FORM 11-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN




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(KPMG LOGO)
    
    KPMG LLP
Suite 2000
303 Peachtree, NE
Atlanta,GA 30308
 Report of Independent Registered Public Accounting Firm




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   2010
    
    
    2009AssetsCommon stock of Total System Services, Inc., at fair
value  2,103,026 shares (cost $37,627,772)
in 2010
and 2,108,879 shares (cost $39,836,249) in 2009
    
    $
    32,344,545
    
    
    
    36,420,340Dividends receivable
    
    
    145,089
    
    
    
    145,449Contributions receivable
    
    
    381,983
    
    
    
    436,095$
    32,871,617
    
    
    
    37,001,884Plan EquityPlan equity (2,529 and 2,957 participants in
2010 and 2009, respectively)
    
    $
    32,871,617
    
    
    
    37,001,884
  2




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   2010
    
    
    2009
    
    
    2008Investment income (loss):Dividend income
    
    $
    582,711
    
    
    
    579,840
    
    
    
    443,434Realized loss on withdrawals/distributions to
participants (note 6)
    
    
    (2,086,644
    )
    
    
    (3,907,982
    )
    
    
    (1,510,750
    )Unrealized appreciation (depreciation)
in common stock of Total System
Services, Inc. (note 5)
    
    
    (1,867,318
    )
    
    
    11,309,706
    
    
    
    (20,444,540
    )Total investment income (loss)
    
    
    (3,371,251
    )
    
    
    7,981,564
    
    
    
    (21,511,856
    )Contributions:Participants
    
    
    8,348,136
    
    
    
    10,728,659
    
    
    
    11,490,341Participating Employers:Total System Services, Inc.
    
    
    1,117,203
    
    
    
    2,915,693
    
    
    
    4,562,277Columbus Depot Equipment Company
    
    
    68
    
    
    
    145
    
    
    
    215Columbus Productions, Inc.
    
    
    5,508
    
    
    
    23,299
    
    
    
    43,325Merlin Solutions
    
    
    
    
    
    
    1,255
    
    
    
    TSYS Canada, Inc.
    
    
    14,107
    
    
    
    38,679
    
    
    
    62,451TSYS Total Debt Management, Inc.
    
    
    
    
    
    
    43,102
    
    
    
    88,872ProCard, Inc.
    
    
    
    
    
    
    51,630
    
    
    
    86,474TSYS Acquiring Solutions, L.L.C.
    
    
    108,616
    
    
    
    366,778
    
    
    
    563,313TSYS POS Systems and Services
    
    
    3,504
    
    
    
    16,966
    
    
    
    TSYS Loyalty, Inc.
    
    
    
    
    
    
    94,689
    
    
    
    150,551TSYS Technology Center
    
    
    
    
    
    
    80,628
    
    
    
    125,934TSYS Staffing
    
    
    
    
    
    
    42,707
    
    
    
    62,175Infonox
    
    
    3,242
    
    
    
    
    
    
    
    Total contributions
    
    
    9,600,384
    
    
    
    14,404,230
    
    
    
    17,235,928Increase (decrease) in Plan equity
before withdrawals
    
    
    6,229,133
    
    
    
    22,385,794
    
    
    
    (4,275,928
    )Withdrawals by participants  common stock of
Total System Services, Inc., at fair value
(678,470 shares in 2010, 828,472 shares in
2009, and 475,504 shares in 2008) (note 6)
    
    
    (10,359,400
    )
    
    
    (12,311,618
    )
    
    
    (9,681,021
    )Increase (decrease) in Plan equity
    
    
    (4,130,267
    )
    
    
    10,074,176
    
    
    
    (13,956,949
    )Plan equity at beginning of year
    
    
    37,001,884
    
    
    
    26,927,708
    
    
    
    40,884,657Plan equity at end of year
    
    $
    32,871,617
    
    
    
    37,001,884
    
    
    
    26,927,708
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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   (1)
    
    Description of the PlanThe Total System Services, Inc. Employee Stock Purchase Plan (the Plan) was implemented as of
October 1, 1984. The Plan is designed to enable participating Total System Services, Inc.
(TSYS) and subsidiaries employees to purchase shares of common stock of TSYS at prevailing
market prices from contributions made by them and by TSYS and its subsidiaries (the
Participating Employers).
 TSYS serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC,
hereafter referred to as Agent.
 All employees based in the United States who work 20 hours per week or more are eligible to
participate in the Plan on the first payroll date after completing three months of continuous
employment. Employees of TSYS or TSYS affiliates who are employed in a country other than the
United States and are eligible to participate in a compensatory stock plan sponsored by TSYS
or TSYS affiliates similar to the Plan that has been established pursuant to the laws of that
country are not eligible to participate in the Plan.
 Participants contribute to the Plan through payroll deductions as a percentage of
compensation. The maximum allowable contribution ranges from 3% to 7% of compensation based on
years of service. The minimum allowable contribution is 1% of compensation. Matching
contributions to the Plan are to be made by the Participating Employers in an amount equal to
50% of each participants contribution prior to July 1, 2009 and 15% of each participants
contribution subsequent to July 1, 2009. Participants are immediately vested in their
contributions and Participating Employers matching contributions.
 The Plan provides, among other things, that all expenses of the Plan and its administration
shall be paid by TSYS with the exception of brokers fees, commissions, and transaction costs,
which are included in the cost of each participants investment in common stock of TSYS.
 The Plan maintains an account balance for each participant equal to the number of shares of
TSYS common stock purchased on his/her behalf, plus related investment income or loss. Each
participant has the rights and powers of ordinary TSYS shareholders over the shares of common
stock held for his or her benefit in the Plan, including the right to vote his or her shares.
Each participant will receive cash dividends, stock dividends, stock splits and similar
changes in ownership for the shares held in the Plan to the same extent as other ordinary TSYS
shareholders.
 The Plan provides that each participant may withdraw at any time all or some of his or her
account balance. The participant may elect to receive the proceeds in the form of shares of
common stock of TSYS or in a lump-sum cash distribution. Prior to January 23, 2002,
participants who had previously withdrawn shares from their Plan account remained eligible to
participate, but with certain exceptions were precluded from receiving matching contributions
from the Plan sponsor for a specified period of time. Effective January 23, 2002, the Plan was
amended to allow employees to make unlimited withdrawals without their Participating Employers
matching contributions being suspended.
 The Plan provides that upon termination of participation in the Plan, each former participant
will receive, at his or her discretion, (i) the full number of shares of TSYS common stock
held on his or her behalf by the Agent, together with a check for any fractional share
interest, or (ii) a lump-sum cash distribution for the proceeds of the sale of all shares held
on his or her behalf by the Agent.
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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   Participation in the Plan shall automatically terminate upon termination of a participants
employment whether by death, retirement, or otherwise.
 TSYS expects to maintain the Plan indefinitely, but reserves the right to terminate or amend
the Plan at any time, provided, however, that no termination or amendment shall affect or
diminish any participants right to the benefit of contributions made by him or her, or his or
her Participating Employer prior to the date of such amendment or termination.
 TSYS reserves the right to suspend Participating Employer contributions to the Plan if its
board of directors feels that TSYS financial condition warrants such action.(2)
    
    Summary of Significant Accounting Policies
 The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
 The Plans investment in common stock of TSYS is stated at fair value, which is based on the
closing price at year-end obtained by using market quotations on the principal public exchange
market for which such securities are traded. The December 31, 2010 and 2009 fair values were
$15.38 per share and $17.27 per share, respectively.
 The Plans investment in the common stock of TSYS is exposed to market and credit risks. Due
to the level of risk associated with investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the Plans financial statements.
 The realized gain or loss on distributions to participants is determined by computing the
difference between the average cost per share and the fair value per share at the date of the
distribution to the participants, less transaction costs.
 Contributions to the Plan by TSYS and participating employees are accounted for on the accrual
basis. Withdrawals are accounted for upon distribution. At December 31, 2010 and 2009, Plan
investments include 14,570 shares held by 49 terminated employees and 15,878 shares held by 30
terminated employees, respectively, who had not yet requested distribution in accordance with
the terms of the Plan.
 Purchases and sales of TSYS common stock are reflected on a trade-date basis. Dividend income
is accrued on the record date.
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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   (3) Fair Value Measurements
 The Plan determines the fair value of its assets consistent with the provisions of the
accounting standard for fair value measurements and disclosures. The accounting standard
provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The three levels of the fair value hierarchy under the accounting standard
are described below:
    In instances where inputs used to measure fair value fall into different levels of the fair
value hierarchy, fair value measurements in their entirety are categorized based on the lowest
level input that is significant to the valuation. The Plans investment in TSYS common stock
is considered a Level 1 input under the fair value hierarchy.Management of the Plan also believes that the carrying amount of the receivables is a
reasonable approximation of fair value due to their short-term nature.(4)
    
    Tax Status of the PlanThe Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of
1986, as amended. The Plan does not provide for income taxes because any income is taxable to
the participants. Participants in the Plan must treat as compensation income their pro rata
share of contributions made to the Plan by their Participating Employer. Cash dividends paid
on common stock of TSYS purchased under the Plan will be taxable to the participants on a pro
rata basis for Federal and state income tax purposes during the year any such dividend is
received by the participant or the Plan. Upon disposition of the common stock of TSYS
purchased under the Plan, participants must treat any gain or loss as long-term or short-term
capital gain or loss depending upon when such disposition occurs.
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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   (5)
    
    Unrealized Appreciation (Depreciation) in Common Stock of TSYS
 Changes in unrealized appreciation (depreciation) in common stock of TSYS are as follows:
 2010
    
    
    2009
    
    
    2008Unrealized depreciation at end of year
    
    $
    (5,283,227
    )
    
    
    (3,415,909
    )
    
    
    (14,725,615
    )Unrealized appreciation
(depreciation) for the year
    
    
    (3,415,909
    )
    
    
    (14,725,615
    )
    
    
    5,718,925Unrealized appreciation (depreciation)
at beginning of year
    
    $
    (1,867,318
    )
    
    
    11,309,706
    
    
    
    (20,444,540
    )
 (6)
    
    Realized Loss on Withdrawal/Distributions to Participants
 The loss realized on withdrawal/distributions to participants is summarized as follows:
 2010
    
    
    2009
    
    
    2008Market value at dates of distribution or
redemption of shares of commons stock
of TSYS
    
    $
    10,359,400
    
    
    
    12,311,618
    
    
    
    9,681,021Less cost (computed on an average cost
basis) of shares of common stock of
TSYS distributed or redeemed
    
    
    12,446,044
    
    
    
    16,219,600
    
    
    
    11,191,772Total realized loss
    
    $
    (2,086,644
    )
    
    
    (3,907,982
    )
    
    
    (1,510,751
    )
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