content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      Form 8-K
  
  
                                   CURRENT REPORT
  
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
  
  
                                   April 15, 2002
                                   ---------------
                              (Earliest Event Reported)
  
  
  
                            Total System Services, Inc.
                            -----------------------------
                            (Exact Name of Registrant as
                              Specified in its Charter)
  
  
     Georgia                        1-10254                      58-1493818
  --------------              ------------------                --------------
  (State of                   (Commission File                   (IRS Employer
    Incorporation)                 Number)                       Identification
                                                                      Number)
  
                     1600 First Avenue, Columbus, Georgia 31901
                     ------------------------------------------
                      (Address of principal executive offices)
  
  
                                   (706) 649-2267
                                   --------------
                           (Registrant's Telephone Number)
  
  
            (Former name or former address, if changed since last report)
  
  
  <PAGE>
  
  
  
  
  
  Item 5.  Other Events.
  ------   -------------
  
           On April 15, 2002, Total System Services, Inc. ("Registrant") issued a
  press release with respect to its earnings for the quarter ended March 31, 2002.
  
           A copy of Registrant's press release regarding the announcement
  referenced above is attached hereto as Exhibit 99 and by this reference is
  hereby incorporated by reference into this Form 8-K and made a part hereof.
  
           The attached 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 growth in net income for the year
  2002, expected growth in new business in Europe, belief with respect to long
  term opportunities for TSYS, belief with respect to decision making timelines of
  prospective clients, and the assumptions underlying such statements, including,
  with respect to TSYS' expected increase in net income; TSYS' expected internal
  growth rate for existing portfolios; an aggressive focus on expense control and
  productivity improvement; the successful implementation and market acceptance of
  new product offerings; expected increases in the number of accounts on file;
  expected increases in revenues; and expected increases in revenues attributable
  to international clients. Prospective investors are cautioned that any such
  forward-looking statements are not guarantees of future performance and involve
  risks and uncertainties, and that actual results may differ materially from
  those contemplated by such forward-looking statements. A number of important
  factors could cause actual results to differ materially from those contemplated
  by the forward-looking statements in the attached press release. Many of these
  factors are beyond TSYS' ability to control or predict. The factors include, but
  are not limited to, adverse developments with respect to TSYS' sub-prime
  clients; lower than anticipated internal growth rates for TSYS' existing
  customers; TSYS' inability to control expenses and increase market share; TSYS'
  inability to successfully bring new products to market, including, but not
  limited to, stored value products, e-commerce products and other processing
  services; the inability of TSYS to grow its business through acquisitions;
  adverse developments with respect to entering into contracts with new clients
  and retaining current clients; TSYS' inability to increase the revenues derived
  from international sources; 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' inability to anticipate and respond to technological
  changes, particularly with respect to e-commerce; adverse developments with
  respect to the successful conversion of clients; the absence of significant
  changes in foreign exchange spreads between the United States and the countries
  TSYS transacts business in, to include Mexico, United Kingdom, Japan, Canada and
  the European Union; adverse developments with respect to the credit card
  industry in general; TSYS' inability to successfully manage any impact from
  slowing economic conditions or consumer spending; the occurrence of catastrophic
  events that would impact TSYS' or its major customers' operating facilities,
  communications systems and technology, or that has a material negative impact on
  current economic conditions or levels of consumer spending; revenues generated
  by sub-prime lending clients being less than anticipated; successfully managing
  the potential both for patent protection and patent liability in the context of
  rapidly developing legal framework for expansive software patent protection; and
  overall market conditions. Additional factors that could cause actual results to
  differ materially from those contemplated in the attached press release can be
  found in TSYS' filings with the Securities and Exchange Commission, including
  its 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.
  
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  -------  ------------------------------------------------------------------
  
           (a)      Financial Statements - None.
  
           (b)      Pro Forma Financial Information - None.
  
           (c)      Exhibits
  
                    99 - Registrant's press release, April 15, 2002.
  
                                         2
  <PAGE>
  
  
  
  
                                      Signature
  
  
           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: April 15, 2002                     By:/s/ Kathleen Moates
         --------------------                  -----------------------------------
                                               Kathleen Moates
                                               Senior Deputy General Counsel
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      Form 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                   April 15, 2002
                                   ---------------
                              (Earliest Event Reported)
  
                            Total System Services, Inc.
                            -----------------------------
                            (Exact Name of Registrant as
                              Specified in its Charter)
  
     Georgia                        1-10254                      58-1493818
  --------------              ------------------                --------------
  (State of                   (Commission File                   (IRS Employer
    Incorporation)                 Number)                       Identification
                                                                      Number)
  
                     1600 First Avenue, Columbus, Georgia 31901
                     ------------------------------------------
                      (Address of principal executive offices)
  
                                   (706) 649-2267
                                   --------------
                           (Registrant's Telephone Number)
  
            (Former name or former address, if changed since last report)
  Item 5.  Other Events.
  ------   -------------
  
           On April 15, 2002, Total System Services, Inc. ("Registrant") issued a
  press release with respect to its earnings for the quarter ended March 31, 2002.
  
           A copy of Registrant's press release regarding the announcement
  referenced above is attached hereto as Exhibit 99 and by this reference is
  hereby incorporated by reference into this Form 8-K and made a part hereof.
  
           The attached 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 growth in net income for the year
  2002, expected growth in new business in Europe, belief with respect to long
  term opportunities for TSYS, belief with respect to decision making timelines of
  prospective clients, and the assumptions underlying such statements, including,
  with respect to TSYS' expected increase in net income; TSYS' expected internal
  growth rate for existing portfolios; an aggressive focus on expense control and
  productivity improvement; the successful implementation and market acceptance of
  new product offerings; expected increases in the number of accounts on file;
  expected increases in revenues; and expected increases in revenues attributable
  to international clients. Prospective investors are cautioned that any such
  forward-looking statements are not guarantees of future performance and involve
  risks and uncertainties, and that actual results may differ materially from
  those contemplated by such forward-looking statements. A number of important
  factors could cause actual results to differ materially from those contemplated
  by the forward-looking statements in the attached press release. Many of these
  factors are beyond TSYS' ability to control or predict. The factors include, but
  are not limited to, adverse developments with respect to TSYS' sub-prime
  clients; lower than anticipated internal growth rates for TSYS' existing
  customers; TSYS' inability to control expenses and increase market share; TSYS'
  inability to successfully bring new products to market, including, but not
  limited to, stored value products, e-commerce products and other processing
  services; the inability of TSYS to grow its business through acquisitions;
  adverse developments with respect to entering into contracts with new clients
  and retaining current clients; TSYS' inability to increase the revenues derived
  from international sources; 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' inability to anticipate and respond to technological
  changes, particularly with respect to e-commerce; adverse developments with
  respect to the successful conversion of clients; the absence of significant
  changes in foreign exchange spreads between the United States and the countries
  TSYS transacts business in, to include Mexico, United Kingdom, Japan, Canada and
  the European Union; adverse developments with respect to the credit card
  industry in general; TSYS' inability to successfully manage any impact from
  slowing economic conditions or consumer spending; the occurrence of catastrophic
  events that would impact TSYS' or its major customers' operating facilities,
  communications systems and technology, or that has a material negative impact on
  current economic conditions or levels of consumer spending; revenues generated
  by sub-prime lending clients being less than anticipated; successfully managing
  the potential both for patent protection and patent liability in the context of
  rapidly developing legal framework for expansive software patent protection; and
  overall market conditions. Additional factors that could cause actual results to
  differ materially from those contemplated in the attached press release can be
  found in TSYS' filings with the Securities and Exchange Commission, including
  its 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.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  -------  ------------------------------------------------------------------
  
           (a)      Financial Statements - None.
  
           (b)      Pro Forma Financial Information - None.
  
           (c)      Exhibits
  
                    99 - Registrant's press release, April 15, 2002.
  
                                         2
  Signature
  
           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: April 15, 2002                     By:/s/ Kathleen Moates
         --------------------                  -----------------------------------
                                               Kathleen Moates
                                               Senior Deputy General Counsel