2 0 1 2 | T S Y S A n n u a l R e p o r t
About TSYS
At TSYS, (NYSE: TSS), we believe payments should revolve around people, not the other way around.SM
We call this belief “People-Centered Payments.SM” By putting people at the center of every decision we
make, with unmatched customer service and industry insight, TSYS is able to support financial institutions,
businesses and governments in more than 80 countries. Offering merchant payment-acceptance solutions
as well as services in credit, debit, prepaid, mobile, chip, healthcare and more, we make it possible for those
in the global marketplace to conduct safe and secure electronic transactions with trust and convenience.
TSYS’ headquarters are located in Columbus, Georgia, with local offices spread across the Americas,
EMEA and Asia-Pacific. TSYS provides services to more than half of the top 20 international banks, and
has been named one of the 2013 World’s Most Ethical Companies by Ethisphere. For more information,
please visit us at www.tsys.com.
2
0
1
2
Looking Back. Moving Forward.
For the second year in a row, TSYS was named one
of the 2013 World’s Most Ethical Companies by
Ethisphere, a global ethics think tank.
NYSE: TSS
TSYS®
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
+1.706.649.2310
www.tsys.com
Our story
begins with people.
p
e
o
p
l
e
Young, bold, innovative bankers
were empowered by CB&T
leadership to create a unique
bankcard processing system to
streamline processes and create
efficiencies. (1970s)
This year, TSYS® celebrates 30 years as a publicly
held company.
But our story actually began in 1959, when several
young, innovative and forward-thinking leaders at
Columbus Bank and Trust (CB&T) took a risk and created
the prototype for what would become a global payments
provider — TSYS.
By introducing one of the first bank charge cards in
the United States at a time before companies like Visa®
and MasterCard® were household names, the TSYS team
embarked on a lifelong commitment to customer service,
progress and bold thinking.
This event was the catalyst that ultimately launched one
of the world’s premier payment services companies — one
that puts people at the center of payments every day. Many
things at TSYS have changed over the past 30 years, but
some remain steadfast: our commitment to accomplishing
great things through our people, thinking creatively and
proactively to meet customers’ needs, and providing
strong relationships and high-touch customer service.
These principles have guided how we’ve done
business for 30 years, and they’ll continue to
guide us for the next 30 years — and beyond.
2 0 1 2 | T S Y S A n n u a l R e p o r t
About TSYS
At TSYS, (NYSE: TSS), we believe payments should revolve around people, not the other way around.SM
We call this belief “People-Centered Payments.SM” By putting people at the center of every decision we
make, with unmatched customer service and industry insight, TSYS is able to support financial institutions,
businesses and governments in more than 80 countries. Offering merchant payment-acceptance solutions
as well as services in credit, debit, prepaid, mobile, chip, healthcare and more, we make it possible for those
in the global marketplace to conduct safe and secure electronic transactions with trust and convenience.
TSYS’ headquarters are located in Columbus, Georgia, with local offices spread across the Americas,
EMEA and Asia-Pacific. TSYS provides services to more than half of the top 20 international banks, and
has been named one of the 2013 World’s Most Ethical Companies by Ethisphere. For more information,
please visit us at www.tsys.com.
2
0
1
2
Looking Back. Moving Forward.
For the second year in a row, TSYS was named one
of the 2013 World’s Most Ethical Companies by
Ethisphere, a global ethics think tank.
NYSE: TSS
TSYS®
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
+1.706.649.2310
www.tsys.com
Our story
begins with people.
p
e
o
p
l
e
Young, bold, innovative bankers
were empowered by CB&T
leadership to create a unique
bankcard processing system to
streamline processes and create
efficiencies. (1970s)
This year, TSYS® celebrates 30 years as a publicly
held company.
But our story actually began in 1959, when several
young, innovative and forward-thinking leaders at
Columbus Bank and Trust (CB&T) took a risk and created
the prototype for what would become a global payments
provider — TSYS.
By introducing one of the first bank charge cards in
the United States at a time before companies like Visa®
and MasterCard® were household names, the TSYS team
embarked on a lifelong commitment to customer service,
progress and bold thinking.
This event was the catalyst that ultimately launched one
of the world’s premier payment services companies — one
that puts people at the center of payments every day. Many
things at TSYS have changed over the past 30 years, but
some remain steadfast: our commitment to accomplishing
great things through our people, thinking creatively and
proactively to meet customers’ needs, and providing
strong relationships and high-touch customer service.
These principles have guided how we’ve done
business for 30 years, and they’ll continue to
guide us for the next 30 years — and beyond.
,
,
,
,
,
,
,
,
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f i n a n c i a l i n f o r m a t i o n
(dollars in thousands)
09
10
11
12
09
10
11
12
09
10
11
12
Total revenues
Operating income
Net income attributable to
TSYS common shareholders
ABove: The IBM 360 was installed to modernize and automate
the payment system, which later allowed for the remote
transmission of information and made the concept of
“outsourcing” transaction processing possible. (1966)
RIghT: An ATM known as “Constant Banker” supported one of
the first forms of debit. (1972)
New Investors
at least $250.
TSYS Shareholders
You can join the Plan by making an initial investment of
services industry. Shares are sold weekly, or more often
You can sell some or all of your shares when you choose
at fees lower than those typically charged by the financial
American Stock Transfer & Trust Company, LLC
You can participate by submitting a completed enrollment
A copy of the company’s 2012 Annual Report on Form 10-K,
form. If your shares are held in a brokerage account, you
filed with the Securities and Exchange Commission, is
must first register some or all of your shares in your name.
available at no charge upon written request to Investor
(dollars in thousands, except per share data)
2012
2011
% Change
Total revenues
Operating income
$1,870,972
1,808,966
3.4
357,652
322,456
10.9
Net income attributable to TSYS common shareholders
244,280
220,559
10.8
Basic earnings per share attributable to TSYS common shareholders
Diluted earnings per share attributable to TSYS common shareholders
Return on average shareholder equity
Operating margin
Net profit margin
1.30
1.29
17.9%
19.1%
13.4%
1.15
13.1
1.15
12.5
17.4%
17.8%
12.3%
s h a r e h o l d e r i n f o r m a t i o n
Corporate Headquarters
Optional Cash Investments
Annual Shareholders’ Meeting
TSYS
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
www.tsys.com
+1.706.649.2310
You can purchase additional shares by investing between
The Annual Meeting of Shareholders will be held
$50 at any one time and $250,000 in total per calendar
on April 30, 2013 at 10 a.m. ET at the TSYS Riverfront
year. If you wish, we can withdraw funds automatically
Campus Auditorium in Columbus, Georgia.
from your bank account each month to purchase shares.
Purchases are made weekly, or more often if volume
dictates. Fees are lower than those typically charged
by the financial services industry.
Independent Auditors
KPMG LLP, Atlanta, Georgia
Investor Relations
Analysts, investors and others seeking additional
information not available at tsys.com should contact:
quotation listings.
Purchase Plan
Stock Trading Information
TSYS common stock is traded as “TSS” on the New York Stock
Safekeeping
Exchange (NYSE). Price and volume information appear
You can deposit your certificates with us for safekeeping
under the abbreviation “TotlSysSvc” in NYSE daily stock
at no cost to you. You can request a certificate any time
at no cost.
Dividend Reinvestment and Direct Stock
Gifts and Transfers of Shares
You can make gifts or transfers to others.
The TSYS Dividend Reinvestment and Direct Stock Purchase
Contact American Stock Transfer & Trust Company, LLC
Plan (“Plan”) provides a comprehensive package of services
at +1.877.833.6707 or your brokerage firm
designed to make investing in TSYS stock easy, convenient
for more information.
and more affordable. You may request information about
the Plan over the phone at +1.877.833.6707.
Sale of Shares
Shawn Roberts
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
+1.706.644.6081
shawnroberts@tsys.com
Current shareholders requiring
assistance should contact:
6201 15th Avenue
Brooklyn, NY 11219
+1.877.833.6707
www.amstock.com
if volume dictates.
Form 10-K
Relations at the address below:
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
ir@tsys.com
Dividend Reinvestment
You can invest all or a part of your cash dividends to
accumulate more shares without paying fees.
o n l i n e a c c e s s
Online Services at tsys.com
You can purchase your initial shares online at tsys.com. TSYS makes it easy and convenient to get current information on your shareholder account any time.
Philip W. Tomlinson
Chairman of the Board & Chief Executive Officer
You will have access to:
• View account status
• Purchase or sell shares
• View book-entry information
• Request certificate issuance
• Establish or change your PIN
• View payment history for dividends
• Make address changes
• Obtain a duplicate 1099 tax form
• Request a dividend check replacement
• Receive annual meeting materials electronically
Cautionary language regarding forward-looking statements:
This annual report to shareholders contains forward-looking statements, which by their nature involve risks and uncertainties. Please refer to TSYS’ Annual Report on Form 10-K filed with
the Securities and Exchange Commission for information concerning forward-looking statements, under the caption “Safe Harbor Statement,” and for a description of certain factors that
may cause actual results to differ from goals referred to in this report or contemplated by such statements.
© 2013 Total System Services, Inc.® All rights reserved worldwide. Total System Services, Inc. and TSYS® are federally registered service marks of Total System Services, Inc., in the United
States. Total System Services, Inc., and its affiliates own a number of service marks that are registered in the United States and in other countries. All other products and company names
are trademarks of their respective companies.
f i n a n c i a l i n f o r m a t i o n
(dollars in thousands)
$
1
,
6
7
7
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4
8
3
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7
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9
$
2
4
4
,
2
8
0
09
10
11
12
09
10
11
12
09
10
11
12
Total revenues
Operating income
Net income attributable to
TSYS common shareholders
ABove: The IBM 360 was installed to modernize and automate
the payment system, which later allowed for the remote
transmission of information and made the concept of
“outsourcing” transaction processing possible. (1966)
RIghT: An ATM known as “Constant Banker” supported one of
the first forms of debit. (1972)
(dollars in thousands, except per share data)
2012
2011
% Change
Total revenues
Operating income
$1,870,972
1,808,966
3.4
357,652
322,456
10.9
Net income attributable to TSYS common shareholders
244,280
220,559
10.8
Basic earnings per share attributable to TSYS common shareholders
Diluted earnings per share attributable to TSYS common shareholders
Return on average shareholder equity
Operating margin
Net profit margin
1.30
1.29
17.9%
19.1%
13.4%
1.15
13.1
1.15
12.5
17.4%
17.8%
12.3%
Philip W. Tomlinson
Chairman of the Board & Chief Executive Officer
Dear Shareholders and Friends,
Independent Auditors
KPMG LLP, Atlanta, Georgia
s h a r e h o l d e r i n f o r m a t i o n
Corporate Headquarters
TSYS
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
www.tsys.com
+1.706.649.2310
Stock Trading Information
TSYS common stock is traded as “TSS” on the New York Stock
Exchange (NYSE). Price and volume information appear
under the abbreviation “TotlSysSvc” in NYSE daily stock
quotation listings.
Dividend Reinvestment and Direct Stock
Purchase Plan
The TSYS Dividend Reinvestment and Direct Stock Purchase
Plan (“Plan”) provides a comprehensive package of services
designed to make investing in TSYS stock easy, convenient
and more affordable. You may request information about
the Plan over the phone at +1.877.833.6707.
New Investors
You can join the Plan by making an initial investment of
at least $250.
Optional Cash Investments
You can purchase additional shares by investing between
$50 at any one time and $250,000 in total per calendar
year. If you wish, we can withdraw funds automatically
from your bank account each month to purchase shares.
Purchases are made weekly, or more often if volume
dictates. Fees are lower than those typically charged
by the financial services industry.
Safekeeping
You can deposit your certificates with us for safekeeping
at no cost to you. You can request a certificate any time
at no cost.
Gifts and Transfers of Shares
You can make gifts or transfers to others.
Contact American Stock Transfer & Trust Company, LLC
at +1.877.833.6707 or your brokerage firm
for more information.
Sale of Shares
You can sell some or all of your shares when you choose
at fees lower than those typically charged by the financial
services industry. Shares are sold weekly, or more often
if volume dictates.
Annual Shareholders’ Meeting
The Annual Meeting of Shareholders will be held
on April 30, 2013 at 10 a.m. ET at the TSYS Riverfront
Campus Auditorium in Columbus, Georgia.
Investor Relations
Analysts, investors and others seeking additional
information not available at tsys.com should contact:
Shawn Roberts
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
+1.706.644.6081
shawnroberts@tsys.com
Current shareholders requiring
assistance should contact:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
+1.877.833.6707
www.amstock.com
In an initial-public offering, CB&T offered 20-percent ownership of TSYS to the public. (1983)
TSYS was later spun off from Synovus Financial Corp. (2007)
TSYS Shareholders
You can participate by submitting a completed enrollment
form. If your shares are held in a brokerage account, you
I took great pleasure in penning this letter, as it gave me a chance to reflect on
must first register some or all of your shares in your name.
the path and many turns TSYS has taken as a public company as well as the pride
Dividend Reinvestment
TSYS Investor Relations
You can invest all or a part of your cash dividends to
I have in being part of its 30–year history.
One TSYS Way
accumulate more shares without paying fees.
Columbus, GA 31901
ir@tsys.com
Form 10-K
A copy of the company’s 2012 Annual Report on Form 10-K,
filed with the Securities and Exchange Commission, is
available at no charge upon written request to Investor
Relations at the address below:
experience, an extensive distribution network, and a differentiated
product offering customized for the consumers, partners and
channels they serve.
Our single-minded determination and drive to be the best have
made TSYS one of the most respected and admired brands in our
o n l i n e a c c e s s
industry. The few of us who were there on that August morning in
1983 when we went public never imagined that TSYS would grow
into a market leader in our industry. And I am excited for our team
Online Services at tsys.com
members today because they have been called to shape the next
You can purchase your initial shares online at tsys.com. TSYS makes it easy and convenient to get current information on your shareholder account any time.
30 years in TSYS’ story.
You will have access to:
The past 18 months have been a period of transition for TSYS, as we
• View account status
kept our feet firmly rooted in our core issuer- and acquirer-processing
• Purchase or sell shares
businesses, while purposefully making acquisitions to further expand
• View book-entry information
our role in payments and grow our direct merchant-acquiring business,
• Request certificate issuance
adding new sales channels and innovative products.
• Establish or change your PIN
NetSpend’s mission is to empower consumers with the convenience,
security and freedom to be self-banked. This promise aligns with TSYS’
People-Centered PaymentsSM approach that pledges to put people at
the heart of every decision we make. Through this acquisition, we hope
to leverage TSYS’ relationships with its 400 banking clients by offering
additional solutions to the 480 million cardholders, 2.5 million small
businesses, and 700,000 mid-size companies, large corporations and
government agencies these clients serve. In addition to GPR cards,
the combined assets of the two companies will allow us to offer
innovative products like paycards, corporate disbursements and
travel and entertainment cards to these entities. It also leverages
NetSpend’s strength in the retail sector to help TSYS expand its
issuer and merchant acceptance services.
An example of this was in February of this year, when we announced
our intent to acquire NetSpend® Holdings, Inc., a leading provider of
Cautionary language regarding forward-looking statements:
general purpose reloadable (GPR) prepaid debit cards and related
This annual report to shareholders contains forward-looking statements, which by their nature involve risks and uncertainties. Please refer to TSYS’ Annual Report on Form 10-K filed with
financial services to underbanked consumers in the United States.
the Securities and Exchange Commission for information concerning forward-looking statements, under the caption “Safe Harbor Statement,” and for a description of certain factors that
This acquisition will truly be a transformational event for TSYS, enabling
may cause actual results to differ from goals referred to in this report or contemplated by such statements.
us to meet our strategic goals of diversifying our business, becoming
a more innovative payment solutions provider and expanding our
© 2013 Total System Services, Inc.® All rights reserved worldwide. Total System Services, Inc. and TSYS® are federally registered service marks of Total System Services, Inc., in the United
role within an area of payments with expected high growth. By adding
States. Total System Services, Inc., and its affiliates own a number of service marks that are registered in the United States and in other countries. All other products and company names
NetSpend, we become a top-two provider of prepaid GPR and
are trademarks of their respective companies.
paycards in the U.S., and gain a leadership team with deep prepaid
In December 2012, we acquired ProPay®, Inc., a company that
provides simple, secure and affordable payment solutions to
merchants, ranging from small home-based entrepreneurs to
multi-billion dollar enterprises. ProPay, based in Lehi, Utah, has
a strong footprint among direct-selling-entity (DSE) enterprises,
such as Mary Kay® Inc. Its innovative solutions enable more than
• View payment history for dividends
• Make address changes
• Obtain a duplicate 1099 tax form
• Request a dividend check replacement
• Receive annual meeting materials electronically
1
TSYS accelerated its growth of processing of accounts, establishing valuable
relationships and becoming a bigger player in the field. (1980s)
The development and launch of TS2 takes the company to
new heights and furthered its reputation throughout the
industry as the “gold standard” of processing platforms. (1994)
250,000 merchants to instantly self-enroll online, and offer
simplified pricing and the ability to accept a payment from their
mobile or smart devices with secure processing and encryption.
In July 2012, we announced a new long-term agreement with
Bank of America® Corp. to begin processing for its U.S. consumer
credit card portfolio and continue providing processing for its
commercial card portfolio. This type of event debunks the theory
that I’ve heard over the years, which is that the largest issuers feel
they must process in-house. Personally, I believe that TSYS clients
find themselves in an advantageous position, not only technically,
but also in terms of customer service, product development and
compliance when compared with their in-house competitors.
Additionally, in August, we announced the formation of a
60-percent-owned joint venture with Central Payment® Co., LLC,
one of the fastest-growing private companies in the United States.*
Central Payment, based in San Rafael, Calif., has more than 800
independent sales agents, supporting some 45,000 merchants in
the restaurant, personal services and retail sectors. This joint venture
will help move us closer to our goal of becoming a top-10 global
acquirer in terms of revenues and profits.
2012 PERFORMANCE
We feel that it’s important to have clear performance standards.
Without them, goals become moving targets and bull’s-eyes
can be painted wherever the arrow lands. The Board of Directors
and I measure our financial performance by looking at revenue
growth and operational performance of our businesses and the
individuals that run them.
Overall, our company’s progress in 2012 was very good, as we
met revenue and earnings-per-share (EPS) expectations, and had
exceptionally strong performance for the year. We had double-
digit operating income growth of 10.9 percent year over year. Our
basic earnings per share was $1.30, an increase of 13.1 percent
year over year. Total revenues were $1.9 billion, up 3.4 percent.
Once we convert Bank of America, which we expect to occur
in 2014, and continue our worldwide growth, we’ll be close to
our goal of being the largest third-party processor of Visa and
MasterCard credit cards. We as a leadership team are confident
that we’re headed in the right direction.
We also saw good increases in transactions in 2012. Transactions
from our issuer-processing business were up 13.1 percent over
last year, and point-of-sale (POS) transactions from our merchant-
processing business were up 10.7 percent, excluding Bank of
America Merchant Services. Same-client transactions were up 12.2
percent in our North America segment and 11.0 percent for Interna-
tional. In our direct merchant business, our sales volume increased
15.6 percent year over year. Part of that increase can be attributed
to our new Central Payment joint venture and a full year of reporting
from our 2011 acquisition of TermNet Merchant Services.
A REVIEW OF OUR SEGMENTS
Let’s examine the performance of our three reporting segments:
North America, International and Merchant Services. I’d like to take a
moment to share the segments’ highlights, along with the strengths
and challenges unique to each.
NORTH AMERICA SERVICES: In this segment, we were
buoyed by our long-term contracts and the recurring revenue they
provide. Our revenue from this segment was $965.4 million, an
increase of 1.1 percent year over year. The North America seg-
ment represents approximately 51 percent of TSYS’ consolidated
revenue. We gained traction with community banks, regional banks
and credit unions by packaging TS2® — one of our core processing
platforms — with risk, marketing and consulting services, tuning into
the individual needs for this market sector. This package of services
harnesses the powerful financial technology used by many of the
largest banks, giving smaller institutions the power to compete
successfully. Regional banks are re-entering the business in an
aggressive way, buying back portfolios and re-establishing them-
selves in the credit card market. We think this bodes well for TSYS.
As growth in mobile wallets becomes more mainstream, we will
continue pursuing opportunities with mobile wallet providers to
deliver our clients’ customers a safe, secure payment experience.
To further enhance the customers’ experience, we began offering
transaction-based marketing funded by participating merchants that
target the individual’s spend behavior. Traditionally, our business
was all about completing the transaction, but these days, real value
also lies in all that happens before, during and after it.
INTERNATIONAL SERVICES: Those of you who follow
our International segment know that we’ve taken a close look at
our margins. It is our goal to increase our international margins
300 to 400 basis points per year (beginning in 2013) until we reach
a margin goal of 18 to 20 percent. Our plan includes expense
reductions, cross-selling opportunities and top-line growth.
During the past year, we made the decision to segregate
supporting services — such as technology, client support and
operations — domestically and internationally. We’ve also been
realigning resources to encourage accountability, eliminate
non-performing assets and increase scale where we do business.
* Inc. Magazine’s Top 500 fastest-growing companies
2
The development and launch of TS2 takes the company to
new heights and furthered its reputation throughout the
industry as the “gold standard” of processing platforms. (1994)
LEFT: TSYS converts its first European client, Royal Bank of Scotland®.
(2001)
ABovE: A ribbon-cutting ceremony at the Knaresborough, U.K., data
center symbolizes TSYS’ growth in the international card industry,
setting the stage for future worldwide expansion. (2004)
As such, we will always look to join forces with partners to
challenge current thinking, while creating new paradigms to
address the needs of issuers, merchants and consumers.
PLANNING FOR THE FUTURE
I’d also like to thank the TSYS Board for its oversight and active
participation in the numerous committees that guide and direct our
business. We recently formed a new board committee focusing on
technology to assist in the oversight of TSYS’ management of risk
regarding technology, data security, disaster recovery and business
continuity. Reducing operational and business risk is a primary focus
for TSYS. By actively assessing business and strategic risks to existing
business models, we are ensuring that TSYS is aware and responsive
to changes that impact our company — both today and tomorrow.
The job of a good Board of Directors is to see that the right people
are running the business today — and to ensure that the company’s
next generation is ready to seamlessly take the reins at a moment’s
notice. We have the next generation of leaders in place and are
grooming their successors. They are as passionate about this
company as we were when it first went public in 1983 — and as
we still are today.
I’d also like to recognize the dedicated service of Becky Yarbrough,
who will retire this April after more than 12 years of service on the
TSYS Board.
PEOPLE-CENTERED PAYMENTS
As has been the case for the past three decades, TSYS will focus
on putting people at the center of payments as we move forward.
And if the first 30 years are any indication, I’m sure the next chapters
of our story will be beyond our imaginations.
Our story started with people and is still centered around people
today. We are thankful that you continue to help us write it.
Sincerely,
Philip W. Tomlinson
Chairman of the Board
& Chief Executive Officer
These efforts are already starting to show results; for although we
began 2012 with margins of 4.3 percent in the first quarter, we
finished with margins of 6.9 percent for the full year. In spite of the
economic turbulence in Europe, we did exceptionally well in 2012,
with our total transactions increasing by 17.4 percent. Our revenue
from this segment was $413.5 million, an increase of 4.7 percent
year over year. The International segment represents approximately
22 percent of TSYS’ consolidated revenue.
MERC H ANT SERVI CES: On the merchant front, we will
continue to expand more in the direct merchant-acquiring business
through internally generated growth as well as acquisitions. We have
diversified our sales distribution model and introduced innovative
new products. We are focused on helping businesses operate more
efficiently. Today, more than half of the revenue within the Merchant
segment comes from our direct merchant-acquiring business. We
continue to look for acquisition opportunities inside and outside the
United States. Our revenue before reimbursables from this segment
was $409.7 million, an increase of 9.8 percent year over year. The
Merchant Services segment represents approximately 27 percent
of TSYS’ consolidated revenue.
ON GROWTH AND INNOVATION
While our performance is measured year over year, our growth
strategy is a five-year, forward-looking plan. For the enterprise,
our corporate strategy is to perfect and grow our issuing-solutions
business, expand our merchant-acquiring business, and become
a more innovative payment solutions provider.
Highlighting our focus on products and solutions, we have
introduced a business initiative that combines technology,
servicing and innovation. This foundational layer makes it easy
to launch future products as well as client- and customer-driven
solutions. Our experience, scale and trusted brand make us a
respected presence among traditional players and young,
entrepreneurial companies with an interest in payment-related
services. As such, TSYS is networking and engaging in active
dialogue with newcomers to provide an incubator of sorts to
help them test their new products with interested TSYS clients.
In order to accelerate growth, we’re also conducting our business
with the mindset of a careful investor. New players, new pricing —
and those who challenge the status quo — all stand to influence the
payments industry and the future of money in general. Regardless
of what new developments unfold, we will continue to view our role
as the premier supporter of all of the parties within the payments
ecosystem. We know the payments business inside and out — its
complexities and the newest regulatory and compliance parameters.
3
Richard H. Bickerstaff
Manager
Broken Arrow Land
Company, LLC
Lovick P. Corn
Advisory Director
W.C. Bradley Co.
l e a d e r s h i p
Executive Management
Philip W. Tomlinson
Chairman of the Board &
Chief Executive Officer
M. Troy Woods
President &
Chief Operating Officer
b o a r d o f d i r e c t o r s
James H. Blanchard
Chairman of the Board &
Chief Executive Officer, retired
Synovus®
Chairman of the Board
Jordan-Blanchard Capital, LLC
Richard Y. Bradley
Attorney at Law
Bradley & Hatcher
Kriss Cloninger III
President & Chief Financial Officer
Aflac® Incorporated
Walter W. Driver Jr.
Chairman-Southeast
Goldman, Sachs & Co.
Gardiner W. Garrard Jr.
Chairman of the Board
The Jordan Company
Sidney E. Harris
Professor
Georgia State University,
J. Mack Robinson College of Business
Mason H. Lampton
Chairman of the Board
Standard Concrete Products
H. Lynn Page
Vice Chairman of the Board, retired
Synovus
TSYS
Philip W. Tomlinson
Chairman of the Board &
Chief Executive Officer
TSYS
John T. Turner
Private Investor
Richard W. Ussery
Chairman of the Board, retired
TSYS
M. Troy Woods
President & Chief Operating Officer
TSYS
James D. Yancey
Chairman of the Board, retired
Synovus
Chairman of the Board
Columbus Bank and Trust
Rebecca K. Yarbrough
Private Investor
e m e r i t u s d i r e c t o r s
John P. Illges III
Senior Vice President, retired
The Robinson-Humphrey
Company, Inc.
William B. Turner
Chairman of the Executive
Committee, retired
Synovus
W.C. Bradley Co.
Samuel A. Nunn
Co-Chairman &
Chief Executive Officer
Nuclear Threat Initiative
Distinguished Professor
The Sam Nunn School
of International Affairs,
Georgia Institute of Technology
Former U.S. Senator
Kenneth L. Tye
Senior Executive Vice President
& Chief Information Officer
Connie C. Dudley
Executive Vice President,
North America Conversions
Gaylon Jowers Jr.
Executive Vice President
President, TSYS International Services
Ryland L. Harrelson
Executive Vice President &
Chief Human Resource Officer
G. Sanders Griffith III
Senior Executive Vice President,
General Counsel & Secretary
Mark D. Pyke
Executive Vice President
President, TSYS Merchant Services
Paul M. Todd
Executive Vice President,
Strategy, Mergers & Acquisitions,
Product & Marketing
Amit Sethi
India & South East Asia
Jesús M. Navarro Torres
Mexico
James B. Lipham
Senior Executive Vice President
& Chief Financial Officer
William A. Pruett
Senior Executive Vice President
President, North America Services
International Managing Directors
David E. Duncan
Brazil
Robert E. Evans
Europe
Hitoshi Kondo
Japan
4
Anthony W. Hodge
Executive Vice President,
Application Systems
Stephen W. Humber
Executive Vice President,
Software Management
Kelley C. Knutson
Executive Vice President,
International Services
W. Allen Pettis
Executive Vice President,
Relationship Management
Dorenda K. Weaver
Executive Vice President &
Chief Accounting Officer
Group Executives
Jaffar Agha-Jaffar
Gracie H. Allmond
Bruce L. Bacon
Ronald L. Barnes
Patricia L. Bengtson
Joseph J. Bialoncik III
Carey R. Blackstone Jr.
Rodney Q. Boyer
Paul Bridgewater
David L. Chew
James B. Cosgrove
David R. Figgat
Keith Harrison
John Dale Hester Jr.
Virginia A. Holman
Mark S. Holt
William T. Hunt
G. Clyde Jinks III
Bruce A. Jones
Dennis Jones
Robert A. Kellum III
Billy J. Kilgore II
Suzanne Kump
John C. Latimer
Richard J. Machold
Christopher C. McNulty
Kathleen Moates
Timothy L. Munto
Solomon Osagie
Michael F. Peck
Keith D. Pierce
Daryl A. Seaman
B. Wayne Smith
Raymond D. Smith
Mary M. Stewart
Barry J. Tompkins
Donna W. Ward
John W. Weekley
Marie T. Williams
Kathy L. Wills
Olin M. Wise
David E. Wood
Selected Financial Data
The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes
thereto and Financial Review sections of the Annual Report. The historical trends in Total System Services, Inc.‘s
(TSYS’ or the Company’s) results of operations and financial position over the last five years are presented below.
Years Ended December 31,
(in thousands, except per share data)
2012
2011
2010
2009
2008
Income Statement Data:
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,870,972 1,808,966 1,717,577 1,677,483 1,711,534
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 357,652
322,456
309,429
344,026
371,122
Income from continuing operations, net of tax . . . . $ 249,923
—
Loss from discontinued operations, net of tax . . . . .
222,662
—
208,866
(3,245)
225,720
(6,544)
253,085
(1,409)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling
249,923
222,662
205,621
219,176
251,676
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,643)
(2,103)
(11,674)
(3,963)
(1,576)
Net income attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 244,280
220,559
193,947
215,213
250,100
Basic earnings per share (EPS)* attributable to TSYS
common shareholders:
Income from continuing operations . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted EPS* attributable to TSYS common
shareholders:
Income from continuing operations . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash dividends declared per share . . . . . . . . . . . . . . $
1.30
—
1.30
1.29
—
1.29
0.40
1.15
—
1.15
1.15
—
1.15
0.31
1.00
(0.02)
0.99
1.00
(0.02)
0.99
0.28
1.12
(0.03)
1.09
1.12
(0.03)
1.09
0.28
1.27
(0.01)
1.26
1.27
(0.01)
1.26
0.28
(in thousands)
2012
2011
2010
2009
2008
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,023,838 1,858,392 1,952,261 1,710,954 1,550,024
Obligations under long-term debt and capital
leases, excluding current portion . . . . . . . . . . . .
192,014
63,593
225,276
205,123
209,871
* Note: Basic and diluted EPS amounts for continuing operations and net income do not total due to rounding.
At December 31,
Financial Overview
TSYS’ revenues are derived from providing global
payment services to financial and nonfinancial
institutions, generally under long-term processing
contracts. The Company’s services are provided
through the Company’s three operating segments:
North America Services, International Services and
Merchant Services.
Through the Company’s North America Services and
International Services segments, TSYS processes
information through its cardholder systems to
financial institutions throughout the United States and
internationally. The Company’s North America
Services segment provides these services to clients in
the United States, Canada, Mexico and the
Caribbean. The Company’s International Services
segment provides services to clients in Europe, India,
5
Middle East, Africa, Asia Pacific and Brazil. The
Company’s Merchant Services segment provides
merchant services to merchant acquirers and
merchants in the United States.
In 2009, the Merchant Services segment’s revenues
represented approximately 19% of the Company’s
total revenues. As part of its strategic plan to
diversify, the Company acquired companies between
2010 and 2012 to expand the Merchant Services
segment in the direct acquiring business. Refer to
Notes 1 and 24 in the consolidated financial
statements for further information related to these
acquisitions.
The following table sets forth each segment’s
revenues as a percentage of the Company’s total
revenues:
Years Ended December 31,
2012
2011
2010
North America Services . .
International Services . . . .
Merchant Services . . . . . . .
51%
22
27
51%
22
27
54%
19
27
TSYS’ reported financial results will also be impacted
by significant shifts in currency conversion rates. TSYS
does not view foreign currency as an economic event
for the Company but as a financial reporting issue.
Because changes in foreign currency exchange rates
distort the operating growth rates, TSYS discloses the
impact of foreign currency translation on its financial
performance.
A significant amount of the Company’s revenues is
derived from long-term contracts with large clients.
Processing contracts with large clients, representing a
significant portion of the Company’s total revenues,
generally provide for discounts on certain services
based on the size and activity of clients’ portfolios.
Therefore, revenues and the related margins are
influenced by the client mix relative to the size of
client portfolios, as well as the number and activity of
individual cardholder or merchant accounts
processed for each client. Consolidation among
financial institutions has resulted in an increasingly
concentrated client base, which results in a change in
client mix toward larger clients.
Total revenues . . . . . . . . . .
100% 100% 100%
Economic Conditions
Due to the somewhat seasonal nature of the credit
card industry, TSYS’ revenues and results of
operations have generally increased in the fourth
quarter of each year because of increased transaction
and authorization volumes during the traditional
holiday shopping season. Furthermore, growth or
declines in card and merchant portfolios of existing
clients, the conversion of cardholder and merchant
accounts of new clients to the Company’s processing
platforms, the receipt of fees for early contract
termination and the loss of cardholder and merchant
accounts either through purges or deconversions
impact the results of operations from period to
period.
Another factor which may affect TSYS’ revenues and
results of operations from time to time is
consolidation in the financial services or retail
industries either through the sale by a client of its
business, its card portfolio or a segment of its
accounts to a party which processes cardholder or
merchant accounts internally or uses another third-
party processor. A change in the economic
environment in the retail sector, or a change in the
mix of payments between cash and cards could
favorably or unfavorably impact TSYS’ financial
position, results of operations and cash flows in the
future.
6
Many of TSYS’ businesses rely in part on the number
of consumer credit transactions which had been
reduced by a weakened U.S. and world economy and
difficult credit markets. As a result of these economic
conditions in the U.S., credit card issuers had been
reducing credit limits and closing accounts and were
more selective with respect to whom they issue credit
cards. However, general economic conditions in the
U.S. and other areas of the world have shown
improvement during 2010, 2011 and 2012. These
improved economic conditions led card issuers to
increase card solicitations. Continued improvement
of economic conditions in the U.S. could positively
impact future revenues and profits of the Company.
Regulation
Government regulation affects key areas of TSYS’
business, in the U.S. as well as internationally. As a
result of the financial crisis, TSYS, along with the rest
of the financial services industry, continues to
experience increased legislative and regulatory
scrutiny, including the enactment of additional
legislative and regulatory initiatives such as the
Dodd-Frank Wall Street Reform and Consumer
Protection Act (Financial Reform Act). This legislation,
which provides for sweeping financial regulatory
reform, may have a significant and negative impact
on the Company’s clients, which could impact TSYS’
earnings through fee reductions, higher costs (both
regulatory and implementation) and new restrictions
on our operations. The Financial Reform Act may also
impact the competitive dynamics of the financial
services industry in the U.S. by more adversely
impacting large financial institutions, some of which
are TSYS clients, and by adversely impacting the
competitive position of U.S. financial institutions in
comparison to foreign competitors in certain
businesses.
The Financial Reform Act, which includes the Durbin
Amendment to the Electronic Funds Transfer Act,
mandates that the Federal Reserve Board limit debit
card interchange fees. Final rules were issued in June
2011. The final rules cap interchange fees for debit
transactions at $0.21 plus five basis points of the
transaction and require that the amount of any debit
interchange transaction fee charged be reasonable
and proportional to the costs incurred in connection
with the transaction.
Although this legislative action by the U.S. Congress
had been anticipated for some time, it remains
impossible to predict the impact, if any, that the law
and the regulations to be promulgated thereunder
may have on the Company’s operations or its
financial condition in the future. However, as TSYS’
business is predominately credit card related, the
Durbin Amendment is not expected to have a
significant negative impact upon TSYS’ business.
Financial Review
This Financial Review provides a discussion of critical
accounting policies and estimates, related party
transactions and off-balance sheet arrangements.
This Financial Review also discusses the results of
operations, financial position, liquidity, and capital
resources of TSYS and outlines the factors that have
affected its recent earnings, as well as those factors
that may affect its future earnings. The accompanying
Consolidated Financial Statements and related Notes
are an integral part of this Financial Review and
should be read in conjunction with it.
Critical Accounting Policies and Estimates
TSYS’ financial position, results of operations and
cash flows are impacted by the accounting policies
the Company has adopted. In order to gain a full
understanding of the Company’s financial statements,
one must have a clear understanding of the
accounting policies employed.
Refer to Note 1 in the consolidated financial
statements for more information on the Company’s
basis of presentation and a summary of significant
accounting policies.
Risk factors that could affect the Company’s future
operating results and cause actual results to vary
materially from expectations are listed in the
Company’s forward-looking statements. Negative
developments in these or other risk factors could
have a material adverse effect on the Company’s
financial position, results of operations and cash
flows.
Management believes that the following accounting
policies are the most critical to fully understand and
evaluate the Company’s results. Within each critical
policy, the Company makes estimates that require
management’s subjective or complex judgments
about the effects of matters that are inherently
uncertain.
A summary of the Company’s critical accounting
estimates applicable to all three reportable operating
segments follows:
Allowance for Doubtful Accounts and
Billing Adjustments
The Company estimates the allowances for doubtful
accounts. When estimating the allowances for
doubtful accounts, the Company takes into
consideration such factors as its knowledge of the
financial position of specific clients, the industry and
size of its clients, the overall composition of its
accounts receivable aging, prior experience with
specific customers of accounts receivable write-offs
and prior history of allowances in proportion to the
overall receivable balance. This analysis includes an
ongoing and continuous communication with its
largest clients and those clients with past due
balances. A financial decline of any one of the
Company’s large clients could have a material
adverse effect on collectability of receivables and
thus the adequacy of the allowance for doubtful
accounts. If the actual collectability of clients’
accounts is not consistent with the Company’s
estimates, bad debt expense, which is recorded in
selling, general and administrative expenses, may be
materially different than was initially recorded. The
Company’s experience and extensive data
accumulated historically indicates that these
estimates have proven reliable over time.
7
The Company estimates allowances for billing
adjustments for potential billing discrepancies. When
estimating the allowance for billing adjustments, the
Company considers its overall history of billing
adjustments, as well as its history with specific clients
and known disputes. If the actual adjustments to
clients’ billing is not consistent with the Company’s
estimates, billing adjustments, which is recorded as a
reduction of revenues in the Company’s
Consolidated Statements of Income, may be
materially different than was initially recorded. The
Company’s experience and extensive data
accumulated historically indicates that these
estimates have proven reliable over time.
Contract Acquisition Costs
In evaluating for recoverability, expected
undiscounted net operating cash flows are estimated
by management. The Company evaluates the
carrying value of contract acquisition costs associated
with each customer for impairment on the basis of
whether these costs are fully recoverable from either
contractual minimum fees (conversion costs) or from
expected undiscounted net operating cash flows of
the related contract (cash incentives paid). The
determination of expected undiscounted net
operating cash flows requires management to make
estimates. If the actual cash flows are not consistent
with the Company’s estimates, a material impairment
charge may result and net income may be materially
different than was initially recorded.
These costs may become impaired with the loss of a
contract, the financial decline of a client, termination
of conversion efforts after a contract is signed, or
diminished prospects for current clients. Note 9 in
the consolidated financial statements contains a
discussion of contract acquisition costs. The net
carrying value of contract acquisition costs on the
Company’s Consolidated Balance Sheet as of
December 31, 2012 was $161.3 million.
Software Development Costs
In evaluating for recoverability, expected
undiscounted net operating cash flows are estimated
by management. The Company evaluates the
unamortized capitalized costs of software
development as compared to the net realizable value
of the software product, which is determined by
expected undiscounted net operating cash flows. The
amount by which the unamortized software
development costs exceed the net realizable value is
written off in the period that such determination is
8
made. If the actual cash flows are not consistent with
the Company’s estimates, a material write-off may
result and net income may be materially different
than was initially recorded. Assumptions and
estimates about future cash flows and remaining
useful lives of our software are complex and
subjective. They can be affected by a variety of
factors, including industry and economic trends,
changes in our business strategy, and changes in our
internal forecasts. Note 8 in the consolidated financial
statements contains a discussion of internally
developed software costs. The net carrying value of
internally developed software on the Company’s
Consolidated Balance Sheet as of December 31,
2012 was $71.6 million.
Acquisitions — Purchase Price
Allocation
TSYS’ purchase price allocation methodology
requires the Company to make assumptions and to
apply judgment to estimate the fair value of acquired
assets and liabilities. TSYS estimates the fair value of
assets and liabilities based upon appraised market
values, the carrying value of the acquired assets and
widely accepted valuation techniques, including
discounted cash flows and market multiple analyses.
Management determines the fair value of fixed assets
and identifiable intangible assets such as developed
technology or customer relationships, and any other
significant assets or liabilities. TSYS adjusts the
purchase price allocation, as necessary, up to one
year after the acquisition closing date as TSYS
obtains more information regarding asset valuations
and liabilities assumed. Unanticipated events or
circumstances may occur which could affect the
accuracy of the Company’s fair value estimates,
including assumptions regarding industry economic
factors and business strategies, and result in an
impairment or a new allocation of purchase price.
Given its history of acquisitions, TSYS may allocate
part of the purchase price of future acquisitions to
contingent consideration as required by GAAP for
business combinations. The fair value calculation of
contingent consideration will involve a number of
assumptions that are subjective in nature and which
may differ significantly from actual results. TSYS may
experience volatility in its earnings to some degree in
future reporting periods as a result of these fair value
measurements.
Goodwill
In evaluating for impairment, discounted net cash
flows for future periods are estimated by
management. In accordance with the provisions of
Accounting Standards Codification (ASC) 350,
“Intangibles — Goodwill and Other,” goodwill is
required to be tested for impairment at least
annually. The combination of the income approach
utilizing the discounted cash flow (DCF) method and
the market approach, utilizing readily available
market valuation multiples, is used to estimate the
fair value. Under the DCF method, the fair value of
the asset reflects the present value of the projected
earnings that will be generated by each asset after
taking into account the revenues and expenses
associated with the asset, the relative risk that the
cash flows will occur, the contribution of other assets,
and an appropriate discount rate to reflect the value
of invested capital. Cash flows are estimated for
future periods based on historical data and
projections provided by management. If the actual
cash flows are not consistent with the Company’s
estimates, a material impairment charge may result
and net income may be materially different than was
initially recorded. Note 10 in the consolidated
financial statements contains a discussion of goodwill.
The net carrying value of goodwill on the Company’s
Consolidated Balance Sheet as of December 31,
2012 was $518.3 million.
Long-lived Assets and Intangibles
In evaluating for recoverability, expected
undiscounted net operating cash flows are estimated
by management. The Company reviews long-lived
assets, such as property and equipment and
intangibles subject to amortization, including contract
acquisition costs and certain computer software, for
impairment whenever events or changes in
circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of
assets to be held and used is measured by a
comparison of the carrying amount of an asset to
estimated undiscounted future cash flows expected
to be generated by the asset. If the actual cash flows
are not consistent with the Company’s estimates, a
material impairment charge may result and net
income may be materially different than was initially
recorded.
Revenue Recognition
The Company recognizes revenues in accordance
with the provisions of Staff Accounting Bulletin (SAB)
No. 104, which sets forth guidance as to when
revenue is realized or realizable and earned when all
of the following criteria are met: (1) persuasive
evidence of an arrangement exists; (2) delivery has
occurred or services have been performed; (3) the
seller’s price to the buyer is fixed or determinable;
and (4) collectability is reasonably assured.
The Company evaluates its contractual
arrangements that provide services to clients through
a bundled sales arrangement in accordance with the
provisions of ASC 605 Revenue Recognition.
ASC 605 addresses the determination of whether an
arrangement involving more than one deliverable
contains more than one unit of accounting and how
the arrangement consideration should be measured
and allocated to the separate units of accounting.
A deliverable in multiple element arrangements
indicates any performance obligation on the part of
the seller and includes any combination of
obligations to perform different services, grant
licenses or other rights. Revenue is allocated to the
separate units of accounting in a multiple element
arrangement based on relative fair values, provided
the delivered element has standalone value to the
customer and delivery of any undelivered items is
probable and substantially within the Company’s
control. Evidence of fair value must be objective and
reliable. An item has value to the customer on a
standalone basis if it is sold separately by any vendor
or the customer could resell the deliverable on a
standalone basis.
As our business and service offerings change in
the future, our determination of the number of
deliverables in an arrangement and related units of
accounting and our future pricing practices may
result in changes in our estimates of vendor-specific
objective evidence of selling price (VSOE) and
estimate of the standalone selling price (ESP), which
may change the ratio of fees allocated to each
service or unit of accounting in a given customer
arrangement. There were no material changes or
impact to revenue in revenue recognition in the year
ended December 31, 2012 due to any changes in our
determination of the number of deliverables in an
arrangement, units of accounting, or estimates of
VSOE or ESP.
Reserve for Merchant Losses
The Company has potential liability for losses
resulting from disputes between a cardholder and a
merchant that arise as a result of, among other
things, the cardholder’s dissatisfaction with
merchandise quality or merchant services. Such
disputes may not be resolved in the merchant’s favor.
In these cases, the transaction is “charged back” to
the merchant, which means the purchase price is
9
refunded to the customer by the card-issuing bank
and charged to the merchant. If the merchant is
unable to fund the refund, TSYS must do so. TSYS
also bears the risk of reject losses arising from the
fact that TSYS collects fees from its merchants on the
first day after the monthly billing period. If the
merchant has gone out of business during such
period, TSYS may be unable to collect such fees.
TSYS maintains cash deposits or requires the pledge
of a letter of credit from certain merchants, generally
those with higher average transaction size where the
card is not present when the charge is made or the
product or service is delivered after the charge is
made, in order to offset potential contingent
liabilities such as chargebacks and reject losses that
would arise if the merchant went out of business.
Most chargeback and reject losses are charged to
cost of services as they are incurred. However, the
Company also maintains a reserve against losses,
including major fraud losses, which are both less
predictable and involve larger amounts. The loss
reserve was established using historical loss rates,
applied to recent bankcard processing volume. At
December 31, 2012, the Company had a merchant
loss reserve in the amount of $906,000.
Transaction Processing Provisions
The Company records estimates to reserve for
contract contingencies (performance penalties) and
processing errors. A significant number of the
Company’s contracts with large clients contain
service level agreements which can result in TSYS
incurring performance penalties if contractually
required service levels are not met. When estimating
these reserves, the Company takes into consideration
such factors as the prior history of performance
penalties and processing errors incurred, actual
contractual penalties inherent in the Company’s
contracts, progress towards milestones, and known
processing errors not covered by insurance. If the
actual performance penalties incurred are not
consistent with the Company’s estimates,
performance penalties and processing errors, which is
recorded in cost of services, may be materially
different than was initially recorded. The Company’s
experience and extensive data accumulated
historically indicates that these estimates have proven
reliable over time.
Income Taxes
In calculating its effective tax rate, the Company
makes decisions regarding certain tax positions,
including the timing and amount of deductions and
10
allocations of income among various tax jurisdictions.
The Company has various tax filing positions,
including the timing and amount of deductions and
credits, the establishment of reserves for audit
matters and the allocation of income among various
tax jurisdictions.
The Company makes estimates as to the amount of
deferred tax assets and liabilities and records
valuation allowances to reduce its deferred tax assets
to reflect the amount that is more likely than not to
be realized. The Company considers projected future
taxable income and ongoing tax planning strategies
in assessing the need for the valuation allowance.
Actual results may differ from the Company’s
estimates. If the Company realizes a deferred tax
asset or the Company was unable to realize a net
deferred tax asset, an adjustment to the deferred tax
asset would increase or decrease earnings,
respectively, in the period the difference is
recognized.
Related Party Transactions
The Company provides electronic payment
processing and other services to the Company’s
equity investments, Total System Services de México,
S.A. de C.V. (TSYS de México) and China UnionPay
Data Co., Ltd. (CUP Data).
The related party services are performed under
contracts that are similar to its contracts with
unrelated third party customers. The Company
believes the terms and conditions of transactions
between the Company and these related parties are
comparable to those which could have been
obtained in transactions with unaffiliated parties. The
Company’s margins with respect to related party
transactions are comparable to margins recognized in
transactions with unrelated third parties. The amounts
related to these transactions are immaterial. No
significant changes have been made to the method
of establishing terms with the affiliated companies
during the periods presented.
Refer to Note 4 in the consolidated financial
statements for more information on transactions with
affiliated companies.
Off-Balance Sheet Arrangements
OPERATING LEASES: As a method of funding its
operations, TSYS employs noncancelable operating
leases for computer equipment, software and
facilities. These leases allow the Company to provide
the latest technology while avoiding the risk of
ownership. Neither the assets nor obligations related
to these leases are included on the balance sheet.
Refer to Notes 1 and 19 in the consolidated financial
statements for further information on operating lease
commitments.
CONTRACTUAL OBLIGATIONS: The total liability
for uncertain tax positions under ASC 740, “Income
Taxes,” at December 31, 2012 is $9.0 million. Refer
to Note 20 in the consolidated financial statements
for more information on income taxes. The Company
is not able to reasonably estimate the amount by
which the liability will increase or decrease over time;
however, at this time, the Company does not expect
any significant changes related to these obligations
within the next year.
Recent Accounting Pronouncements
In October 2012, the Financial Accounting Standards
Board (FASB) issued ASU 2012-04,“Technical
Corrections and Improvements.” ASU 2012-04
updates Accounting Standards Codification for
technical corrections, clarifications, and
improvements. The amendments in this update cover
a wide range of topics in the Codification and are
presented in two sections —Technical Corrections
and Improvements (Section A) and Conforming
Amendments Related to Fair Value Measurements
(Section B). The amendments that will not have
transition guidance will be effective upon issuance.
For public entities, the amendments that are subject
to the transition guidance will be effective for fiscal
Results of Operations
Revenues
periods beginning after December 15, 2012. The
Company has determined the impact of adopting
ASU 2012-04 on its financial position, results of
operations and cash flows to be immaterial.
In August 2012, the FASB issued ASU 2012-
03,“Technical Amendments and Corrections to SEC
Sections: Amendments to SEC Paragraphs Pursuant
to SEC Staff Accounting Bulletin No. 114, Technical
Amendments Pursuant to SEC Release No. 33-9250,
and Corrections Related to FASB Accounting
Standards Update 2010-22.” The ASU is effective
immediately. The Company has determined the
impact of adopting ASU 2012-03 on its financial
position, results of operations and cash flows to be
immaterial.
In July 2012, the FASB issued ASU 2012-02,
“Intangibles—Goodwill and Other (Topic 350):
Testing Indefinite-Lived Intangible Assets for
Impairment.” ASU 2012-02 allows an entity to first
assess qualitative factors to determine whether it is
necessary to perform the quantitative impairment test
for indefinite-lived intangible assets. An entity that
elects to perform a qualitative assessment is required
to perform the quantitative impairment test for an
indefinite-lived intangible asset if it is more likely than
not that the asset is impaired. The ASU, which applies
to all public, private, and not-for-profit organizations,
is effective for annual and interim impairment tests
performed for fiscal years beginning after
September 15, 2012. Early adoption is permitted.
The Company has determined the impact of
adopting ASU 2012-02 on its financial position,
results of operations and cash flows to be immaterial.
The Company generates revenues by providing transaction processing and other payment-related services. The
Company’s pricing for transactions and services is complex. Each category of revenue has numerous fee
components depending on the types of transactions processed or services provided. TSYS reviews its pricing and
implements pricing changes on an ongoing basis. In addition, standard pricing varies among its regional
businesses, and such pricing can be customized further for customers through tiered pricing of various thresholds
for volume activity. TSYS’ revenues are based upon transactional information accumulated by its systems or
reported by its customers. The Company’s revenues are impacted by currency translation of foreign operations,
as well as doing business in the current economic environment. Of the total revenue increase of 3.4% for the year
ended December 31, 2012, the Company estimates revenues decreased by a net 2.2% due to foreign currency
exposure and pricing, and increased 1.5% due to the impact of acquisitions and 4.1% as a result of volume
changes.
TSYS’ revenues are generated primarily from charges based on the number of accounts on file (AOF),
transactions and authorizations processed, statements mailed, cards embossed and mailed, and other processing
services for cardholder AOF. Cardholder AOF include active and inactive consumer credit, retail, debit, stored
value, government services and commercial card accounts.
11
TSYS’ revenues in its North America Services and International Services segments are influenced by several
factors, including volumes related to AOF and transactions. TSYS estimates that approximately 49% of these
segments’ revenues is AOF and transaction volume driven. The remaining 51% of payment processing revenues
are not AOF and transaction volume driven, and are derived from production and optional services TSYS
considers to be value added products and services, custom programming and licensing arrangements.
Whether or not an account on file is active can impact TSYS’ revenues differently. Active accounts are accounts
that have had monetary activity either during the current month or in the past 90 days based on contractual
definition. Inactive accounts are accounts that have not had a monetary transaction (such as a purchase or
payment) in the past 90 days. The more active an account is, the more revenue is generated for TSYS (items such
as transactions and authorizations processed and statements billed).
Occasionally, a client will purge inactive accounts from its portfolio. An inactive account typically will only
generate an AOF charge. A processing client will periodically review its cardholder portfolio based upon activity
and usage. Each client, based upon criteria individually set by the client, will flag an account to be “purged” from
TSYS’ system and deactivated.
A deconversion involves a client migrating all of its accounts to an in-house solution or another processor.
Account deconversions include active and inactive accounts and can impact the Company’s revenues significantly
more than an account purge.
A sale of a portfolio typically involves a client selling a portion of its accounts to another party. A sale of a
portfolio and a deconversion impact the Company’s financial statements in a similar fashion, although a sale
usually has a smaller financial impact due to the number of accounts typically involved.
TSYS’ Merchant Services revenues are influenced by several factors, including volumes related to transactions and
dollar sales volume, which are approximately 76% of this segment’s revenues. The remaining 24% of Merchant
Services’ revenues are derived from value added services, monthly statement fees, compliance fees and
miscellaneous services.
A summary of the consolidated financial highlights for the years ended December 31, 2012, 2011 and 2010 is
provided below:
(in millions, except per share data)
2012
2011
2010
2012 vs. 2011
2011 vs. 2010
Years Ended December 31,
Percent Change
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . $1,871.0 1,809.0 1,717.6
309.4
Operating income . . . . . . . . . . . . . . . . . . . . .
Net income attributable to TSYS common
357.7
322.5
3.4%
10.9
5.3%
4.2
shareholders . . . . . . . . . . . . . . . . . . . . . . . .
244.3
220.6
193.9
10.8
13.7
Basic EPS(1) attributable to TSYS common
shareholders:
Income from continuing operations . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted EPS(1) attributable to TSYS common
shareholders:
Income from continuing operations . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from operating activities . . . . . .
Key indicators:
1.30
1.30
1.15
1.15
1.00
0.99
1.29
1.29
455.8
1.15
1.15
436.3
1.00
0.99
389.2
AOF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cardholder transactions processed . . . . .
479.4
342.9
404.2
9,776.8 8,645.0 7,667.9
13.1
13.1
12.5
12.5
4.5
18.6
13.1
14.4
16.3
14.3
16.2
12.1
17.9
12.7
(1) Basic and diluted EPS is computed based on the two-class method in accordance with the guidance under
ASC 260 “Earnings Per Share.” Refer to Note 26 in the consolidated financial statements for more
information on EPS.
12
Total revenues increased 3.4%, or $62.0 million, for the year ended December 31, 2012, compared to the year
ended December 31, 2011, which increased 5.3%, or $91.4 million, compared to the year ended December 31,
2010. The increases in revenues for 2012 and 2011 include a decrease of $6.0 million and an increase of
$16.8 million, respectively, related to the effects of currency translation of the Company’s foreign-based
subsidiaries and branches.
Excluding reimbursable items, revenues increased 5.0%, or $77.8 million, for the year ended December 31, 2012,
compared to the year ended December 31, 2011, which increased 6.8%, or $98.3 million, compared to the year
ended December 31, 2010. The Company expanded its product and service offerings through acquisitions
during 2012 and 2011. The impact of these acquisitions on consolidated total revenues during the year of
acquisition was $27.1 million and $42.4 million in 2012 and 2011, respectively.
Major Customer
A significant amount of the Company’s revenues is derived from long-term contracts with large clients. TSYS
derives revenues from providing various processing and other services to these clients, including processing of
consumer and commercial accounts, as well as revenues for reimbursable items. The loss of one of the
Company’s large clients could have a material adverse effect on the Company’s financial position, results of
operations and cash flows.
On July 19, 2012, TSYS announced that it finalized a master services agreement, with a minimum six year term, with
Bank of America to provide processing services for its consumer credit card portfolios in the U.S. In addition, TSYS will
continue to process Bank of America’s commercial credit card portfolios in the U.S. and internationally. TSYS plans to
complete the conversion of Bank of America’s consumer card portfolio from its in-house processing system in mid-
2014. Following the processing term, the agreement provides Bank of America the option to use the TS2 software
pursuant to a license under a long-term payment structure for purposes of processing its consumer card portfolio.
The master services agreement with Bank of America provides for a tiered-pricing arrangement for both the
consumer card portfolio, which is expected to be converted in 2014, and the existing commercial card portfolios.
In June 2009, Bank of America announced that it formed a new joint venture to provide merchant services. In November
2010, TSYS and Bank of America agreed to a new agreement, during the term of which TSYS expects merchant services
revenues from Bank of America to decline as Bank of America transitions its services to its new joint venture.
The loss of Bank of America as a merchant services client is not expected to have a material adverse effect on
TSYS’ financial position, results of operations or cash flows. However, the loss will have a significant adverse
effect on the Merchant Services segment’s financial position, results of operations and cash flows.
Refer to Note 22 in the consolidated financial statements for more information on major customers.
The Company works to maintain a large and diverse customer base across various industries. The Company has
large clients representing a significant portion of its total revenues. The loss of any one of these large clients
could have a material adverse effect on the Company’s financial position, results of operations and cash flows.
Operating Segments
TSYS’ services are provided through three operating
segments: North America Services, International
Services and Merchant Services.
The Company’s North America Services and
International Services segments have many long-term
customer contracts with card issuers providing
account processing and output services for printing
and embossing items. These contracts generally
require advance notice prior to the end of the
contract if a client chooses not to renew. Additionally,
some contracts may allow for early termination upon
the occurrence of certain events such as a change in
control. The termination fees paid upon the
occurrence of such events are designed primarily to
cover balance sheet exposure related to items such
as capitalized conversion costs or client incentives
associated with the contract and, in some cases, may
cover a portion of lost future revenue and profit.
Although these contracts may be terminated upon
13
certain occurrences, the contracts provide the
segment with a steady revenue stream since a vast
majority of the contracts are honored through the
contracted expiration date.
These services are provided throughout the period of
each account’s use, starting from a card-issuing client
processing an application for a card. Services may
include processing the card application, initiating
service for the cardholder, processing each card
transaction for the issuing retailer or financial
institution and accumulating the account’s
transactions. Fraud management services monitor the
unauthorized use of accounts which have been
reported to be lost, stolen, or which exceed credit
limits. Fraud detection systems help identify
fraudulent transactions by monitoring each account
holder’s purchasing patterns and flagging unusual
purchases. Other services provided include
customized communications to cardholders,
information verification associated with granting
credit, debt collection, and customer service.
A summary of each segment’s results follows:
North America Services
The North America Services segment provides issuer
account solutions for financial institutions and other
organizations primarily based in North America. Growth
in revenues and operating profit in this segment is
derived from retaining and growing the core business
and improving the overall cost structure. Growing the
core business comes primarily from an increase in
account usage, growth from existing clients (also
referred to as organic growth) and sales to new clients
and the related account conversions.
This segment has one major customer. Below is a
summary of the North America Services segment:
Years Ended
December 31,
Percent Change
2012
vs.
2011
2011
vs.
2010
1.1% (0.2)%
(in millions)
Total revenues . . . . . . $ 965.4 954.6 956.5
Reimbursable
2012
2011
2010
items . . . . . . . . . . . .
Operating income* . .
Operating margin* . . .
Key indicators:
138.6 145.5 147.5
(4.7)
287.6 253.8 245.0 13.3
29.8% 26.6% 25.6%
424.8 351.4 296.7 20.9
AOF . . . . . . . . . . . . .
Transactions . . . . . . 8,102.3 7,218.4 6,408.3 12.2
* Note: Segment operating results do not include
expenses associated with Corporate Administration.
Refer to Note 22 for more information on operating
segments.
14
The $10.8 million increase in segment total revenues
for 2012, as compared to 2011, is attributable to a
$67.3 million increase in new business and internal
growth partially offset by a $49.7 million decrease
related to client deconversions, price reductions and
termination fees and a $6.9 million decrease in
reimbursable items due to lost business. The
decrease related to price reductions includes a price
reduction related to a tiered-pricing arrangement
signed in the third quarter of 2012. The $1.9 million
decrease in segment total revenues in 2011 as
compared to 2010, is attributable to a $2.0 million
decrease in reimbursable items due to lost business
and a $55.9 million decrease related to client
deconversions, price reductions and termination fees.
This decrease was mostly offset by a $55.9 million
increase in new business and internal growth.
International Services
The International Services segment provides issuer
card solutions to financial institutions and other
organizations primarily based outside the North
America region. Growth in revenues and operating
profit in this segment is derived from retaining and
growing the core business and improving the overall
cost structure. Growing the core business comes
primarily from an increase in account usage, growth
from existing clients and sales to new clients and the
related account conversions.
This segment has one major customer.
Below is a summary of the International Services
segment:
Years Ended
December 31,
Percent Change
2012
vs.
2011
2011
vs.
2010
4.7% 17.9%
2011
2012
(in millions)
Total revenues . . . . . . $ 413.5 394.8 335.0
Reimbursable items . .
Operating income* . .
Operating margin* . . .
Key indicators:
6.6% 10.5% 12.7%
17.3
27.3
14.7
41.4
2010
13.1 17.8
42.7 (34.0)
3.4
AOF . . . . . . . . . . . . .
Transactions . . . . . . 1,674.5 1,426.6 1,259.9 17.4
54.6
46.3
52.8
12.2
(3.0)
14.0
13.3
(1.4)
3.6
18.5
12.6
* Note: Segment operating results do not include expenses
associated with Corporate Administration. Refer to
Note 22 for more information on operating segments.
The $18.7 million increase in segment total revenues
for 2012, as compared to 2011, is attributable to a
$37.4 million increase in new business and organic
growth and an increase of $2.6 million in
reimbursable items, which is partially offset by a
decrease of $6.5 million related to the impact of
Merchant Services
The Merchant Services segment provides merchant
services and related services to clients based
primarily in the United States. Merchant services
revenues are derived from providing processing
services, acquiring solutions, related systems and
integrated support services to merchant acquirers
and merchants. Revenues from merchant services
include processing all payment forms including
credit, debit, prepaid, electronic benefit transfer and
electronic check for merchants of all sizes across a
wide array of market verticals. Merchant services
include authorization and capture of transactions;
clearing and settlement of transactions; information
reporting services related to transactions; merchant
billing services; and point-of-sale equipment sales
and service.
The revenues of the Merchant Services segment
increased due to the acquisitions of Central Payment
Co., LLC (CPAY) in 2012, TermNet Merchant Services,
Inc. (TermNet) in 2011, and TSYS Merchant Solutions
(TMS) in 2010. For more information on these
acquisitions, please see Note 24 in the consolidated
financial statements.
foreign currency translation, and $14.8 million of lost
business. The $59.8 million increase in segment total
revenues for 2011, as compared to 2010, is
attributable to a $43.2 million increase in new
business and organic growth and a $16.8 million
increase related to the impact of foreign currency
translation, which is partially offset by lost business.
The segment revenues for 2011 also included a
deconversion fee received from a client for the
discontinuance of an account portfolio.
TSYS terminated its Japan Gift Card program in
February 2013 due to negative future cash flows
resulting from the loss of two of the Gift Card
program’s major customers. The program’s negative
future cash flows indicated that the carrying value of
its assets would not be recovered. As a result, a
provision for the program’s future losses was made
and its assets were written down to zero.
Movements in foreign currency exchange rates as
compared to the U.S. dollar can result in foreign
denominated financial statements being translated
into fewer U.S. dollars, which impact the comparison
to prior periods when the U.S. dollar was weaker. For
2013, TSYS does not expect any significant
movements from the rates that existed at
December 31, 2012.
This segment has one major customer.
Below is a summary of the Merchant Services segment:
(in millions)
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursable items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating margin* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key indicators:
Point-of-sale transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dollar sales volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
Percent Change
2012
2011
2010
$
512.6
102.9
132.1
25.8%
488.0
114.8
113.0
458.9
121.7
102.4
23.2%
22.3%
2012
vs.
2011
5.0%
(10.4)
16.9
2011
vs.
2010
6.3%
(5.7)
10.3
4,877.6
38,864.2
4,955.5
33,674.2
5,315.4
23,556.4
(1.6)
15.4
(6.8)
43.0
* Note: Segment operating results do not include expenses associated with Corporate Administration. Refer to Note 22 for
more information on operating segments.
The $24.6 million increase in segment total revenues for 2012, as compared to 2011, is attributable to a
$27.1 million increase for acquisitions and $16.9 million in new business and internal growth partially offset by
$7.3 million associated with lost business, deconversions, and price compression, and a $11.9 million decrease in
reimbursable items. The $29.1 million increase in segment total revenues for 2011, as compared to 2010, is
attributable to a $42.4 million increase for acquisitions partially offset by lower volume, the impact of the Durbin
amendment, deconversions, and price compression.
The Merchant Services segment results are driven by dollar sales volume and the authorization and capture
transactions processed at the point-of-sale and clearing and settlement transactions. This segment’s authorization
and capture transactions are primarily through dial-up or Internet connectivity.
15
Operating Expenses
The changes in cost of services, and selling, general and administrative expenses for the years ended
December 31, 2012 and 2011 include an increase of $10.7 million and $16.2 million, respectively, related to the
effects of currency translation of the Company’s foreign based subsidiaries and branches. The impact of
acquisitions on consolidated total expenses was $20.0 million in 2012. The impact of acquisitions on consolidated
total expenses was $39.1 million in 2011.
Federal legislation was recently enacted which makes extensive changes to the current system of health care
insurance and benefits. The Company has reviewed the legislation and, based upon information available, estimates
the impact of the legislation was approximately $600,000 on 2012 and approximately $1.4 million on 2011.
Nonoperating Income (Expense)
Nonoperating income (expense) consists of interest
income, interest expense, gains and losses on
currency translations and gains and losses on
investments in private equity. Nonoperating income
decreased in 2012 as compared to 2011, and
increased in 2011 as compared to 2010.
Interest income for 2012 was $1.5 million, a 140.8%
increase compared to $620,000 in 2011, which was a
2.8% decrease compared to $638,000 in 2010. The
variation in interest income is primarily attributable to
changes in short-term interest rates in 2012 and 2011
and the amount of cash available for investments.
Interest expense for both 2012 and 2011 was
$3.2 million. The increase in interest expense in 2011
of $348,000 compared to $2.9 million in 2010 is
attributable to additional debt borrowings during the
fourth quarter of 2011.
For the years ended December 31, 2012, 2011 and
2010, the Company recorded a translation loss of
approximately $2.0 million, $3.1 million and
$162,000, respectively, related to intercompany loans
and foreign denominated cash and accounts
receivable balances.
The Company recorded a gain on its investments in
private equity of $898,000 for the year ended
December 31, 2012 as a result of a change in fair
value.
Income Taxes
Income tax expense was $115.1 million,
$102.6 million, and $106.1 million in 2012, 2011 and
2010, respectively, representing effective income tax
rates of 31.9%, 31.6%, and 34.9%, respectively. The
calculation of the effective tax rate excludes
noncontrolling interest in consolidated subsidiaries’
16
net income and includes equity in income of equity
investments in pretax income.
During 2012, the Company generated foreign net
operating loss benefits and state tax credits in excess
of its utilization capacity based on both the
Company’s current operations and with consideration
of future tax planning strategies. Based upon these
same considerations, the Company reassessed its
need for valuation allowances in other foreign
jurisdictions. Accordingly, the Company experienced
a net increase in its valuation allowance for deferred
income tax assets of $0.2 million.
TSYS has adopted the permanent reinvestment
exception under ASC 740, “Income Taxes,” with
respect to future earnings of certain foreign
subsidiaries. As a result, TSYS considers foreign
earnings related to these foreign operations to be
permanently reinvested. No provision for U.S. federal
and state incomes taxes has been made in our
consolidated financial statements for those non-
U.S. subsidiaries whose earnings are considered to
be reinvested. The amount of undistributed earnings
considered to be “reinvested” which may be subject
to tax upon distribution was approximately $70.1
million at December 31, 2012. Although TSYS does
not intend to repatriate these earnings, a distribution
of these non-U.S. earnings in the form of dividends,
or otherwise, would subject the Company to both
U.S. federal and state income taxes, as adjusted for
non-U.S. tax credits, and withholding taxes payable
to the various non-U.S. countries. Determination of
the amount of any unrecognized deferred income tax
liability on these undistributed earnings is not
practicable.
In 2012, TSYS reassessed its contingencies for
foreign, federal and state exposures, which resulted
in a net increase in tax contingency amounts of
approximately $3.3 million.
Refer to Note 20 in the consolidated financial
statements for more information on income taxes.
Equity in Income of Equity Investments
Non-GAAP Financial Measures
TSYS’ share of income from its equity in equity
investments was $10.2 million, $8.7 million, and
$7.1 million for 2012, 2011 and 2010, respectively.
The increase in equity income is the result of the
growth in CUP Data. Refer to Note 11 in the
consolidated financial statements for more
information on equity investments.
Loss from Discontinued Operations, net
of tax
Loss from discontinued operations, net of tax in 2010
contains the operating results of TSYS POS Systems
and Services, LLC and the loss on the sale of the
subsidiary. Refer to Note 2 in the consolidated
financial statements for more information on
discontinued operations.
Net Income
Net income increased 12.2% to $249.9 million in
2012, compared to 2011. In 2011, net income
increased 8.3% to $222.7 million, compared to
$205.6 million in 2010.
Net income attributable to noncontrolling interests in
2012 increased to $5.6 million, as compared to $2.1
million in 2011 and $11.7 million in 2010. The increase
in 2012, as compared to 2011, is the result of the
acquisition of 60% of CPAY in 2012. The decrease in
2011, as compared to 2010, is the result of the
acquisition of the remaining 49% of TMS in 2011.
Net income attributable to TSYS common
shareholders increased 10.8% to $244.3 million (basic
and diluted EPS of $1.30 and $1.29, respectively) in
2012, compared to 2011. In 2011, net income
attributable to TSYS common shareholders increased
13.7% to $220.6 million (basic and diluted EPS of
$1.15), compared to $193.9 million (basic and diluted
EPS of $0.99) in 2010.
Management evaluates the Company’s operating
performance based upon operating and net profit
margins excluding reimbursable items, a non-
generally accepted accounting principles (non-GAAP)
measure. TSYS also uses these non-GAAP financial
measures to evaluate and assess TSYS’ financial
performance against budget. TSYS believes that
these non-GAAP financial measures are important to
enable investors to understand and evaluate its
ongoing operating results.
TSYS believes that these non-GAAP financial
measures are representative measures of
comparative financial performance that reflect the
economic substance of TSYS’ current and ongoing
business operations. Although non-GAAP financial
measures are often used to measure TSYS’ operating
results and assess its financial performance, they are
not necessarily comparable to similarly titled captions
of other companies due to potential inconsistencies
in the method of calculation.
TSYS believes that its use of these non-GAAP
financial measures provides investors with the same
key financial performance indicators that are utilized
by management to assess TSYS’ operating results,
evaluate the business and make operational decisions
on a prospective, going-forward basis. Hence,
management provides disclosure of non-GAAP
financial measures in order to allow shareholders and
potential investors an opportunity to see TSYS as
viewed by management, assess TSYS with some of
the same tools that management utilizes internally
and compare such information with prior periods.
Profit Margins and Reimbursable Items
Management believes that operating and net profit
margins excluding reimbursable items are more
useful because reimbursable items do not impact
profitability as the Company receives reimbursement
for expenses incurred on behalf of its clients. TSYS
believes that the presentation of GAAP financial
measures alone would not provide its shareholders
and potential investors with the ability to
appropriately analyze its ongoing operational results,
and therefore expected future results. TSYS therefore
believes that inclusion of these non-GAAP financial
measures provides investors with more information to
help them better understand its financial statements
just as management utilizes these non-GAAP financial
measures to better understand the business, measure
performance and allocate its resources.
17
Below is the reconciliation between reported margins
and adjusted margins excluding reimbursable items
for the years ended December 31, 2012, 2011 and
2010:
(in thousands)
Operating
Years Ended December 31,
2012
2011
2010
income . . . . . . . $ 357,652
322,456
309,429
Net income . . . . . . $ 249,923
222,662
205,621
Financial Position, Liquidity
and Capital Resources
The Consolidated Statements of Cash Flows detail
the Company’s cash flows from operating, investing
and financing activities. TSYS’ primary methods for
funding its operations and growth have been cash
generated from current operations, the use of leases
and the occasional use of borrowed funds to
supplement financing of capital expenditures.
Total revenues . . . $1,870,972 1,808,966 1,717,577
Less reimbursable
items . . . . . . . . .
252,481
275,141
268,268
Revenues before
reimbursable
items . . . . . . . . . $1,618,491 1,540,698 1,442,436
Cash Flows from Operating Activities
(in thousands)
Years Ended December 31,
2012
2011
2010
Net income . . . . . . . . . $249,923 222,662 205,621
Depreciation and
amortization . . . . . . .
170,610 169,165 163,111
Operating margin
(as reported) . . .
Net profit margin
(as reported) . . .
Adjusted
operating
margin . . . . . . . .
Adjusted net profit
margin . . . . . . . .
19.1%
17.8%
18.0%
13.4%
12.3%
12.0%
22.1%
20.9%
21.5%
Net change in current
and other assets and
current and other
liabilities . . . . . . . . . .
Other noncash items
and charges, net . . .
Dividends from equity
investments . . . . . . .
Loss on disposal of
14,627
18,682
4,520
13,069
18,975
7,745
7,524
6,835
6,572
15.4%
14.5%
14.3%
subsidiary . . . . . . . . .
—
— 1,591
Projected Outlook for 2013
As compared to 2012, TSYS expects its 2013 net
income attributable to TSYS common shareholders to
increase by 9%-11%, its EPS attributable to TSYS
common shareholders to increase by 10%-12%, its
revenues before reimbursable items to increase by
6%-8% and its total revenues to increase by 5%-7%,
based on the following assumptions with respect to
2013: (1) there will be no significant movements in
the London Interbank Offered Rate (LIBOR) and TSYS
will not make any significant draws on the remaining
balance of its revolving credit facility; (2) there will be
no significant movement in foreign currency
exchange rates related to TSYS’ business; (3) TSYS
will not incur significant expenses associated with the
conversion of new large clients other than included in
the 2013 estimate or acquisitions, or any significant
impairment of goodwill or other intangibles; (4) there
will be no deconversions of large clients during the
year; and (5) the economy will not worsen.
18
Net cash provided by
operating
activities . . . . . . . . . . $455,753 436,319 389,160
TSYS’ main source of funds is derived from operating
activities, specifically net income. The increase in
2012, as compared to 2011, in net cash provided by
operating activities was primarily the result of
increased earnings. The increase in 2011, as
compared to 2010, in net cash provided by operating
activities was primarily the result of increased
earnings and the net change in current and other
assets and current and other liabilities.
Net change in current and other assets and current
and other liabilities include accounts receivable,
prepaid expenses, other current assets and other
assets, accounts payable, accrued salaries and
employee benefits and other liabilities. The change in
accounts receivable between the years is the result of
timing of collections compared to billings. The
change in accounts payable and other liabilities
between years is the result of the timing of payments
and funding of performance-based incentives.
Cash Flows from Investing Activities
Contract Acquisition Costs
(in thousands)
Cash used in
Years Ended December 31,
2012
2011
2010
acquisitions and
equity
investments, net of
cash acquired . . . . $(188,698)
(47,909) (148,531)
Additions to contract
acquisition
costs . . . . . . . . . . .
Additions to licensed
computer software
from vendors . . . .
Purchases of
property and
equipment, net . . .
Additions to
internally
developed
computer
software . . . . . . . .
Other . . . . . . . . . . . . .
Net cash used in
(34,384)
(31,623)
(75,669)
(33,001)
(19,502)
(69,826)
(31,395)
(26,938)
(46,547)
(19,285)
(3,031)
(17,882)
2,434
(25,466)
4,333
investing
activities . . . . . . . . $(309,794) (141,420) (361,706)
The major uses of cash for investing activities in 2012,
2011 and 2010 were for acquisitions, additions to
contract acquisition costs, equipment, licensed
computer software from vendors and internally
developed computer software.
Cash Used in Acquisitions
In 2012, the Company used cash of $188.7 million in
the acquisitions of ProPay Inc. (ProPay) and CPAY. In
2011, the Company used cash of $42.0 million in the
acquisition of TermNet. In 2010, the Company
acquired TMS for an aggregate consideration of
approximately $150.5 million. Refer to Note 24 in the
consolidated financial statements for more
information on these acquisitions.
In May 2011, TSYS made a payment of $6.0 million of
contingent merger consideration in connection with
the purchase of Infonox on the Web, which was
recorded as goodwill.
TSYS makes cash payments for processing rights,
third-party development costs and other direct
salary-related costs in connection with converting
new customers to the Company’s processing
systems. The Company’s investments in contract
acquisition costs were $34.4 million in 2012,
$31.6 million in 2011 and $75.7 million in 2010. The
Company made cash payments for processing rights
of $14.4 million, $5.2 million and $45.4 million in
2012, 2011 and 2010, respectively. Conversion cost
additions were $20.0 million, $26.4 million and
$30.3 million in 2012, 2011 and 2010, respectively.
Property and Equipment
Capital expenditures for property and equipment
were $31.4 million in 2012, compared to $26.9
million in 2011 and $46.5 million in 2010. The
majority of capital expenditures in 2012, 2011 and
2010 related to investments in new computer
processing hardware.
Licensed Computer Software from Vendors
Expenditures for licensed computer software from
vendors for increases in processing capacity were
$33.0 million in 2012, compared to $19.5 million in
2011 and $69.8 million in 2010.
Internally Developed Computer Software Costs
Additions to capitalized software development costs,
including enhancements to and development of
processing systems, were $19.3 million in 2012,
$17.9 million in 2011, and $25.5 million in 2010.
Purchase of Private Equity Investments
On May 31, 2011, the Company entered into a
limited partnership agreement in connection with its
agreement to invest in an Atlanta-based venture
capital fund focused exclusively on investing in
technology-enabled financial services companies.
Pursuant to the limited partnership agreement, the
Company has committed to invest up to $20 million
in the fund so long as its ownership interest in the
fund does not exceed 50%. The Company made
investments in the fund of $3.0 million and
$1.6 million in 2012 and 2011, respectively. The
Company recorded a gain on this investment of
$898,000 for the year ended December 31, 2012.
19
Cash Flows from Financing Activities
Financing
(in thousands)
Principal payments
Years Ended December 31,
2012
2011
2010
on long-term debt
borrowings and
capital lease
obligations . . . . . . . $(200,052)
Dividends paid on
(28,892) (11,741)
common stock . . . .
(94,035)
(53,949) (55,087)
Repurchases of
common stock . . . .
(74,939) (121,271) (46,228)
Subsidiary dividends
paid to
noncontrolling
shareholders . . . . . .
Purchase of
noncontrolling
interests . . . . . . . . . .
Proceeds from
borrowings of
long-term debt . . . .
Other . . . . . . . . . . . . . .
Net cash used in
(2,797)
(433)
(9,031)
— (174,050)
—
150,000
8,858
— 39,757
654
7,542
financing
activities . . . . . . . . . $(212,965) (371,053) (81,676)
The major uses of cash for financing activities have
been the principal payment on long term debt and
capital lease obligations, purchase of noncontrolling
interests, payment of dividends and the purchase of
stock under the stock repurchase plan as described
below. The main source of cash from financing
activities has been the use of borrowed funds. Net
cash used in financing activities for the year ended
December 31, 2012 was $213.0 million and was
primarily the result of principal payments on long-
term debt borrowings and capital lease obligations,
payment of dividends and the repurchase of common
stock offset by proceeds from borrowings of long-
term debt. Net cash used in financing activities for
the year ended December 31, 2011 was $371.1
million and was primarily the result of the acquisition
of the remaining 49% interest in TMS, payment of
dividends and the repurchase of common stock. The
Company used $81.7 million in cash for financing
activities for the year ended December 31, 2010
primarily for payments on long-term debt and capital
lease obligations and the payments of cash
dividends. Refer to Note 13 in the consolidated
financial statements for more information on the
long-term debt financing.
20
In September 2012, TSYS obtained a $150.0 million
note payable from a third party vendor to pay off
existing long term notes.
In December 2010, TSYS obtained a $39.8 million
note payable from a third-party vendor related to
financing the purchase of distributed systems
software.
On October 30, 2008, the Company’s International
Services segment obtained a credit agreement from
a third-party to borrow up to approximately
¥2.0 billion, or $21 million, in a Yen-denominated
three-year loan to finance activities in Japan. The rate
is the LIBOR plus 80 basis points. The Company
initially made a draw of ¥1.5 billion, or approximately
$15.1 million. In January 2009, the Company made
an additional draw down of ¥250 million, or
approximately $2.8 million. In April 2009, the
Company made an additional draw down of
¥250 million, or approximately $2.5 million. On
December 3, 2011, the Company modified its loan to
extend the maturity date to November 5, 2014.
Refer to Note 13 in the consolidated financial
statements for further information on TSYS’ long-term
debt and financing arrangements.
Purchase of Noncontrolling Interest
With the acquisition of TMS, the Company was a
party to put and call arrangements with respect to
the membership units that represented the remaining
noncontrolling interest of FNMS Holding, LLC (FNMS
Holding). The call and put arrangements could have
been exercised at the discretion of TSYS or First
National Bank of Omaha (FNBO) on April 1, 2015,
2016 and 2017, upon the dilution of FNBO’s equity
ownership in FNMS Holding below a designated
threshold and in connection with certain acquisitions
by TSYS or FNMS Holding in excess of designated
value thresholds.
On January 4, 2011, TSYS announced that it
acquired, effective January 1, 2011, the remaining
49% interest in TMS from FNBO. The fair value of the
noncontrolling interest in TMS, owned by a private
company at December 31, 2010, was estimated by
applying the income and market approaches. In
particular, a discounted cash flow method, a
guideline companies method, and a recent equity
transaction were employed. This fair value
measurement is based on significant inputs that are
both observable (Level 2) and non-observable
(Level 3) in the market as defined in ASC 820. Key
assumptions include (a) cash flow projections based
on market participant data and developed by
Company management, (b) a discount rate of
approximately 13%, (c) a terminal value based on a
long-term sustainable growth rate of approximately
3%, (d) an effective tax rate of approximately 36%,
(e) financial multiples of companies deemed to be
similar to TMS, and (f) adjustments because of the
lack of control or lack of marketability that market
participants would consider when estimating the fair
value of the noncontrolling interest in TMS.
Refer to Note 24 in the consolidated financial
statements for more information on the acquisition of
TMS.
Stock Repurchase Plan
On April 20, 2010, TSYS announced a stock
repurchase plan to purchase up to 10 million shares
of TSYS stock. The shares may be purchased from
time to time over the next two years at prices
considered attractive to the Company. On May 3,
2011, TSYS announced that its Board had approved
an increase in the number of shares that may be
repurchased under its current share repurchase plan
from up to 10 million shares to up to 15 million
shares of TSYS stock. The expiration date of the plan
was also extended to April 30, 2013. In July 2012,
TSYS announced that its Board had approved an
increase in the number of shares that may be
repurchased under its current share repurchase plan
from up to 15 million shares to up to 20 million
shares of TSYS stock. Through December 31, 2012,
the Company purchased 12.9 million shares for
approximately $240.4 million, at an average price of
$18.64. The Company has 7.1 million shares
remaining under the plan. Refer to Note 17 in the
consolidated financial statements for more
information on treasury stock.
Dividends
Dividends on common stock of $94.0 million were
paid in 2012, compared to $53.9 million and $55.1
million in 2011 and 2010, respectively. The Company
paid dividends of $0.50 per share in 2012 and
$0.28 per share in 2011 and 2010. On October 25,
2011, TSYS announced that its Board of Directors
approved a 42.9% increase in the regular quarterly
dividend payable on the Company’s common stock
from $0.07 per share to $0.10 per share, payable on
January 3, 2012 to shareholders of record as of the
close of business on December 15, 2011.
Significant Noncash Transactions
During 2012, 2011 and 2010, the Company issued
311,000, 206,000, and 197,000 shares of common
stock, respectively, to certain key employees and
non-management members of its Board of Directors.
The grants to certain key employees were issued in
the form of nonvested stock bonus awards for
services to be provided in the future by such officers
and employees. Beginning in 2011, the grants to the
Board of Directors were fully vested on the date of
grant. The market value of the common stock at the
date of issuance is amortized as compensation
expense over the vesting period of the awards.
Refer to Notes 16 and 23 in the consolidated financial
statements for more information on share-based
compensation and significant noncash transactions.
Additional Cash Flow Information
Off-Balance Sheet Financing
TSYS uses various operating leases in its normal
course of business. These “off-balance sheet”
arrangements obligate TSYS to make payments for
computer equipment, software and facilities. These
computer and software lease commitments may be
replaced with new lease commitments due to new
technology. Management expects that, as these
leases expire, they will be evaluated and renewed or
replaced by similar leases based on need.
The following table summarizes future contractual
cash obligations, including lease payments and
software arrangements, as of December 31, 2012, for
the next five years and thereafter:
Contractual Cash Obligations
Payments Due By Period
Total
1 Year
or Less
1 - 3
Years
3 - 5
Years
After
5 Years
(in millions)
Operating
leases . . . . . . . $195
Debt
obligations . . .
202
Capital lease
obligations . . .
31
Total contractual
cash
obligations . . . $428
89
27
13
81
12
55
120
16
2
13
—
—
129
152
134
13
21
Income Taxes
Impact of Inflation
Although the impact of inflation on its operations
cannot be precisely determined, the Company
believes that by controlling its operating expenses
and by taking advantage of more efficient computer
hardware and software, it can minimize the impact of
inflation.
Working Capital
TSYS may seek additional external sources of capital
in the future. The form of any such financing will vary
depending upon prevailing market and other
conditions and may include short-term or long-term
borrowings from financial institutions or the issuance
of additional equity and/or debt securities such as
industrial revenue bonds. However, there can be no
assurance that funds will be available on terms
acceptable to TSYS. Management expects that TSYS
will continue to be able to fund a significant portion
of its capital expenditure needs through internally
generated cash in the future, as evidenced by TSYS’
current ratio of 2.5:1. At December 31, 2012, TSYS
had working capital of $344.2 million, compared to
$269.6 million in 2011 and $494.5 million in 2010.
Legal Proceedings
General
The Company is subject to various legal proceedings
and claims and is also subject to information
requests, inquiries and investigations arising out of
the ordinary conduct of its business. The Company
establishes reserves for litigation and similar matters
when those matters present loss contingencies that
TSYS determines to be both probable and reasonably
estimable in accordance with ASC 450,
“Contingencies.” In the opinion of management,
based on current knowledge and in part upon the
advice of legal counsel, all matters not specifically
discussed below are believed to be adequately
covered by insurance, or, if not covered, the
possibility of losses from such matters are believed to
be remote or such matters are of such kind or involve
such amounts that would not have a material adverse
effect on the financial position, results of operations
or cash flows of the Company if disposed of
unfavorably.
The total liability for uncertain tax positions under
ASC 740, “Income Taxes,” at December 31, 2012 is
$9.0 million. Refer to Note 20 in the consolidated
financial statements for more information on income
taxes. The Company is not able to reasonably
estimate the amount by which the liability will
increase or decrease over time; however, at this time,
the Company expects significant changes related to
these obligations within the next year pursuant to the
outcomes of ongoing federal examinations.
Foreign Operations
TSYS operates internationally and is subject to
adverse movements in foreign currency exchange
rates. TSYS does not enter into foreign exchange
forward contracts to reduce its exposure to foreign
currency rate changes; however, the Company
continues to analyze the potential use of hedging
instruments to safeguard it from significant foreign
currency translation risks.
TSYS maintains operating cash accounts outside the
United States. Refer to Note 5 in the consolidated
financial statements for more information on cash and
cash equivalents. TSYS has adopted the permanent
reinvestment exception under ASC 740 with respect
to future earnings of certain foreign subsidiaries.
While some of the foreign cash is available to repay
intercompany financing arrangements, remaining
amounts are not presently available to fund domestic
operations and obligations without paying a
significant amount of taxes upon its repatriation.
Demand on the Company’s cash has increased as a
result of its strategic initiatives. TSYS funds these
initiatives through a balance of internally generated
cash, external sources of capital, and, when
advantageous, access to foreign cash in a tax efficient
manner. Where local regulations limit an efficient
intercompany transfer of amounts held outside of the
U.S., TSYS will continue to utilize these funds for local
liquidity needs. Under current law, balances available
to be repatriated to the U.S. would be subject to U.S.
federal income taxes, less applicable foreign tax
credits. TSYS has provided for the U.S. federal tax
liability on these amounts for financial statement
purposes, except for foreign earnings that are
considered permanently reinvested outside of the
U.S. TSYS utilizes a variety of tax planning and
financing strategies with the objective of having its
worldwide cash available in the locations where it is
needed.
22
NetSpend Matter
A putative class action lawsuit has been filed in
connection with TSYS’ proposed acquisition of
NetSpend Holdings, Inc. (NetSpend). This lawsuit,
entitled Joan Litwin v. NetSpend Holdings, Inc. et al.,
was filed on February 22, 2013 in the Court of
Chancery of the State of Delaware and names TSYS,
NetSpend and the members of the board of directors
of NetSpend as defendants. This lawsuit was brought
by a purported stockholder of NetSpend, both
individually and on behalf of a putative class of
NetSpend stockholders, alleging that the members of
NetSpend’s board of directors breached their
fiduciary duties in connection with TSYS’ proposed
acquisition of NetSpend by depriving NetSpend’s
stockholders of the full and fair value of their
ownership interest in NetSpend and by failing to
inform NetSpend’s stockholders of material facts
regarding the proposed acquisition. The plaintiff
further alleges that NetSpend and TSYS aided and
abetted the alleged breaches by NetSpend’s board
of directors. The action seeks equitable relief,
including, among other things, to enjoin
consummation of TSYS’ acquisition of NetSpend,
rescission of the related Agreement and Plan of
Merger, an award of compensatory damages and/or
rescissory damages, and an award of all costs,
including reasonable attorneys’ fees and other
expenses. TSYS believes that this lawsuit is without
merit and intends to vigorously defend itself;
however, there can be no assurance that it will be
successful in its defense.
Forward-Looking Statements
Certain statements contained in this filing which are
not statements of historical fact constitute forward-
looking statements within the meaning of the Private
Securities Litigation Reform Act (the Act). These
forward-looking statements include, among others:
(i) TSYS’ expectation that the loss of Bank of America
as a merchant services client will not have a material
adverse effect on TSYS’ business; (ii) TSYS’
expectation that the Durbin Amendment will not
have a significant negative impact on TSYS’ business;
(iii) TSYS’ expectation with respect to foreign
currency exchange rates; (iv) TSYS’ expectation with
respect to the timing of the conversion of Bank of
America’s consumer card portfolios; (v) TSYS’
expectation that it will be able to fund a significant
portion of its capital expenditure needs through
internally generated cash in the future; (vi) TSYS’
earnings guidance for 2013 total revenues, revenues
before reimbursable items, net income attributable to
TSYS common shareholders and EPS attributable to
TSYS common shareholders; (vii) TSYS’ belief with
respect to lawsuits, claims and other complaints;
(viii) TSYS’ expectation with respect to certain tax
matters; (ix) the Board’s intention to continue to pay
cash dividends; (xi) statements regarding the pending
acquisition of NetSpend, and the assumptions
underlying such statements. In addition, certain
statements in future filings by TSYS with the
Securities and Exchange Commission, in press
releases, and in oral and written statements made by
or with the approval of TSYS which are not
statements of historical fact constitute forward-
looking statements within the meaning of the Act.
Examples of forward-looking statements include, but
are not limited to: (i) projections of revenue, income
or loss, earnings or loss per share, the payment or
nonpayment of dividends, capital structure and other
financial items; (ii) statements of plans and objectives
of TSYS or its management or Board of Directors,
including those relating to products or services;
(iii) statements of future economic performance;
(iv) statements regarding the pending acquisition of
NetSpend; and (v) statements of assumptions
underlying such statements. Words such as
“believes,” “anticipates,” “expects,” “intends,”
“targeted,” “estimates,” “projects,” “plans,” “may,”
“could,” “should,” “would,” and similar expressions
are intended to identify forward-looking statements
but are not the exclusive means of identifying these
statements.
These statements are based upon 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. Many of these factors are beyond
TSYS’ ability to control or predict. These factors
include, but are not limited to:
(cid:129) movements in LIBOR are greater than expected
and draws on the revolving credit facility are
greater than expected;
(cid:129)
(cid:129)
(cid:129)
(cid:129)
TSYS incurs expenses associated with the signing
of a significant client;
internal growth rates for TSYS’ existing clients
are lower than anticipated whether as a result of
unemployment rates, card delinquencies and
charge off rates or otherwise;
TSYS does not convert and deconvert clients’
portfolios as scheduled;
adverse developments with respect to foreign
currency exchange rates;
23
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
adverse developments with respect to entering
into contracts with new clients and retaining
current clients;
continued consolidation and turmoil in the
financial services and other industries during
2013, including the merger of TSYS clients with
entities that are not TSYS processing clients, the
sale of portfolios by TSYS clients to entities that
are not TSYS processing clients and the
nationalization or seizure by banking regulators
of TSYS’ financial institution clients;
the impact of the Dodd-Frank Wall Street Reform
and Consumer Protection Act on TSYS and our
clients;
adverse developments with respect to the credit
card industry in general, including a decline in
the use of cards as a payment mechanism;
TSYS is unable to successfully manage any
impact from slowing economic conditions or
consumer spending;
the impact of potential and completed
acquisitions, particularly the pending NetSpend
acquisition, including the costs associated
therewith and 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 the application of and/or changes
in accounting principles;
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
TSYS’ inability to timely, successfully and cost-
effectively improve and implement processing
systems to provide new products, increased
functionality and increased efficiencies;
TSYS’ inability to anticipate and respond to
technological changes, particularly with respect
to e-commerce;
changes occur in laws, rules, regulations, credit
card association rules or other industry standards
affecting TSYS and our clients that may result in
costly new compliance burdens on TSYS and our
clients and lead to a decrease in the volume and/
or number of transactions processed;
successfully managing the potential both for
patent protection and patent liability in the
context of rapidly developing legal framework
for expansive patent protection;
the material breach of security of any of our
systems;
overall market conditions;
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;
other risk factors described in the “Risk Factors”
and other sections of TSYS’ Annual Report on
Form 10-K for the fiscal year ended
December 31, 2012 and other filings with the
Securities and Exchange Commission; and
TSYS’ ability to manage the foregoing and other
risks.
These forward-looking statements speak only as of the date on which they are made and TSYS does not intend to
update any forward-looking statement as a result of new information, future developments or otherwise.
24
Subsequent Event
On February 19, 2013, TSYS and NetSpend, a
leading provider of general purpose reloadable (GPR)
prepaid debit cards and related financial services to
underbanked consumers in the United States,
announced that they entered into a definitive
agreement pursuant to which, upon the terms and
subject to the conditions set forth in the agreement,
TSYS will acquire NetSpend in an all cash transaction
valued at approximately $1.4 billion. Under terms of
the agreement, NetSpend shareholders will receive
$16.00 in cash for each share of NetSpend common
stock. The Company intends to finance the NetSpend
acquisition with cash on hand and approximately $1.3
billion of additional indebtedness. In connection with
the transaction, the Company entered into a
commitment letter with certain of its lenders to
provide a $1.2 billion bridge term loan facility to
finance the NetSpend acquisition to the extent the
Company has not obtained alternative financing
before the closing of the transaction. The transaction
is currently expected to close in mid-2013 and is
subject to customary closing conditions, including
approval by NetSpend shareholders, and required
regulatory approvals. For additional information
regarding the transaction, see TSYS’ Current Report
on Form 8-K filed on February 19, 2013, which
includes the press release announcing the NetSpend
acquisition, the merger agreement for the
transaction, and the commitment letter for the bridge
term loan facility. There can be no assurance that the
proposed acquisition will be completed, or if it is
completed, that the expected benefits of the
transaction will be realized.
25
Consolidated Balance Sheets
(in thousands, except per share data)
Assets
Current assets:
December 31,
2012
2011
Cash and cash equivalents (Note 5)
Accounts receivable, net of allowance for doubtful accounts and billing adjustments
of $3.9 million and $4.1 million at 2012 and 2011, respectively . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax assets (Note 20)
Prepaid expenses and other current assets (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 247,612
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net of accumulated depreciation and amortization
(Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer software, net of accumulated amortization (Note 8) . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Contract acquisition costs, net of accumulated amortization (Note 9)
Other intangible assets, net of accumulated amortization (Note 12)
. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity investments (Note 11)
Deferred income tax assets (Note 20)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
316,337
248,541
12,872
72,431
650,181
355,498
266,608
215,244
162,987
81,250
82,924
4,069
39,631
247,083
9,825
70,206
574,726
518,344
260,389
226,917
161,267
130,054
87,764
5,334
59,043
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,023,838 1,858,392
Liabilities
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of obligations under capital leases (Note 13) . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities (Note 14)
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current portion (Note 13)
Deferred income tax liabilities (Note 20)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under capital leases, excluding current portion (Note 13) . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,370
26,243
27,361
13,263
100,282
230,519
174,859
48,074
17,155
68,791
539,398
39,505
26,095
33,004
181,251
14,363
125,863
380,576
39,104
32,889
24,489
60,325
537,383
—
Equity
Shareholders’ equity (Notes 15, 16, 17 and 18):
Common stock — $0.10 par value. Authorized 600,000 shares; 202,471 and 201,860
issued at 2012 and 2011, respectively; 187,031 and 189,031 outstanding at 2012
and 2011, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income(loss), net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock (shares of 15,440 and 12,829 at 2012 and 2011, respectively) . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,247
141,793
1,408
(287,301)
20,186
125,948
(445)
(225,034)
1,549,063 1,380,634
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,425,210 1,301,289
19,720
19,725
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,444,935 1,321,009
Commitments and contingencies (Note 19)
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,023,838 1,858,392
See accompanying Notes to Consolidated Financial Statements
26
Consolidated Statements of Income
(in thousands, except per share data)
Years Ended December 31,
2012
2011
2010
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,870,972 1,808,966 1,717,577
1,262,310 1,257,970 1,201,012
Cost of services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
207,136
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
251,010
228,540
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonoperating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
357,652
(2,798)
322,456
(5,905)
309,429
(1,617)
Income from continuing operations before income taxes and equity in
income of equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
354,854
115,102
316,551
102,597
307,812
106,088
Income from continuing operations before equity in income of equity
investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in income of equity investments, net of tax (Note 11) . . . . . . . . . . . .
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . .
239,752
10,171
249,923
—
249,923
(5,643)
213,954
8,708
222,662
—
222,662
(2,103)
201,724
7,142
208,866
(3,245)
205,621
(11,674)
Net income attributable to TSYS common shareholders . . . . . . . . . . . . . . $ 244,280
220,559
193,947
Basic earnings per share (EPS)* attributable to TSYS common
shareholders (Note 26):
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted EPS* attributable to TSYS common shareholders:
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.30
—
1.30
1.29
—
1.29
1.15
—
1.15
1.15
—
1.15
1.00
(0.02)
0.99
1.00
(0.02)
0.99
Amounts attributable to TSYS common shareholders:
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 244,280
—
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
220,559
—
197,192
(3,245)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 244,280
220,559
193,947
* Note: Basic and diluted EPS amounts for continuing operations and net income may not total due to rounding.
See accompanying Notes to Consolidated Financial Statements
27
Consolidated Statements of Other Comprehensive Income
(in thousands)
Years Ended December 31,
2012
2011
2010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $249,923
Other comprehensive income (loss), net of tax:
222,662
205,621
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . .
Postretirement healthcare plan adjustments . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
2,183
(1,666)
517
1,674
1,056
2,730
(6,796)
(729)
(7,525)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income attributable to noncontrolling interests . . . .
250,440
4,307
225,392
2,721
198,096
12,406
Comprehensive income attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $246,133
222,671
185,688
See accompanying Notes to Consolidated Financial Statements
28
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Years Ended December 31,
2012
2011
2010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
$ 249,923
222,662
205,621
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends received from equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges for transaction processing provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss on foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions for (recoveries of) bad debt expenses and billing adjustments . . . . . . . . . . . .
(Gain) loss on disposal of equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in fair value of private equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax expense (benefit) from share-based payment arrangements . . . . . . . . . . . . . .
Equity in income of equity investments, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses, other current assets and other assets . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170,610
18,621
7,524
2,803
2,012
1,054
324
298
285
—
—
(898)
(1,259)
(10,171)
37,206
2,855
(2,945)
(7,083)
(15,406)
169,165
16,477
6,835
4,750
3,091
1,552
(1,159)
160
1,491
799
—
—
523
(8,708)
(15,512)
(7,044)
23,099
4,492
13,646
163,111
15,832
6,572
3,891
162
(798)
145
154
(4,388)
—
1,591
—
(111)
(7,142)
13,916
(7,138)
(1,495)
(21,965)
21,202
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
455,753
436,319
389,160
Cash flows from investing activities:
Cash used in acquisitions and equity investments, net of cash acquired . . . . . . . . . . . . . . .
Additions to contract acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to licensed computer software from vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to internally developed computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of private equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary repurchase of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends received from equity investments as return of capital . . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposition, net of expenses paid and cash disposed . . . . . . . . . . . . . . . . . .
(188,698)
(34,384)
(33,001)
(31,395)
(19,285)
(3,031)
—
—
—
—
(47,909)
(31,623)
(19,502)
(26,938)
(17,882)
(1,573)
(493)
4,500
—
—
(148,531)
(75,669)
(69,826)
(46,547)
(25,466)
—
—
—
68
4,265
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(309,794)
(141,420)
(361,706)
Cash flows from financing activities:
Principal payments on long-term debt borrowings and capital lease obligations . . . . . . . .
Dividends paid on common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary dividends paid to noncontrolling shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax expense (benefit) from share-based payment arrangements . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from borrowings of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(200,052)
(94,035)
(74,939)
(2,797)
(2,073)
(28,892)
(53,949)
(121,271)
(433)
—
— (174,050)
(523)
8,065
—
1,259
9,672
150,000
(11,741)
(55,087)
(46,228)
(9,031)
—
—
111
543
39,757
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(212,965)
(371,053)
(81,676)
Cash and cash equivalents:
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .
(1,719)
(2,304)
(938)
Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(68,725)
316,337
(78,458)
394,795
(55,160)
449,955
Cash and cash equivalents at end of year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 247,612
316,337
394,795
Supplemental cash flow information:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,952
3,088
2,191
Cash paid for income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 106,778
82,084
122,173
Significant noncash transactions (Note 23)
See accompanying Notes to Consolidated Financial Statements
29
Consolidated Statements of Changes in Equity
(in thousands, except per share data)
Balance as of December 31, 2009 . . . . . .
Fair value of non-controlling interest in
TMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . .
Common stock issued from treasury
shares for exercise of stock options
(Note 16) . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for nonvested
awards (Note 16)
Share-based compensation (Note 16)
Cash dividends declared ($0.28 per
. . . . . . . . . . . . . . . . . .
. . .
share) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Purchase of treasury shares (Note 17)
Subsidiary dividends paid to
noncontrolling interests . . . . . . . . . . . . .
Tax shortfalls associated with share
based payment arrangements . . . . . . . .
Balance as of December 31, 2010 . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . .
Common stock issued from treasury
shares for exercise of stock options
(Note 16) . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for nonvested
awards (Note 16)
. . . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for nonvested awards
(Note 16) . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Share-based compensation (Note 16)
Cash dividends declared ($0.31 per
share) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Purchase of treasury shares (Note 17)
Adjustment to fair value of non-
controlling interest in TMS . . . . . . . . . . .
Redemption of redeemable
Subsidiary dividends paid to
noncontrolling interests . . . . . . . . . . . . .
Subsidiary repurchase of noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits associated with share-based
payment arrangements . . . . . . . . . . . . .
Balance as of December 31, 2011 . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . .
Common stock issued from treasury
shares for exercise of stock options
(Note 16)
. . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for nonvested
awards (Note 16)
. . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for nonvested awards
(Note 16)
. . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation
(Note 16)
. . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared ($0.40 per
share)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury shares
(Note 17)
. . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary dividends paid to
noncontrolling interests . . . . . . . . . . . .
Fair value of noncontrolling interest in
CPAY . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits associated with share-
based payment arrangements . . . . . .
TSYS Shareholders
Redeemable
Noncontrolling
Interests
Common Stock Additional
Shares Dollars
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Retained
Earnings
Noncontrolling
Interests
Total
Equity
$
—
200,860 $ 20,086
139,742
5,673
(69,950) 1,080,250
13,646
$ 1,189,447
— (34,659)
—
—
—
—
(8,258)
—
—
— 193,947
145,659
9,122
—
—
—
—
—
(8,781)
—
—
—
—
466
—
—
—
—
—
—
(186)
47
(47)
— 15,796
—
—
—
—
—
—
—
(924)
146,000
(1,364)
201,326
—
20,133
—
119,722
—
—
—
—
—
—
—
29,414
—
—
—
—
534
—
53
(3,450)
(53)
—
—
—
—
—
—
—
—
—
—
(172)
— 16,513
—
—
—
—
—
—
—
—
—
(6,828)
—
—
77
139
—
—
—
—
—
—
—
(2,585)
—
2,112
—
—
—
—
—
—
—
—
—
28
—
729
—
—
—
—
—
— (54,894)
—
(46,228)
—
—
—
—
(115,449) 1,219,303
— 220,559
11,515
—
172
—
—
—
—
—
— (59,228)
—
(121,272)
—
—
—
—
—
—
—
—
—
—
—
1,505
201,860 $ 20,186
—
—
125,948
—
(445)
—
1,853
(225,034) 1,380,634
— 244,280
—
—
—
—
—
—
—
38,000
—
—
611
—
—
—
—
—
—
—
— (2,386)
61
—
(61)
(628)
— 18,623
—
—
—
—
—
—
—
—
—
297
—
—
—
—
—
—
—
—
—
12,377
—
628
—
—
—
—
—
— (75,851)
(75,272)
—
—
—
—
—
—
—
—
2,552
733
—
—
—
—
—
(250)
—
16,681
3,467
618
—
—
—
—
—
—
—
—
(448)
(598)
—
19,720
4,138
(1,336)
—
—
—
—
—
—
(34,659)
196,499
(7,525)
543
—
15,796
(54,894)
(46,228)
(250)
(924)
1,257,805
224,026
2,730
8,065
—
—
16,513
(59,228)
(121,272)
(6,828)
—
(448)
(493)
139
1,321,009
248,418
517
9,991
—
—
18,623
(75,851)
(75,272)
(2,797)
(2,797)
—
—
—
297
noncontrolling interests . . . . . . . . . . . . .
(174,050)
Balance as of December 31, 2012 . . . . .
$ 39,505
202,471 $20,247 141,793
1,408
(287,301) 1,549,063
19,725
$1,444,935
See accompanying Notes to Consolidated Financial Statements
30
Notes to Consolidated Financial Statements
NOTE 1 Basis of Presentation and
Summary of Significant
Accounting Policies
BUSINESS: Total System Services, Inc.‘s (TSYS’ or
the Company’s) revenues are derived from providing
global payment services to financial and nonfinancial
institutions, generally under long-term processing
contracts. The Company’s services are provided
through the Company’s three operating segments:
North America Services, International Services and
Merchant Services.
Through the Company’s North America Services and
International Services segments, TSYS processes
information through its cardholder systems to
financial institutions throughout the United States and
internationally. The Company’s North America
Services segment provides these services to clients in
the United States, Canada, Mexico and the
Caribbean. The Company’s International Services
segment provides services to clients in Europe, India,
Middle East, Africa, Asia Pacific and Brazil. The
Company’s Merchant Services segment provides
merchant services to merchant acquirers and
merchants in the United States.
On December 26, 2012, TSYS completed its
acquisition of all of the outstanding stock of ProPay,
Inc (ProPay). ProPay previously operated as a
privately-held company, and offers simple, secure
and affordable payment solutions for organizations
ranging from small, home based entrepreneurs to
multi-billion dollar enterprises.
On August 8, 2012, TSYS completed its acquisition of
60% of Central Payment Co., LLC (CPAY), a privately
held direct merchant acquirer. CPAY provides
merchant services to small- to medium-sized
merchants through an Independent Sales Agent (ISA)
model, with a focus on merchants in the restaurant,
personal services and retail sectors.
On May 2, 2011, TSYS completed its acquisition of all
of the outstanding common stock of TermNet
Merchant Services, Inc. (TermNet), an Atlanta-based
merchant acquirer.
On March 1, 2010, TSYS announced the signing of an
Investment Agreement with First National Bank of
Omaha (FNBO) to form a new joint venture company,
First National Merchant Solutions, LLC (FNMS), of
which TSYS would own 51%. FNMS offers transaction
processing, merchant support and underwriting, and
value-added services, as well as Visa- and
MasterCard-branded prepaid cards for businesses of
any size. FNMS is included in the Merchant Services
segment. The effective date of the acquisition was
April 1, 2010. On January 4, 2011, TSYS announced
that it acquired, effective January 1, 2011, the
remaining 49% interest in FNMS, from FNBO. The
company was rebranded as TSYS Merchant Solutions
(TMS).
Refer to Note 24 for more information on
acquisitions.
As a result of the sale of certain assets and liabilities
of TSYS POS Systems and Services, LLC (TPOS) in
2010, as discussed in Note 2, the Company’s financial
statements reflect TPOS as discontinued operations.
The Company segregated operating results from
continuing operations in Consolidated Statements of
Income for 2010.
ACQUISITIONS — PURCHASE PRICE
ALLOCATION: TSYS adopted revised generally
accepted accounting principles (GAAP) relating to
business combinations as of January 1, 2009. The
revised guidance retains the purchase method of
accounting for acquisitions and requires a number of
changes to the previous guidance, including changes
in the way assets and liabilities are recognized in
purchase accounting. Other changes include
requiring the recognition of assets acquired and
liabilities assumed arising from contingencies,
requiring the capitalization of in-process research and
development at fair value, and requiring the
expensing of acquisition-related costs as incurred.
TSYS’ purchase price allocation methodology
requires the Company to make assumptions and to
apply judgment to estimate the fair value of acquired
assets and liabilities. TSYS estimates the fair value of
assets and liabilities based upon appraised market
values, the carrying value of the acquired assets and
widely accepted valuation techniques, including
discounted cash flows and market multiple analyses.
Management determines the fair value of fixed assets
and identifiable intangible assets such as developed
technology or customer relationships, and any other
significant assets or liabilities. TSYS adjusts the
purchase price allocation, as necessary, up to one
year after the acquisition closing date as TSYS
obtains more information regarding asset valuations
and liabilities assumed. Unanticipated events or
circumstances may occur which could affect the
accuracy of the Company’s fair value estimates,
31
including assumptions regarding industry economic
factors and business strategies, and result in an
impairment or a new allocation of purchase price.
Given its history of acquisitions, TSYS may allocate
part of the purchase price of future acquisitions to
contingent consideration as required by GAAP for
business combinations. The fair value calculation of
contingent consideration will involve a number of
assumptions that are subjective in nature and which
may differ significantly from actual results. TSYS may
experience volatility in its earnings to some degree in
future reporting periods as a result of these fair value
measurements.
PRINCIPLES OF CONSOLIDATION AND BASIS OF
PRESENTATION: The accompanying consolidated
financial statements include the accounts of TSYS and
its majority owned subsidiaries. All significant
intercompany accounts and transactions have been
eliminated in consolidation. In addition, the Company
evaluates its relationships with other entities to
identify whether they are variable interest entities as
defined in accordance with the provisions of
Accounting Standards Codification (ASC) 810,
“Consolidation,” and to assess whether it is the
primary beneficiary of such entities. If the
determination is made that the Company is the
primary beneficiary, then that entity is included in the
consolidated financial statements in accordance with
ASC 810.
RISKS AND UNCERTAINTIES AND USE OF
ESTIMATES: Factors that could affect the
Company’s future operating results and cause actual
results to vary materially from expectations include,
but are not limited to, lower than anticipated growth
from existing clients, an inability to attract new clients
and grow internationally, loss of a major customer or
other significant client, loss of a major supplier, an
inability to grow through acquisitions or successfully
integrate acquisitions, an inability to control
expenses, technology changes, the impact of the
application of and/or changes in accounting
principles, financial services consolidation, changes in
regulatory requirements, a decline in the use of cards
as a payment mechanism, disruption of the
Company’s international operations, breach of the
Company’s security systems, a decline in the financial
stability of the Company’s clients and uncertain
economic conditions. Negative developments in
these or other risk factors could have a material
adverse effect on the Company’s financial position,
results of operations and cash flows.
32
The Company has prepared the accompanying
consolidated financial statements in conformity with
accounting principles generally accepted in the
United States of America. The preparation of the
consolidated financial statements requires
management of the Company to make a number of
estimates and assumptions relating to the reported
amounts of assets and liabilities at the date of the
consolidated financial statements and the reported
amounts of revenues and expenses during the
period. These estimates and assumptions are
developed based upon all information available.
Actual results could differ from estimated amounts.
CASH EQUIVALENTS:
of three months or less when purchased are
considered to be cash equivalents.
Investments with a maturity
ACCOUNTS RECEIVABLE: Accounts receivable
balances are stated net of allowances for doubtful
accounts and billing adjustments of $3.9 million and
$4.1 million at December 31, 2012 and
December 31, 2011, respectively.
TSYS records an allowance for doubtful accounts
when it is probable that the accounts receivable
balance will not be collected. When estimating the
allowance for doubtful accounts, the Company takes
into consideration such factors as its day-to-day
knowledge of the financial position of specific clients,
the industry and size of its clients, the overall
composition of its accounts receivable aging, prior
history with specific customers of accounts receivable
write-offs and prior experience of allowances in
proportion to the overall receivable balance. This
analysis includes an ongoing and continuous
communication with its largest clients and those
clients with past due balances. A financial decline of
any one of the Company’s large clients could have a
material adverse effect on collectability of receivables
and thus the adequacy of the allowance for doubtful
accounts.
Increases in the allowance for doubtful accounts are
recorded as charges to bad debt expense and are
reflected in selling, general and administrative
expenses in the Company’s Consolidated Statements
of Income. Write-offs of uncollectible accounts are
charged against the allowance for doubtful accounts.
TSYS records an allowance for billing adjustments for
actual and potential billing discrepancies. When
estimating the allowance for billing adjustments, the
Company considers its overall history of billing
adjustments, as well as its history with specific clients
and known disputes. Increases in the allowance for
billing adjustments are recorded as a reduction of
revenues in the Company’s Consolidated Statements
of Income and actual adjustments to invoices are
charged against the allowance for billing
adjustments.
PROPERTY AND EQUIPMENT: Property and
equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and
amortization are computed using the straight-line
method over the estimated useful lives of the assets.
Buildings and improvements are depreciated over
estimated useful lives of 5-40 years, computer and
other equipment over estimated useful lives of 2-
5 years, and furniture and other equipment over
estimated useful lives of 3-15 years. The Company
evaluates impairment losses on long-lived assets
used in operations in accordance with the provisions
of ASC 360, “Property Plant and Equipment.”
All ordinary repairs and maintenance costs are
expensed as incurred. Maintenance costs that extend
the asset life are capitalized and amortized over the
remaining estimated life of the asset.
LICENSED COMPUTER SOFTWARE: The
Company licenses software that is used in providing
services to clients. Licensed software is obtained
through perpetual licenses and site licenses and
through agreements based on processing capacity
(called “MIPS agreements”). Perpetual and site
licenses are amortized using the straight-line method
over their estimated useful lives which range from
three to ten years. Software licensed under MIPS
agreements is amortized using a units-of-production
basis over the estimated useful life of the software,
generally not to exceed ten years. At each balance
sheet date, the Company evaluates impairment
losses on long-lived assets used in operations in
accordance with ASC 360.
ACQUISITION TECHNOLOGY
INTANGIBLES: These identifiable intangible assets
are software technology assets resulting from
acquisitions. These assets are amortized using the
straight-line method over periods not exceeding their
estimated useful lives, which range from five to nine
years. The provisions of ASC 350, “Intangibles —
Goodwill and Other,” require that intangible assets
with estimated useful lives be amortized over their
respective estimated useful lives to their residual
values, and reviewed for impairment in accordance
with ASC 360. Acquisition technology intangibles net
book values are included in computer software, net in
the accompanying balance sheets. Amortization
expenses are charged to cost of services in the
Company’s Consolidated Statements of Income.
SOFTWARE DEVELOPMENT COSTS:
In
accordance with the provisions of ASC 985,
“Software,” software development costs are
capitalized once technological feasibility of the
software product has been established. Costs
incurred prior to establishing technological feasibility
are expensed as incurred. Technological feasibility is
established when the Company has completed a
detailed program design and has determined that a
product can be produced to meet its design
specifications, including functions, features and
technical performance requirements. Capitalization of
costs ceases when the product is generally available
to clients. At each balance sheet date, the Company
evaluates the unamortized capitalized costs of
software development as compared to the net
realizable value of the software product which is
determined by future undiscounted net cash flows.
The amount by which the unamortized software
development costs exceed the net realizable value is
written off in the period that such determination is
made. Software development costs are amortized
using the greater of (1) the straight-line method over
its estimated useful life, which ranges from three to
ten years or (2) the ratio of current revenues to total
anticipated revenue over its useful life.
The Company also develops software that is used
internally. These software development costs are
capitalized based upon the provisions of ASC 350.
Internal-use software development costs are
capitalized once: (1) the preliminary project stage is
completed, (2) management authorizes and commits
to funding a computer software project, and (3) it is
probable that the project will be completed and the
software will be used to perform the function
intended. Costs incurred prior to meeting the
qualifications are expensed as incurred. Capitalization
of costs ceases when the project is substantially
complete and ready for its intended use. Internal-use
software development costs are amortized using an
estimated useful life of three to five years. Software
development costs may become impaired in
situations where development efforts are abandoned
due to the viability of the planned project becoming
doubtful or due to technological obsolescence of the
planned software product.
CONTRACT ACQUISITION COSTS: The Company
capitalizes contract acquisition costs related to
signing or renewing long-term contracts. The
Company capitalizes internal conversion costs in
accordance with the provisions of Staff Accounting
33
Bulletin (SAB) No. 104, “Revenue Recognition” and
ASC 605, “Revenue Recognition.” The capitalization
of costs related to cash payments for rights to
provide processing services is capitalized in
accordance with the provisions of ASC 605. All costs
incurred prior to a signed agreement are expensed
as incurred.
Goodwill and intangible assets with indefinite useful
lives are tested for impairment at least annually in
accordance with the provisions of ASC 350. ASC 350
also requires that intangible assets with estimable
useful lives be amortized over their respective
estimated useful lives to their estimated residual
values.
Contract acquisition costs are amortized using the
straight-line method over the expected customer
relationship (contract term) beginning when the
client’s cardholder accounts are converted and
producing revenues. The amortization of contract
acquisition costs associated with cash payments for
client incentives is included as a reduction of
revenues in the Company’s Consolidated Statements
of Income. The amortization of contract acquisition
costs associated with conversion activity is recorded
as cost of services in the Company’s Consolidated
Statements of Income.
The Company evaluates the carrying value of contract
acquisition costs associated with each customer for
impairment on the basis of whether these costs are
fully recoverable from either contractual minimum
fees (contractual costs) or from expected
undiscounted net operating cash flows of the related
contract (cash incentives paid). The determination of
expected undiscounted net operating cash flows
requires management to make estimates. These costs
may become impaired with the loss of a contract, the
financial decline of a client, termination of conversion
efforts after a contract is signed, diminished
prospects for current clients or if the Company’s
actual results differ from its estimates of future cash
flows. The amount of the impairment is written off in
the period that such a determination is made.
EQUITY INVESTMENTS: TSYS’ 49% investment in
Total System Services de México, S.A. de C.V. (TSYS
de México), an electronic payment processing
support operation located in Toluca, Mexico, is
accounted for using the equity method of
accounting, as is TSYS’ 44.56% investment in China
UnionPay Data Co., Ltd. (CUP Data) headquartered in
Shanghai, China. TSYS’ equity investments are
recorded initially at cost and subsequently adjusted
for equity in earnings, cash contributions and
distributions, and foreign currency translation
adjustments.
GOODWILL: Goodwill results from the excess
of cost over the fair value of net assets of
businesses acquired.
34
The portion of the difference between the cost of an
investment and the amount of underlying equity in
net assets of an equity method investee that is
recognized as goodwill in accordance with the
provisions of ASC 323, “Investments — Equity
Method and Joint Ventures,” shall not be amortized.
However, equity method goodwill shall not be
reviewed for impairment in accordance with ASC 350,
but instead should continue to be reviewed for
impairment in accordance with paragraph 19(h) of
ASC 323. Equity method goodwill, which is not
reported as goodwill in the Company’s Consolidated
Balance Sheet, but is reported as a component of the
equity investment, was $51.3 million at December 31,
2012.
At December 31, 2012, the Company had goodwill in
the amount of $518.3 million. The Company
performed its annual impairment analyses of its
goodwill balance, and these tests did not indicate
any impairment for the periods ended December 31,
2012, 2011 and 2010, respectively.
OTHER INTANGIBLE ASSETS:
Identifiable
intangible assets relate primarily to customer
relationships, channel relationships, covenants-not-
to-compete, trade names and trade associations
resulting from acquisitions. These identifiable
intangible assets are amortized using the straight-line
method over periods not exceeding the estimated
useful lives, which range from three to ten years.
ASC 350 requires that intangible assets with
estimable useful lives be amortized over their
respective estimated useful lives to their estimated
residual values, and reviewed for impairment in
accordance with ASC 360. Amortization expenses are
charged to selling, general and administrative
expenses in the Company’s Consolidated Statements
of Income.
FAIR VALUES OF FINANCIAL
INSTRUMENTS: The Company uses financial
instruments in the normal course of its business. The
carrying values of cash equivalents, accounts
receivable, accounts payable, accrued salaries and
employee benefits, and other current liabilities
approximate their fair value due to the short-term
maturities of these assets and liabilities. The fair value
of the Company’s long-term debt and obligations
under capital leases is not significantly different from
its carrying value.
Investments in equity investments are accounted for
using the equity method of accounting and pertain to
privately held companies for which fair value is not
readily available. The Company believes the fair
values of its investments in equity investments
exceed their respective carrying values.
In
IMPAIRMENT OF LONG-LIVED ASSETS:
accordance with ASC 360, the Company reviews
long-lived assets, such as property and equipment
and intangibles subject to amortization, including
contract acquisition costs and certain computer
software, for impairment whenever events or changes
in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a
comparison of the carrying amount of an asset to
estimated undiscounted future cash flows expected
to be generated by the asset. If upon a triggering
event the Company determines that the carrying
amount of an asset exceeds its estimated
undiscounted future cash flows, an impairment
charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of
the asset. Assets to be disposed of would be
separately presented in the balance sheet and
reported at the lower of the carrying amount or fair
value less costs to sell, and would no longer be
depreciated. The assets and liabilities of a disposed
group classified as held for sale would be presented
separately in the appropriate asset and liability
sections of the balance sheet.
TRANSACTION PROCESSING PROVISIONS: The
Company has recorded an accrual for contract
contingencies (performance penalties) and
processing errors. A significant number of the
Company’s contracts with large clients contain
service level agreements which can result in TSYS
incurring performance penalties if contractually
required service levels are not met. When providing
for these accruals, the Company takes into
consideration such factors as the prior history of
performance penalties and processing errors
incurred, actual contractual penalties inherent in the
Company’s contracts, progress towards milestones
and known processing errors not covered by
insurance.
These accruals are included in other current liabilities
in the accompanying Consolidated Balance Sheets.
Increases and decreases in transaction processing
provisions are charged to cost of services in the
Company’s Consolidated Statements of Income, and
payments or credits for performance penalties and
processing errors are charged against the accrual.
In connection with the acquisition of
REDEEMABLE NONCONTROLLING
INTEREST:
CPAY, the Company is party to call and put
arrangements with respect to the membership units
that represent the remaining noncontrolling interest
of CPAY. The call arrangement is exercisable by TSYS
and the put arrangement is exercisable by the Seller.
The put arrangement is outside the control of the
Company by requiring the Company to purchase the
Seller’s entire equity interest in CPAY at a put price at
fair market value. The put arrangement is recorded
on the balance sheet and is classified as redeemable
noncontrolling interest outside of permanent equity.
The call and put arrangements for CPAY,
representing 40% of its total outstanding equity
interests, may be exercised at the discretion of TSYS
or the Seller on the second anniversary of the closing
and upon the occurrence of certain other specified
events.
The put option is not currently redeemable, but a
redemption is considered probable based upon the
passage of time of the second anniversary date. As
such, the Company has adopted the accounting
policy to accrete changes in the redemption value
over the period from the date of issuance to the
earliest redemption date, which the Company
believes to be two years. If the put option was
currently redeemable, the redemption value at
December 31, 2012 is estimated to be approximately
$39.5 million. The Company did not accrete any
changes to the redemption value as the balance at
December 31, 2012 exceeded the accretion fair value
amount.
NONCONTROLLING INTEREST:
In December
2007, the Financial Accounting Standards Board
(FASB) issued authoritative guidance under ASC 810,
“Consolidation.” ASC 810 changes the accounting
for noncontrolling (minority) interests in consolidated
financial statements, including the requirements to
classify noncontrolling interests as a component of
consolidated shareholders’ equity, the elimination of
“minority interest” accounting in results of operations
and changes in the accounting for both increases and
decreases in a parent’s controlling ownership
interest.
35
Noncontrolling interest in earnings of subsidiaries
represents the minority shareholders’ share of the net
income or loss of GP Network Corporation (GP Net)
and TSYS Managed Services EMEA Ltd. (TSYS
Managed Services). The noncontrolling interest in the
Consolidated Balance Sheet reflects the original
investment by these shareholders in GP Net and
TSYS Managed Services, their proportional share of
the earnings or losses and their proportional share of
net gains or losses resulting from the currency
translation of assets and liabilities of GP Net and
TSYS Managed Services. TSYS has adopted the
accounting policy to recognize gains or losses on
equity transactions of a subsidiary as a capital
transaction.
RESERVE FOR MERCHANT LOSSES: The
Company has potential liability for losses resulting
from disputes between a cardholder and a merchant
that arise as a result of, among other things, the
cardholder’s dissatisfaction with merchandise quality
or merchant services. Such disputes may not be
resolved in the merchant’s favor. In these cases, the
transaction is “charged back” to the merchant, which
means the purchase price is refunded to the
customer by the card-issuing bank and charged to
the merchant. If the merchant is unable to fund the
refund, TSYS must do so. TSYS also bears the risk of
reject losses arising from the fact that TSYS collects
fees from its merchants on the first day after the
monthly billing period. If the merchant has gone out
of business during such period, TSYS may be unable
to collect such fees. TSYS maintains cash deposits or
requires the pledge of a letter of credit from certain
merchants, generally those with higher average
transaction size where the card is not present when
the charge is made or the product or service is
delivered after the charge is made, in order to offset
potential contingent liabilities such as chargebacks
and reject losses that would arise if the merchant
went out of business. Most chargeback and reject
losses are charged to cost of services as they are
incurred. However, the Company also maintains a
reserve against losses, including major fraud losses,
which are both less predictable and involve larger
amounts. The loss reserve was established using
historical loss rates, applied to recent bankcard
processing volume. At December 31, 2012, the
Company had a merchant loss reserve in the amount
of $906,000.
FOREIGN CURRENCY TRANSLATION: The
Company maintains several different foreign
operations whose functional currency is their local
currency. Foreign currency financial statements of the
36
Company’s Mexican and Chinese equity investments,
the Company’s wholly owned subsidiaries and the
Company’s majority owned subsidiaries, as well as
the Company’s division and branches in the United
Kingdom and China, are translated into U.S. dollars at
current exchange rates, except for revenues, costs
and expenses, and net income which are translated at
the average exchange rates for each reporting
period. Net gains or losses resulting from the
currency translation of assets and liabilities of the
Company’s foreign operations, net of tax when
applicable, are accumulated in a separate section of
shareholders’ equity titled accumulated other
comprehensive income (loss). Gains and losses on
transactions denominated in currencies other than
the functional currencies are included in determining
net income for the period in which exchange rates
change.
COMPREHENSIVE INCOME: The provisions of
ASC 220, “Comprehensive Income,” require
companies to display, with the same prominence as
other financial statements, the components of
comprehensive income (loss). TSYS displays the items
of other comprehensive income (loss) in its
Consolidated Statements of Other Comprehensive
Income, which directly follows the Consolidated
Statements of Income.
TREASURY STOCK: The Company uses the cost
method when it purchases its own common stock as
treasury shares or issues treasury stock upon option
exercises and displays treasury stock as a reduction of
shareholders’ equity.
DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES: ASC 815, “Derivatives and Hedging”
requires that all derivative instruments be recorded
on the balance sheet at their respective fair values.
The Company did not have any outstanding
derivative instruments or hedging transactions at
December 31, 2012.
REVENUE RECOGNITION: The Company
recognizes revenues in accordance with the
provisions of SAB No. 104. SAB No. 104 sets forth
guidance as to when revenue is realized or realizable
and earned when all of the following criteria are met:
(1) persuasive evidence of an arrangement exists; (2)
delivery has occurred or services have been
performed; (3) the seller’s price to the buyer is fixed
or determinable; and (4) collectability is reasonably
assured. The Company accrues for rights of refund,
processing errors or penalties, or other related
allowances based on historical experience.
When a sale involves multiple deliverables, revenue
recognition is affected by our determination of the
number of deliverables in an arrangement, whether
those deliverables may be separated into separate
units of accounting, and our valuation of each unit of
accounting which affects the amount of revenue
allocated to each unit. Pursuant to ASC 605, we use
vendor-specific objective evidence of selling price
(VSOE) when it exists to determine the amount of
revenue to allocate to each unit of accounting. The
Company establishes VSOE of selling price using the
prices charged when the same service is sold
separately. In certain situations, the Company does
not have sufficient VSOE. In these situations, we
considered whether sufficient third party evidence
(TPE) of selling price existed for the Company’s
services. However, the Company typically is not able
to determine TPE and has not used this measure of
selling price due to the unique and proprietary nature
of some of its services and the inability to reliably
verify relevant standalone competitor prices. When
there is insufficient evidence of VSOE and TPE, we
have made our best estimate of the standalone
selling price (ESP) of that service for purposes of
allocating revenue to each unit of accounting. When
determining ESP, we use limited standalone sales
data that do not meet the Company’s criteria to
establish VSOE, management pricing strategies,
residual selling price data when VSOE exists for a
group of elements, and margin objectives.
Consideration is also given to geographies in which
the services are sold or delivered, customer
classifications, and market conditions including
competitor pricing strategies and benchmarking
studies. Revenue is recognized when the revenue
recognition criteria for each unit of accounting have
been met.
In many situations, the Company enters into
arrangements with customers to provide conversion
or implementation services in addition to processing
services where the conversion or implementation
services do not have standalone value. In these
situations, the deliverables do not meet the criteria of
ASC 605-25 for separation and the deliverables are
combined as a single unit of accounting for revenue
recognition. For these arrangements, conversion or
implementation services revenue is recognized as the
related processing services are performed, and
revenue is recognized in a single unit of accounting
As our business and service offerings change in the
future, our determination of the number of
deliverables in an arrangement and related units of
accounting and our future pricing practices may
result in changes in our estimates of VSOE and ESP,
which may change the ratio of fees allocated to each
service or unit of accounting in a given customer
arrangement. There were no material changes or
impact to revenue in revenue recognition in the year
ended December 31, 2012 due to any changes in our
determination of the number of deliverables in an
arrangement, units of accounting, or estimates of
VSOE or ESP.
The Company’s North America Services and
International Services revenues are derived from
long-term payment processing contracts with
financial and nonfinancial institutions and are
generally recognized as the services are performed.
Payment processing services revenues are generated
primarily from charges based on the number of
accounts on file, transactions and authorizations
processed, statements mailed, cards embossed and
mailed and other processing services for cardholder
accounts on file. Most of these contracts have
prescribed annual revenue minimums, penalties for
early termination, and service level agreements which
may impact contractual fees if certain service levels
are not achieved. Revenue is recognized as the
services are performed, primarily on a per unit basis.
Processing contracts generally range from three to
ten years in length and provide for penalties for early
termination. When providing payment processing
services, the Company frequently enters into
customer arrangements to provide multiple services
that may also include conversion or implementation
services, business process outsourcing services such
as call center services, web-based services, and other
payment processing-related services. Revenue for
these services is generally recognized as they are
performed on a per unit basis each month or ratably
over the term of the contract.
The Company’s Merchant Services revenues are
derived from long-term processing contracts with
large financial institutions, other merchant acquirers
and merchant organizations which generally range
from three to eight years and provide for penalties
for early termination. Merchant services revenue is
generated primarily from processing all payment
forms including credit, debit, electronic benefits
transfer and check truncation for merchants of all
sizes across a wide array of retail market segments.
The products and services offered include
authorization and capture of electronic transactions,
clearing and settlement of electronic transactions,
information reporting services related to electronic
transactions, merchant billing services, and point-of-
sale terminal services. Revenue is recognized for
merchant services as those services are performed,
primarily on a per unit basis. When providing
37
merchant processing services, the Company
frequently enters into customer arrangements to
provide multiple services that may also include
conversion or implementation services, business
process outsourcing services such as call center
services, terminal services, and other merchant
processing-related services. Revenue for these
services is generally recognized as they are
performed on a per unit basis each month or ratably
over the term of the contract.
The Company’s other services generally have
standalone value and constitute separate units of
accounting for revenue recognition purposes.
However, customer arrangements entered into prior
to January 1, 2011 often included services for which
sufficient objective and reliable evidence of fair value
did not exist. In certain situations, sufficient objective
and reliable evidence of fair value did not exist for
multiple undelivered services, and the deliverables
were combined and recognized as a single unit of
accounting based on the proportional performance
for the combined unit. Beginning on January 1, 2011,
services in new or materially modified arrangements
of this nature are now divided into separate units of
accounting and revenue is allocated to each unit
based on the relative selling price method. As the
services in these arrangements are generally
delivered over the same term with consistent patterns
of performance, there was no change in the timing or
pattern of revenue recognition upon adoption of
Accounting Standard Update (ASU) 2009-13,
“Multiple-Deliverable Revenue Arrangements,” an
update to ASC Topic 605, “Revenue Recognition,”
and formerly known as EITF 08-1, “Revenue
Arrangements with Multiple Deliverables”, nor did it
have a material effect on revenue recognition for
these arrangements in future periods.
In certain situations, VSOE existed for all but one of
the shorter services (for which standalone value
existed), and the Company allocated revenue to each
of the deliverables under the residual method of
accounting whereby the difference between the total
arrangement consideration and VSOE for the
undelivered services was allocated to the other
service. While there is no change in the units of
accounting for these arrangements, beginning on
January 1, 2011, revenue for services in new or
materially modified arrangements of this nature were
allocated based on the relative selling price method.
The residual amount of revenue historically allocated
to the shorter services in these arrangements is
generally consistent with our best estimate of selling
price for those services. In situations where this may
not have been the case,
38
services in these arrangements were delivered over
the same term with consistent patterns of
performance. Accordingly, there was no change in
the pattern of revenue recognition upon adoption of
ASU 2009-13, and it is not expected to have a
material effect on revenue recognition for these
arrangements in future periods.
The Company’s multiple element arrangements may
include one or more elements that are subject to
other topics including software revenue recognition
and leasing guidance. The consideration for these
multiple element arrangements is allocated to each
group of deliverables – those subject to ASC 605-25
and those subject to other topics based on the
revised guidance in ASU 2009-13. Arrangement
revenue for each group of deliverables is then further
separated, allocated, and recognized based on
applicable guidance.
The Company regularly reviews the evidence of
selling price for its services and maintains internal
controls over the establishment and updates of these
estimates. There were no material changes in
estimated selling price for its services during the year
and the Company does not expect a material impact
from changes in selling price in the foreseeable
future.
In regards to taxes assessed by a governmental
authority imposed directly on a revenue producing
transaction, the Company reports its revenues on a
net basis.
REIMBURSABLE ITEMS: Reimbursable items
consist of out-of-pocket expenses which are
reimbursed by the Company’s clients. These
expenses consist primarily of postage, access fees
and third party software. The Company accounts for
reimbursable items in accordance with the provisions
of ASC 605.
SHARE-BASED COMPENSATION:
In December
2004, the FASB issued authoritative guidance under
ASC 718, “Compensation — Stock Compensation.”
ASC 718 establishes standards for the accounting for
transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the
fair value of the entity’s equity instruments or that
may be settled by the issuance of those equity
instruments. This Statement requires a public entity
to measure the cost of employee services received in
exchange for an award of equity instruments based
on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the
period during which an employee is required to
provide service in exchange for the award.
ASC 718 is effective for all awards granted on or after
January 1, 2006, and to awards modified,
repurchased or cancelled after that date. ASC 718
requires the Company to recognize compensation
costs for the nonvested portion of outstanding share-
based compensation granted in the form of stock
options based on the grant-date fair value of those
awards calculated under the provisions of ASC 718,
for pro forma disclosures. Share-based compensation
expenses include the impact of expensing the fair
value of stock options, as well as expenses associated
with nonvested shares. TSYS adopted the provisions
of ASC 718 effective January 1, 2006 using the
modified-prospective-transition method.
ASC 718 requires companies to estimate forfeitures
when recognizing compensation cost. The estimate
of forfeitures will be adjusted by the Company as
actual forfeitures differ from its estimates, resulting in
compensation cost only for those awards that actually
vest. The effect of the change in estimated forfeitures
is recognized as compensation costs in the period
the change in estimate occurred. In estimating its
forfeiture rate, the Company stratified its data based
upon historical experience to determine separate
forfeiture rates for the different award grants. The
Company currently estimates a forfeiture rate for
existing stock option grants to TSYS non-executive
employees, and a forfeiture rate for other TSYS share-
based awards. Currently, TSYS estimates a forfeiture
rate in the range of 0% to 10%.
The Company has issued its common stock to
directors and to certain employees under nonvested
awards. The market value of the common stock at the
date of issuance is recognized as compensation
expense over the vesting period of the awards. For
nonvested award grants that have pro rata vesting,
the Company recognizes compensation expense
using the straight-line method over the vesting
period of the award.
LEASES: The Company is obligated under
noncancelable leases for computer equipment and
facilities. As these leases expire, they will be evaluated
and renewed or replaced by similar leases based on
need. A lease is an agreement conveying the right to
use property, plant, or equipment (land and/or
depreciable assets) usually for a stated period of time.
For purposes of applying the accounting and
reporting standards, leases are classified from the
standpoint of the lessee as capital or operating leases.
Rental payments on operating leases are charged to
expense over the lease term. If rental payments are
not made on a straight-line basis, rental expense
nevertheless shall be recognized on a straight-line
basis unless another systematic and rational basis is
more representative of the time pattern in which use
benefit is derived from the leased property, in which
case that basis shall be used.
Certain of the Company’s operating leases are for
office space. The Company will make various
alterations (leasehold improvements) to the office
space and capitalize these costs as part of property
and equipment. Leasehold improvements are
amortized on a straight-line basis over the useful life
of the improvement or the term of the lease,
whichever is shorter.
ADVERTISING: Advertising costs, consisting mainly
of advertising in trade publications, are expensed as
incurred or the first time the advertising takes place.
Advertising expense for 2012, 2011 and 2010 was
$1.0 million, $813,000 and $690,000, respectively.
Income taxes reflected in TSYS’
INCOME TAXES:
consolidated financial statements are computed
based on the taxable income of TSYS and its
affiliated subsidiaries. A consolidated U.S. federal
income tax return is filed for TSYS and its majority
owned U.S. subsidiaries through the year ended
December 31, 2012. Additionally, income tax returns
are also filed in states where TSYS and its subsidiaries
have filing obligations and in foreign jurisdictions
where TSYS has a foreign affiliate.
The Company accounts for income taxes in
accordance with the asset and liability method.
Deferred income tax assets and liabilities are
recognized for the future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax basis and operating
loss and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in
which those temporary differences are expected to
be recovered or settled. Reserves against the
carrying value of a deferred tax asset are established
when necessary to reflect the decreased likelihood of
realization of a deferred asset in the future. The effect
on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the
period that includes the enactment date.
Income tax provisions require the use of
management judgments, which are subject to
39
challenge by various taxing authorities. Contingency
reserves are periodically established where the
amount of the contingency can be reasonably
determined and is likely to occur. Reductions in
contingency reserves are recognized when tax
disputes are settled or examination periods lapse.
Significant estimates used in accounting for income
taxes relate to the determination of taxable income,
the determination of temporary differences between
book and tax basis, as well as estimates on the
realizability of tax credits and net operating losses.
TSYS recognizes potential interest and penalties
related to the underpayment of income taxes as
income tax expense in the Consolidated Statements
of Income.
In June 2008, the FASB
EARNINGS PER SHARE:
issued authoritative guidance under ASC 260,
“Earnings Per Share.” The guidance under ASC 260
holds that unvested share-based payment awards
that contain nonforfeitable rights to dividends or
dividend equivalents are “participating securities” as
defined in ASC 260, and therefore should be
included in EPS using the two-class method.
The two-class method is an earnings allocation
method for computing EPS when an entity’s capital
structure includes two or more classes of common
stock or common stock and participating securities. It
determines EPS based on dividends declared on
common stock and participating securities and
participation rights of participating securities in any
undistributed earnings.
Basic EPS is calculated by dividing net income by the
weighted average number of common shares
outstanding during the period. Diluted EPS is
calculated to reflect the potential dilution that would
occur if stock options or other contracts to issue
common stock were exercised. Diluted EPS is
calculated by dividing net income by weighted
average common and common equivalent shares
outstanding. Common equivalent shares are
calculated using the treasury stock method.
RECLASSIFICATIONS: Certain reclassifications
have been made to the 2011 and 2010 financial
statements to conform to the presentation adopted
in 2012.
NOTE 2 Discontinued Operations
assets and liabilities of TPOS was the result of
management’s decision during the third quarter of
2010 to divest non-strategic businesses and focus
resources on core products and services. The
Company had a pre-tax goodwill impairment of
$2.2 million (approximately $1.5 million after-tax)
related to TPOS, which was included in discontinued
operations as part of the sale. This transaction
resulted in the assumed lease of its Sacramento,
California, facility and the closure of its Columbus,
Georgia-based distribution center.
TSYS will continue to use the buyer in a referral
arrangement for customers who approach the
Company for terminal services but will not have
significant continuing involvement after the sale to
the buyer.
TPOS was neither a significant component of the
Merchant Services segment, nor TSYS’ consolidated
results.
In accordance with the provisions of ASC 205, the
Company determined the TPOS business became a
discontinued operation in the third quarter of 2010.
The following table presents the summarized results
of discontinued operations for the year ended
December 31, 2010:
(in thousands)
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . $ 7,430
2010
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . $(1,840)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . $ (621)
Loss from discontinued operations, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(1,243)
Loss on disposition, net of tax . . . . . . . . . . . $(2,002)
The Consolidated Statements of Cash Flows include
TPOS through the respective date of disposition.
NOTE 3
Fair Value Measurement
ASC 820, “Fair Value Measurements and Disclosure,”
requires disclosure about how fair value is
determined for assets and liabilities and establishes a
hierarchy for which these assets and liabilities must
be grouped, based on significant level of inputs. The
three-tier fair value hierarchy, which prioritizes the
inputs used in the valuation methodologies, is as
follows:
The Company sold certain assets and liabilities of
TPOS on September 30, 2010. The sale of certain
Level 1 — Quoted prices for identical assets and
liabilities in active markets.
40
Level 2 — Observable inputs other than quoted
prices included in Level 1, such as quoted prices for
similar assets and liabilities in active markets, quoted
prices for identical or similar assets and liabilities in
markets that are not active, or other inputs that are
observable or can be corroborated by observable
market data.
Level 3 — Unobservable inputs for the asset or
liability.
Goodwill and certain intangible assets not subject to
amortization are assessed annually for impairment in
the second quarter of each year using fair value
measurement techniques. Specifically, goodwill
impairment is determined using a two-step test. The
first step of the goodwill impairment test is used to
identify potential impairment by comparing the fair
value of a reporting unit (RU) with its book value,
including goodwill. If the fair value of the RU exceeds
its book value, goodwill is considered not impaired
and the second step of the impairment test is
unnecessary. If the book value of the RU exceeds its
fair value, the second step of the goodwill
impairment test is performed to measure the amount
of impairment loss, if any. The second step of the
goodwill impairment test compares the implied fair
value of the RU’s goodwill with the book value of that
goodwill. If the book value of the RU’s goodwill
exceeds the implied fair value of that goodwill, an
impairment loss is recognized in an amount equal to
that excess. The fair value of the RU is allocated to all
of the assets and liabilities of that unit as if the RU
had been acquired in a business combination and the
fair value of the RU was the purchase price paid to
acquire the RU.
The estimate of fair value of the Company’s RUs is
determined using various valuation techniques,
including using an equally weighted combination of
the market approach and the income approach. The
market approach, which contains Level 2 inputs,
utilizes readily available market valuation multiples to
estimate fair value. The income approach is a
valuation technique that utilizes the discounted cash
flow (DCF) method, which includes Level 3 inputs.
Under the DCF method, the fair value of the RU
reflects the present value of the projected earnings
that will be generated by each RU after taking into
account the revenues and expenses associated with
the asset, the relative risk that the cash flows will
occur, the contribution of other assets, and an
appropriate discount rate to reflect the value of the
invested capital. Cash flows are estimated for future
periods based upon historical data and projections
by management.
At December 31, 2012, the Company had recorded
goodwill in the amount of $518.3 million. The
Company performed its annual impairment test of its
unamortized goodwill balance as of May 31, 2012,
and these tests did not indicate any impairment. The
fair value of the RUs substantially exceeds the
carrying value. Refer to Note 10 for more information
regarding goodwill.
At December 31, 2012, the fair value of the
Company’s private equity investment was $5.5 million
based on Level 3 inputs. Refer to Note 19 for more
information regarding this investment.
The fair value of the Company’s long-term debt and
obligations under capital leases is not significantly
different from its carrying value.
NOTE 4 Relationships with Affiliated
Companies
The Company provides electronic payment
processing and other services to the Company’s
equity investments, TSYS de México and CUP Data.
The foregoing related party services are performed
under contracts that are similar to its contracts with
unrelated third party customers. The Company
believes the terms and conditions of transactions
between the Company and these related parties are
comparable to those which could have been
obtained in transactions with unaffiliated parties.
Through its related party transactions, TSYS
generates accounts receivable and liability accounts
with TSYS de México and CUP Data. The Company
had an accounts receivable balance of $7,500 and
$9,700 associated with related parties at
December 31, 2012 and 2011, respectively. The
Company had an accounts payable balance of
$77,000 and $32,400 with related parties at
December 31, 2012 and 2011, respectively.
The table below details revenues derived from
affiliated companies for the years ended
December 31, 2012, 2011 and 2010:
(in thousands)
Total revenues:
2012
2011
2010
CUP Data . . . . . . . . . . . . . . . . . $172
72
TSYS de México . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . $244
136
62
198
130
51
181
41
in domestic accounts . . . . $152,373
263,853
Property and equipment, net
The Company and TSYS de México are parties to an
agreement where TSYS de México provides
processing support to the Company. Processing
support fees paid to TSYS de México were $186,000,
$168,000 and $149,000 for the years ended
December 31, 2012, 2011 and 2010, respectively.
NOTE 5 Cash and Cash Equivalents
Cash and cash equivalent balances at December 31
are summarized as follows:
(in thousands)
2012
2011
Cash and cash equivalents
Cash and cash equivalents
in foreign accounts . . . . .
95,239
52,484
Total
. . . . . . . . . . . . . . . . . . . $247,612
316,337
The Company maintains operating accounts outside
the United States denominated in currencies other
than the U.S. dollar. All amounts in domestic
accounts are denominated in U.S. dollars.
At December 31, 2012 and 2011, the Company had
$2.5 million and $22.0 million, respectively, of cash
and cash equivalents in Money Market accounts that
had an original maturity date of 90 days or less. The
Company considers cash equivalents to be short-
term, highly liquid investments that are both readily
convertible to known amounts of cash and so near
their maturity that they present insignificant risk of
changes in value because of change in interest rates.
NOTE 6 Prepaid Expenses and Other
Current Assets
Significant components of prepaid expenses and
other current assets at December 31 are summarized
as follows:
NOTE 7 Property and Equipment, net
Property and equipment balances at
December 31 are as follows:
(in thousands)
2012
2011
Computer and other
equipment . . . . . . . . . . . . . . . . . $247,506
232,141
Buildings and improvements . . . .
Furniture and other
equipment . . . . . . . . . . . . . . . . .
Land . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .
125,100
16,920
2,955
248,592
230,797
127,425
16,794
130
Total property and equipment
Less accumulated depreciation
and amortization . . . . . . . . . . . .
. .
624,622
623,738
364,233
. . . $260,389
357,130
266,608
Depreciation and amortization expense related to
property and equipment was $46.3 million, $49.3
million and $50.1 million for the years ended
December 31, 2012, 2011 and 2010, respectively.
NOTE 8 Computer Software, net
Computer software at December 31 is
summarized as follows:
software . . . . . . . . . . . . . . . . $461,217 423,100
(in thousands)
Licensed computer
Software development
costs . . . . . . . . . . . . . . . . . . .
Acquisition technology
intangibles . . . . . . . . . . . . . .
Total computer software . . . . .
Less accumulated
amortization:
Licensed computer
software . . . . . . . . . . . . . . .
Software development
costs . . . . . . . . . . . . . . . . .
Acquisition technology
intangibles . . . . . . . . . . . .
Total accumulated
amortization . . . . . . . . . . . . .
2012
2011
303,668 283,452
89,371
76,055
854,256 782,607
336,521 309,571
232,113 208,781
58,705
49,011
627,339 567,363
. . . . . $226,917 215,244
(in thousands)
2012
2011
Computer software, net
Prepaid expenses . . . . . . . . . . . . . $24,615 20,917
8,881 10,053
Supplies inventory . . . . . . . . . . . .
36,710 41,461
Other . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . $70,206 72,431
42
The Company allocated approximately $13.0 million
to acquisition technology intangibles during 2012
due to the acquisitions of ProPay and CPAY. Refer to
Note 24 for more information on these acquisitions.
Amortization expense related to licensed computer
software costs was $37.4 million, $37.1 million and
$33.4 million for the years ended December 31,
2012, 2011 and 2010, respectively. Amortization
expense includes amounts for computer software
acquired under capital lease. Amortization of
software development costs was $23.3 million, $24.4
million and $23.1 million for the years ended
December 31, 2012, 2011 and 2010, respectively.
Amortization expense related to acquisition
technology intangibles was $9.7 million, $10.3 million
and $9.9 million for the years ended December 31,
2012, 2011 and 2010, respectively.
During the year ended December 31, 2011, the
Company recognized an impairment loss of $960,000
related to the Japan Retail Gift program.
The weighted average useful life for each component
of computer software, and in total, at December 31,
2012, is as follows:
Weighted
Average
Amortization
Period (Yrs)
Licensed computer software . . . . . . . . .
Software development costs . . . . . . . .
Acquisition technology intangibles . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.5
5.9
6.6
5.8
Estimated future amortization expense of licensed
computer software, software development costs and
acquisition technology intangibles as of
December 31, 2012 for the next five years is:
(in thousands)
2013 . . . . . .
2014 . . . . . .
2015 . . . . . .
2016 . . . . . .
2017 . . . . . .
Licensed
Computer
Software
Software
Development
Costs
Acquisition
Technology
Intangibles
$35,676
31,020
24,521
15,911
11,153
25,345
19,025
13,331
9,028
4,734
10,306
8,471
5,426
3,958
2,474
Amortization related to payments for processing
rights, which is recorded as a reduction of revenues,
was $13.3 million, $15.9 million and $17.7 million for
2012, 2011 and 2010, respectively.
Amortization expense related to conversion costs was
$24.1 million, $18.8 million and $17.5 million for
2012, 2011 and 2010, respectively.
During the year ended December 31, 2011, the
Company recognized an impairment loss related to
payments for processing rights of $750,000 and an
impairment loss related to conversion costs of
$49,000.
The weighted average useful life for each component
of contract acquisition costs, and in total, at
December 31, 2012 is as follows:
Weighted
Average
Amortization
Period (Yrs)
Payments for processing rights . . . . . . .
Conversion costs . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.6
9.4
11.0
Estimated future amortization expense on payments
for processing rights and conversion costs as of
December 31, 2012 for the next five years is:
(in thousands)
Conversion
Costs
Payments for
Processing Rights
2013 . . . . . . . . . . . . .
2014 . . . . . . . . . . . . .
2015 . . . . . . . . . . . . .
2016 . . . . . . . . . . . . .
2017 . . . . . . . . . . . . .
$17,769
16,699
15,715
13,059
9,316
14,622
13,460
11,552
9,181
7,240
NOTE 9 Contract Acquisition Costs, net
NOTE 10 Goodwill
Significant components of contract acquisition
costs at December 31 are summarized as
follows:
(in thousands)
2012
2011
Conversion costs, net
Payments for processing
. . . . . . . $ 85,402
88,765
rights, net . . . . . . . . . . . . . . .
75,865
74,222
Total
. . . . . . . . . . . . . . . . . . . . . $161,267 162,987
During 2012, the Company allocated $162.1 million
to goodwill due to the acquisitions of ProPay and
CPAY. During 2011, the Company allocated $28.9
million to goodwill due to the acquisition of TermNet.
In May 2011, TSYS made a payment of $6.0 million of
contingent merger consideration in connection with
the purchase of Infonox on the Web (Infonox), which
was recorded as goodwill.
Refer to Note 24 for more information on
acquisitions.
43
With the sale of certain assets and liabilities of TPOS
in 2010, the Company incurred a pre-tax goodwill
impairment of $2.2 million (approximately $1.5
million after-tax), which is included in loss on
discontinued operations, net of tax. TPOS was not a
significant component to the Merchant Services
segment. Refer to Note 2 for more information on
discontinued operations.
The gross amount and accumulated impairment loss of goodwill at December 31, 2012 and 2011 is as
follows:
North America
Services
International
Services
Merchant
Services
Consolidated
2012
Gross amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$70,614
—
$70,614
34,125
—
34,125
415,830
(2,225)
$520,569
(2,225)
413,605
$518,344
North America
Services
International
Services
Merchant
Services
Consolidated
2011
Gross amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . .
$70,614
—
Goodwill, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$70,614
33,369
—
33,369
253,740
(2,225)
$357,723
(2,225)
251,515
$355,498
The changes in the carrying amount of goodwill at December 31, 2012 and 2011 are as follows:
(in thousands)
North America
Services
International
Services
Merchant
Services
Consolidated
Balance as of December 31, 2010 . . . . . . . . . . . . . . . . . . .
TermNet purchase price allocation . . . . . . . . . . . . . . . . . .
Infonox additional purchase consideration . . . . . . . . . . . .
Currency translation adjustments . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2011 . . . . . . . . . . . . . . . . . . .
CPAY purchase price allocation . . . . . . . . . . . . . . . . . . .
ProPay purchase price allocation . . . . . . . . . . . . . . . . . .
Currency translation adjustments . . . . . . . . . . . . . . . . .
$ 70,614
—
—
—
70,614
—
—
—
33,188
—
—
181
33,369
—
—
756
216,597
28,918
6,000
—
251,515
68,570
93,520
—
$ 320,399
28,918
6,000
181
355,498
68,570
93,520
756
Balance as of December 31, 2012
$70,614
34,125
413,605
$518,344
NOTE 11 Equity Investments
The Company has an equity investment with TSYS de
Mexico and records its 49% ownership using the
equity method of accounting. The operation prints
statements and provides card-issuing support
services to the equity investment clients and others.
The Company has an equity investment with CUP Data
and records its 44.56% ownership using the equity
method of accounting. China Union Pay Co., Ltd. (CUP)
is sanctioned by the People’s Bank of China, China’s
central bank, and has become one of the world’s
largest and fastest-growing payments networks. CUP
Data currently provides transaction processing, disaster
recovery and other services for banks and bankcard
issuers in China.
TSYS’ equity investments are recorded initially at cost
and subsequently adjusted for equity in earnings,
44
cash contributions and distributions, and foreign
currency translation adjustments. TSYS believes the
carrying value approximates the underlying assets of
the equity investments.
TSYS’ equity in income of equity investments (net of
tax) for the years ended December 31, 2012, 2011
and 2010 was $10.2 million, $8.7 million and $7.1
million, respectively.
A summary of TSYS’ equity investments at
December 31 is as follows:
(in thousands)
CUP Data . . . . . . . . . . . . . . . . . . . . . . . . .
TSYS de México . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
$79,859
7,905
$87,764
2011
76,110
6,814
82,924
NOTE 12 Other Intangible Assets, net
In 2012, TSYS allocated $76.6 million to other intangible
assets due to the acquisitions of ProPay and CPAY. In 2011,
TSYS allocated approximately $11.7 million to other intangible
due to the acquisition of TermNet. Refer to Note 24 for more
information on acquisitions.
Significant components of other intangible assets at
December 31 are summarized as follows:
Gross
(in thousands)
Customer relationships . . . . $167,641
10,000
Trade association . . . . . . . . .
2,537
Trade name . . . . . . . . . . . . . .
1,600
Channel relationships . . . . . .
3,440
Covenants-not-to-compete .
Total . . . . . . . . . . . . . . . . . . . . $185,218
2012
Accumulated
Amortization
(49,822)
(2,750)
(1,504)
(266)
(822)
(55,164)
Net
$117,819
7,250
1,033
1,334
2,618
$130,054
Gross
(in thousands)
Customer relationships . . . . . . . $106,312
10,000
Trade association . . . . . . . . . . . .
2,024
Trade name . . . . . . . . . . . . . . . .
1,600
Channel relationships . . . . . . . .
1,140
Covenants-not-to-compete . . . .
. . . . . . . . . . . . . . . . . . . . . . $121,076
Total
2011
Accumulated
Amortization
(34,899)
(1,750)
(2,024)
(107)
(1,046)
(39,826)
Net
$71,413
8,250
—
1,493
94
$81,250
Amortization related to other intangible assets, which is
recorded in selling, general and administrative expenses, was
$16.6 million, $13.2 million and $11.2 million for 2012, 2011
and 2010, respectively.
The weighted average useful life for each component of other
intangible assets, and in total, at December 31, 2012 is as
follows:
Weighted
Average
Amortization
Period (Yrs)
Customer relationships . . . . . . . . . . . . . . . . . . . . . . .
Trade association . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Channel relationships . . . . . . . . . . . . . . . . . . . . . . . .
Covenants-not-to-compete . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
8.2
10.0
2.7
10.0
2.9
8.1
Estimated future amortization expense on other intangible
assets as of December 31, 2012 for the next five years is:
(in thousands)
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$21,885
21,445
19,669
19,111
18,721
NOTE 13 Long-term Debt and Capital Lease
Obligations
On September 10, 2012, TSYS entered into a Credit
Agreement with JPMorgan Chase Bank, N.A., as
Administrative Agent, J.P. Morgan Securities LLC, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., Regions Capital Markets and U.S.
Bank National Association, as joint lead arrangers and joint
bookrunners, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
Regions Capital Markets and U.S. Bank National Association,
as Syndication Agents, and the other lenders named therein
(the Credit Agreement).
The Credit Agreement provides for a $350 million five-year
unsecured revolving credit facility (which may be increased by
up to an additional $350 million under certain circumstances)
and includes a $50 million subfacility for the issuance of
standby letters of credit and a $50 million subfacility for
swingline loans. Up to $262.5 million of the revolving credit
facility (including up to $37.5 million of standby letters of
credit) can be made available in Euro, Pounds Sterling,
Canadian Dollars and other currencies approved by the
lenders providing this portion of the revolving credit facility. At
the Company’s option, the principal balance of loans
outstanding under the revolving credit facility (other than
swingline loans) will bear interest at a rate equal to (i) London
Interbank Offered Rate (LIBOR) for the applicable currency
plus an applicable margin ranging from 0.90% to 1.45%
depending on the Company’s corporate credit rating, or (ii) a
base rate equal to the highest of (a) JPMorgan’s prime rate,
(b) the Federal Funds rate plus 0.50% and (c) one-month
LIBOR for U.S. Dollars plus 1.00%, plus in each case, an
applicable margin ranging from 0% to 0.45% depending on
the Company’s corporate credit rating. Swingline loans bear
interest at the same rate and margins as loans bearing interest
at the base rate described above. In addition, the Company is
to pay each lender a fee in respect of the amount of such
lender’s commitment under the revolving credit facility
(regardless of usage), ranging from 0.10% to 0.30%
depending on the Company’s corporate credit rating. The
revolving credit facility is scheduled to terminate on
September 10, 2017 and the Company is required to repay
the entire principal balance of loans outstanding under this
facility in full on that same date.
The Credit Agreement also provides for a $150 million five-
year unsecured term loan to the Company which was
45
borrowed in full at closing. The Company is required
to make quarterly principal payments on the term
loan commencing on December 31, 2012 equal to
(i) 1.25% of the original principal amount of the term
loan for the first 12 such quarterly payments and
(ii) 2.50% of the original principal amount of the term
loan for the remaining quarterly principal payments.
The Company is required to repay the entire
remaining principal balance of the term loan in full on
September 10, 2017. At the Company’s option, the
outstanding principal balance of the term loan will
bear interest at a rate equal to (i) LIBOR for U.S.
Dollars plus an applicable margin ranging from 1.00%
to 1.75% depending on the Company’s corporate
credit rating, or (ii) the base rate described above
plus an applicable margin ranging from 0% to 0.75%
depending on the Company’s corporate credit rating,
which is currently a “BBB+” investment grade rating
from Standard and Poors.
The Company may prepay loans made under the
revolving credit facility and the term loan in whole or in
part at any time without premium or penalty, subject to
reimbursement of the lenders’ customary breakage and
redeployment costs in the case of prepayment of
LIBOR borrowings. The Credit Agreement includes
covenants requiring the Company to maintain certain
minimum financial ratios and also contains certain
customary representations and warranties, affirmative
and negative covenants and provisions relating to
events of default and remedies.
The proceeds of the term loan were used to retire
indebtedness outstanding under the Company’s
previous credit facility. The Company may use
extensions of credit under the revolving credit facility
for working capital and other lawful corporate
purposes, including to finance the repurchase by the
Company of the Company’s capital stock.
On September 10, 2012 and in connection with
entering into the credit facilities described above, the
Company terminated its existing credit agreement
dated as of December 21, 2007 with Bank of America
N.A., as Administrative Agent, The Royal Bank of
Scotland plc, as Syndication Agent, and the other
lenders named therein. That credit agreement
provided for a $252 million five-year unsecured
revolving credit facility and a $168 million five-year
term loan, both of which were scheduled to mature
on December 21, 2012. No material early termination
penalties were incurred as a result of the termination.
The Credit Agreement for the aforementioned loan
provided for a $168 million unsecured five year term
loan to the Company and a $252 million five year
46
unsecured revolving credit facility. The principal
balance of loans outstanding under the credit facility
had an interest at a rate of LIBOR plus an applicable
margin of 0.60%. The applicable margin could vary
within a range from 0.27% to 0.725% depending on
changes in the Company’s corporate credit rating.
Interest was paid on the last date of each interest
period; however, if the period exceeded three
months, interest was paid every three months after
the beginning of such interest period. In addition, the
Company is paid each lender a fee in respect of the
amount of such lender’s commitment under the
revolving credit facility (regardless of usage), ranging
from 0.08% to 0.15% (currently 0.10%) depending on
the Company’s corporate credit rating.
The Company was not required to make any
scheduled principal payments other than payment of
the entire outstanding balance on December 21,
2012. The Company was able to prepay the revolving
credit facility and the term loan in whole or in part at
any time without premium or penalty, subject to
reimbursement of the lenders’ customary breakage
and redeployment costs in the case of prepayment of
LIBOR borrowings. The Credit Agreement included
covenants requiring the Company to maintain certain
minimum financial ratios. The Company did not use
the revolving credit facility in 2012, 2011 or 2010.
Due to increases in transaction volumes, TSYS
acquired additional mainframe software licenses to
increase capacity. The Company entered into an $8.6
million and an $11.9 million financing agreement in
June and December of 2012, respectively, to
purchase these additional software licenses.
In December 2010, the Company obtained a $39.8
million note payable from a third-party vendor
related to financing the purchase of distributed
systems software.
On October 30, 2008, the Company’s International
Services segment obtained a credit agreement from
a third-party to borrow up to approximately
¥2.0 billion, or $21 million, in a Yen-denominated
three-year loan to finance activities in Japan. The rate
is LIBOR plus 80 basis points. The Company initially
made a draw of ¥1.5 billion, or approximately
$15.1 million. In January 2009, the Company made
an additional draw down of ¥250 million, or
approximately $2.8 million. In April 2009, the
Company made an additional draw down of
¥250 million, or approximately $2.5 million. On
December 30, 2011, the Company modified its loan
to extend the maturity date to November 5, 2014.
In addition, TSYS maintains an unsecured credit
agreement with Columbus Bank and Trust. The credit
agreement has a maximum available principal
balance of $5.0 million, with interest at prime. TSYS
did not use the credit facility during 2012, 2011 or
2010.
Long-term debt at December 31 consists of:
(in thousands)
LIBOR + 1.125%, unsecured
2012
2011
term loan, due
September 10, 2017, with
quarterly principal and
interest payments . . . . . . . . . $146,250
—
The future minimum lease payments under capital
leases at December 31, 2012 are summarized as
follows:
(in thousands)
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,781
13,355
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,593
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,210
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
335
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,274
Total minimum lease payments . . . . . . . . . .
856
. . . . . . .
Less amount representing interest
$30,418
LIBOR + 0.80%, unsecured
term loan, due November 5,
2014, with principal paid at
maturity . . . . . . . . . . . . . . . . .
1.50% note payable, due
December 31, 2013, with
monthly interest and
principal payments . . . . . . . .
1.50% note payable, due
January 31, 2016, with
monthly interest and
principal payments . . . . . . . .
1.50% note payable, due
July 31, 2015, with monthly
interest and principal
payments . . . . . . . . . . . . . . .
LIBOR + 0.60%, unsecured
term loan, due
December 21, 2012, with
principal to be paid at
maturity . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . .
Less current portion . . . . . . .
Noncurrent portion of long-
NOTE 14 Other Current Liabilities
23,236
25,652
Significant components of other current liabilities at
December 31 are summarized as follows:
2012
(in thousands)
Accrued expenses . . . . . . . . . . $ 30,963
29,101
Deferred revenues . . . . . . . . . .
10,936
Accrued income taxes . . . . . . .
4,228
Client postage deposits . . . . .
Transaction processing
2011
40,141
29,707
5,731
3,562
provisions . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . .
Total
5,382
18,913
22,427
. . . . . . . . . . . . . . . . . . . . . $100,282 125,863
1,816
729
22,509
13,452
26,703
11,825
7,457
—
—
— 168,000
202,220 220,355
27,361 181,251
term debt . . . . . . . . . . . . . $174,859
39,104
Required annual principal payments on long-term
debt for the five years subsequent to December 31,
2012 are summarized as follows:
(in thousands)
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,361
14,332
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,191
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,336
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105,000
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations at December 31 consist of:
2011
(in thousands)
Capital lease obligations . . . . . . . $30,418 38,852
13,263 14,363
Less current portion . . . . . . . . . . .
Noncurrent portion of capital
2012
leases . . . . . . . . . . . . . . . . . . . . . $17,155 24,489
47
NOTE 15 Equity
DIVIDENDS: Dividends on common stock of $94.0 million were paid in 2012, compared to $53.9 million and
$55.1 million in 2011 and 2010, respectively. The increase in dividends paid in 2012 compared to 2011 is due an
increase in the dividends per share beginning in January 2012 to $0.10 per share from $0.07 per share and the
acceleration of payment of the fourth quarter 2012 dividend. The fourth quarter 2012 dividend payment was
accelerated in December, rather than January, to allow shareholders to benefit from the lower dividend tax rate
that was set to expire on December 31, 2012.
EQUITY COMPENSATION PLANS: The following table summarizes TSYS’ equity compensation plans by
category as of December 31, 2012:
(in thousands, except per share data)
Plan Category
Equity compensation plans
approved by security
holders . . . . . . . . . . . . . . . . . . .
Equity compensation plans not
approved by security
holders . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . .
(a)
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected
in column (a))
6,065(1)
$21.27
13,864(2)
—
6,065
—
$21.27
—
13,864
(1)
(2)
Includes 1.4 million performance share awards, which will only be issued if certain performance goals are met. The
weighted-average exercise price in column (b) does not take these awards into account. Does not include an aggregate of
1.4 million shares of nonvested awards which will vest over the remaining years through 2014.
Includes 13,864,285 shares available for future grants under the Total System Services, Inc. 2007 Omnibus Plan and 2012
Omnibus Plan, which could be in the form of options, nonvested awards and performance shares.
CHANGES IN TSYS’ OWNERSHIP INTEREST IN
SUBSIDIARIES: TSYS’ subsidiary, GP Net
repurchased 400 common shares on December 29,
2011 from its noncontrolling interest. As a result of
the transaction, TSYS’ ownership increased to 54.08%
from 53.00%. The following table presents the effect
on TSYS’ shareholders’ equity from GP Net’s
acquisition of treasury shares:
(in thousands)
Year Ended
December 31, 2011
Increase in OCI . . . . . . . . . . . . . . . .
Increase in additional paid in
capital . . . . . . . . . . . . . . . . . . . . .
$ 28
77
Effect from change in
noncontrolling interests . . . . . . .
$105
Directors has the authority to grant share-based
compensation to TSYS employees.
Employee stock options granted during or after 2006
(other than performance-based stock options)
generally become exercisable at the end of the three-
year period and expire ten years from the date of
grant. Vesting for stock options granted during or
after 2006 (other than performance-based stock
options) accelerates upon retirement for plan
participants who have reached age 62 and who also
have no less than fifteen years of service at the date
of their election to retire. For stock options granted in
2006, share-based compensation expense is fully
recognized for plan participants upon meeting the
retirement eligibility requirements of age and service.
NOTE 16 Share-Based Compensation
General Description of Share-Based
Compensation Plans
TSYS has various long-term incentive plans under
which the Compensation Committee of the Board of
Stock options granted prior to 2006 generally
become exercisable at the end of a two to three-year
period and expire ten years from the date of grant.
Vesting for stock options granted prior to 2006
accelerates upon retirement for plan participants who
have reached age 50 and who also have no less than
fifteen years of service at the date of their election to
48
retire. Following adoption of ASC 718, share-based
compensation expense is recognized in income over
the remaining nominal vesting period with
consideration for retirement eligibility.
The performance-based stock options awarded to
TSYS executives effective April 30, 2010 become
exercisable on April 30, 2013, as the performance
conditions have been satisfied. The share-based
compensation expense has been recognized in
income based upon the achievement of the specified
EPS goal. The Company historically issues new shares
or uses treasury shares to satisfy share option
exercises.
Long-Term Incentive Plans
TSYS maintains the Total System Services, Inc. 2012
Omnibus Plan, Total System Services, Inc. 2007
Omnibus Plan, Total System Services, Inc. 2002 Long-
Term Incentive Plan and Total System Services, Inc.
2000 Long-Term Incentive Plan to advance the
interests of TSYS and its shareholders through awards
that give employees and directors a personal stake in
TSYS’ growth, development and financial success.
Awards under these plans are designed to motivate
employees and directors to devote their best efforts
to the business of TSYS. Awards will also help TSYS
attract and retain the services of employees and
directors who are in a position to make significant
contributions to TSYS’ success.
The plans are administered by the Compensation
Committee of the Company’s Board of Directors and
enable the Company to grant nonqualified and
incentive stock options, stock appreciation rights,
restricted stock and restricted stock units,
performance units or performance shares, cash-based
awards, and other stock-based awards.
All stock options must have a maximum life of no
more than ten years from the date of grant. The
exercise price will not be less than 100% of the fair
market value of TSYS’ common stock at the time of
grant. Any shares related to awards which terminate
by expiration, forfeiture, cancellation, or otherwise
without the issuance of such shares, are settled in
cash in lieu of shares, or are exchanged with the
Committee’s permission, prior to the issuance of
shares, for awards not involving shares, shall be
available again for grant under the various plans. The
aggregate number of shares of TSYS stock which may
be granted to participants pursuant to awards
granted under the various plans may not exceed the
following: Total System Services, Inc. 2012 Omnibus
Plan (cid:2)17 million shares; Total System Services, Inc.
2007 Omnibus Plan (cid:2)5 million shares; Total System
Services, Inc. 2002 Long-Term Incentive Plan
(cid:2)9.4 million shares; and Total System Services, Inc.
2000 Long-Term Incentive Plan (cid:2)2.4 million shares.
Effective February 1, 2010, no additional awards may
be made from the Total System Services, Inc. 2000
Long-Term Incentive Plan.
Share-Based Compensation
TSYS’ share-based compensation costs are included
as expenses and classified as cost of services and
selling, general and administrative. TSYS does not
include amounts associated with share-based
compensation as costs capitalized as software
development and contract acquisition costs as these
awards are typically granted to individuals not
involved in capitalizable activities. For the year ended
December 31, 2012, share-based compensation was
$18.6 million compared to $16.5 million and $15.8
million for the same periods in 2011 and 2010,
respectively.
Nonvested Awards: The Company granted shares
of TSYS common stock to certain key employees and
non-management members of its Board of Directors.
The grants to certain key employees were issued
under nonvested stock bonus awards for services to
be provided in the future by such officers and
employees. Beginning in 2011, the grants to the
Board of Directors were fully vested on the date of
grant. The following table summarizes the number of
shares granted each year:
2012
2011
2010
Number of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197,186
Market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6.7 million $3.6 million $3.1 million
206,040
310,690
49
A summary of the status of TSYS’ nonvested shares as of December 31, 2012, 2011 and 2010, respectively, and
the changes during the periods are presented below:
Nonvested shares
(in thousands, except per share data)
Outstanding at beginning of year
. . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/canceled . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Weighted
Average
Grant-Date
Fair Value
$16.80
21.47
15.91
19.85
Shares
618
311
(366)
(9)
Outstanding at end of year . . . . . . . . . . . . . . . . . . .
554
$19.96
2011
2010
Weighted
Average
Grant-Date
Fair Value
$16.91
17.67
17.60
15.71
$16.80
Weighted
Average
Grant-Date
Fair Value
$18.60
15.55
20.63
17.32
Shares
1,084
197
(416)
(44)
821
$16.91
Shares
821
206
(376)
(33)
618
As of December 31, 2012, there was approximately $6.5 million of total unrecognized compensation cost related
to nonvested share-based compensation arrangements. That cost is expected to be recognized over a remaining
weighted average period of 1.8 years.
In March 2012, TSYS authorized a total grant of 241,095 performance shares to certain key executives with a
performance based vesting schedule (2012 performance shares). These 2012 performance shares have a 2012-
2014 performance period for which the Compensation Committee established two performance goals:
compound growth in revenues before reimbursable items and income from continuing operations and, if such
goals are attained in 2014, the performance shares will vest, up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS
common stock. The Company will estimate the probability of achieving the goals through the performance
period and will expense the award on a straight-line basis.
In March 2011, TSYS authorized a total grant of 263,292 performance shares to certain key executives with a
performance based vesting schedule (2011 performance shares). These 2011 performance shares have a 2011-
2013 performance period for which the Compensation Committee established two performance goals:
compound growth in revenues before reimbursable items and income from continuing operations and, if such
goals are attained in 2013, the performance shares will vest up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS
common stock. The Company will estimate the probability of achieving the goals through the performance
period and will expense the award on a straight-line basis.
In March 2010, TSYS authorized a total grant of 279,831 performance shares to certain key executives with a
performance based vesting schedule (2010 performance shares). These 2010 performance shares had a 2010-
2012 performance period for which the Compensation Committee established two performance goals:
compound growth in revenues before reimbursable items and income from continuing operations using the 2010
annual operating plan as the base. The Compensation Committee certified the attainment level of such goals
following the end of 2012, and the number of performance shares that vested, up to a maximum of 200% of the
total grant. At December 31, 2012 the performance shares vested at approximately 191% of the total grant.
As of December 31, 2012, there was approximately $6.1 million of total unrecognized compensation cost related
to the 2011 and 2012 performance shares compensation arrangement. That cost is expected to be recognized
until the end of 2014.
During 2008, TSYS authorized a grant of non-vested awards to two key executives with separate performance
vesting schedules. These grants have separate one-year performance periods that vest over five to seven years
during each of which the Compensation Committee establishes an earnings per share goal and, if such goal is
attained during any performance period, 20% of the performance-based shares will vest, up to a maximum of
100% of the total grant. Compensation expense for each year’s award is measured on the grant date based on
the quoted market price of TSYS common stock and is expensed on a straight-line basis for the year.
50
A summary of the awards authorized in each year is below:
Year of Initial Award
Total Number of
Shares Awarded
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
241,095
263,292
279,831
182,816
Potential Number
of Performance-
Based Shares to be
Vested
241,096 (2015)
(2014)
263,292
(2013)
534,477
(2013)
36,562
A summary of the status of TSYS’ performance-based nonvested shares as of December 31, 2012, 2011 and
2010, respectively, and changes during those periods are presented below:
Performance-based
Nonvested shares
(in thousands, except per share data)
. . . . . . . . . . . . .
Outstanding at beginning of year
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/canceled . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at end of year . . . . . . . . . . . . . . . . . . .
2012
Weighted
Average
Grant Date
Fair Value
$16.68
22.91
18.08
16.57
$18.76
Shares
580
278
(37)
(12)
809
2011
2010
Weighted
Average
Grant-Date
Fair Value
$15.65
17.63
15.61
—
$16.68
Shares
62
316
(62)
—
316
Weighted
Average
Grant-Date
Fair Value
$13.69
15.65
13.69
—
$15.65
Shares
316
300
(36)
—
580
Stock Option Awards
During 2012 and 2011, the Company granted stock options to key TSYS executive officers and non-management
members of its Board of Directors. During 2010, the Company granted stock options to key TSYS executive
officers. The grants to key TSYS executive officers were issued under nonvested stock bonus awards for services
to be provided in the future by such officers. The grants to the Board of Directors were fully vested on the date of
grant. The average fair value of the options granted was estimated on the date of grant using the Black-Scholes-
Merton option-pricing model. The following table summarizes the weighted average assumptions, and the
weighted average fair value of the options:
2012
2011
2010
Number of options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22.95 $ 17.61 $
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.96%
24.11% 29.98%
7.9
1.75%
5.27 $
8.5
1.59%
5.78 $
716,508
1.69%
818,090
2,176,963
16.01
2.65%
30.00%
4.9
1.79%
4.11
51
A summary of TSYS’ stock option activity as of December 31, 2012, 2011 and 2010, and changes during the years
ended on those dates is presented below:
(in thousands,
except per share data)
Options:
2012
Weighted
Average
2011
Weighted
Average
Options
Exercise Price Options
Exercise Price Options
2010
Weighted
Average
Exercise Price
Outstanding at beginning of year
. .
Granted . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . .
Forfeited/canceled . . . . . . . . . . . . . .
Outstanding at end of year . . . . . . . .
6,082
818
(619)
(216)
6,065
Options exercisable at year-end . . . .
3,235
$20.61
22.95
16.15
23.73
$21.27
$24.12
8,810
717
(597)
(2,848)
6,082
3,122
$23.40
17.61
13.51
29.96
$20.61
6,955
2,177
(41)
(281)
8,810
$25.54
15.89
13.11
19.83
$23.40
$25.00
5,712
$27.48
Weighted average fair value of
options granted during the
year . . . . . . . . . . . . . . . . . . . . . . . . .
$ 5.27
$ 5.78
$ 4.11
As of December 31, 2012, the average remaining contractual life and intrinsic value of TSYS’ outstanding and
exercisable stock options were as follows:
Average remaining contractual life (in years)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.8
4.2
Aggregate intrinsic value (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$909
$(8,735)
Outstanding Exercisable
Shares Issued for Options Exercised
During 2012, 2011 and 2010, employees of the Company exercised options for shares of TSYS common stock
that were issued from treasury. The table below summarizes these stock option exercises by year:
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
618,752
597,161
41,403
Options Exercised
and Issued from
Treasury
Intrinsic Value
$4,243,000
3,627,000
90,400
For awards granted before January 1, 2006 that were not fully vested on January 1, 2006, the Company will
record the tax benefits from the exercise of stock options as increases to the “Additional paid-in capital” line item
of the Consolidated Balance Sheets. If the Company does recognize tax benefits, the Company will record these
tax benefits from share-based compensation costs as cash inflows in the financing section and cash outflows in
the operating section in the Statement of Cash Flows. The Company has elected to use the short-cut method to
calculate its historical pool of windfall tax benefits.
As of December 31, 2012, there was approximately $3.9 million of total unrecognized compensation cost related
to TSYS stock options that is expected to be recognized over a remaining weighted average period of 1.3 years.
52
NOTE 17 Treasury Stock
The following table summarizes shares held as treasury stock and their related carrying value:
At December 31,
(in thousands)
Number of
Treasury
Shares
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,440
12,829
6,798
Treasury
Shares Cost
$287,301
225,034
115,449
Stock Repurchase Plan
On April 20, 2010, TSYS announced a stock repurchase plan to purchase up to 10 million shares of TSYS stock.
The shares may be purchased from time to time over the next two years at prices considered attractive to the
Company. On May 3, 2011, TSYS announced that its Board had approved an increase in the number of shares
that may be repurchased under its current share repurchase plan from up to 10 million shares to up to 15 million
shares of TSYS stock. On July 24, 2012, TSYS announced that its Board had approved an increase in the number
of shares that may be repurchased under its current share repurchase plan from up to 15 million shares to up to
20 million shares of TSYS stock. The expiration date of the plan was also extended to April 30, 2014. During
2012, the Company purchased 3.2 million shares for approximately $74.6 million, at an average price of $23.31.
During 2011, the Company purchased 6.6 million shares for approximately $120.6 million, at an average price of
$18.28.
The following table sets forth information regarding the Company’s purchases of its common stock on a monthly
basis during the three months ended December 31, 2012:
(in thousands, except per share data)
October 2012 . . . . . . . . . . . . . . . .
November 2012 . . . . . . . . . . . . . .
December 2012 . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . .
Total Number
of Shares
Purchased
Average Price
Paid per Share
200
400
—
600
$ 22.56
22.18
—
$22.31
Total Number of
Cumulative Shares Purchased
as Part of Publicly
Announced Plans or
Programs
12,493
12,893
12,893
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs
7,507
7,107
7,107
Treasury Shares
In 2008, the Compensation Committee approved “share withholding for taxes” for all employee nonvested
awards, and also for employee stock options under specified circumstances. The dollar amount of the income tax
liability from each exercise is converted into TSYS shares and withheld at the statutory minimum. The shares are
added to the treasury account and TSYS remits funds to the Internal Revenue Service to settle the tax liability.
During 2012 and 2011, the Company acquired 31,000 shares for approximately $671,000 and 37,000 shares for
approximately $636,000, respectively, as a result of share withholding for taxes.
NOTE 18 Other Comprehensive Income (Loss)
In June 1997, the FASB issued authoritative guidance under ASC 220, which established certain standards for
reporting and presenting comprehensive income in the general-purpose financial statements. The purpose of
ASC 220 was to report all items that met the definition of “comprehensive income” in a prominent financial
statement for the same period in which they were recognized. Comprehensive income includes all changes in
owners’ equity that resulted from transactions of the business entity with non-owners.
53
Comprehensive income is the sum of net income and other items that must bypass the income statement
because they have not been realized, including items such as an unrealized holding gain or loss from available for
sale securities and foreign currency translation gains or losses. These items are not part of net income, yet are
important enough to be included in comprehensive income, giving the user a more comprehensive picture of the
organization as a whole. Items included in comprehensive income, but not net income, are reported under the
accumulated other comprehensive income section of shareholders’ equity.
Comprehensive income (loss) for TSYS consists of net income, cumulative foreign currency translation
adjustments and the recognition of an overfunded or underfunded status of a defined benefit postretirement
plan recorded as a component of shareholders’ equity. The income tax effects allocated to and the cumulative
balance of each component of accumulated other comprehensive income (loss) are as follows:
(in thousands)
Beginning
Balance
Pretax
amount
Tax
effect
Net-of-Tax
Amount
Ending
Balance
At December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(6,627)
14,375
2,075
12,300
$ 5,673
Foreign currency translation adjustments . . . . . . . . . . . . . . . .
Change in accumulated OCI related to postretirement
$ 6,287
(8,609)
(1,080)
(7,529)
$ (1,242)
healthcare plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(614)
(1,138)
(409)
(729)
(1,343)
At December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 5,673
(9,747)
(1,489)
(8,258)
$ (2,585)
Foreign currency translation adjustments . . . . . . . . . . . . . . . .
Transfer from noncontrolling interest (NCI) . . . . . . . . . . . . . . .
Change in accumulated OCI related to postretirement
$(1,242)
—
3,718
28
2,662
—
1,056
28
$ (186)
28
healthcare plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,343)
1,651
595
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(2,585)
5,397
3,257
Foreign currency translation adjustments . . . . . . . . . . . . . .
Transfer from NCI
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in accumulated OCI related to postretirement
$ (186)
28
4,875
—
1,357
—
1,056
2,140
3,518
—
(287)
$ (445)
$ 3,332
28
healthcare plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(287)
(2,603)
(938)
(1,665)
(1,952)
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (445)
2,272
(419)
1,853
$ 1,408
Consistent with its overall strategy of pursuing international investment opportunities, TSYS adopted the
permanent reinvestment exception under ASC 740, “Income Taxes,” with respect to future earnings of certain
foreign subsidiaries. Its decision to permanently reinvest foreign earnings offshore means TSYS will no longer
allocate taxes to foreign currency translation adjustments associated with these foreign subsidiaries accumulated
in other comprehensive income.
NOTE 19 Commitments and
Contingencies
thereafter and in the aggregate as of December 31,
2012, are as follows:
LEASE COMMITMENTS: TSYS is obligated under
noncancelable operating leases for computer
equipment and facilities.
The future minimum lease payments under
noncancelable operating leases with remaining terms
greater than one year for the next five years and
54
(in thousands)
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 76,479
53,859
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,419
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,529
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,543
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,639
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . .
Total future minimum lease payments . . . $182,468
The majority of computer equipment lease
commitments come with a renewal option or an
option to terminate the lease. These lease
commitments may be replaced with new leases which
allow the Company to continually update its
computer equipment. Total rental expense under all
operating leases in 2012, 2011 and 2010 was
$99.0 million, $97.5 million and $102.1 million,
respectively. Total rental expense under sublease
arrangements in 2010 was $675,000. The rental
income under sublease arrangements in 2010 was
$809,000.
CONTRACTUAL COMMITMENTS:
In the normal
course of its business, the Company maintains long-
term processing contracts with its clients. These
processing contracts contain commitments,
including, but not limited to, minimum standards and
time frames against which the Company’s
performance is measured. In the event the Company
does not meet its contractual commitments with its
clients, the Company may incur penalties and certain
clients may have the right to terminate their contracts
with the Company. The Company does not believe
that it will fail to meet its contractual commitments to
an extent that will result in a material adverse effect
on its financial position, results of operations or cash
flows.
CONTINGENCIES:
Legal Proceedings — General
The Company is subject to various legal proceedings
and claims and is also subject to information
requests, inquiries and investigations arising out of
the ordinary conduct of its business. The Company
establishes reserves for litigation and similar matters
when those matters present loss contingencies that
TSYS determines to be both probable and reasonably
estimable in accordance with ASC 450,
“Contingencies.” In the opinion of management,
based on current knowledge and in part upon the
advice of legal counsel, all matters not specifically
discussed below are believed to be adequately
covered by insurance, or, if not covered, the
possibility of losses from such matters are believed to
be remote or such matters are of such kind or involve
such amounts that would not have a material adverse
effect on the financial position, results of operations
or cash flows of the Company if disposed of
unfavorably.
NetSpend Matter
A putative class action lawsuit has been filed in
connection with TSYS’ proposed acquisition of
NetSpend Holdings, Inc. (NetSpend). This lawsuit,
entitled Joan Litwin v. NetSpend Holdings, Inc. et al.,
was filed on February 22, 2013 in the Court of
Chancery of the State of Delaware and names TSYS,
NetSpend and the members of the board of directors
of NetSpend as defendants. This lawsuit was brought
by a purported stockholder of NetSpend, both
individually and on behalf of a putative class of
NetSpend stockholders, alleging that the members of
NetSpend’s board of directors breached their
fiduciary duties in connection with TSYS’ proposed
acquisition of NetSpend by depriving NetSpend’s
stockholders of the full and fair value of their
ownership interest in NetSpend and by failing to
inform NetSpend’s stockholders of materials facts
regarding the proposed acquisition. The plaintiff
further alleges that NetSpend and TSYS aided and
abetted the alleged breaches by NetSpend’s board
of directors. The action seeks equitable relief,
including, among other things, to enjoin
consummation of TSYS’ acquisition of NetSpend,
rescission of the related Agreement and Plan of
Merger, an award of compensatory damages and/or
rescissory damages, and an award of all costs,
including reasonable attorneys’ fees and other
expenses. TSYS believes that this lawsuit is without
merit and intends to vigorously defend itself;
however, there can be no assurance that it will be
successful in its defense.
GUARANTEES AND INDEMNIFICATIONS: The
Company has entered into processing and licensing
agreements with its clients that include intellectual
property indemnification clauses. Under these
clauses, the Company generally agrees to indemnify
its clients, subject to certain exceptions, against legal
claims that TSYS’ services or systems infringe on
certain third party patents, copyrights or other
proprietary rights. In the event of such a claim, the
Company is generally obligated to hold the client
harmless and pay for related losses, liabilities, costs
and expenses, including, without limitation, court
costs and reasonable attorney’s fees. The Company
has not made any indemnification payments pursuant
to these indemnification clauses.
The Company has not recorded a liability for
guarantees or indemnities in the accompanying
consolidated balance sheet since the maximum
amount of potential future payments under such
guarantees and indemnities is not determinable.
55
PRIVATE EQUITY INVESTMENTS: On May 31,
2011, the Company entered into a limited
partnership agreement in connection with its
agreement to invest in an Atlanta-based venture
capital fund focused exclusively on investing in
technology-enabled financial services companies.
Pursuant to the limited partnership agreement, the
Company has committed to invest up to $20 million
in the fund so long as its ownership interest in the
fund does not exceed 50%. At December 31, 2012,
the Company had made investments in the fund of
$4.6 million and recognized a gain of $898,000 due
to an increase in fair value.
NOTE 20 Income Taxes
The provision for income taxes includes income taxes
currently payable and those deferred because of
temporary differences between the financial statement
carrying amounts and tax bases of assets and liabilities.
The components of income tax expense included in the
Consolidated Statements of Income were as follows:
Years Ended December 31,
2012
2011
2010
(in thousands)
Components of
income before
income tax
expense :
Domestic . . . . . $320,581 279,416 286,490
34,273
21,322
Foreign . . . . . .
37,135
Total income
before income
tax expense . . . . $354,854 316,551 307,812
Income tax expense differed from the amounts
computed by applying the statutory U.S. federal
income tax rate of 35% to income before income
taxes, noncontrolling interest and equity in income of
equity investments as a result of the following:
(in thousands)
Computed “expected”
Years Ended December 31,
2012
2011
2010
income tax expense . . $124,199 110,793 107,734
Years Ended December 31,
2012
2011
2010
Increase (decrease) in
income tax expense
resulting from:
(in thousands)
Current income tax
expense:
Federal . . . . . . . . . . . $ 98,153
2,572
State . . . . . . . . . . . . .
14,092
Foreign . . . . . . . . . . .
83,518
4,666
12,922
98,802
4,221
8,682
Total current income
tax expense . . . . . . . 114,817 101,106 111,705
Deferred income tax
expense (benefit):
Federal . . . . . . . . . . .
State . . . . . . . . . . . . .
Foreign . . . . . . . . . . .
Total deferred income
tax expense
(benefit)
. . . . . . . . . .
Total income tax
1,395
411
(1,521)
3,126
61
(1,696)
(2,970)
(643)
(2,004)
285
1,491
(5,617)
International tax rate
. . . . . .
differential
State income tax
expense (benefit),
net of federal
income tax
effect . . . . . . . . . . .
Increase in valuation
allowance . . . . . . .
Tax credits . . . . . . . .
Deduction for
domestic
production
activities . . . . . . . .
Permanent
differences and
other, net . . . . . . .
2,781
1,831
(4,376)
2,143
3,164
2,326
193
(3,762)
3,773
(9,044)
2,564
(2,824)
(5,727)
(5,524)
—
(4,725)
(2,396)
664
expense . . . . . . . . . . $115,102 102,597 106,088
Total income tax
expense . . . . . . . . . . . . $115,102 102,597 106,088
56
Temporary differences between the financial
statement carrying amounts and tax bases of assets
and liabilities that give rise to significant portions of
the net deferred tax liability at December 31, 2012
and 2011 relate to the following:
(in thousands)
Deferred income tax assets:
Net operating loss and income
At December 31,
2012
2011
tax credit carryforwards . . . . . $ 24,405 25,937
Allowances for doubtful
accounts and billing
adjustments . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . .
Purchase accounting
adjustments . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . .
Total deferred income tax
assets . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowance for
644
1,113
18,645 19,031
— 15,889
41,348 37,123
85,042 99,093
deferred income tax assets . .
(19,400) (19,207)
Net deferred income tax assets . .
65,642 79,886
Deferred income tax liabilities:
Excess tax over financial
statement depreciation . . . . .
(36,682) (42,351)
Computer software
development costs . . . . . . . . .
(39,637) (40,339)
Purchase accounting
adjustments . . . . . . . . . . . . . . .
Foreign currency translation . . .
Other, net . . . . . . . . . . . . . . . . . .
(4,514)
(8,574)
(9,150)
—
(6,432)
(6,712)
Total deferred income tax
liabilities . . . . . . . . . . . . . . . .
(98,557) (95,834)
Net deferred income tax
liabilities . . . . . . . . . . . . . . . . $(32,915) (15,948)
Total net deferred tax assets
. . . . . . . . . . . . . . . . . .
(liabilities):
Current . . . . . . . . . . . . . . . . . . . . . $ 9,825 12,872
(42,740) (28,820)
Noncurrent
. . . . . . . . . . . . . . . . .
Net deferred income tax
liability . . . . . . . . . . . . . . . . . . . . . $(32,915) (15,948)
As of December 31, 2012, TSYS had recognized
deferred tax assets from net operating losses, capital
losses and federal and state income tax credit
carryforwards of $13.4 million, $1.9 million and
$9.1 million, respectively. As of December 31, 2011,
TSYS had recognized deferred tax assets from net
operating losses, capital losses and federal and state
income tax credit carry forwards of $15.5 million,
$1.9 million and $8.5 million, respectively. Some of
the net operating losses and some of the tax credits
began expiring in 2012.
In assessing the realizability of deferred income tax
assets, management considers whether it is more
likely than not that some portion or all of the deferred
income tax assets will not be realized. The ultimate
realization of deferred income tax assets is
dependent upon the generation of future taxable
income during the periods in which those temporary
differences become deductible. Management
considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax
planning strategies in making this assessment.
Management believes it is more likely than not that
TSYS will realize the benefits of these deductible
differences, net of existing valuation allowances. The
valuation allowance for deferred tax assets was
$19.4 million and $19.2 million at December 31, 2012
and 2011, respectively. The increase in the valuation
allowance for deferred income tax assets was
$0.2 million for 2012. The increase in the valuation
allowance for deferred income tax assets was
$3.8 million for 2011. The increase relates to foreign
losses and state tax credits, which more likely than
not, will not be realized in later years.
TSYS has adopted the permanent reinvestment
exception under ASC 740, “Income Taxes,” with
respect to future earnings of certain foreign
subsidiaries. As a result, TSYS considers foreign
earnings related to these foreign operations to be
permanently reinvested. No provision for U.S. federal
and state incomes taxes has been made in our
consolidated financial statements for those non-
U.S. subsidiaries whose earnings are considered to
be reinvested. The amount of undistributed earnings
considered to be “reinvested” which may be subject
to tax upon distribution was approximately
$70.1 million at December 31, 2012. Although TSYS
does not intend to repatriate these earnings, a
distribution of these non-U.S. earnings in the form of
dividends, or otherwise, would subject the Company
to both U.S. federal and state income taxes, as
adjusted for non-U.S. tax credits, and withholding
taxes payable to the various non-U.S. countries.
Determination of the amount of any unrecognized
deferred income tax liability on these undistributed
earnings is not practicable.
TSYS is the parent of an affiliated group that files a
consolidated U.S. federal income tax return and most
state and foreign income tax returns on a separate
entity basis. In the normal course of business, the
57
Company is subject to examinations by these taxing
authorities unless statutory examination periods
lapse. TSYS is no longer subject to U.S. federal
income tax examinations for years before 2008 and
with few exceptions, the Company is no longer
subject to income tax examinations from state and
local or foreign tax authorities for years before 2005.
There are currently federal income tax examinations
in progress for the years 2008 and 2009. Additionally,
a number of tax examinations are in progress by the
relevant state tax authorities. Although TSYS is
unable to determine the ultimate outcome of these
examinations, TSYS believes that its liability for
uncertain tax positions relating to these jurisdictions
for such years is adequate.
TSYS adopted the provisions of ASC 740 on
January 1, 2007 which prescribes a recognition
threshold and measurement attribute for the financial
statement recognition, measurement and disclosure
of a tax position taken or expected to be taken in a
tax return. During the year ended December 31,
2012, TSYS increased its liability for prior year
uncertain income tax positions as a discrete item by a
net amount of approximately $1.9 million (net of the
federal tax effect). This increase resulted from tax
positions taken on amended returns for the years
2008 and 2009. The Company is not able to
reasonably estimate the amount by which the liability
will increase or decrease over time; however, at this
time, the Company does not expect any significant
changes related to these obligations within the next
twelve months.
A reconciliation of the beginning and ending amount
of unrecognized tax liabilities is as follows (1):
(in millions)
Beginning balance . . . . . . . . . . . . . . . .
Current activity:
Additions based on tax positions
related to current year . . . . . . . . .
Additions for tax positions of prior
years . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions of prior
years . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . .
Net, current activity . . . . . . . . . . .
Year Ended
December 31,
2012
$ 5.7
1.4
2.0
(0.1)
—
3.3
Ending balance . . . . . . . . . . . . . . . . . . .
$ 9.0
(1) Unrecognized state tax liabilities are not adjusted for
the federal tax impact.
TSYS recognizes potential interest and penalties
related to the underpayment of income taxes as
58
income tax expense in the Consolidated Statements
of Income. Gross accrued interest and penalties on
unrecognized tax benefits totaled $0.9 million and
$0.6 million as of December 31, 2012 and
December 31, 2011, respectively. The total amounts
of unrecognized income tax benefits as of
December 31, 2012 and December 31, 2011 that, if
recognized, would affect the effective tax rates are
$8.8 million and $5.4 million (net of the federal
benefit on state tax issues), respectively, which
includes interest and penalties of $0.7 million and
$0.5 million, respectively.
NOTE 21 Employee Benefit Plans
The Company provides benefits to its employees by
offering employees participation in certain defined
contribution plans. The employee benefit plans
through which TSYS provided benefits to its
employees during 2012 are described as follows:
TSYS RETIREMENT SAVINGS PLAN: Beginning in
2010, all qualified plans maintained by TSYS were
combined into a single plan, the Retirement Savings
Plan, which is designed to reward all team members
of TSYS U.S.—based companies with a uniform
employer contribution. The terms of the plan provide
for the Company to match 100% of the employee
contribution up to 4% of eligible compensation. The
Company can make discretionary contributions up to
another 4% based upon business conditions.
The Company’s contributions to the plan charged to
expense for the years ended December 31 are as
follows:
(in thousands)
2012
2011
2010
TSYS Retirement
Savings Plan . . . $13,421
15,951
15,430
STOCK PURCHASE PLAN: The Company
maintains a stock purchase plan for employees and
previously maintained a stock purchase plan for
directors. The Company contributes 15% of
employee contributions and contributed 15%
director voluntary contributions. The funds are used
to purchase presently issued and outstanding shares
of TSYS common stock on the open market at fair
market value for the benefit of participants. The
Director Stock Purchase Plan was terminated on
November 30, 2011. The Company’s contributions to
these plans charged to expense for the years ended
December 31 are as follows:
(in thousands)
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,140
1,177
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,260
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
POSTRETIREMENT MEDICAL BENEFITS
PLAN: TSYS provides certain medical benefits to
qualified retirees through a postretirement medical
benefits plan, which is immaterial to the Company’s
consolidated financial statements. The measurement
of the benefit expense and accrual of benefit costs
associated with the plan do not reflect the effects of
the 2003 Medicare Act. Additionally, the benefit
expense and accrued benefit cost associated with the
plan, as well as any potential impact of the effects of
the 2003 Medicare Act, are not significant to the
Company’s consolidated financial statements.
NOTE 22 Segment Reporting, including
Geographic Area Data and
Major Customers
ASC 280, “Segment Reporting.” ASC 280 establishes
standards for the way public business enterprises are
to report information about operating segments in
annual financial statements and requires those
enterprises to report selected financial information
about operating segments in interim financial reports
issued to shareholders. It also establishes standards
for related disclosures about products and services,
geographic area data and major customers.
TSYS provides global payment processing and other
services to card-issuing and merchant acquiring
institutions in the United States and internationally
through online accounting and electronic payment
processing systems. Corporate administration
expenses, such as finance, legal, human resources,
mergers and acquisitions and investor relations are
categorized as Corporate Administration.
On December 26, 2012, TSYS completed its
acquisition of all the outstanding stock of ProPay, a
privately-held payment solutions company, for
$123.7 million in cash. ProPay’s financial results are
included in the Merchant Services segment.
On August 8, 2012, TSYS completed its acquisition of
60% of CPAY, a privately held direct merchant
acquirer, for $66 million in cash. CPAY’s financial
results are included in the Merchant Services
segment.
On May 2, 2011, TSYS completed its acquisition of all
of the outstanding common stock of TermNet, an
Atlanta-based merchant acquirer. TermNet’s financial
results are included in the Merchant Services
segment.
North America Services includes electronic payment
processing services and other services provided from
within the North America region. International
Services includes electronic payment processing and
other services provided from outside the North
America region. Merchant Services includes
electronic processing and other services provided to
merchant acquiring institutions.
The Company believes the terms and conditions of
transactions between the segments are comparable
to those which could have been obtained in
transactions with unaffiliated parties. TSYS’ operating
segments share certain resources, such as
information technology support, that TSYS allocates
asymmetrically.
59
Years ended December 31,
(in thousands)
Operating Segments
2012
2011
2010
Revenues before reimbursable items
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 826,750
396,149
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
409,698
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,106)
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
809,012
321,846
337,178
(25,600)
Revenues before reimbursable items from external customers . . . . . . . $1,618,491 1,540,698 1,442,436
809,069
380,129
373,159
(21,659)
Total revenues
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 965,393
413,467
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
512,580
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,468)
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
956,546
334,954
458,921
(32,844)
Revenues from external customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,870,972 1,808,966 1,717,577
954,550
394,831
487,997
(28,412)
Depreciation and amortization
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,674
57,127
36,252
2,557
Total depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 170,610
Segment operating income
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 287,595
27,335
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132,115
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(89,393)
Corporate Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 357,652
78,155
51,888
36,124
2,998
169,165
253,844
41,408
112,986
(85,782)
322,456
78,834
40,792
40,298
3,003
162,927
244,989
42,689
102,444
(80,693)
309,429
At December 31,
2012
2011
2010
Total assets
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,744,877 1,621,664 1,632,882
408,880
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
460,750
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(550,251)
Intersegment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,023,838 1,858,392 1,952,261
445,642
703,725
(870,406)
433,203
487,858
(684,333)
GEOGRAPHIC AREA DATA: The Company maintains property and equipment, net of accumulated
depreciation and amortization, in the following geographic areas:
2011
(in millions)
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $191.7 194.8
52.4
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.7
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.7
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $260.4 266.6
51.3
9.5
7.9
At
December 31,
2012
60
The following geographic area data represents revenues for the years ended December 31 based on the
domicile of the Company’s customers:
(in millions)
2012
%
2011
%
2010
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,219.9
293.0
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217.5
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78.6
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.7
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.3
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65.2 $1,227.8
15.7
283.5
11.6
171.5
4.2
76.3
0.6
7.8
2.7
42.1
67.9 $1,204.4
250.2
15.7
161.9
9.5
61.3
4.2
7.9
0.4
31.9
2.3
%
70.1
14.6
9.4
3.6
0.5
1.8
Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,871.0 100.0 $1,809.0 100.0 $1,717.6 100.0
GEOGRAPHIC AREA REVENUE BY OPERATING SEGMENT: The following table reconciles segment revenue
to revenues by geography for the years ended December 31:
(in millions)
2012
2011
2010
2012
2011
2010
2012
2011
2010
North America Services
International Services
Merchant Services
United States . . . . . . . . . . . . . . . . . . $705.5 741.5 748.2 $ —
Europe . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . .
0.8
217.3 171.1 161.4
—
7.9
9.3
—
11.7
10.5
292.2 282.8 249.4
—
61.3
—
21.5
—
78.6
—
39.3
—
76.3
—
31.8
— $514.4 486.3 456.2
—
0.5
—
—
1.1
—
0.2
—
—
0.5
—
0.4
—
—
0.7
—
7.8
9.6
0.8
0.7
—
Totals . . . . . . . . . . . . . . . . . . . . . . . $945.8 930.7 927.6 $410.1 390.9 332.2 $515.1 487.4 457.8
MAJOR CUSTOMER: For the year ended December 31, 2012, the Company had no major customers. For the
years ended December 31, 2011 and 2010, the Company had one major customer which accounted for
approximately $210.9 million, or 11.7%, and $221.0 million, or 12.9%, respectively, of total revenues. Revenues
from the major customer for the years ended December 31, 2011 and 2010, respectively, are primarily
attributable to the North America Services segment and the Merchant Services segment.
In 2013, TSYS will embark on two corporate-wide initiatives that will impact more than one operating
2013:
segment. One initiative is a multi-year, multi-phase initiative that will consist of enhancing TSYS’ issuing
processing platforms. The other is an innovation initiative focused on enhancing existing product and service
offerings through several new product concepts and ideas on how to change existing processes. The costs
associated with these two new initiatives will not be allocated to the operating segments, but will be combined,
along with the existing corporate administration, in a grouping titled “Corporate Admin and Other.” This is a
change the chief operating decision maker has requested and will be used to evaluate performance and assess
resources starting in 2013.
NOTE 23 Supplemental Cash Flow
Information
Nonvested Share Awards
The Company issued shares of TSYS common stock
to certain key employees and non-management
members of its Board of Directors. The grants to
certain key employees were issued in the form of
nonvested stock bonus awards for services to be
provided in the future by such officers and
employees. Beginning in 2011, the grants to the
Board of Directors were fully vested on the date of
grant. Refer to Note 16 for more information on
nonvested share awards.
Equipment and Software Acquired Under
Capital Lease Obligations
The Company acquired computer equipment and
software under capital lease in the amount of $5.3
million, $8.1 million and $14.9 million in 2012, 2011
and 2010, respectively.
61
NOTE 24 Acquisitions
2012
On December 26, 2012, TSYS completed its
acquisition of ProPay for $123.7 million. ProPay
previously operated as a privately-held company, and
offers simple, secure and affordable payment
solutions for organizations ranging from small, home
based entrepreneurs to multi-billion dollar
enterprises. The results of operations for ProPay are
immaterial and therefore not included in the
Company’s results for the year ended December 31,
2012. The goodwill of $93.5 million recorded arises
largely from synergies and economies of scale
expected to be realized from combining the
operations of TSYS and ProPay. None of the goodwill
is tax deductible. Propay will be included as part of
the Merchant Services segment.
On August 8, 2012, TSYS completed its acquisition of
60% of CPAY, a privately held direct merchant acquirer,
for $66 million in cash. CPAY provides merchant
services to small- to medium-sized merchants through
an Independent Sales Agent (ISA) model, with a focus
on merchants in the restaurant, personal services and
retail sectors. The acquisition of CPAY expands the
Company’s presence in the merchant acquiring industry
and enhances our distribution model with their strong
sales agent channel. The results of operations for CPAY
have been included in the Company’s results beginning
August 8, 2012, and are included in the Merchant
Services segment. The goodwill of $68.6 million
recorded arises largely from synergies and economies
of scale expected to be realized from combining the
operations of TSYS and CPAY. All of the goodwill is tax
deductible.
The following table summarizes the consideration
paid for acquisitions and the preliminary recognized
amounts of identifiable assets acquired and liabilities
assumed during the year ended December 31, 2012.
These amounts will remain preliminary until the
valuation analysis has been finalized.
(in thousands)
Cash and restricted cash . . . . . . . . . . . . . . $ 3,003
4,092
Accounts receivable, net . . . . . . . . . . . . . .
12,522
Other assets . . . . . . . . . . . . . . . . . . . . . . . .
76,600
Identifiable intangible assets . . . . . . . . . . .
(30,558)
Other liabilities . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest in acquired
entity . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
(38,000)
162,090
Total consideration . . . . . . . . . . . . . . . . . $189,749
62
The fair value of accounts receivable, accounts
payable, accrued compensation, and other liabilities
approximates the carrying amount of those assets
and liabilities at the acquisition date. The fair value of
accounts receivable due under agreements with
customers is $4.1 million. The gross amount due
under the agreements is $4.8 million, of which
approximately $688,000 is expected to be
uncollectible.
Of the $123.7 million in consideration paid for
ProPay, $12.5 million has been placed in escrow for a
period of 18 months to secure certain claims that may
be brought against the escrowed consideration by
TSYS pursuant to the merger agreement.
Consideration is contingent and may be returned to
the Company pursuant to indemnification
commitments made by the shareholders which
formerly owned ProPay related to a breach of the
representations and warrantees made in the merger
agreement. Such indemnification commitments are
recognized as a possible receivable and measured at
fair value. Based upon the probability of various
possible outcomes related to the indemnification
commitments, TSYS has determined that the fair
value of any receivable asset would be immaterial.
The maximum amount of contingent consideration
returnable to the Company related to certain
indemnification commitments made by the Seller is
$12.5 million. The maximum amount of contingent
consideration returnable to the Company related to
fundamental representations and warranties made by
the Seller is unlimited.
Of the $66 million in consideration paid for CPAY,
$3.3 million has been placed in escrow for a period of
21 months to secure certain claims that may be
brought against the escrowed consideration by TSYS
pursuant to the Investment Agreement.
Consideration is contingent and may be returned to
the Company pursuant to indemnification
commitments made by the company which formerly
owned 100% of Central Payment (Seller) related to,
among other things, a breach of the representations
and warrantees made in the Investment Agreement,
and losses arising out of any of the Excluded
Liabilities as defined in the Investment Agreement.
Such indemnification commitments are recognized as
a possible asset receivable and measured at fair
value. Based upon the probability of various possible
outcomes related to the indemnification
commitments, TSYS has determined that the fair
value of any receivable asset would be immaterial.
The maximum amount of contingent consideration
returnable to the Company related to certain
indemnification commitments made by the Seller is
$9.9 million. The maximum amount of contingent
consideration returnable to the Company related to
fundamental representations and warranties made by
the Seller is unlimited.
Identifiable intangible assets acquired in the
acquisitions had no significant estimated residual
value. These intangible assets are being amortized
over their estimated useful lives of 2 to 10 years
based on the pattern of expected future economic
benefit, which approximates a straight-line basis over
the useful lives of the assets. The fair value of the
acquired identifiable intangible assets of $76.6
million was estimated using the income approach
(discounted cash flow and relief from royalty
methods) and cost approach. The fair values and
useful lives of the identified intangible assets were
primarily determined using forecasted cash flows,
which included estimates for certain assumptions
such as revenues, expenses, attrition rates, and
royalty rates. The estimated fair value of identifiable
intangible assets acquired in the acquisitions and the
related estimated weighted average useful lives are
as follows:
Fair Value
(in millions)
Weighted Average
Useful Lives
Customer
relationships . . . . . . . .
$59.5
8.6 years
Covenants-not-to-
compete . . . . . . . . . . .
Current technology . . . .
Trade name . . . . . . . . . . .
2.9
13.0
1.2
2.8 years
5.0 years
2.0 years
Total acquired
identifiable
intangible assets . . .
$76.6
7.7 years
This fair value measurement is based on significant
inputs that are both observable (Level 2) and non-
observable (Level 3) in the market as defined in ASC
820. Key assumptions in the ProPay acquisition
include (a) cash flow projections based on market
participant and internal data, (b) a discount rate of
14.0% for the overall Company and a discount rate of
14.5% for the intangible assets, (c) a pre-tax royalty
rate of 1.0% for trade names and technology (d) an
attrition rate of 3.0%- 5.0%, (e) an effective tax rate of
39.0%, and (f) a terminal value based on a long-term
sustainable growth rate of 3.0%.
Key assumptions in the CPAY acquisition include
(a) cash flow projections based on market participant
and internal data, (b) a discount rate of 19.0% for the
overall company and a discount rate of 19.5% for the
intangible assets, (c) a pre-tax royalty rate of 1.0% for
trade names and technology (d) an attrition rate of
25.0%, (e) an effective tax rate of 39.0%, and (f) a
terminal value based on a long-term sustainable
growth rate of 3.0%.
In connection with these acquisitions, TSYS incurred
$1.3 million in acquisition-related costs primarily
related to professional legal, finance, and accounting
costs. These costs were expensed as incurred and are
included in selling, general, and administrative
expenses in the income statement for the year ended
December 31, 2012.
Other
On February 1, 2012, TSYS acquired contract-based
intangible assets in its Merchant Services segment for
$1.7 million. These intangible assets are being
amortized on a straight-line basis over their estimated
useful lives of five years which approximates their
usage.
Redeemable Noncontrolling Interest
The fair value of the noncontrolling interest in CPAY,
owned by a private company, was based on the
actual purchase price paid for the controlling interest
in CPAY. Next adjustments were made for lack of
control and lack of marketability that market
participants would consider when estimating the fair
value of the noncontrolling, non-marketable interest
in CPAY.
In connection with the acquisition of CPAY, the
Company is party to call and put arrangements with
respect to the membership units that represent the
remaining noncontrolling interest of CPAY. The call
arrangement is exercisable by TSYS and the put
arrangement is exercisable by the Seller. The put
arrangement is outside the control of the Company
by requiring the Company to purchase the Seller’s
entire equity interest in CPAY at a put price at fair
market value. The put arrangement is recorded on
the balance sheet and is classified as redeemable
noncontrolling interest outside of permanent equity.
The call and put arrangements for CPAY,
representing 40% of its total outstanding equity
interests, may be exercised at the discretion of TSYS
or the Seller on the second anniversary of the closing
and upon the recurrence of certain other specified
events.
The put option is not currently redeemable, but a
redemption is considered probable based upon the
63
passage of time of the second anniversary date. As
such, the Company has adopted the accounting
policy to accrete changes in the redemption value
over the period from the date of issuance to the
earliest redemption date, which the Company
believes to be two years. If the put option was
currently redeemable, the redemption value at
December 31, 2012 is estimated to be approximately
$39.5 million. The Company did not accrete any
changes to the redemption value as the balance at
December 31, 2012 exceeded the accretion fair value
amount.
2011
On May 2, 2011, TSYS completed its acquisition of all
of the outstanding common stock of TermNet, an
Atlanta-based merchant acquirer, for $42 million in
cash. TermNet provides merchant services to
qualified merchants serving a diverse merchant base
of over 18,000 merchants. The acquisition of
TermNet expands the Company’s presence in the
merchant acquiring industry. The results of
operations for TermNet have been included in the
Company’s results beginning May 2, 2011, and are
included in the Merchant Services segment. The
goodwill of $28.9 million recorded arises largely from
synergies and economies of scale expected to be
realized from combining the operations of TSYS and
TermNet. Goodwill recognized in the acquisition of
TermNet is not deductible for income tax purposes.
The following table summarizes the consideration
paid for TermNet and the recognized amounts of
identifiable assets acquired and liabilities assumed
effective May 2, 2011:
(in thousands)
Cash and restricted cash . . . . . . . . . . . . . . . $ 2,691
10,253
Accounts receivable, net . . . . . . . . . . . . . . .
1,516
Other assets . . . . . . . . . . . . . . . . . . . . . . . . .
11,740
Identifiable intangible assets . . . . . . . . . . . .
28,918
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,578)
Accounts payable . . . . . . . . . . . . . . . . . . . . .
(2,683)
Accrued compensation . . . . . . . . . . . . . . . . .
(4,506)
Deferred income tax liability . . . . . . . . . . . .
(351)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . .
Total consideration . . . . . . . . . . . . . . . . . . $42,000
The fair value of accounts receivable, accounts
payable, accrued compensation, and other liabilities
approximates the carrying amount of those assets
and liabilities at the acquisition date. The fair value of
accounts receivable due under agreements with
customers is $10.3 million. The gross amount due
64
under the agreements is $10.4 million, of which
approximately $100,000 is expected to be
uncollectible. Of the $42 million in consideration paid
for TermNet, $8.4 million was placed in escrow for a
period of 18 months to secure certain claims brought
against the escrowed consideration by TSYS pursuant
to the merger agreement. The maximum amount of
contingent consideration returnable to the Company
related to fundamental representations and
warranties made by TermNet is unlimited.
Identifiable intangible assets acquired in the TermNet
acquisition include customer relationships, channel
relationships, and non-compete agreements. The
identifiable intangible assets had no significant
estimated residual value. These intangible assets are
being amortized over their estimated useful lives of 2
to 10 years based on the pattern of expected future
economic benefit, which approximates a straight-line
basis over the useful lives of the assets. The fair value
of the acquired identifiable intangible assets of $11.7
million was estimated using the income approach
(discounted cash flow and relief from royalty
methods) and cost approach. The fair values and
useful lives of the identified intangible assets were
primarily determined using forecasted cash flows,
which included estimates for certain assumptions
such as revenues, expenses, attrition rates, and
royalty rates. The estimated fair value of identifiable
intangible assets acquired in the acquisition of
TermNet and the related estimated weighted
average useful lives are as follows:
Fair Value
(in millions)
Weighted Average
Useful Lives
Customer
relationships . . . . . . . .
Channel relationships . .
Covenants-not-to-
$10.0
1.6
7.0 years
10.0 years
compete . . . . . . . . . . .
0.1
2.0 years
Total acquired
identifiable
intangible assets . . .
$11.7
7.3 years
The fair value measurement of the identifiable
intangible assets is based on significant inputs that are
not observable in the market and therefore,
represents a Level 3 measurement as defined in ASC
820. Key assumptions include (a) cash flow projections
based on market participant and internal data, (b) a
discount rate of 14%, (c) a pre-tax royalty rate range of
3-10%, (d) an attrition rate of 20%, (e) an effective tax
rate of 36%, and (f) a terminal value based on a long-
term sustainable growth rate of 3%.
In connection with the TermNet acquisition, TSYS
incurred $192,000 in acquisition-related costs
primarily related to professional legal, finance, and
accounting costs. These costs were expensed as
incurred and are included in selling, general, and
administrative expenses in the income statement for
2011.
The following table summarizes the consideration
paid for TMS and the amounts of the assets acquired
and liabilities assumed recognized on April 1, 2010
(the acquisition date), as well as the fair value at the
acquisition date of the noncontrolling interest in TMS.
TSYS assumed no liabilities in connection with the
acquisition.
Other
On October 1, 2011, TSYS acquired contract-based
intangible assets in its Merchant Services segment for
$2.6 million. These intangible assets are being
amortized on a straight-line basis over their estimated
useful lives of five years.
In May 2011, TSYS made a payment of $6.0 million of
contingent merger consideration in connection with
the purchase of Infonox, which was accounted for
under SFAS No. 141. The payment of the contingent
merger consideration by TSYS was recorded as
goodwill and had no impact on our results of
operations.
2010
On March 1, 2010, TSYS announced the signing of an
Investment Agreement with First National Bank of
Omaha (FNBO) to form a new joint venture company,
First National Merchant Solutions (FNMS). On
January 4, 2011, TSYS announced it had acquired the
remaining 49% interest in FNMS, effective January 1,
2011, from FNBO. The entity was rebranded as TSYS
Merchant Solutions (TMS).
TMS offers transaction processing, merchant support
and underwriting, and business and value-added
services, as well as Visa- and MasterCard-branded
prepaid cards for businesses of any size.
Under the terms of the Investment Agreement, TSYS
acquired 51% ownership of FNMS Holding, LLC
(FNMS Holding), which owned 100% of FNMS, for
approximately $150.5 million, while FNBO owned the
remaining 49%. The transaction closed on April 1,
2010.
The goodwill amount of $155.5 million arising from
the acquisition consists largely of economies of scale
expected to be realized from combining the
operations of TSYS and TMS. TMS is included within
the Merchant Services segment, and as such, all of
the goodwill was assigned to that segment. The
goodwill recognized is expected to be deductible for
income tax purposes.
(in thousands)
Consideration:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 150,450
Equity instruments . . . . . . . . . . . . . . . . . . .
—
Contingent consideration
arrangement . . . . . . . . . . . . . . . . . . . . . .
—
Fair value of total consideration
transferred . . . . . . . . . . . . . . . . . . . . . . .
Fair value of TSYS’ equity interest in TMS
held before the business
combination . . . . . . . . . . . . . . . . . . . . . .
150,450
—
$ 150,450
Acquisition-related costs (included in
selling, general, and administrative
expenses in TSYS’ income statement
for the twelve months ended
December 31, 2010)
. . . . . . . . . . . . . . . $
4,130
Recognized amounts of identifiable
assets acquired and liabilities
assumed:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Property and equipment . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities . . . . . . . . . . . . . . . . . . .
Liability arising from a contingency . . . . .
1,919
1,788
243
100,800
1,204
—
—
Total identifiable net assets . . . . . . . . .
Noncontrolling interest in TMS . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . .
105,954
(111,000)
155,496
$ 150,450
The Investment Agreement includes a contingent
right of TSYS to receive a return of consideration paid
(“contingently returnable consideration”) if certain
specified major customer contracts are terminated or
modified prior to the first anniversary of the closing,
which has since expired. Contingently returnable
consideration is recognized as an asset and measured
at fair value. Based upon the probability of outcomes,
TSYS determined the fair value of the contingently
returnable consideration would approximate zero.
The maximum amount of contingently returnable
consideration is not significant.
65
The fair value of the acquired identifiable intangible
assets of $100.8 million was estimated using the
income approach (discounted cash flow and relief
from royalty methods) and cost approach. At the time
of the acquisition, TSYS had identified certain
intangible assets that are expected to generate future
earnings for the Company: customer-related
intangible assets (such as customer lists), contract-
based intangible assets (such as referral agreements),
technology, and trademarks. The useful lives of the
identified intangible assets were primarily determined
by forecasted cash flows, which include estimates for
certain assumptions such as revenues, expenses,
attrition rates, and royalty rates. The useful lives of
these identified assets ranged from 3 to 10 years and
are being amortized on a straight-line basis based
upon their estimated pattern of economic benefit.
This fair value measurement is based on significant
inputs that are not observable in the market and thus
represents a Level 3 measurement as defined in
ASC 820. Key assumptions include (a) cash flow
projections based on market participant and internal
data, (b) a discount rate range of 4% to 14%, (c) a
royalty rate range of 1.5% to 7%, (d) an attrition rate
range of 10% to 30%, and (e) an effective tax rate of
approximately 36%.
The fair value of the noncontrolling interest in TMS,
owned by a private company, was estimated by
applying the income and market approaches. In
particular, a discounted cash flow method, a
guideline companies method, and a recent equity
transaction were employed. This fair value
measurement is based on significant inputs that are
both observable (Level 2) and non-observable
(Level 3) in the market as defined in ASC 820. Key
assumptions include (a) cash flow projections based
on market participant data and developed by
Company management, (b) a discount rate range of
12% to 14%, (c) a terminal value based on long-term
sustainable growth rates ranging between 3% and
5%, (d) an effective tax rate of approximately 36%,
(e) financial multiples of companies deemed to be
similar to TMS, and (f) adjustments because of the
lack of control or lack of marketability that market
participants would consider when estimating the fair
value of the noncontrolling interest in TMS.
With the acquisition of TMS on April 1, 2010, TSYS’
incremental revenue compared to the prior year
associated with acquisitions was $32.7 million and
$97.7 million for the years ended December 31, 2011
and 2010, respectively. For the years ended
December 31, 2011 and 2010, TSYS has included
approximately $4.2 million and $12.7 million,
respectively, in income netted against acquisition
related costs associated with TMS.
Pro forma Results of Operations
The pro forma revenue and earnings of TSYS’
acquisitions are not material to the consolidated
financial statements.
NOTE 25 Collaborative Arrangement
In January 2009, TSYS adopted the authoritative
guidance under ASC 808, “Collaborative
Arrangements.”
TSYS has a 45% ownership interest in an enterprise
jointly owned with two other entities which operates
aircraft for the owners’ internal use. The arrangement
allows each entity access to the aircraft and each
entity pays for its usage of the aircraft. Each quarter,
the net operating results of the enterprise are shared
among the owners based on their respective
ownership percentage.
TSYS records its usage of the aircraft and its share of
net operating results of the enterprise in selling,
general and administrative expenses.
66
NOTE 26 Earnings Per Share
The following table illustrates basic and diluted EPS under the guidance of ASC 260:
(in thousands, except per share data)
Basic EPS:
December 31, 2012
December 31, 2011
December 31, 2010
Common
Stock
Participating
Securities
Common
Stock
Participating
Securities
Common
Stock
Participating
Securities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $244,280
(800)
Less income allocated to nonvested awards . . . . . . . . . . . . . . . . . . . . . .
Net income allocated to common stock for EPS calculation(a) . . . . . $243,480
Average common shares outstanding(b) . . . . . . . . . . . . . . . . . . . . . . . . .
187,403
800
800
627
220,559
(805)
219,754
191,239
805
805
707
193,947
(959)
192,988
195,378
959
959
975
Basic EPS(a)/(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.30
1.28
1.15
1.14
0.99
0.98
Diluted EPS:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $244,280
(796)
Less income allocated to nonvested awards . . . . . . . . . . . . . . . . . . . . . .
Net income allocated to common stock for EPS calculation(c)
. . . . . $243,484
Average common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase due to assumed issuance of shares related to common
187,403
equivalent shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,262
Average common and common equivalent shares outstanding(d) . . . .
188,665
Diluted EPS(c)/(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.29
796
796
627
627
1.27
220,559
(804)
219,755
191,239
345
191,584
1.15
804
804
707
707
1.14
193,947
(959)
192,988
195,378
193
195,571
0.99
959
959
975
975
0.98
The diluted EPS calculation excludes stock options and nonvested awards that are convertible into 2.9 and 3.6 million common
shares for the years ended December 31, 2012 and 2011, respectively, and excludes 9.0 million common shares for the year ended
December 31, 2010, because their inclusion would have been anti-dilutive.
NOTE 27 Subsequent Events
On February 19, 2013, TSYS and NetSpend, a leading
provider of general purpose reloadable (GPR) prepaid debit
cards and related financial services to underbanked consumers
in the United States, announced that they entered into a
definitive agreement pursuant to which, upon the terms and
subject to the conditions set forth in the agreement, TSYS will
acquire NetSpend in an all cash transaction valued at
approximately $1.4 billion. Under terms of the agreement,
NetSpend shareholders will receive $16.00 in cash for each
share of NetSpend common stock. The Company intends to
finance the NetSpend acquisition with cash on hand and
approximately $1.3 billion of additional indebtedness. In
connection with the transaction, the Company entered into a
commitment letter with certain of its lenders to provide a
$1.2 billion bridge term loan facility to finance the NetSpend
acquisition to the extent the Company has not obtained
alternative financing before the closing of the transaction. The
transaction is currently expected to close in mid-2013 and is
subject to customary closing conditions, including approval by
NetSpend shareholders, and required regulatory approvals.
For additional information regarding the transaction, see
TSYS’ Current Report on Form 8-K filed on February 19, 2013,
which includes the press release announcing the NetSpend
acquisition, the merger agreement for the transaction, and the
commitment letter for the bridge term loan facility. There can
be no assurance that the proposed acquisition will be
completed, or if it is completed, that the expected benefits of
the transaction will be realized.
Management performed an evaluation of the Company’s
activities through February 26, 2013, the issuance date of
these financial statements, and has concluded that other than
as set forth above, there are no significant subsequent events
requiring disclosure.
67
Report of Independent Registered Public Accounting Firm
The Board of Directors
Total System Services, Inc.:
We have audited the accompanying consolidated balance sheets of Total System Services, Inc. and subsidiaries
(the Company) as of December 31, 2012 and 2011, and the related consolidated statements of income,
comprehensive income, cash flows and equity for each of the years in the three-year period ended December 31,
2012. We also have audited the Company’s internal control over financial reporting as of December 31, 2012,
based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these
consolidated financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on these consolidated financial statements and an opinion on the Company’s internal control over financial
reporting 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 audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our audits of the consolidated financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audits of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Total System Services, Inc. and subsidiaries as of December 31, 2012 and 2011, and the
results of their operations and their cash flows for each of the years in the three-year period ended December 31,
2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Total System
Services, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Atlanta, Georgia
February 26, 2013
68
Management’s Report on Internal Control Over Financial
Reporting
The management of Total System Services, Inc. (the Company) is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934. The Company maintains accounting and internal control systems which are intended to provide
reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, transactions
are executed in accordance with management’s authorization and accounting records are reliable for preparing
financial statements in accordance with accounting principles generally accepted in the United States.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of its inherent limitations. Internal control over financial reporting is a process that involves
human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the process safeguards
to reduce, though not eliminate, risk.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated
Framework.
Based on our assessment management believes that, as of December 31, 2012, the Company’s internal control
over financial reporting is effective based on those criteria.
KPMG LLP, the independent registered public accounting firm who audited the Company’s consolidated financial
statements, has issued an attestation report on the effectiveness of internal control over financial reporting as of
December 31, 2012 that appears on the preceding page.
Philip W. Tomlinson
Chairman of the Board &
Chief Executive Officer
James B. Lipham
Senior Executive Vice President &
Chief Financial Officer
69
Quarterly Financial Data (Unaudited), Stock Price, Dividend
Information
TSYS’ common stock trades on the New York Stock Exchange (NYSE) under the symbol “TSS.” Price and volume
information appears under the abbreviation “TotlSysSvc” in NYSE daily stock quotation listings. As of
February 20, 2013, there were 24,813 holders of record of TSYS common stock, some of whom are holders in
nominee name for the benefit of different shareholders.
The fourth quarter dividend of $0.10 per share was declared on December 3, 2012, and was paid December 26,
2012, to shareholders of record on December 17, 2012. Total dividends declared in 2012 and in 2011 amounted
to $59.2 million and $59.2 million, respectively. It is the present intention of the Board of Directors of TSYS to
continue to pay cash dividends on its common stock.
Presented here is a summary of the unaudited quarterly financial data for the years ended December 31, 2012
and 2011.
(in thousands, except per share data)
2012 Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to TSYS common shareholders . . . . . . . . . . .
Basic earnings per share attributable to TSYS common
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$461,162
84,831
56,395
462,651
92,096
66,710
468,059
90,893
60,312
479,100
89,831
60,862
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.30
0.35
0.32
0.33
Diluted earnings per share attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock prices:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to TSYS common shareholders . . . . . . . . . . . . . .
Basic earnings per share attributable to TSYS common shareholders . . . .
Diluted earnings per share attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock prices:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.30
0.10
23.18
19.40
23.07
0.35
0.10
21.88
23.93
23.93
0.32
0.10
22.64
24.39
23.70
0.32
0.10
24.19
21.23
21.42
$ 429,430
73,028
48,790
0.25
447,555
78,530
53,747
0.28
459,747
81,180
58,148
0.30
472,234
89,718
59,874
0.31
0.25
0.07
18.16
17.99
18.02
0.28
0.07
18.64
18.36
18.58
0.30
0.07
17.25
16.86
16.93
0.31
0.10
19.71
19.54
19.56
2011
70
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative shareholder return on TSYS stock with
the cumulative total return of the Standard & Poor’s 500 Index and the Standard & Poor’s Systems Software Index
for the last five fiscal years (assuming a $100 investment on December 31, 2007 and reinvestment of all
dividends).
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among TSYS, the S&P 500 Index, and the S&P Systems Software Index
$120
$100
$80
$60
$40
$20
$0
12/07
12/08
12/09
12/10
12/11
12/12
TSYS
S&P 500
S&P Systems Software
TSYS
S&P 500
S&P SS
2007
2008
2009
2010
2011
2012
$100.00 $50.75 $63.80 $57.90 $74.89 $ 83.44
$100.00 $63.00 $79.67 $91.67 $93.61 $108.59
$100.00 $62.46 $94.36 $98.89 $89.05 $102.60
71
f i n a n c i a l i n f o r m a t i o n
(dollars in thousands)
$
1
,
6
7
7
,
4
8
3
$
1
,
7
1
7
,
5
7
7
$
1
,
8
0
8
,
9
6
6
$
1
,
8
7
0
,
9
7
2
$
3
4
4
,
0
2
6
$
3
0
9
,
4
2
9
$
3
2
2
,
4
5
6
$
3
5
7
,
6
5
2
$
2
1
5
,
2
1
3
$
1
9
3
,
9
4
7
$
2
2
0
,
5
5
9
$
2
4
4
,
2
8
0
09
10
11
12
09
10
11
12
09
10
11
12
Total revenues
Operating income
Net income attributable to
TSYS common shareholders
ABove: The IBM 360 was installed to modernize and automate
the payment system, which later allowed for the remote
transmission of information and made the concept of
“outsourcing” transaction processing possible. (1966)
RIghT: An ATM known as “Constant Banker” supported one of
the first forms of debit. (1972)
(dollars in thousands, except per share data)
2012
2011
% Change
Total revenues
Operating income
$1,870,972
1,808,966
3.4
357,652
322,456
10.9
Net income attributable to TSYS common shareholders
244,280
220,559
10.8
Basic earnings per share attributable to TSYS common shareholders
Diluted earnings per share attributable to TSYS common shareholders
Return on average shareholder equity
Operating margin
Net profit margin
1.30
1.29
17.9%
19.1%
13.4%
1.15
13.1
1.15
12.5
17.4%
17.8%
12.3%
s h a r e h o l d e r i n f o r m a t i o n
Corporate Headquarters
TSYS
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
www.tsys.com
+1.706.649.2310
Stock Trading Information
TSYS common stock is traded as “TSS” on the New York Stock
Exchange (NYSE). Price and volume information appear
under the abbreviation “TotlSysSvc” in NYSE daily stock
quotation listings.
Dividend Reinvestment and Direct Stock
Purchase Plan
The TSYS Dividend Reinvestment and Direct Stock Purchase
Plan (“Plan”) provides a comprehensive package of services
designed to make investing in TSYS stock easy, convenient
and more affordable. You may request information about
the Plan over the phone at +1.877.833.6707.
New Investors
You can join the Plan by making an initial investment of
at least $250.
TSYS Shareholders
You can participate by submitting a completed enrollment
form. If your shares are held in a brokerage account, you
must first register some or all of your shares in your name.
Dividend Reinvestment
You can invest all or a part of your cash dividends to
accumulate more shares without paying fees.
o n l i n e a c c e s s
Optional Cash Investments
You can purchase additional shares by investing between
$50 at any one time and $250,000 in total per calendar
year. If you wish, we can withdraw funds automatically
from your bank account each month to purchase shares.
Purchases are made weekly, or more often if volume
dictates. Fees are lower than those typically charged
by the financial services industry.
Safekeeping
You can deposit your certificates with us for safekeeping
at no cost to you. You can request a certificate any time
at no cost.
Gifts and Transfers of Shares
You can make gifts or transfers to others.
Contact American Stock Transfer & Trust Company, LLC
at +1.877.833.6707 or your brokerage firm
for more information.
Sale of Shares
You can sell some or all of your shares when you choose
at fees lower than those typically charged by the financial
services industry. Shares are sold weekly, or more often
if volume dictates.
Form 10-K
A copy of the company’s 2012 Annual Report on Form 10-K,
filed with the Securities and Exchange Commission, is
available at no charge upon written request to Investor
Relations at the address below:
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
ir@tsys.com
Annual Shareholders’ Meeting
The Annual Meeting of Shareholders will be held
on April 30, 2013 at 10 a.m. ET at the TSYS Riverfront
Campus Auditorium in Columbus, Georgia.
Independent Auditors
KPMG LLP, Atlanta, Georgia
Investor Relations
Analysts, investors and others seeking additional
information not available at tsys.com should contact:
Shawn Roberts
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
+1.706.644.6081
shawnroberts@tsys.com
Current shareholders requiring
assistance should contact:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
+1.877.833.6707
www.amstock.com
Online Services at tsys.com
You can purchase your initial shares online at tsys.com. TSYS makes it easy and convenient to get current information on your shareholder account any time.
Philip W. Tomlinson
Chairman of the Board & Chief Executive Officer
You will have access to:
• View account status
• Purchase or sell shares
• View book-entry information
• Request certificate issuance
• Establish or change your PIN
• View payment history for dividends
• Make address changes
• Obtain a duplicate 1099 tax form
• Request a dividend check replacement
• Receive annual meeting materials electronically
Cautionary language regarding forward-looking statements:
This annual report to shareholders contains forward-looking statements, which by their nature involve risks and uncertainties. Please refer to TSYS’ Annual Report on Form 10-K filed with
the Securities and Exchange Commission for information concerning forward-looking statements, under the caption “Safe Harbor Statement,” and for a description of certain factors that
may cause actual results to differ from goals referred to in this report or contemplated by such statements.
© 2013 Total System Services, Inc.® All rights reserved worldwide. Total System Services, Inc. and TSYS® are federally registered service marks of Total System Services, Inc., in the United
States. Total System Services, Inc., and its affiliates own a number of service marks that are registered in the United States and in other countries. All other products and company names
are trademarks of their respective companies.
2 0 1 2 | T S Y S A n n u a l R e p o r t
About TSYS
At TSYS, (NYSE: TSS), we believe payments should revolve around people, not the other way around.SM
We call this belief “People-Centered Payments.SM” By putting people at the center of every decision we
make, with unmatched customer service and industry insight, TSYS is able to support financial institutions,
businesses and governments in more than 80 countries. Offering merchant payment-acceptance solutions
as well as services in credit, debit, prepaid, mobile, chip, healthcare and more, we make it possible for those
in the global marketplace to conduct safe and secure electronic transactions with trust and convenience.
TSYS’ headquarters are located in Columbus, Georgia, with local offices spread across the Americas,
EMEA and Asia-Pacific. TSYS provides services to more than half of the top 20 international banks, and
has been named one of the 2013 World’s Most Ethical Companies by Ethisphere. For more information,
please visit us at www.tsys.com.
2
0
1
2
Looking Back. Moving Forward.
For the second year in a row, TSYS was named one
of the 2013 World’s Most Ethical Companies by
Ethisphere, a global ethics think tank.
NYSE: TSS
TSYS®
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
+1.706.649.2310
www.tsys.com
Our story
begins with people.
p
e
o
p
l
e
Young, bold, innovative bankers
were empowered by CB&T
leadership to create a unique
bankcard processing system to
streamline processes and create
efficiencies. (1970s)
This year, TSYS® celebrates 30 years as a publicly
held company.
But our story actually began in 1959, when several
young, innovative and forward-thinking leaders at
Columbus Bank and Trust (CB&T) took a risk and created
the prototype for what would become a global payments
provider — TSYS.
By introducing one of the first bank charge cards in
the United States at a time before companies like Visa®
and MasterCard® were household names, the TSYS team
embarked on a lifelong commitment to customer service,
progress and bold thinking.
This event was the catalyst that ultimately launched one
of the world’s premier payment services companies — one
that puts people at the center of payments every day. Many
things at TSYS have changed over the past 30 years, but
some remain steadfast: our commitment to accomplishing
great things through our people, thinking creatively and
proactively to meet customers’ needs, and providing
strong relationships and high-touch customer service.
These principles have guided how we’ve done
business for 30 years, and they’ll continue to
guide us for the next 30 years — and beyond.