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 28, 2015

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 28, 2015, Total System Services, Inc. (“Registrant”) issued a press release announcing financial results for the first quarter ended March 31, 2015. 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	As previously reported by Registrant in its Form 8-K dated June 23, 2014, Philip W. Tomlinson retired as an executive officer of Registrant and Chairman of its Board of Directors effective April 28, 2015. Mr. Tomlinson will continue to serve as a non-employee director. Also effective April 28, 2015, M. Troy Woods, Registrant’s President and Chief Executive Officer, succeeded Mr. Tomlinson as Chairman and will serve as Registrant’s Chairman, President and Chief Executive Officer.
Item 7.01	Regulation FD Disclosure. On April 28, 2015, Registrant will hold an investor conference call and webcast to discuss its financial results for the first quarter ended March 31, 2015. 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 28, 2015
99.2	Registrant’s presentation dated April 28, 2015

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 28, 2015	By:	/s/ Kathleen Moates
		Kathleen Moates
		Senior Deputy General Counsel

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EX-99.1

Exhibit 99.1

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

For immediate release:

Contacts:

Shawn Roberts

TSYS Investor Relations

+1.706.644.6081

shawnroberts@tsys.com

TSYS Reports First Quarter Adjusted EPS Grew 41.2%

Revises 2015 Adjusted EPS Guidance Growth to 12-14%

COLUMBUS, Ga., Apr. 28, 2015 — TSYS (NYSE: TSS) today reported results for the first quarter.

“Through diligent planning and execution, along with the extraordinary efforts of many to complete the largest credit card portfolio conversion in the history of payments, we delivered exceptional results for the first quarter,” said M. Troy Woods, chairman, president and chief executive officer of TSYS.

Highlights for the first quarter of 2015 include:

• Adjusted earnings per share (EPS) from continuing operations were $0.54, an increase of 41.2%. On a GAAP basis, basic EPS from continuing operations were $0.42, an increase of 60.4%.

• Income from continuing operations attributable to TSYS’ shareholders was $77.8 million, an increase of 57.7%.

• Adjusted EBITDA was $193.5 million, an increase of 29.3%.

• Total revenues for the quarter were $662.2 million, an increase of 11.7%. Revenues before reimbursable items were $595.8 million, an increase of 11.8%.

• Adjusted operating margin was 25.9%. GAAP operating margin was 18.5%.

“During the quarter, we repurchased 1.45 million shares of our stock, and including dividends, we returned 73% of available free cash flow to our shareholders. As a result of the great start to the year, we are revising our adjusted EPS guidance to grow between 12-14% from the previous range of 11-13%,” said Woods.

	2015 Revised Financial Outlook
	Range
	(in millions, except per share amounts)					Percent Change
Total revenues	$	2,620	to	$	2,660		7	%	to	9	%
Revenues before reimbursable items	$	2,370	to	$	2,410		8	%	to	10	%
Adjusted EPS attributable to TSYS common shareholders from continuing operations*	$	2.19	to	$	2.23		12	%	to	14	%
* Average Basic Weighted Shares		185

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TSYS Reports First Quarter Adjusted EPS Grew 41.2%

In other business, M. Troy Woods has assumed the position of chairman, to succeed Philip W. Tomlinson, who will continue to serve as a director.

Conference Call

TSYS will host its quarterly conference call at 5:00 p.m. ET on Tuesday, April 28. 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

This press release contains information prepared in conformity with GAAP as well as non-GAAP information. It is management’s intent to provide non-GAAP financial information to enhance understanding of its consolidated financial information as prepared in accordance with GAAP. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure and the most directly comparable GAAP financial measure are presented so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies.

Additional information about non-GAAP financial measures, including, but not limited to, adjusted EBITDA and adjusted EPS, and a reconciliation of those measures to the most directly comparable GAAP measures are included on pages 8 to 11 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, TSYS supports financial institutions, businesses and governments in more than 80 countries. Through NetSpend^®, A TSYS Company, we empower consumers with the convenience, security, and freedom to be self-banked. TSYS offers issuer services and merchant payment acceptance for credit, debit, prepaid, healthcare and business solutions.

TSYS’ headquarters are located in Columbus, Ga., U.S.A., with local offices spread across the Americas, EMEA and Asia-Pacific. TSYS is a member of The Civic 50 and has been named one of the 2015 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.

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TSYS Reports First Quarter Adjusted EPS Grew 41.2%

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,” “potential,” “will,” “could,” and similar expressions. These forward-looking statements include, among others, statements regarding TSYS’ revised earnings guidance for 2015 total revenues, revenues before reimbursable items and adjusted EPS, 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 statements. A number of important factors could cause actual results or events 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 material breach of security of any of TSYS’ systems; TSYS’ ability to integrate acquisitions and achieve the anticipated growth opportunities and other benefits of the acquisitions; the effect of current domestic and worldwide economic conditions; risks associated with foreign operations, including adverse developments with respect to foreign currency exchange rates; expenses are incurred associated with the signing of a significant client; TSYS does not convert clients’ portfolios as scheduled; the deconversion of a significant client; changes occur in laws, rules, regulations, credit card association rules, prepaid industry 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 or limit the types and amounts of fees that can be charged to customers; the costs and effects of litigation, investigations or similar matters or adverse facts and developments relating thereto; adverse developments with respect to the payment card industry in general, including a decline in the use of cards as a payment mechanism; and growth rates of TSYS’ existing clients are lower than anticipated or attrition rates of existing clients are higher than anticipated. Additional risks and other factors that could cause actual results or events 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 First Quarter 2015 Earnings

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TSYS

Financial Highlights

(unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,
	2015			2014			Percent Change
Total revenues	$	662,156			592,848			11.7	%
Cost of services		449,705			422,883			6.3
Selling, general and administrative expenses		89,955			89,268			0.8
Total expenses		539,660			512,151			5.4
Operating income		122,496			80,697			51.8
Nonoperating expenses		(9,209	)		(9,813	)		6.2
Income before income taxes, noncontrolling interests and equity in income of equity investments		113,287			70,884			59.8
Income taxes		39,782			24,335			63.5
Income before noncontrolling interests and equity in income of equity investments		73,505			46,549			57.9
Equity in income of equity investments, net of tax		5,394			4,096			31.7
Income from continuing operations, net of tax		78,899			50,645			55.8
Gain (Loss) from discontinued operations, net of tax		—			980			nm
Net income		78,899			51,625			52.8
Net income attributable to noncontrolling interests		(1,144	)		(2,322	)		50.7
Net income attributable to TSYS common shareholders	$	77,755			49,303			57.7	%
Basic earnings per share(EPS):
Income from continuing operations to TSYS common shareholders*	$	0.42			0.26			60.4	%
Gain (Loss) from discontinued operations to TSYS common shareholders*		—			(0.00	)		nm
Basic EPS	$	0.42			0.26			60.5	%
Diluted EPS:
Income from continuing operations to TSYS common shareholders*	$	0.42			0.26			61.8	%
Gain (Loss) from discontinued operations to TSYS common shareholders*		—			(0.00	)		nm
Diluted EPS	$	0.42			0.26			61.8	%
Weighted average shares outstanding:
Basic		184,481			187,752
Diluted		185,563			190,384
Dividends declared per share	$	0.10			0.10
Amounts attributable to TSYS common shareholders:
Income from continuing operations, net of tax	$	77,755			49,321			57.7	%
Gain (Loss) from discontinued operations, net of tax		—			(18	)		nm
Net income	$	77,755			49,303			57.7	%
Non-GAAP measures:
Adjusted EPS from continuing operations	$	0.54			0.38			41.2	%
Adjusted EBITDA	$	193,454			149,596			29.3	%

nm = not meaningful

* EPS amounts may not total due to rounding.

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TSYS

Segment Breakdown

(unaudited)

(in thousands)

	Three Months Ended March 31,
							Change
	2015			2014			$			%
Revenues before reimbursable items:
North America Services	$	266,219			224,368			41,851			18.7	%
International Services		73,730			76,773			(3,043	)		(4.0	)
Merchant Services		110,398			104,625			5,773			5.5
NetSpend		155,074			132,640			22,434			16.9
Intersegment revenues		(9,637	)		(5,656	)		(3,981	)		(70.4	)
Revenues before reimbursable items from external customers	$	595,784			532,750			63,034			11.8	%
Total revenues:
North America Services	$	309,233			262,178			47,055			17.9	%
International Services		79,802			82,378			(2,576	)		(3.1	)
Merchant Services		129,104			122,690			6,414			5.2
NetSpend		155,074			132,640			22,434			16.9
Intersegment revenues		(11,057	)		(7,038	)		(4,019	)		(57.1	)
Revenues from external customers	$	662,156			592,848			69,308			11.7	%
Depreciation and amortization:
North America Services	$	23,064			20,276			2,788			13.8	%
International Services		8,778			9,805			(1,027	)		(10.5	)
Merchant Services		4,277			3,400			877			25.8
NetSpend		2,293			1,735			558			32.2
Segment depreciation and amortization		38,412			35,216			3,196			9.1
Acquisition intangible amortization		23,867			24,313			(446	)		(1.8	)
Corporate admin and other		536			506			30			5.9
Total depreciation and amortization	$	62,815			60,035			2,780			4.6	%
Adjusted segment operating income:
North America Services	$	102,570			74,578			27,992			37.5	%
International Services		6,983			4,555			2,428			53.3
Merchant Services		34,115			30,168			3,947			13.1
NetSpend		35,467			28,717			6,750			23.5
Total adjusted segment operating income		179,135			138,018			41,117			29.8
Acquisition intangible amortization		(23,867	)		(24,313	)		446			1.8
NetSpend M&A operating expenses		—			(1,253	)		1,253			nm
Share-based compensation		(8,143	)		(7,611	)		(532	)		(7.0	)
Corporate admin and other		(24,629	)		(24,144	)		(485	)		(2.0	)
Operating income	$	122,496			80,697			41,799			51.8	%
Other:
Reimbursable items:
North America Services	$	43,014			37,810			5,204			13.8	%
International Services		6,072			5,605			467			8.3
Merchant Services		18,706			18,065			641			3.5
NetSpend		—			—			—			na
Intersegment revenues		(1,420	)		(1,382	)		(38	)		(2.7	)
Reimbursable items	$	66,372			60,098			6,274			10.4	%

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TSYS

Condensed Balance Sheet

(unaudited)

(in thousands)

	Mar 31, 2015			Dec 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	328,112			289,183
Accounts receivable, net		315,524			283,203
Other current assets		117,004			118,167
Total current assets		760,640			690,553
Goodwill		1,546,185			1,547,397
Other intangible assets, net		385,161			404,107
Property, equipment and software, net		650,795			656,733
Other long term assets		434,657			434,791
Total assets	$	3,777,438			3,733,581
Liabilities
Current liabilities:
Accounts payable	$	58,473			48,793
Bonds, notes and capital leases		45,526			50,911
Other current liabilities		240,494			196,809
Total current liabilities		344,493			296,513
Bonds, notes and capital leases, excluding current portion		1,396,044			1,405,106
Other long-term liabilities		299,480			309,826
Total liabilities		2,040,017			2,011,445
Redeemable noncontrolling interest		23,397			22,492
Equity
Shareholders’ equity		1,707,677			1,692,762
Noncontrolling interests in consolidated subsidiaries		6,347			6,882
Total equity		1,714,024			1,699,644
Total liabilities and equity	$	3,777,438			3,733,581
TSYS Selected Cash Flow Highlights (unaudited) (in thousands)
	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	78,899			51,625
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of equity investments		(5,394	)		(4,096	)
Depreciation and amortization		62,815			61,432
Other non cash adjustments		16,836			20,350
Changes in operating assets and liabilities:		5,336			19,395
Net cash provided by operating activities		158,492			148,706
Net cash used in investing activities		(41,714	)		(48,064	)
Net cash used in financing activities		(73,756	)		(72,474	)
Cash and cash equivalents:
Effect of exchange rate changes on cash and cash equivalents		(4,093	)		1,015
Net increase in cash and cash equivalents		38,929			29,183
Cash and cash equivalents at beginning of period		289,183			278,230
Cash and cash equivalents at end of period		328,112			307,413
Less cash and cash equivalents of discontinued operations at end of period		—			33,252
Cash and cash equivalents of continuing operations at end of period	$	328,112			274,161
Free cash flow	$	114,938			101,464

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TSYS

Supplemental Information

(unaudited)

Other:

Supplemental Information:

	Total Accounts on File
(in millions)	March 2015		March 2014		% Change
Consumer Credit		364.5		234.8		55.3
Retail		28.3		27.5		2.6
Total Consumer		392.8		262.3		49.8
Commercial		42.3		40.4		4.8
Other		22.7		19.7		15.2
Subtotal		457.8		322.4		42.0
Prepaid/Stored Value		126.6		120.0		5.5
Government Services		74.5		63.0		18.3
Commercial Card Single Use		64.8		50.8		27.5
Total AOF		723.7		556.2		30.1

Growth in Accounts on File (in millions):

	March 2014 to March 2015			March 2013 to March 2014
Beginning balance		556.2			478.5
Change in accounts on file due to:
Internal growth of existing clients		39.8			38.6
New clients		172.5			64.6
Purges/Sales		(44.2	)		(24.7	)
Deconversions		(0.6	)		(0.8	)
Ending balance		723.7			556.2

	Three Months Ended March 31,
							Change
	2015			2014			Inc(Dec)		%
North America Segment:
Accounts on file (AOF) (in millions)		653.2			495.5			157.7		31.8	%
Transactions (in millions)		3,310.7			2,327.6			983.1		42.2	%
International Segment:
AOF (in millions)		70.5			60.7			9.8		16.1	%
Transactions (in millions)		572.0			517.9			54.1		10.5	%
Merchant Segment:
Point-of-sale transactions (in millions)		984.6			982.2			2.4		0.2	%
Dollar sales volume (in millions)	$	11,301.6		$	10,779.7		$	521.9		4.8	%
NetSpend Segment:
Gross dollar volume (in millions)	$	7,660.7		$	6,567.2		$	1,093.5		16.7	%
Direct deposit 90-day active cards (in thousands)		2,403.5			2,070.3			333.2		16.1	%
90-day active cards (in thousands)		4,193.0			3,654.9			538.1		14.7	%
% of 90-day active cards with direct deposit		57.3	%		56.6	%

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Reconciliation of GAAP to Non-GAAP Financial Measures

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 first quarter 2015 financial results using the previous year’s foreign currency exchange rates. On a full year constant currency basis, TSYS’ total revenues grew 13.0% as compared to a reported GAAP increase of 11.7%.

The schedule below also provides a reconciliation of basic EPS, adjusted for the after-tax impact of acquisition intangible amortization, share-based compensation and merger and acquisition costs, to adjusted EPS.

The tax rate used in the calculation of adjusted EPS for the quarter and year is equal to an estimate of our annual effective tax rate on GAAP income. This effective rate is estimated annually and may be adjusted during the year to take into account events or trends that materially impact the effective tax rate including, but not limited to, significant changes resulting from tax legislation, material changes in the mix of revenues and expenses by entity and other significant events.

The schedule also provides a reconciliation of net income, adjusted for income from discontinued operations, equity in income of equity investments, income taxes, nonoperating expense, depreciation and amortization, share-based compensation, and merger and acquisition expenses, to adjusted EBITDA.

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 potential 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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Reconciliation of GAAP to Non-GAAP

Constant Currency Comparison

(unaudited)

(in thousands)

	Three Months Ended March 31,
						Percent
	2015			2014		Change
Consolidated
Constant currency (1)	$	669,863			592,848		13.0	%
Foreign currency (2)		(7,707	)		—
Total revenues	$	662,156			592,848		11.7	%
Constant currency (1)	$	602,902			532,750		13.2	%
Foreign currency (2)		(7,118	)		—
Total revenues before reimbursable items	$	595,784			532,750		11.8	%
Constant currency (1)	$	122,337			80,697		51.6	%
Foreign currency (2)		159			—
Operating income	$	122,496			80,697		51.8	%
International Services
Constant currency (1)	$	87,381			82,378		6.1	%
Foreign currency (2)		(7,579	)		—
Total revenues	$	79,802			82,378		(3.1	)%

(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.

Revenues Before Reimbursable Items

(unaudited)

(in thousands)

	Three Months Ended March 31,
					Percent
	2015		2014		Change
Total revenues	$	662,156		592,848		11.7	%
Reimbursable items		66,372		60,098		10.4
Revenues before reimbursable items	$	595,784		532,750		11.8	%

Reconciliation of Cash Provided by Operating Activities to Available Free Cash Flow

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2015			2014
Net cash provided by operating activities	$	158,492			148,706
Capital expenditures		(43,554	)		(47,242	)
Free cash flow		114,938			101,464
Principal payments on debt and capital leases		(15,085	)		(22,277	)
Available free cash flow	$	99,853			79,187

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Reconciliation of GAAP to Non-GAAP

Adjusted Earnings per Share

(unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,
					Percent
	2015		2014		Change
Income from continuing operations attributable to TSYS common shareholders	$	77,755		49,321		57.7	%
Adjust for amounts attributable to TSYS common shareholders:
Add: Acquisition intangible amortization, net of taxes		15,761		15,813		(0.3	)
Add: Share-based compensation, net of taxes		5,441		5,017		8.4
Add: NetSpend M&A expenses, net of taxes*		—		1,204		nm
Adjusted earnings	$	98,957		71,355		38.7	%
Basic EPS - Income from continuing operations attributable to TSYS common shareholders
As reported (GAAP)	$	0.42		0.26		60.4	%
Adjust for amounts attributable to TSYS common shareholders:
Add: Acquisition intangible amortization, net of taxes		0.09		0.08		1.4
Add: Share-based compensation, net of taxes		0.03		0.03		10.5
Add: NetSpend M&A expenses, net of taxes*		—		0.01		nm
Adjusted EPS **	$	0.54		0.38		41.2	%
Average common shares and participating securities		184,481		187,752

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

** Adjusted EPS amounts may not total due to rounding.

Adjusted EBITDA

(unaudited)

(in thousands)

	Three Months Ended March 31,
							Percent
	2015			2014			Change
Net income	$	78,899			51,625			52.8	%
Adjust for:
Deduct: Loss (Income) from discontinued operations		—			(980	)		nm
Deduct: Equity in income of equity investments		(5,394	)		(4,096	)		(31.7	)
Add: Income taxes		39,782			24,335			63.5
Add: Nonoperating expense		9,209			9,813			(6.2	)
Add: Depreciation and amortization		62,815			60,035			4.6
EBITDA	$	185,311			140,732			31.7	%
Adjust for:
Add: Share-based compensation		8,143			7,611			7.0
Add: NetSpend M&A operating expenses		—			1,253			nm
Adjusted EBITDA	$	193,454			149,596			29.3	%

nm = not meaningful

- more -

TSYS Announces First Quarter 2015 Earnings

Page 11 of 11

Reconciliation of GAAP to Non-GAAP

Segment Operating Margin and Consolidated Adjusted Operating Margin

(unaudited)

(in thousands)

	Three Months Ended March 31, 2015									Three Months Ended March 31, 2014
	Adjusted Segment			Revenues before			Adjusted			Adjusted Segment			Revenues before			Adjusted
	Operating Income			Reimbursable Items			Operating Margin			Operating Income			Reimbursable Items			Operating Margin
North America Services	$	102,570			266,219			38.53	%	$	74,578			224,368			33.24	%
International Services		6,983			73,730			9.47			4,555			76,773			5.93
Merchant Services		34,115			110,398			30.90			30,168			104,625			28.83
NetSpend		35,467			155,074			22.87			28,717			132,640			21.65
Intersegment		—			(9,637	)					—			(5,656	)
Corporate admin and other		(24,629	)		—						(24,144	)		—
Adjusted operating margin	$	154,506			595,784			25.93	%	$	113,874			532,750			21.37	%
Acquisition intangible amortization		(23,867	)								(24,313	)
NetSpend M&A operating expenses		—									(1,253	)
Share-based compensation		(8,143	)								(7,611	)
Operating income and margin*	$	122,496			595,784			20.56	%	$	80,697			532,750			15.15	%
Reimbursable items					66,372									60,098
Operating margin (US GAAP)	$	122,496			662,156			18.50	%	$	80,697			592,848			13.61	%

* Operating margin on revenue before reimbursable items

- ### -

EX-99.2

2015 First Quarter and YTD Results

April 28, 2015

Exhibit 99.2

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

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,”

“potential,”

“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’

filings

with

the

Securities

and

Exchange Commission, including its 2014 Annual Report on Form 10-K.  TSYS does

not assume any obligation to update any forward-looking statements as a result of

new information, future developments or otherwise.

2

> FORWARD-LOOKING STATEMENTS

© 2015 Total System Services, Inc.® All rights reserved worldwide.

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

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; EBITDA, adjusted EBITDA, adjusted earnings per share,

adjusted segment operating income and adjusted segment operating

margin. The most

comparable GAAP measures to these measures are revenues; operating margin;

revenues; cash flows from operating activities; net income; net income; earnings per share,

operating income and operating margin, 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

> USE OF NON-GAAP FINANCIAL MEASURES

4

Troy Woods

Chairman, President & Chief Executive Officer

© 2015 Total System Services, Inc.® All rights reserved worldwide.

5

Paul Todd

Chief Financial Officer

© 2015 Total System Services, Inc.® All rights reserved worldwide.

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

6

Total Revenues

$662,156

$592,848

11.7%

Revenues Before Reimbursable Items

595,784

532,750

11.8

Adjusted EBITDA*

193,454

149,596

29.3

Adjusted EBITDA Margin*

32.47%

28.08%

439 bps

Adjusted EPS* from Continuing Operations

$0.54

$0.38

41.2%

YTD

2015

YTD

2014

Percent

Change

(*) Adjusted

EBITDA

,

Adjusted

EBITDA

margin

and

Adjusted

EPS

definitions

are

contained

in

Appendix

(in thousands, except per share data)

> CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

7

Double digit organic revenue growth

Strong cross segment delivery of performance

Volume gains:

AOF increased 30.1%

All-time AOF high of 724M

Transactions increased 36.5%

GDV up 16.7%

Expanding consolidated margins

($ in millions)

(*) Revenues Before Reimbursable Items

($ in millions)

5.7%

32.3%

37.3%

31.6%

Adjusted Operating Income

Operating Margin*

34.2%

8.5%

8.4%

11.8%

> 1Q 2015 CONSOLIDATED HIGHLIGHTS

43%

12%

19%

26%

Revenue by Segment*

North America

International

Merchant

NetSpend

$109.0

$146.3

$145.2

$113.9

$134.2

$159.8

$154.7

$154.5

27.2%

28.7%

27.6%

21.4%

24.9%

28.9%

27.2%

25.9%

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

$400.9

$509.5

$525.3

$532.8

$538.1

$552.9

$569.3

$595.8

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

Consolidated Revenue*

YOY Growth %

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

8

Bank of America conversion completed

All-time quarterly highs

-

Revenue and operating income

-

Accounts on file up 31.8% to 653.2M

-

Transactions increased 42.2% to 3.3B

($ in millions)

(*) Revenues Before Reimbursable Items

($ in millions)

4.4%

4.5%

6.8%

Adjusted Segment Operating Income

Operating Margin*

9.1%

8.7%

10.9%

14.5%

18.7%

> 1Q 2015 NORTH AMERICA SEGMENT HIGHLIGHTS

Growth Excluding Prepaid, Government Services and Single Use Accounts

430.7

461.4

481.9

495.5

510.3

541.4

550.0

653.2

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

Accounts on File

YOY Growth

%

6.3%

16.2%

16.5%

11.2%

11.6%

13.4%

17.2%

17.1%

18.5%

19.1%

17.4%

18.1%

14.1%

16.6%

31.8%

49.4%

$81.3

$84.4

$87.1

$74.6

$84.6

$92.7

$99.6

$102.6

37.9%

38.9%

39.0%

33.2%

36.3%

38.5%

39.0%

38.5%

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

$214.5

$217.3

$223.3

$224.4

$233.2

$241.0

$255.5

$266.2

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

Segment

Revenue*

YOY Growth %

(

)

(in millions)

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

9

Virgin Money migration completed

Revenue up across all lines of business

Accounts on file increased 16.1%

to 70.5M

Transactions increased 10.5% to 572.0M

Margin improvement plan on track

Adjusted Segment Operating Income

Operating Margin*

($ in millions)

Reported

Constant

Currency

(*) Revenues Before Reimbursable Items

($ in millions)

(4.0%)

0.7%

3.1%

9.0%

8.6%

0.5%

(4.6%)

(1.0%)

10.6%

1.8%

12.2%

4.4%

2.5%

5.7%

(4.0%)

5.1%

> 1Q 2015 INTERNATIONAL SEGMENT HIGHLIGHTS

58.0

59.2

59.1

60.7

62.3

64.1

66.6

70.5

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

Accounts on File

YOY Growth%

$76.6

$77.9

$90.6

$76.8

$84.7

$87.4

$92.9

$73.7

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

Segment

Revenue*

YOY Growth %

$7.7

$9.5

$18.0

$4.6

$11.7

$16.0

$22.8

$7.0

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

10.0%

12.2%

19.9%

5.9%

13.9%

18.3%

24.6%

9.5%

9.9%

12.1%

8.5%

8.9%

7.5%

8.1%

12.7%

16.1%

(in millions)

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

10

Revenue up 5.5% and operating margin up

207 bps YoY

Revenue mix: 61% Direct; 39% Indirect

SBS Sales Volume at $5.8B, up 9.9% YoY

POS transactions increased 5.6%, excluding

deconverted accounts

(*) Revenues Before Reimbursable Items

($ in millions)

15.6%

5.4%

4.3%

Adjusted Segment Operating Income

Operating Margin*

($ in millions)

(4.3%)

(4.1%)

1.2%

(2.4%)

5.5%

> 1Q 2015 MERCHANT SEGMENT HIGHLIGHTS

Segment Revenue by LOB

YOY Growth %

55%

26%

22%

(11%)

(12%)

(12%)

($ in millions)

4%

(14%)

1%

(10%)

4%

(2%)

(9%)

3%

(4%)

13%

Segment Revenue*

YOY Growth %

$113.0

$113.6

$110.4

$104.6

$108.3

$115.0

$107.7

$110.4

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

$41.3

$40.8

$36.0

$30.2

$32.9

$40.4

$31.4

$34.1

36.6%

35.9%

32.6%

28.8%

30.4%

35.1%

29.2%

30.9%

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

$51

$51

$48

$45

$46

$50

$44

$43

$62

$63

$62

$59

$62

$65

$64

$67

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

Indirect

Direct

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

11

Completed launch of Brinks Prepaid MasterCard

All-time quarterly revenue high

Gross Dollar Volume (GDV) up 16.7%

Total Active Cards at 4.2M, up 14.7%

Direct Deposit Active Cards at 2.4M, up 16.1%

Adjusted Segment Operating Income*

Operating Margin*

Segment Revenue

YOY Growth %

($ in millions)

($ in millions)

> 1Q 2015 NETSPEND SEGMENT HIGHLIGHTS

(*NOTE: Periods prior to the acquisition by TSYS have been restated )

$3.9

$3.8

$4.0

$6.6

$4.6

$4.4

$4.7

$7.7

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

$104.9

$103.7

$104.1

$132.6

$116.8

$114.0

$119.2

22.9%

22.2%

16.1%

13.1%

11.4%

10.0%

14.4%

16.9%

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

$29.3

$34.6

$31.7

$28.7

$30.7

$36.1

$32.7

$35.5

27.9%

33.4%

30.5%

21.7%

26.3%

31.7%

27.5%

22.9%

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

30.1%

22.4%

21.5%

22.1%

17.2%

16.6%

18.2%

16.7%

$155.1

Gross Dollar Volume

YOY Growth %

($ in billions)

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

12

> SEGMENT OPERATING MARGIN AND CONSOLIDATED

ADJUSTED OPERATING MARGIN

Revenues before

Reimbursable

Items

Adjusted

Operating Margin

Adjusted

Segment

Operating Income

(in thousands)

Three Months Ended March 31, 2015

North America

$102,570

$266,219

38.53%

International

6,983

73,730

9.47%

Merchant

34,115

110,398

30.90%

NetSpend

35,467

155,074

22.87%

Eliminations

--

(9,637)

Corporate administration excluding stock comp

(24,629)

--

Adjusted operating margin

$154,506

$595,784

25.93%

Amortization of acquisition intangibles

(23,867)

Stock-based compensation

(8,143)

Operating income (US GAAP)

$122,496

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

13

> ROLLFORWARD OF QUARTERLY CASH BALANCE 

$200

$500

$100

$0

$300

Operating

Activities

$158

Cap Ex

($44)

Debt Pmts

($15)

Dividends

($18)

Ending

Balance

$328

(in millions)

12/31/2014

3/31/2015

$400

Share

Repurchase

($54)

Beginning

Balance

$289

Other

$12

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

14

> CASH FLOW STRENGTH: 2015 TTM Consolidated

Financial Highlights  

(in millions)

$756

$570 

$338

$357 

$328 

$0

$75

$150

$225

$300

$375

$450

$525

$600

$675

$750

$825

Adjusted EBITDA

Cash flow from operations

Free cash flow

Net income

Ending cash

(TTM = Trailing Twelve Months)

2015 Revised Guidance*

Range

Range

Percent Change

Total Revenues

$2,620

to

$2,660

7%

to

9%

Revenues Before Reimbursable Items

$2,370

to

$2,410

8%

to

10%

Adjusted EPS attributable to TSYS common

shareholders from continuing operations

$2.19

to

$2.23

12%

to

14%

Average Basic Weighted Shares

185

(in millions, except per share data)

15

(*) See Appendix for guidance assumptions

©2015 Total System Services, Inc.®

Proprietary. All rights reserved worldwide.

15

16

Q&A

© 2015 Total System Services, Inc.® All rights reserved worldwide.

17

Appendix

© 2015 Total System Services, Inc.® All rights reserved worldwide.

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

Adjusted EBITDA is net income excluding equity in income of equity investments, nonoperating income/(expense), taxes,

depreciation, amortization and stock-based compensation expenses and NetSpend merger & acquisition expenses.

Adjusted EPS is adjusted earnings divided by weighted average shares outstanding used for basic EPS calculations. Adjusted

earnings is net income excluding the after-tax impact of stock-based compensation expenses, amortization of acquisition

intangibles, and NetSpend merger & acquisition expenses.

Adjusted segment operating income is operating income at the segment level adjusted for amortization of acquisition intangibles.

Adjusted segment operating margin is adjusted segment operating income divided by segment revenues before reimbursable items.

The Company believes that these non-GAAP financial measures it presents are useful to investors in evaluating the Company’s

operating performance for the following reasons:

–

adjusted

EBITDA

and

adjusted

EPS

are

widely

used

by

investors

to

measure

a

company’s

operating

performance

without

regard

to

items,

such as interest expense, income tax expense, depreciation and amortization, merger and acquisition expenses and employee stock-based

compensation

expense

that

can

vary

substantially

from

company

to

company

depending

upon

their

respective

financing

structures

and

accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired; and

–

securities analysts use adjusted EBITDA and adjusted EPS as supplemental measures to evaluate the overall operating performance of

companies.

By comparing the Company’s adjusted EBITDA and adjusted EPS in different historical periods, investors can evaluate the

Company’s operating results without the additional variations caused by employee stock-based compensation expense, which may

not be comparable from period to period due to changes in the fair market value of the Company’s common stock (which is

influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers) and is not a

key measure of the Company’s operations.

The Company’s management uses the non-GAAP financial measures:

–

as measures of operating performance, because they exclude the impact of items not directly resulting from the Company’s core operations;

–

for planning purposes, including the preparation of the Company’s annual operating budget;

–

to allocate resources to enhance the financial performance of the Company’s business;

–

to evaluate the effectiveness of the Company’s business strategies; and

–

in communications with the Company’s board of directors concerning the Company’s financial performance.

18

> APPENDIX: Non-GAAP Items –

Adjusted EBITDA

and Adjusted EPS

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

19

Consumer Credit

364.5

234.8

55.3

364.5

270.0

35.0

Retail

28.3

27.5

2.6

28.3

28.4

(0.5)

Total Consumer

392.8

262.3

49.8

392.8

298.4

31.6

Commercial

42.3

40.4

4.8

42.3

41.6

1.8

Other

22.7

19.7

15.2

22.7

22.4

1.3

Subtotal

457.8

322.4

42.0

457.8

362.4

26.3

Prepaid*/

Stored Value

126.6

120.0

5.5

126.6

127.3

(0.6)

Government

Services

74.5

63.0

18.3

74.5

67.4

10.6

Commercial Card Single

Use

64.8

50.8

27.5

64.8

59.6

8.8

Total AOF

723.7

556.2

30.1

723.7

616.7

17.4

(in millions)

Mar

2015

Mar

2014

%

Change

Mar

2015

Dec

2014

%

Change

(* -

Prepaid does not include NetSpend accounts)

> APPENDIX: Accounts on File Portfolio Summary

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

20

> APPENDIX: Non-GAAP Reconciliation –

Revenues Before

Reimbursable Items

Three Months Ended

3/31/15                   3/31/14

Total revenues

$662,156

$592,848

Reimbursable items

66,372

60,098

Revenues before reimbursable items

$595,784

$532,750

(in thousands)

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

21

Three Months Ended

Operating income

$122,496

$80,697

Add: Acquisition intangible amort

23,867

24,313

Add: Corporate admin and other

32,772

33,008

Total segment adjusted operating income

$179,135

$138,018

By segment: North America services (a)

$102,570

$74,578

International services (b)

$6,983

$4,555

Merchant services (c)

$34,115

$30,168

NetSpend (d)

$35,467

$28,717

Total revenues

$662,156

$592,848

Reimbursable items

(66,372)

(60,098)

Total segment revenues before reimbursable items

$595,784

$532,750

Intersegment revenues

9,637

5,656

By segment: North America services (e)

$266,219

$224,368

International services (f)

$73,730

$76,773

Merchant services (g)

$110,398

$104,625

NetSpend (h)

$155,074

$132,640

Adjusted segment operating margin:

North America services (a) / (e)

38.53%

33.24%

International services (b) / (f)

9.47%

5.93%

Merchant services (c) / (g)

30.90%

28.83%

NetSpend (d) / (h)

22.87%

21.65%

(in thousands)

> APPENDIX: Non-GAAP Reconciliation –

Adjusted Segment

Operating Income and Operating Margin

3/31/15

3/31/14

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

22

Three

Months Ended

3/31/15        3/31/14

Percentage

Change

(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)

$669,863

$592,848

13.0%

Foreign currency (2)

(7,707)

---

Total revenues

$662,156

$592,848

11.7%

International services:

Constant currency (1)

$87,381

$82,378

6.1%

Foreign currency (2)

(7,579)

---

Total revenues

$79,802

$82,378

(3.1%)

> APPENDIX: Non-GAAP Reconciliation –

Constant Currency

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

23

(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.

Three

Months Ended

3/31/15            3/31/14

Percentage

Change

(in thousands)

Consolidated:

Constant currency (1)

$602,902

$532,750

13.2%

Foreign currency (2)

(7,118)

---

Revenues before

reimbursable items

$595,784

$532,750

11.8%

International Services:

Constant currency (1)

$80,719

$76,773

5.1%

Foreign currency (2)

(6,989)

---

Revenues before

reimbursable items

$73,730

$76,773

(4.0%)

> APPENDIX: Non-GAAP Reconciliation –

Constant Currency

© 2015 Total System Services, Inc.® All rights reserved worldwide.

> APPENDIX: Non-GAAP Reconciliation –

EBITDA and

Adjusted EBITDA

2015 First Quarter and YTD Results

24

(in thousands)

Three Months Ended

Mar

2015

Mar

2014

Net income :

As reported (GAAP) (a)

$78,899

$51,625

Adjusted for:

Add/(Deduct): Loss/(Income) from

discontinued operations

--

(980)

Deduct: Equity in income of equity

investments

(5,394)

(4,096)

Add: Income taxes

39,782

24,335

Add: Nonoperating expenses

9,209

9,813

Add: Depreciation and amortization

62,815

60,035

EBITDA

$185,311

$140,732

Adjust for:

Add: Share-based compensation

8,143

7,611

Add: NetSpend  M&A expenses

--

1,253

Adjusted EBITDA

$193,454

$149,596

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

25

(in thousands)

Three Months Ended

Mar

2015

Mar

2014

Income from continuing operations available to TSYS

common shareholders:

As reported (GAAP) (a)

$77,755

$49,321

Adjusted for amounts attributable to TSYS common

shareholders (net of taxes):

Acquisition intangible amortization

15,761

15,813

Share-based compensation

5,441

5,017

NetSpend M&A expenses

--

1,204

Adjusted earnings (b)

$98,957

$71,355

Average common shares outstanding and

participating securities (c)

184,481

187,752

Basic EPS Available to TSYS common shareholders

(a) / (c)

$0.42

$0.26

Adjusted EPS Available to TSYS common

shareholders (b) / (c)

$0.54

$0.38

> APPENDIX: Non-GAAP Reconciliation –

Adjusted EPS

© 2015 Total System Services, Inc.® All rights reserved worldwide.

2015 First Quarter and YTD Results

26

Trailing Twelve

Months Ended

3/31/2015

Cash flows from operating activities

$569,987

Less:

Purchases of property and equipment

(72,320)

Additions to licensed computer software from vendors

(35,256)

Additions to internally developed computer software

(41,327)

Additions to contract acquisition costs

(83,332)

Free cash flow

$337,752

(in thousands)

> APPENDIX: Non-GAAP Reconciliation –

Free Cash Flow

© 2015 Total System Services, Inc.® All rights reserved worldwide.

> APPENDIX: Non-GAAP Reconciliation –

EBITDA and

Adjusted EBITDA

2015 First Quarter and YTD Results

27

Trailing Twelve

Months Ended

3/31/2015

Net Income

$356,679

Adjusted for:

Deduct: Discontinued operations

(47,674)

Deduct: Equity in Income of Equity Investments

(18,881)

Add: Income Taxes

145,207

Add: Nonoperating expense

38,108

Add: Depreciation and Amortization

249,401

EBITDA

$722,840

Adjust for: Share-based compensation

31,322

NetSpend M&A Operating Expenses*

1,963

Adjusted EBITDA

$756,125

(in thousands)

* Excludes share-based compensation

©2015 Total System Services, Inc.® Proprietary. All rights reserved worldwide.

Appendix: 2015 Revised Guidance

Assumptions

•

There will be no significant movements in the London Interbank Offered

rate and TSYS will not make any significant draws on the remaining

balance of its credit facility;

•

There will be no significant movement in foreign currency exchange rates

related to TSYS’

business;

•

TSYS will not incur significant expenses associated with the conversion

of new large clients other than included in the 2015 estimate, additional

acquisitions, or any significant impairment of goodwill or other

intangibles;

•

There will be no deconversions of large clients during the year;

•

No future share repurchases are included; and

•

The economy will not worsen.

28

The guidance assumes: