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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003
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. [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
YES X NO___________
-----------
As of February 17, 2004, 302,516,262 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding. The aggregate market
value of the shares of $1.00 par value common stock of Synovus Financial Corp.
held by nonaffiliates on December 31, 2003 was approximately $5,097,994,000
(based upon the closing share price of such stock on June 30, 2003).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 17, 2004 are incorporated in Parts I, II, III and IV of this report.
Table of Contents and Cross Reference Sheet
Page No.
-------------------------------------------------
Form
Proxy Statement* 10-K
- ---------------- ----------------------------------- ---------
Part I
Safe Harbor Statement 1
Item 1. Business F-11 - F-13, F-20, F-23 and F-24, 2
F-30 - F-53
Item 2. Properties F-18 and F-19 11
Item 3. Legal Proceedings F-18 and F-19 12
Item 4. Submission of Matters to a Vote of None
Security Holders
Part II
Item 5. Market for Registrant's Common Equity and F-11 - F-13, F-49 and F-50 12
Related Stockholder Matters
Item 6. Selected Financial Data F-29 13
Item 7. Management's Discussion and Analysis of F-30 - F-53 13
Financial Condition and Results
of Operations
Item 7A. Quantitative and Qualitative Disclosures About F-6 - F-11, F-46 - F-48 13
Market Risk
Item 8. Financial Statements and Supplementary Data F-2 - F-26, F-28, F-53 13
Item 9. Changes In and Disagreements With Accountants None
on Accounting and Financial Disclosure
Item 9A. Controls and Procedures 13
Part III
Item 10. Directors and Executive Officers of the 4 and 5, 8 -12, 27 14
Registrant
Item 11. Executive Compensation 7 and 8, 15 - 18, 21 and 22 14
Item 12. Security Ownership of Certain Beneficial F-21 and F-22, 12 and 13, 15
Owners and Management and Related Stockholder 24-26
Matters
Item 13. Certain Relationships and Related Transactions 22 - 27 15
Item 14. Principal Accountant Fees and Services 14 and 15 15
Part IV
Item 15. Exhibits, Financial Statement Schedules, and F-2 - F-26, F-28 15
Reports on Form 8-K
*Synovus' Proxy Statement, including Financial Appendix, dated March 17, 2004 in
connection with its 2004 Annual Meeting of Shareholders, portions of which are
incorporated by reference into this Form 10-K (the portions so incorporated
being indicated by the pages referred to in this table).
Part I
Safe Harbor Statement
Certain statements contained in this document 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.
In addition, certain statements in future filings by Synovus Financial Corp.
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 its
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 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 the
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:
* the strength of the U.S. economy in general and the strength of the
local economies in which operations are conducted may differ from
those expected;
* 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 may adversely affect our business;
* inflation, interest rate, market and monetary fluctuations may
adversely affect our business;
* TSYS' growth in net income may be less than expected;
* the timely development of and acceptance of new products and services
and perceived overall value of these products and services by users
may be different than anticipated;
* changes occur in consumer spending, borrowing and saving habits; o
technological changes are more difficult or expensive than
anticipated;
* acquisitions are more difficult to integrate than anticipated;
* the ability to increase market share and control expenses may be more
difficult than anticipated;
* changes in laws and regulations (including laws and regulations
concerning taxes, banking, securities and insurance) with which
Synovus and its subsidiaries must comply may adversely affect Synovus
or its business;
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* changes in accounting policies and practices, as may be adopted by the
regulatory agencies, the Financial Accounting Standards Board or other
authoritative bodies may affect expected financial reporting;
* competitive pressures among financial services companies may increase;
o the costs and effects of litigation or adverse facts and
developments relating thereto; o a deterioration in credit quality or
a reduced demand for credit may adversely affect Synovus' business; o
Synovus' inability to successfully manage any impact from slowing
economic conditions or consumer spending;
* the occurrence of catastrophic events that could impact Synovus or
Total System Services, Inc. or its major customers' operating
facilities, communication systems and technology or that have a
material negative impact on current economic conditions or levels of
consumer spending;
* successfully managing the potential both for patent protection and
patent liability in the context of rapidly developing legal framework
for expansive software patent protection;
* hostilities increase in the Middle East or elsewhere; and
* Synovus may not manage the risks involved in the foregoing as well as
anticipated.
These forward-looking statements speak only as of the date on which the
statements are made, and Synovus undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which the statement is made to reflect the occurrence of unanticipated events.
Item 1. Business
Business and Business Segments
Synovus is a $21 billion asset diverse financial services company which
is a registered bank holding company. Synovus provides integrated financial
services including banking, financial management, insurance, mortgage and
leasing services through affiliate banks and other Synovus offices in Georgia,
Alabama, South Carolina, Florida and Tennessee and electronic payment processing
services through its 81% owned subsidiary, TSYS. 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, financial management, mortgage banking, leasing and
insurance services), and Transaction Processing Services (which primarily
provides electronic payment processing services including consumer, debit,
commercial, retail and stored value card processing and related services, as
well as student loan processing). See Note 17 of Notes to Consolidated Financial
Statements on pages F-23 and F-24 of the Financial Appendix to Synovus' Proxy
Statement dated March 17, 2004 in connection with its Annual Shareholders'
Meeting to be held on April 22, 2004 which is specifically incorporated herein
by reference.
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Financial Services Subsidiaries
As of December 31, 2003, Synovus had 40 wholly owned first and second
tier banking subsidiaries located in five southeastern states (the "Banks"). 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 and mortgage loans; safe deposit services; leasing
services; automated banking 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, N.A., Columbus, Georgia, which
provides trust services; (3) Synovus Mortgage Corp., Birmingham, Alabama, which
offers mortgage services; (4) Synovus Insurance Services, Columbus, Georgia,
which offers insurance agency services; (5) Creative Financial Group, LTD.,
Atlanta, Georgia, which provides financial planning services; (6) GLOBALT, Inc.,
Atlanta, Georgia, which provides asset management services; and (7) Synovus
Investment Advisors, Inc., Columbus, Georgia, which provides investment advisory
services.
Transaction Processing Affiliates
Business. TSYS provides electronic payment processing and related
services to financial and nonfinancial institutions. Services include processing
consumer, debit, commercial, stored value and retail cards, as well as student
loan processing. Based in Columbus, Georgia, and traded on the New York Stock
Exchange under the symbol "TSS," TSYS provides services to financial and
nonfinancial institutions throughout the United States, Canada, Mexico,
Honduras, the Caribbean and Europe. TSYS currently offers merchant services to
financial institutions and other organizations in Japan through its majority
owned subsidiary, GP Network Corporation, and in the United States through its
joint venture, Vital Processing Services L.L.C. 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 and customer retention programs, such as loyalty
programs and bonus rewards.
As of January 1, 2004, TSYS had eight 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 support and
assistance with the conversion of card portfolios to TS2; (4) TSYS Total Debt
Management, Inc., which provides debt collection and bankruptcy management
services; (5) ProCard, Inc., which provides software and Internet tools designed
to assist organizations with the management of purchasing, travel and fleet card
programs; (6) Enhancement Services Corporation, which provides targeted loyalty
consulting and travel reward programs; (7) TSYS Technology Center, Inc., which
provides programming support; and (8) TSYS Japan Co., Ltd.,
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which primarily provides gift card processing services to Japanese clients.
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 financial and nonfinancial Mexican institutions; (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
transaction processing 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, 2003, Bank of America Corporation and
Providian Financial Corporation accounted for approximately 18% and 10%,
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,
results of operations and cash flows.
See "Non-Interest Income" under the "Financial Review" Section on pages
F-35 through F-37, "Non-Interest Expense" under the "Financial Review" Section
on pages F-37 through F-39, and Note 17 of Notes to Consolidated Financial
Statements on pages F-23 and F-24 of the Financial Appendix to Synovus' Proxy
Statement which are specifically incorporated herein by reference.
Intellectual Property
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' intellectual property portfolio is a component of its ability to
be a leading electronic payment services provider. TSYS diligently protects and
works to build its intellectual property rights through patent, servicemark and
trade secret laws. TSYS also uses various licensed intellectual property to
conduct its business. In addition to using intellectual property in its own
operations, TSYS grants licenses to certain of its clients to use its
intellectual property.
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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-11 through F-13 and
"Acquisitions" under the "Financial Review" Section on page F-32 of the
Financial Appendix to Synovus' Proxy Statement 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 which are not members of the Federal Reserve System are subject to primary
federal regulation and examination by the FDIC. Synovus' state-chartered banks
that are members of the Federal Reserve System are subject to primary federal
regulation and examination by the Board. In addition, all of our state-chartered
banks 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; 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
5
the holding company are well-capitalized, well-managed and have at least a
satisfactory rating under the Community Reinvestment Act.
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.
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: (1) the ratio of Tier 1 Capital to its adjusted total assets is
less than 6%; (2) 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 (3) 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, the Florida Office of
Financial Regulation and the Tennessee Department of Financial Institutions, as
applicable, is required if the total of all dividends declared by an Alabama,
Florida or Tennessee bank, as the case may be, in any year would exceed the
total of its net profits, as defined by the regulatory agencies, 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 by the OCC, for the current year plus retained net income for
the preceding two years. Approval of the Board is required for payment of any
dividend by a state chartered bank that is a member of the Federal Reserve
System and is sometimes referred to as a state member bank, if the total of all
dividends declared by the bank in any calendar year would exceed the total of
its net profits, as defined by regulatory agencies, for
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that year combined with its retained net profits for the preceding two years. In
addition, a state member bank may not pay a dividend in an amount greater than
its net profits then on hand.
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-51 and Note 12 of Notes to Consolidated Financial
Statements on page F-20 of the Financial Appendix to Synovus' Proxy Statement
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, FDIC and
the Board, as applicable. As a financial holding company, Synovus and each of
its banking subsidiaries are required to maintain capital levels required for a
well-capitalized institution, as defined in "Prompt Corrective Action" below.
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-49 and F-50 and Note 12 of Notes to
Consolidated Financial Statements on page F-20 of the Financial Appendix to
Synovus' Proxy Statement 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" below.
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
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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:
* 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%);
* 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%);
* 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%);
* 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
* 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
(1) after notice and opportunity for hearing or response, that the institution
is in an unsafe or unsound condition or (2) 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 12 of Notes to Consolidated Financial Statements on page
F-20 of the Financial Appendix to Synovus' Proxy Statement 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
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determining, among other things, that the plan is based on realistic assumptions
and is likely to succeed in restoring the depository institution's capital. If a
depository institution fails to submit an acceptable plan, it is treated as if
it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized depository institutions are subject to appointment
of a receiver or conservator.
Safety and Soundness Standards. The Federal Deposit Insurance Act, as
amended by FDICIA and the Riegle Community Development and Regulatory
Improvement Act of 1994, requires the federal bank regulatory agencies to
prescribe standards, by regulations or guidelines, relating to internal
controls, information systems and internal audit systems, loan documentation,
credit underwriting, interest rate risk exposure, asset growth, asset quality,
earnings, stock valuation and compensation, fees and benefits and such other
operational and managerial standards as the agencies deem appropriate. The
federal bank regulatory agencies have adopted a set of guidelines prescribing
safety and soundness standards pursuant to FDICIA. The guidelines establish
general standards relating to internal controls and information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth and compensation, fees and benefits. In general, the
guidelines require, among other things, appropriate systems and practices to
identify and manage the risks and exposures specified in the guidelines. The
guidelines prohibit excessive compensation as an unsafe and unsound practice and
describe compensation as excessive when the amounts paid are unreasonable or
disproportionate to the services performed by an executive officer, employee,
director or principal stockholders. The federal banking agencies determined that
stock valuation standards were not appropriate. In addition, the agencies
adopted regulations that authorize, but do not require, an agency to order an
institution that has been given notice by an agency that it is not satisfying
any of such safety and soundness standards to submit a compliance plan. If,
after being so notified, an institution fails to submit an acceptable compliance
plan, the agency must issue an order directing action to correct the deficiency
and may issue an order directing other actions of the types to which an
undercapitalized institution is subject under the prompt corrective action
provisions of FDICIA. See "Prompt Corrective Action" above. 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 electronic payment processing
services. Matters reviewed and examined by these federal and state financial
institution regulatory agencies have included TSYS' internal controls
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in connection with its present performance of electronic payment 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.
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. These competitors have been
successful in developing products that are in direct competition with or are
alternatives to the banking services offered by traditional banking
institutions. Synovus' ability to maintain its history of strong financial
performance will depend in part on its ability to expand the scope of and
effectively deliver products and services, allowing it to meet the changing
needs of its customers.
As of December 31, 2003, 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 Services. TSYS encounters vigorous competition
in providing card processing services from several different sources. Most of
the national market in third party payment processors is presently being
provided by approximately four vendors. TSYS believes that as of December 31,
2003 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 bankcard
computer service firms and other such third party vendors located throughout the
United States. Based upon available market share data that includes cards
processed in-house, TSYS believes that at the end of 2003 it held a 20% share of
the domestic Visa and MasterCard consumer card processing market, an 83% share
of the Visa and MasterCard domestic commercial card processing market, a 15%
share of the domestic retail card processing market and a 4% share of the
domestic off-line debit processing market. In addition to processing cards for
United States clients, TSYS also believes it holds an approximately 23% share of
the Mexican credit card processing market, an approximately 43%
10
share of the Canadian credit card processing market and an approximately 21%
share of the United Kingdom credit 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, system performance
and availability, breadth of features and functionality, disaster recovery
capabilities, data security, scalability and flexibility of infrastructure and
customer 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.
Employees
On February 27, 2004, Synovus had 10,909 full time employees, 5,185 of
whom are employees of TSYS.
Selected Statistical Information
The "Financial Review" Section, which is set forth on pages F-30
through F-52 and the "Summary of Quarterly Financial Data" Section which is set
forth on page F-53 of the Financial Appendix to Synovus' Proxy Statement, which
includes the information encompassed within "Selected Statistical Information,"
are specifically incorporated herein by reference.
Available Information
Synovus' website address is www.synovus.com. You may obtain free
electronic copies of our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and all amendments to those reports in the
Investor Relations section of our website under the heading "Financial Info" and
then under "SEC Filings." These reports are available on our website as soon as
reasonably practicable after we electronically file them with the SEC.
Synovus has adopted a Code of Business Conduct and Ethics for its
directors, officers and employees and has also adopted Corporate Governance
Guidelines. Our Code of Business Conduct and Ethics, Corporate Governance
Guidelines and the charters of our board committees are available in the
Corporate Governance section of our web site at www.synovus.com/governance.
Copies of these documents are also available in print upon written request to
the Corporate Secretary, Synovus Financial Corp., 901 Front Avenue, Suite 301,
Columbus, Georgia 31901.
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 276 facilities
encompassing approximately 2,090,000 square feet and lease 236 facilities
encompassing approximately 838,300 square feet.
See Note 11 of Notes to Consolidated Financial Statements on pages F-18
and F-19 of the Financial Appendix to Synovus' Proxy Statement which are
specifically incorporated herein by reference.
TSYS owns a 540,000 square foot 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.
TSYS owns a 377,000 square foot production center and a 72,000 square
foot production center which are located on a 40.4 acre tract of land in north
Columbus, Georgia. Primarily production centers, these facilities house 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.
Item 3. Legal Proceedings
See Note 11 of Notes to Consolidated Financial Statements on pages F-18
and F-19 of the Financial Appendix to Synovus' Proxy Statement 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-49 and F-50 of the
Financial Appendix to Synovus' Proxy Statement which are specifically
incorporated herein by reference.
On May 31, 2002, Synovus completed the acquisition of GLOBALT, Inc. See
Note 2 of Notes to Consolidated Financial Statements on pages F-11 through F-13
of the Financial
12
Appendix to Synovus' Proxy Statement which is specifically incorporated herein
by reference. The shares of Synovus stock issued in connection with the
acquisition of GLOBALT 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-29
of the Financial Appendix to Synovus' Proxy Statement 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-30 through
F-52 and the "Summary of Quarterly Financial Data" Section which is set forth on
page F-53 of the Financial Appendix to Synovus' Proxy Statement 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 and Interest Rate Sensitivity" and "Derivative
Instruments for Interest Rate Risk Management" under the "Financial Review"
Section which are set forth on pages F-46 through F-48 and Note 1 of Notes to
Consolidated Financial Statements on pages F-6 through F-11 of the Financial
Appendix to Synovus' Proxy Statement 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-53 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-26 and F-28 of the Financial Appendix to Synovus' Proxy Statement are
specifically incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
We have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
annual report as required by Rule 13a-15 of the Securities Exchange Act of 1934,
as amended. This evaluation was carried out under the supervision and with the
participation of our management, including our chief
13
executive officer and chief financial officer. Based on this evaluation, the
chief executive officer and chief financial officer have concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to Synovus (including its consolidated
subsidiaries) required to be included in our periodic SEC filings. No change in
Synovus' internal control over financial reporting occurred during the period
covered by this report that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information pertaining to directors and executive officers of Synovus,
the Audit Committee of the Board of Directors of Synovus and compliance with
Section 16(a) of the Securities Exchange Act of 1934 is contained in the
"PROPOSALS TO BE VOTED ON - PROPOSAL 1: ELECTION OF DIRECTORS" Section which is
set forth on pages 8 through 10, the "EXECUTIVE OFFICERS" Section which is set
forth on pages 11 and 12, the "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE" Section which is set forth on page 27, and the "CORPORATE GOVERNANCE
AND BOARD MATTERS - Committees of the Board" Section which is set forth on pages
4 and 5 of Synovus' Proxy Statement and is specifically incorporated herein by
reference.
Synovus has a Code of Business Conduct and Ethics that applies to all
directors, officers and employees, including our principal executive officer and
principal financial officer (who is also our principal accounting officer). You
can find our Code of Business Conduct and Ethics in the Corporate Governance
section of our website at www.synovus.com/governance. We will post any
amendments to the Code of Business Conduct and Ethics and any waivers that are
required to be disclosed by the rules of either the SEC or the NYSE in the
Corporate Governance section of our website.
Item 11. Executive Compensation
Information pertaining to executive compensation is contained in the
"DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES" Section which is set
forth on pages 7 and 8, the "EXECUTIVE COMPENSATION - Summary Compensation
Table; Stock Option Exercises and Grants; and Employment Contracts and Change in
Control Arrangements" Sections which are set forth on pages 15 through 18 and
the "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" Section which
is set forth on pages 21 and 22 of Synovus' Proxy Statement and is specifically
incorporated herein by reference.
14
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Information pertaining to equity compensation plans is contained in
Note 14 of Notes to Consolidated Financial Statements on pages F-21 and F-22 of
the Financial Appendix to Synovus' Proxy Statement and is specifically
incorporated herein by reference.
Information pertaining to security ownership of certain beneficial
owners and management is contained in the "STOCK OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS" Section which is set forth on pages 12 and 13, the
"PRINCIPAL SHAREHOLDERS" Section which is set forth on page 24, and the
"RELATIONSHIPS BETWEEN SYNOVUS, CB&T, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES
AND AFFILIATES - TSYS Stock Ownership of Directors and Management" Section which
is set forth on pages 25 and 26 of Synovus' Proxy Statement and is specifically
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information pertaining to certain relationships and related
transactions is contained in the "TRANSACTIONS WITH MANAGEMENT" Section which is
set forth on pages 22 and 23, the "RELATIONSHIPS BETWEEN SYNOVUS, CB&T, TSYS AND
CERTAIN OF SYNOVUS' SUBSIDIARIES AND AFFILIATES - Beneficial Ownership of TSYS
Stock by CB&T" Section which is set forth on pages 24 and 25, the "RELATIONSHIPS
BETWEEN SYNOVUS, CB&T, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES AND AFFILIATES
- - Interlocking Directorates of Synovus, CB&T and TSYS" Section which is set
forth on page 25 and the "RELATIONSHIPS BETWEEN SYNOVUS, CB&T, TSYS AND CERTAIN
OF SYNOVUS' SUBSIDIARIES AND AFFILIATES - Transactions and Agreements Between
Synovus, CB&T, TSYS and Certain of Synovus' Subsidiaries" Section which is set
forth on pages 26 and 27 of Synovus' Proxy Statement and is specifically
incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information pertaining to principal accountant fees and services is
contained in the "AUDIT COMMITTEE REPORT - KPMG LLP Fees and Services" Section
which is set forth on page 14 (excluding the information under the main caption
"AUDIT COMMITTEE REPORT") and the "AUDIT COMMITTEE REPORT - Policy on Audit
Committee Pre-Approval" Section which is set forth on pages 14 and 15 of
Synovus' Proxy Statement and is specifically incorporated herein by reference.
Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
15
The following Consolidated Financial Statements of Synovus
Financial Corp. and its subsidiaries are specifically
incorporated by reference from pages F-2 through F-26 and F-28
of the Financial Appendix to Synovus' Proxy Statement in
response to Item 8, Part II, Financial Statements and
Supplementary Data.
Consolidated Balance Sheets - December 31, 2003 and 2002
Consolidated Statements of Income - Years Ended December 31,
2003, 2002 and 2001
Consolidated Statements of Changes in Shareholders' Equity -
Years Ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows - Years Ended
December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
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-4 filed with the Securities
and Exchange Commission on January 16, 2003 (File
No. 333-102370).
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.
16
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 incorporated by reference to
Exhibit 10.4 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December
31, 2001, as filed with the Commission on
March 21, 2002.
10.5 Synovus Financial Corp. Deferred Stock Option Plan
incorporated by reference to Exhibit 10.5 of
Synovus' Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, as filed with the
Commission on March 21, 2002.
10.6 Synovus Financial Corp. Directors' Deferred
Compensation Plan incorporated by reference to
Exhibit 10.7 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, as
filed with the Commission on March 21, 2002.
10.7 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.
10.8 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.
10.9 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.
17
10.10 Agreement in Connection with Personal Use of
Company Aircraft.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 Synovus Financial Corp./Total System Services, Inc.
Deferred Compensation Plan incorporated by
reference to Exhibit 10.17 of Synovus' Annual Report
on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission
on March 21, 2002.
10.17 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.
10.18 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.
18
10.19 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.
10.20 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.
10.21 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
22, 2004, 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 2003 Annual Report on Form 10-K.
31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.1 Annual Report on Form 11-K for the Synovus Financial
Corp. Employee Stock Purchase Plan for the
year ended December 31, 2003 (to be filed as an
amendment hereto within 120 days of the end of the
period covered by this report).
19
99.2 Annual Report on Form 11-K for the Synovus Financial
Corp. Director Stock Purchase Plan for the
year ended December 31, 2003 (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 15, 2003, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the third
quarter of 2003.
Filings\snv\10k.doc
20
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP.
(Registrant)
March 9, 2004 By: /s/James H. Blanchard
-------------------------------
James H. Blanchard,
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/James H. Blanchard Date: March 9, 2004
- --------------------------------------------
James H. Blanchard,
Principal Executive Officer and Director
/s/James D. Yancey Date: March 9, 2004
- --------------------------------------------
James D. Yancey,
Chairman of the Board
/s/Richard E. Anthony Date: March 9, 2004
- --------------------------------------------
Richard E. Anthony,
President and Director
/s/Thomas J. Prescott Date: March 9, 2004
- --------------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial Officer
/s/Daniel P. Amos Date: March 9, 2004
- --------------------------------------------
Daniel P. Amos,
Director
Date: March __, 2004
- --------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bardley Date: March 9, 2004
- --------------------------------------------
Richard Y. Bradley,
Director
Date: March __, 2004
- --------------------------------------------
Frank W. Brumley,
Director
Date: March __, 2004
- --------------------------------------------
Elizabeth W. Camp,
Director
/s/C. Edward Floyd Date: March 9, 2004
- --------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: March 9, 2004
- --------------------------------------------
Gardiner W. Garrard, Jr.,
Director
Date: March __, 2004
- --------------------------------------------
T. Michael Goodrich,
Director
/s/V. Nathaniel Hansford Date: March 9, 2004
- --------------------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: March 9, 2004
- --------------------------------------------
John P. Illges, III,
Director
Date: March__, 2004
- --------------------------------------------
Alfred W. Jones III,
Director
/s/Mason H. Lampton Date: March 9, 2004
- --------------------------------------------
Mason H. Lampton,
Director
Date: March __, 2004
- --------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: March 9, 2004
- --------------------------------------------
H. Lynn Page,
Director
Date: March __, 2004
- --------------------------------------------
J. Neal Purcell,
Director
/s/Melvin T. Stith Date: March 9, 2004
- --------------------------------------------
Melvin T. Stith,
Director
/s/William B. Turner, Jr. Date: March 9, 2004
- --------------------------------------------
William B. Turner, Jr.,
Director
filings\SNV\con13.sig