Synovus Financial 10K/A 2007 Annual report (amended) | SNV Filing

Exhibit 99.2

FORM 11-K

(Mark One)

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


For the fiscal year ended	December 31, 2007

OR

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


For the transition period from	___________________________ to ______________________________


Commission file number	1-10312

SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN

SYNOVUS FINANCIAL CORP.
1111 BAY AVENUE
SUITE 500
COLUMBUS, GEORGIA 31901
(706) 649-5220

Exhibit 99.2

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2007, 2006, and 2005
(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Synovus Financial Corp.
Employee Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) as of December 31, 2007 and 2006, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 2007 and 2006, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2007 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia
April 25, 2008

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2007 and 2006


	2007		2006
Assets
Common stock of Synovus Financial Corp. at fair value — 2,516,050 shares (cost $61,891,496) in 2007 and 2,416,444 shares (cost $55,647,706) in 2006	$	60,586,481		74,498,981
Dividends receivable		508,893		472,734
Contributions receivable		777,124		691,815

	$	61,872,498		75,663,530


Plan Equity
Plan equity (4,771 and 4,476 participants in 2007 and 2006, respectively)	$	61,872,498		75,663,530

See accompanying notes to financial statements.

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2007, 2006, and 2005


	2007			2006			2005
Dividend income	$	1,992,143			1,891,529			1,843,710
Realized gain on distributions to participants (note 5)		3,672,475			3,983,085			5,394,207
Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 4)		(20,156,290	)		5,042,496			(9,198,096	)
Contributions (note 3):
Participants		12,289,728			10,935,315			9,993,103
Participating Employers		6,145,401			5,476,539			4,996,579

		3,943,457			27,328,964			13,029,503

Withdrawals by participants — common stock of Synovus Financial Corp. at fair value (586,786 shares in 2007, 703,082 shares in 2006, and 675,345 shares in 2005) (note 5)		(17,734,489	)		(19,576,133	)		(19,295,801	)

(Decrease) increase in Plan equity for the year		(13,791,032	)		7,752,831			(6,266,298	)
Plan equity at beginning of year		75,663,530			67,910,699			74,176,997

Plan equity at end of year	$	61,872,498			75,663,530			67,910,699

See accompanying notes to financial statements.

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2007, 2006, and 2005

(1)		Description of the Plan

		The Synovus Financial Corp. Employee Stock Purchase Plan (the Plan) was implemented as of January 15, 1979. The Plan is designed to enable participating Synovus Financial Corp. (Synovus) and subsidiaries’ employees to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and subsidiaries (the Participating Employers).

		Synovus serves as the plan administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”

		Through June 30, 2002, all employees who worked 20 hours per week or more were eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. Effective July 1, 2002, the Plan was amended to allow employees who work twenty hours per week or more to become eligible to participate in the plan on the first payroll date after completing three months of continuous employment. The Plan also permits a participant who has successfully completed the State of Georgia’s Intellectual Capital Partnership Program (ICAPP) to begin participation in the Plan immediately upon the participant’s commencement of employment with a Participating Employer.

		Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum contribution ranges from 3% to 7% of compensation based on years of service. Through June 30, 2002, the minimum contribution percentage was 0.5% of compensation. Effective July 1, 2002, the minimum allowable contribution is 1% of compensation. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. All contributions to the Plan vest immediately.

		The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers’ fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant.

		The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of Synovus or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Participating Employers for a specified period of time. Effective January 23, 2002, the Plan was amended to remove the above mentioned restriction on receiving matching contributions upon a withdrawal of shares from the Plan.

		The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of Synovus common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held by the Agent on his or her behalf.

		Participation in the Plan shall automatically terminate upon termination of a participant’s employment whether by death, retirement, or otherwise.

(Continued)

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2007, 2006, and 2005

		Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or her, or his or her employer prior to the date of such amendment or termination.

		Synovus reserves the right to suspend Participating Employer contributions to the Plan if its board of directors feels that Synovus’ financial condition warrants such action.

(2)		Summary of Significant Accounting Policies

		The investment in Synovus common stock is stated at fair value which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such security is traded. The December 31, 2007 and 2006 fair values were $24.08 and $30.83 per share, respectively.

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

		Dividend income is accrued on the record date.

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

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

		Withdrawals are accounted for upon distribution. At December 31, 2007, plan investments include 1,296 shares held by 13 terminated employees who have not yet requested distribution in accordance with the terms of the Plan.

		The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their employer. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

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

		The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(Continued)

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2007, 2006, and 2005

(3)		Contributions

		Contributions by Participating Employers and by participants are as follows:


	2007				2006				2005
	Participating				Participating				Participating
Participating Employers	Employers		Participants		Employers		Participants		Employers		Participants

Synovus Financial Corp.	$	1,362,408		2,726,269		1,237,122		2,471,345		950,392		1,900,728
Columbus Bank and Trust Company		573,581		1,147,220		474,800		949,024		413,281		826,478
Commercial Bank and Trust Company of Troup County		37,236		74,448		32,634		65,268		34,721		69,435
Commercial Bank of Thomasville		72,805		145,545		67,409		134,813		59,711		119,416
Security Bank and Trust Company of Albany		57,525		115,048		49,890		99,776		45,679		91,353
Sumter Bank and Trust Company		48,271		96,542		48,259		96,515		48,785		97,564
The Coastal Bank of Georgia		71,857		143,773		62,753		125,427		53,951		107,895
First State Bank and Trust Company		47,769		95,346		46,711		93,293		44,225		88,445
Cohutta Banking Company		53,273		106,498		51,147		102,228		54,388		108,771
Bank of Coweta		62,367		124,704		62,632		125,244		62,721		125,436
Citizens Bank & Trust of West Georgia		98,015		195,869		92,512		184,875		101,758		203,503
Synovus Securities, Inc.		125,164		250,254		201,024		394,642		310,009		620,433
Community Bank and Trust of Southeast Alabama		49,290		98,580		42,029		84,056		34,664		69,323
Tallahassee State Bank		25,199		50,398		22,900		45,784		26,833		53,663
CB&T Bank of Middle Georgia		64,561		128,867		44,240		88,356		47,846		95,686
First Community Bank of Tifton		45,649		91,374		38,323		76,640		40,044		80,084
CB&T of East Alabama *		42,991		86,080		39,960		79,920		38,073		76,141
Sea Island Bank		87,746		175,489		63,705		127,405		53,008		106,010
Citizens First Bank		46,668		93,332		43,033		86,047		44,537		89,069
First Coast Community Bank		31,197		62,393		29,246		57,952		29,517		59,030
Bank of Pensacola		126,789		253,541		107,707		215,240		103,597		207,185
Vanguard Bank and Trust		79,304		158,470		69,447		138,888		66,796		133,582
The National Bank of Walton County		39,739		79,478		38,189		75,849		43,807		87,609
Athens First Bank & Trust Co.		192,664		385,297		150,133		299,890		150,307		300,600
Citizens Bank of Fort Valley **		—		—		18,885		37,770		18,803		37,604
First Commercial Bank of Birmingham		237,228		474,230		201,370		402,448		175,218		350,418
First National Bank of Jasper		97,241		194,476		95,648		191,209		95,440		190,867
Sterling Bank		66,592		132,484		53,255		106,230		44,039		88,073
The Bank of Tuscaloosa		70,844		141,681		63,515		126,972		62,944		125,881
First Commercial Bank of Huntsville		83,985		167,971		65,666		131,261		59,169		118,330
Peachtree National Bank		35,438		70,876		51,052		101,947		50,629		101,252
Synovus Mortgage Corp.		219,133		438,031		215,915		431,691		171,157		342,303
Citizens & Merchants State Bank		26,122		52,243		24,247		48,494		24,744		49,486
Synovus Trust Company		305,904		611,995		245,332		489,877		233,262		466,506
The National Bank of South Carolina		376,145		752,260		338,097		676,106		296,227		592,421
Bank of North Georgia		462,183		924,117		322,803		645,592		316,769		633,512
Georgia Bank & Trust		58,091		116,179		47,049		94,065		42,612		85,217
Merit Leasing Corp. ***		—		—		2,661		5,322		3,029		6,057
Total Technology Ventures		11,137		22,273		10,547		21,094		7,439		14,878
Synovus Insurance of Georgia		12,051		24,102		9,295		18,590		12,672		25,343
Creative Financial Group		105,252		210,190		83,317		165,657		68,498		136,991
GLOBALT, Inc.		62,789		125,511		56,392		112,782		50,618		101,234
Machinery Leasing Co., Inc. ****		—		—		—		—		2,349		4,698
The Bank of Nashville		69,010		138,015		53,341		106,667		51,561		103,117
Synovus Investment Advisors ***		—		—		42,362		84,551		46,022		92,042
First Nation Bank		41,820		83,584		56,992		113,346		54,256		108,506
Synovus Bank of Jacksonville		41,600		83,201		36,143		72,284		27,738		55,474
Trust One Bank		73,391		146,628		65,232		130,234		63,388		126,772
Synovus Insurance of Florida		212		425		516		1,033		414		831
Synovus Insurance of Alabama		605		1,210		240		480		—		—
First Florida Bank		55,155		110,307		30,339		60,677		—		—
Cohutta Banking Company of Tennessee		8,649		17,417		4,749		9,497		1,622		3,244
Synovus Bank of Tampa Bay		182,756		365,507		165,774		330,962		157,310		314,607

Total contributions	$	6,145,401		12,289,728		5,476,539		10,935,315		4,996,579		9,993,103


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

**		On January 16, 2007, this entity was merged with CB&T Bank of Middle Georgia.

***		These entities were dissolved during 2007.

****		This entity had no employees during 2007 and 2006.

(Continued)

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2007, 2006, and 2005

(4)		Unrealized (Depreciation) Appreciation of Common Stock of Synovus Financial Corp.

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


	2007			2006		2005
Unrealized (depreciation) appreciation at end of year	$	(1,305,015	)		18,851,275		13,808,779
Unrealized appreciation at beginning of year		18,851,275			13,808,779		23,006,875

Unrealized (depreciation) appreciation for the year	$	(20,156,290	)		5,042,496		(9,198,096	)

(5)		Realized Gain on Withdrawal/Distributions to Participants

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


	2007		2006		2005
Fair value at dates of distribution or redemption of shares of Synovus common stock	$	17,734,489		19,576,133		19,295,801
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		14,062,014		15,593,048		13,901,594

Total realized gain	$	3,672,475		3,983,085		5,394,207

Synovus Financial (SNV) 10-K/A2007 FY Annual report (amended)