11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS

AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 1-10312

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

SYNOVUS FINANCIAL CORP. 2011 DIRECTOR STOCK PURCHASE PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

SYNOVUS FINANCIAL CORP.

1111 BAY AVENUE

SUITE 500

COLUMBUS, GEORGIA 31901

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm		1
Statements of Financial Condition as of December 31, 2013 and 2012		2
Statements of Operations and Changes in Plan Equity for the years ended December 31, 2013 and 2012		3
Notes to Financial Statements		4

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Financial Statements

December 31, 2013 and 2012

(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

The Plan Administrator

Synovus Financial Corp.

    2011 Director Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. 2011 Director Stock Purchase Plan as of December 31, 2013 and 2012 and the related statements of operations and changes in plan equity for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 2013 and 2012, and the results of its operations and changes in its plan equity for the years ended December 31, 2013 and 2012, in conformity with U.S. generally accepted accounting principles.

March 28, 2014

/s/ KPMG LLP

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2013 and 2012

	2013		2012
Assets
Common stock of Synovus Financial Corp., at fair value – 4,118,613 and 4,255,125 shares (cost $9,249,132 and $9,122,156)	$	14,827,007		10,425,055
Contribution receivable		89,574		151,000
Dividends receivable		41,186		42,749
	$	14,957,767		10,618,804
Plan Equity
Plan equity (354 and 376 participants)	$	14,957,767		10,618,804

See accompanying notes to financial statements.

2

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2013 and 2012

	2013			2012
Investment income:
Dividend income	$	167,868			163,030
Realized gain (loss) on distributions/withdrawals to participants (note 7)		519,221			(147,151	)
Unrealized appreciation of common stock of Synovus Financial Corp. (note 6)		4,274,977			4,300,508
Total investment income		4,962,066			4,316,387
Contributions (note 5):
Participants		1,114,224			1,439,035
Synovus Financial Corp. and participating subsidiaries and divisions		200,540			719,518
Total contributions		1,314,764			2,158,553
Withdrawals by participants – common stock of Synovus Financial Corp., at fair value (646,397 and 832,777 shares, respectively)		(1,937,867	)		(1,640,744	)
Net increase in plan equity		4,338,963			4,834,196
Plan equity at beginning of period		10,618,804			5,784,608
Plan equity at end of period	$	14,957,767			10,618,804

See accompanying notes to financial statements.

3

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2013 and 2012

(1) Description of the Plan

On February 16, 2011, the board of directors of Synovus Financial Corp. (Synovus) adopted the Synovus Financial Corp. 2011 Director Stock Purchase Plan (the Plan). The Plan was approved by Synovus’ shareholders on April 27, 2011 and became effective as of June 1, 2011. On June 1, 2011, the plan assets of a predecessor plan, the Synovus Financial Corp. Director Stock Purchase Plan, were rolled over into the Plan. The Plan is designed to enable participating directors of Synovus Financial Corp. (Synovus) and its subsidiaries to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and by Synovus, Synovus Bank, and any division of Synovus Bank (the Participating Affiliates).

Synovus serves as the Plan Administrator. The Plan agent is American Stock Transfer & Trust, LLC, hereafter referred to as “Agent.”

Any person who currently serves or in the future is elected to serve as director of Synovus or Synovus Bank or any non-employee who serves as an advisory director or divisional advisory director of any division of Synovus Bank is eligible to participate in the Plan. Participants may contribute to the Plan only through automatic transfers of contributions from their designated demand deposit accounts. Contributions by directors of Synovus Bank or any division of Synovus Bank may not exceed $1,000 per calendar quarter. Contributions by directors of Synovus may not exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by the Participating Affiliates in an amount equal to 0% to 50% of each participant’s contribution, with the applicable match to be set from time to time by Synovus’ board of directors. The match was 50% at December 31, 2012. Effective February 1, 2013 the Board approved a change to reduce the matching contribution to 15%. The match was 15% at December 31, 2013. At any time Synovus may change the matching contribution without an amendment to the Plan. All contributions to the Plan vest immediately.

The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.

The Plan maintains an account balance for each participant equal to the number of shares of Synovus common stock purchased on his/her behalf, plus related investment income or loss. Each participant has the rights and powers of ordinary Synovus shareholders over the shares of common stock held for his or her benefit in the Plan, including the right to vote his or her shares. Each participant will receive cash dividends, stock dividends, stock splits and similar changes in ownership for the shares held in the Plan to the same extent as other ordinary Synovus shareholders.

The Plan provides that all shares must be held for a minimum period of six months, during which the shares cannot be sold, transferred, assigned, pledged, or otherwise disposed of. Subsequent to the six month holding period, the Plan provides that each participant may withdraw at any time all or part of the full number of shares in his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution.

4 (Continued)

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2013 and 2012

The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of Synovus common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held on his or her behalf by the Agent.

Participation in the Plan shall automatically terminate upon termination of a participant’s status as a director whether by death, retirement, resignation, or otherwise.

Synovus reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or the Participating Affiliates prior to the date of such amendment or termination.

Synovus reserves the right to suspend Participating Affiliate contributions to the Plan at anytime.

(2) Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The Plan’s investment in Synovus common stock is stated at fair value, which is based on the closing price at year-end obtained by using market quotations on the New York Stock Exchange, the principal public exchange market for which such securities are traded. The December 31, 2013 and 2012 fair value was $3.60 and $2.45 per share, respectively.

The Plan’s investment in the common stock of Synovus is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.

The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs.

Purchases and sales of Synovus common stock are reflected on a trade-date basis. Dividend income is accrued on the record date.

Contributions by participants and Participating Affiliates are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2013 and 2012, Plan investments include 238,104 and 87,234 shares held by 28 and 10 terminated directors, respectively, who have not yet requested distribution in accordance with the terms of the Plan.

5 (Continued)

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2013 and 2012

(3) Fair Value Measurements

The Plan determines the fair value of its assets consistent with the provisions of the accounting standard for fair value measurements and disclosures. The accounting standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the accounting standard are described below:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access.

Level 2 – inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s investment in Synovus common stock is considered a Level 1 input under the fair value hierarchy.

Management of the Plan also believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature.

(4) Tax Status of the Plan

The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by the Participating Affiliates. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

6 (Continued)

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2013 and 2012

(5) Contributions

Contributions by Participating Affiliates and by participants are as of December 31, 2013 and 2012 are as follows:

	2013
			Participating
Participating affiliates	Participants		affiliates
Synovus Financial Corp.	$	151,000		22,650
Columbus Bank and Trust Company		83,731		15,436
Commercial Bank and Trust Company of Troup County		16,333		3,033
Commercial Bank of Thomasville		45,555		8,233
SB&T		70,666		12,817
The Coastal Bank of Georgia		23,666		4,444
First State Bank and Trust Company		27,222		5,483
Cohutta Banking Company		22,333		3,883
Bank of Coweta		3,667		1,250
First Community Bank of Tifton		32,889		5,867
Community Bank and Trust of Southeast Alabama		17,667		3,350
CB&T of Middle Georgia		38,666		7,200
First Coast Community Bank		10,000		1,928
CB&T of East Alabama		39,500		6,800
Sea Island Bank		54,555		9,844
Citizens First Bank		41,000		7,433
AFB&T		52,333		9,522
Coastal Bank and Trust of Florida		35,333		6,350
First Commercial Bank (Birmingham)		38,222		7,017
The Bank of Tuscaloosa		32,000		5,733
Sterling Bank		29,000		5,283
First Bank of Jasper		23,000		4,306
First Commercial Bank (Huntsville)		25,333		4,733
Tallahassee State Bank		11,000		2,194
NBSC		59,999		10,867
Bank of North Georgia		18,222		3,628
Georgia Bank and Trust		17,000		3,139
The Bank of Nashville		28,333		5,183
Trust One Bank		18,000		3,517
Synovus Bank of Jacksonville		20,666		3,800
Synovus Bank		27,333		5,617
Total contributions	$	1,114,224		200,540

7 (Continued)

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2013 and 2012

	2012
			Participating
Participating affiliates	Participants		affiliates
Synovus Financial Corp.	$	188,853		94,426
Columbus Bank and Trust Company		104,366		52,183
Commercial Bank and Trust Company of Troup County		23,524		11,762
Commercial Bank of Thomasville		48,373		24,186
SB&T		83,824		41,912
The Coastal Bank of Georgia		32,249		16,124
First State Bank and Trust Company		50,361		25,180
Cohutta Banking Company		21,536		10,768
Bank of Coweta		23,855		11,928
First Community Bank of Tifton		31,807		15,903
Community Bank and Trust of Southeast Alabama		31,807		15,903
CB&T of Middle Georgia		48,704		24,352
First Coast Community Bank		14,577		7,289
CB&T of East Alabama		35,782		17,891
Sea Island Bank		59,417		29,708
Citizens First Bank		46,054		23,027
AFB&T		59,969		29,984
Coastal Bank and Trust of Florida		43,734		21,867
First Commercial Bank (Birmingham)		46,716		23,358
The Bank of Tuscaloosa		59,969		29,985
Sterling Bank		35,451		17,726
First Bank of Jasper		29,156		14,578
First Commercial Bank (Huntsville)		34,126		17,063
Tallahassee State Bank		20,542		10,271
NBSC		63,614		31,807
Bank of North Georgia		35,672		17,836
Georgia Bank and Trust		21,204		10,602
The Bank of Nashville		35,783		17,891
Trust One Bank		28,494		14,247
Synovus Bank of Jacksonville		24,186		12,093
Synovus Bank		55,330		27,668
Total contributions	$	1,439,035		719,518

8 (Continued)

SYNOVUS FINANCIAL CORP.

2011 DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2013 and 2012

(6) Unrealized Appreciation (Depreciation) in Common Stock of Synovus Financial Corp.

Changes in unrealized appreciation (depreciation) in Synovus common stock are for the periods ending December 31, 2013 and 2012 are as follows:

	2013		2012
Unrealized appreciation (depreciation) at beginning of period	$	1,302,899		(2,997,609	)
Unrealized appreciation at end of period		5,577,876		1,302,899
Total unrealized appreciation	$	4,274,977		4,300,508

(7) Realized Gains (Losses) on Withdrawal/Distributions to Participants

The realized gains (losses) on withdrawal/distributions to participants are summarized for the periods ending December 31, 2013 and 2012 are as follows:

	2013		2012
Fair value at date of distribution or redemption of shares of Synovus common stock	$	1,937,867		1,640,744
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		1,418,646		1,787,895
Total realized gains (losses)	$	519,221		(147,151	)

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus Financial Corp., as administrator of the Synovus Financial Corp. 2011 Director Stock Purchase Plan, has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	SYNOVUS FINANCIAL CORP. 2011 DIRECTOR STOCK PURCHASE PLAN
	BY:	SYNOVUS FINANCIAL CORP., AS PLAN ADMINISTRATOR
March 28, 2014	By:	/s/ Allan E. Kamensky
		Allan E. Kamensky
		Executive Vice President, General Counsel and Secretary

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Plan Administrator

Synovus Financial Corp.

            2011 Director Stock Purchase Plan:

We consent to the incorporation by reference in the registration statement (No. 333-187465) on Form S-8 of Synovus Financial Corp. of our report dated March 28, 2014, with respect to the statements of financial condition of the Synovus Financial Corp. 2011 Director Stock Purchase Plan (the “Plan”) as of December 31, 2013 and 2012, and the related statements of operations and changes in plan equity for the years then ended, which report appears in the December 31, 2013 Annual Report for Form 11-K of the Synovus Financial Corp. 2011 Director Stock Purchase Plan.

(Signed) KPMG LLP

Atlanta, Georgia

March 28, 2014