Acquisitions (Tables) - TransFirst

6 Months Ended

Jun. 30, 2016

Amounts of Assets Acquired and Liabilities Assumed Recognized

The following table summarizes the consideration paid for TransFirst and the preliminary recognized amounts of the identifiable assets acquired and liabilities assumed on April 1, 2016 (the acquisition date). These amounts will remain preliminary until the valuation analysis has been finalized. The measurement period during which changes in assets, liabilities, equity interests, or items of consideration are subject to adjustment ends one year following the acquisition date. The Company continues to evaluate consideration paid, deferred taxes, intangible assets, goodwill and financial liabilities.

(in thousands)
Consideration
Cash	$	2,351,344
Fair value of total consideration transferred	$	2,351,344
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	5,906
Accounts receivable, net		62,313
Property equipment and software		12,726
Identifiable intangible assets		816,131
Deferred tax asset		2,244
Other assets		7,509
Deferred tax liability		(206,757)
Financial liabilities		(56,501)
Total identifiable net assets		643,571
Goodwill		1,707,773
	$	2,351,344

Estimated Fair Value of Identifiable Intangible Assets Acquired

The estimated fair value of identifiable intangible assets acquired in the acquisition and the related estimated weighted average useful lives are as follows:

(in millions)	Fair Value		Weighted Average  Useful Life (in years)
Merchant relationships	$	590.0		10.0
Channel partners		121.0		10.0
Current technology		72.0		6.0
Trade name		16.0		3.0
Covenants not-to-compete		15.0		4.0
Favorable lease		2.1		5.6
Total acquired identifiable intangible assets	$	816.1		9.4

Pro Forma Revenue and Earnings

The following unaudited pro forma information shows the results of our operations for the three and six months ended June 30, 2016 and June 30, 2015 as if the merger with TransFirst had occurred on January 1, 2015. The unaudited pro forma information reflects certain pro forma adjustments to the combined historical financial information of TSYS and TransFirst. The pro forma adjustments include incremental amortization and depreciation expense, incremental interest expense associated with new long-term debt, a reduction of revenues and operating expenses associated with contracts existing between the companies and the elimination of nonrecurring transaction costs directly related to the merger.

The unaudited pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the merger had been made as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired business.

	Actual				Supplemental pro forma
	Three months ended        June 30,				Three months ended        June 30,
	2016		2015		2016		2015
(in thousands, except per share data)
Revenue	$	1,151,587		692,652		1,151,587		1,080,237
Net income attributable to TSYS common shareholders	$	69,708		82,839		89,588		80,111
Basic EPS attributable to TSYS common shareholders	$	0.38		0.45		0.49		0.44
Diluted EPS attributable to TSYS common shareholders	$	0.38		0.45		0.49		0.44
	Actual				Supplemental pro forma
	Six months ended June 30,				Six months ended June 30,
	2016		2015		2016		2015
(in thousands, except per share data)
Revenue	$	1,890,965		1,354,808		2,283,124		2,086,367
Net income attributable to TSYS common shareholders	$	160,336		160,594		184,729		148,958
Basic EPS attributable to TSYS common shareholders	$	0.87		0.87		1.01		0.82
Diluted EPS attributable to TSYS common shareholders	$	0.87		0.87		1.00		0.81