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

April 23, 2013

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 April 23, 2013, Total System Services, Inc. (“Registrant”) issued a press release announcing financial results for the first quarter ended March 31, 2013. 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 April 23, 2013, Registrant will hold an investor conference call and webcast to discuss its financial results for the first quarter ended March 31, 2013. 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 April 23, 2013
99.2	Registrant’s presentation dated April 23, 2013

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: April 23, 2013	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 First Quarter 2013 Basic Earnings per Share of $0.31;

Excluding Merger and Acquisition Costs,

Basic EPS was $0.33 up 11.5%

COLUMBUS, Ga., April 23, 2013 — TSYS (NYSE: TSS) today reported results for the first quarter with basic earnings per share (EPS), excluding expenses in connection with the pending acquisition of NetSpend Holdings, Inc. (NetSpend), of $0.33, an increase of 11.5% over 2012. Basic EPS on a GAAP basis was $0.31, an increase of 2.2% over 2012. Diluted EPS was $0.30, an increase of 1.7% over 2012. Revenues before reimbursable items for the quarter were $404.2 million, an increase of 2.3% over 2012. Total revenues were $465.0 million, an increase of 0.8% as compared to 2012. Total revenues were impacted by a decrease of $5.2 million in reimbursable items for the quarter.

“Our issuer processing business had strong same client transaction growth of 8.7% in the quarter. Excluding deconverted clients in the indirect merchant business, point-of-sale transactions increased 6.6% and sales volume in the direct merchant business was up 15.5%, including acquisitions. Also contributing to our strong results was our consolidated internal revenue growth of 3.9%, excluding the Bank of America Merchant Services de-conversion, combined with acquisitions in the acquiring space, which added 4.4% to our growth in revenues before reimbursable items,” said Philip W. Tomlinson, chairman and chief executive officer of TSYS.

“We recognized the financial results associated with our acquisition of ProPay, Inc. during the quarter and we look forward to benefiting from the new sales channels they provide in our merchant segment. Merger and acquisition expenses associated with the pending acquisition of NetSpend were $6.2 million in the quarter,” said Tomlinson.

Conference Call

TSYS will host its quarterly conference call at 5:00 p.m. ET on Tuesday, April 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.

Page 1 of 12

Non-GAAP Measures

The financial highlights section of this release and this release contain the non-GAAP financial measures of revenues and operating results on a constant currency basis, basic EPS excluding merger and acquisition costs and revenues excluding reimbursable items, respectively, 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^SM.” 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. TSYS routinely posts all important information on its website, for more 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 the pending NetSpend acquisition and anticipated benefits from the ProPay acquisition. 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 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 risks described in TSYS’ filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Current Reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

— more —

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TSYS Announces First Quarter 2013 Earnings

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TSYS

Financial Highlights

(unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,
	2013			2012			Percent Change
Total revenues	$	464,996			461,162			0.8	%
Cost of services		320,558			318,258			0.7
Selling, general and administrative expenses		66,054			58,073			13.7
Merger and acquisition expenses		3,481			—			na
Operating income		74,903			84,831			(11.7	)
Nonoperating income (expenses)		1,018			(405	)		nm
Merger and acquisition expenses - bridge loan facility		(2,743	)		—			na
Income before income taxes, noncontrolling interests and equity in income of equity investments		73,178			84,426			(13.3	)
Income taxes		17,846			29,556			(39.6	)
Income before noncontrolling interests and equity in income of equity investments		55,332			54,870			0.8
Equity in income of equity investments		3,817			2,774			37.6
Net income		59,149			57,644			2.6
Net income attributable to noncontrolling interests		(2,121	)		(1,249	)		(69.8	)
Net income attributable to TSYS common shareholders	$	57,028			56,395			1.1	%
Basic earnings per share	$	0.31			0.30			2.2	%
Diluted earnings per share	$	0.30			0.30			1.7	%
Dividends declared per share	$	0.10			0.10
nm = not meaningful

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TSYS Announces First Quarter 2013 Earnings

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TSYS

Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2013			2012
Net income	$	59,149			57,644
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(12,646	)		2,963
Postretirement healthcare plan adjustments		155			263
Other comprehensive income (loss)		(12,491	)		3,226
Comprehensive income		46,658			60,870
Comprehensive income (loss) attributable to noncontrolling interests		467			541
Comprehensive income attributable to TSYS common shareholders	$	46,191			60,329

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TSYS Announces First Quarter 2013 Earnings

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TSYS

Earnings Per Share

(unaudited)

(in thousands, except per share data)

	Three Months Ended March 31, 2013					Three Months Ended March 31, 2012
	Common Stock			Participating Securities		Common Stock			Participating Securities
Basic Earnings per share:
Net income	$	57,028					56,395
Less income allocated to nonvested awards		(209	)		209		(196	)		196
Net income allocated to common stock for EPS calculation ( a )	$	56,819			209		56,199			196
Average common shares outstanding ( b )		186,108			699		188,052			667
Average common shares and participating securities		186,807					188,719
Basic Earnings per share ( a )/( b )	$	0.31			0.30		0.30			0.29
Diluted Earnings per share:
Net income	$	57,028					56,395
Less income allocated to nonvested awards		(208	)		208		(196	)		196
Net income allocated to common stock for EPS calculation ( c )	$	56,820			208		56,199			196
Average common shares outstanding		186,108			699		188,052			667
Increase due to assumed issuance of shares related to common equivalent shares outstanding		1,274					1,010
Average common and common equivalent shares outstanding ( d )		187,382			699		189,062			667
Average common and common equivalent shares and participating securities		188,095					189,729
Diluted Earnings per share ( c )/( d )	$	0.30			0.30		0.30			0.29

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TSYS Announces First Quarter 2013 Earnings

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TSYS

Segment Breakdown

(unaudited)

(in thousands)

	Three Months Ended March 31,
							Change
	2013			2012			$			%
Revenues before reimbursable items
North America Services	$	205,596			204,050			1,546			0.8	%
International Services		92,593			96,491			(3,898	)		(4.0	)
Merchant Services		109,301			98,356			10,945			11.1
Intersegment revenues		(3,253	)		(3,717	)		464			12.5
Revenues before reimbursable items from external customers	$	404,237			395,180			9,057			2.3	%
Total revenues
North America Services	$	239,789			240,599			(810	)		(0.3	)%
International Services		97,096			100,360			(3,264	)		(3.3	)
Merchant Services		132,901			125,518			7,383			5.9
Intersegment revenues		(4,790	)		(5,315	)		525			9.9
Revenues from external customers	$	464,996			461,162			3,834			0.8	%
Depreciation and amortization
North America Services	$	18,083			18,453			(370	)		(2.0	)%
International Services		12,852			12,911			(59	)		(0.5	)
Merchant Services		11,153			8,786			2,367			26.9
Corporate Admin and Other		410			723			(313	)		(43.3	)
Total depreciation and amortization	$	42,498			40,873			1,625			4.0	%
Segment operating income
North America Services	$	67,202			68,347			(1,145	)		(1.7	)%
International Services		6,626			4,113			2,513			61.1
Merchant Services		29,327			34,219			(4,892	)		(14.3	)
Corporate Admin and Other		(28,252	)		(21,848	)		(6,404	)		(29.3	)
Operating income	$	74,903			84,831			(9,928	)		(11.7	)%
Other:
Reimbursable items:
North America Services	$	34,193			36,549			(2,356	)		(6.4	)%
International Services		4,503			3,869			634			16.4
Merchant Services		23,600			27,162			(3,562	)		(13.1	)
Intersegment revenues		(1,537	)		(1,598	)		61			3.8
Reimbursable items	$	60,759			65,982			(5,223	)		(7.9	)%
Volumes:
FTEs (full-time equivalents)
North America Services		4,214			3,886			328			8.4	%
International Services		2,322			2,697			(375	)		(13.9	)
Merchant Services		1,581			1,213			368			30.3
Corporate Admin and Other		435			407			28			6.9
FTEs		8,552			8,203			349			4.3	%
	At						Change
Total assets (in thousands)	3/31/2013			12/31/2012			$			%
North America Services	$	1,769,195			1,744,877			24,318			1.4	%
International Services		396,529			445,642			(49,113	)		(11.0	)
Merchant Services		710,928			703,725			7,203			1.0
Intersegment assets		(837,458	)		(870,406	)		32,948			3.8
Total assets	$	2,039,194			2,023,838			15,356			0.8	%
	Three Months Ended March 31,
							Change
	2013			2012			Inc(Dec)			%
North America Segment:
Accounts on File (AOF) (in millions)		422.8			361.8			61.0			16.9	%
Transactions (in millions)		2,013.4			1,867.2			146.2			7.8	%
International Segment:
AOF (in millions)		55.8			54.1			1.7			3.2	%
Transactions (in millions)		434.2			383.0			51.2			13.4	%
Merchant Segment:
Point-of-sale Transactions (in millions)		1,099.1			1,219.7			(120.6	)		(9.9	)%
Dollar sales volume (in millions)	$	10,132.3		$	8,775.1			1,357.2			15.5	%

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TSYS Announces First Quarter 2013 Earnings

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TSYS

Reclassification of Operating Segment Breakdown Due to Two Corporate Initiatives

(unaudited)

(in thousands)

	Three Months Ended
	Mar 31, 2012			Jun 30, 2012			Sep 30, 2012			Dec 31, 2012			Total 2012			Three Months Ended Mar 31, 2013
Depreciation and amortization
North America Services	$	18,453			18,821			18,582			18,816			74,672			18,083
International Services		12,911			15,006			14,701			14,510			57,128			12,852
Merchant Services		8,786			8,667			9,290			9,509			36,252			11,153
Corporate Admin		723			719			669			446			2,557			410
Total depreciation and amortization	$	40,873			43,213			43,242			43,281			170,609			42,498
Segment operating income
North America Services	$	68,347			72,231			70,080			78,835			289,493			67,202
International Services		4,113			9,438			7,725			6,058			27,334			6,626
Merchant Services		34,219			32,950			34,508			30,438			132,115			29,327
Corporate Admin		(21,848	)		(22,523	)		(21,420	)		(25,500	)		(91,291	)		(28,252	)
Operating income	$	84,831			92,096			90,893			89,831			357,651			74,903
Volumes:
FTEs (full-time equivalents)
North America Services		3,886			3,964			4,014			4,096						4,214
International Services		2,697			2,624			2,517			2,404						2,322
Merchant Services		1,213			1,242			1,427			1,481						1,581
Corporate Admin		407			415			425			425						435
FTEs		8,203			8,245			8,383			8,406						8,552

TSYS Announces First Quarter 2013 Earnings

Page 8 of 12

TSYS

Balance Sheet

(unaudited)

(in thousands)

	Mar 31, 2013			Dec 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	223,097			247,612
Restricted cash		9,046			282
Accounts receivable, net		237,257			247,083
Deferred income tax assets		8,232			9,825
Prepaid expenses and other current assets		89,070			69,924
Total current assets		566,702			574,726
Goodwill		517,147			518,344
Property and equipment, net		252,797			260,389
Computer software, net		254,785			226,917
Contract acquisition costs, net		162,094			161,267
Other intangible assets, net		124,325			130,054
Equity investments, net		91,751			87,764
Deferred income tax assets, net		5,125			5,334
Other assets		64,468			59,043
Total assets	$	2,039,194			2,023,838
Liabilities
Current liabilities:
Accounts payable	$	33,143			63,370
Current portion of notes payable		24,363			27,361
Current portion of obligations under capital leases		23,007			13,263
Accrued salaries and employee benefits		16,539			26,243
Other current liabilities		123,145			100,282
Total current liabilities		220,197			230,519
Long-term debt, excluding current portion		169,229			174,859
Deferred income tax liabilities		54,103			48,074
Obligations under capital leases, excluding current portion		16,517			17,155
Other long-term liabilities		65,602			68,791
Total liabilities		525,648			539,398
Redeemable noncontrolling interest		40,589			39,505
Equity
Shareholders’ equity:
Common stock		20,280			20,247
Additional paid-in capital		139,815			141,793
Accumulated other comprehensive income (loss), net		(9,431	)		1,408
Treasury stock		(283,403	)		(287,301	)
Retained earnings		1,587,540			1,549,063
Total shareholders’ equity		1,454,801			1,425,210
Noncontrolling interests in consolidated subsidiaries		18,156			19,725
Total equity		1,472,957			1,444,935
Total liabilities and equity	$	2,039,194			2,023,838

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TSYS

Cash Flow

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	59,149			57,644
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of equity investments		(3,817	)		(2,774	)
Net loss on foreign currency translation		(45	)		504
Depreciation and amortization		42,498			40,873
Amortization of debt issuance costs		2,860			47
Changes in fair value of private equity investments		(1,227	)		—
Share-based compensation		4,593			3,598
Excess tax benefit from share-based payment arrangements		(536	)		(510	)
Provisions for bad debt expense and billing adjustments		376			(144	)
Charges for transaction processing provisions		4,160			1,063
Deferred income tax expense (benefit)		9,442			6,425
(Gain) loss on disposal of equipment, net		55			(2	)
Changes in operating assets and liabilities:
Restricted cash		(8,624	)		—
Accounts receivable		5,745			(5,424	)
Prepaid expenses, other current assets and other long-term assets		(23,623	)		(7,044	)
Accounts payable		(30,182	)		9,825
Accrued salaries and employee benefits		(9,266	)		(19,111	)
Other current liabilities and other long-term liabilities		879			12,943
Net cash provided by operating activities		52,437			97,913
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net		(6,481	)		(4,984	)
Additions to licensed computer software from vendors		(29,904	)		(2,593	)
Additions to internally developed computer software		(5,297	)		(4,435	)
Cash used in acquisitions, net of cash acquired		—			(1,750	)
Purchase of private equity investments		(411	)		(499	)
Additions to contract acquisition costs		(13,666	)		(5,099	)
Net cash used in investing activities		(55,759	)		(19,360	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt borrowings and capital lease obligations		(9,784	)		(6,505	)
Proceeds from exercise of stock options		2,551			2,701
Excess tax benefit from share-based payment arrangements		536			510
Repurchase of common stock under plans and tax withholding		(5,501	)		—
Debt issuance costs		(3,534	)		—
Subsidiary dividends paid to noncontrolling shareholders		(953	)		(1,087	)
Dividends paid on common stock		—			(18,913	)
Net cash used in financing activities		(16,685	)		(23,294	)
CASH AND CASH EQUIVALENTS:
Effect of exchange rate changes on cash and cash equivalents		(4,508	)		(641	)
Net increase (decrease) in cash and cash equivalents		(24,515	)		54,618
Cash and cash equivalents at beginning of period		247,612			316,337
Cash and cash equivalents at end of period	$	223,097			370,955

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Supplemental Information:

	Accounts on File
	Total
(in millions)	March 2013		March 2012		% Change
Consumer Credit		203.8		197.2		3.3
Retail		25.2		25.3		(0.3	)
Total Consumer		229.0		222.5		2.9
Commercial		37.9		35.5		6.6
Other		13.4		9.4		42.9
Subtotal		280.3		267.4		4.8
Prepaid/Stored Value		107.3		88.5		21.3
Government Services		59.4		30.5		94.4
Commercial Card Single Use		31.6		29.5		7.3
Total AOF		478.6		415.9		15.1

Growth in Accounts on File (in millions):
	March 2012 to March 2013			March 2011 to March 2012
Beginning balance		415.9			356.7
Change in accounts on file due to:
Internal growth of existing clients		32.2			36.7
New clients		77.1			41.8
Purges/Sales		(44.9	)		(18.5	)
Deconversions		(1.7	)		(0.8	)
Ending balance		478.6			415.9

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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 2013 financial results using the previous year’s foreign currency exchange rates. On a year-to-date constant currency basis, TSYS’ total revenues grew 1.7% as compared to a reported GAAP increase of 0.8%.

The schedule below also provides a reconciliation of basic EPS excluding merger and acquisition costs to basic EPS. On a year-to-date basis, TSYS’ basic EPS excluding merger and acqusiition costs grew 11.5% as compared to a reported GAAP increase of 2.2%.

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.

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TSYS Announces First Quarter 2013 Earnings

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Reconciliation of GAAP to Non-GAAP

Constant Currency Comparison

(unaudited)

(in thousands)

	Three Months Ended March 31,
						Percent
	2013			2012		Change
Consolidated
Constant currency (1)	$	469,016			461,162		1.7	%
Foreign currency (2)		(4,020	)		—
Total revenues	$	464,996			461,162		0.8	%
Constant currency (1)	$	74,961			84,831		(11.6	)%
Foreign currency (2)		(58	)		—
Operating income	$	74,903			84,831		(11.7	)%
International Services
Constant currency (1)	$	101,185			100,360		0.8	%
Foreign currency (2)		(4,089	)		—
Total revenues	$	97,096			100,360		(3.3	)%

(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.

Basic EPS Excluding Merger and Acquisition Costs

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2013		2012		Percent Change
Net income attributable to TSYS common shareholders (a)	$	57,028		56,395		1.1
Add: Merger and acquisition expenses, net of taxes*		5,222		—
Net income before merger and acquisition expense (c)	$	62,250		56,395		10.4
Average common shares outstanding (b)		186,807		188,719
Basic Earnings per share ( a )/( b )	$	0.31		0.30		2.2
Basic Earnings per share excluding merger and acquisition expenses ( c )/( b )	$	0.33		0.30		11.5

* - Certain merger and acquisition costs are nondeductible for income tax purposes

- ### -

EX-99.2

2013 First Quarter Results

April 23, 2013

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Exhibit 99.2

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’

2012

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.

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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.

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Phil Tomlinson

Chairman and Chief Executive Officer

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Jim Lipham

Chief Financial Officer

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Consolidated Selected Financial Highlights

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Total Revenues

$ 464,996

$ 461,162

0.8%

Revenues Before Reimbursable Items

404,237

395,180

2.3

Operating Income

74,903

84,831

(11.7)

Net Income Attributable to TSYS Common Shareholders

57,028

56,395

1.1

Total Cardholder Transactions (in millions)

2,447.6

2,250.2

8.8

Basic Earnings Per Share

Attributable to TSYS Common Shareholders

$0.31

$0.30

2.2

1st

Qtr

2013

1st

Qtr

2012

Percent

Change

(in thousands, except per share data)

2013 YTD Revenue Change

Revenues Before Reimbursable Items

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Consumer Credit

203.8

197.2

3.3

203.8

200.5

1.6

Retail

25.2

25.3

(0.3

)

25.2

25.0

0.7

Total Consumer

229.0

222.5

2.9

229.0

225.5

1.5

Commercial

37.9

35.5

6.6

37.9

37.1

2.1

Other

13.4

9.4

42.9

13.4

12.8

5.1

Subtotal

280.3

267.4

4.8

280.3

275.4

1.8

Prepaid /

Stored Value

107.3

88.5

21.3

107.3

115.9

(7.4

)

Government

Services

59.4

30.5

94.4

59.4

57.0

4.1

Commercial Card

Single Use

31.6

29.5

7.3

31.6

31.1

1.5

Total AOF

478.6

415.9

15.1

478.6

479.4

(0.2

)

Consolidated Accounts on File Portfolio Summary

(in millions)

Mar

2013

Mar

2012

%

Change

Mar

2013

Dec

2012

%

Change

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Key Drivers

1Q 2013 Year Over Year Segment Financial Highlights

•

Strong internal growth

•

Increased volumes

•

Pricing concessions

•

Lost business

North America

Services

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•

Total accounts on file were 422.8 million, an

increase of 16.9%

•

Excluding prepaid, govt. services and single use,

accounts on file were 226.5 million, an increase

of 5.2%

•

Total cardholder transactions were 2,013.4

million, an increase of 7.8%

Volumes

1Q 2013 Year Over Year Segment Financial Highlights

•

Strong internal growth

•

Deconversion fee

•

Lost business

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Key Drivers

Volumes

•

Accounts on file were 55.8 million, an increase

of 3.2%

•

Total cardholder transactions were 434.2

million, an increase of 13.3%

International

Services

Merchant

Services

•

Upward trends in transaction volumes

excluding deconversions

•

Strong dollar volume growth in direct acquiring

•

Acquisitions of Central Payment & ProPay

•

Lost business

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Key Drivers

Volumes

•

Point-of-Sale transactions were 1,099.1 million,

a decrease of 9.9%

•

Excluding deconverted clients, Point-of-Sale

transactions increased 6.6%

•

Dollar sales volume was $10.1 billion, an

increase of 15.5%

1Q 2013 Year Over Year Segment Financial Highlights

Cash Flow Strength:

2013 TTM Consolidated Financial Highlights

$520

$410

$254

$251

$223

$0

$75

$150

$225

$300

$375

$450

$525

$600

EBITDA

Cash flow from operations

Free cash flow

Net income

Ending cash

(in millions)

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TTM = Trailing Twelve Months

Appendix

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Appendix Non-GAAP Reconciliation –

Revenues Before Reimbursable Items

Three Months Ended

3/31/13              3/31/12

Total Revenues

$  464,996      $  461,162     

Reimbursable Items

60,759

65,982

Revenues Before Reimbursable Items

$   404,237

$   395,180

(in thousands)

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Three Months Ended

3/31/13        3/31/12

Three Months Ended

3/31/13     3/31/12

Three Months Ended

3/31/13      3/31/12

Operating Income (a)

$  67,202      $  68,347     

$  6,626     

$  4,113     

$  29,327      $  34,219     

Total Revenues (b)

239,789

240,599

97,096

100,360

132,901

125,518

Reimbursable Items

34,193

36,549

4,503

3,869

23,600

27,162

Revenues Before

Reimbursable Items(c)

205,596

204,050

92,593

96,491

109,301

98,356

Operating Margin (a)/(b)

28.03%

28.41%

6.82%

4.10%

22.07%

27.26%

Operating Margin Excluding Reimbursables (a)/(c)

32.69%

33.50%

7.16%

4.26%

26.83%

34.79%

Appendix Non-GAAP Reconciliation –

Segment

Operating Margin Excluding Reimbursable Items

North America

International

Merchant

(in thousands)

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Three

Months Ended

3/31/13       3/31/12

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)

$ 469,016

$ 461,162

1.7%

Foreign Currency (2)

(4,020)

---

Total Revenues

$464,996

$461,162

0.8%

International Services:

Constant Currency (1)

$ 101,185

$100,360

0.8%

Foreign Currency (2)

(4,089)

---

Total Revenues

$97,096

$100,360

(3.3%)

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Appendix Non-GAAP Reconciliation –

EBITDA

Trailing Twelve

Months Ended

3/31/2013

Net Income

$     251,428

Adjusted for:

Deduct: Equity in Income of Equity Investments

(11,214)

Add: Income Taxes

103,392

Add: Nonoperating expense

4,118

Add: Depreciation and Amortization

172,235

EBITDA

$    519,959

(in thousands)

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Appendix Non-GAAP Reconciliation –

Free Cash Flow

Trailing Twelve

Months Ended

3/31/2013

Cash Flows from Operating Activities

$     410,277 

Less:

Purchase of Property and Equipment

(32,893)

Additions to Licensed Computer Software from Vendors

(60,312)

Additions to Internally Developed Computer Software

(20,146)

Additions to Contract Acquisition Costs

(42,951)

Free Cash Flow

$     253,975

(in thousands)

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