NetSpend 2014 Annual Report Download

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  
Putting People-Centered
Payments to Work
Improving Lives and Businesses

Table of contents

  • Page 1
    2012 annual report Improving Lives and Businesses Putting People-Centered Payments to Work

  • Page 2
    ... also a guiding principle of the growth strategy for our company. By putting people at the center of every decision we make, we can offer the innovative payment products and solutions needed by our clients and their customers. At TSYS ®, we believe payments should revolve around people - not the...

  • Page 3
    ... industrial-strength systems to support financial institutions, businesses and consumers. Across the payments value chain, we offer issuing and acquiring processing, direct-to-merchant processing and prepaid program management. Every process, product, new technology or acquisition we make delivers...

  • Page 4
    ...manage their businesses and alternative ways to make and accept payments. The major stakeholders are also changing, and the existing boundaries have been redrawn. A mobile phone can turn a consumer into a merchant; a group of merchants can become their own network; a network can set standards in new...

  • Page 5
    ... us to work with independent software vendors and providers to offer services not otherwise readily available to our clients. These healthy financial results are largely attributed to the strength of our issuer processing, along with our direct acquiring and prepaid program-management capabilities...

  • Page 6
    ...daily lives with smartphones, tablets, game systems and computers - want a choice in the way they pay for goods and services, from traditional plastic to mobile phones, or through any other device of their choosing. In the UK, we partnered with PayPal® to offer an installment loan plan at the point...

  • Page 7
    .... Apple Pay stands to redefine consumers' relationships with the POS, and payment card information will be more secure and private for purchases made in apps and via near-field communication (NFC)-enabled POS terminals. In 2014, commerce initiated with mobile phones and tablets is expected to...

  • Page 8
    .... Cardholders enjoy access to many convenient and ï¬,exible features to accommodate their busy, on-the-go lives, including round-the-clock access to their accounts online and the ability to load funds at one of NetSpend's 130,000 reload locations. In 2014, one issue in the prepaid spotlight was the...

  • Page 9
    ... daily lives in a positive way. Whether it relates to our business or the greater community, we remain focused on making TSYS a great place to work, a key to delivering on our brand of People-Centered Payments. In another tremendous honor for our company, we recently learned that TSYS has been named...

  • Page 10
    Financial Information (in thousands) (in thousands) 12 Revenues Before Reimbursable Items* (dollars in thousands, except per share data) Total revenues Revenues before reimbursable items* Operating income Net income attributable to TSYS common shareholders Basic earnings per share from ...

  • Page 11

  • Page 12
    ... Software Services Dennis Jones Business Operations, International Services Kelley C. Knutson Business Development International Services W. Allen Pettis Client Operations North America Services Dorenda K. Weaver Chief Accounting Officer David E. Wood Business Operations, Merchant Services...

  • Page 13
    ... Consolidated Financial Statements ...43 Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements ...87 Management's Report on Internal Control Over Financial Reporting ...88 Quarterly Financial Data, Stock Price, Dividend Information ...89 Stock Performance Graph...

  • Page 14
    ..., the Company derived revenues from providing processing services, acquiring solutions, related systems and integrated support services to merchant acquirers and merchants. The Company also derives revenues by providing general-purpose reloadable (GPR) prepaid debit cards and payroll cards and...

  • Page 15
    ...limited liability company. This purchase increased TSYS' ownership of CPAY to 75%. The following table sets forth each segment's revenues as a percentage of the Company's total revenues: Years Ended December 31, 2014 2013 2012 North America Services ...Merchant Services ...NetSpend ...International...

  • Page 16
    ..., payment card practices, fees, routing and other matters with respect to credit, debit and prepaid cards, and thus negatively impact our business. Financial Review This Financial Review provides a discussion of critical accounting policies and estimates, related party transactions and off-balance...

  • Page 17
    ... costs. The net carrying value of contract acquisition costs on the Company's Consolidated Balance Sheet as of December 31, 2014 was $236.3 million. Software Development Costs In evaluating software development costs for recoverability, expected cash flows are estimated by management. The Company...

  • Page 18
    ..., expected undiscounted net operating cash flows are estimated by management. The Company reviews long-lived assets, such as property and equipment and intangibles subject to amortization, including contract acquisition costs and certain computer software, for impairment whenever events or changes...

  • Page 19
    ... Issuing Banks (banks that issue MasterCard International or Visa USA, Inc. branded cards to customers). The Company establishes a reserve for the losses it estimates will arise from processing customer transactions, debit card overdrafts, chargebacks for unauthorized card use and merchant-related...

  • Page 20
    ... Statements for more information on transactions with affiliated companies. Off-Balance Sheet Arrangements OPERATING LEASES: As a method of funding its operations, TSYS employs noncancelable operating leases for computer equipment, software and facilities. These leases allow the Company to use...

  • Page 21
    ... customers through tiered pricing of various thresholds for volume activity. TSYS' revenues are based upon transactional information accumulated by its systems or reported by its customers. The Company's revenues are impacted by currency translation of foreign operations, as well as doing business...

  • Page 22
    ... statements mailed, cards embossed and mailed, and other processing services for cardholder AOF. Cardholder AOF include active and inactive consumer credit, retail, prepaid, stored value, government services and commercial card accounts. TSYS' revenues in its North America Services and International...

  • Page 23
    ... less transactional activity than the traditional accounts. Prepaid and stored value cards are issued by firms through retail establishments to be purchased by consumers to be used at a later date. These accounts tend to be the least active of all accounts on file. Government services accounts are...

  • Page 24
    ... TSYS' services are provided through four operating segments: North America Services, International Services, Merchant Services and NetSpend. The Company's North America Services and International Services segments have many long-term customer contracts with card issuers providing account processing...

  • Page 25
    ... application processing, are primarily non-volume related, are only offered to TSYS' processing clients (i.e., indirectly derived from accounts on file). These ancillary products and services, along with offerings such as card production, statement production, managed services, customized reporting...

  • Page 26
    ...growth from existing clients and sales to new clients and the related account conversions. This segment has two major customers. Below is a summary of the International Services segment: Years Ended December 31, 2014 2013 2012 Percent Change 2014 vs. 2013 2013 vs. 2012 (in millions) Total revenues...

  • Page 27
    ... support services to merchant acquirers and merchants. Revenues from merchant services include processing all payment forms including credit, debit, prepaid, electronic benefit transfer and electronic check for merchants of all sizes across a wide array of market verticals. Merchant services...

  • Page 28
    ...use of overdraft features, bill payment options, custom card designs and card-to-card transfers of funds initiated through call centers. The NetSpend segment also earns revenues from a portion of the interchange fees remitted by merchants when cardholders make purchase transactions using their cards...

  • Page 29
    ... the number of active cards that have had a direct deposit load within three months of the date of determination. Gross dollar volume represents the total dollar volume of debit transactions and cash withdrawals made using the prepaid cards the NetSpend segment manages. NetSpend segment revenues...

  • Page 30
    ... NetSpend acquisition. For the years ended December 31, 2014, 2013 and 2012, the Company recorded a translation gain of approximately $142,000 and translation losses of approximately $1.0 million and $2.1 million, respectively, related to intercompany loans and foreign denominated cash and accounts...

  • Page 31
    ... Consolidated Financial Statements for more information on equity investments. Discontinued Operations TSYS sold its Japan-based operations during 2014 and recorded income from discontinued operations, net of tax, of $48.7 million, $2.1 million and $1.0 million for 2014, 2013 and 2012, respectively...

  • Page 32
    ... business, manage budgets and allocate resources. The following tables provide a reconciliation of GAAP to non-GAAP financial measures: Revenues Before Reimbursable Items and Operating Margin Excluding Reimbursable Items (in thousands except per share data) Years Ended December 31, 2014 2013 2012...

  • Page 33
    Adjusted Earnings Per Share (in thousands except per share data) Years Ended December 31, 2014 2013 2012 Income from continuing operations attributable to TSYS common shareholders As reported (GAAP) ...Adjust for amounts attributable to TSYS common shareholders (net of taxes): Acquisition ...

  • Page 34
    ...acquisitions, internally developed computer software and licensed computer software from vendors. Contract Acquisition Costs TSYS makes cash payments for processing rights, third-party development costs and other direct salary-related costs in connection with converting new customers to the Company...

  • Page 35
    ... cash disposed in connection with this transaction. Refer to Note 2 in the Consolidated Financial Statements for more information on discontinued operations. Cash Flows from Financing Activities (in thousands) Years Ended December 31, 2014 2013 2012 Repurchase of common stock under plans and tax...

  • Page 36
    ... Financial Statements for more information on the long-term debt financing and acquisitions. Financing In connection with the NetSpend acquisition, the Company obtained commitments for a $1.2 billion 364-day bridge term loan facility. In May, 2013 the Company closed the bridge term loan and...

  • Page 37
    ... million in 2014, 2013 and 2012, respectively. Refer to Notes 19 and 23 in the Consolidated Financial Statements for more information on share-based compensation and significant noncash transactions. Additional Cash Flow Information Off-Balance Sheet Financing TSYS uses various operating leases in...

  • Page 38
    ...income taxes. The Company is not able to reasonably estimate the amount by which the liability will increase or decrease over time; however, at this time, the Company does not expect any significant changes related to these obligations within the next twelve months. Foreign Operations TSYS operates...

  • Page 39
    ...and other complaints; (vii) TSYS' expectation with respect to certain tax matters; (viii) the Board's intention to continue to pay cash dividends, and the assumptions underlying such statements. In addition, certain statements in future filings by TSYS with the Securities and Exchange Commission, in...

  • Page 40
    ... result in costly new compliance burdens on TSYS and its clients and lead to a decrease in the volume and/or number of transactions processed or limit the types and amounts of fees that can be charged to customers; successfully managing the potential both for patent protection and patent liability...

  • Page 41
    ... (Note 10) ...Contract acquisition costs, net of accumulated amortization of $276.1 million and $251.8 million as of 2014 and 2013, respectively (Note 11) ...Equity investments, net (Note 12) ...Deferred income tax assets (Note 15) ...Other assets ...Long-term assets of discontinued operations (Note...

  • Page 42
    Consolidated Statements of Income (in thousands, except per share data) Years Ended December 31, 2014 2013 2012 Total revenues ...Cost of services ...Selling, general and administrative expenses ...Merger and acquisition expenses ...Total operating expenses ...Operating income ...Nonoperating ...

  • Page 43
    ..., 2014 2013 2012 Net income ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ...Less reclassifications of foreign currency translation adjustments to net income ...Total foreign currency translation adjustments ...Postretirement healthcare plan adjustments...

  • Page 44
    ... shareholders ...Debt issuance costs ...Proceeds from long-term borrowings ...Excess tax benefit from share-based payment arrangements ...Proceeds from exercise of stock options ...Net cash (used in) provided by financing activities ...Cash and cash equivalents: Effect of exchange rate changes...

  • Page 45
    ...Tax benefits associated with share-based compensation ...Balance as of December 31, 2012 ...Net income ...Other comprehensive income (Note 21) ...Replacement share-based awards issued in connection with acquisition (Note 19) ...Common stock issued from treasury shares for exercise of stock options...

  • Page 46
    ... Accounting Policies BUSINESS: Total System Services, Inc.'s (TSYS' or the Company's) revenues are derived from providing payment processing, merchant services and related payment services to financial and nonfinancial institutions, generally under long-term processing contracts. The Company...

  • Page 47
    ... using the straight-line method over their estimated useful lives which range from three to ten years. Software licensed under MIPS agreements is amortized using a units-of-production basis over the estimated useful life of the software, generally not to exceed ten years. At each balance sheet date...

  • Page 48
    ... payments for rights to provide processing services. The Company capitalizes internal conversion costs in accordance with GAAP. All costs incurred prior to a signed agreement are expensed as incurred. Contract acquisition costs are amortized using the straight-line method over the expected customer...

  • Page 49
    ... OF LONG-LIVED ASSETS: The Company reviews long-lived assets, such as property and equipment and intangibles subject to amortization, including contract acquisition costs and certain computer software, for impairment whenever events or changes in circumstances indicate that the carrying amount of...

  • Page 50
    ... customer by the card-issuing bank and charged to the merchant. If the merchant is unable to fund the refund, TSYS must do so. TSYS also bears the risk of reject losses arising from the fact that TSYS collects fees from its merchants on the first day after the monthly billing period. If the merchant...

  • Page 51
    ... benefits transfer and check truncation for merchants of all sizes across a wide array of retail market segments. The products and services offered include authorization and capture of electronic transactions, clearing and settlement of electronic transactions, information reporting services related...

  • Page 52
    ...and services offered in connection with certain GPR cards, including the use of overdraft features, a variety of bill payment options, custom card designs and card-to-card transfers of funds initiated through the call centers. Other-Cardholders are charged fees in connection with the acquisition and...

  • Page 53
    ...the Company's clients. These expenses consist primarily of postage, access fees and third party software. SHARE-BASED COMPENSATION: GAAP establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions...

  • Page 54
    ...the advertising takes place except for direct-response advertising and television advertising production costs. Direct-response advertising consists of commission paid to affiliate marketers for the new funded customer accounts generated by them. Direct-response advertising costs are capitalized and...

  • Page 55
    ...2013 and 2012 financial statements to conform to the presentation adopted in 2014. Note 2 Discontinued Operations In accordance with GAAP, the Company determined its Japan-based businesses became discontinued operations in the first quarter of 2014. The Company sold all of its stock of GP Network...

  • Page 56
    ...and has monthly interest payments. The lender in this transaction is Merchants Limited, who has a noncontrolling interest in TSYS Managed Services. Refer to Note 13 for more information regarding this loan. The Company provides electronic payment processing and other services to the Company's equity...

  • Page 57
    ... an agreement where TSYS de México provides processing support to the Company. Note 5 Cash and Cash Equivalents Cash and cash equivalent balances as of December 31, 2014 and 2013 are summarized as follows: (in thousands) 2014 2013 Cash and cash equivalents in domestic accounts ...Cash and cash...

  • Page 58
    ... 31, 2014 and 2013 are as follows: (in thousands) North America Services International Services Merchant Services NetSpend Consolidated Balance as of December 31, 2012 ...NetSpend purchase price allocation ...ProPay purchase price allocation ...Currency translation adjustments ...Balance as of...

  • Page 59
    ... 6,250 786 $481,419 Amortization related to other intangible assets, which is recorded in selling, general and administrative expenses, was $77.3 million, $50.0 million and $16.6 million for 2014, 2013 and 2012, respectively. The weighted average useful life for each component of other intangible...

  • Page 60
    ... of NetSpend. Refer to Note 24 for more information on this acquisition. Amortization expense includes amounts for computer software acquired under capital lease. The Company had the following amortization expense related to computer software for the years ended December 31, 2014, 2013 and 2012: (in...

  • Page 61
    ... Costs Acquisition Technology Intangibles (in thousands) 2015 2016 2017 2018 2019 ... $41,956 31,960 21,326 11,017 6,097 25,334 18,919 13,770 7,689 1,568 16,670 15,202 13,718 11,243 11,243 Note 10 Property and Equipment, net Property and equipment balances as of December 31, 2014 and 2013...

  • Page 62
    ... to contract acquisition cost for the years ended December 31, 2014, 2013 and 2012 are as follows: (in thousands) 2014 2013 2012 Amortization expense related to: Conversion costs ...Payments for processing rights ... $17,816 16,209 19,515 13,099 24,014 13,290 The weighted average useful life for...

  • Page 63
    ...has monthly interest payments. The lender in this transaction is Merchants Limited, who has a noncontrolling interest in TSYS Managed Services. The balance as of December 31, 2014 was $1.4 million. In September 2014, the Company entered into a $13.6 million financing agreement for perpetual software...

  • Page 64
    ... The Company used the net proceeds of the Transaction to pay a portion of the $1.4 billion purchase price of the Company's acquisition of NetSpend and related fees and expenses. The Notes were issued pursuant to an Indenture dated as of May 22, 2013 between the Company and Wells Fargo Bank, National...

  • Page 65
    ...in order to conform certain provisions of the Existing Credit Agreement to the Credit Agreement for the Term Loan. On July 1, 2013, an additional $100.0 million was used as funding in the NetSpend Merger. As of December 31, 2014, there was no outstanding balance on the Revolver. The Credit Agreement...

  • Page 66
    ... statement carrying amounts and tax bases of assets and liabilities. The components of income tax expense included in the Consolidated Statements of Income were as follows: Years Ended December 31, 2014 2013 2012 (in thousands) Current income tax expense: Federal ...State ...Foreign ...Total...

  • Page 67
    ... assets ...Less valuation allowance for deferred income tax assets ...Net deferred income tax assets ...Deferred income tax liabilities: Excess tax over financial statement depreciation ...Computer software development costs ...Purchase accounting adjustments ...Foreign currency translation ...Other...

  • Page 68
    ..., TSYS considers foreign earnings related to these foreign operations to be permanently reinvested. No provision for U.S. federal and state incomes taxes has been made in the consolidated financial statements for those non-U.S. subsidiaries whose earnings are considered to be reinvested. The amount...

  • Page 69
    ... under all operating leases in 2014, 2013 and 2012 was $105.2 million, $93.4 million and $95.2 million, respectively. CONTRACTUAL COMMITMENTS: In the normal course of its business, the Company maintains long-term processing contracts with its clients. These processing contracts contain commitments...

  • Page 70
    ...purported class action complaints generally allege that the various merchant processor defendants, including ProPay, knowingly furthered the improper activities of Telexfree with knowledge that Telexfree did not have legitimate business operations. Telexfree filed for bankruptcy protection in Nevada...

  • Page 71
    .... As of December 31, 2014 and 2013, the Company's reserves for the losses it estimates will arise from processing customer transactions, debit card overdrafts, chargebacks for unauthorized card use and merchant-related chargebacks due to non-delivery of goods or services was $6.3 million and...

  • Page 72
    ... of employee contributions. The funds are used to purchase presently issued and outstanding shares of TSYS common stock on the open market at fair market value for the benefit of participants. The Company's contributions to the plans charged to expense for the years ended December 31, 2014, 2013 and...

  • Page 73
    ... performance shares, cash-based awards, and other stock-based awards. All stock options must have a maximum life of no more than ten years from the date of grant. The exercise price will not be less than 100% of the fair market value of TSYS' common stock at the time of grant. Any shares related to...

  • Page 74
    ...Board of Directors were fully vested on the date of grant. On July 1, 2013, the Company issued 870,361 shares of TSYS common stock as nonvested stock replacement awards with a market value of $21.5 million as part of the NetSpend acquisition. The nonvested stock bonus awards to employees of NetSpend...

  • Page 75
    ... market price of TSYS common stock. The Company estimates the probability of achieving the goals through the performance period and expenses the award on a straight-line basis. Compensation costs related to these performance shares are expected to be recognized until the end of 2015. In March 2012...

  • Page 76
    ... of the total purchase price of the NetSpend acquisition. Refer to Note 24. Stock Option Awards During 2014, 2013 and 2012, the Company granted stock options to key TSYS executive officers and nonmanagement members of its Board of Directors. The grants to key TSYS executive officers were issued for...

  • Page 77
    ... operating section in the Statement of Cash Flows. The Company has elected to use the short-cut method to calculate its historical pool of windfall tax benefits. As of December 31, 2014, there was approximately $5.7 million of total unrecognized compensation cost related to TSYS stock options that...

  • Page 78
    ...dollar amount of the income tax liability from each exercise is converted into TSYS shares and withheld at the statutory minimum. The shares are added to the treasury account and TSYS remits funds to the Internal Revenue Service to settle the tax liability. During 2014 and 2013, the Company acquired...

  • Page 79
    ...processing and other services to card-issuing and merchant acquiring institutions in the United States and internationally through online accounting and electronic payment processing systems. Corporate expenses, such as finance, legal, human resources, mergers and acquisitions and investor relations...

  • Page 80
    ... of 2014. The information utilized by the CODM consists of the financial statements and the main metrics monitored are revenue growth and growth in profitability. Upon completion of the NetSpend acquisition in 2013, the CODM implemented a new metric called adjusted segment operating income in order...

  • Page 81
    ...2014 2013 2012 Revenues before reimbursable items North America Services ...International Services ...Merchant Services ...NetSpend ...Intersegment revenues ...Revenues before reimbursable items from external customers ...Total revenues North America Services ...International Services ...Merchant...

  • Page 82
    ... tables reconcile segment external revenue to revenues by geography for the years ended December 31: 2014 North America Services International Services Merchant Services NetSpend Total % (in millions) United States ...$ 778.8 Europe1 ...0.8 Canada ...290.2 Mexico ...16.2 Other1 ...16.3 Total...

  • Page 83
    ... prepaid debit and payroll cards and related financial services to underbanked and other consumers in the U.S. The acquisition complements the Company's existing presence in the prepaid processing space. The results of the newly acquired business are being reported by TSYS as a new operating segment...

  • Page 84
    ... related to services rendered prior to the business combination. The goodwill amount of $1.0 billion arising from the acquisition consists largely of expansion of customer base, differentiation in market opportunity and economies of scale expected from combining the operations of TSYS and NetSpend...

  • Page 85
    ... but not limited to, anticipated cost savings from operating synergies. The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are (1) directly related to the business combination; (2) factually supportable; and (3) expected to...

  • Page 86
    ... costs related to the integration of NetSpend into TSYS. • 2012 On December 26, 2012, TSYS completed its acquisition of ProPay for $123.7 million. ProPay previously operated as a privately-held company, and offers simple, secure and affordable payment solutions for organizations ranging from...

  • Page 87
    ... million. The maximum amount of contingent consideration returnable to the Company related to fundamental representations and warranties made by the Seller is limited to the purchase price. Identifiable intangible assets acquired in the acquisitions had no significant estimated residual value. These...

  • Page 88
    ... estimated to be approximately $22.5 million. The Company did not accrete any changes to the redemption value as the balance as of December 31, 2014 exceeded the accretion fair value amount. Pro forma Results of Operations The pro forma revenue and earnings of TSYS' acquisitions other than NetSpend...

  • Page 89
    ... common shares for the years ended December 31, 2014, 2013 and 2012, respectively, because their inclusion would have been anti-dilutive. Note 27 Subsequent Events In the first quarter of 2015, TSYS completed the conversion of Bank of America's consumer card portfolio from its in-house processing...

  • Page 90
    ...management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal...

  • Page 91
    ... unauthorized use or disposition, transactions are executed in accordance with management's authorization and accounting records are reliable for preparing financial statements in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting...

  • Page 92
    ...the present intention of the Board of Directors of TSYS to continue to pay cash dividends on its common stock. Presented here is a summary of the unaudited quarterly financial data for the years ended December 31, 2014 and 2013. (in thousands, except per share data) 2014 Revenues ...Operating income...

  • Page 93
    ... of all dividends). COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among TSYS, the S&P 500 Index, and the S&P Systems Software Index $250 $200 $150 $100 $50 $0 2009 2010 TSYS 2009 2011 2012 S&P 500 2013 S&P SS 2012 2013 2014 2010 2011 2014 TSYS S&P 500 S&P SS $100.00 $100.00 $100.00...

  • Page 94
    ...services industry. Shares are sold weekly, or more often if volume dictates. Form 10-K A copy of the company's 2014 Annual Report on Form 10-K, filed with the Securities and Exchange Commission, is available at no charge upon written request to Investor Relations at the address below: TSYS Investor...

  • Page 95
    ... 80 countries. Through NetSpend®, A TSYS Company, we empower consumers with the convenience, security, and freedom to be self-banked. TSYS offers issuer services and merchant payment acceptance for credit, debit, prepaid, healthcare and business solutions. TSYS' headquarters are located in Columbus...