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

April 23, 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 April 23, 2013, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three months ended March 31, 2013.

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 months ended March 31, 2013 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 April 23, 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 April 23, 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 April 23, 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: April 23, 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 for First Quarter of 2013

Significant Improvements in Credit Quality and Expense Reductions Drive

Pre-tax Income of $47 Million; Highest Level in Five Years

COLUMBUS, Ga., April 23, 2013 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended March 31, 2013.

First Quarter Results

— Pre-tax income increased to $46.6 million for the first quarter of 2013, up 29.6% from $35.9 million in the first quarter of 2012. Excluding the impact of restructuring charges, pre-tax income was $51.4 million.

— Net income available to common shareholders was $14.8 million for the first quarter of 2013, compared to $709.3 million for the fourth quarter of 2012 and $21.4 million for the first quarter of 2012. Diluted net income per common share for the first quarter of 2013 was $0.02, compared to $0.78 for the fourth quarter of 2012 and $0.02 for the first quarter of 2012.

^¡   The first quarter of 2013 results included restructuring charges of $4.9 million and income tax expense of $17.0 million.

^¡   The fourth quarter of 2012 results included investment securities gains of $8.2 million, approximately $157 million in pre-tax charges from distressed asset dispositions, and an income tax benefit of $796.3 million primarily from the deferred tax asset recapture.

^¡   The first quarter of 2012 results included securities gains of $20.1 million and income tax benefit of $77 thousand.

— Credit costs fell to the lowest level in more than five years to $49.3 million for the first quarter of 2013, compared to $185.8 million for the fourth quarter of 2012 and $90.9 million for the first quarter of 2012.

— Total non-interest expense was $182.3 million for the first quarter of 2013, down 14.6% from the fourth quarter of 2012 and down 10.3% from the first quarter of 2012.

“Pre-tax income reached $47 million, the highest level in five years, led by significant reductions in credit costs and operating expenses,” said Kessel D. Stelling, Chairman and CEO of Synovus. “We achieved broad-based credit quality improvement during the quarter, including a 40% reduction in non-performing loan inflows from the first quarter of last year. Our keen focus on expense management continues, and our initiatives to reduce core expenses by $30 million in 2013 are well on track.”

Core Performance

Pre-tax, pre-credit costs income was $100.7 million for the first quarter of 2013, down $7.3 million from $108.0 million for the fourth quarter of 2012.

— Net interest income was $199.8 million for the first quarter of 2013, down $7.6 million from $207.5 million in the previous quarter, primarily due to two fewer days in the quarter.

— The net interest margin was 3.43%, down two basis points from the fourth quarter of 2012, due to a decline in the yield on earning assets of four basis points partially offset by a decline in the effective cost of funds of two basis points.

— Total non-interest income was $64.7 million for the first quarter of 2013, down $15.4 million, compared to $80.1 million for the fourth quarter of 2012.

— Non-interest income, excluding net investment securities gains, was $64.7 million, down $7.2 million from the previous quarter.

^¡   Bankcard fees declined $3.1 million due primarily to a one-time benefit of $2.2 million recorded the previous quarter from a change in the debit card rewards program as well as seasonality.

^¡   Mortgage banking income declined $2.1 million.

^¡   Service charges on deposit accounts declined $1.4 million, impacted by two fewer business days in the quarter.

^¡   Fiduciary and asset management fees increased $0.4 million.

^¡   Brokerage revenue increased $0.5 million.

— Core expenses (excludes Visa indemnification charges, restructuring charges, and other credit costs) were $163.8 million, down $7.6 million from $171.4 million for the fourth quarter of 2012.

^¡   Salaries and other personnel expenses were down $1.0 million from the previous quarter, due primarily to a decrease in salaries of $5.4 million, partially offset by a seasonal increase in payroll taxes of $3.0 million and a $1.2 million increase in employee insurance.

^¡   Professional fees were $4.9 million lower than the previous quarter.

“While facing a challenging lending environment, we are optimistic about our pipeline and increasing levels of loan commitments, and expect modest loan growth for the remainder of 2013,” said Stelling. “Our bankers remain focused on building total relationships and providing needs-based financial solutions, as demonstrated by the first quarter increase in brokerage and fiduciary and asset management revenues.”

Balance Sheet Fundamentals

— Total reported loans ended the quarter at $19.4 billion, a $173.8 million decline from the fourth quarter of 2012.

— On a sequential quarter basis, the net loan decline was $51.6 million for the first quarter, compared to net loan growth of $345.4 million during the fourth quarter of 2012. Net loan growth (decline) excludes the impact of transfers to loans held-for-sale, charge-offs, and foreclosures.

— Loans outstanding from the Corporate Banking Group were up approximately $158 million compared to the previous quarter and up approximately $664 million over the first quarter of the previous year.

— Total deposits ended the quarter at $20.6 billion, down $495.9 million from the previous quarter due primarily to decreases in non-interest bearing demand deposits and NOW account balances.

— Core deposits ended the quarter at $19.2 billion, down $735.7 million compared to the fourth quarter of 2012. Core deposits, excluding time deposits, decreased $634.6 million compared to the previous quarter.

— The effective cost of core deposits (includes non-interest bearing deposits) was 30 basis points for the first quarter of 2013, unchanged from the fourth quarter of 2012, and down from 47 basis points for the first quarter of 2012.

Credit Trends

— Total credit costs were $49.3 million in the first quarter of 2013, down from $185.8 million in the fourth quarter of 2012 and $90.9 million in the first quarter of 2012.

— Net charge-offs were $57.3 million in the first quarter of 2013, down from $193.5 million in the fourth quarter of 2013 and $94.7 million in the first quarter of 2012. The annualized net charge-off ratio was 1.18% in the first quarter, down from 3.94% in the previous quarter and 1.90% in the first quarter of 2012.

— Non-performing loan inflows were $83.9 million in the first quarter of 2013, down from $262.7 million in the fourth quarter of 2012 and $139.6 million in the first quarter of 2012.

— Non-performing loans, excluding loans held for sale, were $513.2 million at March 31, 2013, down $30.1 million from the previous quarter, and down $322.8 million or 38.6% from the first quarter of 2012. The non-performing loan ratio was 2.65% at March 31, 2013, down from 2.78% at the end of the previous quarter and 4.21% at March 31, 2012.

— Total non-performing assets were $677.6 million at March 31, 2013, down $25.5 million from the previous quarter, and down $378.2 million or 35.8% from the first quarter of 2012. The non-performing asset ratio was 3.47% at March 31, 2013, compared to 3.57% at the end of the previous quarter and 5.26% at March 31, 2012.

— Synovus Bank’s classified assets ratio declined to 36.7% at March 31, 2013, down from 38.1% at December 31, 2012 and 57.7% at March 31, 2012. The consolidated classified assets ratio was 43.5% at March 31, 2013.

— Total delinquencies (consisting of loans 30 or more days past due and still accruing) were 0.46% of total loans at March 31, 2013, compared to 0.54% at December 31, 2012, and 0.73% at March 31, 2012. Total loans past due 90 days or more and still accruing were 0.03% at March 31, 2013, compared to 0.03% at December 31, 2012, and 0.04% at March 31, 2012.

— Distressed asset sales were approximately $61 million during the first quarter, compared to approximately $545 million in the fourth quarter of 2012, and approximately $135 million in the first quarter of 2012.

Capital Ratios

— Tangible Common Equity ratio was 9.89% at March 31, 2013 up from 9.66% at December 31, 2012.

— Tier 1 Common Equity ratio was 8.93% at March 31, 2013 up from 8.72% at December 31, 2012.

— Tier 1 Capital ratio was 13.50% at March 31, 2013 up from 13.24% at December 31, 2012.

— Tier 1 Leverage ratio was 11.27% at March 31, 2013 up from 11.00% at December 31, 2012.

— Total Risk Based Capital ratio was 16.45% at March 31, 2013 up from 16.18% at December 31, 2012.

Stelling concluded, “Our first quarter results reflect the continued progress of our company, and we are very pleased with the series of recent positive events. In February, both Fitch Ratings and Standard & Poor’s Ratings Services (S&P) changed their outlooks on Synovus to Positive, and S&P upgraded our long-term counterparty credit rating by one level. We also announced earlier today that the Federal Reserve Bank of Atlanta and the Georgia Department of Banking and Finance have lifted the Memorandum of Understanding entered into between the agencies and Synovus in 2009.

“Our team remains intensely focused on strengthening core performance, winning new customers and expanding existing relationships, and crisply executing on our short- and long-term strategies for growth. We also expect to exit the TARP program this year, most likely during the third quarter.”

Synovus will host an earnings highlights conference call at 8:30 a.m. EST on April 23, 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 $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 and key credit metrics (including classified assets and NPL inflows); expectations regarding deposits, loan growth and our loan portfolio; expectations on growth, our expense initiatives, and future profitability; expectations regarding status of our MOUs and related regulatory matters; 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, 2012 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, pre-tax, pre-credit costs income, core expenses, non-interest income excluding investment net 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, (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, pre-tax, pre-credit costs income, core expenses, non-interest income excluding net investment gains and net sequential quarter loan (decline) growth and the reconciliation of these measures to total deposits, total shareholders’ equity to total assets ratio, (loss) income before income taxes, total non-interest expense, total non-interest income, and sequential quarter total loan (decline) growth are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures
(dollars in thousands)	1Q13		4Q12		3Q12		2Q12		1Q12
Core deposits Core deposits excluding time deposits
Total deposits	$	20,561,193		21,057,044		20,846,830		21,565,065		22,137,702
Subtract: Brokered deposits		(1,332,632)		(1,092,749)		(919,959)		(1,148,892)		(1,406,709)
Core deposits		19,228,561		19,964,295		19,926,871		20,416,173		20,730,993
Subtract: Time deposits		(3,482,196)		(3,583,304)		(3,771,117)		(4,097,834)		(4,302,292)
Core deposits excluding time deposits	$	15,746,365		16,380,991		16,155,754		16,318,339		16,428,701
Tangible common equity to tangible assets ratio
Total assets	$	26,212,879		26,760,012		25,764,644		26,294,110		27,064,792
Subtract: Goodwill		(24,431)		(24,431)		(24,431)		(24,431)		(24,431)

Subtract: Other intangible assets, net		(4,583)			(5,149)		(5,895	)	(6,693	)	(7,589	)
Tangible assets	$	26,183,865			26,730,432		25,734,318		26,262,986		27,032,772
Total shareholders’ equity	$	3,578,106			3,569,431		2,875,700		2,853,389		2,821,763
Subtract: Goodwill		(24,431	)		(24,431	)	(24,431	)	(24,431	)	(24,431	)
Subtract: Other intangible assets, net		(4,583)			(5,149)		(5,895	)	(6,693	)	(7,589	)
Subtract: Series A Preferred Stock, no par value		(960,005)			(957,327)		(954,690	)	(952,093	)	(949,536	)
Tangible common equity	$	2,589,087			2,582,524		1,890,684		1,870,172		1,840,207
Total shareholders’ equity to total assets ratio		13.65%			13.34		11.16		10.85		10.43
Tangible common equity to tangible assets ratio		9.89%			9.66		7.35		7.12		6.81
Tier 1 Common Equity Ratio
Total shareholders’ equity	$	3,578,106			3,569,431		2,875,700		2,853,389		2,821,763
Subtract/Add: Accumulated other comprehensive (income) loss		(2,787)			(4,101)		(16,156)		(7,003)		2,195
Subtract: Goodwill		(24,431)			(24,431)		(24,431)		(24,431)		(24,431)
Subtract: Other intangible assets, net		(4,583)			(5,149)		(5,895)		(6,693)		(7,589)
Subtract: Disallowed deferred tax assets(1)		(687,007)			(710,488)		-		-		-
Other items		7,191			6,982		6,730		7,225		7,856
Tier 1capital	$	2,866,489			2,832,244		2,835,948		2,822,487		2,799,794
Subtract: Qualifying trust preferred securities		(10,000)			(10,000)		(10,000)		(10,000)		(10,000)
Subtract: Series A Preferred Stock		(960,005)			(957,327)		(954,690)		(952,093)		(949,536)
Tier 1 common equity	$	1,896,484		$	1,864,917		1,871,258		1,860,353		1,840,258
Risk weighted assets	$	21,235,129	(2)		21,387,935		21,443,178		21,146,174		21,230,198
Tier 1 common equity ratio		8.93%	(2)		8.72		8.73		8.80		8.67
Pre-tax, Pre-credit Costs Income
Income (loss) before income taxes	$	46,553			(72,299)		30,514		37,347		35,916
Add: Provision for losses on loans		35,696			146,526		63,572		44,222		66,049
Add: Other credit costs(3)		13,595			39,236		22,046		26,119		24,849
Add: Restructuring charges		4,850			1,969		1,192		1,393		858
Subtract: Investment securities gains, net.		(45)			(8,233)		(6,656)		(4,170)		(20,083)
Add: Visa indemnification charges		37			757		833		1,734		2,979
Pre-tax, pre-credit costs income	$	100,686			107,956		111,501		106,645		110,568
Non-interest income excluding investment securities gains, net
Total non-interest income	$	64,721			80,117		73,233		76,477		84,139
Subtract: Investment securities gains, net		(45)			(8,233)		(6,656	)	(4,170	)	(20,083)
Non-interest income excluding investment securities gains, net	$	64,676			71,884		66,577		72,307		64,056
Net sequential quarter loan (decline) growth
Sequential quarter (decline) growth in total loans	$	(173,803)			(190,175)		51,739		(163,571)		(236,115)
Add: Transfers to other loans held for sale		45,997			479,016		70,464		109,589		97,199
Add: Foreclosures		29,576			33,572		42,961		30,087		48,127
Add: Charge-offs excluding transfers to other loans held for sale		46,636			22,940		74,400		53,075		65,498
Net sequential quarter loan (decline)growth	$	(51,594)			345,353		239,564		29,180		(25,291)
Core Expenses
Total non-interest expense	$	182,286			213,346		191,492		208,264		203,133
Subtract: Other credit costs(3)		(13,595)			(39,236)		(22,046)		(26,119)		(24,849)
Subtract: Restructuring charges		(4,850)			(1,969)		(1,192)		(1,393)		(858)
Subtract: Visa indemnification charges		(37)			(757)		(833)		(1,734)		(2,979)
Core expenses	$	163,804			171,384		167,421		179,018		174,447

(1) Calculated based on twelve months future taxable income 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.

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EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)		2013			2012											1st Quarter
		First     Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter		‘13 vs. ‘12 Change
Interest income	$		230,391			240,000			247,676			253,809			262,654		(12.3)	%
Interest expense			30,577			32,544			35,331			40,453			41,695		(26.7)
Net interest income			199,814			207,456			212,345			213,356			220,959		(9.6)
Provision for loan losses			35,696			146,526			63,572			44,222			66,049		(46.0)
Net interest income after provision for loan losses			164,118			60,930			148,773			169,134			154,910		5.9
Non-interest income:
Service charges on deposit accounts			19,521			20,883			20,404			18,684			18,231		7.1
Fiduciary and asset management fees			10,971			10,537			10,340			10,792			10,835		1.3
Brokerage revenue			7,594			7,127			6,844			6,295			6,647		14.2
Mortgage banking income			6,917			9,025			9,261			7,983			6,003		15.2
Bankcard fees			7,064			10,137			7,866			8,493			7,579		(6.8)
Investment securities gains, net			45			8,233			6,656			4,170			20,083		(99.8)
Other fee income			5,487			6,211			5,276			4,951			4,700		16.7
(Decrease) increase in fair value of private equity investments, net			(257)			1,805			(944)			7,279			93		nm
Other non-interest income			7,379			6,159			7,530			7,830			9,968		(26.0)
Total non-interest income			64,721			80,117			73,233			76,477			84,139		(23.1)
Non-interest expense:
Salaries and other personnel expense			93,917			94,901			93,177			95,173			92,622		1.4
Net occupancy and equipment expense			24,167			26,063			26,647			26,159			26,706		(9.5)
FDIC insurance and other regulatory fees			8,480			8,237			9,205			13,302			14,663		(42.2)
Foreclosed real estate expense, net			10,940			34,978			11,997			20,708			22,972		(52.4)
Losses (gains) on other loans held for sale, net			165			675			4,104			(1,058)			959		nm
Professional fees			7,095			12,037			10,074			9,929			9,267		(23.4)
Third-party services			9,929			9,540			9,429			9,900			9,137		8.7
Visa indemnification charges			37			757			833			1,734			2,979		(98.8)
Restructuring charges			4,850			1,969			1,192			1,393			858		nm
Other operating expenses			22,706			24,189			24,834			31,024			22,970		(1.1)
Total non-interest expense			182,286			213,346			191,492			208,264			203,133		(10.3)
Income before income taxes			46,553			(72,299)			30,514			37,347			35,916		29.6
Income tax expense (benefit)			16,979			(796,339)			(211)			(2,105)			(77)		nm
Net income			29,574			724,040			30,725			39,452			35,993		(17.8)
Dividends and accretion of discount on Series A Preferred Stock			14,776			14,736			14,695			14,649			14,624		1.0
Net income available to common shareholders	$		14,798			709,304			16,030			24,803			21,369		(30.8)
Basic EPS
Net income available to common shareholders			0.02			0.90			0.02			0.03			0.03		(30.8)
Diluted EPS
Net income available to common shareholders			0.02			0.78			0.02			0.03			0.02		(30.9)
Cash dividends declared per common share			0.01			0.01			0.01			0.01			0.01		-
Return on average assets *			0.46	%		11.13	%		0.47	%		0.59	%		0.53		(13.2)
Return on average common equity *			2.30			149.46			3.30			5.23			4.49		(48.8)
Average common shares outstanding - basic			787,043			786,576			786,576			786,576			786,135		0.1	%
Average common shares outstanding - diluted			910,835			911,251			910,396			909,761			908,986		0.2

nm - not meaningful

* - ratios are annualized

Synovus

BALANCE SHEET DATA		March 31, 2013		December 31, 2012		March 31, 2012
(Unaudited)
(In thousands, except share data)
ASSETS
Cash and cash equivalents	$		412,305		614,630		485,074
Interest bearing funds with Federal Reserve Bank			1,332,512		1,498,390		1,781,002
Interest earning deposits with banks			21,890		23,442		11,963
Federal funds sold and securities purchased under resale agreements			122,878		113,517		123,676
Trading account assets, at fair value			9,040		11,102		16,398
Mortgage loans held for sale, at fair value			144,232		212,663		96,837
Other loans held for sale			9,129		10,690		19,610
Investment securities available for sale, at fair value			3,049,353		2,981,112		3,713,003
Loans, net of deferred fees and costs			19,367,887		19,541,690		19,843,698
Allowance for loan losses			(351,772)		(373,405)		(507,794)
Loans, net			19,016,115		19,168,285		19,335,904
Premises and equipment, net			477,132		479,546		479,976
Goodwill			24,431		24,431		24,431
Other intangible assets, net			4,583		5,149		7,589
Other real estate			155,237		150,271		201,429
Net deferred tax asset			792,736		806,406		1,985
Other assets			641,306		660,378		765,915
Total assets	$		26,212,879		26,760,012		27,064,792
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$		5,152,276		5,665,527		5,535,844
Interest bearing deposits, excluding brokered deposits			14,076,285		14,298,768		15,195,149
Brokered deposits			1,332,632		1,092,749		1,406,709
Total deposits			20,561,193		21,057,044		22,137,702
Federal funds purchased and securities sold under repurchase agreements			238,223		201,243		315,857
Long-term debt			1,653,230		1,726,455		1,351,823
Other liabilities			182,127		205,839		437,647
Total liabilities			22,634,773		23,190,581		24,243,029
Shareholders’ equity:
Series A Preferred Stock, no par value (1)			960,005		957,327		949,536
Common stock, par value $1.00 (2)			793,319		792,273		792,269
Additional paid-in capital			2,174,577		2,189,874		2,226,844
Treasury stock, at cost (3)			(114,176)		(114,176)		(114,176)
Accumulated other comprehensive income (loss)			2,787		4,101		(2,195)
Accumulated deficit			(238,406)		(259,968)		(1,030,515)
Total shareholders’ equity			3,578,106		3,569,431		2,821,763
Total liabilities and shareholders’ equity	$		26,212,879		26,760,012		27,064,792

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

(2) Common shares outstanding: 787,625,592; 786,579,240; and 786,575,497 at March 31, 2013, December 31, 2012, and March 31, 2012, respectively.

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

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)

(Unaudited)

(Dollars in thousands)

		2013				2012
		First Quarter				Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Interest Earning Assets
Taxable investment securities (2)	$		2,984,129				3,069,000			3,495,838			3,539,376			3,577,026
Yield			1.44		%		1.62			1.67			2.11			2.35
Tax-exempt investment securities (2) (4)	$		14,362				17,377			19,503			21,408			23,559
Yield (taxable equivalent)			6.34		%		6.59			6.47			6.40			6.36
Trading account assets	$		8,629				9,600			12,343			13,647			14,975
Yield			7.12		%		8.04			8.27			6.93			7.47
Commercial loans (3) (4)	$		15,464,065				15,692,588			15,691,881			15,941,719			16,144,615
Yield			4.46		%		4.48			4.63			4.67			4.76
Consumer loans (3)	$		3,997,557				3,992,986			3,940,000			3,896,941			3,866,084
Yield			4.73		%		4.77			4.80			4.87			4.95
Allowance for loan losses	$		(372,239	)			(405,237	)		(446,495	)		(498,419	)		(529,669	)
Loans, net (3)	$		19,089,383				19,280,337			19,185,386			19,340,241			19,481,030
Yield			4.61		%		4.65			4.79			4.85			4.94
Mortgage loans held for sale	$		179,507				208,839			175,199			90,499			112,040
Yield			3.80		%		3.72			4.03			4.99			4.88
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$		1,343,652				1,366,422			1,215,743			1,668,814			1,830,295
Yield			0.24		%		0.24			0.24			0.24			0.24
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$		65,330				66,630			53,239			63,665			78,100
Yield			2.36		%		2.03			1.87			1.85			1.43
Total interest earning assets	$		23,684,992				24,018,205			24,157,251			24,737,650			25,117,025
Yield			3.95		%		3.99			4.09			4.14			4.22
Interest Bearing Liabilities
Interest bearing demand deposits	$		3,839,707				3,872,025			3,344,561			3,404,540			3,540,327
Rate			0.18		%		0.18			0.19			0.22			0.25
Money market accounts	$		6,135,649				6,251,374			6,751,607			6,769,037			6,755,769
Rate			0.33		%		0.33			0.33			0.42			0.49
Savings deposits	$		581,792				558,726			557,086			557,149			534,118
Rate			0.11		%		0.10			0.10			0.11			0.12
Time deposits under $100,000	$		1,581,092				1,648,554			1,763,864			1,868,348			1,967,084
Rate			0.69		%		0.74			0.85			0.97			1.08
Time deposits over $100,000	$		1,958,870				2,015,582			2,176,488			2,336,496			2,480,044
Rate			0.93		%		0.99			1.11			1.23			1.33
Brokered money market accounts	$		202,734				180,216			186,336			222,916			223,113
Rate			0.32		%		0.34			0.33			0.33			0.28
Brokered time deposits	$		1,013,461				800,434			820,908			1,036,521			1,346,868
Rate			0.99		%		1.42			1.83			1.94			1.89
Total interest bearing deposits	$		15,313,305				15,326,911			15,600,850			16,195,007			16,847,323
Rate			0.44		%		0.47			0.54			0.64			0.73
Federal funds purchased and other short-term liabilities	$		214,661				266,431			350,183			368,984			296,018
Rate			0.17		%		0.16			0.17			0.18			0.24
Long-term debt	$		1,688,580				1,740,588			1,372,741			1,326,239			1,386,324
Rate			3.26		%		3.27			4.09			4.34			3.19
Total interest bearing liabilities	$		17,216,546				17,333,930			17,323,774			17,890,230			18,529,665
Rate			0.72		%		0.75			0.81			0.91			0.90
Non-interest bearing demand deposits	$		5,232,587				5,466,312			5,560,827			5,606,352			5,397,964
Effective cost of funds			0.52		%		0.54			0.58			0.66			0.67
Net interest margin			3.43		%		3.45			3.51			3.48			3.55
Taxable equivalent adjustment	$		618				766			761			780			798

(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)

		March 31, 2013
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	$	857,239	4.4	%	$	3,909	0.8	%
Hotels		657,462	3.4			3,548	0.7
Office Buildings		766,965	4.0			11,183	2.2
Shopping Centers		845,846	4.4			11,313	2.2
Commercial Development		206,075	1.1			48,025	9.4
Warehouses		531,015	2.7			2,459	0.5
Other Investment Property		498,213	2.6			11,279	2.2
Total Investment Properties		4,362,815	22.5			91,716	17.9
1-4 Family Construction		122,071	0.6			3,884	0.8
1-4 Family Investment Mortgage		866,921	4.5			31,275	6.1
Residential Development		248,403	1.3			33,563	6.5
Total 1-4 Family Properties		1,237,395	6.4			68,722	13.4
Land Acquisition		762,566	3.9			167,904	32.7
Total Commercial Real Estate		6,362,776	32.9			328,342	64.0
Commercial, Financial, and Agricultural		5,221,535	27.0			73,214	14.3
Owner-Occupied Real Estate		3,825,409	19.8			42,058	8.2
Total Commercial & Industrial		9,046,944	46.7			115,272	22.5
Home Equity Lines		1,508,507	7.8			20,003	3.9
Consumer Mortgages		1,378,055	7.1			40,388	7.9
Small Business		553,056	2.8			4,903	1.0
Credit Cards		251,618	1.3			-	-
Other Retail Loans		288,483	1.5			4,319	0.8
Total Retail		3,979,719	20.4			69,613	13.6
Unearned Income		(21,552)	nm			-	nm
Total	$	19,367,887	100.0	%	$	513,227	100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)

		Total Loans		1Q13 vs. 4Q12			1Q13 vs. 1Q12
Loan Type		March 31, 2013	December 31, 2012	% change (1)		March 31, 2012	% change
Multi-Family	$	857,239	796,110	31.1		760,911	12.7	%
Hotels		657,462	655,263	1.4		769,000	(14.5)
Office Buildings		766,965	773,881	(3.6)		758,107	1.2
Shopping Centers		845,846	896,869	(23.1)		936,503	(9.7)
Commercial Development		206,075	226,513	(36.6)		276,157	(25.4)
Warehouses		531,015	538,157	(5.4)		482,823	10.0
Other Investment Property		498,213	489,325	7.4		463,307	7.5
Total Investment Properties		4,362,815	4,376,118	(1.2)		4,446,808	(1.9)
1-4 Family Construction		122,071	130,841	(27.2)		177,111	(31.1)
1-4 Family Investment Mortgage		866,921	865,801	0.5		955,819	(9.3)
Residential Development		248,403	282,463	(48.9)		421,226	(41.0)
Total 1-4 Family Properties		1,237,395	1,279,105	(13.2)		1,554,156	(20.4)
Land Acquisition		762,566	794,229	(16.2)		1,049,547	(27.3)
Total Commercial Real Estate		6,362,776	6,449,452	(5.5)		7,050,511	(9.8)
Commercial, Financial, and Agricultural		5,221,535	5,301,134	(6.1)		5,122,095	1.9
Owner-Occupied Real Estate		3,825,409	3,800,380	2.7		3,813,638	0.3
Total Commercial & Industrial		9,046,944	9,101,514	(2.4)		8,935,733	1.2
Home Equity Lines		1,508,507	1,542,397	(8.9)		1,595,675	(5.5)
Consumer Mortgages		1,378,055	1,394,248	(4.7)		1,390,126	(0.9)
Small Business		553,056	516,349	28.8		328,572	68.3
Credit Cards		251,618	263,561	(18.4)		264,470	(4.9)
Other Retail Loans		288,483	294,542	(8.3)		289,915	(0.5)
Total Retail		3,979,719	4,011,097	(3.2)		3,868,758	2.9
Unearned Income		(21,552)	(20,373)	nm		(11,304)	nm
Total	$	19,367,887	19,541,690	(3.6)	%	19,843,698	(2.4)	%

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

(Dollars in thousands)		2013			2012								1st Quarter
		First     Quarter			Fourth   Quarter		Third     Quarter		Second     Quarter		First     Quarter		‘13 vs. ‘12     Change
Non-performing Loans	$		513,227			543,333		700,204		755,161		836,039		(38.6) %
Other Loans Held for Sale (1)			9,129			9,455		10,019		31,306		18,317		(50.2)
Other Real Estate			155,237			150,271		189,182		174,941		201,429		(22.9)
Non-performing Assets			677,592			703,059		899,405		961,408		1,055,785		(35.8)
Allowance for Loan Losses			351,772			373,405		420,404		453,325		507,794		(30.7)
Net Charge-Offs - Quarter			57,328			193,525		96,493		98,692		94,749		(39.5)
Net Charge-Offs / Average Loans - Quarter (2)			1.18	%		3.94		1.97		1.99		1.90
Non-performing Loans / Loans			2.65			2.78		3.55		3.84		4.21
Non-performing Assets / Loans, Other Loans Held for Sale & ORE			3.47			3.57		4.51		4.83		5.26
Allowance / Loans			1.82			1.91		2.13		2.30		2.56
Allowance / Non-performing Loans			68.54			68.72		60.04		60.03		60.74
Allowance / Non-performing Loans (3)			97.75			93.49		131.56		136.94		128.32
Past Due Loans over 90 days and Still Accruing	$		5,799			6,811		8,972		5,863		8,388		(30.9) %
As a Percentage of Loans Outstanding			0.03	%		0.03		0.05		0.03		0.04
Total Past Dues Loans and Still Accruing	$		88,330			104,825		108,633		91,962		144,794		(39.0)
As a Percentage of Loans Outstanding			0.46	%		0.54		0.55		0.47		0.73
Accruing troubled debt restructurings (TDRs)	$		623,900			674,527		698,847		687,396		651,239		(4.2)

(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)

	March 31, 2013			December 31, 2012		March 31, 2012
Tier 1 Capital	$	2,866,489			2,832,244		2,799,794
Total Risk-Based Capital		3,493,090			3,460,998		3,518,230
Tier 1 Capital Ratio		13.50	%		13.24		13.19
Tier 1 Common Equity Ratio		8.93			8.72		8.67
Total Risk-Based Capital Ratio		16.45			16.18		16.57
Tier 1 Leverage Ratio		11.27			11.00		10.41
Common Equity as a Percentage of Total Assets (2)		9.99			9.76		6.92
Tangible Common Equity as a Percentage of Tangible Assets (3)		9.89			9.66		6.81
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		12.19			12.07		8.67
Book Value Per Common Share (4) (5)		2.99			2.99		2.05
Tangible Book Value Per Common Share (3) (5)		2.96			2.95		2.01

(1) Current quarter regulatory capital information is preliminary.

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