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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended 1999 or
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[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from__________ to ______________
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-2387
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 11, 2000, 282,246,801 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding, and the aggregate
market value of the shares of $1.00 par value common stock of Synovus Financial
Corp. held by non-affiliates was approximately $3,481,000,000 (based upon the
closing per share price of such stock on said date).
Portions of the 1999 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated March 16, 2000 are incorporated in Part III of
this report.
Registrant's Documents Incorporated by Reference
Part Number and Item
Document Incorporated Number of Form 10-K Into
by Reference Which Incorporated
- --------------------- ----------------------
Pages F-10, F-17 through Part I, Item 1, Business
F-22, and F-26 through F-48
of Registrant's 1999 Annual Report
to Shareholders
Pages F-14, and F-17 through F-19 Part I, Item 2, Properties
of Registrant's 1999 Annual Report to
Shareholders
Pages F-17 through F-19 of Part I, Item 3, Legal
Registrant's 1999 Annual Report Proceedings
to Shareholders
Pages F-10, F-26, and Part II, Item 5, Market
F-44 and F-45 of Registrant's for Registrant's Common
1999 Annual Report to Equity and Related
Shareholders Stockholder Matters
Page F-25 of Registrant's Part II, Item 6,
1999 Annual Report to Selected
Shareholders Financial Data
Pages F-26 through F-48 Part II, Item 7,
of Registrant's Management's Discussion
1999 Annual Report to and Analysis of Financial
Shareholders Condition and Results of
Operations
Pages F-42 and F-43 of Registrant's Part II, Item 7A, Quantitative
1999 Annual Report to Shareholders and Qualitative Disclosures
About Market Risk
Pages F-2 through F-24, and F-48 Part II, Item 8,
of Registrant's 1999 Financial Statements and
Annual Report to Shareholders Supplementary Data
Pages 3 through 5, 7 and 8, and 27 Part III, Item 10,
and 28 of Registrant's Proxy Directors and Executive
Statement in connection with Officers of the Registrant
its Annual Shareholders' Meeting
to be held April 20, 2000
Pages 7, 15 through 18, and Part III, Item 11,
21 of Registrant's Proxy Executive Compensation
Statement in connection with its
Annual Shareholders' Meeting
to be held April 20, 2000
Pages 8 and 9, and 22 through Part III, Item 12,
26 of Registrant's Proxy Statement Security Ownership of
in connection with its Annual Certain Beneficial Owners
Shareholders' Meeting to be held and Management
April 20, 2000
Pages 21 and 22, and 24 through 27 Part III, Item 13,
of Registrant's Proxy Statement in Certain Relationships
connection with its Annual Shareholders' and Related Transactions
Meeting to be held April 20, 2000
Pages F-2 through F-24 Part IV, Item 14,
of Registrant's 1999 Exhibits, Financial Statement
Annual Report to Shareholders Schedules and Reports on
Form 8-K
Table of Contents
Item No. Caption Page No.
- -------- ------- --------
Part I
Safe Harbor Statement 1
1. Business 2
2. Properties 12
3. Legal Proceedings 13
4. Submission of Matters to a Vote of 13
Security Holders
Part II
5. Market for Registrant's Common Equity 13
and Related Stockholder Matters
6. Selected Financial Data 13
7. Management's Discussion and Analysis 13
of Financial Condition and Results
of Operations
7A. Quantitative and Qualitative Disclosures
About Market Risk 14
8. Financial Statements and Supplementary Data 14
9. Changes In and Disagreements With 14
Accountants on Accounting and Financial
Disclosure
Part III
10. Directors and Executive Officers of the
Registrant 14
11. Executive Compensation 14
12. Security Ownership of Certain 14
Beneficial Owners and Management
13. Certain Relationships and Related 15
Transactions
Part IV
14. Exhibits, Financial Statement Schedules, 15
and Reports on Form 8-K
Part I
Safe Harbor Statement
Certain statements contained in this Annual Report on Form 10-K and the
exhibits hereto which are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act (the "Act"). In addition, certain statements in future
filings by Synovus Financial Corp.(R) ("Synovus(R)") with the Securities and
Exchange Commission, in press releases, and in oral and written statements made
by or with the approval of Synovus which are not statements of historical fact
constitute forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenues, income or loss, earnings or loss per share, the payment or non-payment
of dividends, capital structure and other financial items; (ii) statements of
plans and objectives of Synovus or it's management or Board of Directors,
including those relating to banking and non-banking products or services; (iii)
statements of future economic performance; and (iv) statements of assumptions
underlying such statements. Words such as "believes," "anticipates," "expects,"
"intends," "targeted," and similar expressions are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements.
Forward-looking statements involve risks and uncertainties which may
cause actual results to differ materially from those in such statements. Factors
that could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to: (i) the strength of
the U.S. economy in general and the strength of the local economies in which
operations are conducted; (ii) the effects of and changes in trade, monetary and
fiscal policies and laws, including interest rate policies of the Board of
Governors of the Federal Reserve System; (iii) inflation, interest rate, market
and monetary fluctuations; (iv) the timely development of and acceptance of new
products and services and perceived overall value of these products and services
by users; (v) changes in consumer spending, borrowing and saving habits; (vi)
technological changes (including "Year 2000" data systems compliance issues) are
more difficult or expensive than anticipated; (vii) acquisitions; (viii) the
ability to increase market share and control expenses; (ix) the effect of
changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) with which Synovus and its
subsidiaries must comply; (x) the effect of changes in accounting policies and
practices, as may be adopted by the regulatory agencies, the Financial
Accounting Standards Board or other authoritative bodies; (xi) changes in
Synovus' organization, compensation and benefit plans; (xii) the costs and
effects of litigation and of unexpected or adverse outcomes in such litigation;
and (xiii) the success of Synovus at managing the risks involved in the
foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and Synovus undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated events.
- ------------------
Synovus Financial Corp., Synovus, Synovus Securities, Inc., Synovus
Mortgage Corp., Synovus Trust Company, Columbus Bank and Trust Company and CB&T
are federally registered service marks of Synovus Financial Corp. TSYS, TS2,
Total System Services, Inc., THE TOTAL SYSTEM and TSYS Total Solutions are
federally registered service marks of Total System Services, Inc.
1
Item 1. Business
Business and Business Segments
Synovus is a $12.5 billion asset multi-financial services company which
is a registered bank holding company. Synovus conducts a broad range of
financial services through its banking and non-banking subsidiaries at more than
200 locations. Synovus is based in Columbus, Georgia and its stock is traded on
the New York Stock Exchange under the symbol "SNV."
Synovus is engaged in two reportable business segments: banking (which
is primarily involved in commercial banking activities and also provides retail
banking, trust services, mortgage banking, securities brokerage and insurance
services ), and transaction processing (which includes credit, debit, commercial
and retail card processing and related services and debt collection and
bankruptcy management services). See Note 12 of Notes to Consolidated Financial
Statements on page F-20 of Synovus' 1999 Annual Report to Shareholders which is
specifically incorporated herein by reference.
Banking and Bank-Related Subsidiaries and Services
Synovus currently has 38 wholly owned first and second tier banking
subsidiaries located in four states (the "Banks"). Of the 38 bank subsidiaries,
25 are located in Georgia and earn 61% of banking operations' revenues, seven
are located in Alabama and earn 19% of banking operations' revenues, one is
located in South Carolina and earns 13% of banking operations' revenues and five
are located in Florida and earn 7% of banking operations' revenues.
The Banks offer commercial banking services, including commercial,
financial, agricultural and real estate loans, and retail banking services,
including accepting customary types of demand and savings deposits, making
individual, consumer, installment, first mortgage and second mortgage loans,
offering money transfers, safe deposit services, trust, investment, IRA, Keogh
and corporate employee benefit and other fiduciary services, leasing services
automated banking and electronic switch services, automated fund transfers and
bank credit card services, including MasterCard and Visa services.
The bank-related subsidiaries of Synovus are: (1) Synovus Securities,
Inc.(R), Columbus, Georgia, which specializes in professional portfolio
management for fixed-income securities, the execution of securities transactions
as a broker/dealer and the provision of individual investment advice on equity
and other securities; (2) Synovus Trust Company(R), Columbus, Georgia, one of
the southeast's largest providers of trust services; (3) Synovus Mortgage
Corp.(R), Birmingham, Alabama, which offers mortgage services; (4) Synovus
Insurance Services, Columbus, Georgia, which offers insurance agency services;
and (5) Synovus Technologies, Inc.(sm), Columbus, Georgia, which facilitates the
use of technology by and participates in the development of new products and
services for the Banks.
2
Transaction Processing and Other Affiliates and Services
Business. Established in 1983 as an outgrowth of an on-line accounting
and bankcard data processing system developed for Synovus' subsidiary, Columbus
Bank and Trust Company(R), Total System Services, Inc.(R), ("TSYS") is now one
of the world's largest information technology processors of credit, debit,
commercial and retail cards. Based in Columbus, Georgia, and traded on the New
York Stock Exchange under the symbol "TSS," TSYS provides the electronic link
between buyers and sellers with a comprehensive on-line system of data
processing services marketed as THE TOTAL SYSTEM(R) servicing issuing
institutions throughout the United States, Canada, Mexico, Honduras and the
Caribbean, representing more than 206 million cardholder accounts on file as of
December 31, 1999. TSYS provides card production, statement preparation,
electronic commerce services, portfolio management services, account
acquisition, credit evaluation, risk management and customer service to clients.
Synovus owns 80.8 percent of TSYS.
TSYS has four wholly owned subsidiaries: (1) Columbus Depot Equipment
Company(sm), which sells and leases computer related equipment associated with
TSYS' transaction processing services; (2) TSYS Total Solutions,(R) Inc., which
provides mail and correspondence processing services, teleservicing, data
documentation capabilities, offset printing, customer service, collections and
account solicitation services; (3) Columbus Productions, Inc.(sm), which
provides full-service commercial printing and related services; and (4) TSYS
Canada, Inc., which provides programming support and assistance with the
conversion of card portfolios to TS2(R).
TSYS also holds a 49% equity interest in a joint venture company named
Total System Services de Mexico, S.A. de C.V., which provides credit card
related processing services to Mexican banks, and a 50% interest in Vital
Processing Services L.L.C., a joint venture with Visa U.S.A. Inc., that offers
fully integrated merchant transaction and related electronic information
services to financial and nonfinancial institutions and their merchant
customers.
Synovus has one wholly owned subsidiary, TSYS Total Debt Management,
Inc., that provides debt collection and bankruptcy management services. TSYS
Total Debt Mangement, Inc. is included in the transaction processing services
segment.
Seasonality. Due to the seasonal nature of the credit card industry,
TSYS' revenues and results of operations have generally increased in the fourth
quarter of each year because of increased transaction and authorization volumes
during the traditional holiday shopping season.
Major Customers. A significant amount of TSYS' revenues are derived
from long-term contracts with significant customers, including certain major
customers. For the year ended December 31, 1999, Bank of America Corporation
accounted for 16% of TSYS' total revenues. As a result, the loss of Bank of
America Corporation, or other major or significant customers, could have a
material adverse effect on TSYS' financial condition and results of operations.
Near the end of the first quarter of 1998, AT&T completed the sale of
its Universal Card Services to CITIBANK, now a part of Citigroup after
CITIBANK's merger with Travelers
3
Group, Inc. CITIBANK accounted for approximately 13% of total revenues for the
year ended December 31, 1999. On February 26, 1999, CITIBANK notified TSYS of
its decision to terminate Universal Card Services' processing agreement with
TSYS for consumer credit card accounts at the end of its original term on August
1, 2000. Consumer credit card accounts represented 66.6% of CITIBANK's revenues
to TSYS for the year ended December 31, 1999. Management believes that CITIBANK
will not be a major customer for the year 2000 and that the loss of revenues
from CITIBANK for the months of August through December 2000, combined with
decreased expenses from the reduction in hardware and software costs and the
redeployment of personnel, should not have a material adverse effect on TSYS'
financial condition or results of operations for the year ending December 31,
2000.
See "Non-Interest Income" under the "Financial Review" Section on pages
F-29 through F-31, "Non-Interest Expense" under the "Financial Review" Section
on pages F-31 and F-32, and Note 10 of Notes to Consolidated Financial
Statements on pages F-17 through F-19 of Synovus' 1999 Annual Report to
Shareholders which are specifically incorporated herein by reference.
Service Marks
Synovus owns the federally registered service marks of Synovus
Financial Corp., Synovus, the stylized S logo, Synovus Mortgage Corp., Synovus
Securities, Inc. and Synovus Trust Company. Synovus also owns additional
registered service marks and other service marks. In the opinion of management
of Synovus, the loss of the right to use such marks would not materially affect
Synovus' business.
TSYS owns the federally registered service marks TSYS, TS2, Total
System Services, Inc., THE TOTAL SYSTEM and TSYS Total Solutions, to which TSYS
believes strong customer identification attaches. TSYS also owns additional
registered service marks and other service marks. Management does not believe
the loss of such marks would have a material impact on the business of TSYS.
Acquisitions
Synovus has pursued a strategy of acquiring banks and financial service
companies which are used to augment Synovus' internal growth. See Note 1 of
Notes to Consolidated Financial Statements on page F-10 and "Acquisitions" under
the "Financial Review" Section on page F-26 of Synovus' 1999 Annual Report to
Shareholders which are specifically incorporated herein by reference.
Supervision, Regulation and Other Factors
General. Synovus is a registered multi-bank holding company subject to
supervision and regulation by the Board of Governors of the Federal Reserve
System ("Board") under the Bank Holding Company Act ("BHC Act"), and by the
Georgia Banking Department under the bank holding company laws of the State of
Georgia (the "Georgia Act"). As a bank holding company,
4
Synovus is required to furnish the Board and the Georgia Banking Department with
annual reports of the financial condition, management and inter-company
relationships of Synovus and its subsidiaries and affiliates at the end of each
fiscal year, and such additional information as the Board and the Georgia
Banking Department may require from time to time. The Board and the Georgia
Banking Department also make examinations of Synovus and certain of its
subsidiaries and affiliates.
The BHC Act and the Georgia Act require each bank holding company to
obtain the prior approval of the Board and the Georgia Banking Department
before: (i) it may acquire direct or indirect ownership or control of any voting
shares of any bank, if, after such acquisition, such bank holding company will,
directly or indirectly, own or control more than 5% of the voting shares of such
bank; (ii) it or any of its subsidiaries, other than a bank, may acquire all or
substantially all of the assets of a bank; or (iii) it may merge or consolidate
with any other bank holding company. In addition, under the Georgia Act, it is
unlawful for any bank holding company to acquire, direct or indirect, ownership
or control of more than 5% of the voting shares of any presently operating bank,
unless such bank has been in existence and continuously operating as a bank for
a period of five years or more prior to the date of making application to the
Georgia Banking Department for approval of the acquisition.
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 ("Interstate Banking Act"), effective September 29, 1995, bank holding
companies were permitted to acquire banks in any state. Under the Interstate
Banking Act, effective June 1, 1997, banks may merge or consolidate across state
lines, unless either of the states involved elected to prohibit such merger or
consolidation prior to May 31, 1997. Finally, under the Interstate Banking Act,
states may authorize banks from other states to engage in branching across state
lines.
In addition, a bank holding company is, with certain exceptions,
prohibited by the BHC Act from engaging in, or acquiring or retaining direct or
indirect control of the voting shares of any company engaged in non-banking
activities. One of the principal exceptions to this prohibition is for
activities expressly found by the Board, prior to November 11, 1999, to be so
closely related to banking, or managing or controlling banks, as to be a proper
incident thereto.
Because Synovus is a registered multi-bank holding company, its
subsidiary banks are also subject to examination, supervision and regulation by
the Board. The banks which are chartered under the banking laws of the States of
Georgia, Florida and Alabama are subject to examination, supervision and
regulation by the Georgia Banking Department, Florida Banking Department and the
Alabama Banking Department, respectively. The banks which are chartered under
the banking laws of the United States are subject to examination, supervision
and regulation by the Office of the Comptroller of the Currency ("OCC"). In
addition, the deposits of Synovus' subsidiary banks are insured by the Federal
Deposit Insurance Corporation ("FDIC") to the extent provided by law, and are
subject to examination, supervision and regulation by the FDIC.
The Georgia Banking Department, Florida Banking Department, Alabama
Banking
5
Department, OCC and the FDIC regulate all areas of the banks' banking and trust
operations, including, where appropriate, reserves, investments, loans, mergers,
the issuance of securities, payment of dividends, interest rates, extension of
credit to officers and directors, establishment of branches, maintenance of
capital and other aspects of their operations.
Also, the payment of management fees by banking subsidiaries of a bank
holding company is subject to supervision and regulation by the Georgia Banking
Department, Florida Banking Department, Alabama Banking Department, the OCC, the
Board and the FDIC. The payment of management fees by non-banking subsidiaries
of a bank holding company is also subject to supervision and regulation by the
Board.
Numerous other federal and state laws, as well as regulations
promulgated by the Board, the Georgia Banking Department, Florida Banking
Department, Alabama Banking Department, the OCC and the FDIC govern almost all
aspects of the operations of the banks.
Recent Legislation. On November 12, 1999, President Clinton signed into
law legislation that allows bank holding companies to engage in a wider range of
non-banking activities, including greater authority to engage in securities and
insurance activities. Under the Gramm-Leach-Bliley Act (the "Act"), a bank
holding company that elects to become a financial holding company may engage in
any activity that the Board, in consultation with the Secretary of the Treasury,
determines by regulation or order is: (1) financial in nature; (2) incidental to
any such financial activity; or (3) complementary to any such financial activity
and does not pose a substantial risk to the safety or soundness of depository
institutions or the financial system generally. This Act makes significant
changes in U.S. banking law, principally by repealing certain restrictive
provisions of the 1933 Glass-Steagall Act. The Act specifies certain activities
that are deemed to be financial in nature, including lending, exchanging,
transferring, investing for others, or safeguarding money or securities;
underwriting and selling insurance; providing financial, investment, or economic
advisory services; underwriting, dealing in or making a market in, securities;
and any activity currently permitted for bank holding companies by the Board
under Section 4(c)(8) of the BHC Act. The Act does not authorize banks or their
affiliates to engage in commercial activities that are not financial in nature.
A bank holding company may elect to be treated as a financial holding company
only if all depository institution subsidiaries of the holding company are
well-capitalized, well-managed and have at least a satisfactory rating under the
Community Reinvestment Act.
National banks are also authorized by the Act to engage, through
"financial subsidiaries," in any activity that is permissible for a financial
holding company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the Board, determines is financial in nature or
incidental to any such financial activity, except: (1) insurance underwriting;
(2) real estate development or real estate investment activities (unless
otherwise permitted by law); (3) insurance company portfolio investments; and
(4) merchant banking. The authority of a national bank to invest in a financial
subsidiary is subject to a number of conditions, including, among other things,
requirements that the bank must be well-managed and well-capitalized (after
deducting from the bank's capital outstanding investments in financial
subsidiaries). The Act provides that state banks may invest in financial
subsidiaries (assuming they have the requisite
6
investment authority under applicable state law) subject to the same conditions
that apply to national bank investments in financial subsidiaries.
The Act also contains a number of other provisions that will affect
Synovus' operations and the operations of all financial institutions. One of the
new provisions relates to the financial privacy of consumers, authorizing
federal banking regulators to adopt rules that will limit the ability of banks
and other financial entities to disclose non-public information about consumers
to non-affiliated entities. These limitations will likely require more
disclosure to consumers, and in some circumstances, will require consent by the
consumer before information is allowed to be provided to a third party.
At this time, Synovus has one banking subsidiary representing
approximately 4% of Synovus' total assets which has a less than satisfactory
rating for compliance, which is one of the components for qualifying as a
well-managed depository institution. Thus, Synovus does not currently meet the
eligibility requirements to become a financial holding company. Synovus has
implemented a corrective action plan for this banking subsidiary and intends to
file a written declaration with the Board to become a financial holding company
as soon as it meets all eligibility requirements.
At this time, it is not possible to predict the impact of the Act on
Synovus' financial condition or results of operations.
Pooling of Interests Accounting. The Financial Accounting Standards
Board ("FASB") has published a proposal, the FASB Exposure Draft on Business
Combinations and Intangible Assets, that would, if adopted, eliminate the
availability of pooling of interests accounting treatment for most, if not all,
mergers and acquisitions. Under purchase accounting, an amount equal to the
difference between the value of the consideration paid and the value of the net
assets acquired is characterized as "goodwill," recorded as an asset of the
acquiring company, and amortized as a charge against earnings over a period of
years. If adopted as presently proposed, this change in accounting standards
would be effective for acquisitions agreed to and announced after the end of
2000 or earlier in certain circumstances. Synovus' most significant acquisitions
in recent years have been structured and accounted for as poolings of interest.
Implementation of this proposal is not expected to affect the accounting for
past or pending acquisitions, but it could affect the real or perceived
financial value of acquisitions initiated after the end of 2000.
Dividends. Under the laws of the State of Georgia, Synovus, as a
business corporation, may declare and pay dividends in cash or property unless
the payment or declaration would be contrary to restrictions contained in its
Articles of Incorporation, and unless, after payment of the dividend, it would
not be able to pay its debts when they become due in the usual course of its
businesses or its total assets would be less than the sum of its total
liabilities. Synovus is also subject to certain contractual and regulatory
capital restrictions that limit the amount of cash dividends that Synovus may
pay.
The primary sources of funds for Synovus' payment of dividends to its
shareholders are dividends and fees to Synovus from its banking and nonbanking
affiliates. Various federal and
7
state statutory provisions and regulations limit the amount of dividends that
the subsidiary banks of Synovus may pay. Pursuant to the regulations of the
Georgia Banking Department, a Georgia bank must have approval of the Georgia
Banking Department to pay cash dividends if, at the time of such payment: (i)
the ratio of such banking affiliate's equity capital (defined to include the
aggregate par value of all outstanding common stock, paid-in surplus, retained
earnings, capital resources, reserves for loan losses, aggregate par value of
outstanding preferred stock which is not redeemable and other outstanding
instruments which are required to be converted into common stock) to its
adjusted total assets is less than 6%; (ii) the aggregate amount of dividends to
be declared or anticipated to be declared during the current calendar year
exceeds 50% of its net after-tax profit for the previous calendar year; or (iii)
its total classified assets in its most recent regulatory examination exceeded
80% of its equity capital (as defined above) as reflected in such examination.
In general, the approval of the Alabama Banking Department and the Florida
Banking Department, as applicable, is required if the total of all dividends
declared by an Alabama or Florida bank, as the case may be, in any year would
exceed the total of its net profits (as defined) for that year combined with its
retained net profits for the preceding two years less any required transfers to
surplus. In addition, the approval of the OCC is required for a national bank to
pay dividends in excess of the bank's retained net income (as defined) for the
current year plus retained net income for the preceding two years.
Federal and state banking regulations applicable to Synovus and its
banking subsidiaries require minimum levels of capital which limit the amounts
available for payment of dividends. See "Parent Company" under the "Financial
Review" Section on page F-46, and Note 13 of Notes to Consolidated Financial
Statements on pages F-20 through F-22 of Synovus' 1999 Annual Report to
Shareholders which are specifically incorporated herein by reference.
Capital Requirements. Synovus is required to comply with the capital
adequacy standards established by the Board and its banking subsidiaries must
comply with similar capital adequacy standards established by the OCC and FDIC
as applicable. There are two basic measures of capital adequacy for bank holding
companies and their banking subsidiaries that have been promulgated by the
Board, the FDIC and the OCC: a risk-based measure and a leverage measure. All
applicable capital standards must be satisfied for a bank holding company or a
bank to be considered in compliance. See "Capital Resources" and "Dividends"
under the "Financial Review" Section on pages F-44 and F-45 and Note 13 of Notes
to Consolidated Financial Statements on pages F-20 through F-22 of Synovus' 1999
Annual Report to Shareholders which are specifically incorporated herein by
reference.
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered
deposits, and certain other restrictions on its business. As described below,
substantial additional restrictions can be imposed upon FDIC- insured depository
institutions that fail to meet applicable capital requirements. See "Prompt
Corrective Action."
Commitments to Subsidiary Banks. Under the Board's policy, Synovus is
expected to act as a source of financial strength to its subsidiary banks and
to commit resources to support its
8
subsidiary banks in circumstances when it might not do so absent such policy. In
addition, any capital loans by Synovus to any of its subsidiary banks would also
be subordinate in right of payment to depositors and to certain other
indebtedness of such bank.
In the event of Synovus' bankruptcy, any commitment by Synovus to a
federal bank regulatory agency to maintain the capital of a banking subsidiary
will be assumed by the bankruptcy trustee and entitled to a priority of payment.
In addition, the Federal Deposit Insurance Act provides that any financial
institution whose deposits are insured by the FDIC generally shall 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 financial institution.
Prompt Corrective Action. The Federal Deposit Insurance Corporation Act
of 1991 ("FDICIA") establishes a system of prompt corrective action to resolve
the problems of undercapitalized institutions. Under this system the federal
banking regulators are required to rate supervised institutions on the basis of
five capital categories (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically
undercapitalized) and to take certain mandatory supervisory actions, and are
authorized to take other discretionary actions, with respect to institutions in
the three undercapitalized categories, the severity of which will depend upon
the capital category in which the institution is placed. Generally, subject to a
narrow exception, FDICIA requires the banking regulator to appoint a receiver or
conservator for an institution that is critically undercapitalized. The federal
banking agencies have specified by regulation the relevant capital level for
each category.
Pursuant to FDICIA, the Board, the FDIC, the OCC and the Office of
Thrift Supervision ("OTS") have adopted regulations setting forth a five-tier
scheme for measuring the capital adequacy of the financial institutions they
supervise. Under the regulations, an institution would be placed in one of the
following capital categories: (i) well capitalized (an institution that has a
Total Capital ratio of at least 10%, a Tier 1 Capital ratio of at least 6% and a
Tier 1 Leverage Ratio of at least 5%); (ii) adequately capitalized (an
institution that has a Total Capital ratio of at least 8%, a Tier 1 Capital
ratio of at least 4% and a Tier 1 Leverage Ratio of at least 4%); (iii)
undercapitalized (an institution that has a Total Capital ratio of under 8%, a
Tier 1 Capital ratio of under 4% or a Tier 1 Leverage Ratio of under 4%); (iv)
significantly undercapitalized (an institution that has a Total Capital ratio of
under 6%, a Tier 1 Capital ratio of under 3% or a Tier 1 Leverage Ratio of under
3%); and (v) critically undercapitalized (an institution whose tangible equity
is not greater than 2% of total tangible assets). The regulations permit the
appropriate Federal banking regulator to downgrade an institution to the next
lower category if the regulator determines (i) after notice and opportunity for
hearing or response, that the institution is in an unsafe or unsound condition
or (ii) that the institution 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. Synovus' management believes that
Synovus and its significant bank subsidiaries have the requisite capital levels
to qualify as well capitalized institutions under the FDICIA regulations. See
Note 13 of Notes to Consolidated Financial Statements on pages F-20 through F-22
of Synovus' 1999 Annual Report to Shareholders which is specifically
incorporated herein by reference.
9
FDICIA 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. Undercapitalized depository institutions are subject to
restrictions on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth limitations and
are required to submit capital restoration plans. A depository institution's
holding company must guarantee the capital plan, up to an amount equal to the
lesser of 5% 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.
Safety and Soundness Standards. The Federal Deposit Insurance Act, as
amended by FDICIA and the Riegle Community Development and Regulatory
Improvement Act of 1994, requires the federal bank regulatory agencies to
prescribe standards, by regulations or guidelines, relating to internal
controls, information systems and internal audit systems, loan documentation,
credit underwriting, interest rate risk exposure, asset growth, asset quality,
earnings, stock valuation and compensation, fees and benefits and such other
operational and managerial standards as the agencies deem appropriate. The
federal bank regulatory agencies have adopted a set of guidelines prescribing
safety and soundness standards pursuant to FDICIA. The guidelines establish
general standards relating to internal controls and information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth and compensation, fees and benefits. In general, the
guidelines require, among other things, appropriate systems and practices to
identify and manage the risks and exposures specified in the guidelines. The
guidelines prohibit excessive compensation as an unsafe and unsound practice and
describe compensation as excessive when the amounts paid are unreasonable or
disproportionate to the services performed by an executive officer, employee,
director or principal stockholders. The federal banking agencies determined that
stock valuation standards were not appropriate. In addition, the agencies
adopted regulations that authorize, but do not require, an agency to order an
institution that has been given notice by an agency that it is not satisfying
any of such safety and soundness standards to submit a compliance plan. If,
after being so notified, an institution fails to submit an acceptable compliance
plan, the agency must issue an order directing action to correct the deficiency
and may issue an order directing other actions of the types to which an
undercapitalized institution is subject under the prompt corrective action
provisions of FDICIA. See "Prompt Corrective Action." If an institution fails to
comply with such an order, the agency may seek to enforce such order in judicial
proceedings and to impose civil money penalties.
10
Depositor Preference Statute. Legislation has been enacted providing
that deposits and certain claims for administrative expenses and employee
compensation against an insured depository institution would be afforded a
priority over other general unsecured claims against such an institution,
including federal funds and letters of credit, in the "liquidation or other
resolution" of such an institution by any receiver.
TSYS. TSYS is subject to being examined, and is indirectly regulated,
by federal and state financial institution regulatory agencies which regulate
the banks, savings institutions and credit unions for which TSYS provides
bankcard data processing services. Matters reviewed and examined by these
federal and state financial institution regulatory agencies have included TSYS'
internal controls in connection with its present performance of bankcard data
processing services, and the agreements pursuant to which TSYS provides such
services.
As the Federal Reserve Bank of Atlanta has approved Synovus' indirect
ownership of TSYS through Columbus Bank and Trust Company, TSYS is subject to
direct regulation by the Board. TSYS was formed with the prior written approval
of, and is subject to regulation and examination by, the Georgia Banking
Department as a subsidiary of Columbus Bank and Trust Company. In addition, as
TSYS and its subsidiaries operate as subsidiaries of Columbus Bank and Trust
Company, they are subject to regulation by the FDIC.
Employees
On December 31, 1999, Synovus had 9,221 full time employees, 4,163 of
whom are employees of TSYS.
Competition
Banking. The commercial banking business is highly competitive and the
Banks compete actively with national and state banks for deposits, loans and
trust accounts, and with savings and loan associations and credit unions for
deposits and loans. In addition, Synovus and its banks and bank related
subsidiaries compete with other financial institutions, including securities
brokers and dealers, personal loan companies, insurance companies, finance
companies, leasing companies and certain governmental agencies, all of which
actively engage in marketing various types of loans, deposit accounts and other
services.
Transaction Processing. TSYS encounters vigorous competition in
providing card processing services from several different sources. The national
market in third party card processors is presently being provided by
approximately seven vendors. TSYS believes that it is the second largest third
party card processor in the United States. In addition, TSYS competes against
software vendors which provide their products to institutions which process
in-house. TSYS is presently encountering, and in the future anticipates
continuing to encounter, substantial competition from card associations, data
processing and card computer service firms and other such third party vendors
located throughout the United States. In addition to processing cards for United
States clients, TSYS also holds an approximately 37% market share of the Mexican
card processing market and an approximately 25% market share of the Canadian
card processing
11
market.
TSYS' major competitor in the card processing industry is First Data
Resources, Inc., a wholly owned subsidiary of First Data Corporation, which is
headquartered in Omaha, Nebraska, and provides card processing services,
including authorization and data entry services. The principal methods of
competition between TSYS and First Data Resources are price, quality, features
and functionality, and reliability of service. Certain other subsidiaries of
First Data Corporation also compete with TSYS. In addition, there are a number
of other companies which have the necessary financial resources and the
technological ability to develop or acquire products and, in the future, to
provide services similar to those being offered by TSYS.
Selected Statistical Information
The "Financial Review" Section, which is set forth on pages F-26
through F-47, and the "Summary of Quarterly Financial Data" Section which is set
forth on page F-48 of Synovus' 1999 Annual Report to Shareholders, which
includes the information encompassed within "Selected Statistical Information,"
are specifically incorporated herein by reference.
Item 2. Properties
Synovus and its subsidiaries own, in some cases subject to mortgages or
other security interests, or lease all of the real property and/or buildings on
which it is located. All of such buildings are in a good state of repair and are
appropriately designed for the purposes for which they are used.
See Note 6 and Note 10 of Notes to Consolidated Financial Statements on
page F-14, and pages F-17 through F-19, of Synovus' 1999 Annual Report to
Shareholders which are specifically incorporated herein by reference.
Columbus Bank and Trust Company owns an approximately 225,000 square
foot building known as the Uptown Center in Columbus, Georgia which provides
office space for most of its operations.
TSYS owns a 377,000 square foot production center which is located on a
40.4 acre tract of land in north Columbus, Georgia. Primarily a production
center, this facility houses TSYS' primary data processing computer operations,
statement preparation, mail handling, microfiche production, purchasing and card
production, as well as other related operations.
TSYS owns a 110,000 square foot building on a 23-acre site in Columbus,
Georgia, which accommodates current and future office space needs. TSYS also
owns a 104,000 square foot building on an 18-acre site in Columbus which
functions as a second data center.
During 1997, TSYS entered into an operating lease for the purpose of
financing its 540,000 square foot new campus-type facility on approximately 46
acres of land in downtown Columbus, Georgia. The campus facility serves as TSYS'
corporate headquarters and houses
12
administrative, client contact and programming team members. The campus facility
consolidated most of TSYS' multiple Columbus locations. TSYS began moving
personnel into the new campus facility in December 1998 and had completed the
move of a substantial number of personnel to this facility at the end of the
third quarter of 1999.
Item 3. Legal Proceedings
See Note 10 of Notes to Consolidated Financial Statements on pages F-17
through F-19 of Synovus' 1999 Annual Report to Shareholders which is
specifically incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Shares of common stock of Synovus are traded on the New York Stock
Exchange under the symbol "SNV." See "Capital Resources" and "Dividends" under
the "Financial Review" Section which are set forth on pages F-44 and F-45 of
Synovus' 1999 Annual Report to Shareholders which are specifically incorporated
herein by reference.
During 1999, Synovus issued shares of its common stock pursuant to the
exemption from registration set forth in Section 4(2) of the Securities Act of
1933 to the former shareholders of Canterbury Trust Company, Inc., Wallace & de
Mayo, Ready Bank of Fort Walton Beach Holding Company and Horizon Bancshares,
Inc. in connection with Synovus' acquisition of such companies. See Note 1 of
Notes to Consolidated Financial Statements on page F-10 and "Acquisitions" under
the "Financial Review" Section which is set forth on page F-26 of Synovus' 1999
Annual Report to Shareholders which are specifically incorporated herein by
reference.
Item 6. Selected Financial Data
The "Selected Financial Data" Section which is set forth on page F-25
of Synovus' 1999 Annual Report to Shareholders is specifically incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The "Financial Review" Section which is set forth on pages F-26 through
F-47, and the "Summary of Quarterly Financial Data" Section which is set forth
on page F-48 of Synovus' 1999 Annual Report to Shareholders, which include the
information encompassed by "Management's Discussion and Analysis of Financial
Condition and Results of Operations," are
13
specifically incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See "Market Risk" under the "Financial Review" Section which is set
forth on pages F-42 and F-43 of Synovus' 1999 Annual Report to Shareholders
which is specifically incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The "Summary of Quarterly Financial Data" Section which is set forth on
page F-48, and the "Consolidated Balance Sheets, Consolidated Statements of
Income, Consolidated Statements of Changes in Shareholders' Equity, Consolidated
Statements of Cash Flows, Summary of Significant Accounting Policies, Notes to
Consolidated Financial Statements and Independent Auditors' Report" Sections
which are set forth on pages F-2 through F-24 of Synovus' 1999 Annual Report to
Shareholders are specifically incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
The "ELECTION OF DIRECTORS" Section which is set forth on pages 3
through 5, the "EXECUTIVE OFFICERS" Section which is set forth on pages 7 and 8
and the "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SECTION" which
is set forth on pages 27 and 28 of Synovus' Proxy Statement in connection with
its Annual Shareholders' Meeting to be held on April 20, 2000 are specifically
incorporated herein by reference.
Item 11. Executive Compensation
The "DIRECTORS' COMPENSATION" Section which is set forth on page 7, the
`"EXECUTIVE COMPENSATION - Summary Compensation Table; Stock Option Exercises
and Grants; and Employment Contracts and Change in Control Arrangements"
Sections which are set forth on pages 15 through 18 and the "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" Section which is set forth on
page 21 of Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 20, 2000 are specifically incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The "STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS" Section
14
which is set forth on pages 8 and 9, the "PRINCIPAL SHAREHOLDERS" Section which
is set forth on pages 22 through 24, and the "RELATIONSHIPS BETWEEN SYNOVUS,
COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES AND AFFILIATES - TSYS
Common Stock Ownership of Directors and Management" Section which is set forth
on pages 25 and 26 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 20, 2000 are specifically incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The "TRANSACTIONS WITH MANAGEMENT" Section which is set forth on pages
21 and 22, the "RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN
OF SYNOVUS' SUBSIDIARIES AND AFFILIATES - Beneficial Ownership of TSYS Common
Stock by Columbus Bank" Section which is set forth on pages 24 and 25, the
"RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS'
SUBSIDIARIES AND AFFILIATES - Interlocking Directorates of Synovus, Columbus
Bank and TSYS" Section which is set forth on page 25, and the "RELATIONSHIPS
BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES AND
AFFILIATES - Transactions and Agreements Between Synovus, Columbus Bank, TSYS
and Certain of Synovus' Subsidiaries" Section which is set forth on pages 26 and
27 of Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 20, 2000 are specifically incorporated herein by
reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of Synovus
Financial Corp. and its subsidiaries are specifically
incorporated by reference from pages F-2 through F-24 of
Synovus' 1999 Annual Report to Shareholders, in response to
Item 8, Part II, Financial Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income - Years Ended December 31,
1999, 1998 and 1997
Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows - Years Ended
December 31, 1999, 1998 and 1997
15
Summary of Significant Accounting Policies - December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements - December 31,
1999, 1998 and 1997
Independent Auditors' Report
2. Financial Statement Schedules
Financial Statement Schedules - None applicable because the
required information has been incorporated in the Consolidated
Financial Statements of Synovus Financial Corp. and its
subsidiaries incorporated by reference herein.
3. Exhibits
Exhibit
Number Description
-------- -----------------
3.1 Articles of Incorporation, as amended, of
Synovus Financial Corp. ("Synovus")
incorporated by reference to Exhibit 4(a) of
Synovus' Registration Statement on Form S-8
filed with the Securities and Exchange
Commission on July 23, 1990 (File No.
33-35926).
3.2 Bylaws, as amended, of Synovus.
4.1 Form of Rights Agreement incorporated by
reference to Exhibit 4.1 of Synovus'
Registration Statement on Form 8-A dated
April 28, 1999 filed with the Commission on
April 28, 1999 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
9.1 Voting Lease Agreement incorporated by
reference to Exhibit 9.1 of Synovus' Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994, as filed with the
Commission on March 24, 1995.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Employment Agreement of James D. Yancey with
Synovus incorporated by reference to Exhibit 10.1
of Synovus' Registration Statement on Form S-1
filed with the Commission on December 18, 1990
(File No. 33-38244).
10.2 Incentive Bonus Plan of Synovus incorporated by
reference to Exhibit 10.5 of Synovus'
Registration Statement on Form S-1 filed
16
with the Commission on December 18, 1990
(File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus.
10.4 Key Executive Restricted Stock Bonus Plan of
Synovus incorporated by reference to Exhibit
10.6 of Synovus' Registration Statement on
Form S-1 filed with the Commission on
December 18, 1990 (File No. 33-38244).
10.5 1989 Stock Option Plan of Synovus
incorporated by reference to Exhibit "A" of
Synovus' Registration Statement on Form S-8
filed with the Commission on July 23, 1990
(File No. 33-35926), which Option Plan was
amended on March 16, 1992 to eliminate the
stock appreciation rights feature of the
outstanding options under the Plan and
reduce the exercise price from $16 5/8 per
share to $9.70 per share.
10.6 Consulting Agreement of H. Lynn Page with
Synovus incorporated by reference to Exhibit
10.6 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992,
as filed with the Commission on March 29,
1993.
10.7 Excess Benefit Agreement of Synovus
incorporated by reference to Exhibit 10.7 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as
filed with the Commission on March 24, 1995.
10.8 Wage Continuation Agreement of Synovus
incorporated by reference to Exhibit 10.8 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.9 1991 Stock Option Plan for Key Executives of
Synovus incorporated by reference to Exhibit
10.9 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992,
as filed with the Commission on March 29,
1993.
10.10 Synovus Financial Corp. 1992 Long-Term Incentive
Plan incorporated by reference to Exhibit 10.10
of Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1992,
as filed with the Commission on March 29, 1993.
10.11 Agreement in Connection with Use of Aircraft
incorporated by reference to Exhibit 10.11
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the
17
Commission on March 29, 1993.
10.12 Life Insurance Trusts incorporated by
reference to Exhibit 10.12 of Synovus'
Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, as filed with
the Commission on March 29, 1993.
10.13 Supplemental Compensation Agreement,
Incentive Compensation Agreements and
Performance Compensation Agreement with
Richard E. Anthony; which Agreements were
assumed by Synovus on December 31, 1992 as a
result of its acquisition of First
Commercial Bancshares, Inc.; and which stock
awards made pursuant to the Agreements were
converted at a ratio of 1.5 to 1, the
exchange ratio applicable to the merger
incorporated by reference to Exhibit 10.13
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.14 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1993,
as filed with the Commission on March 28,
1994.
10.15 1995 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.15 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
as filed with the Commission on March 24,
1995.
10.16 Synovus Financial Corp. 1994 Long-Term Incentive
Plan incorporated by reference to Exhibit 10.16
of Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1994,
as filed with the Commission on March 24, 1995.
10.17 Employment Agreement of Robert V. Royall, Jr.
incorporated by reference to Exhibit 10.17 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.18 Synovus Financial Corp. Executive Bonus Plan
incorporated by reference to Exhibit 10.18
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, as
filed with the Commission on March 25, 1996.
10.19 Change of Control Agreements incorporated by
reference to Exhibit 10.19 of Synovus' Annual
Report on Form 10-K for the
18
fiscal year ended December 31, 1995, as
filed with the Commission on March 25, 1996.
10.20 Consulting Agreement of Joe E. Beverly
incorporated by reference to Exhibit 10.20
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as
filed with the Commission on March 6, 1997.
10.21 Employment Agreement of James H. Blanchard
incorporated by reference to Exhibit 10 of
Synovus' Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, as
filed with the Commision on November 15,
1999.
10.22 Synovus Financial Corp. 2000 Long-Term Incentive
Plan.
13.1 Certain specified pages of Synovus' 1999
Annual Report to Shareholders which are
specifically incorporated herein by
reference.
20.1 Proxy Statement, for the Annual Meeting of
Shareholders of Synovus to be held on April
20, 2000, certain specified pages of which
are specifically incorporated herein by
reference.
21.1 Subsidiaries of Synovus Financial Corp.
23.1 Independent Auditors' Consents.
24.1 Powers of Attorney contained on the signature
pages of the 1999 Annual Report on Form 10-K.
27.1 Financial Data Schedule (for SEC use only).
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan
for the year ended December 31, 1999 (to be
filed as an amendment hereto within 120 days
of the end of the period covered by this
report).
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan
for the year ended December 31, 1999 (to be
filed as an amendment hereto within 120 days
of the end of the period covered by this
report).
Synovus agrees to furnish the Commission, upon request, a copy of each
instrument with respect to issues of long-term debt. The principal amount of any
individual instrument, which has not been previously filed, does not exceed ten
percent of the total assets of Synovus and its
19
subsidiaries on a consolidated basis.
(b) Reports on Form 8-K
On January 12, 2000, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the year
ended December 31, 1999.
Filings\snv\10k.98
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP.
(Registrant)
March 22, 2000 By:/s/James H. Blanchard
---------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey and
Richard E. Anthony, and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this report and to file the
same, with all exhibits and schedules thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, as amended, this report has been signed by the following
persons in the capacities and on the dates indicated.
/s/William B. Turner Date: March 22, 2000
- --------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: March 22, 2000
- --------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: March 22, 2000
- --------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: March 22, 2000
- --------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: March 22, 2000
- --------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: March 22, 2000
- --------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
/s/Joe E. Beverly Date: March 22, 2000
- --------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: March 22, 2000
- --------------------------------------------
Richard Y. Bradley,
Director
Date: March __, 2000
- --------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: March 22, 2000
- --------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/V. Nathaniel Hansford Date: March 22, 2000
- --------------------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: March 22, 2000
- --------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: March 22, 2000
- --------------------------------------------
Mason H. Lampton,
Director
/s/Elizabeth C. Ogie Date: March 22, 2000
- --------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: March 22, 2000
- --------------------------------------------
H. Lynn Page,
Director
Date: March __, 2000
- --------------------------------------------
Robert V. Royall, Jr.,
Director
/s/Melvin T. Stith Date: March 22, 2000
- --------------------------------------------
Melvin T. Stith,
Director