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, 2016

 

Commission file number    1-10254

 

TOTAL   SYSTEM SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Georgia

    

58-1493818

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

One TSYS Way

 

 

Columbus, Georgia

 

31901

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (706) 644-6081

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

    

Name of each exchange on which registered

Common Stock, $.10 Par Value

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:         NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

YES  [X]

NO [  ]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

 

YES [  ]

NO [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. 

 

YES [X]

NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

YES [X]

NO [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [X]

Accelerated Filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

YES [  ]

NO [X]

 

As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $9,575,381,000 based on the closing sale price as reported on the New York Stock Exchange.

 

As of February 17, 2017, there were 183,354,641 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Incorporated Documents

    

Form 10-K Reference Locations

Portions of the Annual Report to Shareholders for the year ended December 31, 2016 (“Annual Report”)

 

Parts I, II, III and IV

 

 

 

Portions of the 2017 Proxy Statement for the Annual Meeting of Shareholders to be held April 27, 2017 (“Proxy Statement”)

 

 

Part III

 

 

 

 

 


 

EXPLANATORY NOTE

 

 

Total System Services, Inc. is filing this Amendment No. 1 on Form 10-K/A for the sole purpose of amending Item 5 of its Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 24, 2017 (the “Original Filing”), to amend Item 5 to furnish the performance graph as set forth below. The Company had in its possession a copy of the performance graph at the time of the Original Filing; however, the performance graph was inadvertently omitted from the Original Filing due to an error in the filing process. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the original filing date.

1

 


 

PART II

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

TSYS’ common stock trades on the New York Stock Exchange (NYSE) under the symbol “TSS.” Price and volume information appears under the abbreviation “TotlSysSvc” in NYSE daily stock quotation listings. As of February 17, 2017, there were 18,854 holders of record of TSYS common stock, some of whom are holders in nominee name for the benefit of different shareholders.

 

The 2016 fourth quarter dividend of $0.10 per share was declared on December 2, 2016, and was paid January 3, 2017, to shareholders of record on December 15, 2016. The 2015 fourth quarter dividend of $0.10 per share was declared on December 2, 2015, and was paid January 4, 2016, to shareholders of record on December 17, 2015. Total dividends declared in 2016 and in 2015 amounted to $73.5 million and $73.7 million, respectively. It is the present intention of the Board of Directors of TSYS to continue to pay cash dividends on its common stock .

 

Presented here is a summary of the unaudited quarterly financial data for the years ended December 31, 2016 and 2015.

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

    

First
Quarter

    

Second
Quarter

    

Third
Quarter

    

Fourth
Quarter

 

 

 

 

 

 

 

 

 

 

 

 

2016 Revenues

 

$

739,378

 

1,151,587

 

1,146,889

 

1,132,224

 

Cost of services

 

 

484,507

 

841,923

 

840,301

 

826,331

 

Operating income

 

 

151,687

 

135,821

 

155,327

 

130,547

 

Net income attributable to TSYS common shareholders

 

 

90,628

 

69,707

 

85,352

 

73,950

 

Basic earnings per share (EPS) attributable to TSYS common shareholders

 

 

0.49

 

0.38

 

0.46

 

0.40

 

Diluted EPS attributable to TSYS common shareholders

 

 

0.49

 

0.38

 

0.46

 

0.40

 

Cash dividends declared

 

 

0.10

 

0.10

 

0.10

 

0.10

 

Stock prices:

 

 

 

 

 

 

 

 

 

 

High

 

 

48.55

 

54.81

 

56.43

 

51.61

 

Low

 

 

37.96

 

47.90

 

46.58

 

46.77

 

Close

 

 

47.58

 

48.50

 

47.15

 

49.03

 

2015 Revenues

 

$

662,156

 

692,652

 

707,890

 

716,843

 

Cost of services

 

 

449,715

 

459,961

 

456,465

 

489,039

 

Operating income

 

 

122,496

 

130,602

 

163,104

 

117,905

 

Net income attributable to TSYS common shareholders

 

 

77,755

 

82,839

 

120,622

 

82,828

 

Basic EPS attributable to TSYS common shareholders

 

 

0.42

 

0.45

 

0.66

 

0.45

 

Diluted EPS attributable to TSYS common shareholders

 

 

0.42

 

0.45

 

0.65

 

0.45

 

Cash dividends declared

 

 

0.10

 

0.10

 

0.10

 

0.10

 

Stock prices:

 

 

 

 

 

 

 

 

 

 

High

 

 

39.02

 

42.72

 

48.64

 

56.37

 

Low

 

 

33.27

 

37.89

 

41.52

 

45.82

 

Close

 

 

38.15

 

41.77

 

45.43

 

49.80

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 


 

STOCK PERFORMANCE GRAPH

 

The following graph compares the yearly percentage change in cumulative shareholder return on TSYS stock with the cumulative total return of the Standard & Poor’s 500 Index and the Standard & Poor’s Systems Software Index for the last five fiscal years (assuming a $100 investment on December 31, 2011 and reinvestment of all dividends).

 

PICTURE 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2011

    

2012

    

2013

    

2014

    

2015

    

2016

 

TSYS

 

$

100.00

 

$

111.41

 

$

175.72

 

$

181.62

 

$

268.71

 

$

266.74

 

S&P 500

 

$

100.00

 

$

116.00

 

$

153.58

 

$

174.60

 

$

177.01

 

$

198.18

 

S&P SS

 

$

100.00

 

$

115.23

 

$

153.13

 

$

188.36

 

$

208.08

 

$

235.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 


 

PART IV

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

 

(a)

3. Exhibits

 

Exhibit

Number Description

 

 

 

  31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

  31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

  * Filed Herewith

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Total System Services, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

TOTAL SYSTEM SERVICES, INC.

 

 

February 28, 2017

By:

/s/ M. Troy Woods

 

 

M. Troy Woods,

 

Chairman and Chief Executive Officer

 

(Principal Executive Officer)

 

4

 


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