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

October 23, 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 October 23, 2012, Total System Services, Inc. (“Registrant”) issued a press release announcing financial results for the third quarter ended September 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 October 23, 2012, Registrant will hold an investor conference call and webcast to discuss its financial results for the third quarter ended September 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Registrant’s press release dated October 23, 2012
99.2	Registrant’s presentation dated October 23, 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: October 23, 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 Operating Income Growth of 12.0%

and EPS of $0.32 for the Third Quarter

COLUMBUS, Ga., October 23, 2012 — TSYS (NYSE: TSS) today reported results for the third quarter of 2012. For the quarter, basic earnings per share was $0.32, an increase of 5.7% over 2011. Revenues before reimbursable items were $406.1 million and operating income was $90.9 million, increases of 4.1% and 12.0%, respectively, as compared to 2011. Total revenues for the quarter were $468.1 million, an increase of 1.8% over 2011, and were impacted by a decrease of $7.6 million in reimbursable items.

The operating margin for the quarter was 22.4%, an increase of 157 basis points over the third quarter of last year. The increase is attributable to the 4.1% increase in revenues before reimbursable items while expenses before reimbursable items were up 2.0%.

POS transactions, excluding deconverted clients in the indirect merchant business, were up 9.5% and sales volume in the direct merchant business was up 17.4%. Excluding the impact of the acquisition, sales volume was up 9.3%. North America and International issuer processing businesses grew with same client transactions up 10.1% over last year.

“In August, TSYS formed a joint venture with Central Payment Co., LLC to further strengthen our sales distribution channels in the direct merchant business. Also during the quarter, we spent $61.2 million as we purchased 2.6 million shares of our stock bringing our share repurchases since September 2010 to 12.3 million and a total spend of $227.0 million. We continue to see value in our buyback program, absent a strategic acquisition, and have 7.7 million shares remaining under the plan that expires in April 2014. We also closed a new credit facility of $500 million this quarter with a 5-year term loan of $150 million and a 5-year revolver of $350 million that included nine banks. This new revolver, along with our free cash flow, will provide us with more financial flexibility as we continue to make investments that we expect to grow our company and enhance shareholder return,” said Tomlinson.

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Conference Call

TSYS will host its quarterly conference call at 5:00 p.m. ET on Tuesday, October 23. 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 expectation that the investments TSYS makes will grow the company and enhance shareholder return, 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 uncertainties. Actual results may differ materially from those contemplated by the forward-looking

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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, the ultimate results of TSYS’ investments may not have a positive impact on TSYS’ business as is currently expected for a number of reasons including fluctuations in the price of our stock and acquired companies not performing as expected. 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.

— more —

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TSYS Announces Third Quarter 2012 Earnings

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TSYS

Financial Highlights

(unaudited)

(in thousands, except per share data)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2012			2011			Percent Change			2012			2011			Percent Change
Total revenues	$	468,059			459,747			1.8	%	$	1,391,872			1,336,732			4.1	%
Cost of services		315,685			321,481			(1.8	)		946,612			935,024			1.2
Selling, general and administrative expenses		61,481			57,086			7.7			177,439			168,970			5.0
Operating income		90,893			81,180			12.0			267,821			232,738			15.1
Nonoperating expenses		(579	)		(3,794	)		84.7			(2,802	)		(5,363	)		47.8
Income before income taxes, noncontrolling interests and equity in income of equity investments		90,314			77,386			16.7			265,019			227,375			16.6
Income taxes		30,228			24,286			24.5			84,336			73,102			15.4
Income before noncontrolling interests and equity in income of equity investments		60,086			53,100			13.2			180,683			154,273			17.1
Equity in income of equity investments		1,957			4,588			(57.3	)		6,983			7,475			(6.6	)
Net income		62,043			57,688			7.5			187,666			161,748			16.0
Net income attributable to noncontrolling interests		(1,731	)		460			nm			(4,248	)		(1,064	)		nm
Net income attributable to TSYS common shareholders	$	60,312			58,148			3.7	%	$	183,418			160,684			14.1	%
Basic earnings per share	$	0.32			0.30			5.7	%	$	0.97			0.83			16.6	%
Diluted earnings per share	$	0.32			0.30			5.2	%	$	0.97			0.83			16.1	%
Dividends declared per share	$	0.10			0.07					$	0.30			0.21
nm = not meaningful

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TSYS Announces Third Quarter 2012 Earnings

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TSYS

Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income	$	62,043			57,688			187,666			161,748
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		9,999			(9,244	)		2,935			2,713
Postretirement healthcare plan adjustments		(1,537	)		1,156			(1,250	)		793
Other comprehensive income (loss)		8,462			(8,088	)		1,685			3,506
Comprehensive income		70,505			49,600			189,351			165,254
Comprehensive income attributable to noncontrolling interests		1,709			(265	)		3,844			1,934
Comprehensive income attributable to TSYS common shareholders	$	68,796			49,865			185,507			163,320

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TSYS Announces Third Quarter 2012 Earnings

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TSYS

Earnings Per Share

(unaudited)

(in thousands, except per share data)

	Three Months Ended September 30, 2012					Three Months Ended September 30, 2011					Nine Months Ended September 30, 2012					Nine Months Ended September 30, 2011
	Common Stock			Participating Securities		Common Stock			Participating Securities		Common Stock			Participating Securities		Common Stock			Participating Securities
Basic Earnings per share:
Net income	$	60,312					58,148				$	183,418					160,684
Less income allocated to nonvested awards		(191	)		191		(208	)		208		(613	)		613		(592	)		592
Net income allocated to common stock for EPS calculation ( a )	$	60,121			191		57,940			208	$	182,805			613		160,092			592
Average common shares outstanding ( b )		187,269			609		190,706			691		187,911			642		191,823			715
Average common shares and participating securities		187,878					191,397					188,553					192,538
Basic Earnings per share ( a )/( b )	$	0.32			0.31		0.30			0.30	$	0.97			0.96		0.83			0.83
Diluted Earnings per share:
Net income	$	60,312					58,148				$	183,418					160,684
Less income allocated to nonvested awards		(191	)		191		(208	)		208		(611	)		611		(591	)		591
Net income allocated to common stock for EPS calculation ( c )	$	60,121			191		57,940			208	$	182,807			611		160,093			591
Average common shares outstanding		187,269			609		190,706			691		187,911			642		191,823			715
Increase due to assumed issuance of shares related to common equivalent shares outstanding		1,218					376					1,138					392
Average common and common equivalent shares outstanding ( d )		188,487			609		191,082			691		189,049			642		192,215			715
Average common and common equivalent shares and participating securities		189,096					191,773					189,691					192,930
Diluted Earnings per share ( c )/( d )	$	0.32			0.31		0.30			0.30	$	0.97			0.95		0.83			0.83

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TSYS Announces Third Quarter 2012 Earnings

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TSYS

Segment Breakdown

(unaudited)

(in thousands)

	Three Months Ended September 30,												Nine Months Ended September 30,
							Change												Change
	2012			2011			$			%			2012			2011			$			%
Revenues before reimbursable items
North America Services	$	203,497			206,087			(2,590	)		(1.3	)%		613,111			599,451			13,660			2.3	%
International Services		98,184			96,140			2,044			2.1	%		293,722			277,337			16,385			5.9	%
Merchant Services		107,786			93,220			14,566			15.6	%		303,842			272,780			31,062			11.4	%
Intersegment revenues		(3,415	)		(5,285	)		1,870			35.4	%		(10,753	)		(16,553	)		5,800			35.0	%
Revenues before reimbursable items from external customers	$	406,052			390,162			15,890			4.1	%		1,199,922			1,133,015			66,907			5.9	%
Total revenues
North America Services	$	237,625			243,899			(6,274	)		(2.6	)%		717,781			708,360			9,421			1.3	%
International Services		102,691			99,891			2,800			2.8	%		306,466			288,271			18,195			6.3	%
Merchant Services		132,746			122,933			9,813			8.0	%		383,167			361,774			21,393			5.9	%
Intersegment revenues		(5,003	)		(6,976	)		1,973			28.3	%		(15,542	)		(21,673	)		6,131			28.3	%
Revenues from external customers	$	468,059			459,747			8,312			1.8	%		1,391,872			1,336,732			55,140			4.1	%
Depreciation and amortization
North America Services	$	18,583			19,996			(1,413	)		(7.1	)%		55,857			59,387			(3,530	)		(5.9	)%
International Services		14,701			12,847			1,854			14.4	%		42,617			36,515			6,102			16.7	%
Merchant Services		9,290			8,772			518			5.9	%		26,743			27,232			(489	)		(1.8	)%
Corporate Admin		669			753			(84	)		(11.2	)%		2,112			2,269			(157	)		(6.9	)%
Total depreciation and amortization	$	43,243			42,368			875			2.1	%		127,329			125,403			1,926			1.5	%
Segment operating income
North America Services	$	69,561			68,016			1,545			2.3	%		209,794			187,284			22,510			12.0	%
International Services		7,725			8,278			(553	)		(6.7	)%		21,277			29,426			(8,149	)		(27.7	)%
Merchant Services		34,508			27,398			7,110			26.0	%		101,677			80,029			21,648			27.1	%
Corporate Admin		(20,901	)		(22,512	)		1,611			7.2	%		(64,927	)		(64,001	)		(926	)		(1.4	)%
Operating income	$	90,893			81,180			9,713			12.0	%		267,821			232,738			35,083			15.1	%
Other:
Reimbursable items:
North America Services	$	34,128			37,812			(3,684	)		(9.7	)%		104,670			108,910			(4,240	)		(3.9	)%
International Services		4,507			3,751			756			20.2	%		12,745			10,934			1,811			16.6	%
Merchant Services		24,960			29,713			(4,753	)		(16.0	)%		79,324			88,993			(9,669	)		(10.9	)%
Intersegment revenues		(1,588	)		(1,690	)		102			6.0	%		(4,789	)		(5,118	)		329			6.4	%
Reimbursable items	$	62,007			69,586			(7,579	)		(10.9	)%		191,950			203,719			(11,769	)		(5.8	)%
Volumes:
FTEs (full-time equivalents)
North America Services														4,014			4,306			(292	)		(6.8	)%
International Services														2,517			2,318			199			8.6	%
Merchant Services														1,427			1,167			260			22.3	%
Corporate Admin														425			398			27			6.8	%
FTEs														8,383			8,189			194			2.4	%
													At						Change
Total assets (in thousands)													9/30/2012			12/31/2011			$			%
North America Services														1,693,048			1,621,664			71,384			4.4	%
International Services														459,423			433,203			26,220			6.1	%
Merchant Services														582,250			487,858			94,392			19.3	%
Intersegment assets														(764,802	)		(684,333	)		(80,469	)		(11.8	)%
Total assets														1,969,919			1,858,392			111,527			6.0	%
	Three Months Ended September 30,												Nine Months Ended September 30,
							Change												Change
	2012			2011			Inc(Dec)			%			2012			2011			Inc(Dec)			%
North America Segment:
Accounts on File (AOF) (in millions)														413.4			341.9			71.5			20.9	%
Transactions (in millions)		2,036.6			1,860.2			176.5			9.5	%		5,907.7			5,270.6			637.1			12.1	%
International Segment:
AOF (in millions)														53.0			50.5			2.5			4.9	%
Transactions (in millions)		415.1			360.5			54.6			15.1	%		1,200.5			1,027.2			173.3			16.9	%
Merchant Segment:
Point-of-sale Transactions (in millions)		1,225.1			1,263.3			(38.2	)		(3.0	)%		3,724.5			3,739.1			(14.6	)		(0.4	)%

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TSYS Announces Third Quarter 2012 Earnings

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TSYS

Balance Sheet

(unaudited)

(in thousands)

	Sep 30, 2012			Dec 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	356,569			316,337
Accounts receivable, net		248,441			248,541
Deferred income tax assets		8,987			12,872
Prepaid expenses and other current assets		76,956			72,431
Total current assets		690,953			650,181
Goodwill		422,508			355,498
Property and equipment, net		264,803			266,608
Computer software, net		198,973			215,244
Contract acquisition costs, net		162,790			162,987
Equity investments, net		83,037			82,924
Other intangible assets, net		102,278			81,250
Deferred income tax assets, net		6,037			4,069
Other assets		38,540			39,631
Total assets	$	1,969,919			1,858,392
Liabilities
Current liabilities:
Current portion of notes payable	$	23,743			181,251
Accounts payable		32,824			26,095
Accrued salaries and employee benefits		19,826			33,004
Current portion of obligations under capital leases		13,806			14,363
Other current liabilities		131,237			125,863
Total current liabilities		221,436			380,576
Long-term debt, excluding current portion		176,935			39,104
Deferred income tax liabilities		33,199			32,889
Obligations under capital leases, excluding current portion		20,422			24,489
Other long-term liabilities		67,575			60,325
Total liabilities		519,567			537,383
Redeemable noncontrolling interest		38,641			—
Equity
Shareholders’ equity:
Common stock		20,245			20,186
Additional paid-in capital		135,657			125,948
Accumulated other comprehensive loss, net		1,644			(445	)
Treasury stock		(274,143	)		(225,034	)
Retained earnings		1,507,542			1,380,634
Total shareholders’ equity		1,390,945			1,301,289
Noncontrolling interests in consolidated subsidiaries		20,766			19,720
Total equity		1,411,711			1,321,009
Total liabilities and equity	$	1,969,919			1,858,392

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TSYS Announces Third Quarter 2012 Earnings

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TSYS

Cash Flow

(unaudited)

(in thousands)

	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	187,666			161,748
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of equity investments		(6,983	)		(7,475	)
Dividends received from equity investments		7,523			6,835
Net loss on foreign currency translation		2,259			2,751
Depreciation and amortization		127,329			125,403
Amortization of debt issuance costs		180			115
Share-based compensation		12,348			12,693
Excess tax benefit from share-based payment arrangements		(1,236	)		(50	)
Asset impairments		—			798
Provisions for bad debt expense and billing adjustments		813			328
Charges for transaction processing provisions		1,348			3,684
Deferred income tax expense (benefit)		(2,355	)		15,833
(Gain) loss on disposal of equipment, net		77			(1,396	)
Changes in operating assets and liabilities:
Accounts receivable		1,730			(4,382	)
Prepaid expenses, other current assets and other long-term assets		4,406			(766	)
Accounts payable		6,688			(15,629	)
Accrued salaries and employee benefits		(13,567	)		(2,610	)
Other current liabilities and other long-term liabilities		5,761			(215	)
Net cash provided by operating activities		333,987			297,665
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net		(24,296	)		(18,121	)
Additions to licensed computer software from vendors		(19,385	)		(10,033	)
Additions to internally developed computer software		(15,202	)		(13,331	)
Proceeds from sale of trade name		—			4,500
Cash used in acquisitions, net of cash acquired		(66,250	)		(45,309	)
Purchase of private equity investments		(2,370	)		(1,573	)
Additions to contract acquisition costs		(25,700	)		(22,506	)
Net cash used in investing activities		(153,203	)		(106,373	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt borrowings and capital lease obligations		(188,395	)		(21,052	)
Proceeds from borrowings of long-term debt		158,633			—
Proceeds from exercise of stock options		9,451			1,743
Excess tax benefit from share-based payment arrangements		1,236			50
Repurchase of common stock		(61,556	)		(73,361	)
Debt issuance costs		(1,996	)		—
Purchase of noncontrolling interests		—			(174,050	)
Subsidiary dividends paid to noncontrolling shareholders		(2,797	)		(433	)
Dividends paid on common stock		(56,719	)		(40,616	)
Net cash used in financing activities		(142,143	)		(307,719	)
CASH AND CASH EQUIVALENTS:
Effect of exchange rate changes on cash and cash equivalents		1,591			2,345
Net increase (decrease) in cash and cash equivalents		40,232			(114,082	)
Cash and cash equivalents at beginning of period		316,337			394,795
Cash and cash equivalents at end of period	$	356,569			280,713

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Supplemental Information:

	Accounts on File
	Total
(in millions)	September 2012		September 2011		% Change
Consumer Credit		195.0		194.2		0.4
Government Services		48.8		32.6		49.7
Retail		24.1		23.2		4.1
Total Consumer		267.9		250.0		7.2
Commercial		36.3		33.4		8.7
Other		11.1		7.0		58.0
Subtotal		315.3		290.4		8.6
Prepaid/Stored Value		114.3		75.8		50.7
Commercial Card Single Use		36.8		26.2		40.6
Total AOF		466.4		392.4		18.9

Growth in Accounts on File (in millions):

	September 2011 to September 2012			September 2010 to September 2011
Beginning balance		392.4			339.2
Change in accounts on file due to:
Internal growth of existing clients		30.3			31.2
New clients		75.5			32.9
Purges/Sales		(29.0	)		(10.0	)
Deconversions		(2.8	)		(0.9	)
Ending balance		466.4			392.4

- more -

TSYS Announces Third 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 4.6% as compared to a reported GAAP increase of 4.1%.

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 Third Quarter 2012 Earnings

Page 12 of 12

Reconciliation of GAAP to Non-GAAP

Constant Currency Comparison

(unaudited)

(in thousands)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2012			2011		Percent Change			2012			2011		Percent Change
Consolidated
Constant currency (1)	$	470,470			459,747		2.3	%	$	1,397,952			1,336,732		4.6	%
Foreign currency (2)		(2,411	)		—					(6,080	)		—
Total revenues	$	468,059			459,747		1.8	%	$	1,391,872			1,336,732		4.1	%
Constant currency (1)	$	89,038			81,180		9.7	%	$	264,125			232,738		13.5	%
Foreign currency (2)		1,855			—					3,696			—
Operating income	$	90,893			81,180		12.0	%	$	267,821			232,738		15.1	%
International Services
Constant currency (1)	$	105,290			99,891		5.4	%	$	313,007			288,271		8.6	%
Foreign currency (2)		(2,599	)		—					(6,541	)		—
Total revenues	$	102,691			99,891		2.8	%	$	306,466			288,271		6.3	%

(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 Third Quarter Results

October 23, 2012

Exhibit 99.2

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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

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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

Phil Tomlinson

Chairman and Chief Executive Officer

Jim Lipham

Chief Financial Officer

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Consolidated Selected Financial Highlights

6

$ 468,059

$ 459,747

1.8%

Total Revenues

$ 1,391,872

$ 1,336,732

4.1%

406,052

390,162

4.1

Revenues Before Reimbursable Items

1,199,922

1,133,015

5.9

90,893

81,180

12.0

Operating Income

267,821

232,738

15.1

60,312

58,148

3.7

Net Income Attributable to TSYS

Common Shareholders

183,418

160,684

14.1

2,451.8

2,220.7

10.4

Total Cardholder Transactions (in millions)

7,108.2

6,297.7

12.9

$0.32

$0.30

5.7

Earnings Per Share

Attributable to TSYS Common

Shareholders

$0.97

$0.83

16.6

YTD

2012

YTD

2011

Percent

Change

(in thousands, except per share data)

3

rd

Qtr

2012

3

rd

Qtr

2011

Percent

Change

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2012 YTD Revenue Change

Revenues Before Reimbursable Items

7

5.8%

Internal

Growth

New

Clients

3.1%

Acquisitions

(3.9%)

Reported

5.9%

Currency

(0.5%)

1.4%

Lost Business,

Non-recurring

Items and

Price

Compression

10%

15%

5%

0%

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Consumer Credit

195.0

194.2

0.4

195.0

199.4

(2.2

)

Government

Services

48.8

32.6

49.7

48.8

30.8

58.3

Retail

24.1

23.2

4.1

24.1

25.2

(4.1

)

Total Consumer

267.9

250.0

7.2

267.9

255.4

4.9

Commercial

36.3

33.4

8.7

36.3

36.1

0.4

Other

11.1

7.0

58.0

11.1

9.6

16.0

Subtotal

315.3

290.4

8.6

315.3

301.1

4.7

Prepaid /

Stored Value

114.3

75.8

50.7

114.3

105.4

8.5

Commercial Card

Single Use

36.8

26.2

40.6

36.8

34.0

8.3

Total AOF

466.4

392.4

18.9

466.4

440.5

5.9

Consolidated Accounts on File Portfolio Summary

(in millions)

Sep

2012

Sep

2011

%

Change

Sep

2012

Jun

2012

%

Change

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Key Drivers

3Q 2012 Year Over Year

Segment Financial Highlights

•

Strong internal growth

•

Increased volumes

•

Pricing concessions

North America

Services

9

•

Total accounts on file were 413.4 million, an

increase of 20.9%

•

Excluding prepaid and single use, accounts on

file were 264.1 million, an increase of 9.7%

•

Total cardholder transactions were 2,036.6

million, an increase of 9.5%

Volumes

Revenues

$237.6 million

Decrease of 2.6%

Excluding Reimbursables

$203.5 million

Decrease of 1.3%

Operating Income

$69.6 million

Increase of 2.3%

Operating Margin

29.3%

Excluding Reimbursables

34.2%

Same Client Transactions

2,010.7 million

Increase of 9.9%

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3Q 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

Key Drivers

International

Services

Volumes

•

Accounts on file were 53.0 million, an increase

of 4.9%

•

Total cardholder transactions were 415.1

million, an increase of 15.1%

Revenues

$102.7 million

Increase of 2.8%

Constant currency basis

$105.3 million

Excluding Reimbursables

Increase of 2.1%

Operating Income

$7.7 million

Decrease of 6.7%

Operating Margin

7.5%

Excluding Reimbursables

7.9%

Same Client Transactions

390.7

million

Increase of 11.4%

$98.2

million

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Merchant

Services

•

Upward trends in transaction volumes

•

Strong dollar volume growth in direct acquiring

•

Acquisition of Central Payment

11

Key Drivers

Volumes

•

Point-of-Sale Transactions were 1,225.1

million, a decrease of 3.0%

•

Excluding deconverted clients, Point-of-Sale

Transactions increased 9.5%

3Q 2012 Year Over Year

Segment Financial Highlights

Revenues

$132.7 million

Increase of 8.0%

Excluding Reimbursables

$107.8 million

Increase of 15.6%

Operating Income

$34.5 million

Increase of 26.0%

Operating Margin

26.0%

Excluding Reimbursables

32.0%

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Cash Flow Strength:

2012 TTM Consolidated Financial Highlights

$529

$473

$356

$249

$357

$0

$75

$150

$225

$300

$375

$450

$525

$600

EBITDA

Cash flow from operations

Free cash flow

Net income

Ending cash

(in millions)

12

TTM = Trailing Twelve Months

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Deployment of Capital 2010-2012YTD

(in millions)

13

$251

$389

$186

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Closing Share Price

$  23.70

$  19.56

$4.14

$  23.70

$  16.93

$6.77

Dividends

$0.30

$0.40

Total return

$4.44

$7.17

Shareholder return

22.70%

42.35%

Shareholder Return

14

Sep 30,

2012

Dec 31,

2011

Sep 30,

2012

Sep 30,

2011

Shareholder

Return

Shareholder

Return

Nine Months

Trailing

Twelve Months

Appendix

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Appendix Non-GAAP Reconciliation –

Revenues Before Reimbursable Items

(in thousands)

16

9/30/12

9/30/11

9/30/12

9/30/11

Three Months Ended

Twelve Months Ended

Total Revenues

$  468,059 

$  459,747 

$  1,391,872 

$  1,336,732 

Reimbursable Items

62,007

69,585

191,950

203,717

Revenues

Before Reimbursable Items

$   406,052

$   390,162

$   1,199,922

$   1,133,015

Three Months Ended

9/30/12        9/30/11

Three Months Ended

9/30/12        9/30/11

Three Months Ended

9/30/12       9/30/11

Operating Income (a)

$  69,561      $  68,016     

$  7,725     

$  8,279     

$  34,508      $  27,398     

Total Revenues (b)

237,625

243,899

102,691

99,891

132,746

122,933

Reimbursable Items

34,128

37,812

4,507

3,752

24,960

29,713

Revenues Before

Reimbursable Items(c)

203,497

206,087

98,184

96,139

107,786

93,220

Operating Margin (a)/(b)

29.27%

27.89%

7.52%

8.29%

26.00%

22.29%

Operating Margin Excluding Reimbursables (a)/(c)

34.18%

33.00%

7.87%

8.61%

32.02%

29.39%

Appendix Non-GAAP Reconciliation –

Segment

Operating Margin Excluding Reimbursable Items

North America

International

Merchant

(in thousands)

17

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Nine

Months Ended

9/30/12        9/30/11

Percentage

Change

Three

Months Ended

9/30/12        9/30/11

Percentage

Change

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)

$ 470,470

$ 459,747

2.3%

$1,397,952

$ 1,336,732

4.6%

Foreign Currency (2)

(2,411)

---

(6,080)

---

Total Revenues

$468,059

$459,747

1.8%

$1,391,872

$1,336,732

4.1%

International Services:

Constant Currency (1)

$ 105,290

$ 99,891

5.4%

$ 313,007

$ 288,271

8.6%

Foreign Currency (2)

(2,599)

---

(6,541)

---

Total Revenues

$102,691

$99,891

2.8%

$306,466

$288,271

6.3%

18

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Appendix Non-GAAP Reconciliation –

EBITDA

Trailing Twelve

Months Ended

9/30/2012

(in thousands)

19

Net Income

$     248,580

Adjusted for:

Deduct: Equity in Income of Equity Investments

(8,216)

Add: Income Taxes

113,831

Add: Nonoperating expense

3,344

Add: Depreciation and Amortization

171,091

EBITDA

$    528,630

Appendix Non-GAAP Reconciliation –

Free Cash

Flow

Trailing Twelve

Months Ended

9/30/2012

Cash Flows from Operating Activities

$     472,641 

Less:

Purchase of Property and Equipment

(33,113)

Additions to Licensed Computer Software from Vendors

(28,854)

Additions to Internally Developed Computer Software

(19,753)

Additions to Contract Acquisition Costs

(34,817)

Free Cash Flow

$     356,104

(in thousands)

20

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