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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2007
for the fiscal year ended December 31, 2007
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) | (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 |
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 þ 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 þ
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 þ 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,
a non-accelerated filer, or a smaller reporting company.
See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company 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 þ
As of June 30, 2007, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was approximately $7,776,207,000 based on the closing sale price
as reported on the New York Stock Exchange.
As of February 15, 2008, there were 330,049,185 shares of the registrant’s common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
| Incorporated Documents | Form 10-K Reference Locations | |
Portions of the 2008 Proxy Statement
for the Annual Meeting of Shareholders
to be held April 24, 2008 (“Proxy
Statement”)
|
Part III | |
Financial Appendix for the year ended
December 31, 2007 to the Proxy
Statement (“Financial Appendix”)
|
Parts I, II, III and IV |
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Part I
Safe Harbor Statement
We have included or incorporated by reference in this Annual Report on Form
10-K, and from time to time our management may make, statements that may constitute
“forward-looking statements” within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but
instead represent only our belief regarding future events, many of which by their nature are
inherently uncertain and outside our control. These statements include statements other than
historical information or statements of current condition and may relate to our future plans,
objectives and results, among other things, and also include (without limitation) statements made
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part
II, Item 7 of this Annual Report. It is possible that our actual results may differ, possibly
materially, from the anticipated results indicated in these forward-looking statements. Important
factors that could cause actual results to differ from those in the forward-looking statements
include, among others, those discussed under “Risk Factors” in Part I, Item 1A of this Annual
Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Part II, Item 7 of this Annual Report.
Accordingly, you are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date on which they are made. We undertake no obligation to update
publicly or revise any forward-looking statements to reflect the impact of circumstances or events
that arise after the dates they are made, whether as a result of new information, future events or
otherwise except as required by applicable law. You should, however, consult further disclosures
we may make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, and any amendments thereto.
Item 1. Business
Business
We are a diversified financial services company with approximately $33 billion in assets and
are a registered bank holding company. We provide integrated financial services including banking,
financial management, insurance, mortgage and leasing services through bank subsidiaries and our
other offices in Georgia, Alabama, South Carolina, Florida and Tennessee. We are based in
Columbus, Georgia and our stock is traded on the New York Stock Exchange under the symbol “SNV.”
As of December 31, 2007, we had 37 wholly owned bank subsidiaries located in five southeastern
states. Our bank subsidiaries offer commercial banking services, including commercial, financial,
agricultural and real estate loans, and retail banking services, including accepting customary
types of demand and savings deposits; making individual, consumer, installment and mortgage loans;
safe deposit services; leasing services; automated banking services; automated fund transfers;
Internet based banking services; and bank credit card services, including MasterCard and Visa
services.
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Our primary wholly owned nonbank subsidiaries are: (1) Synovus Securities, Inc., Columbus,
Georgia, which specializes in professional portfolio management for fixed-income securities,
investment banking, the execution of securities transactions as a broker/dealer and the provision
of individual investment advice on equity and other securities; (2) Synovus Trust Company, N.A.,
Columbus, Georgia, which provides trust services; (3) Synovus Mortgage Corp., Birmingham, Alabama,
which offers mortgage services; (4) Synovus Insurance Services, Columbus, Georgia, which offers
insurance agency services; (5) Creative Financial Group, LTD., Atlanta, Georgia, which provides
financial planning services; and (6) GLOBALT, Inc., Atlanta, Georgia, which provides asset
management services.
Additional information about our businesses is included in the “Financial Review” Section
which is set forth on pages F-45 through F-76 of the Financial Appendix which is incorporated into
this document by reference.
Spin-Off
On December 31, 2007, we completed the spin-off of our shares of Total System Services, Inc.
(“TSYS”) stock to Synovus shareholders. The distribution of the approximately 80.6% of TSYS’
outstanding shares we owned was made to shareholders of record on December 18, 2007, the record
date. Each Synovus shareholder received 0.483921 of a share of TSYS stock for each share of
Synovus stock held as of the record date. See Note 2 of Notes to Consolidated Financial Statements
on pages F-13 and F-14 of the Financial Appendix which is incorporated in this document by
reference for additional information about the spin-off.
Acquisitions
We have pursued a strategy of acquiring banks and financial services companies which are used
to augment our internal growth. See Note 3 of Notes to Consolidated Financial Statements on pages
F-14 and F-15 and “Acquisitions” under the “Financial
Review” Section on page F-48 of the Financial
Appendix which are incorporated in this document by reference.
Supervision, Regulation and Other Factors
Bank holding companies, financial holding companies and banks are regulated extensively under
federal and state law. In addition, our nonbank subsidiaries are also subject to regulation under
federal and state law. The following discussion sets forth some of the elements of the regulatory
framework applicable to us. The regulatory framework is intended primarily for the protection of
depositors and the Bank Insurance Fund and not for the protection of security holders and
creditors. To the extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the particular statutory and regulatory
provisions.
General. We are a registered bank holding company and a financial holding company
subject to supervision and regulation by the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956 and by the Georgia Department of Banking and Finance under the
bank holding company laws of the State of Georgia. Our affiliate national bank associations are
subject to regulation and examination primarily by the Office of the Comptroller
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of the Currency, which we refer to as the OCC, and, secondarily, by the Federal Deposit Insurance
Corporation, which we refer to as the FDIC, and the Federal Reserve Board. Our state-chartered
banks are subject to primary federal regulation and examination by the FDIC and, in addition, are
regulated and examined by their respective state banking departments. Numerous other federal and
state laws, as well as regulations promulgated by the Federal Reserve Board, the state banking
regulators, the OCC and the FDIC govern almost all aspects of the operations of our bank
subsidiaries. Various federal and state bodies regulate and supervise our nonbank subsidiaries
including our brokerage, investment advisory, insurance agency and processing operations. These
include, but are not limited to, the Securities and Exchange Commission, the Financial Industry
Regulatory Authority, federal and state banking regulators and various state regulators of
insurance and brokerage activities.
As a financial holding company we are eligible to engage in, or acquire companies engaged in,
the broader range of activities that are permitted by the Gramm-Leach Bliley Act of 1999. These
activities include those that are determined to be “financial in nature,” including insurance
underwriting, securities underwriting and dealing, and making merchant banking investments in
commercial and financial companies. If any of our banking subsidiaries ceases to be “well
capitalized” or “well managed” under applicable regulatory standards, the Federal Reserve Board
may, among other things, place limitations on our ability to conduct these broader financial
activities or, if the deficiencies persist, require us to divest the banking subsidiary. In
addition, if any of our banking subsidiaries receives a rating of less than satisfactory under the
Community Reinvestment Act of 1977 we would be prohibited from engaging in any additional
activities other than those permissible for bank holding companies that are not financial holding
companies.
Dividends. Under the laws of the State of Georgia, we, as a business corporation, may
declare and pay dividends in cash or property unless the payment or declaration would be contrary
to restrictions contained in our Articles of Incorporation, and unless, after payment of the
dividend, we would not be able to pay our debts when they become due in the usual course of our
business or our total assets would be less than the sum of our total liabilities. We are also
subject to regulatory capital restrictions that limit the amount of cash dividends that we may pay.
Additionally, we are subject to contractual restrictions that limit the amount of cash dividends we
may pay.
The primary sources of funds for our payment of dividends to our shareholders are dividends
and fees to us from our bank and non-bank affiliates. Various federal and state statutory
provisions and regulations limit the amount of dividends that our subsidiary banks may pay. Under
the regulations of the Georgia Department of Banking and Finance, a Georgia bank must have approval
of the Georgia Department of Banking and Finance to pay cash dividends if, at the time of such
payment:
| • | the ratio of Tier 1 capital to adjusted total assets is less than 6%; | ||
| • | the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50% of its net after-tax profits for the previous calendar year; or | ||
| • | its total classified assets in its most recent regulatory examination exceeded 80% of its Tier 1 capital plus its allowance for loan losses, as reflected in the examination. |
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In general, the approval of the Alabama Banking Department, Florida Department of Financial
Services and Tennessee Department of Financial Institutions is required if the total of all
dividends declared by an Alabama, Florida or Tennessee bank, as the case may be, in any year would
exceed the total of its net profits for that year combined with its retained net profits for the
preceding two years less any required transfers to surplus. In addition, the approval of the OCC
is required for a national bank to pay dividends in excess of the bank’s retained net income for
the current year plus retained net income for the preceding two years. Approval of the Federal
Reserve Board is required for payment of any dividend by a state chartered bank that is a member of
the Federal Reserve System and sometimes referred to as a state member bank, if the total of all
dividends declared by the bank in any calendar year would exceed the total of its net profits, as
defined by regulatory agencies, for that year combined with its retained net profits for the
preceding two years. In addition, a state member bank may not pay a dividend in an amount greater
than its net profits then on hand.
Federal and state banking regulations applicable to us and our bank subsidiaries require
minimum levels of capital which limit the amounts available for payment of dividends. See “Parent
Company” under the “Financial Review” Section on page
F-74 and Note 13 of Notes to Consolidated
Financial Statements on pages F-26 and F-27 of the Financial Appendix which are incorporated in
this document by reference.
Monetary Policy and Economic Controls. The earnings of our bank subsidiaries, and
therefore our earnings, are affected by the policies of regulatory authorities, including the
Federal Reserve Board. An important function of the Federal Reserve Board is to promote orderly
economic growth by influencing interest rates and the supply of money and credit. Among the
methods that have been used to achieve this objective are open market operations in United States
government securities, changes in the discount rate for member bank borrowings and changes in
reserve requirements against bank deposits. These methods are used in varying combinations to
influence overall growth and distribution of bank loans, investments and deposits, interest rates
on loans and securities, and rates paid for deposits.
The effects of the various Federal Reserve Board policies on our future business and earnings
cannot be predicted. We cannot predict the nature or extent of any effects that possible future
governmental controls or legislation might have on our business and earnings.
Capital Requirements. We are required to comply with the capital adequacy standards
established by the Federal Reserve Board and our bank subsidiaries must comply with similar capital
adequacy standards established by the OCC, FDIC and the Federal Reserve Board, as applicable. As a
financial holding company, we and each of our bank subsidiaries are required to maintain capital
levels required for a well capitalized institution, as defined in “Prompt Corrective Action” below.
There are two basic measures of capital adequacy for bank holding companies and their bank
subsidiaries that have been promulgated by the Federal Reserve Board, the FDIC and the OCC: a
risk-based measure and a leverage measure. All applicable capital standards must be satisfied for
a bank holding company or a bank to be considered in compliance. See “Capital Resources” and
“Dividends” under the “Financial Review” Section
on pages F-70 through F-72 and Note 13 of Notes to
Consolidated Financial Statements on pages F-26 and F-27 of the Financial Appendix which are
incorporated in this document by reference.
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Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies,
including issuance of a capital directive, the termination of deposit insurance by the FDIC, a
prohibition on the taking of brokered deposits, and certain other restrictions on its business. As
described below, substantial additional restrictions can be imposed upon FDIC insured depository
institutions that fail to meet applicable capital requirements. See “Prompt Corrective Action”
below.
Commitments to Subsidiary Banks. Under the Federal Reserve Board’s policy, we are
expected to act as a source of financial strength to our subsidiary banks and to commit resources
to support our subsidiary banks in circumstances when we might not do so absent such policy. In
addition, any capital loans by us to any of our subsidiary banks would also be subordinate in right
of payment to depositors and to certain other indebtedness of such bank.
In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to
maintain the capital of a banking subsidiary will be assumed by the bankruptcy trustee and entitled
to a priority of payment. In addition, the Federal Deposit Insurance Act provides that any
financial institution whose deposits are insured by the FDIC generally will be liable for any loss
incurred by the FDIC in connection with the default of, or any assistance provided by the FDIC to,
a commonly controlled financial institution. All of our bank subsidiaries are FDIC-insured
depository institutions.
Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act
of 1991 establishes a system of prompt corrective action to resolve the problems of
undercapitalized institutions. Under this system the federal banking regulators are required to
rate supervised institutions on the basis of five capital categories as described below. The
federal banking regulators are also required to take mandatory supervisory actions, and are
authorized to take other discretionary actions, with respect to institutions in the three
undercapitalized categories, the severity of which will depend upon the capital category in which
the institution is placed. Generally, subject to a narrow exception, the Federal Deposit Insurance
Corporation Improvement Act requires the banking regulator to appoint a receiver or conservator for
an institution that is critically undercapitalized. The federal banking agencies have specified by
regulation the relevant capital level for each category.
Under the Federal Deposit Insurance Corporation Improvement Act, the Federal Reserve Board,
the FDIC, the OCC and the Office of Thrift Supervision have adopted regulations setting forth a
five-tier scheme for measuring the capital adequacy of the financial institutions they supervise.
Under the regulations, an institution would be placed in one of the following capital categories:
| • | Well Capitalized — an institution that has a Total risk-based capital ratio of at least 10%, a Tier 1 capital ratio of at least 6% and a Tier 1 leverage ratio of at least 5%; | ||
| • | Adequately Capitalized — an institution that has a Total risk-based capital ratio of at least 8%, a Tier 1 capital ratio of at least 4% and a Tier 1 leverage ratio of at least 4%; | ||
| • | Undercapitalized — an institution that has a Total risk-based capital ratio of under 8%, a Tier 1 capital ratio of under 4% or a Tier 1 leverage ratio of under 4%; |
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| • | Significantly Undercapitalized — an institution that has a Total risk-based capital ratio of under 6%, a Tier 1 capital ratio of under 3% or a Tier 1 leverage ratio of under 3%; and | ||
| • | Critically Undercapitalized — an institution whose tangible equity is not greater than 2% of total tangible assets. |
The regulations permit the appropriate federal banking regulator to downgrade an institution
to the next lower category if the regulator determines (1) after notice and opportunity for hearing
or response, that the institution is in an unsafe or unsound condition or (2) that the institution
has received and not corrected a less-than-satisfactory rating for any of the categories of asset
quality, management, earnings or liquidity in its most recent examination. Supervisory actions by
the appropriate federal banking regulator depend upon an institution’s classification within the
five categories. Our management believes that we and our bank subsidiaries have the requisite
capital levels to qualify as well capitalized institutions under the Federal Deposit Insurance
Corporation Improvement Act regulations. See Note 13 of Notes to Consolidated Financial Statements
on pages F-26 and F-27 of the Financial Appendix which is incorporated in this document by
reference.
The Federal Deposit Insurance Corporation Improvement Act generally prohibits a depository
institution from making any capital distribution, including payment of a dividend, or paying any
management fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to restrictions on
borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions
are subject to growth limitations and are required to submit capital restoration plans. A
depository institution’s holding company must guarantee the capital plan, up to an amount equal to
the lesser of 5% of the depository institution’s assets at the time it becomes undercapitalized or
the amount of the capital deficiency when the institution fails to comply with the plan. Federal
banking agencies may not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring the depository
institution’s capital. If a depository institution fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock to become
adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits
from correspondent banks. Critically undercapitalized depository institutions are subject to
appointment of a receiver or conservator.
Depositor Preference Statute. Federal law provides that deposits and certain claims
for administrative expenses and employee compensation against an insured depository institution are
afforded a priority over other general unsecured claims against such institution, including federal
funds and letters of credit, in the liquidation or other resolution of the institution by any
receiver.
USA Patriot Act. The USA Patriot Act of 2001 substantially broadens anti-money
laundering legislation and the extraterritorial jurisdiction of the United States, imposes new
compliance and due diligence obligations, creates new crimes and penalties, compels the production
of documents located both inside and outside the United States, including those of foreign
institutions that have a correspondent relationship in the United States, and clarifies the
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safe harbor from civil liability to customers. The U.S. Treasury Department has issued a number of
regulations implementing the USA Patriot Act that apply certain of its requirements to financial
institutions such as our banking and broker-dealer subsidiaries. The regulations impose
obligations on financial institutions to maintain appropriate policies, procedures and controls to
detect, prevent and report money laundering and terrorist financing.
Privacy. Under the Gramm-Leach-Bliley Act of 1999, federal banking regulators adopted
rules limiting the ability of banks and other financial institutions to disclose nonpublic
information about consumers to nonaffiliated third parties. The rules require disclosure of
privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of
certain personal information to nonaffiliated third parties. The privacy provisions of this act
affect how consumer information is transmitted through diversified financial services companies and
conveyed to outside vendors.
Competition
The financial services business is highly competitive. Our banks and wholly owned nonbank
subsidiaries compete actively with national and state banks, savings and loan associations and
credit unions and other nonbank financial institutions, including securities brokers and dealers,
investment advisory firms, personal loan companies, insurance companies, trust companies, finance
companies, leasing companies, mortgage companies and certain governmental agencies, all of which
actively engage in marketing various types of loans, deposit accounts and other financial services.
These competitors have been successful in developing products that are in direct competition with
or are alternatives to the banking services offered by traditional banking institutions. Our
ability to deliver strong financial performance will depend in part on our ability to expand the
scope of and effectively deliver products and services, allowing us to meet the changing needs of
our customers.
As of December 31, 2007, we were the second largest bank holding company headquartered in
Georgia, based on assets. Customers for financial services are generally influenced by
convenience, quality of service, personal contacts, price of services and availability of products.
Although our market share varies in different markets, we believe that our affiliates effectively
compete with other banks and thrifts in their relevant market areas.
Employees
On December 31, 2007, we had 6,807 full time employees.
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Selected Statistical Information
The
“Financial Review” Section which is set forth on pages F-45
through F-76 and the “Summary
of Quarterly Financial Data” Section which is set forth on page
F-77 of the Financial Appendix,
which includes the information encompassed within “Selected Statistical Information,” are
incorporated in this document by reference.
Available Information
Our website address is www.synovus.com. You may obtain free electronic copies of our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all
amendments to those reports in the Investor Relations Section of our website under the heading
“Financial Reports” and then under “SEC Filings.” These reports are available on our website as
soon as reasonably practicable after we electronically file them with the SEC.
We have adopted a Code of Business Conduct and Ethics for our directors, officers and
employees and have also adopted Corporate Governance Guidelines. Our Code of Business Conduct and
Ethics, Corporate Governance Guidelines and the charters of our board
committees are available in the Corporate Governance Section of our website at
www.synovus.com/governance. Copies of these documents are also available in print upon written
request to the Corporate Secretary, Synovus Financial Corp., 1111 Bay Avenue, Suite 500, Columbus,
Georgia 31901.
Item 1A. Risk Factors
This section highlights specific risks that could affect our business and us. Although this
section attempts to highlight key factors, please be aware that other risks may prove to be
important in the future. New risks may emerge at any time and we cannot predict such risks or
estimate the extent to which they may affect our financial performance. In addition to the factors
discussed elsewhere or incorporated by reference in this report, among the other factors that could
cause actual results to differ materially are the following:
We face intense competition from other financial service providers.
We operate in a highly competitive environment in the products and services we offer and the
markets in which we serve. The competition among financial services providers to attract and
retain customers is intense. Customer loyalty can be easily influenced by a competitor’s new
products, especially offerings that could provide cost savings to the customer. Some of our
competitors may be better able to provide a wider range of products and services over a greater
geographic area.
Moreover, this highly competitive industry could become even more competitive as a result of
legislative, regulatory and technological changes and continued consolidation. Banks, securities
firms and insurance companies now can merge by creating a “financial holding company,” which can
offer virtually any type of financial service, including banking, securities underwriting,
insurance (both agency and underwriting) and merchant banking. Also, a number of foreign banks
have acquired financial services companies in the U.S., further increasing competition in the U.S.
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market. In addition, technology has lowered barriers to entry and made it possible for nonbanks to
offer products and services traditionally provided by banks, such as automatic transfer and
automatic payment systems. Many of our competitors have fewer regulatory constraints and some have
lower cost structures. We expect the consolidation of the banking and financial services industry
to result in larger, better-capitalized companies offering a wide array of financial services and
products.
The strength of the U.S. economy in general and the strength of the local economies in which we
operate may be different than expected, and we may not be able to successfully manage any impact
from slowing economic conditions or a weak real estate market.
Our business and earnings are affected by general business and economic conditions in the U.S.
and in particular, the states where we have significant operations, including Georgia, Alabama,
South Carolina, Florida and Tennessee. These conditions include short-term and long-term interest
rates, inflation, monetary supply, fluctuations in both debt and equity capital markets, the
strength of the U.S. economy and the local economies in which we operate and consumer spending,
borrowing and savings habits. For example, certain markets in which we operate have been
particularly adversely affected by declines in real estate value, declines in home sale volumes and
declines in new home building. These factors could result in higher delinquencies and greater
charge-offs in future periods, which would materially adversely affect our financial condition and
results of operations.
Deteriorating credit quality, particularly in residential construction and development loans, has
adversely impacted us and may continue to adversely impact us.
We have experienced a downturn in credit performance, particularly in the third and fourth
quarters of 2007, and we expect credit conditions and the performance of our loan portfolio to
continue to deteriorate in the near term. This deterioration has resulted in an increase in our
provision expense for losses on loans during 2007, which increases were driven primarily by
residential construction and development loans. Additional increases in provision expense may be
necessary in the future. Deterioration in the quality of our loan portfolio can have a material
adverse effect on our capital, financial condition and results of operations.
Recently declining values of residential real estate may increase our credit losses, which would
negatively affect our financial results.
We offer a variety of secured loans, including commercial lines of credit, commercial term
loans, real estate, construction, home equity, consumer and other loans. Many of our loans are
secured by real estate (both residential and commercial) in our market area. A major change in the
real estate market, such as deterioration in the value of this collateral, or in the local or
national economy, could adversely affect our customer’s ability to pay these loans, which in turn
could impact us. Risk of loan defaults and foreclosures are unavoidable in the banking industry,
and we try to limit our exposure to this risk by monitoring our extensions of credit carefully. We
cannot fully eliminate credit risk, and as a result credit losses may occur in the future.
The trade, monetary and fiscal policies and laws of the federal government and its agencies,
including interest rate policies of the Federal Reserve Board, significantly affect our earnings.
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The Federal Reserve Board regulates the supply of money and credit in the U.S. Its policies
determine in large part our cost of funds for lending and investing and the return we earn on those
loans and investments, both of which affect our net interest margin. They can also materially
affect the value of financial instruments we hold, such as debt securities. Its policies can
affect our borrowers, potentially increasing the risk that they may fail to repay their loans. For
example, a tightening of the money supply by the Federal Reserve Board could reduce the demand for
a borrower’s products and services. This could adversely affect the borrower’s earnings and
ability to repay its loans, which could materially adversely affect us. In addition, higher
interest rates could also increase our cost to borrow funds and increase the rate we pay on
deposits. Changes in Federal Reserve Board policies and laws are beyond our control and hard to
predict.
Maintaining or increasing market share depends on the timely development of and acceptance of new
products and services and perceived overall value of these products and services by users.
Our success depends, in part, on our ability to adapt our products and services to evolving
industry standards. There is increasing pressure to provide products and services at lower prices.
This can reduce our net interest margin and revenues from our fee-based products and services. In
addition, our success depends, in part, on our ability to generate significant levels of new
business in our existing markets and in identifying and penetrating new markets. Further, the
widespread adoption of new technologies, including internet services, could require us to make
substantial expenditures to modify or adapt our existing products and services. We may not be
successful in introducing new products and services, achieving market acceptance of products and
services or developing and maintaining loyal customers and/or breaking into targeted markets.
We must respond to rapid technological changes and these changes may be more difficult or expensive
than anticipated.
If competitors introduce new products and services embodying new technologies, or if new
industry standards and practices emerge, our existing product and service offerings, technology and
systems may become obsolete. Further, if we fail to adopt or develop new technologies or to adapt
our products and services to emerging industry standards, we may lose current and future customers,
which could have a material adverse effect on our business, financial condition and results of
operations. The financial services industry is changing rapidly and in order to remain
competitive, we must continue to enhance and improve the functionality and features of our
products, services and technologies. These changes may be more difficult or expensive than we
anticipate.
We have pursued a strategy of acquiring banks and financial services companies and these
acquisitions may be more difficult to integrate than anticipated.
We regularly explore opportunities to acquire banks and financial services companies and
expect to grow, in part, through such acquisitions. Difficulty in integrating an acquired company
may cause us not to realize expected revenue increases, cost savings, increases in geographic or
product presence, and/or other projected benefits of the acquisition. The integration could result
in higher than expected deposit attrition, loss of key employees, disruption of our business or the
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business of the acquired company, or otherwise adversely affect our ability to maintain
relationships with customers and employees or achieve the anticipated benefits of the acquisition.
These factors could contribute to us not achieving the anticipated benefits of the acquisition
within the desired time frames, if at all.
Fluctuations in our expenses and other costs may hurt our financial results.
Our expenses and other costs, such as operating and marketing expenses, directly affect our
earnings results. In light of the extremely competitive environment in which we operate, and
because the size and scale of many of our competitors provides them with increased operational
efficiencies, it is important that we are able to successfully manage such expenses. As our
business develops, changes or expands, additional expenses can arise. Other factors that can
affect the amount of our expenses include legal and administrative cases and proceedings, which can
be expensive to pursue or defend. In addition, changes in accounting policies can significantly
affect how we calculate expenses and earnings.
We are heavily regulated by federal and state agencies, and changes in laws and regulations may
affect our financial outlook.
Synovus, our subsidiary banks, and many of our nonbank subsidiaries, are heavily regulated at
the federal and state levels. This regulation is designed primarily to protect depositors, federal
deposit insurance funds and the banking system as a whole, not shareholders. Congress and state
legislatures and federal and state regulatory agencies continually review banking laws, regulations
and policies for possible changes. Changes to statutes, regulations or regulatory policies,
including interpretation and implementation of statutes, regulations or policies, could affect us
in substantial and unpredictable ways, including limiting the types of financial services and
products we may offer and/or increasing the ability of nonbanks to offer competing financial
services and products. Also, if we do not comply with laws, regulations or policies, we could
receive regulatory sanctions, including monetary penalties that may have a material impact on our
financial condition and results of operations, and damage to our reputation. For more information,
refer to “Supervision, Regulation and Other Factors” on page 2.
Changes in accounting policies and practices, as may be adopted by the regulatory agencies, the
Financial Accounting Standards Board, or other authoritative bodies, could materially impact our
financial statements.
Our accounting policies and methods are fundamental to how we record and report our financial
condition and results of operations. From time to time, the regulatory agencies, the Financial
Accounting Standards Board, and other authoritative bodies change the financial accounting and
reporting standards that govern the preparation of our financial statements. These changes can be
hard to predict and can materially impact how we record and report our financial condition and
results of operations.
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The costs and effects of litigation, investigations or similar matters, or adverse facts and
developments related thereto, could materially affect our business, operating results and financial
condition.
We may be involved from time to time in a variety of litigation, investigations or similar
matters arising out of our business. Our insurance may not cover all claims that may be asserted
against it and indemnification rights to which we are entitled may not be honored, and any claims
asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the
ultimate judgments or settlements in any litigation or investigation significantly exceed our
insurance coverage, they could have a material adverse effect on our business, financial condition
and results of operations. In addition, we may not be able to obtain appropriate types or levels
of insurance in the future, nor may we be able to obtain adequate replacement policies with
acceptable terms, if at all.
We may experience increased delinquencies and credit losses.
Like other lenders, we face the risk that our customers will not repay their loans. A
customer’s failure to repay is generally preceded by missed payments. In some instances, a
customer may declare bankruptcy prior to missing payments, although this is not generally the case.
Customers who declare bankruptcy frequently do not repay their loans. Where we have collateral,
we attempt to seize it when customers default on their loans. The value of the collateral may not
equal the amount of the unpaid loan, and we may be unsuccessful in recovering the remaining balance
from our customers. Rising delinquencies and rising rates of bankruptcy are often precursors of
future charge-offs and may require us to increase our allowance for loan losses. Higher charge-off
rates and an increase in our allowance for loan losses may hurt our overall financial performance
if we are unable to raise revenue to compensate for these losses and may increase our cost of
funds.
Our financial condition and outlook may be adversely affected by damage to our reputation.
Our financial condition and outlook is highly dependent upon perceptions of our business
practices and reputation. Our ability to attract and retain customers and employees could be
adversely affected to the extent our reputation is damaged. Negative public opinion could result
from our actual or alleged conduct in any number of activities, including lending practices,
corporate governance, regulatory compliance, mergers and acquisitions, disclosure, sharing or
inadequate protection of customer information and from actions taken by government regulators and
community organizations in response to that conduct. Damage to our reputation could give rise to
legal risks, which, in turn, could increase the size and number of litigation claims and damages
asserted or subject us to enforcement actions, fines and penalties and cause us to incur related
costs and expenses.
Our access to funds from our subsidiaries may become limited, thereby restricting our ability to
make payments on our obligations or dividend payments.
Synovus is a separate and distinct legal entity from our banking and nonbanking subsidiaries.
We therefore depend on dividends, distributions and other payments from our banking and nonbanking
subsidiaries to fund dividend payments on our common stock and to fund
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all
payments on our other obligations, including debt obligations. Our banking subsidiaries and
certain other of our subsidiaries are subject to laws that authorize regulatory bodies to block or
reduce the flow of funds from those subsidiaries to us. Regulatory action of that kind could
impede access to funds we need to make payments on our obligations or dividend payments.
Changes in the cost and availability of funding due to changes in the deposit market and credit
market, or the way in which we are perceived in such markets, may adversely affect financial
results.
In general, the amount, type and cost of our funding, including from other financial
institutions, the capital markets and deposits, directly impacts our costs in operating our
business and growing our assets and therefore, can positively or negatively affect our financial
results. A number of factors could make funding more difficult, more expensive or unavailable on
any terms, including, but not limited to, a reduction in our debt ratings, financial results and
losses, changes within our organization, specific events that adversely impact our reputation,
disruptions in the capital markets, specific events that adversely impact the financial services
industry, counterparty availability, changes affecting our assets, the corporate and regulatory
structure, interest rate fluctuations, general economic conditions and the legal, regulatory,
accounting and tax environments governing our funding transactions. Also, we compete for funding
with other banks and similar companies, many of which are substantially larger, and have more
capital and other resources than we do. In addition, as some of these competitors consolidate with
other financial institutions, these advantages may increase. Competition from these institutions
may increase the cost of funds.
We rely on our systems and employees and certain failures could materially adversely affect our
operations.
We are exposed to many types of operational risk, including the risk of fraud by employees and
outsiders, clerical and record-keeping errors, and computer/telecommunications systems
malfunctions. Our businesses are dependent on our ability to process a large number of
increasingly complex transactions. If any of our financial, accounting, or other data processing
systems fail or have other significant shortcomings, we could be materially adversely affected. We
are similarly dependent on our employees. We could be materially adversely affected if one of our
employees causes a significant operational break-down or failure, either as a result of human error
or where an individual purposefully sabotages or fraudulently manipulates our operations or
systems. Third parties with which we do business could also be sources of operational risk to us,
including relating to break-downs or failures of such parties’ own systems or employees. Any of
these occurrences could result in a diminished ability of us to operate one or more of our
businesses, potential liability to clients, reputational damage and regulatory intervention, which
could materially adversely affect us.
We may also be subject to disruptions of our operating systems arising from events that are
wholly or partially beyond our control, which may include, for example, computer viruses or
electrical or telecommunications outages or natural disasters. Such disruptions may give rise to
losses in service to customers and loss or liability to us. In addition, there is a risk that our
business continuity and data security systems prove to be inadequate. Any such failure could
affect our operations and could materially adversely affect our results of operations by requiring
us
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to expend significant resources to correct the defect, as well as by exposing us to litigation
or losses not covered by insurance.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We and our subsidiaries own, in some cases subject to mortgages or other security interests,
or lease all of the real property and/or buildings on which we are located. All of such buildings
are in a good state of repair and are appropriately designed for the purposes for which they are
used.
We and our subsidiaries own 323 facilities encompassing approximately 2,579,299 square feet
and lease from third parties 123 facilities encompassing approximately 868,815 square feet. The
owned and leased facilities are primarily comprised of office space from which we conduct our
business. The following table provides additional information with respect to our leased
facilities:
| Average | ||||||||
| Square Footage | Number of Locations | Square Footage | ||||||
Under 3,000 |
45 | 1,128 | ||||||
3,000 – 9,999 |
54 | 5,050 | ||||||
10,000 – 18,999 |
9 | 12,834 | ||||||
19,000 – 30,000 |
10 | 23,922 | ||||||
Over 30,000 |
5 | 38,122 | ||||||
See
Note 12 of Notes to Consolidated Financial Statements on pages F-23 through F-26 of the
Financial Appendix which is incorporated in this document by reference.
Item 3. Legal Proceedings
See
Note 12 of Notes to Consolidated Financial Statements on pages F-23 through F-26 of the
Financial Appendix which is incorporated in this document by reference.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Part II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities |
Shares of our common stock are traded on the NYSE under the symbol “SNV.” See “Capital
Resources” and “Dividends” under the “Financial
Review” Section which are set forth on pages F-70
through F-72 and “Issuer Purchases of Equity Securities” under the “Financial Review” Section which
is set forth on page F-74 of the Financial Appendix which are incorporated in this document by
reference.
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Stock Performance Graph
The following graph compares the yearly percentage change in cumulative shareholder return on
Synovus stock with the cumulative total return of the Standard & Poor’s 500 Index and the KBW
Regional Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2002
and reinvestment of all dividends).
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Synovus Financial Corp., The S&P 500 Index
And The KBW Regional Bank Index
Among Synovus Financial Corp., The S&P 500 Index
And The KBW Regional Bank Index
| 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | |||||||||||||||||||
Synovus |
$ | 100 | $ | 153 | $ | 156 | $ | 151 | $ | 177 | $ | 142 | ||||||||||||
S&P 500 |
$ | 100 | $ | 129 | $ | 143 | $ | 150 | $ | 173 | $ | 183 | ||||||||||||
KBW Regional Bank |
$ | 100 | $ | 140 | $ | 158 | $ | 158 | $ | 170 | $ | 130 | ||||||||||||
Item 6. Selected Financial Data
The
“Selected Financial Data” Section which is set forth on page F-44 of the Financial
Appendix is incorporated in this document by reference.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The
“Financial Review” Section which is set forth on pages F-45
through F-76 and the “Summary
of Quarterly Financial Data” Section which is set forth on page
F-77 of the Financial
15
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Appendix
which include the information encompassed by “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” are incorporated in this document by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See “Market Risk and Interest Rate Sensitivity” and “Derivative Instruments for Interest Rate
Risk Management” under the “Financial Review” Section
which are set forth on pages F-67 through
F-69 and Note 12 of Notes to Consolidated Financial Statements on
pages F-23 through F-26 of the
Financial Appendix which are incorporated in this document by reference.
Item 8. Financial Statements and Supplementary Data
The
“Summary of Quarterly Financial Data” Section which is set forth on page F-77 and the
“Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of
Changes in Shareholders’ Equity and Comprehensive Income, Consolidated Statements of Cash Flows,
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 and Report of Independent Registered Public Accounting Firm (on the effectiveness of
internal control over financial reporting)” Sections which are
set forth on pages F-2 through F-43
of the Financial Appendix are incorporated in this document by reference.
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period covered
by this Annual Report as required by Rule 13a-15 of the Securities Exchange Act of 1934, as
amended. This evaluation was carried out under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer. Based on this
evaluation, the chief executive officer and chief financial officer have concluded that our
disclosure controls and procedures are effective in timely alerting them to material information
relating to us (including our consolidated subsidiaries) required to be included in our periodic
SEC filings.
Management’s Report on Internal Control Over Financial Reporting and Report of Independent
Registered Public Accounting Firm. “Management’s Report on Internal Control Over Financial
Reporting,” which is set forth on page F-42 of the Financial Appendix, and “Report of Independent
Registered Public Accounting Firm (on the effectiveness of internal control over financial
reporting),” which is set forth on page F-43 of the Financial Appendix, are incorporated in this
document by reference.
Changes in Internal Control Over Financial Reporting. No change in our internal control over
financial reporting occurred during the fourth fiscal quarter covered by this Annual Report that
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
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Item 9B. Other Information
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information included under the following captions in our Proxy Statement is incorporated in
this document by reference:
| • | “PROPOSALS TO BE VOTED ON” – “PROPOSAL 1: ELECTION OF DIRECTORS”; | ||
| • | “EXECUTIVE OFFICERS”; | ||
| • | “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”; and | ||
| • | “CORPORATE GOVERNANCE AND BOARD MATTERS” – “Committees of the Board.” |
We have a Code of Business Conduct and Ethics that applies to all directors, officers and
employees, including our principal executive officer, principal financial officer and chief
accounting officer. You can find our Code of Business Conduct and Ethics in the Corporate
Governance section of our website at www.synovus.com/governance. We will post any amendments to
the Code of Business Conduct and Ethics and any waivers that are required to be disclosed by the
rules of either the SEC or the NYSE in the Corporate Governance section of our website.
Because our common stock is listed on the NYSE, our chief executive officer is required to
make, and he has made, an annual certification to the NYSE stating that he was not aware of any
violation by us of the corporate governance listing standards of the NYSE. Our chief executive
officer made his annual certification to that effect to the NYSE as of May 17, 2007. In addition,
we have filed, as exhibits to this Annual Report, the certifications of our chief executive officer
and chief financial officer required under Section 302 of the Sarbanes-Oxley Act of 2002.
Item 11. Executive Compensation
Information included under the following captions in our Proxy Statement is incorporated in
this document by reference:
| • | “DIRECTOR COMPENSATION”; | ||
| • | “EXECUTIVE COMPENSATION” – “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Summary Compensation Table” and the compensation tables and related information which follow the Summary Compensation Table; and |
17
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| • | “CORPORATE GOVERNANCE AND BOARD MATTERS” – “Committees of the Board” – “Compensation Committee Interlocks and Insider Participation.” |
The information included under the heading “Compensation Committee Report” in our Proxy
Statement is incorporated herein by reference; however, this information shall not be deemed to be
“soliciting material” or to be “filed” with the Commission or subject to regulation 14A or 14C, or
to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Information pertaining to equity compensation plans is contained in Note 15 of Notes to
Consolidated Financial Statements on pages F-28 through F-32 of the Financial Appendix and is
incorporated in this document by reference.
Information included under the following captions in our Proxy Statement is incorporated in
this document by reference:
| • | “STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS”; and | ||
| • | “PRINCIPAL SHAREHOLDERS.” |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information included under the following captions in our Proxy Statement is incorporated in
this document by reference:
| • | “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”; | ||
| • | “RELATIONSHIPS BETWEEN SYNOVUS, CB&T, TSYS AND CERTAIN OF SYNOVUS’ SUBSIDIARIES AND AFFILIATES” – “Spin-Off”; “Interlocking Directorates of Synovus, CB&T and TSYS”; and “Transactions and Agreements Between Synovus, CB&T, TSYS and Certain of Synovus’ Subsidiaries”; and | ||
| • | “CORPORATE GOVERNANCE AND BOARD MATTERS” – “Independence.” |
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Table of Contents
Item 14. Principal Accountant Fees and Services
Information included under the following captions in our Proxy Statement is incorporated in
this document by reference:
| • | “AUDIT COMMITTEE REPORT” – “KPMG LLP Fees and Services” (excluding the information under the main caption “AUDIT COMMITTEE REPORT”); and “Policy on Audit Committee Pre-Approval.” |
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-43 of the Financial Appendix. |
Consolidated Balance Sheets — December 31, 2007 and 2006
Consolidated Statements of Income — Years Ended December 31, 2007, 2006 and
2005
Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive
Income — Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Cash Flows — Years Ended December 31, 2007, 2006
and 2005
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 the effectiveness
of internal control over financial reporting)
| 2. 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. |
19
Table of Contents
| 3. | Exhibits | |
| The following exhibits are filed herewith or are incorporated to other documents previously filed with the Securities and Exchange Commission. Exhibits 10.8 through 10.37 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 September 30, 2007, as filed with the SEC on November 13, 2007. | |
10.1
|
Agreement and Plan of Distribution, dated as of October 25, 2007, by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., incorporated by reference to Exhibit 2.1 of Synovus’ Current Report on Form 8-K dated October 25, 2007. | |
10.2
|
Amendment No. 1 to Agreement and Plan of Distribution by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 2.1 Synovus’ Current Report on Form 8-K dated November 30, 2007. | |
10.3
|
Transition Services Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated November 30, 2007. | |
10.4
|
Employee Matters Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated November 30, 2007. | |
10.5
|
Indemnification and Insurance Matters Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated November 30, 2007. |
20
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| Exhibit | ||
| Number | Description | |
10.6
|
Master Confidential Disclosure Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.4 of Synovus’ Current Report on Form 8-K dated November 30, 2007. | |
10.7
|
Tax Sharing Agreement by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.5 of Synovus’ Current Report on Form 8-K dated November 30, 2007. | |
| 10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS | ||
10.8
|
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. | |
10.9
|
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. | |
10.10
|
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. | |
10.11
|
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. | |
10.12
|
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. | |
10.13
|
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. | |
10.14
|
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. | |
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| Exhibit | ||
| Number | Description | |
10.15
|
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. | |
10.16
|
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. | |
10.17
|
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. | |
10.18
|
Amended and Restated Synovus Financial Corp. Deferred Compensation Plan. | |
10.19
|
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. | |
10.20
|
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. | |
10.21
|
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 SEC 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 SEC on March 22, 2000. | |
10.23
|
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. | |
10.24
|
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. |
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| Exhibit | ||
| Number | Description | |
10.25
|
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. | |
10.26
|
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. | |
10.27
|
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. | |
10.28
|
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. | |
10.29
|
Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated April 25, 2007. | |
10.30
|
Form of Restricted Stock Award Agreement for restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated April 25, 2007. | |
10.31
|
Form of Performance-Based Restricted Stock Award Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated April 25, 2007. | |
10.32
|
Form of Revised Stock Option Agreement for stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 29, 2008. | |
10.33
|
Form of Revised Restricted Stock Unit Agreement for restricted stock unit awards under the Synovus Financial Corp. 2007 Omnibus Plan. |
23
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| Exhibit | ||
| Number | Description | |
10.34
|
Form of Retention Stock Option Agreement for retention stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated January 29, 2008. | |
10.35
|
Form of Indemnification Agreement for directors and executive officers of Synovus, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 26, 2007. | |
10.36
|
Summary of Annual Base Salaries of Synovus’ Named Executive Officers. | |
10.37
|
Summary of Board of Directors Compensation, incorporated by reference to Exhibit 10.19 of Synovus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with the SEC on March 1, 2007. | |
21.1
|
Subsidiaries of Synovus Financial Corp. | |
23.1
|
Consent of Independent Registered Public Accounting Firm. | |
24.1
|
Powers of Attorney contained on the signature pages of this 2007 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. | |
32
|
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 24, 2008. | |
99.2
|
Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2007 (to be filed as an amendment hereto within 120 days of the end of the period covered by this report). | |
99.3
|
Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2007 (to be filed as an amendment hereto within 120 days of the end of the period covered by this report). |
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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.
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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) |
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| February 29, 2008 | By: | /s/ Richard E. Anthony | ||
| Richard E. Anthony, | ||||
| Principal Executive Officer and
Chairman of the Board |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Richard E. Anthony and Frederick L. Green, III and each of them, his or her true and
lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any or all
amendments to this report and to file the same, with all exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Richard E. Anthony
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Date: February 29, 2008 | |||
Principal Executive Officer and |
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Chairman of the Board |
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/s/ Frederick L. Green, III
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Date: February 29, 2008 | |||
President and Director |
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/s/ Thomas J. Prescott
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Date: February 29, 2008 | |||
Executive Vice President and |
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Principal Financial Officer |
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/s/ Liliana McDaniel
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Date: February 29, 2008 | |||
Chief Accounting Officer |
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/s/ Daniel P. Amos
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Date: February 29, 2008 | |||
Director |
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/s/ James H. Blanchard
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Date: February 29, 2008 | |||
Director |
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/s/ Richard Y. Bradley
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Date: February 29, 2008 | |||
Director |
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| Date: , 2008 | ||||
Director |
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/s/ Elizabeth W. Camp
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Date: February 29, 2008 | |||
Director |
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/s/ Gardiner W. Garrard, Jr.
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Date: February 29, 2008 | |||
Director |
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/s/ T. Michael Goodrich
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Date: February 29, 2008 | |||
Director |
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/s/ V. Nathaniel Hansford
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Date: February 29, 2008 | |||
Director |
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/s/ Alfred W. Jones III
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Date: February 29, 2008 | |||
Director |
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| Date: , 2008 | ||||
Director |
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/s/ Elizabeth C. Ogie
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Date: February 29, 2008 | |||
Director |
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/s/ H. Lynn Page
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Date: February 29, 2008 | |||
Director |
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/s/ Philip W. Tomlinson
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Date: February 29, 2008 | |||
Director |
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/s/ J. Neal Purcell
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Date: February 29, 2008 | |||
Director |
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/s/ Melvin T. Stith
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Date: February 29, 2008 | |||
Director |
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/s/ William B. Turner, Jr.
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Date: February 29, 2008 | |||
Director |
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/s/ James D. Yancey
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Date: February 29, 2008 | |||
Director |