8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 24, 2012

Date of Report (Date of Earliest Event Reported)

Total System Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

One TSYS Way, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2310

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On July 24, 2012, Total System Services, Inc. (“Registrant”) issued a press release announcing financial results for the second quarter ended June 30, 2012. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in the press release shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On July 24, 2012, Registrant will hold an investor conference call and webcast to discuss its financial results for the second quarter ended June 30, 2012. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in the presentation shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On July 24, 2012, the Board of Directors of Registrant approved an increase in the number of shares that may be repurchased under its current share repurchase plan from up to 15 million shares to up to 20 million shares of Registrant common stock, as more fully described in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Registrant’s press release dated July 24, 2012
99.2	Registrant’s presentation dated July 24, 2012

2

Signature

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

	TOTAL SYSTEM SERVICES, INC. (“Registrant”)
Dated: July 24, 2012	By:	/s/ Kathleen Moates
		Kathleen Moates Senior Deputy General Counsel

3

EX-99.1

Exhibit 99.1

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

For immediate release:

Contacts:

Shawn Roberts

TSYS Investor Relations

+1.706.644.6081

shawnroberts@tsys.com

TSYS Reports EPS Growth of 26.5% for the Second Quarter

COLUMBUS, Ga., July 24, 2012 — TSYS (NYSE: TSS) today reported results for the second quarter of 2012. For the quarter, basic earnings per share was $0.35, an increase of 26.5% over 2011. Total revenues for the quarter were $462.7 million, an increase of 3.4% over 2011. Revenues before reimbursable items were $398.7 million and operating income was $92.1 million, increases of 4.9% and 17.3%, respectively, as compared to 2011.

“Our second quarter results continued to benefit from increases in the number of transactions processed in our issuer processing and indirect merchant acquiring businesses, increases in the dollar volume of transactions in our direct merchant acquiring business, our ongoing management focus on cost controls, and an expected nonrecurring tax benefit. Same client transaction growth in our card issuer processing business increased 12.7%. POS transactions, excluding deconverted clients in our indirect merchant acquiring business, were up 12.4% and sales volume in our direct merchant business was up 9.7%,” said Philip W. Tomlinson, chairman and chief executive officer of TSYS.

“Our recently announced renewal and expansion of our relationship with Bank of America was a defining accomplishment for TSYS as we have yet again demonstrated that we can deliver for one of the top credit card issuers in the world. The Bank of America signing, when coupled with the signing of a 12-year contract extension with Royal Bank of Scotland confirms my confidence in our outstanding management team and team members to get the job done,” said Tomlinson.

Taking into consideration TSYS’ reported results for the first half of 2012, and reductions in revenues associated with both the client requested delays in conversions previously scheduled for the second half of 2012 and the retention and expansion of the Bank of America issuer processing relationship, TSYS believes it will achieve the high end of its 2012 guidance for net income and EPS.

TSYS also announced that its Board of Directors has approved increasing the number of shares that may be repurchased under its current share repurchase plan from up to 15 million shares to up to 20 million shares. With the increase, TSYS has 10.3 million shares available to be repurchased. In addition, the Board of Directors extended the expiration date of the plan to April 30, 2014. The shares may be repurchased from time to time at prices considered attractive to management. Repurchased shares will be used for general corporate purposes.

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Conference Call

TSYS will host its quarterly conference call at 5:00 p.m. ET on Tuesday, July 24. The conference call can be accessed via simultaneous Internet broadcast at tsys.com by clicking on the link under “Webcasts” on the main homepage. The replay will be archived for 12 months and will be available approximately 30 minutes after the completion of the call. A slide presentation to accompany the call will be available by clicking on the link under “Webcasts” on the main homepage of tsys.com.

Non-GAAP Measures

The financial highlights section of this release contains the non-GAAP financial measures of revenues and operating results on a constant currency basis to describe TSYS’ performance. Management uses these non-GAAP financial measures to better understand and assess TSYS’ operating results and financial performance. TSYS believes these non-GAAP financial measures provide meaningful additional information about TSYS to assist investors in understanding and evaluating its operating results.

Additional information about non-GAAP financial measures and a reconciliation of those measures to the most directly comparable GAAP measures are included on pages 11 and 12 of this release.

About TSYS

At TSYS, (NYSE: TSS), we believe payments should revolve around people — not the other way around. We call this belief “People-Centered Payments.” By putting people at the center of every decision we make, with unmatched customer service and industry insight, TSYS is able to support financial institutions, businesses and governments in more than 80 countries. Offering merchant payment-acceptance solutions as well as services in credit, debit, prepaid, mobile, chip, healthcare and more, we make it possible for those in the global marketplace to conduct safe and secure electronic transactions with trust and convenience.

TSYS’ headquarters are located in Columbus, Georgia, with local offices spread across the Americas, EMEA and Asia-Pacific. TSYS provides services to more than half of the top 20 international banks, is a Fortune 1000 company and was named one of the 2012 World’s Most Ethical Companies by Ethisphere magazine. For more information, please visit us at www.tsys.com.

Forward-Looking Statements

This press release contains “forward-looking statements” – that is, statements related to future, not past, events. Forward-looking statements often address our expected future business and financial performance and often contain words such as “expect,” “anticipate,” “intend,” “believe,” “should,” “plan,” “will,” “could,” and similar expressions. These forward-looking statements include, among others, statements regarding TSYS’ belief that it will achieve the high-end of its guidance range for net income and EPS for 2012, and the assumptions underlying such statements. These statements are based on the current beliefs and expectations of TSYS’ management, are based on management’s assumptions and are subject to significant risks and

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uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by our forward-looking statements in this press release. Many of these factors are beyond TSYS’ ability to control or predict. These factors include, but are not limited to: continued consolidation and turmoil in the financial services and other industries during 2012, including the merger of TSYS clients with entities that are not TSYS processing clients, the sale of portfolios by TSYS clients to entities that are not TSYS processing clients and the nationalization or seizure by banking regulators of TSYS clients; TSYS is unable to control expenses and increase market share both domestically and internationally; TSYS is unable to manage the impact of slowing economic conditions and consumer spending; the material breach of security of any of TSYS’ systems; the impact of potential and completed acquisitions, including the costs associated therewith and their being more difficult to integrate than anticipated; adverse developments with respect to foreign currency exchange rates; expenses are incurred associated with the signing of a significant client; the deconversion of a significant client; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on TSYS and on our clients; changes occur in laws, rules, regulations, credit card association rules or other industry standards affecting TSYS and our clients that may result in costly new compliance burdens on TSYS and our clients and lead to a decrease in the volume and/or number of transactions processed; the costs and effects of litigation, investigations or similar matters or adverse facts and developments relating thereto; adverse developments with respect to the credit card industry in general, including a decline in the use of credit cards as a payment mechanism; and internal growth rates of TSYS’ existing clients are lower than anticipated whether as a result of unemployment rates, card delinquencies and charge-off rates or otherwise. Additional risks and other factors that could cause actual results to differ materially from those contemplated in this release can be found in TSYS’ filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

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TSYS Announces Second Quarter 2012 Earnings

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TSYS

Financial Highlights

(unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Percent Change			2012			2011			Percent Change
Total revenues	$	462,651			447,554			3.4	%	$	923,813			876,985			5.3	%
Cost of services		312,669			312,052			0.2			630,927			613,543			2.8
Selling, general and administrative expenses		57,886			56,973			1.6			115,959			111,885			3.6
Operating income		92,096			78,529			17.3			176,927			151,557			16.7
Nonoperating expenses		(1,818	)		(841	)		nm			(2,223	)		(1,568	)		(41.8	)
Income before income taxes, noncontrolling interests and equity in income of equity investments		90,278			77,688			16.2			174,704			149,989			16.5
Income taxes		24,553			23,658			3.8			54,108			48,815			10.8
Income before noncontrolling interests and equity in income of equity investments		65,725			54,030			21.6			120,596			101,174			19.2
Equity in income of equity investments		2,252			617			nm			5,026			2,885			74.2
Net income		67,977			54,647			24.4			125,622			104,059			20.7
Net income attributable to noncontrolling interests		(1,267	)		(900	)		(40.8	)		(2,516	)		(1,522	)		(65.3	)
Net income attributable to TSYS common shareholders	$	66,710			53,747			24.1	%	$	123,106			102,537			20.1	%
Basic earnings per share	$	0.35			0.28			26.5	%	$	0.65			0.53			22.7	%
Diluted earnings per share	$	0.35			0.28			25.5	%	$	0.65			0.53			21.8	%
Dividends declared per share	$	0.10			0.07					$	0.20			0.14

nm = not meaningful

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TSYS Announces Second Quarter 2012 Earnings

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TSYS

Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net income	$	67,977			54,647			125,622			104,059
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(10,027	)		1,685			(7,064	)		11,956
Postretirement healthcare plan adjustments		23			(182	)		286			(363	)
Other comprehensive income (loss)		(10,004	)		1,503			(6,778	)		11,593
Comprehensive income		57,973			56,150			118,844			115,652
Comprehensive income attributable to noncontrolling interests		1,594			1,475			2,135			2,196
Comprehensive income attributable to TSYS common shareholders	$	56,379			54,675			116,709			113,456

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TSYS Announces Second Quarter 2012 Earnings

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TSYS

Earnings Per Share

(unaudited)

(in thousands, except per share data)

	Three Months Ended June 30, 2012					Three Months Ended June 30, 2011					Six Months Ended June 30, 2012					Six Months Ended June 30, 2011
	Common Stock			Participating Securities		Common Stock			Participating Securities		Common Stock			Participating Securities		Common Stock			Participating Securities
Basic Earnings per share:
Net income	$	66,710					53,747				$	123,106					102,537
Less income allocated to nonvested awards		(224	)		224		(191	)		191		(421	)		421		(383	)		383
Net income allocated to common stock for EPS calculation (a)	$	66,486			224		53,556			191	$	122,685			421		102,154			383
Average common shares outstanding (b)		189,070			650		191,935			690		188,894			658		192,390			727
Average common shares and participating securities		189,720					192,625					189,552					193,117
Basic Earnings per share (a)/(b)	$	0.35			0.35		0.28			0.28	$	0.65			0.64		0.53			0.53
Diluted Earnings per share:
Net income	$	66,710					53,747				$	123,106					102,537
Less income allocated to nonvested awards		(223	)		223		(190	)		190		(419	)		419		(382	)		382
Net income allocated to common stock for EPS calculation (c)	$	66,487			223		53,557			190	$	122,687			419		102,155			382
Average common shares outstanding		189,070			650		191,935			690		188,894			658		192,390			727
Increase due to assumed issuance of shares related to common equivalent shares outstanding		1,270					459					1,159					366
Average common and common equivalent shares outstanding (d)		190,340			650		192,394			690		190,053			658		192,756			727
Average common and common equivalent shares and participating securities		190,990					193,084					190,711					193,483
Diluted Earnings per share (c)/(d)	$	0.35			0.34		0.28			0.28	$	0.65			0.64		0.53			0.53

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TSYS Announces Second Quarter 2012 Earnings

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TSYS

Segment Breakdown

(unaudited)

(in thousands)

	Three Months Ended June 30,												Six Months Ended June 30,
							Change												Change
	2012			2011			$			%			2012			2011			$			%
Revenues before reimbursable items
North America Services	$	205,565			198,775			6,790			3.4	%		409,614			393,365			16,249			4.1	%
International Services		99,047			93,778			5,269			5.6	%		195,538			181,198			14,340			7.9	%
Merchant Services		97,701			93,041			4,660			5.0	%		196,056			179,560			16,496			9.2	%
Intersegment revenues		(3,621	)		(5,384	)		1,763			32.7	%		(7,338	)		(11,269	)		3,931			34.9	%
Revenues before reimbursable items from external customers	$	398,692			380,210			18,482			4.9	%		793,870			742,854			51,016			6.9	%
Total revenues
North America Services	$	239,557			233,903			5,654			2.4	%		480,156			464,461			15,695			3.4	%
International Services		103,415			97,670			5,745			5.9	%		203,775			188,380			15,395			8.2	%
Merchant Services		124,903			123,084			1,819			1.5	%		250,420			238,840			11,580			4.8	%
Intersegment revenues		(5,224	)		(7,103	)		1,879			26.5	%		(10,538	)		(14,696	)		4,158			28.3	%
Revenues from external customers	$	462,651			447,554			15,097			3.4	%		923,813			876,985			46,828			5.3	%
Depreciation and amortization
North America Services	$	18,821			19,926			(1,105	)		(5.5	)%		37,275			39,392			(2,117	)		(5.4	)%
International Services		15,006			11,960			3,046			25.5	%		27,917			23,669			4,248			17.9	%
Merchant Services		8,668			9,313			(645	)		(6.9	)%		17,453			18,460			(1,007	)		(5.5	)%
Corporate Admin		718			768			(50	)		(6.5	)%		1,441			1,514			(73	)		(4.8	)%
Total depreciation and amortization	$	43,213			41,967			1,246			3.0	%		84,086			83,035			1,051			1.3	%
Segment operating income
North America Services	$	72,060			64,068			7,992			12.5	%		140,232			119,268			20,964			17.6	%
International Services		9,438			10,122			(684	)		(6.8	)%		13,552			21,147			(7,595	)		(35.9	)%
Merchant Services		32,950			25,708			7,242			28.2	%		67,169			52,631			14,538			27.6	%
Corporate Admin		(22,352	)		(21,369	)		(983	)		(4.6	)%		(44,026	)		(41,489	)		(2,537	)		(6.1	)%
Operating income	$	92,096			78,529			13,567			17.3	%		176,927			151,557			25,370			16.7	%
Other:
Reimbursable items:
North America Services	$	33,992			35,128			(1,136	)		(3.2	)%		70,542			71,096			(554	)		(0.8	)%
International Services		4,368			3,892			476			12.2	%		8,238			7,183			1,055			14.7	%
Merchant Services		27,202			30,043			(2,841	)		(9.5	)%		54,364			59,280			(4,916	)		(8.3	)%
Intersegment revenues		(1,603	)		(1,719	)		116			6.7	%		(3,201	)		(3,428	)		227			6.6	%
Reimbursable items	$	63,959			67,344			(3,385	)		(5.0	)%		129,943			134,131			(4,188	)		(3.1	)%
Volumes:
FTEs (full-time equivalents)
North America Services														3,964			4,327			(363	)		(8.4	)%
International Services														2,624			2,217			407			18.4	%
Merchant Services														1,242			1,185			57			4.8	%
Corporate Admin														415			380			35			9.2	%
FTEs														8,245			8,109			136			1.7	%

										At						Change
										6/30/2012			12/31/2011			$			%
Total assets (in thousands)
North America Services											1,704,042			1,621,664			82,378			5.1	%
International Services											448,098			433,203			14,895			3.4	%
Merchant Services											486,444			487,858			(1,414	)		(0.3	)%
Intersegment assets											(702,043	)		(684,333	)		(17,710	)		(2.6	)%
Total assets											1,936,541			1,858,392			78,149			4.2	%
	Three Months Ended June 30,									Six Months Ended June 30,
					Change											Change
	2012		2011		Inc(Dec)		%			2012			2011			Inc(Dec)			%
North America Segment:
Accounts on File (AOF) (in millions)											387.3			328.3			59.0			18.0	%
Transactions (in millions)		2,037.9		1,795.1		242.8		13.5	%		3,930.9			3,421.9			509.0			14.9	%
International Segment:
AOF (in millions)											53.1			47.8			5.3			11.1	%
Transactions (in millions)		402.3		340.6		61.7		18.1	%		785.4			666.6			118.7			17.8	%
Merchant Segment:
Point-of-sale Transactions (in millions)		1,279.7		1,269.0		10.7		0.8	%		2,499.4			2,475.8			23.6			1.0	%

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TSYS

Balance Sheet

(unaudited)

(in thousands)

	Jun 30, 2012			Dec 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	418,643			316,337
Accounts receivable, net		246,335			248,541
Deferred income tax assets		7,846			12,872
Prepaid expenses and other current assets		81,016			72,431
Total current assets		753,840			650,181
Goodwill		354,879			355,498
Property and equipment, net		259,160			266,608
Computer software, net		205,862			215,244
Contract acquisition costs, net		160,819			162,987
Equity investments, net		85,843			82,924
Other intangible assets, net		75,702			81,250
Deferred income tax assets, net		5,102			4,069
Other assets		35,334			39,631
Total assets	$	1,936,541			1,858,392
Liabilities
Current liabilities:
Current portion of notes payable	$	184,186			181,251
Accounts payable		28,470			26,095
Accrued salaries and employee benefits		14,216			33,004
Current portion of obligations under capital leases		12,991			14,363
Other current liabilities		132,235			125,863
Total current liabilities		372,098			380,576
Long-term debt, excluding current portion		37,627			39,104
Deferred income tax liabilities		31,494			32,889
Obligations under capital leases, excluding current portion		22,449			24,489
Other long-term liabilities		59,155			60,325
Total liabilities		522,823			537,383
Equity
Shareholders’ equity:
Common stock		20,245			20,186
Additional paid-in capital		132,374			125,948
Accumulated other comprehensive loss, net		(6,841	)		(445	)
Treasury stock		(218,760	)		(225,034	)
Retained earnings		1,465,933			1,380,634
Total shareholders’ equity		1,392,951			1,301,289
Noncontrolling interests in consolidated subsidiaries		20,767			19,720
Total equity		1,413,718			1,321,009
Total liabilities and equity	$	1,936,541			1,858,392

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TSYS

Cash Flow

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	125,622			104,059
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of equity investments		(5,026	)		(2,885	)
Dividends received from equity investments		1,098			13
Net loss on foreign currency translation		1,635			574
Depreciation and amortization		84,086			83,035
Amortization of debt issuance costs		94			77
Share-based compensation		8,626			8,644
Excess tax benefit from share-based payment arrangements		(653	)		(54	)
Asset impairments		—			1,298
Provisions for bad debt expense and billing adjustments		356			873
Charges for transaction processing provisions		971			2,632
Deferred income tax expense (benefit)		1,746			(9,738	)
(Gain) loss on disposal of equipment, net		29			(1,429	)
Changes in operating assets and liabilities:
Accounts receivable		(376	)		19,410
Prepaid expenses, other current assets and other long-term assets		(4,691	)		4,508
Accounts payable		2,743			(13,239	)
Accrued salaries and employee benefits		(18,602	)		(11,489	)
Other current liabilities and other long-term liabilities		5,746			13,005
Net cash provided by operating activities		203,404			199,294
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net		(13,810	)		(12,543	)
Additions to licensed computer software from vendors		(17,278	)		(5,882	)
Additions to internally developed computer software		(10,121	)		(9,242	)
Proceeds from sale of trade name		—			4,500
Cash used in acquisitions, net of cash acquired		(1,750	)		(45,287	)
Purchase of private equity investments		(623	)		—
Additions to contract acquisition costs		(16,740	)		(16,007	)
Net cash used in investing activities		(60,322	)		(84,461	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt borrowings and capital lease obligations		(13,038	)		(14,494	)
Proceeds from borrowings of long-term debt		8,633			—
Proceeds from exercise of stock options		4,698			1,339
Excess tax benefit from share-based payment arrangements		653			54
Repurchase of common stock		(338	)		(35,700	)
Purchase of noncontrolling interests		—			(174,050	)
Subsidiary dividends paid to noncontrolling shareholders		(1,087	)		(448	)
Dividends paid on common stock		(37,809	)		(27,129	)
Net cash used in financing activities		(38,288	)		(250,428	)
CASH AND CASH EQUIVALENTS:
Effect of exchange rate changes on cash and cash equivalents		(2,488	)		4,134
Net increase (decrease) in cash and cash equivalents		102,306			(131,461	)
Cash and cash equivalents at beginning of period		316,337			394,795
Cash and cash equivalents at end of period	$	418,643			263,334

- more -

TSYS Announces Second Quarter 2012 Earnings

Page 10 of 12

Supplemental Information:

	Accounts on File
	Total
(in millions)	June 2012		June 2011		% Change
Consumer Credit		199.4		187.6		6.3
Government Services		30.8		30.0		2.8
Retail		25.2		23.7		6.0
Total Consumer		255.4		241.3		5.8
Commercial		36.1		32.7		10.4
Other		9.6		6.7		42.9
Subtotal		301.1		280.7		7.2
Prepaid/Stored Value		105.4		72.8		44.6
Commercial Card Single Use		34.0		22.5		51.2
Total AOF		440.5		376.0		17.1

Growth in Accounts on File (in millions):
	June 2011 to June 2012			June 2010 to June 2011
Beginning balance		376.0			332.8
Change in accounts on file due to:
Internal growth of existing clients		33.9			26.3
New clients		51.0			33.0
Purges/Sales		(17.6	)		(14.7	)
Deconversions		(2.8	)		(1.4	)
Ending balance		440.5			376.0

- more -

TSYS Announces Second Quarter 2012 Earnings

Page 11 of 12

Reconciliation of GAAP to Non-GAAP

Non-GAAP Measures

The schedule below provides a reconciliation of revenues and operating results on a constant currency basis to reported revenues and operating income. This non-GAAP measure presents year-to-date 2012 financial results using the previous year’s foreign currency exchange rates. On a year-to-date constant currency basis, TSYS’ total revenues grew 5.8% as compared to a reported GAAP increase of 5.3%.

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

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

Although non-GAAP financial measures are often used to measure TSYS’ operating results and assess its financial performance, they are not necessarily comparable to similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

TSYS believes that its use of non-GAAP financial measures provides investors with the same key financial performance indicators that are utilized by management to assess TSYS’ operating results, evaluate the business and make operational decisions on a prospective, going-forward basis. Hence, management provides disclosure of non-GAAP financial measures to give shareholders and potential investors an opportunity to see TSYS as viewed by management, to assess TSYS with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. TSYS believes that the presentation of GAAP financial measures alone would not provide its shareholders and potential investors with the ability to appropriately analyze its ongoing operational results, and therefore expected future results. TSYS therefore believes that inclusion of non-GAAP financial measures provides investors with additional information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to better understand the business, manage budgets and allocate resources.

- more -

TSYS Announces Second Quarter 2012 Earnings

Page 12 of 12

Reconciliation of GAAP to Non-GAAP

Constant Currency Comparison

(unaudited)

(in thousands)

	Three Months Ended June 30,								Six Months Ended June 30,
	2012			2011		Percent Change			2012			2011		Percent Change
Consolidated
Constant currency (1)	$	465,231			447,554		3.9	%	$	927,482			876,985		5.8	%
Foreign currency (2)		(2,580	)		—					(3,669	)		—
Total revenues	$	462,651			447,554		3.4	%	$	923,813			876,985		5.3	%
Constant currency (1)	$	90,675			78,529		15.5	%	$	175,086			151,557		15.5	%
Foreign currency (2)		1,421			—					1,841			—
Operating income	$	92,096			78,529		17.3	%	$	176,927			151,557		16.7	%
International Services
Constant currency (1)	$	106,186			97,670		8.7	%	$	207,717			188,380		10.3	%
Foreign currency (2)		(2,771	)		—					(3,942	)		—
Total revenues	$	103,415			97,670		5.9	%	$	203,775			188,380		8.2	%

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

(2) Reflects the impact of calculated changes in foreign currency rates from the comparable period.

- ### -

EX-99.2

2012 Second Quarter Results

July 24, 2012

Exhibit 99.2

©

2012 Total System Services, Inc.

®

All rights reserved worldwide.

Forward-Looking Statements

This presentation and comments made by management contain

forward-looking statements including, among others, statements

regarding the expected future operating results of TSYS.  These

statements are based on management’s current expectations and

assumptions and are subject to risks, uncertainties and changes in

circumstances.  Forward-looking statements include all statements

that are not historical facts and can be identified by the use of forward-

looking

terminology

such

as

the

words

“believe,”

“expect,”

“anticipate,”

“intend,”

“plan,”

“estimate”

or similar expressions.  Actual results may

differ materially from those set forth in the forward-looking statements

due to a variety of factors.  More information about these risks,

uncertainties

and

factors

may

be

found

in

TSYS’

2011

Annual

Report

on

Form

10-K,

Quarterly

Reports

on

Form

10-Q

and

Current

Reports

on Form 8-K.  TSYS does not assume any obligation to update any

forward-looking statements as a result of new information, future

developments or otherwise.

2

©2012

Total

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Services,

Inc.®

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rights

reserved worldwide.

Use of Non-GAAP Financial Measures

This slide presentation contains certain non-GAAP financial measures

determined by methods other than in accordance with generally

accepted accounting principles. Such non-GAAP financial measures

include the following: revenues before reimbursable items; operating

margin excluding reimbursable items; revenues measured on a

constant currency basis; free cash flow; and EBITDA. The most

comparable GAAP measures to these measures are revenues;

operating margin; revenues; cash flows from operating activities; and

net income, respectively. Management uses these non-GAAP financial

measures

to

assess

the

performance

of

TSYS’

core

business.

TSYS

believes that these non-GAAP financial measures provide meaningful

additional information about TSYS to assist investors in evaluating

TSYS’

operating results. These non-GAAP financial measures should

not be considered as a substitute for operating results determined in

accordance with GAAP and may not be comparable to other similarly

titled measures of other companies. The computations of the non-

GAAP financial measures used in this slide presentation are set forth in

the Appendix to this slide presentation.

3

©2012

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Services,

Inc.®

Proprietary.

All

rights

reserved worldwide.

Phil Tomlinson

Chairman and Chief Executive Officer

Chief Financial Officer

Jim Lipham

Consolidated Selected Financial Highlights

6

©2012

Total

System

Services,

Inc.®

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All

rights

reserved worldwide.

$ 462,651

$ 447,554

3.4%

Total Revenues

$ 923,813

$ 876,985

5.3%

398,692

380,210

4.9

Revenues Before Reimbursable Items

793,870

742,854

6.9

92,096

78,529

17.3

Operating Income

176,927

151,557

16.7

66,710

53,747

24.1

Net Income Attributable to TSYS

Common Shareholders

123,106

102,537

20.1

2,440.2

2,135.7

14.3

Total Cardholder Transactions (in millions)

4,716.3

4,088.5

15.4

$0.35

$0.28

26.5

Earnings Per Share

Attributable to TSYS Common

Shareholders

$0.65

$0.53

22.7

YTD

2012

YTD

2011

Percent

Change

(in thousands, except per share data)

2

Qtr

2012

2

Qtr

2011

Percent

Change

nd

nd

2012 YTD Revenue Change

Revenues Before Reimbursable Items

7

©2012

Total

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Services,

Inc.®

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rights

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10%

15%

5%

0%

6.4%

Internal

Growth

New

Clients

3.7%

Acquisitions

(3.7%)

Reported

6.9%

Currency

(0.5%)

1.0%

Lost

Business,

Non-recurring

Items and

Price

Compression

Consumer Credit

199.4

187.6

6.3

199.4

197.2

1.1

Government

Services

30.8

30.0

2.8

30.8

30.5

1.0

Retail

25.2

23.7

6.0

25.2

25.3

(0.5

)

Total Consumer

255.4

241.3

5.8

255.4

253.0

0.9

Commercial

36.1

32.7

10.4

36.1

35.5

1.7

Other

9.6

6.7

42.9

9.6

9.4

1.6

Subtotal

301.1

280.7

7.2

301.1

297.9

1.0

Prepaid /

Stored Value

105.4

72.8

44.6

105.4

88.5

19.1

Commercial Card

Single Use

34.0

22.5

51.2

34.0

29.5

15.4

Total AOF

440.5

376.0

17.1

440.5

415.9

5.9

Consolidated Accounts on

File Portfolio Summary

(in millions)

Jun

2012

Jun

2011

%

Change

Jun

2012

Mar

2012

%

Change

8

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Key Drivers

2Q 2012 Year Over Year

Segment Financial Highlights

•

Strong internal growth

•

Increased volumes

North America

Services

9

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•

Accounts on file were 387.3 million, an increase

of 18.0%

•

Total cardholder transactions were 2,037.9

million, an increase of 13.5%

Volumes

Revenues

$239.6 million

Increase of 2.4%

Excluding Reimbursables

$205.6 million

Increase of 3.4%

Operating Income

$72.1 million

Increase of 12.5%

Operating Margin

30.1%

Excluding Reimbursables

35.1%

Same Client Transactions

2,010.0 million

Increase of 13.1%

2Q 2012 Year Over Year

Segment Financial Highlights

•

Strong internal growth

•

Deconversion fee

•

Conversion of new clients

•

Dedication of more internal resources,

previously shared between our North America

and International segments

10

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Key Drivers

International

Services

Volumes

•

Accounts on file were 53.1 million, an

increase of 11.1%

•

Total cardholder transactions were 402.3

million, an increase of 18.1%

Revenues

$103.4 million

Increase of 5.9%

Constant currency basis

$106.2 million

Excluding Reimbursables

$99.0 million

Increase of 5.6%

Operating Income

$9.4 million

Decrease of 6.8%

Operating Margin

9.1%

Excluding Reimbursables

9.5%

Same Client Transactions

374.8 million

Increase of 11.0%

Merchant

Services

2Q 2012 Year Over Year

Segment Financial Highlights

•

Upward trends in transaction volumes

•

Strong dollar volume growth in direct acquiring

11

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rights

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Key Drivers

Volumes

•

Point-of-Sale Transactions were 1,279.7

million, an increase of 0.8%

•

Excluding deconverted clients, Point-of-Sale

Transactions increased 12.4%

Revenues

$124.9 million

Increase of 1.5%

Excluding Reimbursables

$97.7 million

Increase of 5.0%

Operating Income

$33.0 million

Increase of 28.2%

Operating Margin

26.4%

Excluding Reimbursables

33.7%

Cash Flow Strength:

2012 TTM Consolidated Financial Highlights

$518

$440

$330

$244

$419

$0

$75

$150

$225

$300

$375

$450

$525

$600

(in millions)

12

TTM = Trailing Twelve Months

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Closing Share Price

$  23.93

$  19.56

$4.37

$  23.93

$  18.58

$5.35

Dividends

$0.20

$0.37

Total return

$4.57

$5.72

Shareholder return

23.4%

30.8%

Shareholder Return

©

2012 Total System Services, Inc.

®

Proprietary. All rights reserved worldwide.

13

Jun 30,

2012

Dec 31,

2011

Jun 30,

2012

Jun 30,

2011

Shareholder

Return

Shareholder

Return

Six Months

Trailing

Twelve Months

Appendix

Total Revenues

$ 462,651     

$ 447,554   

$ 923,813      $ 876,985  

Reimbursable Items

63,959

67,344

129,943

134,131

Revenues Before Reimbursable Items

$   398,692

$   380,210

$   793,870

$   742,854

Appendix Non-GAAP Reconciliation –

Revenues Before Reimbursable Items

(in thousands)

15

6/30/12

6/30/11

6/30/12

6/30/11

Three Months Ended

Twelve Months Ended

©2012

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Operating Income (a)

$  72,060     

$  9,438     

$  32,950     

Total Revenues (b)

239,557

233,903

103,415

97,670

124,903

123,084

Reimbursable Items

33,992

35,128

4,368

3,892

27,202

30,043

Revenues Before

Reimbursable Items(c)

205,565

198,775

99,047

93,778

97,701

93,041

Operating Margin (a)/(b)

30.08%

27.39%

9.13%

10.36%

26.38%

20.89%

Operating Margin Excluding Reimbursables (a)/(c)

35.05%

32.23%

9.53%

10.79%

33.73%

27.63%

North America

International

Merchant

(in thousands)

16

Three Months Ended

Three Months Ended

Three Months Ended

6/30/12

6/30/11

6/30/11

6/30/12

6/30/12

6/30/11

$  64,068

$  10,122

$  25,708

Appendix

Non-GAAP

Reconciliation

–

Segment

Operating Margin Excluding Reimbursable Items

©2012

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Services,

Inc.®

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Appendix Non-GAAP Reconciliation –

Constant Currency

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

(2) Reflects the impact of calculated changes in foreign currency rates from the comparable period.

(in thousands)

Consolidated:

Constant Currency (1)

$ 465,231

$ 447,554

3.9%

$ 927,482

$ 876,985

5.8%

Foreign Currency (2)

(2,580)

---

(3,669)

---

Total Revenues

462,651

447,554

3.4%

923,813

876,985

5.3%

International Services:

Constant Currency (1)

$ 106,186

$ 97,670

8.7%

$ 207,717

$188,380

10.3%

Foreign Currency (2)

(2,771)

---

(3,942)

---

Total Revenues

$103,415

$97,670

5.9%

$203,775

$188,380

8.2%

17

Percentage

Change

Percentage

Change

Months Ended

6/30/12        6/30/11

Three

6/30/12        6/30/11

Months Ended

Six

©2012

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Trailing Twelve

Appendix Non-GAAP Reconciliation –

EBITDA

Net Income

$     244,225

Adjusted for:

Deduct: Equity in Income of Equity Investments

(10,849)

Add: Income Taxes

107,890

Add: Nonoperating expense

6,560

Add: Depreciation and Amortization

170,216

EBITDA

$    518,042

(in thousands)

18

Months Ended

6/30/2012

©2012

Total

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Appendix

Non-GAAP

Reconciliation

–

Free

Cash

Flow

(in thousands)

19

Cash Flows from Operating Activities

$     440,429 

Less:

Purchase of Property and Equipment

(28,205)

Additions to Licensed Computer Software from Vendors

(30,898)

Additions to Internally Developed Computer Software

(18,761)

Additions to Contract Acquisition Costs

(32,356)

Free Cash Flow

$     330,209

6/30/2012

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Months Ended

Trailing Twelve