TSS / Total System Services, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TSS / Total System Services, Inc. 15-15D - - 15-15D

15-15D 1 d92872d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. TOTAL SYSTEM SERVICES, INC. (Global Payments Inc., as successor by

TSS / Total System Services, Inc. 15-15D - - 15-15D

15-15D 1 d92872d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. TOTAL SYSTEM SERVICES, INC. (Global Payments Inc., as successor by

TSS / Total System Services, Inc. 15-12B - - 15-12B

15-12B 1 d92872d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. TOTAL SYSTEM SERVICES, INC. (Global Payments Inc., as successor by

TSS / Total System Services, Inc. 15-12B - - FORM 15-12B

15-12B 1 d701761d1512b.htm FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. TOTAL SYSTEM SERVICES, INC. (Global Payments Inc., as succes

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 20, 2019 (September 17, 2019) TOTAL SYSTEM SERVICES, INC.

Global Payments Completes Merger with TSYS, Creating Preeminent Technology-Enabled Payments Company

EX-99.1 Exhibit 99.1 September 18, 2019 FOR IMMEDIATE RELEASE Investor Contact: Media Contact: Winnie Smith 770.829.8478 Rob Ward 706.641.6739 [email protected] [email protected] Global Payments Completes Merger with TSYS, Creating Preeminent Technology-Enabled Payments Company ATLANTA—(BUSINESS WIRE)—Global Payments Inc. (NYSE: GPN), a leading worldwide provider of paym

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 30, 2019, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.1

TSS / Total System Services, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d748457ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

TSS / Total System Services, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d748457ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

TSS / Total System Services, Inc. S-8 POS - - FORM S-8 POS

S-8 POS 1 d748457ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washi

TSS / Total System Services, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d748457ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

TSS / Total System Services, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d748457ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

TSS / Total System Services, Inc. S-8 POS - - FORM S-8 POS

FORM S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No.

TSS / Total System Services, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d748457ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

TSS / Total System Services, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d748457ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 25401 Registration No. 333- 41775 Registration No. 333- 104142 Registration No. 333- 142791 Registration No. 333- 148449 Registration No. 333- 181790 Registration No. 333- 189733 Registration No. 333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

TSS / Total System Services, Inc. POSASR - - POSASR

POSASR 1 d802319dposasr.htm POSASR As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 221326 Registration No. 333- 210148 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-221326) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-210148) TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1

TSS / Total System Services, Inc. POSASR - - POSASR

POSASR 1 d802319dposasr.htm POSASR As filed with the Securities and Exchange Commission on September 18, 2019 Registration No. 333- 221326 Registration No. 333- 210148 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-221326) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-210148) TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1

TSS / Total System Services, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0021-totalsystemservicesin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Total System Services Inc Title of Class of Securities: Common Stock CUSIP Number: 891906109 Date of Event Which Requires Filing of this Statement: August 30, 2019 Check the appropriate box to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2019 (August 29, 2019) TOTAL SYSTEM SERVICES, INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2019 TOTAL SYSTEM SERVICES, INC.

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Registration No.: 333-232545 Date: August 27, 2019 On August 27, 2019, Jeffrey S. Sloan, Chief Executive Officer of Global Payments Inc. (the “Company”), sent the following email to al

TSS / Total System Services, Inc. 425 - Merger Prospectus - 425

425 1 d777751d425.htm 425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Registration No.: 333-232545 Date: August 26, 2019 On August 26, 2019, M. Troy Woods, Chairman and Chief Executive Officer of Total System Services, Inc. (“TSYS”

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2019 GLOBAL PAYMENTS INC.

TSS / Total System Services, Inc. 425 - Merger Prospectus - 425

425 1 d742672d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2019 TOTAL SYSTEM SERVICES, INC. (Exact Name of Registrant as Specified in Charter) Georgia 1-10254 58-1493818 (State or Other Jurisdiction of Incor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2019 TOTAL SYSTEM SERVICES, INC.

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2019 Global Payments Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 001-16111 58-2567903 (State or other jurisdiction of incorporation) (Commission

Supplemental Indenture No. 1, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee.

EX-4.2 Exhibit 4.2 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE No. 1, dated as of August 14, 2019 (this “Supplemental Indenture”), between GLOBAL PAYMENTS INC., a Georgia corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee and escrow agent (in its capacity as trustee, the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Trus

Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee.

EX-4.1 Exhibit 4.1 INDENTURE GLOBAL PAYMENTS INC. TO U.S. BANK NATIONAL ASSOCIATION TRUSTEE Dated as of August 14, 2019 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 7 Section 1.3 Forms of Documents Delivered to Trustee 8 Section 1.4 Acts of Holders 8 Section 1.5 Notices, Etc. to Trus

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2019 Global Payments Inc. (Exact name of registrant as specified in its charter) Georgia 001-16111 58-2567903 (State or other jurisdiction of incorporation) (Commission File

Underwriting Agreement, dated August 7, 2019, among the Company and the underwriters named therein.

EX-1.1 2 d774359dex11.htm EX-1.1 EXHIBIT 1.1 GLOBAL PAYMENTS INC. $1,000,000,000 2.650% SENIOR NOTES DUE 2025 $1,250,000,000 3.200% SENIOR NOTES DUE 2029 $750,000,000 4.150% SENIOR NOTES DUE 2049 UNDERWRITING AGREEMENT August 7, 2019 BofA Securities, Inc. One Bryant Park, New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As Representatives of the sever

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

425 1 d770355d425.htm 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Registration No.: 333-232545 Date: August 8, 2019 August 8, 2019 FOR IMMEDIATE RELEASE Investor Contact: Media Contact: Winnie Smith 770.829.8478 Kimberly Mann 77

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total System Services, Inc. for the three and six months ended June 30, 2019 and 2018

EX-99.4 EXHIBIT 99.4 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total System Services, Inc. for the three and six months ended June 30, 2019 and 2018 This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Total System Services, Inc. (“TSYS,” “we,” “us,” “our”

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2019 Commission file number 001-16111 GLOBAL PAYMENTS INC. (Exact name of registrant as specified in charter) Georgia 58-2567903 (State or other jurisdiction of incorpor

Interim unaudited consolidated financial statements of Total System Services, Inc. as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018. TOTAL SYSTEM SERVICES, INC. Consolidated Balance Sheets (in thousands, except per sh

EX-99.2 EXHIBIT 99.2 Interim unaudited consolidated financial statements of Total System Services, Inc. as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018. TOTAL SYSTEM SERVICES, INC. Consolidated Balance Sheets (Unaudited) (in thousands, except per share data) June 30, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents (Note 2) $ 458,220 471,156

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.7 Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On May 27, 2019, Global Payments and TSYS entered into an agreement providing for the merger of TSYS with and into Global Payments, with Global Payments as the surviving entity. The merger is subject to the satisfaction or waiver of the closing conditions set forth in the merger agreement, including the approval of t

Information related to certain material risks related to Total System Services, Inc.’s business, operations and financial condition

EX-99.6 EXHIBIT 99.6 Information related to certain material risks related to Total System Services, Inc.’s business, operations and financial condition Unless the context otherwise requires, all references herein to “TSYS,” the “Company,” “we,” “our,” or “us” refer to Total System Services, Inc. and its consolidated subsidiaries and references to “management” refer to the management of TSYS. RISK

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total System Services, Inc. for the year ended December 31, 2018

EX-99.3 EXHIBIT 99.3 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total System Services, Inc. for the year ended December 31, 2018 This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Total System Services, Inc., (“TSYS,” “we,” “us,” “our” or the “Company” ref

Audited consolidated financial statements of Total System Services, Inc. as of December 31, 2018 and 2017 and for each of the fiscal years ended December 31, 2018, 2017 and 2016. Index to Consolidated Financial Statements Total System Services, Inc.

EX-99.1 EXHIBIT 99.1 Audited consolidated financial statements of Total System Services, Inc. as of December 31, 2018 and 2017 and for each of the fiscal years ended December 31, 2018, 2017 and 2016. Index to Consolidated Financial Statements Total System Services, Inc. and Subsidiaries Consolidated Financial Statements: Report of KPMG LLP, Independent Registered Public Accounting Firm 2 Consolida

Information related to Total System Services, Inc.’s business and operations and information related to certain material regulatory matters related to Total System Services, Inc.’s business

EX-99.5 EXHIBIT 99.5 Information related to Total System Services, Inc.’s business and operations and information related to certain material regulatory matters related to Total System Services, Inc.’s business Unless the context otherwise requires, all references herein to “TSYS,” the “Company,” “we,” “our,” or “us” refer to Total System Services, Inc. and its consolidated subsidiaries and refere

TSS / Total System Services, Inc. 425 - Merger Prospectus - 425

425 1 f425.htm 425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No. 001-10254 Date: July 31, 2019 On July 31, 2019, Total System Services, Inc. (“TSYS”) issued a press release announcing earnings for the quarter ende

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2019 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employ

TSYS Reports Second Quarter Earnings

Exhibit 99.1 TSYS Reports Second Quarter Earnings Columbus, Ga., July 31, 2019 – TSYS (NYSE: TSS) today reported results for the second quarter of 2019. “We were pleased to deliver another quarter of solid performance with increases in net revenue and adjusted diluted EPS, and margin expansion,” said M. Troy Woods, Chairman, President and CEO of TSYS. “We also remain confident that the combined st

Form of Non-Employee Director Fully Vested Stock Option Agreement

Exhibit 10.2 TOTAL SYSTEM SERVICES, INC. NONEMPLOYEE DIRECTOR FULLY VESTED STOCK OPTION AGREEMENT THIS NONEMPLOYEE DIRECTOR FULLY VESTED STOCK OPTION AGREEMENT ("Agreement") is made effective as of , by and between Total System Services, Inc., (the “Company”), a Georgia corporation having its principal office at One TSYS Way, Columbus, Georgia, and «Name», a Nonemployee Director of the Company (“O

Summary of Board of Directors Compensation

Exhibit 10.1 Total System Services, Inc. Board of Directors Compensation for Non-Employee Directors (Effective May 2019) Cash Compensation Annual Board Retainer $ 85,000 Annual Committee Member Retainers Audit Committee $ 15,000 Compensation Committee $ 10,000 Technology Committee $ 10,000 Corporate Governance and Nominating Committee $ 7,500 Annual Committee Chair Retainers* Audit Committee $ 15,

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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

TSS / Total System Services, Inc. DEFM14A - - DEFM14A

DEFM14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

425 1 d768114d425.htm 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: July 24, 2019 The following is a transcript of a presentation and Q&A session by M. Troy Woods, Chairman and CEO of Total Sys

TSS / Total System Services, Inc. 425 - Merger Prospectus - 425

425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No. 001-10254 Date: July 24, 2019 The following is a transcript of a presentation and Q&A session by M. Troy Woods, Chairman and CEO of Total System Services, Inc. (“T

Global Payments Establishes New Credit Agreement

EX-99.1 Exhibit 99.1 July 15, 2019 FOR IMMEDIATE RELEASE Investor Contact: Media Contact: Winnie Smith 770.829.8478 Kimberly Mann 770.829.8755 [email protected] [email protected] Global Payments Establishes New Credit Agreement ATLANTA — (BUSINESS WIRE) — Global Payments Inc. (NYSE: GPN), a leading worldwide provider of payment technology and software solutions, successf

Term Loan Credit Agreement, dated as of July 9, 2019, among Global Payments Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto.

EX-10.1 EXHIBIT 10.1 Published Term Deal CUSIP: 37943VBL6 Published Term Facility CUSIP: 37943VBM4 TERM LOAN CREDIT AGREEMENT Dated as of July 9, 2019 among GLOBAL PAYMENTS INC., BANK OF AMERICA, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., as Joint Bookrunners BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., CAPIT

GPN / Global Payments, Inc. 425 - Merger Prospectus - 8-K

425 1 d765517d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 (July 9, 2019) Commission file number 001-16111 GLOBAL PAYMENTS INC. (Exact name of registrant as specified in charter) Georgia 58-2567903 (Stat

Credit Agreement, dated as of July 9, 2019, among Global Payments Inc., as Borrower, the other Borrowers party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C/ Issuer and the other Lenders and L/C Issuers party thereto.

EX-10.2 EXHIBIT 10.2 Published Revolving Deal CUSIP: 37943VBJ1 Published Revolving Facility CUSIP: 37943VBK8 CREDIT AGREEMENT Dated as of July 9, 2019 among GLOBAL PAYMENTS INC., The Other Borrowers Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer BOFA SECURITIES, INC., JPMORGAN CHASE

TSS / Total System Services, Inc. CORRESP - -

CORRESP 1 filename1.htm One TSYS Way Paul Todd Post Office Box 1755 Senior Executive Vice President & Columbus, GA 31902-1755 Chief Financial Officer +1.706.649.4261 tel July 10, 2019 Ms. Kathleen Collins Accounting Branch Chief Division of Corporation Finance Office of Information Technologies and Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

TSS / Total System Services, Inc. CORRESP - -

CORRESP 1 filename1.htm One TSYS Way Paul Todd Post Office Box 1755 Senior Executive Vice President & Columbus, GA 31902-1755 Chief Financial Officer +1.706.649.4261 tel June 19, 2019 Ms. Kathleen Collins Accounting Branch Chief Division of Corporation Finance Office of Information Technologies and Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 425

425 1 d717203d425.htm FORM 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: June 6, 2019 The following is a transcript of a presentation and Q&A session by Jeffrey S. Sloan, CEO of Global Payments

TSS / Total System Services, Inc. 425 - Merger Prospectus - FORM 425

425 1 d759353d425.htm FORM 425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No. 001-10254 Date: June 6, 2019 The following is a transcript of a presentation and Q&A session by M. Troy Woods, Chairman and CEO of Total

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 425

425 1 d753534d425.htm FORM 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: May 31, 2019 The following are three transcripts of interviews with Jeffrey S. Sloan, Chief Executive Officer of Global

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 8-K

425 1 d97493d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2019 (May 27, 2019) Commission file number 001-16111 GLOBAL PAYMENTS INC. (Exact name of registrant as specified in charter) Georgia 58-2567903 (S

Agreement and Plan of Merger, dated as of May 27, 2019, by and between Total System Services, Inc. and Global Payments Inc.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between TOTAL SYSTEM SERVICES, INC. and GLOBAL PAYMENTS INC. Dated as of May 27, 2019 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of TSYS Common Stock 2 1.6 Global Payments Stock 2 1.7 Treatment of TSYS Equity Awards 3 1.8 Employee Stock

Seventh Amendment to Second Amended and Restated Credit Agreement, dated May 31, 2019, by and among Global Payments Inc., the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent

EX-10.1 Exhibit 10.1 SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 31, 2019 among GLOBAL PAYMENTS INC., THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CAPITAL ONE, N.A., CITIBANK, N.A., FIFTH THIRD BANK, JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, SUN

Agreement and Plan of Merger, dated as of May 27, 2019, by and between TSYS and Global Payments, incorporated by reference to Exhibit 2.1 of TSYS’ Current Report on Form 8-K filed with the SEC on May 31, 2019

EX-2.1 2 d664445dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between TOTAL SYSTEM SERVICES, INC. and GLOBAL PAYMENTS INC. Dated as of May 27, 2019 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of TSYS Common Stock 2 1.6 Global Payments Stock 2 1.7 Treatment of TSYS Equity A

Current Report

8-K 1 d664445d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2019 (May 27, 2019) TOTAL SYSTEM SERVICES, INC. (Exact Name of Registrant as Specified in Charter) Georgia 1-10254 58-1493818 (State or Other Juris

TSS / Total System Services, Inc. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2019 (May 27, 2019) TOTAL SYSTEM SERVICES, INC.

Agreement and Plan of Merger, dated as of May 27, 2019, by and between TSYS and Global Payments. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. TSYS agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.)

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between TOTAL SYSTEM SERVICES, INC. and GLOBAL PAYMENTS INC. Dated as of May 27, 2019 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of TSYS Common Stock 2 1.6 Global Payments Stock 2 1.7 Treatment of TSYS Equity Awards 3 1.8 Employee Stock

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 425

Form 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: May 30, 2019 The following is a transcript of a CNBC interview with Jeffrey S. Sloan, Chief Executive Officer of Global Payments Inc. A video

TSS / Total System Services, Inc. CORRESP - -

CORRESP 1 filename1.htm One TSYS Way Paul Todd Post Office Box 1755 Senior Executive Vice President & Columbus, GA 31902-1755 Chief Financial Officer +1.706.649.4261 tel May 30, 2019 Mr. Frank Knapp Staff Accountant Division of Corporation Finance Office of Information Technologies and Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Total Sys

GPN / Global Payments, Inc. 425 - Merger Prospectus - 425

425 1 d753475d425.htm 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: May 28, 2019 On May 28, 2019, Global Payments Inc. (“Global Payments”) and Total System Services, Inc. (“TSYS”) hosted a conf

TSS / Total System Services, Inc. 425 - Merger Prospectus - FORM 425

425 1 d728973d425.htm FORM 425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No. 001-10254 Date: May 28, 2019 The following is the transcript of a joint conference call made by each of Total System Services, Inc. (“TS

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 425

425 1 d747035d425.htm FORM 425 Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: May 28, 2019 The following is an email sent to all employees of Global Payments Inc. by Jeffrey S. Sloan, Chief Executiv

TSS / Total System Services, Inc. 425 - Merger Prospectus - FORM 425

425 1 d731427d425.htm FORM 425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No. 001-10254 Date: May 28, 2019 The following is a transcript of a video message delivered by M. Troy Woods, Chairman and CEO of Total Syst

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 425

Filed by Global Payments Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No.: 001-10254 Date: May 28, 2019 The following is a transcript of a recorded message by Jeffrey S. Sloan, Chief Executive Officer of Global Payments Inc., made available t

FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forw

EX-99.2 3 d727987dex992.htm EX-99.2 CREATING THE worldwide LEADER IN PAYMENTS TECHNOLOGY MAY 28, 2019 Exhibit 99.2 FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are b

GPN / Global Payments, Inc. 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2019 Commission file number 001-16111 GLOBAL PAYMENTS INC. (Exact name of registrant as specified in charter) Georgia 58-2567903 (State or other jurisdiction of incorporation

Global Payments and TSYS Combine to Form Leading Pure Play Payments Technology Company

EX-99.1 2 d727987dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Global Payments and TSYS Combine to Form Leading Pure Play Payments Technology Company • Merger of equals creates the preeminent technology-enabled payments company with extensive scale and unmatched global reach • Combined company will have market leading positions in integrated payments, owned software in both merchant and issuing, i

TSS / Total System Services, Inc. 425 - Merger Prospectus - FORM 425

425 1 d736762d425.htm FORM 425 Filed by Total System Services, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Total System Services, Inc. Commission File No. 001-10254 Date: May 28, 2019 On May 28, 2019, M. Troy Woods, Chairman and CEO of Total System Services, Inc., circulated the following l

Current Report

8-K 1 d735895d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2019 (May 27, 2019) TOTAL SYSTEM SERVICES, INC. (Exact Name of Registrant as Specified in Charter) Georgia 1-10254 58-1493818 (State or Other Juris

Global Payments and TSYS Combine to Form Leading Pure Play Payments Technology Company

EX-99.1 3 d735895dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Global Payments and TSYS Combine to Form Leading Pure Play Payments Technology Company • Merger of equals creates the preeminent technology-enabled payments company with extensive scale and unmatched global reach • Combined company will have market leading positions in integrated payments, owned software in both merchant and issuing, i

Bylaws of TSYS, as amended, incorporated by reference to Exhibit 3.1 of TSYS’ Current Report on Form 8-K filed with the SEC on May 28, 2019

EX-3.1 2 d735895dex31.htm EX-3.1 Exhibit 3.1 As Amended Effective May 27, 2019 BYLAWS OF TOTAL SYSTEM SERVICES, INC. ARTICLE I. OFFICES Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors. Section 2. Other Of

FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forw

EX-99.2 CREATING THE worldwide LEADER IN PAYMENTS TECHNOLOGY MAY 28, 2019 Exhibit 99.2 FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations

Global Payments and TSYS Combine to Form Leading Pure Play Payments Technology Company

EX-99.1 3 d735895dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Global Payments and TSYS Combine to Form Leading Pure Play Payments Technology Company • Merger of equals creates the preeminent technology-enabled payments company with extensive scale and unmatched global reach • Combined company will have market leading positions in integrated payments, owned software in both merchant and issuing, i

TSYS’ Bylaws, as amended May 27, 2019

EX-3.1 2 d735895dex31.htm EX-3.1 Exhibit 3.1 As Amended Effective May 27, 2019 BYLAWS OF TOTAL SYSTEM SERVICES, INC. ARTICLE I. OFFICES Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors. Section 2. Other Of

FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forw

EX-99.2 CREATING THE worldwide LEADER IN PAYMENTS TECHNOLOGY MAY 28, 2019 Exhibit 99.2 FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations

TSS / Total System Services, Inc. 425 - Merger Prospectus - FORM 8-K

425 1 d735895d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2019 (May 27, 2019) TOTAL SYSTEM SERVICES, INC. (Exact Name of Registrant as Specified in Charter) Georgia 1-10254 58-1493818 (State or Other Juris

TSS / Total System Services, Inc. SD - - SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TOTAL SYSTEM SERVICES, INC. (Exact name of the registrant as specified in its charter) GEORGIA 1-10254 58-1493818 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) ONE TSYS WAY, COLUMBUS, GEORGIA 31901 (Address of p

Bylaws, as amended

EX-3.2 Exhibit 3.2 As Amended Effective May 3, 2019 BYLAWS OF TOTAL SYSTEM SERVICES, INC. ARTICLE I. OFFICES Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors. Section 2. Other Offices. Branch offices and p

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d663931d8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2019 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (

Articles of Incorporation, as amended

EX-3.1 2 d663931dex31.htm EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF TOTAL SYSTEM SERVICES, INC., AS AMENDED ARTICLE I The name of the corporation is Total System Services, Inc. ARTICLE II The corporation shall have perpetual duration. ARTICLE III The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. ARTICLE IV The corporation is a corporation for p

Form of Performance Share Agreement for 2019 performance share awards under the Total System Services, Inc. 2017 Omnibus Plan

Exhibit 10.2 TOTAL SYSTEM SERVICES, INC. PERFORMANCE SHARE AGREEMENT (20-20) Total System Services, Inc. (“Company”) confirms that on , 20 the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved, effective , 20 (the “Grant Date”), an award of performance shares (“Performance Shares”) with an initial economic value equal to the product of (a) your base salary

Quarterly Report - 10-Q

10-Q 1 tss-20190331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Form of Stock Option Agreement for 2019 stock option awards under the Total System Services, Inc. 2017 Omnibus Plan

Exhibit 10.4 TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made effective as of , by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), with its principal office at One TSYS Way, Columbus, Georgia, and you (“Option Holder”). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company has adopted the Total Sy

Summary of Board of Directors Compensation

EX-10.1 2 tss-20190331ex10137c73b.htm EX-10.1 Exhibit 10.1 Total System Services, Inc. Board of Directors Compensation for Non-Employee Directors (Effective May 2019) Cash Compensation Annual Board Retainer $ 85,000 Annual Committee Member Retainers Audit Committee $ 15,000 Compensation Committee $ 10,000 Technology Committee $ 10,000 Corporate Governance and Nominating Committee $ 7,500 Annual Co

Form of Time-Based Restricted Stock Unit Agreement for 2019 restricted stock unit awards under the Total System Services, Inc. 2017 Omnibus Plan

EX-10.3 4 tss-20190331ex103ccd5d6.htm EX-10.3 Exhibit 10.3 TIME-BASED RESTRICTED STOCK UNIT AGREEMENT THIS TIME BASED RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made effective as of (the “Grant Date”), by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), and Team Member. WHEREAS, Team Member has been awarded a number of restricted stock units (“RSUs”) deter

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tss-20190423x8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2019 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Comm

TSYS Reports First Quarter Earnings

Exhibit 99.1 TSYS Reports First Quarter Earnings Columbus, Ga., April 23, 2019 – TSYS (NYSE: TSS) today reported results for the first quarter of 2019. “Our first quarter results provide a great start to the year. We delivered strong performance across all three of our segments, which helped to solidify our expectations for the remainder of 2019,” said M. Troy Woods, chairman, president and chief

April 11, 2019

Form 10-K/A UNITED STATES 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, 2018 Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Georgia 58-1493818 (State or other jurisdicti

Annual Report on Form 11-K for the Total System Services, Inc. 2012 Employee Stock Purchase Plan for the year ended December 31, 2018

EX-99.1 5 d673747dex991.htm EX-99.1 Exhibit 99.1 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. 2012 EMPLOYEE STOCK PURC

TSS / Total System Services, Inc. DEFA14A

DEFA14A 1 d658410ddefa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑

Definitive Proxy Statement

DEF 14A 1 d658410ddef14a.htm DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

February 21, 2019

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 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 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

Form of Amendment to Nonemployee Director Fully Vested Stock Option Agreement

EX-10.28 2 tss-20181231ex1028524fa.htm EX-10.28 EXHIBIT 10.28 Amendment to Nonemployee Director Fully Vested Stock Option Agreement This Amendment to Nonemployee Director Fully Vested Stock Option Agreement (“Amendment”) is made effective as of December 13, 2018 by and between Total System Services, Inc. (“TSYS”) and Nonemployee Director. Each Nonemployee Director Fully Vested Stock Option Agreeme

Certain specified pages of TSYS’ 2018 Annual Report to Shareholders which are incorporated herein by reference

Exhibit 13.1 Selected Financial Data The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Financial Review sections of the Annual Report. The historical trends in Total System Services, Inc.'s (“TSYS'” or “the Company’s”) results of operations and financial position over the last five years are presented below. Years Ended Dece

Subsidiaries of Total System Services, Inc

EX-21.1 4 tss-20181231ex211b2a2d9.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC. Ownership Percentage Name Place of Incorporation 100% Columbus Depot Equipment Company Georgia 100% TSYS Managed Services Canada, Inc. Ontario 100% TSYS U.S. Holdings, Inc. Georgia 100% ProPay, Inc. Utah 100% ProPay Financial Solutions Canada, Inc. Utah 100% ProPay Global, Ltd. England and Wales

TSS / Total System Services, Inc. PRE 14A

PRE 14A 1 d658410dpre14a.htm PRE 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

TSS / Total System Services, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 totalsystemservicesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Total System Services Inc Title of Class of Securities: Common Stock CUSIP Number: 891906109 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rul

TSS / Total System Services, Inc. / SYNOVUS FINANCIAL CORP - SC 13G/A Passive Investment

SC 13G/A 1 tsys13gforperiodended12312.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 36)* Total System Services, Inc. (Name of Issuer) $.10 Par Value Common Stock (Title of Class of Securities) 891906-10-9 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filin

Other Events

8-K 1 d663545d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2019 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Co

2019 Financial

EX-99.1 2 tss-20190129ex9910a7d6c.htm EX-99.1 Exhibit 99.1 TSYS Reports Fourth Quarter and Full Year Earnings Provides 2019 Outlook for Revenue and Earnings per Share Columbus, Ga., January 29, 2019 – TSYS (NYSE: TSS) today reported results for the fourth quarter and full year of 2018. “Strong results in the fourth quarter closed out another exceptional year for our company. In 2018, we delivered

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tss-20190129x8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2019 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Co

TSS / Total System Services, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 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 numb

Revised 2018 Financial

EX-99.1 2 tss-20181023ex991f5d7f4.htm EX-99.1 Exhibit 99.1 TSYS Reports Third Quarter Earnings and Increases 2018 Outlook Columbus, Ga., October 23, 2018 – TSYS (NYSE: TSS) today reported results for the third quarter of 2018. “We were very pleased to continue our momentum and performance for the third quarter as all three of our segments delivered exceptional results. This performance enables us

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 23, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Emp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d640460d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 22, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Co

TSS / Total System Services, Inc. CORRESP

CORRESP 1 filename1.htm One TSYS Way Paul Todd Post Office Box 1755Senior Executive Vice President & Columbus, GA 31902-1755Chief Financial Officer +1.706.649.4261 tel September 7, 2018 Mr. Craig D. Wilson Senior Assistant Chief Accountant Office of Information Technologies and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington,

TSS / Total System Services, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 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

Revised 2018 Financial

Exhibit 99.1 TSYS Reports Second Quarter Earnings and Increases 2018 Outlook Columbus, Ga., July 24, 2018 – TSYS (NYSE: TSS) today reported results for the second quarter of 2018. “We were very pleased with the performance and momentum of the second quarter as all three of our segments continue to deliver exceptional results. This performance enables us to again raise our guidance for the year whi

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employ

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d761819d8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 20, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission

Bylaws of TSYS, as amended, incorporated by reference to Exhibit 3.1 of TSYS’ Current Report on Form 8-K filed with the SEC on June 20, 2018

EX-3.1 Exhibit 3.1 As Amended Effective June 20, 2018 BYLAWS OF TOTAL SYSTEM SERVICES, INC. ARTICLE I. OFFICES Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors. Section 2. Other Offices. Branch offices and

TSS / Total System Services, Inc. FORM SD

SD 1 d512039dsd.htm FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TOTAL SYSTEM SERVICES, INC. (Exact name of the registrant as specified in its charter) GEORGIA 1-10254 58-1493818 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) ONE TSYS WAY, COLUMBUS, GE

Financial Statements and Exhibits

Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2018 Total System Services, Inc. (Exact name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State or other Jurisdiction of Incorporation or Organization) (C

Underwriting Agreement, dated May 9, 2018, between Total System Services, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC

EX-1.1 Exhibit 1.1 EXECUTION VERSION $1,000,000,000 Total System Services, Inc. $550,000,000 4.000% Senior Notes due 2023 $450,000,000 4.450% Senior Notes due 2028 Underwriting Agreement May 9, 2018 Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Merrill Lynch, Pierce, Fenner & Smith Incorp

Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 of TSYS' Current Report on Form 8-K filed on May 11, 2018.

EX-4.1 3 d582982dex41.htm EX-4.1 Exhibit 4.1 Final Form of 2023 Global Note THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NA

Form of 4.450% Senior Note due 2028, incorporated by reference to Exhibit 4.2 of TSYS’ Current Report on Form 8–K filed with the SEC on May 11, 2018

EX-4.2 4 d582982dex42.htm EX-4.2 Exhibit 4.2 Final Form of 2028 Global Note THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NA

CALCULATION OF REGISTRATION FEE Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.000% Senior Notes due 2023 $550,000,000 99.916% $549,538,000 $68,417.48 4.450%

Form 424(b)(2) Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

Pricing Term Sheet $550,000,000 4.000% Senior Notes due 2023 $450,000,000 4.450% Senior Notes due 2028 May 9, 2018

FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-210148 Pricing Term Sheet $550,000,000 4.000% Senior Notes due 2023 $450,000,000 4.450% Senior Notes due 2028 May 9, 2018 This pricing term sheet supplements the preliminary prospectus supplement of Total System Services, Inc., dated May 9, 2018 relating to the prospectus dated March 14, 2016. Issuer: Total Syste

Subject to completion, dated May 9, 2018

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-210148 The information in this Preliminary Prospectus Supplement is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus do not constitute an offer to sell these securities, or a solicitation of an offer to buy these securities, in any jurisdiction where the offer or sal

Form of Performance Share Agreement for performance share awards with nonfinancial metrics under the Total System Services, Inc. 2017 Omnibus Plan

EXHIBIT 10.1 TOTAL SYSTEM SERVICES, INC. [NAME OF AWARDEE] PERFORMANCE SHARE AGREEMENT Total System Services, Inc. (“Company”) confirms that on , 20, the Compensation Committee of the Board of Directors of Total System Services, Inc. (the “Committee”) approved, effective 20 (the “Grant Date”), an award of performance shares (“Performance Shares”) with an initial economic value equal to Dollars ($)

Computation of Ratio of Earnings to Fixed Charges

EX-12 3 tss-20180331ex129ee85ad.htm EX-12 EXHIBIT 12 TOTAL SYSTEM SERVICES, INC. Ratio of Earnings to Fixed Charges Three months ended Years Ended March 31, December 31, (in thousands) 2018 2017 2016 2015 2014 2013 Fixed Charges: Interest expense $ 37,400 118,221 115,363 40,701 40,975 32,449 Interest factor in rental expense 1,560 5,953 5,805 6,243 5,115 4,780 Total Fixed Charges $ 38,960 124,174

Form of Performance Share Agreement for performance share awards with nonfinancial metrics under the Total System Services, Inc. 2017 Omnibus Plan, incorporated by reference to TSYS’ Quarterly Report on Form 10–Q for the quarter ended March 31, 2018, filed with the SEC on May 8, 2018

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 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:

Submission of Matters to a Vote of Security Holders

8-K 1 d566960d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File N

Revised 2018 Financial

EX-99.1 2 tss-20180424ex991b3f065.htm EX-99.1 Exhibit 99.1 TSYS Reports First Quarter Earnings and Increases 2018 Outlook Columbus, Ga., April 24, 2018 – TSYS (NYSE: TSS) today reported results for the first quarter of 2018. “We are off to an outstanding start to 2018, producing diluted earnings per share growth of over 35% for the quarter. We delivered exceptional performance across all three of

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tss-20180424x8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Comm

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d568585d8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 23, 2018 Total System Services, Inc. (Exact name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State or other Jurisdiction of Incorporation o

Credit Agreement of Total System Services, Inc., dated as of April 23, 2018, with Bank of America, N.A., as Administrative Agent and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, MUFG Bank, Ltd., Capital One, N.A., Regions Bank, SunTrust Bank, TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the other lenders party thereto, with Bank of America Merrill Lynch and JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Capital One, N.A., Regions Bank, Suntrust Robinson Humphrey, Inc., TD Securities (USA) LLC, U.S. Bank National Association and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K filed with the SEC on April 24, 2018

EX-10.1 Exhibit 10.1 Execution Version DEAL CUSIP: 89152JAN7 REVOLVER CUSIP: 89152JAP2 CREDIT AGREEMENT Dated as of April 23, 2018 among TOTAL SYSTEM SERVICES, INC. as the Borrower, BANK OF AMERICA, N.A. as Administrative Agent and L/C Issuer JPMORGAN CHASE BANK, N.A. as Syndication Agent, MUFG BANK, LTD., CAPITAL ONE, N.A., REGIONS BANK, SUNTRUST BANK, TD BANK, N.A., U.S. BANK NATIONAL ASSOCIATIO

TSS / Total System Services, Inc. FORM 10-K/A (Annual Report)

Form 10-K/A UNITED STATES 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, 2017 Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Georgia 58-1493818 (State or other jurisdicti

Annual Report on Form 11-K for the Total System Services, Inc. 2012 Employee Stock Purchase Plan for the year ended December 31, 2017

EX-99.1 5 d571745dex991.htm EX-99.1 Exhibit 99.1 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. 2012 EMPLOYEE STOCK PURC

TSS / Total System Services, Inc. DEFA14A

DEFA14A 1 d476425ddefa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑

TSS / Total System Services, Inc. DEF 14A

DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

TSS / Total System Services, Inc. / VANGUARD GROUP INC Passive Investment

totalsystemservicesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Total System Services Inc Title of Class of Securities: Common Stock CUSIP Number: 891906109 Date of Event Which Requires Filing of this Statement: February 28, 2018 Check the app

Subsidiaries of Total System Services, Inc

EX-21.1 3 tss-20171231ex211266d43.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC. Ownership Percentage Name Place of Incorporation 100% Columbus Depot Equipment Company Georgia 100% TSYS Managed Services Canada, Inc. Ontario 100% TSYS U.S. Holdings, Inc. Georgia 100% ProPay, Inc. Utah 100% ProPay Financial Solutions Canada, Inc. Utah 100% ProPay Global, Ltd. England and Wales

Certain specified pages of TSYS’ 2017 Annual Report to Shareholders which are incorporated herein by reference

Exhibit 13.1 Selected Financial Data The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Financial Review sections of the Annual Report. The historical trends in Total System Services, Inc.'s (TSYS' or the Company’s) results of operations and financial position over the last five years are presented below. Years Ended December

Powers of Attorney contained on the signature pages of this 2017 Annual Report on Form 10-K and incorporated herein by reference

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017 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

TSS / Total System Services, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 totalsystemservicesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Total System Services Inc Title of Class of Securities: Common Stock CUSIP Number: 891906109 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rul

TSS / Total System Services, Inc. / SYNOVUS FINANCIAL CORP - SC 13G/A Passive Investment

SC 13G/A 1 d509271dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 35)* Total System Services, Inc. (Name of Issuer) $.10 Par Value Common Stock (Title of Class of Securities) 891906-10-9 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this St

Financial Statements and Exhibits, Results of Operations and Financial Condition

tssCurrentFolio8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 23, 2018 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission Fil

2018 Financial

tssEx991 Exhibit 99.1 TSYS Reports Fourth Quarter and Full Year Earnings Provides 2018 Outlook for Revenues and Earnings per Share Columbus, Ga., January 23, 2018 ? TSYS (NYSE: TSS) today reported results for the fourth quarter and full year of 2017. ?2017 proved to be a truly exceptional year for our company. We delivered outstanding financial results, continued to expand our merchant business wi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d523915d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 11, 2018 (Date of Report) January 10, 2018 (Date of earliest event reported) TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Commission File Number 1-10254 Georgia 5

TSYS Completes Acquisition of Cayan to Accelerate Its Position as a Leading Technology Payments Provider

EX-99.1 3 d523915dex991.htm EX-99.1 Exhibit 99.1 TSYS Completes Acquisition of Cayan to Accelerate Its Position as a Leading Technology Payments Provider COLUMBUS, Ga., Jan. 11, 2018 — TSYS (NYSE: TSS), a leading global payments solutions provider across the issuing, merchant and prepaid industries, today announced it has completed its acquisition of Cayan, a payment technology company focused on

Credit Agreement, dated January 10, 2018, by and among Total System Services, Inc., Bank of America, N.A. as Administrative Agent, the other lenders party thereto from time to time and Bank of America Merrill Lynch, as sole lead arranger and sole bookrunner, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K filed with the SEC on January 11, 2018

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of January 10, 2018 among TOTAL SYSTEM SERVICES, INC. as the Borrower, BANK OF AMERICA, N.A. as Administrative Agent and The Other Lenders Party Hereto BANK OF AMERICA MERRILL LYNCH as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpreti

Bilateral Loan Facility Commitment Letter, dated December 16, 2017, by and among Total System Services, Inc. and Bank of America N.A., incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K filed with the SEC on December 19, 2017

EX-10.1 3 d465510dex101.htm EX-10.1 Exhibit 10.1 Execution Version CONFIDENTIAL December 16, 2017 Bilateral Loan Facility Commitment Letter Total System Services, Inc. One TSYS Way Columbus, Georgia, 31901 Attention: Paul M. Todd, Senior Executive Vice President and Chief Financial Officer $450 Million Bilateral Term Loan Facility Ladies and Gentlemen: You have advised Bank of America N.A. (“Bank

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d465510d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 18, 2017 (Date of Report) December 16, 2017 (Date of earliest event reported) TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Commission File Number 1-10254 Georgia

Agreement and Plan of Merger, dated December 16. 2017, by and among Total System Services, Inc., PCP CYN Merger Sub, Inc., MW CYN Merger Sub, LLC, Cayan Holdings LLC, PCP MW Holding Corp., and Parthenon Investors IV L.P. solely in its capacity as representative of the equityholders, incorporated by reference to Exhibit 2.1 of TSYS’ Current Report on Form 8-K filed with the SEC on December 19, 2017

EX-2.1 Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among Cayan Holdings LLC, PCP MW Holding Corp., Total System Services, Inc., PCP CYN Merger Sub, Inc., MW CYN Merger Sub, LLC, and Parthenon Investors IV, L.P. (solely in its capacity as Representative hereunder) Dated December 16, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II MERGERS 10 Section 2.1 Mergers 1

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d465361d8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 18, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commis

###

EX-99.1 Exhibit 99.1 TSYS Announces Agreement to Acquire Cayan Acquisition Accelerates TSYS? Position as a Leading Technology Payments Provider to Small and Medium Size Businesses in the U.S. COLUMBUS, Ga., Dec. 18, 2017 ? TSYS (NYSE: TSS), a leading global payments solutions provider across the issuing, merchant and prepaid industries, today announced it has entered into an agreement to acquire C

Forward Looking Statements This slide presentation and comments made by management contain forward-looking statements including, among others, statements regarding the expected benefits of the proposed acquisition of Cayan (including the expected imp

EX-99.2 TSYS to Acquire Cayan Solidifying TSYS? Leadership Position in Technology-Led SMB Merchant Services December 18, 2017 ?2017 Total System Services, Inc.? Proprietary. All rights reserved worldwide. Exhibit 99.2 Forward Looking Statements This slide presentation and comments made by management contain forward-looking statements including, among others, statements regarding the expected benef

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 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 numb

Letter Agreement regarding separation, dated September 21, 2017, between Total System Services, Inc. and Pamela A. Joseph, incorporated by reference to Exhibit 10.1 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended October 31, 2017, filed with the SEC on November 7, 2017

EX-10.1 2 tss-20170930ex1016f0f10.htm EX-10.1 Exhibit 10.1 One TSYS Way Post Office Box 1755 Columbus GA 31902-1755 www.tsys.com September 21, 2017 Pamela A. Joseph 4020 Heatherwood Way Roswell GA 30075 Dear Pam: This letter is provided to you in connection with our conversation regarding your amicable separation from Total System Services, Inc. (the “Company”). You will receive your regular compe

Owned Facilities

EX-99.1 3 tss-20171103ex991711637.htm EX-99.1 Exhibit 99.1 Item 1. Business Note: The information contained in this Item has been updated for the changes to our reportable segments. This Item has not been updated for any other changes since the filing of the 2016 Annual Report on Form 10-K (“2016 Form 10-K”). For developments subsequent to the filing of the 2016 Form 10-K, refer to our Quarterly R

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Emp

TSS / Total System Services, Inc. FORM S-3ASR

S-3ASR 1 d487262ds3asr.htm FORM S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 3, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Total System Services, Inc. (Exact name of each registrant as specified in its charter) Georgia 58-1493818 (Sta

2017 Revised Financial

tssEx991 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA, 31902-2567 www.tsys.com TSYS Reports Third Quarter Earnings Increases 2017 Outlook for Revenue and Earnings per Share Columbus, Ga., October 24, 2017 ? TSYS (NYSE: TSS) today reported results for the third quarter of 2017. ?We delivered another outstanding quarter driven by the growth in our consolidated and

Financial Statements and Exhibits, Results of Operations and Financial Condition

tssCurrentFolio8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission Fil

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of G.

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of G.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 16, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. www.tsys.com (Exact Name of Registrant as Specified in its Charter) Georgia (State of Incorporation) 1-10254 (Commission File Number) 58-1493818 (IRS Emp

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 21, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employer Ident

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 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

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 tss-20170725x8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Nu

2017 Revised Financial

EX-99.1 2 tss-20170725ex991aeca11.htm EX-99.1 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA, 31902-2567 www.tsys.com TSYS Reports Second Quarter Earnings Increases 2017 Outlook for Revenue and Earnings per Share, Increases Quarterly Dividend by 30% Columbus, Ga., July 25, 2017 — TSYS (NYSE: TSS) today reported results for the second quarter of 2017. “Our second q

Total System Services ESP

CORRESP 1 filename1.htm One TSYS Way Paul Todd Post Office Box 1755Senior Executive Vice President & Columbus, GA 31902-1755Chief Financial Officer +1.706.649.4261 tel June 21, 2017 Ms. Kathleen Collins Accounting Branch Chief Office of Information Technologies and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re

Total System Services FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TOTAL SYSTEM SERVICES, INC. (Exact name of the registrant as specified in its charter) GEORGIA 1-10254 58-1493818 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) ONE TSYS WAY, COLUMBUS, GEORGIA 31901 (Address of prin

Total System Services 10-Q (Quarterly Report)

10-Q 1 tss-20170331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Summary of Board of Directors Compensation, incorporated by reference to Exhibit 10.1 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 4, 2017

EX-10.1 2 tss-20170331ex1013d0118.htm EX-10.1 Exhibit 10.1 Total System Services, Inc. Board of Directors Compensation for Non-Employee Directors (Effective May 2017) Cash Compensation Annual Board Retainer $ 85,000 Annual Committee Member Retainers Audit Committee $ 15,000 Compensation Committee $ 10,000 Technology Committee $ 10,000 Corporate Governance and Nominating Committee $ 7,500 Annual Co

Form of Performance Share Agreement for 2017 and 2018 performance share awards under the Total System Services, Inc. 2012 and 2017 Omnibus Plan, incorporated by reference to Exhibit 10.2 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 4, 2017

EX-10.2 3 tss-20170331ex10267aba2.htm EX-10.2 Exhibit 10.2 TOTAL SYSTEM SERVICES, INC. PERFORMANCE SHARE AGREEMENT (2017-2019) Total System Services, Inc. (“Company”) confirms that on February 17, 2017, the Compensation Committee of the Board of Directors of the Company approved, effective February 17, 2017 (the “Grant Date”), an award of performance shares (“Performance Shares”) with an initial e

Total System Services S-8

S-8 As filed with the Securities and Exchange Commission on April 28, 2017 Registration File No: 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOTAL SYSTEM SERVICES, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d369612d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 27, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia (State of Incorporation) 1-10254 (Commission File Number) 58-1

Total System Services, Inc. 2017 Omnibus Plan incorporated by reference to Exhibit 10.1 to TSYS’s Current Report on Form 8-K filed on April 28, 2017.

EX-10.1 2 d369612dex101.htm EX-10.1 Exhibit 10.1 Total System Services, Inc. 2017 Omnibus Plan Effective April 27, 2017 Contents Section 1. Establishment, Purpose and Duration 1 Section 2. Definitions 1 Section 3. Administration 6 Section 4. Shares Subject to This Plan and Maximum Awards 8 Section 5. Eligibility and Participation 11 Section 6. Stock Options 11 Section 7. Stock Appreciation Rights

Financial Statements and Exhibits, Results of Operations and Financial Condition

tssCurrentFolio8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS

2017 Revised Financial

tssEx991 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA, 31902-2567 www.tsys.com TSYS Reports First Quarter Earnings Increases 2017 Revenue and Earnings per Share Outlook Columbus, Ga., April 25, 2017 ? TSYS (NYSE: TSS) today reported results for the first quarter of 2017. ?We are extremely pleased to report an outstanding beginning to 2017 with across the board h

Total System Services FORM 10-K/A (Annual Report)

10-K/A 1 d367211d10ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2016 Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Georgia 58-1493818

FORM 11-K

EX-99.1 Exhibit 99.1 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN TOTAL SYSTEM SERVI

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 6, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employer Identifica

Netspend Resolves Federal Trade Commission Matter

EX-99.1 Exhibit 99.1 For immediate release: Contacts: Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] Netspend Resolves Federal Trade Commission Matter AUSTIN, Texas, March 31, 2017 ? Netspend, a leading provider of prepaid card solutions, today announced that the company has reached an agreement with the

Netspend Resolves Federal Trade Commission Matter

EX-99.1 2 d338466dex991.htm EX-99.1 Exhibit 99.1 For immediate release: Contacts: Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] Netspend Resolves Federal Trade Commission Matter AUSTIN, Texas, March 31, 2017 — Netspend, a leading provider of prepaid card solutions, today announced that the company has re

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 31, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employer Identific

Total System Services DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Total System Services DEF 14A

DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Total System Services 10-K/A (Annual Report)

tssCurrentFolio10KA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Total System Services 10-K (Annual Report)

tssCurrentFolio10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Years Ended December 31,

tssCurrentFolioEx131 Exhibit 13.1 Selected Financial Data The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Financial Review sections of the Annual Report. The historical trends in Total System Services, Inc.'s (TSYS' or the Company?s) results of operations and financial position over the last five years are presented below.

SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC.

EX-21.1 3 tss-20161231ex211babec0.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC. Ownership Percentage Name Place of Incorporation 100% Columbus Depot Equipment Company Georgia 100% TSYS Managed Services Canada, Inc. Ontario 100% TSYS U.S. Holdings, Inc. Georgia 100% ProPay, Inc. Utah 100% ProPay Financial Solutions Canada, Inc. Utah 100% ProPay Global, Ltd. England and Wales

TSS / Total System Services, Inc. / VANGUARD GROUP INC Passive Investment

totalsystemservicesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Total System Services Inc Title of Class of Securities: Common Stock CUSIP Number: 891906109 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the app

TSS / Total System Services, Inc. / SYNOVUS FINANCIAL CORP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 34)* Total System Services, Inc. (Name of Issuer) $.10 Par Value Common Stock (Title of Class of Securities) 891906-10-9 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate

2017 Financial

tssEx991 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA, 31902-2567 tel fax web +1.706.649.2307 +1.706.649.5740 www.tsys.com TSYS Reports Fourth Quarter and Full Year Earnings Provides 2017 Guidance COLUMBUS, Ga., January 24, 2017 ? TSYS (NYSE: TSS) today reported results for the fourth quarter and full year of 2016. ?2016 was truly an exceptional year in the hist

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tss-20170124x8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 24, 2017 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d299691d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 12, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission Fil

NETSPEND RESPONDS TO FEDERAL TRADE COMMISSION COMPLAINT

EX-99.1 2 d477587dex991.htm EX-99.1 Exhibit 99.1 For immediate release: Contacts: NetSpend Media Relations [email protected] Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] NETSPEND RESPONDS TO FEDERAL TRADE COMMISSION COMPLAINT AUSTIN, Texas, Nov. 10, 2016 — Today, NetSpend, a leading provider o

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d477587d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia (State of Incorporation) 1-10254 (Commission File Number) 5

Total System Services 10-Q (Quarterly Report)

tssCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d274554d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File

2016 Revised Financial Outlook Range

EX-99.1 2 d274554dex991.htm EX-99.1 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA, 31902-2567 tel fax web +1.706.649.2307 +1.706.649.5740 www.tsys.com TSYS Reports Third Quarter Earnings Revises Revenue Guidance and Reaffirms EPS Guidance COLUMBUS, Ga., October 25, 2016 — TSYS (NYSE: TSS) reported results for the third quarter of 2016. “We were very pleased with

Total System Services FORM 10-Q (Quarterly Report)

10-Q 1 d213865d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

TSYS Reports Second Quarter Earnings Including TransFirst

EX-99.1 2 d230422dex991.htm EX-99.1 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] TSYS Reports Second Quarter Earnings Including TransFirst COLUMBUS, Ga., July 26, 2016 — TSYS (NYSE: TSS) today report

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d230422d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Nu

Total System Services FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TOTAL SYSTEM SERVICES, INC. (Exact name of the registrant as specified in its charter) GEORGIA 1-10254 58-1493818 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) ONE TSYS WAY, COLUMBUS, GEORGIA 31901 (Address of prin

Form of Stock Option Agreement for stock option awards under the Total System Services, Inc. 2012 Omnibus Plan, incorporated by reference to Exhibit 10.1 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 5, 2016

EX-10.1 2 d167706dex101.htm EX-10.1 EXHIBIT 10.1 TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENT THIS AGREEMENT (“Agreement”) is made effective as of , by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), with its principal office at One TSYS Way, Columbus, Georgia, and you (“Option Holder”), an employee of the Company, its Affiliate or its Subsidiary. W I T N E S

Form of Performance Share Agreement for 2016 performance share awards under the Total System Services, Inc. 2012 Omnibus Plan, incorporated by reference to Exhibit 10.2 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 5, 2016

EX-10.2 3 d167706dex102.htm EX-10.2 EXHIBIT 10.2 TOTAL SYSTEM SERVICES, INC. PERFORMANCE SHARE AGREEMENT (2016-2018) Total System Services, Inc. (“Company”) confirms that on February 26, 2016, the Compensation Committee of the Board of Directors of the Company approved, effective February 26, 2016 (the “Grant Date”), an award of performance shares (“Performance Shares”) with an initial economic va

Total System Services 10-Q (Quarterly Report)

10-Q 1 d167706d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia (State of Incorporation) 1-10254 (Commission File Number) 58-1493818 (IRS Employer Identific

2016 First Quarter FORWARD-LOOKING STATEMENTS This presentation and comments made by management contain forward-looking statements including, among others, statements regarding the expected future operating results of TSYS. These statements are based

EX-99.2 ?2016 Total System Services, Inc.? Proprietary. All rights reserved worldwide. 2016 FIRST QUARTER April 26, 2016 Exhibit 99.2 2016 First Quarter FORWARD-LOOKING STATEMENTS This presentation and comments made by management contain forward-looking statements including, among others, statements regarding the expected future operating results of TSYS. These statements are based on management?s

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employer Identific

Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com

EX-99.1 2 d184621dex991.htm EX-99.1 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] TSYS Reports First Quarter 2016 Adjusted EPS Grew 22.8% Closes TransFirst Acquisition and Raises 2016 Guidance COLUMBU

Total System Services 10-K/A (Annual Report)

10-K/A 1 d177016d10ka.htm 10-K/A UNITED STATES 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, 2015 Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Georgia 58-1493818 (Stat

FORM 11-K

EX-99.1 5 d177016dex991.htm EX-99.1 Exhibit 99.1 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission file number 1-10254 TOTAL SYSTEM SERVICES, INC. 2012 EMPLOYEE STOCK PURC

Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com

EX-99.1 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Cyle Mims TSYS Media Relations +1.706.644.3110 [email protected] Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] TSYS Completes Acquisition of TransFirst COLUMBUS, Ga., April 1, 2016 ? TSYS (NYS

Financial Statements and Exhibits, Other Events

8-K 1 d167778d8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2016 Total System Services, Inc. (Exact name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State or other Jurisdiction of Incorporation or

Senior Indenture, dated March 17, 2016, between TSYS and Regions Bank, as trustee, incorporated by reference to Exhibit 4.1 of TSYS’ Current Report on Form 8-K filed on March 17, 2016.

EX-4.1 3 d165288dex41.htm EX-4.1 Exhibit 4.1 SENIOR INDENTURE TOTAL SYSTEM SERVICES, INC. TO REGIONS BANK TRUSTEE Dated as of March 17, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 8 Section 1.3 Forms of Documents Delivered to Trustee 8 Section 1.4 Acts of Holders 9 Section 1.5

$1,500,000,000 Total System Services, Inc. $750,000,000 3.800% Senior Notes due 2021 $750,000,000 4.800% Senior Notes due 2026 Underwriting Agreement March 14, 2016

EX-1.1 Exhibit 1.1 EXECUTION COPY $1,500,000,000 Total System Services, Inc. $750,000,000 3.800% Senior Notes due 2021 $750,000,000 4.800% Senior Notes due 2026 Underwriting Agreement March 14, 2016 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenu

Financial Statements and Exhibits, Other Events

8-K 1 d165288d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2016 Total System Services, Inc. (Exact name of registrant as specified in its charter) Georgia 1-10254 58-1493818 (State of incorporation) (Co

Form of 3.800% Senior Note due 2021, incorporated by reference to Exhibit 4.2 of TSYS’ Current Report on Form 8-K filed with the SEC on March 17, 2016

EX-4.2 Exhibit 4.2 Final Form of 2021 Global Note THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THA

Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 of TSYS’ Current Report on Form 8-K filed with the SEC on March 17, 2016

EX-4.3 Exhibit 4.3 Final Form of 2026 Global Note THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THA

CALCULATION OF REGISTRATION FEE Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 3.800% Senior Notes due 2021 $750,000,000 99.776% $748,320,000 $75,355.82 4.800%

424B2 1 d159392d424b2.htm FILED PURSUANT TO RULE 424(B)(2) Table of Contents FILED PURSUANT TO RULE 424(b)(2) REGISTRATION NO. 333-210148 CALCULATION OF REGISTRATION FEE Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 3.800% Senior Notes due 2021 $750,000,000 99.776% $748,320,000 $75,355.82 4.800% Senior Notes

Total System Services DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Total System Services DEF 14A

DEF 14A 1 d133246ddef14a.htm DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of G.

Pricing Term Sheet $750,000,000 3.800% Notes due 2021 $750,000,000 4.800% Notes due 2026

FWP 1 d159392dfwp.htm FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-210148 Pricing Term Sheet $750,000,000 3.800% Notes due 2021 $750,000,000 4.800% Notes due 2026 Issuer: Total System Services, Inc. Security Type: Senior Unsecured Notes Format: SEC Registered Title: 3.800% Notes due 2021 (the “2021 Notes”) 4.800% Notes due 2026 (the “2026 Notes”) Principal

Subject to completion, dated March 14, 2016

424B5 1 d159392d424b5.htm FORM 424(B)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-210148 The information in this Preliminary Prospectus Supplement is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus do not constitute an offer to sell these securities, or a solicitation of an offer to buy these securities, in any

TOTAL SYSTEM SERVICES, INC. Ratio of Earnings to Fixed Charges Years ended December 31, (in thousands) 2015 2014 2013 2012 2011 Fixed Charges: Interest expense $ 40,701 40,975 32,449 2,948 3,198 Interest factor in rental expense 6,243 5,115 4,780 4,7

EX-12.1 Exhibit 12.1 TOTAL SYSTEM SERVICES, INC. Ratio of Earnings to Fixed Charges Years ended December 31, (in thousands) 2015 2014 2013 2012 2011 Fixed Charges: Interest expense $ 40,701 40,975 32,449 2,948 3,198 Interest factor in rental expense 6,243 5,115 4,780 4,731 5,233 Total Fixed Charges $ 46,944 46,090 37,229 7.679 8,431 Earnings Income before income taxes $ 496,888 392,928 352,476 352

SENIOR INDENTURE TOTAL SYSTEM SERVICES, INC. REGIONS BANK Dated as of [●], 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 8 Section

EX-4.1 2 d151044dex41.htm EX-4.1 Exhibit 4.1 SENIOR INDENTURE TOTAL SYSTEM SERVICES, INC. TO REGIONS BANK TRUSTEE Dated as of [●], 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 8 Section 1.3 Forms of Documents Delivered to Trustee 8 Section 1.4 Acts of Holders 9 Section 1.5 Notic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 8 d151044dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) REGIONS BANK (Exact name of trustee as specified in its charter) AL

Total System Services S-3ASR

S-3ASR 1 d151044ds3asr.htm S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on March 14, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Georgia 58-1493818 (State or o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employer Identifica

Financial Statements and Exhibits, Other Events

8-K 1 d114180d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2016 Total System Services, Inc. (Exact name of registrant as specified in its charter) Georgia 1-10254 58-1493818 (State of incorporation) (Com

Unaudited pro forma condensed combined financial information

EX-99.2 5 d114180dex992.htm EX-99.2 Exhibit 99.2 Unaudited pro forma condensed combined financial information The unaudited pro forma condensed combined financial information gives effect to the acquisition of TransFirst Holdings Corp., a Delaware corporation (“TransFirst”), by Total System Services, Inc. (“TSYS”), which we refer to as the “Acquisition,” and the related financing transactions. Due

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS TransFirst Inc. and Subsidiaries for the year ended December 31, 2013 as well as the period from January 1, 2014 to November 11, 2014 (Predecessor), TransFirst Holdings Corp. and Subsidiaries as of December

EX-99.1 4 d114180dex991.htm EX-99.1 Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS TransFirst Inc. and Subsidiaries for the year ended December 31, 2013 as well as the period from January 1, 2014 to November 11, 2014 (Predecessor), TransFirst Holdings Corp. and Subsidiaries as of December 31, 2014 and December 31, 2015 and for the Period From November 12, 2014 to December 31, 2014, and fo

Non-GAAP Financial Measures

EX-99.3 6 d114180dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Management evaluates the operating performance of Total System Services, Inc. (“TSYS”) based upon various non-generally accepted accounting principles (non-GAAP) measures, including net revenue and adjusted segment operating income. TSYS also uses these non-GAAP financial measures to evaluate and assess TSYS’ financial pe

Total System Services FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2015 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 incorp

Selected Financial Data

EX-13.1 Exhibit 13.1 Selected Financial Data The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Financial Review sections of the Annual Report. The historical trends in Total System Services, Inc.?s (TSYS? or the Company?s) results of operations and financial position over the last five years are presented below. Years Ended

SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC.

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC. Ownership Percentage Name Place of Incorporation 100 % Columbus Depot Equipment Company Georgia 99 % TSYS Merchant Solutions, LLC (1) Delaware 100 % TSYS Canada, Inc. Georgia 100 % TSYS Managed Services Canada, Inc. Ontario 100 % TSYS U.S. Holdings, Inc. Georgia 100 % ProPay, Inc. Utah 100% ProPay Financial Solutions Canada, Inc. Uta

Credit Agreement of Total System Services, Inc., dated as of February 23, 2016, with JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, The Bank of Tokyo-Mitsubishi UFJ, LTD., U.S. Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the other lenders party thereto, with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, LTD., U.S. Bank National Association and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K filed with the SEC on February 23, 2016

EX-10.1 2 d70720dex101.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT Dated as of February 23, 2016 among TOTAL SYSTEM SERVICES, INC., as the Borrower, JPMORGAN CHASE BANK, N.A. as Administrative Agent and L/C Issuer, BANK OF AMERICA, N.A. as Syndication Agent and L/C Issuer, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Document

Entry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2016 Total System Services, Inc. (Exact name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State or other Jurisdiction of Incorporation or Organization) (Commi

TSS / Total System Services, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 totalsystemservicesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Total System Services Inc Title of Class of Securities: Common Stock CUSIP Number: 891906109 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rul

TSS / Total System Services, Inc. / SYNOVUS FINANCIAL CORP - SC 13G/A Passive Investment

SC 13G/A 1 d137929dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 33)* Total System Services, Inc. (Name of Issuer) $.10 Par Value Common Stock (Title of Class of Securities) 891906-10-9 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this St

Second Amendment, dated as of January 26, 2016, to the Credit Agreement of TSYS, dated as of September 10, 2012, with JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Regions Capital Markets and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Regions Bank and U.S. Bank National Association, as Syndication Agents, and the other lenders named therein, incorporated by reference to Exhibit 10.2 of TSYS’ Current Report on Form 8-K filed with the SEC on January 27, 2016

EX-10.2 Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT Second Amendment, dated as of January 26, 2016 (this ?Amendment?), to the Credit Agreement dated as of September 10, 2012 (as amended by the First Amendment, dated as of April 8, 2013 and as further amended, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among TOTAL SYSTEM SERVICES, INC. (the ?Borrower?), the s

Current Report

8-K 1 d17899d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 26, 2016 Total System Services, Inc. (Exact name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State or other Jurisdiction of Incorpora

Bridge Term Loan Facility Commitment Letter, dated January 26, 2016, by and among Total System Services, Inc., J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K filed with the SEC on January 27, 2016

EX-10.1 3 d17899dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION J.P. MORGAN SECURITIES LLC JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036 THE BANK OF TOKYO- MITSUBISHI UFJ, LTD. 1251 Avenue of the Americas New York, NY 10020 U.S. BANK NATIONAL ASSOCIATION Hears

Stock Purchase Agreement, dated January 26, 2016, by and among TSYS, Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., Vista Equity Partners Fund V Executive, L.P., VEPF V FAF, L.P., Vista Equity Associates, LLC, and TransFirst Holdings Corp., incorporated by reference to Exhibit 2.1 of TSYS’ Current Report on Form 8-K filed with the SEC on January 27, 2016

EX-2.1 2 d17899dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT BY AND AMONG TOTAL SYSTEM SERVICES, INC., VISTA EQUITY PARTNERS FUND V, L.P. AND THE OTHER PERSONS IDENTIFIED AS SELLERS HEREIN, AND TRANSFIRST HOLDINGS CORP. DATED JANUARY 26, 2016 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 22 Section 1.3 Schedules, Exhi

First Amendment, dated as of January 26, 2016, to the Credit Agreement of TSYS, dated as of April 8, 2013, with JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agent, Regions Bank and U.S. Bank National Association, as Documentation Agents, and other lenders party thereto, with J.P. Morgan Securities LLC, The Bank of Tokyo Mitsubishi UFJ, Ltd., Regional Capital Markets, and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.3 of TSYS’ Current Report on Form 8-K filed with the SEC on January 27, 2016

EX-10.3 5 d17899dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION FIRST AMENDMENT First Amendment, dated as of January 26, 2016 (this “Amendment”), to the Credit Agreement dated as of April 8, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOTAL SYSTEM SERVICES, INC. (the “Borrower”), the several lenders from time to time party thereto (the “

Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com

EX-99.1 2 d54101dex991.htm EX-99.1 Exhibit 99.1 Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com For immediate release: Contacts: Shawn Roberts TSYS Investor Relations +1.706.644.6081 [email protected] TSYS Reports 2015 Adjusted EPS Grew 25.5% Provides 2016 Adjusted EPS and Revenue Guidance COLUMBUS, Ga., January 26, 20

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2016 Date of Report (Date of Earliest Event Reported) Total System Services, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 (State of Incorporation) (Commission File Number) (IRS Employer Ide