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

July 28, 2009

Date of Report (Date of Earliest Event Reported)

Total System Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10254	58-1493818
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One TSYS Way, 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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2009, Total System Services, Inc. (“Registrant”) issued a press release announcing financial results for the quarter ended June 30, 2009. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in the press release 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 28, 2009, Registrant’s Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee of the Board, approved and adopted an amendment to Article III, Section 15 of Registrant’s bylaws which will discontinue the practice of appointing additional emeritus directors effective July 28, 2009.

The amendment to the bylaws was effective on July 28, 2009. The above summary is qualified in its entirety by reference to the bylaws, which are filed as Exhibit 3.1 to this Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On July 28, 2009, Registrant will hold an investor conference call and webcast to discuss its financial results for the quarter ended June 30, 2009. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in the presentation 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Bylaws, as amended
99.1	Registrant’s press release dated July 28, 2009
99.2	Registrant’s presentation dated July 28, 2009

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Signature

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

	TOTAL SYSTEM SERVICES, INC. (“Registrant”)
Dated: July 28, 2009	By:	/s/ Kathleen Moates
		Kathleen Moates
		Senior Deputy General Counsel

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EX-3.1

Exhibit 3.1

As Amended
Effective July 28, 2009

BYLAWS

OF

TOTAL SYSTEM SERVICES, INC.

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors.

Section 2. Other Offices. Branch offices and places of business may be established at any time by the Board of Directors at any place or places, whether within or without the State of Georgia.

ARTICLE II. SHAREHOLDERS’ MEETINGS

Section 1. Meetings, Where Held. Any meeting of the shareholders of the corporation, whether an annual meeting or a special meeting, may be held either at the principal office of the corporation or at any place in the United States within or without the State of Georgia.

Section 2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time and place as is determined by the Board of Directors of the corporation each year. Unless otherwise determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman at all annual meetings. The chairman of each annual meeting shall announce the date and time for the opening and closing of the polls for each matter to be voted on by the corporation’s shareholders.

Section 3. Special Meetings. A special meeting of the shareholders of the corporation, for any purpose or purposes whatsoever, may be called at any time by (i) the Board of Directors or (ii) upon the action of a majority of the total number of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Such a call for a special meeting must state the purpose of the meeting. Unless otherwise determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman of all special meetings. The chairman of each special meeting shall announce the date and time for the

opening and closing of the polls for each matter to be voted on by the corporation’s shareholders.

Section 4. Nature of Business at Meetings of Shareholders. No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any shareholder of the corporation (i) who is a shareholder of record on the date of the giving of the notice by such shareholder as required by this Section 4 and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed by the corporation or public disclosure of the date of the annual meeting was made by the corporation, whichever first occurs.

To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class and series and number of shares of each class and series of capital stock of the corporation which are owned beneficially or of record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (v) a representation that such shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

In addition, notwithstanding anything in this Section 4 to the contrary, a shareholder intending to nominate one or more persons for election as a director at an annual or special meeting of shareholders must comply with Section 5 of this Article II for such nominations to be properly brought before such meeting.

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No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 4; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 4 shall be deemed to preclude discussion by any shareholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

No business shall be conducted at a special meeting of shareholders except for such business as shall have been brought before the meeting pursuant to the corporation’s notice of meeting.

Section 5. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, subject to the rights of holders of any class or series of preferred stock to nominate and elect directors under certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any shareholder of the corporation (i) who is a shareholder of record on the date of the giving of the notice by such shareholder as required by this Section 5 and on the record date for the determination of shareholders entitled to notice of and to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 5.

In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed by the corporation or public disclosure of the date of the annual meeting was made by the corporation, whichever first occurs; and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

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To be in proper written form, a shareholder’s notice to the Secretary must set forth (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation and employment of the person, (iii) the class and series and number of shares of each class and series of capital stock of the corporation which are owned beneficially or of record by the person, if any, (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or in any law or statute replacing such section), and the rules and regulations promulgated thereunder, and (v) a statement whether such person, if elected, intends to tender, promptly following the failure to receive the required vote at a meeting at which the person is nominated for re-election, an irrevocable resignation effective upon acceptance of such resignation by the Board of Directors, in accordance with the corporation’s Corporate Governance Guidelines; and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder, (ii) the class and series and number of shares of each class and series of capital stock of the corporation which are owned beneficially or of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice, and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act (or in any law or statute replacing such section) and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 5. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 6. Notice of Meetings. Unless waived in accordance with Section 7, notice of each annual meeting and of each special meeting of the shareholders of the corporation shall be given to each shareholder of record entitled to vote at the meeting not less than ten (10) days nor more than sixty (60) days prior to said meeting. Such notice shall specify the place, date and hour of the meeting and, in the case of a special meeting, it shall also specify the purpose or purposes for which the meeting is called.

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Section 7. Waiver of Notice. Notice of any annual or special meeting of the shareholders of the corporation may be waived by any shareholder, either before or after the meeting; and the attendance of a shareholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, unless the shareholder, at the beginning of the meeting, objects to the holding of the meeting or the transaction of business at such meeting.

Section 8. Quorum, Voting and Proxy. Shareholders representing a majority of the issued and outstanding shares of common stock of the corporation shall constitute a quorum at a shareholders’ meeting. Each shareholder shall be entitled to one vote for each share of common stock owned. Any shareholder may be represented and vote at any shareholders’ meeting by proxy, which such shareholder has duly executed in writing or by any other method permitted by the Georgia Business Corporation Code; provided, however, that no proxy shall be valid for more than 11 months after the date thereof unless otherwise specified in such proxy.

Section 9. Inspector of Elections. The corporation may appoint one or more inspectors to act at any meeting of the corporation’s shareholders and to make a written report of the inspector’s determinations with respect thereto. Any such inspectors shall (i) ascertain the number of shares outstanding and the voting power thereof, (ii) determine the shares represented at a meeting, (iii) determine the validity of the proxies and ballots, (iv) count all votes with respect to matters presented to the corporation’s shareholders, and (v) determine the result of any matter presented to the corporation’s shareholders. Any such inspector shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation.

ARTICLE III. DIRECTORS

Section 1. Number. In accordance with the corporation’s Articles of Incorporation, the number of members of the Board of Directors of the corporation shall be fixed from time to time solely by the action of the Board of Directors.

Section 2. Election and Tenure. In accordance with the corporation’s Articles of Incorporation, the Directors elected prior to the 2010 annual meeting of shareholders shall be and are divided into three classes and each such Director shall hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of his or her election and until his or her successor is duly elected and qualified. The Directors elected at each annual meeting of shareholders, commencing with the annual meeting in 2010, shall hold office for a term expiring at the next annual meeting of shareholders and until their successors are elected and qualified. Except as provided in Article III, Section 10 of these bylaws, a nominee for Director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that Directors shall be elected by a plurality of the votes cast at any meeting of

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shareholders for which (a) the Secretary of the corporation receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for Director set forth in Article II, Section 5 of these bylaws and (b) such nomination has not been withdrawn by such shareholder on or before the record date for the meeting. If Directors are to be elected by a plurality of the votes cast, shareholders shall not be permitted to vote against a nominee.

Section 3. Powers. The Board of Directors shall have authority to manage the affairs and exercise the powers, privileges and franchises of the corporation as they may deem expedient for the interests of the corporation, subject to the terms of the Articles of Incorporation and these bylaws.

Section 4. Meetings. The annual meeting of the Board of Directors shall be held without notice immediately following the annual meeting of the shareholders of the corporation, on the same date and at the same place as said annual meeting of the shareholders. The Board by resolution may provide for regular meetings, which may be held without notice as and when scheduled in such resolution. Special meetings of the Board may be called at any time by the Chairman of the Board, the Chief Executive Officer, the Lead Director, or by any two or more Directors.

Section 5. Notice and Waiver; Quorum. Notice of any special meeting of the Board of Directors shall be given to each Director personally or by mail, telegram, facsimile, overnight courier, telephone or e-mail, or by any other means customary for expedited business communications, at least 24 hours prior to the meeting. Such notice may be waived, either before or after the meeting; and the attendance of a Director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a Director states, at the beginning of the meeting, any such objection or objections to the holding of the meeting or the transaction of business at such meeting. A majority of the Board of Directors then in office shall constitute a quorum at any Directors’ meeting.

Section 6. No Meeting Necessary, When. Any action required by law or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Directors or committee members. Such consent shall have the same force and affect as a unanimous vote of the Board of Directors and shall be filed with the Secretary and recorded in the Minute Book of the corporation.

Section 7. Telephone Conference Meetings. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

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Section 8. Voting. At all meetings of the Board of Directors each Director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be determined by a majority vote of the Directors present at any meeting at which a quorum is present.

Section 9. Removal. Directors or the entire Board of Directors may be removed from office only for cause by the affirmative vote of at least 66 2/3% of the total issued and outstanding shares of the corporation’s common stock, except that if a Director is elected by a different voting group of shareholders (i) only the shareholders of such voting group may participate in the vote to remove such Director and (ii) the requisite vote shall be as set forth in the articles of amendment setting forth the preferences, limitations and relative rights of the relevant class or series of preferred stock.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the shareholders, by the Board of Directors, or, if the Directors remaining in office constitute less than a quorum, a majority of the remaining Directors or the sole remaining Director, as the case may be. Any Director elected or appointed to fill a vacancy shall serve the unexpired term of his or her predecessor; provided that any director filling a vacancy by reason of an increase in the number of directors, where such vacancy is filled by the Directors, shall serve until the next annual meeting of shareholders and until the election and qualification of his or her successor.

Section 11. Dividends. The Board of Directors may not make a distribution to the shareholders if, after giving it effect, the corporation would not be able to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the shareholders whose preferential rights are superior to those receiving the distribution. The effect of the distribution shall be determined as set forth in Section 14-2-640 of the Georgia Business Corporation Code.

Section 12. Committees. In the discretion of the Board of Directors, the Board from time to time may elect or appoint, from its own members, one or more committees as the Board may see fit to establish. Each such committee shall consist of two or more Directors, and each shall possess such powers and be charged with such responsibilities, subject to the limitations imposed by applicable law, as the Board by resolution may from time to time prescribe.

Section 13. Officers and Salaries. The Board of Directors shall elect all officers of the corporation and the Board of Directors, or a duly authorized committee of the Board of Directors, shall fix their compensation, except that the Board shall not have the responsibility to approve salaries for officers who are not executive officers.

Section 14. Compensation of Directors. Directors as such shall be entitled to receive compensation for their service as Directors and such fees and expenses, if any, for

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attendance at each regular or special meeting of the Board and any adjournments thereof, as may be fixed from time to time by resolution of the Board, and such fees and expenses shall be payable even though an adjournment be had because of the absence of a quorum; provided, however, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of either standing or special committees may be allowed such compensation as may be provided from time to time by resolution of the Board for serving upon and attending meetings of such committees.

Section 15. Emeritus Directors. Effective July 28, 2009, no additional Directors shall be appointed as members of the Emeritus Board of Directors of the corporation. Members of the Emeritus Board of Directors of the corporation on July 28, 2009 shall continue to be appointed annually by the Chairman of the Board of Directors of the corporation at the annual meeting of the Board of Directors of the corporation. Each member of the Emeritus Board of Directors of the corporation, except in the case of his earlier death, resignation, retirement, disqualification or removal, shall serve until the next succeeding annual meeting of the Board of Directors of the corporation. Any individual appointed as a member of the Emeritus Board of Directors of the corporation may, but shall not be required to, attend meetings of the Board of Directors of the corporation and may participate in any discussions thereat, but such individual may not vote at any meeting of the Board of Directors of the corporation or be counted in determining a quorum at any meeting of the Board of Directors of the corporation, as provided in Section 5 of Article III of the bylaws of the corporation. It shall be the duty of the members of the Emeritus Board of Directors of the corporation to serve as goodwill ambassadors of the corporation, but such individuals shall not have any responsibility or be subject to any liability imposed upon a member of the Board of Directors of the corporation or in any manner otherwise be deemed to be a member of the Board of Directors of the corporation. Each member of the Emeritus Board of Directors shall treat information regarding the corporation shared with the Emeritus Board of Directors as strictly confidential and will not disclose such information to any third-party without the corporation’s consent. Each member of the Emeritus Board of Directors of the corporation shall be paid such compensation as may be set from time to time by the Chairman of the Board of Directors of the corporation and shall remain eligible to participate in any Director Stock Purchase Plan maintained by, or participated in, from time to time by the corporation according to the terms and conditions thereof.

Section 16. Advisory Directors. The Board of Directors of the corporation may at its annual meeting, or from time to time thereafter, appoint any individual to serve as a member of an Advisory Board of Directors of the corporation. Any individual appointed to serve as a member of an Advisory Board of Directors of the corporation shall be entitled to attend all meetings of the Board of Directors and may participate in any discussion thereat, but such individual may not vote at any meeting of the Board of Directors or be counted in determining a quorum for such meeting. It shall be the duty of members of the Advisory Board of Directors of the corporation to advise and provide general policy advice to the Board of Directors of the corporation

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at such times and places and in such groups and committees as may be determined from time to time by the Board of Directors, but such individuals shall not have any responsibility or be subject to any liability imposed upon a director or in any manner otherwise be deemed a director. Each member of the Advisory Board of Directors shall treat information regarding the corporation shared with the Advisory Board of Directors as strictly confidential and will not disclose such information to any third-party without the corporation’s consent. Each member of the Advisory Board of Directors of the corporation shall be paid such compensation as may be set from time to time by the Chairman of the Board of Directors of the corporation. Each member of the Advisory Board of Directors except in the case of his earlier death, resignation, retirement, disqualification or removal, shall serve until the next succeeding annual meeting of the Board of Directors and thereafter until his successor shall have been appointed.

ARTICLE IV. OFFICERS

Section 1. Selection. The Board of Directors at each annual meeting shall elect or appoint a Chief Executive Officer, a President, a Secretary and a Treasurer, each to serve for the ensuing year and until his successor is elected and qualified, or until his earlier resignation, removal from office, or death. The Board of Directors, at such meeting, may or may not, in the discretion of the Board, elect a Chairman of the Board, a Chief Operating Officer, one or more Vice Chairmen of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors, in its discretion, shall determine are desirable for the management of the business and affairs of the corporation. When more than one Vice President is elected, they may, in the discretion of the Board, be designated Senior Executive Vice President, Executive Vice President, or otherwise, and any person may hold two or more offices, except that neither the Chief Executive Officer nor the President shall also serve as the Secretary.

Section 2. Removal, Vacancies. Any officers of the corporation may be removed from office at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the corporation may be filled by the Board of Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall, under the direction of the Board of Directors, have responsibility for the general direction of the corporation’s business, policies and affairs. The Chief Executive Officer shall have such other authority and perform such other duties as usually appertain to the chief executive office in business corporations or as are provided by the Board of Directors.

Section 4. President. The President shall, under the direction of the Chief Executive Officer, have direct superintendence of the corporation’s business, policies, properties and affairs. The President shall have such further powers and duties as from time to time may be conferred upon or assigned to such officer by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

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Section 5. Vice President. The Senior Executive Vice Presidents, if any, the Executive Vice Presidents, if any, and Vice Presidents, if any, shall have such powers and duties as from time to time may be conferred upon or assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President. A Senior Executive Vice President or an Executive Vice President or other officer may be responsible for the assignment of duties to subordinate Vice Presidents.

Section 6. Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of all meetings of the shareholders and Board of Directors; to keep the stock records of the corporation; to notify the shareholders and Directors of meetings as provided by these bylaws: and to perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President. Any Assistant Secretary, if elected, shall perform the duties of the Secretary during the absence or disability of the Secretary and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary.

Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the financial books and records of the corporation, and shall faithfully account for its funds. He shall make such reports as may be necessary to keep the Board of Directors, the Chairman of the Board, the Chief Executive Officer, and the President fully informed at all times as to the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. Any Assistant Treasurer, if elected, shall perform the duties of the Treasurer during the absence or disability of the Treasurer, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer, Chairman of the Board, the President or the Treasurer.

ARTICLE V. CONTRACTS, ETC.

Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages, pledges, promissory notes, transfers and other written instruments binding upon the corporation shall be executed on behalf of the corporation by the Chief Executive Officer, Chairman of the Board, the President, any Executive Vice President, any Group Executives who report directly to such Executive Vice Presidents, or by such other officers or agents as the Board of Directors may designate from time to time. Any such instrument required to be given under the seal of the corporation may be attested by the Secretary or Assistant Secretary of the corporation.

Section 2. Proxies. The Chief Executive Officer, Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer of the corporation shall have full power and authority, on behalf of the corporation, to attend and to act and to vote at any meetings of the shareholders, bond holders or other security holders of any corporation, trust or association in which the corporation may hold securities, and at and in connection with any such meeting shall possess and may exercise any and

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all of the rights and powers incident to the ownership of such securities and which as owner thereof the corporation might have possessed and exercised if present, including the power to execute proxies and written waivers and consents in relation thereto. In the case of conflicting representation at any such meeting, the corporation shall be represented by its highest ranking officer, in the order first above stated. Notwithstanding the foregoing, the Board of Directors may, by resolution, from time to time, confer like powers upon any other person or persons.

Section 3. Inspection of Records. The record of shareholders, accounting records and written proceedings of the shareholders, the Board of Directors and committees of the Board of Directors shall be open for inspection and copying during regular business hours at a reasonable location specified by the corporation solely by shareholders owning not less than two percent (2%) of the outstanding shares of the corporation upon at least five (5) days written notice of demand to inspect and copy such records. The right of inspection by a shareholder may be granted only if the demand is made in good faith and for a proper purpose that is reasonably relevant to a legitimate interest as a shareholder, describes with reasonable particularity the purpose for such demand and the records desired for inspection, the records are directly connected with such purpose and are to be used only for the stated purpose.

ARTICLE VI. CHECKS AND DRAFTS

Checks and drafts of the corporation shall be signed by such officer or officers or such other employees or persons as the Board of Directors may from time to time designate.

ARTICLE VII. STOCK

Section 1. Certificates of Stock. Shares of capital stock of the corporation shall be issued in certificate or book-entry form. Certificates shall be numbered consecutively and entered into the stock book of the corporation as they are issued. Each certificate shall state on its face the fact that the corporation is a Georgia corporation, the name of the person to whom the shares are issued, the number and class of shares (and series, if any) represented by the certificate and their par value, or a statement that they are without par value. In addition, when and if more than one class of shares shall be outstanding, all share certificates of whatever class shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued by the corporation.

Section 2. Signature; Transfer Agent; Registrar. Share certificates shall be signed by the President or any Vice President and by the Secretary or an Assistant Secretary of the corporation, and shall bear the seal of the corporation or a facsimile thereof. The Board of Directors may from time to time appoint transfer agents and registrars for the shares of capital stock of the corporation or any class thereof, and when any share certificate is countersigned by a transfer agent or registered by a registrar, the

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signature of any officer of the corporation appearing thereon may be a facsimile signature. In case any officer who signed, or whose facsimile signature was placed upon, any such certificate shall have died or ceased to be such officer before such certificate is issued, it may nevertheless be issued with the same effect as if he continued to be such officer on the date of issue.

Section 3. Stock Book. The corporation shall keep at its principal office, or at the office of its transfer agent, wherever located, with a copy at the principal office of the corporation, a book, to be known as the stock book of the corporation, containing in alphabetical order name of each shareholder of record, together with his address, the number of shares of each kind, class or series of stock held by him and his social security number. The stock book shall be maintained in current condition. The stock book, including the share register, or the duplicate copy thereof maintained at the principal office of the corporation, shall be available for inspection and copying by any shareholder at any meeting of the shareholders upon request, or, for a bona fide purpose which is in the best interest of the business of the corporation, at other times upon the written request of any shareholder or holder of a voting trust certificate. The stock book may be inspected and copied either by a shareholder or a holder of a voting trust certificate in person, or by their duly authorized attorney or agent. The information contained in the stock book and share register may be stored on punch cards, magnetic tape, or any other approved information storage devices related to electronic data processing equipment, provided that any such method, device, or system employed shall first be approved by the Board of Directors, and provided further that the same is capable of reproducing all information contained therein, in legible and understandable form, for inspection by shareholders or for any other proper corporate purpose.

Section 4. Transfer of Stock; Registration of Transfer. The stock of the corporation shall be transferred only by surrender of the certificate or compliance with the applicable procedures for stock held in book-entry form and, in each case, transfer upon the stock book of the corporation. Upon surrender to the corporation, or to any transfer agent or registrar for the class of shares represented by the certificate surrendered, of a certificate properly endorsed for transfer, accompanied by such assurances as the corporation, or such transfer agent or registrar, may require as to the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable laws relating to securities transfers and the collection of taxes, it shall be the duty of the corporation, or such transfer agent or registrar, to issue a new certificate, cancel the old certificate and record the transactions upon the stock book of the corporation.

Section 5. Registered Shareholders. Except as otherwise required by law, the corporation shall be entitled to treat the person registered on its stock book as the owner of the shares of the capital stock of the corporation as the person exclusively entitled to receive notification, dividends or other distributions, to vote and to otherwise exercise all the rights and powers of ownership and shall not be bound to recognize any adverse claim.

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Section 6. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix in advance, a record date. Such date shall not be more than seventy (70) nor less than ten (10) days before the date of any such meeting nor more than seventy (70) days prior to any other action. In each case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, to express such consent or dissent, or to receive payment of such dividend or such allotment of rights, or otherwise be recognized as shareholders for any other related propose, notwithstanding any registration of a transfer of shares on the stock book of the corporation after any such record date so fixed.

Section 7. Lost Certificates. When a person to whom a certificate of stock has been issued alleges it to have been lost, destroyed or wrongfully taken, and if the corporation, transfer agent or registrar is not on notice that such certificate has been acquired by a bona fide purchaser, a new certificate may be issued upon such owner’s compliance with all of the following conditions, to-wit: (a) He shall file with the Secretary of the corporation, and the transfer agent or the registrar, his request for the issuance of a new certificate, with an affidavit setting forth the time, place and circumstances of the loss; (b) He shall also file with the Secretary, and the transfer agent or the registrar, a bond with good and sufficient security acceptable to the corporation and the transfer agent or the registrar, or other agreement of indemnity, acceptable to the corporation and the transfer agent or the registrar, conditioned to indemnify and save harmless the corporation and the transfer agent or the registrar from any and all damage, liability and expense of every nature whatsoever resulting from the corporation’s or the transfer agent’s or the registrar’s issuing a new certificate in place of the one alleged to have been lost; and (c) He shall comply with such other reasonable requirements as the Board of Directors, the Chief Executive Officer or the President of the corporation, and the transfer agent or the registrar shall deem appropriate under the circumstances.

Section 8. Replacement of Mutilated Certificates. A new certificate may be issued in lieu of any certificate previously issued that may be defaced or mutilated upon surrender for cancellation of a part of the old certificate sufficient in the opinion of the Secretary and the transfer agent or the registrar to duly identify the defaced or mutilated certificate and to protect the corporation and the transfer agent or the registrar against loss or liability. Where sufficient identification is lacking, a new certificate may be issued upon compliance with the conditions set forth in Section 7 of this Article VII.

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ARTICLE VIII. INDEMNIFICATION AND REIMBURSEMENT

Section 1. Indemnification. Subject to any express limitations imposed by applicable law, every person now or hereafter serving as a director, officer, employee or agent of the corporation and all former directors and officers, employees or agents shall be indemnified and held harmless by the corporation to the fullest extent permitted under the Georgia Business Corporation Code, including from and against the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including attorneys’ fees and disbursements) that may be imposed upon or incurred by him or her in connection with or resulting from any threatened, pending, or completed, action, suit, or proceeding, whether civil, criminal, administrative, investigative, formal or informal, in which he or she is, or is threatened to be made, a named defendant or respondent: (a) because he or she is or was a director, officer, employee, or agent of the corporation; (b) because he or she is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; or (c) because he or she is or was serving as an employee of the corporation who was employed to render professional services as a lawyer or an accountant to the corporation; regardless of whether such person is acting in such a capacity at the time such obligation shall have been imposed or incurred, if (i) such person acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful or (ii), with respect to an employee benefit plan, such person believed in good faith that his or her conduct was in the interests of the participants in and beneficiaries of the plan.

Section 2. Advancement. Reasonable expenses incurred in any proceeding shall be paid by the corporation in advance of the final disposition of such proceeding if authorized by the Board of Directors in the specific case, or if authorized in accordance with procedures adopted by the Board of Directors, upon receipt of a written undertaking executed personally by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation, and a written affirmation of his or her good faith belief that he or she has met the standard of conduct required for indemnification.

Section 3. Miscellaneous. The foregoing rights of indemnification and advancement of expenses shall not be deemed exclusive of any other right to which those indemnified may be entitled, and the corporation may provide additional indemnity and rights to its directors, officers, employees or agents to the extent they are consistent with law. The provisions of this Article VIII shall cover proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. In the event of death of any person having a right of indemnification or advancement of expenses under the provisions of this Article VIII, such right shall inure to the benefit

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of his or her heirs, executors, administrators and personal representatives. If any part of this Article VIII should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected.

Section 4. Intent. It is the intent of the corporation to indemnify persons covered by Section I of this Article VIII to the full extent permitted by the Georgia Business Corporation Code, as amended from time to time. To the extent that the Georgia Business Corporation Code is hereafter amended to permit a Georgia business corporation to provide to such persons greater rights to indemnification than those specifically set forth hereinabove, this Article shall be deemed amended to require such greater indemnification, in each case consistent with the Georgia Business Corporation Code as so amended from time to time. No amendment, modification or rescission of this Article, or any provision hereof, the effect of which would diminish the rights to indemnification or advancement of expenses as set forth herein shall be effective as to any person with respect to any action taken or omitted by such person prior to such amendment, modification or rescission.

ARTICLE IX. CRITERIA FOR CONSIDERATION OF ACTIONS BY THE BOARD

Section 1. Alternative Stakeholders. In discharging the duties of their respective positions and in determining what is believed to be in the best interests of the corporation, the Board of Directors, committees thereof and individual directors, in addition to considering the effects of any action on the corporation and its shareholders, may consider the interests of employees, customers, suppliers, and creditors of the corporation and its subsidiaries, the communities in which offices or other establishments of the corporation and its subsidiaries are located, and all other factors such directors consider pertinent; provided, however, that this provision shall be deemed solely to grant discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.

Section 2. Appropriate Actions. If the Board of Directors determines that any proposed business combination should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to, any or all of the following: (i) advising shareholders not to accept the offer; (ii) litigation against the offeror; (iii) filing complaints with governmental and regulatory authorities; (iv) acquiring the corporation’s securities; (v) selling or otherwise issuing authorized but unissued securities of the corporation or treasury stock or granting options or rights with respect thereto; (vi) acquiring a company to create an antitrust or other regulatory problem for the offeror; and (vii) soliciting a more favorable offer from another individual or entity.

ARTICLE X. AMENDMENT

Except as otherwise specifically provided herein, the bylaws of the corporation may be altered, amended or added to by a majority of the total number of votes of each voting group entitled to vote thereon at a meeting of shareholders where such

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business is properly brought before the meeting in accordance with the bylaws or, subject to such limitations as the shareholders may from time to time prescribe, by a majority vote of all the Directors then holding office at any meeting of the Board of Directors.

ARTICLE XI. BUSINESS COMBINATIONS

All of the requirements of Article 11, Part 3, of the Georgia Business Corporation Code, included in Sections 14-2-1131 through 1133 (and any successor provisions thereto), shall be applicable to the corporation in connection with any business combination, as defined therein, with any interested shareholder, as defined therein.

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EX-99.1

Exhibit 99.1

PRESS RELEASE

Total System Services, Inc.
One TSYS Way
Post Office Box 2567
Columbus GA 31902-2567  
+1.706.649.2307
+1.706.649.5740
www.tsys.com

For immediate release:

Contacts:

Shawn Roberts
TSYS Investor Relations
+1.706.644.6081
shawnroberts@tsys.com

TSYS Reports Second Quarter Results

Columbus, Ga., July 28, 2009 — TSYS (NYSE: TSS) today reported second quarter total revenues of $412.0 million, a 1% increase over the first quarter of 2009. These revenues included an unfavorable impact of $17.8 million from foreign currency exchange rates during the quarter when compared to the same period a year ago. On a non-GAAP basis, total revenues on a constant currency basis would have been $429.8 million.

Basic earnings per share (EPS) and EPS from continuing operations for the second quarter of 2009 were $0.27. Despite the headwinds of foreign currency exchange rates and upfront costs related to international expansion, TSYS’ second quarter operating margins increased sequentially by 100 basis points and net income increased 5.2%.

Quarterly Highlights

	Q2 2009	vs. Q2 2008	vs. Q1 2009
Total Revenues	$412.0 million	Down $17.6 million	Up $3.1 million
Revenues before Reimbursables	$350.7 million	Down $12.3 million	Up $5.3 million
Operating Income	$82.8 million	Down $14.1 million	Up $4.7 million
Net Income	$53.4 million	Down $9.6 million	Up $6.9 million
Basic Earnings Per Share	27 cents	Down 5 cents	Up 3 cents

“While the economic environment continues to be challenging, we saw improvements in our financial results as evidenced by the improvement in our sequential total revenues, operating income and net income. In addition, our International Services segment’s operating margin increased to 12.6% from 8.5% on a sequential quarter basis. We continue to be committed to growing our revenues by signing and converting new clients and managing our costs,” said Philip W. Tomlinson, chairman of the board and chief executive officer of TSYS.

Page 1 of 13

PRESS RELEASE

“With the conversion of Deutsche Bank in Germany now complete, we continue to expand our global presence and will add more business when the conversion of Carrefour in Brazil is completed in early 2010. These wins in the international marketplace are a key component of our growth strategy, and we expect to continue adding new clients,” said Tomlinson.

“Our pursuit of acquisition opportunities continues. Our cash increased $133.1 million since year-end, and our operations continue to generate significant amounts of cash. We plan on deploying this cash and our debt capacity as we actively pursue acquisitions that fit our corporate strategy,” said Tomlinson.

TSYS is negotiating with a potential buyer for the sale of TSYS Debt Management (TDM), a subsidiary of TSYS, which is involved in the legal collections management and bankruptcy processing business. During the second quarter, TDM recognized a one-time gain related to a partial recovery of a previously resolved client issue, which resulted in a net gain of $771,000 in discontinued operations.

TSYS reaffirms its previously released guidance for 2009 of declines in revenues of 5% to 3% and net income of 13% to 11%.

Non-GAAP Measures

TSYS has included a schedule with this release that provides revenues and operating results on a constant currency basis. This non-GAAP measure presents second quarter and year-to-date 2009 financial results using the previous year’s foreign currency exchange rates. On a constant currency basis, TSYS’ International Services segment’s total revenues grew 18% as compared to a reported GAAP decline of 4%, and operating income grew 4% versus a GAAP reported decline of 22%.

This release contains non-GAAP financial measures to describe TSYS’ performance. The reconciliation of those measures to the most directly comparable GAAP measures is included in the financial tables of this release.

The non-GAAP financial measures of constant currency presented by TSYS are utilized by management to better understand and assess TSYS’ operating results and financial performance. TSYS also uses the non-GAAP financial measures to evaluate and assess TSYS’ financial performance against budget, as well as to evaluate financial performance for executive and management compensation purposes.

TSYS believes that non-GAAP financial measures are important to enable investors to understand and evaluate its ongoing operating results. Accordingly, TSYS includes non-GAAP financial measures when reporting its financial results to shareholders and investors in order to provide them with an additional tool to evaluate TSYS’ ongoing business operations. TSYS believes that the non-GAAP financial measures are representative of comparative financial performance that reflects 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.

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PRESS RELEASE

TSYS provides reconciliations for each of its non-GAAP financial measures with its most directly comparable GAAP financial measure, whenever it is used. This enables shareholders and potential investors to easily assess the impact of any differences between the measure TSYS is presenting and similarly titled captions of other companies.

TSYS believes that its use of 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 to give shareholders and potential investors an opportunity to see TSYS as viewed by management, to assess TSYS with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. 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 non-GAAP financial measures provides investors with additional information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to better understand the business, manage budgets and allocate resources.

Conference Call

TSYS will host its quarterly conference call at 5:00 p.m. EDT on Tuesday, July 28. The conference call can be accessed via simultaneous Internet broadcast at tsys.com by clicking on the “Conference Call” icon on the homepage. The replay will be archived for 12 months and will be available approximately 30 minutes after the completion of the call. A slide presentation to accompany the call will be available by clicking on the “Conference Call” icon on the homepage of tsys.com.

About TSYS

TSYS (NYSE: TSS) 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, debt management, healthcare, loyalty and prepaid services for financial institutions and retail companies in the Americas, EMEA and Asia-Pacific regions. For more information contact news@tsys.com or log on to www.tsys.com. TSYS routinely posts all important information on its website.

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 it will continue to add new international clients, TSYS’ earnings forecast for 2009, and the assumptions underlying such statements. 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: (1) movements in LIBOR are greater than expected and draws on the remaining balance of the credit facility are greater than expected; (2) TSYS incurs expenses associated with

Page 3 of 13

PRESS RELEASE

the signing of a significant client; (3) adverse developments with respect to foreign currency exchange rates; (4) adverse developments with respect to entering into contracts with new clients and retaining current clients; (5) continued consolidation and turmoil in the financial services industry throughout 2009, 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 seizure by banking regulators of TSYS clients; (6) additional significant one-time spin costs are incurred; (7) TSYS is unable to control expenses and increase market share; (8) TSYS is unable to manage the impact of slowing economic conditions and consumer spending; (9) the material breach of security of any of TSYS’ systems; (10) the impact of acquisitions, including their being more difficult to integrate than anticipated; (11) changes occur in laws, rules, regulations, credit card association rules or other industry standards affecting TSYS’ business which require significant product development efforts or reduce the market demand for or value of its products; (12) adverse developments with respect to the credit card industry in general, including a decline in the use of credit cards as a payment mechanism; and (13) growth rates of TSYS’ existing clients are lower than anticipated whether as a result of unemployment rates, card delinquencies and charge-off rates or otherwise. 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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Page 4 of 13

TSYS Reports Second Quarter Results
Page 5 of 13

TSYS
Financial Highlights
(unaudited)
(in thousands, except per share data)

	Three Months Ended									Six Months Ended
	June 30,									June 30,
							Percent									Percent
	2009			2008			Change			2009			2008			Change
Revenues
Electronic payment processing services	$	235,936			247,455			(4.7	)%	$	468,056			493,124			(5.1	)%
Merchant acquiring services		69,694			65,607			6.2			135,171			127,321			6.2
Other services		45,091			49,993			(9.8	)		92,941			95,740			(2.9	)
Revenues before reimbursable items		350,721			363,055			(3.4	)		696,168			716,185			(2.8	)
Reimbursable items		61,272			66,575			(8.0	)		124,759			133,270			(6.4	)
Total revenues		411,993			429,630			(4.1	)		820,927			849,455			(3.4	)
Expenses
Salaries & other personnel expense		148,509			144,304			2.9			292,851			289,529			1.1
Net technology & facilities expense		72,935			74,225			(1.7	)		146,921			146,481			0.3
Spin related expenses		—			1,255			(100.0	)		—			8,150			(100.0	)
Other operating expenses		46,498			46,423			0.2			95,502			89,082			7.2
Expenses before reimbursable items		267,942			266,207			0.7			535,274			533,242			0.4
Reimbursable items		61,272			66,575			(8.0	)		124,759			133,270			(6.4	)
Total operating expenses		329,214			332,782			(1.1	)		660,033			666,512			(1.0	)
Operating income		82,779			96,848			(14.5	)		160,894			182,943			(12.1	)
Nonoperating (expense) income		(2,278	)		(429	)	nm				(3,737	)		852		nm
Income from continuing operations before income taxes, noncontrolling interests and equity in income of equity investments		80,501			96,419			(16.5	)		157,157			183,795			(14.5	)
Income taxes		29,229			33,981			(14.0	)		56,644			66,888			(15.3	)
Income from continuing operations before noncontrolling interests and equity in income of equity investments		51,272			62,438			(17.9	)		100,513			116,907			(14.0	)
Equity in income of equity investments		1,626			1,109			46.6			2,669			3,271			(18.4	)
Income from continuing operations, net of tax		52,898			63,547			(16.8	)		103,182			120,178			(14.1	)
(Loss) income from discontinued operations, net of tax		1,120			234		nm				(2,223	)		467		nm
Net income		54,018			63,781			(15.3	)		100,959			120,645			(16.3	)
Net income attributable to the noncontrolling interests		(571	)		(697	)		18.1			(986	)		(947	)		(4.1	)
Net income attributable to TSYS	$	53,447			63,084			(15.3)	%	$	99,973			119,698			(16.5)	%
Basic earnings per share:
Income from continuing operations to TSYS common shareholders*	$	0.27			0.32			(16.4)	%	$	0.52			0.60			(13.8)	%
(Loss) income from discontinued operations to TSYS common shareholders*		0.01			0.00		nm				(0.01	)		0.00		nm
Net income attributable to TSYS common shareholders*	$	0.27			0.32			(14.9)	%	$	0.51			0.60			(16.0)	%
Diluted earnings per share:
Income from continuing operations to TSYS common shareholders*	$	0.27			0.32			(16.2)	%	$	0.52			0.60			(13.7)	%
(Loss) income from discontinued operations to TSYS common shareholders*		0.01			0.00		nm				(0.01	)		0.00		nm
Net income attributable to TSYS common shareholders*	$	0.27			0.32			(14.8)	%	$	0.51			0.60			(15.9)	%
Dividends declared per share	$	0.07			0.07					$	0.14			0.14
Amounts attributable to TSYS common shareholders:
Income from continuing operations, net of tax	$	52,327			62,850					$	102,196			119,231
(Loss) income from discontinued operations, net of tax		1,120			234						(2,223	)		467
Net income	$	53,447			63,084					$	99,973			119,698

nm =	not meaningful
Note:	Certain amounts have been reclassified to conform with the presentation adopted in 2009.
*	Basic and diluted EPS amounts for continuing operations and net income do not total due to rounding.
	Basic and diluted EPS is computed based on the two-class method in accordance
	with FSP EITF 03-6-1. EPS for 2009 and 2008 have been recast to show retroactive
	adoption of FSP EITF 03-6-1.

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TSYS Reports Second Quarter Results
Page 6 of 13

TSYS
Earnings Per Share
(unaudited)
(in thousands, except per share data)

	Three Months Ended					Three Months Ended					Six Months Ended					Six Months Ended
	June 30, 2009					June 30, 2008					June 30, 2009					June 30, 2008
	Common			Participating		Common			Participating		Common			Participating		Common			Participating
	Stock			Securities		Stock			Securities		Stock			Securities		Stock			Securities
Basic Earnings per share:
Net income	$	53,447					63,084					99,973					119,698
Less income allocated to nonvested awards		(413	)		413		(566	)		566		(816	)		816		(1,003	)		1,003
Net income allocated to common stock for EPS calculation ( a )	$	53,034			413		62,518			566		99,157			816		118,695			1,003
Average common shares outstanding ( b )		195,634			1,530		196,281			1,781		195,466			1,614		196,513			1,665
Average common shares and participating securities		197,164					198,062					197,080					198,178
Basic Earnings per share ( a )/( b )	$	0.27			0.27		0.32			0.32		0.51			0.51		0.60			0.60
Diluted Earnings per share:
Net income	$	53,447					63,084					99,973					119,698
Less income allocated to nonvested awards		(413	)		413		(565	)		565		(815	)		815		(1,000	)		1,000
Net income allocated to common stock for EPS calculation ( c )	$	53,034			413		62,519			565		99,158			815		118,698			1,000
Average common shares outstanding		195,634			1,530		196,281			1,781		195,466			1,614		196,513			1,665
Increase due to assumed issuance of shares related to common equivalent shares outstanding		351					689					358					680
Average common and common equivalent shares outstanding ( d )		195,985			1,530		196,970			1,781		195,824			1,614		197,193			1,665
Average common and common equivalent shares and participating securities		197,515					198,751					197,438					198,858
Diluted Earnings per share ( c )/( d )	$	0.27			0.27		0.32			0.32		0.51			0.51		0.60			0.60

In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position Emerging Issues Task Force No. 03-6-1 (FSP EITF 03-6-1), “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, and it became effective for TSYS beginning January 1, 2009. Under this standard, unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our nonvested awards, are considered participating securities for purposes of calculating earnings per share (“EPS”). Under the two-class method required by EITF 03-6-1, a portion of net income is allocated to these participating securities and therefore is excluded from the calculation of EPS allocated to common stock, as shown in the table above. This FSP requires retrospective applications for periods prior to the effective date and as a result, all prior period earnings per share data presented herein have been adjusted to conform to these provisions.

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TSYS Reports Second Quarter Results
Page 7 of 13

TSYS
Segment Breakdown
(unaudited)
(in thousands)

	Three Months Ended June 30, 2009														Three Months Ended June 30, 2008
	North America			International			Merchant			Spin-Related					North America			International			Merchant			Spin-Related
	Services			Services			Services			Costs		Consolidated			Services			Services			Services			Costs			Consolidated
Revenues before reimbursable items	$	222,949			73,283			62,153			—		358,385			232,928			77,032			58,291			—			368,251
Intersegment revenues		(6,707	)		(591	)		(366	)		—		(7,664	)		(4,663	)		(286	)		(247	)		—			(5,196	)
Revenues before reimbursable items from external customers	$	216,242			72,692			61,787			—		350,721			228,265			76,746			58,044			—			363,055
Total revenues	$	264,984			76,432			80,338			—		421,754			282,686			79,902			74,567			—			437,155
Intersegment revenues		(8,804	)		(591	)		(366	)		—		(9,761	)		(6,992	)		(286	)		(247	)		—			(7,525	)
Revenues from external customers	$	256,180			75,841			79,972			—		411,993			275,694			79,616			74,320			—			429,630
Depreciation and amortization	$	21,192			8,776			8,149			—		38,117			24,358			8,797			6,682			—			39,837
Intersegment expenses	$	1,633			(3,584	)		(7,809	)		—		(9,760	)		2,639			(2,648	)		(7,514	)		—			(7,523	)
Segment operating income	$	58,177			9,219			15,383			—		82,779			68,276			11,741			18,086			(1,255	)		96,848
Income from continuing operations before income taxes, noncontrolling interest and equity income of equity investments		59,341			5,890			15,270			—		80,501			68,527			10,867			18,280			(1,255	)		96,419
Income tax expense	$	21,489			2,513			5,227			—		29,229			23,494			4,298			6,637			(448	)		33,981
Equity in income of equity investments	$	601			1,025			—			—		1,626			807			302			—			—			1,109
Income from continuing operations	$	38,453			4,402			10,043			—		52,898			45,840			6,871			11,643			(807	)		63,547
Identifiable assets		1,471,374			353,547			219,179			—		2,044,100			1,326,835			354,861			181,556			—			1,863,252
Intersegment eliminations		(408,939	)		(352	)		(30	)		—		(409,321	)		(314,768	)		(1,716	)		(84	)		—			(316,568	)
Total assets		1,062,435			353,195			219,149			—		1,634,779			1,012,067			353,145			181,472			—			1,546,684

	Six Months Ended June 30, 2009														Six Months Ended June 30, 2008
	North America			International			Merchant			Spin-Related					North America			International			Merchant			Spin-Related
	Services			Services			Services			Costs		Consolidated			Services			Services			Services			Costs			Consolidated
Revenues before reimbursable items	$	446,732			143,867			120,359			—		710,958			468,788			144,989			113,420			—			727,197
Intersegment revenues		(12,595	)		(1,436	)		(759	)		—		(14,790	)		(9,894	)		(689	)		(429	)		—			(11,012	)
Revenues before reimbursable items from external customers	$	434,137			142,431			119,600			—		696,168			458,894			144,300			112,991			—			716,185
Total revenues	$	533,773			150,235			155,836			—		839,844			569,697			149,726			145,504			—			864,927
Intersegment revenues		(16,722	)		(1,436	)		(759	)		—		(18,917	)		(14,354	)		(689	)		(429	)		—			(15,472	)
Revenues from external customers	$	517,051			148,799			155,077			—		820,927			555,343			149,037			145,075			—			849,455
Depreciation and amortization	$	44,701			16,483			16,235			—		77,419			49,090			16,492			13,236			—			78,818
Intersegment expenses	$	2,944			(6,647	)		(15,214	)		—		(18,917	)		5,413			(6,189	)		(14,694	)		—			(15,470	)
Segment operating income	$	116,211			15,223			29,460			—		160,894			138,747			19,186			33,160			(8,150	)		182,943
Income from continuing operations before income taxes, noncontrolling interest and equity income of equity investments		117,396			10,678			29,083			—		157,157			138,664			19,618			33,663			(8,150	)		183,795
Income tax expense	$	41,082			5,391			10,171			—		56,644			50,002			7,212			12,045			(2,371	)		66,888
Equity in income of equity investments	$	1,267			1,402			—			—		2,669			1,695			1,576			—			—			3,271
Income from continuing operations	$	77,581			6,689			18,912			—		103,182			90,357			13,982			21,618			(5,779	)		120,178

Note:

Revenues from North America 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 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 Services include TSYS Acquiring’s merchant acquiring and related services.

Certain amounts have been reclassified to conform with the presentation adopted in 2009.

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TSYS Reports Second Quarter Results
Page 8 of 13

TSYS
Balance Sheet
(in thousands)

	June 30, 2009			Dec 31, 2008
	(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	344,443			211,365
Restricted cash		26,418			31,128
Accounts receivable, net		227,583			246,767
Deferred income tax assets		16,949			29,615
Prepaid expenses and other current assets		80,096			88,612
Current assets of discontinued operations		19,931			24,570
Total current assets		715,420			632,057
Property and equipment, net		280,336			279,653
Computer software, net		200,785			202,038
Contract acquisition costs, net		132,567			131,568
Goodwill		168,104			165,995
Equity investments, net		71,706			74,012
Other intangible assets, net		15,739			17,452
Other assets		43,417			40,768
Long-term assets of discontinued operations		6,705			7,245
Total assets	$	1,634,779			1,550,788
Liabilities
Current liabilities:
Current portion of notes payable	$	6,851			8,575
Accrued salaries and employee benefits		25,439			46,696
Accounts payable		29,627			32,440
Current portion of obligations under capital leases		5,814			6,344
Other current liabilities		152,052			131,515
Current liabilities of discontinued operations		13,222			10,998
Total current liabilities		233,005			236,568
Notes payable, excluding current portion		197,495			196,295
Deferred income tax liabilities		51,456			60,578
Obligations under capital leases, excluding current portion		14,293			13,576
Other long-term liabilities		43,654			40,709
Long-term liabilities of discontinued operations		416			2,212
Total liabilities		540,319			549,938
Equity
Shareholders’ equity:
Common stock		20,083			20,036
Additional paid-in capital		133,082			126,889
Accumulated other comprehensive income, net		8,062			(6,627	)
Treasury stock		(69,950	)		(69,641	)
Retained earnings		992,638			920,292
Total shareholders’ equity		1,083,915			990,949
Noncontrolling interests in consolidated subsidiaries		10,545			9,901
Total equity		1,094,460			1,000,850
Total liabilities and equity	$	1,634,779			1,550,788

Note: Certain amounts have been reclassified to conform with the presentation adopted in 2009.

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TSYS Reports Second Quarter Results
Page 9 of 13

TSYS
Cash Flow
(unaudited)
(in thousands)

	Six Months Ended June 30,
	2009			2008
Cash flows from operating activities:
Net income attributable to TSYS	$	99,973			119,698
Adjustments to reconcile net income attributable to TSYS to net cash provided by operating activities:
Net income attributable to the noncontrolling interests		986			947
Equity in income of equity investments		(2,669	)		(3,271	)
Dividends received from equity investments		4,718			3,248
Net loss (gain) on currency translation adjustments		3,953			(2,141	)
Depreciation and amortization		77,967			79,755
Amortization of debt issuance costs		77			77
Share-based compensation		9,237			15,675
Excess tax benefit from share-based payment arrangements		(6	)		(81	)
Provisions for bad debt expense and billing adjustments		646			3,201
Charges for transaction processing provisions		4,014			(541	)
Deferred income tax benefit		(6,502	)		(9,016	)
Loss on disposal of equipment, net		9			159
(Increase) decrease in:
Accounts receivable		22,198			(14,130	)
Prepaid expenses, other current assets and other long-term assets		18,830			870
Increase (decrease) in:
Accounts payable		(7,376	)		686
Accrued salaries and employee benefits		(20,218	)		(37,814	)
Other current liabilities and other long-term liabilities		13,258			17,150
Net cash provided by operating activities		219,095			174,472
Cash flows from investing activities:
Purchases of property and equipment, net		(13,784	)		(26,296	)
Additions to licensed computer software from vendors		(12,709	)		(8,598	)
Additions to internally developed computer software		(12,918	)		(8,332	)
Cash used in acquisitions		(293	)		—
Additions to contract acquisition costs		(17,105	)		(28,417	)
Net cash used in investing activities		(56,809	)		(71,643	)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		5,334			2,506
Principal payments on long-term debt borrowings and capital lease obligations		(9,786	)		(6,870	)
Proceeds from exercise of stock options		2			251
Excess tax benefit from share-based payment arrangements		6			81
Repurchase of common stock		(329	)		(23,594	)
Subsidiary dividends paid to noncontrolling shareholders		(235	)		(241	)
Dividends paid on common stock		(27,595	)		(27,768	)
Net cash used in financing activities		(32,603	)		(55,635	)
Effect of exchange rate changes on cash and cash equivalents		(3,422	)		91
Net increase in cash and cash equivalents		126,261			47,285
Cash and cash equivalents at beginning of period		220,019			210,518
Cash and cash equivalents at end of period	$	346,280			257,803

Note: Certain amounts have been reclassified to conform with the presentation adopted in 2009.

The results of TDM are reported as “discontinued operations” for all periods presented pending its sale, and are deemed immaterial for cash flow purposes.

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TSYS Reports Second Quarter Results

Page 10 of 13

Geographic Area Data:

The following geographic area data represents revenues for the three months ended June 30 based on where the client is domiciled:

	Three Months Ended June 30,
											Percent
(dollars in millions)	2009		%			2008		%			Change
United States	$	297.4		72.2	%	$	311.9		72.6	%		(4.7	)%
Europe		60.7		14.7			68.3		15.9			(11.1	)
Canada		33.5		8.1			31.3		7.3			7.1
Japan		11.1		2.7			8.1		1.9			36.0
Mexico		2.0		0.5			4.0		0.9			(49.3	)
Other		7.3		1.8			6.0		1.4			21.4
	$	412.0		100.0	%	$	429.6		100.0	%		(4.1	)%

The following geographic area data represents revenues for the six months ended June 30 based on where the client is domiciled:

	Six Months Ended June 30,
											Percent
(dollars in millions)	2009		%			2008		%			Change
United States	$	597.9		72.8	%	$	624.2		73.5	%		(4.2	)%
Europe		118.5		14.5			127.2		15.0			(6.8	)
Canada		64.1		7.8			62.9		7.4			1.9
Japan		22.2		2.7			15.6		1.8			42.3
Mexico		4.2		0.5			7.7		0.9			(45.4	)
Other		14.0		1.7			11.9		1.4			17.9
	$	820.9		100.0	%	$	849.5		100.0	%		(3.4	)%

Geographic Area Revenue by Operating Segment:

The following table reconciles revenues by geography to revenues by reporting segment for the three months ended June 30:

	Three Months Ended June 30,
	North America				International				Merchant
	Services				Services				Services
(dollars in millions)	2009		2008		2009		2008		2009		2008
United States	$	217.7		237.9		—		—		79.7		74.0
Europe		0.2		0.2		60.5		68.1		—		—
Canada		33.4		31.1		—		—		0.1		0.2
Japan		—		—		11.1		8.1		—		—
Mexico		2.0		4.0		—		—		—		—
Other		2.9		2.5		4.2		3.4		0.2		0.1
	$	256.2		275.7		75.8		79.6		80.0		74.3

The following table reconciles revenues by geography to revenues by reporting segment for the six months ended June 30:

	Six Months Ended June 30,
	North America				International				Merchant
	Services				Services				Services
(dollars in millions)	2009		2008		2009		2008		2009		2008
United States	$	443.4		479.7		—		0.1		154.5		144.4
Europe		0.4		0.5		118.1		126.7		—		—
Canada		63.9		62.6		—		—		0.2		0.3
Japan		—		—		22.2		15.6		—		—
Mexico		4.2		7.7		—		—		—		—
Other		5.1		4.9		8.5		6.6		0.4		0.4
	$	517.0		555.4		148.8		149.0		155.1		145.1

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TSYS Reports Second Quarter Results
Page 11 of 13

Supplemental Information:

	Accounts on File at June 30,
											Percent
(in millions)	2009		%			2008		%			Change
Consumer		191.2		54.7	%		211.9		56.8	%		(9.8	)%
Retail		51.7		14.8			58.6		15.7			(11.6	)
Commercial		44.4		12.7			41.7		11.2			6.4
Government services		22.4		6.4			24.5		6.6			(8.6	)
Stored Value		34.4		9.9			31.2		8.4			10.1
Debit		5.4		1.5			5.0		1.3			7.7
		349.5		100.0	%		372.9		100.0	%		(6.3	)%

					Percent
(in millions)	June 30, 2009		June 30, 2008		Change
QTD Average Accounts on File		347.9		371.6		(6.4	)%
YTD Average Accounts on File		348.9		370.9		(5.9	)%

	Accounts on File at June 30,
											Percent
(in millions)	2009		%			2008		%			Change
Domestic		261.2		74.7	%		289.0		77.5	%		(9.6	)%
International		88.3		25.3			83.9		22.5			5.2
		349.5		100.0	%		372.9		100.0	%		(6.3	)%

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):

	June 2008 to			June 2007 to
	June 2009			June 2008
Beginning balance		372.9			439.2
Change in accounts on file due to:
Internal growth of existing clients		30.6			39.5
New clients		23.1			30.1
Purges/Sales		(37.0	)		(13.3	)
Deconversions		(40.1	)		(122.6	)
Ending balance		349.5			372.9

Number of Employees (FTEs):	2009		2008
At June 30,		8,001		7,582
Quarterly average for period ended June 30,		8,040		7,572
YTD average for period ended June 30,		8,048		7,388

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TSYS Reports Second Quarter Results
Page 12 of 13

Reconciliation of GAAP to Non-GAAP

Constant Currency Comparison
(unaudited)
(in thousands)

	Three Months Ended June 30,								Six Months Ended June 30,
						Percent								Percent
	2009			2008		Change			2009			2008		Change
Consolidated
Constant currency (1)	$	429,772			429,630		0.0	%	$	861,288			849,455		1.4	%
Foreign currency (2)		(17,779	)		—		(4.1	)		(40,361	)		—		(4.8	)
Total revenues	$	411,993			429,630		(4.1	)%	$	820,927			849,455		(3.4	)%
Constant currency (1)	$	85,723			96,848		(11.5	)%	$	167,101			182,943		(8.7	)%
Foreign currency (2)		(2,944	)		—		(3.0	)		(6,207	)		—		(3.4	)
Operating income	$	82,779			96,848		(14.5	)%	$	160,894			182,943		(12.1	)%
International Services
Constant currency (1)	$	94,211			79,902		17.9	%	$	190,596			149,726		27.3	%
Foreign currency (2)		(17,779	)		—		(22.3	)		(40,361	)		—		(27.0	)
Total revenues	$	76,432			79,902		(4.3	)%	$	150,235			149,726		0.3	%
Constant currency (1)	$	12,163			11,741		3.6	%	$	21,430			19,186		11.7	%
Foreign currency (2)		(2,944	)		—		(25.1	)		(6,207	)		—		(32.4	)
Operating income	$	9,219			11,741		(21.5	)%	$	15,223			19,186		(20.7	)%

(1)	Reflects current period results on a non-GAAP basis as if foreign currency rates did not change from the comparable prior year period.
(2)	Reflects the impact of calculated changes in foreign currency rates from the comparable period.

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TSYS Reports Second Quarter Results Page 13 of 13

2008 Income Statement Presenting TDM as Discontinued Operations
(unaudited)
(in thousands)

	Three Months Ended												Twelve Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2008			2008			2008			2008			2008
Revenues before reimbursable items	$	353,130			363,055			372,703			367,866		$	1,456,754
Reimbursable items		66,696			66,575			66,742			64,879			264,892
Total revenues		419,826			429,630			439,445			432,745			1,721,646
Total expenses		333,730			332,782			344,155			342,304			1,352,971
Operating income		86,096			96,848			95,290			90,441			368,675
Nonoperating income		1,280			(429	)		(82	)		5,003			5,772
Income before income taxes		87,376			96,419			95,208			95,444			374,447
Income taxes		32,907			33,981			34,091			30,227			131,206
Income before equity income		54,469			62,438			61,117			65,217			243,241
Equity income		2,162			1,109			3,062			1,064			7,397
Income from continuing operations, net of tax		56,631			63,547			64,179			66,281			250,638
Income from discontinued operations, net of tax		233			234			269			302			1,038
Net income		56,864			63,781			64,448			66,583			251,676
Noncontrolling interests		(250	)		(697	)		(374	)		(255	)		(1,576	)
Net income attributable to TSYS common shareholders	$	56,614			63,084			64,074			66,328		$	250,100

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EX-99.2

Exhibit 99.2

2009 Second Quarter Results July 28, 2009

Forward-Looking Statements This presentation contains forward-looking statements about the future operating results of TSYS. These statements are based on management's expectations and assumptions and are subject to risks, uncertainties and changes in circumstances. Actual results may differ materially from those set forth in the forward-looking statements due to a variety of factors. More information about these risks, uncertainties and factors may be found in TSYS' 2008 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K which have been filed with the Securities and Exchange Commission. TSYS does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

Use of Non-GAAP Financial Measures This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP financial measures include the following: operating margin excluding reimbursable items and revenues and operating income measured on a constant currency basis. The most comparable GAAP measures to these measures are operating margin, revenues and operating income, respectively. Management uses these non- GAAP financial measures to assess the performance of TSYS' core business. TSYS believes that these non-GAAP financial measures provide meaningful additional information about TSYS to assist investors in evaluating TSYS' operating results. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The computations of the non-GAAP financial measures used in this slide presentation are set forth in the Appendix to this slide presentation.

Agenda Phil Tomlinson, Chairman and CEO Quarterly Highlights Jim Lipham, Chief Financial Officer Financial Highlights Q&A

Phil Tomlinson Chairman and Chief Executive Officer

Jim Lipham Chief Financial Officer

Consolidated Selected Quarterly Financial Highlights 2Q 09 vs. Q1 09 2Q 09 vs. 2Q 08 1% Total Revenues 4% 0% (Constant Currency Basis) 0% Revenues Before 2% Reimbursable Items 3% 0% (Constant Currency Basis) 1% 6% Operating Income 15% Total Cardholder 4% Transactions 8%

Sequential Quarters - Selected Financial Highlights 2009 Total Revenues $412.0 Total Expenses 329.2 Operating Income 82.8 Net Income 53.4 (dollars in millions) 2Q Consolidated Income Statement $408.9 330.8 78.1 46.5 1Q Operating Margin 20.1% 19.1% Total Revenues Before Reimbursable Items $350.7 $345.4 Operating Margin Excluding Reimbursable Items 23.6% 22.6% % Chg 1.5% 0.8% (0.5%) 6.0% 14.8% Basic EPS 0.27 0.24 14.8%

$1.59 ($4.62) $0.69 ($17.78) ($22.58) ($18.78) ($25) ($20) ($15) ($10) ($5) $0 $5 Impact of Currency Translation on Total Revenues (dollars in millions) ($21.12) ($40.36) 1Q 08 2Q 08 1Q 09 2Q 09 3Q 08 4Q 08

North America 2Q 2009 Segment Financial Highlights Revenues of $265.0 million Operating income of $58.2 million Operating margin of 22.0% Operating margin excluding reimbursable items of 26.1% Same client transactions were 1.5 billion International Merchant Revenues of $76.4 million Constant currency basis, revenues were $94.2 million Operating income of $9.2 million Operating margin of 12.0% Operating margin excluding reimbursable items of 12.6% Same client transactions were 263.1 million Revenues of $80.3 million Operating income of $15.4 million Operating margin of 19.2% Operating margin excluding reimbursable items of 24.8% Point-of-sale transactions were 1.3 billion

North America 2009 Sequential Quarter Segment Financial Highlights Revenue 1.4% Operating income 0.2% Operating margin 36 bps Operating margin excluding reimb items 16 bps International Merchant Revenue 3.6% Operating income 53.5% Operating margin 392 bps Operating margin excluding reimb items 407 bps Revenue 6.4% Operating income 9.3% Operating margin 50 bps Operating margin excluding reimb items 57 bps

Revenue Growth Electronic Payment Processing Services 4% Internal Core Growth (5)% 0% 5% 10% 2% (5)% Reported Growth (11)% YTD 2009 vs. YTD 2008 New Clients (10)% Lost Clients (5%) CTA (6%) Total (11%)

40.0 42.0 44.0 46.0 48.0 50.0 52.0 4Q 07 1Q 08 2Q 08 3Q 08 4Q 08 1Q 09 2Q 09 North America Same Client Average Cardholder Transactions Per Billing Day 6% 8% 7% 7% 1%

Cash Balance Since Spin-Off November 08 - Repaid Loan $54 million December 08 - Infonox Purchase$50 million $100 $150 $200 $250 $300 $350 $400 (dollars in millions) Dec 07 Mar 08 Jun 08 Sep 08 Dec 08 Mar 09 Jun 09

3.0% 8.0% 13.0% 18.0% 23.0% 28.0% 33.0% TSYS Industry FIS GPN MV HPY TTM = Trailing Twelve Months Cash Flow Comparatives - Operating Cash Flow to Revenue

Jim Lipham Chief Financial Officer

Q&A

Appendix Non-GAAP Reconciliation - Constant Currency Percent March 31, Percent Percent 2009 2008 Change 2009 Change 2009 2008 Change Consolidated Constant currency (1) $ 429,772 429,630 0.0 % 431,516 (0.4) % $ 861,288 849,455 1.4 % Foreign currency (2) (17,779) - - (4.1) (22,583) 1.2 (40,361) - - (4.8) Total revenues $ 411,993 429,630 (4.1) % 408,933 0.7 % $ 820,927 849,455 (3.4) % Constant currency (1) $ 367,617 363,055 1.3 % 366,799 0.2 % $ 734,416 716,185 2.5 % Foreign currency (2) (16,896) - - (4.7) (21,353) 1.3 (38,249) - - (5.3) Revenues bef reimb items $ 350,721 363,055 (3.4) % 345,446 1.5 % $ 696,167 716,185 (2.8) % Constant currency (1) $ 85,723 96,848 (11.5) % 81,377 5.3 % $ 167,101 182,943 (8.7) % Foreign currency (2) (2,944) - - (3.0) (3,263) 0.6 (6,207) - - (3.4) Operating income $ 82,779 96,848 (14.5) % 78,114 6.0 % $ 160,894 182,943 (12.1) % International Services Constant currency (1) $ 94,211 79,902 17.9 % 96,385 (2.3) % $ 190,596 149,727 27.3 % Foreign currency (2) (17,779) - - (22.3) (22,583) 5.8 (40,361) - - (27.0) Total revenues $ 76,432 79,902 (4.3) % 73,802 3.6 % $ 150,235 149,727 0.3 % Constant currency (1) $ 90,179 77,032 17.1 % 91,937 (1.9) % $ 182,116 144,989 25.6 % Foreign currency (2) (16,896) - - (21.9) (21,353) 5.7 (38,249) - - (26.4) Revenues bef reimb items $ 73,283 77,032 (4.9) % 70,584 3.8 % $ 143,867 144,989 (0.8) % Constant currency (1) $ 12,163 11,741 3.6 % 9,267 31.3 % $ 21,430 19,186 11.7 % Foreign currency (2) (2,944) - - (25.1) (3,263) 22.3 (6,207) - - (32.4) Operating income $ 9,219 11,741 (21.5) % 6,004 53.5 % $ 15,223 19,186 (20.7) % nm = not meaningful (1) Reflects current period results on a non-GAAP basis as if foreign currency rates did not change from the comparable prior year period. (2) Reflects the impact of calculated changes in foreign currency rates from the comparable period. Six Months Ended June 30, June 30, Three Months Ended

Appendix Non-GAAP Reconciliation - Consolidated Operating Margin Excluding Reimbursable Items June 30, 2009 March 31, 2009 June 30, 2008 Operating income ( a ) 82,779 $ 78,114 96,848 Total Revenues ( b ) 411,993 $ 408,933 429,630 Reimbursable items 61,272 63,487 66,575 Revenues before reimbursable items ( c ) 350,721 $ 345,446 363,055 Operating margin ( a )/( b ) 20.09% 19.10% 22.54% Operating margin excluding reimbursables ( a )/( c ) 23.60% 22.61% 26.68% Consolidated Three Months Ended

Appendix Non-GAAP Reconciliation - Segment Operating Margin Excluding Reimbursable Items June 30, 2009 March 31, 2009 June 30, 2008 June 30, 2009 March 31, 2009 June 30, 2008 June 30, 2009 March 31, 2009 June 30, 2008 Operating income ( a ) 58,177 $ 58,033 68,276 9,219 $ 6,004 11,741 15,383 $ 14,077 18,086 Total Revenues ( b ) 264,984 $ 268,789 282,686 76,432 $ 73,802 79,902 80,338 $ 75,498 74,567 Reimbursable items 42,935 45,007 49,758 3,149 3,218 2,870 18,185 17,292 16,276 Revenues before reimbursable items ( c ) 222,049 $ 223,782 232,928 73,283 $ 70,584 77,032 62,153 $ 58,206 58,291 Operating margin ( a )/( b ) 21.95% 21.59% 24.15% 12.06% 8.14% 14.69% 19.15% 18.65% 24.25% Operating margin excluding reimbursables ( a )/( c ) 26.20% 25.93% 29.31% 12.58% 8.51% 15.24% 24.75% 24.18% 31.03% North America Three Months Ended International Three Months Ended Merchant Three Months Ended