10-K/A

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, 2004

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 incorporation or organization)	(I.R.S. Employer Identification No.)
1600 First Avenue
Columbus, Georgia	31901
(Address of principal executive offices)	(Zip Code)
(Registrant’s telephone number, including area code)	(706) 649-5220

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 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 þ                      NO o

     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. o

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

     YES þ                      NO o

     As of February 10, 2005, 196,848,529 shares of the $.10 par value common stock of Total System Services, Inc. were outstanding. The aggregate market value of the shares of $.10 par value common stock of Total System Services, Inc. held by nonaffiliates on December 31, 2004 was approximately $588,657,000 (based upon the closing price of such stock on June 30, 2004).

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Documents	Form 10-K Reference Locations
Portions of the Annual Report to Shareholders for the year ended December 31, 2004 (“Annual Report”)	Parts I, II, III and IV
Portions of the 2005 Proxy Statement for the Annual Meeting of Shareholders to be held April 21, 2005 (“Proxy Statement”)	Part III

TABLE OF CONTENTS

PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
EX-23.1 CONSENTS OF INDEPENDENT PUBLIC ACCOUNTING FIRM
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-99.1 ANNUAL REPORT / EMPLOYEE STOCK PURCHASE PLAN
EX-99.2 ANNUAL REPORT / DIRECTOR STOCK PURCHASE PLAN

     The undersigned registrant hereby amends Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2004 by adding Exhibit 99.1, the Annual Report on Form 11-K for the Total System Services, Inc. Employee Stock Purchase Plan for the year ended December 31, 2004, and by adding Exhibit 99.2, the Annual Report on Form 11-K for the Total System Services, Inc. Director Stock Purchase Plan for the year ended December 31, 2004, as set forth below and in the attached exhibits.

PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

          The following consolidated financial statements of TSYS are incorporated by reference from pages 48 through 76 of the Annual Report.

Consolidated Balance Sheets - December 31, 2004 and 2003.

Consolidated Statements of Income - Years Ended December 31, 2004, 2003 and 2002.

Consolidated Statements of Cash Flows - Years Ended December 31, 2004, 2003 and 2002.

Consolidated Statements of Shareholders’ Equity and Comprehensive Income - Years Ended December 31, 2004, 2003 and 2002.

Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm on Management’s Assessment of Internal Controls.

Management’s Report on Internal Control Over Financial Reporting.

2. Financial Statement Schedules

          The following report of independent registered public accounting firm and consolidated financial statement schedule of TSYS are included:

Report of Independent Registered Public Accounting Firm.

Schedule II - - Valuation and Qualifying Accounts - Years Ended December 31, 2004, 2003 and 2002.

2

          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 Securities and Exchange Commission. Exhibits 10.1 through 10.24 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.

Exhibit
Number	Description
3.1	Articles of Incorporation of TSYS, as amended, incorporated by reference to Exhibit 4.1 of TSYS’ Registration Statement on Form S-8 filed with the SEC on April 18, 1997 (File No. 333-25401).
3.2	Bylaws of TSYS, as amended, incorporated by reference to Exhibit 3.1 of TSYS’ Current Report on Form 8-K dated October 19, 2004, as filed with the SEC on October 19, 2004.

10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10.1	Director Stock Purchase Plan of TSYS, incorporated by reference to Exhibit 10.1 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC on March 16, 2000.
10.2	Total System Services, Inc. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002.
10.3	Synovus Financial Corp. 2002 Long-Term Incentive Plan in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.3 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002.
10.4	Synovus Financial Corp./Total System Services, Inc. Deferred Compensation Plan, incorporated by reference to Exhibit 10.4 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002.

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10.5	Total System Services, Inc. 1992 Long-Term Incentive Plan, which was renamed the Total System Services, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 18, 1993.
10.6	Total System Services, Inc. Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.6 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002.
10.7	Wage Continuation Agreement of TSYS, incorporated by reference to Exhibit 10.7 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 18, 1993.
10.8	Incentive Bonus Plan of Synovus Financial Corp. in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.8 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 18, 1993.
10.9	Agreement in Connection With Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.9 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the SEC on March 9, 2004.
10.10	Split Dollar Insurance Agreement of TSYS, incorporated by reference to Exhibit 10.10 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the SEC on March 22, 1994.
10.11	Synovus Financial Corp. 1994 Long-Term Incentive Plan in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.11 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 9, 1995.
10.12	Synovus Financial Corp. Executive Bonus Plan in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.12 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC on March 19, 1996.
10.13	Change of Control Agreements for executive officers of TSYS, incorporated by reference to Exhibit 10.2 of TSYS’ Current Report on Form 8-K dated January 18, 2005, as filed with the SEC on January 20, 2005.

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10.14	Stock Option Agreement of Samuel A. Nunn, incorporated by reference to Exhibit 10.14 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the SEC on March 20, 1997.
10.15	Synovus Financial Corp. Deferred Stock Option Plan in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.15 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002.
10.16	Synovus Financial Corp. 2000 Long-Term Incentive Plan in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.16 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC on March 16, 2000.
10.17	Split Dollar Insurance Agreement and related Executive Benefit Substitution Agreement of Synovus Financial Corp. in which executive officers of TSYS participate, incorporated by reference to Exhibit 10.19 of TSYS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002.
10.18	Form of Stock Option Agreement for the Total System Services, Inc. 1992 (renamed 2000) and 2002 Long-Term Incentive Plans, incorporated by reference to Exhibit 10.1 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 8, 2004.
10.19	Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan; (ii) Synovus Financial Corp. 2000 Long-Term Incentive Plan; and (iii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of TSYS’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 8, 2004.
10.20	Summary of Board of Directors Compensation for 2005, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K dated January 18, 2005, as filed with the SEC on January 20, 2005.
10.21	Form of Restricted Stock Award Agreement for the TSYS 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K dated January 20, 2005, as filed with the SEC on January 25, 2005.

5

10.22	Form of Performance-Based Restricted Stock Award Agreement for the TSYS 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of TSYS’ Current Report on Form 8-K dated January 20, 2005, as filed with the SEC on January 25, 2005.
10.23	Form of Non-Employee Director Restricted Stock Award Agreement for the TSYS 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of TSYS’ Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005.
10.24	Base Salaries of Named Executive Officers of TSYS.
13.1	Certain specified pages of TSYS’ 2004 Annual Report to Shareholders which are incorporated herein by reference.
21.1	Subsidiaries of Total System Services, Inc.
23.1*	Consents of Independent Registered Public Accounting Firm.
24.1	Powers of Attorney contained on the signature pages of the 2004 Annual Report on Form 10-K.
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.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*	Annual Report on Form 11-K for the Total System Services, Inc. Employee Stock Purchase Plan for the year ended December 31, 2004.
99.2*	Annual Report on Form 11-K for the Total System Services, Inc. Director Stock Purchase Plan for the year ended December 31, 2004.

* Filed herewith

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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 26, 2005	By:	/s/Philip W. Tomlinson
		Philip W. Tomlinson,
		Principal Executive Officer

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Total System Services, Inc.:

We consent to the incorporation by reference in the registration statement (No. 2-92497) on Form S-8 of Total System Services, Inc. of our report dated April 1, 2005, with respect to the statements of financial condition of the Total System Services, Inc. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the Total System Services, Inc. Employee Stock Purchase Plan, included as Exhibit 99.1 to the December 31, 2004 annual report on Form 10-K/A Amendment No. 1 of Total System Services, Inc.

Atlanta, Georgia
April 25, 2005

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Total System Services, Inc.:

We consent to the incorporation by reference in the registration statement (No. 33-17376) on Form S-8 of Total System Services, Inc. of our report dated April 1, 2005, with respect to the statements of financial condition of the Total System Services, Inc. Director Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the Total System Services, Inc. Director Stock Purchase Plan, included as Exhibit 99.2 to the December 31, 2004 annual report on Form 10-K/A Amendment No. 1 of Total System Services, Inc.

Atlanta, Georgia
April 25, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

     I, Philip W. Tomlinson, certify that:

1.   I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Total System Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2005	/s/Philip W. Tomlinson
	Philip W. Tomlinson
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I, James B. Lipham, certify that:

1.	I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Total System Services, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2005	/s/James B. Lipham
	James B. Lipham
	Chief Financial Officer

EX-99.1

Exhibit 99.1

FORM 11-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o 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. EMPLOYEE STOCK PURCHASE PLAN

TOTAL SYSTEM SERVICES, INC.
1600 FIRST AVENUE
COLUMBUS, GEORGIA 31901
(706) 649-5220

TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Financial Statements

December 31, 2004, 2003, and 2002

(With Report of Independent Registered Public Accounting Firm Thereon)

KPMG LLP
Suite 2000
303 Peachtree Street, NE
Atlanta, GA 30308

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Total System Services, Inc.

     Employee Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Total System Services, Inc. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Total System Services, Inc. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia
April 1, 2005

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.

TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2004 and 2003

Assets

	2004		2003
Common stock of Total System Services, Inc. at market value - 1,755,356 shares (cost $34,279,114) in 2004 and 1,748,194 shares (cost $31,386,554) in 2003 (note 2)	$	42,655,144		54,421,275
Dividends receivable		63,058		31,149
Contributions receivable		556,203		534,764
	$	43,274,405		54,987,188
Plan Equity
Plan equity (4,537 and 5,489 participants at December 31, 2004 and 2003, respectively)	$	43,274,405		54,987,188

See accompanying notes to financial statements.

2

TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Dividend income	$	219,155			123,777			108,225
Realized gain on distributions to participants (note 4)		2,854,674			4,026,165			1,913,128
Unrealized (depreciation) appreciation in common stock of Total System Services, Inc. (note 3)		(14,658,691	)		28,701,678			(13,716,848	)
Contributions (notes 1 and 2):
Participants		8,628,675			8,147,986			7,575,583
Participating employers:
Total System Services, Inc.		3,491,270			3,336,669			3,116,193
Columbus Depot Equipment Company		166			162			154
Columbus Productions, Inc.		38,340			45,584			49,355
TSYS Canada, Inc.		34,070			31,850			25,363
TSYS Total Debt Management, Inc.		65,411			56,446			62,385
ProCard, Inc.		103,896			95,316			27,653
Vital Processing Services, L.L.C.		469,370			481,998			511,160
Enhancement Services Corporation		55,934			15,092			—
TSYS Technology Center		56,227			11,092			—
Total employer contributions		4,314,684			4,074,209			3,792,263
Increase (decrease) in Plan equity before withdrawals		1,358,497			45,073,815			(327,649	)
Withdrawals by participants — common stock of Total System Services, Inc. at market value (544,997 shares in 2004, 631,575 shares in 2003, and 441,103 shares in 2002) (notes 2 and 4)		(13,071,280	)		(14,779,075	)		(9,310,243	)
(Decrease) increase in Plan equity for the year		(11,712,783	)		30,294,740			(9,637,892	)
Plan equity at beginning of year		54,987,188			24,692,448			34,330,340
Plan equity at end of year	$	43,274,405			54,987,188			24,692,448

See accompanying notes to financial statements.

3

TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(1)	Description of the Plan
	The Total System Services, Inc. Employee Stock Purchase Plan (the Plan) was implemented as of October 1, 1984. The Plan is designed to enable participating Total System Services, Inc. (TSYS) and subsidiaries’ employees to purchase shares of common stock of TSYS at prevailing market prices from contributions made by them and TSYS and subsidiaries (the Participating Employers).
	TSYS serves as the plan administrator. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	Prior to July 1, 2002, all employees who work 20 hours per week or more were eligible to participate in the Plan after completing three months of continuous employment prior to the beginning of a calendar quarter. Effective July 1, 2002, the Plan was amended to allow employees who work 20 hours per week or more to become eligible to participate in the plan on the first payroll date after completing three months of continuous employment. Effective December 31, 2002, employees of TSYS or TSYS affiliates who are employed in a country other than the United States and are eligible to participate in a compensatory stock plan sponsored by TSYS or TSYS affiliates similar to the Plan that has been established pursuant to the laws of that country are not eligible to participate in the Plan. Participants contribute to the Plan through payroll deductions as a percentage of compensation. The minimum contribution was 0.5%, and the maximum contribution ranges from 3% to 7%, based on years of service. Effective July 1, 2002, the minimum allowable contribution is 1% of compensation. Contributions to the Plan are to be made by the Participating Employers in an amount equal to one-half of each participant’s contribution. Participants are immediately vested in their contributions and Participating Employers’ matching contributions.
	The Plan provides, among other things, that all expenses of the Plan and its administration shall be paid by TSYS with the exception of brokers’ fees, commissions, postage, and transaction costs which are included in the cost of each participant’s investment in common stock of TSYS.
	The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of TSYS or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Plan sponsor for a specified period of time. Effective January 23, 2002, the Plan was amended to allow employees to make unlimited withdrawals without their employer matching contributions being suspended.
	TSYS expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him/her or TSYS prior to the date of such amendment or termination.

(Continued)

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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(2)	Summary of Accounting Policies
	The investment in common stock of TSYS is stated at market value. The 2004 and 2003 market values are based on the closing price at year-end. The December 31, 2004 and 2003 market values were $24.30 and $31.13 per share, respectively.
	The realized gain on distributions to participants is determined by computing the difference between the average cost per share of common stock and the market value per share at the date of the distribution to the participants.
	Contributions to and withdrawals from the Plan are accounted for on the accrual basis. Common stock contributions are recorded at fair value.
	During the year ended December 31, 2002, TSYS contributed one share of stock to each new employee, upon reaching three months of employment with TSYS. Such contributions were made to the employees’ accounts with the Plan, and resulted in an increase of employer contributions of $1,827 for the year ended December 31, 2002. Effective January 23, 2002, the Plan was amended to eliminate this gift stock program.
	Dividend income is accrued on the record date.
	The Plan’s investments consist of common stock of TSYS which is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.
	The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their employer. Cash dividends paid on common stock of TSYS purchased under the Plan will be taxed to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the common stock of TSYS purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
	Management of the Plan believes that the carrying amount of receivables is a reasonable approximation of the fair value due to the short-term nature of these instruments.

(Continued)

5

TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(3)	Unrealized (Depreciation) Appreciation in Common Stock of TSYS
	Changes in unrealized (depreciation) appreciation in common stock of TSYS are as follows:

	2004			2003			2002
Unrealized appreciation (depreciation) at end of year	$	8,376,030			23,034,721			(5,666,957	)
Unrealized appreciation (depreciation) at beginning of year		23,034,721			(5,666,957	)		8,049,891
Unrealized (depreciation) appreciation for the year	$	(14,658,691	)		28,701,678			(13,716,848	)

(4)	Realized Gain on Withdrawal/Distributions to Participants
	The gain realized on withdrawal/distributions to participants is summarized as follows:

	2004		2003		2002
Market value at dates of distribution or redemption of shares of common stock of TSYS	$	13,071,280		14,779,075		9,310,243
Less cost (computed on an average cost basis) of shares of common stock of TSYS distributed or redeemed		10,216,606		10,752,910		7,397,115
Total realized gain	$	2,854,674		4,026,165		1,913,128

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EX-99.2

Exhibit 99.2

FORM 11-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o 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. DIRECTOR STOCK PURCHASE PLAN

TOTAL SYSTEM SERVICES, INC.
1600 FIRST AVENUE
COLUMBUS, GEORGIA 31901
(706) 649-5220

TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN

Financial Statements

December 31, 2004, 2003, and 2002

(With Report of Independent Registered Public Accounting Firm Thereon)

KPMG LLP
Suite 2000
303 Peachtree Street, NE
Atlanta, GA 30308

Report of Independent Registered Public Accounting Firm

The Plan Administrator
Total System Services, Inc.

     Director Stock Purchase Plan:

We have audited the accompanying statements of financial condition of the Total System Services, Inc. Director Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts, and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Total System Services, Inc. Director Stock Purchase Plan as of December 31, 2004 and 2003, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

Atlanta, Georgia
April 1, 2005

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.

TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN

Statements of Financial Condition

December 31, 2004 and 2003

Assets

	2004		2003
Common stock of Total System Services, Inc. at market value – 198,979 shares (cost $2,445,373) in 2004 and 181,445 shares (cost $2,044,510) in 2003 (note 2)	$	4,835,193		5,648,387
Dividends receivable		7,959		3,629
	$	4,843,152		5,652,016
Plan Equity
Plan equity (17 participants at December 31, 2004 and 2003)	$	4,843,152		5,652,016

See accompanying notes to financial statements.

2

TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN

Statements of Operations and Changes in Plan Equity

Years ended December 31, 2004, 2003, and 2002

	2004			2003		2002
Dividend income	$	27,131			13,756		10,606
Realized gain on distributions to participants (notes 2 and 4)		126			—		81,191
Unrealized (depreciation) appreciation in common stock of Total System Services, Inc. (note 3)		(1,214,057	)		3,060,849		(1,243,550	)
Contributions (notes 1 and 2):
Participants		252,000			273,000		304,000
Total System Services, Inc.		126,192			136,500		152,000
(Decrease) increase in Plan equity before withdrawals		(808,608	)		3,484,105		(695,753	)
Withdrawals by participants:
Common stock of Total System Services, Inc. at market value (11 shares in 2004, 0 shares in 2003, and 8,752 shares in 2002) – (notes 2 and 4)		(256	)		—		(165,037	)
(Decrease) increase in Plan equity for the year		(808,864	)		3,484,105		(860,790	)
Plan equity at beginning of year		5,652,016			2,167,911		3,028,701
Plan equity at end of year	$	4,843,152			5,652,016		2,167,911

See accompanying notes to financial statements.

3

TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(1)	Description of the Plan
	The Total System Services, Inc. Director Stock Purchase Plan (Plan) was implemented as of October 15, 1987. The Plan is designed to enable participating Total System Services, Inc. (TSYS) directors to purchase shares of common stock of TSYS at prevailing market prices from contributions made by them and TSYS.
	TSYS serves as the plan administrator. Prior to August 1, 2002, the Plan agent was State Street Bank and Trust Company. Effective August 1, 2002, the Plan agent is Mellon Investor Services, LLC, hereafter referred to as “Agent.”
	Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the board of directors of TSYS is eligible to participate in the Plan. Prior to February 24, 2000, cash contributions by a participant could not exceed $1,000 per calendar quarter. Effective February 24, 2000, cash contributions by participants cannot exceed $5,000 per calendar quarter. Contributions to the Plan are to be made by TSYS in an amount equal to one-half of each participant’s contribution. Participants are immediately vested in their contributions and TSYS’ matching contributions.
	The Plan provides, among other things, that all expenses of the Plan and its administration shall be paid by TSYS with the exception of brokers’ fees, commissions, postage, and transaction costs which are included in the cost of each participant’s investment in common stock of TSYS.
	The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of TSYS or in a lump-sum cash distribution.
	TSYS expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant’s right to the benefit of contributions made by him or TSYS prior to the date of such amendment or termination.

(2)	Summary of Accounting Policies
	The investment in common stock of TSYS is stated at market value. The 2004 and 2003 market values are based on the closing price at year-end. The December 31, 2004 and 2003 market values were $24.30 and $31.13 per share, respectively.
	The realized gain on distributions to participants is determined by computing the difference between the average cost per share of common stock and the market value per share at the date of distribution to the participants.
	Contributions by TSYS and participating directors, as well as withdrawals, are accounted for on the accrual basis.
	Dividend income is accrued on the record date.

(Continued)

4

TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

	The Plan’s investments consist of common stock of TSYS which is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements.
	The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by TSYS. Cash dividends paid on common stock of TSYS purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the common stock of TSYS purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.
	Management of the Plan believes that the carrying amount of receivables is a reasonable approximation of the fair value due to the short-term nature of these instruments.
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
(3)	Unrealized (Depreciation) Appreciation in Common Stock of TSYS
	Changes in unrealized (depreciation) appreciation in common stock of TSYS are as follows:

	2004			2003		2002
Unrealized appreciation at end of year	$	2,389,820			3,603,877		543,028
Unrealized appreciation at beginning of year		3,603,877			543,028		1,786,578
Unrealized (depreciation) appreciation for the year	$	(1,214,057	)		3,060,849		(1,243,550	)

(Continued)

5

TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN

Notes to Financial Statements

December 31, 2004, 2003, and 2002

(4)	Realized Gain on Withdrawal/Distributions to Participants
	The gain realized on withdrawal/distributions to participants is summarized as follows:

	2004		2003		2002
Market value at dates of distribution or redemption of common stock of TSYS	$	256		—		165,037
Less cost (computed on an average cost basis) of shares of common stock of TSYS distributed or redeemed		130		—		83,846
Total realized gain	$	126		—		81,191

6