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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 for the fiscal year ended December 31, 2009
 Commission file number 1-10254
 TOTAL SYSTEM SERVICES, INC.
  Georgia
    
    58-1493818(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)One TSYS WayColumbus, Georgia
    
    31901(Address of principal executive offices)
    
    (Zip Code)(Registrants telephone number, including area code)
    
    (706) 649-2310
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.10 Par Value
    
    New York Stock Exchange
   þ o
  o þ
  þ o
  o o
 þ
  Large accelerated filer þ
    
    Accelerated Filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Incorporated Documents
    
    Form 10-K Reference LocationsPortions of the Annual Report to Shareholders
for the year ended December 31, 2009 (Annual Report)
    
    Parts I, II, III and IVPortions of the 2010 Proxy Statement for the Annual
Meeting of Shareholders to be held April 21, 2010
(Proxy Statement)
    
    Part III




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Table of Contents
 PagePart ISafe Harbor Statement
    
    
    1Item 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    4Item 1B. Unresolved Staff Comments
    
    NoneItem 2. Properties
    
    
    10Item 3. Legal Proceedings
    
    
    10Item 4. Reserved
    
    NonePart IIItem 5. Market for Registrants Common Equity, Related
Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    11Item 6. Selected Financial Data
    
    
    11Item 7. Managements Discussion and Analysis
of Financial Condition and Results
of Operations
    
    
    12Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
    
    
    12Item 8. Financial Statements and Supplementary Data
    
    
    14Item 9. Changes In and Disagreements With Accountants on
Accounting and
Financial Disclosure
    
    NoneItem 9A. Controls and Procedures
    
    
    14Item 9B. Other Information
    
    NonePart IIIItem 10. Directors, Executive Officers and Corporate
Governance
    
    
    15Item 11. Executive Compensation
    
    
    16Item 12. Security Ownership of Certain Beneficial Owners
and Management and
Related Stockholder Matters
    
    
    16Item 13. Certain Relationships and Related Transactions,
and Director Independence
    
    
    16Item 14. Principal Accountant Fees and Services
    
    
    16Part IVItem 15. Exhibits and Financial Statement
Schedules
    
    
    17EX-10.4EX-13.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32




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PART I
 
 Safe Harbor Statement
   
 Item 1. Business
 Business .
  1




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Seasonality .
 Intellectual Property
 Major Customer
 Competition
  2




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Backlog of Accounts.
 Regulation and Examination .
   Employees
 3




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Available Information .
   
 Item 1A. Risk Factors
  Consolidation among financial institutions, including the merger of TSYS clients with entities that
are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS
clients, or the nationalization or seizure by banking regulators of TSYS clients, could materially
impact our financial position and results of operation.
  4




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If we do not successfully renew or renegotiate our agreements with our clients, our business will
suffer.
  Economic conditions could adversely affect our business.
  Accounts on file may be lower than anticipated and internal growth rates for our existing clients
may be lower than anticipated.
  We may incur expenses associated with the signing of a significant client to our processing system
and in connection with our efforts to grow internationally or incur other costs that may hurt our
financial results .
  5




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There may be a decline in the use of credit cards as a payment mechanism for consumers or adverse
developments with respect to the credit card industry in general.
  We may not convert and deconvert clients portfolios as scheduled
  Acquisitions and integrating such acquisitions create certain risks and may affect our financial
results.
  
    
    managing geographically separated organizations, systems and facilities;
    
    integrating personnel with diverse business backgrounds and organizational cultures;
    
    complying with foreign regulatory requirements;
    
    fluctuations in currency exchange rates;
    
    difficulty entering new foreign markets due to, among other things, customer acceptance
and business knowledge of these new markets; and
    
    general economic and political conditions.
 6




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Our business may be adversely affected by risks associated with foreign operations.
  The costs and effects of litigation, investigations or similar matters, or adverse facts and
developments related thereto, could materially affect our financial position and results of
operations .
  Changes in accounting policies and practices, as may be adopted by the regulatory agencies, the
Financial Accounting Standards Board, or other authoritative bodies, could materially impact our
financial statements.
  If we do not anticipate and respond to technological change or changes in industry standards, our
services could become obsolete and we could lose our clients.
  7




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Changes in the laws, regulations, credit card association rules or other industry standards
affecting our business may impose costly compliance burdens and negatively impact our business.
  We may not be able to successfully manage our intellectual property and may be subject to
infringement claims.
   8




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Security and privacy breaches in our systems and system failures may damage client relations, our
reputation and expose us to liability.
  
    
    cause our clients to lose confidence in our services;
    
    harm our reputation;
    
    expose us to financial liability; and
    
    increase our expenses from potential remediation costs.
  If we lose key personnel or are unable to attract additional qualified personnel, our business
could be adversely affected.
  9




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Our financial condition and outlook may be adversely affected by damage to our reputation.
  
 Item 1B.
    
    Unresolved Staff Comments
  
 Item 2.
    
    Properties
  Owned Facilities
    
    
    Leased FacilitiesNumber
    
    
    Square Footage
    
    
    Number
    
    
    Square FootageNorth America Services
    
    
    9
    
    
    
    1,345,800
    
    
    
    9
    
    
    
    218,838International Services
    
    
    2
    
    
    
    96,368
    
    
    
    26
    
    
    
    246,705Merchant Services
    
    
    3
    
    
    
    3,378
    
    
    
    5
    
    
    
    225,293
   
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Reserved
 10




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##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Repurchases of Equity Securities
  
 Item 6.
    
    Selected Financial Data
  Years Ended December 31,(in thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Income Statement Data:Total revenues
    
    $
    1,688,062
    
    
    
    1,721,646
    
    
    
    1,662,450
    
    
    
    1,707,372
    
    
    
    1,537,672Operating income
    
    $
    342,033
    
    
    
    368,675
    
    
    
    349,135
    
    
    
    352,906
    
    
    
    284,452Income from continuing operations, net of tax
    
    $
    224,339
    
    
    
    250,638
    
    
    
    236,590
    
    
    
    247,150
    
    
    
    193,038(Loss) income from discontinued operations, net of tax
    
    
    (5,163
    )
    
    
    1,038
    
    
    
    2,829
    
    
    
    2,765
    
    
    
    1,738Net income
    
    
    219,176
    
    
    
    251,676
    
    
    
    239,419
    
    
    
    249,915
    
    
    
    194,776Net income attributable to noncontrolling interests
    
    
    (3,963
    )
    
    
    (1,576
    )
    
    
    (1,976
    )
    
    
    (752
    )
    
    
    (256
    )Net income attributable to TSYS
    
    $
    215,213
    
    
    
    250,100
    
    
    
    237,443
    
    
    
    249,163
    
    
    
    194,520Basic earnings per share (EPS)*:Income from continuing operations
    
    $
    1.12
    
    
    
    1.26
    
    
    
    1.19
    
    
    
    1.25
    
    
    
    0.98(Loss) income from discontinued operations
    
    
    (0.03
    )
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01Net income
    
    $
    1.09
    
    
    
    1.26
    
    
    
    1.20
    
    
    
    1.26
    
    
    
    0.99Diluted EPS*:Income from continuing operations
    
    $
    1.12
    
    
    
    1.26
    
    
    
    1.19
    
    
    
    1.25
    
    
    
    0.98(Loss) income from discontinued operations
    
    
    (0.03
    )
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01Net income
    
    $
    1.09
    
    
    
    1.26
    
    
    
    1.20
    
    
    
    1.26
    
    
    
    0.99Cash dividends declared per share
    
    $
    0.28
    
    
    
    0.28
    
    
    
    3.31
    
    
    
    0.27
    
    
    
    0.22
 At December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Balance Sheet Data:Total assets
    
    $
    1,710,954
    
    
    
    1,550,024
    
    
    
    1,479,081
    
    
    
    1,634,241
    
    
    
    1,410,897Obligations under long-term debt and capital leases,
excluding current portion
    
    
    205,123
    
    
    
    209,871
    
    
    
    3,687
    
    
    
    3,625
    
    
    
    3,555
 
 *
    
    Note: Basic and diluted EPS amounts for continuing operations and net income do not total
due to rounding. 11




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Foreign Exchange Risk .
 (in millions)
    
    2009
    
    2008
    
    2007Comprehensive income (loss), net of tax
    
    $
    12.1
    
    
    
    ($35.1
    )
    
    $
    7.6
   (in millions)
    
    December 31, 2009Europe
    
    $
    184.7China
    
    
    68.4Japan
    
    
    (0.9
    )Mexico
    
    
    7.5Canada
    
    
    1.2Other
    
    
    24.6
  12




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Effect of Basis Point ChangeIncrease in basis point of
    
    Decrease in basis point of(in thousands)
    
    100
    
    500
    
    1,000
    
    100
    
    500
    
    1,000Effect on income
before income taxes
    
    $
    60
    
    
    
    300
    
    
    
    600
    
    
    
    (60
    )
    
    
    (300
    )
    
    
    (600
    )
  Interest Rate Risk.
  13




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At December 31, 2009
    
    Expected maturity dateLiabilities
    
    2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    TOTAL(US$ Equivalent in millions)Long-term Debt:Fixed Rate (US)
    
    $
    7.0
    
    
    
    1.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8.8Average interest rate
    
    
    3.95
    %
    
    
    3.95
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.95
    %Variable Rate (US)
    
    $
    
    
    
    
    
    
    
    
    168.0
    
    
    
    
    
    
    
    
    
    
    $
    168.0Average interest rate
    
    
    
    
    
    
    
    
    
    
    0.86
    %
    
    
    
    
    
    
    
    
    
    
    0.86
    %Variable Rate (GBP)
    
    $
    
    
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.8Average interest rate
    
    
    
    
    
    
    2.61
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.61
    %Variable Rate (YEN)
    
    $
    
    
    
    
    21.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21.8Average interest rate
    
    
    
    
    
    
    1.14
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.14
    %
 
 Item 8.
    
    Financial Statements and Supplementary Data
  
 Item 9.
    
    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
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Managements Report on Internal Control Over Financial Reporting and Report of Independent
Registered Public Accounting Firm.
 Changes in Internal Control Over Financial Reporting.
  
 Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
    
    PROPOSALS TO BE VOTED ON  PROPOSAL 1:
ELECTION OF DIRECTORS,
 
    
    EXECUTIVE OFFICERS,
 
    
    SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE, and
 
    
    CORPORATE GOVERNANCE AND BOARD MATTERS  Committees of the Board.
  15




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Item 11.
    
    Executive Compensation
  
    
    DIRECTOR COMPENSATION; and
 
    
    EXECUTIVE COMPENSATION  Compensation Discussion and Analysis,
Compensation Committee Report and Compensation Tables and Narratives.
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   
    
    STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, and
 
    
    PRINCIPAL SHAREHOLDERS.
 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and
 
    
    CORPORATE GOVERNANCE AND BOARD MATTERS  Independence.
 
 Item 14.
    
    Principal Accountant Fees and Services
  
    
    AUDIT COMMITTEE REPORT  KPMG LLP Fees and Services (excluding the
information under the main caption AUDIT COMMITTEE REPORT); and Policy on Audit
Committee Pre-Approval.
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PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 (a) 1 Financial Statements
          2. Financial Statement Schedules
  Report of Independent Registered Public Accounting Firm.Schedule II  Valuation and Qualifying Accounts  Years Ended
December 31, 2009, 2008 and 2007.
  17




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3. Exhibits
  ExhibitNumber
    
    Description3.1
    
    
    Articles of Incorporation of TSYS, as amended, incorporated by
reference to Exhibit 3.1 of TSYS Current Report on Form 8-K dated April 30,
2009.3.2
    
    
    Bylaws of TSYS, as amended, incorporated by reference to
Exhibit 3.1 of TSYS Current Report on Form 8-K dated July 28, 2009.10.1
    
    
    Credit Agreement of TSYS with Bank of America N.A., as
Administrative Agent, the Royal Bank of Scotland plc, as Syndication Agent, and
the other lenders named therein, incorporated by reference to Exhibit 10.1 of
TSYS Current Report on Form 8-K dated December 27, 2007.10.2
    
    
    Indemnification and Insurance Matters Agreement by and among
Synovus Financial Corp. and TSYS, dated as of November 30, 2007, incorporated
by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated November
30, 2007.10.3
    
    
    Tax Sharing Agreement by and among Synovus Financial Corp.,
Columbus Bank and Trust Company and TSYS, dated as of November 30, 2007,
incorporated by reference to Exhibit 10.5 of TSYS Current Report on Form 8-K
dated November 30, 2007.EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS10.4
    
    
    Director Stock Purchase Plan of TSYS.10.5
    
    
    Total System Services, Inc. 2002 Long-Term Incentive Plan,
incorporated by reference to Exhibit 10.2 of TSYS Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, as filed with the SEC on March 19,
2002.10.6
    
    
    Amended and Restated Total System Services, Inc. Deferred
Compensation Plan, incorporated by reference to Exhibit 10.1 of
TSYS Quarterly Report on Form 10-Q for the quarter ended June 30,
2008, as filed with the SEC on August 7, 2008.10.7
    
    
    Total System Services, Inc. 1992 Long-Term Incentive Plan,
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ExhibitNumber
    
    Descriptionwhich was renamed the Total System Services, Inc. 2000 Long-Term Incentive
Plan, incorporated by reference to Exhibit 10.5 of TSYS Annual Report on Form
10-K for the fiscal year ended December 31, 1992, as filed with the SEC on
March 18, 1993.10.8
    
    
    Amended and Restated Total System Services, Inc. Directors
Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of TSYS
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed
with the SEC on August 7, 2008.10.9
    
    
    Wage Continuation Agreement of TSYS, incorporated by reference
to Exhibit 10.7 of TSYS Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the SEC on March 18, 1993.10.10
    
    
    Agreement in Connection With Personal Use of Company Aircraft,
incorporated by reference to Exhibit 10.15 of TSYS Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, as filed with the SEC on February
27, 2009.10.11
    
    
    Split Dollar Insurance Agreement of TSYS, incorporated by
reference to Exhibit 10.10 of TSYS Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, as filed with the SEC on March 22, 1994.10.12
    
    
    Change of Control Agreement for executive officers of TSYS,
incorporated by reference to Exhibit 10.17 of TSYS Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, as filed with the SEC on February
29, 2008.10.13
    
    
    Split Dollar Insurance Agreement and related Executive Benefit
Substitution Agreement, incorporated by reference to Exhibit 10.19 of TSYS
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as
filed with the SEC on March 19, 2002.10.14
    
    
    Form of Stock Option Agreement for the Total System Services,
Inc. 1992 (renamed 2000) and 2002 Long-Term Incentive Plans, incorporated by
reference to Exhibit 10.1 of TSYS Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004, as filed with the SEC on November 8, 2004.10.15
    
    
    Summary of Board of Directors Compensation, incorporated by
reference to Exhibit 10.1 of TSYS Quarterly Report on Form 10-Q for
the quarter ended September 30, 2009, as filed with the SEC on
November 9, 2009.
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ExhibitNumber
    
    Description10.16
    
    
    Form of Restricted Stock Award Agreement for the TSYS 2002
Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of TSYS
Current Report on Form 8-K dated January 20, 2005, as filed with the SEC on
January 25, 2005.10.17
    
    
    Form of Performance-Based Restricted Stock Award Agreement for
the TSYS 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit
10.2 of TSYS Current Report on Form 8-K dated January 20, 2005, as filed with
the SEC on January 25, 2005.10.18
    
    
    Form of Non-Employee Director Restricted Stock Award Agreement
for the TSYS 2002 Long-Term Incentive Plan, incorporated by reference to
Exhibit 10.1 of TSYS Current Report on Form 8-K dated February 1, 2005, as
filed with the SEC on February 3, 2005.10.19
    
    
    Form of Stock Option Agreement for stock option awards under
the Total System Services, Inc. 2002 Long-Term Incentive Plan for grants made
subsequent to January 17, 2006, incorporated by reference to Exhibit 10.1 of
TSYS Current Report on Form 8-K dated January 17, 2006.10.20
    
    
    Form of Restricted Stock Award Agreement for restricted stock
awards under the Total System Services, Inc. 2002 Long-Term Incentive Plan for
grants made subsequent to January 17, 2006, incorporated by reference to
Exhibit 10.2 of TSYS Current Report on Form 8-K dated January 17, 2006.10.21
    
    
    Total System Services, Inc. 2007 Omnibus Plan, incorporated by
reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated April 24,
2007, as filed with the SEC on April 25, 2007.10.22
    
    
    Form of Restricted Stock Award Agreement for restricted stock
awards under the Total System Services, Inc. 2007 Omnibus Plan, incorporated by
reference to Exhibit 10.3 of TSYS Current Report on Form 8-K dated April 24,
2007, as filed with the SEC on April 25, 2007.10.23
    
    
    Form of Performance-Based Restricted Stock Award Agreement for
performance-based restricted stock awards under the Total System Services, Inc.
2007 Omnibus Plan, incorporated by
reference to Exhibit 10.4 of TSYS Current Report on Form 8-K dated
April 24, 2007.
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ExhibitNumber
    
    Description10.24
    
    
    Form of Revised Stock Option Agreement for stock option awards
under the Total System Services, Inc. 2007 Omnibus Plan, incorporated by
reference to Exhibit 10.1 of TSYS Current Report on Form 8-K dated February 5,
2008.10.25
    
    
    Total System Services, Inc. 2008 Omnibus Plan, incorporated by
reference to Exhibit 10.30 of TSYS Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, as filed with the SEC on February 29, 2008.10.26
    
    
    Form of Performance-Based Restricted Stock Award Agreement for
performance-based restricted stock awards under the Total System Services, Inc.
2008 Omnibus Plan, incorporated by reference to Exhibit 10.3 of TSYS Current
Report on Form 8-K dated January 2, 2008.10.27
    
    
    Form of Restricted Stock Unit Agreement for restricted stock
unit awards under the Total System Services, Inc. 2008 Omnibus Plan,
incorporated by reference to Exhibit 10.4 of TSYS Current Report on Form 8-K
dated January 2, 2008.10.28
    
    
    Form of Revised Stock Option Agreement for stock option awards
under the Total System Services, Inc. 2008 Omnibus Plan, incorporated by
reference to Exhibit 10.2 of TSYS Current Report on Form 8-K dated February 5,
2008.10.29
    
    
    Form of Retention Restricted Stock Award Agreement for
retention restricted stock awards under the Total System Services, Inc. 2008
Omnibus Plan, incorporated by reference to Exhibit 10.3 of TSYS Current Report
on Form 8-K dated February 5, 2008.10.30
    
    
    Form of Performance-Based Retention Restricted Stock Award
Agreement for performance-based restricted stock awards under the Total System
Services, Inc. 2008 Omnibus Plan, incorporated by reference to Exhibit 10.4 of
TSYS Current Report on Form 8-K dated February 5, 2008.10.31
    
    
    Form of Revised Restricted Stock Award Agreement for
restricted stock awards under the Total System Services, Inc. 2008 Omnibus
Plan, incorporated by reference to Exhibit 10.5 of TSYS Current Report on Form
8-K dated February 5, 2008.10.32
    
    
    Form of Amended and Revised Stock Option Agreement for stock
option awards under the Total System Services, Inc. 2007 Omnibus Plan,
incorporated by reference to Exhibit 10.1 of TSYS Current
Report on Form 8-K dated March 28, 2008.
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ExhibitNumber
    
    Description10.33
    
    
    Form of Performance Share Agreement for performance share
awards under the Total System Services, Inc. 2007 and 2008 Omnibus
Plans, incorporated by reference to Exhibit 10.38 of TSYS
Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, as filed with the SEC on February 27,
2009.10.34
    
    
    Form of Amended and Revised Stock Option Agreement for stock
option awards under the Total System Services, Inc. 2008 Omnibus Plan,
incorporated by reference to Exhibit 10.3 of TSYS Current Report on Form 8-K
dated March 28, 2008.10.35
    
    
    Form of Amended and Revised Stock Option Agreement for stock
option awards under the Total System Services, Inc. 2007 and 2008 Omnibus Plans
for grants made subsequent to January 26, 2009, incorporated by
reference to Exhibit 10.40 of TSYS
Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, as filed with the SEC on February 27,
2009.10.36
    
    
    Form of Indemnification Agreement for directors and executive
officers of TSYS, incorporated by reference to Exhibit 10.1 of TSYS Current
Report on Form 8-K dated July 25, 2007.13.1
    
    
    Certain specified pages of TSYS 2009 Annual Report to
Shareholders which are incorporated herein by reference.21.1
    
    
    Subsidiaries of Total System Services, Inc.23.1
    
    
    Consent of Independent Registered Public Accounting Firm.24.1
    
    
    Powers of Attorney contained on the signature pages of this
2009 Annual Report on Form 10-K and incorporated herein by reference.31.1
    
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32
    
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    Annual Report on Form 11-K for the Total System Services, Inc.
Employee Stock Purchase Plan for the year ended December 31, 2009 (to be filed
as an amendment hereto within 120 days of the end of the period covered by this
report.)99.2
    
    
    Annual Report on Form 11-K for the Total System Services, Inc.
Director Stock Purchase Plan for the year ended December 31,
2009 (to be filed as an amendment hereto within 120 days of the end
of the period covered by this report.)
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23




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Report of Independent Registered Public Accounting Firm




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AdditionsChanges inBalance at
    
    allowances, charges to
    
    
    
    
    
    Balance atbeginning
    
    expenses and changes
    
    
    
    
    
    endof period
    
    to other accounts
    
    Deductions
    
    of periodYear ended December 31, 2007:Provision for doubtful accounts
    
    $
    4,952
    
    
    
    1,170
    (1)
    
    
    (1,165
    )(3)
    
    $
    4,957Provision for billing adjustments
    
    $
    5,169
    
    
    
    (990
    )(1)
    
    
    601
    (3)
    
    $
    4,780Transaction processing provisions  contractual
contingencies
    
    $
    1,250
    
    
    
    (1,250
    )(2)
    
    
    
    
    
    $
    Transaction processing accruals  processing errors
    
    $
    11,395
    
    
    
    1,279
    (2)
    
    
    (4,149
    )(3)
    
    $
    8,525Year ended December 31, 2008:Provision for doubtful accounts
    
    $
    4,957
    
    
    
    (1,573
    )(1),(4)
    
    
    (654)
    (3)
    
    $
    2,730Provision for billing adjustments
    
    $
    4,780
    
    
    
    1,331
    (1)
    
    
    (798)
    (3)
    
    $
    5,313Transaction processing provisions  contractual
contingencies
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    Transaction processing accruals  processing errors
    
    $
    8,525
    
    
    
    3,151
    (2)
    
    
    (6,259
    )(3)
    
    $
    5,417Year ended December 31, 2009:Provision for doubtful accounts
    
    $
    2,730
    
    
    
    985
    (1),(4)
    
    
    (2,077
    )(3)
    
    $
    1,638Provision for billing adjustments
    
    $
    5,313
    
    
    
    5,011
    (1)
    
    
    (5,623
    )(3)
    
    $
    4,701Transaction processing provisions  contractual
contingencies
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    Transaction processing accruals  processing errors
    
    $
    5,417
    
    
    
    4,056
    (2)
    
    
    (3,989
    )(3)
    
    $
    5,484
 
 (1)
    
    Amount reflected includes charges to (recoveries of) bad debt expense which are classified in
other operating expenses and the charges for billing adjustments which are recorded against
revenues.(2)
    
    Amount reflected is the change in transaction processing accruals reflected in other operating
expenses.(3)
    
    Accounts deemed to be uncollectible and written off during the year as it relates to bad debts.
Amounts that relate to billing adjustments and transaction processing accruals reflect actual
billing adjustments and processing errors charged against the allowances.(4)
    
    Includes $0.3 million of doubtful accounts on November 3, 2008 related to consolidating the
financial results of Infonox.




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##### Table of Contents



SIGNATURES
  TOTAL SYSTEM SERVICES, INC.
(Registrant)March 1, 2010
    By:
    /s/ Philip W. TomlinsonPhilip W. Tomlinson,Principal Executive Officer and
Chairman of the Board POWER OF ATTORNEY
   /s/ Philip W. Tomlinson

Philip W. Tomlinson,

Principal Executive Officer
and Chairman of the Board
    
    Date:  March 1, 2010/s/ M. Troy Woods

M. Troy Woods,
President and Director
    
    Date:  March 1, 2010/s/ James B. Lipham

James B. Lipham,
Senior Executive Vice President
and Principal Financial Officer
    
    Date:  March 1, 2010




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/s/ Dorenda K. Weaver

Dorenda K. Weaver,
Chief Accounting Officer
    
    Date:  March 1, 2010/s/ Richard E. Anthony

Richard E. Anthony,
Director
    
    Date:  March 1, 2010/s/ James H. Blanchard

James H. Blanchard,
Director and Chairman of the
Executive Committee
    
    Date:  March 1, 2010/s/ Richard Y. Bradley

Richard Y. Bradley,
Director
    
    Date:  March 1, 2010/s/ Kriss Cloninger III

Kriss Cloninger III,
Director
    
    Date:  March 1, 2010Walter W. Driver, Jr.,
Director
    
    Date:/s/ Gardiner W. Garrard, Jr.

Gardiner W. Garrard, Jr.,
Director
    
    Date:  March 1, 2010/s/ Sidney E. Harris

Sidney E. Harris,
Director
    
    Date:  March 1, 2010




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/s/ Mason H. Lampton

Mason H. Lampton,
Director
    
    Date:  March 1, 2010/s/ H. Lynn Page

H. Lynn Page,
Director
    
    Date:  March 1, 2010W. Walter Miller, Jr.,
Director
    
    Date:/s/ John T. Turner

John T. Turner,
Director
    
    Date:  March 1, 2010Richard W. Ussery,
Director
    
    Date:/s/ James D. Yancey

James D. Yancey,
Director
    
    Date:  March 1, 2010/s/ Rebecca K. Yarbrough

Rebecca K. Yarbrough,
Director
    
    Date:  March 1, 2010