Exhibit 99.2
   FORM 11-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2009
  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. DIRECTOR STOCK PURCHASE PLAN




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TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN




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Report of Independent Registered Public Accounting Firm




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TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN
   2009
    
    
    2008AssetsCommon stock of Total System Services, Inc., at fair
value  96,381 shares (cost $1,591,930) in 2009 and
139,135 shares (cost $2,376,736) in 2008
    
    $
    1,664,515
    
    
    
    1,947,903Dividends receivable
    
    
    6,747
    
    
    
    9,740$
    1,671,262
    
    
    
    1,957,643Plan EquityPlan equity (19 participants in 2009 and 2008)
    
    $
    1,671,262
    
    
    
    1,957,643
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TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN
   2009
    
    
    2008
    
    
    2007Investment income (loss):Dividend income
    
    $
    29,996
    
    
    
    35,936
    
    
    
    362,130Realized (loss) gain on distributions to
participants (note 6)
    
    
    (167,396
    )
    
    
    1,790
    
    
    
    1,727,802Unrealized appreciation (depreciation) in
common stock of Total System Services,
Inc. (note 5)
    
    
    501,390
    
    
    
    (1,734,009
    )
    
    
    (1,270,157
    )Total investment income (loss)
    
    
    363,990
    
    
    
    (1,696,283
    )
    
    
    819,775Contributions:Participants
    
    
    220,000
    
    
    
    295,500
    
    
    
    292,000Total System Services, Inc.
    
    
    80,250
    
    
    
    147,793
    
    
    
    146,172Total contributions
    
    
    300,250
    
    
    
    443,293
    
    
    
    438,172Withdrawals by participants:Common stock of Total System Services,
Inc., at fair value (66,598 shares in 2009,
348 shares in 2008, and 121,334 shares
in 2007) (note 6)
    
    
    (950,621
    )
    
    
    (7,661
    )
    
    
    (3,551,989
    )Decrease in Plan equity
    
    
    (286,381
    )
    
    
    (1,260,651
    )
    
    
    (2,294,042
    )Plan equity at beginning of year
    
    
    1,957,643
    
    
    
    3,218,294
    
    
    
    5,512,336Plan equity at end of year
    
    $
    1,671,262
    
    
    
    1,957,643
    
    
    
    3,218,294
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TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN
   (1)
    
    Description of the PlanThe Total System Services, Inc. Director Stock Purchase Plan (Plan) was implemented as of
October 15, 1987. The Plan is designed to enable participating Total System Services, Inc.
(TSYS) directors to purchase shares of common stock of TSYS at prevailing market prices from
contributions made by them and by TSYS.TSYS serves as the Plan Administrator. The Plan agent is Mellon Investor Services, LLC,
hereafter referred to as Agent.Any person who currently serves or in the future is elected to serve as a member, advisory
member, or emeritus member of the board of directors of TSYS is eligible to participate in the
Plan. Cash contributions by participants cannot exceed $5,000 per calendar quarter. Matching
contributions to the Plan are to be made by TSYS 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
TSYS 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.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. A participant who terminates his or her participation in
the Plan may not reenter the Plan until the expiration of a six-month waiting period.Participation in the Plan shall automatically terminate upon termination of a participants
status as a director whether by death, retirement, resignation, 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 TSYS
prior to the date of such amendment or termination.TSYS reserves the right to suspend its matching contributions to the Plan if its board of
directors feels that TSYS financial condition warrants such action.
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TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN
   (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 of common stock and the fair value per share at
the date of distribution to the participants, less transaction costs.Contributions by TSYS and participating directors are accounted for on the accrual basis.
Withdrawals are accounted for upon distribution.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:
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TOTAL SYSTEM SERVICES, INC.
DIRECTOR STOCK PURCHASE PLAN
   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 TSYS. 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 appreciation (depreciation)
at end of year
    
    $
    72,547
    
    
    
    (428,843
    )
    
    
    1,305,166Unrealized (depreciation) appreciation at
beginning of year
    
    
    (428,843
    )
    
    
    1,305,166
    
    
    
    2,575,323Unrealized appreciation
(depreciation) for the year
    
    $
    501,390
    
    
    
    (1,734,009
    )
    
    
    (1,270,157
    )
 (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 common stock of TSYS
    
    $
    950,621
    
    
    
    7,661
    
    
    
    3,551,989Less cost (computed on an average
cost basis) of shares of common
stock of TSYS distributed or
redeemed
    
    
    1,118,017
    
    
    
    5,871
    
    
    
    1,824,187Total realized (loss) gain
    
    $
    (167,396
    )
    
    
    1,790
    
    
    
    1,727,802
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