SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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, 2002 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. [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
YES X NO___________
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As of February 17, 2003, 300,449,238 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, 2002 was approximately $6,323,807,000
(based upon the closing share price of such stock on June 28, 2002).
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 21, 2003 are incorporated in Parts I, II, III and IV of this report.
The undersigned registrant hereby amends Item 15 of its Annual
Report on Form 10-K for the year ended December 31, 2002 by adding Exhibit 99.1,
the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock
Purchase Plan for the year ended December 31, 2002 and by adding Exhibit 99.2,
the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock
Purchase Plan for the year ended December 31, 2002 as set forth below and in the
attached exhibits.
Part IV
Item 15. 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-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, 2002 and 2001
Consolidated Statements of Income - Years Ended December
31, 2002, 2001 and 2000
Consolidated Statements of Changes in Shareholders' Equity
- Years Ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows - Years Ended
December 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements - December 31,
2002, 2001 and 2000
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
2
Exhibit
Number Description
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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.
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.
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10.6 Consulting Agreement of H. Lynn Page with Synovus
incorporated by reference to Exhibit 10.6 of Synovus' Annual
Report on Form 10-K for the fiscal year ended December 31,
1992, as filed with the Commission on March 29, 1993.
10.7 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.
10.8 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.
4
10.14 1993 Split Dollar Insurance Agreement of Synovus
incorporated by reference to Exhibit 10.14 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, as filed with the Commission on March 28,
1994.
10.15 1995 Split Dollar Insurance Agreement of Synovus
incorporated by reference to Exhibit 10.15 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on March 24,
1995.
10.16 Synovus Financial Corp. 1994 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.16 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on March 24,
1995.
10.17 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.
10.18 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.
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20.1 Proxy Statement, including Financial Appendix, for the
Annual Meeting of Shareholders of Synovus to be held on
April 24, 2003, 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
2002 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,
2002.
99.2* Annual Report on Form 11-K for the Synovus Financial Corp.
Director Stock Purchase Plan for the year ended December 31,
2002.
99.3* Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.4* Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
*Filed herewith.
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, 2002, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the third
quarter of 2002.
Filings\snv\11knew.doc
6
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)
April 22, 2003
By:/s/James H. Blanchard
--------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
7
Certification of Chief Executive Officer
I, James H. Blanchard, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K
of Synovus Financial Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
8
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: April 22, 2003 /s/James H. Blanchard
-------------------------------------
James H. Blanchard
Chief Executive Officer
9
Certification of Chief Financial Officer
I, Thomas J. Prescott, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K
of Synovus Financial Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
10
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: April 22, 2003 /s/Thomas J. Prescott
-------------------------------------
Thomas J. Prescott
Chief Financial Officer
11
INDEX TO EXHIBITS
Exhibit
Number Description
23.1 Independent Auditors' Consents
99.1 Annual Report on Form 11-K for the Synovus Financial Corp.
Employee Stock Purchase Plan for the year ended
December 31, 2002.
99.2 Annual Report on Form 11-K for the Synovus Financial Corp.
Director Stock Purchase Plan for the year ended
December 31, 2002.
99.3 CEO Certification
99.4 CFO Certification