Georgia | 58-1493818 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One TSYS Way Columbus, Georgia |
31901 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $.10 Par Value | New York Stock Exchange |
Large accelerated filer þ | Accelerated Filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Incorporated Documents | Form 10-K Reference Locations | |
Portions of the Annual Report to Shareholders
for the year ended December 31, 2010 (Annual Report)
|
Parts I, II, III and IV | |
Portions of the 2011 Proxy Statement for the Annual
Meeting of Shareholders to be held May 3, 2011
(Proxy Statement)
|
Part III |
PART IV | ||||||||
Item 15. Exhibits and Financial Statement Schedules | ||||||||
SIGNATURES | ||||||||
EX-23.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
1
Exhibit | ||
Number | Description | |
3.1
|
Articles of Incorporation of TSYS, as amended, incorporated by reference to Exhibit 3.1 of TSYS Current Report on Form 8-K dated April 30, 2009. | |
3.2
|
Bylaws of TSYS, as amended, incorporated by reference to Exhibit 3.1 of TSYS Current Report on Form 8-K dated July 28, 2009. | |
10.1
|
Credit Agreement of TSYS with Bank of America N.A., as Administrative Agent, the Royal Bank of Scotland plc, as Syndication Agent, and the other lenders named therein, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated December 27, 2007. | |
10.2
|
Indemnification and Insurance Matters Agreement by and among Synovus Financial Corp. and TSYS, dated as of November 30, 2007, incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated November 30, 2007. | |
10.3
|
Investment Agreement (excluding exhibits and schedules) dated March 1, 2010 by and between First National Bank of Omaha and TSYS, incorporated by reference to Exhibit 10.1 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC on May 7, 2010. | |
10.4
|
Assignment of Investment Agreement dated April 1, 2010 between TSYS and Columbus Depot Equipment Company, a wholly owned subsidiary of TSYS, incorporated by reference to Exhibit 10.2 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC on May 7, 2010. |
2
Exhibit | ||
Number | Description | |
10.5
|
Amended and Restated Limited Liability Company Agreement of FNMS Holding, LLC (excluding exhibits and schedules) dated April 1, 2010 by and between Columbus Depot Equipment Company, First National Bank of Omaha, FN Merchant Partners, Inc. and FNMS Holding, LLC, incorporated by reference to Exhibit 10.3 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC on May 7, 2010. | |
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS | ||
10.6
|
Director Stock Purchase Plan of TSYS, incorporated by reference to Exhibit 10.4 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on March 1, 2010. | |
10.7
|
Total System Services, Inc. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002. | |
10.8
|
Amended and Restated Total System Services, Inc. Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of TSYS Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 9, 2010. | |
10.9
|
Total System Services, Inc. 1992 Long-Term Incentive Plan, which was renamed the Total System Services, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 18, 1993. | |
10.10
|
Amended and Restated Total System Services, Inc. Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of TSYS Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 7, 2008. | |
10.11
|
Wage Continuation Agreement of TSYS, incorporated by reference to Exhibit 10.7 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 18, 1993. | |
10.12
|
Agreement in Connection With Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.15 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC on February 27, 2009. |
3
Exhibit | ||
Number | Description | |
10.13
|
Split Dollar Insurance Agreement of TSYS, incorporated by reference to Exhibit 10.10 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the SEC on March 22, 1994. | |
10.14
|
Change of Control Agreement for executive officers of TSYS, incorporated by reference to Exhibit 10.17 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC on February 29, 2008. | |
10.15
|
Split Dollar Insurance Agreement and related Executive Benefit Substitution Agreement, incorporated by reference to Exhibit 10.19 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 19, 2002. | |
10.16
|
Summary of Board of Directors Compensation. | |
10.17
|
Form of Non-Employee Director Restricted Stock Award Agreement for the Total System Services, Inc. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005. | |
10.18
|
Form of Stock Option Agreement for stock option awards under the Total System Services, Inc. 2002 Long-Term Incentive Plan for grants made subsequent to January 17, 2006, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated January 17, 2006. | |
10.19
|
Form of Restricted Stock Award Agreement for restricted stock awards under the Total System Services, Inc. 2002 Long-Term Incentive Plan for grants made subsequent to January 17, 2006, incorporated by reference to Exhibit 10.2 of TSYS Current Report on Form 8-K dated January 17, 2006. | |
10.20
|
Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated April 24, 2007, as filed with the SEC on April 25, 2007. | |
10.21
|
Form of Restricted Stock Award Agreement for restricted stock awards under the Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated April 24, 2007, as filed with the SEC on April 25, 2007. |
4
Exhibit | ||
Number | Description | |
10.22
|
Form of Performance-Based Restricted Stock Award Agreement for performance-based restricted stock awards under the Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.4 of TSYS Current Report on Form 8-K dated April 24, 2007. | |
10.23
|
Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.30 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC on February 29, 2008. | |
10.24
|
Form of Performance-Based Restricted Stock Award Agreement for performance-based restricted stock awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated January 2, 2008. | |
10.25
|
Form of Restricted Stock Unit Agreement for restricted stock unit awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.4 of TSYS Current Report on Form 8-K dated January 2, 2008. | |
10.26
|
Form of Revised Stock Option Agreement for stock option awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.2 of TSYS Current Report on Form 8-K dated February 5, 2008. | |
10.27
|
Form of Retention Restricted Stock Award Agreement for retention restricted stock awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated February 5, 2008. | |
10.28
|
Form of Performance-Based Retention Restricted Stock Award Agreement for performance-based restricted stock awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.4 of TSYS Current Report on Form 8-K dated February 5, 2008. | |
10.29
|
Form of Revised Restricted Stock Award Agreement for restricted stock awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.5 of TSYS Current Report on Form 8-K dated February 5, 2008. | |
10.30
|
Form of Amended and Revised Stock Option Agreement for stock option awards under the Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated March 28, 2008. |
5
Exhibit | ||
Number | Description | |
10.31
|
Form of Performance Share Agreement for 2009 performance share awards under the Total System Services, Inc. 2007 and 2008 Omnibus Plans, incorporated by reference to Exhibit 10.38 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC on February 27, 2009. | |
10.32
|
Form of Amended and Revised Stock Option Agreement for 2008 stock option awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated March 28, 2008. | |
10.33
|
Form of Amended and Revised Stock Option Agreement for 2009 stock option awards under the Total System Services, Inc. 2007 and 2008 Omnibus Plans, incorporated by reference to Exhibit 10.40 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC on February 27, 2009. | |
10.34
|
Form of Stock Option Agreement for 2010 stock option awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.4 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC on May 7, 2010. | |
10.35
|
Form of Performance Share Agreement for 2010 performance share awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.5 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC on May 7, 2010. | |
10.36
|
Form of Performance-Based Special Stock Option Agreement for performance-based stock option awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.6 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC on May 7, 2010. | |
10.37
|
Form of Non-Employee Director Fully Vested Stock Option Agreement for the Total System Services, Inc. 2007 Omnibus Plan. | |
10.38
|
Form of Non-Employee Director Fully Vested Share Award Agreement for the Total System Services, Inc. 2007 Omnibus Plan. | |
10.39
|
Form of Indemnification Agreement for directors and executive officers of TSYS, incorporated by reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated July 25, 2007. |
6
Exhibit | ||
Number | Description | |
13.1
|
Certain specified pages of TSYS 2010 Annual Report to Shareholders which are incorporated herein by reference. | |
21.1
|
Subsidiaries of Total System Services, Inc. | |
23.1*
|
Consents of Independent Registered Public Accounting Firm. | |
24.1
|
Powers of Attorney contained on the signature pages of this 2010 Annual Report on Form 10-K and incorporated herein by reference. | |
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
99.1*
|
Annual Report on Form 11-K for the Total System Services, Inc. Employee Stock Purchase Plan for the year ended December 31, 2010. | |
99.2*
|
Annual Report on Form 11-K for the Total System Services, Inc. Director Stock Purchase Plan for the year ended December 31, 2010. |
* | Filed herewith |
7
TOTAL SYSTEM SERVICES, INC. |
||||
April 18, 2011 | By: | /s/ Philip W. Tomlinson | ||
Philip W. Tomlinson, | ||||
Principal Executive Officer and Chairman of the Board |
8
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I, Philip W. Tomlinson, certify that: |
1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Total System Services, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 18, 2011 | /s/ Philip W. Tomlinson | |||
Philip W. Tomlinson | ||||
Chief Executive Officer |
I, James B. Lipham, certify that: |
1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Total System Services, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 18, 2011 | /s/ James B. Lipham | |||
James B. Lipham | ||||
Chief Financial Officer | ||||
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
![]() |
KPMG LLP Suite 2000 303 Peachtree, NE Atlanta,GA 30308 |
2010 | 2009 | |||||||
Assets |
||||||||
Common stock of Total System Services, Inc., at fair
value 2,103,026 shares (cost $37,627,772)
in 2010
and 2,108,879 shares (cost $39,836,249) in 2009 |
$ | 32,344,545 | 36,420,340 | |||||
Dividends receivable |
145,089 | 145,449 | ||||||
Contributions receivable |
381,983 | 436,095 | ||||||
$ | 32,871,617 | 37,001,884 | ||||||
Plan Equity |
||||||||
Plan equity (2,529 and 2,957 participants in
2010 and 2009, respectively) |
$ | 32,871,617 | 37,001,884 | |||||
2
2010 | 2009 | 2008 | ||||||||||
Investment income (loss): |
||||||||||||
Dividend income |
$ | 582,711 | 579,840 | 443,434 | ||||||||
Realized loss on withdrawals/distributions to
participants (note 6) |
(2,086,644 | ) | (3,907,982 | ) | (1,510,750 | ) | ||||||
Unrealized appreciation (depreciation)
in common stock of Total System
Services, Inc. (note 5) |
(1,867,318 | ) | 11,309,706 | (20,444,540 | ) | |||||||
Total investment income (loss) |
(3,371,251 | ) | 7,981,564 | (21,511,856 | ) | |||||||
Contributions: |
||||||||||||
Participants |
8,348,136 | 10,728,659 | 11,490,341 | |||||||||
Participating Employers: |
||||||||||||
Total System Services, Inc. |
1,117,203 | 2,915,693 | 4,562,277 | |||||||||
Columbus Depot Equipment Company |
68 | 145 | 215 | |||||||||
Columbus Productions, Inc. |
5,508 | 23,299 | 43,325 | |||||||||
Merlin Solutions |
| 1,255 | | |||||||||
TSYS Canada, Inc. |
14,107 | 38,679 | 62,451 | |||||||||
TSYS Total Debt Management, Inc. |
| 43,102 | 88,872 | |||||||||
ProCard, Inc. |
| 51,630 | 86,474 | |||||||||
TSYS Acquiring Solutions, L.L.C. |
108,616 | 366,778 | 563,313 | |||||||||
TSYS POS Systems and Services |
3,504 | 16,966 | | |||||||||
TSYS Loyalty, Inc. |
| 94,689 | 150,551 | |||||||||
TSYS Technology Center |
| 80,628 | 125,934 | |||||||||
TSYS Staffing |
| 42,707 | 62,175 | |||||||||
Infonox |
3,242 | | | |||||||||
Total contributions |
9,600,384 | 14,404,230 | 17,235,928 | |||||||||
Increase (decrease) in Plan equity
before withdrawals |
6,229,133 | 22,385,794 | (4,275,928 | ) | ||||||||
Withdrawals by participants common stock of
Total System Services, Inc., at fair value
(678,470 shares in 2010, 828,472 shares in
2009, and 475,504 shares in 2008) (note 6) |
(10,359,400 | ) | (12,311,618 | ) | (9,681,021 | ) | ||||||
Increase (decrease) in Plan equity |
(4,130,267 | ) | 10,074,176 | (13,956,949 | ) | |||||||
Plan equity at beginning of year |
37,001,884 | 26,927,708 | 40,884,657 | |||||||||
Plan equity at end of year |
$ | 32,871,617 | 37,001,884 | 26,927,708 | ||||||||
3
(1) | Description of the Plan | |
The Total System Services, Inc. Employee Stock Purchase Plan (the Plan) was implemented as of October 1, 1984. The Plan is designed to enable participating Total System Services, Inc. (TSYS) and subsidiaries employees to purchase shares of common stock of TSYS at prevailing market prices from contributions made by them and by TSYS and its subsidiaries (the Participating Employers). |
TSYS serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as Agent. |
All employees based in the United States who work 20 hours per week or more are eligible to participate in the Plan on the first payroll date after completing three months of continuous employment. Employees of TSYS or TSYS affiliates who are employed in a country other than the United States and are eligible to participate in a compensatory stock plan sponsored by TSYS or TSYS affiliates similar to the Plan that has been established pursuant to the laws of that country are not eligible to participate in the Plan. |
Participants contribute to the Plan through payroll deductions as a percentage of compensation. The maximum allowable contribution ranges from 3% to 7% of compensation based on years of service. The minimum allowable contribution is 1% of compensation. Matching contributions to the Plan are to be made by the Participating Employers in an amount equal to 50% of each participants contribution prior to July 1, 2009 and 15% of each participants contribution subsequent to July 1, 2009. Participants are immediately vested in their contributions and Participating Employers matching contributions. |
The Plan provides, among other things, that all expenses of the Plan and its administration shall be paid by TSYS with the exception of brokers fees, commissions, and transaction costs, which are included in the cost of each participants investment in common stock of TSYS. |
The Plan maintains an account balance for each participant equal to the number of shares of TSYS common stock purchased on his/her behalf, plus related investment income or loss. Each participant has the rights and powers of ordinary TSYS shareholders over the shares of common stock held for his or her benefit in the Plan, including the right to vote his or her shares. Each participant will receive cash dividends, stock dividends, stock splits and similar changes in ownership for the shares held in the Plan to the same extent as other ordinary TSYS shareholders. |
The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of TSYS or in a lump-sum cash distribution. Prior to January 23, 2002, participants who had previously withdrawn shares from their Plan account remained eligible to participate, but with certain exceptions were precluded from receiving matching contributions from the Plan sponsor for a specified period of time. Effective January 23, 2002, the Plan was amended to allow employees to make unlimited withdrawals without their Participating Employers matching contributions being suspended. |
The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of TSYS common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held on his or her behalf by the Agent. |
4
Participation in the Plan shall automatically terminate upon termination of a participants employment whether by death, retirement, or otherwise. |
TSYS expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participants right to the benefit of contributions made by him or her, or his or her Participating Employer prior to the date of such amendment or termination. |
TSYS reserves the right to suspend Participating Employer contributions to the Plan if its board of directors feels that TSYS financial condition warrants such action. | ||
(2) | Summary of Significant Accounting Policies |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. |
The Plans investment in common stock of TSYS is stated at fair value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such securities are traded. The December 31, 2010 and 2009 fair values were $15.38 per share and $17.27 per share, respectively. |
The Plans investment in the common stock of TSYS is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plans financial statements. |
The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share and the fair value per share at the date of the distribution to the participants, less transaction costs. |
Contributions to the Plan by TSYS and participating employees are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. At December 31, 2010 and 2009, Plan investments include 14,570 shares held by 49 terminated employees and 15,878 shares held by 30 terminated employees, respectively, who had not yet requested distribution in accordance with the terms of the Plan. |
Purchases and sales of TSYS common stock are reflected on a trade-date basis. Dividend income is accrued on the record date. |
5
The Plan determines the fair value of its assets consistent with the provisions of the accounting standard for fair value measurements and disclosures. The accounting standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the accounting standard are described below: |
In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plans investment in TSYS common stock is considered a Level 1 input under the fair value hierarchy. | ||
Management of the Plan also believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature. | ||
(4) | Tax Status of the Plan | |
The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by their Participating Employer. Cash dividends paid on common stock of TSYS purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the common stock of TSYS purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. |
6
(5) | Unrealized Appreciation (Depreciation) in Common Stock of TSYS |
Changes in unrealized appreciation (depreciation) in common stock of TSYS are as follows: |
2010 | 2009 | 2008 | ||||||||||
Unrealized depreciation at end of year |
$ | (5,283,227 | ) | (3,415,909 | ) | (14,725,615 | ) | |||||
Unrealized appreciation
(depreciation) for the year |
(3,415,909 | ) | (14,725,615 | ) | 5,718,925 | |||||||
Unrealized appreciation (depreciation)
at beginning of year |
$ | (1,867,318 | ) | 11,309,706 | (20,444,540 | ) | ||||||
(6) | Realized Loss on Withdrawal/Distributions to Participants |
The loss realized on withdrawal/distributions to participants is summarized as follows: |
2010 | 2009 | 2008 | ||||||||||
Market value at dates of distribution or
redemption of shares of commons stock
of TSYS |
$ | 10,359,400 | 12,311,618 | 9,681,021 | ||||||||
Less cost (computed on an average cost
basis) of shares of common stock of
TSYS distributed or redeemed |
12,446,044 | 16,219,600 | 11,191,772 | |||||||||
Total realized loss |
$ | (2,086,644 | ) | (3,907,982 | ) | (1,510,751 | ) | |||||
7
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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KPMG LLP Suite 2000 303 Peachtree Street, NE Atlanta, GA 30308 |
2010 | 2009 | |||||||
Assets |
||||||||
Common stock of Total System Services, Inc., at fair
value 104,124 shares (cost $1,704,591) in 2010 and
96,381 shares (cost $1,591,930) in 2009 |
$ | 1,601,431 | 1,664,515 | |||||
Dividends receivable |
7,289 | 6,747 | ||||||
$ | 1,608,720 | 1,671,262 | ||||||
Plan Equity |
||||||||
Plan equity (15 and 19 participants in 2010 and 2009, respectively) |
$ | 1,608,720 | 1,671,262 | |||||
2
2010 | 2009 | 2008 | ||||||||||
Investment income (loss): |
||||||||||||
Dividend income |
$ | 28,232 | 29,996 | 35,936 | ||||||||
Realized gain (loss) on withdrawals/
distributions to participants (note 6) |
651 | (167,396 | ) | 1,790 | ||||||||
Unrealized appreciation (depreciation) in
common stock of Total System Services,
Inc. (note 5) |
(175,552 | ) | 501,390 | (1,734,009 | ) | |||||||
Total investment
income (loss) |
(146,669 | ) | 363,990 | (1,696,283 | ) | |||||||
Contributions: |
||||||||||||
Participants |
130,000 | 220,000 | 295,500 | |||||||||
Total System Services, Inc. |
19,500 | 80,250 | 147,793 | |||||||||
Total contributions |
149,500 | 300,250 | 443,293 | |||||||||
Withdrawals by participants: |
||||||||||||
Common stock of Total System Services,
Inc., at fair value (3,932 shares in 2010,
66,598 shares in 2009, and 348 shares
in 2008) (note 6) |
(65,373 | ) | (950,621 | ) | (7,661 | ) | ||||||
Decrease in Plan equity |
(62,542 | ) | (286,381 | ) | (1,260,651 | ) | ||||||
Plan equity at beginning of year |
1,671,262 | 1,957,643 | 3,218,294 | |||||||||
Plan equity at end of year |
$ | 1,608,720 | 1,671,262 | 1,957,643 | ||||||||
3
(1) | Description of the Plan | |
The Total System Services, Inc. Director Stock Purchase Plan (the Plan) was implemented as of October 15, 1987. The Plan is designed to enable participating Total System Services, Inc. (TSYS) directors to purchase shares of common stock of TSYS at prevailing market prices from contributions made by them and by TSYS. | ||
TSYS serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC, hereafter referred to as Agent. | ||
Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the board of directors of TSYS is eligible to participate in the Plan. Cash contributions by participants cannot exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by TSYS in an amount equal to 50% of each participants contribution prior to July 1, 2009 and 15% of each participants contribution subsequent to July 1, 2009. Participants are immediately vested in their contributions and TSYS matching contributions. | ||
The Plan provides, among other things, that all expenses of the Plan and its administration shall be paid by TSYS with the exception of brokers fees, commissions, and transaction costs, which are included in the cost of each participants investment in common stock of TSYS. | ||
The Plan maintains an account balance for each participant equal to the number of shares of TSYS common stock purchased on his/her behalf, plus related investment income or loss. Each participant has the rights and powers of ordinary TSYS shareholders over the shares of common stock held for his or her benefit in the Plan, including the right to vote his or her shares. Each participant will receive cash dividends, stock dividends, stock splits, and similar changes in ownership for the shares held in the Plan to the same extent as other ordinary TSYS shareholders. | ||
The Plan provides that each participant may withdraw at any time all or some of his or her account balance. The participant may elect to receive the proceeds in the form of shares of common stock of TSYS or in a lump-sum cash distribution. | ||
The Plan provides that upon termination of participation in the Plan, each former participant will receive, at his or her discretion, (i) the full number of shares of TSYS common stock held on his or her behalf by the Agent, together with a check for any fractional share interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held on his or her behalf by the Agent. | ||
Participation in the Plan shall automatically terminate upon termination of a participants status as a director whether by death, retirement, resignation, or otherwise. | ||
TSYS expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participants right to the benefit of contributions made by him or her, or TSYS prior to the date of such amendment or termination. | ||
TSYS reserves the right to suspend its matching contributions to the Plan if its board of directors feels that TSYS financial condition warrants such action. |
4
(2) | Summary of Significant Accounting Policies | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | ||
The Plans investment in common stock of TSYS is stated at fair value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange market for which such securities are traded. The December 31, 2010 and 2009 fair values were $15.38 per share and $17.27 per share, respectively. | ||
The Plans investment in the common stock of TSYS is exposed to market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plans financial statements. | ||
The realized gain or loss on distributions to participants is determined by computing the difference between the average cost per share of common stock and the fair value per share at the date of distribution to the participants, less transaction costs. | ||
Contributions by TSYS and participating directors are accounted for on the accrual basis. Withdrawals are accounted for upon distribution. | ||
Purchases and sales of TSYS common stock are reflected on a trade-date basis. Dividend income is accrued on the record date. | ||
(3) | Fair Value Measurements | |
The Plan determines the fair value of its assets consistent with the provisions of the accounting standard for fair value measurements and disclosures. The accounting standard provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the accounting standard are described below: |
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access. | |||
Level 2 inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | |||
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. |
5
In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plans investment in TSYS common stock is considered a Level 1 input under the fair value hierarchy. | ||
Management of the Plan also believes that the carrying amount of the receivables is a reasonable approximation of fair value due to their short-term nature. | ||
(4) | Tax Status of the Plan | |
The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by TSYS. Cash dividends paid on common stock of TSYS purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the common stock of TSYS purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. | ||
(5) | Unrealized Appreciation (Depreciation) in Common Stock of TSYS | |
Changes in unrealized appreciation (depreciation) in common stock of TSYS are as follows: |
2010 | 2009 | 2008 | ||||||||||
Unrealized depreciation at end of year |
(103,005 | ) | 72,547 | (428,843 | ) | |||||||
Unrealized appreciation at beginning of year |
72,547 | (428,843 | ) | 1,305,166 | ||||||||
Unrealized appreciation (depreciation) for the year |
(175,552 | ) | 501,390 | (1,734,009 | ) | |||||||
(6) | Realized Gain (Loss) on Withdrawal/Distributions to Participants |
The gain (loss) realized on withdrawal/distributions to participants is summarized as follows: |
2010 | 2009 | 2008 | ||||||||||
Market value
at dates of distribution or redemption of common stock of TSYS |
$ | 65,373 | 950,621 | 7,661 | ||||||||
Less cost
(computed on an average cost basis) of shares of common stock of TSYS
distributed or redeemed |
64,722 | 1,118,017 | 5,871 | |||||||||
Total realized gain (loss) |
$ | 651 | (167,396 | ) | 1,790 | |||||||
6
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