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 December 31, 2001 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
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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
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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 15, 2002, 294,807,278 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 $6,650,587,000 (based upon the
closing per share price of such stock on said date).
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 14, 2002 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-16 and F-17, Part I, Item 1, Business
F-20, and F-26 through F-48
of the Financial Appendix to Registrant's
Proxy Statement in connection with
its Annual Shareholders' Meeting to be
held on April 24, 2002
Pages F-13 through F-16 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 24, 2002
Pages F-14 through F-16 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 24, 2002
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 24, 2002
Page F-25 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 24, 2002
Pages F-26 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 24, 2002 Operations
Page F-42 of the Financial Part II, Item 7A, Quantita-
Appendix to Registrant's Proxy tive and Qualitative Disclo-
Statement in connection with sures About Market Risk
its Annual Shareholders' Meeting to be
held on April 24, 2002
Pages F-2 through F-22, F-24, 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 24, 2002
Pages 3 through 6, 9 and 10, and 30 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 24, 2002
Page 9, pages 16 through 19, and Part III, Item 11,
23 and 24 of Registrant's Proxy Executive Compensation
Statement in connection with its Annual
Shareholders' Meeting
to be held April 24, 2002
Pages 10 and 11, and 26 through Part III, Item 12,
28 of Registrant's Proxy Statement Security Ownership of
in connection with its Annual Certain Beneficial Owners
Shareholders' Meeting to be held and Management
April 24, 2002
Pages 24 through 30 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 24, 2002
Pages F-2 through F-22, and F-24 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 24, 2002
Table of Contents
Item No. Caption Page No.
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Part I
Safe Harbor Statement 1
1. Business 2
2. Properties 11
3. Legal Proceedings 12
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 13
7. Management's Discussion and Analysis 13
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 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 14
Transactions
Part IV
14. Exhibits, Financial Statement Schedules, 15
and Reports on Form 8-K
16
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
uncertainties, 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. Many of these factors are beyond Synovus' ability to
control or predict. These factors include, but are not limited to: (i) Synovus'
inability to increase its revenues derived from Financial Management Services
and insurance; (ii) Total System Services Inc.'s ("TSYS") inability to achieve
its net income goals for the years 2002 through 2003; (iii) Synovus' inability
to achieve its net income goals for banking services; (iv) Synovus' inability to
control Financial Services expenses; (v) the strength of the U.S. economy in
general and the strength of the local economies in which operations are
conducted; (vi) 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; (vii) inflation, interest rate, market and monetary
fluctuations; (viii) the timely development of and acceptance of new products
and services and perceived overall value of these products and services by
users; (ix) changes in consumer spending, borrowing and saving habits; (x)
technological changes are more difficult or expensive than anticipated; (xi)
acquisitions; (xii) the ability to increase market share and control expenses;
(xiii) 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; (xiv) 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; (xv)
changes in Synovus' organization, compensation and benefit plans; (xvi) the
costs and effects of litigation and of unexpected or adverse outcomes in such
litigation; (xvii) a
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deterioration in credit quality or a reduced demand for credit; (xviii) Synovus'
inability to successfully manage any impact from slowing economic conditions or
consumer spending; (xix) the occurrence of catastrophic events that could impact
Synovus or TSYS or its major customers' operating facilities, communication
systems and technology or that has a material negative impact on current
economic conditions or levels of consumer spending; (xx) successfully managing
the potential both for patent protection and patent liability in the context of
rapidly developing legal framework for expansive software patent protection; and
(xxi) 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.
Item 1. Business
Business and Business Segments
Synovus is a $16.7 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 250
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: Financial
Services (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 Services (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-20 of the Financial Appendix to Synovus' Proxy Statement in connection with
its Annual Shareholders' Meeting to be held on April 24, 2002 which is
specifically incorporated herein by reference.
Financial Services Subsidiaries
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 Financial Services' revenues, seven
are located in Alabama and earn 18% of Financial Services' revenues, one is
located in South Carolina and earns 14% of Financial Services' revenues and five
are located in Florida and earn 7% of Financial Services' 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
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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., Atlanta, Georgia, which provides financial
planning services.
Transaction Processing and Other Affiliates
During 2001, Synovus had 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. TSYS Total Debt Management, Inc.
was acquired from Synovus by Total System Services, Inc. on January 1, 2002.
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, chip 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, the Caribbean and Europe, representing more
than 218 million cardholder accounts on file as of December 31, 2001. TSYS
currently offers merchant services to financial institutions and other
organizations in Japan. TSYS also offers value added products and services to
support its core processing services. Value added products and services include:
risk management tools and techniques, such as credit evaluation, fraud detection
and prevention and behavior analysis tools; and revenue enhancement tools, such
as loyalty programs and bonus rewards. Synovus owns 81.1 percent of TSYS.
As of January 1, 2002, TSYS had four wholly owned subsidiaries: (1)
Columbus Depot Equipment Company, which sells and leases computer related
equipment associated with TSYS' transaction processing services; (2) Columbus
Productions, Inc., which provides full-service commercial printing and related
services; (3) TSYS Canada, Inc., which provides programming
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support and assistance with the conversion of card portfolios to TS2; and (4)
TSYS Total Debt Management, Inc., which provides debt collection and bankruptcy
management services. DotsConnect, Inc., TSYS' e-commerce subsidiary, and TSYS
Total Solutions, Inc., TSYS' correspondence processing and teleservicing
subsidiary, were merged into TSYS on January 1, 2002 and currently operate as
divisions of TSYS.
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 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
51.46% equity interest in GP Network Corporation, a company which provides
merchant processing services to financial institutions and retailers in Japan.
Seasonality. Due to the somewhat 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, 2001, Bank of America Corporation and
Providian Financial Corporation accounted for approximately 16% and 13%,
respectively, of TSYS' total revenues. As a result, the loss of Bank of America
Corporation or Providian Financial Corporation 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-20 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 24, 2002
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, TS1,Total
System Services, Inc., THE TOTAL SYSTEM, TOTAL ACCESS, ACE, TSYS Total Debt
Management, Transaction Special Processing and TSP, to which TSYS believes
strong customer
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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 24, 2002 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 became a financial holding company under the Gramm-Leach-Bliley
Act of 1999 (the "GLB Act") in April 2000. 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 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.
GLB Act. The GLB Act 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 GLB 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. The GLB Act makes significant
changes in U.S. banking law, principally by repealing certain restrictive
provisions of the 1933 Glass-Steagall Act. The GLB 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;
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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 GLB 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 GLB 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.
Monetary Policy and Economic Controls. The earnings of the Banks, and
therefore the earnings of Synovus, are affected by the policies of regulatory
authorities, including the Board. An important function of the Board is to
promote orderly economic growth by influencing interest rates and the supply of
money and credit. Among the methods that have been used to achieve this
objective are open market operations in United States government securities,
changes in the discount rate for member bank borrowings and changes in reserve
requirements against bank deposits. These methods are used in varying
combinations to influence overall growth and distribution of bank loans,
investments and deposits, interest rates on loans and securities, and rates paid
for deposits.
The effects of the various Board policies on the future business and
earnings of Synovus cannot be predicted. Synovus cannot predict the nature or
extent of any effects that possible future governmental controls or legislation
might have on its business and earnings.
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.
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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
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-45 and Note 11 of Notes to Consolidated Financial
Statements on pages F-16 and F-17 of the Financial Appendix to Synovus' Proxy
Statement in connection with its Annual Shareholders' Meeting to be held on
April 24, 2002 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-16 and F-17 of the Financial
Appendix to Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 24, 2002 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."
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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.
All of the Banks are FDIC-insured depository institutions.
Prompt Corrective Action. The Federal Deposit Insurance Corporation
Improvement 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'
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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-16 and F-17 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 24, 2002
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 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
9
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. Federal law provides that deposits and
certain claims for administrative expenses and employee compensation against an
insured depository institution are afforded a priority over other general
unsecured claims against such institution, including federal funds and letters
of credit, in the liquidation or other resolution of the institution by any
receiver.
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 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, 2001, Synovus had 10,166 full time employees, 4,711 of
whom are employees of TSYS.
Competition
Financial Services. 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, 2001, Synovus was the second largest bank holding
company headquartered in Georgia, based on assets. Customers for banking
services are generally
10
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. Most of the
national market in third party card processors is presently being provided by
approximately four 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 2001 it held a 20% 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 5% share of the domestic off-line
debit processing market. In addition to processing cards for United States
clients, TSYS also holds an approximately 28% market share of the Mexican credit
card processing market, an approximately 20% share of the Canadian credit card
processing market and an approximately 18% share of the United Kingdom credit
card processing market. TSYS believes that it is the world's largest third party
processor of international accounts.
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 the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 24, 2002,
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
11
buildings are in a good state of repair and are appropriately designed for the
purposes for which they are used.
Synovus and its Financial Services subsidiaries own 247 facilities
encompassing approximately 1,907,053 square feet and lease 102 facilities
encompassing approximately 818,984 square feet.
See Note 7 and Note 10 of Notes to Consolidated Financial Statements on
pages F-13 through F-16 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 24, 2002
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.
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-14
through F-16 of the Financial Appendix to Synovus' Proxy Statement in connection
with its Annual Shareholders' Meeting to be held on April 24, 2002 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"
12
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 24, 2002 which are specifically incorporated herein by
reference.
On February 28, 2001, Synovus completed the acquisition of Creative
Financial Group, LTD. ("Creative Financial") based in Atlanta, Georgia, and its
operating unit Robert Andrew Securities, Inc. At the acquisition date, Creative
Financial had $546 million in assets under management. The companies operate as
divisions of Synovus Financial Management Services, the integrated asset
management unit of Synovus. Synovus issued 937,701 shares of its common stock
for all the issued and outstanding shares of these two entities. The shares of
Synovus stock referenced above were issued pursuant to the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933.
Item 6. Selected Financial Data
The "Selected Financial Data" Section which is set forth on page F-25
of the Financial Appendix to Synovus' Proxy Statement in connection with its
Annual Shareholders' Meeting to be held on April 24, 2002 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 the Financial Appendix to Synovus' Proxy Statement in connection
with its Annual Shareholders' Meeting to be held on April 24, 2002, which
include the information encompassed by "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are 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 page F-42 and Note 1 of Notes to Consolidated Financial Statements on
pages F-6 through F-9 of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 24, 2002
which are 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-22 and F-24 of the Financial Appendix to Synovus' Proxy
13
Statement in connection with its Annual Shareholders' Meeting to be held on
April 24, 2002 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 pages 9 and 10
and the "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SECTION" which
is set forth on page 30 of Synovus' Proxy Statement in connection with its
Annual Shareholders' Meeting to be held on April 24, 2002 are specifically
incorporated herein by reference.
Item 11. Executive Compensation
The "DIRECTORS' COMPENSATION" Section which is set forth on page 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 16 through 19 and the "COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION" Section which is set forth on pages 23 and
24 of Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 24, 2002 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 which
is set forth on pages 10 and 11, the "PRINCIPAL SHAREHOLDERS" Section which is
set forth on page 26, 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 27 and 28 of
Synovus' Proxy Statement in connection with its Annual Shareholders' Meeting to
be held on April 24, 2002 are specifically incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The "TRANSACTIONS WITH MANAGEMENT" Section which is set forth on pages
24 through 26, 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 27, the
14
"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 27 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 28
through 30 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 24, 2002 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-22 and F-24
of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on
April 24, 2002, in response to Item 8, Part II, Financial
Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 2001 and 2000
Consolidated Statements of Income - Years Ended December 31,
2001, 2000 and 1999
Consolidated Statements of Changes in Shareholders' Equity -
Years Ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows - Years Ended
December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements - December 31,
2001, 2000 and 1999
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.
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 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 Synovus Financial Corp. 2002 Long-Term Incentive
Plan.
10.5 Synovus Financial Corp. Deferred Stock Option Plan.
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.
16
10.7 Synovus Financial Corp. Directors' Deferred
Compensation Plan.
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
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.
17
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 Synovus Financial Corp./Total System Services, Inc.
Deferred Compensation Plan.
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 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 24, 2002 certain specified pages of
which are specifically incorporated herein by
reference.
21.1 Subsidiaries of Synovus Financial Corp.
18
23.1 Independent Auditors' Consents.
24.1 Powers of Attorney contained on the signature pages
of the 2001 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, 2001 (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, 2001 (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 subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K
On October 17, 2001, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the third
quarter of 2001.
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 20, 2002 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 20, 2002
- ---------------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: March 20, 2002
- ---------------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: March 20, 2002
- ---------------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: March 20, 2002
- ---------------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: March 20, 2002
- ---------------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Elizabeth R. James Date: March 20, 2002
- ---------------------------------------------------
Elizabeth R. James,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: March 20, 2002
- ---------------------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial Officer
/s/Daniel P. Amos Date: March 20, 2002
- ---------------------------------------------------
Daniel P. Amos,
Director
Date: March __, 2002
- ---------------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: March 20, 2002
- ---------------------------------------------------
Richard Y. Bradley,
Director
Date: March __, 2002
- ---------------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: March 20, 2002
- ---------------------------------------------------
Gardiner W. Garrard, Jr.,
Director
Date: March __, 2002
- ---------------------------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: March 20, 2002
- ---------------------------------------------------
John P. Illges, III,
Director
Date: March __, 2002
- ---------------------------------------------------
Alfred W. Jones III,
Director
/s/Mason H. Lampton Date: March 20, 2002
- ---------------------------------------------------
Mason H. Lampton,
Director
Date: March __, 2002
- ---------------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: March 20, 2002
- ---------------------------------------------------
H. Lynn Page,
Director
Date: March __, 2002
- ---------------------------------------------------
Melvin T. Stith,
Director