SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2003
Commission file number 1-10254
TOTAL SYSTEM SERVICES, INC.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1493818
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1600 First Avenue
Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-2204
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.10 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
YES X NO___________
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As of February 17, 2004, 196,846,029 shares of the $.10 par value
common stock of Total System Services, Inc. were outstanding. The aggregate
market value of the shares of $.10 par value common stock of Total System
Services, Inc. held by nonaffiliates on December 31, 2003 was approximately
$612,106,000 (based upon the closing price of such stock on June 30, 2003).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 10, 2004 are incorporated in Parts I, II, III and IV of this report.
The undersigned registrant hereby amends Item 15 of its Annual Report
on Form 10-K for the year ended December 31, 2003 by adding Exhibit 99.1, the
Annual Report on Form 11-K for the Total System Services, Inc. Employee Stock
Purchase Plan for the year ended December 31, 2003, and by adding Exhibit 99.2,
the Annual Report on Form 11-K for the Total System Services, Inc. Director
Stock Purchase Plan for the year ended December 31, 2003, as set forth below and
in the attached exhibits.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of TSYS are
specifically incorporated by reference from pages F-22 through F-48 of the
Financial Appendix to TSYS' Proxy Statement to Item 8, Part II, Financial
Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 2003 and 2002.
Consolidated Statements of Income - Years Ended December 31,
2003, 2002 and 2001.
Consolidated Statements of Cash Flows - Years Ended December
31, 2003, 2002 and 2001.
Consolidated Statements of Shareholders' Equity and
Comprehensive Income - Years Ended December 31, 2003, 2002 and
2001.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
2. Index to Financial Statement Schedules
The following report of independent auditors and consolidated
financial statement schedule of Total System Services, Inc. are included:
Report of Independent Auditors.
Schedule II - Valuation and Qualifying Accounts - Years Ended
December 31, 2003, 2002 and 2001.
All other schedules are omitted because they are inapplicable
or the required information is included in the Notes to Consolidated Financial
Statements.
3. Exhibits
2
Exhibit
Number Description
------- ------------
3.1 Articles of Incorporation of Total System Services,
Inc. ("TSYS"), as amended, incorporated by reference to
Exhibit 4.1 of TSYS' Registration Statement on Form S-8
filed with the Commission on April 18, 1997 (File No.
333-25401).
3.2 Bylaws of TSYS, as amended, incorporated by reference
to Exhibit 3.2 of TSYS' Annual Report on Form 10-K for
the fiscal year ended December 31, 2002, as filed with
the Commission on March 19, 2003.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Director Stock Purchase Plan of TSYS, incorporated by
reference to Exhibit 10.1 of TSYS' Annual Report on
Form 10-K for the fiscal year ended December 31, 1999,
as filed with the Commission on March 16, 2000.
10.2 Total System Services, Inc. 2002 Long-Term Incentive
Plan, incorporated by reference to Exhibit 10.2 of
TSYS' Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, as filed with the Commission
on March 19, 2002.
10.3 Synovus Financial Corp. 2002 Long-Term Incentive Plan
in which executive officers of TSYS participate,
incorporated by reference to Exhibit 10.3 of TSYS'
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission on
March 19, 2002.
10.4 Synovus Financial Corp./Total System Services, Inc.
Deferred Compensation Plan, incorporated by reference
to Exhibit 10.4 of TSYS' Annual Report on Form 10-K for
the fiscal year ended December 31, 2001, as filed with
the Commission on March 19, 2002.
10.5 Total System Services, Inc. 1992 Long-Term Incentive
Plan, which was renamed the Total System Services, Inc.
2000 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.5 of TSYS' Annual Report on
Form 10-K for the fiscal year ended December 31, 1992,
as filed with the Commission on March 18, 1993.
10.6 Total System Services, Inc. Directors' Deferred
Compensation Plan, incorporated by reference to Exhibit
10.6 of TSYS' Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, as filed with the
Commission on March 19, 2002.
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10.7 Wage Continuation Agreement of TSYS, incorporated by
reference to Exhibit 10.7 of TSYS' Annual Report on
Form 10-K for the fiscal year ended December 31, 1992,
as filed with the Commission on March 18, 1993.
10.8 Incentive Bonus Plan of Synovus Financial Corp. in
which executive officers of TSYS participate,
incorporated by reference to Exhibit 10.8 of TSYS'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 18, 1993.
10.9 Agreement in Connection With Personal Use of Company
Aircraft.
10.10 Split Dollar Insurance Agreement of TSYS, incorporated
by reference to Exhibit 10.10 of TSYS' Annual Report on
Form 10-K for the fiscal year ended December 31, 1993,
as filed with the Commission on March 22, 1994.
10.11 Synovus Financial Corp. 1994 Long-Term Incentive Plan
in which executive officers of TSYS participate,
incorporated by reference to Exhibit 10.11 of TSYS'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on
March 9, 1995.
10.12 Synovus Financial Corp. Executive Bonus Plan in which
executive officers of TSYS participate, incorporated by
reference to Exhibit 10.12 of TSYS' Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
as filed with the Commission on March 19, 1996.
10.13 Change of Control Agreements for executive officers of
TSYS, incorporated by reference to Exhibit 10.13 of
TSYS' Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as filed with the Commission
on March 19, 1996.
10.14 Stock Option Agreement of Samuel A. Nunn, incorporated
by reference to Exhibit 10.14 of TSYS' Annual Report on
Form 10-K for the fiscal year ended December 31, 1996,
as filed with the Commission on March 20, 1997.
10.15 Synovus Financial Corp. Deferred Stock Option Plan in
which executive officers of TSYS participate,
incorporated by reference to Exhibit 10.15 of TSYS'
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission on
March 19, 2002.
10.16 Synovus Financial Corp. 2000 Long-Term Incentive Plan
in which
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executive officers of TSYS participate,
incorporated by reference to Exhibit 10.16 of TSYS'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the Commission on
March 16, 2000.
10.17 Split Dollar Insurance Agreement and related Executive
Benefit Substitution Agreement of Synovus Financial
Corp. in which executive officers of TSYS participate,
incorporated by reference to Exhibit 10.19 of TSYS'
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission on
March 19, 2002.
20.1 Proxy Statement, including Financial Appendix, for the
Annual Meeting of Shareholders of TSYS to be held on
April 15, 2004, certain pages of which are specifically
incorporated herein by reference.
21.1 Subsidiaries of Total System Services, Inc.
23.1* Independent Auditors' Consents.
24.1 Powers of Attorney contained on the signature pages of
the 2003 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* Annual Report on Form 11-K for the Total System
Services, Inc. Employee Stock Purchase Plan for the
year ended December 31, 2003.
99.2* Annual Report on Form 11-K for the Total System
Services, Inc. Director Stock Purchase Plan for the
year ended December 31, 2003.
*Filed herewith
(b) Reports on Form 8-K
On October 14, 2003, TSYS filed a Form 8-K with the Commission
in connection with the announcement of its earnings for the third quarter of
2003.
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On December 9, 2003, TSYS filed a Form 8-K with the Commission
in connection with the election of Philip W. Tomlinson as Chief Executive
Officer of TSYS.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Total System Services, Inc. has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TOTAL SYSTEM SERVICES, INC.
(Registrant)
April 5, 2004 By: /s/Philip W. Tomlinson
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Philip W. Tomlinson,
Principal Executive Officer
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