-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UryJY6Eukfxxq2uMRR9u2EK8penf60uH8GLCrYFfyszd4mp6fkpCdGI0UIjriFdF BM5YwOLSNx4Ifd0I7yznwQ== 0000018349-02-000011.txt : 20020416 0000018349-02-000011.hdr.sgml : 20020416 ACCESSION NUMBER: 0000018349-02-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10312 FILM NUMBER: 02607048 BUSINESS ADDRESS: STREET 1: 901 FRONT AVENUE STREET 2: STE 202 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: P.O.BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31902 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 10-K/A 1 mainfile.txt FORM 10K/A 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, 2001 or ------------------- [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to -------- ----------- Commission file number 1-10312 SYNOVUS FINANCIAL CORP. (Exact Name of Registrant as specified in its charter) Georgia 58-1134883 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) One Arsenal Place, 901 Front Avenue Suite 301, Columbus, Georgia 31901 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (706) 649-5220 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- Common Stock, $1.00 Par Value New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO___________ ----------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of February 15, 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. The undersigned registrant hereby amends Item 14 of its Annual Report on Form 10-K for the year ended December 31, 2001 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, 2001 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, 2001 as set forth below and in the attached exhibits. 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. 2 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. 3 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. 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. 4 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. 23.1 Independent Auditors' Consents. 5 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. 99.2 Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2001. 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. 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 8, 2002 By: /s/James H. Blanchard James H. Blanchard, Chairman of the Board and Principal Executive Officer 7 INDEX TO EXHIBITS Exhibit Number Description - -------- ----------- 23.1 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, 2001. 99.2 Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2001. 8 EX-23.1 3 ex23-1.txt INDEPENDENT AUDITORS' CONSENTS Independent Auditors' Consent The Board of Directors Synovus Financial Corp. We consent to incorporation by reference in the Registration Statements (No. 2-93472 and No. 33-60473) on Form S-8 of Synovus Financial Corp. of our report dated March 1, 2002, relating to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2001 and 2000, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 annual report on Form 11-K of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.1 to the December 31, 2001 annual report on Form 10-K/A of Synovus Financial Corp. /s/KPMG LLP Atlanta, Georgia April 9, 2002 Independent Auditors' Consent The Board of Directors Synovus Financial Corp. We consent to incorporation by reference in the Registration Statements (No. 2-94639 and No. 33-60475) on Form S-8 of Synovus Financial Corp. of our report dated March 1, 2002, relating to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2001 and 2000, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 annual report on Form 11-K of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.2 to the December 31, 2001 annual report on Form 10-K/A of Synovus Financial Corp. /s/KPMG LLP Atlanta, Georgia April 9, 2002 Exhibit 23.1 EX-99.1 4 ex99-1.txt ANNUAL REPT. ON FORM 11-K FOR THE SYNOVUS ESPP FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ------------------------------------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ---------------------------- Commission file number 1-10312 ---------------------------------------------------------- SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN SYNOVUS FINANCIAL CORP. 901 FRONT AVENUE SUITE 301 COLUMBUS, GEORGIA 31901 (706) 649-5220 Exhibit 99.1 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Financial Statements December 31, 2001, 2000, and 1999 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Plan Administrator Synovus Financial Corp. Employee Stock Purchase Plan: We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2001 and 2000 and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2001 and 2000 and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/KPMG LLP March 1, 2002 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Statements of Financial Condition December 31, 2001 and 2000
Assets 2001 2000 ----------- ---------- Common stock of Synovus Financial Corp. at market value- 2,490,767 shares (cost $36,757,923) in 2001 and 2,673,504 shares (cost $32,859,546) in 2000 (note 2) $62,368,026 72,018,851 Dividends receivable 317,735 295,121 Cash 482,005 413,690 ----------- ---------- $63,167,766 72,727,662 =========== ========== Liabilities and Plan Equity Plan equity (5,426 and 5,284 participants in 2001 and 2000, respectively) $63,167,766 72,727,662 =========== ==========
See accompanying notes to financial statements. 2 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Statements of Operations and Changes in Plan Equity Years ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ---------- ------------ Dividend income $ 1,279,615 1,186,878 1,016,261 Realized gain on distributions to participants (note 5) 9,056,709 5,171,516 7,738,894 Unrealized appreciation (depreciation) of common stock of Synovus Financial Corp. (note 4) (13,549,202) 14,166,917 (19,748,317) Contributions (notes 1 and 3): Participants 7,392,598 6,620,926 5,958,921 Participating employers 3,697,695 3,307,572 2,968,499 ----------- ---------- ------------ 7,877,415 30,453,809 (2,065,742) Withdrawals by participants - common stock of Synovus Financial Corp. at market value (627,031 shares in 2001, 655,064 shares in 2000, and 711,079 shares in 1999)- (note 5) (17,437,311) (12,738,838) (14,788,895) ----------- ---------- ------------ Increase (decrease) in Plan equity for the year (9,559,896) 17,714,971 (16,854,637) Plan equity at beginning of year 72,727,662 55,012,691 71,867,328 ----------- ---------- ------------ Plan equity at end of year $63,167,766 72,727,662 55,012,691 =========== ========== ============
See accompanying notes to financial statements. 3 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 (1) Description of the Plan The Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries' employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and subsidiaries (the Participating Employers). Synovus serves as the Plan administrator. State Street Bank and Trust Company serves as the Plan agent, hereafter referred to as "Agent." All employees who work twenty hours per week or more are eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. The Plan also permits a participant who has successfully completed the State of Georgia's Intellectual Capital Partnership Program (ICAPP) to begin participation in the Plan immediately upon the participant's commencement of employment with a Participating Employer. Such participant's period of employment for purposes of determining the maximum compensation participant payroll deduction under the Plan will be measured beginning on the date of such participant's commencement of participation in such program. A participant may contribute to the Plan based on a formula through payroll deductions in multiples of $1, with a minimum deduction of $10 per month and a maximum deduction not to exceed a specified percentage of compensation (from 3% to 7%). Effective January 1, 1999, participants initially joining the Plan, requesting reinstatement in the Plan, or making a change under the Plan must select their payroll deduction amount as a percentage of compensation, with a minimum contribution level of 0.5%. Participants in the Plan prior to January 1, 1999 may continue contributing to the Plan through payroll deductions in whole dollar amounts. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant's contribution. All contributions to the Plan vest immediately. The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers' fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant. The Plan provides that upon withdrawal from the Plan, each participant has the option to receive the proceeds from his account balance in the form of shares of Synovus common stock and a check for any fractional shares and cash held, a lump-sum cash distribution, or a combination of both. With certain exceptions, employees who have previously withdrawn shares from their Plan account are precluded from receiving matching contributions from the participating employers for a specified period of time. Effective January 23, 2002, the Plan was amended to remove the above mentioned restriction on receiving matching contributions upon a withdrawal of shares from the Plan. Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him or his employer prior to the date of such amendment or termination. 4 (Continued) SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 Synovus reserves the right to suspend participating employer contributions to the Plan if its board of directors feels that Synovus' financial condition warrants such action. (2) Summary of Accounting Policies The investment in Synovus common stock is stated at market value which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such security is traded. The December 31, 2001 and 2000 market values were $25.05 and $26.938 per share, respectively. The realized gain on distributions to participants is determined by computing the difference between the average cost per common stock share and the market value per share at the date of the distribution to the participants. Dividend income is accrued on the record date. Contributions by participants and Participating Employers, as well as withdrawals, are accounted for on the accrual basis. The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 5 (Continued) SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 (3) Contributions Contributions by Participating Employers and by participants are as follows:
2001 2000 1999 --------------------------- ------------------------- --------------------- Participating Participating Participating Participating employers employers Participants employers Participants employers Participants - ------------------------------------------------- ------------- -------------- ------------- ----------- ---------- ----------- Synovus Financial Corp. $ 659,656 1,321,014 238,201 476,402 214,785 430,345 Columbus Bank and Trust Company 320,172 640,925 371,061 743,835 405,594 815,476 Commercial Bank and Trust Company of Troup County 32,457 65,011 32,623 65,559 27,442 55,825 Commercial Bank of Thomasville 49,355 98,706 48,416 96,828 45,790 92,223 Security Bank and Trust Company of Albama 55,350 110,693 53,011 106,014 51,045 102,150 Sumter Bank and Trust Company 36,629 73,269 34,401 68,844 32,793 66,899 The Coastal Bank of Georgia 47,173 94,787 47,588 95,620 50,936 102,879 First State Bank and Trust Company 39,028 78,397 41,102 82,591 38,861 78,740 Bank of Hazlehurst 16,168 32,421 15,717 31,431 17,325 35,296 Cohutta Banking Company 35,579 71,204 33,176 66,346 37,499 75,175 Bank of Coweta 54,907 109,805 59,053 118,363 55,483 111,311 Citizens Bank & Trust of West Georgia 83,006 165,999 77,841 155,672 73,046 146,927 Synovus Securities, Inc. 164,216 329,372 131,227 262,198 85,699 172,330 The Quincy State Bank 29,761 59,516 29,993 59,980 31,033 62,186 Community Bank and Trust of Southeast Alabana 24,296 48,588 26,697 53,504 32,646 65,320 Tallahassee State Bank 21,330 42,655 18,463 36,924 15,371 30,863 CB&T Bank of Middle Georgia 36,272 72,968 40,387 80,767 37,125 74,369 First Community Bank of Tifton 38,078 76,782 38,497 77,252 35,938 71,974 Synovus Technologies, Inc. -- -- 189,541 379,644 177,094 357,463 CB&T Bank of Russell County 35,272 70,540 34,066 68,127 35,687 71,495 Sea Island Bank 42,077 77,746 37,820 75,636 35,172 71,294 Citizens First Bank 39,006 78,109 36,365 72,724 38,553 78,399 First Coast Community Bank 20,358 41,329 19,329 38,655 18,388 37,313 Bank of Pensacola 38,046 76,086 34,604 69,203 28,157 57,108 Vanguard Bank and Trust 63,060 127,072 53,102 106,896 49,556 99,744 The National Bank of Walton County 36,448 72,890 37,635 75,266 32,300 65,508 Athens First Bank & Trust Co. 131,285 262,557 124,251 248,493 121,133 242,503 The Citizens Bank of Fort Valley 15,623 31,244 14,337 28,714 16,653 33,308 The Citizens Bank of Cochran 10,789 21,578 10,306 20,610 10,315 20,631 First Commercial Bank of Birmingham 109,881 219,761 101,537 203,061 99,586 196,945 First National Bank of Jasper 83,830 167,647 81,383 162,411 77,634 155,383 Sterling Bank 32,077 64,149 32,318 64,632 30,369 60,759 The Bank of Tuscaloosa 44,183 88,359 43,140 86,273 43,479 86,952 First Commercial Bank of Huntsville 39,329 78,652 34,762 69,520 32,767 65,531 Peachtree National Bank 48,824 97,642 45,444 91,014 44,062 88,710 Synovus Mortgage Corp. 198,435 392,059 106,690 212,478 38,688 77,592 Citizens & Merchants State Bank 27,189 54,374 31,469 62,933 28,828 57,656 Synovus Trust Company 138,387 277,526 131,951 264,359 134,887 270,964 Synovus Service Corp. -- -- 195,237 392,609 207,938 417,575 The National Bank of South Carolina 247,187 494,371 231,542 462,991 231,348 463,006 Bank of North Georgia 205,409 410,911 131,570 263,127 119,714 239,457 Georgia Bank & Trust 28,504 57,002 26,223 52,440 27,780 53,337 Synovus Trust Company of Florida 9,755 19,509 7,633 15,266 -- -- Synovus Trust Company of Alabama 27,914 55,827 15,384 30,768 -- -- Charter Bank and Trust Co. 42,226 84,446 42,034 84,064 -- -- Merit Leasing Corp. 3,046 6,091 1,491 2,982 -- -- Mountain National Bank 36,096 72,187 33,733 67,462 -- -- Total Technology Ventures 3,006 6,012 2,562 5,125 -- -- ProCard 90,082 180,078 42,947 85,893 -- -- Synovus Insurance of Georgia 9,832 19,663 8,505 17,010 -- -- Pointpathbank 30,603 61,274 10,718 21,434 -- -- TSYS Total Debt Management, Inc. 50,266 101,323 20,489 40,976 -- -- Creative Financial Group 16,237 32,472 -- -- -- -- ------------- ------------ ------------ ----------- ---------- ----------- Total contributions $3,697,695 7,392,598 3,307,572 6,620,926 2,968,499 5,958,921 ============ ============ ============ =========== ========== ===========
6 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 (4) Unrealized Appreciation (Depreciation) of Synovus Common Stock Changes in unrealized appreciation (depreciation) on Synovus common stock are as follows:
2001 2000 1999 ------------------- -------------------- -------------------- Unrealized appreciation at end of year $ 25,610,103 39,159,305 24,992,388 Unrealized appreciation at beginning of year 39,159,305 24,992,388 44,740,705 ------------------- -------------------- -------------------- Unrealized appreciation (depreciation) for the year $ (13,549,202) 14,166,917 (19,748,317) =================== ==================== ====================
(5) Realized Gain on Withdrawal Distributions to Participants The gain realized on withdrawal distributions to participants is summarized as follows:
2001 2000 1999 -------------------- -------------------- ------------------- Market value at dates of distribution or redemption of shares of Synovus common stock $ 17,437,311 12,738,838 14,788,895 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 8,380,602 7,567,322 7,050,001 -------------------- -------------------- ------------------- Total realized gain $ 9,056,709 5,171,516 7,738,894 ==================== ==================== ===================
7 EX-99.2 5 ex99-2.txt ANNUAL REPT. ON FORM 11-K FOR THE SYNOVUS DSPP FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ----------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------ ----------------------- Commission file number 1-10312 ---------------------------------------------------------- SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN SYNOVUS FINANCIAL CORP. 901 FRONT AVENUE SUITE 301 COLUMBUS, GEORGIA 31901 (706) 649-5220 Exhibit 99.2 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Financial Statements December 31, 2001, 2000, and 1999 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Plan Administrator Synovus Financial Corp. Director Stock Purchase Plan: We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2001 and 2000 and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2001 and 2000 and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/KPMG LLP March 1, 2002 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Financial Condition December 31, 2001 and 2000
Assets 2001 2000 ----------- ----------- Common stock of Synovus Financial Corp. at market value- 2,466,983 shares (cost $19,655,351) in 2001 and 2,660,895 shares (cost $17,746,132) in 2000 (note 2) $61,797,927 71,679,187 Dividends receivable 302,722 293,800 ----------- ----------- $62,100,649 71,972,987 =========== =========== Liabilities and Plan Equity Plan equity (539 and 521 participants in 2001 and 2000, respectively) $62,100,649 71,972,987 =========== ===========
See accompanying notes to financial statements. 2 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Operations and Changes in Plan Equity Years ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ----------- ----------- Dividend income $ 1,260,072 1,223,597 1,273,695 Realized gain on distributions to participants (note 5) 7,142,245 11,976,879 10,055,500 Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4) (11,790,479) 5,593,136 (25,581,525) Contributions (notes 1 and 3): Participants 2,154,189 1,894,675 1,804,619 Synovus Financial Corp. and participating subsidiaries 1,077,111 946,468 900,536 ----------- ----------- ----------- (156,862) 21,634,755 (11,547,175) Withdrawals by participants - common stock of Synovus Financial Corp. at market value (356,420 shares in 2001, 977,291 shares in 2000, and 653,778 shares in 1999) (note 5) (9,715,476) (17,933,043) (13,533,548) ----------- ----------- ----------- (Decrease) increase in Plan equity for the year (9,872,338) 3,701,712 (25,080,723) Plan equity at beginning of year 71,972,987 68,271,275 93,351,998 ----------- ----------- ----------- Plan equity at end of year $62,100,649 71,972,987 68,271,275 =========== =========== ===========
See accompanying notes to financial statements. 3 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 (1) Description of the Plan The Synovus Financial Corp. Director Stock Purchase Plan (the Plan) was implemented as of January 1, 1985. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries' directors to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and participating subsidiaries (the Participating Companies). Synovus serves as the Plan administrator. State Street Bank and Trust Company serves as the Plan agent, hereafter referred to as "Agent". Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the board of directors of any of the Participating Companies is eligible to participate in the Plan. Participants may contribute to the Plan only through cash contributions, automatic transfers of contributions from their designated demand deposit accounts, or a combination thereof. Prior to October 1, 2000, participant contributions could not exceed $1,000 per calendar quarter. Effective October 1, 2000, participant contributions cannot exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by the participating companies in an amount equal to one-half of each participant's contribution. All contributions to the Plan vest immediately. The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers' fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant. The Plan provides that upon termination of participation in the Plan, each former participant will receive the shares of Synovus common stock held on his behalf by the Agent, together with a check for any fractional share interest and any remaining cash balance. A participant who terminates his participation in the Plan may not reenter the Plan until the expiration of a six-month waiting period. Participation in the Plan shall automatically terminate upon termination of a participant's status as a board of directors member whether by death, retirement, resignation, or otherwise. Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him or the Participating Companies prior to the date of such amendment or termination. Synovus reserves the right to suspend Participating Company contributions to the Plan if its board of directors feels that Synovus' financial condition warrants such action. (2) Summary of Accounting Policies The investment in Synovus common stock is stated at market value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such security is traded. The December 31, 2001 and 2000 market values were $25.05 and $26.938 per share, respectively. 4 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 The realized gain on distributions to participants is determined by computing the difference between the average cost per share and the market value per share at the date of the distribution to the participants. Dividend income is accrued on the record date. Contributions by participants and Participating Companies, as well as withdrawals, are accounted for on the accrual basis. The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by the participating company. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 5 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 (3) Contributions Contributions by Participating Companies and by participants are as follows:
2001 2000 1999 ------------------------- ---------------------- --------------------- Participating company Company Participants Company Participants Company Participants - --------------------------------- ----------- ------------- ------- ------------ ------- ------------ Synovus Financial Corp. $ 168,334 336,667 69,000 138,000 29,500 59,000 Columbus Bank and Trust Company 88,668 177,332 90,668 181,499 107,838 215,645 Commercial Bank and Trust Company of Troup County 28,667 57,333 28,667 57,333 29,500 59,000 Commercial Bank of Thomasville 24,000 48,000 23,000 46,000 21,000 42,000 Security Bank and Trust Company of Albany 39,000 78,000 38,667 77,333 34,000 68,000 Sumter Bank and Trust Company 21,000 42,000 22,667 45,333 28,500 57,000 The Coastal Bank of Georgia 37,834 75,666 37,334 74,666 36,000 72,000 First State Bank and Trust Company 26,000 52,000 23,000 46,000 19,000 38,000 Bank of Hazlehurst 16,000 32,000 13,833 27,667 16,000 32,000 Cohutta Banking Company 13,334 26,666 13,333 26,667 12,500 25,000 Bank of Coweta 25,500 51,000 25,000 50,000 27,000 54,000 Citizens Bank and Trust of West Georgia 38,556 77,111 39,334 78,666 40,000 80,000 First Community Bank of Tifton 21,000 41,999 24,000 48,000 24,000 48,000 The Quincy State Bank 27,334 54,666 22,834 45,666 18,000 36,000 Community Bank & Trust of Southeast Alabama 16,500 33,000 14,500 29,000 22,500 45,000 CB&T Bank of Middle Georgia 25,667 51,333 24,778 49,555 26,400 52,800 First Coast Community Bank 17,834 35,666 17,334 34,666 18,056 36,111 CB&T Bank of Russell County 12,112 24,222 12,890 25,778 13,332 26,666 Sea Island Bank 24,667 49,333 24,945 49,889 20,834 41,666 Citizens First Bank 22,834 45,666 23,000 46,000 24,667 49,333 Athens First Bank and Trust Co. 24,000 48,000 22,500 45,000 15,000 33,000 Vanguard Bank and Trust 18,500 37,000 20,000 40,000 20,000 40,000 Bank of Pensacola 22,556 45,111 19,833 39,667 18,000 36,000 First Commercial Bank of Birmingham 24,667 49,333 24,000 48,000 26,000 51,999 The Bank of Tuscaloosa 39,000 78,000 36,001 72,000 36,833 73,666 Sterling Bank 24,000 47,999 22,500 45,000 22,000 44,000 First National Bank of Jasper 22,667 45,333 22,278 44,555 18,667 37,334 First Commercial Bank of Huntsville 25,334 50,666 24,834 49,666 22,056 44,667 Tallahassee State Bank 10,000 20,000 10,667 21,333 12,000 24,000 Peachtree National Bank 25,000 50,000 26,000 52,000 28,000 56,000 Citizens Bank of Fort Valley 10,667 21,333 10,667 21,333 11,667 23,333 The Citizens Bank of Cochran 8,278 16,555 4,055 8,111 4,666 9,333 Charter Bank and Trust Co. 15,667 31,333 12,000 24,000 -- -- Citizens & Merchants State Bank 24,500 49,000 23,667 47,333 24,000 48,000 The National Bank of South Carolina 37,667 75,333 37,000 74,000 38,834 77,666 Bank of North Georgia 41,100 82,200 34,167 68,333 30,200 60,400 Georgia Bank & Trust 6,667 13,333 5,515 12,626 2,986 6,000 Synovus Trust Company 2,000 4,000 2,000 4,000 1,000 2,000 ----------- ------------- -------- ------------ ------- ------------ Total contributions $ 1,077,111 2,154,189 946,468 1,894,675 900,536 1,804,619 =========== ============= ======== ============ ======= ============
6 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001, 2000, and 1999 (4) Unrealized Appreciation (Depreciation) of Synovus Common Stock Changes in unrealized appreciation (depreciation) of Synovus common stock are as follows:
2001 2000 1999 ------------------- -------------------- -------------------- Unrealized appreciation at end of year $ 42,142,576 53,933,055 48,339,919 Unrealized appreciation at beginning of year 53,933,055 48,339,919 73,921,444 ------------------- -------------------- -------------------- Unrealized (depreciation) appreciation for the year $ (11,790,479) 5,593,136 (25,581,525) ================== ==================== ====================
(5) Realized Gain on Withdrawal Distributions to Participants The realized gain on withdrawal distributions to participants is summarized as follows:
2001 2000 1999 ------------------- -------------------- -------------------- Market value at date of distribution or redemption of shares of Synovus common stock $ 9,715,476 17,933,043 13,533,548 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 2,573,232 5,956,164 3,478,048 ------------------- -------------------- -------------------- $ 7,142,245 11,976,879 10,055,500 =================== ==================== ====================
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