,727	)		—
Total non-interest expense		1,663,060		(1,058,175	)		604,885
Minority interest in subsidiaries’ net income		38,139		(38,139	)		—
Income from continuing operations before income taxes		699,737		(251,896	)		447,841
Income tax expense		259,491		(101,443	)		158,048
Income from continuing operations	$	440,246		(150,453	)	$	289,793
Income from continuing operations per share data:
Basic	$	1.35					0.89
Diluted	$	1.33					0.88
Weighted average shares outstanding:
Basic		326,443					326,443
Diluted		330,001					330,001

See introduction and accompanying notes to pro forma condensed consolidated financial statement information.

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SYNOVUS FINANCIAL CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME INFORMATION
For the Year Ended December 31, 2006
(Unaudited)

	Synovus Financial Corp.			Pro Forma			Synovus Financial Corp.
(In thousands, except per share data)	As previously reported			Adjustments (b)			Pro Forma
Interest income:
Loans, including fees	$	1,859,914			—		$	1,859,914
Investment securities available for sale		138,426			—			138,426
Trading account assets		2,691			—			2,691
Mortgage loans held for sale		8,638			—			8,638
Federal funds sold and securities purchased under resale agreements		6,422			—			6,422
Interest earning deposits with banks		375			—			375
Total interest income		2,016,466			—			2,016,466
Interest expense:
Deposits		739,949			6,720			746,669
Federal funds purchased and other short-term liabilities		71,439			1,518			72,957
Long-term debt		71,204			(153	)		71,051
Total interest expense		882,592			8,085			890,677
Net interest income		1,133,874			(8,085	)		1,125,789
Provision for losses on loans		75,148			—			75,148
Net interest income after provision for losses on loans		1,058,726			(8,085	)		1,050,641
Non-interest income:
Electronic payment processing services		985,868			(985,868	)		—
Merchant acquiring services		260,275			(260,275	)		—
Other transaction processing services		186,394			(186,394	)		—
Service charges on deposit accounts		112,417			—			112,417
Fiduciary and asset management fees		47,800			825			48,625
Brokerage and investment banking income		26,729			—			26,729
Mortgage banking income		29,255			—			29,255
Bankcard fees		44,303			—			44,303
Securities losses, net		(2,118	)		—			(2,118	)
Other fee income		38,743			—			38,743
Other operating income		52,201			9,275			61,476
Non-interest income before reimbursable items		1,781,867			(1,422,437	)		359,430
Reimbursable items		351,719			(351,719	)		—
Total non-interest income		2,133,586			(1,774,156	)		359,430
Non-interest expense:
Salaries and other personnel expense		974,515			(524,142	)		450,373
Net occupancy and equipment expense		414,169			(313,899	)		100,270
Other operating expenses		430,274			(216,384	)		213,890
Non-interest expense before reimbursable items		1,818,958			(1,054,425	)		764,533
Reimbursable items		351,719			(351,719	)		—
Total non-interest expense		2,170,677			(1,406,144	)		764,533
Minority interest in subsidiaries’ net income		48,102			(48,102	)		—
Income before income taxes		973,533			(327,995	)		645,538
Income tax expense		356,616			(126,181	)		230,435
Net income	$	616,917			(201,814	)	$	415,103
Net income per share data:
Basic	$	1.92					$	1.29
Diluted	$	1.90					$	1.28
Weighted average shares outstanding:
Basic		321,241						321,241
Diluted		324,232						324,232

See introduction and accompanying notes to pro forma condensed consolidated financial statement information.

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SYNOVUS FINANCIAL CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION
As of September 30, 2007
(Unaudited)

	Synovus Financial Corp.			Pro Forma			Synovus Financial Corp.
(In thousands)	As previously reported			Adjustments (c)			Pro Forma
ASSETS
Cash and due from banks	$	944,215			179,855		$	1,124,070
Interest earning deposits with banks		4,318			—			4,318
Federal funds sold and securities purchased under resale agreements		113,654			—			113,654
Trading account assets		33,009			—			33,009
Mortgage loans held for sale		165,837			—			165,837
Investment securities available for sale		3,628,766			—			3,628,766
Loans, net of unearned income		25,774,656			—			25,774,656
Allowance for loan losses		(356,887	)		—			(356,887	)
Loans, net		25,417,769			—			25,417,769
Premises and equipment, net		803,528			(276,113	)		527,415
Contract acquisition costs and computer software, net		351,576			(351,576	)		—
Goodwill, net		682,047			(162,909	)		519,138
Other intangible assets, net		49,933			(19,988	)		29,945
Other assets		1,381,011			(376,107	)		1,004,904
Total assets	$	33,575,663			(1,006,838	)	$	32,568,825
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing retail and commercial deposits	$	3,564,105			—		$	3,564,105
Interest bearing retail and commercial deposits		17,887,961			320,936			18,208,897
Total retail and commercial deposits		21,452,066			320,936			21,773,002
Brokered time deposits		2,872,978			—			2,872,978
Total deposits		24,325,044			320,936			24,645,980
Federal funds purchased and other short-term liabilities		2,568,759			—			2,568,759
Long-term debt		1,760,162			(79,684	)		1,680,478
Other liabilities		592,771			(307,766	)		285,005
Total liabilities		29,246,736			(66,514	)		29,180,222
Minority interest in consolidated subsidiaries		274,571			(274,571	)		—
Shareholders’ equity		4,054,356			(665,753	)		3,388,603
Total liabilities and shareholders’ equity	$	33,575,663			(1,006,838	)	$	32,568,825

See introduction and accompanying notes to pro forma condensed consolidated financial statement information.

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NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION

(a) Adjustments to remove the results of operations of Total System Services, Inc. (“TSYS”) for the nine month period ended September 30, 2007, including the impact of intercompany eliminations and certain reclassifications. Included in the pro forma adjustments is the removal of $6,298,000 of spin-off related costs.

(b) Adjustments to remove the results of operations of TSYS for the year-ended December 31, 2006, including the impact of intercompany eliminations and certain reclassifications.

(c)	Adjustments to remove the balance sheet of TSYS as of December 31, 2006, including the impact of intercompany eliminations and certain reclassifications. Included in the pro forma adjustments is recognition of a $484 million cash dividend from TSYS, which represents Synovus’ share of the $600 million special dividend, paid by TSYS immediately before the spin-off transaction.
	Also included in the pro forma adjustments is the removal of $20.5 million of goodwill and $6 million of other intangible assets previously recorded by Synovus in conjunction with prior purchases of TSYS common stock.

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