0000721683-06-000001.txt : 20060117 0000721683-06-000001.hdr.sgml : 20060116 20060117172246 ACCESSION NUMBER: 0000721683-06-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20060117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060117 DATE AS OF CHANGE: 20060117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SYSTEM SERVICES INC CENTRAL INDEX KEY: 0000721683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 581493818 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10254 FILM NUMBER: 06533825 BUSINESS ADDRESS: STREET 1: 1600 FIRST AVENUE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: 1600 FIRST AVENUE CITY: COLUMBUS STATE: GA ZIP: 31901 8-K 1 jan06.htm FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

January 17, 2006

Date of Report

(Date of Earliest Event Reported)

Total System Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia
(State of Incorporation)

1-10254
(Commission File Number)

58-1493818
(IRS Employer Identification No.)

1600 First Avenue, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2267

(Registrant's telephone number, including area code)

________________________________________________

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

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

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

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

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

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

Item 1.01	Entry into a Material Definitive Agreement.
	On January 17, 2006, the Compensation Committee of the Board of Directors of Total System Services, Inc. (“Registrant”) adopted the form of Stock Option Agreement and the form of Restricted Stock Award Agreement to be used by Registrant in connection with future option and restricted stock award grants made pursuant to the Total System Services, Inc. 2002 Long-Term Incentive Plan and the Synovus Financial Corp. 2002 Long-Term Incentive Plan, in which executive officers of Registrant participate. The form of agreements are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated by reference herein. The Total System Services, Inc. 2002 Long-Term Incentive Plan and the Synovus Financial Corp. 2002 Long-Term Incentive Plan are filed as Exhibits 10.2 and 10.3, respectively, to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001. On January 17, 2006, the Compensation Committee of the Board of Directors of Registrant approved the annual base salaries of Registrant’s named executive officers for the 2006 proxy statement after a review of competitive market data. The following table sets forth the 2006 annual base salary levels of Registrant’s named executive officers:

	Name	Position	Base Salary
	Philip W. Tomlinson	Chairman of the Board and Chief Executive Officer	$	652,000
	M. Troy Woods	President and Chief Operating Officer	$	458,000
	William A. Pruett	Senior Executive Vice President	$	396,000
	Kenneth L. Tye	Senior Executive Vice President and Chief Information Officer	$	375,000
	James B. Lipham	Senior Executive Vice President and Chief Financial Officer	$	332,500

Item 2.02	Results of Operations and Financial Condition.
	On January 17, 2006, Registrant issued a press release and will hold an investor call and webcast on January 18, 2006 to disclose financial results for the year ended December 31, 2005. The press release and Supplemental Information for use at this investor call are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. This information shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.

Item 7.01	Regulation FD Disclosure. See Item 2.02 above.

Item 9.01	Financial Statements and Exhibits.

	(c)	Exhibits
	Exhibit No.	Description
	10.1	Form of Stock Option Agreement for the Total System Services, Inc. 2002 Long-Term Incentive Plan
	10.2	Form of Restricted Stock Award Agreement for the Total System Services, Inc. 2002 Long-Term Incentive Plan
	10.3	Form of Stock Option Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan
	10.4	Form of Restricted Stock Award Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan
	99.1	Registrant's press release dated January 17, 2006
	99.2	Supplemental Information prepared for use with the press release

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

	TOTAL SYSTEM SERVICES, INC. ("Registrant")

Dated: January 17, 2006	By:/s/ Kathleen Moates Kathleen Moates Senior Deputy General Counsel

EX-10.1 2 exhibit101.htm FORM OF STOCK OPTION AGREEMENT FOR THE TSYS 2002 LONG-TERM INCENTIVE PLAN

Exhibit 10.1

	TOTAL SYSTEM SERVICES, INC.
		STOCK OPTION AGREEMENT

[DATE]

THIS AGREEMENT ("Agreement"), dated as of the ____ day of ___________, 2006, by and between TOTAL SYSTEM SERVICES, INC. (the "Company"), a Georgia corporation having its principal office at 1600 First Avenue, Columbus, Georgia, and ___________________________ (the "Option Holder"), an employee of the Company or a Subsidiary of the Company.

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has adopted the Total System Services, Inc. 2002 Long-Term Incentive Plan (the "Plan"); and

WHEREAS, the Company recognizes the value to it of the services of the Option Holder and intends to provide the Option Holder with added incentive and inducement to contribute to the success of the Company; and

WHEREAS, the Company recognizes the potential benefits of providing employees the opportunity to acquire an equity interest in the Company and to more closely align the personal interests of employees with those of other shareholders; and

WHEREAS, effective _____________, ____, pursuant to the Plan, the Compensation Committee of the Board of Directors of the Company: (a) granted to the Option Holder, pursuant to Section 6 of the Plan, an Option in respect of the number of shares herein below set forth, (b) designated the Option a Non-Qualified Stock Option, and (c) fixed and determined the Option price and exercise and termination dates as set forth below.

NOW THEREFORE, in consideration of the mutual promises and representations herein contained and other good and valuable consideration, it is agreed by and between the parties hereto as follows:

1. The terms, provisions and definitions of the Plan are incorporated by reference and made a part hereof. All capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan except where otherwise noted.

2. Subject to and in accordance with the provisions of the Plan, the Company hereby grants to the Option Holder a Non-Qualified Stock Option to purchase, on the terms and subject to the conditions hereinafter set forth, all or any part of an aggregate of ____ shares of the Common Stock ($.10 par value) of the Company at the purchase price of $_____ per share, exercisable in the amounts and at the times set forth in this Paragraph 2, unless the Compensation Committee, in its sole and exclusive discretion, shall authorize the Option Holder to exercise all or part of the Option at an earlier date.

The Option may be exercised on or after _____________, 200__, as provided in the Plan.

[OR]

The Option may be exercised in accordance with the following schedule as provided in the Plan:

	If employment		Percentage of
continues through		Option Exercisable

_____________, 2000__

____%

[or]

_____________, 2000__

____%

[or]

_____________, 2000__

____%

[In addition, the Option may be exercised in the event Option Holder’s employment with Company terminates after Option Holder has attained age 62 (or greater) with 15 or more years of service.]

Unless sooner terminated as provided in the Plan or in this Agreement, the Option shall terminate, and all rights of the Option Holder hereunder shall expire on ____________, 20___. In no event may the Option be exercised after ___________, 20___.

3. The Option or any part thereof, may, to the extent that it is exercisable, be exercised in the manner provided in the Plan. Payment of the aggregate Option price for the number of shares purchased and any withholding taxes shall be made in the manner provided in the Plan.

4. The Option or any part thereof may be exercised during the lifetime of the Option Holder only by the Option Holder and only while the Option Holder is in the employ of the Company, except as otherwise provided in the Plan.

5. Unless otherwise designated by the Compensation Committee, the Option shall not be transferred, assigned, pledged or hypothecated in any way. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of a nontransferable Option or any right or privilege confirmed hereby contrary to the provisions hereof, the Option and the rights and privileges confirmed hereby shall immediately become null and void.

6. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Company’s Stock, any necessary adjustment shall be made in accordance with the provisions of Section 4 of the Plan.

7. In the event of a Change of Control (as defined in Section 11 of the Plan), the provisions of Section 11 of the Plan shall apply.

8. Any notice to be given to the Company shall be addressed to the President of the Company at 1600 First Avenue, Columbus, Georgia 31901.

9. Nothing herein contained shall affect the right of the Option Holder to participate in and receive benefits under and in accordance with the provisions of any pension, insurance or other benefit plan or program of the Company as in effect from time to time and for which the Option Holder is eligible.

10. Nothing herein contained shall affect the right of the Company, subject to the terms of any written contractual arrangement to the contrary, to terminate the Option Holder’s employment at any time for any reason whatsoever.

11. This Agreement shall be binding upon and inure to the benefit of the Option Holder, his personal representatives, heirs legatees, but neither this Agreement nor any rights hereunder shall be assignable or otherwise transferable by the Option Holder except as expressly set forth in this Agreement or in the Plan.

Company has issued the Option with foregoing the terms and conditions in accordance with the provisions of the Plan. You will be deemed to have agreed to the foregoing terms and conditions of the Option, unless you object by notifying the Synovus Compensation Department within 30 days after your receipt of this Agreement.

EX-10.2 3 exhibit102.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE TSYS 2002 LONG-TERM INCENTIVE PLAN

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of _____________________, 200__, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Corporation”), and ______________________________ (“Executive”).

WHEREAS, Executive has been awarded _______ fully paid and non-assessable shares of the Common Stock of the Corporation, par value $0.10 per share (“Restricted Shares”), pursuant to the terms and conditions of the Corporation’s 2002 Long-Term Incentive Plan (“Plan”) and this Agreement; and

WHEREAS, the Restricted Shares will be held in an account at Mellon Investor Services, LLC (“Mellon”) for Executive until the shares become transferable and non-forfeitable in accordance with the terms and conditions of the Plan and this Agreement.

NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions:

1.	Transfer of Shares; Custody of Restricted Shares

The Corporation hereby transfers the Restricted Shares to Executive subject to the terms and conditions set forth in the Plan and in this Agreement. Effective upon the date of such transfer, Executive will be the holder of record of the Restricted Shares and will have all rights of a shareholder with respect to such shares (including the right to vote such shares at any meeting at which the holders of the Corporation's Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares), subject only to the terms and conditions set forth in the Plan and in this Agreement. The Restricted Shares will be held in an account for Executive at Mellon, who will hold the shares in accordance with the terms and conditions set forth in the Plan and in this Agreement.

2.	Restriction Against Transfer

Neither the Restricted Shares nor any interest in the Restricted Shares may be sold, assigned, transferred, pledged or hypothecated or otherwise be disposed of or encumbered except at the time(s) and under the circumstances specifically permitted or required by this Agreement including, but not limited to, any pledge of the Restricted Shares. In the event of any attempt to effect any action in contravention of the next preceding sentence, then, any provision of this Agreement to the contrary notwithstanding, such Restricted Shares shall thereupon be forfeited to the Corporation.

3.	Forfeiture Condition

Any Restricted Shares which do not vest pursuant to the provisions of Section 4 below will be forfeited to the Corporation unless the Corporation’s Compensation Committee in its sole discretion determines otherwise, as more fully provided in Section 4 below.

4.	Vesting of Restricted Shares

(a) Vesting Conditions. If Executive remains in the continuous employ of the Corporation or a Subsidiary of Synovus Financial Corp. or the Corporation through the date(s) indicated in Column I below, the Restricted Shares will become non-forfeitable (i.e., "vest") to the extent indicated in Column II below:

		(I)			(II)
	If employment			the % of the Restricted
continues through			then	Shares which vests is

____________, 200__

100%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any Restricted Shares which are not vested on the date of Executive’s termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

(b) Effect of Voluntary Termination or Termination for Cause or Suicide. If Executive’s employment with the Corporation and its Subsidiaries is terminated: (i) by Executive voluntarily or (ii) by the Corporation or a Subsidiary for Cause or (iii) by Executive’s death due to suicide before all Restricted Shares vest pursuant to the provisions of paragraph 4(a) above, then any Restricted Shares which are not vested at the time of such termination will be forfeited to the Corporation on the date of such termination, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.

(c) Effect of Death (Other Than by Suicide) or Disability. If Executive’s employment with the Corporation and its Subsidiaries terminates by reason of Executive’s death (other than by suicide) or Disability, then any Restricted Shares which are not vested at the time of such termination will become vested automatically.

(d) Effect of Retirement or Leave of Absence. If Executive’s employment with the Corporation and its Subsidiaries is terminated by reason of Executive’s Retirement, Executive will receive the Restricted Shares that are vested on the date of Executive’s Retirement. Any Restricted Shares which are not vested on the date of Executive’s Retirement will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise. A leave of absence which is approved in writing by the Compensation Committee with specific reference to this Agreement will not be considered a termination of Executive’s employment with the Corporation and its subsidiaries for purposes of this Section 4 or any other provision of this Agreement.

(e) No Forfeiture of Vested Shares. Any Restricted Share which vests pursuant to the preceding provisions of this Section 4 will not thereafter be forfeited. As soon as practicable after any Restricted Shares vest pursuant to the preceding provisions of this Section 4, Mellon will transfer or deliver such shares to Executive free of any restrictions imposed pursuant to the terms and conditions set forth in this Agreement, but not necessarily free of restrictions imposed by applicable securities laws.

5.	Effect of Forfeiture

Any Restricted Shares which are forfeited to the Corporation pursuant to any provision of this Agreement will be surrendered and such shares will thereupon be canceled. All of Executive’s rights and interests in and to such shares (including the purchase price, if any, paid for such shares) will terminate upon such forfeiture without any payment of consideration by the Corporation, unless otherwise determined by the Committee.

6.	General Provisions

(a) Administration, Interpretation and Construction. The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Executive and on anyone claiming under or through the Corporation or Executive. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the Restricted Shares to be forfeited pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of Restricted Shares, Executive irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement.

(b) Withholding. The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in

connection with this Agreement, including, without limitation, taxes in connection with the transfer of Restricted Shares or the lapse of restrictions on Restricted Shares. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on Restricted Shares not to lapse.

(c) Rights Not Assignable or Transferable. No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Executive’s rights under this Agreement will be exercisable during Executive’s lifetime only by Executive or by Executive’s guardian or legal representative.

(d) Terms and Conditions Binding. The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Executive, Executive’s heirs, devisees and legal representatives. In addition, the terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of Mellon and its successors and assigns.

(e) No Employment Rights. No provision of this Agreement or the Plan will be deemed to confer upon Executive any right to continue in the employ of the Corporation or a Subsidiary or will in any way affect the right of the Corporation or a Subsidiary to dismiss or otherwise terminate Executive’s employment at any time for any reason with or without cause, or will be construed to impose upon the Corporation or a Subsidiary any liability for any forfeiture of Restricted Shares which may result under this Agreement if Executive’s employment is so terminated.

(f) No Liability for Good Faith Business Acts or Omissions. Executive recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the Restricted Shares from vesting. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for any forfeiture of Restricted Shares that may result, directly or indirectly, from any such action or omission.

(g) Recapitalization. In the event that Executive receives, with respect to Restricted Shares, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Executive will likewise be held by Mellon and be subject to the terms and conditions set forth in this Agreement and will be included in the term "Restricted Shares."

(h) Appointment of Agent. By accepting the transfer of Restricted Shares, Executive irrevocably nominates, constitutes, and appoints Mellon as Executive’s agent for purposes of surrendering or transferring the Restricted Shares to the Corporation upon any forfeiture required or

authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Executive’s death. In addition, it is intended as a durable power and will survive Executive’s disability.

(i) Legal Representative. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to Executive’s heirs or devises.

(j) Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

(k) Plan Governs. The Restricted Shares are being transferred to Executive pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded.

(l) Complete Agreement. This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference.

(m) Amendment; Modification; Waiver. No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Executive and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

(n) Governing Law. The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.

The Corporation has issued the Restricted Shares in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Executive hereby agrees to the foregoing terms and conditions of the Restricted Shares.

IN WITNESS WHEREOF, Executive has set Executive’s hand and seal, effective as of the date and year set forth above.

(L.S.)

EX-10.3 4 exhibit103.htm FORM OF STOCK OPTION AGREEMENT FOR THE SYNOVUS 2002 LONG-TERM INCENTIVE PLAN

Exhibit 10.3

		SYNOVUS FINANCIAL CORP.
	STOCK OPTION AGREEMENT

[DATE]

THIS AGREEMENT ("Agreement"), dated as of the ___ day of _____________, 200__, by and between SYNOVUS FINANCIAL CORP. (the "Company"), a Georgia corporation having its principal office at 1111 Bay Avenue, Suite 500, Columbus, Georgia, and ___________________________ (the "Option Holder"), an employee of the Company or a Subsidiary of the Company.

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has adopted the Synovus Financial Corp. 2002 Employee Long-Term Incentive Plan (the "Plan"); and

WHEREAS, effective _____________, pursuant to the Plan, the Compensation Committee of the Board of Directors of the Company: (a) granted to the Option Holder, pursuant to Section 6 of the Plan, an Option in respect of the number of shares herein below set forth, (b) designated the Option a Non-Qualified Stock Option, and (c) fixed and determined the Option price and exercise and termination dates as set forth below.

NOW THEREFORE, in consideration of the mutual promises and representations herein contained and other good and valuable consideration, it is agreed by and between the parties hereto as follows:

2. Subject to and in accordance with the provisions of the Plan, the Company hereby grants to the Option Holder a Non-Qualified Stock Option to purchase, on the terms and subject to the conditions hereinafter set forth, all or any part of an aggregate of NUMBER OF OPTIONS shares of the Common Stock ($1.00 par value) of the Company at the purchase price of $____ per share, exercisable in the amounts and at the times set forth in this Paragraph 2, unless the Compensation Committee, in its sole and exclusive discretion, shall authorize the Option Holder to exercise all or part of the Option at an earlier date.

The Option may be exercised on or after ______________, as provided in the Plan.

[OR]

The Option may be exercised in accordance with the following schedule as provided in the Plan:

	If employment		Percentage of
continues through		Option Exercisable

_____________, 2000__

____%

[or]

_____________, 2000__

____%

[or]

_____________, 2000__

____%

[In addition, the Option may be exercised in the event Option Holder’s employment with Company terminates after Option Holder has attained age 62 (or greater) with 15 or more years of service.]

Unless sooner terminated as provided in the Plan or in this Agreement, the Option shall terminate, and all rights of the Option Holder hereunder shall expire on _____________. In no event may the Option be exercised after _____________.

7. In the event of a Change of Control (as defined in Section 11 of the Plan), the provisions of Section 11 of the Plan shall apply.

8. Any notice to be given to the Company shall be addressed to the President of the Company at 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901.

EX-10.4 5 exhibit104.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE SYNOVUS 2002 LONG-TERM INCENTIVE PLAN

Exhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of _____________________, 200__, by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and ______________________________ (“Executive”).

WHEREAS, Executive has been awarded _______ fully paid and non-assessable shares of the Common Stock of the Corporation, par value $1.00 per share (“Restricted Shares”), pursuant to the terms and conditions of the Corporation’s 2002 Long-Term Incentive Plan (“Plan”) and this Agreement; and

NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions:

1.	Transfer of Shares; Custody of Restricted Shares

2.	Restriction Against Transfer

3.	Forfeiture Condition

4.	Vesting of Restricted Shares

(a) Vesting Conditions. If Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through the date(s) indicated in Column I below, the Restricted Shares will become non-forfeitable (i.e., "vest") to the extent indicated in Column II below:

		(I)			(II)
	If employment			the % of the Restricted
continues through			then	Shares which vests is

____________, 200__

100%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

[or]

____________, 200__

___%

5.	Effect of Forfeiture

6.	General Provisions

IN WITNESS WHEREOF, Executive has set Executive’s hand and seal, effective as of the date and year set forth above.

(L.S.)

EX-99.1 6 newsrelease.htm TSYS NEWS RELEASE

EXHIBIT 99.1

For Immediate Release

Contacts:

James B. Lipham

Chief Financial Officer

+1.706.649.2262

Shawn Roberts

TSYS Investor Relations

+1.706.644.6081

shawnroberts@tsys.com

TSYS Reports 29% Increase in Net Income for 2005

Record Revenue and Earnings Results

Columbus, Ga., January 17, 2006 — TSYS® today announced record annual results with revenues of $1.6 billion and fourth quarter results that exceeded the Company’s forecast.

“We are excited that we exceeded our expectations for the year, even after raising our forecast twice during 2005,” says Philip W. Tomlinson, chief executive officer of TSYS. “The financial strength for the year was driven by the conversion of J.P. Morgan Chase & Co., stronger than expected earnings growth at Vital Processing Services, good growth in our value-added products and effective cross-selling of products and services. Our revenue and earnings growth for 2005 were accomplished by the hard work and dedication of our entire team. We are looking forward to another record year in 2006,” said Philip W. Tomlinson, chief executive officer of TSYS.

Full year 2005 Financial Highlights

	•	Total revenues increased 35%
	•	Earnings of $194.5 million up 29%
	•	Earnings per share of $0.99 up 29%
	•	Achieved double-digit net income growth for 21 out of the last 22 years

Below is a summary of the results for the fourth quarter and twelve months ended December 31, 2005, as compared to the same periods in 2004:

(dollars in millions, except earnings per share data)	Three Months Ended			Twelve Months Ended
	December 31,			December 31,
	2005	2004	Percent Change	2005	2004	Percent Change
Revenues Before Reimbursables	$336.2	249.9	34.5%	$1,289.8	956.6	34.8%
Total Revenues	420.7	307.2	37.0%	1,602.9	1,187.0	35.0%
Operating Income	72.1	58.8	22.7%	287.1	202.2	42.0%
Net Income	49.7	43.0	15.7%	194.5	150.6	29.2%
Basic EPS	0.25	0.22	15.4%	0.99	0.76	29.0%
Diluted EPS	0.25	0.22	15.6%	0.99	0.76	29.1%

— more —

TSYS Reports Results For 2005/Page 2 of 10

Highlights for the Fourth Quarter 2005

	•	Expanded global reach into China with a 34% equity interest in China UnionPay Data Co., Ltd.
	•	Extended TSYS’ processing relationships with Allied Irish Banks of Dublin, Ireland and Metavante of Milwaukee, Wisconsin
	•	Executed a long-term agreement with Toronto-Dominion Bank, of Toronto, Canada to provide a range of processing and support services for its consumer and commercial credit-card accounts
	•	Established TSYS Managed Services by integrating contact centers and customer-servicing operations of several subsidiary companies into a single special business unit.

“TSYS posted one of the strongest financial performances in its history in 2005, a year that included several milestone achievements. Unfortunately, the exceptional results have been somewhat overshadowed by news that Citigroup Sears and Bank of America intend to deconvert their consumer accounts in 2006. We believe our management team is deep with experience and has an exceptional support team that is unparalleled in our industry. This team will enable us to continue our momentum in 2006, and overcome any challenge facing us,” Tomlinson says.

“Our fundamentals continue to be strong, with more than 75 million accounts in the pipeline for conversion in 2006,” Tomlinson says. “TSYS delivers real competitive advantages in a dynamic marketplace driven by transaction growth and evolving point-of-sale technologies. We expect that our business will continue to grow domestically and abroad as we extend services to and generate revenue from new markets,” said Tomlinson.

TSYS expects its 2006 earnings will increase in the range of 21% - 23%, and is based on the following assumptions:

Total revenues will increase 5% - 7%

Accounts on file at the end of 2006 will be approximately 395 million to 405 million

Deconvert the Citigroup Sears portfolio as scheduled in May 2006

The deconversion of Bank of America’s consumer portfolio will occur as scheduled in October 2006, with a one-time contract-termination payment of approximately $69 million and an acceleration of amortization of approximately $7 million in contract-acquisition costs.

TSYS will defer revenues and costs associated with converting and servicing the Capital One portfolio. TSYS is in the process of completing the analysis of the accounting for the Capital One contract.

The expected results for 2006 also include the estimated impact of expensing the fair value of stock options beginning in 2006, as well as expenses associated with restricted stock awards, which are expected to replace stock options as TSYS’ primary method of equity-based compensation. The incremental (as compared to 2005) after-tax expense for both options and restricted stock awards in 2006 is estimated at $5.8 million, which represents approximately $0.03 per diluted share, or 3% of reported 2005 diluted earnings per share.

In other business, the TSYS Board of Directors has elected Philip W. Tomlinson as chairman, to succeed Richard W. Ussery, who will continue to serve as a director.

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TSYS Reports Results For 2005/Page 3 of 10

Conference Call

TSYS will host its quarterly conference call at 8:30 a.m. EST, January 18, 2006. The conference call can be accessed via simultaneous Internet broadcast at www.tsys.com by clicking on the “Conference Call” icon on the homepage. The replay will be archived for twelve months and will be available approximately 30 minutes after the completion of the call.

About TSYS

TSYS (www.tsys.com) is one of the world’s largest companies for outsourced payment services, offering a broad range of issuer- and acquirer-processing technologies that support consumer-finance, credit, debit and prepaid services for financial institutions and retail companies in North America, Europe and the Asia-Pacific. Based in Columbus, Ga., TSYS (NYSE: TSS) is 80-percent held by Synovus Financial Corp. (NYSE: SNV), one of FORTUNE magazine’s “Most Admired Companies” and a member of its “100 Best Companies to Work For” Hall of Fame. For more information, contact news@tsys.com.

This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding TSYS’ expectation that it will deconvert Citigroup’s Sears and Bank of America’s consumer accounts in 2006; TSYS expectation that business will continue to grow domestically and abroad; the expected after-tax expense for both options and restricted stock awards in 2006; TSYS’ expected earnings growth for 2006; and the assumptions underlying such statements, including, with respect to TSYS’ expected increase in earnings for 2006, an increase in revenues of 5% to 7%, accounts on file at the end of 2006 will be approximately 395 million to 405 million, deconversion of the Citigroup Sears portfolio as scheduled in May 2006, deconversion of Bank of America’s consumer portfolio in October 2006 with a one-time termination payment of $69 million and an acceleration of amortization of approximately $7 million in contract-acquisition costs and TSYS will defer revenues and costs associated with converting and servicing the Capital One portfolio. These statements are based on the current beliefs and expectations of TSYS’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by our forward-looking statements in this press release. Many of these factors are beyond TSYS’ ability to control or predict. These factors include, but are not limited to, revenues that are lower than anticipated; Bank of America does not deconvert as anticipated and amortization of related contract acquisition costs is not accelerated as anticipated; accounts on file at the end of 2006 are lower than anticipated; TSYS incurs expenses associated with the signing of a significant client; internal growth rates for TSYS’ existing clients are lower than anticipated; TSYS does not convert and deconvert clients’ portfolios as scheduled; adverse developments with respect to foreign currency exchange rates; adverse developments with respect to entering into contracts with new clients and retaining current clients; the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients; TSYS is unable to control expenses and increase market share; adverse developments with respect to the credit card industry in general; TSYS is unable to successfully manage any impact from slowing economic conditions or consumer spending; the impact of

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TSYS Reports Results For 2005/Page 4 of 10

acquisitions, including their being more difficult to integrate than anticipated; the costs and effects of litigation, investigations or similar matters or adverse facts and developments relating thereto; the impact of the application of and/or changes in accounting principles; overall market conditions; no material breach of the security of any of our systems; and the impact on TSYS’ business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts. Additional factors that could cause actual results to differ materially from those contemplated in this release can be found in TSYS’ filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

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EX-99.2 7 exhibit992.htm SUPPLEMENTAL INFORMATION PREPARED FOR USE WITH THE PRESS RELEASE

EXHIBIT 99.2

TSYS Announces Earnings for 2005
Page 5 of 10
TSYS
Financial Highlights
(Unaudited)
(In thousands, except per share data)
		Three months ended					Twelve months ended
		December 31,					December 31,
				Percentage					Percentage
		2005	2004	Change			2005	2004	Change
Revenues
Electronic payment processing services	$	223,586	198,273	12.8	%	$	869,785	759,544	14.5	%
Merchant services		67,410	6,411	nm			237,418	26,169	nm
Other services		45,250	45,225	0.1			182,587	170,906	6.8
Revenues before reimbursables		336,246	249,909	34.5			1,289,790	956,619	34.8
Reimbursable items		84,489	57,248	47.6			313,141	230,389	35.9
Total revenues		420,735	307,157	37.0			1,602,931	1,187,008	35.0

Expenses
Employment expenses*		127,876	91,885	39.2			462,217	361,532	27.8
Net occupancy & equipment expenses*		71,185	56,210	26.6			283,955	240,425	18.1
Other operating expense*		65,040	43,009	51.2			256,489	152,448	68.2
Expenses before reimbursables		264,101	191,104	38.2			1,002,661	754,405	32.9
Reimbursable items		84,489	57,248	47.6			313,141	230,389	35.9
Total operating expenses		348,590	248,352	40.4			1,315,802	984,794	33.6

Operating Income		72,145	58,805	22.7			287,129	202,214	42.0

Other Income:
Interest income		2,123	1,147	85.0			6,012	2,856	110.5
Interest expense		(115)	(64)	79.1			(374)	(941)	(60.2)
(Loss) gain on foreign currency translation, net		(79)	117	(166.5)			(840)	162	nm
Other Income		1,929	1,200	60.7			4,798	2,077	131.0

Income before Income Taxes, Minority Interest
and Equity in Income of Joint Ventures		74,074	60,005	23.4			291,927	204,291	42.9
Income Taxes		25,100	21,574	16.3			103,286	77,210	33.8
Minority Interest		(80)	(19)	nm			(256)	(259)	(1.1)
Equity in Income of Joint Ventures		804	4,558	(82.4)			6,135	23,736	(74.2)

Net Income	$	49,698	42,970	15.7	%	$	194,520	150,558	29.2	%

Basic Earnings Per Share	$	0.25	0.22	15.4	%	$	0.99	0.76	29.0	%

Diluted Earnings Per Share	$	0.25	0.22	15.6	%	$	0.99	0.76	29.1	%

Dividend Declared Per Share	$	0.06	0.04			$	0.22	0.14

Average Common Shares Outstanding		197,277	196,849				197,145	196,847

Average Common and Common
Equivalent Shares Outstanding		197,371	197,278				197,345	197,236

nm = not meaningful
* Certain items have been reclassified for prior periods to conform with the presentation adopted in 2005.

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TSYS Announces Earnings for 2005
Page 6 of 10

TSYS
Segment Breakdown
(Unaudited)
(In thousands)
			Three Months Ended December 31, 2005				Three Months Ended December 31, 2004
			Domestic- based support services	International- based support services	Merchant processing services	Consolidated	Domestic based support services	International- based support services	Merchant processing services	Consolidated


Revenue before reimbursables		$	246,455	31,148	63,552	341,155	220,325	29,584	-	249,909
Intersegment revenue			(4,863)	-	(46)	(4,909)	-	-	-	-
Revenues before reimbursables
from external customers		$	241,592	31,148	63,506	336,246	220,325	29,584	-	249,909
Total revenue		$	315,501	37,378	75,204	428,083	275,736	31,424	-	307,160
Intersegment revenue			(7,302)	-	(46)	(7,348)	(3)	-	-	(3)
Revenues from external customers		$	308,199	37,378	75,158	420,735	275,733	31,424	-	307,157
Depreciation and amortization		$	30,214	4,154	7,299	41,667	25,477	3,590	-	29,067
Intersegment expenses		$	9,733	(9,414)	(7,668)	(7,349)	17,777	(17,777)	-	-
Segment operating income		$	58,921	1,230	11,994	72,145	70,668	(11,863)	-	58,805
Income tax expense		$	19,860	632	4,608	25,100	24,657	(4,452)	1,369	21,574
Equity in income of joint ventures		$	-	804	-	804	-	495	4,063	4,558
Net Income		$	42,172	(205)	7,731	49,698	48,771	(8,495)	2,694	42,970
Identifiable assets			1,320,552	178,135	230,712	1,729,399
Intersegment assets			(318,475)	(1)	(26)	(318,502)
Total assets			1,002,077	178,134	230,686	1,410,897

			Twelve Months Ended December 31, 2005				Twelve Months Ended December 31 ,2004
			Domestic- based support services	International- based support services	Merchant processing services	Consolidated	Domestic- based support services	International- based support services	Merchant processing services	Consolidated


Revenue before reimbursables		$	959,845	123,865	220,038	1,303,748	848,367	108,252	-	956,619
Intersegment revenue			(13,809)	-	(149)	(13,958)	-	-	-	-
Revenues before reimbursables
from external customers		$	946,036	123,865	219,889	1,289,790	848,367	108,252	-	956,619
Total revenue		$	1,220,199	146,982	258,082	1,625,263	1,071,965	115,052	-	1,187,017
Intersegment revenue			(22,183)	-	(149)	(22,332)	(9)	-	-	(9)
Revenues from external customers		$	1,198,016	146,982	257,933	1,602,931	1,071,956	115,052	-	1,187,008
Depreciation and amortization		$	115,272	16,570	19,372	151,214	95,431	13,157	-	108,588
Intersegment expenses		$	34,594	(31,247)	(25,691)	(22,344)	22,045	(22,046)	-	(1)
Segment operating income		$	235,267	9,373	42,489	287,129	196,067	6,147	-	202,214
Income tax expense		$	80,876	4,925	17,485	103,286	66,535	3,147	7,528	77,210
Equity in income of joint ventures		$	-	2,894	3,241	6,135	-	1,737	21,999	23,736
Net Income		$	160,853	4,567	29,100	194,520	131,966	4,122	14,470	150,558

Note:	Revenues for domestic-based services include electronic payment processing services and other services provided from the United States to clients domiciled in the United States or other countries. Revenues from international-based services include electronic payment processing services and other services provided from outside the United States to clients based mainly outside the United States. Revenues from merchant processing services include Vital's merchant processing and related services.
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TSYS Announces Earnings for 2005
Page 7 of 10

TSYS
Balance Sheet
(Unaudited)
(In thousands)
		At December 31,
		2005	2004
Assets
Current assets:
Cash and cash equivalents	$	237,569	231,806
Restricted cash		29,688	24,993
Accounts receivable, net		184,532	144,827
Deferred income tax assets		15,264	10,791
Prepaid expenses and other current assets		45,236	35,739
Total current assets		512,289	448,156
Computer software, net		267,988	268,647
Property and equipment, net		267,979	263,584
Contract acquisition costs, net		163,861	132,428
Goodwill, net		141,885	70,561
Equity investments, net		13,711	54,400
Other intangible assets, net		13,580	4,692
Other assets		29,604	39,475
Total assets	$	1,410,897	1,281,943

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	29,464	75,188
Accrued salaries and employee benefits		84,348	46,725
Current portion of obligations under capital leases		2,078	1,828
Other current liabilities		156,719	148,124
Total current liabilities		272,609	271,865
Deferred income tax liabilities		93,881	131,106
Obligations under capital leases excluding current portion		3,555	4,508
Other long-term liabilities		24,398	6,038
Total liabilities		394,443	413,517
Minority interest in consolidated subsidiary		3,682	3,814
Shareholders' Equity:
Common stock		19,809	19,759
Additional paid-in capital		54,747	44,732
Treasury stock		(16,934)	(13,573)
Accumulated other comprehensive income		5,685	15,373
Retained earnings		949,465	798,321
Total shareholders' equity		1,012,772	864,612
Total liabilities and shareholders' equity	$	1,410,897	1,281,943

* Certain items from prior periods have been reclassified to conform with the presentation adopted in 2005.
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TSYS Announces Earnings for 2005
Page 8 of 10
TSYS
Cash Flow
(Unaudited)
(In thousands)
		Twelve Months Ended December 31,
		2005	2004
Cash flows from operating activities:
Net income	$	194,520	150,558
Adjustments to reconcile net income to net cash provided by
operating activities:
Minority interests in consolidated subsidiaries' net income		256	259
Equity in income of joint ventures		(6,135)	(23,736)
Loss (gain) on currency translation adjustments, net		840	(162)
Depreciation and amortization		151,214	108,588
Impairment of developed software		3,619	10,059
Charges for (recoveries of) bad debt expense and billing
adjustments		4,589	(2,450)
Charges for transaction processing provisions		7,397	9,878
Deferred income tax (benefit) expense		(35,055)	31,691
Loss on disposal of equipment, net		2,535	387
(Increase) decrease in:
Accounts receivable		(13,164)	(18,027)
Prepaid expenses and other assets		11,496	(40,383)
Increase (decrease) in:
Accounts payable		(51,138)	57,979
Accrued salaries and employee benefits		21,420	14,135
Billings in excess of costs and profits on uncompleted contracts		-	(17,573)
Other liabilities		(53,565)	50,832
Net cash provided by operating activities		238,829	332,035

Cash flows from investing activities:
Purchase of property and equipment, net		(40,904)	(53,890)
Additions to licensed computer software from vendors		(12,875)	(57,302)
Additions to internally developed computer software		(22,602)	(5,224)
Cash acquired in acquisition		38,799	2,422
Cash used in acquisitions		(134,769)	(53,515)
Dividends received from joint ventures		1,659	35,876
Contract acquisition costs		(19,468)	(29,150)
Net cash used in investing activities		(190,160)	(160,783)

Cash flows from financing activities:
Purchases of common stock		-	(1,188)
Proceeds from borrowings of long-term debt		48,143	-
Principal payments on long-term debt borrowings		(48,261)	-
Principal payments on capital lease obligations and software obligations		(2,176)	(42,656)
Dividends paid on common stock		(39,418)	(23,621)
Proceeds from exercise of stock options		3,058	1,193
Net cash used in financing activities		(38,654)	(66,272)
Effect of foreign currency translation on cash and cash equivalents		(4,252)	3,953
Net increase in cash and cash equivalents		5,763	108,933
Cash and cash equivalents at beginning of year		231,806	122,873
Cash and cash equivalents at end of period	$	237,569	231,806


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TSYS Announces Earnings for 2005
Page 9 of 10

Geographic Area Data:
		Three Months Ended December 31,
(dollars in millions):		2005	%			2004	%
UnitedStates	$	356.1	84.6	%	$	251.4	81.8	%
Europe		33.5	8.0			27.9	9.1
Canada*		23.3	5.5			20.9	6.8
Japan		4.0	0.9			3.7	1.2
Mexico		2.3	0.6			2.1	0.7
Other		1.5	0.4			1.2	0.4
	$	420.7	100.0	%	$	307.2	100.0	%

		Twelve Months Ended December 31,
(dollarsinmillions):		2005	%			2004	%
UnitedStates	$	1,354.1	84.5	%	$	973.3	82.0	%
Europe		131.9	8.2			101.6	8.6
Canada*		89.9	5.6			83.2	7.0
Japan		15.6	1.0			14.0	1.2
Mexico		7.6	0.5			11.2	0.9
Other		3.8	0.2			3.7	0.3
	$	1,602.9	100.0	%	$	1,187.0	100.0	%

Geographic Area Revenue by Operating Segment:
The following table reconciles segment revenues to revenues by reporting segment for the three months ended December 31:
		Three Months Ended December 31,
		Domestic-based		International-based		Merchant processing
		support services		support services		services
(dollars in millions):		2005	2004	2005	2004	2005	2004
United States	$	281.2	251.4	-	-	74.9	-
Europe		0.1	0.1	33.4	27.8	-	-
Canada*		23.2	20.9	-	-	0.1	-
Japan		-	-	4.0	3.7	-	-
Mexico		2.3	2.1	-	-	-	-
Other		1.3	1.2	-	-	0.2	-
	$	308.1	275.7	37.4	31.5	75.2	-

The following table reconciles segment revenues to revenues by reporting segment for the twelve months ended December 31:
		Twelve Months Ended December 31,
		Domestic-based		International-based		Merchant processing
		Support services		Support services		services
(dollars in millions):		2005	2004	2005	2004	2005	2004
United States	$	1,097.1	973.3	-	-	257.0	-
Europe		0.5	0.5	131.4	101.1	-	-
Canada*		89.5	83.2	-	-	0.4	-
Japan		-	-	15.6	14.0	-	-
Mexico		7.6	11.2	-	-	-	-
Other		3.3	3.7	-	-	0.5	-
	$	1,198.0	1,071.9	147.0	115.1	257.9	-

* These revenues include those generated from the Caribbean accounts owned by a Canadian institution.
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TSYS Announces Earnings for 2005
Page 10 of 10

Supplemental Information:
	Accounts on File at December 31,
(in millions)	2005	%		2004	%		% Change
Consumer	267.4	61.0	%	203.3	56.9	%	31.5	%
Retail	99.7	22.8		93.6	26.2		6.4
Commercial	30.1	6.9		25.6	7.2		17.7
Government services/EBT	18.8	4.3		16.3	4.6		15.4
Stored Value	14.3	3.3		11.9	3.3		19.7
Debit	7.6	1.7		6.9	1.8		10.5
	437.9	100.0	%	357.6	100.0	%	22.4	%


(in thousands)	Dec.31, 2005			Dec. 31, 2004
QTD Average Accounts on File	436,019			344,223
YTD Average Accounts on File	401,059			303,102

	Accounts on File at December 31,
(in millions)	2005	%		2004	%		% Change
Domestic	381.8	87.2	%	308.2	86.2	%	23.9	%
International	56.1	12.8		49.4	13.8		13.4
	437.9	100.0	%	357.6	100.0	%	22.4	%

Note: The accounts on file between domestic and international is based on the geographic domicile of processing clients.

Growth in Accounts on File (in millions):
	Dec. 2004 to Dec. 2005			Dec. 2003 to Dec. 2004
Beginning balance	357.6			273.9
Change in accounts on file due to:
Internal growth of existing clients	40.8			36.9
New clients	51.8			49.1
Purges/Sales	(9.6)			(1.1)
Deconversions	(2.7)			(1.2)
Ending balance	437.9			357.6


Number of Employees (FTEs):	2005			2004
At December 31,	6,698			5,700
Quarterly average for period ended December 31,	6,601			5,667
YTD average for period ended December 31,	6,317			5,598

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