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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 2000 or
[ ] 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 incorporation (I.R.S. Employer
or organization) Identification No.)
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) 649-5220
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
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___________
--------
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 15, 2001, 285,356,720 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 $5,676,157,000 (based upon the
closing per share price of such stock on said date).
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 15, 2001 are incorporated in Parts I, II, III and IV 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-9 and F-10, F-17 and F-18, Part I, Item 1, Business
F-21, and F-27 through F-48
of the Financial Appendix to Registrant's
Proxy Statement in connection with
its Annual Shareholders' Meeting to be
held on April 25, 2001
Pages F-14 through F-17 Part I, Item 2, Properties
of the Financial Appendix to Registrant's
Proxy Statement in connection with
its Annual Shareholders' Meeting
to be held on April 25, 2001
Pages F-15 through F-17 of Part I, Item 3, Legal
the Financial Appendix to Registrant's Proceedings
Proxy Statement in connection with its Annual
Shareholders' Meeting to be
held on April 25, 2001
Pages F-44 and F-45 Part II, Item 5, Market
of the Financial Appendix to Registrant's for Registrant's Common
Proxy Statement in connection with Equity and Related
its Annual Shareholders' Meeting to be Stockholder Matters
held on April 25, 2001
Page F-26 of the Financial Part II, Item 6,
Appendix to Registrant's Selected Financial Data
Proxy Statement in connection with
its Annual Shareholders' Meeting to be
held on April 25, 2001
Pages F-27 through F-48 Part II, Item 7,
of the Financial Appendix to Registrant's Management's Discussion
Proxy Statement in connection with and Analysis of Financial
its Annual Shareholders' Meeting to be Condition and Results of
held on April 25, 2001 Operations
Pages F-42 and F-43 of the Financial Part II, Item 7A, Quantitative
Appendix to Registrant's Proxy and Qualitative Disclosures
Statement in connection with About Market Risk
its Annual Shareholders' Meeting to be
held on April 25, 2001
Pages F-2 through F-23, F-25, and F-48 Part II, Item 8,
of the Financial Appendix to Registrant's Financial Statements and
Proxy Statement in connection with Supplementary Data
its Annual Shareholders' Meeting to be
held on April 25, 2001
Pages 3 through 6, 9, and 27 Part III, Item 10,
of Registrant's Proxy Directors and Executive
Statement in connection with Officers of the Registrant
its Annual Shareholders' Meeting
to be held April 25, 2001
Pages 8 and 9, 13 through 16, and Part III, Item 11,
19 and 20 of Registrant's Proxy Executive Compensation
Statement in connection with its Annual
Shareholders' Meeting
to be held April 25, 2001
Pages 9 through 11, and 21 through Part III, Item 12,
25 of Registrant's Proxy Statement Security Ownership of
in connection with its Annual Certain Beneficial Owners
Shareholders' Meeting to be held and Management
April 25, 2001
Pages 20 and 21, 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 25, 2001
Pages F-2 through F-23, and F-25 Part IV, Item 14,
of the Financial Appendix to Exhibits, Financial Statement
Registrant's Proxy Statement in Schedules and Reports on
connection with its Annual Shareholders' Form 8-K
Meeting to be held on April 25, 2001
Table of Contents
Item No. Caption Page No.
- -------- ------- --------
Part I
Safe Harbor Statement 1
1. Business 2
2. Properties 11
3. Legal Proceedings 11
4. Submission of Matters to a Vote of 12
Security Holders
Part II
5. Market for Registrant's Common Equity 12
and Related Stockholder Matters
6. Selected Financial Data 12
7. Management's Discussion and Analysis 12
of Financial Condition and Results
of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk 13
8. Financial Statements and Supplementary Data 13
9. Changes In and Disagreements With 13
Accountants on Accounting and Financial Disclosure
Part III
10. Directors and Executive Officers of the Registrant 13
11. Executive Compensation 13
12. Security Ownership of Certain 13
Beneficial Owners and Management
13. Certain Relationships and Related 14
Transactions
Part IV
14. Exhibits, Financial Statement Schedules, 14
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. ("Synovus") 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.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertanties, and that actual results may differ materially from those
contemplated by such forward-looking statements. A number of factors could cause
actual results to differ materially from those contemplated by the
forward-looking statements. These factors 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 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.
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Item 1. Business
Business and Business Segments
Synovus is a $14.9 billion asset 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 consumer credit, debit,
commercial, retail and stored value card processing and related services as well
as debt collection and bankruptcy management services and the provision of
software solutions for commercial card management programs). See Note 16 of
Notes to Consolidated Financial Statements on page F-21 of the Financial
Appendix to Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 25, 2001 which is specifically incorporated herein
by reference.
Banking and Bank-Related Subsidiaries and Services
Synovus currently has 39 wholly owned first and second tier banking
subsidiaries located in four states (the "Banks"). Of the 39 bank subsidiaries,
26 are located in Georgia (including an internet only bank which offers stored
value card products) and earn 61% of banking operations' revenues, seven are
located in Alabama and earn 18% of banking operations' revenues, one is located
in South Carolina and earns 14% 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 wholly owned subsidiaries of Synovus are: (1) Synovus
Securities, Inc., 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, Columbus, Georgia, one of the
southeast's largest providers of trust services; (3) Synovus Mortgage Corp.,
Birmingham, Alabama, which offers mortgage services; (4) Synovus Insurance
Services, Columbus, Georgia, which offers insurance agency services; and
(5) Creative Financial Group, LTD. and R.A. Securities, Inc., Atlanta, Georgia,
which provide financial planning services.
2
Transaction Processing and Other Affiliates and Services
Synovus has two wholly owned subsidiaries included in the transaction
processing services segment: (1) ProCard, Inc., Golden, Colorado, which offers
software solutions for commercial card management programs; and (2) TSYS Total
Debt Management, Inc., Atlanta, Georgia, which provides debt collection and
bankruptcy management services.
Total System Services, Inc.
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, Total System Services, Inc. ("TSYS") is now one of the
world's largest electronic payments processors of consumer credit, debit,
commercial, stored value 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 servicing issuing institutions throughout the United
States, Canada, Mexico, Honduras and the Caribbean, representing more than 195
million cardholder accounts on file as of December 31, 2000. TSYS will begin
offering its services to financial institutions in Europe in 2001 and currently
offers merchant services to financial institutions and other organizations in
Japan. TSYS also offers value added products and services, such as credit
evaluation, fraud control and marketing, to support its core processing
services. Synovus owns 80.8 percent of TSYS.
TSYS has five wholly owned subsidiaries: (1) Columbus Depot Equipment
Company, which sells and leases computer related equipment associated with TSYS'
transaction processing services; (2) TSYS Total Solutions, 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., which provides
full-service commercial printing and related services; (4) TSYS Canada, Inc.,
which provides programming support and assistance with the conversion of card
portfolios to TS2; and (5) DotsConnect, Inc., which delivers e-payments software
that allows buyers and sellers to conduct commerce electronically.
TSYS also holds: (1) 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; (2) 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; and (3) a 53% equity interest in GP Network Corporation, a company
which provides merchant processing services to financial institutions and
retailers in Japan.
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.
3
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, 2000, Bank of America Corporation,
Providian Financial Corporation and Sears Roebuck & Co. accounted for
approximately 15%, 11% and 10%, respectively, of TSYS' total revenues. As a
result, the loss of Bank of America Corporation, Providian Financial Corporation
or Sears Roebuck & Co., or other major or significant customers, could have a
material adverse effect on TSYS' financial condition and results of operations.
See "Non-Interest Income" under the "Financial Review" Section on pages
F-30 through F-32, "Non-Interest Expense" under the "Financial Review" Section
on pages F-32 and F-33, and Note 16 of Notes to Consolidated Financial
Statements on page F-21 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 25, 2001
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
services companies which are used to augment Synovus' internal growth. See
Note 2 of Notes to Consolidated Financial Statements on pages F-9 and F-10 and
"Acquisitions" under the "Financial Review" Section on page F-27 of the
Financial Appendix to Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 25, 2001 which are specifically
incorporated herein by reference.
Supervision, Regulation and Other Factors
General. Synovus is a registered 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. Synovus' affiliate national banking associations are subject to
regulation and examination primarily by the Office of the Comptroller of the
Currency ("OCC") and, secondarily, by the Federal Deposit Insurance Corporation
("FDIC") and
4
the Board. Synovus' state-chartered banks are subject to primary
federal regulation and examination by the FDIC and, in addition, are regulated
and examined by their respective state banking departments. Numerous other
federal and state laws, as well as regulations promulgated by the Board , the
state banking regulators, the OCC and the FDIC govern almost all aspects of the
operations of the Banks. Various federal and state bodies regulate and supervise
Synovus' non-banking subsidiaries including its brokerage, investment advisory,
insurance agency and processing operations. These include, but are not limited
to, the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc., federal and state banking regulators and various state
regulators of insurance and brokerage activities.
Recent Legislation. On November 12, 1999, former 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. Synovus became a financial holding company in
April 2000.
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 investment authority under
applicable state law) subject to the same conditions that apply to national bank
investments in financial subsidiaries.
In addition to the Act, there have been a number of legislative and
regulatory proposals
5
that would have an impact on bank/financial holding companies and their bank
and non-bank subsidiaries. It is impossible to predict whether or in what
form these proposals may be adopted in the future and if adopted, what their
effect will be on Synovus.
Pooling-of-Interests Accounting. In 1999 the Financial Accounting
Standards Board ("FASB") published an Exposure Draft, Business Combinations and
Intangible Assets, which would have prohibited the use of the
pooling-of-interests method of accounting for business combinations initiated
after the issuance date of the final Statement. The Exposure Draft would have
also reduced the 40-year maximum amortization period for goodwill to 20 years
and replaced the 40-year maximum amortization period for intangible assets other
than goodwill with the presumption that the useful economic life is 20 years or
less. However, it would have required that an identifiable intangible asset that
is determined to have an indefinite economic life and an observable market value
not be amortized.
During February 2001, the FASB issued a revised Exposure Draft which
contains the FASB's tentative decisions requiring use of a nonamortization
approach to account for purchased goodwill. Under this revised approach,
goodwill would not be amortized to earnings. Instead, it would be reviewed for
impairment and written down and expensed against earnings only in the periods in
which the recorded value of the goodwill exceeded its implied fair value. In
addition, the FASB reconfirmed the proposals to prohibit use of the
pooling-of-interest method for transactions initiated after issuance of the
final Statement. Currently, the revised Exposure Draft is issued for public
comments. The FASB expects to issue a final Statement during the second quarter
of 2001.
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 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 Tier 1 Capital 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
Tier 1 Capital plus its allowance for loan losses as reflected in the
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
6
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 11 of Notes to Consolidated Financial
Statements on pages F-17 and F-18 of the Financial Appendix to Synovus' Proxy
Statement in connection with its Annual Shareholders' Meeting to be held on
April 25, 2001 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 11 of Notes
to Consolidated Financial Statements on pages F-17 and F-18 of the Financial
Appendix to Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 25, 2001 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 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
Improvement
7
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 11 of Notes to Consolidated Financial Statements on pages
F-17 and F-18 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 25, 2001
which is specifically incorporated herein by reference.
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
8
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.
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 financial institutions for which TSYS provides bankcard data processing
services. Matters reviewed and examined by these
9
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, 2000, Synovus had 9,672 full time employees, 4,542 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, mortgage companies and certain governmental
agencies, all of which actively engage in marketing various types of loans,
deposit accounts and other services.
As of December 31, 2000, Synovus was the second largest bank holding
company headquartered in Georgia, based on assets. Customers for banking
services are generally influenced by convenience, quality of service, personal
contacts, price of services and availability of products. Although the market
share of Synovus varies in different markets, Synovus believes that its
affiliates effectively compete with other banks and thrifts in their relevant
market areas.
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 with
in-house processors and with 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. Based upon available
market share data, TSYS estimates that at the end of 2000 it held a 25% share of
the domestic consumer card processing market, an 87% share of the Visa and
MasterCard domestic commercial card processing market, a 17% share of the
domestic retail card processing market and a 2% share of the domestic off-line
debit processing market. In addition to processing cards for United States
clients, TSYS also holds an approximately 42% market share
10
of the Mexican card processing market and an approximately 20% market share of
the Canadian card processing 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-27
through F-47 and the "Summary of Quarterly Financial Data" Section which is set
forth on page F-48 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 25, 2001,
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.
Synovus and its banking and bank related subsidiaries own 247
facilities encompassing approximately 1,938,744 square feet and lease 41
facilities encompassing approximately 259,761 square feet.
See Note 7 and Note 10 of Notes to Consolidated Financial Statements on
pages F-14 through F-17 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 25, 2001
which are specifically incorporated herein by reference.
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.
11
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 administrative, client contact and programming team
members. The campus facility consolidated most of TSYS' multiple Columbus
locations.
Item 3. Legal Proceedings
See Note 10 of Notes to Consolidated Financial Statements on pages F-15
through F-17 of the Financial Appendix to Synovus' Proxy Statement in connection
with its Annual Shareholders' Meeting to be held on April 25, 2001 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 the
Financial Appendix to Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 25, 2001 which are specifically
incorporated herein by reference.
Item 6. Selected Financial Data
The "Selected Financial Data" Section which is set forth on page F-26
of the Financial Appendix to Synovus' Proxy Statement in connection with its
Annual Shareholders' Meeting to be held on April 25, 2001 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-27 through
F-47 and the "Summary of Quarterly Financial Data" Section which is set forth on
page F-48 of the Financial Appendix to Synovus' Proxy Statement in connection
with its Annual Shareholders' Meeting to be held on April 25, 2001, which
include the information encompassed by "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are specifically incorporated
herein by reference.
12
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 the Financial Appendix to Synovus' Proxy
Statement in connection with its Annual Shareholders' Meeting to be held on
April 25, 2001 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, Notes to Consolidated Financial Statements and
Independent Auditors' Report" Sections which are set forth on pages F-2 through
F-23 and F-25 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 25, 2001
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 6, the "EXECUTIVE OFFICERS" Section which is set forth on page 9 and the
"SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SECTION" which is set
forth on page 27 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 25, 2001 are specifically incorporated
herein by reference.
Item 11. Executive Compensation
The "DIRECTORS' COMPENSATION" Section which is set forth on pages 8 and
9, 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 13 through 16 and the
"COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" Section which is
set forth on pages 19 and 20 of Synovus' Proxy Statement in connection with its
Annual Shareholders' Meeting to be held on April 25, 2001 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
13
which is set forth on pages 9 through 11, the "PRINCIPAL SHAREHOLDERS" Section
which is set forth on pages 21 through 23, and the "RELATIONSHIPS BETWEEN
SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES AND AFFILIATES
- - TSYS Stock Ownership of Directors and Management" Section which is set forth
on pages 24 and 25 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 25, 2001 are specifically incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The "TRANSACTIONS WITH MANAGEMENT" Section which is set forth on pages
20 and 21, the "RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN
OF SYNOVUS' SUBSIDIARIES AND AFFILIATES - Beneficial Ownership of TSYS Stock by
Columbus Bank" Section which is set forth on page 24, 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 24, 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 25 through 27 of Synovus'
Proxy Statement in connection with its Annual Shareholders' Meeting to be held
on April 25, 2001 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-23 and F-25
of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on
April 25, 2001, in response to Item 8, Part II, Financial
Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 2000 and 1999
Consolidated Statements of Income - Years Ended December 31,
2000, 1999 and 1998
Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - Years Ended
December 31, 2000, 1999 and 1998
14
Notes to Consolidated Financial Statements - December 31,
2000, 1999 and 1998
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, incorporated
by reference to Exhibit 4.2 of Synovus'
Registration Statement on Form S-8 filed
with the Securities and Exchange Commission
on May 31, 2000 (File No. 333-38232).
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
15
to Exhibit 10.5 of Synovus'
Registration Statement on Form S-1 filed
with the Commission on December 18, 1990
(File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus
incorporated by reference to Exhibit 10.3 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, as
filed with the Commission on March 22, 2000.
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.
16
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 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
17
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 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 Commission on November 15,
1999.
10.22 Synovus Financial Corp. 2000 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.22 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1999, as filed with the
Commission on March 22, 2000.
20.1 Proxy Statement, including Financial
Appendix, for the Annual Meeting of
Shareholders of Synovus to be held on April
25, 2001, 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 2000 Annual Report
on Form 10-K.
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan
for the year ended December 31, 2000 (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, 2000 (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
18
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 subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K
On October 19, 2000, Synovus filed a Form 8-K with the Commission in
connection with the announcement of its earnings, and the earnings of Total
System Services, Inc., for the third quarter of 2000.
Filings\snv\10k.doc
19
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 16, 2001 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 16, 2001
- --------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: March 16, 2001
- --------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: March 16, 2001
- --------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: March 16, 2001
- --------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: March 16, 2001
- --------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: March 16, 2001
- --------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
/s/Joe E. Beverly Date: March 16, 2001
- --------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: March 16, 2001
- --------------------------------------------
Richard Y. Bradley,
Director
/s/C. Edward Floyd Date: March 16, 2001
- --------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: March 16, 2001
- --------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/V. Nathaniel Hansford Date: March 16, 2001
- --------------------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: March 16, 2001
- ---------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: March 16, 2001
- --------------------------------------------
Mason H. Lampton,
Director
/s/Elizabeth C. Ogie Date: March 16, 2001
- --------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: March 16, 2001
- --------------------------------------------
H. Lynn Page,
Director
/s/Robert V. Royall Date: March 16, 2001
- --------------------------------------------
Robert V. Royall,
Director
/s/Melvin T. Stith Date: March 16, 2001
- --------------------------------------------
Melvin T. Stith,
Director
Date:
- --------------------------------------------
Alfred W. Jones III,
Director
filings\SNV\con13.sig