UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-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, 2018
Commission file number1-10254
TOTAL SYSTEM SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Georgia | 58-1493818 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One TSYS Way Columbus, Georgia | 31901 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (706)644-4388
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☒ NO ☐
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 ☐ NO ☒
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 ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-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 Form10-K or any amendment to this Form10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated Filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). YES ☐ NO ☒
As of June 30, 2018, the aggregate market value of the registrant’s common stock held bynon-affiliates of the registrant was approximately $9,575,381,000 based on the closing sale price as reported on the New York Stock Exchange.
As of January 31, 2019, there were 176,915,530 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Documents | Form10-K Reference Locations | |
Portions of the Annual Report to Shareholders for the year ended December 31, 2018 (“Annual Report”) | Parts I, II, III and IV | |
Portions of the 2019 Proxy Statement for the Annual Meeting of Shareholders to be held May 2, 2019 (“Proxy Statement”) | Part III | |
EXPLANATORY NOTE
Total System Services, Inc. is filing this Amendment No. 1 on Form10-K/A for the sole purpose of amending Item 15 of its Annual Report on Form10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on February 21, 2019, to include Exhibit 99.1, the Annual Report on Form11-K for the Total System Services, Inc. 2012 Employee Stock Purchase Plan for the year ended December 31, 2018 as set forth below and in the attached exhibits. This Amendment No. 1 does not otherwise update information in the originally filed Form10-K to reflect facts or events occurring subsequent to the original filing date.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements
The following consolidated financial statements of TSYS are incorporated in this document by reference from pages 35 through 86 of the Annual Report.
Consolidated Balance Sheets—December 31, 2018 and 2017
Consolidated Statements of Income—Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income—Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows—Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Changes in Equity—Years Ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting
2. Financial Statement Schedules
The following consolidated financial statement schedule of TSYS is included:
Schedule II—Valuation and Qualifying Accounts—Years Ended December 31, 2018, 2017 and 2016
All other schedules are omitted because they are inapplicable or the required information is included in the consolidated financial statements and notes thereto.
3. Exhibits
The following exhibits are filed herewith or are incorporated to other documents previously filed with the SEC. Exhibits 10.5 through 10.28 pertain to executive compensation plans and arrangements. With the exception of those portions of the Annual Report and Proxy Statement that are expressly incorporated by reference in this Form10-K, such documents are not to be deemed filed as part of this Form10-K.
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EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
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| * | Filed Herewith |
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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 TSYS and our subsidiaries on a consolidated basis.
Item 16. Form10-K Summary
None.
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. | ||||||
| April 11, 2019 | By: | /s/ M. Troy Woods | ||||
| M. Troy Woods, | ||||||
| Chairman, President and Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
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