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, 2003
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-5220
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
YES X NO___________
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As of February 17, 2004, 302,516,262 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding. The aggregate market
value of the shares of $1.00 par value common stock of Synovus Financial Corp.
held by nonaffiliates on December 31, 2003 was approximately $5,097,994,000
(based upon the closing share price of such stock on June 30, 2003).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 17, 2004 are incorporated in Parts I, II, III and IV of this report.
The undersigned registrant hereby amends Item 15 of its Annual Report
on Form 10-K for the year ended December 31, 2003 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, 2003 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, 2003 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, 2003 and 2002
Consolidated Statements of Income - Years Ended December
31, 2003, 2002 and 2001
Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows - Years Ended
December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules
Financial Statement Schedules - None applicable because the
required information has been incorporated in the Consolidated
Financial Statements of Synovus Financial Corp. and its
subsidiaries incorporated by reference herein.
3. Exhibits
2
Exhibit
Number Description
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3.1 Articles of Incorporation, as amended, of Synovus
Financial Corp. ("Synovus") incorporated by reference
to Exhibit 4(a) of Synovus' Registration Statement on
Form S-8 filed with the Securities and Exchange
Commission on July 23, 1990 (File No. 33-35926).
3.2 Bylaws, as amended, of Synovus, incorporated by
reference to Exhibit 4.2 of Synovus' Registration
Statement on Form S-4 filed with the Securities and
Exchange Commission on January 16, 2003 (File No.
333-102370).
4.1 Form of Rights Agreement incorporated by reference to
Exhibit 4.1 of Synovus' Registration Statement on Form
8-A dated April 28, 1999 filed with the Commission on
April 28, 1999 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Employment Agreement of James D. Yancey with Synovus
incorporated by reference to Exhibit 10.1 of Synovus'
Registration Statement on Form S-1 filed with the
Commission on December 18, 1990 (File No. 33-38244).
10.2 Incentive Bonus Plan of Synovus incorporated by
reference to Exhibit 10.5 of Synovus' Registration
Statement on Form S-1 filed with the Commission on
December 18, 1990 (File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus incorporated by
reference to Exhibit 10.3 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 1999,
as filed with the Commission on March 22, 2000.
10.4 Synovus Financial Corp. 2002 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.4 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission on
March 21, 2002.
10.5 Synovus Financial Corp. Deferred Stock Option Plan
incorporated by reference to Exhibit 10.5 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission on
March 21, 2002.
10.6 Synovus Financial Corp. Directors' Deferred
Compensation Plan incorporated by reference to Exhibit
10.7 of Synovus' Annual
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Report on Form 10-K for the fiscal year ended December
31, 2001, as filed with the Commission on
March 21, 2002.
10.7 Wage Continuation Agreement of Synovus incorporated by
reference to Exhibit 10.8 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 1992,
as filed with the Commission on March 29, 1993.
10.8 1991 Stock Option Plan for Key Executives of Synovus
incorporated by reference to Exhibit 10.9 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.9 Synovus Financial Corp. 1992 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.10 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.10 Agreement in Connection with Personal Use of Company
Aircraft.
10.11 Life Insurance Trusts incorporated by reference to
Exhibit 10.12 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, as filed
with the Commission on March 29, 1993.
10.12 Supplemental Compensation Agreement, Incentive
Compensation Agreements and Performance Compensation
Agreement with Richard E. Anthony; which Agreements
were assumed by Synovus on December 31, 1992 as a
result of its acquisition of First Commercial
Bancshares, Inc.; and which stock awards made pursuant
to the Agreements were converted at a ratio of 1.5 to
1, the exchange ratio applicable to the merger
incorporated by reference to Exhibit 10.13 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.13 1993 Split Dollar Insurance Agreement of Synovus
incorporated by reference to Exhibit 10.14 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, as filed with the Commission on
March 28, 1994.
10.14 1995 Split Dollar Insurance Agreement of Synovus
incorporated by reference to Exhibit 10.15 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on
March 24, 1995.
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10.15 Synovus Financial Corp. 1994 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.16 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on
March 24, 1995.
10.16 Synovus Financial Corp./Total System Services, Inc.
Deferred Compensation Plan incorporated by reference to
Exhibit 10.17 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, as filed
with the Commission on March 21, 2002.
10.17 Synovus Financial Corp. Executive Bonus Plan
incorporated by reference to Exhibit 10.18 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on
March 25, 1996.
10.18 Change of Control Agreements incorporated by reference
to Exhibit 10.19 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.19 Consulting Agreement of Joe E. Beverly incorporated by
reference to Exhibit 10.20 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 1996,
as filed with the Commission on March 6, 1997.
10.20 Employment Agreement of James H. Blanchard
incorporated by reference to Exhibit 10 of Synovus'
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, as filed with the Commission on
November 15, 1999.
10.21 Synovus Financial Corp. 2000 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.22 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the Commission on
March 22, 2000.
20.1 Proxy Statement, including Financial Appendix, for the
Annual Meeting of Shareholders of Synovus to be held on
April 22, 2004, certain specified pages of which are
specifically incorporated herein by reference.
21.1 Subsidiaries of Synovus Financial Corp.
23.1* Independent Auditors' Consents.
24.1 Powers of Attorney contained on the signature pages of
the 2003 Annual Report on Form 10-K.
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31.1* Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.1* Annual Report on Form 11-K for the Synovus Financial
Corp. Employee Stock Purchase Plan for the year ended
December 31, 2003.
99.2* Annual Report on Form 11-K for the Synovus Financial
Corp. Director Stock Purchase Plan for the year ended
December 31, 2003.
Synovus agrees to furnish the Commission, upon request, a copy of each
instrument with respect to issues of long-term debt. The principal amount of any
individual instrument, which has not been previously filed, does not exceed ten
percent of the total assets of Synovus and its subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K
On October 15, 2003, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the third
quarter of 2003.
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SIGNATURES
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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 6, 2004 By: /s/James H. Blanchard
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James H. Blanchard,
Principal Executive Officer
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