0000018349-07-000105.txt : 20070425 0000018349-07-000105.hdr.sgml : 20070425 20070425140536 ACCESSION NUMBER: 0000018349-07-000105 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070425 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: 07787034 BUSINESS ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 10-K/A 1 snv11k.htm SYNOVUS FINANCIAL CORP. FORM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2006

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 or organization)	(I.R.S. Employer Identification No.)

1111 Bay Avenue Suite 500, Columbus, Georgia	31901
(Address of principal executive offices) (Registrant’s telephone number, including area code)	(Zip Code) (706) 649-5220

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $1.00 Par Value

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES x

NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

YES o

NO x

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 o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated Filer o

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o

NO x

As of June 30, 2006, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $6,776,544,000 based on the closing sale price as reported on the New York Stock Exchange.

As of February 20, 2007, there were 326,607,166 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Documents	Form 10-K Reference Locations
Portions of the 2007 Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 2007 (“Proxy Statement”)	Part III
Financial Appendix for the year ended December 31, 2006 to the Proxy Statement (“Financial Appendix”)	Parts I, II, III and IV

The undersigned registrant hereby amends Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2006 by adding Exhibit 99.2, the Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2006 and by adding Exhibit 99.3, the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2006 as set forth below and in the attached exhibits.

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1.

Financial Statements

The following consolidated financial statements of Synovus and our subsidiaries are incorporated by reference from pages F-2 through F-48 of the Financial Appendix.

Consolidated Balance Sheets - December 31, 2006 and 2005

Consolidated Statements of Income - Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income - Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Cash Flows - Years Ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (on consolidated financial statements)

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (on management’s assessment of internal controls)

Financial Statement Schedules

Financial Statement Schedules - None applicable because the required information has been incorporated in the consolidated financial statements and notes thereto of Synovus and our subsidiaries which are incorporated in this document by reference.

Exhibits

The following exhibits are filed herewith or are incorporated to other documents

previously filed with the Securities and Exchange Commission. Exhibits 10.1 through 10.26 pertain to executive compensation plans and arrangements. With the exception of those portions of the Financial Appendix and Proxy Statement that are expressly incorporated by reference in this Form 10-K, such documents are not to be deemed filed as part of this Form 10-K.

Exhibit

Number Description

3.1

Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the SEC on May 10, 2006.

3.2

Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.2 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the SEC on May 10, 2006.

10.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10.1

Incentive Bonus Plan of Synovus, incorporated by reference to Exhibit 10.5 of Synovus’ Registration Statement on Form S-1 filed with the SEC on December 18, 1990 (File No. 33-38244).

10.2

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 SEC on March 22, 2000.

10.3

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 SEC on March 21, 2002.

10.4

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 SEC on March 21, 2002.

10.5

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 SEC on March 21, 2002.

10.6

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 SEC on March 29, 1993.

10.7

Agreement in Connection with Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.7 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006.

10.8

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 SEC on March 29, 1993.

10.9

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 SEC on March 28, 1994.

10.10

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 SEC on March 24, 1995.

10.11

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 SEC on March 24, 1995.

10.12

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 SEC on March 21, 2002.

10.13

Amendment Number One to Synovus Financial Corp./Total System Services, Inc. Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 8, 2005, as filed with the SEC on July 12, 2005.

10.14

Synovus Financial Corp. Executive Cash Bonus Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on 8-K dated April 27, 2006, as filed with the SEC on April 27, 2006.

10.15

Change of Control Agreements for executive officers, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 20, 2005.

10.16

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 SEC on November 15, 1999.

10.17

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 SEC on March 22, 2000.

10.18

Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan; (ii) Synovus Financial Corp. 2000 Long-Term Incentive Plan; and (iii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 9, 2004.

10.19

Summary of Board of Directors Compensation.

10.20

Form of Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.

10.21

Form of Performance-Based Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.

10.22

Form of Non-Employee Director Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005.

10.23

Form of Stock Option Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.

10.24

Form of Restricted Stock Award Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.

10.25

Consulting Agreement of James H. Blanchard, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated October 18, 2006, as filed with the SEC on October 18, 2006.

10.26

Summary of Annual Base Salaries of Synovus’ Named Executive Officers.

21.1

Subsidiaries of Synovus Financial Corp.

23.1*

Consents of Independent Registered Public Accounting Firm.

24.1

Powers of Attorney contained on the signature pages of this 2006 Annual Report on Form 10-K and incorporated herein by reference.

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

Financial Appendix to the Proxy Statement for the Annual Meeting of Shareholders of Synovus to be held on April 25, 2007.

99.2*

Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2006.

99.3*

Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2006.

*Filed herewith

We agree to furnish the SEC, 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 our subsidiaries on a consolidated basis.

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.

April 25, 2007

By: /s/Richard E. Anthony

Richard E. Anthony,

Principal Executive Officer

Filings/snv11k.doc

EX-23.1 2 exhibit231consentletters.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Synovus Financial Corp.:

We consent to the 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 April 18, 2007, with respect to the statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2006, which report appears in the December 31, 2006 annual report on Form 11-K of the Synovus Financial Corp. Employee Stock Purchase Plan, included as Exhibit 99.2 to the December 31, 2006 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

Atlanta, Georgia

April 23, 2007

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Synovus Financial Corp.:

We consent to the 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 April 18, 2007, with respect to the statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2006, which report appears in the December 31, 2006 annual report on Form 11-K of the Synovus Financial Corp. Director Stock Purchase Plan, included as Exhibit 99.3 to the December 31, 2006 annual report on Form 10-K/A Amendment No. 1 of Synovus Financial Corp.

Atlanta, Georgia

April 23, 2007

EX-31.1 3 ex31111k.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard E. Anthony, 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 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 25, 2007

/s/Richard E. Anthony

Richard E. Anthony

Chief Executive Officer

Filings/SNV/ex311-11k.doc

EX-31.2 4 ex31211k.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER

EXHIBIT 31.2

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 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

(a)

(b)

(c)

(d)

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 25, 2007

/s/Thomas J. Prescott

Thomas J. Prescott

Chief Financial Officer

Filings/SNV/ex 31-2-11k.doc

EX-99.2 5 exhibit992snvempspp.htm ANNUAL REPORT ON FORM 11-K FOR THE SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN FOR THE YEAR ENDED DECEMBER 31, 2006

FORM 11-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

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.

1111 BAY AVENUE

SUITE 500

COLUMBUS, GEORGIA 31901

(706) 649-5220

Exhibit 99.2

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2006, 2005, and 2004

(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

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 (the Plan) as of December 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 Plan as of December 31, 2006 and 2005, 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, 2006 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia

April 18, 2007

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 2006 and 2005
Assets			2006	2005
Common stock of Synovus Financial Corp. at fair value –
	2,416,444 shares (cost $55,647,706) in 2006 and
	2,474,237 shares (cost $53,020,376) in 2005 (note 2)	$	74,498,981	66,829,155
Dividends receivable			472,734	452,296
Contributions receivable			691,815	629,248
		$	75,663,530	67,910,699
Liabilities and Plan Equity
Plan equity (4,476 and 4,606 participants in 2006 and 2005,
	respectively) (note 2)	$	75,663,530	67,910,699
See accompanying notes to financial statements.

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Operations and Changes in Plan Equity
Years ended December 31, 2006, 2005, and 2004
					2006	2005	2004
Dividend income				$	1,891,529	1,843,710	1,758,765
Realized gain on distributions to
	participants (note 5)				3,983,085	5,394,207	4,209,690
Unrealized appreciation (depreciation) of common
	stock of Synovus Financial Corp. (note 4)				5,042,496	(9,198,096)	(5,465,637)
Contributions (notes 1 and 3):
	Participants				10,935,315	9,993,103	8,999,239
	Participating employers				5,476,539	4,996,579	4,499,856
					27,328,964	13,029,503	14,001,913
Withdrawals by participants – common stock of
	Synovus Financial Corp. at fair value
	(703,082 shares in 2006, 675,345 shares in
	2005, and 620,532 shares in 2004) (note 5)				(19,576,133)	(19,295,801)	(15,871,751)
		Increase (decrease) in Plan equity
			for the year		7,752,831	(6,266,298)	(1,869,838)
Plan equity at beginning of year					67,910,699	74,176,997	76,046,835
Plan equity at end of year				$	75,663,530	67,910,699	74,176,997
See accompanying notes to financial statements.

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(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. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”

Through June 30, 2002, all employees who worked 20 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.

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 or her 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 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.

(Continued)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(2)

Summary of Accounting Policies

The investment in Synovus common stock is stated at fair 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, 2006 and 2005 fair values were $30.83 and $27.01 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 fair value per share at the date of the distribution to the participants, less transaction costs.

Dividend income is accrued on the record date.

The Plan’s investments include common stock of Synovus which is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.

Contributions by participants and Participating Employers are accounted for on the accrual basis.

Withdrawals are accounted for upon distribution. At December 31, 2006, plan investments include 7,042 shares held by 27 terminated employees who have not yet requested distribution in accordance with the terms of the Plan.

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.

Management of the Plan believes that the carrying amount of the receivables is a reasonable approximation of the fair value due to the short-term nature.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(3)	Contributions
	Contributions by Participating Employers and by participants are as follows:
			2006			2005		2004
Participating Employers			Participating Employers		Participants	Participating Employers	Participants	Participating Employers	Participants
	Synovus Financial Corp.		$	1,237,122	2,471,345	950,392	1,900,728	869,037	1,737,990
	Columbus Bank and Trust Company			474,800	949,024	413,281	826,478	375,739	751,434
	Commercial Bank and Trust Company
		of Troup County		32,634	65,268	34,721	69,435	32,888	65,771
	Commercial Bank of Thomasville			67,409	134,813	59,711	119,416	55,971	111,937
	Security Bank and Trust Company of Albany			49,890	99,776	45,679	91,353	45,712	91,949
	Sumter Bank and Trust Company			48,259	96,515	48,785	97,564	43,451	86,898
	The Coastal Bank of Georgia			62,753	125,427	53,951	107,895	53,010	106,015
	First State Bank and Trust Company			46,711	93,293	44,225	88,445	43,075	86,144
	Cohutta Banking Company			51,147	102,228	54,388	108,771	46,924	93,842
	Bank of Coweta			62,632	125,244	62,721	125,436	56,827	113,647
	Citizens Bank & Trust of West Georgia			92,512	184,875	101,758	203,503	96,844	193,674
	Synovus Securities, Inc.			201,024	394,642	310,009	620,433	252,190	504,374
	The Quincy State Bank			—	—	—	—	7,384	14,768
	Community Bank and Trust of
		Southeast Alabama		42,029	84,056	34,664	69,323	28,433	56,852
	Tallahassee State Bank			22,900	45,784	26,833	53,663	23,908	47,814
	CB&T Bank of Middle Georgia			44,240	88,356	47,846	95,686	47,131	94,258
	First Community Bank of Tifton			38,323	76,640	40,044	80,084	40,109	80,214
	CB&T of East Alabama*			39,960	79,920	38,073	76,141	38,095	76,186
	Sea Island Bank			63,705	127,405	53,008	106,010	43,140	86,275
	Citizens First Bank			43,033	86,047	44,537	89,069	41,825	83,645
	First Coast Community Bank			29,246	57,952	29,517	59,030	28,298	56,593
	Bank of Pensacola			107,707	215,240	103,597	207,185	87,118	174,229
	Vanguard Bank and Trust			69,447	138,888	66,796	133,582	62,517	125,025
	The National Bank of Walton County			38,189	75,849	43,807	87,609	41,630	83,254
	Athens First Bank & Trust Co.			150,133	299,890	150,307	300,600	143,596	287,178
	Citizens Bank of Fort Valley			18,885	37,770	18,803	37,604	16,877	33,753
	First Commercial Bank of Birmingham			201,370	402,448	175,218	350,418	160,728	321,439
	First National Bank of Jasper			95,648	191,209	95,440	190,867	91,255	182,497
	Sterling Bank			53,255	106,230	44,039	88,073	38,289	76,573
	The Bank of Tuscaloosa			63,515	126,972	62,944	125,881	55,719	111,433
	First Commercial Bank of Huntsville			65,666	131,261	59,169	118,330	55,036	110,064
	Peachtree National Bank			51,052	101,947	50,629	101,252	47,682	95,310
	Synovus Mortgage Corp.			215,915	431,691	171,157	342,303	168,012	336,004
	Citizens & Merchants State Bank			24,247	48,494	24,744	49,486	24,420	48,837
	Synovus Trust Company			245,332	489,877	233,262	466,506	204,107	408,200
	The National Bank of South Carolina			338,097	676,106	296,227	592,421	276,503	552,971
	Bank of North Georgia			322,803	645,592	316,769	633,512	269,249	538,474
	Georgia Bank & Trust			47,049	94,065	42,612	85,217	43,265	86,021
	Charter Bank and Trust Co.***			—	—	—	—	21,106	42,210
	Merit Leasing Corp.			2,661	5,322	3,029	6,057	2,868	5,737
	Mountain National Bank***			—	—	—	—	21,288	42,576
	Total Technology Ventures			10,547	21,094	7,439	14,878	3,680	7,360
	Synovus Insurance of Georgia			9,295	18,590	12,672	25,343	12,459	24,918
	Creative Financial Group			83,317	165,657	68,498	136,991	61,919	123,835
	GLOBALT, Inc.			56,392	112,782	50,618	101,234	50,043	100,083
	Machinery Leasing Co., Inc.			—	—	2,349	4,698	2,372	4,745
	The Bank of Nashville			53,341	106,667	51,561	103,117	43,783	87,561
	Synovus Investment Advisors			42,362	84,551	46,022	92,042	32,538	65,074
	United Bank of the Gulf Coast**			—	—	—	—	10,817	21,634
	United Bank and Trust**			—	—	—	—	70,535	141,066
	First Nation Bank			56,992	113,346	54,256	108,506	46,222	92,438
	Peoples Bank**			—	—	—	—	41,834	83,665
	Synovus Bank of Jacksonville			36,143	72,284	27,738	55,474	5,166	10,331
	Trust One Bank			65,232	130,234	63,388	126,772	17,232	34,464
	Synovus Insurance of Florida			516	1,033	414	831	—	—
	Synovus Insurance of Alabama			240	480	—	—	—	—
	First Florida Bank			30,339	60,677	—	—	—	—
	Cohutta Banking Company of Tennessee			4,749	9,497	1,622	3,244	—	—
	Synovus Bank of Tampa Bay			165,774	330,962	157,310	314,607	—	—
	Total contributions		$	5,476,539	10,935,315	4,996,579	9,993,103	4,499,856	8,999,239
* *	On August 1, 2005, CB&T Bank of Russell County changed its name to CB&T of East Alabama. On July 22, 2005, these companies were merged to form the Synovus Bank of Tampa Bay. These companies were merged into Bank of North Georgia during 2004.

(Continued)

SYNOVUS FINANCIAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(4)

Unrealized Appreciation (Depreciation) of Synovus Common Stock

Changes in unrealized appreciation (depreciation) of Synovus common stock are as follows:

					2006	2005	2004
Unrealized appreciation at end of year				$	18,851,275	13,808,779	23,006,875
Unrealized appreciation at beginning
	of year				13,808,779	23,006,875	28,472,512
		Unrealized appreciation
			(depreciation) for the year	$	5,042,496	(9,198,096)	(5,465,637)

(5)

Realized Gain on Withdrawal/Distributions to Participants

The gain realized on withdrawal/distributions to participants is summarized as follows:

						2006	2005	2004
Fair value at dates of distribution or
	redemption of shares of Synovus
	common stock				$	19,576,133	19,295,801	15,871,751
		Less cost (computed on an average
			cost basis) of shares of Synovus
			common stock distributed or
			redeemed			15,593,048	13,901,594	11,662,061
				Total realized gain	$	3,983,085	5,394,207	4,209,690

EX-99.3 6 exhibit993dirspp.htm ANNUAL REPORT ON FORM 11-K FOR THE SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN FOR THE YEAR ENDED DECEMBER 31, 2006

FORM 11-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

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.

1111 BAY AVENUE

SUITE 500

COLUMBUS, GEORGIA 31901

(706) 649-5220

Exhibit 99.3

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Financial Statements

December 31, 2006, 2005, and 2004

(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

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 (the Plan) as of December 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Atlanta, Georgia

April 18, 2007

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 2006 and 2005
Assets			2006	2005
Common stock of Synovus Financial Corp. at fair value –
	1,895,619 shares (cost $27,240,833) in 2006 and
	1,966,502 shares (cost $25,534,252) in 2005 (note 2)	$	58,441,935	53,115,216
Dividends receivable			372,127	359,550
		$	58,814,062	53,474,766
Liabilities and Plan Equity
Plan equity (655 and 646 participants in 2006 and 2005,
	respectively) (note 2)	$	58,814,062	53,474,766
See accompanying notes to financial statements.

SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Statements of Operations and Changes in Plan Equity
Years ended December 31, 2006, 2005, and 2004
						2006	2005	2004
Dividend income					$	1,507,791	1,444,278	1,427,165
Realized gain on distributions to participants
	(note 5)					3,870,811	3,400,566	7,698,828
Unrealized appreciation (depreciation) of common
	stock of Synovus Financial Corp. (note 4)					3,620,138	(6,525,615)	(10,050,262)
Contributions (notes 1 and 3):
	Participants					2,600,931	2,442,783	2,368,339
	Synovus Financial Corp. and participating
		subsidiaries				1,300,465	1,221,392	1,184,169
						12,900,136	1,983,404	2,628,239
Withdrawals by participants – common stock
	of Synovus Financial Corp. at fair value
	(268,895 shares in 2006, 218,826 shares in 2005,
	and 545,939 shares in 2004) (note 5)					(7,560,840)	(6,093,636)	(13,541,044)
			Increase (decrease) in Plan equity
				for the year		5,339,296	(4,110,232)	(10,912,805)
Plan equity at beginning of year						53,474,766	57,584,998	68,497,803
Plan equity at end of year					$	58,814,062	53,474,766	57,584,998
See accompanying notes to financial statements.

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(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. 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 that each participant may withdraw at any time all or part of the full number of shares in his or her 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)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(2)

Summary of Accounting Policies

The investment in Synovus common stock is stated at fair 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, 2006 and 2005 fair values were $30.83 and $27.01 per share, respectively.

The realized gain on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs.

Dividend income is accrued on the record date.

Contributions by participants and Participating Companies are accounted for on the accrual basis.

Withdrawals are accounted for upon distribution. At December 31, 2006, plan investments include 8,221 shares held by 5 terminated directors who have not yet requested distribution in accordance with the terms of the Plan.

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.

Management of the Plan believes that the carrying amount of the receivables is a reasonable approximation of the fair value due to the short-term nature.

(Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(3)	Contributions
	Contributions by Participating Companies and by participants are as follows:
				2006		2005		2004
				Participating		Participating		Participating
Participating Company				Companies	Participants	Companies	Participants	Companies	Participants
Synovus Financial Corp.			$	230,000	460,000	202,500	405,000	197,676	395,342
Columbus Bank and Trust Company				81,667	163,333	81,000	162,000	84,999	169,999
Commercial Bank and Trust
		Company of Troup County		32,667	65,333	30,668	61,336	26,668	53,336
Commercial Bank of Thomasville				26,500	53,000	24,000	48,000	24,000	48,000
Security Bank and Trust Company of
		Albany		46,500	93,000	51,333	102,666	53,833	107,666
Sumter Bank and Trust Company				24,000	48,000	24,000	48,000	23,833	47,666
The Coastal Bank of Georgia				38,667	77,333	41,500	83,000	40,333	80,666
First State Bank and Trust Company				30,667	61,333	30,667	61,334	30,666	61,333
Cohutta Banking Company				14,999	29,999	13,610	27,221	11,276	22,553
Bank of Coweta				19,500	39,000	20,000	40,000	20,000	40,000
Citizens Bank and Trust of West Georgia				36,500	73,000	31,447	62,894	32,002	64,004
First Community Bank of Tifton				20,000	40,000	20,000	40,000	21,000	42,000
The Quincy State Bank				—	—	—	—	6,166	12,333
Community Bank & Trust of Southeast
		Alabama		18,000	36,000	18,000	36,000	21,833	43,666
CB&T Bank of Middle Georgia				28,000	56,000	25,500	51,000	26,000	52,000
First Coast Community Bank				18,000	36,000	20,000	40,000	18,666	37,333
CB&T of East Alabama *				14,722	29,444	14,500	29,000	14,443	28,887
Sea Island Bank				29,333	58,667	29,833	59,666	27,000	54,000
Citizens First Bank				24,000	48,000	25,667	51,334	22,166	44,333
Athens First Bank and Trust Co.				23,450	46,900	23,300	46,600	24,450	48,900
Vanguard Bank and Trust				26,833	53,667	20,000	40,000	22,500	45,000
Bank of Pensacola				38,500	77,000	38,667	77,333	39,166	78,333
First Commercial Bank of Birmingham				26,000	52,000	25,333	50,666	24,166	48,333
The Bank of Tuscaloosa				47,833	95,667	45,833	91,667	44,000	88,000
Sterling Bank				20,667	41,333	24,000	48,000	24,000	48,000
First National Bank of Jasper				20,667	41,333	21,500	43,000	22,666	45,333
First Commercial Bank of Huntsville				14,555	29,111	24,500	49,000	24,000	48,000
Tallahassee State Bank				16,667	33,333	10,000	20,000	12,000	24,000
Peachtree National Bank				31,500	63,000	27,833	55,667	26,000	52,000
Citizens Bank of Fort Valley				14,055	28,111	10,667	21,333	10,333	20,666
Citizens & Merchants State Bank				28,300	56,600	20,000	40,000	19,000	38,000
The National Bank of South Carolina				33,333	66,667	35,000	70,000	36,500	73,000
Bank of North Georgia				72,283	144,567	55,450	110,900	48,961	97,922
Georgia Bank & Trust				16,667	33,333	14,000	28,000	10,500	21,000
The Bank of Nashville				12,000	24,000	8,500	17,000	8,000	16,000
United Bank of the Gulf Coast **				—	—	—	—	18,500	37,000
United Bank and Trust **				—	—	—	—	20,000	40,000
First Nation Bank				18,167	36,333	20,100	40,200	22,034	44,069
Trust One Bank				21,267	42,533	15,817	31,633	3,500	7,000
Synovus Bank of Jacksonville				20,000	40,000	18,500	37,000	5,333	10,666
Peoples Bank **				—	—	—	—	16,000	32,000
Cohutta Banking Company of Tennessee				6,333	12,667	5,167	10,333	—	—
First Florida Bank				5,833	11,667	—	—	—	—
Synovus Bank of Tampa Bay				51,833	103,667	53,000	106,000	—	—
		Total contributions	$	1,300,465	2,600,931	1,221,392	2,442,783	1,184,169	2,368,339

On August 1, 2005, CB&T of Russell County changed its name to CB&T of East Alabama..

On July 22, 2005, these companies were merged to form the Synovus Bank of Tampa Bay.

(Continued)

SYNOVUS FINANCIAL CORP.

DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2006, 2005, and 2004

(4)

Unrealized Appreciation (Depreciation) of Synovus Common Stock

Changes in unrealized appreciation (depreciation) of Synovus common stock are as follows:

					2006	2005	2004
Unrealized appreciation at end of year				$	31,201,102	27,580,964	34,106,579
Unrealized appreciation at
	beginning of year				27,580,964	34,106,579	44,156,841
		Unrealized appreciation
			(depreciation) for the year	$	3,620,138	(6,525,615)	(10,050,262)

(5)

Realized Gain on Withdrawal/Distributions to Participants

The realized gain on withdrawal/distributions to participants is summarized as follows:

						2006	2005	2004
Fair value at date of distribution or
	redemption of shares of Synovus
	common stock				$	7,560,840	6,093,636	13,541,044
		Less cost (computed on an average
			cost basis) of shares of Synovus
			common stock distributed or
			redeemed			3,690,029	2,693,070	5,842,216
				Total realized gain	$	3,870,811	3,400,566	7,698,828

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