-----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, QlqoOYFsJEhnXH53zGqQaDhd59nPVlUaDD4SzSzzpkqYacLYFf3J1XSOImxU4xAL wPhZUMYiD1ixoxC7PnOAQA== 0000018349-03-000025.txt : 20030422 0000018349-03-000025.hdr.sgml : 20030422 20030422152321 ACCESSION NUMBER: 0000018349-03-000025 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030422 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: 03658343 BUSINESS ADDRESS: STREET 1: 901 FRONT AVENUE STREET 2: STE 202 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: 901 FRONT AVE STREET 2: STE 202 PO 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 10-K/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, 2002 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. [ ] 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, 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 ------- ----------- 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. 3 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. 5 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 EX-23.1 3 ex231.txt INDEPENDENT AUDITORS' CONSENTS Exhibit 23.1 Independent Auditors' Consent The Board of Directors Synovus Financial Corp.: We consent to the incorporation by reference in the Registration Statements (No. 2-93472 and 33-60473) on Form S-8 of Synovus Financial Corp. of our report dated April 11, 2003, relating to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2002 and 2001, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 11-K of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.1 to the December 31, 2002 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp. /s/KPMG LLP Atlanta, Georgia April 21, 2003 Independent Auditors' Consent The Board of Directors Synovus Financial Corp.: We consent to the incorporation by reference in the Registration Statements (No. 2-94639 and 33-60475) on Form S-8 of Synovus Financial Corp. of our report dated April 11, 2003, relating to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2002 and 2001, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 11-K of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.2 to the December 31, 2002 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp. /s/KPMG LLP Atlanta, Georgia April 21, 2003 EX-99.1 4 ex991.txt FORM 11-K FOR THE SYNOVUS EMPLOYEE STOCK PURCHASE PLAN Exhibit 99.1 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, 2002 ------------------------------------------------------ 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 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Financial Statements December 31, 2002, 2001, and 2000 (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, 2002 and 2001, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2002. 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, 2002 and 2001, 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, 2002 in conformity with accounting principles generally accepted in the United States of America. April 11, 2003 /s/KPMG LLP SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Statements of Financial Condition December 31, 2002 and 2001
2002 2001 ------------ ------------ ASSETS Common stock of Synovus Financial Corp. at market value - 2,507,469 shares (cost $41,725,679) in 2002 and 2,490,767 shares (cost $36,757,923) in 2001 (note 2) $ 48,644,895 62,368,026 Dividends receivable 370,175 317,735 Cash 502,514 482,005 ------------ ------------ $ 49,517,584 63,167,766 ============ ============ LIABILITIES AND PLAN EQUITY Plan equity (4,577 and 5,426 participants in 2002 and 2001, respectively) $ 49,517,584 63,167,766 ============ ============
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, 2002, 2001, and 2000
2002 2001 2000 ------------- ------------ ------------ Dividend income $ 1,452,578 1,279,615 1,186,878 Realized gain on distributions to participants (note 5) 5,036,924 9,056,709 5,171,516 Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4) (18,690,887) (13,549,202) 14,166,917 Contributions (notes 1 and 3): Participants 7,991,626 7,392,598 6,620,926 Participating employers 3,995,292 3,697,695 3,307,572 ------------- ------------ ------------ (214,467) 7,877,415 30,453,809 Withdrawals by participants - common stock of Synovus Financial Corp. at market value (531,105 shares in 2002, 627,031 shares in 2001, and 655,064 shares in 2000) - (note 5) (13,435,715) (17,437,311) (12,738,838) ------------- ------------ ------------ (Decrease) increase in Plan equity for the year (13,650,182) (9,559,896) 17,714,971 Plan equity at beginning of year 63,167,766 72,727,662 55,012,691 ------------- ------------ ------------ Plan equity at end of year $ 49,517,584 63,167,766 72,727,662 ============= ============ ============
See accompanying notes to financial statements. 3 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (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. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred to as "Agent." Through June 30, 2002, all employees who worked twenty hours per week or more were eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. Effective July 1, 2002, the Plan was amended to allow employees who work twenty hours per week or more to become eligible to participate in the plan on the first payroll date after completing three months of continuous employment. 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. Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum contribution ranges from 3% to 7% of compensation, based on years of service. Through June 30, 2002, the minimum contribution percentage was 0.5% of compensation. Effective July 1, 2002, the minimum allowable contribution is 1% of compensation. 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 each participant may withdraw at any time all or some of his account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were 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 (Continued) 4 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 right to the benefit of contributions made by him or his employer prior to the date of such amendment or termination. 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, 2002 and 2001 market values were $19.40 and $25.05 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. (Continued) 5 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (3) CONTRIBUTION Contributions by Participating Employers and by participants are as follows:
2002 2001 2000 ---------------------------- ---------------------------- ----------------------------- PARTICIPATING PARTICIPATING PARTICIPATING PARTICIPATING EMPLOYERS EMPLOYERS PARTICIPANTS EMPLOYERS PARTICIPANTS EMPLOYERS PARTICIPANTS - --------------------------------------- ------------- ------------ ------------- ------------ ------------- ------------ Synovus Financial Corp. $ 754,288 1,510,390 659,656 1,321,014 238,201 476,402 Columbus Bank and Trust Company 333,828 667,614 320,172 640,925 371,061 743,835 Commercial Bank and Trust Company of Troup County 34,908 69,809 32,457 65,011 32,623 65,559 Commercial Bank of Thomasville 52,010 104,012 49,355 98,706 48,416 96,828 Security Bank and Trust Company of Albany 48,014 95,965 55,350 110,693 53,011 106,014 Sumter Bank and Trust Company 40,832 81,660 36,629 73,269 34,401 68,844 The Coastal Bank of Georgia 47,833 95,661 47,173 94,787 47,588 95,620 First State Bank and Trust Company 39,685 79,362 39,028 78,397 41,102 82,591 Bank of Hazlehurst 15,477 30,952 16,168 32,421 15,717 31,431 Cohutta Banking Company 40,439 80,872 35,579 71,204 33,176 66,346 Bank of Coweta 55,863 111,718 54,907 109,805 59,053 118,363 Citizens Bank & Trust of West Georgia 86,381 172,749 83,006 165,999 77,841 155,672 Synovus Securities, Inc. 187,350 374,689 164,216 329,372 131,227 262,198 The Quincy State Bank 30,276 60,548 29,761 59,516 29,993 59,980 Community Bank and Trust of Southeast Alabama 24,485 48,966 24,296 48,588 26,697 53,504 Tallahassee State Bank 21,436 42,869 21,330 42,655 18,463 36,924 CB&T Bank of Middle Georgia 41,018 82,031 36,272 72,968 40,387 80,767 First Community Bank of Tifton 40,694 81,382 38,078 76,782 38,497 77,252 Synovus Technologies, Inc. -- -- -- -- 189,541 379,644 CB&T Bank of Russell County 34,326 68,647 35,272 70,540 34,066 68,127 Sea Island Bank 35,718 71,429 42,077 77,746 37,820 75,636 Citizens First Bank 41,777 83,547 39,006 78,109 36,365 72,724 First Coast Community Bank 24,932 49,861 20,358 41,329 19,329 38,655 Bank of Pensacola 76,836 153,334 38,046 76,086 34,604 69,203 Vanguard Bank and Trust 65,984 131,956 63,060 127,072 53,102 106,896 The National Bank of Walton County 37,535 75,064 36,448 72,890 37,635 75,266 Athens First Bank & Trust Co. 139,416 278,815 131,285 262,557 124,251 248,493 The Citizens Bank of Fort Valley 18,380 36,757 15,623 31,244 14,337 28,714 The Citizens Bank of Cochran 10,158 20,314 10,789 21,578 10,306 20,610 First Commercial Bank of Birmingham 124,945 249,877 109,881 219,761 101,537 203,061 First National Bank of Jasper 84,556 169,098 83,830 167,647 81,383 162,411 Sterling Bank 34,570 69,135 32,077 64,149 32,318 64,632 The Bank of Tuscaloosa 43,352 86,697 44,183 88,359 43,140 86,273 First Commercial Bank of Huntsville 43,909 87,812 39,329 78,652 34,762 69,520 Peachtree National Bank 48,987 97,967 48,824 97,642 45,444 91,014 Synovus Mortgage Corp. 217,767 435,517 198,435 392,059 106,690 212,478 Citizens & Merchants State Bank 25,424 50,845 27,189 54,374 31,469 62,933 Synovus Trust Company 161,567 323,119 138,387 277,526 131,951 264,359 Synovus Service Corp. -- -- -- -- 195,237 392,609 The National Bank of South Carolina 253,789 507,539 247,187 494,371 231,542 462,991 Bank of North Georgia 248,713 497,407 205,409 410,911 131,570 263,127 Georgia Bank & Trust 34,056 68,107 28,504 57,002 26,223 52,440 Synovus Trust Company of Florida 12,456 24,911 9,755 19,509 7,633 15,266 Synovus Trust Company of Alabama 27,780 55,557 27,914 55,827 15,384 30,768 Charter Bank and Trust Co. 40,056 80,106 42,226 84,446 42,034 84,064 Merit Leasing Corp. 2,855 5,710 3,046 6,091 1,491 2,982 Mountain National Bank 38,291 76,577 36,096 72,187 33,733 67,462 Total Technology Ventures 3,029 6,057 3,006 6,012 2,562 5,125 ProCard 85,369 170,731 90,082 180,078 42,947 85,893 Synovus Insurance of Georgia 10,461 20,921 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 44,812 89,621 16,237 32,472 -- -- GLOBALT, Inc. 18,284 36,567 -- -- -- -- Machinery Leasing Co., Inc. 654 1,314 -- -- -- -- The Bank of Nashville 9,731 19,461 -- -- -- -- ------------- --------- --------- --------- --------- --------- Total contributions $ 3,995,292 7,991,626 3,697,695 7,392,598 3,307,572 6,620,926 ============= ========== ========= ========= ========= =========
(Continued) 6 SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (4) UNREALIZED (DEPRECIATION) APPRECIATION OF SYNOVUS COMMON STOCK Changes in unrealized (depreciation) appreciation of Synovus common stock are as follows:
2002 2001 2000 ------------- ----------- ---------- Unrealized appreciation at end of year $ 6,919,216 25,610,103 39,159,305 Unrealized appreciation at beginning of year 25,610,103 39,159,305 24,992,388 ------------- ----------- ---------- Unrealized appreciation (depreciation) for the year $ (18,690,887) (13,549,202) 14,166,917 ============= =========== ==========
(5) REALIZED GAIN ON WITHDRAWAL DISTRIBUTIONS TO PARTICIPANTS The gain realized on withdrawal distributions to participants is summarized as follows:
2002 2001 2000 ------------- ----------- ---------- Market value at dates of distribution or redemption of shares of Synovus common stock $ 13,435,715 17,437,311 12,738,838 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 8,398,791 8,380,602 7,567,322 ------------- ----------- ---------- Total realized gain $ 5,036,924 9,056,709 5,171,516 ============= =========== ==========
7 EX-99.2 5 ex992.txt FORM 11-K FOR THE SYNOVUS DIRECTOR STOCK PURCHASE PLAN Exhibit 99.2 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, 2002 ------------------------------------------------------ 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 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Financial Statements December 31, 2002, 2001, and 2000 (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, 2002 and 2001, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2002. 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, 2002 and 2001, 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, 2002 in conformity with accounting principles generally accepted in the United States of America. April 11, 2003 /s/KPMG LLP SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Financial Condition December 31, 2002 and 2001
2002 2001 ------------ ------------ ASSETS Common stock of Synovus Financial Corp. at market value - 2,506,568 shares (cost $22,782,686) in 2002 and 2,466,983 shares (cost $19,655,351) in 2001 (note 2) $ 48,627,422 61,797,927 Dividends receivable 356,126 302,722 ------------ ------------ $ 48,983,548 62,100,649 ============ ============ LIABILITIES AND PLAN EQUITY Plan equity (567 and 539 participants in 2002 and 2001, respectively) $ 48,983,548 62,100,649 ============ ============
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, 2002, 2001, and 2000
2002 2001 2000 ------------- ------------ ------------ Dividend income $ 1,416,585 1,260,072 1,223,597 Realized gain on distributions to participants (note 5) 2,566,158 7,142,245 11,976,879 Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4) (16,297,840) (11,790,479) 5,593,136 Contributions (notes 1 and 3): Participants 2,147,462 2,154,189 1,894,675 Synovus Financial Corp. and participating subsidiaries 1,073,731 1,077,111 946,468 ------------- ------------ ------------ (9,093,904) (156,862) 21,634,755 Withdrawals by participants - common stock of Synovus Financial Corp. at market value (167,638 shares in 2002, 356,420 shares in 2001, and 977,291 shares in 2000) (note 5) (4,023,197) (9,715,476) (17,933,043) ------------- ------------ ------------ (Decrease) increase in Plan equity for the year (13,117,101) (9,872,338) 3,701,712 Plan equity at beginning of year 62,100,649 71,972,987 68,271,275 ------------- ------------ ------------ Plan equity at end of year $ 48,983,548 62,100,649 71,972,987 ============= ============ ============
See accompanying notes to financial statements. 3 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (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. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, 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 automatic transfers of contributions from their designated demand deposit accounts. Participant contributions by directors of subsidiaries may not exceed $1,000 per calendar quarter. Contributions by directors of Synovus may not 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 each participant may withdraw at any time all or part of the full number of shares in his account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his discretion, the full number of shares of Synovus common stock held on his behalf by the Agent, together with a check for any fractional share interest, or a lump-sum cash distribution for the proceeds of the sale of all shares held by the Agent on his behalf. 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. (Continued) 4 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (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, 2002 and 2001 market values were $19.40 and $25.05 per share, respectively. 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. (Continued) 5 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (3) CONTRIBUTIONS Contributions by Participating Companies and by participants are as follows:
2002 2001 2000 ---------------------------- ---------------------------- ----------------------------- PARTICIPATING PARTICIPATING PARTICIPATING PARTICIPATING COMPANY COMPANIES PARTICIPANTS COMPANIES PARTICIPANTS COMPANIES PARTICIPANTS - --------------------------------------- ------------- ------------ ------------- ------------ ------------- ------------ Synovus Financial Corp. $ 149,667 299,334 168,334 336,667 69,000 138,000 Columbus Bank and Trust Company 83,000 166,000 88,668 77,332 90,668 181,499 Commercial Bank and Trust Company of Troup County 28,667 57,334 28,667 57,333 28,667 57,333 Commercial Bank of Thomasville 24,000 48,000 24,000 48,000 23,000 46,000 Security Bank and Trust Company of Albany 36,000 72,000 39,000 78,000 38,667 77,333 Sumter Bank and Trust Company 24,000 48,000 21,000 42,000 22,667 45,333 The Coastal Bank of Georgia 42,000 84,000 37,834 75,666 37,334 74,666 First State Bank and Trust Company 29,000 58,000 26,000 52,000 23,000 46,000 Bank of Hazlehurst 15,000 30,000 16,000 32,000 13,833 27,667 Cohutta Banking Company 12,722 25,444 13,334 26,666 13,333 26,667 Bank of Coweta 22,000 44,000 25,500 51,000 25,000 50,000 Citizens Bank and Trust of West Georgia 35,334 70,668 38,556 77,111 39,334 78,666 First Community Bank of Tifton 22,500 45,000 21,000 41,999 24,000 48,000 The Quincy State Bank 24,166 48,332 27,334 54,666 22,834 45,666 Community Bank & Trust of Southeast Alabama 19,500 39,000 16,500 33,000 14,500 29,000 CB&T Bank of Middle Georgia 26,833 53,667 25,667 51,333 24,778 49,555 First Coast Community Bank 16,608 33,217 17,834 35,666 17,334 34,666 CB&T Bank of Russell County 11,833 23,667 12,112 24,222 12,890 25,778 Sea Island Bank 24,167 48,333 24,667 49,333 24,945 49,889 Citizens First Bank 22,000 44,000 22,834 45,666 23,000 46,000 Athens First Bank and Trust Co. 21,500 43,000 24,000 48,000 22,500 45,000 Vanguard Bank and Trust 22,000 44,000 18,500 37,000 20,000 40,000 Bank of Pensacola 40,000 80,000 22,556 45,111 19,833 39,667 First Commercial Bank of Birmingham 27,667 55,333 24,667 49,333 24,000 48,000 The Bank of Tuscaloosa 40,167 80,333 39,000 78,000 36,001 72,000 Sterling Bank 24,667 49,333 24,000 47,999 22,500 45,000 First National Bank of Jasper 22,667 45,333 22,667 45,333 22,278 44,555 First Commercial Bank of Huntsville 27,056 54,112 25,334 50,666 24,834 49,666 Tallahassee State Bank 11,833 23,667 10,000 20,000 10,667 21,333 Peachtree National Bank 27,000 54,000 25,000 50,000 26,000 52,000 Citizens Bank of Fort Valley 12,500 25,000 10,667 21,333 10,667 21,333 The Citizens Bank of Cochran 8,167 16,333 8,278 16,555 4,055 8,111 Charter Bank and Trust Co. 17,000 34,000 15,667 31,333 12,000 24,000 Citizens & Merchants State Bank 16,000 32,000 24,500 49,000 23,667 47,333 The National Bank of South Carolina 36,166 72,333 37,667 75,333 37,000 74,000 Bank of North Georgia 41,844 83,689 41,100 82,200 34,167 68,333 Georgia Bank & Trust 7,000 14,000 6,667 13,333 5,515 12,626 Synovus Trust Company 1,500 3,000 2,000 4,000 2,000 4,000 ------------- --------- --------- --------- ------- --------- Total contributions $ 1,073,731 2,147,462 1,077,111 2,154,189 946,468 1,894,675 ============= ========= ========= ========= ======= =========
(Continued) 6 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2002, 2001, and 2000 (4) Unrealized (Depreciation) Appreciation of Synovus Common Stock Changes in unrealized (depreciation) appreciation of Synovus common stock are as follows:
2002 2001 2000 ------------- ----------- ---------- Unrealized appreciation at end of year $ 25,844,736 42,142,576 53,933,055 Unrealized appreciation at beginning of year 42,142,576 53,933,055 48,339,919 ------------- ----------- ---------- Unrealized appreciation (depreciation) for the year $ (16,297,840) (11,790,479) 5,593,136 ============= =========== ==========
(5) Realized Gain on Withdrawal Distrubutions to Participants The realized gain on withdrawal distributions to participants is summarized as follows:
2002 2001 2000 ------------- ----------- ---------- Market value at dates of distribution or redemption of shares of Synovus common stock $ 4,023,197 9,715,476 17,933,043 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 1,457,039 2,573,231 5,956,164 ------------- ----------- ---------- Total realized gain $ 2,566,158 7,142,245 11,976,879 ============= =========== ==========
7 EX-99.3 6 ex993.txt CERTIFICATION CEO Exhibit 99.3 CERTIFICATION OF PERIODIC REPORT -------------------------------- I, James H. Blanchard, Chief Executive Officer of Synovus Financial Corp. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) Amendment No. 1 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Dated: April 22, 2003 /s/James H. Blanchard ------------------------------------ James H. Blanchard Chief Executive Officer SNV\Amend.-certify.doc EX-99.4 7 ex994.txt CERTIFICATION CFO Exhibit 99.4 CERTIFICATION OF PERIODIC REPORT -------------------------------- I, Thomas J. Prescott, Chief Financial Officer of Synovus Financial Corp. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) Amendment No. 1 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Dated: April 22, 2003 /s/Thomas J. Prescott ------------------------------------- Thomas J. Prescott Chief Financial Officer SNV\Amend.-certify.doc -----END PRIVACY-ENHANCED MESSAGE-----