NetSpend 2012 Annual Report Download - page 51

NOTE 15 Equity
DIVIDENDS: Dividends on common stock of $94.0 million were paid in 2012, compared to $53.9 million and
$55.1 million in 2011 and 2010, respectively. The increase in dividends paid in 2012 compared to 2011 is due an
increase in the dividends per share beginning in January 2012 to $0.10 per share from $0.07 per share and the
acceleration of payment of the fourth quarter 2012 dividend. The fourth quarter 2012 dividend payment was
accelerated in December, rather than January, to allow shareholders to benefit from the lower dividend tax rate
that was set to expire on December 31, 2012.
EQUITY COMPENSATION PLANS: The following table summarizes TSYS’ equity compensation plans by
category as of December 31, 2012:
(in thousands, except per share data)
Plan Category
(a)
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected
in column (a))
Equity compensation plans
approved by security
holders ................... 6,065(1) $21.27 13,864(2)
Equity compensation plans not
approved by security
holders ................... —— —
Total ...................... 6,065 $21.27 13,864
(1) Includes 1.4 million performance share awards, which will only be issued if certain performance goals are met. The
weighted-average exercise price in column (b) does not take these awards into account. Does not include an aggregate of
1.4 million shares of nonvested awards which will vest over the remaining years through 2014.
(2) Includes 13,864,285 shares available for future grants under the Total System Services, Inc. 2007 Omnibus Plan and 2012
Omnibus Plan, which could be in the form of options, nonvested awards and performance shares.
CHANGES IN TSYS’ OWNERSHIP INTEREST IN
SUBSIDIARIES: TSYS’ subsidiary, GP Net
repurchased 400 common shares on December 29,
2011 from its noncontrolling interest. As a result of
the transaction, TSYS’ ownership increased to 54.08%
from 53.00%. The following table presents the effect
on TSYS’ shareholders’ equity from GP Net’s
acquisition of treasury shares:
(in thousands) Year Ended December 31, 2011
Increase in OCI ................ $ 28
Increase in additional paid in
capital ..................... 77
Effect from change in
noncontrolling interests ....... $105
NOTE 16 Share-Based Compensation
General Description of Share-Based
Compensation Plans
TSYS has various long-term incentive plans under
which the Compensation Committee of the Board of
Directors has the authority to grant share-based
compensation to TSYS employees.
Employee stock options granted during or after 2006
(other than performance-based stock options)
generally become exercisable at the end of the three-
year period and expire ten years from the date of
grant. Vesting for stock options granted during or
after 2006 (other than performance-based stock
options) accelerates upon retirement for plan
participants who have reached age 62 and who also
have no less than fifteen years of service at the date
of their election to retire. For stock options granted in
2006, share-based compensation expense is fully
recognized for plan participants upon meeting the
retirement eligibility requirements of age and service.
Stock options granted prior to 2006 generally
become exercisable at the end of a two to three-year
period and expire ten years from the date of grant.
Vesting for stock options granted prior to 2006
accelerates upon retirement for plan participants who
have reached age 50 and who also have no less than
fifteen years of service at the date of their election to
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