Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from__________to___________
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 (I.R.S. Employer Identification No.)
incorporation or organization)
1200 Sixth 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 l2(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
-------- -------------
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. [ ]
As of February 22, 1996, 64,644,361 shares of the $.10 par value common
stock of Total System Services, Inc. were outstanding, and the aggregate market
value of the shares of $.10 par value common stock of Total System Services,
Inc. held by non-affiliates was approximately $282,551,650 (based upon the
closing per share price of such stock on said date.)
Portions of the 1995 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II, III and IV of this report. Portions of the Proxy
Statement of Registrant dated March 15, 1996 are incorporated in Part III of
this report.
Registrant's Documents Incorporated by Reference
Part Number and Item
Document Incorporated Number of Form 10-K
by Reference Into Which Incorporated
- ----------------------------------- --------------------------------
Pages 18 through 25, 30 through Part I, Item 1, Business
34, and 37 of
Registrant's 1995
Annual Report to Shareholders
Pages 30 through 34, and 37 of Part I, Item 2, Properties
Registrant's 1995 Annual
Report to Shareholders
Page 37 of Registrant's Part I, Item 3, Legal
1995 Annual Report to Proceedings
Shareholders
Page 39 of Registrant's 1995 Part II, Item 5, Market
Annual Report to Shareholders for Registrant's Common
Equity and Related Stock-
holder Matters
Page 17 of Registrant's 1995 Part II, Item 6, Selected
Annual Report to Shareholders Financial Data
Pages 18 through 25 of Registrant's Part II, Item 7, Management's
1995 Annual Report to Shareholders Discussion and Analysis of
Financial Condition and
Results of Operations
Pages 26 through 39 Part II, Item 8, Financial
of Registrant's 1995 Annual Statements and Supplementary
Report to Shareholders Data
Pages 2 through 4, 6 and 7, and 19 and Part III, Item 10,
20 of Registrant's Proxy Statement in Directors and Executive
connection with the Annual Meeting Officers of the Registrant
of Shareholders to be held on
April 15, 1996
Pages 9 through 12, and 15 Part III, Item 11,
of Registrant's Proxy Statement Executive Compensation
in connection with the Annual Meeting
of Shareholders to be held on
April 15, 1996
Page 5, and 16 and 17 of Part III, Item 12, Security
Registrant's Proxy Statement in connection Ownership of Certain
with the Annual Meeting of Shareholders Beneficial Owners and
to be held on April 15, 1996 Management
Pages 15 and 16, and 18 and 19 Part III, Item 13,
of Registrant's Proxy Statement in Certain Relationships
connection with the Annual Meeting and Related Transactions
of Shareholders to be held on April 15, 1996
and pages 32 through 34 of Registrant's 1995
Annual Report to Shareholders
Pages 26 through 38 of Registrant's Part IV, Item 14, Exhibits,
1995 Annual Report to Shareholders Financial Statement
Schedules and Reports
on Form 8-K
Table of Contents
Item No. Caption Page No.
Part I
1. Business
2. Properties
3. Legal Proceedings
4. Submission of Matters to a Vote of
Security Holders
Part II
5. Market for Registrant's Common Equity
and Related Stockholder Matters
6. Selected Financial Data
7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations
8. Financial Statements and Supplementary
Data
9. Changes In And Disagreements With Accountants
on Accounting and Financial Disclosure
Part III
10. Directors and Executive Officers of
the Registrant
11. Executive Compensation
12. Security Ownership of Certain
Beneficial Owners and Management
13. Certain Relationships and Related
Transactions
Part IV
14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
Item 1. Business.
Business. Established in 1983 as an outgrowth of an on-line accounting
and bankcard data processing system developed for Columbus Bank and Trust
Company(R), Total System Services, Inc.(sm) ("TSYS(R)") is now one of the
world's largest credit, debit and private-label card processing companies. Based
in Columbus, Georgia, and traded on the New York Stock Exchange under the symbol
"TSS," TSYS provides a comprehensive on-line system of data processing services
marketed as THE TOTAL SYSTEM(sm), servicing issuing and acquiring institutions
throughout the United States, Puerto Rico, Canada and Mexico, representing more
than 63 million cardholder and over 600,000 merchant accounts. TSYS provides
card production, domestic and international clearing, statement preparation,
customer service support, merchant accounting, merchant services and management
support. Synovus Financial Corp.(R), a $7.9 billion asset, multi-financial
services company, owns 80.8 percent of TSYS.
TSYS has four wholly-owned subsidiaries: (1) Columbus Depot Equipment
Company(sm) ("CDEC(sm)"), which sells and leases computer related equipment
associated with TSYS' bankcard data processing services and bank data processing
services provided by an affiliate; (2) Mailtek, Inc.(sm) ("Mailtek"), which
provides full-service direct mail production services and offers data
processing, list management, laser printing, computer output microfiche, card
embossing, encoding and mailing services; (3) Lincoln Marketing, Inc.(sm)
("LMI"), which provides correspondence, fulfillment, telemarketing, data
processing and mailing services; and (4) Columbus Productions, Inc.(sm) ("CPI"),
which provides full-service commercial printing and related services. TSYS also
holds a 49% equity interest in a Mexican company named Total System Services de
Mexico, S.A. de C.V.("TSM"), which provides credit card related processing
services to Mexican banks.
Service Marks. TSYS owns a family of service marks containing the name
Total System, and the federally registered service marks TSYS and TS2, to which
TSYS believes strong customer identification attaches. TSYS also owns service
marks associated with its subsidiaries. Management does not believe the loss of
such marks would have a material impact on the business of TSYS.
Major Customers. A significant amount of TSYS' revenues are derived
from certain major customers who are processed under long-term contracts. For
the year ended December 31, 1995, AT&T Universal Card Services Corp. and
NationsBank accounted for 21.4% and 12.4%, respectively, of TSYS' total
revenues. As a result, the loss of one of TSYS' major customers could have a
material adverse effect on TSYS' results of operations.
- ------------------------------------
Synovus Financial Corp., Synovus, Columbus Bank and Trust Company and CB&T are
federally registered service marks of Synovus Financial Corp. Total System
Services, Inc., "THE TOTAL SYSTEM," Columbus Depot Equipment Company, CDEC,
Lincoln Marketing, Inc., Mailtek, Inc. and Columbus Productions, Inc. are
service marks of Total System Services, Inc. TSYS and TS2 are federally
registered service marks of Total System Services, Inc.
1
Competition. TSYS encounters vigorous competition in providing bankcard
data processing services from several different sources. The national market in
third party bankcard data processors is presently being provided by
approximately five vendors. TSYS believes that it is the second largest third
party bankcard processor in the United States. In addition, TSYS competes
against software vendors which provide their products to institutions which
process in-house. TSYS is presently encountering, and in the future anticipates
continuing to encounter, substantial competition from bankcard associations,
data processing and bankcard computer service firms and other such third party
vendors located throughout the United States.
TSYS' major competitor in the bankcard data processing industry is
First Data Resources, Inc., a wholly-owned subsidiary of First Data Corporation,
which is headquartered in Omaha, Nebraska, and provides bankcard data processing
services, including authorization and data entry services. The principal methods
of competition between TSYS and First Data Resources are price and the type and
quality of services provided. In addition, there are a number of other companies
which have the necessary financial resources and the technological ability to
develop or acquire products and, in the future, to provide services similar to
those being offered by TSYS.
Regulation and Examination. TSYS is subject to being examined, and is
indirectly regulated, by the Office of the Comptroller of the Currency, the
Federal Reserve Board ("Board"), the Federal Deposit Insurance Corporation, the
Office of Thrift Supervision, the National Credit Union Administration, and the
various state financial regulatory agencies which supervise and regulate the
banks, savings institutions and credit unions for which TSYS provides bankcard
data processing services. Matters reviewed and examined by these federal and
state financial institution regulatory agencies have included TSYS' internal
controls in connection with its present performance of bankcard data processing
services, and the agreements pursuant to which TSYS provides such services.
On January 4, 1990, the Federal Reserve Bank of Atlanta approved
Synovus' indirect retention of its ownership of TSYS through Columbus Bank and
Trust Company ("CB&T") and TSYS is now subject to direct regulation by the
Board. TSYS was formed with the prior written approval of, and is subject to
regulation and examination by, the Department of Banking and Finance of the
State of Georgia as a subsidiary of CB&T and is authorized to engage in only
those activities which CB&T itself is authorized to engage in directly, which
includes the bankcard and other data processing services presently being
provided by TSYS. As TSYS and its subsidiaries operate as subsidiaries of CB&T,
they are subject to regulation by the Federal Deposit Insurance Corporation.
Employees. On December 31, 1995, TSYS had 2,269 full-time employees.
See the "Financial Review" Section on pages 18 through 25 and Note 1,
Note 4 and Note 9 of Notes to Consolidated Financial Statements on pages 30
through 32, 33 and 34, and 37 of TSYS' 1995 Annual Report to Shareholders which
are specifically incorporated herein by reference.
2
Item 2. Properties.
TSYS owns its 73,000 square foot South Center located at 1000 Fifth
Avenue, Columbus, Georgia 31901, and owns its 60,000 square foot Annex Building
located at 420 10th Street, Columbus, Georgia 31901. TSYS also owns a warehouse
facility, various other tracts of real estate located near or adjacent to its
South Center and Annex Building which are used for parking and/or future
expansion needs, and leases additional office space in Columbus, Georgia,
Atlanta, Georgia, and Jacksonville, Florida.
The approximately 32,000 square foot Columbus Depot, located at 1200
Sixth Avenue, Columbus, Georgia 31901, which is owned by TSYS and is on the
National Register of Historic Places, houses TSYS' executive offices and several
corporate divisions.
TSYS also owns a 210,000 square foot production center which is located
on a 40.4 acre tract of land in north Columbus, Georgia. Primarily a production
center, this facility houses TSYS' primary data processing computer operations,
statement preparation, mail handling, microfiche production and purchasing, as
well as other related operations.
TSM owns a 52,000 square foot structure in Toluca, Mexico which has
offices, a communication node and facilities for statement production, report
printing and card embossing.
During 1995, TSYS purchased a 110,000 square foot building on a 23-acre
site in Columbus, Georgia, to accommodate current and future office space needs.
On March 7, 1996, TSYS announced its plans to purchase approximately 50
acres in downtown Columbus, Georgia, on which it will begin building a
campus-like complex for its corporate headquarters in early 1997.
All properties owned and leased by TSYS are in good repair and suitable
condition for the purposes for which they are used.
In addition to its real property, TSYS owns and/or leases a substantial
amount of computer equipment.
See Note 1, Note 2, Note 3, Note 5 and Note 9 of Notes to Consolidated
Financial Statements on pages 30 through 32, pages 33 and 34, and page 37 of
TSYS' 1995 Annual Report to Shareholders which are specifically incorporated
herein by reference.
Item 3. Legal Proceedings.
See Note 9 of Notes to Consolidated Financial Statements on page 37 of
TSYS' Annual Report to Shareholders which is specifically incorporated herein by
reference.
3
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The "Quarterly Financial Data, Stock Price, Dividend Information"
Section which is set forth on page 39 of TSYS' 1995 Annual Report to
Shareholders is specifically incorporated herein by reference.
Item 6. Selected Financial Data.
The "Selected Financial Data" Section which is set forth on page 17 of
TSYS' 1995 Annual Report to Shareholders is specifically incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The "Financial Review" Section which is set forth on pages 18 through
25 of TSYS' 1995 Annual Report to Shareholders, which includes the information
encompassed within "Management's Discussion and Analysis of Financial Condition
and Results of Operations," is specifically incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The "Quarterly Financial Data, Stock Price, Dividend Information"
Section, which is set forth on page 39, and the "Consolidated Balance Sheets,
Consolidated Statements of Income, Consolidated Statements of Shareholders'
Equity, Consolidated Statements of Cash Flows, Notes to Consolidated Financial
Statements and Report of Independent Auditors" Sections, which are set forth on
pages 26 through 38 of TSYS' 1995 Annual Report to Shareholders are specifically
incorporated herein by reference.
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
Item 10. Directors and Executive Officers of the Registrant.
The "ELECTION OF DIRECTORS - Information Concerning Number and
Classification of Directors and Nominees" Section which is set forth on pages 2
and 3, the "ELECTION OF DIRECTORS - Information Concerning Directors and
Nominees for Class I Directors - General Information" Section which is set forth
on pages 3 and 4, the "ELECTION OF DIRECTORS - Executive Officers" Section which
is set forth on pages 6 and 7, and the "COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT" Section which is set forth on pages 19 and 20 of TSYS'
Proxy Statement in connection with the Annual Meeting of Shareholders of TSYS to
be held
4
on April 15, 1996 are specifically incorporated herein by reference.
Item 11. Executive Compensation.
The "EXECUTIVE COMPENSATION - Summary Compensation Table; Stock Option
Exercises and Grants; Compensation of Directors; Change in Control Arrangements;
and Compensation Committee Interlocks and Insider Participation" Sections which
are set forth on pages 9 through 12, and page 15 of TSYS' Proxy Statement in
connection with the Annual Meeting of Shareholders of TSYS to be held on April
15, 1996 are specifically incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The "ELECTION OF DIRECTORS - Information Concerning Directors and
Nominees for Class I Directors - TSYS Common Stock Ownership of Directors and
Management" Section which is set forth on page 5, the "RELATIONSHIPS BETWEEN
TSYS, SYNOVUS, CB&T AND CERTAIN OF SYNOVUS' SUBSIDIARIES - Beneficial Ownership
of TSYS Common Stock by CB&T" Section which is set forth on page 16, and the
"RELATIONSHIPS BETWEEN TSYS, SYNOVUS, CB&T AND CERTAIN OF SYNOVUS' SUBSIDIARIES
- - Synovus Common Stock Ownership of Directors and Management" Section which is
set forth on pages 16 and 17 of TSYS' Proxy Statement in connection with the
Annual Meeting of Shareholders of TSYS to be held on April 15, 1996 are
specifically incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The "EXECUTIVE COMPENSATION - Compensation Committee Interlocks and
Insider Participation" Section which is set forth on page 15, "EXECUTIVE
COMPENSATION - Transactions with Management" Section which is set forth on pages
15 and 16, the "RELATIONSHIPS BETWEEN TSYS, SYNOVUS, CB&T AND CERTAIN OF
SYNOVUS' SUBSIDIARIES - Beneficial Ownership of TSYS Common Stock by CB&T"
Section which is set forth on page 16, the "RELATIONSHIPS BETWEEN TSYS, SYNOVUS,
CB&T AND CERTAIN OF SYNOVUS' SUBSIDIARIES Interlocking Directorates of TSYS,
Synovus and CB&T" Section which is set forth on page 16, and the "RELATIONSHIPS
BETWEEN TSYS, SYNOVUS, CB&T, AND CERTAIN OF SYNOVUS' SUBSIDIARIES - Bankcard
Data Processing Services Provided to CB&T and Certain of Synovus' Subsidiaries;
Other Agreements Between TSYS, Synovus, CB&T and Certain of Synovus'
Subsidiaries" Section which is set forth on pages 18 and 19 of TSYS' Proxy
Statement in connection with the Annual Meeting of Shareholders of TSYS to be
held on April 15, 1996 are specifically incorporated herein by reference.
See also Note 2 and Note 5 of Notes to Consolidated Financial
Statements on pages 32, and 33 and 34 of TSYS' 1995 Annual Report to
Shareholders which are specifically incorporated herein by reference.
5
Item 14. 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 26 through 38 of
TSYS' 1995 Annual Report to Shareholders to Item 8, Part II, Financial
Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 1995 and 1994.
Consolidated Statements of Income - Years Ended December 31,
1995, 1994 and 1993.
Consolidated Statements of Shareholders' Equity - Years Ended
December 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows - Years Ended December
31, 1995, 1994 and 1993.
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, 1995, 1994 and 1993.
All other schedules are omitted because they are
inapplicable or the required information is included in the Notes to
Consolidated Financial Statements.
3. Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation of Total System
Services, Inc. ("TSYS"), as amended,
incorporated by reference to Exhibit 3.1 of
TSYS' Annual Report on Form 10-K for the
fiscal year ended December 31, 1990, as
filed with the Commission on March 19, 1991.
6
3.2 Bylaws of TSYS.
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, 1992, as
filed with the Commission on March 18, 1993.
10.2 Group "Y" Key Executive Restricted Stock
Bonus Plan of TSYS, incorporated by
reference to Exhibit 10.2 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.
10.3 1985 Key Employee Restricted Stock Bonus
Plan of TSYS, incorporated by reference to
Exhibit 10.3 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.
10.4 1990 Key Employee Restricted Stock Bonus
Plan of TSYS, incorporated by reference to
Exhibit 10.4 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.
10.5 Total System Services, Inc. 1992 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 Excess Benefit Agreement of TSYS,
incorporated by reference to Exhibit 10.6 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.
10.7 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 use of
aircraft, incorporated
7
by reference to Exhibit 10.9 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.
10.10 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.
10.13 Change of Control Agreements for executive
officers of TSYS.
11.1 Statement re Computation of Per Share
Earnings.
13.1 Certain specified pages of TSYS' 1995
Annual Report to Shareholders, which are
specifically incorporated herein by
reference.
20.1 Proxy Statement for the Annual Meeting of
Shareholders of TSYS to be held on April 15,
1996, certain pages of which are
specifically incorporated herein by
reference.
21.1 Subsidiaries of Total System Services, Inc.
23.1 Independent Auditors' Consent.
24.1 Powers of Attorney contained on the
signature pages of the 1995 Annual Report on
Form 10-K.
27.1 Financial Data Schedule (for SEC use only).
99.1 Annual Report on Form 11-K for the Total
System Services, Inc. Employee Stock
Purchase Plan for the year ended December
31, 1995 (to be filed as an amendment hereto
within 120 days of the end of the period
covered by this report.)
99.2 Annual Report on Form 11-K for the Total
System Services,
8
Inc. Director Stock Purchase Plan for the
year ended December 31, 1995 (to be filed as
an amendment hereto within 120 days of the
end of the period covered by this report.)
(b) Reports on Form 8-K
On October 20, 1995, TSYS filed a Form 8-K with the Commission
in connection with the renewal of a long-term credit card processing contract
with NationsBank.
filings\TSYS\TSYS96.10K
9
Report of Independent Auditors
The Board of Directors
Total System Services, Inc.
Under date of January 26, 1996, we reported on the consolidated balance sheets
of Total System Services, Inc. and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1995, as contained in the Total System Services, Inc. 1995 Annual Report to
Shareholders. These consolidated financial statements and our report thereon are
incorporated by reference in the Total System Services, Inc. Annual Report on
Form 10-K for the year 1995. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related financial
statement schedule in Item 14(a)2. The financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
In our opinion, such financial schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
January 26, 1996
Total System Services, Inc.
Schedule II
Valuation and Qualifying Accounts
__________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________
Additions
________________________
Charged to
Balance at Charged to other Balance at
beginning costs and accounts-- Deductions-- end of
Description of period expenses describe describe period
__________________________________________________________________________________________________________________________
Year ended December 31, 1993:
Allowance for doubtful accounts $ 707,428 137,848 - (30,203)<F1> $ 815,073
========= ========= ======== ========= =========
Year ended December 31, 1994: (16,347)<F1>
Allowance for doubtful accounts $ 815,073 - - (542,958)<F2> 255,768
========= ========= ======== ========= =========
Year ended December 31, 1995:
Allowance for doubtful accounts $ 255,768 509,500 - (50,894)<F1> $ 714,374
========= ========= ========= ========= =========
- ------------
<FN>
<F1> Accounts deemed to be uncollectible and written off during the year.
<F2> Reversal of provision for bad debt expense to adjust allowance for doubtful accounts to appropriate amounts.
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)
March 19, 1996 By:/s/ Richard W. Ussery
---------------------
Richard W. Ussery,
Chairman and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, Richard W. Ussery and
Philip W. Tomlinson each of them, his true and lawful attorney(s)-in-fact and
agent(s), with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this report and to file the same, with all exhibits and schedules thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney(s)-in-fact and agent(s) full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, this report has been signed by the following
persons in the capacities and on the dates indicated.
/s/James H. Blanchard Date: March 19, 1996
- -----------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee
/s/Richard W. Ussery Date: March 19, 1996
- -----------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
/s/Philip W. Tomlinson Date: March 19, 1996
- -----------------------------------------------
Philip W. Tomlinson,
President
and Director
/s/James B. Lipham Date: March 19, 1996
- -----------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer
/s/William A. Pruett Date: March 19, 1996
- -----------------------------------------------
William A. Pruett,
Exective Vice President
/s/M. Troy Woods Date: March 19, 1996
- -----------------------------------------------
M. Troy Woods,
Executive Vice President
/s/G. Sanders Griffith, III Date: March 19, 1996
- -----------------------------------------------
G. Sanders Griffith, III,
General Counsel and Secretary
/s/Griffin B. Bell Date: March 19, 1996
- -----------------------------------------------
Griffin B. Bell,
Director
/s/ Richard Y. Bradley Date: March 19, 1996
- -----------------------------------------------
Richard Y. Bradley,
Director
/s/Salvador Diaz-Verson, Jr. Date: March 19, 1996
- -----------------------------------------------
Salvador Diaz-Verson, Jr.,
Director
/s/Kenneth E. Evans Date: March 19, 1996
- -----------------------------------------------
Kenneth E. Evans,
Director
/s/Gardiner W. Garrard, Jr. Date: March 19, 1996
- -----------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/ John P. Illges Date: March 19, 1996
- -----------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: March 19, 1996
- -----------------------------------------------
Mason H. Lampton,
Director
/s/W. Walter Miller, Jr. Date: March 19, 1996
- -----------------------------------------------
W. Walter Miller, Jr.,
Director
/s/H. Lynn Page Date: March 19, 1996
- -----------------------------------------------
H. Lynn Page,
Director
/s/William B. Turner Date: March 19, 1996
- -----------------------------------------------
William B. Turner,
Director
/s/George C. Woodruff, Jr. Date: March 19, 1996
- -----------------------------------------------
George C. Woodruff, Jr.,
Director
/s/James D. Yancey Date: March 19, 1996
- -----------------------------------------------
James D. Yancey,
Director