Synovus Financial (SNV) 10-K/A 2008 FY Annual report (amended)

Exhibit 99.2

FORM 11-K

(Mark One)

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

For the fiscal year ended                December 31, 2008               

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

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2008, 2007, and 2006

(With Report of Independent Registered Public Accounting Firm Thereon)

KPMG LLP
Suite 2000
303 Peachtree Street, NE
Atlanta, GA 30308

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, 2008 and 2007, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2008. 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, 2008 and 2007, 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, 2008, in conformity with U.S. generally accepted accounting principles.

April 24, 2009

SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2008 and 2007

	2008		2007
Assets
Common stock of Synovus Financial Corp., at fair value — 3,503,606 shares (cost $61,576,914) in 2008 and 2,516,050 shares (cost $61,891,496) in 2007	$	29,079,931		60,586,481
Dividends receivable		205,084		508,893
Contributions receivable		734,039		777,124
	$	30,019,054		61,872,498
Plan Equity
Plan equity (4,639 and 4,771 participants in 2008 and 2007, respectively)	$	30,019,054		61,872,498

See accompanying notes to financial statements.

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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, 2008, 2007, and 2006

	2008			2007			2006
Dividend income	$	1,374,275			1,992,143			1,891,529
Realized (loss) gain on distributions to participants (note 6)		(10,211,752	)		3,672,475			3,983,085
Unrealized (depreciation) appreciation of common stock of Synovus Financial Corp. (note 5)		(31,191,969	)		(20,156,290	)		5,042,496
Contributions (note 4):
Participants		12,704,261			12,289,728			10,935,315
Participating Employers		6,352,679			6,145,401			5,476,539
		(20,972,506	)		3,943,457			27,328,964
Withdrawals by participants — common stock of Synovus Financial Corp., at fair value (1,028,403 shares in 2008, 586,786 shares in 2007, and 703,082 shares in 2006) (note 6)		(10,880,938	)		(17,734,489	)		(19,576,133	)
(Decrease) increase in Plan equity		(31,853,444	)		(13,791,032	)		7,752,831
Plan equity at beginning of year		61,872,498			75,663,530			67,910,699
Plan equity at end of year	$	30,019,054			61,872,498			75,663,530

See accompanying notes to financial statements.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2008, 2007, and 2006

(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 by Synovus and its subsidiaries (the Participating Employers).
	Synovus serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	All employees who work twenty hours per week or more are 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 allowable contribution ranges from 3% to 7% of compensation based on years of service. 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, 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 on his or her behalf by the Agent.
	Participation in the Plan shall automatically terminate upon termination of a participant’s employment whether by death, retirement, or otherwise.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2008, 2007, and 2006

	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 Participating 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 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.
	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 securities are traded. The December 31, 2008 and 2007 fair values were $8.30 and $24.08 per share, respectively.
	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.
	The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs.
	Purchases and sales of Synovus common stock are reflected on a trade—date basis. Dividend income is accrued on the record date.
	Contributions by participants and Participating Employers are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2008, Plan investments include 28,850 shares held by 23 terminated employees who have not yet requested distribution in accordance with the terms of the Plan.
	Management of the Plan believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements
December 31, 2008, 2007, and 2006

(3)

Tax Status 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 Participating 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.

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2008, 2007, and 2006

(4)	Contributions
	Contributions by Participating Employers and by participants are as follows:

	2008				2007				2006
	Participating				Participating				Participating
Participating Employers	Employers		Participants		Employers		Participants		Employers		Participants
Synovus Financial Corp.	$	1,426,799		2,853,998		1,362,408		2,726,269		1,237,122		2,471,345
Columbus Bank and Trust Company		599,107		1,199,193		573,581		1,147,220		474,800		949,024
Commercial Bank and Trust Company of Troup County		34,335		68,662		37,236		74,448		32,634		65,268
Commercial Bank of Thomasville		74,832		149,661		72,805		145,545		67,409		134,813
Security Bank and Trust Company of Albany		62,458		124,909		57,525		115,048		49,890		99,776
Sumter Bank and Trust Company		44,819		89,639		48,271		96,542		48,259		96,515
The Coastal Bank of Georgia		74,253		148,502		71,857		143,773		62,753		125,427
First State Bank and Trust Company		47,269		94,536		47,769		95,346		46,711		93,293
Cohutta Banking Company		64,439		128,911		53,273		106,498		51,147		102,228
Bank of Coweta		63,172		126,335		62,367		124,704		62,632		125,244
Citizens Bank & Trust of West Georgia		70,159		140,306		98,015		195,869		92,512		184,875
Synovus Securities, Inc.		146,233		292,371		125,164		250,254		201,024		394,642
Community Bank and Trust of Southeast Alabama		58,572		117,143		49,290		98,580		42,029		84,056
Tallahassee State Bank		28,515		57,030		25,199		50,398		22,900		45,784
CB&T Bank of Middle Georgia		61,845		123,688		64,561		128,867		44,240		88,356
First Community Bank of Tifton		45,381		90,760		45,649		91,374		38,323		76,640
CB&T of East Alabama		49,096		98,192		42,991		86,080		39,960		79,920
Sea Island Bank		106,287		212,573		87,746		175,489		63,705		127,405
Citizens First Bank		47,662		95,323		46,668		93,332		43,033		86,047
First Coast Community Bank		32,093		64,140		31,197		62,393		29,246		57,952
Bank of Pensacola		137,531		275,062		126,789		253,541		107,707		215,240
Vanguard Bank and Trust		71,095		142,189		79,304		158,470		69,447		138,888
The National Bank of Walton County		29,204		58,406		39,739		79,478		38,189		75,849
Athens First Bank & Trust Co.		214,628		429,256		192,664		385,297		150,133		299,890
Citizens Bank of Fort Valley		—		—		—		—		18,885		37,770
First Commercial Bank of Birmingham		252,259		504,459		237,228		474,230		201,370		402,448
First National Bank of Jasper		96,379		192,750		97,241		194,476		95,648		191,209
Sterling Bank		67,672		134,865		66,592		132,484		53,255		106,230
The Bank of Tuscaloosa		67,584		135,165		70,844		141,681		63,515		126,972
First Commercial Bank of Huntsville		94,867		189,734		83,985		167,971		65,666		131,261
Peachtree National Bank		—		—		35,438		70,876		51,052		101,947
Synovus Mortgage Corp.		195,673		391,313		219,133		438,031		215,915		431,691
Citizens & Merchants State Bank		23,938		47,876		26,122		52,243		24,247		48,494
Synovus Trust Company		317,722		635,388		305,904		611,995		245,332		489,877
The National Bank of South Carolina		384,771		769,527		376,145		752,260		338,097		676,106
Bank of North Georgia		562,074		1,124,114		462,183		924,117		322,803		645,592
Georgia Bank & Trust		65,592		131,183		58,091		116,179		47,049		94,065
Merit Leasing Corp.		—		—		—		—		2,661		5,322
Total Technology Ventures		10,981		21,961		11,137		22,273		10,547		21,094
Synovus Insurance of Georgia		2,954		5,907		12,051		24,102		9,295		18,590
Creative Financial Group		108,516		216,977		105,252		210,190		83,317		165,657
GLOBALT, Inc.		70,590		139,741		62,789		125,511		56,392		112,782
The Bank of Nashville		73,976		147,941		69,010		138,015		53,341		106,667
Synovus Investment Advisors		—		—		—		—		42,362		84,551
First Nation Bank		—		—		41,820		83,584		56,992		113,346
Synovus Bank of Jacksonville		48,192		96,385		41,600		83,201		36,143		72,284
Trust One Bank		78,198		156,353		73,391		146,628		65,232		130,234
Synovus Insurance of Florida		195		388		212		425		516		1,033
Synovus Insurance of Alabama		84		168		605		1,210		240		480
First Florida Bank		35,133		70,202		55,155		110,307		30,339		60,677
Cohutta Banking Company of Tennessee		4,549		9,097		8,649		17,417		4,749		9,497
Synovus Bank		200,996		401,982		182,756		365,507		165,774		330,962
Total contributions	$	6,352,679		12,704,261		6,145,401		12,289,728		5,476,539		10,935,315

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SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2008, 2007, and 2006

(5)	Unrealized (Depreciation) Appreciation of Common Stock of Synovus Financial Corp.
	Changes in unrealized (depreciation) appreciation of Synovus common stock are as follows:

	2008			2007			2006
Unrealized (depreciation) appreciation at end of year	$	(32,496,984	)		(1,305,015	)		18,851,275
Unrealized (depreciation) appreciation at beginning of year		(1,305,015	)		18,851,275			13,808,779
Unrealized (depreciation) appreciation for the year	$	(31,191,969	)		(20,156,290	)		5,042,496

(6)	Realized (Loss) Gain on Withdrawal/Distributions to Participants
	The (loss) gain realized on withdrawal/distributions to participants is summarized as follows:

	2008			2007		2006
Fair value at dates of distribution or redemption of shares of Synovus common stock	$	10,880,938			17,734,489		19,576,133
Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed		21,092,690			14,062,014		15,593,048
Total realized (loss) gain	$	(10,211,752	)		3,672,475		3,983,085

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