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

October 25, 2010

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

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

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2311

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On October 25, 2010, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2010 (the “Press Release”). The Company also made available certain supplemental financial information (the “Supplemental Information”) prepared for use in connection with the Press Release. Copies of the Press Release and the Supplemental Information are attached to this Current Report as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.

The Company uses certain non-GAAP financial measures in the Press Release and during its earnings conference calls. The definitions of these non-GAAP financial measures, together with a discussion of the usefulness and purpose of such measures and a reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP measure, is provided in the Explanation of Non-GAAP Financial Measures attached as Exhibit 99.3 to this Current Report. Reconciliations of all non-GAAP financial measures used in the Press Release or the Company’s earning conference call will also be posted on the Company’s website prior to the commencement of the earnings conference call.

The information contained in Item 2.02 of this Current Report on Form 8-K, including the information set forth in Exhibits 99.1, 99.2 and 99.3 and incorporated herein by reference, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended”), or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2

Exhibit No.	Description
99.1	Synovus press release dated October 25, 2010
99.2	Supplemental Financial Information prepared for use with the press release
99.3	Explanation of Non-GAAP Financial Measures

3

Signature

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

	SYNOVUS FINANCIAL CORP. (“Synovus”)
Dated: October 25, 2010	By:	/s/ Samuel F. Hatcher
		Executive Vice President, General Counsel and Secretary

4

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Patrick A. Reynolds

              Director of Investor Relations

              (706) 649-4973

Synovus Reports Results for Third Quarter of 2010

Positive Credit Trends Continue

Columbus, Ga., October 25, 2010 – Synovus Financial Corp. (NYSE: SNV) today reported a net loss for the third quarter of $195.8 million, a 19 percent improvement from the net loss of $243 million for the second quarter of 2010, and a 57 percent improvement from the net loss of $454 million for the third quarter of 2009. The net loss per common share for the third quarter was $0.25. During the quarter, Synovus’ credit trends continued to improve, its capital position remained strong, and its core performance remained stable.

Third Quarter Business Results:

Continued Positive Credit Trends

• Provision expense decreased $60 million from the second quarter to $239 million in the third quarter, the lowest provision expense since the third quarter of 2008.

• Total credit costs declined 15 percent during the third quarter to $301 million, from $353 million in the second quarter of 2010, for the fifth consecutive quarterly decline in total credit costs.

• Net charge-offs decreased $196 million from the second quarter to $237 million, the lowest level since the fourth quarter of 2008.

• Total non-performing assets declined for the second consecutive quarter.

• Total loans past due and still accruing were 1.12 percent of total loans, continuing the relatively low level of past dues.

Strong Capital Position

As of September 30, 2010, capital ratios were as follows:

• Tier 1 Capital Ratio – 13.06%

• Tier 1 Common Equity Ratio – 9.07%

• Tangible Common Equity to Tangible Assets Ratio – 7.26%

• Total Risk-based Capital Ratio – 16.70%

Stable Core Performance

• Pre-tax, pre-credit costs income was $123 million for the third quarter of 2010, up from $119 million for the second quarter of 2010.

o Non-interest income increased by $7.8 million, offsetting a $4.6 million decline in net interest income in the quarter, with mortgage revenue and bankcard fees providing $3.8 million and $0.9 million, respectively, of the increase.

o The net interest margin remained stable at 3.33% in the third quarter of 2010, compared to 3.34% in the second quarter of 2010.

o Non-interest expense (excluding credit costs and other non-recurring items) remained flat compared to the prior quarter at $205 million.

Balance Sheet Fundamentals

• Net loans of $22.6 billion at September 30, 2010 decreased $762 million or 3.3% from June 30, 2010, compared to a 4.4% sequential quarter decrease in the previous quarter.

• Total core deposits, excluding time deposits, grew 2.5% (annualized) in the third quarter over the second quarter of 2010, and 6.1% over the third quarter of 2009.

• Total deposits declined $1.0 billion from the prior quarter to $25.2 billion. $627 million of the decline was in brokered money market and brokered time deposit accounts. Total core deposits declined $395 million linked quarter to $21.7 billion, driven by a $489 million decline in higher priced time deposits.

“Although credit trends continued to improve in the quarter, we know there is much work to be done as we continue to drive Synovus back to profitability,” said Kessel D. Stelling, President and CEO of Synovus. “The lowest provision expense since the third quarter of 2008, the lowest net charge-offs since the fourth quarter of 2008, stable past-due levels, and declining overall credit costs are all indicators that our credit trends are moving in the right direction. Improvement in credit is the single most important factor in our return to profitability, and our team continues to work aggressively to resolve these issues. We are also focused on re-establishing a growth engine for Synovus’ long-term success that is driven by accelerating top line revenue growth through targeting specific customer segments, hiring additional top producer talent in high-growth markets, and developing an enhanced product suite specifically for commercial customers,” continued Stelling.

“Additionally, our team is actively working on a number of strategies to create a more efficient organization and eliminate excess capacity. The fundamental objective is a much more streamlined organization that delivers the optimal customer experience. We are confident that our relationship-centered model, with local branding and local decision-making, positions us well to accomplish these objectives,” added Stelling.

Synovus will host an earnings highlights conference call at 4:30 p.m. EDT on October 25, 2010. The earnings call will be accompanied by a slide presentation. Shareholders and other interested parties can access the slide presentation and listen to the conference call via simultaneous Internet broadcast at www.synovus.com by clicking on the “Live Webcast” icon. RealPlayer or Windows Media Player can be downloaded prior to accessing the actual call or the replay. The replay will be archived for 12 months and will be available 30-45 minutes after the call.

About Synovus

Synovus Financial Corp. is a financial services company with $31 billion in assets based in Columbus, Georgia. Synovus Financial Corp. provides commercial and retail banking, investment and mortgage services to customers in Georgia, Alabama, South Carolina, Florida and Tennessee. See Synovus Financial Corp. on the web at www.synovus.com.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “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 commercial banking industry and economy in general. These forward-looking statements include, among others, our expectations on credit costs trends; expectations regarding future growth opportunities; the actions we are taking to manage expenses and to improve our operating efficiencies; statements regarding our return to profitability; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this report. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K/A for the year ended December 31, 2009 under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K, including Synovus’ Current Report on Form 8-K filed on April 26, 2010. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Use of Non-GAAP Financial Measures

The measures entitled tangible common equity to tangible assets ratio, core deposits, core deposits excluding time deposits, pre-tax, pre-credit costs income, and non-interest expense excluding credit costs and other non-recurring items are not measures recognized under U.S. generally accepted accounting principles (GAAP), and therefore are considered non-GAAP

financial measures. The most comparable GAAP measures are the ratio of total shareholders’ equity to total assets, total deposits, loss before income taxes, and total non-interest expense, respectively.

Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus’ capital strength and the performance of its core business. These non-GAAP financial measures should not be considered as substitutes for the ratio of total shareholders’ equity to total assets, total deposits, loss before income taxes, or total non-interest expense determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.

The computations of the tangible common equity to tangible assets ratio, core deposits, core deposits excluding time deposits, pre-tax, pre-credit costs income, and non-interest expense excluding credit costs and other non-recurring items, and the reconciliation of these measures to the ratio of total shareholders’ equity to total assets, total deposits, loss before income taxes, and total non-interest expense are set forth in the tables below:

Reconciliation of Non-GAAP Financial Measures (dollars in thousands)
	3Q10			2Q10			1Q10			4Q09			3Q09
Tangible Common Equity To Tangible Assets Ratio
Total assets	$	30,954,761			32,382,340			32,439,438			32,831,418			34,610,480
Less: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(39,280	)
Less: Other intangible assets, net		(13,463	)		(14,505	)		(15,556	)		(16,649	)		(17,775	)
Tangible assets	$	30,916,867			32,343,404			32,399,451			32,790,338			34,553,425
Total shareholders’ equity	$	3,216,066			3,423,932			2,616,743			2,851,041			3,136,660
Less: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(39,280	)
Less: Other intangible assets, net		(13,463	)		(14,505	)		(15,556	)		(16,649	)		(17,775	)
Less: Cumulative perpetual preferred stock		(934,991	)		(932,695	)		(930,433	)		(928,207	)		(926,014	)
Tangible common equity	$	2,243,181			2,452,301			1,646,323			1,881,754			2,153,591
Total shareholders’ equity to total assets ratio		10.39	%		10.57			8.07			8.68			9.06
Tangible common equity to tangible assets ratio		7.26	%		7.58			5.08			5.74			6.23
Core Deposits and Core Deposits Excluding Time Deposits
Total deposits	$	25,236,225			26,257,563			27,180,048			27,433,533			28,054,191
Less: National market brokered deposits		(3,549,175	)		(4,175,762	)		(4,642,345	)		(5,039,328	)		(5,639,336	)
Core deposits		21,687,050			22,081,801			22,537,703			22,394,205			22,414,855
Less: Time deposits		(6,482,521	)		(6,971,056	)		(7,384,005	)		(7,597,738	)		(8,091,021	)
Core deposits excluding time deposits	$	15,204,529			15,110,745			15,153,698			14,796,467			14,323,834

Reconciliation of Non-GAAP Financial Measures (dollars in thousands)
	3Q10			2Q10			1Q10			4Q09			3Q09
Pre-Tax,Pre-Credit Costs Income
Loss before income taxes	$	(180,807	)		(233,632	)		(275,180	)		(243,929	)		(472,476	)
Add: Provision for losses on loans		239,020			298,904			340,948			387,114			496,522
Add: Other credit costs		61,870			53,689			53,562			40,659			109,739
Add: Goodwill impairment		—			—			—			14,849			—
Add: Severance charges		2,520			—			—			(347	)		(413	)
Add (subtract): Net litigation contingency expense (recovery)		—			—			—			(2,374	)		6,433
Less: Gain on sale of Visa shares		—			—			—			(51,900	)		—
Pre-tax, pre-credit costs income	$	122,603			118,961			119,330			144,072			139,805
Non-Interest Expense Excluding Credit Costs and Other Non-Recurring Items
Total non-interest expense	$	269,011			258,762			252,797			249,493			316,820
Less: Other credit costs		(61,870	)		(53,689	)		(53,562	)		(40,659	)		(109,739	)
Less: Severance charges		(2,520	)		—			—			347			413
Add (subtract): Net litigation contingency (expense) recovery											2,374			(6,433	)
Less: Goodwill impairment		—			—			—			(14,849	)		—
Non-interest expense excluding credit costs and other non-recurring items	$	204,621			205,073			199,235			196,706			201,061

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

	Nine Months Ended
(dollars in thousands, except per share data)	September 30,
	2010			2009			Change
Interest income (taxable equivalent)	$	1,010,278			1,151,124			(12.2	) %
Interest expense		262,658			393,026			(33.2	)
Net interest income (taxable equivalent)		747,620			758,098			(1.4	)
Tax equivalent adjustment		3,254			3,619			(10.1	)
Net interest income		744,366			754,479			(1.3	)
Provision for losses on loans		878,872			1,418,485			(38.0	)
Net interest expense after provision for losses on loans		(134,506	)		(664,006	)		(79.7	)
Non-interest income:
Service charges on deposit accounts		80,867			88,100			(8.2	)
Fiduciary and asset management fees		33,103			32,714			1.2
Brokerage and investment banking income		19,435			21,440			(9.4	)
Mortgage banking income		22,295			30,949			(28.0	)
Bankcard fees		29,989			26,619			12.7
Investment securities (losses) gains, net		(1,043	)		14,730			nm
Other fee income		16,372			24,145			(32.2	)
Increase in fair value of private equity investments, net		5,703			1,237			361.0
Gain from sale of MasterCard shares		—			8,351			nm
Other non-interest income		18,736			25,539			(26.6	)
Total non-interest income		225,457			273,824			(17.7	)
Non-interest expense:
Salaries and other personnel expense		316,405			330,979			(4.4	)
Net occupancy and equipment expense		91,877			93,291			(1.5	)
FDIC insurance and other regulatory fees		52,794			58,401			(9.6	)
Foreclosed real estate expense		142,837			320,171			(55.4	)
Losses on other loans held for sale, net		73			1,703			(95.7	)
Visa litigation recovery		—			(4,067	)		nm
Goodwill impairment		—			241			nm
Professional fees		34,299			28,406			20.7
Data processing expense		33,123			36,048			(8.1	)
Other operating expenses		109,162			106,624			2.4
Total non-interest expense		780,570			971,797			(19.7	)
Loss from continuing operations before income taxes		(689,619	)		(1,361,979	)		(49.4	)
Income tax benefit		(21,034	)		(197,496	)		(89.3	)
Loss from continuing operations		(668,585	)		(1,164,483	)		(42.6	)
Income from discontinued operations, net of income taxes		43,161			3,701			nm
Net loss		(625,424	)		(1,160,782	)		(46.1	)
Net (loss) income attributable to non-controlling interest		(313	)		2,365			(113.2	)
Net loss attributable to controlling interest		(625,111	)		(1,163,147	)		(46.3	)
Dividends and accretion of discount on preferred stock		43,079			42,675			0.9
Net loss attributable to common shareholders	$	(668,190	)		(1,205,822	)		44.6
Basic EPS
Net loss from continuing operations attributable to common shareholders	$	(1.09	)		(3.61	)		69.8	%
Net loss attributable to common shareholders		(1.03	)		(3.60	)		71.5

Diluted EPS
Net loss from continuing operations attributable to common shareholders	(1.09	)	(3.61	)	69.8
Net loss attributable to common shareholders	(1.03	)	(3.60	)	71.5
Cash dividends declared per common share	0.03		0.03		—
Return on average assets *	(2.77	) %	(4.50	)	173 bp
Return on average common equity *	(43.50	)	(66.15	)	nm
Average common shares outstanding - basic	651,507		334,808		94.6	%
Average common shares outstanding - diluted	651,507		334,808		94.6

nm - not meaningful

* - ratios are annualized

Synovus

INCOME STATEMENT DATA

(Unaudited)

(dollars in thousands, except per share data)	2010						2009									3rd Quarter
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			‘10 vs. ‘09 Change
Interest income (taxable equivalent)	$	327,577			338,795			343,906			362,911			377,839			(13.3	)%
Interest expense		81,030			87,700			93,928			105,853			121,989			(33.6	)
Net interest income (taxable equivalent)		246,547			251,095			249,978			257,058			255,850			(3.6	)
Tax equivalent adjustment		1,087			1,056			1,111			1,227			1,219			(10.8	)
Net interest income		245,460			250,039			248,867			255,831			254,631			(3.6	)
Provision for losses on loans		239,020			298,904			340,948			387,114			496,522			(51.9	)
Net interest income (expense) after provision for losses on loans		6,440			(48,865	)		(92,081	)		(131,283	)		(241,891	)		102.7
Non-interest income:
Service charges on deposit accounts		26,711			27,876			26,280			29,651			29,699			(10.1	)
Fiduciary and asset management fees		10,408			11,357			11,338			11,455			11,244			(7.4	)
Brokerage and investment banking income		6,736			6,768			5,931			7,035			7,047			(4.4	)
Mortgage banking income		10,163			6,318			5,814			7,572			7,037			44.4
Bankcard fees		10,674			9,800			9,515			9,521			9,114			17.1
Investment securities (losses) gains, net		(612	)		17			(448	)		(663	)		14,730			nm
Other fee income		5,440			5,402			5,530			7,055			7,733			(29.7	)
Increase (decrease) in fair value of private equity investments, net		3,521			1,283			899			142			(6,853	)		nm
Gain from sale of Visa shares		—			—			—			51,900			—			—
Other non-interest income		8,723			5,174			4,839			13,179			6,484			34.5
Total non-interest income		81,764			73,995			69,698			136,847			86,235			(5.2	)
Non-interest expense:
Salaries and other personnel expense		108,453			103,929			104,022			100,209			104,568			3.7
Net occupancy and equipment expense		31,311			30,588			29,978			29,878			31,231			0.3
FDIC insurance and other regulatory fees		16,178			18,970			17,646			17,913			15,341			5.5
Foreclosed real estate expense		50,890			46,440			45,507			34,098			101,437			(49.8	)
Losses on other loans held for sale, net		—			12			61			—			608			nm
Visa litigation recovery		—			—			—			(2,374	)		(4,067	)		nm
Goodwill impairment		—			—			—			14,849			—			—
Professional fees		13,324			11,595			9,380			10,397			11,121			19.8
Data processing expense		11,117			11,323			10,683			11,615			11,194			(0.7	)
Other operating expenses		37,738			35,905			35,520			32,908			45,387			(16.9	)
Total non-interest expense		269,011			258,762			252,797			249,493			316,820			(15.1	)
Loss from continuing operations before income taxes		(180,807	)		(233,632	)		(275,180	)		(243,929	)		(472,476	)		61.7
Income tax expense (benefit)		360			(5,057	)		(16,337	)		25,518			(31,528	)		(101.1	)
Loss from continuing operations		(181,167	)		(228,575	)		(258,843	)		(269,447	)		(440,948	)		58.9
Income from discontinued operations, net of income taxes		—			—			43,161			889			1,146			nm
Net loss		(181,167	)		(228,575	)		(215,682	)		(268,558	)		(439,802	)		58.8
Net income (loss) attributable to non-controlling interest		277			(381	)		(209	)		(1	)		(255	)		208.6
Net loss attributable to controlling interest		(181,444	)		(228,194	)		(215,473	)		(268,557	)		(439,547	)		58.7
Dividends and accretion of discount on preferred stock		14,394			14,360			14,325			14,291			14,258			1.0
Net loss attributable to common shareholders	$	(195,838	)		(242,554	)		(229,798	)		(282,848	)		(453,805	)		56.8

Basic EPS
Net loss from continuing operations attributable to common shareholders	$	(0.25	)	(0.36	)	(0.56	)	(0.58	)	(1.32	)	81.1	%
Net loss attributable to common shareholders		(0.25	)	(0.36	)	(0.47	)	(0.58	)	(1.32	)	81.1
Diluted EPS
Net loss from continuing operations attributable to common shareholders		(0.25	)	(0.36	)	(0.56	)	(0.58	)	(1.32	)	81.1
Net loss attributable to common shareholders		(0.25	)	(0.36	)	(0.47	)	(0.58	)	(1.32	)	81.1
Cash dividends declared per common share		0.01		0.01		0.01		0.01		0.01		—
Return on average assets *		(2.27	) %	(2.81	)  %	(3.22	)%	(3.18	)	(6.77	)	450 bp
Return on average common equity *		(31.75	)	(43.59	)	(59.10	)	(53.25	)	(93.25	)	nm
Average common shares outstanding - basic		784,916		676,753		489,607		486,104		344,626		127.8	%
Average common shares outstanding - diluted		784,916		676,753		489,607		486,104		344,626		127.8

nm - not meaningful

* - ratios are annualized

Synovus

BALANCE SHEET DATA

(Unaudited)

(In thousands, except share data)	September 30, 2010			December 31, 2009			September 30, 2009
ASSETS
Cash and due from banks	$	385,687			564,482			401,778
Interest bearing funds with Federal Reserve Bank		3,113,435			1,901,847			2,822,577
Interest earning deposits with banks		22,271			12,534			12,771
Federal funds sold and securities purchased under resale agreements		177,350			203,959			180,194
Trading account assets, at fair value		15,061			14,370			13,403
Mortgage loans held for sale, at fair value		241,353			138,056			112,115
Other loans held for sale		50,302			36,816			80,945
Investment securities available for sale, at fair value		3,326,133			3,188,735			3,298,815
Loans, net of unearned income		22,581,036			25,383,068			26,331,739
Allowance for loan losses		(836,355	)		(943,725	)		(918,468	)
Loans, net		21,744,681			24,439,343			25,413,271
Premises and equipment, net		555,919			580,375			588,179
Goodwill		24,431			24,431			39,280
Other intangible assets, net		13,463			16,649			17,775
Other assets		1,284,675			1,709,821			1,629,377
Total assets	$	30,954,761			32,831,418			34,610,480
LIABILITIES AND EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	4,248,071			4,172,697			4,018,045
Interest bearing deposits		20,988,154			23,260,836			24,036,146
Total deposits		25,236,225			27,433,533			28,054,191
Federal funds purchased and other short-term borrowings		410,353			475,062			1,030,520
Long-term debt		1,743,097			1,751,592			1,963,136
Other liabilities		324,077			299,730			389,034
Total liabilities		27,713,752			29,959,917			31,436,881
Equity:
Shareholders’ equity:
Cumulative perpetual preferred stock, no par value (1)		934,991			928,207			926,014
Common stock, par value $1.00 (2)		790,751			495,514			486,073
Additional paid-in capital		2,350,392			1,605,097			1,591,374
Treasury stock, at cost (3)		(114,176	)		(114,155	)		(114,155	)
Accumulated other comprehensive income		91,112			84,806			108,032
(Accumulated deficit) retained earnings		(837,004	)		(148,428	)		139,322
Total shareholders’ equity		3,216,066			2,851,041			3,136,660
Non-controlling interest in subsidiaries		24,943			20,460			36,939
Total equity		3,241,009			2,871,501			3,173,599
Total liabilities and equity	$	30,954,761			32,831,418			34,610,480

(1) Preferred shares outstanding: 967,870

(2) Common shares outstanding: 785,057,350; 489,828,319; and 480,387,653 at September 30, 2010, December 31, 2009, and September 30, 2009, respectively

(3) Treasury shares: 5,693,452; 5,685,638; and 5,685,638 at September 30, 2010, December 31, 2009, and September 30, 2009, respectively

Synovus

AVERAGE BALANCES AND YIELDS/RATES *

(Unaudited)

(dollars in thousands)

	2010						2009
Interest Earning Assets	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Taxable investment securities	$	3,055,400			3,068,634			2,952,188			2,983,914			3,209,718
Yield		4.08	%		4.40			4.70			4.79			5.06
Tax-exempt investment securities	$	62,659			66,125			72,041			88,848			98,435
Yield (taxable equivalent)		6.82	%		6.85			7.16			7.03			7.06
Trading account assets	$	14,970			16,763			14,881			14,356			13,439
Yield		4.88	%		5.47			5.30			5.60			8.22
Commercial loans	$	19,041,500			19,982,523			20,880,069			21,722,140			22,850,126
Yield		4.92	%		4.92			4.85			4.82			4.73
Consumer loans	$	4,048,929			4,100,458			4,174,320			4,249,316			4,303,592
Yield		5.25	%		5.33			5.36			5.32			5.37
Allowance for loan losses	$	(862,970	)		(964,212	)		(951,552	)		(906,484	)		(905,700	)
Loans, net	$	22,227,459			23,118,769			24,102,837			25,064,972			26,248,018
Yield		5.19	%		5.21			5.15			5.10			5.01
Mortgage loans held for sale	$	194,487			131,700			96,440			114,906			194,158
Yield		5.16	%		5.54			5.49			5.29			5.39
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	3,720,649			3,591,353			2,435,880			2,995,367			1,653,546
Yield		0.25	%		0.25			0.24			0.24			0.24
Federal Home Loan Bank and Federal Reserve Bank stock (1)	$	122,356			140,209			142,524			140,550			139,230
Yield		0.87	%		0.82			0.97			1.01			1.38
Total interest earning assets	$	29,397,980			30,133,553			29,816,791			31,402,913			31,556,544
Yield		4.42	%		4.51			4.67			4.59			4.76
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,601,825			3,617,669			3,636,437			3,851,237			3,310,924
Rate		0.36	%		0.42			0.42			0.41			0.42
Money market accounts	$	6,788,768			6,606,161			6,450,696			6,420,003			6,309,578
Rate		0.98	%		1.07			1.19			1.21			1.23
Savings deposits	$	488,221			495,901			476,007			469,526			477,909
Rate		0.14	%		0.15			0.15			0.15			0.15
Time deposits under $100,000	$	2,511,830			2,626,852			2,726,002			2,851,913			3,030,346
Rate		1.88	%		2.00			2.17			2.44			2.86
Time deposits over $100,000	$	4,217,972			4,561,517			4,770,429			4,909,253			5,281,529
Rate		1.88	%		1.95			2.05			2.32			2.73
National market brokered money market accounts	$	537,952			833,811			1,047,417			1,218,363			1,365,477
Rate		0.80	%		0.83			0.74			0.75			0.77
National market brokered time deposits	$	3,261,113			3,681,660			3,871,581			4,011,648			3,941,977
Rate		1.89	%		1.90			2.13			2.41			2.66
Total interest bearing deposits	$	21,407,681			22,423,571			22,978,569			23,731,943			23,717,740
Rate		1.28	%		1.36			1.48			1.62			1.85
Federal funds purchased and other short-term liabilities	$	514,295			493,602			472,691			729,988			1,194,759
Rate		0.36	%		0.44			0.47			0.45			0.37
Long-term debt	$	1,811,153			1,882,358			1,805,363			1,897,915			1,906,320
Rate		2.57	%		2.36			2.17			1.75			2.14
Total interest bearing liabilities	$	23,733,129			24,799,531			25,256,623			26,359,846			26,818,819
Rate		1.36	%		1.42			1.51			1.59			1.80
Non-interest bearing demand deposits	$	4,310,459			4,271,444			4,243,622			4,162,027			4,069,108
Net interest margin		3.33	%		3.34			3.39			3.25			3.22

* Yields and rates are annualized

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

Synovus

LOANS OUTSTANDING AND NON-PERFORMING LOANS COMPOSITION

(Unaudited)

(dollars in thousands)

	September 30, 2010
				Loans as a %			Total		Non-performing Loans
				of Total Loans			Non-performing		as a % of Total
Loan Type	Total Loans			Outstanding			Loans		Non-performing Loans
Multi-Family	$	884,910			3.9	%	$	11,177		0.9	%
Hotels		970,849			4.3			92,309		7.1
Office Buildings		874,580			3.9			18,122		1.4
Shopping Centers		1,158,052			5.1			63,134		4.9
Commercial Development		419,953			1.9			54,421		4.2
Warehouses		531,570			2.4			7,076		0.5
Other Investment Property		526,652			2.3			25,773		2.0
Total Investment Properties		5,366,566			23.8			272,012		20.9
1-4 Family Construction		416,781			1.8			99,114		7.7
1-4 Family Perm / Mini-perm		1,154,279			5.1			72,131		5.6
Residential Development		861,957			3.8			281,126		21.7
Total 1-4 Family Properties		2,433,017			10.8			452,371		35.0
Land Acquisition		1,381,603			6.1			229,872		17.8
Total Commercial Real Estate		9,181,186			40.7			954,255		73.6
Commercial, Financial, and Agricultural		5,263,677			23.3			187,022		14.5
Owner-occupied		4,127,775			18.3			79,111		6.2
Total Commercial & Industrial		9,391,452			41.6			266,133		20.7
Home Equity		1,672,021			7.4			18,567		1.4
Consumer Mortgages		1,516,687			6.7			48,800		3.8
Credit Card		280,898			1.2			—		—
Other Retail Loans		551,941			2.4			6,276		0.5
Total Retail		4,021,547			17.8			73,643		5.7
Unearned Income		(13,149	)		(0.1	)		—		—
Total	$	22,581,036			100.0	%	$	1,294,031		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(dollars in thousands)

	Total Loans				3Q10 vs. 4Q09					3Q10 vs. 3Q09
Loan Type	September 30, 2010		December 31, 2009		% change (1)			September 30, 2009		% change
Multi-family	$	884,910		949,049		(9.0	)%	$	875,909		1.0	%
Hotels		970,849		1,094,517		(15.1	)		1,090,182		(10.9	)
Office Buildings		874,580		964,214		(12.4	)		1,070,297		(18.3	)
Shopping Centers		1,158,052		1,212,462		(6.0	)		1,144,919		1.1
Commercial Development		419,953		528,911		(27.5	)		632,993		(33.7	)
Warehouses		531,570		566,290		(8.2	)		565,422		(6.0	)
Other Investment Property		526,652		581,732		(12.7	)		670,691		(21.5	)
Total Investment Properties		5,366,566		5,897,175		(12.0	)		6,050,413		(11.3	)
1-4 Family Construction		416,781		715,171		(55.8	)		981,104		(57.5	)
1-4 Family Perm / Mini-perm		1,154,279		1,272,763		(12.4	)		1,340,883		(13.9	)
Residential Development		861,957		1,328,317		(46.9	)		1,497,419		(42.4	)
Total 1-4 Family Properties		2,433,017		3,316,251		(35.6	)		3,819,406		(36.3	)
Land Acquisition		1,381,603		1,529,415		(12.9	)		1,587,828		(13.0	)

Total Commercial Real Estate		9,181,186		10,742,841		(19.4	)		11,457,647		(19.9	)
Commercial, Financial, and Agricultural		5,263,677		6,003,735		(16.5	)		6,202,199		(15.1	)
Owner-Occupied		4,127,775		4,443,611		(9.5	)		4,429,142		(6.8	)
Total Commercial & Industrial		9,391,452		10,447,346		(13.5	)		10,631,341		(11.7	)
Home Equity		1,672,021		1,714,994		(3.4	)		1,729,458		(3.3	)
Consumer Mortgages		1,516,687		1,637,978		(9.9	)		1,667,593		(9.0	)
Credit Card		280,898		294,126		(6.0	)		288,147		(2.5	)
Other Retail Loans		551,941		565,131		(3.1	)		579,796		(4.8	)
Total Retail		4,021,547		4,212,229		(6.1	)		4,264,994		(5.7	)
Unearned Income		(13,149	)	(19,348	)	(42.8	)		(22,243	)	(40.9	)
Total	$	22,581,036		25,383,068		(14.8	)%	$	26,331,739		(14.2	)%

(1) Percentage change is annualized

Synovus

CREDIT QUALITY DATA

(Unaudited)

(dollars in thousands)

	2010							2009				3rd Quarter
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		‘10 vs. ‘09 Change
Non-performing Loans	$	1,294,031			1,309,944		1,542,704		1,555,776		1,519,049		(14.8	)%
Other Loans Held for Sale (1)		50,302			50,208		78,077		36,816		40,932		22.9
Other Real Estate		211,869			212,362		222,155		238,807		187,494		13.0
Non-performing Assets		1,556,202			1,572,514		1,842,937		1,831,399		1,747,475		(10.9	)
Allowance for Loan Losses		836,355			834,522		968,697		943,725		918,468		(8.9	)
Net Charge-offs - Quarter		237,195			433,079		315,976		361,857		496,777		(52.3	)
Net Charge-offs - YTD		986,249			749,055		315,976		1,460,172		1,098,315		(10.2	)
Net Charge-offs / Average Loans - Quarter (2)		4.12	%		7.21		5.05		5.58		7.33
Net Charge-offs / Average Loans - YTD (2)		5.47			6.11		5.05		5.37		5.30
Non-performing Loans / Loans		5.73			5.61		6.32		6.13		5.77
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		6.81			6.66		7.46		7.14		6.58
Allowance / Loans		3.70			3.58		3.97		3.72		3.49
Allowance / Non-performing Loans		64.63			63.71		62.79		60.66		60.46
Past Due Loans over 90 days and Still Accruing	$	25,028			21,430		35,491		19,938		43,816		(42.9	)%
As a Percentage of Loans Outstanding		0.11	%		0.09		0.15		0.08		0.17
Total Past Dues Loans and Still Accruing	$	253,748			246,635		294,753		262,446		356,456		(28.8	)
As a Percentage of Loans Outstanding		1.12	%		1.06		1.21		1.03		1.35
Restructured loans (accruing)	$	409,768			350,145		261,157		213,552		192,559		112.8

(1) Represents impaired loans that are intended to be sold. Held for sale loans are carried at the lower of cost or fair value

(2) Ratio is annualized

SELECTED CAPITAL INFORMATION (1)

(Unaudited)

(dollars in thousands)

	September 30, 2010			December 31, 2009		September 30, 2009
Tier 1 Capital	$	3,092,655			2,721,287		2,974,066
Total Risk-based Capital		3,954,063			3,637,712		3,927,752
Tier 1 Capital Ratio		13.06	%		10.16		10.48
Tier 1 Common Equity Ratio		9.07	%		6.66		7.18
Total Risk-based Capital Ratio		16.70			13.58		13.84
Leverage Ratio		9.75			8.12		8.76
Common Equity as a Percentage of Total Assets (2)		7.37			5.86		6.39
Tangible Common Equity as a Percentage of Tangible Assets (3)		7.26			5.74		6.23
Tangible Common Equity as a Percentage of Risk-weighted Assets (3)		9.47			7.03		7.59
Book Value Per Common Share (4) (5)		2.57			3.93		4.60
Tangible Book Value Per Common Share (3) (5)		2.53			3.84		4.48

(1) Current quarter regulatory capital information is preliminary

(2) Common equity consists of Total Shareholders’ Equity less Cumulative Perpetual Perferred Stock

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

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

(5) Equity and common shares exclude impact of unexercised tangible equity units (tMEDS)

EX-99.3

Exhibit 99.3

Explanation of Non-GAAP Financial Measures

The measures entitled tangible common equity to tangible assets ratio, tangible common equity to risk-weighted assets ratio, core deposits, core deposits excluding time deposits, net interest margin excluding the negative impact of non-performing assets, pre-tax, pre-credit costs income, non-interest expense excluding credit costs and other non-recurring items, and fundamental non-interest expense are not measures recognized under U.S. generally accepted accounting principles (GAAP), and therefore are considered non-GAAP financial measures. The most comparable GAAP measures are the ratio of total shareholders’ equity to total assets, total deposits, net interest margin, loss before income taxes, and total non-interest expense, respectively.

Management uses these non-GAAP measures to assess the performance of Synovus’ core business and its capital position. Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist investors in evaluating Synovus’ capital strength and the performance of its core business. These non-GAAP financial measures should not be considered as substitutes for the ratio of total shareholders’ equity to total assets, total deposits, net interest margin, loss before income taxes, or total non-interest expense determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies. Total risk-weighted assets is a required measure used by banks and financial institutions in reporting regulatory capital and regulatory capital ratios to Federal and state regulatory agencies. The tangible common equity to tangible assets ratio and the tangible common equity to risk-weighted assets ratio are used by management and investment analysts to assess the strength of Synovus’ capital position. Core deposits and core deposits excluding time deposits are measures used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. Net interest margin excluding the negative impact of non-performing assets is a measure used by management to measure net interest margin exclusive of the impact of non-performing assets and associated net interest charge-offs. Pre-tax, pre-credit costs income is a measure used by management to evaluate core operating results exclusive of credit costs as well as certain non-core expenses such as goodwill impairment charges, severance charges, net litigation contingency expense (recovery), and the gain on sale of Visa shares. Non-interest expense excluding credit costs and other non-recurring items is a measure used by management to evaluate core non-interest expense exclusive of other credit costs, severance charges, net litigation (expense) recovery, and goodwill impairment charges (i.e., excluding components of non-interest expense which are also excluded in the computation of pre-tax, pre-credit costs income). Fundamental non-interest expense is a measure used by management to evaluate core non-interest expense exclusive of other credit costs, severance charges, net litigation (expense) recovery, goodwill impairment charges, and FDIC insurance expense.

The computations of the tangible common equity to tangible assets ratio, the tangible common equity to risk-weighted assets ratio, core deposits, core deposits excluding time deposits, net interest margin excluding the negative impact of non-performing assets, pre-tax, pre-credit costs income, non-interest expense excluding credit costs and other non-recurring items, and fundamental non-interest expense, and the reconciliation of these measures to the ratio of total shareholders’ equity to total assets, total deposits, net interest margin, loss before income taxes, and total non-interest expense are set forth in the tables below:

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

	3Q10			2Q10			1Q10			4Q09			3Q09
Tangible Common Equity to Tangible Assets Ratio
Total risk-weighted assets	$	23,676,957			24,603,856			25,767,271			26,781,973			28,377,624
Total assets	$	30,954,761			32,382,340			32,439,438			32,831,418			34,610,480
Less: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(39,280	)
Less: Other intangible assets, net		(13,463	)		(14,505	)		(15,556	)		(16,649	)		(17,775	)
Tangible assets	$	30,916,867			32,343,404			32,399,451			32,790,338			34,553,425
Total shareholders’ equity	$	3,216,066			3,423,932			2,616,743			2,851,041			3,136,660
Less: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(39,280	)
Less: Other intangible assets, net		(13,463	)		(14,505	)		(15,556	)		(16,649	)		(17,775	)
Less: Cumulative perpetual preferred stock		(934,991	)		(932,695	)		(930,433	)		(928,207	)		(926,014	)
Tangible common equity	$	2,243,181			2,452,301			1,646,323			1,881,754			2,153,591
Total shareholders’ equity to total assets ratio (1)		10.39	%		10.57			8.07			8.68			9.06
Tangible common equity to tangible assets ratio		7.26			7.58			5.08			5.74			6.23
Tangible common equity to risk-weighted assets ratio		9.47			9.97			6.39			7.03			7.58
Core Deposits and Core Deposits Excluding Time Deposits
Total deposits	$	25,236,225			26,257,563			27,180,048			27,433,533			28,054,191
Less: National market brokered deposits		(3,549,175	)		(4,175,762	)		(4,642,345	)		(5,039,328	)		(5,639,336	)
Core deposits		21,687,050			22,081,801			22,537,703			22,394,205			22,414,855
Less: Time deposits		(6,482,521	)		(6,971,056	)		(7,384,005	)		(7,597,738	)		(8,091,021	)
Core deposits excluding time deposits	$	15,204,529			15,110,745			15,153,698			14,796,467			14,323,834

⁽¹⁾ Total shareholders’ equity less preferred stock divided by total assets

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

	3Q10			2Q10			1Q10			4Q09			3Q09
Net Interest Margin Excluding the Negative Impact of Non-performing Assets
Average earning assets (2)	$	29,397,980			30,133,553			29,816,791			31,402,913			31,556,544
Net interest income (taxable equivalent)	$	246,547			251,095			249,978			257,058			255,850
Add: Negative impact of non-performing assets on net interest income (3)		22,336			24,383			27,863			30,102			32,951
Net interest income excluding the negative impact of non-performing assets	$	268,883			275,478			277,841			287,160			288,801
Net interest margin		3.33	%		3.34			3.39			3.25			3.22
Add: Negative impact of non-performing assets on net interest margin		0.30			0.33			0.38			0.38			0.42
Net interest margin excluding the negative impact of non-performing assets		3.63	%		3.67			3.77			3.63			3.64
Pre-tax, Pre-credit Costs Income
Loss before income taxes	$	(180,807	)		(233,632	)		(275,180	)		(243,929	)		(472,476	)
Add: Provision for losses on loans		239,020			298,904			340,948			387,114			496,522
Add: Other credit costs		61,870			53,689			53,562			40,659			109,739
Add: Goodwill impairment		—			—			—			14,849			—
Add (subtract): Severance charges		2,520			—			—			(347	)		(413	)
(Subtract) add: Net litigation contingency expense (recovery)		—			—			—			(2,374	)		6,433
Less: Gain on sale of Visa shares		—			—			—			(51,900	)		—
Pre-tax, pre-credit costs income	$	122,603			118,961			119,330			144,072			139,805
Non-interest Expense Excluding Credit Costs and Other Non-recurring Items, and Fundamental Non-interest Expense
Total non-interest expense	$	269,011			258,762			252,797			249,493			316,820
Less: Other credit costs		(61,870	)		(53,389	)		(53,562	)		(40,659	)		(109,739	)
(Subtract) add: Severance charges		(2,520	)		—			—			347			413
Add (subtract): Net litigation contingency (expense) recovery		—			—			—			2,374			(6,433	)
Less: Goodwill impairment		—			—			—			(14,849	)		—
Non-interest expense excluding credit costs and other non-recurring items		204,621			205,073			199,235			196,706			201,061
Less: FDIC insurance expense		(15,492	)		(18,064	)		(16,555	)		(16,675	)		(14,191	)
Fundamental non-interest expense	$	189,129			187,009			182,680			180,031			186,870

⁽²⁾ Quarterly average balance

⁽³⁾ Represents pro forma interest income on non-performing loans at current commercial loan portfolio yield, carrying cost of ORE, and net interest charge-offs on loans recognized during the quarter

⁽⁴⁾ Other credit costs consist primarily of losses on ORE, reserve for unfunded commitments, and charges related to impaired loans held for sale