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 21, 2014

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10312	58-1134883
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2311

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition
	On January 21, 2014, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and twelve months ended December 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 and twelve months ended December 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 January 21, 2014, 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 21, 2014. Pursuant to General Instruction F to Current Report on Form 8-K, the Supplemental Information and the Slide Presentation are attached to this Current Report as Exhibits 99.2 and Exhibit 99.3, respectively, and incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the information set forth in the Supplemental Information and Slide Presentation filed as Exhibit 99.2 and Exhibit 99.3 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.2 and Exhibit 99.3 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

2

Item 9.01	Financial Statements and Exhibits
	(d)	Exhibits
	Exhibit No.	Description
	99.1	Synovus press release dated January 21, 2014
	99.2	Supplemental Information prepared for use with the press release
	99.3	Slide presentation prepared for use with the press release

3

Signature

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

	SYNOVUS FINANCIAL CORP. (“Synovus”)
Dated: January 21, 2014	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 Earnings for Fourth Quarter of 2013

Total Loans Grow $346 Million or 7.0% Annualized

Columbus, Ga., January 21, 2014 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended December 31, 2013.

Fourth Quarter Results

— Net income available to common shareholders was $35.8 million for the fourth quarter of 2013, compared to $37.2 million for the third quarter of 2013, and $709.3 million for the fourth quarter of 2012. Diluted net income per common share for the fourth quarter of 2013 was $0.04 compared to $0.04 for the third quarter of 2013 and $0.78 for the fourth quarter of 2012. Excluding litigation loss contingency expense and restructuring charges (net of tax), the fourth quarter of 2013 net income available to common shareholders was $44.3 million or $0.05 per diluted common share.

^¡  The fourth quarter of 2013 results included litigation loss contingency expense of $10 million or $0.01 per share.

^¡  The fourth quarter of 2012 results included an $800 million tax benefit related to the deferred tax asset recapture.

— Total loans grew $346.2 million sequentially or 7.0% annualized.

— Credit costs totaled $22.3 million for the fourth quarter of 2013, compared to $22.4 million for the third quarter of 2013 and $185.8 million for the fourth quarter of 2012.

“We were pleased to report 7% annualized sequential quarter loan growth, driven primarily by C&I and retail lending,” said Kessel D. Stelling, Chairman and CEO of Synovus. “Partnerships between our local bank divisions and large corporate banking teams across our five-state footprint produced meaningful results, and we saw growth in key markets such as Atlanta, Tampa, Charleston, Nashville, Savannah, and Columbus. HELOC and private client mortgages drove the growth in retail loans during the quarter. Credit quality continued to improve, and our net interest margin remained stable. Additionally, our focus on cost savings continued as we completed implementation of initiatives necessary to achieve the $30 million in expense reductions announced at the beginning of the year.”

Core Performance

Pre-tax, pre-credit costs income was $96.3 million for the fourth quarter of 2013, an increase of $868 thousand from $95.4 million for the third quarter of 2013.

— Net interest income was $204.3 million for the fourth quarter of 2013, up $360 thousand from $204.0 million in the previous quarter.

— The net interest margin was 3.38%, compared to 3.40% in the third quarter of 2013, with the yield on earning assets down four basis points and the effective cost of funds down two basis points.

— Total non-interest income was $60.2 million for the fourth quarter of 2013, down $3.4 million, compared to $63.6 million for the third quarter of 2013, due primarily to a decline in mortgage banking income of $2.4 million and private equity investment losses of $2.1 million.

^¡  Financial Management Services revenues were $19.5 million, up $1.6 million compared to the third quarter, dTARriven by increases in fees from customer interest rate swaps and trust services.

— Non-interest expense for the fourth quarter of 2013 was $190.7 million, up $3.4 million from the third quarter of 2013.

^¡  The fourth quarter of 2013 non-interest expense includes $10.0 million in litigation loss contingency expense and $3.8 million in restructuring charges.

^¡  Adjusted non-interest expense (excludes Visa indemnification charges, restructuring charges, litigation loss contingency expense and other credit costs) was $167.9 million, down $3.2 million from $171.0 million for the third quarter of 2013, driven by declines in almost every category.

^¡  The $30 million expense reduction initiative announced in January 2013 was fully implemented during the year.

Balance Sheet Fundamentals

— Total reported loans ended the quarter at $20.06 billion, a $346.2 million increase from the third quarter of 2013.

^¡  Commercial and industrial loans grew by $272.5 million from the third quarter of 2013, or 11.1% annualized.

^¡  Retail loans grew by $75.6 million from the third quarter of 2013, or 8.4% annualized.

^¡  Commercial real estate loans grew by $2.0 million from the third quarter of 2013.

— Total deposits ended the quarter at $20.88 billion, down $97.1 million from the previous quarter due primarily to a decline in brokered time deposits.

— Core deposits ended the quarter at $19.78 billion, up $84.1 million compared to the third quarter of 2013. Core deposits, excluding time deposits, increased $155.7 million compared to the previous quarter.

Credit Quality

  Broad based improvement in credit quality continued.

— Total credit costs were $22.3 million in the fourth quarter of 2013, down from $22.4 million in the third quarter of 2013 and $185.8 million in the fourth quarter of 2012.

— Net charge-offs were $25.1 million in the fourth quarter of 2013, up from $23.0 million in the third quarter of 2013 and down from $193.5 million in the fourth quarter of 2012. The annualized net charge-off ratio was 0.51% in the fourth quarter, up from 0.47% in the previous quarter and down from 3.94% in the fourth quarter of 2012.

— Non-performing loan inflows were $41.2 million in the fourth quarter of 2013, down from $47.4 million in the third quarter of 2013 and $262.7 million in the fourth quarter of 2012.

— Non-performing loans, excluding loans held for sale, were $416.3 million at December 31, 2013, down $34.6 million from the previous quarter, and down $127.0 million or 23.4% from the fourth quarter of 2012. The non-performing loan ratio was 2.08% at December 31, 2013, down from 2.29% at the end of the previous quarter and 2.78% at December 31, 2012.

— Total non-performing assets were $539.6 million at December 31, 2013, down $47.3 million from the previous quarter, and down $163.4 million or 23.2% from the fourth quarter of 2012. The non-performing asset ratio was 2.67% at December 31, 2013, compared to 2.96% at the end of the previous quarter and 3.57% at December 31, 2012.

— Total delinquencies (consisting of loans 30 or more days past due and still accruing) declined to 0.36% of total loans at December 31, 2013, compared to 0.40% at September 30, 2013, and 0.54% at December 31, 2012. Total loans past due 90 days or more and still accruing remained low at 0.02% at December 31, 2013, compared to 0.02% at September 30, 2013, and 0.03% at December 31, 2012.

— Distressed asset sales were approximately $68 million during the fourth quarter, compared to approximately $56 million in the third quarter of 2013, and approximately $545 million in the fourth quarter of 2012, which included the completion of a bulk asset sale in December of 2012.

Capital Ratios

— Tier 1 Common Equity ratio was 9.93% at December 31, 2013, unchanged from September 30, 2013.

— Tier 1 Capital ratio was 10.54% at December 31, 2013, compared to 10.55% at September 30, 2013.

— Total Risk Based Capital ratio was 13.00% at December 31, 2013, compared to 13.04% at September 30, 2013.

— Tier 1 Leverage ratio was 9.13% at December 31, 2013, compared to 8.96% at September 30, 2013.

— Tangible Common Equity ratio was 10.68% at December 31, 2013, compared to 10.61% at September 30, 2013.

Stelling concluded, “Our team’s 125^th anniversary celebration during the fourth quarter was an appropriate way to close out a successful year defined by several important achievements, including upgrades from three rating agencies, two successful capital raises, and the redemption of our TARP obligation. Entering 2014, our capital position is strong, our customers remain our central focus, and our lending engine is gaining good traction. While expense management continues to be a major focus for our company, with additional reductions of approximately $30 million planned for 2014, we are also making strategic investments in talent, technology, and marketing that will improve our customers’ experience and support future growth.”

Synovus will host an earnings highlights conference call at 8:30 a.m. EDT on January 21, 2014. 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 based in Columbus, Georgia, with approximately $26 billion in assets. 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; expectations regarding deposits, loan growth and the net interest margin; expectations on our growth strategy, strategic investments, expense initiatives, and future profitability; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this report. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 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, tangible common equity to tangible assets ratio, Tier 1 common equity ratio, net income available to common shareholders excluding litigation loss contingency expense and restructuring charges, pre-tax, pre-credit costs income, and adjusted non-interest expense 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, Tier 1 capital to risk-weighted assets ratio, net income available to common shareholders, income (loss) before income taxes, and total non-interest expense, 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, Tier 1 capital to risk-weighted assets ratio, net income available to common shareholders, income (loss) before income taxes, or total non-interest expense 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, Tier 1 common equity ratio, net income available to common shareholders excluding litigation loss contingency expense and restructuring charges, pre-tax, pre-credit costs income, and adjusted non-interest expense, and the reconciliation of these measures to total deposits, total shareholders’ equity to total assets ratio, Tier 1 capital to risk-weighted assets ratio, income (loss) before income taxes, and total non-interest expense are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures
(dollars in thousands)	4Q13		3Q13		2Q13		1Q13		4Q12
Net income available to common shareholders excluding litigation loss contingency expense and restructuring charges
Net income available to common shareholders		$          35,849
Add:  Litigation loss contingency expense (after-tax)		6,110
Add:  Restructuring charges (after-tax)		2,303
Net income available to common shareholders excluding litigation loss contingency expense and restructuring charges		$          44,262
Weighted average common shares outstanding - diluted		975,933
Net income per common share, diluted, excluding litigation loss contingency expense and restructuring charges		$              0.05
Pre-tax, Pre-credit Costs Income
Income (loss) before income taxes		$          59,709		73,459		72,906		46,553		(72,299)
Add:  Provision for losses on loans		14,064		6,761		13,077		35,696		146,526
Add:  Other credit costs(1)		8,285		15,603		10,887		13,595		39,236
Add:  Restructuring charges		3,770		687		1,758		4,850		1,969
Add:  Litigation loss contingency expense(2)		10,000		-		-		-		-
Subtract:  Investment securities gains, net		(373)		(1,124)		(1,403)		(45)		(8,233)
Add:  Visa indemnification charges		799		-		764		37		757
Pre-tax, pre-credit costs income		$          96,254		95,386		97,989		100,686		107,956
Adjusted Non-interest Expense
Total non-interest expense		$        190,738		187,328		181,186		182,286		213,346
Subtract:  Other credit costs(1)		(8,285)		(15,603)		(10,887)		(13,595)		(39,236)
Subtract:  Restructuring charges		(3,770)		(687)		(1,758)		(4,850)		(1,969)
Subtract:  Visa indemnification charges		(799)		-		(764)		(37)		(757)
Subtract:  Litigation loss contingency expense(2)		(10,000)		-		-		-		-
Adjusted non-interest expense		$        167,884		171,038		167,777		163,804		171,384
Core deposits
Core deposits excluding time deposits
Total deposits		$   20,876,790		20,973,856		20,710,703		20,561,193		21,057,044
Subtract:  Brokered deposits		(1,094,002)		(1,275,200)		(1,338,064)		(1,332,632)		(1,092,749)
Core deposits		19,782,788		19,698,656		19,372,639		19,228,561		19,964,295
Subtract:  Time deposits		(3,498,200)		(3,569,752)		(3,377,215)		(3,482,196)		(3,583,304)
Core deposits excluding time deposits		$   16,284,588		16,128,904		15,995,424		15,746,365		16,380,991

Tier 1 Common Equity Ratio
Total shareholders’ equity	$     2,948,985	2,931,860	3,568,204	3,578,106	3,569,431
Add/subtract:  Accumulated other comprehensive loss (income)	41,258	29,514	33,060	(2,787)	(4,101)
Subtract:  Goodwill	(24,431)	(24,431)	(24,431)	(24,431)	(24,431)
Subtract:  Other intangible assets, net	(3,415)	(3,783)	(4,156)	(4,583)	(5,149)
Subtract:  Disallowed deferred tax asset	(618,516)	(647,828)	(674,996)	(687,007)	(710,488)
Other items	7,612	7,426	7,304	7,191	6,982
Tier 1 capital	2,351,493	2,292,758	2,904,985	2,866,489	2,832,244
Subtract:  Qualifying trust preferred securities	(10,000)	(10,000)	(10,000)	(10,000)	(10,000)
Subtract:  Series C Preferred Stock, no par value	(125,862)	(125,400)	-	-	-
Subtract:  Series A Preferred Stock, no par value	-	-	(962,725)	(960,005)	(957,327)
Tier 1 common equity	2,215,631	2,157,358	1,932,260	1,896,484	1,864,917
Risk-weighted assets	22,312,655(3)	21,735,363	21,542,287	21,235,129	21,387,935
Tier 1 common equity ratio	9.93%(3)	9.93	8.97	8.93	8.72
Tangible common equity to tangible assets ratio
Total assets	$   26,201,604	26,218,360	26,563,174	26,212,879	26,760,012
Subtract:  Goodwill	(24,431)	(24,431)	(24,431)	(24,431)	(24,431)
Subtract:  Other intangible assets, net	(3,415)	(3,783)	(4,156)	(4,583)	(5,149)
Tangible assets	$   26,173,758	26,190,146	26,534,587	26,183,865	26,730,432
Total shareholders’ equity	$     2,948,985	2,931,860	3,568,204	3,578,106	3,569,431
Subtract:  Goodwill	(24,431)	(24,431)	(24,431)	(24,431)	(24,431)
Subtract:  Other intangible assets, net	(3,415)	(3,783)	(4,156)	(4,583)	(5,149)
Subtract:  Series C Preferred Stock, no par value	(125,862)	(125,400)	-	-	-
Subtract:  Series A Preferred Stock, no par value	-	-	(962,725)	(960,005)	(957,327)
Tangible common equity	$     2,795,277	2,778,246	2,576,892	2,589,087	2,582,524
Total shareholders’ equity to total assets ratio	11.25%	11.18	13.43	13.65	13.34
Tangible common equity to tangible assets ratio	10.68%	10.61	9.71	9.89	9.66
(1) Other credit costs consist primarily of foreclosed real estate expense, net  (2) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for periods prior to the three months ended December 31, 2013 are not disclosed separately as amounts are not material.  (3) Preliminary

###

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA		Twelve Months Ended
(Unaudited)
(Dollars in thousands, except per share data)		December 31,
		2013			2012		Change
Interest income	$		929,014			1,004,140		(7.5)	%
Interest expense			118,822			150,023		(20.8)
Net interest income			810,192			854,117		(5.1)
Provision for loan losses			69,598			320,369		(78.3)
Net interest income after provision for loan losses			740,594			533,748		38.8
Non-interest income:
Service charges on deposit accounts			77,789			78,203		(0.5)
Fiduciary and asset management fees			43,450			42,503		2.2
Brokerage revenue			27,538			26,913		2.3
Mortgage banking income			22,482			32,272		(30.3)
Bankcard fees			30,641			34,075		(10.1)
Investment securities gains, net			2,945			39,142		(92.5)
Other fee income			22,567			21,138		6.8
(Decrease) increase in fair value of private equity investments, net			(2,963)			8,233		nm
Other non-interest income			29,122			31,487		(7.5)
Total non-interest income			253,571			313,966		(19.2)
Non-interest expense:
Salaries and other personnel expense			368,152			375,872		(2.1)
Net occupancy and equipment expense			103,339			105,575		(2.1)
FDIC insurance and other regulatory fees			32,758			45,408		(27.9)
Foreclosed real estate expense, net			33,864			90,655		(62.6)
Losses on other loans held for sale, net			329			4,681		(93.0)
Professional fees			38,776			41,307		(6.1)
Third-party services			40,135			38,006		5.6
Visa indemnification charges			1,600			6,304		(74.6)
Litigation loss contingency expense (1)			10,000			-		nm
Restructuring charges			11,064			5,412		104.4
Other operating expenses			101,520			103,017		(1.5)
Total non-interest expense			741,537			816,237		(9.2)
Income before income taxes			252,628			31,477		nm
Income tax expense (benefit)			93,245			(798,732)		nm
Net income			159,383			830,209		(80.8)
Dividends and accretion of discount on preferred stock			40,830			58,703		(30.4)
Net income available to common shareholders	$		118,553			771,506		(84.6)
Net income per common share, basic			0.13			0.98		(86.5)
Net income per common share, diluted			0.13			0.85		(85.1)
Cash dividends declared per common share			0.04			0.04		-
Return on average assets			0.61	%		3.15		(80.6)
Return on average common equity			4.39			40.65		(89.2)
Weighted average common shares outstanding, basic			892,462			786,466		13.5	%
Weighted average common shares outstanding, diluted			939,580			910,102		3.2

nm - not meaningful

(1) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for periods prior to the three months ended December 31, 2013 are not disclosed separately as amounts are not material.

Synovus

INCOME STATEMENT DATA
(Unaudited)
(Dollars in thousands, except per share data)		2013									2012					4th Quarter
		Fourth       Quarter			Third         Quarter			Second         Quarter			First         Quarter			Fourth         Quarter		‘13 vs. ‘12  Change
Interest income	$		233,259			233,852			231,513			230,391			240,000		(2.8)	%
Interest expense			28,928			29,882			29,436			30,577			32,544		(11.1)
Net interest income			204,331			203,970			202,077			199,814			207,456		(1.5)
Provision for loan losses			14,064			6,761			13,077			35,696			146,526		(90.4)
Net interest income after provision for loan losses			190,267			197,209			189,000			164,118			60,930		212.3
Non-interest income:
Service charges on deposit accounts			19,647			19,426			19,195			19,521			20,883		(5.9)
Fiduciary and asset management fees			10,978			10,389			11,111			10,971			10,537		4.2
Brokerage revenue			6,307			6,636			7,002			7,594			7,127		(11.5)
Mortgage banking income			2,913			5,314			7,338			6,917			9,025		(67.7)
Bankcard fees			7,979			7,760			7,838			7,064			10,137		(21.3)
Investment securities gains, net			373			1,124			1,403			45			8,233		(95.5)
Other fee income			6,106			5,199			5,775			5,487			6,211		(1.7)
(Decrease) increase in fair value of private equity investments, net			(2,108)			284			(883)			(257)			1,805		nm
Other non-interest income			7,986			7,446			6,313			7,379			6,159		29.7
Total non-interest income			60,181			63,578			65,092			64,721			80,117		(24.9)
Non-interest expense:
Salaries and other personnel expense			91,962			92,794			89,479			93,917			94,901		(3.1)
Net occupancy and equipment expense			26,314			26,475			26,383			24,167			26,063		1.0
FDIC insurance and other regulatory fees			8,699			7,639			7,941			8,480			8,237		5.6
Foreclosed real estate expense, net			5,064			10,359			7,502			10,940			34,978		(85.5)
Losses (gains) on other loans held for sale, net			(159)			408			(86)			165			675		(123.6)
Professional fees			9,855			11,410			10,416			7,095			12,037		(18.1)
Third-party services			9,689			10,151			10,366			9,929			9,540		1.6
Visa indemnification charges			799			-			764			37			757		5.5
Litigation loss contingency expense (1)			10,000			-			-			-			-		nm
Restructuring charges			3,770			687			1,758			4,850			1,969		91.5
Other operating expenses			24,745			27,405			26,663			22,706			24,189		2.3
Total non-interest expense			190,738			187,328			181,186			182,286			213,346		(10.6)
Income before income taxes			59,710			73,459			72,906			46,553			(72,299)		182.6
Income tax expense (benefit)			21,131			27,765			27,371			16,979			(796,339)		nm
Net income			38,579			45,694			45,535			29,574			724,040		(94.7)
Dividends and accretion of discount on preferred stock			2,730			8,506			14,818			14,776			14,736		(81.5)
Net income available to common shareholders	$		35,849			37,188			30,717			14,798			709,304		(94.9)
Net income per common share, basic			0.04			0.04			0.04			0.02			0.90		(95.9)
Net income per common share, diluted			0.04			0.04			0.03			0.02			0.78		(95.3)
Cash dividends declared per common share			0.01			0.01			0.01			0.01			0.01		-
Return on average assets *			0.58	%		0.69	%		0.69	%		0.46	%		11.13		(94.8)
Return on average common equity *			5.04			5.40			4.70			2.30			149.46		(96.6)
Weighted average common shares outstanding, basic			972,279			956,694			851,093			787,043			786,576		23.6	%
Weighted average common shares outstanding, diluted			975,933			959,680			910,937			910,835			911,251		7.1

nm - not meaningful

* - ratios are annualized

(1) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for periods prior to the three months ended December 31, 2013 are not disclosed separately as amounts are not material.

Synovus

BALANCE SHEET DATA		December 31, 2013		September 30, 2013		December 31, 2012
(Unaudited)
(In thousands, except share data)
ASSETS
Cash and cash equivalents	$		469,630		514,694		614,630
Interest bearing funds with Federal Reserve Bank			644,528		966,435		1,498,390
Interest earning deposits with banks			24,325		14,060		23,442
Federal funds sold and securities purchased under resale agreements			80,975		80,177		113,517
Trading account assets, at fair value			6,113		17,363		11,102
Mortgage loans held for sale, at fair value			45,384		61,232		212,663
Other loans held for sale			10,685		9,351		10,690
Investment securities available for sale, at fair value			3,199,358		3,151,344		2,981,112
Loans, net of deferred fees and costs			20,057,798		19,711,610		19,541,690
Allowance for loan losses			(307,560)		(318,612)		(373,405)
Loans, net			19,750,238		19,392,998		19,168,285
Premises and equipment, net			468,871		476,088		479,546
Goodwill			24,431		24,431		24,431
Other intangible assets, net			3,415		3,783		5,149
Other real estate			112,629		126,640		150,271
Deferred tax asset, net			744,646		763,050		806,406
Other assets			616,376		616,714		660,378
Total assets	$		26,201,604		26,218,360		26,760,012
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$		5,642,751		5,358,659		5,665,527
Interest bearing deposits, excluding brokered deposits			14,140,037		14,339,997		14,298,768
Brokered deposits			1,094,002		1,275,200		1,092,749
Total deposits			20,876,790		20,973,856		21,057,044
Federal funds purchased, securities sold under repurchase agreements, and other short-term liabilities			148,132		194,613		201,243
Long-term debt			2,033,141		1,885,057		1,726,455
Other liabilities			194,556		232,974		205,839
Total liabilities			23,252,619		23,286,500		23,190,581
Shareholders’ equity:
Series A Preferred Stock - no par value, 967,870 shares outstanding at December 31, 2012			-		-		957,327
Series C Preferred Stock - no par value, 5,200,000 shares outstanding at December 31, 2013 and September 30, 2013			125,862		125,400		-
Common stock - $1.00 par value. 972,351,457 shares outstanding at December 31, 2013, 972,230,238 shares outstanding at September 30, 2013, and 786,579,240 shares outstanding at December 31, 2012			978,045		977,924		792,273
Additional paid-in capital			2,138,024		2,138,593		2,189,874
Treasury stock, at cost - 5,693,452 shares			(114,176)		(114,176)		(114,176)
Accumulated other comprehensive (loss) income			(41,258)		(29,514)		4,101
Accumulated deficit			(137,512)		(166,367)		(259,968)
Total shareholders’ equity			2,948,985		2,931,860		3,569,431
Total liabilities and shareholders’ equity	$		26,201,604		26,218,360		26,760,012

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)
(Unaudited)
(Dollars in thousands)
	2013							2012
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,196,561			3,062,976		3,034,152		2,984,129		3,069,000
Yield		1.94	%		1.79		1.70		1.42		1.62
Tax-exempt investment securities (2) (4)	$	7,758			9,835		11,435		14,362		17,377
Yield (taxable equivalent)		6.14	%		6.26		6.47		6.34		6.59
Trading account assets	$	10,021			13,806		7,847		8,629		9,600
Yield		4.60	%		4.50		6.34		7.12		8.04
Commercial loans (3) (4)	$	16,217,373			16,067,424		16,075,832		16,000,000		16,171,318
Yield		4.28	%		4.37		4.39		4.48		4.50
Consumer loans (3)	$	3,615,836			3,528,057		3,454,874		3,461,622		3,514,256
Yield		4.50	%		4.61		4.62		4.68		4.70
Allowance for loan losses	$	(316,001)			(328,084)		(351,075)		(372,239)		(405,237)
Loans, net (3)	$	19,517,208			19,267,397		19,179,631		19,089,383		19,280,337
Yield		4.40	%		4.50		4.52		4.54		4.65
Mortgage loans held for sale	$	46,036			85,493		129,742		179,507		208,839
Yield		3.94	%		4.07		4.35		3.80		3.72
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	1,235,144			1,375,921		1,550,113		1,343,652		1,366,422
Yield		0.24	%		0.24		0.24		0.24		0.24
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	70,815			70,741		65,014		65,330		66,630
Yield		2.85	%		2.30		2.35		2.36		2.03
Total interest earning assets	$	24,083,543			23,886,169		23,977,934		23,684,992		24,018,205
Yield		3.85	%		3.89		3.88		3.95		3.99
Interest Bearing Liabilities
Interest bearing demand deposits	$	4,102,398			3,933,902		3,895,675		3,839,707		3,872,025
Rate		0.19	%		0.23		0.18		0.18		0.18
Money market accounts	$	6,161,893			6,148,289		6,072,155		6,135,649		6,251,374
Rate		0.33	%		0.33		0.33		0.33		0.33
Savings deposits	$	605,054			607,144		609,832		581,792		558,726
Rate		0.10	%		0.11		0.11		0.11		0.10
Time deposits under $100,000	$	1,491,673			1,526,974		1,537,639		1,581,092		1,648,554
Rate		0.61	%		0.62		0.64		0.69		0.74
Time deposits over $100,000	$	2,049,094			2,022,719		1,891,624		1,958,870		2,015,582
Rate		0.80	%		0.84		0.88		0.93		0.99
Brokered money market accounts	$	210,380			202,802		202,532		202,734		180,216
Rate		0.27	%		0.27		0.31		0.32		0.34
Brokered time deposits	$	984,047			1,130,491		1,131,444		1,013,461		800,434
Rate		0.65	%		0.70		0.77		0.99		1.42
Total interest bearing deposits	$	15,604,539			15,572,321		15,340,901		15,313,305		15,326,911
Rate		0.39	%		0.42		0.42		0.44		0.47
Federal funds purchased and other short-term liabilities	$	216,757			195,717		206,046		214,661		266,431
Rate		0.15	%		0.14		0.15		0.17		0.17
Long-term debt	$	1,886,223			1,885,385		1,762,173		1,688,580		1,740,588
Rate		2.85	%		2.85		3.06		3.26		3.31
Total interest bearing liabilities	$	17,707,519			17,653,423		17,309,120		17,216,546		17,333,930
Rate		0.65	%		0.67		0.68		0.72		0.75
Non-interest bearing demand deposits	$	5,545,529			5,306,447		5,327,795		5,232,587		5,466,312
Effective cost of funds		0.47	%		0.49		0.49		0.52		0.54
Net interest margin		3.38	%		3.40		3.39		3.43		3.45
Taxable equivalent adjustment	$	481			529		557		618		766

(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, 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	$		945,014		4.7	%	$		788			0.2	%
Hotels			686,292		3.4				1,230			0.3
Office Buildings			859,954		4.3				4,211			1.0
Shopping Centers			846,965		4.2				11,176			2.7
Commercial Development			155,377		0.8				35,473			8.5
Warehouses			560,824		2.8				2,093			0.5
Other Investment Property			512,253		2.6				11,483			2.8
Total Investment Properties			4,566,679		22.8				66,454			16.1
1-4 Family Construction			141,840		0.7				2,547			0.6
1-4 Family Investment Mortgage			836,265		4.2				16,752			4.0
Residential Development			185,148		0.9				14,519			3.5
Total 1-4 Family Properties			1,163,253		5.8				33,818			8.1
Land Acquisition			707,820		3.5				154,096			37.0
Total Commercial Real Estate			6,437,752		32.1				254,368			61.1
Commercial, Financial, and Agricultural (2)			6,185,955		30.8				65,236			15.7
Owner-Occupied Real Estate			3,814,720		19.0				36,980			8.9
Total Commercial & Industrial			10,000,675		49.9				102,216			24.6
Home Equity Lines			1,587,541		7.9				17,908			4.3
Consumer Mortgages			1,519,068		7.6				39,770			9.6
Credit Cards			256,846		1.3				-			-
Other Retail Loans			284,778		1.4				2,038			0.5
Total Retail			3,648,233		18.1				59,716			14.3
Unearned Income			(28,862)		nm				-			nm
Total	$		20,057,798		100.0	%	$		416,300			100.0	%
LOANS OUTSTANDING BY TYPE COMPARISON
(Unaudited)
(Dollars in thousands)
Loan Type		Total Loans     December 31, 2013		September 30, 2013				4Q13 vs. 3Q13      % change (1)			December 31, 2012			4Q13 vs. 4Q12      % change
Multi-Family	$		945,014		953,631				(3.6)			796,110			18.7	%
Hotels			686,292		655,593				18.6			686,067			0.0
Office Buildings			859,954		799,613				29.9			773,881			11.1
Shopping Centers			846,965		866,460				(8.9)			896,869			(5.6)
Commercial Development			155,377		167,435				(28.6)			226,513			(31.4)
Warehouses			560,824		552,378				6.1			538,157			4.2
Other Investment Property			512,253		521,576				(7.1)			498,884			2.7
Total Investment Properties			4,566,679		4,516,686				4.4			4,416,481			3.4
1-4 Family Construction			141,840		138,719				8.9			137,778			2.9
1-4 Family Investment Mortgage			836,265		853,060				(7.8)			865,801			(3.4)
Residential Development			185,148		196,051				(22.1)			282,463			(34.5)
Total 1-4 Family Properties			1,163,253		1,187,830				(8.2)			1,286,042			(9.5)
Land Acquisition			707,820		731,278				(12.7)			795,341			(11.0)
Total Commercial Real Estate			6,437,752		6,435,794				0.1			6,497,864			(0.9)
Commercial, Financial, and Agricultural (2)			6,185,955		5,971,069				14.3			5,291,078			16.9
Owner-Occupied Real Estate			3,814,720		3,757,080				6.1			4,278,373			(10.8)
Total Commercial & Industrial			10,000,675		9,728,149				11.1			9,569,451			4.5
Home Equity Lines			1,587,541		1,549,582				9.7			1,542,397			2.9
Consumer Mortgages			1,519,068		1,482,860				9.7			1,411,561			7.6
Credit Cards			256,846		253,805				4.8			263,561			(2.5)
Other Retail Loans			284,778		286,422				(2.3)			277,229			2.7
Total Retail			3,648,233		3,572,669				8.4			3,494,748			4.4
Unearned Income			(28,862)		(25,002)				61.3			(20,373)			41.7
Total	$		20,057,798		19,711,610				7.0	%		19,541,690			2.6	%

(1) Percentage change is annualized.

(2) Small Business loans are reported within Commercial, Financial and Agricultural loans.

Synovus

CREDIT QUALITY DATA
(Unaudited)
(Dollars in thousands)		2013									2012		4th Quarter
		Fourth         Quarter			Third Quarter		Second Quarter		First Quarter		Fourth         Quarter		‘13 vs. ‘12         Change
Non-performing Loans	$		416,300			450,879		483,464		513,227		543,333		(23.4) %
Other Loans Held for Sale (1)			10,685			9,351		12,083		9,129		9,455		13.0
Other Real Estate			112,629			126,640		139,653		155,237		150,271		(25.0)
Non-performing Assets			539,614			586,870		635,200		677,592		703,059		(23.2)
Allowance for Loan Losses			307,560			318,612		334,880		351,772		373,405		(17.6)
Net Charge-Offs - Quarter			25,116			23,030		29,969		57,328		193,525		(87.0)
Net Charge-Offs / Average Loans - Quarter (2)			0.51	%		0.47		0.61		1.18		3.94
Non-performing Loans / Loans			2.08			2.29		2.47		2.65		2.78
Non-performing Assets / Loans, Other Loans Held for Sale & ORE			2.67			2.96		3.21		3.47		3.57
Allowance / Loans			1.53			1.62		1.71		1.82		1.91
Allowance / Non-performing Loans			73.88			70.66		69.27		68.54		68.72
Allowance / Non-performing Loans (3)			95.43			91.84		91.76		97.75		93.49
Past Due Loans over 90 days and Still Accruing	$		4,489			4,738		4,596		5,799		6,811		(34.1) %
As a Percentage of Loans Outstanding			0.02	%		0.02		0.02		0.03		0.03
Total Past Dues Loans and Still Accruing	$		72,600			78,906		80,678		88,330		104,825		(30.7)
As a Percentage of Loans Outstanding			0.36	%		0.40		0.41		0.46		0.54
Accruing troubled debt restructurings (TDRs)	$		556,410			574,236		635,125		623,900		673,383		(17.4)
(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, 2013			December 31, 2012
Tier 1 Capital	$		2,351,493			2,832,244
Total Risk-Based Capital			2,900,823			3,460,998
Tier 1 Capital Ratio			10.54	%		13.24
Tier 1 Common Equity Ratio			9.93			8.72
Total Risk-Based Capital Ratio			13.00			16.18
Tier 1 Leverage Ratio			9.13			11.00
Common Equity as a Percentage of Total Assets (2)			10.77			9.76
Tangible Common Equity as a Percentage of Tangible Assets (3)			10.68			9.66
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)			12.53			12.07
Book Value Per Common Share (4)			2.90			2.99
Tangible Book Value Per Common Share (3)			2.87			2.95
(1)    Current quarter regulatory capital information is preliminary.
(2) Common equity consists of Total Shareholders’ Equity less 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 Preferred Stock divided by total common shares outstanding.

EX-99.3

Exhibit 99.3