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

July 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 July 24, 2012, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and six months ended June 30, 2012.

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 three and six months ended June 30, 2012 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 July 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., ET, on July 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 July 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: July 24, 2012	By:	/s/ Samuel F. Hatcher
		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 16.1% Increase in Net Income for Second Quarter of 2012

Continued Credit Improvement Drives Fourth Consecutive Quarter of Profitability

Columbus, Ga., July 24, 2012 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended June 30, 2012.

Second Quarter Results

• Net income available to common shareholders was $24.8 million for the second quarter of 2012, a 16.1% increase compared to net income available to common shareholders of $21.4 million for the first quarter of 2012 and a net loss attributable to common shareholders of $53.5 million in the second quarter of 2011. Net income available to common shareholders was $46.2 million for the first six months of 2012, compared to a net loss attributable to common shareholders of $147.2 million for the first six months of 2011.

• Diluted net income per common share for the second quarter of 2012 was $0.03, compared to diluted net income per common share of $0.02 for the first quarter of 2012, and a net loss per common share of $0.07 for the second quarter of 2011. Diluted net income per common share for the first six months of 2012 was $0.05, compared to a net loss per common share of $0.19 for the first six months of 2011.

“Continued credit improvement drove our fourth consecutive quarter of profitability,” said Kessel D. Stelling, Chairman and CEO of Synovus. “Declines in total credit costs, non-performing loan inflows, non-performing assets, and total delinquencies contributed significantly to the overall credit improvement. We were pleased to again see increases in loans outstanding from our Large Corporate Banking, Senior Housing, and Asset-Based Lending groups and continued pipeline growth throughout our footprint, reflecting the ongoing success of our commercial banking strategy.”

Credit Trends

• Total credit costs were $70.3 million in the second quarter of 2012, down 22.6% from $90.9 million in the first quarter of 2012 and down 55.5% from $157.9 million in the second quarter of 2011.

• Non-performing loan inflows were $124.3 million in the second quarter of 2012, down 10.9% from $139.6 million in the first quarter of 2012 and down 46.2% from $231.1 million in the second quarter of 2011.

• Distressed asset sales were approximately $128 million during the second quarter, compared to approximately $135 million in the first quarter of 2012, and approximately $195 million in the second quarter of 2011.

• Non-performing loans, excluding loans held for sale, were $755.2 million at June 30, 2012, down $80.9 from the previous quarter, and down $130.1 million from the second quarter of 2011. The non-performing loan ratio was 3.84% at June 30, 2012, down from 4.21% at the end of the previous quarter and 4.32% at June 30, 2011.

• Total non-performing assets were $961.4 million at June 30, 2012, down $94.4 million from the previous quarter, and down $257.3 million or 21.1% from the second quarter of 2011. The non-performing asset ratio was 4.83% at June 30, 2012, compared to 5.26% at the end of the previous quarter and 5.85% at June 30, 2011.

• Total delinquencies (consisting of loans 30 or more days past due and still accruing) were 0.47% of total loans at June 30, 2012, down from 0.73% at March 31, 2012, and 0.97% at June 30, 2011. Total loans past due 90 days or more and still accruing were 0.03% at June 30, 2012, down from 0.04% at March 31, 2012, and 0.11% at June 30, 2011.

• Net charge-offs were $98.7 million in the quarter, up slightly from $94.7 million in the first quarter of 2012, and down 41.0% from $167.2 million in the second quarter of 2011. The annualized net charge-off ratio was 1.99% in the second quarter, up from 1.90% in the previous quarter, and down from 3.22% in the second quarter of 2011.

Balance Sheet Fundamentals

• Net sequential quarter loan growth was approximately $29 million for the second quarter, compared to a decrease of approximately $25 million during the first quarter of 2012 and a decline of approximately $168 million during the second quarter of 2011. Net loan growth excludes the impact of loan sales, transfers to loans held-for-sale, charge-offs, and foreclosures.

• Reported loans declined $163.6 million, compared to a $236.1 million decrease in the previous quarter, and a $492.6 million decrease in the second quarter of 2011.

• Loans outstanding from the Large Corporate Banking, Senior Housing, and Asset Based Lending groups were up approximately $486 million over the previous year and up approximately $141 million compared to the previous quarter.

• Total deposits ended the quarter at $21.6 billion, down $572.6 million from the previous quarter due primarily to the planned reductions in higher-cost brokered deposits and time deposits of $462.3 million.

• Core deposits ended the quarter at $20.4 billion, down $314.8 million compared to the first quarter of 2012. Core deposits, excluding time deposits, declined $110.4 million compared to the previous quarter due to an expected seasonal decrease in state, county and municipal deposits. Core deposits increased $231.8 million compared to a year ago. Core deposits, excluding time deposits, increased $1.18 billion compared to June 30, 2011.

• The effective cost of core deposits (includes non-interest bearing deposits) continued to decline, with an effective cost of 41 basis points for the second quarter of 2012, down from 47 basis points for the previous quarter and 67 basis points in the second quarter of 2011.

Core Performance

Pre-tax, pre-credit costs income was $106.6 million for the second quarter of 2012, down $3.9 million from $110.6 million in the first quarter of 2012.

• The net interest margin was 3.48%, down seven basis points from the first quarter of 2012, primarily due to the expected six basis point incremental impact from the debt issued in the first quarter of 2012.

• Total non-interest income was $76.5 million for the second quarter of 2012, compared to $84.1 million in the first quarter of 2012.

• Non-interest income, excluding net investment securities gains, was up $8.3 million from the previous quarter.

• Mortgage revenue was up $2.0 million from the previous quarter

• Bankcard fees were up $914 thousand compared to the previous quarter.

• Service charges were up $454 thousand from the previous quarter.

• Increase in fair value of private equity investments was $7.3 million for the quarter.

• Total reported non-interest expense was $208.3 million for the second quarter of 2012 compared to $203.1 million for the previous quarter.

• Core expenses (excludes Visa indemnification charges, restructuring charges and credit costs) were up $4.6 million from the first quarter of 2012.

• Employment expenses increased $2.6 million from the previous quarter, primarily due to annual merit salary increases and employee incentives.

• Other expenses were up $2.6 million compared to the previous quarter, largely due to higher attorney fees related to problem loans and litigation expenses.

Capital Ratios

• Tier 1 Common Equity ratio was 8.81% at June 30, 2012 up from 8.67% at March 31, 2012.

• Tier 1 Capital ratio was 13.36% at June 30, 2012 up from 13.19% at March 31, 2012.

• Tier 1 Leverage ratio was 10.66% at June 30, 2012 up from 10.41% at March 31, 2012.

• Total Risk Based Capital ratio was 16.32% at June 30, 2012 down from 16.57% at March 31, 2012.

• Tangible Common Equity/Tangible Assets ratio was 7.12% at June 30, 2012 up from 6.81% at March 31, 2012.

Stelling concluded, “The second quarter was marked by the continued strengthening of our balance sheet as we disposed of non-performing loans and reduced levels of higher risk credits and asset classes, while generating high-quality commercial loans in all segments of our markets. These efforts, coupled with an intense focus on expense control and our customer-focused, relationship-based brand of banking, further position our company for sustained profitability and long-term success.”

Synovus will host an earnings highlights conference call at 8:30 a.m. EST on July 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 $26 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, loan growth and our loan portfolio; expectations on growth and future 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 for the year ended December 31, 2011 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, core deposits excluding time deposits, tangible common equity to tangible assets ratio, pre-tax, pre-credit costs income, core expenses, non-interest income excluding net investment securities gains, 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, 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, core deposits excluding time deposits, tangible common equity to tangible assets ratio, pre-tax, pre-credit costs income, core expenses, non-interest income excluding net investment gains, 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, 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)	2Q12			1Q12			4Q11			3Q11			2Q11
Core Deposits
Total deposits	$	21,565,065			22,137,702			22,411,752			23,109,427			22,875,017
Subtract: Brokered deposits		(1,148,892	)		(1,406,709	)		(1,783,174	)		(2,157,631	)		(2,690,598	)
Core deposits		20,416,173			20,730,993			20,628,578			20,951,796			20,184,419
Subtract: Time deposits		(4,097,834	)		(4,302,292	)		(4,591,164	)		(4,952,144	)		(5,049,901	)
Core deposits excluding time deposits	$	16,318,339			16,428,701			16,037,414			15,999,652			15,134,518
Tangible Common Equity To Tangible Assets Ratio
Total assets	$	26,294,110			27,064,792			27,162,845			28,253,923			28,313,910
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(6,693	)		(7,589	)		(8,525	)		(9,482	)		(10,449	)
Tangible assets	$	26,262,986			27,032,772			27,129,889			28,220,010			28,279,030
Total shareholders’ equity	$	2,853,389			2,821,763			2,827,452			2,829,447			2,850,937
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(6,693	)		(7,589	)		(8,525	)		(9,482	)		(10,449	)
Subtract: Cumulative perpetual preferred stock		(952,093	)		(949,536	)		(947,017	)		(944,538	)		(942,096	)
Tangible common equity	$	1,870,172			1,840,207			1,847,479			1,850,996			1,873,961
Total shareholders’ equity to total assets ratio		10.85	%		10.43			10.41			10.01			10.07
Tangible common equity to tangible assets ratio		7.12	%		6.81			6.81			6.56			6.63
Pre-tax, Pre-credit Costs Income
Income (loss) before income taxes	$	37,347			35,916			26,979			37,118			(43,764	)
Add: Provision for losses on loans		44,222			66,049			54,565			102,325			120,159
Add: Other credit costs(1)		26,119			24,849			35,962			40,211			37,772
Add: Restructuring charges		1,393			858			639			2,587			3,106
Subtract/Add: Net (gain) loss on investment securities		(4,170	)		(20,083	)		(10,337	)		(62,873	)		(377	)
Add: Visa indemnification charge		1,734			2,979			5,942			—			92
Pre-tax, pre-credit costs income	$	106,645			110,568			113,750			119,368			116,988
Core Expenses
Total non-interest expense	$	208,264			203,133			219,082			222,552			222,415
Subtract: Other credit costs(1)		(26,119	)		(24,849	)		(35,962	)		(40,211	)		(37,772	)
Subtract: Restructuring charges		(1,393	)		(858	)		(639	)		(2,587	)		(3,106	)
Subtract: Visa indemnification charge		(1,734	)		(2,979	)		(5,942	)		—			(92	)
Core expenses	$	179,018			174,447			176,539			179,754			181,445

(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)	2Q12			1Q12			4Q11			3Q11			2Q11
Non-interest income excluding investment securities gains (losses), net
Total non-interest income	$	76,477			84,139			73,470			133,392			67,849
Subtract/Add: Net investment securities (gains) losses		(4,170	)		(20,083	)		(10,337	)		(62,873	)		(377	)
Non-interest income excluding investment securities gains (losses), net	$	72,307			64,056			63,133			70,519			67,472

Net sequential quarter loan growth (decline)

Sequential quarter decline in total loans	$	(163,571	)	(236,115	)	(22,273	)	(402,724	)	(492,612	)
Add: Transfers to other loans held for sale		38,999		578		3,457		16,004		11,275
Add: Foreclosures		30,087		48,127		36,331		57,859		60,426
Add: Charge-offs excluding transfers to other loans held for sale and loan sales		53,075		65,498		78,443		87,660		126,821
Add: Loan sales		70,590		96,621		70,808		109,140		126,462
Net sequential quarter loan growth (decline)	$	29,180		(25,291	)	166,766		(132,061	)	(167,628	)

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

	Six Months Ended June 30,
(Dollars in thousands, except per share data)	2012			2011			Change
Interest income	$	516,464			586,484			(11.9	)%
Interest expense		82,148			118,089			(30.4	)
Net interest income		434,316			468,395			(7.3	)
Provision for losses on loans		110,271			261,905			(57.9	)
Net interest income after provision for losses on loans		324,045			206,490			56.9
Non-interest income:
Service charges on deposit accounts		36,915			39,556			(6.7	)
Fiduciary and asset management fees		21,627			23,416			(7.6	)
Brokerage revenue		12,942			12,511			3.4
Mortgage revenue		13,986			8,042			73.9
Bankcard fees		16,072			22,782			(29.5	)
Investment securities gains (losses), net		24,253			1,797			nm
Other fee income		9,651			10,220			(5.6	)
Increase (decrease) in fair value of private equity investments, net		7,372			(169	)		nm
Other non-interest income		17,798			13,858			28.4
Total non-interest income		160,616			132,013			21.7
Non-interest expense:
Salaries and other personnel expense		187,795			184,849			1.6
Net occupancy and equipment expense		52,865			58,717			(10.0	)
FDIC insurance and other regulatory fees		27,966			30,362			(7.9	)
Foreclosed real estate expense		43,680			64,609			(32.4	)
Gains on other loans held for sale, net		(99	)		(1,746	)		nm
Professional fees		19,196			20,129			(4.6	)
Data processing expense		16,735			18,201			(8.1	)
Visa indemnification charges		4,713			96			nm
Restructuring charges		2,252			27,439			nm
Loss on curtailment of post-retirement defined benefit plan		—			398			nm
Other operating expenses		56,296			59,077			(4.7	)
Total non-interest expense		411,399			462,131			(11.0	)
Income (loss) from continuing operations before income taxes		73,262			(123,628	)		nm
Income tax benefit		(2,182	)		(5,220	)		58.2
Net income (loss)		75,444			(118,408	)		nm
Net loss attributable to non-controlling interest		—			(220	)		nm
Net income (loss) attributable to controlling interest		75,444			(118,188	)		nm
Dividends and accretion of discount on preferred stock		29,272			28,970			1.0
Net income (loss) attributable to common shareholders	$	46,172			(147,158	)		nm
Basic EPS
Net income (loss) attributable to common shareholders		0.06			(0.19	)		nm
Diluted EPS
Net income (loss) attributable to common shareholders		0.05			(0.19	)		nm
Cash dividends declared per common share		0.02			0.02			—
Return on average assets		0.56	%		(0.82	)		nm
Return on average common equity		4.86			(15.55	)		nm
Average common shares outstanding - basic		786,355			785,260			0.1	%
Average common shares outstanding - diluted		909,542			785,260			15.8

nm - not meaningful

Synovus

INCOME STATEMENT DATA

(Unaudited)

	2012						2011									2nd Quarter
(Dollars in thousands, except per share data)	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			‘12 vs. ‘11 Change
Interest income	$	253,809			262,654			273,303			281,970			288,052			(11.9	)%
Interest expense		40,453			41,695			46,147			53,367			57,091			(29.1	)
Net interest income		213,356			220,959			227,156			228,603			230,961			(7.6	)
Provision for losses on loans		44,222			66,049			54,565			102,325			120,159			(63.2	)
Net interest income after provision for losses on loans		169,134			154,910			172,591			126,278			110,802			52.6
Non-interest income:
Service charges on deposit accounts		18,684			18,231			19,175			20,039			19,238			(2.9	)
Fiduciary and asset management fees		10,792			10,835			10,763			11,631			11,879			(9.2	)
Brokerage revenue		6,295			6,647			6,939			6,556			6,291			0.1
Mortgage revenue		7,983			6,003			4,847			7,427			5,547			43.9
Bankcard fees		8,493			7,579			7,150			11,562			12,125			(30.0	)
Investment securities gains (losses), net		4,170			20,083			10,337			62,873			377			nm
Other fee income		4,951			4,700			4,310			5,423			5,289			(6.4	)
Increase (decrease) in fair value of private equity investments, net		7,279			93			(177	)		(771	)		(301	)		nm
Other non-interest income		7,830			9,968			10,126			8,652			7,404			5.8
Total non-interest income		76,477			84,139			73,470			133,392			67,849			12.7
Non-interest expense:
Salaries and other personnel expense		95,173			92,622			93,115			93,184			91,749			3.7
Net occupancy and equipment expense		26,159			26,706			27,338			27,981			28,883			(9.4	)
FDIC insurance and other regulatory fees		13,302			14,663			13,238			15,463			15,956			(16.6	)
Foreclosed real estate expense		20,708			22,972			31,853			37,108			39,872			(48.1	)
(Gains) losses on other loans held for sale, net		(1,058	)		959			(145	)		(846	)		480			nm
Professional fees		9,929			9,267			10,321			10,135			10,893			(8.8	)
Data processing expense		8,712			8,024			8,532			9,024			9,251			(5.8	)
Visa indemnification charges		1,734			2,979			5,942			—			92			nm
Restructuring charges		1,393			858			639			2,587			3,106			(55.2	)
Other operating expenses		32,212			24,083			28,249			27,916			22,133			45.5
Total non-interest expense		208,264			203,133			219,082			222,552			222,415			(6.4	)
Income (loss) before income taxes		37,347			35,916			26,979			37,118			(43,764	)		nm
Income tax (benefit) expense		(2,105	)		(77	)		(378	)		6,910			(4,764	)		(55.8	)
Net income (loss)		39,452			35,993			27,357			30,208			(39,000	)		nm
Dividends and accretion of discount on preferred stock		14,649			14,624			14,578			14,541			14,504			1.0
Net income (loss) available to common shareholders	$	24,803			21,369			12,779			15,667			(53,504	)		nm
Basic EPS
Net income (loss) available to common shareholders		0.03			0.03			0.02			0.02			(0.07	)		nm
Diluted EPS
Net income (loss) available to common shareholders		0.03			0.02			0.01			0.02			(0.07	)		nm
Cash dividends declared per common share		0.01			0.01			0.01			0.01			0.01			—
Return on average assets *		0.59	%		0.53	%		0.39			0.42			(0.55	)		nm
Return on average common equity *		5.23			4.49			2.66			3.20			(10.95	)		nm
Average common shares outstanding - basic		786,576			786,135			785,289			785,280			785,277			0.1	%
Average common shares outstanding - diluted		909,761			908,986			911,253			911,247			785,277			15.9

nm - not meaningful

* - ratios are annualized

Synovus

BALANCE SHEET DATA

(Unaudited)

	June 30, 2012			December 31, 2011			June 30, 2011
(In thousands, except share data)
ASSETS
Cash and due from banks	$	523,302			510,423			409,302
Interest bearing funds with Federal Reserve Bank		1,301,244			1,567,006			2,845,277
Interest earning deposits with banks		16,003			13,590			24,133
Federal funds sold and securities purchased under resale agreements		118,098			158,916			127,580
Trading account assets, at fair value		12,331			16,866			16,130
Mortgage loans held for sale, at fair value		120,007			161,509			78,752
Other loans held for sale		32,601			30,156			89,139
Investment securities available for sale, at fair value		3,570,346			3,690,125			3,259,254
Loans, net of unearned income		19,680,127			20,079,813			20,504,810
Allowance for loan losses		(453,325	)		(536,494	)		(631,401	)
Loans, net		19,226,802			19,543,319			19,873,409
Premises and equipment, net		475,944			486,923			493,638
Goodwill		24,431			24,431			24,431
Other intangible assets, net		6,693			8,525			10,449
Other real estate		174,941			204,232			244,313
Other assets		691,367			746,824			818,103
Total assets	$	26,294,110			27,162,845			28,313,910
LIABILITIES AND EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	5,607,680			5,366,868			4,877,267
Interest bearing deposits, excluding brokered deposits		14,808,493			15,261,710			15,307,152
Brokered deposits		1,148,892			1,783,174			2,690,598
Total deposits		21,565,065			22,411,752			22,875,017
Federal funds purchased and other short-term borrowings		351,173			313,757			452,466
Long-term debt		1,301,616			1,364,727			1,894,901
Other liabilities		222,867			245,157			240,588
Total liabilities		23,440,721			24,335,393			25,462,972
Equity:
Shareholders’ equity:
Series A Preferred Stock, no par value (1)		952,093			947,017			942,096
Common stock, par value $1.00 (2)		792,269			790,989			790,973
Additional paid-in capital		2,215,201			2,241,171			2,353,854
Treasury stock, at cost (3)		(114,176	)		(114,176	)		(114,176	)
Accumulated other comprehensive income		7,003			21,093			65,905
Accumulated deficit		(999,001	)		(1,058,642	)		(1,187,714	)
Total shareholders’ equity		2,853,389			2,827,452			2,850,938
Total liabilities and equity	$	26,294,110			27,162,845			28,313,910

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

(2) Common shares outstanding: 786,575,535; 785,295,428; and 785,279,194 at June 30, 2012, December 31, 2011, and June 30, 2011, respectively.

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

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)

(Unaudited)

	2012			2011
(Dollars in thousands)	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,539,376			3,577,026			3,647,459			3,152,589			3,172,818
Yield		2.11	%		2.34			2.59			3.28			3.46
Tax-exempt investment securities (2) (4)	$	21,408			23,559			25,566			27,903			31,264
Yield (taxable equivalent)		6.40	%		6.36			6.57			6.66			6.73
Trading account assets	$	13,647			14,975			19,107			14,601			16,881
Yield		6.93	%		7.45			4.87			5.76			5.27
Commercial loans (3) (4)	$	15,941,719			16,144,615			16,276,207			16,535,371			16,983,912
Yield		4.67	%		4.76			4.82			4.88			4.92
Consumer loans (3)	$	3,896,941			3,866,084			3,871,393			3,869,698			3,879,042
Yield		4.87	%		4.94			4.95			5.06			5.10
Allowance for loan losses	$	(498,419	)		(529,669	)		(587,956	)		(632,082	)		(678,851	)
Loans, net (3)	$	19,340,241			19,481,030			19,559,644			19,772,987			20,184,103
Yield		4.85	%		4.94			5.01			5.09			5.14
Mortgage loans held for sale	$	90,499			112,040			161,632			91,257			79,340
Yield		4.99	%		4.88			4.58			5.74			6.16
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	1,668,814			1,830,295			2,221,728			3,075,470			2,929,515
Yield		0.24	%		0.24			0.24			0.24			0.25
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	63,665			78,100			84,171			96,442			104,727
Yield		1.85	%		1.43			0.93			0.90			0.87
Total interest earning assets	$	24,737,650			25,117,025			25,719,307			26,231,249			26,518,648
Yield		4.14	%		4.22			4.23			4.28			4.37
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,404,540			3,540,327			3,457,677			3,302,439			3,379,243
Rate		0.22	%		0.25			0.26			0.30			0.32
Money market accounts	$	6,769,037			6,755,769			6,697,334			6,636,751			6,306,399
Rate		0.42	%		0.49			0.57			0.73			0.77
Savings deposits	$	557,149			534,118			516,520			521,604			520,518
Rate		0.11	%		0.12			0.12			0.13			0.14
Time deposits under $100,000	$	1,868,348			1,967,084			2,062,171			2,131,453			2,124,525
Rate		0.97	%		1.08			1.17			1.27			1.38
Time deposits over $100,000	$	2,336,496			2,480,044			2,710,893			2,912,476			2,978,929
Rate		1.23	%		1.33			1.40			1.49			1.57
Brokered money market accounts	$	222,916			223,113			236,973			325,002			390,048
Rate		0.33	%		0.28			0.27			0.39			0.47
Brokered time deposits	$	1,036,521			1,346,868			1,689,538			2,053,811			2,471,620
Rate		1.94	%		1.89			1.87			1.88			1.87
Total interest bearing deposits	$	16,195,007			16,847,323			17,371,106			17,883,536			18,171,282
Rate		0.64	%		0.73			0.82			0.95			1.01
Federal funds purchased and other short-term liabilities	$	368,984			296,018			329,343			368,311			449,815
Rate		0.18	%		0.24			0.26			0.28			0.26
Long-term debt	$	1,326,239			1,386,324			1,443,825			1,693,673			1,901,130
Rate		4.34	%		3.19			2.78			2.45			2.30
Total interest bearing liabilities	$	17,890,230			18,529,665			19,144,274			19,945,520			20,522,227
Rate		0.91	%		0.90			0.96			1.06			1.11
Non-interest bearing demand deposits	$	5,606,352			5,397,964			5,413,322			5,175,521			4,911,044
Net interest margin		3.48	%		3.55			3.52			3.47			3.51
Taxable equivalent adjustment	$	780			798			844			880			893

(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)	June 30, 2012
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	$	785,726			4.0	%	$	5,997		0.8	%
Hotels		706,782			3.6			11,619		1.5
Office Buildings		766,263			3.9			7,412		1.0
Shopping Centers		931,036			4.7			10,196		1.4
Commercial Development		283,115			1.4			37,044		4.9
Warehouses		486,055			2.5			6,354		0.8
Other Investment Property		457,633			2.3			8,586		1.1
Total Investment Properties		4,416,610			22.4			87,208		11.5
1-4 Family Construction		163,537			0.8			11,856		1.6
1-4 Family Investment Mortgage		919,009			4.7			50,849		6.7
Residential Development		401,278			2.0			89,993		11.9
Total 1-4 Family Properties		1,483,824			7.5			152,698		20.2
Land Acquisition		983,843			5.0			213,521		28.3
Total Commercial Real Estate		6,884,277			35.0			453,427		60.0
Commercial , Financial, and Agricultural		5,045,144			25.6			140,545		18.6
Owner-Occupied Real Estate		3,839,489			19.5			77,792		10.3
Total Commercial & Industrial		8,884,633			45.1			218,337		28.9
Home Equity Lines		1,603,905			8.1			24,177		3.2
Consumer Mortgages		1,383,915			7.0			51,783		6.9
Small Business		383,520			1.9			5,188		0.7
Credit Cards		262,402			1.3			—		—
Other Retail Loans		290,793			1.5			2,249		0.3
Total Retail		3,924,535			19.8			83,397		11.1
Unearned Income		(13,318	)		nm			—		nm
Total	$	19,680,127			100.0	%	$	755,161		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)	Total Loans			2Q12 vs. 1Q12			2Q12 vs. 4Q11			2Q12 vs. 2Q11
Loan Type	June 30, 2012			% change (1)			% change (1)			% change
Multi-Family	$	785,726			13.1	%		0.0			(3.9	)
Hotels		706,782			(32.5	)		(21.5	)		(13.0	)
Office Buildings		766,263			4.3			(2.4	)		(4.0	)
Shopping Centers		931,036			(2.3	)		(9.9	)		(10.1	)
Commercial Development		283,115			10.1			(2.7	)		(10.3	)
Warehouses		486,055			2.7			(1.2	)		(6.8	)
Other Investment Property		457,633			(4.9	)		3.8			(1.5	)
Total Investment Properties		4,416,610			(2.7	)		(6.2	)		(7.3	)
1-4 Family Construction		163,537			(30.8	)		(35.9	)		(34.6	)
1-4 Family Investment Mortgage		919,009			(15.5	)		(11.8	)		(14.0	)
Residential Development		401,278			(19.0	)		(18.9	)		(24.6	)
Total 1-4 Family Properties		1,483,824			(18.2	)		(16.7	)		(19.8	)
Land Acquisition		983,843			(25.2	)		(20.4	)		(16.6	)
Total Commercial Real Estate		6,884,277			(9.5	)		(10.7	)		(11.7	)
Commercial , Financial, and Agricultural		5,045,144			(6.0	)		(1.7	)		1.8
Owner-Occupied Real Estate		3,839,489			2.7			(0.7	)		(1.3	)
Total Commercial & Industrial		8,884,633			(2.3	)		(1.3	)		0.4
Home Equity Lines		1,603,905			2.1			(1.9	)		(0.5	)
Consumer Mortgages		1,383,915			(1.8	)		(4.0	)		(4.6	)
Small Business		383,520			67.3			55.7			51.5
Credit Cards		262,402			(3.1	)		(7.9	)		(3.4	)
Other Retail Loans		290,793			1.2			11.4			2.5
Total Retail		3,924,535			5.8			2.3			1.4
Unearned Income		(13,318	)		71.7			22.3			51.6
Total	$	19,680,127			(3.3	)%		(4.0	)		(4.0	)

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

	2012					2011						2nd Quarter
	Second			First		Fourth		Third		Second		‘12 vs.’ 11
(Dollars in thousands)	Quarter			Quarter		Quarter		Quarter		Quarter		Change
Non-performing Loans	$	755,161			836,039		883,021		872,074		885,236		(14.7	)%
Other Loans Held for Sale (1)		31,306			18,317		30,156		53,074		89,139		(64.9	)
Other Real Estate		174,941			201,429		204,232		239,255		244,313		(28.4	)
Non-performing Assets		961,408			1,055,785		1,117,409		1,164,403		1,218,688		(21.1	)
Allowance for Loan Losses		453,325			507,794		536,494		595,383		631,401		(28.2	)
Net Charge-Offs - Quarter		98,692			94,749		113,454		138,344		167,184		(41.0	)
Net Charge-Offs / Average Loans - Quarter (2)		1.99	%		1.90		2.26		2.72		3.22
Non-performing Loans / Loans		3.84			4.21		4.40		4.34		4.32
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		4.83			5.26		5.50		5.71		5.85
Allowance / Loans		2.30			2.56		2.67		2.96		3.08
Allowance / Non-performing Loans		60.03			60.74		60.76		68.27		71.33
Allowance / Non-performing Loans (3)		136.94			128.32		124.04		145.12		161.55
Past Due Loans over 90 days and Still Accruing	$	5,863			8,388		14,521		26,860		23,235		(74.8	)%
As a Percentage of Loans Outstanding		0.03	%		0.04		0.07		0.13		0.11
Total Past Dues Loans and Still Accruing	$	91,962			144,794		149,441		199,561		199,804		(54.0	)
As a Percentage of Loans Outstanding		0.47	%		0.73		0.74		0.99		0.97
Accruing troubled debt restructurings (TDRs)	$	687,396			651,239		668,472		640,324		551,603		24.6

(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)	June 30, 2012			December 31, 2011		June 30, 2011
Tier 1 Capital	$	2,822,487			2,780,774		2,758,282
Total Risk-Based Capital		3,449,042			3,544,089		3,522,660
Tier 1 Capital Ratio		13.36	%		12.94		12.84
Tier 1 Common Equity Ratio		8.81			8.49		8.41
Total Risk-Based Capital Ratio		16.32			16.49		16.40
Tier 1 Leverage Ratio		10.66			10.08		9.70
Common Equity as a Percentage of Total Assets (2)		7.23			6.92		6.74
Tangible Common Equity as a Percentage of Tangible Assets (3)		7.12			6.81		6.63
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		8.85			8.60		8.73
Book Value Per Common Share (4) (5)		2.09			2.06		2.10
Tangible Book Value Per Common Share (3) (5)		2.05			2.02		2.06

(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