SECURITIES AND EXCHANGE COMMISSION
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, 2004
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
| Georgia (State or other jurisdiction of incorporation or organization) |
58-1134883 (I.R.S. Employer Identification No.) |
| 1111 Bay Avenue Suite 500, Columbus, Georgia (Address of principal executive offices) (Registrant’s telephone number, including area code) |
31901 (Zip Code) (706) 649-5220 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, $1.00 Par Value | New York Stock Exchange | |
| Common Stock Purchase Rights | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
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 an accelerated filer (as defined in Rule 12b-2 of the Act).
YES þ NO o
As of February 17, 2005, 310,853,897 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, 2004 was approximately $6,128,350,000 (based upon the closing share price of such stock on June 30, 2004).
DOCUMENTS INCORPORATED BY REFERENCE
| Incorporated Documents | Form 10-K Reference Locations | |
| Portions of the 2005 Proxy Statement for the Annual Meeting of Shareholders to be held April 28, 2005 (“Proxy Statement”) |
Part III | |
| Financial Appendix for the year ended December 31, 2004 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, 2004 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, 2004 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, 2004 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 its subsidiaries are incorporated by reference from pages F-2 through F-39 of the Financial Appendix.
Consolidated Balance Sheets — December 31, 2004 and 2003
Consolidated Statements of Income — Years Ended December 31, 2004, 2003 and 2002
Consolidated Statements of Changes in Shareholders’ Equity — Years Ended December 31, 2004, 2003 and 2002
Consolidated Statements of Cash Flows — Years Ended December 31, 2004, 2003 and 2002
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
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 its subsidiaries which are incorporated by reference herein.
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3. 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
10.28 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 4(a) of Synovus’ Registration Statement on Form S-8 filed with the SEC on July 23, 1990 (File No. 33-35926). | |
3.2
|
Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated October 20, 2004 as filed with the SEC on October 20, 2004. | |
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 SEC 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 SEC 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 SEC 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 SEC 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 SEC on March 21, 2002. |
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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 SEC on March 21, 2002. | |
10.6
|
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. | |
10.7
|
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 SEC 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 SEC 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 SEC on March 29, 1993. | |
10.10
|
Agreement in Connection with Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.10 of Synovus’ Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the SEC on March 9, 2004. | |
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 SEC 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 SEC 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 SEC on March 28, 1994. |
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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 SEC on March 24, 1995. | |
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 SEC 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 SEC 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 SEC on March 25, 1996. | |
10.18
|
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. | |
10.19
|
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 SEC 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 SEC 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 SEC on March 22, 2000. | |
10.22
|
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. |
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10.23
|
Summary of Board of Directors Compensation for 2005, 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 20, 2005. | |
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. | |
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
|
Base Salaries of Named Executive Officers of Synovus. | |
10.28
|
Consulting Agreement of James D. Yancey, 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 19, 2005. | |
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 the 2004 Annual Report on Form 10-K. | |
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 28, 2005. |
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99.2*
|
Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock Purchase Plan for the year ended December 31, 2004. | |
99.3*
|
Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock Purchase Plan for the year ended December 31, 2004. |
*Filed herewith
Synovus agrees 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 its 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 26, 2005 | By: | /s/ James H. Blanchard | ||
| James H. Blanchard, | ||||
| Principal Executive Officer | ||||
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