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 23, 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 October 23, 2012, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and nine months ended September 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 nine months ended September 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 October 23, 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 October 23, 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 October 23, 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: October 23, 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 Results for Third Quarter of 2012

Growth in Pre-Tax, Pre-Credit Costs Income Drives Fifth Consecutive Quarter of Profitability

Columbus, Ga., October 23, 2012 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended September 30, 2012.

Third Quarter Results

• Net income available to common shareholders was $16.0 million for the third quarter of 2012, compared to net income available to common shareholders of $24.8 million for the second quarter of 2012 and $15.7 million in the third quarter of 2011. Net income available to common shareholders was $62.2 million for the first nine months of 2012, compared to a net loss attributable to common shareholders of $131.5 million for the first nine months of 2011.

• Diluted net income per common share for the third quarter of 2012 was $0.02, compared to diluted net income per common share of $0.03 for the second quarter of 2012 and $0.02 for the third quarter of 2011. Diluted net income per common share for the first nine months of 2012 was $0.07, compared to a net loss per common share of $0.17 for the first nine months of 2011.

“Growth in pre-tax, pre-credit costs income drove our profitability for the fifth consecutive quarter. Additionally, we realized expense reductions, margin expansion, and loan portfolio growth during the quarter,” said Kessel D. Stelling, Chairman and CEO of Synovus. “Declines in non-performing loan inflows, total non-performing assets, and net charge-offs contributed to overall credit improvement. We were pleased to again see an increase in loans outstanding from our Corporate Banking Group, which includes Senior Housing, Syndications, and other corporate business lines, as well as continued pipeline growth throughout our footprint, reflecting the ongoing success of our commercial banking strategy.”

Core Performance

Pre-tax, pre-credit costs income was $111.5 million for the third quarter of 2012, up $4.9 million from $106.6 million in the second quarter of 2012.

• The net interest margin was 3.51%, up three basis points from the second quarter of 2012, due to a decline in the effective cost of funds of eight basis points which exceeded the decline in the yield on earning assets of five basis points.

• Total non-interest income was $73.2 million for the third quarter of 2012, compared to $76.5 million in the second quarter of 2012.

• Non-interest income, excluding net investment securities gains, was down $5.7 million from the previous quarter.

• Service charges on deposit accounts were up $1.7 million from the previous quarter.

• Mortgage banking income was up $1.3 million from the previous quarter

• The third quarter of 2012 includes a $944 thousand loss from private equity investments compared to a $7.3 million gain in the second quarter of 2012.

• Total reported non-interest expense was $191.5 million for the third quarter of 2012 compared to $208.3 million for the previous quarter.

• Core expenses (excludes Visa indemnification charges, restructuring charges and credit costs) were down $11.6 million from the second quarter of 2012.

• FDIC insurance and other regulatory fees decreased by $4.1 million from the previous quarter.

• Salaries and other personnel expenses declined $2.0 million from the previous quarter, while headcount declined by 114.

• Other operating expenses were down $6.2 million compared to the previous quarter, largely due to lower litigation expenses.

Balance Sheet Fundamentals

• Reported loan growth was $51.7 million for the third quarter, compared to a decrease of $163.6 million during the second quarter of 2012 and a decline of $402.7 million during the third quarter of 2011.

• Sequential quarter net loan growth was approximately $240 million for the third quarter, compared to approximately $29 million during the second quarter of 2012 and a decline of approximately $132 million during the third quarter of 2011. Net loan growth excludes the impact of loan sales, transfers to loans held-for-sale, charge-offs, and foreclosures.

• Loans outstanding from the Corporate Banking Group were up approximately $553 million over the previous year and up approximately $222 million compared to the previous quarter.

• Total deposits ended the quarter at $20.8 billion, down $718.2 million from the previous quarter due primarily to the continued planned reductions in higher-cost brokered deposits and time deposits of $555.6 million.

• Core deposits ended the quarter at $19.9 billion, down $489.3 million compared to the second quarter of 2012. Core deposits, excluding time deposits, declined $162.6 million compared to the previous quarter due primarily to a $212 million decrease from a planned strategic reduction of a large demand deposit clearing account. Core deposits, excluding time deposits, increased $156.1 million compared to September 30, 2011.

• The effective cost of core deposits (includes non-interest bearing deposits) continued to decline, with an effective cost of 34 basis points for the third quarter of 2012, down from 41 basis points for the previous quarter and 62 basis points in the third quarter of 2011.

Credit Trends

• Total credit costs were $85.6 million in the third quarter of 2012, up from $70.3 million in the second quarter of 2012 and down 39.9% from $142.5 million in the third quarter of 2011.

• Non-performing loan inflows were $114.8 million in the third quarter of 2012, down 7.6% from $124.3 million in the second quarter of 2012 and down 48.3% from $222.0 million in the third quarter of 2011.

• Distressed asset sales were approximately $110 million during the third quarter, compared to approximately $128 million in the second quarter of 2012, and approximately $169 million in the third quarter of 2011.

• Non-performing loans, excluding loans held for sale, were $700.2 million at September 30, 2012, down $55.0 million from the previous quarter, and down $171.9 million from the third quarter of 2011. The non-performing loan ratio was 3.55% at September 30, 2012, down from 3.84% at the end of the previous quarter and 4.34% at September 30, 2011.

• Total non-performing assets were $899.4 million at September 30, 2012, down $62.0 million from the previous quarter, and down $265.0 million or 22.8% from the third quarter of 2011. The non-performing asset ratio was 4.51% at September 30, 2012, compared to 4.83% at the end of the previous quarter and 5.71% at September 30, 2011.

• Net charge-offs were $96.5 million in the quarter, down slightly from $98.7 million in the second quarter of 2012, and down 30.3% from $138.3 million in the third quarter of 2011. The annualized net charge-off ratio was 1.97% in the third quarter, down from 1.99% in the previous quarter, and down from 2.72% in the third quarter of 2011.

• Total delinquencies (consisting of loans 30 or more days past due and still accruing) were 0.55% of total loans at September 30, 2012, compared to 0.47% at June 30, 2012, and 0.99% at September 30, 2011. Total loans past due 90 days or more and still accruing were 0.05% at September 30, 2012, compared to 0.03% at June 30, 2012, and 0.13% at September 30, 2011.

Capital Ratios

• Tier 1 Common Equity ratio was 8.73% at September 30, 2012 compared to 8.80% at June 30, 2012.

• Tier 1 Capital ratio was 13.23% at September 30, 2012 compared to 13.35% at June 30, 2012.

• Tier 1 Leverage ratio was 10.97% at September 30, 2012 compared to 10.66% at June 30, 2012.

• Total Risk Based Capital ratio was 16.17% at September 30, 2012 compared to 16.31% at June 30, 2012.

• Tangible Common Equity/Tangible Assets ratio was 7.35% at September 30, 2012 compared to 7.12% at June 30, 2012.

Stelling concluded, “Based on the improvement in core profitability, credit quality, and earnings projections, we believe that substantially all of the $787 million deferred tax asset valuation allowance may be reversed as early as the end of the fourth quarter of 2012, and should be reversed no later than the end of the second quarter of 2013. We expect that the reversal should position us to repay our TARP obligations as early as the second quarter of 2013, but no later than the fourth quarter of 2013.”

Synovus will host an earnings highlights conference call at 8:30 a.m. EST on October 23, 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 approximately $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; expectations regarding reversal of the deferred tax asset valuation allowance and the repayment of our obligations under TARP; 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)	3Q12			2Q12			1Q12			4Q11			3Q11
Core Deposits
Total deposits	$	20,846,830			21,565,065			22,137,702			22,411,752			23,109,427
Subtract: Brokered deposits		(919,959	)		(1,148,892	)		(1,406,709	)		(1,783,174	)		(2,157,631	)
Core deposits		19,926,871			20,416,173			20,730,993			20,628,578			20,951,796
Subtract: Time deposits		(3,771,117	)		(4,097,834	)		(4,302,292	)		(4,591,164	)		(4,952,144	)
Core deposits excluding time deposits	$	16,155,754			16,318,339			16,428,701			16,037,414			15,999,652
Tangible Common Equity To Tangible Assets Ratio
Total assets	$	25,764,644			26,294,110			27,064,792			27,162,845			28,253,923
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(5,895	)		(6,693	)		(7,589	)		(8,525	)		(9,482	)
Tangible assets	$	25,734,318			26,262,986			27,032,772			27,129,889			28,220,010
Total shareholders’ equity	$	2,875,700			2,853,389			2,821,763			2,827,452			2,829,447
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(5,895	)		(6,693	)		(7,589	)		(8,525	)		(9,482	)
Subtract: Cumulative perpetual preferred stock		(954,690	)		(952,093	)		(949,536	)		(947,017	)		(944,538	)
Tangible common equity	$	1,890,684			1,870,172			1,840,207			1,847,479			1,850,996
Total shareholders’ equity to total assets ratio		11.16	%		10.85			10.43			10.41			10.01
Tangible common equity to tangible assets ratio		7.35	%		7.12			6.81			6.81			6.56
Pre-tax, Pre-credit Costs Income
Income before income taxes	$	30,514			37,347			35,916			26,979			37,118
Add: Provision for losses on loans		63,572			44,222			66,049			54,565			102,325
Add: Other credit costs(1)		22,046			26,119			24,849			35,962			40,211
Add: Restructuring charges		1,192			1,393			858			639			2,587
Subtract: Net gains on investment securities		(6,656	)		(4,170	)		(20,083	)		(10,337	)		(62,873	)
Add: Visa indemnification charge		833			1,734			2,979			5,942			—
Pre-tax, pre-credit costs income	$	111,501			106,645			110,568			113,750			119,368
Core Expenses
Total non-interest expense	$	191,492			208,264			203,133			219,082			222,552
Subtract: Other credit costs(1)		(22,046	)		(26,119	)		(24,849	)		(35,962	)		(40,211	)
Subtract: Restructuring charges		(1,192	)		(1,393	)		(858	)		(639	)		(2,587	)
Subtract: Visa indemnification charge		(833	)		(1,734	)		(2,979	)		(5,942	)		—
Core expenses	$	167,421			179,018			174,447			176,539			179,754

(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)	3Q12			2Q12			1Q12			4Q11			3Q11
Non-interest income excluding investment securities gains, net
Total non-interest income	$	73,233			76,477			84,139			73,470			133,392
Subtract: Net investment securities gains		(6,656	)		(4,170	)		(20,083	)		(10,337	)		(62,873	)
Non-interest income excluding investment securities gains, net	$	66,577			72,307			64,056			63,133			70,519

Net sequential quarter loan growth (decline)

Sequential quarter growth(decline) in total loans	$	51,739	(163,571	)	(236,115	)	(22,273	)	(402,724	)
Add: Transfers to other loans held for sale		712	38,999		578		3,457		16,004
Add: Foreclosures		42,961	30,087		48,127		36,331		57,859
Add: Charge-offs excluding transfers to other loans held for sale and loan sales		74,400	53,075		65,498		78,443		87,660
Add: Loan sales		69,752	70,590		96,621		70,808		109,140
Net sequential quarter loan growth (decline)	$	239,564	29,180		(25,291	)	166,766		(132,061	)

###

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

	Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2012			2011			Change
Interest income	$	764,140			868,453			(12.0	)%
Interest expense		117,479			171,455			(31.5	)
Net interest income		646,661			696,998			(7.2	)
Provision for loan losses		173,843			364,230			(52.3	)
Net interest income after provision for loan losses		472,818			332,768			42.1
Non-interest income:
Service charges on deposit accounts		57,319			59,595			(3.8	)
Fiduciary and asset management fees		31,966			35,046			(8.8	)
Brokerage revenue		19,786			19,067			3.8
Mortgage banking income		23,247			15,469			50.3
Bankcard fees		23,938			34,344			(30.3	)
Investment securities gains, net		30,909			64,670			(52.2	)
Other fee income		14,927			15,643			(4.6	)
Increase (decrease) in fair value of private equity investments, net		6,428			(941	)		nm
Other non-interest income		25,329			22,512			12.5
Total non-interest income		233,849			265,405			(11.9	)
Non-interest expense:
Salaries and other personnel expense		280,972			278,431			0.9
Net occupancy and equipment expense		79,512			86,698			(8.3	)
FDIC insurance and other regulatory fees		37,171			45,826			(18.9	)
Foreclosed real estate expense, net		55,677			101,716			(45.3	)
Losses (gains) on other loans held for sale, net		4,005			(2,591	)		nm
Professional fees		29,270			30,264			(3.3	)
Data processing expense		25,020			27,225			(8.1	)
Visa indemnification charges		5,546			96			nm
Restructuring charges		3,444			30,026			(88.5	)
Other operating expenses		82,273			86,992			(5.4	)
Total non-interest expense		602,890			684,683			(11.9	)
Income (loss) before income taxes		103,777			(86,510	)		nm
Income tax (benefit) expense		(2,393	)		1,690			nm
Net income (loss)		106,170			(88,200	)		nm
Net loss attributable to non-controlling interest		—			(220	)		nm
Net income (loss) available to controlling interest		106,170			(87,980	)		nm
Dividends and accretion of discount on preferred stock		43,968			43,510			1.1
Net income (loss) available to common shareholders	$	62,202			(131,490	)		nm
Basic EPS
Net income (loss) available to common shareholders		0.08			(0.17	)		nm
Diluted EPS
Net income (loss) available to common shareholders		0.07			(0.17	)		nm
Cash dividends declared per common share		0.03			0.03			—
Return on average assets		0.53	%		(0.41	)		nm
Return on average common equity		4.33			(8.85	)		nm
Average common shares outstanding - basic		786,429			785,267			0.1	%
Average common shares outstanding - diluted		909,717			785,267			nm

nm - not meaningful

Synovus

INCOME STATEMENT DATA

(Unaudited)

	2012						2011									3rd Quarter
(Dollars in thousands, except per share data)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			‘12 vs. ‘11 Change
Interest income	$	247,676			253,809			262,654			273,303			281,970			(12.2	)%
Interest expense		35,331			40,453			41,695			46,147			53,367			(33.8	)
Net interest income		212,345			213,356			220,959			227,156			228,603			(7.1	)
Provision for loan losses		63,572			44,222			66,049			54,565			102,325			(37.9	)
Net interest income after provision for loan losses		148,773			169,134			154,910			172,591			126,278			17.8
Non-interest income:
Service charges on deposit accounts		20,404			18,684			18,231			19,175			20,039			1.8
Fiduciary and asset management fees		10,340			10,792			10,835			10,763			11,631			(11.1	)
Brokerage revenue		6,844			6,295			6,647			6,939			6,556			4.4
Mortgage banking income		9,261			7,983			6,003			4,847			7,427			24.7
Bankcard fees		7,866			8,493			7,579			7,150			11,562			(32.0	)
Investment securities gains, net		6,656			4,170			20,083			10,337			62,873			(89.4	)
Other fee income		5,276			4,951			4,700			4,310			5,423			(2.7	)
(Decrease) increase in fair value of private equity investments, net		(944	)		7,279			93			(177	)		(771	)		(22.4	)
Other non-interest income		7,530			7,830			9,968			10,126			8,652			(13.0	)
Total non-interest income		73,233			76,477			84,139			73,470			133,392			(45.1	)
Non-interest expense:
Salaries and other personnel expense		93,177			95,173			92,622			93,115			93,184			(0.0	)
Net occupancy and equipment expense		26,647			26,159			26,706			27,338			27,981			(4.8	)
FDIC insurance and other regulatory fees		9,205			13,302			14,663			13,238			15,463			(40.5	)
Foreclosed real estate expense, net		11,997			20,708			22,972			31,853			37,108			(67.7	)
Losses (gains) on other loans held for sale, net		4,104			(1,058	)		959			(145	)		(846	)		nm
Professional fees		10,074			9,929			9,267			10,321			10,135			(0.6	)
Data processing expense		8,284			8,712			8,024			8,532			9,024			(8.2	)
Visa indemnification charges		833			1,734			2,979			5,942			—			nm
Restructuring charges		1,192			1,393			858			639			2,587			(53.9	)
Other operating expenses		25,979			32,212			24,083			28,249			27,916			(6.9	)
Total non-interest expense		191,492			208,264			203,133			219,082			222,552			(14.0	)
Income before income taxes		30,514			37,347			35,916			26,979			37,118			(17.8	)
Income tax (benefit) expense		(211	)		(2,105	)		(77	)		(378	)		6,910			nm
Net income		30,725			39,452			35,993			27,357			30,208			1.7
Dividends and accretion of discount on preferred stock		14,695			14,649			14,624			14,578			14,541			1.1
Net income available to common shareholders	$	16,030			24,803			21,369			12,779			15,667			2.3
Basic EPS
Net income available to common shareholders		0.02			0.03			0.03			0.02			0.02			—
Diluted EPS
Net income available to common shareholders		0.02			0.03			0.02			0.01			0.02			—
Cash dividends declared per common share		0.01			0.01			0.01			0.01			0.01			—
Return on average assets *		0.47	%		0.59	%		0.53	%		0.39			0.42			11.9
Return on average common equity *		3.30			5.23			4.49			2.66			3.20			3.1
Average common shares outstanding - basic		786,576			786,576			786,135			785,289			785,280			0.2	%
Average common shares outstanding - diluted		910,396			909,761			908,986			911,253			911,247			(0.1	)

nm - not meaningful

* - ratios are annualized

Synovus

BALANCE SHEET DATA

(Unaudited)

	September 30, 2012			December 31, 2011			September 30, 2011
(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	454,028			510,423			452,034
Interest bearing funds with Federal Reserve Bank		815,156			1,567,006			2,750,953
Interest earning deposits with banks		27,215			13,590			21,560
Federal funds sold and securities purchased under resale agreements		116,318			158,916			189,304
Trading account assets, at fair value		5,953			16,866			17,467
Mortgage loans held for sale, at fair value		246,224			161,509			125,379
Other loans held for sale		11,254			30,156			53,074
Investment securities available for sale, at fair value		3,229,440			3,690,125			3,596,511
Loans, net of deferred fees and costs		19,731,865			20,079,813			20,102,086
Allowance for loan losses		(420,404	)		(536,494	)		(595,383	)
Loans, net		19,311,461			19,543,319			19,506,703
Premises and equipment, net		475,222			486,923			488,074
Goodwill		24,431			24,431			24,431
Other intangible assets, net		5,895			8,525			9,482
Other real estate		189,182			204,232			239,255
Other assets		852,865			746,824			779,697
Total assets	$	25,764,644			27,162,845			28,253,924
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	5,503,288			5,366,868			5,249,335
Interest bearing deposits, excluding brokered deposits		14,423,583			15,261,710			15,702,461
Brokered deposits		919,959			1,783,174			2,157,631
Total deposits		20,846,830			22,411,752			23,109,427
Federal funds purchased and securities sold under repurchase agreements		165,865			313,757			328,806
Long-term debt		1,654,183			1,364,727			1,522,334
Other liabilities		222,066			245,157			463,909
Total liabilities		22,888,944			24,335,393			25,424,476
Equity:
Shareholders’ equity:
Series A Preferred Stock, no par value (1)		954,690			947,017			944,538
Common stock, par value $1.00 (2)		792,269			790,989			790,974
Additional paid-in capital		2,202,903			2,241,171			2,254,068
Treasury stock, at cost (3)		(114,176	)		(114,176	)		(114,176	)
Accumulated other comprehensive income		16,156			21,093			32,189
Accumulated deficit		(976,142	)		(1,058,642	)		(1,078,145	)
Total shareholders’ equity		2,875,700			2,827,452			2,829,448
Total liabilities and shareholders’ equity	$	25,764,644			27,162,845			28,253,924

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

(2) Common shares outstanding: 786,575,516; 785,295,428; and 785,280,277 at September 30, 2012, December 31, 2011, and September 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)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,495,838			3,539,376			3,577,026			3,647,459			3,152,589
Yield		1.67	%		2.11			2.35			2.59			3.28
Tax-exempt investment securities (2) (4)	$	19,503			21,408			23,559			25,566			27,903
Yield (taxable equivalent)		6.47	%		6.40			6.36			6.57			6.66
Trading account assets	$	12,343			13,647			14,975			19,107			14,601
Yield		8.27	%		6.93			7.47			4.87			5.76
Commercial loans (3) (4)	$	15,691,881			15,941,719			16,144,615			16,276,207			16,535,371
Yield		4.63	%		4.67			4.76			4.82			4.88
Consumer loans (3)	$	3,940,000			3,896,941			3,866,084			3,871,393			3,869,698
Yield		4.80	%		4.87			4.95			4.95			5.06
Allowance for loan losses	$	(446,495	)		(498,419	)		(529,669	)		(587,956	)		(632,082	)
Loans, net (3)	$	19,185,386			19,340,241			19,481,030			19,559,644			19,772,987
Yield		4.79	%		4.85			4.94			5.01			5.09
Mortgage loans held for sale	$	175,199			90,499			112,040			161,632			91,257
Yield		4.03	%		4.99			4.88			4.58			5.74
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	1,215,743			1,668,814			1,830,295			2,221,728			3,075,470
Yield		0.24	%		0.24			0.24			0.24			0.24
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	53,239			63,665			78,100			84,171			96,442
Yield		1.87	%		1.85			1.43			0.93			0.90
Total interest earning assets	$	24,157,251			24,737,650			25,117,025			25,719,307			26,231,249
Yield		4.09	%		4.14			4.22			4.23			4.28
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,344,561			3,404,540			3,540,327			3,457,677			3,302,439
Rate		0.19	%		0.22			0.25			0.26			0.30
Money market accounts	$	6,751,607			6,769,037			6,755,769			6,697,334			6,636,751
Rate		0.33	%		0.42			0.49			0.57			0.73
Savings deposits	$	557,086			557,149			534,118			516,520			521,604
Rate		0.10	%		0.11			0.12			0.12			0.13
Time deposits under $100,000	$	1,763,864			1,868,348			1,967,084			2,062,171			2,131,453
Rate		0.85	%		0.97			1.08			1.17			1.27
Time deposits over $100,000	$	2,176,488			2,336,496			2,480,044			2,710,893			2,912,476
Rate		1.11	%		1.23			1.33			1.40			1.49
Brokered money market accounts	$	186,336			222,916			223,113			236,973			325,002
Rate		0.33	%		0.33			0.28			0.27			0.39
Brokered time deposits	$	820,908			1,036,521			1,346,868			1,689,538			2,053,811
Rate		1.83	%		1.94			1.89			1.87			1.88
Total interest bearing deposits	$	15,600,850			16,195,007			16,847,323			17,371,106			17,883,536
Rate		0.54	%		0.64			0.73			0.82			0.95
Federal funds purchased and other short-term liabilities	$	350,183			368,984			296,018			329,343			368,311
Rate		0.17	%		0.18			0.24			0.26			0.28
Long-term debt	$	1,372,741			1,326,239			1,386,324			1,443,825			1,693,673
Rate		4.09	%		4.34			3.19			2.78			2.45
Total interest bearing liabilities	$	17,323,774			17,890,230			18,529,665			19,144,274			19,945,520
Rate		0.81	%		0.91			0.90			0.96			1.06
Non-interest bearing demand deposits	$	5,560,827			5,606,352			5,397,964			5,413,322			5,175,521
Net interest margin		3.51	%		3.48			3.55			3.52			3.47
Taxable equivalent adjustment	$	761			780			798			844			880

(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)	September 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	$	759,500			3.8	%	$	4,531		0.6	%
Hotels		689,196			3.5			13,278		1.9
Office Buildings		772,961			3.9			12,277		1.8
Shopping Centers		911,804			4.6			25,397		3.6
Commercial Development		279,585			1.4			46,682		6.7
Warehouses		508,770			2.6			3,348		0.5
Other Investment Property		469,081			2.4			8,795		1.3
Total Investment Properties		4,390,897			22.3			114,308		16.3
1-4 Family Construction		152,598			0.8			14,607		2.1
1-4 Family Investment Mortgage		906,744			4.6			45,103		6.4
Residential Development		367,908			1.9			74,289		10.6
Total 1-4 Family Properties		1,427,250			7.2			133,999		19.1
Land Acquisition		909,420			4.6			183,125		26.2
Total Commercial Real Estate		6,727,567			34.1			431,432		61.6
Commercial, Financial, and Agricultural		5,175,114			26.2			123,894		17.7
Owner-Occupied Real Estate		3,877,578			19.7			62,830		9.0
Total Commercial & Industrial		9,052,692			45.9			186,724		26.7
Home Equity Lines		1,572,986			8.0			21,220		3.0
Consumer Mortgages		1,399,432			7.1			52,313		7.5
Small Business		444,783			2.3			5,833		0.8
Credit Cards		257,922			1.3			—		—
Other Retail Loans		293,536			1.5			2,682		0.4
Total Retail		3,968,659			20.0			82,048		11.7
Unearned Income		(17,053	)		nm			—		nm
Total	$	19,731,865			100.0	%	$	700,204		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)	Total Loans			3Q12 vs. 2Q12			3Q12 vs. 4Q11			3Q12 vs. 3Q11
Loan Type	September 30, 2012			% change (1)			% change (1)			% change
Multi-Family	$	759,500			(13.3	)%		(4.4	)		0.9
Hotels		689,196			(9.9	)		(17.3	)		(12.7	)
Office Buildings		772,961			3.5			(0.5	)		(2.3	)
Shopping Centers		911,804			(8.2	)		(9.2	)		(9.0	)
Commercial Development		279,585			(5.0	)		(3.4	)		(7.0	)
Warehouses		508,770			18.6			5.4			2.2
Other Investment Property		469,081			10.0			5.9			1.3
Total Investment Properties		4,390,897			(2.3	)		(4.9	)		(4.5	)
1-4 Family Construction		152,598			(26.6	)		(31.2	)		(31.2	)
1-4 Family Investment Mortgage		906,744			(5.3	)		(9.5	)		(11.1	)
Residential Development		367,908			(33.1	)		(22.6	)		(24.0	)
Total 1-4 Family Properties		1,427,250			(15.2	)		(15.8	)		(17.3	)
Land Acquisition		909,420			(30.1	)		(22.6	)		(18.8	)
Total Commercial Real Estate		6,727,567			(9.1	)		(10.0	)		(9.6	)
Commercial, Financial, and Agricultural		5,175,114			10.2			2.3			5.6
Owner-Occupied Real Estate		3,877,578			3.9			0.9			(0.9	)
Total Commercial & Industrial		9,052,692			7.5			1.7			2.7
Home Equity Lines		1,572,986			(7.7	)		(3.8	)		(2.5	)
Consumer Mortgages		1,399,432			4.5			(1.2	)		(1.9	)
Small Business		444,783			63.5			64.2			64.4
Credit Cards		257,922			(6.8	)		(7.4	)		(3.7	)
Other Retail Loans		293,536			3.8			8.9			5.0
Total Retail		3,968,659			4.5			3.1			2.9
Unearned Income		(17,053	)		nm			nm			nm
Total	$	19,731,865			1.0	%		(2.3	)		(1.8	)

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

	2012					2011						3rd Quarter
	Third			Second		First		Fourth		Third		‘12 vs. ‘11
(Dollars in thousands)	Quarter			Quarter		Quarter		Quarter		Quarter		Change
Non-performing Loans	$	700,204			755,161		836,039		883,021		872,074		(19.7	)%
Other Loans Held for Sale (1)		10,019			31,306		18,317		30,156		53,074		(81.1	)
Other Real Estate		189,182			174,941		201,429		204,232		239,255		(20.9	)
Non-performing Assets		899,405			961,408		1,055,785		1,117,409		1,164,403		(22.8	)
Allowance for Loan Losses		420,404			453,325		507,794		536,494		595,383		(29.4	)
Net Charge-Offs - Quarter		96,493			98,692		94,749		113,454		138,344		(30.3	)
Net Charge-Offs / Average Loans - Quarter (2)		1.97	%		1.99		1.90		2.26		2.72
Non-performing Loans / Loans		3.55			3.84		4.21		4.40		4.34
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		4.51			4.83		5.26		5.50		5.71
Allowance / Loans		2.13			2.30		2.56		2.67		2.96
Allowance / Non-performing Loans		60.04			60.03		60.74		60.76		68.27
Allowance / Non-performing Loans (3)		131.56			136.94		128.32		124.04		145.12
Past Due Loans over 90 days and Still Accruing	$	8,972			5,863		8,388		14,521		26,860		(66.6	)%
As a Percentage of Loans Outstanding		0.05	%		0.03		0.04		0.07		0.13
Total Past Dues Loans and Still Accruing	$	108,633			91,962		144,794		149,441		199,561		(45.6	)
As a Percentage of Loans Outstanding		0.55	%		0.47		0.73		0.74		0.99
Accruing troubled debt restructurings (TDRs)	$	698,847			687,396		651,239		668,472		640,324		9.1

(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)	September 30, 2012			December 31, 2011		September 30, 2011
Tier 1 Capital	$	2,835,948			2,780,774		2,770,971
Total Risk-Based Capital		3,465,897			3,544,089		3,533,600
Tier 1 Capital Ratio		13.23	%		12.94		12.97
Tier 1 Common Equity Ratio		8.73			8.49		8.50
Total Risk-Based Capital Ratio		16.17			16.49		16.53
Tier 1 Leverage Ratio		10.97			10.08		9.87
Common Equity as a Percentage of Total Assets (2)		7.46			6.92		6.67
Tangible Common Equity as a Percentage of Tangible Assets (3)		7.35			6.81		6.56
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		8.82			8.60		8.66
Book Value Per Common Share (4) (5)		2.11			2.06		2.07
Tangible Book Value Per Common Share (3) (5)		2.07			2.02		2.03

(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