UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2011
Commission file number 1-10254
TOTAL SYSTEM SERVICES, INC.
(Exact name of registrant as specified in its charter)
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) |
(Registrants telephone number, including area code) (706) 649-2310
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered | |
Common Stock, $.10 Par Value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES ¨ NO x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated Filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
As of June 30, 2011, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately $3,442,506,000 based on the closing sale price as reported on the New York Stock Exchange.
As of February 21, 2012, there were 188,880,349 shares of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Documents |
Form 10-K Reference Locations | |||
Portions of the Annual Report to Shareholders for the year ended December 31, 2011 (Annual Report) | Parts I, II, III and IV | |||
Portions of the 2012 Proxy Statement for the Annual Meeting of Shareholders to be held May 1, 2012 (Proxy Statement) | Part III |
Page | ||||||
Part I | ||||||
Safe Harbor Statement | 1 | |||||
Item 1. | 1 | |||||
Item 1A. | 5 | |||||
Item 1B. | 12 | |||||
Item 2. | 12 | |||||
Item 3. | 12 | |||||
Item 4. | 12 | |||||
Part II | ||||||
Item 5. | 12 | |||||
Item 6. | 13 | |||||
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||||
Item 7A. | 13 | |||||
Item 8. | 15 | |||||
Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
15 | ||||
Item 9A. | 15 | |||||
Item 9B. | 16 | |||||
Part III | ||||||
Item 10. | 16 | |||||
Item 11. | 17 | |||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
17 | ||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
17 | ||||
Item 14. | 17 | |||||
Part IV | ||||||
Item 15. | 18 |
We have included or incorporated by reference in this Annual Report on Form 10-K, and from time to time our management may make, statements that may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which by their nature are inherently uncertain and outside our control. These statements include statements other than historical information or statements of current condition and may relate to our future plans, objectives and results, among other things, and also include (without limitation) statements made in Managements Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of this annual report. It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, among others, those discussed under Risk Factors in Part I, Item 1A of this annual report and Managements Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of this annual report.
Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made, whether as a result of new information, future events or otherwise except as required by applicable law. You should, however, consult further disclosures we may make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto.
Item 1. | Business |
Business. Based in Columbus, Georgia, and traded on the New York Stock Exchange under the symbol TSS, we are a global payment solutions provider that provides services to financial and nonfinancial institutions. The services we provide are divided into three operating segments, North America Services, which accounted for 51.4% of our revenues in 2011, International Services, which accounted for 21.6% of our revenues in 2011, and Merchant Services, which accounted for 27.0% of our revenues in 2011.
Seasonality. Due to the somewhat seasonal nature of the credit card industry, our revenues and results of operations have generally increased in the fourth quarter of each year because of increased transaction and authorization volumes during the traditional holiday shopping season.
1
Intellectual Property. Our intellectual property portfolio is a component of our ability to be a leading electronic payment services provider. We diligently protect and work to build our intellectual property rights through patent, servicemark and trade secret laws. We also use various licensed intellectual property to conduct our business. In addition to using our intellectual property in our own operations, we grant licenses to certain of our clients to use our intellectual property.
Major Customer. A significant amount of our revenues is derived from long-term contracts with large clients, including our major customer during 2011, Bank of America Corporation. For the year ended December 31, 2011, Bank of America Corporation accounted for approximately 11.7% of our total revenues. As a result, the loss of Bank of America Corporation, or other large clients, could have a material adverse effect on our financial position, results of operations and cash flows. See Major Customer and Operating Segments under the Financial Review Section on page 20, and 20 through 23, respectively, and Note 22 on pages 61 through 63 of the Annual Report which are incorporated in this document by reference.
Competition. We encounter vigorous competition in providing electronic payment services from several different sources. TSYS core business is derived from third-party processing for issuers and merchant acquirers. Most of the national market in third party processors is presently being provided by approximately three vendors. We believe that as of December 31, 2011 we are the largest third party card processor in the United States. In addition, we compete with banks and acquirers who choose to process payments in house through proprietary systems and with software vendors which provide their products to institutions which process in house. We are presently encountering, and in the future anticipate continuing to encounter, substantial competition from data processing, bankcard computer service firms and third-party software vendors within the United States and from certain international processors, in-country providers and third-party software vendors with respect to our International Services segment. In addition, payments networks such as Visa, MasterCard and Discover are increasingly offering products and services that compete with our products and services.
Based upon available market share data that includes cards processed in house, we believe that during 2011 we provided issuer processing services for 18% of the domestic consumer credit card accounts in market, 51% of the domestic commercial credit card accounts in market, 66% of the Canadian credit card accounts in market and 16% of the Western European credit card accounts in market. With respect to the Merchant Services Segment, we provide third party processing services to merchant acquirers and Independent Sales Organizations (ISOs) and we are a direct merchant acquirer through TSYS Merchant Solutions. We believe that we are the second largest processor of merchant accounts and process transactions for approximately 19% of all bankcard accepting merchant locations in the United States. Our direct merchant acquirer business is ranked as the 10th largest merchant acquirer by dollar volume according to The Nilson Report dated March 2011.
Our major competitor in the card processing industry is First Data Resources, LLC, a wholly owned subsidiary of First Data Corporation, which provides card processing services. The principal methods of competition between us and First Data Resources are price, system performance and reliability, breadth of features and functionality, disaster recovery capabilities
2
and business continuity preparedness, data security, scalability and flexibility of infrastructure and servicing capability. Other affiliates of First Data Corporation also compete with us with respect to the provision of merchant services.
Backlog of Accounts. As of December 31, 2011, we had a pipeline of approximately 26 million net accounts which are expected to be converted by August 2013.
Regulation and Examination. Government regulation affects key aspects of our business, in the U.S. as well as internationally. We are subject to examination by the Federal Financial Institutions Examination Council, an interagency body comprised primarily of federal banking regulators, and also subject to examination by the various state financial regulatory agencies which supervise and regulate the financial institutions for which we provide electronic payment processing services. Matters reviewed and examined by these federal and state financial institution regulatory agencies have included our internal controls in connection with our present performance of electronic payment processing services, and the agreements pursuant to which we provide such services. In addition, we are registered with Visa, MasterCard, American Express and the Discover Network as a service provider and are subject to their respective rules.
Aspects of our business are also subject to privacy regulation in the United States, the European Union and elsewhere. For example, in the United States, we and our financial institution clients are respectively subject to the Federal Trade Commissions and the federal banking agency information safeguarding requirements under the Gramm-Leach-Bliley Act. The Federal Trade Commissions information safeguarding rules require us to develop, implement and maintain a written, comprehensive information security program containing safeguards that are appropriate for our size and complexity, the nature and scope of our activities and the sensitivity of any customer information at issue. Our financial institution clients in the United States are subject to similar requirements under the guidelines issued by the federal banking agencies. As part of their compliance with these requirements, each of our U.S. financial institution clients is expected to have a program in place for responding to unauthorized access to, or use of, customer information that could result in substantial harm or inconvenience to customers.
As are all U.S. citizens and U.S. entities, we are subject to regulations imposed by the U.S. Treasury Office Department of Foreign Assets Control (OFAC) which prohibit or restrict financial and other transactions with specified countries, and designated individuals and entities such as terrorists and narcotics traffickers. We have procedures and controls in place which are designed to protect against having direct business dealings with such prohibited countries, individuals or entities. We also have procedures and controls in place which are designed to allow our processing clients to protect against having direct business dealings with such prohibited countries, individuals or entities. However, due to the complexity of the payments systems to which our clients belong, such as MasterCard and Visa, it is possible our computer systems may be used in the processing of transactions involving countries or parties subject to OFAC administered sanctions.
We and the rest of the financial services industry continue to experience increased legislative and regulatory scrutiny, including the enactment of additional legislative and regulatory initiatives such as the Dodd-Frank Wall Street Reform and Consumer Protection Act
3
(the Reform Act). This legislation, which provides for significant financial regulatory reform, may have a significant and negative impact on our clients, which could impact TSYS earnings through fee reductions, higher costs (both regulatory and implementation) and new restrictions on our operations. The Reform Act, among other things, provides for the regulation and oversight by the Federal Reserve Board of debit interchange fees that are typically paid by acquirers and charged or received by a payment card network for the purpose of compensating an issuer for its involvement in an electronic debit transaction. As of October 1, 2011, in accordance with the Reform Act, the Federal Reserve Board capped the maximum U.S. debit interchange fee assessed for cards issued by large financial institutions at twenty-one cents plus five basis points, before applying an interim fraud adjustment up to an additional one cent. Although we cannot predict the impact that the debit interchange regulations will ultimately have on us, we do not expect that they will have a significant negative impact on our business.
The Reform Act also created a new Consumer Financial Protection Bureau with responsibility for most federal consumer protection laws in the area of financial services, including consumer credit. The bureaus future actions may make payment card transactions less attractive to card issuers, including TSYS clients, and thus negatively impact our business. In addition, the Reform Act created a Financial Stability Oversight Council that has the authority to determine whether nonbank financial companies such as TSYS should be supervised by the Federal Reserve Board because they are systemically important to the U.S. financial system. Any such designation would result in increased regulatory burdens on our business.
Employees. As of December 31, 2011, we had approximately 8,200 employees.
Available Information. Our website address is www.tsys.com. You may obtain free electronic copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports in the Investor Relations section of our website under the heading SEC Filings. These reports are available on our website as soon as reasonably practicable after we electronically file them with the Securities and Exchange Commission.
We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees and have also adopted Corporate Governance Guidelines. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines and the charters of our board committees are available in the Corporate Governance section of our website at www.tsys.com under Investor Relations then Corporate Governance.
For more information about our business see the Financial Overview Section on pages 9 through 11, the Financial Review Section on pages 11 through 31 and Note 1, Note 2, Note 8, Note 19, Note 22 and Note 24 of Notes to Consolidated Financial Statements on pages 36 through 44, pages 46 and 47, pages 57 and 58, and pages 61 through 66 of the Annual Report which are incorporated in this document by reference.
4
Item 1A. | Risk Factors |
This section highlights specific risks that could affect our business and us. Although this section attempts to highlight key factors, please be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. In addition to the factors discussed elsewhere or incorporated by reference in this report, among the other factors that could cause actual results to differ materially are the following:
Consolidation among financial institutions, including the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients, or the nationalization or seizure by banking regulators of TSYS clients, could materially impact our financial position and results of operation.
Consolidation among financial institutions, particularly in the area of credit card operations, continues to be a major risk. Specifically, we face the risk that our clients may merge with entities that are not our clients, our clients may sell portfolios to entities that are not our clients and, based on current economic conditions, our clients may be seized by banking regulators or nationalized, thereby impacting our existing agreements and projected revenues with these clients. In addition, consolidation among financial institutions has led to an increasingly concentrated client base at TSYS which results in a changing client mix toward larger clients. Continued consolidations among financial institutions could increase the bargaining power of our current and future clients. Consolidation among financial institutions, the nationalization of financial institutions or the seizure by banking regulators of financial institutions and the resulting loss of any significant client by us could have a material adverse effect on our financial position and results of operations.
If we do not successfully renew or renegotiate our agreements with our clients, our business will suffer.
A significant amount of our revenues is derived from long-term contracts with large clients, including a major customer. Consolidation among financial institutions has resulted in an increasingly concentrated client base. The financial position of these clients and their willingness to pay for our products and services are affected by general market positions, competitive pressures and operating margins within their industries. Renewal or renegotiation time presents our clients with the opportunity to consider other providers. The loss or renegotiation of our contracts with existing clients or a significant decline in the number of transactions we process for them could have a material adverse effect on our financial position and results of operation.
Economic conditions could adversely affect our business.
A significant portion of our revenues is derived from the number of consumer credit transactions that we process which may be affected by, among other things, overall economic conditions. The payment processing industry depends heavily upon the overall level of consumer, business and government spending. Any change in economic factors, including a sustained deterioration in general economic conditions or consumer confidence, particularly in
5
the United States or Europe, or increases in interest rates in key countries in which we operate may adversely affect our financial performance by reducing the number of transactions involving credit and debit cards. Future reductions in consumer spending through credit card usage could have a material adverse affect on our financial position and results of operations.
Security and privacy breaches of our systems and system failures may damage client relations, our reputation and expose us to financial liability.
The uninterrupted operation of our processing systems and the confidentiality of the client information that resides on our systems is critical to the successful operation of our business. We have security, backup and recovery systems in place, as well as business continuity plans designed to ensure our systems will not be inoperable. However, there is still a risk that a system outage or data loss may occur which would not only damage our reputation but as a result of contractual commitments could also require the payment of penalties to our clients if our systems do not meet certain operating standards. We also have what we believe to be sufficient security around our systems to prevent unauthorized access. An information breach in the system and loss of confidential information could have a longer and more significant impact on our business than a hardware failure. We electronically store personal information, such as credit card numbers and related information, about consumers who are customers of our clients. If we are unable to protect, or our clients perceive that we are unable to protect, the security and privacy of our electronic transactions, our growth could be materially adversely affected. A security or privacy breach or a system failure may:
| cause our clients to lose confidence in our services; |
| harm our reputation; |
| expose us to financial liability, both as a result of litigation and contractually; |
| cause us to modify our protective measures which would increase our expenses; and |
| increase our expenses from potential remediation costs. |
Our financial exposure from the items referenced above may either not be insured against or not fully covered through any insurance maintained by us. In addition, our ability to attract and retain clients and employees could be adversely affected to the extent our reputation is damaged. While we believe we use proven applications designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications will be sufficient to counter all current and emerging technology threats designed to breach our systems in order to gain access to confidential client information or our intellectual property or assurance that our use of these applications will be sufficient to address the security and privacy concerns of existing and potential clients.
6
We may incur expenses associated with the signing of a significant client to our processing system and in connection with our efforts to grow internationally or incur other costs that may hurt our financial results.
We incur significant up-front expenses prior to converting a significant client to our processing systems. In the event we enter into a processing contract with a significant client, these expenses will directly affect our earnings results. In addition, we provide services to our clients worldwide. We are likely to incur costs in growing our business internationally, and there is no guarantee that such international expansion will be successful. We may also incur other expenses and costs, such as operating and marketing expenses. If we are unable to successfully manage these expenses as our business develops, changes and expands, our financial position and results of operations could be negatively impacted. In addition, changes in accounting policies can significantly affect how we calculate expenses and earnings.
There may be a decline in the use of credit cards as a payment mechanism for consumers or adverse developments with respect to the credit card industry in general.
If consumers do not continue to use credit cards as a payment mechanism for their transactions or if there is a change in the mix of payments between cash, credit cards and debit cards, it could have a material adverse effect on our financial position and results of operations. We believe future growth in the use of credit cards will be driven by the cost, ease-of-use, and quality of products and services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to use credit cards. Moreover, if there is an adverse development in the credit card industry in general, such as new legislation or regulation that makes it more difficult for our clients to do business, our financial position and results of operations may be adversely affected.
We may not convert and deconvert clients portfolios as scheduled.
The timing of the conversion of card portfolios of new clients to our processing systems and the deconversion of existing clients to other systems impacts our revenues and expenses. There is no guarantee that conversions and deconversions will occur as scheduled and this may have a material adverse effect on our financial position and results of operations.
Acquisitions and integrating such acquisitions create certain risks and may affect our financial results.
We have acquired businesses both in the United States and internationally and will continue to explore opportunities for strategic acquisitions in the future. The acquisition and integration of businesses involves a number of risks. The core risks are in the areas of valuation (negotiating a fair price for the business based on inherently limited diligence) and integration (managing the complex process of integrating the acquired companys people, products, technology and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition). In addition, international acquisitions often involve additional or increased risks including for example:
| managing geographically separated organizations, systems and facilities; |
| integrating personnel with diverse business backgrounds and organizational cultures; |
7
| complying with foreign regulatory requirements; |
| fluctuations in currency exchange rates; |
| difficulty entering new foreign markets due to, among other things, customer acceptance and business knowledge of these new markets; and |
| general economic and political conditions. |
The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of our combined businesses and the possible loss of key personnel. The diversion of managements attention and any delays or difficulties encountered in connection with acquisitions and the integration of the two companies operations could have an adverse effect on our financial position and results of operations.
Our business may be adversely affected by risks associated with foreign operations.
We provide services to our clients worldwide. As a result, our revenues derived from international operations are subject to risk of loss from foreign currency exchange rates. Revenue and profit generated by international operations will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. We have not entered into foreign exchange forward contracts to mitigate the risks associated with our foreign operations. In addition, we may become subject to exchange control regulations that might restrict or prohibit the conversion of our foreign currency into U.S. dollars. The occurrence of any of these factors could decrease the value of revenues we receive from international operations and adversely affect our financial position and results of operations. In addition, our revenues derived from international operations are subject to risk of loss as a result of social instability and unfavorable political or diplomatic developments which could negatively impact our financial results.
The costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our financial position and results of operations.
We are involved in various litigation matters and from time to time may be involved in governmental or regulatory investigations or similar matters arising out of our business. Our insurance may not cover all claims that may be asserted against it, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our financial position and results of operations. In addition, we may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all. For more information about our legal proceedings, see Item 3 of this annual report.
8
The ability to adapt technology to changing industry and customer needs or trends may affect our competitiveness or demand for our products, which may adversely affect our financial results.
Changes in technology may limit the competitiveness of and demand for our services and may result in our disintermediation from the payments value chain. The payment processing market in which we compete is subject to rapid and significant technological changes, developing industry standards and changing customer needs and preferences. Also, our customers continue to adopt new technology for business and personal uses. We must anticipate and respond to these industry and customer changes in order to remain competitive. Our inability to respond to new competitors and technological advancements could have a material adverse affect on our financial position and results of operations.
We operate in a competitive business environment, and if we are unable to compete effectively our financial position may be adversely affected.
The market for payment processing services is intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. We face direct competition from third parties, and since certain of our larger potential clients develop their key applications in-house and therefore view their system requirements from a make-versus-buy perspective, we often compete against our potential clients in-house capacities. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. There can be no assurance that we will be able to compete successfully against current or future competitors or that the competitive pressures we face in the markets in which we operate will not materially adversely affect our financial position and results of operations.
Changes in the laws, regulations, credit card association rules or other industry standards affecting our business may impose costly compliance burdens and negatively impact our business.
There may be changes in the laws, regulations, credit card association rules or other industry standards that affect our operating environment in substantial and unpredictable ways in the U.S. as well as internationally. Changes to statutes, regulations or industry standards, including interpretation and implementation of statutes, regulations or standards, could increase the cost of doing business or affect the competitive balance. Regulation of the payments industry has increased significantly in recent years. Failure to comply with laws, rules and regulations or standards to which we are subject in the U.S. as well as internationally, including the card network rules and rules with respect to privacy and information security, may result in the suspension or revocation of a license or registration, the limitation, suspension or termination of service, and the imposition of fines, sanctions or other penalties, which could have a material adverse effect on our financial position and results of operations, as well as damage our reputation.
We and the rest of the financial services industry continue to experience increased legislative and regulatory scrutiny, including the enactment of additional legislative and regulatory initiatives such as the Dodd-Frank Wall Street Reform and Consumer Protection Act. This legislation provides for significant financial regulatory reform. The Reform Act, among
9
other things, provides for the regulation and oversight by the Federal Reserve Board of debit interchange fees that are typically paid by acquirers and charged or received by a payment card network for the purpose of compensating an issuer for its involvement in an electronic debit transaction. The Reform Act also created a new Consumer Financial Protection Bureau with responsibility for most federal consumer protection laws in the area of financial services, including consumer credit. In addition, the Reform Act created a Financial Stability Oversight Council that has the authority to determine whether nonbank financial companies such as TSYS should be supervised by the Federal Reserve Board because they are systemically important to the U.S. financial system. Any such designation would result in increased regulatory burdens on our business. The overall impact of the Reform Act on TSYS is difficult to estimate. Current and future regulations as a result of the Reform Act may adversely affect our business or operations, directly or indirectly (if, for example, our clients businesses and operations are adversely affected). In addition, we are subject to tax laws in each jurisdiction where we do business. Changes in tax laws or their interpretations could decrease the value of revenues we receive, the value of tax losses and tax credits carry forwards recorded on our balance sheet and the amount of our cash flow and have a material adverse effect on our financial position and results of operations.
We are subject to the business cycles and credit risk of our merchant customers and our independent sales organizations.
A recessionary economic environment could affect our merchants through a higher rate of business closures, resulting in lower revenues and earnings for us. Our merchants are liable for any charges properly reversed by the card issuer on behalf of the cardholder. Our merchants and ISOs are also liable for any fines, or penalties, that may be assessed by any card networks. In the event, however, that we are not able to collect such amounts from the merchants or ISOs, due to merchant fraud, breach of contract, insolvency, bankruptcy or any other reason, we may be liable for any such charges which could have a material adverse effect on our financial position and results of operations.
We incur chargeback liability when our merchants refuse or cannot reimburse chargebacks resolved in favor of their customers. We cannot accurately anticipate these liabilities, which may adversely affect our financial results.
In the event a billing dispute between a cardholder and a merchant is not resolved in favor of the merchant, the transaction is normally charged back to the merchant and the purchase price is credited or otherwise refunded to the cardholder. If we are unable to collect such amounts from the merchants account or reserve account (if applicable), or if the merchant refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback, we bear the loss for the amount of the refund paid to the cardholder. We may experience significant losses from chargebacks in the future. Any increase in chargebacks not paid by our merchants could have a material adverse affect on our financial position and results of operation.
10
Fraud by merchants or others may adversely affect our financial results.
We have potential liability for fraudulent bankcard transactions or credits initiated by merchants or others. Examples of merchant fraud include when a merchant knowingly uses a stolen or counterfeit bankcard or card number to record a false sales transaction, processes an invalid bankcard, or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeit and fraud. While we have systems and procedures designed to detect and reduce the impact of fraud, we cannot assure the effectiveness of these measures. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud would increase our chargeback liability or other liability. Increases in chargebacks or other liability could have a material adverse effect on our financial position and results of operations.
We may not be able to successfully manage our intellectual property and may be subject to infringement claims.
In the rapidly developing legal framework, we rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our proprietary technology. Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or may develop software or technology competitive to us. Our competitors may independently develop similar technology, duplicate our products or services or design around our intellectual property rights. We may have to litigate to enforce and protect our intellectual property rights, trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive and could cause a diversion of resources and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our business and ability to compete.
We may also be subject to costly litigation in the event our products and technology infringe upon another partys proprietary rights. Third parties may have, or may eventually be issued, patents that would be infringed by our products or technology. Any of these third parties could make a claim of infringement against us with respect to our products or technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages. An adverse determination in any litigation of this type could require us to design around a third partys patent or to license alternative technology from another party. In addition, litigation is time consuming and expensive to defend and could result in the diversion of the time and attention of our management and employees. Any claim from third parties may result in limitation on our ability to use the intellectual property subject to these claims.
If we lose key personnel or are unable to attract additional qualified personnel, our business could be adversely affected.
We are dependent upon the ability and experience of a number of highly skilled technical, management and sales and marketing personnel who have substantial experience with our operations, the rapidly changing transaction processing industry and markets in which we offer our services. It is possible that the loss of the services of one or a combination of our key
11
personnel would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, manage and retain additional qualified management and technical personnel. Competition for the best people, particularly those individuals with technology experience, is intense. We cannot guarantee that we will continue to attract or retain such personnel.
Item 1B. | Unresolved Staff Comments |
None.
Item 2. | Properties |
As of December 31, 2011, we and our subsidiaries owned 14 facilities encompassing approximately 1,445,546 square feet and leased 51 facilities encompassing approximately 748,024 square feet. These facilities are used for operational, sales and administrative purposes.
Owned Facilities | Leased Facilities | |||||||||||
Number | Square Footage | Number | Square Footage | |||||||||
North America Services |
9 | 1,345,800 | 8 | 200,097 | ||||||||
International Services |
2 | 96,368 | 26 | 250,245 | ||||||||
Merchant Services |
3 | 3,378 | 17 | 297,682 |
We believe that our facilities are suitable and adequate for our current business; however, we periodically review our space requirements and may acquire new space to meet the needs of our businesses or consolidate and dispose of or sublet facilities which are no longer required.
See Note 1, Note 7, Note 19 and Note 22 of Notes to Consolidated Financial Statements on pages 36 through 44, page 46, pages 57 and 58, and pages 61 through 63 and Operating Expenses and Property and Equipment under the Financial Review Section on pages 23 and 24, and page 26, respectively, of the Annual Report which are incorporated in this document by reference.
Item 3. | Legal Proceedings |
See Note 19 of Notes to Consolidated Financial Statements on pages 57 and 58 of the Annual Report which is incorporated in this document by reference.
Item 4. | Mine Safety Disclosures |
None.
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities |
The Quarterly Financial Data (Unaudited), Stock Price, Dividend Information Section under the Financial Review Section on page 70, Note 17 of Notes to Consolidated Financial
12
Statements on pages 55 and 56 and Stock Performance Graph on page 71 of the Annual Report are incorporated in this document by reference. The Stock Performance Graph is incorporated herein by reference; however, this information shall not be deemed to be soliciting material or to be filed with the Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 6. | Selected Financial Data |
The Selected Financial Data Section which is set forth on page 9 of the Annual Report is incorporated in this document by reference.
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The Financial Overview and Financial Review Sections which are set forth on pages 9 through 31 of the Annual Report which includes the information encompassed within Managements Discussion and Analysis of Financial Condition and Results of Operations, are incorporated in this document by reference.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Foreign Exchange Risk. We are exposed to foreign exchange risk because we have assets, liabilities, revenues and expenses denominated in foreign currencies. These currencies are translated into U.S. dollars at current exchange rates, except for revenues, costs and expenses and net income, which are translated at the average exchange rate for each reporting period. Net exchange gains or losses resulting from the translation of assets and liabilities of our foreign operations, net of tax, are accumulated in a separate section of shareholders equity entitled accumulated other comprehensive income (loss), net. The amount of other comprehensive (loss) income, net of tax, related to foreign currency translation for the years ended December 31, 2011, 2010 and 2009 was:
(in millions) |
2011 | 2010 | 2009 | |||||||||
Comprehensive income (loss), net of tax |
$ | 1.1 | ($ | 7.5 | ) | $ | 12.1 |
Currently, we do not use financial instruments to hedge our exposure to exchange rate changes.
The following table presents the carrying value of the net assets of our foreign operations in U.S. dollars at December 31, 2011:
(in millions) |
December 31, 2011 | |||
Europe |
$ | 171.9 | ||
China |
76.3 | |||
Cyprus |
35.1 | |||
Japan |
27.2 | |||
Malaysia |
7.4 | |||
Other |
6.6 |
13
We record foreign currency translation adjustments associated with other balance sheet accounts. See Nonoperating Income (Expense) under the Financial Review Section on page 23 of the Annual Report which is incorporated in this document by reference. We maintain several cash accounts denominated in foreign currencies, primarily in Euros and British Pounds Sterling. As we translate the foreign-denominated cash balances into U.S. dollars, the translated cash balance is adjusted upward or downward depending upon the foreign currency exchange movements. The upward or downward adjustment is recorded as a gain or loss on foreign currency translation in our statements of income. As those cash accounts have increased, the upward or downward adjustments have increased. We recorded a net translation loss of approximately $3.1 million for the year ended December 31, 2011 relating to the translation of foreign denominated balance sheet accounts, most of which were cash. The balance of the foreign-denominated cash accounts subject to risk of translation gains or losses at December 31, 2011 was approximately $6.1 million, the majority of which is denominated in Euros and British Pounds Sterling.
We provide financing to our international operation in Europe through an intercompany loan that requires the operation to repay the financing in U.S. dollars. The functional currency of each operation is the respective local currency. As we translate the foreign currency denominated financial statements into U.S. dollars, the translated balance of the financing (liability) is adjusted upward or downward to match the U.S. dollar obligation (receivable) on our financial statements. The upward or downward adjustment is recorded as a gain or loss on foreign currency translation in other comprehensive income.
The net asset account balance subject to foreign currency exchange rates between the local currencies and the U.S. dollar at December 31, 2011 was $14.5 million.
The following table presents the potential effect on income before income taxes of hypothetical shifts in the foreign currency exchange rate between the local currencies and the U.S. dollar of plus or minus 100 basis points, 500 basis points and 1,000 basis points based on the net asset account balance of $14.5 million at December 31, 2011.
Effect of Basis Point Change | ||||||||||||||||||||||||
Increase in basis point of | Decrease in basis point of | |||||||||||||||||||||||
(in thousands) |
100 | 500 | 1,000 | 100 | 500 | 1,000 | ||||||||||||||||||
Effect on income before income taxes |
$ | 145 | 723 | 1,446 | (145 | ) | (723 | ) | (1,446 | ) |
The foreign currency risks associated with other currencies is not significant.
Interest Rate Risk. We are also exposed to interest rate risk associated with the investing of available cash. We invest available cash in conservative short-term instruments and are primarily subject to changes in the short-term interest rates.
14
The following table provides information about our debt obligations that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates. The information is presented in U.S. dollar equivalents, which is our reporting currency. The debt obligations actual cash flows are denominated in U.S. dollars (US) and Japanese YEN (YEN), as indicated in parentheses.
At December 31, 2011 |
Expected maturity date | |||||||||||||||||||||||
Liabilities |
2012 | 2013 | 2014 | 2015 | 2016 | TOTAL | ||||||||||||||||||
(US$ Equivalent in millions) | ||||||||||||||||||||||||
Long-term Debt: |
||||||||||||||||||||||||
Fixed Rate (US) |
$ | 13.3 | 13.4 | | | | $ | 26.7 | ||||||||||||||||
Average interest rate |
1.50 | % | 1.50 | % | 1.50 | % | ||||||||||||||||||
Variable Rate (US) |
$ | 168.0 | | | | | $ | 168.0 | ||||||||||||||||
Average interest rate |
0.87 | % | 0.87 | % | ||||||||||||||||||||
Variable Rate (YEN) |
$ | | | 25.7 | | | $ | 25.7 | ||||||||||||||||
Average interest rate |
0.96 | % | 0.96 | % |
Item 8. | Financial Statements and Supplementary Data |
The Quarterly Financial Data (Unaudited), Stock Price, Dividend Information Section, which is set forth on page 70, and the Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Cash Flows, Consolidated Statements of Equity and Comprehensive Income, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm and Managements Report on Internal Control Over Financial Reporting, which are set forth on pages 32 through 69 of the Annual Report are incorporated in this document by reference.
Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
None.
Item 9A. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and chief financial officer. Based on this evaluation, the chief executive officer and chief financial officer concluded that as of December 31, 2011, TSYS disclosure controls and procedures were designed and effective to ensure that the information required to be disclosed by TSYS in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and were also designed and effective to ensure that the information required to be disclosed in the reports that TSYS files or submits under the Exchange Act is accumulated and communicated to management, as appropriate to allow timely decisions regarding required disclosure.
15
Managements Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm. Managements Report on Internal Control Over Financial Reporting, which is set forth on page 69 of the Annual Report, and Report of Independent Registered Public Accounting Firm, which is set forth on page 68 of the Annual Report, are incorporated in this document by reference.
Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting occurred during the fourth fiscal quarter covered by this annual report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. | Other Information |
None.
Item 10. | Directors, Executive Officers and Corporate Governance |
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
| PROPOSALS TO BE VOTED ON PROPOSAL 1: ELECTION OF DIRECTORS, |
| EXECUTIVE OFFICERS, |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE, and |
| CORPORATE GOVERNANCE AND BOARD MATTERS Committees of the Board. |
We have a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive officer, our principal financial officer and our chief accounting officer. You can find our Code of Business Conduct and Ethics in the Corporate Governance section of our website at www.tsys.com under Investor Relations then Corporate Governance. We will post any amendments to the Code of Business Conduct and Ethics and any waivers that are required to be disclosed by the rules of either the SEC or the NYSE in the Corporate Governance section of our website.
16
Item 11. | Executive Compensation |
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
| DIRECTOR COMPENSATION, |
| EXECUTIVE COMPENSATION Compensation Discussion and Analysis, Compensation Committee Report, Risk Assessment of Compensation Programs and Compensation Tables and Narratives, and |
| CORPORATE GOVERNANCE AND BOARD MATTERS Committees of the Board Compensation Committee Interlocks and Insider Participation. |
The information included under the heading Compensation Committee Report in our Proxy Statement is incorporated herein by reference; however, this information shall not be deemed to be soliciting material or to be filed with the Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Information pertaining to equity compensation plans is contained in Note 15 of Notes to Consolidated Financial Statements on page 51 of the Annual Report and is incorporated in this document by reference.
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
| STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, and |
| PRINCIPAL SHAREHOLDERS. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and |
| CORPORATE GOVERNANCE AND BOARD MATTERS Independence. |
Item 14. | Principal Accountant Fees and Services |
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
| AUDIT COMMITTEE REPORT KPMG LLP Fees and Services (excluding the information under the main caption AUDIT COMMITTEE REPORT); and Policy on Audit Committee Pre-Approval. |
17
Item 15. | Exhibits and Financial Statement Schedules |
(a) 1. Financial Statements
The following consolidated financial statements of TSYS are incorporated in this document by reference from pages 32 through 69 of the Annual Report.
Consolidated Balance Sheets - December 31, 2011 and 2010.
Consolidated Statements of Income - Years Ended December 31, 2011, 2010 and 2009.
Consolidated Statements of Cash Flows - Years Ended December 31, 2011, 2010 and 2009.
Consolidated Statements of Equity and Comprehensive Income - Years Ended December 31, 2011, 2010 and 2009.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
Managements Report on Internal Control Over Financial Reporting.
2. Financial Statement Schedules
The following report of independent registered public accounting firm and consolidated financial statement schedule of TSYS are included:
Report of Independent Registered Public Accounting Firm.
Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, 2011, 2010 and 2009.
All other schedules are omitted because they are inapplicable or the required information is included in the consolidated financial statements and notes thereto.
3. Exhibits
The following exhibits are filed herewith or are incorporated to other documents previously filed with the SEC. Exhibits 10.6 through 10.40 pertain to executive compensation plans and arrangements. With the exception of those portions of the Annual Report and Proxy Statement that are expressly incorporated by reference in this Form 10-K, such documents are not to be deemed filed as part of this Form 10-K.
18
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. | |
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 | 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. |
19
10.7 | 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. | |
10.8 | 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. | |
10.9 | 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. | |
10.10 | 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. | |
10.11 | 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. | |
10.12 | 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. | |
10.13 | 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. | |
10.14 | 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. | |
10.15 | Summary of Board of Directors Compensation. | |
10.16 | 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. |
20
10.17 | 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. | |
10.18 | 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. | |
10.19 | 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. | |
10.20 | 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. | |
10.21 | 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. | |
10.22 | 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. | |
10.23 | 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. | |
10.24 | 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. |
21
10.25 | 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. | |
10.26 | 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. | |
10.27 | 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. | |
10.28 | 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. | |
10.29 | 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. | |
10.30 | 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. | |
10.31 | 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. | |
10.32 | 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. | |
10.33 | 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. |
22
10.34 | 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. | |
10.35 | 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. | |
10.36 | Form of Non-Employee Director Fully Vested Stock Option Agreement for the Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.37 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC on February 28, 2011. | |
10.37 | Form of Non-Employee Director Fully Vested Share Award Agreement for the Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.38 of TSYS Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC on February 28, 2011. | |
10.38 | Form of Stock Option Agreement for 2011 stock option awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.1 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the SEC on May 6, 2011. | |
10.39 | Form of Performance Share Agreement for 2011 performance share awards under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.2 of TSYS Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the SEC on May 6, 2011. | |
10.40 | 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. | |
13.1 | Certain specified pages of TSYS 2011 Annual Report to Shareholders which are incorporated herein by reference. |
23
21.1 | Subsidiaries of Total System Services, Inc. | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
24.1 | Powers of Attorney contained on the signature pages of this 2011 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, 2011 (to be filed as an amendment hereto within 120 days of the end of the period covered by this report.) |
We agree to furnish the SEC, upon request, a copy of each instrument with respect to issues of long-term debt. The principal amount of any individual instrument, which has not been previously filed, does not exceed ten percent of the total assets of TSYS and our subsidiaries on a consolidated basis.
24
Report of Independent Registered Public Accounting Firm
The Board of Directors
Total System Services, Inc.:
Under date of February 24, 2012, we reported on the consolidated balance sheets of Total System Services, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, cash flows, and equity and comprehensive income for each of the years in the three-year period ended December 31, 2011, as contained in the December 31, 2011 annual report on Form 10-K. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule in Schedule II. This financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Atlanta, Georgia
February 24, 2012
TOTAL SYSTEM SERVICES, INC.
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Additions | ||||||||||||||
Changes in | ||||||||||||||
Balance at | allowances, charges to | Balance at | ||||||||||||
beginning | expenses and changes | end | ||||||||||||
of period | to other accounts | Deductions | of period | |||||||||||
Year ended December 31, 2009: |
||||||||||||||
Provision for doubtful accounts |
$ | 2,690 | 980(1) | (2,054)(3) | $ | 1,616 | ||||||||
Provision for billing adjustments |
$ | 5,313 | 5,011(1) | (5,623)(3) | $ | 4,701 | ||||||||
Transaction processing accruals - processing errors |
$ | 5,417 | 4,056(2) | (3,989)(3) | $ | 5,484 | ||||||||
Year ended December 31, 2010: |
||||||||||||||
Provision for doubtful accounts |
$ | 1,616 | 500(1) | (134)(3) | $ | 1,982 | ||||||||
Provision for billing adjustments |
$ | 4,701 | (1,297)(1) | (844)(3) | $ | 2,560 | ||||||||
Transaction processing accruals - processing errors |
$ | 5,484 | 3,891(2) | (4,235)(3) | $ | 5,140 | ||||||||
Year ended December 31, 2011: |
||||||||||||||
Provision for doubtful accounts |
$ | 1,982 | 1,899(1) | (1,773)(3) | $ | 2,108 | ||||||||
Provision for billing adjustments |
$ | 2,560 | (347)(1) | (176)(3) | $ | 2,037 | ||||||||
Transaction processing accruals - processing errors |
$ | 5,140 | 3,763(2) | (3,581)(3) | $ | 5,322 |
(1) | Amount reflected includes charges to (recoveries of) bad debt expense which are classified in selling, general and administrative expenses and the charges for billing adjustment which are recorded against revenues. |
(2) | Amount reflected is the change in transaction processing accruals reflected in cost of services expenses. |
(3) | Accounts deemed to be uncollectible and written off during the year as it relates to bad debts. Amounts that relate to billing adjustments and transaction processing accruals reflect actual billing adjustments and processing errors charged against the allowances. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Total System Services, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TOTAL SYSTEM SERVICES, INC. | ||||||
(Registrant) | ||||||
Date: February 24, 2012 | By: | /s/ Philip W. Tomlinson | ||||
Philip W. Tomlinson, | ||||||
Principal Executive Officer and | ||||||
Chairman of the Board |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Philip W. Tomlinson and M. Troy Woods and each of them, his true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this report and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated.
/s/ Philip W. Tomlinson |
Date: February 24, 2012 | |||||
Philip W. Tomlinson, | ||||||
Principal Executive Officer and Chairman of the Board |
||||||
/s/ M. Troy Woods |
Date: February 24, 2012 | |||||
M. Troy Woods, | ||||||
President and Director |
/s/ James B. Lipham |
Date: February 24, 2012 | |||||
James B. Lipham, | ||||||
Senior Executive Vice President and Principal Financial Officer |
||||||
/s/ Dorenda K. Weaver |
Date: February 24, 2012 | |||||
Dorenda K. Weaver, | ||||||
Chief Accounting Officer | ||||||
/s/ James H. Blanchard |
Date: February 24, 2012 | |||||
James H. Blanchard, | ||||||
Director | ||||||
/s/ Richard Y. Bradley |
Date: February 24, 2012 | |||||
Richard Y. Bradley, | ||||||
Director | ||||||
/s/ Kriss Cloninger III |
Date: February 24, 2012 | |||||
Kriss Cloninger III, | ||||||
Director | ||||||
/s/ Walter W. Driver, Jr. |
Date: February 24, 2012 | |||||
Walter W. Driver, Jr., | ||||||
Director | ||||||
/s/ Gardiner W. Garrard, Jr. |
Date: February 24, 2012 | |||||
Gardiner W. Garrard, Jr., | ||||||
Director | ||||||
/s/ Sidney E. Harris |
Date: February 24, 2012 | |||||
Sidney E. Harris, | ||||||
Director | ||||||
/s/ Mason H. Lampton |
Date: February 24, 2012 | |||||
Mason H. Lampton, | ||||||
Director |
/s/ H. Lynn Page |
Date: February 24, 2012 | |||||
H. Lynn Page, | ||||||
Director | ||||||
/s/ W. Walter Miller, Jr. |
Date: February 24, 2012 | |||||
W. Walter Miller, Jr., | ||||||
Director | ||||||
/s/ John T. Turner |
Date: February 24, 2012 | |||||
John T. Turner, | ||||||
Director | ||||||
/s/ Richard W. Ussery |
Date: February 24, 2012 | |||||
Richard W. Ussery, | ||||||
Director | ||||||
/s/ James D. Yancey |
Date: February 24, 2012 | |||||
James D. Yancey, | ||||||
Director | ||||||
/s/ Rebecca K. Yarbrough |
Date: February 24, 2012 | |||||
Rebecca K. Yarbrough, | ||||||
Director |
Exhibit 10.15
TOTAL SYSTEM SERVICES, INC.
Board of Directors Compensation for Non-Employee Directors
Cash Compensation
Annual Board Retainer |
$ | 40,000 | ||
Annual Committee Member Retainers |
||||
Audit Committee |
$ | 15,000 | ||
Compensation Committee |
$ | 10,000 | ||
Corporate Governance and Nominating Committee |
$ | 7,500 | ||
Executive Committee |
$ | 10,000 | ||
Annual Committee Chair Retainers* |
||||
Audit Committee |
$ | 15,000 | ||
Compensation Committee |
$ | 10,000 | ||
Corporate Governance and Nominating Committee |
$ | 7,500 | ||
Executive Committee |
$ | 15,000 | ||
Annual Lead Director Retainer |
$ | 5,000 |
* | Note: The committee chair receives both an annual committee member retainer and an annual committee chair retainer. |
Equity Compensation
An annual equity award with a fixed value of $20,000, with 50% awarded in the form of fully vested stock options and 50% in the form of fully vested shares
Exhibit 13.1
Selected Financial Data
The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Financial Review sections of the Annual Report. The historical trends in TSYS results of operations and financial position over the last five years are presented below.
Years Ended December 31, | ||||||||||||||||||||
(in thousands, except per share data) | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Income Statement Data: |
||||||||||||||||||||
Total revenues |
$ | 1,808,966 | 1,717,577 | 1,677,483 | 1,711,534 | 1,651,981 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
$ | 322,456 | 309,429 | 344,026 | 371,122 | 351,437 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from continuing operations, net of tax |
$ | 222,662 | 208,866 | 225,720 | 253,085 | 239,315 | ||||||||||||||
(Loss) income from discontinued operations, net of tax |
| (3,245 | ) | (6,544 | ) | (1,409 | ) | 104 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
222,662 | 205,621 | 219,176 | 251,676 | 239,419 | |||||||||||||||
Net income attributable to noncontrolling interests |
(2,103 | ) | (11,674 | ) | (3,963 | ) | (1,576 | ) | (1,976 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to TSYS common shareholders |
$ | 220,559 | 193,947 | 215,213 | 250,100 | 237,443 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings per share (EPS)* attributable to TSYS common shareholders: |
||||||||||||||||||||
Income from continuing operations |
$ | 1.15 | 1.00 | 1.12 | 1.27 | 1.20 | ||||||||||||||
(Loss) income from discontinued operations |
| (0.02 | ) | (0.03 | ) | (0.01 | ) | 0.00 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
$ | 1.15 | 0.99 | 1.09 | 1.26 | 1.20 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted EPS* attributable to TSYS common shareholders: |
||||||||||||||||||||
Income from continuing operations |
$ | 1.15 | 1.00 | 1.12 | 1.27 | 1.20 | ||||||||||||||
(Loss) income from discontinued operations |
| (0.02 | ) | (0.03 | ) | (0.01 | ) | 0.00 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
$ | 1.15 | 0.99 | 1.09 | 1.26 | 1.20 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash dividends declared per share |
$ | 0.31 | 0.28 | 0.28 | 0.28 | 3.31 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
At December 31, | ||||||||||||||||||||
(in thousands) | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Total assets |
$ | 1,858,392 | 1,952,261 | 1,710,954 | 1,550,024 | 1,479,081 | ||||||||||||||
Obligations under long-term debt and capital leases, excluding current portion |
63,593 | 225,276 | 205,123 | 209,871 | 3,687 |
* | Note: Basic and diluted EPS amounts for continuing operations and net income do not total due to rounding. |
9
10
11
12
13
14
15
16
17
Results of Operations
Revenues
The Company generates revenues by providing transaction processing and other payment-related services. The Companys pricing for transactions and services is complex. Each category of revenue has numerous fee components depending on the types of transactions processed or services provided. TSYS reviews its pricing and implements pricing changes on an ongoing basis. In addition, standard pricing varies among its regional businesses, and such pricing can be customized further for customers through tiered pricing of various thresholds for volume activity. TSYS revenues are based upon transactional information accumulated by its systems or reported by its customers. The Companys revenues are impacted by currency translation of foreign operations, as well as doing business in the current economic environment. Of the total revenue increase of 5.3% for the year ended December 31, 2011, the Company estimates revenues increased by a net 0.3% due to foreign currency exposure and pricing, 2.5% due to the impact of acquisitions and increased 2.5% for volume changes.
TSYS revenues are generated primarily from charges based on the number of accounts on file (AOF), transactions and authorizations processed, statements mailed, cards embossed and mailed, and other processing services for cardholder AOF. Cardholder AOF include active and inactive consumer credit, retail, debit, stored value, government services and commercial card accounts.
18
TSYS payment processing revenues are influenced by several factors, including volumes related to AOF and transactions. TSYS estimates that approximately 53% of total payment processing revenues is AOF and transaction volume driven, and are driven primarily from processing services. The remaining 47% of payment processing revenues are not AOF and transaction volume driven, and are derived from production and optional services TSYS considers to be value added products and services, custom programming and licensing arrangements.
Whether or not an account on file is active can impact TSYS revenues differently. Active accounts are accounts that have had monetary activity either during the current month or in the past 90 days based on contractual definition. Inactive accounts are accounts that have not had a monetary transaction (such as a purchase or payment) in the past 90 days. The more active an account is, the more revenue is generated for TSYS (items such as transaction and authorizations processed and statements billed).
Occasionally, a client will purge inactive accounts from its portfolio. An inactive account typically will only generate an AOF charge. A processing client will periodically review its cardholder portfolio based upon activity and usage. Each client, based upon criteria individually set by the client, will flag an account to be purged from TSYS system and deactivated.
A deconversion involves a client migrating all of its accounts to an in-house solution or another processor. Account deconversions include active and inactive accounts and can impact the Companys revenues significantly more than an account purge.
A sale of a portfolio typically involves a client selling a portion of its accounts to another party. A sale of a portfolio and a deconversion impact the Companys financial statements in a similar fashion, although a sale usually has a smaller financial impact due to the number of accounts typically involved.
A summary of the consolidated financial highlights for the years ended December 31, 2011, 2010 and 2009 is provided below:
Years Ended December 31, | Percent Change | |||||||||||||||||||
(in millions, except per share data) | 2011 | 2010 | 2009 | 2011 vs. 2010 | 2010 vs. 2009 | |||||||||||||||
Total revenues |
$ | 1,809.0 | 1,717.6 | 1,677.5 | 5.3 | % | 2.4 | % | ||||||||||||
Operating income |
322.5 | 309.4 | 344.0 | 4.2 | (10.1 | ) | ||||||||||||||
Net income attributable to TSYS common shareholders |
220.6 | 193.9 | 215.2 | 13.7 | (9.9 | ) | ||||||||||||||
Basic EPS(1) attributable to TSYS common shareholders: |
||||||||||||||||||||
Income from continuing operations |
1.15 | 1.00 | 1.12 | 14.4 | (10.7 | ) | ||||||||||||||
Net income |
1.15 | 0.99 | 1.09 | 16.3 | (9.5 | ) | ||||||||||||||
Diluted EPS(1)attributable to TSYS common shareholders: |
||||||||||||||||||||
Income from continuing operations |
1.15 | 1.00 | 1.12 | 14.3 | (10.8 | ) | ||||||||||||||
Net income |
1.15 | 0.99 | 1.09 | 16.2 | (9.6 | ) | ||||||||||||||
Cash flows from operating activities |
435.9 | 389.2 | 423.1 | 12.0 | (8.0 | ) | ||||||||||||||
Key indicators: |
||||||||||||||||||||
AOF |
404.2 | 342.9 | 344.8 | 17.9 | (0.5 | ) | ||||||||||||||
Cardholder transactions processed |
8,687.8 | 7,670.4 | 7,272.9 | 13.3 | 5.5 |
(1) | Basic and diluted EPS is computed based on the two-class method in accordance with the guidance under Accounting Standards Codification (ASC) 260. Refer to Note 26 in the consolidated financial statements for more information on earnings per share. |
19
Total revenues increased 5.3%, or $91.4 million, for the year ended December 31, 2011, compared to the year ended December 31, 2010, which increased 2.4%, or $40.1 million, compared to the year ended December 31, 2009. The increase in revenues for 2011 and 2010 include an increase of $16.8 million and $1.0 million, respectively, related to the effects of currency translation of the Companys foreign-based subsidiaries and branches.
Excluding reimbursable items, revenues increased 6.8%, or $98.3 million, for the year ended December 31, 2011, compared to the year ended December 31, 2010, which increased 2.5%, or $35.1 million, compared to the year ended December 31, 2009. The Company expanded its product and service offerings through acquisitions during 2011 and 2010. The impact of these acquisitions on consolidated total revenues during the year of acquisition was $ 42.4 million and $97.7 million in 2011 and 2010, respectively.
Major Customer
A significant amount of the Companys revenues is derived from long-term contracts with large clients, including a major customer. TSYS derives revenues from providing various processing and other services to these clients, including processing of consumer and commercial accounts, as well as revenues for reimbursable items. Revenues from the major customer for the periods reported are primarily attributable to the North America Services segment and Merchant Services segment. The loss of the Companys major customer could have a material adverse effect on the Companys financial position, results of operations and cash flows.
In June 2009, Bank of America announced that it formed a new joint venture to provide merchant services. TSYS provides accounting, settlement, authorization and other services to Bank of America, which services accounted for approximately 4.9%, 6.0% and 5.3% of TSYS total revenues for 2011, 2010 and 2009, respectively.
TSYS provides a number of additional services to Bank of America, including commercial card processing, small business card processing and card production services. Approximately 44%, 46% and 40% of the total revenues derived from providing merchant services to Bank of America are attributable to reimbursable items for 2011, 2010 and 2009, respectively, which are provided at no margin.
In November 2010, TSYS and Bank of America agreed to a new agreement, during the term of which TSYS expects merchant services revenues from Bank of America to decline as Bank of America transitions its services to its new joint venture.
The loss of Bank of America as a merchant services client is not expected to have a material adverse effect on TSYS financial position, results of operations or cash flows.
Refer to Note 22 in the consolidated financial statements for more information on the major customer.
The Company works to maintain a large and diverse customer base across various industries. However, in addition to its major customer, the Company has other large clients representing a significant portion of its total revenues. The loss of any one of the Companys large clients could have a material adverse effect on the Companys financial position, results of operations and cash flows.
20
This segment has two major customers. Below is a summary of the North America Services segment:
Years Ended December 31, | Percent Change | |||||||||||||||||||
(in millions) | 2011 | 2010 | 2009 | 2011 vs. 2010 | 2010 vs. 2009 | |||||||||||||||
Total revenues |
$ | 954.6 | 956.5 | 1,048.9 | (0.2 | )% | (8.8 | )% | ||||||||||||
External revenues |
930.7 | 927.6 | 1,016.3 | 0.3 | (8.7 | ) | ||||||||||||||
Reimbursable items |
145.5 | 147.5 | 168.3 | (1.4 | ) | (12.3 | ) | |||||||||||||
Operating income* |
253.8 | 245.0 | 285.4 | 3.6 | (14.2 | ) | ||||||||||||||
Operating margin* |
26.6 | % | 25.6 | % | 27.2 | % | ||||||||||||||
Key indicators: |
||||||||||||||||||||
AOF |
351.4 | 296.7 | 305.2 | 18.5 | (2.8 | ) | ||||||||||||||
Transactions |
7,261.2 | 6,410.6 | 6,136.9 | 13.3 | 4.5 |
* | Note: Segment operating results do not include expenses associated with Corporate Administration. Refer to Note 22 for more information on operating segments. |
The $3.1 million increase in segment external revenues for 2011, as compared to 2010, is attributable to a $1.6 million decrease in reimbursable items due to lost business and a $55.9 million decrease related to client deconversion, price reductions and termination fees. This decrease was offset by a $60.6 million increase in new business and internal growth. The $88.7 million decrease in segment external total revenues in 2010 as compared to 2009 is attributable to $20.0 million decrease in reimbursable items due to lost business, $97.1 million related to client deconversions and price compression. This decrease was partially offset by $28.4 million in new business and internal growth.
21
Below is a summary of the Merchant Services segment:
Years Ended December 31, | Percent Change | |||||||||||||||||||
(in millions) | 2011 | 2010 | 2009 | 2011 vs. 2010 | 2010 vs. 2009 | |||||||||||||||
Total revenues | $ | 488.0 | 458.9 | 327.1 | 6.3 | % | 40.3 | % | ||||||||||||
External revenue | 487.4 | 457.8 | 325.6 | 6.5 | 40.6 | |||||||||||||||
Reimbursable items | 114.8 | 121.7 | 94.8 | (5.7 | ) | 28.4 | ||||||||||||||
Operating income* | 113.0 | 102.4 | 71.4 | 10.3 | 43.4 | |||||||||||||||
Operating margin* | 23.2 | % | 22.3 | % | 21.8 | % | ||||||||||||||
Key indicator: | ||||||||||||||||||||
Point-of-sale transactions |
4,955.5 | 5,315.4 | 5,194.4 | (6.8 | ) | 2.3 |
* | Note: Segment operating results do not include expenses associated with Corporate Administration. Refer to Note 22 for more information on operating segments. |
22
The $29.6 million increase in segment external revenues for 2011, as compared to 2010, is attributable to a $42.4 million increase for acquisitions offset by lower volume, the impact of the Durbin amendment, deconversions, and price compression. The $132.2 million increase in segment external total revenues for 2010, as compared to 2009, is the result of $17.9 million of organic growth and $91.8 million net increase for acquisitions, and was partially offset by price compression and deconversions.
The Merchant Services segment results are driven by the authorization and capture transactions processed at the point-of-sale and clearing and settlement transactions at the end of the day. This segments authorization and capture transactions are primarily through dial-up or Internet connectivity. With the acquisition of TMS, dollar sales volume also drives the Merchant Services segments results.
Operating Expenses
The changes in cost of services, and selling, general and administrative expenses for the years ended December 31, 2011 and 2010 include an increase of $16.2 million and $1.6 million, respectively, related to the effects of currency translation of the Companys foreign based subsidiaries and branches. The impact of acquisitions on consolidated total expenses was $39.1 million in 2011. The impact of acquisitions on consolidated total expenses was $83.1 million in 2010, including $4.1 million of professional and legal fees associated with the acquisition of TMS.
In February 2010, the Company reduced its overall workforce by approximately 5%, primarily from the U.S., through a targeted workforce reduction and attrition. Some positions were eliminated and some employees were terminated with severance.
Federal legislation was recently enacted which makes extensive changes to the current system of health care insurance and benefits. The Company has reviewed the legislation and, based upon information available, estimates the impact of the legislation on 2011 was approximately $1.4 million.
23
24
25
26
27
28
29
30
These forward-looking statements speak only as of the date on which they are made and TSYS does not intend to update any forward-looking statement as a result of new information, future developments or otherwise.
31
Consolidated Balance Sheets
December 31, | ||||||||
(in thousands, except per share data) | 2011 | 2010 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents (Note 5) |
$ | 316,337 | 394,795 | |||||
Restricted cash |
| 434 | ||||||
Accounts receivable, net of allowance for doubtful accounts and billing adjustments of $4.1 million and $4.5 million at 2011 and 2010, respectively |
248,541 | 237,646 | ||||||
Deferred income tax assets (Note 20) |
12,872 | 11,090 | ||||||
Prepaid expenses and other current assets (Note 6) |
72,431 | 77,848 | ||||||
|
|
|
|
|||||
Total current assets |
650,181 | 721,813 | ||||||
Property and equipment, net of accumulated depreciation and amortization (Notes 7 and 22) |
266,608 | 300,102 | ||||||
Computer software, net of accumulated amortization (Note 8) |
215,244 | 246,424 | ||||||
Contract acquisition costs, net of accumulated amortization (Note 9) |
162,987 | 166,251 | ||||||
Goodwill (Note 10) |
355,498 | 320,399 | ||||||
Equity investments (Note 11) |
82,924 | 77,127 | ||||||
Other intangible assets, net of accumulated amortization (Note 12) |
81,250 | 83,118 | ||||||
Deferred income tax assets, net |
4,069 | 2,704 | ||||||
Other assets |
39,631 | 34,323 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,858,392 | 1,952,261 | |||||
|
|
|
|
|||||
Liabilities |
||||||||
Current liabilities: |
||||||||
Accrued salaries and employee benefits |
$ | 33,004 | 27,414 | |||||
Accounts payable (Note 4) |
26,095 | 36,068 | ||||||
Current portion of long-term debt (Note 13) |
181,251 | 39,557 | ||||||
Current portion of obligations under capital leases (Note 13) |
14,363 | 13,191 | ||||||
Other current liabilities (Note 14) |
125,863 | 111,040 | ||||||
|
|
|
|
|||||
Total current liabilities |
380,576 | 227,270 | ||||||
Long-term debt, excluding current portion (Note 13) |
39,104 | 194,703 | ||||||
Deferred income tax liabilities (Note 20) |
32,889 | 42,547 | ||||||
Obligations under capital leases, excluding current portion (Note 13) |
24,489 | 30,573 | ||||||
Other long-term liabilities |
60,325 | 53,363 | ||||||
|
|
|
|
|||||
Total liabilities |
537,383 | 548,456 | ||||||
|
|
|
|
|||||
Redeemable noncontrolling interest |
| 146,000 | ||||||
|
|
|
|
|||||
Equity |
||||||||
Shareholders equity (Notes 15, 16, 17 and 18): |
||||||||
Common stock $0.10 par value. Authorized 600,000 shares; 201,860 and 201,326 issued at 2011 and 2010, respectively; 189,031 and 194,528 outstanding at 2011 and 2010, respectively |
20,186 | 20,133 | ||||||
Additional paid-in capital |
125,948 | 119,722 | ||||||
Accumulated other comprehensive loss, net |
(445 | ) | (2,585 | ) | ||||
Treasury stock (shares of 12,829 and 6,798 at 2011 and 2010, respectively) |
(225,034 | ) | (115,449 | ) | ||||
Retained earnings |
1,380,634 | 1,219,303 | ||||||
|
|
|
|
|||||
Total shareholders equity |
1,301,289 | 1,241,124 | ||||||
Noncontrolling interests in consolidated subsidiaries |
19,720 | 16,681 | ||||||
|
|
|
|
|||||
Total equity |
1,321,009 | 1,257,805 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 19) |
||||||||
Total liabilities and equity |
$ | 1,858,392 | 1,952,261 | |||||
|
|
|
|
See accompanying Notes to Consolidated Financial Statements
32
Consolidated Statements of Income
Years Ended December 31, | ||||||||||||
(in thousands, except per share data) | 2011 | 2010 | 2009 | |||||||||
Total revenues (Notes 4 and 22) |
$ | 1,808,966 | 1,717,577 | 1,677,483 | ||||||||
Cost of services |
1,257,970 | 1,201,012 | 1,149,883 | |||||||||
Selling, general and administrative expenses |
228,540 | 207,136 | 183,574 | |||||||||
|
|
|
|
|
|
|||||||
Operating income |
322,456 | 309,429 | 344,026 | |||||||||
Nonoperating expenses |
(5,905 | ) | (1,617 | ) | (3,441 | ) | ||||||
|
|
|
|
|
|
|||||||
Income from continuing operations before income taxes and equity in income of equity investments |
316,551 | 307,812 | 340,585 | |||||||||
Income taxes (Note 20) |
102,597 | 106,088 | 121,850 | |||||||||
|
|
|
|
|
|
|||||||
Income from continuing operations before equity in income of equity investments |
213,954 | 201,724 | 218,735 | |||||||||
Equity in income of equity investments, net of tax (Note 11) |
8,708 | 7,142 | 6,985 | |||||||||
|
|
|
|
|
|
|||||||
Income from continuing operations, net of tax |
222,662 | 208,866 | 225,720 | |||||||||
Loss from discontinued operations, net of tax |
| (3,245 | ) | (6,544 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income |
222,662 | 205,621 | 219,176 | |||||||||
Net income attributable to noncontrolling interests |
(2,103 | ) | (11,674 | ) | (3,963 | ) | ||||||
|
|
|
|
|
|
|||||||
Net income attributable to TSYS common shareholders |
$ | 220,559 | 193,947 | 215,213 | ||||||||
|
|
|
|
|
|
|||||||
Basic earnings per share (EPS)* attributable to TSYS common shareholders (Note 26): |
||||||||||||
Income from continuing operations |
$ | 1.15 | 1.00 | 1.12 | ||||||||
Loss from discontinued operations |
| (0.02 | ) | (0.03 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income |
$ | 1.15 | 0.99 | 1.09 | ||||||||
|
|
|
|
|
|
|||||||
Diluted EPS* attributable to TSYS common shareholders: |
||||||||||||
Income from continuing operations |
$ | 1.15 | 1.00 | 1.12 | ||||||||
Loss from discontinued operations |
| (0.02 | ) | (0.03 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income |
$ | 1.15 | 0.99 | 1.09 | ||||||||
|
|
|
|
|
|
|||||||
Amounts attributable to TSYS common shareholders: |
||||||||||||
Income from continuing operations |
$ | 220,559 | 197,192 | 221,757 | ||||||||
Loss from discontinued operations |
| (3,245 | ) | (6,544 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income |
$ | 220,559 | 193,947 | 215,213 | ||||||||
|
|
|
|
|
|
* | Note: Basic and diluted EPS amounts for continuing operations and net income may not total due to rounding. |
See accompanying Notes to Consolidated Financial Statements
33
Consolidated Statements of Cash Flows
Years Ended December 31, | ||||||||||||
(in thousands) | 2011 | 2010 | 2009 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 222,662 | 205,621 | 219,176 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Net loss on foreign currency translation |
3,091 | 162 | 2,607 | |||||||||
Equity in income of equity investments, net of tax |
(8,708 | ) | (7,142 | ) | (6,985 | ) | ||||||
Dividends received from equity investments |
6,835 | 6,572 | 4,942 | |||||||||
Share-based compensation |
16,477 | 15,832 | 16,128 | |||||||||
Excess tax expense (benefit) from share-based payment arrangements |
523 | (111 | ) | (6 | ) | |||||||
Depreciation and amortization |
169,165 | 163,111 | 156,471 | |||||||||
Amortization of debt issuance costs |
160 | 154 | 154 | |||||||||
Asset impairments |
799 | | | |||||||||
Provisions for (recoveries of ) bad debt expenses and billing adjustments |
1,552 | (798 | ) | 6,381 | ||||||||
Charges for transaction processing provisions |
4,750 | 3,891 | 6,556 | |||||||||
Deferred income tax expense (benefit) |
1,491 | (4,388 | ) | (3,864 | ) | |||||||
(Gain) loss on disposal of equipment, net |
(1,159 | ) | 145 | 375 | ||||||||
Loss on disposal of subsidiary |
| 1,591 | 5,713 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(7,044 | ) | (7,138 | ) | 10,807 | |||||||
Prepaid expenses, other current assets and other assets |
23,099 | (1,495 | ) | 27,893 | ||||||||
Accounts payable |
(15,512 | ) | 13,916 | (11,883 | ) | |||||||
Accrued salaries and employee benefits |
4,492 | (21,965 | ) | (11,697 | ) | |||||||
Other current liabilities and other liabilities |
13,646 | 21,202 | 369 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
436,319 | 389,160 | 423,137 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment, net |
(26,938 | ) | (46,547 | ) | (34,017 | ) | ||||||
Additions to licensed computer software from vendors |
(19,502 | ) | (69,826 | ) | (20,059 | ) | ||||||
Additions to internally developed computer software |
(17,882 | ) | (25,466 | ) | (31,445 | ) | ||||||
Proceeds from sale of trade name |
4,500 | | | |||||||||
Proceeds from disposition, net of expenses paid and cash disposed |
| 4,265 | 1,979 | |||||||||
Cash used in acquisitions and equity investments, net of cash acquired |
(47,909 | ) | (148,531 | ) | (294 | ) | ||||||
Purchase of private equity investments |
(1,573 | ) | | | ||||||||
Dividends received from equity investments as return of capital |
| 68 | | |||||||||
Subsidiary repurchase of noncontrolling interest |
(493 | ) | | | ||||||||
Additions to contract acquisition costs |
(31,623 | ) | (75,669 | ) | (35,596 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(141,420 | ) | (361,706 | ) | (119,432 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Purchase of noncontrolling interest |
(174,050 | ) | | | ||||||||
Repurchases of common stock |
(121,271 | ) | (46,228 | ) | (328 | ) | ||||||
Dividends paid on common stock |
(53,949 | ) | (55,087 | ) | (55,208 | ) | ||||||
Principal payments on long-term debt borrowings and capital lease obligations |
(28,892 | ) | (11,741 | ) | (18,869 | ) | ||||||
Subsidiary dividends paid to noncontrolling shareholders |
(433 | ) | (9,031 | ) | (235 | ) | ||||||
Excess tax expense (benefit) from share-based payment arrangements |
(523 | ) | 111 | 6 | ||||||||
Proceeds from borrowings of long-term debt |
| 39,757 | 5,334 | |||||||||
Proceeds from exercise of stock options |
8,065 | 543 | 2 | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
(371,053 | ) | (81,676 | ) | (69,298 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents: |
||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
(2,304 | ) | (938 | ) | (4,470 | ) | ||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents |
(78,458 | ) | (55,160 | ) | 229,937 | |||||||
Cash and cash equivalents at beginning of year |
394,795 | 449,955 | 220,018 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
$ | 316,337 | 394,795 | 449,955 | ||||||||
|
|
|
|
|
|
|||||||
Supplemental cash flow information: |
||||||||||||
Cash paid for interest |
$ | 3,088 | 2,191 | 3,368 | ||||||||
|
|
|
|
|
|
|||||||
Cash paid for income taxes, net of refunds |
$ | 82,084 | 122,173 | 104,004 | ||||||||
|
|
|
|
|
|
|||||||
Significant noncash transactions (Note 23) |
See accompanying Notes to Consolidated Financial Statements
34
Consolidated Statements of Equity and Comprehensive Income
TSYS Shareholders | ||||||||||||||||||||||||||||||||||||
(in thousands, except per share data) |
Redeemable Noncontrolling Interests |
Common Stock | Additional Paid-In Capital |
Accumulated Other Comprehensive Income (Loss) |
Treasury Stock |
Retained Earnings |
Noncontrolling Interests |
Total Equity |
||||||||||||||||||||||||||||
Shares | Dollars | |||||||||||||||||||||||||||||||||||
Balance as of December 31, 2008 |
$ | | 200,354 | $ | 20,036 | 126,889 | (6,627 | ) | (69,641 | ) | 920,292 | 9,901 | $ | 1,000,850 | ||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||
Net income |
| | | | | | 215,213 | 3,963 | 219,176 | |||||||||||||||||||||||||||
Other comprehensive (loss) income (OCI), net of tax (Note 18): |
||||||||||||||||||||||||||||||||||||
Foreign currency translation |
| | | | 12,145 | | | 17 | 12,162 | |||||||||||||||||||||||||||
Change in accumulated OCI related to postretirement healthcare plans |
| | | | 155 | | | | 155 | |||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Other comprehensive income |
12,317 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Comprehensive income |
231,493 | |||||||||||||||||||||||||||||||||||
Common stock issued from treasury shares for exercise of stock options (Note 16) |
| | | (17 | ) | | 19 | | | 2 | ||||||||||||||||||||||||||
Common stock issued for nonvested awards (Note 16) |
| 506 | 50 | (50 | ) | | | | | | ||||||||||||||||||||||||||
Share-based compensation (Note 16) |
| | | 16,225 | | | | | 16,225 | |||||||||||||||||||||||||||
Cash dividends declared ($0.28 per share) |
| | | | | | (55,255 | ) | | (55,255 | ) | |||||||||||||||||||||||||
Purchase of treasury shares (Note 17) |
| | | | | (328 | ) | | | (328 | ) | |||||||||||||||||||||||||
Subsidiary dividends paid to noncontrolling interests |
(235 | ) | (235 | ) | ||||||||||||||||||||||||||||||||
Tax shortfalls associated with share based payment arrangements |
| | | (3,305 | ) | | | | | (3,305 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2009 |
| 200,860 | 20,086 | 139,742 | 5,673 | (69,950 | ) | 1,080,250 | 13,646 | 1,189,447 | ||||||||||||||||||||||||||
Fair value of non-controlling interest in TMS |
145,659 | | | (34,659 | ) | | | | | (34,659 | ) | |||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||
Net income |
9,122 | | | | | | 193,947 | 2,552 | 196,499 | |||||||||||||||||||||||||||
Other comprehensive (loss) income, net of tax (Note 18): |
||||||||||||||||||||||||||||||||||||
Foreign currency translation |
| | | | (7,529 | ) | | | 733 | (6,796 | ) | |||||||||||||||||||||||||
Change in accumulated OCI related to postretirement healthcare plans |
| | | | (729 | ) | | | | (729 | ) | |||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Other comprehensive income |
(7,525 | ) | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Comprehensive income |
188,974 | |||||||||||||||||||||||||||||||||||
Common stock issued from treasury shares for exercise of stock options (Note 16) |
| | | (186 | ) | | 729 | | | 543 | ||||||||||||||||||||||||||
Common stock issued for nonvested awards (Note 16) |
| 466 | 47 | (47 | ) | | | | | | ||||||||||||||||||||||||||
Share-based compensation (Note 16) |
| | | 15,796 | | | | | 15,796 | |||||||||||||||||||||||||||
Cash dividends declared ($0.28 per share) |
| | | | | | (54,894 | ) | | (54,894 | ) | |||||||||||||||||||||||||
Purchase of treasury shares (Note 17) |
| | | | | (46,228 | ) | | | (46,228 | ) | |||||||||||||||||||||||||
Subsidiary dividends paid to noncontrolling interests |
(8,781 | ) | | | | | | | (250 | ) | (250 | ) | ||||||||||||||||||||||||
Tax shortfalls associated with share based payment arrangements |
| | | (924 | ) | | | | | (924 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2010 |
146,000 | 201,326 | 20,133 | 119,722 | (2,585 | ) | (115,449 | ) | 1,219,303 | 16,681 | 1,257,805 | |||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||
Net income |
(1,364 | ) | | | | | | 220,559 | 3,467 | 224,026 | ||||||||||||||||||||||||||
Other comprehensive (loss) income, net of tax (Note 18): |
||||||||||||||||||||||||||||||||||||
Foreign currency translation |
| | | | 1,056 | | | 603 | 1,659 | |||||||||||||||||||||||||||
Change in accumulated OCI related to postretirement healthcare plans |
| | | | 1,056 | | | | 1,056 | |||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Other comprehensive income |
2,715 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Comprehensive income |
226,741 | |||||||||||||||||||||||||||||||||||
Common stock issued from treasury shares for exercise of stock options (Note 16) |
| | | (3,450 | ) | | 11,515 | | | 8,065 | ||||||||||||||||||||||||||
Common stock issued for nonvested awards (Note 16) |
| 534 | 53 | (53 | ) | | | | | | ||||||||||||||||||||||||||
Common stock issued from treasury shares for nonvested awards (Note 16) |
| | | (172 | ) | | 172 | | | | ||||||||||||||||||||||||||
Share-based compensation (Note 16) |
| | | 16,513 | | | | | 16,513 | |||||||||||||||||||||||||||
Cash dividends declared ($0.31 per share) |
| | | | | | (59,228 | ) | | (59,228 | ) | |||||||||||||||||||||||||
Purchase of treasury shares (Note 17) |
| | | | | (121,272 | ) | | | (121,272 | ) | |||||||||||||||||||||||||
Adjustment to fair value of non-controlling interest in TMS |
29,414 | | | (6,828 | ) | | | | | (6,828 | ) | |||||||||||||||||||||||||
Redemption of redeemable noncontrolling interests |
(174,050 | ) | | | | | | | | | ||||||||||||||||||||||||||
Subsidiary dividends paid to noncontrolling interests |
| | | | | | | (433 | ) | (433 | ) | |||||||||||||||||||||||||
Subsidiary repurchase of noncontrolling interests |
| | | 77 | 28 | | | (598 | ) | (493 | ) | |||||||||||||||||||||||||
Tax benefits associated with share based payment arrangements |
| | | 139 | | | | | 139 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2011 |
$ | | 201,860 | $ | 20,186 | 125,948 | (445 | ) | (225,034 | ) | 1,380,634 | 19,720 | $ | 1,321,009 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements
35
Notes to Consolidated Financial Statements
36
37
38
39
40
41
42
43
44
45
46
47
The gross amount and accumulated impairment loss of goodwill at December 31, 2011 and 2010 is as follows:
2011 | ||||||||||||||||
North America Services |
International Services |
Merchant Services |
Consolidated | |||||||||||||
Gross amount |
$ | 70,614 | 33,369 | 253,740 | $ | 357,723 | ||||||||||
Accumulated impairment losses |
| | (2,225 | ) | (2,225 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Goodwill, net |
$ | 70,614 | 33,369 | 251,515 | $ | 355,498 | ||||||||||
|
|
|
|
|
|
|
|
2010 | ||||||||||||||||
North America Services |
International Services |
Merchant Services |
Consolidated | |||||||||||||
Gross amount |
$ | 70,614 | 33,188 | 218,822 | $ | 322,624 | ||||||||||
Accumulated impairment losses |
| | (2,225 | ) | (2,225 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Goodwill, net |
$ | 70,614 | 33,188 | 216,597 | $ | 320,399 | ||||||||||
|
|
|
|
|
|
|
|
In 2010, the Company sold certain assets and liabilities of TPOS, for which the Company had a pre-tax goodwill impairment of $2.2 million and is included in discontinued operations as part of the sale.
The changes in the carrying amount of goodwill at December 31, 2011 and 2010 are as follows:
(in thousands) | North America Services |
International Services |
Merchant Services |
Consolidated | ||||||||||||
Balance as of December 31, 2009 |
$ | 70,614 | 34,181 | 61,101 | $ | 165,896 | ||||||||||
TMS purchase price allocation |
| | 155,496 | 155,496 | ||||||||||||
Currency translation adjustments |
| (993 | ) | | (993 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2010 |
70,614 | 33,188 | 216,597 | 320,399 | ||||||||||||
TermNet purchase price allocation |
| | 28,918 | 28,918 | ||||||||||||
Infonox additional purchase consideration |
| | 6,000 | 6,000 | ||||||||||||
Currency translation adjustments |
| 181 | | 181 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2011 |
$ | 70,614 | 33,369 | 251,515 | $ | 355,498 | ||||||||||
|
|
|
|
|
|
|
|
48
49
50
NOTE 15 | Equity |
DIVIDENDS: Dividends on common stock of $53.9 million were paid in 2011, compared to $55.1 million and $55.2 million in 2010 and 2009, respectively.
EQUITY COMPENSATION PLANS: The following table summarizes TSYS equity compensation plans by category; as of December 31, 2011:
(in thousands, except per share data) Plan Category |
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |
(b) Weighted-average exercise price of outstanding options, warrants and rights |
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
Equity compensation plans approved by security holders |
6,082 | (1) | $ | 22.04 | 21,515 | (2) | ||||||
Equity compensation plans not approved by security holders |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
6,082 | $ | 22.04 | 21,515 | ||||||||
|
|
|
|
|
|
(1) | Includes 1.4 million performance share awards, which will only be issued if certain performance goals are met. The weighted-average exercise price in column (b) does not take these awards into account. Does not include an aggregate of 1.2 million shares of nonvested awards which will vest over the remaining years through 2013. |
(2) | Includes 21,514,634 shares available for future grants under the Total System Services, Inc. 2002 Long-Term Incentive Plan, 2007 Omnibus Plan and 2008 Omnibus Plan, which could be in the form of options, nonvested awards and performance shares. |
51
2011 | 2010 | 2009 | ||||||||||
Number of shares |
206,040 | 197,186 | 513,920 | |||||||||
Market value |
$ | 3.6 million | $ | 3.1 million | $ | 6.8 million |
52
A summary of the status of TSYS nonvested shares as of December 31, 2011, 2010 and 2009, respectively, and the changes during the periods are presented below:
2011 | 2010 | 2009 | ||||||||||||||||||||||
Nonvested shares (in thousands, except per share data) |
Shares | Weighted Average Grant-Date Fair Value |
Shares | Weighted Average Grant-Date Fair Value |
Shares | Weighted Average Grant-Date Fair Value |
||||||||||||||||||
Outstanding at beginning of year |
821 | $ | 16.91 | 1,084 | $ | 18.60 | 1,014 | $ | 23.46 | |||||||||||||||
Granted |
206 | 17.67 | 197 | 15.55 | 514 | 13.28 | ||||||||||||||||||
Vested |
(376 | ) | 17.60 | (416 | ) | 20.63 | (414 | ) | 23.77 | |||||||||||||||
Forfeited/canceled |
(33 | ) | 15.71 | (44 | ) | 17.32 | (30 | ) | 20.34 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Outstanding at end of year |
618 | $ | 16.80 | 821 | $ | 16.91 | 1,084 | $ | 18.60 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of December 31, 2011, there was approximately $5.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a remaining weighted average period of 1.6 years.
In March 2011, TSYS authorized a total grant of 263,292 performance shares to certain key executives with a performance based vesting schedule (2011 performance shares). These 2011 performance shares have a 2011-2013 performance period for which the Compensation Committee established two performance goals: compound growth in revenues before reimbursables and income from continuing. The Compensation Committee will certify the attainment level of such goals following the end of 2013, and the number of performance shares that will vest, up to a maximum of 200% of the total grant. Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS common stock. The Company will estimate the probability of achieving the goals through the performance period and will expense the award on a straight-line basis.
In March 2010, TSYS authorized a total grant of 279,831 performance shares to certain key executives with a performance based vesting schedule (2010 performance shares). These 2010 performance shares have a 2010-2012 performance period for which the Compensation Committee established two performance goals: compound growth in revenues before reimbursables and income from continuing operations using the 2010 annual operating plan as the base. The Compensation Committee will certify the attainment level of such goals following the end of 2012, and the number of performance shares that will vest, up to a maximum of 200% of the total grant. Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS common stock. The Company will estimate the probability of achieving the goals through the performance period and will expense the award on a straight-line basis.
As of December 31, 2011, there was approximately $4.2 million of total unrecognized compensation cost related to the 2010 and 2011 performance shares compensation arrangement. That cost is expected to be recognized until the end of 2013.
During 2008, TSYS authorized a grant of non-vested awards to two key executives with separate performance vesting schedules. These grants have separate one-year performance periods that vest over five to seven years during each of which the Compensation Committee establishes an earnings per share goal and, if such goal is attained during any performance period, 20% of the performance-based shares will vest, up to a maximum of 100% of the total grant. Compensation expense for each years award is measured on the grant date based on the quoted market price of TSYS common stock and is expensed on a straight-line basis for the year.
A summary of the awards authorized in each year is below:
Year of Initial Award | Total Number of Shares Awarded |
Potential Number
of Performance-Based Shares to be Vested |
||||||||||
2011 |
263,292 | 263,292 | (2014 | ) | ||||||||
2010 |
279,831 | 279,831 | (2013 | ) | ||||||||
2008 |
182,816 | 73,125 | (2012-2014 | ) |
53
A summary of the status of TSYS performance-based nonvested shares as of December 31, 2011, 2010 and 2009, respectively, and changes during those periods are presented below:
2011 | 2010 | 2009 | ||||||||||||||||||||||
Performance-based Nonvested shares (in thousands, except per share data) |
Shares | Weighted Average Grant Date Fair Value |
Shares | Weighted Average Grant-Date Fair Value |
Shares | Weighted Average Grant-Date Fair Value |
||||||||||||||||||
Outstanding at beginning of year |
316 | $ | 15.65 | 62 | $ | 13.69 | 62 | $ | 23.32 | |||||||||||||||
Granted |
300 | 17.63 | 316 | 15.65 | 62 | 13.69 | ||||||||||||||||||
Vested |
(36 | ) | 15.61 | (62 | ) | 13.69 | (62 | ) | 23.32 | |||||||||||||||
Forfeited/canceled |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Outstanding at end of year |
580 | $ | 16.68 | 316 | $ | 15.65 | 62 | $ | 13.69 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock Option Awards
During 2011, the Company granted stock options to key TSYS executive officers and non-management members of its Board of Directors. During 2010 and 2009, the Company granted stock options to key TSYS executive officers. The grants to key TSYS executive officers were issued under nonvested stock bonus awards for services to be provided in the future by such officers. The grants to the Board of Directors were fully vested on the date of grant. The average fair value of the options granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The following table summarizes the weighted average assumptions, and the weighted average fair value of the options:
2011 | 2010 | 2009 | ||||||||||
Number of options granted |
716,508 | 2,176,963 | 1,047,949 | |||||||||
Weighted average exercise price |
$ | 17.61 | $ | 16.01 | $ | 13.11 | ||||||
Risk-free interest rate |
2.96 | % | 2.65 | % | 3.19 | % | ||||||
Expected volatility |
29.98 | % | 30.00 | % | 42.00 | % | ||||||
Expected term (years) |
8.5 | 4.9 | 8.6 | |||||||||
Dividend yield |
1.59 | % | 1.79 | % | 2.14 | % | ||||||
Weighted average fair value |
$ | 5.78 | $ | 4.11 | $ | 5.31 |
In April 2010, the Company granted 1.4 million stock options to key TSYS executive officers that are performance- and/or market conditions-based. These stock options will vest and become exercisable only if the stock price is at least a specified percentage above the grant date stock price on April 30, 2013 or TSYS reaches a specified EPS goal by December 31, 2012. Given the market conditions component, TSYS evaluated the impact using the Monte Carlo simulation to value these awards and ultimately determined that the impact was minimal. The average fair value of the option grants was $3.48 per option and was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions: exercise price of $16.19; risk-free interest rate of 2.07%; expected volatility of 30.0%; expected term of 4.0 years; and dividend yield of 1.79%.
In March 2010, the Company also granted 736,000 stock options to key TSYS executive officers. The average fair value of the option grant was $5.33 per option and was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions: exercise price of $15.66; risk-free interest rate of 3.77%; expected volatility of 30.0%; expected term of 8.6 years; and dividend yield of 1.79%. The grant will vest over a period of 3 years.
54
A summary of TSYS stock option activity as of December 31, 2011, 2010 and 2009, and changes during the years ended on those dates is presented below:
2011 | 2010 | 2009 | ||||||||||||||||||||||
(in thousands, except per share data) |
Options | Weighted Average Exercise Price |
Options | Weighted Average Exercise Price |
Options | Weighted Average Exercise Price |
||||||||||||||||||
Options: |
||||||||||||||||||||||||
Outstanding at beginning of year |
8,810 | $ | 23.40 | 6,955 | $ | 25.54 | 6,185 | $ | 27.59 | |||||||||||||||
Granted |
717 | 17.61 | 2,177 | 15.89 | 1,048 | 13.11 | ||||||||||||||||||
Exercised |
(597 | ) | 13.51 | (41 | ) | 13.11 | (1 | ) | 1.83 | |||||||||||||||
Forfeited/canceled |
(2,848 | ) | 29.46 | (281 | ) | 19.83 | (277 | ) | 24.36 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Outstanding at end of year |
6,082 | $ | 20.61 | 8,810 | $ | 23.40 | 6,955 | $ | 25.54 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Options exercisable at year-end |
3,122 | $ | 25.00 | 5,712 | $ | 27.48 | 5,357 | $ | 28.15 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average fair value of options granted during the year |
$ | 5.78 | $ | 4.11 | $ | 5.31 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding | Exercisable | |||||||
Average remaining contractual life (in years) |
4.9 | 4.0 | ||||||
|
|
|
|
|||||
Aggregate intrinsic value (in thousands) |
$ | (6,401 | ) | $ | (16,967 | ) | ||
|
|
|
|
|||||
Shares Issued for Options Exercised
During 2011, 2010 and 2009, employees of the Company exercised options for shares of TSYS common stock that were issued from treasury. The table below summarizes these stock option exercises by year:
Options Exercised | Shares Issued from Treasury | Intrinsic Value | ||||||||||
2011 |
597,161 | 597,161 | $ | 3,627,000 | ||||||||
2010 |
41,403 | 41,403 | $ | 90,400 | ||||||||
2009 |
1,205 | 1,205 | $ | 14,300 |
For awards granted before January 1, 2006 that were not fully vested on January 1, 2006, the Company will record the tax benefits from the exercise of stock options as increases to the Additional paid-in capital line item of the Consolidated Balance Sheets. If the Company does recognize tax benefits, the Company will record these tax benefits from share-based compensation costs as cash inflows in the financing section and cash outflows in the operating section in the Statement of Cash Flows. The Company has elected to use the short-cut method to calculate its historical pool of windfall tax benefits.
As of December 31, 2011, there was approximately $4.9 million of total unrecognized compensation cost related to TSYS stock options that is expected to be recognized over a remaining weighted average period of 1.7 years.
NOTE 17 | Treasury Stock |
The following table summarizes shares held as treasury stock and their related carrying value:
At December 31, (in thousands) |
Number
of Treasury Shares |
Treasury Shares Cost |
||||||
2011 |
12,829 | $ | 225,034 | |||||
2010 |
6,798 | 115,449 | ||||||
2009 |
3,680 | 69,950 |
55
Stock Repurchase Plan
On April 20, 2010, TSYS announced a stock repurchase plan to purchase up to 10 million shares of TSYS stock. The shares may be purchased from time to time over the next two years at prices considered attractive to the Company. On May 3, 2011, TSYS announced that its Board had approved an increase in the number of shares that may be repurchased under its current share repurchase plan from up to 10 million shares to up to 15 million shares of TSYS stock. The expiration date of the plan was also extended to April 30, 2013. Through December 31, 2011, the Company purchased 6.6 million shares for approximately $120.6 million, at an average price of $18.28.Through December 31, 2010, the Company purchased 3.1 million shares for approximately $45.1 million, at an average price of $14.60.
The following table sets forth information regarding the Companys purchases of its common stock on a monthly basis during the three months ended December 31, 2011:
(in thousands, except per share data) | Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs |
||||||||||||
October 2011 |
| $ | | 7,293 | 7,707 | |||||||||||
November 2011 |
| | 7,293 | 7,707 | ||||||||||||
December 2011 |
2,400 | 19.89 | 9,693 | 5,307 | ||||||||||||
|
|
|
|
|||||||||||||
Total |
2,400 | $ | 19.89 | |||||||||||||
|
|
|
|
Treasury Shares
In 2008, the Compensation Committee approved share withholding for taxes for all employee nonvested awards, and also for employee stock options under specified circumstances. The dollar amount of the income tax liability from each exercise is converted into TSYS shares and withheld at the statutory minimum. The shares are added to the treasury account and TSYS remits funds to the Internal Revenue Service to settle the tax liability. During 2011 and 2010, the Company acquired 37,081 shares for approximately $636,000 and 66,553 shares for approximately $1.1 million, respectively, as a result of share withholding for taxes.
NOTE 18 | Other Comprehensive Income (Loss) |
In June 1997, the FASB issued authoritative guidance under ASC 220, which established certain standards for reporting and presenting comprehensive income in the general-purpose financial statements. The purpose of ASC 220 was to report all items that met the definition of comprehensive income in a prominent financial statement for the same period in which they were recognized. Comprehensive income includes all changes in owners equity that resulted from transactions of the business entity with non-owners.
Comprehensive income is the sum of net income and other items that must bypass the income statement because they have not been realized, including items such as an unrealized holding gain or loss from available for sale securities and foreign currency translation gains or losses. These items are not part of net income, yet are important enough to be included in comprehensive income, giving the user a more comprehensive picture of the organization as a whole. Items included in comprehensive income, but not net income, are reported under the accumulated other comprehensive income section of shareholders equity.
56
Comprehensive income (loss) for TSYS consists of net income, cumulative foreign currency translation adjustments and the recognition of an overfunded or underfunded status of a defined benefit postretirement plan recorded as a component of shareholders equity. The income tax effects allocated to and the cumulative balance of each component of accumulated other comprehensive income (loss) are as follows:
(in thousands) | Beginning Balance |
Pretax amount |
Tax effect |
Net-of-Tax Amount |
Ending Balance |
|||||||||||||||
December 31, 2008 |
$ | 28,322 | (43,121 | ) | (8,172 | ) | (34,949 | ) | $ | (6,627 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments |
$ | (5,858 | ) | 14,140 | 1,995 | 12,145 | $ | 6,287 | ||||||||||||
Change in accumulated OCI related to postretirement healthcare plans |
(769 | ) | 235 | 80 | 155 | (614 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2009 |
$ | (6,627 | ) | 14,375 | 2,075 | 12,300 | $ | 5,673 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments |
$ | 6,287 | (8,609 | ) | (1,080 | ) | (7,529 | ) | $ | (1,242 | ) | |||||||||
Change in accumulated OCI related to postretirement healthcare plans |
(614 | ) | (1,138 | ) | (409 | ) | (729 | ) | (1,343 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2010 |
$ | 5,673 | (9,747 | ) | (1,489 | ) | (8,258 | ) | $ | (2,585 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments |
$ | (1,242 | ) | 3,718 | 2,662 | 1,056 | $ | (186 | ) | |||||||||||
Transfer from noncontrolling interest (NCI) |
| 28 | | 28 | 28 | |||||||||||||||
Change in accumulated OCI related to postretirement healthcare plans |
(1,343 | ) | 1,651 | 595 | 1,056 | (287 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2011 |
$ | (2,585 | ) | 5,397 | 3,257 | 2,140 | $ | (445 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
Consistent with its overall strategy of pursuing international investment opportunities, TSYS adopted the permanent reinvestment exception under ASC 740, Income Taxes, with respect to future earnings of certain foreign subsidiaries. Its decision to permanently reinvest foreign earnings offshore means TSYS will no longer allocate taxes to foreign currency translation adjustments associated with these foreign subsidiaries accumulated in other comprehensive income.
57
58
59
60
61
Years ended December 31, |
||||||||||||
(in thousands) | ||||||||||||
Operating Segments | 2011 | 2010 | 2009 | |||||||||
Revenues before reimbursable items |
||||||||||||
North America Services |
$ | 809,069 | 809,012 | 880,668 | ||||||||
International Services |
380,129 | 321,846 | 322,697 | |||||||||
Merchant Services |
373,159 | 337,178 | 232,262 | |||||||||
Intersegment revenues |
(21,659 | ) | (25,600 | ) | (28,322 | ) | ||||||
|
|
|
|
|
|
|||||||
Revenues before reimbursable items from external customers |
$ | 1,540,698 | 1,442,436 | 1,407,305 | ||||||||
|
|
|
|
|
|
|||||||
Total revenues |
||||||||||||
North America Services |
$ | 954,550 | 956,546 | 1,048,932 | ||||||||
International Services |
394,831 | 334,954 | 337,757 | |||||||||
Merchant Services |
487,997 | 458,921 | 327,055 | |||||||||
Intersegment revenues |
(28,412 | ) | (32,844 | ) | (36,261 | ) | ||||||
|
|
|
|
|
|
|||||||
Revenues from external customers |
$ | 1,808,966 | 1,717,577 | 1,677,483 | ||||||||
|
|
|
|
|
|
|||||||
Depreciation and amortization |
||||||||||||
North America Services |
$ | 78,155 | 78,834 | 84,577 | ||||||||
International Services |
51,888 | 40,792 | 34,791 | |||||||||
Merchant Services |
36,124 | 40,298 | 32,590 | |||||||||
Corporate Administration |
2,998 | 3,003 | 3,690 | |||||||||
|
|
|
|
|
|
|||||||
Total depreciation and amortization |
$ | 169,165 | 162,927 | 155,648 | ||||||||
|
|
|
|
|
|
|||||||
Segment operating income |
||||||||||||
North America Services |
$ | 253,844 | 244,989 | 285,409 | ||||||||
International Services |
41,408 | 42,689 | 57,654 | |||||||||
Merchant Services |
112,986 | 102,444 | 71,437 | |||||||||
Corporate Administration |
(85,782 | ) | (80,693 | ) | (70,474 | ) | ||||||
|
|
|
|
|
|
|||||||
Operating income |
$ | 322,456 | 309,429 | 344,026 | ||||||||
|
|
|
|
|
|
|||||||
At December 31, | 2011 | 2010 | 2009 | |||||||||
Total assets |
||||||||||||
North America Services |
$ | 1,621,664 | 1,632,882 | 1,535,129 | ||||||||
International Services |
433,203 | 408,880 | 379,606 | |||||||||
Merchant Services |
487,858 | 460,750 | 215,855 | |||||||||
Intersegment assets |
(684,333 | ) | (550,251 | ) | (419,636 | ) | ||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 1,858,392 | 1,952,261 | 1,710,954 | ||||||||
|
|
|
|
|
|
GEOGRAPHIC AREA DATA: The Company maintains property and equipment, net of accumulated depreciation and amortization, in the following geographic areas:
At December 31, |
||||||||
(in millions) | 2011 | 2010 | ||||||
United States |
$ | 194.8 | 203.8 | |||||
Europe |
52.4 | 58.3 | ||||||
Japan |
9.7 | 11.3 | ||||||
Other |
9.7 | 26.7 | ||||||
|
|
|
|
|||||
Totals |
$ | 266.6 | 300.1 | |||||
|
|
|
|
62
The following geographic area data represents revenues for the years ended December 31 based on the domicile of the Companys customers:
(in millions) | 2011 | % | 2010 | % | 2009 | % | ||||||||||||||||||
United States |
$ | 1,227.8 | 67.9 | $ | 1,204.4 | 70.1 | $ | 1,183.8 | 70.6 | |||||||||||||||
Europe |
283.5 | 15.7 | 250.2 | 14.6 | 269.4 | 16.1 | ||||||||||||||||||
Canada |
171.5 | 9.5 | 161.9 | 9.4 | 139.7 | 8.3 | ||||||||||||||||||
Japan |
76.3 | 4.2 | 61.3 | 3.6 | 48.9 | 2.9 | ||||||||||||||||||
Mexico |
7.8 | 0.4 | 7.9 | 0.5 | 8.1 | 0.5 | ||||||||||||||||||
Other |
42.1 | 2.3 | 31.9 | 1.8 | 27.6 | 1.6 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Totals |
$ | 1,809.0 | 100.0 | $ | 1,717.6 | 100.0 | $ | 1,677.5 | 100.0 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
GEOGRAPHIC AREA REVENUE BY OPERATING SEGMENT: The following table reconciles segment revenue to revenues by geography for the years ended December 31:
North America Services | International Services | Merchant Services | ||||||||||||||||||||||||||||||||||
(in millions) | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |||||||||||||||||||||||||||
United States |
$ | 741.5 | 748.2 | 859.5 | $ | | | | $ | 486.3 | 456.2 | 324.3 | ||||||||||||||||||||||||
Europe |
0.7 | 0.8 | 0.8 | 282.8 | 249.4 | 268.6 | | | | |||||||||||||||||||||||||||
Canada |
171.1 | 161.4 | 139.2 | | | | 0.4 | 0.5 | 0.5 | |||||||||||||||||||||||||||
Japan |
| | | 76.3 | 61.3 | 48.9 | | | | |||||||||||||||||||||||||||
Mexico |
7.8 | 7.9 | 8.1 | | | | | | | |||||||||||||||||||||||||||
Other |
9.6 | 9.3 | 8.7 | 31.8 | 21.5 | 18.1 | 0.7 | 1.1 | 0.8 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Totals |
$ | 930.7 | 927.6 | 1,016.3 | $ | 390.9 | 332.2 | 335.6 | $ | 487.4 | 457.8 | 325.6 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MAJOR CUSTOMER: For the years ended December 31, 2011, 2010 and 2009, the Company had one major customer which accounted for approximately $210.9 million, or 11.7%, $221.0 million, or 12.9%, and $217.7 million, or 12.0%, respectively, of total revenues. Revenues from the major customer for the years ended December 31, 2011, 2010 and 2009, respectively, are primarily attributable to the North America Services segment and the Merchant Services segment.
63
64
65
66
TSYS records its usage of the aircraft and its share of net operating results of the enterprise in selling, general and administrative expenses.
NOTE 26 | Earnings Per Share |
The following table illustrates basic and diluted EPS under the guidance of ASC 260:
December 31, 2011 | December 31, 2010 | December 31, 2009 | ||||||||||||||||||||||
(in thousands, except per share data) | Common Stock |
Participating Securities |
Common Stock |
Participating Securities |
Common Stock |
Participating Securities |
||||||||||||||||||
Basic EPS: |
||||||||||||||||||||||||
Net income |
$ | 220,559 | 193,947 | 215,213 | ||||||||||||||||||||
Less income allocated to nonvested awards |
(805 | ) | 805 | (959 | ) | 959 | (1,644 | ) | 1,644 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income allocated to common stock for EPS calculation(a) |
$ | 219,754 | 805 | 192,988 | 959 | 213,569 | 1,644 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Average common shares outstanding(b) |
191,239 | 707 | 195,378 | 975 | 195,623 | 1,511 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic EPS(a)/(b) |
$ | 1.15 | 1.14 | 0.99 | 0.98 | 1.09 | 1.09 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Diluted EPS: |
||||||||||||||||||||||||
Net income |
$ | 220,559 | 193,947 | 215,213 | ||||||||||||||||||||
Less income allocated to nonvested awards |
(804 | ) | 804 | (959 | ) | 959 | (1,644 | ) | 1,644 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income allocated to common stock for EPS calculation(c) |
$ | 219,755 | 804 | 192,988 | 959 | 213,569 | 1,644 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Average common shares outstanding |
191,239 | 707 | 195,378 | 975 | 195,623 | 1,511 | ||||||||||||||||||
Increase due to assumed issuance of shares related to common equivalent shares outstanding |
345 | 193 | 63 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Average common and common equivalent shares outstanding(d) |
191,584 | 707 | 195,571 | 975 | 195,686 | 1,511 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Diluted EPS(c)/(d) |
$ | 1.15 | 1.14 | 0.99 | 0.98 | 1.09 | 1.09 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The diluted EPS calculation excludes stock options and nonvested awards that are convertible into 3.6 million common shares for the year ended December 31, 2011, and excludes 9.0 million and 7.0 million common shares for the years ended December 31, 2010 and 2009, respectively, because their inclusion would have been anti-dilutive.
67
Report of Independent Registered Public Accounting Firm
The Board of Directors
Total System Services, Inc.:
We have audited the accompanying consolidated balance sheets of Total System Services, Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of income, cash flows, and equity and comprehensive income for each of the years in the three-year period ended December 31, 2011. We also have audited the Companys internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Companys internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audits of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Total System Services, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Total System Services, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Atlanta, Georgia
February 24, 2012
68
Managements Report on Internal Control Over Financial Reporting
The management of Total System Services, Inc. (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company maintains accounting and internal control systems which are intended to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, transactions are executed in accordance with managements authorization and accounting records are reliable for preparing financial statements in accordance with accounting principles generally accepted in the United States.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, risk.
The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control Integrated Framework.
Based on our assessment management believes that, as of December 31, 2011, the Companys internal control over financial reporting is effective based on those criteria.
KPMG LLP, the independent registered public accounting firm who audited the Companys consolidated financial statements, has issued an attestation report on the effectiveness of internal control over financial reporting as of December 31, 2011 that appears on the proceeding page.
Philip W. Tomlinson | James B. Lipham | |||
Chairman of the Board & | Senior Executive Vice President & | |||
Chief Executive Officer | Chief Financial Officer |
69
Quarterly Financial Data (Unaudited), Stock Price, Dividend Information
TSYS common stock trades on the New York Stock Exchange (NYSE) under the symbol TSS. Price and volume information appears under the abbreviation TotlSysSvc in NYSE daily stock quotation listings. As of February 21, 2012, there were 27,064 holders of record of TSYS common stock, some of whom are holders in nominee name for the benefit of different shareholders.
The fourth quarter dividend of $0.10 per share was declared on October 25, 2011, and was paid January 3, 2012, to shareholders of record on December 15, 2011. Total dividends declared in 2011 and in 2010 amounted to $59.2 million and $54.9 million, respectively. It is the present intention of the Board of Directors of TSYS to continue to pay cash dividends on its common stock.
Presented here is a summary of the unaudited quarterly financial data for the years ended December 31, 2011 and 2010.
(in thousands, except per share data) | First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
||||||||||||||
2011 | Revenues |
$ | 429,430 | 447,555 | 459,747 | 472,234 | ||||||||||||
Operating income |
73,028 | 78,530 | 81,180 | 89,718 | ||||||||||||||
Net income attributable to TSYS common shareholders |
48,790 | 53,747 | 58,148 | 59,874 | ||||||||||||||
Basic earnings per share attributable to TSYS common shareholders |
0.25 | 0.28 | 0.30 | 0.31 | ||||||||||||||
Diluted earnings per share attributable to TSYS common shareholders |
0.25 | 0.28 | 0.30 | 0.31 | ||||||||||||||
Cash dividends declared |
0.07 | 0.07 | 0.07 | 0.10 | ||||||||||||||
Stock prices: |
||||||||||||||||||
High |
18.16 | 18.64 | 17.25 | 19.71 | ||||||||||||||
Low |
17.99 | 18.36 | 16.86 | 19.54 | ||||||||||||||
Close |
18.02 | 18.58 | 16.93 | 19.56 | ||||||||||||||
2010 | Revenues |
$ | 413,464 | 430,886 | 433,236 | 439,991 | ||||||||||||
Operating income |
79,713 | 79,828 | 78,914 | 70,974 | ||||||||||||||
Net income attributable to TSYS common shareholders |
51,328 | 49,703 | 45,743 | 47,173 | ||||||||||||||
Basic earnings per share attributable to TSYS common shareholders |
0.26 | 0.25 | 0.23 | 0.24 | ||||||||||||||
Diluted earnings per share attributable to TSYS common shareholders |
0.26 | 0.25 | 0.23 | 0.24 | ||||||||||||||
Cash dividends declared |
0.07 | 0.07 | 0.07 | 0.07 | ||||||||||||||
Stock prices: |
||||||||||||||||||
High |
17.75 | 16.99 | 15.74 | 16.10 | ||||||||||||||
Low |
14.11 | 13.52 | 13.41 | 14.97 | ||||||||||||||
Close |
15.66 | 13.60 | 15.24 | 15.38 |
70
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative shareholder return on TSYS stock with the cumulative total return of the Standard & Poors 500 Index and the Standard & Poors Systems Software Index for the last five fiscal years (assuming a $100 investment on December 31, 2006 and reinvestment of all dividends).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG TSYS, THE S&P 500 INDEX
AND THE S&P SYSTEMS SOFTWARE INDEX
2006 | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||||||
TSYS |
$ | 100 | $ | 120 | $ | 61 | $ | 76 | $ | 69 | $ | 90 | ||||||||||||
S&P 500 |
$ | 100 | $ | 105 | $ | 66 | $ | 84 | $ | 97 | $ | 99 | ||||||||||||
S&P SS |
$ | 100 | $ | 120 | $ | 75 | $ | 113 | $ | 119 | $ | 107 |
71
Exhibit 21.1
SUBSIDIARIES OF TOTAL SYSTEM SERVICES, INC.
Ownership |
Name |
Place of | ||
100% | Columbus Depot Equipment Company | Georgia | ||
99% TSYS Merchant Solutions, LLC (1) | Delaware | |||
100% TermNet Merchant Services, Inc. | Georgia | |||
100% | TSYS Canada, Inc. | Georgia | ||
100% | TSYS Managed Services Canada, Inc. | Ontario | ||
100% | TSYS U.S. Holdings, Inc. | Georgia | ||
100% | Columbus Productions, Inc. | Georgia | ||
100% | TSYS Japan Co., Ltd. | Japan | ||
54.08% GP Network Corporation | Japan | |||
100% | TSYS Servicos de Transacoes Eletronicas Ltda (2) | Brazil | ||
100% | Total System Services Holding Europe LP (3) | England | ||
100% Total System Services Processing Europe Limited | England | |||
100% TSYS Europe (Netherlands) B.V. | Netherlands | |||
100% TSYS Europe (Spain) S.L. | Spain | |||
100% TSYS Europe (Deutschland) GmBH | Germany | |||
100% TSYS Europe (Italia) S.r.l | Italy | |||
100% TSYS Card Tech Limited | England | |||
100% TSYS Card Tech Services Limited | Cyprus | |||
100% TSYS Card Tech Services (Malaysia) Limited |
Malaysia | |||
100% TSYS Card Tech Services India Private Limited (4) |
India | |||
100% TSYS Rus L.L.C. |
Russia | |||
55% TSYS Managed Services EMEA Limited | England | |||
100% TSYS Managed Services EMEA B.V. |
Netherlands | |||
100% TSYS Managed Services EMEA (Netherlands) B.V. |
Netherlands | |||
100% | TSYS Acquiring Solutions, L.L.C. | Delaware | ||
100% Infonox on the Web | California | |||
100% Infonox Software Private Limited (5) |
India | |||
49% | Total System Services de Mexico, S.A. de C.V. | Mexico | ||
49% | TSYS Servicios Corporativos | Mexico | ||
44.56% | China Unionpay Data Services Company Limited | China |
(1) | 1% is owned by TSYS U.S. Holdings, Inc. |
(2) | Less than .1% is owned by Columbus Depot Equipment Company. |
(3) | 1% is owned by Columbus Depot Equipment Company. |
(4) | Less than .1% is owned by TSYS Card Tech Services (Malaysia) Limited. |
(5) | Less than .1% is owned by TSYS Acquiring Solutions, L.L.C. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Total System Services, Inc.:
We consent to the incorporation by reference in the registration statements (No. 2-92497, No. 333-25401, No. 333-41775, No. 333-104142, No. 333-142791, and No. 333-148449) on Form S-8 and the registration statement (No. 333-177897) on Form S-3 of Total System Services, Inc. of our report dated February 24, 2012, with respect to the consolidated balance sheets of Total System Services, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, cash flows, and equity and comprehensive income for each of the years in the three-year period ended December 31, 2011, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2011, which report appears in the December 31, 2011 annual report on Form 10-K of Total System Services, Inc.
/s/ KPMG LLP
Atlanta, Georgia
February 24, 2012
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Philip W. Tomlinson, certify that:
1. | I have reviewed this 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: February 24, 2012 | /s/ Philip W. Tomlinson | |||||||||
Philip W. Tomlinson | ||||||||||
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, James B. Lipham, certify that:
1. | I have reviewed this 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: February 24, 2012 | /s/ James B. Lipham | |||||||||
James B. Lipham | ||||||||||
Chief Financial Officer |
Exhibit 32
CERTIFICATION OF PERIODIC REPORT
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Philip W. Tomlinson, the Chief Executive Officer of Total System Services, Inc. (the Company), and James B. Lipham, the Chief Financial Officer of the Company, hereby certify that, to the best of his knowledge:
(1) The Companys Annual Report on Form 10-K for the year ended December 31, 2011 (the Report) fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 24, 2012 | /s/ Philip W. Tomlinson | |||||||||
Philip W. Tomlinson | ||||||||||
Chief Executive Officer | ||||||||||
February 24, 2012 | /s/ James B. Lipham | |||||||||
James B. Lipham | ||||||||||
Chief Financial Officer |
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K, irrespective of any general incorporation language contained in such filing.)
J\M;:YKVNKL^S^MZ-GZ._TU:24I))))2DDDDE*22224__
MT/55G]6M>\5=-I<6WYQ+2YI+7,H9'VN]KV^ZMVQ[:*;/S,K(QT7-ZIBX+ZJ[
MO4=9?N+*Z:K+G;6;?5L :`K$VL];"&D/:&1
MQ6,FN@K,R.=)QEF1;/1@%FV6.EF;M!,<)-A&?KKE"IN?N7[HZ1H&+L83T[SG
M41^Y8AT"6('I5 N(O(F7^L%OCM\;[J.5+MMR+X
M:LG6N=F1")0X$19;;)$5%%`E+8]D0"H(-);,M*8QV`5_#ANY>43"5E6@8"$'
MZ*)H:KOB#U1)%/9=RLFBBGC.5%UU-$D]=E-]= (`;?-@(^T)U3S8K.QB4"Y#^.&BY<1@T7WB-8PL]J7.V7*2$=B\ID@Q9\
M,;FV&1A,:$DK?Y4[`YW^+VQXS3M'3`.X8@V\?I_AFC#R-QVA/K)N&1-(S->A
M>[;RV?AG/1TS0>REW+I%%1#QE!7F[/<<;>2(-O\`>U#@<\OR'X\/C=0$EN<)
M++8.(V"1ZLOC8H74O8,XZEZ7M!\#`#9SW=>4-79)6XM+#Z>7LM`CT&M?BP:&
MXW?>2-6HQ#4(`W-\2'RYVP(C==O3D1&=&]D1EY(^N^BP1!(/1'*E2UWN-:5K
MS36R0AV//3HD%6>93AT9$M1<.B?XE"6R90_HC-6`=?@Y;NJ0P.O>`>&I-RE`
M;=F%:HQ;Y$^I8=3MM';6X;CT>TDL(5K&2R&0SF"P."="P*4)%@L'JL"-?B1&
MK5T6:[C!:J1)R&"^._BD^7B>]DA4S&Y:(<\\:.K'J3EZPN[:PB,DAO.;6*64
MF!@ER,!
M9;]C!C'O<);3BTYMKK,O[3E68]?I68]-MOZNDIWB:,6B3LHQZ&>3&,8P?)C*
MV,"XK#S\SKW6,GK#;G8/1,)U?Z=FXW755[
66.PF2EE^I2]HXW&/[.1HVZ5NXXND5%
M-:]\4M:3:4*@P._RG-$`P)F@E?6'6>`P&`P/_]"_Q@,!@,!@,!@,!@,!@,!@
M,!@,!@,!@,#`[/M&MZ4@$IM6WIW$ZSK6$-9CU+YW.'YMC,5CC66841^L=WMV
M4)4",LU2>627H8]"-/,`6#0AC"'8:^YJZBH?L"KDMS\Y6`ELFMEC](HP7($[
M))XV:4_Q1R-:7YJ7,,R9([)&U4B6%?G6E",K1Y(RSRMC)-+,$&_;5]+8S.H9(DNUT?ET-?FJ3QA\1:-,
M(VL9WYD5+FIS2Z/)["#1@^8-Z_/YUO`R;`8#`8#`8#`8$*_>G0W>UJ6^Z\
MD>5CS6,8L^DH2JMWJ.];2C!4VA4$ ]FJ3E1ZH)."M9;6_'U7JK)9B8_;MPJI
MQTQ22^)U&/NT$!.R86]3\;(0`D(4Q*9M++(UHD`-8'BK@@-JJJEF1U>V:DA
:6:VL>1613#/)-359FM$F5N,U8ZS95
MLBFR\EX;V17&68+.RMBE0$#BN1FK`)CM$P3A%&:!"P:YTHDSF-TC]9S-Z1N#8^N1)"30PU^:
MTKF!2:80D9]3E!ABE,&E2B]QK`R31"NX85N5887G9J6)PMCDDCCV0N/Z!_GT
MQ&V-S4OD@H!%YGJ7&G"8R#UG@:DR RMI?(
MG'[=/PA;<99#EG.E598WW90UQ1R^*@FEB%"3B3PV7,*<2&PJ\.5!<$A!"\
MU.O3&*%18C@)4^AYY`?_T6*8>;5.)^8&Y9ONS3-3&:-VN8')^MX37GN,TR)$
MX1V.2"L4T]<7^'G!.:C&HR4H'EF4I79`8%2:C#IZ#=$YWW0AJFM-S7X[,Z*?
M*23V-N#[+()
4N^LPL51B"X9UWF>;=>?2B0N[P^+HXE
M/7OJ]O9E,>5`2ALHO<^HO"(J$H>'[(I,5?:S"RW),IS/`-;-EW+$F)^3$9:U]R6C(CV6\9KE'($DYW8@J5*=\B;F9
M]K9(6DY
K3)B):HVRBZ3H9"Z."A:2D(C*P1)@4[GS[H%(RC`E'#$6.P2
MU*IM.=\+O^.FW+K#E.!ON,GE22@:)PRR9J=8XZ.JAV\P$LC*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3UW/17BD^_;
M0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?1IJ>NYZ*\4
MGW[:!]D[8COHTU/7<]%>*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3UW/
M17BD^_;0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?1IJ
M>NYZ*\4GW[:!]D[8COHTU/7<]%>*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([
MZ--3UW/17BD^_;0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)
MVQ'?1IJ>NYZ*\4GW[:!]D[8COHTU/7<]%>*3[]M`^R=L1WT::GKN>BO%)]^V
M@?9.V([Z--3UW/17BD^_;0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI
M/OVT#[)VQ'?1IJ>NYZ*\4GW[:!]D[8COHTU/7<]%>*3[]M`^R=L1WT::GKN>
MBO%)]^V@?9.V([Z--3UW/17BD^_;0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34
M]=ST5XI/OVT#[)VQ'?1IJ>NYZ*\4GW[:!]D[8COHTU/7<]%>*3[]M`^R=L1W
MT::GKN>BO%)]^V@?9.V([Z--3UW/17BD^_;0/LG;$=]&FIZ[GHKQ2??MH'V3
MMB.^C34]=ST5XI/OVT#[)VQ'?1IJ>NYZ*\4GW[:!]D[8COHTU/7<]%>*3[]M
M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3UW/17BD^_;0/LG;$=]&FIZ[GHKQ2
M??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?1IJ>NYZ*\4GW[:!]D[8COHTU/7<]
M%>*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3UW/17BD^_;0/LG;$=]&FI
MZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?1IJ>NYZ*\4GW[:!]D[8CO
MHTU/7<]%>*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3UW/17BD^_;0/LG
M;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?1IJ>NYZ*\4GW[:
M!]D[8COHTU/7<]%>*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3UW/17BD
M^_;0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?1IJ>NYZ
M*\4GW[:!]D[8COHTU/7<]%>*3[]M`^R=L1WT::GKN>BO%)]^V@?9.V([Z--3
MUW/17BD^_;0/LG;$=]&FIZ[GHKQ2??MH'V3MB.^C34]=ST5XI/OVT#[)VQ'?
M1IJ>NYZ*\4GW[:!]D[8COHTU/7=I6\Q;Q>/5Y![4=4O;OU`?*/2OV"Y>]DGH
M#[2.;YI]G_60],?2_P`Y?I^2;R+H/T/(N=_64YM:>&S__1]_%!UDR)&B\H
M\C2)4GE:HU:J\F(*(\I6'\WIU:CH@`Z94=S+<\P7*,7);EO0=F@4$!-;?YU>
M)!_;+5__``XQJBSPA/NB%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%
M`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%!H'
M_P!2+_EI?WK5.;?\?M__TO?Q0*!0*"`FMO\`.KQ(/[9:O_X<8U19X0GW1"@4
M"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4
M"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@T#_ZD7_+2_O6J