| One TSYS Way | James B. Lipham | |
| Post Office Box 1755 | Senior Executive Vice President & | |
| Columbus, GA 31902-1755 | Chief Financial Officer | |
| +1.706.649.2262 tel |
June 9, 2014
Mr. Patrick Gilmore
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Total System Services, Inc. |
| Form 10-K for the Fiscal Year Ended December 31, 2013 |
| Filed February 25, 2014 |
| Form 10-Q for the Fiscal Quarter Ended March 31, 2014 |
| Filed May 8, 2014 |
| File No. 001-10254 |
Dear Mr. Gilmore:
This letter is written in response to your Letter of Comment dated June 5, 2014 with respect to TSYS’ Annual Report on Form 10-K for the year ended December 31, 2013 and Form 10-Q for the three months ended March 31, 2014. For your convenience the Staff’s comment has been incorporated verbatim below and the Company’s response immediately follows the comment.
Form 10-Q for the Fiscal Quarter Ended March 31, 2014
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Non-GAAP Measures, page 28
| 1. | In your adjusted EBITDA, adjusted cash earnings and adjusted cash earnings per share measures you add back NetSpend merger and acquisition expenses and label them as non-recurring. It appears the nature of merger and acquisition expenses are not non-recurring as you have completed other acquisitions within the past two years. Please confirm to us that you will not refer to these items as non-recurring in future filings or explain to us why such a description is appropriate. We refer you to Item 10(e)(1)(ii)(B) of Regulation S-K and Question 102.03, in the Non-GAAP Financial Measures section of our Compliance and Disclosure Interpretations. |
Page Two
Mr. Patrick Gilmore
June 9, 2014
TSYS will not refer to these items as non-recurring in future filings.
If you have any questions or wish to discuss any of our responses, please contact me at 706-649-2262.
| Sincerely, |
| /s/ James B. Lipham |
James B. Lipham Senior Executive Vice President and Chief Financial Officer |