Well Capitalized - The insured depository institution exceeds the required minimum level for each relevant capital measure. A well capitalized insured depository institution is one (1) having a total risk-based capital ratio of 10 percent or greater, (2) having a Tier 1 risk-based capital ratio of 6 percent or greater, (3) having a leverage capital ratio of 5 percent or greater, and (4) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.

Adequately Capitalized - The insured depository institution meets the required minimum level for each relevant capital measure. An adequately capitalized insured depository institution is one (1) having a total risk-based capital ratio of 8 percent or greater, (2) having a Tier 1 risk-based capital ratio of 4 percent or greater, and (3) having a leverage capital ratio of 4 percent or greater, or a leverage capital ratio of 3 percent or greater if the institution is rated composite 1 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity and Sensitivity to market risk) rating system; and (4) failing to meet the definition of a well capitalized bank.

Undercapitalized - The insured depository institution fails to meet the required minimum level for any relevant capital measure. An undercapitalized insured depository institution is one (1) having a total risk-based capital ratio of less than 8 percent, (2) having a Tier 1 risk-based capital ratio of less than 4 percent, or (3) a leverage capital ratio of less than 4 percent, or if the institution is rated a composite 1 under the CAMELS rating system, a leverage capital ratio of less than 3 percent.

Significantly Undercapitalized - The insured depository institution is significantly below the required minimum level for any relevant capital measure. A significantly undercapitalized insured depository institution is one (1) having a total risk-based capital ratio of less than 6 percent, (2) a Tier 1 risk-based capital ratio of less than 3 percent, or (3) a leverage capital ratio of less than 3 percent.

Critically Undercapitalized - The insured depository institution fails to meet a critical capital level set by the appropriate federal banking agency. A critically undercapitalized institution is one having a ratio of tangible equity to total assets that is equal to or less than 2 percent.

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The regulations permit the appropriate federal banking regulator to downgrade an institution to the next lower category if the regulator determines after notice and opportunity for hearing or response that the institution (1) is in an unsafe or unsound condition or (2) has received and not corrected a less-than-satisfactory rating for any of the categories of asset quality, management, earnings or liquidity in its most recent examination. Supervisory actions by the appropriate federal banking regulator depend upon an institution's classification within the five categories. Our management believes that we and our bank subsidiary have the requisite capital levels to qualify as well capitalized institutions under the Federal Deposit Insurance Corporation Improvement Act regulations. See ~~Note 14 of Notes to Consolidated Financial Statements in~~ “Part II - Item 8”7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” and "Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Regulatory Capital" of this ~~Report.~~Report for further information.

If an institution fails to remain well-capitalized, it will be subject to a variety of enforcement remedies that increase as the capital condition worsens. For instance, the Federal Deposit Insurance Corporation Improvement Act generally prohibits a depository institution from making any capital distribution, including payment of a dividend, or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized as a result. See ~~“- Dividends.”~~“Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Dividends” of this Report for further information. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC, are subject to growth limitations and are required to submit capital restoration plans for regulatory approval. A depository institution's holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution's assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.

Deposit Insurance and Assessments

Deposits at our bank are insured by the DIF as administered by the FDIC, up to the applicable limits established by law. The Dodd-Frank Act amended the statutory regime governing the DIF. Among other things, the Dodd-Frank Act established a minimum ~~designated reserve ratio (“DRR”)~~DRR of 1.35 percent of estimated insured deposits, required that the fund reserve ratio reach 1.35 percent by September 30, 2020 and directed the FDIC to amend its regulations to redefine the assessment base used for calculating deposit insurance assessments. Specifically, the Dodd-Frank Act requires the assessment base to be an amount equal to the average consolidated total assets of the insured depository institution during the assessment period, minus the sum of the average tangible equity of the insured depository institution during the assessment period and an amount the FDIC determines is necessary to

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establish assessments consistent with the risk-based assessment system found in the Federal Deposit Insurance Act.

In December of 2010, the FDIC adopted a final rule setting the DRR at 2.0 percent. Furthermore, on February 7, 2011, the FDIC issued a final rule changing its assessment system from one based on domestic deposits to one based on the average consolidated total assets of a bank minus its average tangible equity during each quarter. The February 7, 2011 final rule modifies two adjustments added to the risk-based pricing system in 2009 (an unsecured debt adjustment and a brokered deposit adjustment), discontinues a third adjustment added in 2009 (the secured liability adjustment), and adds an adjustment for long-term debt held by an insured depository institution where the debt is issued by another insured depository institution. Under the February 7, 2011 final rule, the total base assessment rates will vary depending on the DIF reserve ratio. For example, for banks in the best risk category, the total base assessment rates will be between 2.5 and 9 basis points when the DIF reserve ratio is below 1.15 percent, between 1.5 and 7 basis points when the DIF reserve ratio is between 1.15 percent and 2 percent, between 1 and 6 basis points when the DIF reserve ratio is between 2 percent and 2.5 percent and between 0.5 and 5 basis points when the DIF reserve ratio is 2.5 percent or higher.

In addition, the FDIC collects FICO deposit assessments, which is calculated off of the new assessment base established by the Dodd-Frank Act. FICO assessments are set quarterly, and ~~in 2011 ranged from 1.020~~was .660 (annual) basis points for all four quarters in ~~the first quarter to .680 (annual) basis points in the second, third and fourth quarters.~~2012. Synovus Bank pays the deposit insurance assessment, less offset available by means of prepaid assessment credits, and pays the quarterly FICO assessments.

~~The~~Notably, the Dodd-Frank Act ~~provides~~provided temporary, unlimited deposit insurance for all noninterest-bearing transaction ~~accounts. In~~accounts through December 31, 2012. However, as of January ~~2011, the FDIC issued final rules implementing~~1, 2013 when this provision of the Dodd-Frank Act ~~by including IOLTA accounts within the definition~~expired, all of a depositor's accounts at an insured depository institution, including all noninterest-bearing transaction ~~account. Per~~accounts, are insured by the FDIC's final rules, all funds held in IOLTA accounts, together with all other noninterest-bearing transaction account deposits, are fully insured, without limit, from December 31, 2010, through December 31, 2012.FDIC up to the standard maximum deposit insurance amount ($250,000), for each deposit insurance ownership category. See “Part I -

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Item 1A. Risk Factors - Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive ~~position.~~position" of this Report.

On November 12, 2009, the FDIC imposed a requirement on all financial institutions to prepay three years of FDIC insurance premiums. On December 30, 2009, Synovus prepaid $188.9 million of FDIC insurance premiums for the next three years. On December 31, ~~2011,~~2012, Synovus' prepaid FDIC insurance premiums totaled approximately ~~$76.6 million.~~$34.4 million.

With respect to brokered deposits, an insured depository institution must be well-capitalized in order to accept, renew or roll over such deposits without FDIC clearance. An adequately capitalized insured depository institution must obtain a waiver from the FDIC in order to accept, renew or roll over brokered deposits. Undercapitalized insured depository institutions generally may not accept, renew or roll over brokered deposits. See the ~~“Deposits” section of~~ “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations - Deposits” of this ~~Report.~~Report for further information.

Dodd-Frank Act; Future Changes to Legal Framework

On July 21, 2010, President Obama signed into law the Dodd-Frank Act, which has and will continue to substantially change the regulatory framework under which we ~~operate over the next several years.~~operate. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial-services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among the bank regulatory agencies. Among the provisions that may affect the operations of Synovus or Synovus Bank are the following:

Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.

New limitations on federal preemption.

New prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund.

Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.

Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.

Changes to the assessment base for deposit insurance premiums.

Permanently raising the FDIC's standard maximum insurance amount to ~~$250,000 and, through December 31, 2012, providing unlimited insurance coverage for noninterest-bearing demand transaction accounts.~~$250,000.

Repeal of the prohibition on the payment of interest on demand deposits, effective July 21, 2011, thereby permitting depository institutions to pay interest on business transaction and other accounts.

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Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk by taking covered financial institutions and are deemed to be excessive, or that may lead to material losses.

Requirement that sponsors of asset-backed securities retain a percentage of the credit risk underlying the securities.

Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating creditworthiness.

Some of these and other major changes, such as the ~~planned~~ expiration of the unlimited insurance coverage for noninterest-bearing demand transaction accounts, atwhich occurred on December 31, 2012, could materially impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. Many of these provisions became effective upon enactment of the Dodd-Frank Act, while others are subject to further study, rule-making, and the discretion of regulatory bodies. For example, the Dodd-Frank Act contains provisions (known as the “Volcker Rule”) that are intended to restrict the ability of a bank to engage in proprietary trading that is viewed as risking the financial stability of the institution. “Proprietary trading” is defined in the Dodd-Frank Act to mean engaging as a principal for the trading account of a banking organization or supervised nonbank financial company in any transaction to purchase or sell, or otherwise acquire or dispose of: (1) any security; (2) any derivative; (3) any contract of sale of a commodity for future delivery; (4) any option on any such security, derivative, or contract; or (5) any other security or financial instrument that the federal regulators may determine by regulation. A proposal to implement these restrictions was issued in 2011; however, the statutory deadline for issuing the final rule has passed. It is anticipated that a final version of these rules will be issued in 2013.

In light of these significant changes and the discretion afforded to federal regulators, we cannot fully predict the effect that compliance with the Dodd-Frank Act or any implementing regulations will have on Synovus' businesses or its ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect Synovus' business, financial condition or results of operations. See “Part 1 - Item 1A. Risk Factors - Regulation of the financial services

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industry is undergoing major changes, and future legislation could increase our cost of doing business or harm our competitive ~~position”~~position” of this Report.

Additional changes to the laws and regulations applicable to us are frequently proposed at both the federal and state levels. The likelihood, timing, and scope of any such change and the impact any such change may have on us are impossible to determine with any certainty.

Consumer Protection Regulations

Retail activities of banks are subject to a variety of statutes and regulations designed to protect ~~consumers.~~consumers, which are enforced at the federal level by the CFPB. Interest and other charges collected or contracted for by banks are subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to federal laws applicable to credit transactions, such as:

the federal Truth-In-Lending Act and Regulation Z ~~issued by the Federal Reserve Board,~~, governing disclosures of credit terms to consumer borrowers;

the Home Mortgage Disclosure Act and Regulation C, ~~issued by the Federal Reserve Board,~~ requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

the Equal Credit Opportunity Act and Regulation B, ~~issued by the Federal Reserve Board,~~ prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

the Fair Credit Reporting Act and Regulation V, ~~issued by the Federal Reserve Board,~~ governing the use and provision of information to consumer reporting agencies;

the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

the guidance of the various federal agencies charged with the responsibility of implementing such federal laws.

Deposit operations also are subject to:

the Truth in Savings Act and Regulation DD, ~~issued by the Federal Reserve Board,~~ which requires disclosure of deposit terms to consumers;

Regulation CC, ~~issued by the Federal Reserve Board,~~ which relates to the availability of deposit funds to consumers;

the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and

the Electronic Funds Transfer Act and Regulation E, ~~issued by the Federal Reserve Board,~~ which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking ~~services.~~services,which the CFPB is in the process of expanding to include a new compliance regime that will govern electronic transfers initiated by consumers in the U.S. to recipients in foreign countries.

Rulemaking authority for these and other consumer financial protection laws transferred from the prudential regulators to the CFPB on July 21, 2011. It is anticipated that many of the foregoing consumer laws and regulations will change as a result of the Dodd-Frank Act and other developments.

For example, the CFPB recently issued rules that are likely to impact our residential mortgage lending practices, and the residential mortgage market generally, including rules that implement the “ability-to-repay” requirement and provide protection from liability for “qualified mortgages,” as required by the Dodd-Frank Act. The ability-to-repay rule, which will take effect on January 10, 2014, requires lenders to consider, among other things, income, employment status, assets, employment, payment amounts, and credit history before approving a mortgage, and provides a compliance “safe harbor” for lenders that issue certain “qualified mortgages.” The rules define a “qualified mortgage” to have certain specified characteristics, and generally prohibit loans with negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years from being qualified mortgages. The rule also establishes general underwriting criteria for qualified mortgages, including that monthly payments be calculated based on the highest payment that will apply in the first five years of the loan and that the borrower have a total debt-to-income ratio that is less than or equal to 43 percent. While “qualified mortgages” will generally be afforded safe harbor status, a rebuttable presumption of compliance will attach to mortgages that also meet the definition of a “higher priced mortgage” (which are generally subprime loans). As the definition of “qualified mortgage” provides either a safe harbor or a rebuttable presumption of compliance with the ability-to-repay requirement, the definition is expected to establish the parameters for the majority of consumer mortgage lending in the U.S.

Reflecting the CFPB's focus on the residential mortgage lending market, the CFPB also recently issued rules to implement requirements of the Dodd-Frank Act pertaining to mortgage loan origination (including with respect to loan originator compensation and loan originator qualifications) and has proposed, but not finalized, integrated mortgage disclosure rules that will replace and combine certain existing requirements under the Truth in Lending Act and Real Estate Settlement Procedures Act.

In addition, there are a number of significant consumer protection standards that apply to functional areas of operation (rather than applying only to loan or deposit products). For example, in June 2010, the Federal Reserve issued a final rule establishing

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standards for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions. The Federal Reserve and FDIC also recently enacted consumer protection regulations related to automated overdraft payment programs offered by financial institutions. The FDIC has also issued rules aimed at protecting consumer in connection with retail foreign exchange transactions. In ~~addition,~~recent years, the Federal Reserve ~~has been actively revising Regulation E, which governs electronic transactions, including~~and CFPB have made a ~~recent proposal governing remittance transfer transactions. Among the finalized~~number of changes ~~made~~ to Regulation E,E. Among these changes is the

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November 2009 amendment, which prohibits financial institutions, including Synovus Bank, from charging consumers fees for paying overdrafts on automated teller machine and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions. Regulation E amendments also require financial institutions to provide consumers with a notice that explains the financial institution's overdraft services, including the fees associated with the service and the consumer's choices. The amendments to Regulation E became effective on August 1, 2010.

In November 2010, the FDIC supplemented the Regulation E amendments by requiring FDIC-supervised institutions, including Synovus Bank, to implement additional changes relating to automated overdraft payment programs by July 1, 2011. The most significant of these changes require financial institutions to monitor overdraft payment programs for “excessive or chronic” customer use and undertake “meaningful and effective” follow-up action with customers that overdraw their accounts more than six times during a rolling 12-month period. The additional guidance also imposes daily limits on overdraft charges, requires institutions to review and modify check-clearing procedures, prominently distinguish account balances from available overdraft coverage amounts and requires increased board and management oversight regarding overdraft payment programs. The CFPB has also amended Regulation E to establish rules for a new category of consumer-initiated electronic transfers known as “remittance transfers,” which will require financial institutions to provide consumers that transfer funds to overseas recipients with detailed disclosures and to meet other requirements.

~~Many of the foregoing laws and regulations are subject to change resulting from the provisions in the Dodd-Frank Act, which in many cases calls for revisions to implementing regulations.~~ In addition, oversight responsibilities of these and other consumer protection laws and regulations transferred from the bank's primary regulator to the CFPB. The CFPB is in the process of republishing the transferred regulations in a new section of the Code of Federal Regulations but has not yet made substantive changes to these rules. Itit is anticipated that the CFPB will ~~be making substantive changes to a number of consumer protection regulations and associated disclosures~~engage in numerous other rulemakings in the near ~~term.~~term that may impact our business, as the CFPB has indicated that, in addition to specific statutory mandates, it is working on a wide range of initiatives to address issues in markets for consumer financial products and services. For example, the CFPB has recently requested comments regarding an effort to “streamline” consumer regulations. and has established a database to collect, track and make public consumer complaints, including complaints against individual financial institutions. We cannot predict the effect that being regulated by a new, additional regulatory authority focused on consumer financial protection, or any new implementing regulations or revisions to existing regulations that may result from the establishment of this new authority, will have on Synovus' businesses. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect Synovus' business, financial condition or results of operations. See “Part 1 - Item 1A. Risk Factors - Regulation of the financial services industry ~~is undergoing~~continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive ~~position”~~position” of this Report.

In addition, Synovus Bank may also be subject to certain state laws and regulations designed to protect consumers.

Anti-Money Laundering; USA PATRIOT Act; Office of Foreign Assets Control

Financial institutions must maintain anti-money laundering programs that include established internal policies, procedures, and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. We are prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence in dealings with foreign financial institutions and foreign customers. We also must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions. Recent laws provide law enforcement authorities with increased access to financial information maintained by banks. Anti-money laundering obligations have been substantially strengthened as a result of the USA PATRIOT Act, enacted in 2001 and renewed in 2006. ~~Bank regulators routinely examine institutions for compliance with these obligations and are required to consider compliance in connection with the regulatory review of applications.~~

The USA PATRIOT Act amended, in part, the Bank Secrecy Act and provides for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering. The statute also creates enhanced information collection tools and enforcement mechanics for the U.S. government, including: (1) requiring standards for verifying customer identification at account opening; (2) promulgating rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering; (3) requiring reports by nonfinancial trades and businesses filed with ~~the Treasury's Financial Crimes Enforcement Network~~FinCEN for transactions exceeding $10,000; and (4) mandating the filing of suspicious activities reports if a bank believes a customer may be violating U.S. laws and regulations. The statute also requires enhanced due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S. persons.

The Federal Bureau of Investigation may send bank regulatory agencies lists of the names of persons suspected of involvement in terrorist activities. Our banks can be requested to search their records for any relationships or transactions with persons on those lists and may be required to report any identified relationships or transactions. Furthermore, ~~the Office of Foreign Assets Control, or~~ OFAC, is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons. If we find a name on any transaction,

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account or wire transfer that is on an OFAC list, we must freeze such account, file a suspicious activity report and notify the appropriate authorities.

Bank regulators routinely examine institutions for compliance with these anti-money laundering obligations and recently have been active in imposing “cease and desist” and other regulatory orders and money penalty sanctions against institutions found to be in violation of these requirements. In addition, FinCEN is in the process of establishing new regulations that would require financial institutions to obtain beneficial ownership information for certain accounts, however, it has yet to establish final regulations on this topic.

Commitments to Synovus Bank

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Under the Federal Reserve Board's policy, we are expected to serve as a source of financial strength to Synovus Bank and to commit resources to support Synovus Bank in circumstances when we might not do so absent such policy. Under the Bank Holding Company Act, the Federal Reserve Board may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, upon the Federal Reserve Board's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any depository institution subsidiary. Further, the Federal Reserve Board has discretion to require a bank holding company to divest itself of any bank or non-bank subsidiaries if the agency determines that any such divestiture may aid the depository institution's financial condition. In addition, any ~~capital~~ loans by us to Synovus Bank would be subordinate in right of payment to depositors and to certain other indebtedness of the bank. Notably, the Dodd-Frank Act codified the Federal Reserve's “source of strength” doctrine; this statutory change became effective July 21, 2011. In addition to the foregoing requirements, the Dodd-Frank Act's new provisions authorize the Federal Reserve to require a company that directly or indirectly controls a bank to submit reports that are designed both to assess the ability of such company to comply with its “source of strength” obligations and to enforce the company's compliance with these obligations. As of the date of this Report, the Federal Reserve and other federal banking regulators have not yet issued rules implementing this requirement, ~~which~~though it is understood that regulators are ~~scheduled~~engaged in a joint effort to ~~be issued by July 21, 2012.~~produce these rules.

If we were to enter bankruptcy or become subject to the orderly liquidation process established by the Dodd-Frank Act, any commitment by us to a federal bank regulatory agency to maintain the capital of Synovus Bank would be assumed by the bankruptcy trustee or the FDIC, as appropriate, and entitled to a priority of payment. In addition, the FDIC provides that any insured depository institution generally will be liable for any loss incurred by the FDIC in connection with the default of, or any assistance provided by the FDIC to, a commonly controlled insured depository institution. Synovus Bank is an FDIC-insured depository institution and thus subject to these requirements.

Transactions with Affiliates and Insiders

A variety of legal limitations restrict ~~our subsidiary bank~~Synovus Bank from lending or otherwise supplying funds or in some cases transacting business with us or ~~our~~Synovus' non-bank subsidiaries. Synovus Bank is subject to Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation W. Section 23A places limits on the amount of “covered transactions,” which include loans or extensions of credit to, investments in or certain other transactions with, affiliates as well as the amount of advances to third parties collateralized by the securities or obligations of affiliates. The aggregate of all covered transactions is limited to 10 percent of the bank's capital and surplus for any one affiliate and 20 percent for all affiliates. Furthermore, within the foregoing limitations as to amount, certain covered ~~transaction~~transactions must meet specified collateral requirements ranging from 100 to 130 percent. Also, ~~the bank~~Synovus Bank is prohibited from purchasing low quality assets from any of its affiliates. Section 608 of the Dodd-Frank Act broadens the definition of “covered ~~transactions”~~transaction” to include derivative transactions and the borrowing or lending of securities if the transaction will cause a bank to have credit exposure to an affiliate. The ~~revised~~expanded definition of “covered transaction” also includes the acceptance of debt obligations ofissued by an affiliate as collateral for a bank's loan or extension of credit to a third-party. Furthermore, reverse repurchase transactions will be viewed as extensions of credit (instead of asset purchases) and thus become subject to collateral requirements. ~~These~~While final amendments to Regulation W have not yet been adopted, the expanded definitions ~~take~~took effect on July 21, ~~2012.~~2012 under the terms of the Dodd-Frank Act.

Section 23B, among other things, prohibits an institution from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with nonaffiliated companies. Except for limitations on low quality asset purchases and transactions that are deemed to be unsafe or unsound, Regulation W generally excludes affiliated depository institutions from treatment as affiliates. Transactions between a bank and any of its subsidiaries that are engaged in certain financial activities may be subject to the affiliated transaction limits. The Federal Reserve Board also may designate bank subsidiaries as affiliates.

Banks are also subject to quantitative restrictions on extensions of credit to executive officers, directors, principal shareholders, and their related interests. In general, such extensions of credit (1) may not exceed certain dollar limitations, (2) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions

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with third parties and (3) must not involve more than the normal risk of repayment or present other unfavorable features. Certain extensions of credit also require the approval of a bank's board of directors.

Regulatory Examinations

Federal and state banking agencies require us and our subsidiary bank to prepare annual reports on financial condition and to conduct an annual audit of financial affairs in compliance with minimum standards and procedures. Synovus Bank, and in some cases we and our nonbank affiliates, must undergo regular on-site examinations by the appropriate regulatory agency, which will examine for adherence to a range of legal and regulatory compliance responsibilities. A bank regulator conducting an examination has complete access to the books and records of the examined institution. The results of the examination are confidential. The cost of examinations may be assessed against the examined institution as the agency deems necessary or appropriate.

Community Reinvestment Act

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The Community Reinvestment Act requires the FDIC to evaluate the record of Synovus Bank in meeting the credit needs of its local community, including low and moderate income neighborhoods. These evaluations are considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could result in additional requirements and limitations on the bank.

Commercial Real Estate Lending

Lending operations that involve concentrations of commercial real estate loans are subject to enhanced scrutiny by federal banking regulators. The regulators have advised financial institutions of the risks posed by commercial real estate lending concentrations. Such loans generally include land development, construction loans and loans secured by multifamily property, and nonfarm, nonresidential real property where the primary source of repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for examiners to help identify institutions that are potentially exposed to concentration risk and may warrant greater supervisory scrutiny:

total reported loans for construction, land development and other land represent 100 percent or more of the institutions total capital, or

total commercial real estate loans represent 300 percent or more of the institution's total capital, and the outstanding balance of the institution's commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

In October 2009, the federal banking agencies issued additional guidance on commercial real estate lending that emphasizes these considerations.

In addition, the Dodd-Frank Act contains provisions that may impact our business by reducing the amount of our commercial real estate lending and increasing the cost of borrowing, including rules relating to risk retention of securitized assets. Section 941 of the Dodd-Frank Act requires, among other things, a loan originator or a securitizer of asset-backed securities to retain a percentage of the credit risk of securitized assets. The banking agencies have jointly issued a proposed rule to implement these requirements but have yet to issue final rules.

Branching

The Dodd-Frank Act substantially amended the legal framework that had previously governed interstate branching activities. Formerly, under the Reigle-Neal Interstate Banking and Branching Efficiency Act of 1994, a bank's ability to branch into a particular state was largely dependent upon whether the state “opted in” to de novo interstate branching. Many states did not “opt-in,” which resulted in branching restrictions in those states. The Dodd-Frank Act removed the “opt-in” concept and permits banks to engage in de novo branching outside of their home states, provided that the laws of the target state permit banks chartered in that state to branch within that state. Accordingly, de novo interstate branching by Synovus Bank is subject to these new standards. All branching in which Synovus Bank may engage remains subject to regulatory approval and adherence to applicable legal and regulatory requirements.

Anti-Tying Restrictions

In general, a bank may not extend credit, lease, sell property, or furnish any services or fix or vary the consideration for them on the condition that (1) the customer obtain or provide some additional credit, property, or services from or to the bank or bank holding company or their subsidiaries, or (2) the customer not obtain some other credit, property, or services from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended. A bank may, however, offer combined-balance products and may otherwise offer more favorable terms if a customer obtains two or more traditional bank products. Also, certain foreign transactions are exempt from the general rule.

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Privacy and Credit Reporting

Financial institutions are required to disclose their policies for collecting and protecting confidential customer information. Customers generally may prevent financial institutions from sharing nonpublic personal financial information with nonaffiliated third parties, with some exceptions, such as the processing of transactions requested by the consumer. Financial institutions generally may not disclose certain consumer or account information to any nonaffiliated third-party for use in telemarketing, direct mail marketing or other marketing. Federal and state banking agencies have prescribed standards for maintaining the security and confidentiality of consumer information, and we are subject to such standards, as well as certain federal and state laws or standards for notifying consumers in the event of a security breach.

Synovus Bank utilizes credit bureau data in underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act and Regulation V on a uniform, nationwide basis, including credit reporting, prescreening, and sharing of information between affiliates and the use of credit data. The Fair and Accurate Credit Transactions Act, which amended the Fair Credit Reporting Act, permits states to enact identity theft laws that are not inconsistent with the conduct required by the provisions of that Act.

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Enforcement Powers

Synovus Bank and its “institution-affiliated parties,” including management, employees, agents, independent contractors and consultants, such as attorneys and accountants and others who participate in the conduct of the institution's affairs, are subject to potential civil and criminal penalties for violations of law, regulations or written orders of a government agency. Violations can include failure to timely file required reports, filing false or misleading information or submitting inaccurate reports. Civil penalties may be as high as $1,000,000 a day for such violations and criminal penalties for some financial institution crimes may include imprisonment for 20 years. Regulators have flexibility to commence enforcement actions against institutions and institution-affiliated parties, and the FDIC has the authority to terminate deposit insurance. When issued by a banking agency, cease-and-desist and similar orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering agency. The federal banking agencies also may remove a director or officer from an insured depository institution (or bar them from the industry) if a violation is willful or reckless.

We have entered into ~~a memorandum of understanding~~an MOU with the Federal Reserve Bank of Atlanta and the Georgia Commissioner pursuant to which we ~~agreed to implement~~have implemented plans that are intended to, among other things, minimize credit losses and reduce the amount of our distressed assets, limit and manage our concentrations in commercial real estate loans, improve our credit risk management and related policies and procedures, address liquidity management and current and future capital requirements, strengthen enterprise risk management practices, and provide for succession planning for key corporate and regional management positions. Additionally, Synovus Bank is presently subject to ~~a memorandum of understanding~~an MOU with the Georgia Commissioner and the FDIC that is substantially similar in substance and scope to the holding company memorandum of understanding described above and, as a result of recent compliance exams, Synovus Bank has entered into an informal written agreement with the FDIC relating to certain compliance matters. See “Part I - Item 1A. Risk Factors - We presently are ~~presently~~ subject to, and in the future may become subject to, ~~additional~~ supervisory actions ~~and/or~~and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common ~~Stock”~~Stock” of this Report.

Monetary Policy and Economic Controls

The earnings of Synovus Bank, and therefore our earnings, are affected by the policies of regulatory authorities, including the monetary policy of the Federal Reserve Board. An important function of the Federal Reserve Board is to promote orderly economic growth by influencing interest rates and the supply of money and credit. Among the methods that have been used to achieve this objective are open market operations in U.S. government securities, changes in the discount rate for bank borrowings, expanded access to funds for nonbanks and changes in reserve requirements against bank deposits. These methods are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, interest rates on loans and securities, and rates paid for deposits. Recently, in response to the financial crisis, the Federal Reserve Board has created several innovative programs to stabilize certain financial institutions and to ensure the availability of credit.

The effects of the various Federal Reserve Board policies on our future business and earnings cannot be predicted. We cannot predict the nature or extent of any effects that possible future governmental controls or legislation might have on our business and earnings.

Depositor Preference Statute

Federal law provides that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution are afforded priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the liquidation or other resolution of the institution by any receiver.

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TARP Regulations

EESA and ARRA

Under the EESA, Congress has the ability to impose “after-the-fact” terms and conditions on participants in the CPP. As a participant in the CPP, we are subject to any such retroactive legislation. On February 10, 2009, the Treasury announced the Financial Stability Plan ~~under the EESA (“the Financial Stability Plan”)~~ which is intended to further stabilize financial institutions and stimulate lending across a broad range of economic sectors. On February 18, 2009, President Obama signed the ARRA, a broad economic stimulus package that included additional restrictions on, and potential additional regulation of, financial institutions.

On June 10, 2009, under the authority granted to it under ARRA and EESA, the Treasury issued an interim final rule under Section 111 of EESA, as amended by ARRA, regarding compensation and corporate governance restrictions that would be imposed

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on TARP recipients, effective June 15, 2009. As a TARP recipient with currently outstanding TARP obligations, we are subject to the compensation and corporate governance restrictions and requirements set forth in the interim final rule, which, among other things: (1) prohibit us from paying or accruing bonuses, retention awards or incentive compensation, except for certain long-term stock awards, to our senior executives and next 20 most highly compensated employees; (2) prohibit us from making severance payments to any of our senior executive officers or next five most highly compensated employees; (3) require us to conduct semi-annual risk assessments to assure that our compensation arrangements do not encourage “unnecessary and excessive risks” or the manipulation of earnings to increase compensation; (4) require us to recoup or “clawback” any bonus, retention award or incentive compensation paid by us to a senior executive officer or any of our next 20 most highly compensated employees, if the payment was based on financial statements or other performance criteria that are later found to be materially inaccurate; (5) prohibit us from providing tax gross-ups to any of our senior executive officers or next 20 most highly compensated employees; (6) require us to provide enhanced disclosure of perquisites, and the use and role of compensation consultants; (7) required us to adopt a corporate policy on luxury and excessive expenditures; (8) require our chief executive officer and chief financial officer to provide period certifications about our compensation practices and compliance with the interim final rule; (9) require us to provide enhanced disclosure of the relationship between our compensation plans and the risk posed by those plans; and (10) require us to provide an annual non-binding shareholder vote, or “say-on-pay” proposal, to approve the compensation of our executives, consistent with regulations promulgated by the SEC. On January 12, 2010, the SEC adopted final regulations setting forth the parameters for such say-on pay proposals for public company TARP participants. Notably, the Dodd-Frank Act contains separate requirements relating to compensation ~~arrangement.~~arrangements. Specifically, the Act requires banking regulators to issue regulations or guidelines to prohibit incentive-based compensation arrangements that encourage inappropriate risk taking by providing excessive compensation or that may lead to material loss at certain financial institutions with $1 billion or more in assets. A proposed rule was published in the Federal Register on April 14, ~~2011,~~2011; however, regulators have yet to issue final rules on the topic.

Additional regulations applicable to TARP recipients adopted as part of EESA, the Financial Stability Plan, ARRA, or other legislation may subject us to additional regulatory requirements. The impact of these additional requirements may put us at competitive disadvantage in comparison to financial institutions that have either repaid all TARP funds or never accepted TARP funds and may materially adversely affect our business and results of operations.

Capital Purchase Program

On October 14, 2008, the U.S. Treasury, or Treasury, announced that, pursuant to the ~~Emergency Economic Stabilization Act,~~EESA, it was implementing a voluntary program known as the “Capital Purchase Program”, or “CPP”, pursuant to which eligible financial institutions could raise capital by selling preferred stock directly to the U.S. Government. The purpose of the Capital Purchase Program was to encourage U.S. financial institutions to build capital to, among other things, increase the flow of financing to U.S. businesses and consumers and support the U.S. economy, and was also intended to prevent additional failures of financial institutions. Synovus applied for the maximum investment available under the CPP (equal to 3% of risk-weighted assets), noting that this additional capital would be used to provide (1) strength against worse than expected economic conditions; (2) more flexibility in disposing of distressed assets to strengthen our balance sheet; (3) capacity to invest in our local economies through lending; (4) ability to work with homeowners in mortgage workouts; and (5) participation in government directed acquisitions of banks or assets, and, as permitted, opportunistic acquisition transactions. Our application to participate in the CPP was approved by Treasury on November 14, 2008.

On December 19, 2008, Synovus consummated the CPP investment and issued to Treasury 967,870 shares of Synovus' Series A Preferred Stock having a liquidation amount per share equal to $1,000, for a total price of $967,870,000. The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. Synovus has timely paid all dividends on the Series A Preferred Stock. We may, at our option and with the consent of the FDIC, redeem, in whole or in part, the Series A Preferred Stock at the liquidation amount per share plus accrued and unpaid dividends. The Series A Preferred Stock is generally non-voting. However, if we fail to pay dividends on the Series A Preferred Stock for an aggregate of six quarterly periods, whether or not consecutive, our number of authorized directors shall be increased by two and the holders of the Series A Preferred Stock shall have the right to elect two directors. In addition, the consent of the holders of 66 ²/3% of the Series A Preferred Stock is required to authorize or create any stock ranking senior to the Series A Preferred Stock, for any

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amendment to our certificate of incorporation that adversely affects the rights or preferences of the holders of the Series A Preferred Stock and for consummation of certain business combinations.

As part of its purchase of the Series A Preferred Stock, we also issued to the Treasury a ~~warrant (the “Warrant”)~~Warrant to purchase up to 15,510,737 shares of our Common Stock at an initial per share exercise price of $9.36. The Warrant provides for the adjustment of the exercise price and the number of shares of our Common Stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of our Common Stock, and upon certain issuances of our Common Stock at or below a specified price relative to the initial exercise price. The Warrant expires on December 19, 2018. On January 20, 2009, we filed a shelf registration statement with the SEC to register the resale by Treasury of the Series A Preferred Stock, the Warrant and the shares of Common Stock underlying the Warrant. In addition, if the shelf

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registration statement is unavailable and we are requested by Treasury to do so, we may be obligated to file a registration statement covering an underwritten offering of these securities.

~~A consequence of~~Due to our participation in the ~~Series A Preferred Stock purchase includes~~CPP, we are subject to certain restrictions on executive compensation that could limit the tax deductibility of compensation we pay to executive management. See “-“Part I - Item 1. Business - Supervision, Regulation and Other Factors - TARP Regulations” of this Report for a more detailed description of the compensation and corporate governance restrictions that are applicable to us and other CPP participants.

To date, we have utilized our CPP capital to contribute capital to Synovus Bank and its predecessors and purchase certain classified assets from Synovus Bank. The CPP capital we received has facilitated the ability of Synovus Bank and its predecessors to continue to extend loans to customers in its local banking communities.

Other Regulatory Matters

Synovus and its subsidiaries and affiliates are subject to numerous examinations by federal and state banking regulators, as well as the SEC, the FINRA, the NYSE and various state insurance and securities regulators. Synovus and its subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state insurance commissions and state attorneys general, securities regulators and other regulatory authorities, concerning their business practices. Such requests are considered incidental to the normal conduct of business.

Available Information

Our website address is www.synovus.com. We file with or furnish to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and annual reports to shareholders, and, from time to time, amendments to these documents and other documents called for by the SEC. The reports and other documents filed with or furnished to the SEC are available to investors on or through the Investor Relations Section of our website under the heading “Financial Reports” and then under “SEC Filings.” These reports are available on our website free of charge as soon as reasonably practicable after we electronically file them with the SEC.

In addition, the public may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, such as Synovus, that file electronically with the SEC. The address of that website is www.sec.gov.

We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees and have also adopted Corporate Governance Guidelines. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines and the charters of our board committees as well as information on how to contact our Board of Directors, are available in the Corporate Governance Section of our website at www.synovus.com/governance. We will post any waivers of our Code of Business Conduct and Ethics granted to our directors or executive officers on our website at www.synovus.com/governance.

We include our website addresses throughout this filing only as textual references. The information contained on our website is not incorporated in this document by reference.

ITEM 1A. RISK FACTORS

This section highlights the material risks that we currently face. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations or the trading price of our securities.

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The ~~current and further~~ deterioration in the residential construction and ~~commercial~~ development ~~real estate markets~~and land acquisition portfolio may lead to increased non-performing assets in our loan portfolio and increased provision for loan losses ~~for losses on loans,~~ which could have a material adverse effect on our capital, financial condition and results of operations.

~~Since the third quarter of 2007, the~~The residential construction and ~~commercial~~ development and land acquisition real estate ~~markets have experienced~~portfolio continues to experience a variety of difficulties and challenging economic ~~conditions. Our~~conditions, which continues to put pressure on our commercial real estate loan portfolio and has contributed to elevated non-performing assets ~~were~~ in~~$1.12 billion~~ at ~~December 31, 2011, compared to $1.28~~the residential construction and development and land acquisition portfolio. During the recent credit crisis, our residential construction and development and land acquisition portfolio experienced a higher level of NPLs and losses than any other loan category in our loan portfolio. From 2008 through 2012, this portfolio had $2.07 billion at ~~December 31, 2010~~in losses, which was approximately 47% of all losses during this period of time. See “Part II - Item 7. Management's Discussion and ~~$1.83 billion at~~ ~~December 31, 2009~~.Analysis of Financial Condition and Results of Operations - Credit Quality - Non-Performing Assets” in this Report. While recent economic data suggests that overall economic conditions are improving, if market conditions in the residential construction and development and land acquisition real estate markets remain poor or further deteriorate, they may lead to additional valuation adjustments on our ~~loan portfolios~~loans and real estate owned in these markets as we continue to reassess the fair value of our non-performing assets, the loss severities of loans in default, and the fair value of real estate owned. ~~We also may realize additional losses in connection with our disposition of distressed assets. Poor economic conditions~~Furthermore, a sustained weak economy could result in a continuation of the decreased demand for residential housing, which, in turn, could adversely affect the development and construction efforts of

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residential real estate ~~developers. Consequently, such economic downturns could~~developers; adversely affect the ability of ~~such~~ residential real estate developer borrowers to repay these loans and the value of property used as collateral for such ~~loans. A sustained weak economy could also~~loans; result in higher levels of non-performing loans in other categories, such as commercial and industrial loans, which may result in additional ~~losses.~~losses; and lead to an inability to grow quality loans in this loan portfolio, which may harm our future operating results. Management continually monitors market conditions and economic factors throughout our footprint for indications of change in other markets. If these economic conditions and market factors negatively and/or disproportionately affect some of our larger loans, then we could see a sharp increase in our total ~~net-charge offs~~net charge-offs and also be required to significantly increase our allowance for loan losses. Any further increase in our non-performing assets and related increases in our provision for loan losses ~~for losses on loans~~ could negatively affect our business and could have a material adverse effect on our capital, financial condition and results of operations.

Our allowance for loan losses may not be adequate to cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition and results of operations.

We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expenses, which represents management's best estimate of probable credit losses that have been incurred within the existing portfolio of loans, as described under Note 7 of Notes to Consolidated Financial Statements in this Report and under “Critical Accounting Policies - Allowance for Loan Losses” under “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Report. The allowance, in the judgment of management, is established to reserve for estimated loan losses and risks inherent in the loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks using existing qualitative and quantitative information, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, risk ratings, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses.

Because the risk rating of the loans is inherently subjective and subject to changes in the borrower's credit risk profile, evolving local market conditions and other factors, it can be difficult for us to predict the effects that those factors will have on the classifications assigned to the loan portfolio, and thus difficult to anticipate the velocity or volume of the migration of loans through the classification process and effect on the level of the allowance for loan losses. Accordingly, we monitor our credit quality and our reserve requirements and use that as a basis for capital planning and other purposes. See ~~“Liquidity” and “Capital Resources” under~~ “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations - Liquidity” and “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” of this ~~Report.~~

~~In addition, bank regulatory agencies periodically review our allowance~~Report for loan losses and may require an increase in the provision for loan losses or the recognition of additional loan charge offs, based on judgments different than those of management. An increase in the allowance for loan losses results in a decrease in net income and capital, and may have a material adverse effect on our capital, financial condition and results of operations.further information.

In light of current market conditions, we regularly reassess the creditworthiness of our borrowers and the sufficiency of our allowance for loan losses. Our allowance for loan losses was ~~$536.5~~$373.4 million or 1.91% of total loans at December 31, 2012, compared to $536.5 million, or 2.67% of total loans at December 31, 2011~~, compared to $703.5 million, or 3.26% of total loans at~~ ~~December 31, 2010~~. Future additions to the allowance may be necessary based on changes in economic assumptions as well as changes in assumptions regarding a borrower's ability to pay and/or collateral values. In addition, various regulatory agencies, as an integral part of their examination procedures, periodically review the allowance. Based on their judgments about information available to them at the time of their examination, such agencies may require Synovus to recognize additions to the ~~allowance. We recorded a provision~~allowance or additional loan charge offs. An increase in the allowance for loan losses ~~during the year ended~~ ~~December 31, 2011~~would result in a decrease in net income and capital, and may have a material adverse effect on our capital, financial condition and results of ~~$418.8 million compared to~~operations.

We recorded a ~~$1.31 billion~~ provision for loan losses for the year ended December 31, ~~2010~~2012, of $320.4 million compared to a $418.8 million provision for loan losses for the year ended December 31, 2011, both of which are significantly higher than historical levels. We also charged-off approximately ~~$585.5~~$483.5 million in loans, net of recoveries, during the year ended December 31, 2012, compared

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to $585.8 million in loans, net of recoveries, during the year ended December 31, 2011~~, compared to $1.37 billion~~. While the provision for loan losses was lower in ~~loans, net of recoveries, during~~2012 and 2011 than the ~~year ended~~ ~~December 31,~~provision for loan losses in 2010~~, both of which were also significantly~~ and 2009, the provision for loan losses remains higher than ~~in previous periods.~~historical levels.

Even though our credit trends showed significant improvement during 2011 and 2012 compared to the prior two years, our non-performing assets and credit costs remain elevated. While we expect that our levels of non-performing assets and credit costs will continue to decline during 2013, we also expect that these levels of non-performing assets will remain at elevated levels compared to historical levels for the next two years due to the continuing weak economic conditions, particularly in the ~~foreseeable future~~commercial and residential real estate sector, as the deterioration in the credit and real estate markets causes borrowers to default. Further, the value of the collateral underlying a given loan, and the realizable value of such collateral in a foreclosure sale, likely will be negatively affected by the sustained downturn in the real estate market, and therefore may result in an inability to realize a full recovery in the event that a borrower defaults on a loan. In addition, as we execute our previously announced strategy to dispose of distressed assets, we will realize additional future losses if the proceeds we receive upon disposition of assets are less than the recorded carrying value of such assets. Any additional non-performing assets, loan charge-offs, increases in the provision for loan losses or any inability by us to realize the full value of underlying collateral in the event of a loan default, could negatively affect our business, financial condition, and results of operations and the price of our securities.

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We will realize additional future losses if our levels of non-performing assets ~~do not moderate~~increase and/or if we determine to sell certain non-performing assets and if the proceeds we receive ~~upon liquidation of assets~~ are ~~less~~lower than the carrying value of such assets.

In 2009, we announced a strategy to aggressively dispose of ~~non-performing~~distressed assets. During ~~2011,~~the four-year period from January 1, 2009 through December 31, 2012, we ~~completed sales~~disposed of approximately ~~$702.5 million of distressed assets, and we sold approximately $1.2~~$4 billion of distressed assets, ~~in each~~including the sale of ~~2009 and 2010. We presently~~distressed assets with a total carrying value of approximately $918.8 million during 2012. As a part of our overall continued efforts to reduce distressed assets, we expect tothat we will continue our sales of distressed assets during ~~2012.~~2013 and future periods. The actual volume of our future distressed asset sales, ~~could~~if any, will vary during any particular period, depending upon a variety of factors, including: an increase ~~based on regulatory directives,~~in the ~~level~~rate of migration of our loans from performing status to distressed status; an increase in the overall level of distressed loans ~~to problem loan status, as well as~~at any given point in time; opportunities to sell such assets ~~thus resulting~~on a favorable basis; and further regulatory developments or directives to reduce our level of distressed assets.

We will realize additional future losses if the proceeds we receive upon dispositions of assets are less than the recorded carrying value of such assets, which could adversely, affect our results of operations in ~~higher~~future periods. Accordingly, we will realize an increased level of credit ~~costs. Conversely,~~costs, and possibly losses, in any period during which we determine to dispose of an increased level of distressed assets. Further, the continuing weakness in the residential and commercial real estate markets may negatively impact our ability to dispose of distressed assets, and may result in higher credit losses on sales of distressed assets. Non-performing assets are recorded on our financial statements at the estimated fair value, which considers management's plans for disposition. We will realize additional future losses if the proceeds we receive upon dispositions of assets are less than the recorded carrying value of such assets. If market conditions continue to decline, the magnitude of losses we may realize upon the disposition of non-performing assets may increase, which could materially adversely affect our business, financial condition and results of operations.

We may not realize the expected benefits from our ~~2010 strategic plan and our 2011~~ efficiency and growth ~~initiatives.~~initiatives, which will negatively impact our future profitability.

In the ~~second half~~current competitive banking environment, Synovus must continue to reduce operating costs and implement strategies to grow its loan portfolio and increase non-interest income in order to realize sustained future profitability and to remain competitive with the other banks in the markets we serve. Since 2010, we have implemented a series of ~~2010 Synovus announced an update of its three-year~~ strategic ~~plan~~efficiency and growth initiatives to address the challenges facing Synovus and ~~define~~defined strategies for expense reduction, streamlining of processes and long-term growth initiatives. ~~The plan's key strategic elements are focused on the following areas:~~

~~enhancing the sales and service approach for targeted customer segments;~~

~~aligning the cost structure with the current size of the organization; and~~

~~enhancing the customer experience by streamlining processes.~~

The plan's stated goals include significant declines in non-performing assets and potential problem loan levels, a further reduction in CRE loan concentration, and substantial growth in the C&I loan portfolio. The goals also include substantial cost reductions and capital ratios that exceed regulatory requirements and position Synovus favorably among its peers.

~~In January 2011, Synovus identified and announced a series of efficiency and growth initiatives implementing the updated strategic plan, including the following:~~

~~efficiency initiatives expected to generate an estimated $100 million in annual expense savings by the end of 2012;~~

~~enhancements to Synovus' Large Corporate Banking initiative; and~~

~~streamlining of processes and enhanced product offerings and technology to improve the customer experience and reduce operating inefficiencies.~~

In 2011, through the execution of these initiatives, Synovus realized a $105.8 million, or 10.5%, reduction in total non-interest expense, and a $95.3 million or 11.7% reduction in core expenses. In 2012, we reduced total non-interest ~~expense. However,~~expense by $87.5 million, or 9.7%, compared to 2011, and reduced core expenses by $25.1 million, or 3.5%, from 2011. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of this Report for further information.

In 2011, through the ~~estimates~~execution of these initiatives, Synovus realized a $105.8 million, or 10.5%, reduction in total non-interest expense, and ~~assumptions~~a $95.3 million or 11.7% reduction in ~~the strategic plan~~core expenses. In 2012, we reduced total non-interest expense by $87.5 million, or 9.7%, compared to 2011. See "Part II - Item 7. Management's Discussion and ~~the related operating plan~~Analysis of Financial Condition and ~~restructuring~~Results of ~~Synovus' cost base may or may not prove~~Operations - Non-GAAP Financial Measures” of this Report for further information. Management has also identified new expense savings initiatives of approximately $30 million to be ~~accurate~~implemented during 2013.

In addition to efficiency initiatives, management continues to identify and implement initiatives to grow our loan portfolio and our non-interest income, including investing in ~~some respects,~~additional expertise, product offerings, and product quality in Synovus' commercial and industrial lending group and developing new products and services to grow new fee income. However, there can be no assurance that Synovus will ultimately realize the ~~full~~anticipated benefits of ~~the strategic plan or be able to sustain the annual cost savings anticipated by the plan.~~its expense reduction and growth strategies. In addition, Synovus is subject to various risks inherent in its business. These risks may cause the anticipated results from our ~~strategic plan~~growth strategies and cost-reduction initiatives to result in implementation charges beyond those currently contemplated or could result in some other unanticipated adverse impact. Furthermore, if we do not realize the anticipated cost-savings from our efficiency initiatives, we may need to take additional actions including branch closures and headcount reductions to achieve the desired cost-savings. The implementation of these initiatives may also have unintended impacts on Synovus' ability to attract and retain business and ~~customers, while revenue enhancement ideas may not be successful in the marketplace or may result in unintended costs.~~customers. Accordingly, we cannot guarantee that the anticipated long-term benefits from our ~~strategic plan~~efficiency and ~~cost reduction~~growth initiatives will be realized and if they are not we may ~~be unable to execute our business strategy and~~not achieve our strategic and financial objectives.

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If economic conditions worsen or regulatory capital rules are modified, we may be required to undertake additional strategic initiatives to improve our capital position.

During 2009 and 2010, Synovus executed a number of strategic capital initiatives to bolster our capital position against credit deterioration and to provide additional capital as Synovus pursued its aggressive asset disposition strategy. As of December 31, ~~2011~~2012, Synovus' Tier 1 capital ratio was ~~12.94%~~13.24%, its Tier 1 Common Equity Ratio was ~~8.49%~~8.72%, and Synovus and Synovus Bank were considered “well capitalized” under current regulatory standards. See “Part I - Item 11. Business - ~~Business,~~ Supervision, Regulation and Other Factors - Prompt Corrective Action” of this Report for ~~a discussion of the definition of “well capitalized.”~~further information. This regulatory capital framework is expected to change in important respects as a result of the Dodd-Frank Act and a separate, international regulatory capital initiative known as “Basel III.” In particular, the Dodd-Frank Act eliminates Tier 1 capital treatment for most trust preferred securities after a three-year phase-in period that begins January 1, 2013. Furthermore, in December 2010, BCBS finalized new regulatory capital standards, known as Basel III, which are aimed at capital ~~reform,~~reform; seek to further strengthen financial institutions' capital positions by mandating a higher minimum level of common equity to be held, along with a capital

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conservation buffer to withstand future periods of stress. At present, our Tier 1 common equity is in excess of the minimum common equity and additional conservation buffer stipulated by these newly proposed requirements. Regardless, complying with these new capital requirements will likely affect our operations, and the extent to which we will be affected will be known with more certainty once additional clarity is provided on the underlying details of these new requirements. These new requirements have been endorsed by the U.S. banking regulators, but have not yet been translated by the regulators into official regulation for U.S. financial institutions. It iswas anticipated that ~~the~~U.S. regulators ~~will~~would adopt new regulatory capital requirements similar to those proposed by the BCBS ~~and the new requirements are anticipated~~ to be phased-in for U.S. financial institutions beginning in 2013. ItIn June of 2012, U.S. banking regulators proposed new standards to implement these capital requirements. However, on November 9, 2012, regulators announced that the implementation of these rules would be delayed and did not provide a specific timeframe for their implementation. While the timing of these new capital requirements is uncertain, it is widely anticipated that the new capital requirements ~~brought about by the implementation of the Dodd-Frank Act and Basel III~~ for most bank and financial holding companies, as well as for most insured depository institutions, will increase, although the nature and amounts of the increase have not yet been specified.

In addition, reflecting the importance that regulators place on managing capital and other risks, on June 16, 2011, the banking agencies issued proposed guidance on stress testing for banking organizations with more than $10 billion in total consolidated ~~assets; this proposed~~assets. This guidance, which was finalized on May 14, 2012, outlines four “high-level” principles for stress testing practices that should be a part of a banking organization's stress-testing framework. Specifically, the guidance calls for the framework to (1) include activities and exercises that are tailored to and sufficiently capture the banking organization's exposures, activities ~~of the organization;~~and risks; (2) employ multiple conceptually sound stress testing activities and approaches; (3) be forward-looking and flexible; and (4) be clear, actionable, well-supported, and used in the decision-making process. Moreover, the federal bank regulators have issued a series of guidance and rulemakings applicable to “large banks.” While many of these do not currently apply to us due to our asset size, these issuances could impact industry capital standards and practices in many, potentially unforeseeable ways.

We are also subject to new “stress testing” requirements that implement provisions of the Dodd-Frank Act and that are designed to require banking organizations to assess the potential impact of different scenarios on their earnings, losses, and capital over a set time period, with consideration given to certain relevant factors, including the organization's condition, risks, exposures, strategies, and activities. These rules require banking organizations with total consolidated assets of more than $10 billion but less than $50 billion to conduct annual company-run stress tests, report the results to their primary federal regulator and the Federal Reserve Board, and publish a summary of the results. Under the rules, stress tests must be conducted using certain scenarios that the Board will publish by November 15 of each year. These new rules require a banking organization with between $10 and $50 billion in assets to conduct its first stress test using financial statement data as of September 30, 2013, and to report the results by March 31, 2014. In addition, the rules will require such organizations to begin publicly disclosing a summary of certain stress test results in 2015 with respect to the stress test conducted in the fall of 2014. This public disclosure of these stress tests could result in reputational harm if our results are worse than those of our competitors.

Synovus continues to actively monitor economic conditions, evolving industry capital standards, and changes in regulatory standards and requirements, and engages in regular discussions with its regulators regarding capital at both Synovus and Synovus Bank. As part of its ongoing management of capital, Synovus will continue to identify, consider, and pursue additional strategic initiatives to bolster its capital position as deemed necessary, including strategies in connection with ~~any future~~the Company's repayment of ~~Synovus' obligations under~~TARP and strategies that may be required to meet the ~~CPP.~~requirements of Basel III and other regulatory initiatives regarding capital. If economic conditions or other factors worsen to a materially greater degree than the assumptions underlying management's current internal assessment of our capital position or if minimum regulatory capital requirements for us or Synovus Bank increase as the result of legislative changes or informal or formal regulatory directives, then we would be required to pursue one or more additional capital improvement strategies, including, among others, balance sheet optimization strategies, asset sales, and/or the sale of securities to one or more third parties. ~~Given the current economic and market conditions and our financial performance and related credit ratings, there~~There can be no assurance that any such transactions will be available to us on favorable terms, if at all, or that we would be able to realize the anticipated benefits of such transactions. We also cannot predict the effect that these transactions would have on the market price of our Common Stock. In addition, if we issue additional equity securities in these transactions, including options, warrants, preferred stock or convertible securities, such newly issued securities could cause significant dilution to the holders of our Common Stock.

~~Further adverse changes in our credit rating could increase the cost of our funding from the capital markets.~~

During the past three years, our long-term debt has been downgraded to below investment grade by Moody's Investors Service, Standard and Poor's Ratings Services and Fitch Ratings. The ratings agencies regularly evaluate us and Synovus Bank, and their ratings of our long-term debt are based on a number of factors, including our financial strength as well as factors not entirely within our control, including conditions affecting the financial services industry generally. In light of the continuing difficulties in the financial services industry and the housing and financial markets, there can be no assurance that we will not receive additional adverse changes in our ratings, which could adversely affect the cost and other terms upon which we are able to obtain funding and the way in which we are perceived in the capital markets. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, could affect the market value and liquidity of our outstanding public indebtedness and increase our borrowing costs. We cannot predict whether existing customer relationships or opportunities for future relationships could be further affected by customers who choose to do business with a higher rated institution. We may be unable to access historical and alternative sources of liquidity, which could adversely affect our overall liquidity. Liquidity represents the extent to which we have readily available sources of funding needed to meet the needs of our depositors, borrowers and creditors; to support asset growth; fund deposit withdrawals; to maintain reserve requirements, and to otherwise sustain our operations and the operations of our subsidiary bank. For Synovus Bank, the primary source of liquidity is the growth and retention of deposits. In the current competitive environment, customer confidence is a critical element in growing and retaining deposits. In this regard, Synovus Bank's asset quality could play a larger role in the stability of the deposit base. In the event asset quality declines significantly from its current level, Synovus Bank's ability to grow and retain deposits could be diminished.

We must maintain adequate liquidity at the Parent Company level for various operating needs, including the servicing of debt, the payment of general corporate expenses, and the payment of dividends to shareholders. In addition to our ordinary course liquidity needs, current conditions in the public markets for bank holding companies, dividend payments on our Common Stock

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and Series A Preferred Stock, and capital needs of Synovus Bank during the financial crisis have put additional pressure on our liquidity. The primary source of liquidity at the holding company level is dividends from Synovus Bank. During 2011, Synovus did not receive any dividends from Synovus Bank. Synovus Bank is currently subject to a memorandum of understanding that prohibits it from paying any cash dividends to us without regulatory approval, and other GA DBF rules and related statutes contain additional restrictions on payments of dividends by Synovus Bank. See "Part I - Item 1. Business - Supervision, Regulatory and Other Factors - Dividends." Synovus may not receive dividends from Synovus Bank in 2012, which could adversely affect liquidity. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus' Bank's future profits, asset quality and overall financial condition. In addition to dividends from Synovus Bank, we have historically had access to a number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all. If our access to these traditional and alternative sources of liquidity is diminished or only available on unfavorable terms and we continue to experience increased demand for liquidity at the holding company level then our overall liquidity and financial condition will be adversely affected.

~~We may be unable to pay dividends on our Common Stock.~~

Although we have historically paid a quarterly cash dividend to the holders of our Common Stock, holders of our Common Stock are not legally entitled to receive dividends. The reduction or elimination of dividends paid on our Common Stock could adversely affect the market price of our Common Stock. In addition, the Federal Reserve could decide at any time that paying any Common Stock dividends could be an unsafe or unsound banking practice. Any of these decisions could adversely affect the market price of our Common Stock. For a discussion of current regulatory limits on our ability to pay dividends above $0.01 per common share, see “Part I - Item 1 - Business - Supervision, Regulation and Other Factors - Dividends” and “- Risk Factors - We are presently subject to, and in the future may become subject to additional, supervisory actions and/or enhanced regulation that could have a material negative effect on our business, operating flexibility, financial condition and the value of our Common Stock” and “Part II - Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities - “Dividends” in this Report.

Our net interest income could be negatively affected by the lower level of short-term interest rates and a decrease in total loans.

Net interest income, which is the difference between the interest income that we earn on interest-earning assets and the interest expense that we pay on interest-bearing liabilities, is a major component of our income. Our net interest income is our primary source of revenue from our operations. ~~The Federal Reserve reduced short-term interest rates on three occasions in 2007 by a total of 100 basis points, to 4.25%, and by another 400 basis points, to a range of 0% to 0.25%, during 2008.~~ Interest rates during 2009 ~~2010 and 2011~~through 2012 have remained atwithin the range of 0% to 0.25% as set by the Federal Reserve during 2008. A significant portion of our loans, including ~~residential construction and development~~commercial real estate loans and ~~other~~ commercial and industrial loans, bear interest at variable rates. In addition, in order to compete for deposits in our primary market areas, we may offer more attractive interest rates to depositors, or we may have to pursue other sources of liquidity, such as wholesale funds.

Our total loans decreased to $19.54 billion as of December 31, 2012 compared to $20.08 billion as of December 31, 2011 ~~compared to~~ ~~$21.59 billion~~ ~~as of~~ ~~December 31, 2010~~. A decrease in loans outstanding and lower realized yields on investment securities reduced our net interest income during the year ended December 31, ~~2011~~2012 and could cause additional pressure on net interest income in future periods. This reduction in net interest income also may be exacerbated by the high level of competition that we face in our primary market area. Any significant reduction in our net interest income could negatively affect our business and could have a material adverse impact on our capital, financial condition and results of operations.

Changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, may adversely affect our capital resources, liquidity and financial results.

We may be unable to access historical and alternative sources of liquidity, including the capital markets, brokered deposits and borrowings from the FHLB, which could adversely affect our overall liquidity. Liquidity represents the extent to which we have readily available sources of funding needed to meet the needs of our depositors, borrowers and creditors; to support asset growth, and to otherwise sustain our operations and the operations of our subsidiary bank. In managing our consolidated balance sheet, we depend on access to a variety of sources of funding to provide us with sufficient capital resources and liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our customers. Sources of funding available to us, and upon which we rely as regular components of our liquidity and funding management strategy, include borrowings from the FHLB and brokered deposits. See ~~“Liquidity” and “Capital Resources” under~~ “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations - Liquidity” and “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” of this ~~Report.~~Report for further information. We also have historically enjoyed a solid reputation in the capital markets and have been able to raise funds in the form of either short- or long-term borrowings or equity issuances. If, due to market disruptions, perceptions about our credit ratings or other factors, we are unable to access the capital markets in the future, our capital resources and liquidity may be adversely affected.

In general, the amount, type and cost of our funding, including from other financial institutions, the capital markets and deposits, directly impacts our costs in operating our business and growing our assets and therefore, can positively or negatively affect our financial results. A number of factors could make funding more difficult, more expensive or unavailable on any terms, including, but not limited to, further reductions in our debt ratings, financial results and losses, changes within our organization,

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specific events that adversely impact our reputation, disruptions in the capital markets, specific events that adversely impact the financial services industry, counterparty availability, changes affecting our assets, the corporate and regulatory structure, interest rate fluctuations, general economic conditions and the legal, regulatory, accounting and tax environments governing our funding transactions. Also, we compete for funding with other banks and similar companies, many of which are substantially larger, and have more capital and other resources than we do. In addition, as some of these competitors consolidate with other financial institutions, these advantages may increase. Competition from these institutions may increase the cost of funds.

For Synovus Bank, the primary source of liquidity is the growth and retention of deposits. In the current competitive environment, customer confidence is a critical element in growing and retaining deposits. In this regard, Synovus Bank's asset quality could play a larger role in the stability of the deposit base. In the event asset quality declines significantly from its current level or is perceived to be less than that of our competitors, Synovus Bank's ability to grow and retain deposits could be diminished.

We must also maintain adequate liquidity at the Parent Company level for various operating needs, including the servicing of debt, the payment of general corporate expenses, and the payment of dividends on our Common Stock and Series A Preferred Stock. See “Part I - Item 1A. Risk Factors -We may not be able to generate sufficient cash to service all of our ~~debt.~~debt and repay maturing debt obligations” of this Report. The primary source of liquidity at the holding company level is dividends from Synovus Bank. During 2011 and 2012, Synovus did not receive any dividends from Synovus Bank. Synovus Bank is currently subject to a MOU that prohibits it from paying any cash dividends to us without regulatory approval, and other GA DBF rules and related statutes contain additional restrictions on payments of dividends by Synovus Bank. See "Part I - Item 1. Business - Supervision, Regulatory and Other Factors - Dividends" of this Report for further information. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality and overall financial condition. Synovus expects that it will receive dividends from Synovus Bank in 2013. If Synovus does not receive dividends from Synovus Bank in 2013, its liquidity could be adversely affected. In particular, failure to receive dividends from Synovus Bank will impair Synovus' ability to repay TARP in full without issuing substantially more debt or equity than it otherwise anticipates will be required. In addition to dividends from Synovus Bank, we have historically had access to a

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number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all. If our access to these traditional and alternative sources of liquidity is diminished or only available on unfavorable terms, then our overall liquidity and financial condition will be adversely affected.

Our status as a non-investment grade issuer and any further reductions in our credit rating could increase the cost of our funding from the capital markets and impact our liquidity.

During the past three years, our long-term debt has been downgraded to below investment grade by Moody's Investors Service, Standard and Poor's Ratings Services and Fitch Ratings. The ratings agencies regularly evaluate us and Synovus Bank, and their ratings of our long-term debt are based on a number of factors, including our financial strength as well as factors not entirely within our control, including conditions affecting the financial services industry generally. In light of the continuing difficulties in the financial services industry and the housing and financial markets, there can be no assurance that we will not receive further reductions in our ratings, which could adversely affect the cost and other terms upon which we are able to obtain funding and the way in which we are perceived in the capital markets. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, could affect the market value and liquidity of our outstanding public indebtedness and increase our borrowing costs. We cannot predict whether existing customer relationships or opportunities for future relationships could be further affected by customers who choose to do business with a higher rated institution. See “Part I - Item 1A. Risk Factors - Changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, may adversely affect our capital resources, liquidity and financial results” of this Report.

We may not be able to generate sufficient cash to service all of our debt and repay maturing debt obligations.

As of December 31, ~~2011~~,2012, Synovus and its consolidated subsidiaries had ~~$1.34~~$1.73 billion of long-term debt outstanding. In ~~February 2012, we issued an additional $300~~addition, approximately $60.6 million ~~of long-term debt and announced a tender offer for $206.8 million~~ of our existing subordinated notes ~~due in~~will mature on February 15, 2013, and approximately $13.6 million of our junior subordinated notes that are a component of the tMEDs will mature on May 15, 2013. Our ability to make scheduled payments of principal and interest or to satisfy our obligations in respect of our debt, to refinance our debt or to fund capital expenditures will depend on our future financial and operating ~~performance.~~performance and our ability to maintain adequate liquidity. Prevailing economic conditions (including interest rates), regulatory constraints, including, among other things, on distributions to us from our subsidiaries and required capital levels with respect to certain of our banking and insurance subsidiaries, and financial, business and other factors, many of which are beyond our control, will also affect our ability to meet these needs. We may not be able to generate sufficient cash flows from operations, or obtain future borrowings in an amount sufficient to enable us to pay our debt, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt on or before maturity. We may not be able to refinance any of our debt when needed on commercially reasonable terms or at all. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to reduce or delay investments in our business, sell assets, seek to obtain additional equity or debt financing or restructure our debt on terms that may not be favorable to us.

~~Potential~~While we recently reversed the valuation allowance for our deferred tax assets, we may not be able to realize these assets in the future and they may be subject to additional valuation allowances, which could adversely affect our operating results and regulatory capital ratios.

During 2009, Synovus established a valuation allowance for substantially all of its deferred tax assets, primarily due to the realization of significant losses, ~~will result~~significant credit deterioration, and negative trending in ~~an additional~~asset quality and uncertainty regarding the amount of future taxable income that Synovus could forecast. Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax ~~assets. Recapture of the deferred tax asset balance (i.e., reversal of the valuation allowance)~~assets is appropriate is subject to considerable judgment and ~~could be adversely impacted by changes~~requires an evaluation of all positive and negative evidence. At December 31, 2012 , Synovus was in ~~future income tax rates.~~

~~During 2009, Synovus reached~~ a three-year cumulative ~~pre-tax~~ loss ~~position. See Note 25~~position, which represents negative evidence. However, based on the weight of ~~Notes to Consolidated Financial Statements in this Report. Under GAAP, cumulative losses in recent years are considered significant~~all the positive and negative evidence ~~which is difficult to overcome in assessing~~at December 31, 2012 , management concluded that it was more likely than not that $806.4 million of the ~~realizability of a~~net deferred tax ~~asset. As a result, beginning with the second quarter of 2009, Synovus no longer considers~~assets will be realized based upon future taxable income ~~in determining the realizability of its deferred tax assets.~~

~~Synovus expects to reverse substantially all~~and therefore, reversed $802.8 million of the valuation allowance ~~for~~at December 31, 2012 . The valuation allowance of $18.7 million at December 31, 2012 is related to specific state income tax credits and specific state NOL carryforwards that have various expiration dates through the tax year 2018and 2017, respectively and are expected to expire before they can be utilized.

As of December 31, 2012, approximately $710.5 million of Synovus' deferred tax assets ~~once~~were disallowed when calculating regulatory capital. Applicable banking regulations permit us to include these deferred tax assets, up to a maximum amount, when calculating Synovus' regulatory capital to the extent these assets will be realized based on future projected earnings within one year of the report date.

The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management's conclusion at December 31, 2012 that it ~~has demonstrated a sustainable return~~is more likely than not that the net deferred tax asset of $806.4 million will be realized is based upon management's estimate of future taxable income. Management's estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to ~~profitability. However,~~be reasonable although inherently subject to significant judgment. If

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actual results differ significantly from the ~~reversal~~current estimates of future taxable income, even if caused by adverse macro-economic conditions, the valuation allowance ~~is subject~~may need to ~~considerable judgment. Additionally, even after the recovery~~be increased for some or all of Synovus' deferred tax asset. Such an increase to the deferred tax asset ~~balance under GAAP, which would immediately benefit GAAP capital~~valuation allowance could have a material adverse effect on our financial condition and ~~the tangible common equity ratio, there will remain limitations on the ability to include the deferred tax assets for regulatory capital purposes.~~results of operations. See ~~“Income Tax Expense” under~~ “Part II - Item 7. Management's Discussion and Analysis of ~~Operating~~Financial Condition and Results of Operations - Income Tax Expense” and Note 24 - Income Taxes in “Part II - Item 8. Financial ~~Condition” of~~Statements and Supplementary Data” in this ~~Report.~~

The U.S. Administration is seeking to lower the current 35% corporate income tax rate. If the corporate income tax rate is lowered, it could adversely impact our ability to recover the deferred tax asset balance.Report for further information.

Issuances or sales of Common Stock or other equity securities could result in an “ownership change” as defined for U.S. federal income tax purposes. In the event an “ownership change” were to occur, our ability to fully utilize a significant portion of our U.S. federal and state tax net operating losses and certain built-in losses that have not been recognized for tax purposes could be impaired as a result of the operation of Section 382 of the Code.

Our ability to use certain realized ~~net operating losses~~NOLs and unrealized built-in losses to offset future taxable income may be significantly limited if we experience an “ownership change” as defined by Section 382 of the Code. An ownership change under Section 382 generally occurs when a change in the aggregate percentage ownership of the stock of the corporation held by “five percent shareholders” increases by more than fifty percentage points over a rolling three year period. A corporation experiencing an ownership change generally is subject to an annual limitation on its utilization of pre-change losses and certain post-change recognized built-in losses equal to the value of the stock of the corporation immediately before the “ownership change,” multiplied by the long-term tax-exempt rate (subject to certain adjustments). The annual limitation is increased each year to the extent that there is an unused limitation in a prior year. Since U.S. federal net operating losses generally may be carried forward for up to 20 years, the annual limitation also effectively provides a cap on the cumulative amount of pre-change losses and certain post-change recognized built-in losses that may be utilized. Pre-change losses and certain post-change recognized built in losses in excess of the cap are effectively unable to be used to reduce future taxable income. In some circumstances, issuances or sales of our stock (including any Common Stock or other equity issuances or debt-for-equity exchanges and certain transactions involving our stock that are outside of our control) could result in an “ownership change” under Section 382.

In April 2010, we adopted a ~~shareholder rights plan,~~Rights Plan, which was approved by our shareholders in April 2011 at our 2011 annual meeting. The Rights Plan provides an economic disincentive for any one person or group acting in concert to become an owner, for relevant tax purposes, of 5% or more of our ~~stock.~~ stock and is intended to protect our NOLs from the potential negative consequence of an ownership change as defined under Section 382 of the Internal Revenue Code. The Rights Plan will terminate in accordance with its terms on April 27, 2013. Our Board of Directors could determine to extend the term of the Rights Plan upon the expiration of its current term or adopt another Rights Plan, subject to subsequent ratification by our shareholders, if it determines that our substantial NOLs are at risk of limitation under Section 382 or that such action otherwise is in the best interests of our shareholders.

While adoption of the ~~rights plan~~

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Rights Plan should reduce the likelihood that future transactions in our stock will result in an ownership change, there can be no assurance that the Rights Plan will be effective to deter a stockholder from increasing its ownership interests beyond the limits set by the Rights Plan or that an ownership change will not occur in the ~~future.~~future, especially if the Rights Plan is not extended or a new Rights Plan is not adopted when the current Rights Plan terminates. Furthermore, our ability to enter into future transactions may be impaired if such transactions result in an unanticipated “ownership change” under Section 382. If an “ownership change” under Section 382 were to occur, the value of our net operating losses and a portion of the net unrealized built-in losses will be impaired. Because a valuation allowance currently exists for substantially the full amount of our deferred tax assets, no additional charge to earnings would result. However, an “ownership change”, as defined above, could adversely impact our ability to recover the deferred tax asset in the future.

We presently are subject to, and in the future may become subject to, supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock.

Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, state banking regulators, the Federal Reserve, and separately the FDIC as the insurer of bank deposits, each has the authority to compel or restrict certain actions on our part if any of them determine that we have insufficient capital or are otherwise operating in a manner that may be deemed to be inconsistent with safe and sound banking practices. In addition to examinations for safety and soundness, Synovus and its subsidiaries also are subject to continuous examination by state and federal banking regulators, including the newly formed CFPB, for compliance with various laws and regulations, as well as consumer compliance initiatives. As a result of this regulatory oversight and examination process, our regulators can require us to enter into GA DBF informal or formal supervisory agreements, including board resolutions, memoranda of understanding, written agreements and consent or cease and desist orders, pursuant to which we could be required to take identified corrective actions to address cited concerns, or to refrain from taking certain actions.

We entered into ~~a memorandum of understanding~~an MOU with the Federal Reserve Bank of Atlanta and the GA DBF pursuant to which we ~~agreed to implement~~have implemented plans that are intended to, among other things, minimize credit losses and reduce the amount of our distressed assets, limit and manage our concentrations in commercial real estate loans, improve our credit risk management and related policies and procedures, address liquidity management and current and future capital requirements, strengthen enterprise risk management practices, and provide for succession planning for key corporate and regional management positions and our board of directors. The memorandum

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of understanding also requires that we inform and consult with the Federal Reserve Board prior to declaring and paying any future dividends, and obtain the prior approval of the Federal Reserve Bank of Atlanta and the GA DBF prior to increasing the quarterly cash dividend on our Common Stock above $0.01 per share.

Synovus Bank is also presently subject to ~~a memorandum of understanding~~an MOU with the GA DBF and the FDIC that is substantially similar in substance and scope to the Synovus ~~memorandum of understanding~~MOU described above. The ~~bank memorandum of understanding~~Synovus Bank MOU also requires that Synovus Bank obtain approval from the GA DBF and the FDIC prior to paying any cash dividends to Synovus and provides that, as a result of our Charter Consolidation, we will take all necessary steps to avoid customer confusion as a result of our proposed use of trade names at our various bank branches and to update our long-term strategic plan to reflect the Charter Consolidation and the various actions we have otherwise agreed to implement under the memorandum of understanding.Synovus. In addition, as a result of recent compliance exams, Synovus Bank entered into an informal written agreement with the FDIC relating to certain compliance matters. Under this agreement, Synovus Bank is required to implement written action plans, policies and procedures to address and remediate identified compliance concerns and furnish written quarterly progress reports to the FDIC.

If we are unable to comply with the terms of our current supervisory agreements, or if we become subject to and are unable to comply with the terms of any future regulatory actions or directives, supervisory agreements, or orders, then we could become subject to additional, heightened supervisory actions and orders, possibly including consent orders, prompt corrective action restrictions and/or other regulatory actions, including prohibitions on the payment of dividends on our Common Stock and Series A Preferred Stock. If our regulators were to take such additional supervisory actions, then we could, among other things, become subject to significant restrictions on our ability to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. The terms of any such supervisory action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our Common Stock. See “Part I - Item 1. Business - Supervision, Regulation, and Other Factors” in this ~~Report.~~Report for further information.

~~Recent legislative~~We currently have the largest outstanding amount of TARP funds of any financial institution, which may result in a negative perception of us compared to our competitors, and if we are unable to repay our TARP funds in a timely manner, we may suffer additional reputational harm and the dividend rate on our TARP funds will increase.

As of December 31, 2012, we have $967.9 million (aggregate liquidation preference) of Series A Preferred Stock issued and outstanding, all of which was issued to the U.S. Treasury under the Capital Purchase Program (the “TARP funds”). We currently have the largest outstanding amount of TARP funds of any financial institution, which could damage our reputation and put us at a competitive disadvantage compared to our competitors in attracting customers. Furthermore, if we do not repay our TARP funds before December 19, 2013, the rate of dividends payable on the Series A Preferred Stock will increase to 9% per annum from the current rate of 5% per annum, which could adversely affect our operating results in future periods. We continue to actively review and consider strategies for repaying our TARP funds, and while we presently intend to identify and pursue one or more of those repayment strategies during 2013, there can be no guarantee that we will be successful in repaying our TARP funds in 2013. The federal regulators have not provided any formal guidance on the conditions to repay our TARP funds and appear to address these questions on a case-by-case basis. Management continues to analyze the sources of funds to repay TARP through a combination of existing cash and other capital market transactions. It is the current belief of management that we may be required to generate or raise a portion of the funds with a combination of preferred and/or common equity. See "Part I – Item 1A. Risk Factors - Our status as a non-investment grade issuer and any further reductions in our credit rating could increase the cost of our funding from the capital markets and impact our liquidity.” of this Report.

We are subject to regulatory initiatives applicable to financial institutions in general and TARP recipients in particular that could adversely impact our ability to attract and retain key employees and pursue business opportunities and could put us at a competitive disadvantage compared to our ~~competitors and damage our reputation if these competitors repay their TARP funds before us.~~competitors.

Our financial success depends upon ~~the~~our ability to attract and retain highly motivated, well-qualified personnel. We face significant

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competition in the recruitment of qualified employees from financial institutions and others. Until we repay the TARP funds, we are subject to additional, and possibly changing, regulatory scrutiny and restrictions regarding the compensation of certain executives and associates as established under TARP guidelines. The increased scrutiny and restrictions related to our compensation practices, as well as any negative public attention that we may receive by virtue of our outstanding TARP funds, may adversely impact our ability to recruit, retain and motivate key employees, which in turn may impact our ability to pursue business opportunities and could otherwise materially adversely affect our businesses and results of operations. See ~~“Item 1-Business-“Actions~~“Part I - Item 1. Business -Actions by Federal and State Regulators” and ~~“-Supervision,~~“Part I - Item 1- Supervision, Regulation and Other Factors” inof this ~~Report.~~Report for further information.

In addition to the guidelines on incentive and senior officer compensation under TARP, the Dodd-Frank Act provides for the implementation of a variety of corporate governance and compensation practices applicable to all public companies, including Synovus, which may impact certain of Synovus' executive officers and employees. These provisions include, but are not limited to, requiring companies to “claw back” incentive compensation under certain circumstances, provide shareholders the opportunity to cast a non-binding vote on executive compensation, to consider the independence of compensation advisors and new executive compensation disclosure requirements. The Dodd-Frank Act also requires banking regulators to issue regulations or guidelines to prohibit incentive-based compensation arrangements that encourage inappropriate risk taking by providing excessive compensation

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or that may lead to material loss at certain financial institutions with $1 billion or more in assets. Such provisions with respect to compensation, in addition to other competitive pressures, may have an adverse effect on the ability of Synovus to attract and retain skilled personnel.

Further, in June 2010, the Federal Reserve, the Office of the Comptroller of the Currency, the Office of Thrift Supervision, and the FDIC jointly issued comprehensive final guidance designed to ensure that incentive compensation policies do not undermine the safety and soundness of banking organizations by encouraging employees to take imprudent risks. This regulation significantly restricts the amount, form, and context in which we pay incentive compensation.

These restrictions may put us at a competitive disadvantage compared to our competitors that have repaid all TARP funds before us, or who did not receive TARP funds, and with non-financial institutions in terms of attracting and retaining senior level employees. Furthermore, to the extent that our competitors repay their TARP funds before us, our reputation and the public perception of our financial condition may be negatively affected, which could adversely affect our stock price.

Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive position.

Between 2009 and 2011, many emergency government programs enacted in 2008 in response to the financial crisis and the recession slowed or wound down, and global regulatory and legislative focus has generally moved to a second phase of broader reform and a restructuring of financial institution regulation. On July 21, 2010, President Obama signed into law the Dodd-Frank Act, which has, and will continue to substantially change the legal and regulatory framework under which we operate. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial-services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among the bank regulatory agencies. Among the provisions that may affect the operations of Synovus Bank or Synovus are the following:

Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.

New limitations on federal preemption.

Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.

Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.

Changes to the assessment base for deposit insurance premiums.

Permanently raising the FDIC's standard maximum deposit insurance amount to $250,000 limit for federal deposit ~~insurance and provide unlimited insurance coverage for noninterest-bearing demand transaction accounts through 2012.~~insurance.

Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.

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Requirement that sponsors of asset-backed securities retain a percentage of the credit risk of the assets underlying the securities.

Some of these and other major changes could materially impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. For example, the provisions of the Dodd-Frank Act relating to debit card interchange fees have reduced our fee income. We may not be able to fully replace the revenue lost by this limitation. IfAs a result of the ~~existing~~expiration of unlimited insurance coverage for noninterest-bearing demand transaction accounts ~~is not extended past the current expiration date of~~after December 31, 2012, we may see a run-off in certain noninterest-bearing demand deposits to the extent such deposits exceed the FDIC's $250,000 per depositor maximum insurance coverage limit, which may adversely impact our liquidity. Many of these provisions became effective upon enactment of the Dodd-Frank Act, while others are subject to further study, ~~rule making,~~rulemaking, and the discretion of regulatory bodies. In light of these significant changes and the discretion afforded to federal regulators, we cannot

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fully predict the effect that compliance with the Dodd-Frank Act or any implementing regulations will have on Synovus' businesses or its ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect Synovus' business, financial condition or results of operations.

Certain other reform proposals under consideration, including new proposed regulatory capital requirements proposed by the BCBS under Basel III, could result in Synovus becoming subject to stricter capital requirements and leverage limits, and could also affect the scope, coverage, or calculation of capital, all of which could require us to reduce business levels or to raise capital, including in ways that may adversely impact our shareholders or creditors. It was anticipated that new capital requirements would be phased-in for U.S. financial institutions beginning in 2013. However, on November 9, 2012, U.S. regulators announced that the implementation of rules implementing Basel III would be delayed, and regulators have not provided a specific timeframe for their implementation of these requirements. See “Part I - Item 1. Business - Supervision, Regulation and Other ~~Factors.”~~Factors” of this Report for further information. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition, or results of operations.

We may be unable to pay dividends on our Common Stock.

Although we have historically paid a quarterly cash dividend to the holders of our Common Stock, holders of our Common Stock are not legally entitled to receive dividends. The reduction or elimination of dividends paid on our Common Stock could adversely affect the market price of our Common Stock. In addition, the Federal Reserve could decide at any time that paying any Common Stock dividends could be an unsafe or unsound banking practice. Any of these decisions could adversely affect the market price of our Common Stock. For a discussion of current regulatory limits on our ability to pay dividends above $0.01 per common share, see “Part I - Item 1. Business - Supervision, Regulation and Other Factors - Dividends,” “Part I - Item 1A - Risk Factors - We presently are subject to, and in the future may become subject to, supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock” and “Part II - Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities - Dividends” in this Report for further information.

The financial services market is undergoing rapid technological changes, and if we ~~may be~~are unable to stay current with those changes, we will not be able to effectively ~~compete or may experience heightened cyber security risks as a result of these changes~~compete.

The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. ~~In addition to better serving customers, the effective use of technology increases efficiency and may enable us to reduce costs.~~ Our future success ~~may~~will depend, in part, on our ability to keep pace with the technological changes and to use technology to ~~provide~~satisfy and grow customer demand for our products and services ~~that provide convenience to customers~~ and to create additional efficiencies in our operations. We expect that we will need to make substantial investments in our technology and information systems to compete effectively and to stay current with technological changes. Some of our competitors have substantially greater resources to invest in technological ~~improvements.~~improvements and will be able to invest more heavily in developing and adopting new technologies, which may put us a competitive disadvantage. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. As a result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial condition or results of operations, may be adversely affected.

Synovus is under continuous threat of loss due to cyber-attacks especially as we continue to expand customer capabilities to utilize internet and other remote channels to transact business. Two of the most significant cyber-attack risks that we face are e-fraud and loss of sensitive customer data. Loss from e-fraud occurs when cybercriminals breach and extract funds directly from customer or our accounts. The attempts to breach sensitive customer data, such as account numbers and social security numbers, are less frequent but could present significant reputational, legal and/or regulatory costs to us if successful. Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to provide internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our customers.

We are subject to a variety of operational risks, including reputational risk, legal risk, and regulatory and compliance risk, and the risk of fraud or theft by employees or outsiders, which may adversely affect our business and results of operations.

We are exposed to many types of operational risks, including reputational risk, legal and regulatory and compliance risk, the risk of fraud or theft by employees or outsiders, including ~~e-fraud and cyber-attacks and~~ unauthorized transactions by employees or operational errors, ~~including~~ clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. See “Part I - Item 1. Business - Enterprise Risk Management” of this ~~Report.~~Report for further information. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect our ability to attract and keep customers and can expose us to litigation and regulatory action. Actual or alleged conduct by Synovus can result in negative public opinion about our other business. Negative public opinion could also affect our credit ratings, which are important to our access to unsecured wholesale borrowings.

Our business involves storing and processing sensitive consumer and business customer data. If personal, non-public, confidential or proprietary information of customers in our possession were to be mishandled or misused, we could suffer

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significant regulatory consequences, reputational damage and financial loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties. Furthermore, a ~~cybersecurity~~cyber-security breach could result in theft of such data.

Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record

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and process transactions and our large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We also may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control (for example, computer viruses or electrical or telecommunications outages, or natural disasters, disease pandemics or other damage to property or physical assets) which may give rise to disruption of service to customers and to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as we are) and to the risk that weour (or our vendors') business continuity and data security systems prove to be inadequate. The occurrence of any of these risks could result in a diminished ability of us to operate our business (for example, by requiring us to expend significant resources to correct the defect), as well as potential liability to clients, reputational damage and regulatory intervention, which could adversely affect our business, financial condition or results of operations, perhaps materially.

Our information systems may experience an interruption or security ~~breach.~~

~~We rely heavily on communications and information systems to conduct our business. Any failure, interruption or~~ breach, ~~in security of these systems~~which could result in serious reputational harm to our business, disrupt our business and lead to significant costs and losses.

Failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors and other service providers, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. As a large financial institution, we depend on our ability to process, record and monitor a large number of customer transactions on a continuous basis. As customer, public and regulatory expectations regarding operational and information security have increased, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions and breakdowns. Our business, financial, accounting, data processing systems or ~~disruptions~~other operating systems and facilities may stop operating properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control. For example, there could be sudden increases in customer transaction volume; electrical or telecommunications outages; natural disasters such as earthquakes, tornadoes, and hurricanes; disease pandemics; events arising from local or larger scale political or social matters, including terrorist acts; and, as described below, cyber-attacks. Although we have business continuity plans and other safeguards in place, our business operations may be adversely affected by significant and widespread disruption to our physical infrastructure or operating systems that support our businesses and customers.

Information security risks for large financial institutions such as Synovus have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. As noted above, our operations rely on the secure processing, transmission and storage of confidential information in our ~~customer relationship management, general ledger, deposit, loan~~computer systems and networks. In addition, to access our products and services, our customers may use personal smartphones, tablet PC's, and other mobile devices that are beyond our control systems. Although we believe we have robust information security procedures and controls, our technologies, systems, networks, and our customers' devices may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of Synovus' or our customers' confidential, proprietary and other information, or otherwise disrupt Synovus' or our customers' or other third parties' business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Synovus is under continuous threat of loss due to hacking and cyber-attacks especially as we continue to expand customer capabilities to utilize internet and other remote channels to transact business. Two of the most significant cyber-attack risks that we face are e-fraud and loss of sensitive customer data. Loss from e-fraud occurs when cybercriminals breach and extract funds directly from customer or our accounts. The attempts to breach sensitive customer data, such as account numbers and social security numbers, are less frequent but could present significant reputational, legal and/or regulatory costs to us if successful. Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to provide internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our customers. While we have ~~policies~~not experienced any material losses relating to cyber-attacks or other information security breaches to date, we have been the subject of attempted hacking and ~~procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems,~~cyber-attacks and there can be no assurance that ~~any such failure, interruption or security breach~~we will not ~~occur or, if they do occur, that they will be adequately addressed.~~suffer such losses in the future. The occurrence of any ~~failure, interruption~~cyber-attack or information security breach could result in potential liability to clients, reputational damage and the disruption of our operations, all of which could adversely affect our business, financial condition or results of operations.

We rely on other companies to provide key components of our business infrastructure.

Third parties provide key components of our business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While we have selected these third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of services, could

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adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third party vendor could also hurt our operations if those difficulties interfere with the vendor's ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Replacing these third party vendors could ~~damage~~also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our ~~reputation, result in a loss of customer~~ business ~~subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability.~~operations.

The costs and effects of litigation, investigations or similar matters involving us or other financial institutions or counterparties, or adverse facts and developments related thereto, could materially affect our business, operating results and financial condition.

We may be involved from time to time in a variety of litigation, investigations, inquiries or similar matters arising out of our business, including those described in ~~Note 22 to the Consolidated Financial Statements in Part~~“Part I, Item 3 - Legal Proceedings” and "Part II - Item 88. Financial Statements and Supplementary Data - Note 21 - Legal Proceedings" of this Report. Synovus cannot predict the outcome of these or any other legal matters. For those legal matters where Synovus is able to estimate a range of reasonably possible losses, Synovus' management currently estimates the aggregate range of reasonably possible losses is from zero to $75 million. This estimated aggregate range is based upon information currently available to Synovus, and the actual losses could prove to be higher (or lower). As there are further developments in these legal matters, Synovus will reassess these matters and the estimated range of reasonably possible losses may change as a result of this assessment. In addition, in the future, we may need to record litigation reserves with respect to these matters. Further, regardless of how these matters proceed, it could divert our management's attention and other resources away from our business.

Our insurance may not cover all claims that may be asserted against it and indemnification rights to which we are entitled may not be honored, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations. In addition, premiums for insurance covering the financial and banking sectors are rising. We may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms or at historic rates, if at all.

We may be required to record goodwill impairment charges in the future.

Under GAAP, we are required to review the carrying amounts of our assets, including goodwill, to determine whether current events or circumstances warrant adjustments to those amounts. Goodwill is tested for impairment on an annual basis and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. At December 31, 2012, the carrying value of goodwill was $24.4 million, consisting of goodwill associated with two financial management services reporting units. These determinations are based in part on our judgments regarding the cash flow potential of the reporting units, and involve projections that are inherently subject to change based on future events. “See “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Goodwill" and “Part II, Item 8. Financial Statements and Supplementary Data - Note 8 - Goodwill” in this Report for further information. A significant negative change in the expected future cash flows, estimated fair value or any of the other assumptions used in evaluating goodwill may necessitate us taking charges in the future related to the impairment of our goodwill.

Our customers may pursue alternatives to bank deposits, which could affect our income and force us to rely on relatively more expensive sources of funding.

We may experience an outflow of deposits because customers seek investments with higher yields, including by banking with on-line banks that offer higher rates than traditional banks, prefer to do business with our competitors, or decide not to use banks to complete their financial transactions. Technology and other changes now allow parties to complete financial transactions without banks. This outflow of deposits could result in the loss of fee income, as well as the loss of client deposits and the income generated from those deposits. Furthermore, it could force us to rely more heavily on borrowings and other sources of funding to fund our business and meet withdrawal demands, thereby adversely affecting our net interest margin. We may also be forced, to rely more heavily on equity to fund our business, resulting in dilution of our existing shareholders.

Changes in the soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. We have exposure to many different industries and counterparties, and we routinely execute transactions with a variety of counterparties in the financial services industry. As a result, defaults by, or even rumors or concerns about, one or more financial institutions with which we do business, or the financial services industry, generally have led to market-wide liquidity problems in the past and could do so in the future and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral we hold cannot be sold at prices that are sufficient for us to recover the full amount of our exposure. Any such losses could materially and adversely affect our financial condition and results of operations.

We are named in several class action lawsuits and several related suits and inquiries, and if we are unable to resolve these matters favorably, then our business, operating results and financial condition would suffer.

We are named in several class action lawsuits and several related suits and inquiries including (1) a securities class action lawsuit alleging that misrepresentations or omissions in our securities filings artificially inflated our stock price in violation of the federal securities laws, (2) two derivative lawsuits based upon substantially the same allegations as the securities class action lawsuit, and (3) three separate class action lawsuits related to overdraft fees charged on debit cards. See “Part I. Item 3 - Legal Proceedings” and in Note 22 to the Consolidated Financial Statements in Part II - Item 8 in this Report. The plaintiffs in these lawsuits seek to recover damages in an unspecified amount and equitable and/or injunctive relief.

Synovus cannot predict the outcome of these or any other legal matters. For those legal matters where Synovus is able to estimate a range of reasonably possible losses. Synovus' management currently estimates the aggregate range of reasonably possible losses is from zero to $60 million. This estimated aggregate range is based upon information currently available to

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Synovus, and the actual losses could prove to be higher (or lower). As there are further developments in these legal matters, Synovus will continually reassess these matters and the estimated range of reasonably possible losses may change as a result of this assessment. In addition, in the future, we may need to record litigation reserves with respect to these matters. Further, regardless of how these matters proceed, it could divert our management's attention and other resources away from our business.

Our stock price has been and is likely to be volatile, and the value of your investment may decline.

The trading price of our Common Stock has been and is likely to be highly volatile and subject to wide fluctuations in price. The stock market in general, and the market for commercial banks and other financial services companies in particular, has experienced significant price and volume fluctuations that sometimes have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may seriously harm the market price of our Common Stock, regardless of our operating performance, and the value of your investment may decline. ~~In addition, if the averageclosing price of our Common Stock is less than $1.00 over a consecutive 30 day trading period~~, ~~we may become subject to delisting proceedings by the NYSE.~~

We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and financial condition.

Synovus Mortgage sells substantially all of the mortgage loans that it originates. While the loans are sold without recourse, the purchase agreements require Synovus Mortgage to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that loans sold were in breach of these representations or warranties, Synovus Mortgage has obligations to either repurchase the loan at the unpaid principal balance and related investor fees or make the purchaser whole for any economic losses associated with the loan. In addition, the Dodd-Frank Act contains provisions designed to address perceived deficiencies in the residential mortgage loan origination and underwriting process, in part by creating new documentation requirements and underwriting criteria and increasing the potential liability of Synovus and Synovus Mortgage to their customers if Synovus and Synovus Mortgage fail to take steps to ensure and document that each borrower has the capacity and the ability to repay their loans.

To date, repurchase activity pursuant to the terms of these representations and warranties has been minimal and has primarily been associated with loans originated from 2005 through 2008. From January 1, 2005 through December 31, ~~2011~~2012, Synovus Mortgage originated and sold approximately ~~$6.24~~$7.11 billion of first lien GSE eligible mortgage loans and approximately ~~$2.81~~$3.10 billion of first and second lien non-GSE eligible mortgage loans. The total expense pertaining to losses from repurchases of mortgage loans previously sold, including amounts accrued in accordance with ASC 450, was $6.7 million, $4.1 million, and $1.3 million, ~~and $713 thousand~~ for the years ended December 31, 2012, 2011 ~~2010,~~, and ~~2009,~~2010, respectively. The total accrued liability related to mortgage repurchase claims was $5.2 million and $3.3 million ~~and $0.7 million,~~ at December 31, ~~2011~~2012 and ~~2010,~~2011, respectively. We cannot assure you ~~that.~~that in the current environment, Synovus Mortgage will not be required to repurchase substantially greater amounts of such mortgage loans, or make related indemnity payments to the purchasers of our mortgage loans. If the level of repurchases or indemnity demands becomes significant or Synovus Mortgage is alleged to be in non-compliance with the regulations under the Dodd-Frank Act, our results of operations may be adversely affected.

The Consumer Financial Protection Bureau, or CFPB, recently issued “ability-to-repay” and “qualified mortgage” rules that may have a negative impact on our loan origination process and foreclosure proceedings, which could adversely affect our business, operating results and financial condition.

The CFPB recently issued rules that are likely to impact our residential mortgage lending practices, and the residential mortgage market generally including rules that implement the “ability-to-repay” requirement and provide protection from liability for “qualified mortgages,” as required by the Dodd-Frank Act. The ability-to-repay rule, which will take effect on January 10, 2014, requires lenders to consider, among other things, income, employment status, assets, payment amounts, and credit history before approving a mortgage, and provides a compliance “safe harbor” for lenders that issue certain “qualified mortgages.” The rules define a “qualified mortgage” to have certain specified characteristics, and generally prohibit loans with negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years from being qualified mortgages. The rule also establishes general underwriting criteria for qualified mortgages, including that monthly payments be calculated based on the highest payment that will apply in the first five years of the loan and that the borrower have a total debt-to-income ratio that is less than or equal to 43 percent. While “qualified mortgages” will generally be afforded safe harbor status, a rebuttable presumption of compliance will attach to mortgages that also meet the definition of a “higher priced mortgage” (which are generally subprime loans).

Although the new “qualified mortgage” rules may provide better definition and more certainty regarding regulatory requirements, the rules may also increase our compliance burden and reduce our lending flexibility and discretion, which could negatively impact our ability to originate new loans and the cost of originating new loans. Any loans that we make outside of the “qualified mortgage” criteria could expose us to an increased risk of liability and reduce or delay our ability to foreclose on the underlying property. Additionally, qualified “higher priced mortgages” only provide a rebuttable presumption of compliance and thus may be more susceptible to challenges from borrowers. It is difficult to predict how the CFPB's “qualified mortgage” rules will impact us when they take effect, but any decreases in loan origination volume or increases in compliance and foreclosure costs could negatively affect our business, operating results and financial condition.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

NONE.

ITEM 2. PROPERTIES

We and our subsidiaries own or lease all of the real property and/or buildings in which we operate business. All of such buildings are in a good state of repair and are appropriately designed for and are suitable for the purposes for which they are used.

We and our subsidiaries own ~~295~~278 facilities encompassing approximately ~~2,556,211~~2,460,444 square feet and lease from third parties 8279 facilities encompassing approximately ~~830,107~~810,174 square feet. The owned and leased facilities are primarily comprised of office space from which we conduct our business. The following table provides additional information with respect to our leased facilities:

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Table 6 - Properties
Square Footage	Number of Locations	Average Square Footage	Number of Locations	Average Square Footage
Under 3,000	19	1,783	18	1,771
3,000 – 9,999	39	5,046	38	5,007
10,000 – 18,999	7	13,251	7	13,251
19,000 – 30,000	12	23,975	10	24,365
Over 30,000	5	43,796	6	41,937


⁽¹⁾	Average loans are shown net of deferred fees and costs. Non-performing loans are included.


⁽²⁾	Interest income includes loan fees as follows: 2012 — $19.8 million, 2011 — $17.3 million, and 2010 — $18.4million.


⁽³⁾	Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 35%, adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.


⁽⁴⁾	Includes average net unrealized gains on investment securities available for sale of $66.3 million, $98.6 million, and $129.6 million for the years ended December 31, 2012, 2011, and 2010, respectively.

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Table 23 - Rate/Volume Analysis	2012 Compared to 2011							2011 Compared to 2010
	Change Due to⁽¹⁾							Change Due to⁽¹⁾
(in thousands)	Volume			Yield/Rate		Net Change		Volume		Yield/Rate		Net Change
Interest earned on:
Taxable loans, net	$	(45,283	)	(48,916	)	(94,199	)	(144,986	)	(6,915	)	(151,901	)
Tax-exempt loans, net⁽²⁾	(392		)	(142	)	(534	)	551		(332	)	219
Taxable investment securities	3,506			(43,100	)	(39,594	)	11,082		(32,741	)	(21,659	)
Tax-exempt investment securities⁽²⁾	(789		)	(59	)	(848	)	(2,158	)	(85	)	(2,243	)
Trading account assets	(265		)	303		38		110		(28	)	82
Interest earning deposits with banks	(14		)	(24	)	(38	)	4		95		99
Due from Federal Reserve Bank	(3,163		)	(46	)	(3,209	)	(1,292	)	(34)		(1,326	)
Federal funds sold and securities purchased under resale agreements	(21		)	43		22		(30	)	(82	)	(112	)
FHLB and Federal Reserve Bank stock	(303		)	569		266		(250	)	80		(170	)
Mortgage loans held for sale	1,311			(1,305	)	6		(2,531	)	72		(2,459	)
Total interest income	(45,413		)	(92,677	)	(138,090	)	(139,500	)	(39,970	)	(179,470	)

Interest paid on:
Interest bearing demand deposits	374			(3,203	)	(2,829	)	(1,005)		(2,735	)	(3,740	)
Money market accounts	(346		)	(20,349	)	(20,695	)	(5,004	)	(20,749	)	(25,753	)
Savings deposits	50			(131	)	(81	)	40		(67	)	(27	)
Time deposits	(35,675		)	(18,855	)	(54,530	)	(58,771	)	(26,153	)	(84,924	)
Federal funds purchased and securities sold under repurchase agreements	(187		)	(263	)	(450	)	(364	)	(493	)	(857	)
Other borrowed funds	(6,745		)	17,751		11,006		(1,842	)	496		(1,346	)
Total interest expense	(42,529		)	(25,050	)	(67,579	)	(66,946	)	(49,701	)	(116,647	)
Net interest income	$	(2,884	)	(67,627	)	(70,511	)	(72,554	)	9,731		(62,823	)


⁽¹⁾	The change in interest due to both rate and volume has been allocated to the yield/rate component.


⁽²⁾	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.

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Non-interest Income

The following table shows the ~~maturity~~principal components of ~~selected loan categories~~non-interest income.



Table 24 - Non-interest Income
	Years Ended December 31,
(in thousands)	2012		2011		2010
Service charges on deposit accounts	$	78,203	78,770		105,114
Fiduciary and asset management fees	42,503		45,809		44,142
Brokerage revenue	26,913		26,006		28,184
Mortgage banking income	32,272		20,316		33,334
Bankcard fees	34,075		41,493		41,420
Investment securities gains (losses), net	39,142		75,007		(1,271	)
Other fee income	21,138		19,953		21,129
Increase (decrease) in fair value of private equity investments, net	8,233		(1,118	)	7,203
Other non-interest income	31,487		32,638		26,092
Total non-interest income	$	313,966	338,874		305,347

Total reported non-interest income was $314.0 million in 2012, down $24.9 million or 7.4% compared to 2011. Excluding securities gains, non-interest income increased by $11.0 million or 4.2% over the prior year. The comparison was impacted by the reduction in debit card interchange revenue from implementation of the Durbin Amendment on October 1, 2011. The impact of the Durbin Amendment was a reduction in debit card interchange revenues of approximately $17.0 million in 2012 compared to a reduction of approximately $5.0 million in 2011. During 2012, Synovus implemented fee income initiatives which contributed approximately $9.0 million in additional non-interest income during the year.

Principal Components of Non-interest Income

Service charges on deposit accounts were $78.2 million in 2012, a slight decrease of 0.7% from the previous year, and $78.8 million in 2011, a decrease of 25.1% from 2010. New fee income initiatives contributed approximately $4.2 million in additional revenues during 2012. Service charges on deposit accounts consist of NSF fees, account analysis fees, and all other service charges.

NSF fees were $37.3 million in 2012, a decrease of $2.6 million, or 6.6%, from 2011. Account analysis fees were $20.5 million in 2012, down $1.5 million, or 6.7%, compared to 2011. All other service charges on deposit accounts, which consist primarily of monthly fees on retail demand deposit and saving accounts, were $20.4 million for 2012, an increase of $3.5 million, or 20.9%, compared to 2011. All other service charges included approximately $4.2 million from new fee income initiatives.

Fiduciary and asset management fees are derived from providing estate administration, employee benefit plan administration, personal trust, corporate trust, corporate bond, investment management and financial planning services. Fiduciary and asset management fees were $42.5 million in 2012, a decrease of 7.2% from 2011 primarily due to a decline in fees from trust services. Fiduciary and asset management fees increased 3.8% in 2011 over 2010.

At December 31, 2012, the market value of AUM was approximately $8.79 billion, an increase of 2.8% from 2011, and $8.55 billion at December 31, 2011, a decrease of 4.3% from 2010. Reported assets under management include approximately $276.1 million and $273.4 million at December 31, 2012 and 2011, respectively, of assets managed for certain Synovus employee retirement plans. Assets under management consist of all assets where Synovus has investment authority. Assets under advisement were approximately $2.46 billion and $3.19 billion at December 31, 2012 and 2011, respectively. Assets under advisement consist of non-managed assets as well as non-custody assets where Synovus earns a consulting fee. Assets under advisement at December 31, 2012 decreased 22.7% from 2011. Total assets under management and advisement were $11.25 billion at December 31, 2012 compared to $11.74 billion at December 31, 2011. Many of the fiduciary and asset management fee charges are based on asset values, and changes in these values directly impact fees earned.

Brokerage revenue was $26.9 million in 2012, a 3.5% increase from 2011, and $26.0 million in 2011, a 7.7% decrease from 2010. Brokerage revenue consists primarily of brokerage commissions. Brokerage assets were $3.93 billion and $3.71 billion as of December 31, 2012 and 2011, respectively.

Mortgage banking income increased $12.0 million or 58.9% for the year ended December 31, 2012 compared to 2011. ~~Also provided~~Mortgage production volume was $1.47 billion for the year ended December 31, 2012, an increase of $266 million, or 22.1%,

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compared to 2011. As rates continued to be at or near historical lows, mortgage origination demand was higher in 2012 due primarily to an increased appetite for refinancing loans in an improving economy.

Bankcard fees decreased $7.4 million, or 17.9%, for the year ended December 31, 2012 compared to 2011. Bankcard fees consist primarily of credit card interchange fees and debit card interchange fees. Debit card interchange fees were $11.9 million, down 47.9% for the year ended December 31, 2012, compared to 2011. The debit card interchange fees for both 2011 and 2012 were impacted by the October 1, 2011 adoption of the Durbin Amendment discussed below. Additionally, during 2012, Synovus recorded a benefit of approximately $2.3 million due to a change in the debit card rewards program. Credit card interchange fees were $20.7 million, up $1.0 million, or 5.3%, for the year ended December 31, 2012 compared to 2011 primarily due to an increase in transaction volume.

Other fee income includes fees for letters of credit, safe deposit box fees, access fees for automatic teller machine use, customer swap dealer fees, and other miscellaneous fee-related income. Other fee income increased $1.2 million, or 5.9%, for the year ended December 31, 2012 compared to 2011 and included approximately $2.2 million from new income initiatives.

Private equity investments consist primarily of earnings on equity method investments in venture capital funds, and the income in 2012 consisted mostly of unrealized gains on various investments within the fund.

The main components of other non-interest income are income from company-owned life insurance policies, insurance commissions, card sponsorship fees and other miscellaneous items.

Impact from Regulatory Reform on Fee Income

During 2010 and 2011, regulations that reduce NSF fees and debit card interchange fee income became effective. On August 1, 2010, Regulation E became effective. This regulation limits the ~~amounts due after one year classified according~~ability of a financial institution to assess an overdraft fee for paying automated teller machine and debit card transactions that overdraw a customer’s account unless the customer affirmatively consents, or opts-in, to the ~~sensitivity~~institution’s payment of overdrafts for these transactions. The impact to NSF fees from this regulation for 2011 and 2010 were decreases of approximately $16 million and $5 million, respectively. Also, on January 19, 2011, Synovus implemented certain processing changes as required by regulatory guidance that resulted in ~~interest rates. Actual repayments~~a decrease in NSF fees of ~~loans may differ~~approximately $13.0 million for the year ended December 31, 2011 with a full year impact in 2012 of approximately $13.6 million.

On October 1, 2011, certain provisions of the Dodd-Frank Act became effective. These provisions, commonly referred to as the “Durbin Amendment,” amended the Electronic Fund Transfer Act and required the Board of Governors of the Federal Reserve System to develop rules that implement, among other things, interchange fee restrictions on debit card transactions. The full year reduction in debit card interchange fee revenue resulting from these provisions was approximately $17.0 million in 2012 with a partial year impact of $5.0 million in 2011.

As described under the section titled "Principal Components of Non-interest Income," Synovus has implemented new fee income strategies to aid in partially offsetting the impact of regulatory reform. Future additional rulemaking or further regulatory changes could impact our ability to execute new strategies to replace fee income. See "Part I - Item 1A. Risk Factors - Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive position" of this Report.

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Non-interest Expense

Non-interest expense for 2012 was $816.2 million, down $87.5 million, or 9.7%, from 2011 following a decline of $105.8 million or 10.5% in 2011 from 2010. Core expenses, which exclude Visa indemnification charges, restructuring charges, other credit costs and amounts from curtailment of post-retirement defined benefit plan, declined $25.1 million, or 3.5%, from 2011 and declined $95.3 million or 11.7% in 2011 from 2010 reflecting the impact of the efficiency savings initiatives implemented beginning in 2011. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation. Synovus remains focused on improving efficiencies while also strategically investing in talent and infrastructure that will drive growth and improve the customer experience.

The following table summarizes this data for the years ended December 31, 2012, 2011 and 2010.



Table 25 - Non-interest Expense
	Years Ended December 31,
(in thousands)	2012		2011		2010
Salaries and other personnel expense	$	375,872	371,148		418,629
Net occupancy and equipment expense	105,575		114,037		122,046
FDIC insurance and other regulatory fees	45,408		59,063		69,480
Foreclosed real estate expense, net	90,655		133,570		163,630
Losses (gains) on other loans held for sale, net	4,681		(2,737	)	3,050
Professional fees	41,307		40,585		45,554
Data processing expense	33,440		35,757		45,478
Visa indemnification charges	6,304		6,038		—
Restructuring charges	5,412		30,665		5,538
Loss (gain) on curtailment of post-retirement defined benefit plan	—		398		(7,092	)
Other operating expenses	107,583		115,241		143,263
Total non-interest expense	$	816,237	903,765		1,009,576

2012 vs. 2011

Total salaries and other personnel expense was $375.9 million in 2012, up $4.7 million, or 1.3% from 2011. Headcount decreased to 4,963 at December 31, 2012, down 261, or 5.0% from 5,224 employees at December 31, 2011. The expense savings realized from the ~~contractual maturities reflected therein~~decrease in headcount and decrease in employee insurance expense were offset by higher commission expense on mortgage banking and brokerage revenue, higher incentive compensation, and annual merit increases.

Net occupancy and equipment expense declined $8.5 million, or 7.4%, during 2012 primarily due to savings realized from ongoing efficiency initiatives, including the closing of 41 branches since January 2011.

FDIC insurance costs and other regulatory fees decreased $13.7 million, or 23.1% in 2012 compared to 2011 due to the favorable impact of continuing improved performance at Synovus Bank on the assessment rate and a decline in the assessment base.

Foreclosed real estate expense continued to decline during 2012. Foreclosed real estate costs decreased $42.9 million, or 32.1% in 2012. This decline was largely a result of lower ORE inventory due to a reduction in the level of foreclosures as well as lower charges due to declines in fair value. For further discussion of foreclosed real estate, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 9 - Other Real Estate" of this Report.

During 2012, Synovus recognized Visa indemnification charges of $6.3 million compared to $6.0 million in 2011. These charges are related to Synovus' obligations as a member of the Visa USA network. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Visa Shares and Related Agreement" of this Report for further discussion of Visa indemnification charges.

Restructuring charges of $5.4 million in 2012 are comprised of $3.8 million in severance charges, $1.3 million in asset impairment charges, and $306 thousand in professional fees. For further explanation of restructuring charges, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 3 - Restructuring Charges" of this Report.

Other operating expenses decreased $7.7 million, or 6.6%, during 2012 compared to 2011 with declines in most expense categories.

Synovus has achieved substantial progress in aligning operating costs with the current size of the organization, while continuing to make investments in talent and infrastructure that enhance the customer experience. A recently completed company-wide analysis

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of the Company's cost structure identified new expense savings initiatives of approximately $30 million to be implemented during 2013.

2011 vs. 2010

In January 2011, Synovus announced efficiency initiatives which were expected to generate expense savings of $75 million in 2011 (or annualized expense savings of $100 million by 2012), primarily through the reduction of approximately 850 positions and from the expected closing of 39 bank branch locations. Synovus implemented these initiatives during 2011 and exceeded the 2011 targeted impact of $75 million of expense savings. These actions consisted primarily of the elimination of approximately 850 positions and the closing of 31 bank branches. The 2011 expense reductions related to these initiatives were a key driver in the total reduction of core expenses of $95.3 million in 2011. These initiatives also resulted in the restructuring charges which are further described below.

Total salaries and other personnel expense declined $47.5 million, or 11.3%, in 2011 compared to 2010. The decline in expense was largely due to the planned reductions in headcount from the implementation of the efficiency initiatives that were announced and implemented in 2011. Total employees were 5,224 at December 31, 2011, down 885, or 14.5%, from 6,109 employees at December 31, 2010.

Net occupancy and equipment expense declined $8 million, or 6.6%, during 2011 with savings realized from the efficiency initiatives, including the closing of 31 branches during 2011.

FDIC insurance and other regulatory fees decreased $10.4 million, or 15.0%, in 2011 compared to 2010 primarily due to a decrease in the assessment base and elimination of the additional assessment collected during 2010 under the FDIC's Transaction Account Guarantee Program.

Foreclosed real estate costs decreased $30.1 million, or 18.4%, in 2011. The decline was the result of a reduction in the level of foreclosures, a reduction in charges related to declines in fair value subsequent to foreclosure, and a reduction in losses on the disposition of foreclosed real estate. For further discussion of foreclosed real estate, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 9 - Other Real Estate" of this Report.

Data processing expense declined $9.7 million, or 21.4%, in 2011 compared to 2010. The decline was primarily driven by renegotiated and/or terminated provider services.

Restructuring charges of $30.7 million in 2011 are comprised of $17.6 million in severance charges, $5.7 million in asset impairment charges, $3.1 million in lease termination charges, and $4.2 million in professional fees and other charges. For further discussion of restructuring charges, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 3 - Restructuring Charges" of this Report.

Other operating expensesdecreased $28.0 million or 19.6% from 2010 due to decreases in credit related expenses, as well as $4.7 million, or 38.2%, decrease in advertising expenses, and decreases in most all other expense categories.

Income Tax Expense

Income tax benefit was $798.7 million for the year ended December 31, 2012 compared to income tax expense of $1.3 million for the year ended December 31, 2011. The 2012 income tax benefit was primarily due to the $802.8 million income tax benefit recognized during the three months ended December 31, 2012 upon the reversal of the deferred tax asset valuation allowance. Income tax expense in 2011 was minimal because ~~borrowers have~~ the ~~right~~Company recognized reductions to ~~prepay obligations with~~the deferred tax asset valuation allowance which offset current tax expense. In 2013, the Company expects to record income tax expense at an effective tax rate of approximately 36%. The actual effective income tax rate in future periods could be affected by items that are infrequent in nature such as new legislation and ~~without prepayment penalties. Additionally,~~changes in the ~~refinancing~~deferred tax asset valuation allowance. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of ~~such loans or~~Significant Accounting Policies" and "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" of this Report for additional discussion regarding deferred income taxes.

At December 31, 2012, total deferred tax assets, net of valuation allowance, were $806.4 million compared to $2.1 million at December 31, 2011. Deferred tax assets and liabilities are recognized for the ~~potential delinquency of such loans could create~~future tax consequences attributable to differences between the ~~contractual maturities~~financial statement carrying amounts and their respective tax bases including operating losses and tax credit carryforwards. Net deferred tax assets (deferred tax assets net of deferred tax liabilities and valuation allowance) are reported on the ~~actual repayment of such loans.~~

Table 21 - Loan Maturity and Interest Rate Sensitivity Table

December 31, 2011
(in thousands)
One Year
     Or Less

Over One Year
Through Five
       Years

Over
Five
       Years
    Total
Selected loan categories:
Commercial, financial, and agricultural $ 2,400,537
2,184,937
502,947
5,088,421
Real estate-construction 1,348,159
1,017,971
15,598
2,381,728
Total $ 3,748,696
3,202,908
518,545
7,470,149
Loans due after one year:
Having predetermined interest rates 1,686,878
Having floating or adjustable interest rates 2,034,574
Total 3,721,452

~~Credit Quality~~

Synovus continuously monitors credit quality and maintains an allowance for loan losses that management believes is sufficient to absorb probable and estimable losses inherent in the loan portfolio. Synovus continues to address problem assets and reduce future exposures through asset dispositions as well as timely monitoring of expected losses on problem loans through review of current market data. The specific reserves, ORE valuation allowances, and cumulative write-downs on NPAs (non-performing loans which are also referred to as non-accruing loans, ORE, and impaired loans held for sale)consolidated balance sheet as a ~~percentage~~component of total assets.

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~~unpaid principal balance~~Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence. At December 31, 2012, the Company is in a three-year cumulative loss position, which represents negative evidence. However, based on the weight of all the positive and negative evidence at December 31, 2012, management concluded that it was more likely than not that $806.4 million of the net deferred tax assets will be realized based upon future taxable income and therefore, reversed $802.8 million of the valuation allowance at December 31, 2012. The valuation allowance of $18.7 million at December 31, 2012 is related to specific state income tax credits and the benefit of specific state NOL carryforwards that have various expiration dates through the tax year 2018 and are expected to expire before they can be utilized. The reversal of the valuation allowance resulted in an income tax benefit of $802.8 million, or $0.88 per diluted common share for the year ended December 31, 2012, and an increase in tangible book value per common share of $1.02.

The deferred tax asset valuation allowance was reversed in the fourth quarter of 2012 after the achievement of operating results for the fourth quarter and full year of 2012 demonstrated the continuation of profitable operating results, excluding the impact of the pre-tax charge of approximately $157 million from the discretionary distressed assets sales completed during the fourth quarter of 2012, marking the sixth consecutive quarter of profitable operating results. The fourth quarter of 2012 results also provided further validation of the positive credit quality trending improvements marking the twelfth consecutive quarter of such improvements. The pace of credit quality improvement accelerated during the fourth quarter of 2012 after the completion of the bulk sale of distressed assets. At December 31, 2012, Synovus Bank's classified asset ratio as a percentage of Tier 1 Capital and the allowance for loan losses improved to 38.07% from 50.65% at September 30, 2012 and 62.51% at December 31, 2011. The consolidated classified asset ratio improved to 44.83% at December 31, 2012 from 58.65% and 70.27% at September 30, 2012 and December 31, 2011, respectively.

In addition, the achievement of operating results for the fourth quarter and full year of 2012 consistent with management's forecast for these periods, excluding the impact of the pre-tax charge of approximately $157 million from the discretionary sales of distressed assets in the fourth quarter 2012, provides further evidence of the Company's ability to produce reliable forecasts, and strengthens the weight of the positive evidence that forecasted future taxable income will be sufficient to realize the $806.4 million net deferred tax asset at December 31, 2012. The positive evidence related to the forecasted future taxable income assists in overcoming the weight of the negative evidence related to the significant operating losses recognized as a result of the recent financial crisis and adds to the overall weight of positive evidence that the December 31, 2012 deferred tax asset is more likely than not realizable. Prior to the fourth quarter of 2012, the Company was unable to conclude that there was sufficient evidence to support that the deferred tax asset was more likely than not realizable and to support the reversal of the deferred tax asset valuation allowance.

The Company is currently in a three-year cumulative loss position which is considered negative evidence. The three-year cumulative loss position was driven by significant credit losses experienced during the recent crisis. While there have been significant improvements in credit quality trending, problem loans remain at elevated levels.

The positive evidence at December 31, 2012 included the Company's significantly improved credit risk profile and the continued improving trends in credit quality, continued profitability in recent quarters, credit risk policy enhancements which reduce exposure to credit risk through concentration limits by loan type, exposure limits to single borrowers, among others, record of long-term positive earnings prior to the recent economic downturn, the Company's strong capital position, as well as sufficient amounts of estimated future taxable income, of the appropriate character, to support the realization of $806.4 million of the Company's net deferred tax asset at December 31, 2012. Management's confidence in the realization of projected future taxable income is based on an analysis of the Company's risk profile and recent trends in financial performance, including credit quality trends. Based upon the 2012 level of income, excluding both the impact of the pre-tax charge of approximately $157 million from the fourth quarter sales of distressed assets and the pre-tax 2012 net gain on the sales of securities, the Company would realize the $806.4 million in net deferred tax assets in 14 years, which is well within the statutory carryforward periods. The Company expects to generate higher levels of future taxable income than these levels. In determining whether management's projections of future taxable income are reliable, management considered objective evidence supporting the forecast assumptions as well as recent experience which demonstrates the Company's ability to reasonably project future results of operations. The analysis showed that credit losses will continue to be at elevated levels but will continue to trend downward, and that credit quality indicators will continue to improve. Further, while the banking environment is expected to remain challenging due to economic and other uncertainties, the Company believes that it can confidently forecast future taxable income at sufficient levels over the future period of time that the Company has available to realize its December 31, 2012 deferred tax asset.

Synovus expects to realize the $806.4 million in net deferred tax assets well in advance of the statutory carryforward period. At December 31, 2012, approximately $189.6 million of existing deferred tax assets are not related to net operating losses or credits and therefore, have no expiration date. Approximately $519.8 million of the remaining deferred tax assets relate to federal net operating losses which will expire in annual installments beginning in 2028 through 2032. Additionally, approximately $71.1 million of the deferred tax assets relate to state net operating losses which will expire in annual installments beginning in 2013 through 2032. Tax credit carryforwards at December 31, 2012 include federal alternative minimum tax credits totaling $19.1

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million which have an unlimited carryforward period. Other federal and state tax credits at December 31, 2012 total $25.5 million and will expire in annual installments beginning in 2013 through 2032.

Several legislative proposals have each called for lowering the current 35% federal corporate income tax rate. If the corporate income tax rate is lowered, it would reduce the value of the deferred tax assets which would result in additional income tax expense in the period that such lower rate is enacted. Changes in future enacted income tax rates could be significant to the Company's financial position, results of operations, or cash flows. See “Part I - Item 1A. Risk Factors - While we recently reversed the valuationallowance for our deferred tax assets, we may not be able to realize these assets in the future and they may be subject to additional valuation allowances, which could adversely affect our operating results and regulatory capital ratios."

The Tax Reform Act of 1986 contains provisions that limit the utilization of NOLs if there has been an “ownership change” as defined in Section 382 of the IRC. In general, this would occur if certain ownership changes related to our common stock that is held by 5% or greater shareholders exceed 50 percent measured over a rolling three year period. If we experience such an ownership change, our utilization of NOLs to reduce future federal income tax obligations could be limited. To reduce the likelihood of such an ownership change, Synovus adopted a Rights Plan in 2010 that was ratified by Synovus shareholders in 2011. The Rights Plan will expire in April of 2013. The Board of Directors could determine to extend the term of the Rights Plan upon the expiration of its current term or adopt another Rights Plan, subject to subsequent ratification by Synovus shareholders, if it is determined that the NOLs are at risk of limitation under Section 382 or that such action is otherwise in the best interest of Synovus' shareholders.

Credit Quality

During 2012, credit quality has improved at an accelerated pace as NPAs, NPLs, net charge-offs, substandard accruing loans, and special mention loans all decreased significantly from 2011 levels.

Non-performing Assets

Total NPAs were $703.1 million at December 31, 2012, a $414.4 million or 37.1% decrease from $1.12 billion at December 31, 2011 ~~was approximately 43%~~. Non-performing assets, which are at their lowest level in almost five years (since the first quarter of 2008), ~~compared~~were primarily impacted by asset dispositions, lower NPL inflows, and net charge-offs. Total non-performing assets as a percentage of total loans, other loans held for sale, and other real estate declined to ~~47%~~3.57% at December 31, ~~2010~~2012 compared to 5.50% at December 31, 2011. NPAs are expected to continue to decline in 2013.

Non-performing loans were $543.3 million at December 31, 2012, a $339.7 million or 38.5% decrease from $883.0 million at December 31, 2011. The decline in 2012 was driven by distressed loan sales (which includes some performing loans) of $734.2 million and a $307.4 million or 32.4% decrease in NPL inflows. CRE NPLs decreased by $171.6 million or 32.5% from 2011 and accounted for 50.5% of the total 2012 decrease in NPLs. Total non-performing loans as a percentage of total loans were 2.78% at December 31, 2012 compared to 4.40% at December 31, 2011. Interest income on non-accrual loans outstanding at December 31, 2012 and 2011 that would have been recorded if the loans had been current and performed in accordance with their original terms was $30.2 million and $71.3 million, respectively.

During the recent credit crisis, the residential construction and development and land acquisition portfolio experienced a higher level of NPLs and losses than any other loan category. From 2008 through 2012, this portfolio had $2.07 billion in losses, which was approximately 47% of all losses during this period of time. The exposure from this portfolio has declined significantly as the performing loans in this portfolio have decreased over 83% from a peak of $5.88 billion, or 22% of total performing loans at the end of 2007 to $970.5 million or 5% of total performing loans at the end of 2012. NPLs in this portfolio have also decreased $136.7 million or 36.6% from $373.8 million at December 31, 2011 to $237.1 million at December 31, 2012. Synovus is generally not actively seeking to originate these types of loans, and is continuing to closely monitor and reduce the remaining exposure in this portfolio.

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The following table shows the composition of the residential construction and development and land acquisition portfolio by state at December 31, 2012 and 2011.

~~Synovus continues to decrease~~



Table 26 - Composition of Residential Construction and Development and Land Acquisition Portfolio by State⁽¹⁾
	December 31, 2012
(in thousands)	Non-performing Loans		Performing Loans	Total Loans
Georgia⁽²⁾	$	188,699	512,064	700,763
Florida	20,165		145,517	165,682
South Carolina	10,573		146,644	157,217
Tennessee	892		21,059	21,951
Alabama	16,740		145,179	161,919
Total	$	237,069	970,463	1,207,532

	December 31, 2011
(dollars in thousands)	Non-performing Loans		Performing Loans	Total Loans
Georgia⁽³⁾	214,852		716,288	931,140
Florida	59,898		161,214	221,112
South Carolina	69,805		249,768	319,573
Tennessee	3,447		23,541	26,988
Alabama	25,809		212,131	237,940
Total	373,811		1,362,942	1,736,753

⁽¹⁾Loans are grouped by state based on where the ~~level~~loans were originated.

⁽²⁾ Atlanta represents $253,794 of ~~distressed assets through dispositions. During 2011~~total residential construction and ~~2010, Synovus completed sales~~development and land acquisition loans, $222,063 of ~~distressed assets with total carrying values of $702.5 million~~performing residential construction and ~~$1.22 billion, respectively. Asset sales in 2011 were comprised of $193.1 million of residential real estate~~development and land acquisition loans, and ~~ORE properties, $246.1 million~~$31,731 of ~~investment real estate loans~~non-performing residential construction and ~~ORE properties, and $263.3 million of loans and ORE properties which are primarily comprised of owner occupied commercial and industrial loans~~development and land acquisition loans.

In⁽³⁾Atlanta represents $397,462 of total residential construction and development and land acquisition loans, $267,454 of performing residential construction and development and land acquisition loans, and $130,008 of non-performing residential construction and development and land acquisition loans.

ORE was $150.3 million at December 31, 2012, down $54.0 million or 26.4% from $204.2 million at December 31, 2011. The decline from 2011 was driven by fewer properties being transferred into other real estate, sales, and to a lesser extent, write-downs for declines in fair value subsequent to foreclosure. ORE sales for 2012 were $184.5 million compared to $216.9 million in 2011. Residential construction and development and land acquisition ORE of $84.2 million represents 56.0% of ORE at December 31, 2012 and decreased by $32.5 million or 27.8% from $116.6 million at December 31, 2011.

The following table shows the ~~second quarter~~components of NPAs by portfolio class at December 31, 2012 and 2011.



Table 27 - NPAs by Portfolio Class
	December 31,
	2012					2011
(in thousands)	NPLs⁽¹⁾		Impaired Loans Held for Sale	ORE	Total NPAs⁽²⁾	NPLs⁽¹⁾	Impaired Loans Held for Sale	ORE	Total NPAs⁽²⁾
Investment properties	$	91,868	74	10,011	101,953	95,766	5,814	28,828	130,408
1-4 family properties	72,578		3,774	54,070	130,422	197,584	14,262	77,395	289,241
Land acquisition	191,475		3,571	41,094	236,140	234,151	5,172	48,987	288,310
Total commercial real estate	355,921		7,419	105,175	468,515	527,501	25,248	155,210	707,959
Commercial and industrial	122,961		2,036	33,967	158,964	267,600	4,908	34,547	307,055
Retail	64,451		—	11,129	75,580	87,920	—	14,475	102,395
Total	$	543,333	9,455	150,271	703,059	883,021	30,156	204,232	1,117,409

⁽¹⁾ NPL ratio is 2.78% and 4.40% at December 31, 2012 and 2011, respectively.

⁽²⁾ NPA ratio is 3.57% and 5.50% at December 31, 2012 and 2011, respectively.

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NPL inflows declined $307.4 million or 32.4% from $948.8 million for 2011 to $641.4 million for 2012. For more detailed information on NPL inflows for 2012 and 2011, refer to the table below, NPL Inflows by Portfolio Class. NPL inflows are expected to continue to decline during 2013.

The following table shows NPL inflows by portfolio class for the years ended December 31, 2012 and 2011.



Table 28- NPL Inflows by Portfolio Class	Years Ended December 31,
(in thousands)	2012		2011
Investment properties	$	164,441	158,048
1-4 family properties	84,174		191,277
Land acquisition	196,337		197,186
Total commercial real estate	444,952		546,511
Commercial and industrial	119,576		291,112
Retail	76,878		111,178
Total NPL inflows	$	641,406	948,801

Asset Dispositions

During 2009, the Company began its asset disposition strategy, which centers around disposition of distressed assets, as a proactive measure in managing the loan portfolio. Subsequent to the implementation of the asset disposition strategy, Synovus entered into the Synovus MOU. The Synovus MOU was in alignment with the existing asset disposition strategy, including managing various asset quality and regulatory capital ratios. ~~The~~During 2012, Synovus continued to decrease the level of distressed assets through dispositions. In the fourth quarter of 2012, Synovus completed distressed asset ~~disposition strategy is still~~sales with a carrying value of $545.5 million, which primarily consisted of a bulk sale, and resulted in ~~place today. Net charge-offs have been,~~pre-tax charges of approximately $157 million. During 2012, 2011 and ~~continue to be recorded as a direct result~~2010, Synovus completed sales of ~~this program.~~distressed assets with total carrying values of $918.8 million, $702.5 million, and $1.22 billion, respectively. Net charge-offs recorded during the ~~three~~ years ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010 related to this strategy were approximately ~~$711~~$694 million. See ~~Tables 23 and 24~~ Table 35for further details regarding the Company's net charge-off activity.

Troubled Debt Restructurings

~~Total credit costs (provision~~When borrowers are experiencing financial difficulties, the Company may, in order to assist the borrowers in repaying the principal and interest owed to the Company, make certain modifications to the borrower's loan. All loan modifications and renewals are evaluated for ~~loan losses plus other credit costs~~troubled debt restructuring (TDR) classification. In accordance with ASU 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring, issued in April 2011, a TDR is defined as a modification with a borrower that is experiencing financial difficulties, and the company has granted a financial concession that it would not normally make. The market interest rate concept in ASU 2011-02 states that if a borrower does not otherwise have access to funds at a market interest rates for debt with characteristics similar to those of the restructured debt, the restructuring would be considered to be at a below-market rate, which ~~consist primarily of foreclosed real estate expense, net, provision for loan losses on unfunded commitments, and charges related to other loans held for sale) for the years ended~~ ~~December 31, 2011~~ ~~and~~ ~~2010~~ were $568.1 million and $1.33 billion, respectively, including provision for loan losses on loans of $418.8 million and $1.13 billion, respectively, and expenses related to foreclosed real estate of $133.6 million and $163.6 million, respectively. Total credit costs declined $761.6 million or 57.3% from 2010, primarily driven by a decrease in provision for loan losses of $712.5 million or 63.0% from ~~2010~~.

~~Synovus believes~~indicates that the ~~best predictor~~lender may have granted a concession. Since Synovus often increases or maintains the interest rate upon renewal of ~~future credit costs~~a commercial loan, including renewals of loans involving borrowers experiencing financial difficulties, the market rate concept has become a significant factor in determining if a loan is classified as a TDR. All TDR's are considered to be impaired loans, and the ~~level~~amount of ~~NPL inflows which have been trending~~impairment, if any, is determined in accordance with ASC 310-10-35, Accounting By Creditors for Impairment of a Loan-an amendment of FASB Statements No. 5, ASC 450-20, and No. 15, ASC 310-40.

Concessions provided by Synovus in a ~~positive direction from~~TDR are generally made in order to assist borrowers so that debt service is not interrupted and to mitigate the ~~peak of $939.0 million in the first quarter of 2009. As detailed in the table below, NPL inflows for 2011 were $948.8 million, a decline of $638.3 million or 40.2%, compared to $1.59 billion in 2010.~~

Table 22 - NPL Inflows by Portfolio Type

December 31,
(in thousands) 2011 2010
Investment properties $ 158,048
310,619

1-4 family properties 191,277
533,413

Land acquisition 197,186
244,752

Total commercial real estate 546,511
1,088,784

Commercial and industrial 291,112
369,241

Retail 111,178
129,125

Total $ 948,801
1,587,150

~~Provision for Loan Losses and Allowance for Loan Losses~~

~~The provision for loan losses is the charge to operating earnings necessary to maintain an adequate allowance~~potential for loan losses. ~~Through the provision for~~A number of factors are reviewed when a loan ~~losses, Synovus maintains an allowance for losses on loans that management believes~~ is ~~adequate to absorb probable losses inherent~~renewed, refinanced, or modified, including cash flows, collateral values, guarantees, and loan structures. Concessions are primarily in the ~~loan portfolio. However, future additions~~form of providing a below market interest rate given the borrower's credit risk to assist the ~~allowance may be necessary based on changes~~borrower in ~~economic conditions, as well as changes in assumptions regarding a borrower’s ability to pay and/or collateral values. In addition, various regulatory agencies, as~~managing cash flows, an ~~integral part~~extension of ~~their examination procedures, periodically review~~ the allowance for loan losses. Based on their judgments about information available to them at the time of their examination, such agencies may require Synovus to recognize additions to the allowance for loan losses.

The allowance for loan losses at December 31, 2011 was $536.5 million or 2.67% of total loans, compared to $703.5 million or 3.26% of total loans at December 31, 2010. The provision for loan losses for the year ended December 31, 2011 was $418.8 million, a decrease of $712.5 million or 63.0% compared to the prior year.

The decrease in the provision for loan losses from 2010 to 2011, and the decrease in the allowance for loan losses as of December 31, 2011, compared to December 31, 2010, as noted above, are due to continued improvement in credit quality trends during 2011, as well as improvement in credit quality indicators at year-end 2011, as compared to year-end 2010, including:

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~~Reduced net loan charge-offs by $785.6 million or 57.3% from $1.37 billion in 2010 to $585.8 million in 2011.~~

~~Reduced NPL inflows by $638.3 million or 40.2% from $1.59 billion in 2010 to $948.8 million in 2011.~~

~~Reduced loans rated special mention by $414.1 million or 16.5% from $2.50 billion at December 31, 2010 to $2.09 billion at December 31, 2011.~~

~~Reduced loans rated accruing substandard by $564.3 million or 32.4% from $1.74 billion at December 31, 2010 to $1.18 billion at December 31, 2011.~~

~~Continued migration in the mix~~maturity of the loan ~~portfolio to reduced levels of higher credit risk loan types.~~

~~Total net charge-offs were $585.8 million, or 2.84% of average loans~~generally for 2011, a decrease of $785.6 million or 57.3%, compared to $1.37 billion or 5.82% for 2010. Net charge-offs declined primarily as a result of lower mark-to-market expenses, decreased costs related to NPL inflows, and a decrease in losses on distressed asset dispositions. It is expected that charge-offs will continue to show significant improvement. The residential construction and development portfolio (component of the 1-4 family category) represented $80.9 million, or 13.8% of total net charge-offs for 2011. Net charge-offs in this portfolio also decreased by $317.4 million, or 79.7%, from 2010 levels. The South Carolina market and Atlanta market represented $14.2 million and $19.1 million, respectively,less than one year, or a ~~combined 41.1%~~period of ~~the total residential construction and development net charge-offs for 2011.~~

~~The following tables show net charge-offs by geography and type for the years ended~~ ~~December 31, 2011~~ ~~and~~ ~~December 31, 2010~~.

Table 23 - Net Charge-offs by Geography

December 31,
(in thousands) 2011 2010
Georgia⁽¹⁾
$ 283,578
735,823
Florida 126,368
164,723
South Carolina 112,698
398,280
Tennessee 21,329
30,776
Alabama 41,875
41,850
Total $ 585,848
1,371,452

⁽¹⁾ Atlanta represents $103,062 and $239,814 at December 31, 2011 and 2010, respectively.

Table 24 - Net Charge-offs by Loan Type
December 31,
(in thousands) 2011 2010
Investment properties $ 134,049
334,072
1-4 family properties 132,005
453,669
Land for future development 92,639
203,717
Total commercial real estate 358,693
991,458
Commercial and industrial 156,930
271,449
Retail 70,225
108,545
Total $ 585,848
1,371,452

~~Loan Guarantees~~

~~In addition to collateral, Synovus~~time generally requires a guarantee from all principals on all commercial real estate and commercial and industrial lending relationships. Specifically, Synovus generally obtains unlimited guarantees from any entity (e.g., individual, corporation, or partnership) that owns or controls 50 percent or more of the borrowing entity. Limited guarantees on a pro rata basis are generally required for all 20 percent or more owners.

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Synovus evaluates the financial ability of a guarantor through an evaluation of the guarantor’s current financial statements, income tax returns for the two most recent years, as well as financial information regarding a guarantor’s business or related interests. In addition, Synovus analyzes substantial assets owned by the guarantor to ensure that the guarantor has the necessary ownership or control over these assets. For loans that are not considered impaired, the allowance for loan losses is determined based on the risk rating of each loan. The risk rating incorporates a number of factors, including guarantors. If a loan is rated doubtful,less than one year with certain limited exceptions, a guarantee is not considered in determining the amount to be charged-off (i.e., the charge-off equals the greater of the amount of the collateral exposure or 50% of the loan balance, in compliance with regulatory requirements). With the exception of certain loans whose amount is inconsequential, all impaired loans are collateral dependent. The charge-off on these loans is determined based upon the amount of the collateral exposure only.

With certain limited exceptions, Synovus seeks performance under guarantees in the event of a borrower’s default. However, under the current economic environment, and based on the fact that a majority of Synovus’ problem credits are commercial real estate credits, Synovus’ success in recovering amounts due under guarantees has been limited.

~~Allocation of the Allowance for Loan Losses~~

Table 26 shows a five year comparison of the allocation of the allowance for loan losses. The allocation of the allowance for loan losses is based on certain loss factors which could differ from the specific amounts or loan categories in which charge-offs may ultimately occur.

~~The allowance for loan losses to non-performing loans coverage was 60.76% at~~ ~~December 31, 2011~~ compared to 78.91% at December 31, 2010. This ratio is impacted by collateral-dependent impaired loans which have no allowance for loan losses as the estimated losses on these credits have been charged-off. Therefore, a more meaningful allowance for loan losses coverage ratio is the allowance to non-performing loans excluding collateral-dependent impaired loans for which there is no related allowance for loan losses which was 124.04% at ~~December 31, 2011~~ ~~compared to 192.60% at~~ ~~December 31, 2010. This ratio declined as a result of an increase in non-performing loans that carried a reserve, combined with the decrease in the allowance for loan losses.~~

Commercial loans had an allocated allowance of $434.0 million, a decrease of $142.0 million, or 24.7%, from the prior year. Commercial, financial, and agricultural loans had an allocated allowance of $117.5 million or 2.3% of loans in the respective category at ~~December 31, 2011~~ ~~compared to $154.1 million, or 2.9%, at~~ ~~December 31, 2010~~. Over the past year, these loans have experienced an improvement in the level of losses over on loans that default. The allocated allowance for owner occupied loans was $67.4 million, or 1.8% of loans in the respective category at December 31, 2011 compared to $67.9 million, or 1.7% at ~~December 31, 2010~~.

At ~~December 31, 2011~~, the allocated component of the allowance for loan losses related to commercial real estate construction loans was $145.4 million, down 26.3% from $197.3 million in 2010. As a percentage of commercial real estate construction loans, the allocated allowance in this category was 6.1% at ~~December 31, 2011~~ compared to 6.3% the previous year-end. As a percentage of total land acquisition loans, the allowance for loan losses in this category was 6.6% compared to approximately 7.4% of total loans in the prior year. Commercial real estate mortgage loans had an allocated allowance of $103.7 million or 2.1% of loans in the respective category at ~~December 31, 2011~~ ~~compared to $156.6 million or 3.0% at~~ ~~December 31, 2010~~.

The unallocated allowance is 0.24% and 0.39% of total loans at December 31, 2011 and 2010, respectively. The unallocated component of the allowance for loan losses is considered necessary to provide for certain qualitative environmental and economic factors that affect the probable loss inherent in the Company's total loan portfolio.

~~The qualitative factors included in the determination of the unallocated component of the allowance for loan losses include the following:~~

•~~economic conditions;~~

•~~changes in the experience, ability, and depth of lending management and loan review staff;~~

•~~changes in the loan origination and monitoring policies and procedures;~~

•~~changes in the volume and trend of impaired loans and past-due loans;~~

•~~changes in concentrations and volume and nature of loan growth;~~

~~risk of grading not keeping pace with the speed and depth of deterioration in economic conditions, particularly related to identifying special-mention credits;~~

•~~estimated risk associated with the deterioration in the fair value of collateral supporting Synovus' loans;~~

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•~~and other external impacts (as may be applicable).~~

~~Qualitative factors could have a significant impact on the inherent risk of loss in the Company's loan portfolio. The unallocated allowance for loan losses at~~ ~~December 31, 2011~~ ~~is $48.0 million or 8.9% of the total allowance for loan losses. This represents~~ a reduction of ~~$36.1 million from~~required principal and/or interest payments (e.g., interest only for a period of time). These types of concessions may be made during the ~~unallocated allowance~~term of a loan or upon the maturity of a loan, as a loan renewal. Renewals of loans made to borrowers experiencing financial difficulties are evaluated for TDR designation by determining if concessions are being granted, including consideration of whether the renewed loan ~~losses~~has an interest rate that is at ~~December 31, 2010~~market, given the credit risk related to the loan. Insignificant periods of ~~$84.1 million~~ reduction of principal and/or ~~12.0%~~interest payments, or one time deferrals of ~~the allowance~~three months or less, are generally not considered to be financial concessions. Further, it is generally Synovus' practice not to defer principal and/or interest for ~~loan losses at~~more than twelve months.

Since 2009, for consumer real estate borrowers experiencing financial difficulties that date. This decline is primarily due to reduced volatility in loan grading, as the pace and depth of the deterioration in economic conditions is no longer causing continuous and rapid declines in loan grades. For example, accruing substandard loans, which increased from $1.46 billion at December 31, 2009 to $1.74 billion at December 31, 2010, declined to~~$1.18 billion at~~ ~~December 31, 2011. Additionally, special mention loans, declined from $2.50 billion at December 31, 2010 to $2.09 billion at~~ ~~December 31, 2011~~evidence that current monthly payments are unsustainable, Synovus has been providing through its consumer real estate home affordability program (HAP), a ~~16.5% decline. Further positively impacting the unallocated allowance for loan losses at~~ ~~December 31, 2011~~ ~~were general improvements in loan monitoring management and policies.~~

A substantial number of Synovus' loans are secured by real estate located in five Southeastern states (Georgia, Alabama, Florida, South Carolina, and Tennessee). Accordingly, the ultimate collectability of a substantial part of Synovus' loan portfolio is susceptible to changes inbelow market ~~conditions in these areas. Based on current information and market conditions, management believes that the allowance for loan losses is adequate.~~

~~A summary by loan category of loans charged off, recoveries of loans previously charged off, and additions to the allowance through provision for loan losses is presented in Table 25.~~

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interest rate given the borrower's credit risk and/or an extension of the maturity and amortization period beyond loan policy limits for renewed loans. All consumer loans restructured or modified under HAP are TDRs. As of December 31, 2012, there were $26.4 million in accruing TDRs that were part of the HAP program.

Non-accruing TDRs may generally be returned to accrual status if there has been a period of performance, usually at least a six month sustained period of repayment performance by the borrower. Consistent with regulatory guidance, a TDR will generally no longer be reported as a TDR after a period of performance which is generally a minimum of six months and after the loan has been reported as a TDR at a year-end reporting date, and if at the time of the modification, the interest rate was at market, considering the credit risk associated with the borrower.

At December 31, 2012, troubled debt restructurings (accruing and non-accruing) were $767.8 million, a decrease of $114.6 million or 13.0% compared to December 31, 2011. Accruing TDRs were $673.4 million at December 31, 2012 compared to $668.5 million at December 31, 2011. At December 31, 2012, the allowance for loan losses allocated to these accruing TDRs was $41.4 million compared to $60.7 million at December 31, 2011. The allowance for loan losses allocated to accruing TDRs has declined due to the increased level of pass and special mention accruing TDRs. Accruing TDRs are considered performing because they are performing in accordance with the restructured terms. At December 31, 2012 and 2011, approximately 99% and 98% of accruing TDRs were current, respectively. The table below shows accruing TDRs by grade at December 31, 2012 and 2011.

Table 25 - Allowance for Loan Losses – Summary of Activity by Loan Type

December 31,
(dollars in thousands) 2011 2010 2009 2008 2007
Allowance for loan losses at beginning of year $ 703,547
943,725
598,301
367,613
314,459
Loans charged off
Commercial:
Commercial, financial, and agricultural 123,314
228,570
242,843
95,186
35,443
Owner occupied 52,820
58,691
67,347
11,803
1,347
Real estate — construction 223,026
719,032
913,032
311,716
61,055
Real estate — mortgage 161,271
294,494
153,741
28,640
13,318
Total commercial 560,431
1,300,787
1,376,963
447,345
111,163
Retail:
Real estate — mortgage 56,839
86,069
79,016
20,014
6,964
Retail loans — credit card 13,598
18,937
20,854
13,213
8,172
Retail loans — other 8,846
12,130
15,773
5,699
4,910
Total retail 79,283
117,136
115,643
38,926
20,046
Total loans charged off 639,714
1,417,923
1,492,606
486,271
131,209
Recoveries of loans previously charged off
Commercial:
Commercial, financial, and agricultural 16,398
13,527
12,321
9,219
7,735
Owner occupied 2,806
2,285
1,817
397
119
Real estate — construction 17,880
16,056
10,140
2,673
1,713
Real estate — mortgage 7,724
6,012
3,632
1,035
471
Total commercial 44,808
37,880
27,910
13,324
10,038
Retail:
Real estate — mortgage 5,082
3,385
1,846
1,138
894
Retail loans — credit card 1,893
2,095
1,161
1,557
1,669
Retail loans — other 2,083
3,111
1,514
1,057
1,554
Total retail 9,058
8,591
4,521
3,752
4,117
Recoveries of loans previously charged off 53,866
46,471
32,431
17,076
14,155
Net loans charged off 585,848
1,371,452
1,460,175
469,195
117,054
Provision for loan losses 418,795
1,131,274
1,805,599
699,883
170,208
Allowance for loan losses at end of year $ 536,494
703,547
943,725
598,301
367,613
Allowance for loan losses to loans, net of deferred fees and costs 2.67 % 3.26
3.72
2.14
1.39
Ratio of net loans charged off to average loans outstanding, net of deferred fees and costs 2.84 % 5.82
5.37
1.71
0.46



Table 29 - Accruing TDRs by Risk Grade	December 31,
	2012				2011
(dollars in thousands)	Amount		%		Amount		%
Pass	$	145,435	21.6	%	$	84,150	12.6	%
Special mention	248,661		36.9		218,276		32.6
Substandard accruing	279,287		41.5		366,046		54.8
Total accruing TDRs	$	673,383	100.0	%	$	668,472	100.0	%

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The following table shows accruing TDRs and the allowance for loan losses on accruing TDRs by portfolio class and the aging of accruing TDRs by portfolio class at December 31, 2012 and 2011.

Table 26 - Allocation of Allowance for Loan Losses

December 31,
2011 2010 2009 2008 2007
(dollars in thousands) Amount
%⁽¹⁾
Amount
%⁽¹⁾
Amount
%⁽¹⁾
Amount
%⁽¹⁾
Amount
%⁽¹⁾
Commercial
Commercial, financial, and agricultural $ 117,450
25.3 % $ 154,115
24.4 % $ 137,031
24.1 % $ 126,695
24.2 % $ 94,741
24.2 %
Owner occupied 67,438
19.2
67,943
18.5
72,002
18.1
39,276
16.1
29,852
16.0
Real estate — construction 145,421
11.9
197,337
14.4
379,618
20.5
247,151
26.1
116,791
30.3
Real estate — mortgage 103,673
24.3
156,586
24.4
216,840
20.8
80,172
18.0
41,737
14.6
Total commercial 433,982
80.7
575,981
81.7
805,491
83.5
493,294
84.4
283,121
85.1

Retail
Real estate — mortgage 36,813
15.1
25,937
14.5
34,860
13.2
27,656
12.5
27,817
12.1
Retail loans — credit card 12,870
1.3
12,990
1.3
15,751
1.2
11,430
1.0
10,900
1.1
Retail loans — other 4,831
2.9
4,551
2.5
6,701
2.2
5,766
2.2
8,017
1.9
Total retail 54,514
19.3
43,478
18.3
57,312
16.6
44,852
15.7
46,734
15.1
Deferred fees and costs, net —
—
—
—
—
(0.1 ) —
(0.1 ) —
(0.2 )
Unallocated 47,998
—
84,088
—
80,922
—
60,155
—
37,758
—
Total allowance for loan losses $ 536,494
100 % $ 703,547
100 % $ 943,725
100 % $ 598,301
100 % $ 367,613
100 %

⁽¹⁾Loan balance in each category expressed as a percentage of total loans, net of deferred fees and costs.



Table 30 - Accruing TDRs Aging and Allowance for Loan Losses by Portfolio Class
	December 31, 2012
(in thousands)	Current		30-89 Days Past Due	90+ Days Past Due	Total	Allowance for Loan Losses
Investment properties	$	179,832	1,230	—	181,062	10,721
1-4 family properties	107,813		336	—	108,149	10,329
Land acquisition	82,234		1,557	—	83,791	5,949
Total commercial real estate	369,879		3,123	—	373,002	26,999
Commercial and industrial	231,708		3,079	—	234,787	13,018
Home equity lines	8,696		—	—	8,696	195
Consumer mortgages	47,422		1,570	—	48,992	880
Credit cards	—		—	—	—	—
Small business	2,647		686	—	3,333	184
Other retail loans	4,064		509	—	4,573	74
Total retail	62,829		2,765	—	65,594	1,333
Total accruing TDRs	$	664,416	8,967	—	673,383	41,350

	December 31, 2011
(dollars in thousands)	Current		30-89 Days Past Due	90+ Days Past Due	Total	Allowance for Loan Losses
Investment properties	204,594		2,033	—	206,627	16,786
1-4 family properties	132,441		2,333	—	134,774	15,001
Land acquisition	80,844		400	—	81,244	11,454
Total commercial real estate	417,879		4,766	—	422,645	43,241
Commercial and industrial	202,593		1,423	2,273	206,289	16,604
Home equity lines	6,503		—	238	6,741	66
Consumer mortgages	29,409		1,687	—	31,096	752
Credit cards	—		—	—	—	—
Small business	156		—	—	156	4
Other retail loans	1,415		130	—	1,545	38
Total retail	37,483		1,817	238	39,538	860
Total accruing TDRs	657,955		8,006	2,511	668,472	60,705

~~Non-performing Assets~~

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The following table shows non-accruing TDRs by portfolio class at December 31, 2012 and ~~Past Due~~2011.



Table 31- Non-accruing TDRs by Portfolio Class	December 31,
(dollars in thousands)	2012		2011
Investment properties	$	11,812	34,307
1-4 family properties	26,084		51,615
Land acquisition	31,573		51,788
Total commercial real estate	69,469		137,710
Commercial and industrial	19,053		67,714
Home equity lines	992		1,802
Consumer mortgages	3,352		6,672
Small business	1,062		—
Other retail loans	467		25
Total retail	5,873		8,499
Total non-accruing TDRs	$	94,395	213,923

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 7 - Loans and Allowance for Loan Losses" of this Report for further information.

Non-performing assets consist of loans classified as nonaccrual loans as well as real estate acquired through foreclosure. Accrual of interest on loans is discontinued when reasonable doubt exists as to the full collection of interest or principal, or when they become contractually in default for 90 days or more as to either interest or principal, unless they are both well-secured and in the process of collection. Nonaccrual loans consist of those loans on which recognition of interest income has been discontinued. Nonaccrual loans are reduced by the direct application of interest and principal payments to loan principal, for accounting purposes only.

~~Restructuring of~~ Past Due Loans

Loans past due 90 days or more, which based on a determination of collectability are accruing interest, are classified as past due loans. Synovus’ ~~historic~~historical and current policy prohibits making additional loans to a borrower, or any related interest of a borrower, who is on nonaccrual status except under certain workout plans and if such extension of credit aids with loss mitigation. Additionally, Synovus’ ~~historic~~historical and current policy discourages making additional loans to a borrower or any related interest of the borrower who has a loan that is past due inas to principal or interest more than 90 days and remains on accruing status.

Past due loans have remained at historically low levels for the past two years. As a percentage of total loans outstanding, loans 90 days past due and still accruing interest were ~~0.07%~~0.03% and ~~0.08%~~0.07% at December 31, ~~2011~~2012 and ~~December 31, 2010~~2011, respectively. These loans are in the process of collection, and management believes that sufficient collateral value securing these loans exists to cover contractual interest and principal payments.

~~Table~~ As a percentage of ~~Contents~~

Table 27 - Selected Credit Quality Metrics

December 31,
(dollars in thousands) 2011 2010 2009 2008 2007
Non-performing loans⁽¹⁾
$ 883,021
891,622
1,555,776
920,506
340,656
Impaired loans held for sale⁽²⁾
30,156
127,365
36,816
3,527
—
Other real estate 204,232
261,305
238,807
246,121
101,487
Non-performing assets⁽³⁾
$ 1,117,409
1,280,292
1,831,399
1,170,154
442,143
Net charge-offs $ 585,848
1,371,452
1,460,175
469,195
117,054
Net charge-offs/average loans 2.84 % 5.82
5.37
1.71
0.46
Loans 90 days past due and still accruing $ 14,520
16,222
19,938
38,794
33,663
As a % of loans 0.07 % 0.08
0.08
0.14
0.13
Total past due loans and still accruing $ 149,442
176,756
262,446
362,538
270,496
As a % of loans 0.74 % 0.82
1.03
1.30
1.02
Restructured loans (accruing) $ 668,472
464,123
213,552
1,202
1,427
Allowance for loan losses 536,494
703,547
943,725
598,301
367,613
Allowance for loan losses as a % of loans 2.67 % 3.26
3.72
2.14
1.39
Non-performing loans as a % of total loans 4.40
4.13
6.13
3.30
1.29
Non-performing assets as a % of total loans, other loans held for sale, and ORE 5.50
5.83
7.14
4.15
1.66
Allowance to non-performing loans 60.76
78.91
60.66
65.00
107.91
Collateral-dependent impaired loans⁽⁴⁾
$ 620,910
636,390
1,021,038
421,034
264,902

⁽¹⁾ Allowance and cumulative write-downs on non-performing loans as a percentage of unpaid principal balance at December 31, 2011 was approximately 34% compared to 45% at December 31, 2010.
⁽²⁾ Represent only the impaired loans that have been specifically identified to be sold. Impaired loans held for sale are carried at the lower of cost or fair value determined on a liquidation basis.
⁽³⁾ Allowance and cumulative write-downs on non-performing assets as a percentage of unpaid principal balance at December 31, 2011 was approximately 43% compared to 47% at December 31, 2010.
⁽⁴⁾ Collateral-dependent impaired loans for which there was no associated reserve were $432.3 million December 31, 2011 and $526.3 million as of December 31, 2010.

~~Non-performing assets decreased $162.9 million,~~total loans outstanding, loans 30 or ~~12.7%, to~~ ~~$1.12 billion~~ ~~at December 31, 2011, compared to~~ ~~$1.28 billion~~more days past due and still accruing interest were 0.54% and 0.74% at December 31, ~~2010. Total non-performing assets as a percentage of loans, other loans held for sale, and other real estate decreased to~~ ~~5.50%~~2012 ~~as of December 31, 2011, compared to 5.83% as of~~and ~~December 31, 2010~~2011~~. The decrease~~, respectively, with improvements in ~~non-performing assets was driven by lower inflows and charge-offs.~~every category.

~~As shown on Table 29, 1-4 family property~~The following table shows the aging of past due loans ~~represent $197.6 million, or 22.4% of total non-performing loans~~by portfolio class at December 31, ~~2011. Additionally, investment properties represent 10.8% and land acquisition loans represent 26.5%, respectively, of total non-performing loans at~~ ~~December 31, 2011. At~~ ~~December 31, 2011~~, non-performing loans in the Atlanta market totaled $260.1 million while non-performing loans in the South Carolina market totaled $135.6 million. Together, this represents 44.8% of total non-performing loans.

~~Other real estate totaled~~ ~~$204.2 million~~ at ~~December 31, 2011~~ which represented a $57.1 million decrease from year-end 2010. While Synovus transferred a significant amount of properties into other real estate during 2011, asset dispositions including sales of $220.1 million of other real estate properties contributed to the decline from the prior year. Residential real estate represented 60.1% and 61.1% of the other real estate total at ~~December 31, 2011~~2012 and ~~2010, respectively. The Atlanta and South Carolina markets represented 38.3% and 38.0% of other real estate at~~ ~~December 31,~~ 2011 ~~and 2010, respectively.~~.

~~The table below shows the non-performing asset ratio by state.~~



Table 32 - Loans Past Due by Portfolio Class
	December 31,
	2012								2011
(dollars in thousands)	30-89 Days Past Due				90+ Days Past Due				30-89 Days Past Due				90+ Days Past Due
	Amount		%		Amount		%		Amount		%		Amount		%
Investment properties	$	5,436	0.12	%	$	798	0.02	%	$	10,866	0.24	%	$	54	—	%
1-4 family properties	13,053		1.02		41		—		23,480		1.45		642		0.04
Land acquisition	3,422		0.43		298		0.04		5,299		0.48		350		0.03
Total commercial real estate	21,911		0.34		1,137		0.02		39,645		0.55		1,046		0.01
Commercial and industrial	33,526		0.37		906		0.01		49,826		0.56		5,036		0.06
Home equity lines	9,555		0.62		705		0.05		12,893		0.80		664		0.04
Consumer mortgages	21,961		1.58		1,288		0.09		23,213		1.64		5,130		0.36
Credit cards	2,450		0.93		2,413		0.92		3,113		1.14		2,474		0.91
Small business	4,935		0.96		338		0.07		3,254		1.08		147		0.05
Other retail loans	3,676		1.25		24		0.01		2,976		1.08		24		0.01
Total retail	42,577		1.06		4,768		0.12		45,449		1.17		8,439		0.22
Total loans past due	$	98,014	0.50	%	$	6,811	0.03	%	$	134,920	0.67	%	$	14,521	0.07	%

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Table 28 - Non-performing Assets Ratio by State

December 31,
2011 2010
Georgia 5.58 % 6.03
Florida 8.59
8.65
South Carolina 5.66
6.25
Tennessee 3.18
3.81
Alabama 3.33
3.21
Consolidated 5.50 % 5.83

⁽¹⁾Atlanta's non-performing assets ratio was 8.90% and 10.46% at December 31, 2011 and 2010, respectively.

Substandard Accruing and Special Mention Loans

Substandard accruing loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that Synovus will sustain some loss if the deficiencies are not corrected. At December 31, ~~2011~~2012, ~~all states except Alabama showed an improvement in their respective non-performing asset ratios due~~substandard accruing loans totaled $672.6 million compared to ~~lower levels of inflows and asset dispositions. While non-performing assets in Alabama were $107.5 million~~$1.18 billion at December 31, 2011, a ~~slight decline~~decrease of ~~$3.3~~$503.6 million ~~from year-end 2010, the ratio was impacted by a 6.1% decline in total loans in 2011.~~or 42.8%.

The following table shows ~~the composition~~substandard accruing loans by portfolio class at December 31, 2012 and 2011.



Table 33 - Substandard Accruing Loans by Portfolio Class	December 31,
(dollars in thousands)	2012		2011
Investment properties	$	161,616	240,175
1-4 family properties	106,166		174,665
Land acquisition	42,247		227,512
Total commercial real estate	310,029		642,352
Commercial and industrial	336,913		498,658
Home equity lines	13,927		16,088
Consumer mortgages	—		10,106
Credit cards	3,367		2,474
Small business	6,308		2,522
Other retail loans	2,042		3,964
Total retail	25,644		35,154
Total substandard accruing loans	$	672,586	1,176,164

Special mention loans have potential weaknesses that deserve management's close attention but are not adversely classified and do not expose Synovus to sufficient risk to warrant an adverse classification. Special mention loans steadily declined throughout 2012. At December 31, 2012, special mention loans totaled $1.38 billion ($804.4 million of ~~the loan portfolio~~commercial real estate loans and ~~non-performing~~$572.6 million of commercial and industrial loans) compared to $2.09 billion ($1.18 billion of commercial real estate loans ~~classified by loan type as~~and $909.3 billion of commercial and industrial loans) at December 31, 2011, a decrease of $712.3 million, or 34.1% from 2011. Special mention and ~~2010. The commercial real estate category is further segmented into~~substandard accruing loans in the various property types determined in accordance with the purpose of the loan. Commercial real estate, which represents 36.2% of total loans, is diversified among many property types. These include commercial investment properties, 1-4 family properties,residential C&D and land ~~acquisition.~~acquisition category declined $276.3 million, or 47.7% from $579.5 million in 2011 to $303.2 million in 2012.

The ~~largest component of the commercial real estate~~following table shows special mention loans by portfolio (62.7% of the commercial real estate portfolio), commercial investment properties, is also well diversified. No category of commercial investment properties exceeds 5% of the total loan portfolio. 1-4 family properties include 1-4 family construction, commercial 1-4 family mortgages,class at December 31, 2012 and residential development loans. These properties are further diversified geographically; approximately 15% of 1-4 family property loans are secured by properties in the Atlanta market and approximately 18% are secured by properties in the South Carolina market. The final commercial real estate loan category, land acquisition, represents less than 6% of total loans.

2011.

Table 29 - Composition of Loan Portfolio and Non-performing Loans

December 31, 2011 December 31, 2010

Loan Type
Loans as a Percentage of Total Loans Outstanding Non-performing Loans as a Percentage of Total Non-performing Loans Loans as a Percentage of Total Loans Outstanding Non-performing Loans as a Percentage of Total Non-performing Loans
Investment properties 22.7 % 10.8
23.4
12.3
1-4 family properties 8.1
22.4
9.7
33.4
Land acquisition 5.4
26.5
5.7
22.9
Total commercial real estate 36.2
59.7
38.8
68.6
Commercial and industrial loans 44.5
30.3
42.9
23.7
Home equity lines 8.1
2.8
7.7
2.0
Consumer mortgages 7.0
6.5
6.8
5.1
Credit cards 1.3
—
1.3
—
Other retail loans 2.9
0.7
2.5
0.6
Total retail 19.3
10.0
18.3
7.7
Deferred fees and costs, net —
—
—
—
Total 100.0 % 100.0
100.0
100.0



Table 34 - Special Mention Loans by Portfolio Class	December 31,
(in thousands)	2012		2011
Investment properties	$	463,532	778,009
1-4 family properties	197,148		269,152
Land acquisition	143,685		132,799
Total commercial real estate	804,365		1,179,960
Commercial and industrial	572,591		909,255
Total special mention loans	$	1,376,956	2,089,215

Potential Problem Loans

Management continuously monitors non-performing and past due loans to mitigate further deterioration regarding the condition of these loans. Potential problem loans are defined by management as certain performing loans with a well-defined weakness

~~Table of Contents~~

where there is information about possible credit problems of borrowers which causes management to have doubts as to the ability of such borrowers to comply with the present repayment terms of such loans. Potential problem commercial loans consist of substandard accruing loans but exclude both loans 90 days past due and still accruing interest and substandard accruing troubled debt restructurings, which are reported separately. Management’s decision to include performing loans in the category of potential problem loans indicates that management has recognized a higher degree of risk associated with these loans. In addition to accruing loans 90 days past due and accruing restructured loans, Synovus had ~~$779.6~~$369.5 million of potential problem commercial loans at December 31, ~~2011~~2012 compared to ~~$1.44 billion~~$779.6 million at December 31, ~~2010~~2011. Management’s current expectation of probable losses

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from potential problem loans is included in the allowance for loan losses, and management cannot predict at this time whether these potential problem loans ultimately will become non-performing loans or result in losses. ~~The trend of potential problem commercial loans has been declining and is down 58.3%~~

Net Charge-offs

Total net charge-offs were $483.5 million, or ~~$1.09 billion~~2.45% of average loans for 2012, a decrease of $102.4 million or 17.5%, compared to $585.8 million or 2.84% of average loans for 2011. Net charge-offs declined from ~~the peak in the third quarter of 2010, and approximately $100 million of the decline is~~2011 levels primarily as a result of ~~these~~lower mark-to-market charges and decreased costs related to NPL inflows, partially offset by the impact of higher levels of dispositions. Net charge-offs in 2012 include the impact of $163.9 million in net charge-offs from distressed loan sales with a carrying value of approximately $474.4 million which were completed during the fourth quarter of 2012. These sales consisted primarily of distressed loans ~~now being reported as accruing troubled debt restructurings. At~~sold in a bulk sale. The residential construction and development (component of the 1-4 family category) and land acquisition portfolio represented $164.3 million, or 34.0% of total net charge-offs for 2012. Net charge-offs in this portfolio also decreased by $9.3 million, or 5.4%, from 2011 levels. Management currently expects that net charge-offs for the year ending December 31, 2013 will be significantly lower than 2012 levels.

The following table shows net charge-offs by portfolio class for the years ended December 31, 2012 and 2011.



Table 35 - Net Charge-offs by Portfolio Class	Years Ended December 31,
	2012				2011
(in thousands)	Amount		%⁽¹⁾		Amount		%⁽¹⁾
Investment properties	$	83,242	1.88	%	$	134,049	2.80	%
1-4 family properties	80,327		5.42		132,005		7.09
Land for future development	116,554		11.92		92,639		7.90
Total commercial real estate	280,123		4.06		358,693		4.59
Commercial and industrial	153,704		1.72		156,930		1.75
Retail	49,631		1.26		70,225		1.81
Total net charge-offs	$	483,458	2.45	%	$	585,848	2.84	%

⁽¹⁾Net charge-off ratio as a percentage of average loans.

Provision for Loan Losses and Allowance for Loan Losses

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 7 - Loans and Allowance for Loan Losses" and "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" of this Report for further information.

The provision for loan losses for the year ended December 31, 2012 was $320.4 million, a decrease of $98.4 million or 23.5% compared to the prior year. The decrease in the provision for loan losses from 2011 to 2012 is primarily due to continued improvement in credit quality trends during 2012, including decreased NPLs and NPL inflows, reduced levels of loans rated special mention and accruing substandard, and lower net charge-offs.

The allowance for loan losses at December 31, 2012 was $373.4 million or 1.91% of total loans, compared to $536.5 million or 2.67% of total loans at December 31, 2011. The decrease in the allowance for loan losses ~~allocated~~during 2012 was due to ~~these potential problem~~the continued improvement in credit quality trends during 2012. The improvements in credit quality included reduced NPL inflows and NPLs, as well as lower levels of loans ~~was $103.1million compared to $191.5 million at December 31, 2010.~~

Table 30 – Potential Problem Commercial Loans

(in thousands) December 31,
2011 December 31,
2010
Investment properties $ 138,317
330,611
1-4 family properties 109,450
258,460
Land acquisition 169,884
297,945
Total commercial real estate 417,651
887,016
Commercial and industrial 361,953
550,365
Total potential problem commercial loans $ 779,604
1,437,381

Special mention loans have potential weaknesses that deserve management's close attention but are not adversely classified and do not expose Synovus to sufficient risk to warrant an adverse classification. At December 31, 2011, there were $2.09 billion of special mention loans ($1.18 billion of commercial real estate loans and $909.3 million of commercial and industrial loans) compared to $2.50 billion ($1.43 billion of commercial real estate loans and $1.08 billion of commercial and industrial loans) at December 31, 2010, a decrease of $414.1 million, or 16.5% from 2010. Special mention andrated substandard accruing ~~loans in the residential C&D~~ and ~~land acquisition category declined $327.0 million, or 36.7% from $890.9 million in 2010 to $564.0 million in 2011.~~

~~Troubled Debt Restructurings~~

When borrowers are experiencing financial difficulties, the Company may, in order to assist the borrowers in repaying the principal and interest owed to the Company, make certain modifications to the loan agreement. All loan modifications are evaluated for troubled debt restructuring (TDR) classification. In accordance with ASU 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring, a TDR is defined as a modification with a borrower that is experiencing financial difficulties, and the Company has granted a financial concession that it would not normally make.

All TDR's are considered to be impaired loans, and the amount of impairment, if any, is determined in accordance with ASC 310-10-35, Accounting By Creditors for Impairment of a Loan-an amendment of FASB Statements No. 5, ASC 450-20, and No. 15, ASC 310-40.

Concessions provided by the Company in a TDR are primarily in the form of providing a below market interest rate given the borrower's credit risk, a period of time generally less than one year with a reduction of required principal and/or interest payments (e.g., interest only for a period of time), or extension of the maturity of the loan generally for less than one year.

Insignificant periods of reduction of principal and/or interest payments, or one time deferrals of 3 months or less, are generally not considered to be financial concessions. Further, it is generally the Company's practice not to defer principal and/or interest for more than 12 months.

~~These types of concessions may be made during the term of a loan or upon the maturity of a loan, in which the borrower is experiencing financial difficulty, as a loan renewal.~~

special mention.

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~~Renewals~~A summary by loan category of loans ~~made to borrowers experiencing financial difficulties are evaluated for TDR designation by determining if concession(s) are being granted, including consideration~~charged off, recoveries of ~~whether the renewed loan has an interest rate that is at market, given the credit risk related~~loans previously charged off, and additions to the ~~loan.~~

Non-accruing TDRs may generally be returned to accrual status if there has been a period of performance, usually at least a six month sustained period of repayment performance by the borrower. Consistent with regulatory guidance, a TDR will generally no longer be reported as a TDR after a period of performance and after the loan was reported as a TDR at a year-end reporting date, and if at the time of the modification the interest rate was at market, considering the credit risk associated with the borrower.

In April 2011, the FASB issued ASU 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring, which was effective for the first interim or annual period beginning on or after June 15, 2011. On July 1, 2011, Synovus adopted the provisions of ASU 2011-02, and as required, applied the provisions of the ASU to all modifications and renewals that have occurred since January 1, 2011. Synovus often increases or maintains the interest rate upon renewal of a commercial loan, including renewals of loans involving borrowers experiencing financial difficulties. Prior to the adoption of ASU 2011-02, the interest rate on such renewals were generally not considered by Synovus to be concessionary and were not considered TDRs. The market interest rate concept in ASU 2011-02 states that if a borrower does not otherwise have access to funds at a market interest rates for debt with characteristics similar to those of the restructured debt, the restructuring would be considered to be at a below-market rate, which indicates that the lender may have granted a concession. This component of ASU 2011-02 resulted in an increase of approximately $190 million in loans identified as TDRs upon adoption of ASU 2011-02.

~~Table 31 shows accruing TDRs by loan type as of~~ ~~December 31, 2011~~ ~~and 2010. At~~ ~~December 31, 2011~~ ~~and 2010, the~~ allowance through provision for loan losses ~~allocated to these accruing restructured loans was $60.7 million and $54.9 million, respectively. The increase~~is presented in ~~accruing restructured loans since~~ the ~~prior year is primarily related to the adoption of ASU 2011-02. Accruing restructured loans are not considered non-performing because they are performing in accordance with the restructured terms. At~~ ~~December 31, 2011, approximately 98% of accruing restructured loans were current, and 45.2% or $302.4 million, of accruing restructured loans were graded as pass (12.6%) or special mention loans (32.6%). At~~ ~~December 31, 2011, troubled debt restructurings (accruing and non-accruing) were $882.4 million, an increase of $310.2 million compared to December 31, 2010.~~following table:

Table 31 - Accruing TDRs by Loan Type

December 31, 2011 December 31, 2010
(dollars in thousands) Total % Total %
Investment properties $ 206,627
30.9 % $ 178,790
38.5 %
1-4 family properties 134,774
20.2
56,118
12.1
Land acquisition 81,244
12.1
69,979
15.1
Total commercial real estate 422,645
63.2
304,887
65.7
Commercial and industrial 206,289
30.9
154,469
33.3
Home equity lines 6,741
1.0
2,892
0.6
Consumer mortgages 31,096
4.6
1,796
0.4
Credit cards —
—
—
—
Other retail loans 1,701
0.3
79
—
Total retail 39,538
5.9
4,767
1.0
Total loans, net of deferred fees and costs $ 668,472
100.0 % $ 464,123
100.0 %

~~Deposits~~

Deposits provide the most significant funding source for interest earning assets. The following table shows the relative composition of deposits for 2011 and 2010. See Table 11 for information on average deposits including average rates paid in 2011, 2010, and 2009.



Table 36 - Allowance for Loan Losses – Summary of Activity by Loan Category
	Years Ended December 31,
(dollars in thousands)	2012			2011	2010	2009	2008
Allowance for loan losses at beginning of year	$	536,494		703,547	943,725	598,301	367,613
Loans charged off
Commercial:
Commercial, financial, and agricultural	115,245			123,314	228,570	242,843	95,186
Owner-occupied	65,854			52,820	58,691	67,347	11,803
Real estate — construction	208,130			223,026	719,032	913,032	311,716
Real estate — mortgage	108,569			161,271	294,494	153,741	28,640
Total commercial	497,798			560,431	1,300,787	1,376,963	447,345
Retail:
Real estate — mortgage	43,364			56,839	86,069	79,016	20,014
Retail loans — credit cards	9,110			13,598	18,937	20,854	13,213
Retail loans — other	6,503			8,846	12,130	15,773	5,699
Total retail	58,977			79,283	117,136	115,643	38,926
Total loans charged off	556,775			639,714	1,417,923	1,492,606	486,271
Recoveries of loans previously charged off
Commercial:
Commercial, financial, and agricultural	24,607			16,398	13,527	12,321	9,219
Owner-occupied	2,788			2,806	2,285	1,817	397
Real estate — construction	23,721			17,880	16,056	10,140	2,673
Real estate — mortgage	12,855			7,724	6,012	3,632	1,035
Total commercial	63,971			44,808	37,880	27,910	13,324
Retail:
Real estate — mortgage	6,324			5,082	3,385	1,846	1,138
Retail loans — credit cards	1,630			1,893	2,095	1,161	1,557
Retail loans — other	1,392			2,083	3,111	1,514	1,057
Total retail	9,346			9,058	8,591	4,521	3,752
Recoveries of loans previously charged off	73,317			53,866	46,471	32,431	17,076
Net loans charged off	483,458			585,848	1,371,452	1,460,175	469,195
Provision for loan losses	320,369			418,795	1,131,274	1,805,599	699,883
Allowance for loan losses at end of year	$	373,405		536,494	703,547	943,725	598,301
Ratios:
Allowance for loan losses to loans, net of deferred fees and costs	1.91		%	2.67	3.26	3.72	2.14
Net charge-offs as a percentage of average loans net of deferred fees and costs	2.45		%	2.84	5.82	5.37	1.71
Allowance to non-performing loans excluding collateral-dependent impaired loans with no related allowance	93.58		%	124.04	192.60	124.70	192.80

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Table 32 - Composition of Deposits

(dollars in thousands) 2011
     %⁽¹⁾
2010
     %⁽¹⁾
Non-interest bearing demand deposits $ 5,366,868
23.9 % $ 4,298,372
17.5 %
Interest bearing demand deposits 3,613,060
16.1
3,860,157
15.7
Money market accounts, excluding brokered deposits 6,542,448
29.2
6,798,092
27.8
Savings deposits 515,038
2.3
480,184
2.0
Time deposits, excluding brokered deposits 4,591,164
20.5
5,911,150
24.1
Brokered deposits 1,783,174
8.0
3,152,349
12.9
Total deposits 22,411,752
100.0
24,500,304
100.0
   Core deposits⁽²⁾
20,628,578
92.0
21,347,955
87.1
   Core deposits excluding time deposits⁽²⁾
$ 16,037,414
71.6 % $ 15,436,805
63.0 %

⁽¹⁾Deposits balance in each category expressed as percentage of total deposits.
⁽²⁾See reconciliation of “Non-GAAP Financial Measures” in this Report.

~~Total deposits~~The following table shows the allocation of the allowance for loan losses by loan category at December 31, 2012, 2011 ~~decreased $2.09 billion, or 8.5%~~, ~~from December 31, 2010. The decline~~2010, 2009, and 2008.



Table 37 - Allocation of Allowance for Loan Losses
	December 31,
	2012				2011				2010				2009				2008
(dollars in thousands)	Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾
Commercial
Commercial, financial, and agricultural	$	83,366	27.1	%	$	117,450	25.3	%	$	154,115	24.4	%	$	137,031	24.1	%	$	126,695	24.2	%
Owner-occupied	43,481		19.4		67,438		19.2		67,943		18.5		72,002		18.1		39,276		16.1
Real estate — construction	90,156		8.8		145,421		11.9		197,337		14.4		379,618		20.5		247,151		26.1
Real estate — mortgage	77,770		24.2		103,673		24.3		156,586		24.4		216,840		20.8		80,172		18.0
Total commercial	294,773		79.5		433,982		80.7		575,981		81.7		805,491		83.5		493,294		84.4

Retail
Real estate — mortgage	24,577		15.1		36,813		15.1		25,937		14.5		34,860		13.2		27,656		12.5
Retail loans — credit cards	12,278		1.3		12,870		1.3		12,990		1.3		15,751		1.2		11,430		1.0
Retail loans — other	13,777		4.1		4,831		2.9		4,551		2.5		6,701		2.2		5,766		2.2
Total retail	50,632		20.5		54,514		19.3		43,478		18.3		57,312		16.6		44,852		15.7
Deferred fees and costs, net	—		nm		—		nm		—		nm		—		(0.1	)	—		(0.1	)
Unallocated	28,000		—		47,998		—		84,088		—		80,922		—		60,155		—
Total allowance for loan losses	$	373,405	100.0	%	$	536,494	100.0	%	$	703,547	100.0	%	$	943,725	100.0	%	$	598,301	100.0	%

⁽¹⁾Loan balance in ~~total deposits was driven primarily by a planned reduction of brokered deposits and a continued wind-down of the Shared Deposits program.Total core deposits excluding time deposits at~~ ~~December 31, 2011~~ ~~grew $600.6 million, or 3.9% from December 31, 2010 and non-interest bearing demand deposits~~each category expressed as a percentage of total ~~deposits increased to 23.9% at~~ ~~December 31, 2011~~ ~~from 17.5% at December 31, 2010. See reconciliation~~loans, net of ~~“Non-GAAP Financial Measures” in this Report.~~deferred fees and costs.

~~Time deposits of $100,000 and greater at December 31, 2011 and 2010 were~~ ~~$4.14 billion~~ and $6.36 billion, respectively, and included brokered time deposits of $1.56 billion and $2.76 billion, respectively. Please refer to Table 33 for the maturity distribution of time deposits of $100,000 or more. These larger deposits represented 18.5% and 26.0% of total deposits at ~~December 31, 2011~~ ~~and 2010, respectively, and contained brokered time deposits which represented 7.0% and 11.3% of total deposits at~~ ~~December 31, 2011~~ ~~and 2010, respectively.~~

Prior to the Charter Consolidation, a component of Synovus’ deposit growth was through the offering of Shared Deposit products. The Charter Consolidation resulted in the inability to offer the Shared Deposit products in the future. Customers holding Shared CD balances retained these deposits on a fully insured basis until their maturity. As these Shared CDs matured, overall balances in this product have declined. As of ~~December 31, 2011, remaining balances in Shared Deposit products were $127.8 million, down from $690.9 million at December 31, 2010.~~

Following the Charter Consolidation, management developed a strategic plan to diversify Synovus’ funding sources and reduce reliance on volatile funding sources including brokered deposits and Shared Deposit products. The strategic initiatives implemented by management have reduced Synovus’ dependence on brokered deposits and Shared Deposit products primarily through:

~~allowing partial runoff of maturing brokered deposits,~~

~~reducing utilization of brokered money market accounts,~~

~~reduction of Shared Deposit balances as the program expires, and~~

~~maintaining and enhancing local market core deposit base.~~

At ~~December 31, 2011, brokered deposits represented 8.0% of Synovus’ total deposits compared to 12.9% at~~ ~~December 31, 2010~~.nm - not meaningful



Table 38 - Selected Credit Quality Metrics	December 31,
(dollars in thousands)	2012		2011	2010	2009	2008
Non-performing loans	$	543,333	883,021	891,622	1,555,776	920,506
Impaired loans held for sale	9,455		30,156	127,365	36,816	3,527
Other real estate	150,271		204,232	261,305	238,807	246,121
Non-performing assets	$	703,059	1,117,409	1,280,292	1,831,399	1,170,154
Loans 90 days past due and still accruing	$	6,811	14,520	16,222	19,938	38,794
As a % of loans	0.03		0.07	0.08	0.08	0.14
Total past due loans and still accruing	$	104,825	149,442	176,756	262,446	362,538
As a % of loans	0.54		0.74	0.82	1.03	1.3
Accruing TDRs	$	673,383	668,472	464,123	213,552	1,202
Non-performing loans as a % of total loans	2.78		4.40	4.13	6.13	3.30
Non-performing assets as a % of total loans, other loans held for sale, and ORE	3.57		5.50	5.83	7.14	4.15

Table of Contents

Capital

Table 33 - Maturity Distribution of Time Deposits of $100,000 or More

(in thousands) December 31, 2011
3 months or less $ 993,617
Over 3 months through 6 months 768,238
Over 6 months through 12 months 1,281,830
Over 12 months 1,095,519
Total outstanding $ 4,139,204

Series A Preferred Stock

~~Liquidity~~

~~Liquidity represents~~On December 19, 2008, Synovus issued to the ~~extent~~Treasury 967,870 shares of Synovus’ Series A Preferred Stock, having a liquidation amount per share equal to ~~which Synovus has readily available sources~~$1,000, for a total price of funding needed to meet the needs of depositors, borrowers and creditors; to support asset growth; fund deposit withdrawals; maintain reserve requirements; and to otherwise sustain operations of Synovus, its Synovus Bank and other subsidiaries,$967,870,000. The Series A Preferred Stock pays cumulative dividends at a reasonable cost, on a timely basis, and without adverse consequences. ALCO monitors Synovus' economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting on liquidity and funding risk, interest rate ~~risk, and market risk and has the authority to create policies relative to these risks. ALCO, operating under liquidity and funding policies approved by the Board~~ of ~~Directors, actively analyzes contractual and anticipated cash flows in order to properly manage Synovus’ liquidity position.~~

Contractual and anticipated cash flows are analyzed under normal and stressed conditions to determine forward looking liquidity needs and sources. Synovus analyzes liquidity needs under various scenarios of market conditions and corporate operating performance. This analysis includes stress testing and measures expected sources and uses of funds under each scenario. Emphasis is placed on maintaining numerous sources of current and potential liquidity in order5% per year for the ~~company to meet~~first five years and thereafter at a rate of 9% per year. Synovus may, at its ~~obligations to depositors, borrowers, and creditors on a timely basis.~~

~~Liquidity is generated through maturities and repayments~~option, with the consent of loans by customers, maturities and sales of investment securities, deposit growth, and access to sources of funds other than deposits. Management constantly monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to meet estimated customer deposit withdrawals and future loan requests. Liquidity is also enhanced by the acquisition of new deposits. Each of the banking divisions monitors deposit flows and evaluates alternate pricing structures in an effort to retain and grow deposits. Customer confidence is a critical element in growing and retaining deposits. In this regard, Synovus’ asset quality could play a larger role in the stability of the deposit base. In the event asset quality declines significantly from its current level, the ability to grow and retain deposits could be diminished, which in turn could reduce deposits as a liquidity source.

At December 31, 2011, Shared CD balances totaled $127.8 million. Synovus continues to pursue retention of Shared CD balances at maturity; however, there can be no assurance that a significant portion of these deposits will remain on deposit at Synovus Bank. While the possibility of this deposit outflow is a potential liquidity risk, this risk has diminished as remaining Shared deposit balances have declined. Retention of significant liquid assets, primarily in the form of interest bearing funds with the Federal Reserve, ~~should enable Synvous Bank~~redeem, in whole or in part, the Series A Preferred Stock at the liquidation amount per share plus accrued and unpaid dividends. The Series A Preferred Stock is generally non-voting. However, if we fail to ~~mitigate liquidity risks related~~pay dividends on the Series A Preferred Stock for an aggregate of six quarterly periods, whether or not consecutive, our number of authorized directors will be increased by two and the holders of the Series A Preferred Stock shall have the right to elect two directors. A consequence of the Series A Preferred Stock purchase includes certain restrictions on executive compensation that could limit the tax deductibility of compensation that Synovus pays to executive management.

As part of its purchase of the Series A Preferred Stock, Synovus issued the Treasury a Warrant to purchase up to 15,510,737 shares of Synovus Common Stock at an initial per share exercise price of $9.36. The Warrant provides for the adjustment of the exercise price and the number of shares of Synovus Common Stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of Synovus Common Stock, and upon certain issuances of Synovus Common Stock at or below a specified price relative to the initial exercise price. The Warrant expires on December 19, 2018. Pursuant to the Securities Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any ~~outflow~~shares of ~~these deposits at their maturity.~~

~~As a result~~Common Stock issued upon exercise of the ~~Dodd-Frank Act, effective as of December 31, 2010, unlimited FDIC insurance coverage for non-interest bearing demand transaction accounts was extended through December 31, 2012. This component~~Warrant.

The offer and sale of the ~~Dodd-Frank~~Series A Preferred Stock and the Warrant were effected without registration under the Securities Act ~~served to extend unlimited insurance coverage which was initially established by~~in reliance on the ~~TAGP. Under current law, insurance coverage for non-interest bearing demand deposits will decline to a level~~exemption from registration under Section 4(2) of ~~$250,000 per depositor after December 31, 2012. Currently,~~the Securities Act. Synovus has ~~a significant customer base which maintain non-interest bearing demand deposit balances that would exceed~~allocated the ~~insurance threshold after 2012 if this unlimited insurance coverage is not extended. Synovus' ability to retain these deposits would depend~~total proceeds received from the United States Department of the Treasury based on ~~numerous factors, including general economic conditions~~the relative fair values of the Series A Preferred Stock and the ~~operating performance~~Warrants. This allocation resulted in the Series A Preferred Stock and ~~credit quality~~the Warrant being initially recorded at amounts that are less than their respective fair values at the issuance date.

The $48.5 million discount on the Series A Preferred Stock is being accreted using a constant effective yield over the five-year period preceding the 9% perpetual dividend. Synovus records increases in the carrying amount of ~~Synovus. As this represents a potential liquidity risk, Synovus expects to maintain an above average level~~the preferred shares resulting from accretion of ~~liquidity sources to mitigate such risk and to continue to monitor this risk throughout 2012.~~ the discount by charges against additional paid-in capital.

See "Part I - Item 1A. Risk Factors - Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive position."

Synovus Bank also generates liquidity through the national deposit markets. Synovus Bank issues longer-term certificates of deposit across a broad geographic base to increase its liquidity and funding position. Access to these deposits could become more limited if Synovus Bank’s asset quality and financial performance were to significantly deteriorate. Synovus Bank has the capacity to access funding through its membership in the FHLB System. At December 31, 2011, Synovus Bank had access to

~~Table of Contents~~

~~incremental funding, subject to available collateral and FHLB credit policies, through utilization of FHLB advances.~~

In addition to bank level liquidity management, Synovus must manage liquidity at the Parent Company for various operating needs including capital infusions into subsidiaries, the servicing of debt, and the payment of dividends to shareholders and payment of general corporate expenses. The primary source of liquidity for Synovus consists of dividends from Synovus Bank which is governed by certain rules and regulations of the GA DBF and FDIC. Dividends from Synovus Bank in 2010 were $43.9 million. During 2011, Synovus Bank did not pay dividends to the Parent Company. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality and overall condition. Synovus may not receive dividends from Synovus Bank in 2012, which could adversely affect liquidity. See “Part I - Item 1A. Risk Factors - We may be unable to access historical and alternative sources of liquidity, which could adversely affect our overall liquidity” in this Report. Synovus Bank is currently subject to a memorandum of understanding that prohibits it from paying any cash dividends to the Parent Company without regulatory approval. Additionally, GA DBF rules and related statutes contain restrictions on payments of dividends. See “Part I-– Item 1. Business -– Supervision, Regulation and ~~Other Matters - Dividends” in~~other Factors – TARP Regulations – Capital PurchaseProgram" of this Report. Synovus Bank is currently required to maintain regulatory capital levels in excess of minimum well-capitalized requirements, primarily as a result of non-performing asset levels. Due to these requirements, Synovus could be required to contribute additional capital to Synovus Bank, which could adversely affect liquidity at the Parent Company.Report for further information.

On February 13, 2012, the Parent Company issued $300 million aggregate principal amount of 7.875% senior notes due February 15, 2019 (“the 2019 Senior Notes”) in a public offering for aggregate proceeds of $292.8 million, net of discount and debt issuance costs. Concurrent with this offering, Synovus announced a cash tender offer (“Tender Offer”) for any and allAs part of its ~~outstanding 4.875% subordinated notes due February 15, 2013 (“the 2013 Notes”), with a total principal amount outstanding~~ongoing management of approximately $206.8 million. Approximately $145.6 million of the 2013 Notes were tendered by the early tender deadline of February 21, 2012 (“the Early Tender Deadline”), and Synovus paid total consideration of $145.6 million for these notes. Holders of the 2013 notes who did not tender by the Early Tender Deadline have until March 6, 2012 to tender their 2013 Notes. Holders who tender their 2013 Notes after February 21, 2012 but at or before March 6, 2012 will receive $970 per $1,000 principal amount of the 2013 Notes tendered. The Tender Offer was, and additional tenders will be, funded from a portion of the net proceeds of the 2019 Senior Notes described herein.

~~Synovus’ Parent Company has historically enjoyed a solid reputation in the~~ capital, markets and has historically been able to raise funds in the form of either short or long-term borrowings or equity issuances, including the public offerings completed in September 2009, May 2010, and February 2012. However, in light of the current regulatory environment, market conditions, and Synovus’ financial performance and related credit ratings, there can be no assurance that Synovus would be able to obtain additional new borrowings or issue additional equity on favorable terms, if at all. Synovus will continue to identify, consider, and pursue additional strategic initiatives to ~~further strengthen~~bolster its ~~liquidity~~capital position as deemed ~~necessary.~~

~~Synovus presently believes~~necessary, including strategies in connection with the Company's repayment of TARP and strategies that ~~the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient~~may be required to meet ~~its anticipated funding needs through~~ the ~~near future. However, if economic conditions or~~requirements of Basel III and other ~~factors worsen~~regulatory initiatives regarding capital.

tMEDS

On May 4, 2010, Synovus completed a public offering of 13,800,000 tMEDS with a stated value of $25.00 per unit. Each tMEDS unit consists of a prepaid Common Stock purchase contract and a junior subordinated amortizing note due May 15, 2013. The prepaid common stock purchase contracts have been recorded as additional paid-in-capital (a component of shareholders’ equity), net of issuance costs, and the junior subordinated amortizing notes have been recorded as long-term debt. Issuance costs associated with the debt component were recorded as a prepaid expense, which is being amortized on a straight-line basis over the term of the instrument to ~~a greater degree than~~May 15, 2013. Synovus allocated the ~~assumptions underlying Synovus’ internal financial performance projections, regulatory capital requirements for Synovus or Synovus Bank increase as~~proceeds from the ~~result~~issuance of ~~regulatory directives or otherwise, or Synovus believes it is prudent~~the tMEDS to ~~enhance current liquidity levels, then Synovus may seek additional liquidity from external sources.~~equity and debt based on the relative fair values of the respective components of each tMEDS unit. See ~~“Risk Factors” in Part I –~~"Part II - Item 1A8. Financial Statements and Supplementary Data - Note 13 - Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" of ~~this Report.~~

~~The following table summarizes Synovus’ contractual cash obligations at~~ ~~December 31, 2011~~.

Table 34 - Contractual Cash Obligations

Payments Due After December 31, 2011
(in thousands) 1 Year or Less Over 1 - 3 Years 4 - 5 Years After 5 Years Total
Long-term debt $ 379,947
459,232
* 188,216
475,950
1,503,345
Capital lease obligations 525
1,068
949
3,504
6,046
Operating leases 30,017
50,093
36,254
213,331
329,695
Total contractual cash obligations $ 410,489
510,393
225,419
692,785
1,839,086

* Includes $221,869 principal and interest relating to the to 2013 Notes. See "Liquidity" section in this Report for ~~a discussion~~an illustration of the ~~Tender Offer~~aggregate values assigned to each component of the tMEDS offering.

Each prepaid Common Stock purchase contract will automatically settle on May 15, 2013, and Synovus will deliver not more than 9.0909 shares and not less than 7.5758 shares of its Common Stock based on the applicable market value (the average of the volume weighted average price of Synovus Common Stock for

~~these notes.~~

~~Capital Resources~~ the twenty (20) consecutive trading days immediately preceding May 15, 2013).

8281

Table of Contents



Table 39 – Synovus Common Stock Purchase Contract
Applicable Market Value of Synovus Common Stock		Settlement Rate
Less than or equal to $2.75		9.0909
Between $2.75 and $3.30		Number of shares equal to $25, divided by the applicable market price
Greater than or equal to $3.30		7.5758

At any time prior to the third business day immediately preceding May 15, 2013, the holder may settle the purchase contract early and receive 7.5758 shares of Synovus Common Stock. Upon settlement, an amount equal to $1.00 per common share issued will be reclassified from additional paid-in capital to Common Stock. As of December 31, 2012, approximately 286,600 tMEDS units have been settled which resulted in the issuance of 2,171,222 shares of common stock. At December 31, 2012, based on the closing common stock price of $2.45 per share, Synovus would issue 122,848,968 shares of its Common Stock upon settlement or May 15, 2013. Under these assumptions, the tangible book value per common share would decrease from $2.95 at December 31, 2012 to $2.83. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation.

Capital Resources

Synovus has always placed great emphasis on maintaining a solid capital base and continues to satisfy applicable regulatory capital requirements. Management is committed to maintaining a capital level sufficient to assure shareholders, customers, and regulators that Synovus is financially sound.

The following table presents certain ratios used to measure ~~Synovus’~~Synovus and Synovus Bank's capitalization.


Table 35 – Capital Ratios
Table 40 – Capital Ratios
(dollars in thousands)	December 31, 2011			December 31, 2010	December 31, 2012			December 31, 2011
Tier 1 capital
Synovus Financial Corp.	$	2,780,774		2,909,912	$	2,832,244		2,780,774
Synovus Bank	2,950,329			2,914,871	3,173,530			2,950,329
Tier 1 common equity
Synovus Financial Corp.	1,824,493			1,962,529	1,865,662			1,824,493
Total risk-based capital
Synovus Financial Corp.	3,544,089			3,742,599	3,460,998			3,544,089
Synovus Bank	3,219,480			3,198,728	3,441,364			3,219,480
Tier 1 capital ratio
Synovus Financial Corp.	12.94		%	12.79	13.24		%	12.94
Synovus Bank	13.87			13.07	14.88			13.87
Tier 1 common equity ratio
Synovus Financial Corp.	8.49			8.63	8.72			8.49
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp.	16.49			16.45	16.18			16.49
Synovus Bank	15.14			14.34	16.14			15.14
Leverage ratio
Synovus Financial Corp.	10.08			9.44	11.00			10.08
Synovus Bank	10.82			9.57	12.41			10.82
Tangible common equity to tangible assets ratio ⁽¹⁾
Synovus Financial Corp.	6.81			6.73	9.66			6.81

⁽¹⁾See reconciliation of “Non-GAAP Financial Measures” in this Report.



Georgia		58-1134883
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1111 Bay Avenue Suite 500, Columbus, Georgia		31901
(Address of principal executive ~~officers)~~offices)		(Zip Code)



Title of each class	Name of each exchange on which registered
Common Stock, $1.00 Par Value Tangible Equity Units Series B Participating Cumulative Preferred Stock Purchase Rights	New York Stock Exchange New York Stock Exchange New York Stock Exchange



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨



Incorporated Documents	Form 10-K Reference Locations
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April ~~26, 2012~~25, 2013 (“Proxy Statement”)	Part III



	Page
Part I
~~Table~~Index of Defined Terms
Forward Looking Statements	1
Item 1. Business	2
Item 1A. Risk Factors	2829
Item 1B. Unresolved Staff Comments	3842
Item 2. Properties	3842
Item 3. Legal Proceedings	3942
Item 4. Mine Safety Disclosures	3942
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities	4043
Item 6. Selected Financial Data	4346
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4547
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	8889
Item 8. Financial Statements and Supplementary Data	9192
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	~~160~~166
Item 9A. Controls and Procedures	~~160~~166
Item 9B. Other Information	~~161~~167
Part III
Item 10. Directors, Executive Officers and Corporate Governance	~~162~~168
Item 11. Executive Compensation	~~162~~168
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~162~~168
Item 13. Certain Relationships and Related Transactions, and Director Independence	~~163~~169
Item 14. Principal Accountant Fees and Services	~~163~~169
Part IV
Item 15. Exhibits and Financial Statement Schedules	~~164~~170


(1)	further deterioration in credit quality may result in increased non-performing assets and credit losses, which could adversely impact our capital, financial condition, and results of operations;


(2)	~~continuing~~the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures;


(3)	further declines in the values of residential and commercial real estate may result in further write-downs of assets and realized losses on disposition of non-performing assets, which may increase credit losses and negatively affect our financial results;


~~(3)~~	continuing weakness in the residential and commercial real estate environment, which may negatively impact our ability to dispose of distressed assets, and may result in continued elevated levels of non-performing assets and potential problem loans;


(4)	the ~~impact on~~risk that we may not realize the expected benefits from our ~~borrowing costs, capital costs~~efficiency and growth initiatives, which will negatively affect our ~~liquidity due to further adverse changes in our credit ratings;~~future profitability;


(5)	the ~~risk~~risks that ~~our allowance for loan losses may prove to be inadequate~~if economic conditions worsen or regulatory capital rules are modified, or the results of mandated “stress testing” do not satisfy certain criteria, we may be ~~negatively affected by credit risk exposures;~~required to undertake additional strategic initiatives to improve our capital position;


(6)	~~the concentration of our non-performing assets by loan type, in certain geographic regions and with affiliated borrowing groups;~~


~~(7)~~	changes in the interest rate environment and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;


(8)	the impact on our borrowing costs, capital costs and our liquidity due to our status as a non-investment grade issuer and any further adverse changes in our credit ratings;


~~(9)~~(10)	future availability and cost of additional capital and liquidity on favorable terms, if at all;


~~(11)~~	~~changes~~realize the deferred tax assets in the ~~cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, including a further reduction in our debt ratings;~~future.


(12)	risks related to the timing of the recoverability of our deferred tax asset, which is subject to considerable judgment, and the risk that even after the recovery of our deferred tax asset balance under GAAP, there will remain limitations on the ability to include our deferred tax assets for regulatory capital purposes;


~~(13)~~	the risk that we could have an “ownership change” under Section 382 of the ~~Internal Revenue Code,~~IRC, which could impair our ability to timely and fully utilize our net operating losses and built-in losses that may exist when such “ownership change” occurs;


(13)	the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations and applicable memoranda of understanding, other supervisory actions or directives and any necessary capital initiatives;


(16)	the ~~impact~~risk that we may be unable to pay dividends on our financial results, reputation and business if we are unable to comply with all applicable federal and state regulations and applicable memoranda of understanding, other supervisory actions or directives and any necessary capital initiatives;Common Stock;


(17)	the risk that we may be required to make substantial expenditures to keep pace with the rapid technological changes in the financial services market;


(18)	the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;


~~(19)~~(20)	risks related to our reliance on third parties to provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and risks related to disruptions in service or financial difficulties of a third party vendor;


(21)	the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;


~~(20)~~(22)	the ~~costs of services and products~~risk that we may be required to ~~us by third parties, whether as a result of our financial condition, credit ratings,~~record goodwill impairment charges in the ~~way we are perceived by such parties, the economy or otherwise;~~future;


~~(21)~~(23)	risks related to the loss of customers to alternatives to bank deposits, which could affect our income and force us to rely on relatively more expensive sources of funding;


(24)	risks related to recent and proposed changes in the mortgage banking industry, including the risk that we may be required to repurchase mortgage loans sold to third parties and the impact of the “ability to pay” and “qualified mortgage” rules on our loan origination process and foreclosure proceedings;


(25)	the effects of any damages to Synovus' reputation resulting from developments related to any of the items identified above; and


~~(22)~~(26)	other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part I - Item 1A.- Risk Factors" of ~~this Report.~~Synovus' 2012 Form 10-K.



~~Division~~Table 1 – Bank Divisions		State(s)
CB&T Bank of East Alabama		Alabama
Community Bank & Trust of Southeast Alabama		Alabama
The Bank of Tuscaloosa		Alabama
Sterling Bank		Alabama
First Commercial Bank of Huntsville		Alabama
First Commercial Bank		Alabama
The First Bank of Jasper		Alabama
The Tallahassee State Bank		Florida
Coastal Bank and Trust of Florida		Florida
First Coast Community Bank		Florida
Synovus Bank		Florida
Synovus Bank of Jacksonville		Florida
Columbus Bank and Trust Company		Georgia
Commercial Bank		Georgia
Commercial Bank & Trust Company of Troup County		Georgia
SB&T Bank		Georgia
The Coastal Bank of Georgia		Georgia
First State Bank and Trust Company of Valdosta		Georgia
Bank of Coweta		Georgia
First Community Bank of Tifton		Georgia
CB&T Bank of Middle Georgia		Georgia
Sea Island Bank		Georgia
Citizens First Bank		Georgia
AFB&T		Georgia
Bank of North Georgia		Georgia
Georgia Bank & Trust		Georgia
NBSC		South Carolina
The Bank of Nashville		Tennessee
Trust One Bank		Tennessee
Cohutta Banking Company		Tennessee and Georgia




~~State~~Table 2 – Bank Branch Locations		Branches
Georgia		~~129~~124
Alabama		4746
South Carolina		42
Florida		5552
Tennessee		2019
Total		~~293~~283



Table 3 – Loans by Type	2012					2011
(dollars in thousands)	Total Loans*			%		Total Loans*			%
Investment properties	$	4,376,118		22.4	%	$	4,557,313		22.7
1-4 family properties	1,279,105			6.5		1,618,484			8.1
Land acquisition	794,229			4.1		1,094,821			5.4
Total commercial real estate	6,449,452			33.0		7,270,618			36.2
Commercial and industrial	9,101,514			46.5		8,941,274			44.5
Retail	4,011,097			20.5		3,879,907			19.3
Deferred fees and costs, net	(20,373		)	nm		(11,986		)	nm
Total loans, net of deferred fees and costs	$	19,541,690		100.0	%	$	20,079,813		100.0	%



Table 4 – Loans by State	2012				2011
(dollars in thousands)	Total Loans*		As a % of Total Loan Portfolio		Total Loans*		As a % of Total Loan Portfolio
Georgia	$	10,028,848	51.3	%	$	10,666,542	53.1	%
Atlanta	3,445,273		17.6		3,597,103		17.9
Florida	2,576,576		13.2		2,603,167		13.0
South Carolina	2,660,020		13.6		2,730,401		13.6
Tennessee	1,026,067		5.3		873,466		4.3
Alabama	3,250,179		16.6		3,206,237		16.0
Consolidated	$	19,541,690	100.0	%	$	20,079,813	100.0	%



^^Loan balance in each category is net of deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.	~~Loan balance in each category expressed as a percentage of total loans, net of deferred fees and costs.~~