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    LOGO TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter)    Georgia

58-1493818(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)One TSYS Way
Columbus, Georgia

31901(Address of principal executive offices)

(Zip Code) Registrants telephone number, including area code: (706)
644-4388 Securities registered pursuant to Section 12(b) of the Act:  Title of each class

Name of each exchange on which
registeredCommon Stock, $.10 Par Value

New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES  ☒    NO  ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.    YES  ☐    NO  ☒ Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90
days.    YES  ☒    NO  ☐ Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).    YES  ☒    NO  ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of 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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated
filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☒

Accelerated Filer

☐Non-accelerated filer

☐

Smaller reporting company

☐Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    YES  ☐    NO  ☒ As of June 30, 2018, 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 January 31, 2019, there were 176,915,530 shares of the registrants common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE  Incorporated Documents

Form 10-K Reference
LocationsPortions of the Annual Report to Shareholders
for the year ended December 31, 2018 (Annual Report)

Parts I, II, III and IVPortions of the 2019 Proxy Statement for the Annual Meeting
of Shareholders to be held May 2, 2019 (Proxy Statement)

Part III




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EXPLANATORY NOTE Total System Services, Inc. is filing this Amendment No. 1 on Form 10-K/A for the sole purpose of
amending Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on February 21, 2019, to include Exhibit 99.1, the Annual
Report on Form 11-K for the Total System Services, Inc. 2012 Employee Stock Purchase Plan for the year ended December 31, 2018 as set forth below and in the attached exhibits. This Amendment No. 1
does not otherwise update information in the originally filed Form 10-K to reflect facts or events occurring subsequent to the original filing date. PART IV Item 15. Exhibits,
Financial Statement Schedules (a)    1.Financial Statements The following consolidated financial statements of TSYS are incorporated in this document by reference from pages 35 through 86 of
the Annual Report. Consolidated Balance SheetsDecember 31, 2018 and 2017 Consolidated Statements of IncomeYears Ended December 31, 2018, 2017 and 2016 Consolidated Statements of Comprehensive IncomeYears Ended December 31, 2018, 2017 and 2016 Consolidated Statements of Cash FlowsYears Ended December 31, 2018, 2017 and 2016 Consolidated Statements of Changes in EquityYears Ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Managements Report on Internal Control Over Financial Reporting 2.Financial Statement Schedules The following consolidated financial statement schedule of TSYS is included: Schedule IIValuation and Qualifying AccountsYears Ended December 31, 2018, 2017 and 2016 All other schedules are omitted because they are inapplicable or the required information is included in the consolidated financial
statements and notes thereto. 3.Exhibits The following exhibits are filed herewith or are incorporated to other documents previously filed with the SEC. Exhibits 10.5 through 10.28
pertain to executive compensation plans and arrangements. With the exception of those portions of the Annual Report and Proxy Statement that are expressly incorporated by reference in this Form 10-K, such
documents are not to be deemed filed as part of this Form 10-K.  1




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Exhibit
Number

Exhibit Description2.1

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, 20173.1

Articles of Incorporation of TSYS, as amended, incorporated by reference to Exhibit 3.1 of TSYS Current Report on Form 8-K filed with the SEC on April 30, 20093.2

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, 20184.1

Indenture, dated as of May 
22, 2013, between TSYS and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of TSYS Current Report on Form 8-K filed with the SEC on May 22, 20134.2

Form of 2.375% Senior Note due 2018, incorporated by reference to Exhibit 4.2 of TSYS Current Report on Form 8-K filed with the SEC on May 22, 20134.3

Form of 3.750% Senior Note due 2023, incorporated by reference to Exhibit 4.3 of TSYS Current Report on Form 8-K filed with the SEC on May 22, 20134.4

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 with the SEC on March 17, 20164.5

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, 20164.6

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, 20164.7

Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 of TSYS Current Report on Form 8K filed with the SEC
 on May 11, 20184.8

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, 201810.1

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  2




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10.2

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, 201710.3

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, 201810.4

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 EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS  10.5

Amended and Restated Total System Services, Inc. Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of TSYS Quarterly
 Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 9, 201010.6

Amended and Restated Total System Services, Inc. Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of TSYS
 Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the SEC on August 7, 200810.7P

Wage Continuation Agreement of TSYS, incorporated by reference to Exhibit 10.7 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 1992, filed with the SEC on
March 18, 199310.8P

Split Dollar Insurance Agreement of TSYS, incorporated by reference to Exhibit 10.10 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 1993, filed with the
SEC on March 22, 199410.9

Change of Control Agreement for executive officers of TSYS, incorporated by reference to Exhibit 10.17 of TSYS Annual Report on Form
10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 29, 200810.10

Split Dollar Insurance Agreement and related Executive Benefit Substitution Agreement, incorporated by reference to Exhibit 10.19 of TSYS
 Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the SEC on March 19, 2002  3




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10.11

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, 201710.12

Total System Services, Inc. 2012 Omnibus Plan (formerly named the 2008 Omnibus Plan), incorporated by reference to Exhibit 10.1 of TSYS
 Current Report on Form 8-K filed with the SEC on May 4, 201210.13

Form of Non-Employee Director Fully Vested Stock Option Agreement, incorporated by reference to Exhibit
 10.37 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on February 28, 201110.14

Form of Non-Employee Director Fully Vested Share Award Agreement, incorporated by reference to Exhibit
 10.38 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on February 28, 201110.15

Form of Indemnification Agreement for directors and executive officers of TSYS, incorporated by reference to Exhibit 10.1 of TSYS
 Current Report on Form 8-K filed with the SEC on July 26, 200710.16

Form of Senior Executive Stock Option Agreement for 2015 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, 2015, filed with the SEC on May 7, 201510.17

Form of Senior Executive Performance Share Agreement for 2015 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, 2015, filed with the SEC on May 7, 201510.18

Form of Amendment to Senior Executive Stock Option Agreement and Senior Executive Performance Share Agreement, incorporated by reference to Exhibit
 10.1 of TSYS Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015, filed with the SEC on November 5, 201510.19

Transition and Retirement Agreement, dated June 
23, 2014, between Philip W. Tomlinson and Total System Services, Inc., incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K filed with the SEC on June 23, 201410.20

Restrictive Covenant Agreement, dated June 
23, 2014, between Philip W. Tomlinson and Total System Services, Inc., incorporated by reference to Exhibit 10.2 of TSYS Current Report on Form 8-K filed with the SEC on June 23, 201410.21

Consulting Agreement, dated June 
23, 2014, between Philip W. Tomlinson and Total System Services, Inc., incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K filed with the SEC on June 23, 201410.22

Form of Stock Option Agreement for stock option awards under the Total System Services, Inc. 2012 and 2017 Omnibus Plans, 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  4




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10.23

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, 201610.24

Form of Performance Share Agreement for 2017 and 2018 performance share awards under the Total System Services, Inc. 2012 and 2017 Omnibus
 Plans, 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, 201710.25

Total System Services, Inc. 2017 Omnibus Plan, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K filed with the SEC on April 28, 201710.26

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, 201710.27

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, 201810.28

Form of Amendment to Nonemployee Director Fully Vested Stock Option Agreement13.1

Certain specified pages of TSYS 2018 Annual Report to Shareholders which are incorporated herein by reference21.1

Subsidiaries of Total System Services, Inc.23.1*

Consent of Independent Registered Public Accounting Firm24.1

Powers of Attorney contained on the signature pages of this 2018 Annual Report on Form 10-K and
 incorporated herein by reference31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1*

Annual Report on Form 11-K for the Total System Services, Inc. 2012 Employee Stock Purchase Plan for the year ended December 31, 2018101

Interactive Data File  *
Filed Herewith  5




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We agree to furnish the SEC, upon request, a copy of each instrument with respect to issues
of long-term debt. The principal amount of any individual instrument, which has not been previously filed, does not exceed ten percent of the total assets of TSYS and our subsidiaries on a consolidated basis. Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Total System Services, Inc. has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  TOTAL SYSTEM SERVICES, INC.April 11, 2019



By:

/s/ M. Troy WoodsM. Troy Woods,Chairman, President and Chief Executive Officer(Principal Executive Officer)  6