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 18, 2005

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 Identification No.)

1600 First Avenue, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2267

(Registrant's telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition.
	On October 18, 2005, Total System Services, Inc. (“Registrant”) issued a press release and will hold an investor call and webcast on October 19, 2005 to disclose financial results for the quarter ended September 30, 2005. The press release and Supplemental Information for use at this investor call are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. Except as provided in Item 8.01 below, this information shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.
Item 7.01	Regulation FD Disclosure. See Item 2.02 above.
Item 8.01	Other Events.
	At the end of the second quarter, Bank of America announced its planned acquisition of MBNA. Bank of America is currently evaluating the various consumer credit card processing alternatives available to it and MBNA. Registrant and Bank of America are in discussions to determine Registrant’s future role in providing consumer credit card processing to Bank of America. Registrant cannot predict the outcome of its discussions with Bank of America or of the evaluation process Bank of America is conducting. Registrant’s processing agreement with Bank of America provides that Bank of America may terminate the agreement for consumer credit card services upon the payment to Registrant of a termination fee. The loss of Bank of America could have a material adverse effect on Registrant’s financial position, results of operations and cash flows. Additional information about Registrant’s relationship with Bank of America can be found in Registrant’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005.
Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits
	Exhibit No.	Description
	99.1	Registrant's press release dated October 18, 2005
	99.2	Supplemental Information prepared for use with the press release

2

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOTAL SYSTEM SERVICES, INC. ("Registrant")
Dated: October 18, 2005	By:/s/ Kathleen Moates Kathleen Moates Senior Deputy General Counsel

3

EX-99.1

Exhibit 99.1

For Immediate Release

Contacts:

James B. Lipham
Chief Financial Officer
+1.706.649.2262 Shawn Roberts
TSYS Investor Relations
+1.706.644.6081
shawnroberts@tsys.com

TSYS Reports 34.6% Increase in Net Income for First Nine Months

Expects to be at the Higher-End of 2005 Earnings Projection.

Columbus, Ga., October 18, 2005— TSYS^® today announced that its financial results for the third quarter of 2005 are in line with its earnings per share expectations.

Below is a summary of the results for the quarter and nine months ended September 30, 2005, as compared to the same periods in 2004, respectively:

(dollars in millions, except earnings per share data)	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2005	2004	Percent Change	2005	2004	Percent Change
Revenues Before Reimbursables	$342.1	248.4	37.7%	$953.5	706.7	34.9%
Total Revenues	422.0	305.0	38.4%	1,182.1	879.9	34.4%
Operating Income	72.3	52.0	39.1%	215.0	143.4	49.9%
Net Income	48.1	39.1	22.8%	144.8	107.6	34.6%
Basic EPS	0.24	0.20	22.6%	0.73	0.55	34.4%
Diluted EPS	0.24	0.20	22.7%	0.73	0.55	34.5%

“We are extremely pleased with our results for the third quarter and first nine months of 2005. Our core business is demonstrating strong results as demonstrated by the over 36% growth in accounts on file and stronger than expected growth in value added services,” said Philip W. Tomlinson, chief executive officer. “We believe we are on target to be at the higher-end of our earnings projection for 2005 of 25%-28%.”

Highlights for the quarter include:

• TSYS successfully converted the account portfolio of JPMorgan Chase.

• TSYS signed an agreement to process Capital One’s credit card accounts.

• TSYS renewed agreements with C&A Modas in Mexico as well as agreements with the Navy Federal Credit Union, Vienna, VA; Juniper Bank, Wilmington, DE; Trustmark National Bank, Jackson, MS and Allied Irish Bank, Dublin, Ireland.

• Vital Processing Services, TSYS’ wholly owned merchant processing subsidiary, announced a renewal of its service agreement with Bank of America.

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TSYS Reports Results For First Nine Months of 2005/Page 2 of 9

• TSYS announced an agreement with Sonae Distribuicao of Portugal to provide gift card services for one of Europe’s leading retail operations.

“We are extremely pleased with our results especially considering that we began the year anticipating our earnings growth to be in the range of 19%-22%. During the year we have been able to raise our earnings guidance twice based on fundamental growth in our core business, our strong growth in value added services and our better than expected growth in Vital. Our successful conversion of JPMorgan Chase’s account portfolio, as well as new and extended contracts, and our continued expansion into international markets along multiple lines of business represent the cornerstone of a very solid year for TSYS,” said Tomlinson.

Tomlinson added, “At the end of the second quarter, Bank of America announced its planned acquisition of MBNA. Bank of America is currently evaluating the various consumer credit card processing alternatives available to it and MBNA, and we are in discussions with Bank of America to determine our future role in providing consumer credit card processing to it. We cannot predict the outcome of our discussions with Bank of America or of the evaluation process it is conducting. Our processing agreement with Bank of America provides that it may terminate its agreement with us for consumer credit card services upon the payment to us of a termination fee.”

“As 2005 draws to a close, we have begun our budgeting process for 2006. We believe our prospects for growth in 2006 and beyond are fundamentally strong as we continue to expand our reach globally and introduce new products and services. We are excited about what the future has in store for us. We expect to make further comments about our expectations for 2006 in our year-end earnings release in January,” said Tomlinson.

Conference Call

TSYS will host its quarterly conference call at 8:30 a.m. EDT, October 19, 2005. The conference call can be accessed via simultaneous Internet broadcast at www.tsys.com by clicking on the “Conference Call” icon on the homepage. The replay will be archived for twelve months and will be available approximately 30 minutes after the completion of the call.

About TSYS

TSYS (NYSE: TSS) brings integrity and innovation to the world of electronic payment services as the integral link between buyers and sellers in this rapidly evolving universe. Synovus (NYSE: SNV) owns an 81-percent interest in TSYS. For more information, contact news@tsys.com.

This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding TSYS’ expected net income growth for 2005, including the expectation that TSYS will be at the higher-end of our earnings projection for 2005 of 25%-28%; any decision that might arise out of the evaluation process Bank of America is conducting; TSYS’ belief that our prospects for growth in 2006 and beyond are fundamentally strong; and the assumptions underlying such statements, including, with respect to TSYS’ expected increase in net income for 2005, an increase in total revenues of 32-34%; Vital Processing Services adding $225-$235 million in annual revenues before reimburseables; and accounts on file at the end of 2005 will be between 430 and 435 million. These statements are based on the current beliefs and expectations of TSYS’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by our forward-looking statements in this press release. Many of these factors are beyond TSYS’ ability to control or

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TSYS Reports Results For First Nine Months of 2005/Page 3 of 9

predict. These factors include, but are not limited to, revenues that are lower than anticipated; Vital’s addition to revenue is lower than anticipated; accounts on file at the end of 2005 are lower than anticipated; TSYS incurs expenses associated with the signing of a significant client; internal growth rates for TSYS’ existing clients are lower than anticipated; TSYS does not convert clients’ portfolios as scheduled; adverse developments with respect to foreign currency exchange rates; adverse developments with respect to entering into contracts with new clients and retaining current clients; the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients; TSYS is unable to control expenses and increase market share; adverse developments with respect to the credit card industry in general; TSYS is unable to successfully manage any impact from slowing economic conditions or consumer spending; the impact of acquisitions, including their being more difficult to integrate than anticipated; the costs and effects of litigation, investigations or similar matters or adverse facts and developments relating thereto; the impact of changes in accounting principles; overall market conditions; no material breach of the security of any of our systems; and the impact on TSYS’ business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts. Additional factors that could cause actual results to differ materially from those contemplated in this release can be found in TSYS’ filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

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EX-99.2

Exhibit 99.2

TSYS Announces Third Quarter 2005 Earnings
Page 4 of 9
		TSYS Financial Highlights (Unaudited) (In thousands, except per share data)
		Three Months Ended					Nine Months Ended
		September 30,					September 30,
				Percentage					Percentage
		2005	2004	Change			2005	2004	Change
Revenues
Electronic payment processing services	$	224,394	198,892	12.8	%	$	646,199	561,270	15.1	%
Merchant services		74,207	6,518	nm			170,008	19,759	nm
Other services		43,499	43,006	1.1			137,337	125,681	9.3
Revenues before reimbursables		342,100	248,416	37.7			953,544	706,710	34.9
Reimbursable items		79,869	56,577	41.2			228,652	173,141	32.1
Total revenues		421,969	304,993	38.4			1,182,196	879,851	34.4
Expenses
Employment expenses*		121,389	99,561	21.9			334,341	269,647	24.0
Net occupancy & equipment expenses*		77,134	59,302	30.1			212,770	182,214	15.5
Other operating expense*		71,245	37,558	89.7			191,449	109,440	74.9
Expenses before reimbursables		269,768	196,421	37.3			738,560	563,301	31.1
Reimbursable items		79,869	56,577	41.2			228,652	173,141	32.1
Total operating expenses		349,637	252,998	38.2			967,212	736,442	31.3
Operating Income		72,332	51,995	39.1			214,984	143,409	49.9
Other Income:
Interest income		1,592	667	138.7			3,889	1,709	127.6
Interest expense		(84)	(95)	(11.6)			(259)	(877)	(70.5)
Loss on foreign currency translation, net		66	146	(55.0)			(761)	45	nm
Other Income		1,574	718	119.2			2,869	877	227.3
Income before Income Taxes, Minority Interest
and Equity in Income of Joint Ventures		73,906	52,713	40.2			217,853	144,286	51.0
Income Taxes		26,777	20,410	31.2			78,186	55,636	40.5
Minority Interest		(64)	(80)	(20.9)			(176)	(240)	(26.8)
Equity in Income of Joint Ventures		991	6,918	(85.7)			5,331	19,178	(72.2)
Net Income	$	48,056	39,141	22.8	%	$	144,822	107,588	34.6	%
Basic Earnings Per Share	$	0.24	0.20	22.6	%	$	0.73	0.55	34.4	%
Diluted Earnings Per Share	$	0.24	0.20	22.7	%	$	0.73	0.55	34.5	%
Dividend Declared Per Share	$	0.06	0.04			$	0.16	0.10
Average Common Shares Outstanding		197,198	196,849				197,100	196,846
Average Common and Common
Equivalent Shares Outstanding		197,383	197,210				197,324	197,213
nm = not meaningful
*Certain items have been reclassified for the prior periods to conform with the presentation adopted in the third quarter of 2005.

TSYS Announces Third Quarter 2005 Earnings
Page 5 of 9
TSYS
Segment Breakdown
(Unaudited)
(In thousands)
		Three Months Ended September 30, 2005				Three Months Ended September 30, 2004
		Domestic- based support services	International- based support services	Merchant Processing services	Consolidated	Domestic- based support services	International- based support services	Merchant processing services	Consolidated
Revenue before reimbursables	$	244,302	31,389	70,333	346,024	218,530	29,886	-	248,416
Intersegment revenue		(3,867)	-	(57)	(3,924)	-	-	-	-
Revenues before reimbursables
from external customers	$	240,435	31,389	70,276	342,100	218,530	29,886	-	248,416
Total revenue	$	308,889	37,862	81,948	428,699	273,496	31,499	-	304,995
Intersegment revenue		(6,673)	-	(57)	(6,730)	(2)	-	-	(2)
Revenues from external customers	$	302,216	37,862	81,891	421,969	273,494	31,499	-	304,993
Depreciation and amortization	$	29,503	4,399	7,587	41,489	23,188	3,549	-	26,737
Intersegment expenses	$	5,627	(4,294)	(8,064)	(6,731)	3,119	(3,119)	-	-
Segment operating income	$	52,834	6,137	13,361	72,332	45,328	6,667	-	51,995
Income tax expense	$	18,381	3,227	5,169	26,777	14,737	3,469	2,204	20,410
Equity in income of joint ventures	$	-	991	-	991	-	549	6,369	6,918
Net Income	$	36,238	3,353	8,465	48,056	29,959	5,015	4,167	39,141
Identifiable assets		1,282,288	177,276	222,050	1,681,614
Intersegment assets		(305,569)	(6)	(15)	(305,590)
Total assets		976,719	177,270	222,035	1,376,024
		Nine Months Ended September 30, 2005				Nine Months Ended September 30, 2004
		Domestic- based support services	International- based support services	Merchant processing services	Consolidated	Domestic- based support services	International- based support services	Merchant processing services	Consolidated
Revenue before reimbursables	$	713,390	92,717	156,486	962,593	628,042	78,668	-	706,710
Intersegment revenue		(8,946)	-	(103)	(9,049)	-	-	-	-
Revenues before reimbursables
from external customers	$	704,444	92,717	156,383	953,544	628,042	78,668	-	706,710
Total revenue	$	904,700	109,604	182,877	1,197,181	796,229	83,628	-	879,857
Intersegment revenue		(14,882)	-	(103)	(14,985)	(6)	-	-	(6)
Revenues from external customers	$	889,818	109,604	182,774	1,182,196	796,223	83,628	-	879,851
Depreciation and amortization	$	85,058	12,416	12,073	109,547	69,950	9,567	-	79,517
Intersegment expenses	$	24,861	(21,833)	(18,022)	(14,994)	4,268	(4,268)	-	-
Segment operating income	$	176,346	8,143	30,495	214,984	125,399	18,010		143,409
Income tax expense	$	61,003	4,294	12,889	78,186	41,876	7,600	6,160	55,636
Equity in income of joint ventures	$	-	2,090	3,241	5,331	-	1,242	17,936	19,178
Net Income	$	118,692	4,773	21,357	144,822	83,195	12,617	11,776	107,588
Note:     Revenues for domestic-based services include electronic payment processing services and other services provided from the United                States to clients domiciled in the United States or other countries. Revenues from international-based services include electronic payment                 processing services and other services provided from outside the United States to clients based mainly outside the United States.                Revenues from merchant processing services include Vital's merchant processing and related services.
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TSYS Announces Third Quarter 2005 Earnings
Page 6 of 9
TSYS
Balance Sheet
(Unaudited)
(In thousands)
		September 30,	December 31,
		2005	2004
Assets
Current assets:
Cash and cash equivalents	$	199,356	231,806
Restricted cash		29,382	24,993
Accounts receivable, net		210,162	144,827
Deferred income tax assets		18,734	10,791
Prepaid expenses and other current assets		48,667	35,739
Total current assets		506,301	448,156
Computer software, net		278,450	268,647
Property and equipment, net		272,696	263,584
Contract acquisition costs, net		159,234	132,428
Goodwill, net		108,798	70,561
Other intangible assets, net		14,467	4,692
Equity investments, net		5,084	54,400
Other assets		30,994	39,475
Total assets	$	1,376,024	1,281,943
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	33,237	75,188
Accrued salaries and employee benefits		67,349	46,725
Current portion of debt and obligations under capital leases		2,005	1,828
Other current liabilities		133,145	148,124
Total current liabilities		235,736	271,865
Obligations under capital leases excluding current portion		3,139	4,508
Long-term debt		93	-
Deferred income tax liabilities		140,064	131,106
Other long-term liabilities		19,258	6,038
Total liabilities		398,290	413,517
Minority interests in consolidated subsidiaries		3,765	3,814
Shareholders' Equity:
Common stock		19,808	19,759
Additional paid-in capital		47,751	44,732
Treasury stock		(12,874)	(13,573)
Accumulated other comprehensive income		7,681	15,373
Retained earnings		911,603	798,321
Total shareholders' equity		973,969	864,612
Total liabilities and shareholders' equity	$	1,376,024	1,281,943
* Certain items from prior periods have been reclassified to conform with the presentation adopted in 2005.
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TSYS Announces Third Quarter 2005 Earnings
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TSYS
Cash Flow
(Unaudited)
(In thousands)
		Nine Months Ended September 30:
		2005	2004
Cash flows from operating activities:
Net income	$	144,822	107,588
Adjustments to reconcile net income to net cash provided by
operating activities:
Minority interests in consolidated subsidiaries' net income		176	240
Equity in income of joint ventures		(5,331)	(19,178)
Loss on currency translation adjustments, net		761	(45)
Depreciation and amortization		109,547	79,517
Impairment of developed software		3,646	10,059
Charges for (recoveries of) bad debt expense and billing
adjustments		5,451	(1,147)
Charges for transaction processing provisions		7,634	5,621
Deferred income tax expense (benefit)		6,574	29,590
Loss on disposal of equipment, net		1,775	384
(Increase) decrease in:
Accounts receivable		(32,395)	(36,139)
Prepaid expenses and other assets		6,270	(4,822)
Increase (decrease) in:
Accounts payable		(53,901)	6,066
Accrued salaries and employee benefits		4,393	4,584
Billings in excess of costs and profits on uncompleted contracts		-	(24,845)
Other liabilities		(67,817)	22,210
Net cash provided by operating activities		131,605	179,683
Cash flows from investing activities:
Purchase of property and equipment, net		(33,760)	(49,815)
Additions to licensed computer software from vendors*		(10,049)	(19,237)
Additions to internally developed computer software*		(17,435)	(3,996)
Cash acquired in acquisition		38,798	2,422
Cash used in acquisition		(95,782)	(53,000)
Dividends received from joint ventures		1,658	15,876
Contract acquisition costs		(11,756)	(22,441)
Net cash used in investing activities		(128,326)	(130,191)
Cash flows from financing activities:
Purchases of common stock		-	(1,188)
Proceeds from borrowings of long-term debt		48,143	-
Principal payments on long-term debt borrowings		(48,135)	-
Principal payments on capital lease obligations and software obligations		(1,225)	(42,321)
Dividends paid on common stock		(27,582)	(15,747)
Proceeds from exercise of stock options		2,920	1,193
Net cash used in financing activities		(25,879)	(58,063)
Effect of foreign currency translation on cash and cash equivalents		(9,850)	575
Net decrease in cash and cash equivalents		(32,450)	(7,996)
Cash and cash equivalents at beginning of year		231,806	122,874
Cash and cash equivalents at end of period	$	199,356	114,878
*Certain items have been reclassified for the prior periods to conform with the presentation adopted in the third quarter of 2005.

TSYS Announces Third Quarter 2005 Earnings
Page 8 of 9
Geographic Area Data:
The following geographic area data represents revenues for the three months ended September 30 based on where the client
is domiciled:
		Three Months Ended September 30,
(dollars in millions):		2005	%			2004	%
United States	$	358.3	84.9	%	$	247.9	81.3	%
Europe		34.0	8.1			28.2	9.3
Canada*		23.2	5.5			21.4	7.0
Japan		4.0	0.9			3.5	1.1
Mexico		1.9	0.5			3.3	1.1
Other		0.6	0.1			0.7	0.2
	$	422.0	100.0	%	$	305.0	100.0	%
The following geographic area data represents revenues for the nine months ended September 30 based on where the client
is domiciled:
		Nine Months Ended September 30,
(dollars in millions):		2005	%			2004	%
United States	$	998.4	84.5	%	$	722.3	82.1	%
Europe		98.3	8.3			73.7	8.4
Canada*		66.6	5.6			62.4	7.1
Japan		11.6	1.0			10.3	1.2
Mexico		5.3	0.4			9.2	1.0
Other		2.0	0.2			2.0	0.2
	$	1,182.2	100.0	%	$	879.9	100.0	%
Geographic Area Revenue by Operating Segment:
The following table reconciles segment revenues to revenues by reporting segment for the three months ended September 30:
		Three Months Ended September 30,
		Domestic-based				International-based		Merchant processing
		support services				support services		services
(dollars in millions):		2005	2004			2005	2004	2005	2004
United States	$	276.7	247.9			-	-	81.6	-
Europe		0.1	0.2			33.9	28.0	-	-
Canada*		23.0	21.4			-	-	0.2	-
Japan		-	-			4.0	3.5	-	-
Mexico		1.9	3.3			-	-	-	-
Other		0.5	0.7			-	-	0.1	-
	$	302.2	273.5			37.9	31.5	81.9	-
The following table reconciles segment revenues to revenues by reporting segment for the nine months ended September 30:
		Nine Months Ended September 30,
		Domestic-based				International-based		Merchant processing
		support services				support services		services
(dollars in millions):		2005	2004			2005	2004	2005	2004
United States	$	816.3	722.3			-	-	182.1	-
Europe		0.3	0.4			98.0	73.3	-	-
Canada*		66.3	62.4			-	-	0.3	-
Japan		-	-			11.6	10.3	-	-
Mexico		5.3	9.2			-	-	-	-
Other		1.6	2.0			-	-	0.4	-
	$	889.8	796.3			109.6	83.6	182.8	-
* These revenues include those generated from the Caribbean accounts owned by a Canadian institution.
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TSYS Announces Third Quarter 2005 Earnings
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Supplemental Information:
	Accounts on File at September 30:
(in millions)	2005		%		2004		%		% Change
Consumer	264.1		61.4	%	170.7		54.1	%	54.7	%
Retail	96.5		22.4		88.8		28.2		8.5
Commercial	30.1		7.0		24.9		7.9		21.0
Government services/EBT	18.2		4.3		15.7		5.0		16.8
Stored Value	13.7		3.2		8.5		2.7		61.3
Debit	7.5		1.7		6.7		2.1		11.1
	430.1		100.0	%	315.3		100.0	%	36.4	%
	Sept. 30, 2005				Sept. 30, 2004
QTD Average Accounts on File (thousands)	424,609				304,928
YTD Average Accounts on File (thousands)	389,406				289,394
	Accounts on File at September 30:
(in millions)	2005	%			2004	%			% Change
Domestic	375.3	87.4		%	267.2	84.7		%	40.5	%
International	54.8	12.6			48.1	15.3			13.8
	430.1	100.0		%	315.3	100.0		%	36.4	%
Note: The accounts on file between domestic and international is based on the geographic domicile of processing clients.
Growth in Accounts on File (in millions):
	Sept. 2004 to Sept. 2005				Sept. 2003 to Sept. 2004
Beginning balance	315.3				267.9
Change in accounts on file due to:
Internal growth of existing clients	44.5				33.0
New clients*	79.3				19.2
Purges/Sales*	(7.9)				(0.9)
Deconversions	(1.1)				(3.9)
Ending balance	430.1				315.3
Number of Employees (FTEs):	2005				2004
At September 30,	6,513				5,626
Quarterly average for period ended September 30,	6,481				5,571
YTD average for period ended September 30,	6,222				5,571
* Certain items have been reclassified for the prior periods to conform with the presentation adopted in the third quarter of 2005.
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