Exhibit 99.1
   FORM 11-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  To
 Commission file number 1-10254
 TOTAL SYSTEM SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN




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Report of Independent Registered Public Accounting Firm




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   2009
    
    
    2008AssetsCommon stock of Total System Services, Inc., at fair
value  2,108,879 shares (cost $39,836,249) in
2009
and 1,862,802 shares (cost $40,804,841) in 2008
    
    $
    36,420,340
    
    
    
    26,079,226Dividends receivable
    
    
    145,449
    
    
    
    122,992Contributions receivable
    
    
    436,095
    
    
    
    725,490$
    37,001,884
    
    
    
    26,927,708Plan EquityPlan equity (2,957 and 3,952 participants in
2009 and 2008, respectively)
    
    $
    37,001,884
    
    
    
    26,927,708
  2




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   2009
    
    
    2008
    
    
    2007Investment income (loss):Dividend income
    
    $
    579,840
    
    
    
    443,434
    
    
    
    4,123,361Realized (loss) gain on distributions to
participants (note 6)
    
    
    (3,907,982
    )
    
    
    (1,510,750
    )
    
    
    6,786,714Unrealized appreciation (depreciation)
in common stock of Total System Services, Inc. (note 5)
    
    
    11,309,706
    
    
    
    (20,444,540
    )
    
    
    (3,811,779
    )Total investment income (loss)
    
    
    7,981,564
    
    
    
    (21,511,856
    )
    
    
    7,098,296Contributions:Participants
    
    
    10,728,659
    
    
    
    11,490,341
    
    
    
    10,668,877Participating Employers:Total System Services, Inc.
    
    
    2,915,693
    
    
    
    4,562,277
    
    
    
    4,188,585Columbus Depot Equipment Company
    
    
    145
    
    
    
    215
    
    
    
    206Columbus Productions, Inc.
    
    
    23,299
    
    
    
    43,325
    
    
    
    40,830Merlin Solutions
    
    
    1,255
    
    
    
    
    
    
    
    TSYS Canada, Inc.
    
    
    38,679
    
    
    
    62,451
    
    
    
    54,578TSYS Total Debt Management, Inc.
    
    
    43,102
    
    
    
    88,872
    
    
    
    97,032ProCard, Inc.
    
    
    51,630
    
    
    
    86,474
    
    
    
    83,428TSYS Acquiring Solutions, L.L.C.
    
    
    366,778
    
    
    
    563,313
    
    
    
    586,276TSYS POS Systems and Services
    
    
    16,966
    
    
    
    
    
    
    
    TSYS Loyalty, Inc.
    
    
    94,689
    
    
    
    150,551
    
    
    
    147,771TSYS Technology Center
    
    
    80,628
    
    
    
    125,934
    
    
    
    111,118TSYS Staffing
    
    
    42,707
    
    
    
    62,175
    
    
    
    499TSYS Prepaid
    
    
    
    
    
    
    
    
    
    
    24,444Total contributions
    
    
    14,404,230
    
    
    
    17,235,928
    
    
    
    16,003,644Increase (decrease) in Plan equity
before withdrawals
    
    
    22,385,794
    
    
    
    (4,275,928
    )
    
    
    23,101,940Withdrawals by participants  common stock of Total System Services, Inc., at fair value
(828,472 shares in 2009, 475,504 shares in
2008, and 1,017,687 shares in 2007) (note 6)
    
    
    (12,311,618
    )
    
    
    (9,681,021
    )
    
    
    (29,638,418
    )Increase (decrease) in Plan equity
    
    
    10,074,176
    
    
    
    (13,956,949
    )
    
    
    (6,536,478
    )Plan equity at beginning of year
    
    
    26,927,708
    
    
    
    40,884,657
    
    
    
    47,421,135Plan equity at end of year
    
    $
    37,001,884
    
    
    
    26,927,708
    
    
    
    40,884,657
  3




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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 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 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.Participation in the Plan shall automatically terminate upon termination of a participants
employment whether by death, retirement, or otherwise.
 (continued)
 4




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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   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 PoliciesThe 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 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, 2009 and 2008 fair values were $17.27
per share and $14.00 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, 2009, Plan investments
include 15,878 shares held by 30 terminated employees who have 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.(3)
    
    Fair Value MeasurementsThe Plan estimates 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:
 Level 1  inputs are unadjusted quoted prices in active markets for identical assets or
liabilities that the Plan has the ability to access.
 (continued)
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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   Level 2  inputs use other inputs that are observable, either directly or indirectly.
These inputs include quoted prices for similar assets and liabilities in active markets,
and other inputs such as interest rates and yield curves that are observable at commonly
quoted intervals.Level 3  inputs are unobservable inputs, including inputs that are available in
situations where there is little, if any, market activity for the related asset or
liability.
 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.(5)
    
    Unrealized Appreciation (Depreciation) in Common Stock of TSYSChanges in unrealized appreciation (depreciation) in common stock of TSYS are as follows:
 2009
    
    
    2008
    
    
    2007Unrealized (depreciation) appreciation
at end of year
    
    $
    (3,415,909
    )
    
    
    (14,725,615
    )
    
    
    5,718,925Unrealized (depreciation) appreciation
at beginning of year
    
    
    (14,725,615
    )
    
    
    5,718,925
    
    
    
    9,530,704Unrealized appreciation
(depreciation) for the year
    
    $
    11,309,706
    
    
    
    (20,444,540
    )
    
    
    (3,811,779
    )
 (continued)
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TOTAL SYSTEM SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
   (6)
    
    Realized (Loss) Gain on Withdrawal/Distributions to ParticipantsThe (loss) gain realized on withdrawal/distributions to participants is summarized as follows:
 2009
    
    
    2008
    
    
    2007Fair value at dates of distribution or
redemption of shares of common
stock of TSYS
    
    $
    12,311,618
    
    
    
    9,681,021
    
    
    
    29,638,418Less cost (computed on an average
cost basis) of shares of common
stock of TSYS distributed or
redeemed
    
    
    16,219,600
    
    
    
    11,191,771
    
    
    
    22,851,704Total realized (loss) gain
    
    $
    (3,907,982
    )
    
    
    (1,510,750
    )
    
    
    6,786,714
 7