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 24, 2012

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 January 24, 2012, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2011.

Pursuant to General Instruction F to Current Report on Form 8-K, the press release is attached to this Current Report as Exhibit 99.1 and only those portions of the press release related to the historical results of operations of the Company for the quarter and year ended December 31, 2011 are incorporated into this Item 2.02 by reference. The information contained in this Item 2.02, including the information set forth in the press release filed as Exhibit 99.1 to, and incorporated in, this Current Report 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. The information in Exhibit 99.1 furnished pursuant to this Item 2.02 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 7.01 Regulation FD Disclosure

On January 24, 2012, the Company made available the supplemental information (the “Supplemental Information”) and slide presentation (“Slide Presentation”) prepared for use with the press release. The investor call and webcast will be held at 8:30 a.m., EDT, on January 24, 2012.

Pursuant to General Instruction F to Current Report on Form 8-K, the Supplemental Information and the Slide Presentation are attached to this Current Report as Exhibits 99.2 and Exhibit 99.3, respectively, and incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the information set forth in the Supplemental Information and Slide Presentation filed as Exhibit 99.2 and Exhibit 99.3 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.2 and Exhibit 99.3 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Synovus press release dated January 24, 2012
99.2	Supplemental Information prepared for use with the press release
99.3	Slide presentation prepared for use with the press release

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: January 24, 2012	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 Profit for Fourth Quarter of 2011

Second Consecutive Quarter of Profitability Driven by Improving Credit Trends

Columbus, Ga., January 24, 2012 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended December 31, 2011.

Fourth Quarter Results

• Net income available to common shareholders was $12.8 million for the fourth quarter of 2011, compared to net income available to common shareholders of $15.7 million in the third quarter of 2011 and a net loss attributable to common shareholders of $180.0 million in the fourth quarter of 2010.

• Diluted net income per common share for the fourth quarter of 2011 was $0.014 compared to diluted net income per common share of $0.017 for the third quarter of 2011, and a net loss per common share of $0.229 for the fourth quarter of 2010.

• The fourth quarter of 2011 results include net investment securities gains of $10.3 million (compared to $62.9 million for the third quarter of 2011) as well as a $5.9 million charge related to Synovus’ indemnification obligation as a member of the Visa USA network.

“We are pleased to report a profit for the second consecutive quarter,” said Kessel D. Stelling, Chairman and CEO of Synovus. “Our performance during the quarter was driven primarily by the continued improving trends in credit metrics and the resulting reduction of credit costs. Additionally, we are encouraged that the positive momentum in the loan pipeline, along with reductions in charge-offs and loan sales, contributed to the stabilization of loan balances as compared to the over $400 million decline in the previous quarter. We continue to gain positive traction for long-term, sustained profitability and growth.”

Credit Trends

• Total credit costs declined for the tenth consecutive quarter to $90.5 million for the fourth quarter of 2011, down 36.5% from the third quarter of 2011 and down 67.9% from the fourth quarter of 2010.

• Net charge-offs were $113.5 million in the quarter, down 18.0% from $138.3 million in the third quarter of 2011, and down 70.5% from $385.2 million in the fourth quarter of 2010. The annualized net charge-off ratio was 2.26% in the fourth quarter, down from 2.72% in the previous quarter, and down from 6.93% in the fourth quarter of 2010.

• New non-performing loan inflows were $189.2 million in the fourth quarter of 2011, down 14.8% from $222.0 million in the third quarter of 2011 and down 35.8% from $294.9 million in the fourth quarter of 2010.

• Potential problem commercial loans (consisting of substandard accruing loans but excluding loans 90 days past due and still accruing interest and substandard accruing troubled debt restructurings which are reported separately) declined for the fifth consecutive quarter to $779.6 million, a 17.2% decline from the third quarter of 2011, and a 58.3% decrease from the peak of $1.87 billion in the third quarter of 2010.

• Total non-performing assets were $1.12 billion at December 31, 2011, down $47.0 million from the previous quarter, and down $162.9 million or 12.7% from the fourth quarter of 2010. The non-performing asset ratio was 5.50% at December 31, 2011, compared to 5.71% at the end of the previous quarter and 5.83% at December 31, 2010.

• Total accruing troubled debt restructurings (TDRs) increased to $668.5 million in the fourth quarter of 2011 compared to $640.3 million in the previous quarter. At December 31, 2011, over 98% of accruing TDRs are current as to principal and interest.

• Distressed asset sales were approximately $147 million during the fourth quarter, compared to approximately $169 million in the third quarter of 2011, and approximately $573 million in the fourth quarter of 2010.

• Total delinquencies (consisting of loans 30 or more days past due and still accruing) were 0.74% of total loans at December 31, 2011, down from 0.99% at September 30, 2011, and 0.82% at December 31, 2010. Total loans past due 90 days or more and still accruing were 0.07% at December 31, 2011, down from 0.13% at September 30, 2011, and 0.08% at December 31, 2010.

Core Performance

Pre-tax, pre-credit costs income was $113.8 million for the fourth quarter of 2011, down $5.6 million from $119.4 million in the third quarter of 2011.

• Net interest margin was 3.52%, up five basis points from the third quarter of 2011 and up fifteen basis points from the fourth quarter of 2010.

• The effective cost of funds was down ten basis points, while the yield on earning assets was down five basis points.

• Non-interest income, excluding net investment securities gains of $10.3 million, was down $7.4 million or 10.5% from the previous quarter.

• Bankcard fees declined $4.4 million from the prior quarter, primarily due to the impact of the Durbin Amendment, which became effective October 1, 2011.

• Mortgage revenues were down $2.6 million from the prior quarter.

• Total reported non-interest expense was $219.1 million for the fourth quarter of 2011 compared to $222.6 million for the previous quarter.

• Core expenses (excludes Visa indemnification charge, restructuring charges and credit costs) were down $3.2 million from the third quarter of 2011.

• Core expenses for 2011 were down $95.3 million or 11.7% from 2010, due primarily to the efficiency initiatives that were announced and implemented in 2011.

• Total headcount is 5,224 at December 31, 2011, down 885 or 14.5% from December 31, 2010.

Balance Sheet Fundamentals

• Net loan growth, excluding the impact of loan sales, transfers to loans held-for-sale, charge-offs, and foreclosures was approximately $167 million for the fourth quarter, compared to a decline of approximately $132 million during the third quarter of 2011.

• On a sequential quarter basis, total loans declined $22.3 million, compared to $402.7 million decrease in the previous quarter.

• Total deposits ended the quarter at $22.4 billion, down $697.7 million from the previous quarter due primarily to the planned reductions in national market brokered deposits and time deposits.

• Total core deposits ended the quarter at $20.6 billion, down $323.2 million compared to the third quarter of 2011, driven by a $361.0 million decline in time deposits.

• Non-interest bearing demand deposits were up $117.5 million or 8.9% (annualized) from the third quarter of 2011, and up $1.07 billion or 24.9% from the fourth quarter of 2010.

• The number of non-interest bearing demand deposit accounts increased by 1,458 accounts, or 1.7% (annualized), over the third quarter of 2011.

• Non-interest bearing deposits represent 26% of total core deposits at December 31, 2011, up from 20% at December 31, 2010.

• The effective cost of core deposits (includes non-interest bearing deposits) continued to decline, with an effective cost of 53 basis points for the fourth quarter of 2011, compared to 62 basis points for the previous quarter and 82 basis points in the fourth quarter of 2010.

Regulatory Capital Ratios

• Tier 1 Common Equity ratio was 8.49% at December 31, 2011 compared to 8.50% at September 30, 2011.

• Tier 1 Capital ratio was 12.94% at December 31, 2011 compared to 12.97% at September 30, 2011.

• Tier 1 Leverage ratio was 10.08% at December 31, 2011 up from 9.87% at September 30, 2011.

• Total Risk-based Capital ratio was 16.50% at December 31, 2011 compared to 16.53% at September 30, 2011.

Stelling concluded, “2011 clearly reflected a turning point for Synovus as we returned to profitability in the second half of the year. Key achievements included positive trends in credit, restructuring of the expense base, redesigning processes to improve the customer experience, key talent additions, and stabilization of loan balances. We have made much progress as our dedicated team has taken on the challenges and opportunities of 2011, and we look forward to continuing that momentum into 2012 and beyond.”

Synovus will host an earnings highlights conference call at 8:30 a.m. EST on January 24, 2012. 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 over $27 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,” “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 trends, deposits and our loan portfolio; expectations on growth; statements regarding our continued sustainable profitability in future periods; 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, 2010 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. 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 core deposits, tangible common equity to tangible assets ratio, pre-tax, pre-credit costs income, core expenses, non-interest income excluding net investment securities gains (losses), and net sequential quarter loan growth (decline) 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 total deposits, total shareholders’ equity to total assets ratio, income (loss) before income taxes, total non-interest expense, total non-interest income, and sequential quarter total loan growth (decline), 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 total deposits, total shareholders’ equity to total assets ratio, income (loss) before income taxes, or total non-interest expense, total non-interest income, or sequential quarter total loan growth (decline) determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.

The computations of core deposits, tangible common equity to tangible assets ratio, pre-tax, pre-credit costs income, and core expenses, non-interest income excluding net investment gains (losses), and net sequential quarter loan growth (decline) and the reconciliation of these measures to total deposits, total shareholders’ equity to total assets ratio, income (loss) before income taxes, and total non-interest expense, total non-interest income, and sequential quarter total loan growth (decline) are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)	4Q11			3Q11			2Q11			1Q11			4Q10
Core Deposits
Total deposits	$	22,411,752			23,109,427			22,875,017			23,205,879			24,500,304
Subtract: Brokered deposits		(1,783,174	)		(2,157,631	)		(2,690,598	)		(2,978,615	)		(3,152,349	)
Core deposits	$	20,628,578			20,951,796			20,184,419			20,227,264			21,347,955
Tangible Common Equity To Tangible Assets Ratio
Total assets	$	27,162,845			28,253,924			28,313,910			28,678,203			30,093,148
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(8,525	)		(9,482	)		(10,449	)		(11,424	)		(12,434	)
Tangible assets	$	27,129,889			28,220,011			28,279,030			28,642,348			30,056,283
Total shareholders’ equity	$	2,827,452			2,829,448			2,850,938			2,882,605			2,997,918
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(8,525	)		(9,482	)		(10,449	)		(11,424	)		(12,434	)
Subtract: Cumulative perpetual preferred stock		(947,017	)		(944,538	)		(942,096	)		(939,691	)		(937,323	)
Tangible common equity	$	1,847,479			1,850,997			1,873,962			1,907,059			2,023,730
Total shareholders’ equity to total assets ratio		10.41	%		10.01			10.07			10.05			9.96
Tangible common equity to tangible assets ratio		6.81	%		6.56			6.63			6.66			6.73
Pre-tax, Pre-credit Costs Income
Income (loss) before income taxes	$	26,979			37,118			(43,764	)		(79,864	)		(159,550	)
Add: Provision for losses on loans		54,565			102,325			120,159			141,746			252,401
Add: Other credit costs(1)		35,962			40,211			37,772			35,347			29,305
Add: Restructuring charges		639			2,587			3,106			24,333			2,118
Subtract/Add: Investment securities (gains) losses, net		(10,337	)		(62,873	)		(377	)		(1,420	)		228
Add/Subtract: Loss (gain) on curtailment of post-retirement benefit		—			—			—			398			(7,092	)
Add: Visa indemnification charge		5,942			—			92			4			—
Pre-tax, pre-credit costs income	$	113,750			119,368			116,988			120,544			117,410
Core Expenses
Total non-interest expense	$	219,082			222,552			222,415			239,716			229,006
Subtract: Other credit costs(1)		(35,962	)		(40,211	)		(37,772	)		(35,347	)		(29,305	)
Subtract: Restructuring charges		(639	)		(2,587	)		(3,106	)		(24,333	)		(2,118	)
Subtract/Add: (Loss) gain on curtailment of post-retirement benefit		—			—			—			(398	)		7,092
Subtract: Visa indemnification charge		(5,942	)		—			(92	)		(4	)		—
Core expenses	$	176,539			179,754			181,445			179,634			204,675

(1) Other credit costs consist primarily of losses on ORE, provision for losses on unfunded commitments, and charges related to other loans held for sale.

Reconciliation of Non-GAAP Financial Measures (continued)

(dollars in thousands)	4Q11			3Q11			2Q11			1Q11			4Q10
Non-interest income excluding investment securities gains (losses), net
Total non-interest income	$	73,470			133,392			67,849			64,164			79,890
Subtract/Add: Investment securities (gains) losses, net		(10,337	)		(62,873	)		(377	)		(1,420	)		228
Non-interest income excluding investment securities gains (losses), net	$	63,133			70,519			67,472			62,744			80,118
Net sequential quarter loan growth (decline)
Sequential quarter decline in total loans	$	(22,273	)		(402,724	)		(492,612	)		(588,341	)		(995,273	)
Add: Transfers to other loans held for sale		3,457			16,004			11,275			73,442			179,566
Add: Foreclosures		36,331			57,859			60,426			70,170			84,000
Add: Charge-offs excluding transfers to other loans held for sale and loan sales		78,443			87,660			126,821			98,000			160,306
Add: Loan sales		70,808			109,140			126,462			108,719			465,570
Net sequential quarter loan growth (decline)	$	166,766			(132,061	)		(167,628	)		(238,010	)		(105,831	)

Core Expenses

	Twelve Months Ended December 31,
(dollars in thousands)	2011			2010
Total non-interest expense	$	903,765			1,009,576
Subtract: Other credit costs(1)		(149,292	)		(198,425	)
Subtract: Restructuring charges		(30,665	)		(5,538	)
Subtract: (Loss) gain on curtailment of post-retirement benefit		(398	)		7,092
Subtract: Visa indemnification charge		(6,038	)		—
Core expenses	$	717,372			812,705

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)

	Twelve Months Ended December 31,
	2011			2010			Change
Interest income	$	1,141,756			1,320,581			(13.5	)%
Interest expense		217,602			334,248			(34.9	)
Net interest income		924,154			986,333			(6.3	)
Provision for losses on loans		418,795			1,131,274			(63.0	)
Net interest income (expense) after provision for losses on loans		505,359			(144,941	)		nm
Non-interest income:
Service charges on deposit accounts		78,770			105,114			(25.1	)
Fiduciary and asset management fees		45,809			44,142			3.8
Brokerage revenue		26,006			28,184			(7.7	)
Mortgage revenue		20,316			33,334			(39.1	)
Bankcard fees		41,493			41,420			0.2
Investment securities gains (losses), net		75,007			(1,271	)		nm
Other fee income		19,953			21,129			(5.6	)
(Decrease) increase in fair value of private equity investments, net		(1,118	)		7,203			nm
Other non-interest income		32,638			26,092			25.1
Total non-interest income		338,874			305,347			11.0
Non-interest expense:
Salaries and other personnel expense		371,148			418,629			(11.3	)
Net occupancy and equipment expense		114,037			122,046			(6.6	)
FDIC insurance and other regulatory fees		59,063			69,480			(15.0	)
Foreclosed real estate expense		133,570			163,630			(18.4	)
(Gains) losses on other loans held for sale, net		(2,737	)		3,050			nm
Professional fees		40,585			45,554			(10.9	)
Data processing expense		35,757			45,478			(21.4	)
Visa indemnification charge		6,038			—			nm
Restructuring charges		30,665			5,538			nm
Loss (gain) on curtailment of post-retirement defined benefit plan		398			(7,092	)		nm
Other operating expenses		115,241			143,263			(19.6	)
Total non-interest expense		903,765			1,009,576			(10.5	)
Loss from continuing operations before income taxes		(59,532	)		(849,170	)		93.0
Income tax expense (benefit)		1,312			(15,151	)		nm
Loss from continuing operations		(60,844	)		(834,019	)		92.7
Income from discontinued operations, net of income taxes		—			43,162			nm
Net loss		(60,844	)		(790,857	)		92.3
Net loss attributable to non-controlling interest		(220	)		(179	)		(22.9	)
Net loss attributable to controlling interest		(60,624	)		(790,678	)		92.3
Dividends and accretion of discount on preferred stock		58,088			57,510			1.0
Net loss attributable to common shareholders	$	(118,712	)		(848,188	)		86.0
Basic EPS
Net loss from continuing operations attributable to common shareholders	$	(0.151	)		(1.301	)		88.4	%
Net loss attributable to common shareholders		(0.151	)		(1.238	)		87.8
Diluted EPS
Net loss from continuing operations attributable to common shareholders		(0.151	)		(1.301	)		88.4
Net loss attributable to common shareholders		(0.151	)		(1.238	)		87.8
Cash dividends declared per common share		0.04			0.04			—
Return on average assets		(0.21	)%		(2.61	)		240 bp
Return on average common equity		(6.04	)		(40.49	)		nm
Average common shares outstanding - basic		785,272			685,186			14.6	%
Average common shares outstanding - diluted		785,272			685,186			14.6

nm - not meaningful

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)

	2011												2010			4th Quarter
	Fourth			Third			Second			First			Fourth			‘11 vs. ‘10
	Quarter			Quarter			Quarter			Quarter			Quarter			Change
Interest income	$	273,303			281,970			288,052			298,432			313,557			(12.8	)%
Interest expense		46,147			53,367			57,091			60,998			71,590			(35.5	)
Net interest income		227,156			228,603			230,961			237,434			241,967			(6.1	)
Provision for losses on loans		54,565			102,325			120,159			141,746			252,401			(78.4	)
Net interest income (expense) after provision for losses on loans		172,591			126,278			110,802			95,688			(10,434	)		nm
Non-interest income:
Service charges on deposit accounts		19,175			20,039			19,238			20,318			24,248			(20.9	)
Fiduciary and asset management fees		10,763			11,631			11,879			11,537			11,039			(2.5	)
Brokerage revenue		6,939			6,556			6,291			6,220			8,750			(20.7	)
Mortgage revenue		4,847			7,427			5,547			2,495			11,039			(56.1	)
Bankcard fees		7,150			11,562			12,125			10,657			11,431			(37.5	)
Investment securities gains (losses), net		10,337			62,873			377			1,420			(228	)		nm
Other fee income		4,310			5,423			5,289			4,931			4,757			(9.4	)
(Decrease) increase in fair value of private equity investments, net		(177	)		(771	)		(301	)		132			1,500			nm
Other non-interest income		10,126			8,652			7,404			6,454			7,354			37.7
Total non-interest income		73,470			133,392			67,849			64,164			79,890			(8.0	)
Non-interest expense:
Salaries and other personnel expense		93,115			93,184			91,749			93,100			104,744			(11.1	)
Net occupancy and equipment expense		27,338			27,981			28,883			29,834			30,169			(9.4	)
FDIC insurance and other regulatory fees		13,238			15,463			15,956			14,406			16,686			(20.7	)
Foreclosed real estate expense		31,853			37,108			39,872			24,737			20,793			53.2
(Gains) losses on other loans held for sale, net		(145	)		(846	)		480			(2,226	)		2,976			nm
Professional fees		10,321			10,135			10,893			9,236			12,154			(15.1	)
Data processing expense		8,532			9,024			9,251			8,950			12,355			(30.9	)
Visa indemnification charge		5,942			—			92			4			—			nm
Restructuring charges		639			2,587			3,106			24,333			2,118			(69.8	)
Loss (gain) on curtailment of post-retirement defined benefit plan		—			—			—			398			(7,092	)		nm
Other operating expenses		28,249			27,916			22,133			36,944			34,103			(17.2	)
Total non-interest expense		219,082			222,552			222,415			239,716			229,006			(4.3	)
Income (loss) before income taxes		26,979			37,118			(43,764	)		(79,864	)		(159,550	)		nm
Income tax (benefit) expense		(378	)		6,910			(4,764	)		(456	)		5,884			nm
Net income (loss)		27,357			30,208			(39,000	)		(79,408	)		(165,434	)		nm
Net (loss) income attributable to non-controlling interest		—			—			—			(220	)		134			nm
Net income (loss) available to controlling interest		27,357			30,208			(39,000	)		(79,188	)		(165,568	)		nm
Dividends and accretion of discount on preferred stock		14,578			14,541			14,504			14,466			14,430			1.0
Net income (loss) available to common shareholders	$	12,779			15,667			(53,504	)		(93,654	)		(179,998	)		nm
Basic EPS
Net income (loss) available to common shareholders		0.016			0.020			(0.068	)		(0.119	)		(0.229	)		nm
Diluted EPS
Net income (loss) available to common shareholders		0.014			0.017			(0.068	)		(0.119	)		(0.229	)		nm
Cash dividends declared per common share		0.01			0.01			0.01			0.01			0.01			—
Return on average assets *		0.39	%		0.42			(0.55	)		(1.09	)		(2.12	)		nmbp
Return on average common equity *		2.66			3.20			(10.95	)		(18.46	)		(31.80	)		nm
Average common shares outstanding - basic		785,289			785,280			785,277			785,243			785,122			nm	%
Average common shares outstanding - diluted		911,253			911,247			785,277			785,243			785,122			16.1

nm - not meaningful

* - ratios are annualized

Synovus

BALANCE SHEET DATA

(Unaudited)

(In thousands, except share data)

	December 31, 2011			September 30, 2011			December 31, 2010
ASSETS
Cash and due from banks	$	510,423			452,034			389,021
Interest bearing funds with Federal Reserve Bank		1,567,006			2,750,953			3,103,896
Interest earning deposits with banks		13,590			21,560			16,446
Federal funds sold and securities purchased under resale agreements		158,916			189,304			160,502
Trading account assets, at fair value		16,866			17,467			22,294
Mortgage loans held for sale, at fair value		161,509			125,379			232,839
Other loans held for sale		30,156			53,074			127,365
Investment securities available for sale, at fair value		3,690,125			3,596,511			3,440,268
Loans, net of unearned income		20,079,813			20,102,086			21,585,763
Allowance for loan losses		(536,494	)		(595,383	)		(703,547	)
Loans, net		19,543,319			19,506,703			20,882,216
Premises and equipment, net		486,923			488,074			544,971
Goodwill		24,431			24,431			24,431
Other intangible assets, net		8,525			9,482			12,434
Other assets		951,056			1,018,952			1,136,465
Total assets	$	27,162,845			28,253,924			30,093,148
LIABILITIES AND EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	5,366,868			5,249,335			4,298,372
Interest bearing deposits, excluding brokered deposits		15,261,710			15,702,461			17,049,583
Brokered deposits		1,783,174			2,157,631			3,152,349
Total deposits		22,411,752			23,109,427			24,500,304
Federal funds purchased and other short-term borrowings		313,757			328,806			499,226
Long-term debt		1,364,727			1,522,334			1,808,161
Other liabilities		245,157			463,909			260,910
Total liabilities		24,335,393			25,424,476			27,068,601
Equity:
Shareholders’ equity:
Cumulative perpetual preferred stock, no par value (1)		947,017			944,538			937,323
Common stock, par value $1.00 (2)		790,989			790,974			790,956
Additional paid-in capital		2,241,171			2,254,068			2,293,264
Treasury stock, at cost (3)		(114,176	)		(114,176	)		(114,176	)
Accumulated other comprehensive income		21,093			32,189			57,158
Accumulated deficit		(1,058,642	)		(1,078,145	)		(966,607	)
Total shareholders’ equity		2,827,452			2,829,448			2,997,918
Non-controlling interest in subsidiaries		—			—			26,629
Total equity		2,827,452			2,829,448			3,024,547
Total liabilities and equity	$	27,162,845			28,253,924			30,093,148

(1) Preferred shares outstanding: 967,870, at all periods presented

(2) Common shares outstanding: 785,295,428; 785,280,277; and 785,262,837 at December 31, 2011, September 30, 2011, and December 31, 2010, respectively.

(3) Treasury shares: 5,693,452, at all periods presented

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)

(Unaudited)

(Dollars in thousands)

	2011												2010
	Fourth			Third			Second			First			Fourth
	Quarter			Quarter			Quarter			Quarter			Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,647,459			3,152,589			3,172,818			3,264,581			3,104,004
Yield		2.59	%		3.28			3.46			3.56			3.76
Tax-exempt investment securities (2) (4)	$	25,566			27,903			31,264			44,228			51,400
Yield (taxable equivalent)		6.57	%		6.66			6.73			6.84			7.16
Trading account assets	$	19,107			14,601			16,881			20,281			16,037
Yield		4.87	%		5.76			5.27			5.13			5.86
Commercial loans (3) (4)	$	16,276,207			16,535,371			16,983,912			17,555,733			18,315,882
Yield		4.82	%		4.88			4.92			4.98			4.90
Consumer loans (3)	$	3,871,393			3,869,698			3,879,042			3,914,222			3,988,849
Yield		4.95	%		5.06			5.10			5.25			5.22
Allowance for loan losses	$	(587,956	)		(632,082	)		(678,851	)		(698,609	)		(819,176	)
Loans, net (3)	$	19,559,644			19,772,987			20,184,103			20,771,346			21,485,555
Yield		5.01	%		5.09			5.14			5.21			5.16
Mortgage loans held for sale	$	161,632			91,257			79,340			152,981			260,759
Yield		4.58	%		5.74			6.16			4.74			4.60
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	2,221,728			3,075,470			2,929,515			3,033,284			3,628,939
Yield		0.24	%		0.24			0.25			0.25			0.25
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	84,171			96,442			104,727			111,096			113,341
Yield		0.93	%		0.90			0.87			0.90			0.59
Total interest earning assets	$	25,719,307			26,231,249			26,518,648			27,397,797			28,660,035
Yield		4.23	%		4.28			4.37			4.42			4.36
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,457,677			3,302,439			3,379,243			3,526,730			3,864,106
Rate		0.26	%		0.30			0.32			0.33			0.33
Money market accounts	$	6,697,334			6,636,751			6,306,399			6,550,623			6,874,367
Rate		0.57	%		0.73			0.77			0.76			0.84
Savings deposits	$	516,520			521,604			520,518			493,504			484,460
Rate		0.12	%		0.13			0.14			0.14			0.14
Time deposits under $100,000	$	2,062,171			2,131,453			2,124,525			2,212,215			2,383,411
Rate		1.17	%		1.27			1.38			1.53			1.74
Time deposits over $100,000	$	2,710,893			2,912,476			2,978,929			3,291,202			3,859,235
Rate		1.40	%		1.49			1.57			1.65			1.77
Brokered money market accounts	$	236,973			325,002			390,048			393,981			423,428
Rate		0.27	%		0.39			0.47			0.51			0.54
Brokered time deposits	$	1,689,538			2,053,811			2,471,620			2,665,314			2,956,904
Rate		1.87	%		1.88			1.87			1.83			1.82
Total interest bearing deposits	$	17,371,106			17,883,536			18,171,282			19,133,569			20,845,911
Rate		0.82	%		0.95			1.01			1.05			1.14
Federal funds purchased and other short-term liabilities	$	329,343			368,311			449,815			412,008			442,183
Rate		0.26	%		0.28			0.26			0.29			0.33
Long-term debt	$	1,443,825			1,693,673			1,901,130			1,891,576			1,729,991
Rate		2.78	%		2.45			2.30			2.39			2.64
Total interest bearing liabilities	$	19,144,274			19,945,520			20,522,227			21,437,153			23,018,085
Rate		0.96	%		1.06			1.11			1.15			1.23
Non-interest bearing demand deposits	$	5,413,322			5,175,521			4,911,044			4,821,237			4,433,849
Net interest margin		3.52	%		3.47			3.51			3.52			3.37
Taxable equivalent adjustment	$	844			880			893			964			968

(1) Yields and rates are annualized.

(2) Excludes net unrealized gains and (losses).

(3) Average loans are shown net of unearned income. Non-performing loans are included.

(4) Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 35%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.

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

Synovus

LOANS OUTSTANDING AND NON-PERFORMING LOANS COMPOSITION

(Unaudited)

(Dollars in thousands)

	December 31, 2011
Loan Type	Total Loans			Loans as a % of Total Loans Outstanding			Total Non-performing Loans		Non-performing Loans as a % of Total Nonperforming  Loans
Multi-Family	$	785,672			3.9	%	$	7,866		0.9	%
Hotels		791,444			3.9			6,420		0.7
Office Buildings		775,671			3.9			9,092		1.0
Shopping Centers		979,288			4.9			18,648		2.1
Commercial Development		286,954			1.4			37,225		4.2
Warehouses		489,086			2.4			10,525		1.2
Other Investment Property		449,198			2.2			5,990		0.7
Total Investment Properties		4,557,313			22.6			95,766		10.8
1-4 Family Construction		199,088			1.0			25,535		2.9
1-4 Family Investment Mortgage		976,552			4.9			57,924		6.6
Residential Development		442,844			2.2			114,125		12.9
Total 1-4 Family Properties		1,618,484			8.1			197,584		22.4
Land Acquisition		1,094,821			5.5			234,151		26.5
Total Commercial Real Estate		7,270,618			36.2			527,501		59.7
Commercial , Financial, and Agricultural		5,088,420			25.3			174,328		19.7
Owner-Occupied Real Estate		3,852,854			19.2			93,272		10.6
Total Commercial & Industrial		8,941,274			44.5			267,600		30.3
Home Equity Lines		1,619,585			8.1			24,559		2.8
Consumer Mortgages		1,411,749			7.0			56,995		6.5
Credit Cards		273,098			1.3			—		—
Other Retail Loans		575,475			2.9			6,366		0.7
Total Retail		3,879,907			19.3			87,920		10.0
Unearned Income		(11,986	)		nm			—		nm
Total	$	20,079,813			100.0	%	$	883,021		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)

	Total Loans						4Q11 vs. 3Q11						4Q11 vs. 4Q10
Loan Type	December 31, 2011			September 30, 2011			% change (1)			December 31, 2010			% change
Multi-Family	$	785,672			752,638			17.4	%	$	867,328			(9.4	)%
Hotels		791,444			789,477			1.0			865,974			(8.6	)
Office Buildings		775,671			791,441			(7.9	)		842,657			(7.9	)
Shopping Centers		979,288			1,001,547			(8.8	)		1,078,122			(9.2	)
Commercial Development		286,954			300,474			(17.9	)		381,107			(24.7	)
Warehouses		489,086			497,918			(7.0	)		528,297			(7.4	)
Other Investment Property		449,198			463,014			(11.8	)		495,617			(9.4	)
Total Investment Properties		4,557,313			4,596,509			(3.4	)		5,059,102			(9.9	)
1-4 Family Construction		199,088			221,900			(40.8	)		332,047			(40.0	)
1-4 Family Investment Mortgage		976,552			1,020,396			(17.0	)		1,127,566			(13.4	)
Residential Development		442,844			484,095			(33.8	)		643,174			(31.1	)
Total 1-4 Family Properties		1,618,484			1,726,391			(24.8	)		2,102,787			(23.0	)
Land Acquisition		1,094,821			1,119,947			(8.9	)		1,218,691			(10.2	)
Total Commercial Real Estate		7,270,618			7,442,847			(9.2	)		8,380,580			(13.2	)
Commercial , Financial, and Agricultural		5,088,420			4,900,931			15.2			5,267,861			(3.4	)
Owner-Occupied Real Estate		3,852,854			3,911,614			(6.0	)		3,996,949			(3.6	)
Total Commercial & Industrial		8,941,274			8,812,545			5.8			9,264,810			(3.5	)
Home Equity Lines		1,619,585			1,612,798			1.7			1,648,039			(1.7	)
Consumer Mortgages		1,411,749			1,426,024			(4.0	)		1,475,261			(4.3	)
Credit Cards		273,098			267,810			7.8			284,970			(4.2	)
Other Retail Loans		575,475			550,106			18.3			542,539			6.1
Total Retail		3,879,907			3,856,738			2.4			3,950,809			(1.8	)
Unearned Income		(11,986	)		(10,044	)		76.7			(10,436	)		14.9
Total	$	20,079,813			20,102,086			(0.4	)%	$	21,585,763			(7.0	)%

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

(Dollars in thousands)

	2011									2010		4th Quarter
	Fourth			Third		Second		First		Fourth		‘11 vs. ‘10
	Quarter			Quarter		Quarter		Quarter		Quarter		Change
Non-performing Loans	$	883,021			872,074		885,236		895,726		891,622		(1.0	)%
Other Loans Held for Sale (1)		30,156			53,074		89,139		110,436		127,365		(76.3	)
Other Real Estate		204,232			239,255		244,313		269,314		261,305		(21.8	)
Non-performing Assets		1,117,409			1,164,403		1,218,688		1,275,476		1,280,292		(12.7	)
Allowance for Loan Losses		536,494			595,383		631,401		678,426		703,547		(23.7	)
Net Charge-Offs - Quarter		113,454			138,344		167,184		166,867		385,203		(70.5	)
Net Charge-Offs - YTD		585,849			472,395		334,051		166,867		1,371,452		(57.3	)
Net Charge-Offs / Average Loans - Quarter (2)		2.26	%		2.72		3.22		3.12		6.93
Net Charge-Offs / Average Loans - YTD (2)		2.84			3.03		3.17		3.12		5.82
Non-performing Loans / Loans		4.40			4.34		4.32		4.27		4.13
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		5.50			5.71		5.85		5.97		5.83
Allowance / Loans		2.67			2.96		3.08		3.23		3.26
Allowance / Non-performing Loans		60.76			68.27		71.33		75.74		78.91
Allowance / Non-performing Loans (3)		126.54			145.12		161.55		176.08		192.60
Past Due Loans over 90 days and Still Accruing	$	14,521			26,860		23,235		10,490		16,222		(10.5	)%
As a Percentage of Loans Outstanding		0.07	%		0.13		0.11		0.05		0.08
Total Past Dues Loans and Still Accruing	$	149,441			199,561		199,804		201,754		176,756		(15.5	)
As a Percentage of Loans Outstanding		0.74	%		0.99		0.97		0.96		0.82
Accruing troubled debt restructurings (TDRs)	$	668,472			640,324		551,603		545,416		464,123		44.0

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

(2) Ratio is annualized.

(3) Excludes non-performing loans for which the expected loss has been charged off.

SELECTED CAPITAL INFORMATION (1)

(Unaudited)

(Dollars in thousands)

	December 31, 2011			December 31, 2010
Tier 1 Capital	$	2,780,774			2,909,912
Total Risk-Based Capital		3,544,036			3,742,599
Tier 1 Capital Ratio		12.94	%		12.79
Tier 1 Common Equity Ratio		8.49			8.63
Total Risk-Based Capital Ratio		16.50			16.45
Tier 1 Leverage Ratio		10.08			9.44
Common Equity as a Percentage of Total Assets (2)		6.92			6.85
Tangible Common Equity as a Percentage of Tangible Assets (3)		6.81			6.73
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		8.60			8.90
Book Value Per Common Share (4) (5)		2.06			2.29
Tangible Book Value Per Common Share (3) (5)		2.02			2.25

(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