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 22, 2013

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia (State of Incorporation) 1-10312 (Commission File Number) 58-1134883 (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))

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Item 2.02    Results of Operations and Financial Condition

On January 22, 2013, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and twelve months ended December 31, 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 twelve months ended December 31, 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 January 22, 2013, 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 January 22, 2013.

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.

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Item 9.01    Financial Statements and Exhibits

(d)	Exhibits
Exhibit No.	Description
99.1	Synovus press release dated January 22, 2013
99.2	Supplemental Information prepared for use with the press release
99.3	Slide presentation prepared for use with the press release

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Signature

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

	SYNOVUS FINANCIAL CORP. (“Synovus”)
Dated: January 22, 2013	By:	/s/Samuel F. Hatcher
		Samuel F. Hatcher
		Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

For Immediate Release

Contact:	Patrick A. Reynolds
	Director of Investor Relations
	(706) 649-4973

Synovus Reports Earnings of $713 Million for Fourth Quarter of 2012

Distressed Asset Sales Drive Acceleration of Credit Quality Improvement

Results Reflect Deferred Tax Asset Recapture

Columbus, Ga., January 22, 2013 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended December 31, 2012.

Fourth Quarter Results

• Net income available to common shareholders was $712.8 million for the fourth quarter of 2012, compared to net income available to common shareholders of $16.0 million for the third quarter of 2012 and $12.8 million for the fourth quarter of 2011. Net income available to common shareholders was $775.0 million for the year ended December 31, 2012, compared to a net loss attributable to common shareholders of $118.7 million for the year ended December 31, 2011.

• Diluted net income per common share for the fourth quarter of 2012 was $0.78, compared to diluted net income per common share of $0.02 for the third quarter of 2012 and $0.01 for the fourth quarter of 2011. Diluted net income per common share for the year ended December 31, 2012 was $0.85, compared to a net loss per common share of $0.15 for the year ended December 31, 2011.

• The fourth quarter results include an income tax benefit of approximately $800 million from the recapture of substantially all of the deferred tax asset valuation allowance. The recapture of the deferred tax asset drove the $0.89 increase in tangible book value per share during the quarter to $2.96.

• The fourth quarter results also reflect the successful completion of distressed asset sales of approximately $545 million, including the execution of a bulk sale effective December 10, 2012. The fourth quarter distressed asset dispositions resulted in a pre-tax charge of approximately $157 million.

“Our fourth quarter performance represents another huge step forward for our company,” said Kessel D. Stelling, Chairman and CEO of Synovus. “The recapture of the deferred tax asset is a significant milestone that reflects years of progress and further demonstrates our company’s return to a position of strength. Additionally, the successful execution of the bulk sale during the fourth quarter accelerates credit quality improvement and also enhances our future financial performance.”

Core Performance

Pre-tax, pre-credit costs income was $108.0 million for the fourth quarter of 2012, down $3.5 million from $111.5 million for the third quarter of 2012.

• Net interest income was $207.5 million for the fourth quarter of 2012, down $4.9 million from $212.3 million in the previous quarter.

• The net interest margin was 3.45%, down six basis points from the third quarter of 2012, due to a decline in the yield on earning assets of ten basis points partially offset by the decline in the effective cost of funds of four basis points.

• Total non-interest income was $80.1 million for the fourth quarter of 2012, up $6.9 million, compared to $73.2 million in the third quarter of 2012.

• Non-interest income, excluding net investment securities gains, was up $5.3 million from the previous quarter.

• Financial Management Services revenue, which includes fiduciary and asset management fees, brokerage revenue, and insurance revenue, was up $1.0 million from the third quarter of 2012.

• Service charges on deposit accounts were up $0.5 million from the previous quarter.

• Total reported non-interest expense was $213.3 million for the fourth quarter of 2012 compared to $191.5 million for the previous quarter.

• Core expenses (excludes Visa indemnification charges, restructuring charges and other credit costs) were up $4.0 million from the third quarter of 2012.

• Salaries and other personnel expenses increased $1.7 million from the previous quarter, due primarily to incentive compensation expenses.

• Professional fees were $2.0 million higher than the previous quarter.

“We have made substantial progress in aligning our operating costs with the current size of our organization,” said Stelling. “Core expenses decreased by $25.1 million and $95.3 million in 2012 and 2011, respectively, reflecting the impact of the efficiency initiatives implemented during those two years. We have identified new expense savings initiatives of approximately $30 million, with the implementation of these initiatives already underway and continuing throughout 2013. We remain keenly focused on improving efficiency while we also strategically invest in talent and infrastructure that drive growth and improve our customers’ experience.”

Balance Sheet Fundamentals

• Total reported loans declined by $190.2 million during the fourth quarter driven by distressed loan sales of approximately $475 million.

• On a sequential quarter basis, net loan growth was approximately $345 million for the fourth quarter, compared to approximately $240 million during the third quarter of 2012 and approximately $167 million during the fourth 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 $205 million compared to the previous quarter and up approximately $583 million over the previous year.

• Total deposits ended the quarter at $21.1 billion, up $210.2 million from the previous quarter due primarily to increases in NOW account balances and non-interest bearing demand deposits.

• Core deposits ended the quarter at $20.0 billion, up $37.4 million compared to the third quarter of 2012. Core deposits, excluding time deposits, increased $225.2 million compared to the previous quarter.

• The effective cost of core deposits (includes non-interest bearing deposits) continued to decline, with an effective cost of 30 basis points for the fourth quarter of 2012, down from 34 basis points for the previous quarter and 53 basis points for the fourth quarter of 2011.

Credit Trends

• Distressed asset sales were approximately $545 million during the fourth quarter, compared to approximately $110 million in the third quarter of 2012, and approximately $147 million in the fourth quarter of 2011.

• Non-performing loan inflows were $262.7 million in the fourth quarter of 2012, up from $114.8 million in the third quarter of 2012 and $189.2 million in the fourth quarter of 2011. Inflows increased during the fourth quarter of 2012 due to the addition of one larger credit relationship to non-performing status. Substantially all of this relationship was previously classified as substandard accruing, and therefore had minimal impact on classified assets during the quarter.

• Non-performing loans, excluding loans held for sale, were $543.3 million at December 31, 2012, down $156.9 million from the previous quarter, and down $339.7 million or 38.5% from the fourth quarter of 2011. The non-performing loan ratio was 2.78% at December 31, 2012, down from 3.55% at the end of the previous quarter and 4.40% at December 31, 2011.

• Total non-performing assets were $703.1 million at December 31, 2012, down $196.3 million from the previous quarter, and down $414.3 million or 37.1% from the fourth quarter of 2011. The non-performing asset ratio was 3.57% at December 31, 2012, compared to 4.51% at the end of the previous quarter and 5.50% at December 31, 2011.

• Synovus Bank’s classified assets, as a percentage of Tier 1 capital and the allowance for loan losses, declined to 38.0% at December 31, 2012, down from 50.7% at September 30, 2012 and 62.5% at December 31, 2011. Synovus Financial Corp’s classified asset ratio was 44.8% at December 31, 2012.

• Total delinquencies (consisting of loans 30 or more days past due and still accruing) were 0.54% of total loans at December 31, 2012, compared to 0.55% at September 30, 2012, and 0.74% at December 31, 2011. Total loans past due 90 days or more and still accruing were 0.03% at December 31, 2012, compared to 0.05% at September 30, 2012, and 0.07% at December 31, 2011.

• Total credit costs were $185.8 million in the fourth quarter of 2012, up from $85.6 million in the third quarter of 2012 and $90.5 million in the fourth quarter of 2011, primarily due to the distressed asset sales in the fourth quarter of 2012.

• Net charge-offs were $193.5 million in the fourth quarter of 2012, up from $96.5 million in the third quarter of 2012 and $113.5 million in the fourth quarter of 2011, due to the higher level of distressed asset sales during the fourth quarter. The annualized net charge-off ratio was 3.94% in the fourth quarter, up from 1.97% in the previous quarter and 2.26% in the fourth quarter of 2011.

Capital Ratios

• Tangible Common Equity/Tangible Assets ratio was 9.67% at December 31, 2012 compared to 7.35% at September 30, 2012.

• Tier 1 Common Equity ratio was 8.72% at December 31, 2012 compared to 8.73% at September 30, 2012.

• Tier 1 Capital ratio was 13.24% at December 31, 2012 compared to 13.23% at September 30, 2012.

• Tier 1 Leverage ratio was 11.00% at December 31, 2012 compared to 10.97% at September 30, 2012.

• Total Risk Based Capital ratio was 16.18% at December 31, 2012 compared to 16.16% at September 30, 2012.

Stelling concluded, “While we are certainly mindful of the continued headwinds facing our entire industry, including slow growth as well as economic and political uncertainty, we are encouraged by our momentum heading into 2013. Our deferred tax asset recapture and a successful bulk sale are behind us, and we expect to repay TARP by the end of this year. Our customers remain our primary focus, and the efforts of our dedicated bankers, along with our relationship style of banking, continue to drive improved performance across our footprint, as evidenced by net loan growth of $345.4 million for the fourth quarter and $588.8 million for the year. We also saw positive growth trends in mortgage and investment services during 2012, and our Family Asset Management team was recently recognized by Bloomberg Markets Magazine as one of the ‘Top 50 Family Offices’ in the world. This has been a transformational year for our company, and I want to thank all of our team members for their loyalty, perseverance, and intense passion for serving our customers and communities. I also want to thank our customers for their continued trust and confidence in us. We look forward to earning the right to be their bank for many years to come.”

Synovus will host an earnings highlights conference call at 8:30 a.m. EST on January 22, 2013. 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 $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 and key credit metrics (including classified assets and NPL inflows), deposits, loan growth and our loan portfolio; expectations on growth and future profitability; expectations regarding the deferred tax asset, including realization of the net deferred tax asset and on our ability to include all of the deferred tax asset in future regulatory capital; our expectations regarding repayment of our obligations under TARP; expectations regarding the impact of our ongoing efficiency initiatives and future cost savings; 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, Tier 1 common equity ratio, tangible common equity to tangible assets ratio, tangible book value per common share, pre-tax, pre-credit costs income, core expenses, non-interest income excluding investment securities gains, net 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, book value per common share, 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, book value per common share, (loss) income 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, Tier 1 common equity ratio, tangible common equity to tangible assets ratio, tangible book value per common share, pre-tax, pre-credit costs income, core expenses, non-interest income excluding investment gains, net and net sequential quarter loan growth (decline) and the reconciliation of these measures to total deposits, total shareholders’ equity to total assets ratio, book value per common share, (loss) income 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)	4Q12			3Q12			2Q12			1Q12			4Q11
Core deposits
Core deposits excluding time deposits
Total deposits	$	21,057,044			20,846,830			21,565,065			22,137,702			22,411,752
Subtract: Brokered deposits		(1,092,749	)		(919,959	)		(1,148,892	)		(1,406,709	)		(1,783,174	)
Core deposits		19,964,295			19,926,871			20,416,173			20,730,993			20,628,578
Subtract: Time deposits		(3,583,305	)		(3,771,117	)		(4,097,834	)		(4,302,292	)		(4,591,164	)
Core deposits excluding time deposits	$	16,380,990			16,155,754			16,318,339			16,428,701			16,037,414
Tangible common equity to tangible assets ratio
Tangible book value per common share
Total assets	$	26,763,468			25,764,644			26,294,110			27,064,792			27,162,845
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(5,149	)		(5,895	)		(6,693	)		(7,589	)		(8,525	)
Tangible assets	$	26,733,888			25,734,318			26,262,986			27,032,772			27,129,889
Total shareholders’ equity	$	3,572,887			2,875,700			2,853,389			2,821,763			2,827,452
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(5,149	)		(5,895	)		(6,693	)		(7,589	)		(8,525	)
Subtract: Series A Preferred Stock, no par value		(957,327	)		(954,690	)		(952,093	)		(949,536	)		(947,017	)
Tangible common equity	$	2,585,980			1,890,684			1,870,172			1,840,207			1,847,479
Subtract: tMeds		(260,083	)		(260,083	)		(260,083	)		(260,083	)		(260,083	)
Tangible common equity excluding tMeds	$	2,325,897			1,630,601			1,610,089			1,580,124			1,587,396
Shares outstanding	$	786,579			786,576			786,576			786,575			785,295
Total shareholders’ equity to total assets ratio		13.35	%		11.16			10.85			10.43			10.41
Tangible common equity to tangible assets ratio		9.67	%		7.35			7.12			6.81			6.81
Book value per common share	$	2.99			2.11			2.09			2.05			2.06
Tangible book value per common share	$	2.96			2.07			2.05			2.01			2.02
Tier 1 Common Equity Ratio
Total shareholders’ equity	$	3,572,887			2,875,700			2,853,389			2,821,763			2,827,452
Subtract/Add: Accumulated other comprehensive (income) loss		(4,101	)		(16,156	)		(7,003	)		2,195			(21,093	)
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(5,149	)		(5,895	)		(6,693	)		(7,589	)		(8,525	)
Subtract: Disallowed deferred tax assets(1)		(714,226	)		—			—			—			—
Other items		6,981			6,730			7,225			7,856			7,371
Tier 1capital	$	2,831,961			2,835,948			2,822,487			2,799,794			2,780,774
Subtract: Qualifying trust preferred securities		(10,000	)		(10,000	)		(10,000	)		(10,000	)		(10,000	)
Subtract: Series A Preferred Stock		(957,327	)		(954,690	)		(952,093	)		(949,536	)		(947,017	)
Tier 1 common equity	$	1,864,634			1,871,258			1,860,394			1,840,258			1,823,757
Risk weighted assets		21,387,614	(2)		21,439,000			21,146,000			21,230,000			21,487,000
Tier 1 common equity ratio		8.72	%		8.73			8.80			8.67			8.49
Pre-tax, Pre-credit Costs Income
(Loss) income before income taxes	$	(72,299	)		30,514			37,347			35,916			26,979
Add: Provision for losses on loans		146,526			63,572			44,222			66,049			54,565
Add: Other credit costs(3)		39,236			22,046			26,119			24,849			35,962
Add: Restructuring charges		1,969			1,192			1,393			858			639
Subtract: Investment securities gains, net		(8,233	)		(6,656	)		(4,170	)		(20,083	)		(10,337	)
Add: Visa indemnification charges		757			833			1,734			2,979			5,942
Pre-tax, pre-credit costs income	$	107,956			111,501			106,645			110,568			113,750
Non-interest income excluding investment securities gains, net
Total non-interest income	$	80,117			73,233			76,477			84,139			73,470
Subtract: Investment securities gains, net		(8,233	)		(6,656	)		(4,170	)		(20,083	)		(10,337	)
Non-interest income excluding investment securities gains, net	$	71,884			66,577			72,307			64,056			63,133

Reconciliation of Non-GAAP Financial Measures (continued)

(in thousands)	4Q12			3Q12			2Q12			1Q12			4Q11
Net sequential quarter loan growth (decline)
Sequential quarter growth (decline) in total loans	$	(190,175	)		51,739			(163,571	)		(236,115	)		(22,273	)
Add: Transfers to other loans held for sale		479,016			70,464			109,589			97,199			74,265
Add: Foreclosures		33,572			42,961			30,087			48,127			36,331
Add: Charge-offs excluding transfers to other loans held for sale		22,940			74,400			53,075			65,498			78,443
Net sequential quarter loan growth (decline)	$	345,354			239,564			29,180			(25,291	)		166,766
Core Expenses
Total non-interest expense	$	213,346			191,492			208,264			203,133			219,082
Subtract: Other credit costs(3)		(39,236	)		(22,046	)		(26,119	)		(24,849	)		(35,962	)
Subtract: Restructuring charges		(1,969	)		(1,192	)		(1,393	)		(858	)		(639	)
Subtract: Visa indemnification charges		(757	)		(833	)		(1,734	)		(2,979	)		(5,942	)
Core expenses	$	171,384			167,421			179,018			174,447			176,539

(dollars in thousands)	2012			2011			2010
Core Expenses
Total non-interest expense	$	816,237			903,765			1,009,576
Subtract: Other credit costs(3)		(112,250	)		(149,292	)		(198,425	)
Subtract: Restructuring charges		(5,412	)		(30,665	)		(5,538	)
Subtract: Visa indemnification charges		(6,304	)		(6,038	)		—
Add / Subtract: curtailment gain (loss)		—			(398	)		7,092
Core expenses	$	692,271			717,372			812,705

(1) Only one year of projected future taxable income may be applied in calculating deferred tax assets for regulatory capital purposes.

(2) Preliminary

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

###

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)

	Twelve Months Ended
	December 31,
	2012			2011			Change
Interest income	$	1,004,140			1,141,756			(12.1	)%
Interest expense		150,023			217,602			(31.1	)
Net interest income		854,117			924,154			(7.6	)
Provision for loan losses		320,369			418,795			(23.5	)
Net interest income after provision for loan losses		533,748			505,359			5.6
Non-interest income:
Service charges on deposit accounts		78,203			78,770			(0.7	)
Fiduciary and asset management fees		42,503			45,809			(7.2	)
Brokerage revenue		26,913			26,006			3.5
Mortgage banking income		32,272			20,316			58.9
Bankcard fees		34,075			41,493			(17.9	)
Investment securities gains, net		39,142			75,007			(47.8	)
Other fee income		21,138			19,953			5.9
Increase (decrease) in fair value of private equity investments, net		8,233			(1,118	)		nm
Other non-interest income		31,487			32,638			(3.5	)
Total non-interest income		313,966			338,874			(7.4	)
Non-interest expense:
Salaries and other personnel expense		375,872			371,546			1.2
Net occupancy and equipment expense		105,575			114,037			(7.4	)
FDIC insurance and other regulatory fees		45,408			59,063			(23.1	)
Foreclosed real estate expense, net		90,655			133,570			(32.1	)
Losses (gains) on other loans held for sale, net		4,681			(2,737	)		nm
Professional fees		41,307			40,585			1.8
Data processing expense		33,440			35,757			(6.5	)
Visa indemnification charges		6,304			6,038			4.4
Restructuring charges		5,412			30,665			(82.4	)
Other operating expenses		107,583			115,241			(6.6	)
Total non-interest expense		816,237			903,765			(9.7	)
Income (loss) before income taxes		31,477			(59,532	)		nm
Income tax (benefit) expense		(802,188	)		1,312			nm
Net income (loss)		833,665			(60,844	)		nm
Net loss attributable to non-controlling interest		—			(220	)		nm
Net income (loss) available to controlling interest		833,665			(60,624	)		nm
Dividends and accretion of discount on preferred stock		58,703			58,088			1.1
Net income (loss) available to common shareholders	$	774,962			(118,712	)		nm
Basic EPS
Net income (loss) available to common shareholders		0.99			(0.15	)		nm
Diluted EPS
Net income (loss) available to common shareholders		0.85			(0.15	)		nm
Cash dividends declared per common share		0.04			0.04			—
Return on average assets		3.16	%		(0.21	)		nm
Return on average common equity		40.65			(6.04	)		nm
Average common shares outstanding - basic		786,466			785,272			0.2	%
Average common shares outstanding - diluted		910,102			785,272			nm

nm - not meaningful

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)

	2012												2011			4th Quarter
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter			’12 vs. ’11 Change
Interest income	$	240,000			247,676			253,809			262,654			273,303			(12.2	)%
Interest expense		32,544			35,331			40,453			41,695			46,147			(29.5	)
Net interest income		207,456			212,345			213,356			220,959			227,156			(8.7	)
Provision for loan losses		146,526			63,572			44,222			66,049			54,565			168.5
Net interest income after provision for loan losses		60,930			148,773			169,134			154,910			172,591			(64.7	)
Non-interest income:
Service charges on deposit accounts		20,883			20,404			18,684			18,231			19,175			8.9
Fiduciary and asset management fees		10,537			10,340			10,792			10,835			10,763			(2.1	)
Brokerage revenue		7,127			6,844			6,295			6,647			6,939			2.7
Mortgage banking income		9,025			9,261			7,983			6,003			4,847			86.2
Bankcard fees		10,137			7,866			8,493			7,579			7,150			41.8
Investment securities gains, net		8,233			6,656			4,170			20,083			10,337			(20.4	)
Other fee income		6,211			5,276			4,951			4,700			4,310			44.1
Increase (decrease) in fair value of private equity investments, net		1,805			(944	)		7,279			93			(177	)		nm
Other non-interest income		6,159			7,530			7,830			9,968			10,126			(39.2	)
Total non-interest income		80,117			73,233			76,477			84,139			73,470			9.0
Non-interest expense:
Salaries and other personnel expense		94,901			93,177			95,173			92,622			93,115			1.9
Net occupancy and equipment expense		26,063			26,647			26,159			26,706			27,338			(4.7	)
FDIC insurance and other regulatory fees		8,237			9,205			13,302			14,663			13,238			(37.8	)
Foreclosed real estate expense, net		34,978			11,997			20,708			22,972			31,853			9.8
Losses (gains) on other loans held for sale, net		675			4,104			(1,058	)		959			(145	)		nm
Professional fees		12,037			10,074			9,929			9,267			10,321			16.6
Data processing expense		8,420			8,284			8,712			8,024			8,532			(1.3	)
Visa indemnification charges		757			833			1,734			2,979			5,942			(87.3	)
Restructuring charges		1,969			1,192			1,393			858			639			208.1
Other operating expenses		25,309			25,979			32,212			24,083			28,249			(10.4	)
Total non-interest expense		213,346			191,492			208,264			203,133			219,082			(2.6	)
(Loss) income before income taxes		(72,299	)		30,514			37,347			35,916			26,979			nm
Income tax benefit		(799,795	)		(211	)		(2,105	)		(77	)		(378	)		nm
Net income		727,496			30,725			39,452			35,993			27,357			nm
Dividends and accretion of discount on preferred stock		14,736			14,695			14,649			14,624			14,578			1.1
Net income available to common shareholders	$	712,760			16,030			24,803			21,369			12,779			nm
Basic EPS
Net income available to common shareholders		0.91			0.02			0.03			0.03			0.02			nm
Diluted EPS
Net income available to common shareholders		0.78			0.02			0.03			0.02			0.01			nm
Cash dividends declared per common share		0.01			0.01			0.01			0.01			0.01			—
Return on average assets *		11.19	%		0.47	%		0.59	%		0.53	%		0.39			nm
Return on average common equity *		150.19			3.30			5.23			4.49			2.66			nm
Average common shares outstanding - basic		786,576			786,576			786,576			786,135			785,289			0.2	%
Average common shares outstanding - diluted		911,251			910,396			909,761			908,986			911,253			(0.0	)

nm - not meaningful

* - ratios are annualized

Synovus

BALANCE SHEET DATA

(Unaudited)

(In thousands, except share data)

	December 31, 2012			September 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	614,630			454,028			510,423
Interest bearing funds with Federal Reserve Bank		1,498,390			815,156			1,567,006
Interest earning deposits with banks		23,442			27,215			13,590
Federal funds sold and securities purchased under resale agreements		113,517			116,318			158,916
Trading account assets, at fair value		11,102			5,953			16,866
Mortgage loans held for sale, at fair value		212,663			246,224			161,509
Other loans held for sale		10,690			11,254			30,156
Investment securities available for sale, at fair value		2,981,112			3,229,440			3,690,125
Loans, net of deferred fees and costs		19,541,690			19,731,865			20,079,813
Allowance for loan losses		(373,405	)		(420,404	)		(536,494	)
Loans, net		19,168,285			19,311,461			19,543,319
Premises and equipment, net		479,546			475,222			486,923
Goodwill		24,431			24,431			24,431
Other intangible assets, net		5,149			5,895			8,525
Other real estate		150,271			189,182			204,232
Net deferred income tax asset		810,144			1,985			2,138
Other assets		660,096			850,880			744,686
Total assets	$	26,763,468			25,764,644			27,162,845
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	5,665,527			5,503,288			5,366,868
Interest bearing deposits, excluding brokered deposits		14,298,768			14,423,583			15,261,710
Brokered deposits		1,092,749			919,959			1,783,174
Total deposits		21,057,044			20,846,830			22,411,752
Federal funds purchased and securities sold under repurchase agreements		201,243			165,865			313,757
Long-term debt		1,726,455			1,654,183			1,364,727
Other liabilities		205,839			222,066			245,157
Total liabilities		23,190,581			22,888,944			24,335,393
Equity:
Shareholders’ equity:
Series A Preferred Stock, no par value (1)		957,327			954,690			947,017
Common stock, par value $1.00 (2)		792,273			792,269			790,989
Additional paid-in capital		2,189,874			2,202,903			2,241,171
Treasury stock, at cost (3)		(114,176	)		(114,176	)		(114,176	)
Accumulated other comprehensive income		4,101			16,156			21,093
Accumulated deficit		(256,512	)		(976,142	)		(1,058,642	)
Total shareholders’ equity		3,572,887			2,875,700			2,827,452
Total liabilities and shareholders’ equity	$	26,763,468			25,764,644			27,162,845

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

(2) Common shares outstanding: 786,579,240; 786,575,516; and 785,295,428 at December 31, 2012, September 30, 2012, and December 31, 2011, respectively.

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

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)

(Unaudited)

(Dollars in thousands)

	2012												2011
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,069,000			3,495,838			3,539,376			3,577,026			3,647,459
Yield		1.62	%		1.67			2.11			2.35			2.59
Tax-exempt investment securities (2) (4)	$	17,377			19,503			21,408			23,559			25,566
Yield (taxable equivalent)		6.59	%		6.47			6.40			6.36			6.57
Trading account assets	$	9,600			12,343			13,647			14,975			19,107
Yield		8.04	%		8.27			6.93			7.47			4.87
Commercial loans (3) (4)	$	15,692,588			15,691,881			15,941,719			16,144,615			16,276,207
Yield		4.48	%		4.63			4.67			4.76			4.82
Consumer loans (3)	$	3,992,986			3,940,000			3,896,941			3,866,084			3,871,393
Yield		4.77	%		4.80			4.87			4.95			4.95
Allowance for loan losses	$	(405,237	)		(446,495	)		(498,419	)		(529,669	)		(587,956	)
Loans, net (3)	$	19,280,337			19,185,386			19,340,241			19,481,030			19,559,644
Yield		4.65	%		4.79			4.85			4.94			5.01
Mortgage loans held for sale	$	208,839			175,199			90,499			112,040			161,632
Yield		3.72	%		4.03			4.99			4.88			4.58
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	1,366,422			1,215,743			1,668,814			1,830,295			2,221,728
Yield		0.24	%		0.24			0.24			0.24			0.24
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	66,630			53,239			63,665			78,100			84,171
Yield		2.03	%		1.87			1.85			1.43			0.93
Total interest earning assets	$	24,018,205			24,157,251			24,737,650			25,117,025			25,719,307
Yield		3.99	%		4.09			4.14			4.22			4.23
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,872,025			3,344,561			3,404,540			3,540,327			3,457,677
Rate		0.18	%		0.19			0.22			0.25			0.26
Money market accounts	$	6,251,374			6,751,607			6,769,037			6,755,769			6,697,334
Rate		0.33	%		0.33			0.42			0.49			0.57
Savings deposits	$	558,726			557,086			557,149			534,118			516,520
Rate		0.10	%		0.10			0.11			0.12			0.12
Time deposits under $100,000	$	1,648,554			1,763,864			1,868,348			1,967,084			2,062,171
Rate		0.74	%		0.85			0.97			1.08			1.17
Time deposits over $100,000	$	2,015,582			2,176,488			2,336,496			2,480,044			2,710,893
Rate		0.99	%		1.11			1.23			1.33			1.40
Brokered money market accounts	$	180,216			186,336			222,916			223,113			236,973
Rate		0.34	%		0.33			0.33			0.28			0.27
Brokered time deposits	$	800,434			820,908			1,036,521			1,346,868			1,689,538
Rate		1.42	%		1.83			1.94			1.89			1.87
Total interest bearing deposits	$	15,326,911			15,600,850			16,195,007			16,847,323			17,371,106
Rate		0.47	%		0.54			0.64			0.73			0.82
Federal funds purchased and other short-term liabilities	$	266,431			350,183			368,984			296,018			329,343
Rate		0.16	%		0.17			0.18			0.24			0.26
Long-term debt	$	1,740,588			1,372,741			1,326,239			1,386,324			1,443,825
Rate		3.27	%		4.09			4.34			3.19			2.78
Total interest bearing liabilities	$	17,333,930			17,323,774			17,890,230			18,529,665			19,144,274
Rate		0.75	%		0.81			0.91			0.90			0.96
Non-interest bearing demand deposits	$	5,466,312			5,560,827			5,606,352			5,397,964			5,413,322
Net interest margin		3.45	%		3.51			3.48			3.55			3.52
Taxable equivalent adjustment	$	766			761			780			798			844

(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, 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	$	796,110			4.1	%	$	8,129		1.5	%
Hotels		655,263			3.3			4,902		0.9
Office Buildings		773,881			4.0			4,855		0.9
Shopping Centers		896,869			4.6			9,373		1.7
Commercial Development		226,513			1.2			51,462		9.5
Warehouses		538,157			2.7			2,898		0.5
Other Investment Property		489,325			2.5			10,248		1.9
Total Investment Properties		4,376,118			22.4			91,867		16.9
1-4 Family Construction		130,841			0.7			7,633		1.4
1-4 Family Investment Mortgage		865,801			4.4			26,985		5.0
Residential Development		282,463			1.4			37,960		7.0
Total 1-4 Family Properties		1,279,105			6.5			72,578		13.4
Land Acquisition		794,229			4.1			191,475		35.2
Total Commercial Real Estate		6,449,452			33.0			355,920		65.5
Commercial , Financial, and Agricultural		5,301,134			27.1			79,575		14.6
Owner-Occupied Real Estate		3,800,380			19.4			43,386		8.0
Total Commercial & Industrial		9,101,514			46.5			122,961		22.6
Home Equity Lines		1,542,397			7.9			16,741		3.1
Consumer Mortgages		1,394,248			7.1			38,630		7.1
Credit Cards		263,561			1.3			—		—
Other Retail Loans		810,891			4.2			9,081		1.7
Total Retail		4,011,097			20.5			64,452		11.9
Unearned Income		(20,373	)		nm			—		nm
Total	$	19,541,690			100.0	%	$	543,333		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)

	Total Loans						4Q12 vs. 3Q12						4Q12 vs. 4Q11
Loan Type	December 31, 2012			September 30, 2012			% change (1)			December 31, 2011			% change
Multi-Family	$	796,110			759,500			19.2	%	$	785,672			1.3	%
Hotels		655,263			689,196			(19.6	)		791,444			(17.2	)
Office Buildings		773,881			772,961			0.5			775,671			(0.2	)
Shopping Centers		896,869			918,224			(9.3	)		979,288			(8.4	)
Commercial Development		226,513			279,585			(75.5	)		286,954			(21.1	)
Warehouses		538,157			508,770			23.0			489,086			10.0
Other Investment Property		489,325			474,228			12.7			449,198			8.9
Total Investment Properties		4,376,118			4,402,464			(2.4	)		4,557,313			(4.0	)
1-4 Family Construction		130,841			152,598			(56.7	)		199,088			(34.3	)
1-4 Family Investment Mortgage		865,801			906,744			(18.0	)		976,552			(11.3	)
Residential Development		282,463			367,908			(92.4	)		442,844			(36.2	)
Total 1-4 Family Properties		1,279,105			1,427,250			(41.3	)		1,618,484			(21.0	)
Land Acquisition		794,229			909,420			(50.4	)		1,094,821			(27.5	)
Total Commercial Real Estate		6,449,452			6,739,134			(17.1	)		7,270,618			(11.3	)
Commercial , Financial, and Agricultural		5,301,134			5,163,546			10.6			5,088,420			4.2
Owner-Occupied Real Estate		3,800,380			3,877,578			(7.9	)		3,852,854			(1.4	)
Total Commercial & Industrial		9,101,514			9,041,124			2.7			8,941,274			1.8
Home Equity Lines		1,542,397			1,572,986			(7.7	)		1,619,585			(4.8	)
Consumer Mortgages		1,394,248			1,399,432			(1.5	)		1,411,749			(1.2	)
Credit Cards		263,561			257,922			8.7			273,098			(3.5	)
Other Retail Loans		810,891			738,320			39.1			575,475			40.9
Total Retail		4,011,097			3,968,660			4.3			3,879,907			3.4
Unearned Income		(20,373	)		(17,053	)		77.5			(11,986	)		70.0
Total	$	19,541,690			19,731,865			(3.8	)%	$	20,079,813			(2.7	)%

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

(Dollars in thousands)

	2012					2011						4th Quarter
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter		’12 vs. ’11 Change
Non-performing Loans	$	543,333			700,204		755,161		836,039		883,021		(38.5	)%
Other Loans Held for Sale (1)		9,455			10,019		31,306		18,317		30,156		(68.6	)
Other Real Estate		150,271			189,182		174,941		201,429		204,232		(26.4	)
Non-performing Assets		703,059			899,405		961,408		1,055,785		1,117,409		(37.1	)
Allowance for Loan Losses		373,405			420,404		453,325		507,794		536,494		(30.4	)
Net Charge-Offs - Quarter		193,525			96,493		98,691		94,749		113,454		70.6
Net Charge-Offs / Average Loans - Quarter (2)		3.94	%		1.97		1.99		1.90		2.26
Non-performing Loans / Loans		2.78			3.55		3.84		4.21		4.40
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		3.57			4.51		4.83		5.26		5.50
Allowance / Loans		1.91			2.13		2.30		2.56		2.67
Allowance / Non-performing Loans		68.72			60.04		60.03		60.74		60.76
Allowance / Non-performing Loans (3)		93.58			131.56		136.94		128.32		124.04
Past Due Loans over 90 days and Still Accruing	$	6,811			8,972		5,863		8,388		14,521		(53.1	)%
As a Percentage of Loans Outstanding		0.03	%		0.05		0.03		0.04		0.07
Total Past Dues Loans and Still Accruing	$	104,825			108,633		91,962		144,794		149,442		(29.9	)
As a Percentage of Loans Outstanding		0.54	%		0.55		0.47		0.73		0.74
Accruing troubled debt restructurings (TDRs)	$	674,527			698,847		687,396		651,239		668,472		0.9

(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, 2012			December 31, 2011
Tier 1 Capital	$	2,831,960			2,780,774
Total Risk-Based Capital		3,460,710			3,544,089
Tier 1 Capital Ratio		13.24	%		12.94
Tier 1 Common Equity Ratio		8.72			8.49
Total Risk-Based Capital Ratio		16.18			16.49
Tier 1 Leverage Ratio		11.00			10.08
Common Equity as a Percentage of Total Assets (2)		9.77			6.92
Tangible Common Equity as a Percentage of Tangible Assets (3)		9.67			6.81
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		12.09			8.60
Book Value Per Common Share (4) (5)		2.99			2.06
Tangible Book Value Per Common Share (3) (5)		2.96			2.02

(1) Current quarter regulatory capital information is preliminary.

(2) Common equity consists of Total Shareholders’ Equity less Series A Preferred 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 Series A 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