Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 18, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TSS | ||
Entity Registrant Name | TOTAL SYSTEM SERVICES INC | ||
Entity Central Index Key | 721683 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 185,053,781 | ||
Entity Public Float | $5,670,370,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents (Note 5) | $289,183 | $247,700 |
Accounts receivable, net of allowances for doubtful accounts and billing adjustments of $5.2 million and $3.4 million as of 2014 and 2013, respectively | 283,203 | 255,773 |
Deferred income tax assets (Note 15 | 15,190 | 14,158 |
Prepaid expenses and other current assets (Note 6) | 98,974 | 95,109 |
Current assets of discontinued operations (Note 2) | 4,003 | 41,193 |
Total current assets | 690,553 | 653,933 |
Goodwill (Note 7) | 1,547,397 | 1,541,574 |
Other intangible assets, net of accumulated amortization of $181.9 million and $105.4 million as of 2014 and 2013, respectively (Note 8) | 404,107 | 481,419 |
Computer software, net of accumulated amortization of $613.3 million and $536.4 million as of 2014 and 2013, respectively (Note 9) | 366,148 | 363,880 |
Property and equipment, net of accumulated depreciation and amortization of $423.2 million and $391.5 million as of 2014 and 2013, respectively (Note 10) | 290,585 | 259,968 |
Contract acquisition costs, net of accumulated amortization of $276.1 million and $251.8 million as of 2014 and 2013, respectively (Note 11) | 236,305 | 184,828 |
Equity investments, net (Note 12) | 100,468 | 94,133 |
Deferred income tax assets (Note 15) | 7,002 | 3,972 |
Other assets | 91,016 | 87,146 |
Long-term assets of discontinued operations (Note 2) | 15,715 | |
Total assets | 3,733,581 | 3,686,568 |
Current liabilities: | ||
Accounts payable | 48,793 | 33,651 |
Current portion of long-term borrowings (Note 13) | 43,784 | 34,257 |
Accrued salaries and employee benefits | 38,001 | 38,339 |
Current portion of obligations under capital leases (Note 13) | 7,127 | 22,662 |
Other current liabilities (Note 14) | 154,805 | 159,170 |
Current liabilities of discontinued operations (Note 2) | 4,003 | 9,136 |
Total current liabilities | 296,513 | 297,215 |
Long-term borrowings, excluding current portion (Note 13) | 1,398,132 | 1,428,251 |
Deferred income tax liabilities (Note 15) | 211,820 | 228,727 |
Obligations under capital leases, excluding current portion (Note 13) | 6,974 | 7,500 |
Other long-term liabilities | 98,006 | 81,600 |
Long-term liabilities of discontinued operations (Note 2) | 1,197 | |
Total liabilities | 2,011,445 | 2,044,490 |
Redeemable noncontrolling interest in consolidated subsidiary | 22,492 | 39,652 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity: | ||
Common stock - $0.10 par value. Authorized 600,000 shares; 202,775 and 202,790 issued as of 2014 and 2013, respectively; 184,939 and 187,717 outstanding as of 2014 and 2013, respectively | 20,278 | 20,279 |
Additional paid-in capital | 171,270 | 165,841 |
Accumulated other comprehensive income, net | -11,926 | 3,749 |
Treasury stock, at cost (17,836 and 15,073 shares as of 2014 and 2013, respectively) | -453,230 | -326,996 |
Retained earnings | 1,966,370 | 1,718,204 |
Total shareholders' equity | 1,692,762 | 1,581,077 |
Noncontrolling interests in consolidated subsidiaries | 6,882 | 21,349 |
Total equity | 1,699,644 | 1,602,426 |
Total liabilities and equity | $3,733,581 | $3,686,568 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts and billing adjustments | $5,200 | $3,400 |
Other intangible assets, accumulated amortization | 181,900 | 105,400 |
Computer software, accumulated amortization | 613,266 | 536,396 |
Property and equipment, accumulated depreciation and amortization | 423,196 | 391,453 |
Contract acquisition costs, accumulated amortization | 181,928 | 105,428 |
Common stock, par value | $0.10 | $0.10 |
Common stock, Authorized | 600,000 | 600,000 |
Common stock, issued | 202,775 | 202,790 |
Common stock, outstanding | 184,939 | 187,717 |
Treasury stock, shares | 17,836 | 15,073 |
Contract Acquisition Costs | ||
Contract acquisition costs, accumulated amortization | $276,100 | $251,800 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Total revenues | $2,446,877 | $2,064,305 | $1,793,557 | |||
Cost of services | 1,668,892 | 1,369,438 | 1,189,341 | |||
Selling, general and administrative expenses | 343,128 | 298,147 | 247,597 | |||
Merger and acquisition expenses | 3,217 | 14,220 | 1,650 | |||
Total operating expenses | 2,015,237 | 1,681,805 | 1,438,588 | |||
Operating income | 431,640 | 382,500 | 354,969 | |||
Nonoperating expenses, net | -763 | -804 | -2,096 | |||
Merger and acquisition expenses-bridge loan facility and financings | -37,948 | -29,220 | ||||
Income before income taxes and equity in income of equity investments | 392,929 | 352,476 | 352,873 | |||
Income taxes (Note 15) | 129,761 | 110,981 | 114,116 | |||
Income before equity in income of equity investments | 263,168 | 241,495 | 238,757 | |||
Equity in income of equity investments, net of tax (Note 12) | 17,583 | 13,047 | 10,171 | |||
Income from continuing operations, net of tax | 280,751 | 254,542 | 248,928 | |||
Income from discontinued operations, net of tax | 48,655 | 2,055 | 995 | |||
Net income | 329,406 | 256,597 | 249,923 | |||
Net income attributable to noncontrolling interests | -6,534 | -11,847 | -5,643 | |||
Net income | 322,872 | 244,750 | 244,280 | |||
Basic earnings per share (EPS) attributable to TSYS common shareholders (Note 26) | ||||||
Income from continuing operations to TSYS common shareholders | $1.48 | $1.31 | $1.31 | |||
Gain (loss) from discontinued operations to TSYS common shareholders | $0.26 | ($0.01) | ($0.02) | |||
Net income attributable to TSYS common shareholders | $1.73 | [1] | $1.30 | [1] | $1.30 | [1] |
Diluted EPS attributable to TSYS common shareholders (Note 26) | ||||||
Income from continuing operations to TSYS common shareholders | $1.47 | $1.30 | $1.31 | |||
Gain (loss) from discontinued operations to TSYS common shareholders | $0.25 | ($0.01) | ($0.02) | |||
Net Income attributable to TSYS common shareholders | $1.72 | [1] | $1.29 | [1] | $1.29 | [1] |
Amounts attributable to TSYS common shareholders: | ||||||
Income from continuing operations | 275,216 | 246,893 | 247,149 | |||
Gain (loss) from discontinued operations | 47,656 | -2,143 | -2,869 | |||
Net income | $322,872 | $244,750 | $244,280 | |||
[1] | EPS amounts may not total due to rounding |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net income | $329,406 | $256,597 | $249,923 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | -19,531 | -4,081 | 2,183 |
Less reclassifications of foreign currency translation adjustments to net income | 3,514 | ||
Total foreign currency translation adjustments | -16,017 | -4,081 | 2,183 |
Postretirement healthcare plan adjustments | 589 | 1,895 | -1,666 |
Unrealized gain (loss) on available-for-sale securities | -668 | 1,773 | |
Other comprehensive income (loss) | -16,096 | -413 | 517 |
Comprehensive income | 313,310 | 256,184 | 250,440 |
Comprehensive income attributable to noncontrolling interests | 6,113 | 9,092 | 4,307 |
Comprehensive income attributable to TSYS common shareholders | $307,197 | $247,092 | $246,133 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $329,406 | $256,597 | $249,923 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 248,018 | 205,351 | 170,610 |
Provisions for fraud and other losses | 38,381 | 11,912 | |
Share-based compensation | 30,790 | 28,933 | 18,621 |
Charges for transaction processing provisions | 9,468 | 7,458 | 2,803 |
Dividends received from equity investments | 9,189 | 8,595 | 7,524 |
Provisions for bad debt expenses and billing adjustments | 2,823 | 2,000 | 1,054 |
Amortization of debt issuance costs | 1,817 | 7,269 | 298 |
Loss on foreign currency | 999 | 1,027 | 2,012 |
Amortization of bond discount | 383 | 225 | |
(Gain) Loss on disposal of equipment, net | -293 | -79 | 324 |
Changes in value of private equity investments | -793 | -966 | -898 |
Excess tax benefit from share-based payment arrangements | -7,185 | -3,528 | -1,259 |
Deferred income tax (benefit) expense | -8,963 | 26,945 | 285 |
Equity in income of equity investments | -17,583 | -13,047 | -10,171 |
Gain on disposal of subsidiaries | -86,961 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | -33,406 | -8,667 | 2,855 |
Prepaid expenses, other current assets and other long-term assets | -10,525 | -571 | -2,945 |
Accrued salaries and employee benefits | 414 | -403 | -7,083 |
Accounts payable | 8,765 | -52,042 | 37,206 |
Other current liabilities and other long-term liabilities | 45,457 | -24,611 | -15,406 |
Net cash provided by operating activities | 560,201 | 452,398 | 455,753 |
Cash flows from investing activities: | |||
Additions to contract acquisition costs | -88,871 | -55,965 | -34,384 |
Purchases of property and equipment | -75,913 | -40,598 | -31,395 |
Additions to internally developed computer software | -41,501 | -33,600 | -19,285 |
Cash used in acquisitions, net of cash acquired | -38,584 | -1,314,660 | -188,698 |
Additions to licensed computer software from vendors | -29,638 | -63,635 | -33,001 |
Purchase of private equity investments | -3,291 | -1,378 | -3,031 |
Proceeds from insurance recovery for loss on disposal | 6,212 | ||
Proceeds from dispositions, net of expenses paid and cash disposed | 44,979 | ||
Net cash used in investing activities | -226,607 | -1,509,836 | -309,794 |
Cash flows from financing activities: | |||
Repurchase of common stock under plans and tax withholding | -170,516 | -103,857 | -74,939 |
Dividends paid on common stock | -74,796 | -56,510 | -94,035 |
Principal payments on long-term borrowings and capital lease obligations | -69,939 | -166,805 | -200,052 |
Purchase of noncontrolling interests | -37,500 | ||
Subsidiary dividends paid to noncontrolling shareholders | -7,172 | -7,321 | -2,797 |
Debt issuance costs | -13,573 | -2,073 | |
Proceeds from long-term borrowings | 1,396 | 1,395,661 | 150,000 |
Excess tax benefit from share-based payment arrangements | 7,185 | 3,528 | 1,259 |
Proceeds from exercise of stock options | 34,869 | 40,691 | 9,672 |
Net cash (used in) provided by financing activities | -316,473 | 1,091,814 | -212,965 |
Cash and cash equivalents: | |||
Effect of exchange rate changes on cash and cash equivalents | -6,168 | -3,758 | -1,719 |
Net increase (decrease) in cash and cash equivalents | 10,953 | 30,618 | -68,725 |
Cash and cash equivalents at beginning of period | 278,230 | 247,612 | 316,337 |
Cash and cash equivalents at end of period | 289,183 | 278,230 | 247,612 |
Less cash and cash equivalents of discontinued operations at end of period | -30,530 | -23,353 | |
Cash and cash equivalents of continued operations at end of period | 289,183 | 247,700 | 224,259 |
Supplemental cash flow information: | |||
Interest paid | 40,969 | 23,157 | 2,952 |
Income taxes paid, net | $135,770 | $80,033 | $106,778 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Equity (USD $) | Total | Redeemable Noncontrolling Interests | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Noncontrolling Interests |
In Thousands | ||||||||
Beginning Balance at Dec. 31, 2011 | $1,321,009 | $20,186 | $125,948 | ($445) | ($225,034) | $1,380,634 | $19,720 | |
Beginning Balance (in shares) at Dec. 31, 2011 | 201,860 | |||||||
Net income | 248,418 | 1,505 | 244,280 | 4,138 | ||||
Other comprehensive income | 517 | 1,853 | -1,336 | |||||
Common stock issued from treasury shares for exercise of stock options (Note 19) | 9,991 | -2,386 | 12,377 | |||||
Common stock issued for nonvested awards (Note 19) (in shares) | 611 | |||||||
Common stock issued for nonvested awards (Note 19) | 61 | -61 | ||||||
Common stock issued from treasury shares for nonvested awards (Note 19) | -628 | 628 | ||||||
Share-based compensation (Note 19) | 18,623 | 18,623 | ||||||
Cash dividends declared ($0.40 per share) | -75,851 | -75,851 | ||||||
Purchase of treasury shares (Note 20) | -75,272 | -75,272 | ||||||
Subsidiary dividends paid to noncontrolling interests | -2,797 | -2,797 | ||||||
Fair value of noncontrolling interest | 38,000 | |||||||
Tax benefits associated with share-based compensation | 297 | 297 | ||||||
Ending Balance at Dec. 31, 2012 | 1,444,935 | 39,505 | 20,247 | 141,793 | 1,408 | -287,301 | 1,549,063 | 19,725 |
Ending Balance (in shares) at Dec. 31, 2012 | 202,471 | |||||||
Net income | 250,081 | 6,515 | 244,750 | 5,331 | ||||
Other comprehensive income | -413 | 2,341 | -2,754 | |||||
Replacement share-based awards issued in connection with acquisition (Note 19) | 15,556 | -1,167 | 16,723 | |||||
Common stock issued from treasury shares for exercise of stock options (Note 19) | 40,691 | -700 | 41,391 | |||||
Common stock issued for nonvested awards (Note 19) (in shares) | 319 | |||||||
Common stock issued for nonvested awards (Note 19) | 32 | -32 | ||||||
Common stock issued from treasury shares for nonvested awards (Note 19) | -5,747 | 5,747 | ||||||
Share-based compensation (Note 19) | 28,972 | 28,972 | ||||||
Common stock issued from treasury shares for dividend equivalents (Note 19) | 498 | 36 | 301 | 161 | ||||
Cash dividends declared ($0.40 per share) | -75,770 | -75,770 | ||||||
Purchase of treasury shares (Note 20) | -103,857 | -103,857 | ||||||
Subsidiary dividends paid to noncontrolling interests | -953 | -6,368 | -953 | |||||
Tax benefits associated with share-based compensation | 2,686 | 2,686 | ||||||
Ending Balance at Dec. 31, 2013 | 1,602,426 | 39,652 | 20,279 | 165,841 | 3,749 | -326,996 | 1,718,204 | 21,349 |
Ending Balance (in shares) at Dec. 31, 2013 | 202,790 | |||||||
Net income | 324,756 | 4,650 | 322,872 | 1,884 | ||||
Other comprehensive income | -16,096 | -15,675 | -421 | |||||
Common stock issued from treasury shares for exercise of stock options (Note 19) | 34,869 | 1,955 | 32,914 | |||||
Common stock unissued due to forfeiture of nonvested awards, Value (in shares) | -15 | |||||||
Common stock unissued due to forfeiture of nonvested awards, Value | -1 | 1 | ||||||
Common stock issued from treasury shares for nonvested awards (Note 19) | -11,142 | 11,142 | ||||||
Share-based compensation (Note 19) | 30,312 | 30,312 | ||||||
Common stock issued from treasury shares for dividend equivalents (Note 19) | 411 | 185 | 226 | |||||
Cash dividends declared ($0.40 per share) | -74,706 | -74,706 | ||||||
Purchase of treasury shares (Note 20) | -170,516 | -170,516 | ||||||
Subsidiary dividends paid to noncontrolling interests | -440 | -6,732 | -440 | |||||
Fair value of noncontrolling interest | -22,422 | -15,078 | -22,422 | |||||
Disposition of noncontrolling interest (Note 2) | -15,490 | -15,490 | ||||||
Tax benefits associated with share-based compensation | 6,540 | 6,540 | ||||||
Ending Balance at Dec. 31, 2014 | $1,699,644 | $22,492 | $20,278 | $171,270 | ($11,926) | ($453,230) | $1,966,370 | $6,882 |
Ending Balance (in shares) at Dec. 31, 2014 | 202,775 |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash dividends declared, per share | $0.40 | $0.40 | $0.40 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Basis of Presentation and Summary of Significant Accounting Policies | Note 1: | Basis of Presentation and Summary of Significant 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 also derives revenues by providing general-purpose reloadable (GPR) prepaid debit cards and payroll cards and alternative financial services to underbanked and other consumers. The Company’s services are provided through the Company’s four operating segments: North America Services, International Services, Merchant Services and NetSpend. | |||
Through the Company’s North America Services and International Services segments, TSYS processes information through its cardholder systems to financial and nonfinancial institutions throughout the United States and internationally. The Company’s North America Services segment provides these services to clients in the United States, Canada, Mexico and the Caribbean. The Company’s International Services segment provides services to clients in Europe, India, Middle East, Africa, Asia Pacific and Brazil. The Company’s Merchant Services segment provides merchant services to merchant acquirers and merchants mainly in the United States. The Company’s NetSpend segment provides services to consumers in the United States. | |||
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: The accompanying consolidated financial statements, which are prepared in accordance with generally accepted accounting principles (GAAP) include the accounts of TSYS and its wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. | |||
RISKS AND UNCERTAINTIES AND USE OF ESTIMATES: Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, lower than anticipated growth from existing clients, an inability to attract new clients and grow internationally, loss of a major customer or other significant client, loss of a major supplier, an inability to grow through acquisitions or successfully integrate acquisitions, an inability to control expenses, technology changes, the impact of the application of and/or changes in accounting principles, financial services consolidation, changes in regulatory requirements, a decline in the use of cards as a payment mechanism, disruption of the Company’s international operations, breach of the Company’s security systems, a decline in the financial stability of the Company’s clients and uncertain economic conditions. Negative developments in these or other risk factors could have a material adverse effect on the Company’s financial position, results of operations and cash flows. | |||
The Company has prepared the accompanying consolidated financial statements in conformity with U.S. GAAP. The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. | |||
ACQUISITIONS — PURCHASE PRICE ALLOCATION: TSYS’ purchase price allocation methodology requires the Company to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. TSYS estimates the fair value of assets and liabilities based upon appraised market values, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Management determines the fair value of fixed assets and identifiable intangible assets such as developed technology or customer relationships, and any other significant assets or liabilities. TSYS adjusts the purchase price allocation, as necessary, up to one year after the acquisition closing date as TSYS obtains more information regarding asset valuations and liabilities assumed. Unanticipated events or circumstances may occur which could affect the accuracy of the Company’s fair value estimates, including assumptions regarding industry economic factors and business strategies, and result in an impairment or a new allocation of purchase price. | |||
Given its history of acquisitions, TSYS may allocate part of the purchase price of future acquisitions to contingent consideration as required by GAAP for business combinations. The fair value calculation of contingent consideration will involve a number of assumptions that are subjective in nature and which may differ significantly from actual results. TSYS may experience volatility in its earnings to some degree in future reporting periods as a result of these fair value measurements. | |||
CASH AND CASH EQUIVALENTS: Cash on hand and investments with a maturity of three months or less when purchased are considered to be cash equivalents. | |||
ACCOUNTS RECEIVABLE: Accounts receivable balances are stated net of allowances for doubtful accounts and billing adjustments. | |||
TSYS records an allowance for doubtful accounts when it is probable that the accounts receivable balance will not be collected. When estimating the allowance for doubtful accounts, the Company takes into consideration such factors as its day-to-day knowledge of the financial position of specific clients, the industry and size of its clients, the overall composition of its accounts receivable aging, prior history with specific customers of accounts receivable write-offs and prior experience of allowances in proportion to the overall receivable balance. This analysis includes an ongoing and continuous communication with its largest clients and those clients with past due balances. A financial decline of any one of the Company’s large clients could have a material adverse effect on collectability of receivables and thus the adequacy of the allowance for doubtful accounts. | |||
Increases in the allowance for doubtful accounts are recorded as charges to bad debt expense and are reflected in selling, general and administrative expenses in the Company’s Consolidated Statements of Income. Write-offs of uncollectible accounts are charged against the allowance for doubtful accounts. | |||
TSYS records an allowance for billing adjustments for actual and potential billing discrepancies. When estimating the allowance for billing adjustments, the Company considers its overall history of billing adjustments, as well as its history with specific clients and known disputes. Increases in the allowance for billing adjustments are recorded as a reduction of revenues in the Company’s Consolidated Statements of Income and actual adjustments to invoices are charged against the allowance for billing adjustments. | |||
UP-FRONT DISTRIBUTOR PAYMENTS: The Company makes up-front contractual payments to third-party distribution partners. The Company assesses each up-front payment to determine whether it meets the criteria of an asset as defined by U.S. GAAP. If these criteria are met, the Company capitalizes the up-front payment and recognizes the capitalized amount as expense ratably over the benefit period, which is generally the contract period. If the contract requires the distributor to perform specific acts (i.e. achieve a sales goal) and no other conditions exist for the distributor to earn or retain the up-front payment, then the Company capitalizes the payment and recognizes it as an expense when the performance conditions have been met. Up-front distributor payments are classified on the Consolidated Balance Sheet as other non-current assets and recorded as a cost of services in the Consolidated Statements of Income. | |||
PROPERTY AND EQUIPMENT: Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over estimated useful lives of 5-40 years, computer and other equipment over estimated useful lives of 2-5 years, and furniture and other equipment over estimated useful lives of 3-15 years. The Company evaluates impairment losses on long-lived assets used in operations in accordance with the provisions of GAAP. All ordinary repairs and maintenance costs are expensed as incurred. Maintenance costs that extend the asset life are capitalized and amortized over the remaining estimated life of the asset. | |||
LICENSED COMPUTER SOFTWARE: The Company licenses software that is used in providing services to clients. Licensed software is obtained through perpetual licenses and site licenses and through agreements based on processing capacity (called “MIPS agreements”). Perpetual and site licenses are amortized 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, the Company evaluates impairment losses on long-lived assets used in operations in accordance with GAAP. | |||
ACQUISITION TECHNOLOGY INTANGIBLES: These identifiable intangible assets are software technology assets resulting from acquisitions. These assets are amortized using the straight-line method over periods not exceeding their estimated useful lives, which range from five to nine years. GAAP requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their residual values, and reviewed for impairment. Acquisition technology intangibles’ net book values are included in computer software, net in the accompanying balance sheets. Amortization expenses are charged to cost of services in the Company’s Consolidated Statements of Income. | |||
SOFTWARE DEVELOPMENT COSTS: Software development costs are capitalized once technological feasibility of the software product has been established. Costs incurred prior to establishing technological feasibility are expensed as incurred. Technological feasibility is established when the Company has completed a detailed program design and has determined that a product can be produced to meet its design specifications, including functions, features and technical performance requirements. Capitalization of costs ceases when the product is generally available to clients. At each balance sheet date, the Company evaluates the unamortized capitalized costs of software development as compared to the net realizable value of the software product which is determined by future undiscounted net cash flows. The amount by which the unamortized software development costs exceed the net realizable value is written off in the period that such determination is made. Software development costs are amortized using the straight-line method over its estimated useful life, which ranges from three to ten years. | |||
The Company also develops software that is used internally. These software development costs are capitalized in accordance with GAAP. Internal-use software development costs are capitalized once: (1) the preliminary project stage is completed, (2) management authorizes and commits to funding a computer software project, and (3) it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred prior to meeting the qualifications are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Internal-use software development costs are amortized using the straight-line method over its estimated useful life which ranges from three to ten years. Software development costs may become impaired in situations where development efforts are abandoned due to the viability of the planned project becoming doubtful or due to technological obsolescence of the planned software product. | |||
CONTRACT ACQUISITION COSTS: The Company capitalizes contract acquisition costs related to signing or renewing long-term contracts and costs related to cash 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 relationship (contract term) beginning when the client’s cardholder accounts are converted and producing revenues. The amortization of contract acquisition costs associated with cash payments for client incentives is included as a reduction of revenues in the Company’s Consolidated Statements of Income. The amortization of contract acquisition costs associated with conversion activity is recorded as cost of services in the Company’s Consolidated Statements of Income. | |||
The Company evaluates the carrying value of contract acquisition costs associated with each customer for impairment on the basis of whether these costs are fully recoverable from either contractual minimum fees (contractual costs) or from expected undiscounted net operating cash flows of the related contract (cash incentives paid). The determination of expected undiscounted net operating cash flows requires management to make estimates. These costs may become impaired with the loss of a contract, the financial decline of a client, termination of conversion efforts after a contract is signed, diminished prospects for current clients or if the Company’s actual results differ from its estimates of future cash flows. The amount of the impairment is written off in the period that such a determination is made. | |||
EQUITY INVESTMENTS: TSYS’ 49% investment in Total System Services de México, S.A. de C.V. (TSYS de México), an electronic payment processing support operation located in Toluca, Mexico, is accounted for using the equity method of accounting, as is TSYS’ 44.56% investment in China UnionPay Data Co., Ltd. (CUP Data) headquartered in Shanghai, China. TSYS’ equity investments are recorded initially at cost and subsequently adjusted for equity in earnings, cash contributions and distributions, and foreign currency translation adjustments. | |||
GOODWILL: Goodwill results from the excess of cost over the fair value of net assets of businesses acquired. | |||
Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. | |||
Equity investment goodwill, which is not reported as goodwill in the Company’s Consolidated Balance Sheet, but is reported as a component of the equity investment, was $51.4 million as of December 31, 2014. | |||
OTHER INTANGIBLE ASSETS: Identifiable intangible assets relate primarily to customer relationships, databases, channel relationships, covenants-not-to-compete, trade names and trade associations resulting from acquisitions. These identifiable intangible assets are amortized using the straight-line method over periods not exceeding the estimated useful lives, which range from three to ten years. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with GAAP. Amortization expenses are charged to selling, general and administrative expenses in the Company’s Consolidated Statements of Income. | |||
FAIR VALUES OF FINANCIAL INSTRUMENTS: The Company uses financial instruments in the normal course of its business. The carrying values of cash equivalents, accounts receivable, accounts payable, accrued salaries and employee benefits, and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities. The fair value of the Company’s long-term debt and obligations under capital leases is not significantly different from its carrying value. | |||
Investments in equity investments are accounted for using the equity method of accounting and pertain to privately held companies for which fair value is not readily available. The Company believes the fair values of its investments in equity investments exceed their respective carrying values. | |||
IMPAIRMENT 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 an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If upon a triggering event the Company determines that the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. | |||
TRANSACTION PROCESSING PROVISIONS: The Company has recorded an accrual for contract contingencies (performance penalties) and processing errors. A significant number of the Company’s contracts with large clients contain service level agreements which can result in TSYS incurring performance penalties if contractually required service levels are not met. When providing for these accruals, the Company takes into consideration such factors as the prior history of performance penalties and processing errors incurred, actual contractual penalties inherent in the Company’s contracts, progress towards milestones and known processing errors not covered by insurance. | |||
These accruals are included in other current liabilities in the accompanying Consolidated Balance Sheets. Increases and decreases in transaction processing provisions are charged to cost of services in the Company’s Consolidated Statements of Income, and payments or credits for performance penalties and processing errors are charged against the accrual. | |||
CARDHOLDERS’ RESERVE: The Company is exposed to losses due to cardholder fraud, payment defaults and other forms of cardholder activity as well as losses due to non-performance of third parties who receive cardholder funds for transmittal to the 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 chargebacks due to non-delivery of goods and services. These reserves are established based upon historical loss and recovery rates and cardholder activity for which specific losses can be identified. The cardholders’ reserve was approximately $6.3 million as of December 31, 2014. The provision for cardholder losses is included in cost of services in the Consolidated Statements of Income. The Company regularly updates its reserve estimate as new facts become known and events occur that may impact the settlement or recovery of losses. | |||
PROVISION FOR MERCHANT LOSSES: The Company has potential liability for losses resulting from disputes between a cardholder and a merchant that arise as a result of, among other things, the cardholder’s dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the 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 has gone out of business during such period, TSYS may be unable to collect such fees. TSYS maintains cash deposits or requires the pledge of a letter of credit from certain merchants, generally those with higher average transaction size where the card is not present when the charge is made or the product or service is delivered after the charge is made, in order to offset potential contingent liabilities such as chargebacks and reject losses that would arise if the merchant went out of business. Most chargeback and reject losses are charged to cost of services as they are incurred. However, the Company also maintains a provision against losses, including major fraud losses, which are both less predictable and involve larger amounts. The loss provision was established using historical loss rates, applied to recent bankcard processing volume. As of December 31, 2014, the Company had a merchant loss provision in the amount of $1.1 million. | |||
REDEEMABLE NONCONTROLLING INTEREST: In connection with the acquisition of Central Payment Co., LLC (CPAY), the Company is party to call and put arrangements with respect to the membership units that represent the remaining noncontrolling interest of CPAY. The call arrangement is exercisable by TSYS and the put arrangement is exercisable by the seller. The put arrangement is outside the control of the Company by requiring the Company to purchase the seller’s entire equity interest in CPAY at a put price at fair market value. The put arrangement is recorded on the balance sheet and is classified as redeemable noncontrolling interest outside of permanent equity. | |||
FOREIGN CURRENCY TRANSLATION: The Company maintains several different foreign operations whose functional currency is their local currency. Foreign currency financial statements of the Company’s Mexican and Chinese equity investments, the Company’s wholly owned subsidiaries and the Company’s majority owned subsidiaries, as well as the Company’s division and branches in the United Kingdom and China, are translated into U.S. dollars at current exchange rates, except for revenues, costs and expenses, and net income which are translated at the average exchange rates for each reporting period. Net gains or losses resulting from the currency translation of assets and liabilities of the Company’s foreign operations, net of tax when applicable, are accumulated in a separate section of shareholders’ equity titled accumulated other comprehensive income (loss). Gains and losses on transactions denominated in currencies other than the functional currencies are included in determining net income for the period in which exchange rates change. | |||
TREASURY STOCK: The Company uses the cost method when it purchases its own common stock as treasury shares or issues treasury stock upon option exercises and displays treasury stock as a reduction of shareholders’ equity. | |||
REVENUE RECOGNITION: Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience. | |||
The Company’s North America and International Services revenues are derived from long-term processing contracts with financial and nonfinancial institutions and are generally recognized as the services are performed. Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements mailed, cards embossed and mailed and other processing services for cardholder accounts on file. Most of these contracts have prescribed annual revenue minimums, penalties for early termination, and service level agreements which may impact contractual fees if certain service levels are not achieved. | |||
Revenue is recognized as the services are performed, primarily measured on a per unit basis. Processing contracts generally range from three to ten years in length. When providing payment processing services, the Company frequently enters into customer arrangements to provide multiple services that may also include conversion or implementation services, business process outsourcing services such as call center services, web-based services, and other payment processing-related services. Revenue for these services is generally recognized as they are performed on a per unit basis each month or ratably over the term of the contract. | |||
The Company’s Merchant Services revenues are partially derived from relationships with thousands of individual merchants. Additionally, part of the revenues are derived from long-term processing contracts with large financial institutions, other merchant acquirers and merchant organizations which generally range from three to eight years and provide for penalties for early termination. Merchant services revenue is generated primarily from processing all payment forms including credit, debit, electronic 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 to electronic transactions, merchant billing services, and point-of-sale terminal services. Revenue is recognized for merchant services as those services are performed, primarily measured on a per unit basis. When providing merchant processing services, the Company frequently enters into customer arrangements to provide multiple services that may also include conversion or implementation services, business process outsourcing services such as call center services, terminal services, and other merchant processing-related services. Revenue for these services is generally recognized as they are performed on a per unit basis each month or ratably over the term of the contract. Revenues on point-of-sale terminal equipment are recognized upon the transfer of ownership and shipment of product. | |||
When a sale involves multiple deliverables, revenue recognition is affected by the determination of the number of deliverables in an arrangement, whether those deliverables may be separated into multiple units of accounting, and the valuation of each unit of accounting which affects the amount of revenue allocated to each unit. Pursuant to ASC 605, the Company uses vendor-specific objective evidence of selling price (VSOE) when it exists to determine the amount of revenue to allocate to each unit of accounting. The Company establishes VSOE of selling price using the price charged when the same service is sold separately (on a standalone basis). In certain situations, the Company does not have sufficient VSOE. In these situations, TSYS considered whether sufficient third party evidence (TPE) of selling price existed for the Company’s services. However, the Company typically is not able to determine TPE and has not used this measure of selling price due to the unique and proprietary nature of some of its services and the inability to reliably verify relevant standalone competitor prices. When there is insufficient evidence of VSOE and TPE, the Company has made its best estimate of the standalone selling price (ESP) of that service for purposes of allocating revenue to each unit of accounting. When determining ESP, TSYS uses limited standalone sales data that do not meet the Company’s criteria to establish VSOE, management pricing strategies, residual selling price data when VSOE exists for a group of elements, the cost of providing the services and the related margin objectives. Consideration is also given to geographies in which the services are sold or delivered, customer classifications, and market conditions including competitor pricing strategies and benchmarking studies. Revenue is recognized when the revenue recognition criteria for each unit of accounting have been met. | |||
As business and service offerings change in the future, the determination of the number of deliverables in an arrangement and related units of accounting and the future pricing practices may result in changes in the estimates of VSOE and ESP, which may change the ratio of fees allocated to each service or unit of accounting in a given customer arrangement. There were no material changes or impact to revenue in revenue recognition for current contract arrangements in the year ended December 31, 2014 due to any changes in the determination of the number of deliverables in an arrangement, units of accounting, or estimates of VSOE or ESP. | |||
In many situations, the Company enters into arrangements with customers to provide conversion or implementation services in addition to processing services where the conversion or implementation services do not have standalone value. For these arrangements, conversion or implementation services that do not have standalone value, are recognized over the expected customer relationship (contract term) as the related processing services are performed. | |||
The Company’s other services generally have standalone value and constitute separate units of accounting for revenue recognition purposes. Customer arrangements entered into prior to 2011 (prior to the adoption of Accounting Standard Update (ASU) 2009-13, “Multiple-Deliverable Revenue Arrangements,” an update to ASC Topic 605, “Revenue Recognition,” and formerly known as EITF 08-1, “Revenue Arrangements with Multiple Deliverables”) often included services for which sufficient objective and reliable evidence of fair value did not exist. In these situations, the deliverables were combined and recognized as a single unit of accounting based on the proportional performance for the combined unit. For pre-2011 arrangements that have not expired, have not been materially modified or amended, or terminated, the Company continues to recognize revenue in accordance with these policies in the accompanying financial statements. Beginning in 2011, services in new or materially modified arrangements of this nature were divided into separate units of accounting and revenue is now allocated to each unit of accounting based on the relative selling price method as disclosed above. As the services in the pre-2011 arrangements are generally delivered over the same term with consistent patterns of performance, there is no difference in the timing or pattern of revenue recognition for each group of arrangements (pre-2011 arrangements and those new or materially modified thereafter). | |||
The Company’s multiple element arrangements may include one or more elements that are subject to other topics including software revenue recognition and leasing guidance. The consideration for these multiple element arrangements is allocated to each group of deliverables – those subject to ASC 605-25 and those subject to other topics based on the revised guidance in ASU 2009-13. Arrangement revenue for each group of deliverables is then further separated, allocated, and recognized based on applicable guidance. | |||
The Company’s NetSpend revenues principally consist of a portion of the service fees and interchange revenues received by the Issuing Banks in connection with the programs NetSpend manages. Revenue is recognized when there is persuasive evidence of an arrangement, the relevant services have been rendered, the price is fixed or determinable and collectability is reasonably assured. | |||
Cardholders are charged fees in connection with NetSpend’s products and services as follows: | |||
• | Transactions — Cardholders are typically charged a fee for each PIN and signature-based purchase transaction made using their GPR cards, unless the cardholder is on a monthly or annual service plan, in which case the cardholder is instead charged a monthly or annual subscription fee, as applicable. Cardholders are also charged fees for ATM withdrawals and other transactions conducted at ATMs. | ||
• | Customer Service and Maintenance-Cardholders are typically charged fees for balance inquiries made through NetSpend’s call centers. Cardholders are also charged a monthly maintenance fee after a specified period of inactivity. | ||
• | Additional Products and Services-Cardholders are charged fees associated with additional products 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 reloading of the GPR cards at retailers and the Company receives a portion of these amounts in some cases. | ||
Revenue resulting from the service fees charged to the cardholders described above is recognized when the fees are charged because the earnings process is substantially complete, except for revenue resulting from the initial activation of cards and annual subscription fees. Revenue resulting from the initial activation of cards is recognized ratably, net of commissions paid to distributors, over the average account life, which is approximately six months for GPR cards. Revenue resulting from annual subscription fees is recognized ratably over the annual period to which the fees relate. | |||
Revenues also include fees charged in connection with program management and processing services the Company provides for private-label programs. Revenue resulting from these fees is recognized when the Company has fulfilled its obligations under the underlying service agreements. | |||
NetSpend earns revenues from a portion of the interchange fees remitted by merchants when cardholders make purchases using their GPR cards. Subject to applicable law, interchange fees are fixed by the card associations and network organizations (Networks). Interchange revenues are recognized net of sponsorship, licensing and processing fees charged by the Networks for services they provide in processing purchase transactions routed through them. Interchange revenue is recognized during the period that the purchase transactions occur. Also included in interchange revenue are fees earned from branding agreements with the Networks. | |||
In regards to taxes assessed by a governmental authority imposed directly on a revenue producing transaction, the Company reports its revenues on a net basis. | |||
REIMBURSABLE ITEMS: Reimbursable items consist of out-of-pocket expenses which are reimbursed by 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 in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. A public entity must measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. | |||
The Company recognizes compensation costs for the nonvested portion of outstanding share-based compensation granted in the form of stock options based on the grant-date fair value of those awards calculated under the provisions of GAAP. Share-based compensation expenses include the impact of expensing the fair value of stock options, as well as expenses associated with nonvested shares. | |||
The Company estimates forfeitures when recognizing compensation cost. The estimate of forfeitures will be adjusted by the Company as actual forfeitures differ from its estimates, resulting in compensation cost only for those awards that actually vest. The effect of the change in estimated forfeitures is recognized as compensation costs in the period the change in estimate occurred. In estimating its forfeiture rate, the Company stratified its data based upon historical experience to determine separate forfeiture rates for the different award grants. The Company currently estimates a forfeiture rate for existing stock option grants to TSYS non-executive employees, and a forfeiture rate for other TSYS share-based awards. Currently, TSYS estimates a forfeiture rate in the range of 0% to 10%. | |||
The Company has issued its vested awards to directors and nonvested awards to certain employees. The market value of the common stock at the date of issuance is recognized as compensation expense immediately for vested awards and over the vesting period of the nonvested awards. For nonvested award grants that have pro rata vesting, the Company recognizes compensation expense using the straight-line method over the vesting period of the award. | |||
LEASES: The Company is obligated under noncancelable leases for computer equipment and facilities. As these leases expire, they will be evaluated and renewed or replaced by similar leases based on need. A lease is an agreement conveying the right to use property, plant or equipment (land and/or depreciable assets) usually for a stated period of time. For purposes of applying the accounting and reporting standards, leases are classified from the standpoint of the lessee as capital or operating leases. | |||
Rental payments on operating leases are charged to expense over the lease term. If rental payments are not made on a straight-line basis, rental expense nevertheless shall be recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which use benefit is derived from the leased property, in which case that basis shall be used. | |||
Certain of the Company’s operating leases are for office space. The Company will make various alterations (leasehold improvements) to the office space and capitalize these costs as part of property and equipment. Leasehold improvements are amortized on a straight-line basis over the useful life of the improvement or the term of the lease, whichever is shorter. | |||
ADVERTISING: Advertising costs are expensed as incurred or the first time 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 amortized over the average life of the new accounts, which is approximately one year. Television advertising production costs consist of the costs of developing and filming television ads. Television advertising production costs are capitalized when the production services are received and expensed in the period when the advertising first takes place. Advertising expense for 2014, 2013 and 2012 was $5.7 million, $1.3 million and $1.0 million, respectively. | |||
INCOME TAXES: Income taxes reflected in TSYS’ consolidated financial statements are computed based on the taxable income of TSYS and its affiliated subsidiaries. A consolidated U.S. federal income tax return is filed for TSYS and its majority- owned U.S. subsidiaries. Additionally, income tax returns are also filed in states where TSYS and its subsidiaries have filing obligations and in foreign jurisdictions where TSYS has a foreign affiliate. | |||
The Company accounts for income taxes in accordance with the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Reserves against the carrying value of a deferred tax asset are established when necessary to reflect the decreased likelihood of realization of a deferred asset in the future. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||
Income tax provisions require the use of management judgments, which are subject to challenge by various taxing authorities. Contingency reserves are periodically established where the amount of the contingency can be reasonably determined and is likely to occur. Reductions in contingency reserves are recognized when tax disputes are settled or examination periods lapse. | |||
Significant estimates used in accounting for income taxes relate to the determination of taxable income, the determination of temporary differences between book and tax basis, as well as estimates on the realizability of tax credits and net operating losses. | |||
TSYS recognizes potential interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Income. | |||
NONCONTROLLING INTEREST: Noncontrolling interest in earnings of subsidiaries represents the minority shareholders’ share of the net income or loss of TSYS Managed Services EMEA Ltd. (TSYS Managed Services) and CPAY. The noncontrolling interest in the Consolidated Balance Sheet reflects the original investment by these shareholders in TSYS Managed Services and CPAY, their proportional share of the earnings or losses and their proportional share of net gains or losses resulting from the currency translation of assets and liabilities of TSYS Managed Services and CPAY. TSYS has adopted the accounting policy to recognize gains or losses on equity transactions of a subsidiary as a capital transaction. | |||
EARNINGS PER SHARE: Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” as defined by GAAP, and therefore should be included in EPS using the two-class method. | |||
The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes two or more classes of common stock or common stock and participating securities. It determines EPS based on dividends declared on common stock and participating securities and participation rights of participating securities in any undistributed earnings. | |||
Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated to reflect the potential dilution that would occur if stock options or other contracts to issue common stock were exercised. Diluted EPS is calculated by dividing net income by weighted average common and common equivalent shares outstanding. Common equivalent shares are calculated using the treasury stock method. | |||
RECLASSIFICATIONS: Certain reclassifications have been made to the 2013 and 2012 financial statements to conform to the presentation adopted in 2014. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations | 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 Corporation (GP Net) (representing 54% ownership of the company) and all of its stock of TSYS Japan Godo Kaisha (TSYS Japan) (representing 100% ownership of the company) in April 2014. Both entities were part of the International Services segment. The sale of the Company’s stock in both of its operations in Japan was the result of management’s decision during the first quarter of 2014, to divest non-strategic businesses and focus resources on core products and services. The Company had a gain of $48.6 million, net of tax, related to the sales of its operations in Japan. | |||||||||||||
GP Net and TSYS Japan were not significant components of TSYS’ consolidated results. | |||||||||||||
The following table presents the main classes of assets and liabilities held for sale as of December 31, 2014 and 2013: | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Cash and cash equivalents | $ | — | 30,530 | ||||||||||
Other assets | 4,003 | 26,378 | |||||||||||
Total liabilities | 4,003 | 10,333 | |||||||||||
The following table presents the summarized results of discontinued operations for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Total revenues | $ | 16,376 | 68,048 | 77,415 | |||||||||
Income before taxes | $ | 1 | 3,443 | 1,982 | |||||||||
Income tax (benefit) expense | $ | (39 | ) | 1,388 | 987 | ||||||||
Income from operating activities of discontinued operations, net of tax | $ | 40 | 2,055 | 995 | |||||||||
Gain on dispositions, net of tax | $ | 48,615 | — | — | |||||||||
Income from discontinued operations, net of tax | $ | 48,655 | 2,055 | 995 | |||||||||
Income from discontinued operations, net of tax, attributable to noncontrolling interest | $ | 999 | 4,198 | 3,864 | |||||||||
Income (loss) from discontinued operations, net of tax, attributable to TSYS common shareholders | $ | 47,656 | (2,143 | ) | (2,869 | ) | |||||||
Interest allocated to discontinued operations1 | $ | — | 281 | 275 | |||||||||
1 | Interest expense relates to borrowings directly for use by Japan-based operations |
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | |
Dec. 31, 2014 | ||
Fair Value Measurement | Note 3 | Fair Value Measurement |
GAAP requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant level of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: | ||
Level 1 — Quoted prices for identical assets and liabilities in active markets. | ||
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | ||
Level 3 — Unobservable inputs for the asset or liability. | ||
Goodwill is assessed annually for impairment in the second quarter of each year using fair value measurement techniques. Specifically, goodwill impairment is determined using a two-step test. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit (RU) with its book value, including goodwill. If the fair value of the RU exceeds its book value, goodwill is considered not impaired and the second step of the impairment test is unnecessary. If the book value of the RU exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the RU’s goodwill with the book value of that goodwill. If the book value of the RU’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The fair value of the RU is allocated to all of the assets and liabilities of that unit as if the RU had been acquired in a business combination and the fair value of the RU was the purchase price paid to acquire the RU. | ||
The estimate of fair value of the Company’s RUs is determined using various valuation techniques, including using an equally weighted combination of the market approach and the income approach. The market approach, which contains Level 2 inputs, utilizes readily available market valuation multiples to estimate fair value. The income approach is a valuation technique that utilizes the discounted cash flow (DCF) method, which includes Level 3 inputs. Under the DCF method, the fair value of the RU reflects the present value of the projected earnings that will be generated by each RU after taking into account the revenues and expenses associated with the asset, the relative risk that the cash flows will occur, the contribution of other assets, and an appropriate discount rate to reflect the value of the invested capital. Cash flows are estimated for future periods based upon historical data and projections by management. | ||
As of December 31, 2014, the Company had recorded goodwill in the amount of $1.5 billion. The Company performed its annual impairment test of its goodwill balances as of May 31, 2014, and this test did not indicate any impairment. The fair value of the RUs substantially exceeds the carrying value. Refer to Note 7 for more information regarding goodwill. | ||
The fair value of the Company’s long-term debt and obligations under capital leases is not significantly different from its carrying value. |
Relationships_with_Affiliated_
Relationships with Affiliated Companies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Relationships with Affiliated Companies | Note 4 | Relationships with Affiliated Companies | |||||||||||
During December 2014, TSYS Managed Services obtained a £900,000, or approximately $1.4 million, pound-denominated term loan bearing interest at a rate of LIBOR plus two percent. The loan matures in December 2017, 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 investments, TSYS de México and CUP Data. | |||||||||||||
The foregoing related party arrangements and services are performed under contracts that are similar to its contracts with unrelated third party customers. The Company believes the terms and conditions of transactions between the Company and these related parties are comparable to those which could have been obtained in transactions with unaffiliated parties. | |||||||||||||
Through its related party transactions, TSYS generates accounts receivable and liability accounts with TSYS de México and CUP Data. | |||||||||||||
The Company had the following balances with related parties as of December 31, 2014 and 2013: | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Accounts receivable | $ | 19 | 7 | ||||||||||
Account payable | 12 | 12 | |||||||||||
The table below details revenues derived from affiliated companies for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Total revenues: | |||||||||||||
CUP Data | $ | 232 | 229 | 172 | |||||||||
TSYS de México | 78 | 68 | 72 | ||||||||||
Total revenues | $ | 310 | 297 | 244 | |||||||||
Processing support fees paid to TSYS de Mexico1 | $ | 148 | 148 | 186 | |||||||||
1 | The Company and TSYS de México are parties to an agreement where TSYS de México provides processing support to the Company. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Cash and Cash Equivalents | 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 | $ | 225,396 | 191,460 | ||||||
Cash and cash equivalents in foreign accounts | 63,787 | 56,240 | |||||||
Total | $ | 289,183 | 247,700 | ||||||
The Company maintains operating accounts outside the United States denominated in currencies other than the U.S. dollar. All amounts in domestic accounts are denominated in U.S. dollars. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Prepaid Expenses and Other Current Assets | Note 6 | Prepaid Expenses and Other Current Assets | |||||||
Significant components of prepaid expenses and other current assets as of December 31, 2014 and 2013 are summarized as follows: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Prepaid expenses | $ | 35,334 | 41,905 | ||||||
Supplies inventory | 14,340 | 12,142 | |||||||
Other | 49,300 | 41,062 | |||||||
Total | $ | 98,974 | 95,109 | ||||||
Goodwill
Goodwill | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill | Note 7 | Goodwill | |||||||||||||||||||
In 2013, the Company allocated $1.0 billion to goodwill due to the acquisition of NetSpend. In 2014, the Company adjusted the NetSpend purchase price allocation to add an additional $8.5 million for settlement of the dissenting shareholder lawsuit and adjustments to deferred taxes. | |||||||||||||||||||||
The gross amount and accumulated impairment losses of goodwill as of December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||
2014 | |||||||||||||||||||||
(in thousands) | North America | International | Merchant | NetSpend | Consolidated | ||||||||||||||||
Services | Services | Services | |||||||||||||||||||
Gross amount | $ | 70,796 | 31,681 | 415,973 | 1,032,959 | $ | 1,551,409 | ||||||||||||||
Accumulated impairment losses | (182 | ) | (1,605 | ) | (2,225 | ) | — | (4,012 | ) | ||||||||||||
Goodwill, net | $ | 70,614 | 30,076 | 413,748 | 1,032,959 | $ | 1,547,397 | ||||||||||||||
2013 | |||||||||||||||||||||
North America | International | Merchant | NetSpend | Consolidated | |||||||||||||||||
Services | Services | Services | |||||||||||||||||||
Gross amount | $ | 70,796 | 34,201 | 415,973 | 1,024,434 | $ | 1,545,404 | ||||||||||||||
Accumulated impairment losses | — | — | (2,225 | ) | — | (2,225 | ) | ||||||||||||||
Goodwill, net | $ | 70,796 | 34,201 | 413,748 | 1,024,434 | $ | 1,543,179 | ||||||||||||||
The changes in the carrying amount of goodwill as of December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||
(in thousands) | North America | International | Merchant | NetSpend | Consolidated | ||||||||||||||||
Services | Services | Services | |||||||||||||||||||
Balance as of December 31, 2012 | $ | 70,796 | 33,944 | 413,604 | — | $ | 518,344 | ||||||||||||||
NetSpend purchase price allocation | — | — | — | 1,024,434 | 1,024,434 | ||||||||||||||||
ProPay purchase price allocation | — | — | 144 | — | 144 | ||||||||||||||||
Currency translation adjustments | — | 257 | — | — | 257 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 70,796 | 34,201 | 413,748 | 1,024,434 | $ | 1,543,179 | ||||||||||||||
Disposal of GP Net | (182 | ) | (1,605 | ) | — | — | (1,787 | ) | |||||||||||||
NetSpend purchase price allocation | — | — | — | 8,525 | 8,525 | ||||||||||||||||
Currency translation adjustments | — | (2,520 | ) | — | — | (2,520 | ) | ||||||||||||||
Balance as of December 31, 2014 | $ | 70,614 | $ | 30,076 | $ | 413,748 | $ | 1,032,959 | $ | 1,547,397 | |||||||||||
Refer to Note 24 for more information on acquisitions. |
Other_Intangible_Assets_net
Other Intangible Assets, net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Other Intangible Assets, net | Note 8 | Other Intangible Assets, net | |||||||||||
In 2014, the changes related to other gross intangible assets were related to foreign currency translation. In 2013, TSYS allocated $401.6 million to other intangible assets due to the acquisition of NetSpend. Refer to Note 24 for more information on acquisitions. | |||||||||||||
Significant components of other intangible assets as of December 31, 2014 and 2013 are summarized as follows: | |||||||||||||
2014 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Channel relationships | $ | 318,600 | (60,079 | ) | $ | 258,521 | |||||||
Customer relationships | 167,140 | (87,201 | ) | 79,939 | |||||||||
Trade name | 46,480 | (15,680 | ) | 30,800 | |||||||||
Database | 28,000 | (8,400 | ) | 19,600 | |||||||||
Covenants-not-to-compete | 14,940 | (5,551 | ) | 9,389 | |||||||||
Trade association | 10,000 | (4,750 | ) | 5,250 | |||||||||
Favorable lease | 875 | (267 | ) | 608 | |||||||||
Total | $ | 586,035 | (181,928 | ) | $ | 404,107 | |||||||
2013 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Channel relationships | $ | 318,600 | (20,261 | ) | $ | 298,339 | |||||||
Customer relationships | 167,871 | (69,114 | ) | 98,757 | |||||||||
Trade name | 46,561 | (6,527 | ) | 40,034 | |||||||||
Database | 28,000 | (2,800 | ) | 25,200 | |||||||||
Covenants-not-to-compete | 14,940 | (2,887 | ) | 12,053 | |||||||||
Trade association | 10,000 | (3,750 | ) | 6,250 | |||||||||
Favorable lease | 875 | (89 | ) | 786 | |||||||||
Total | $ | 586,847 | (105,428 | ) | $ | 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 assets, and in total, as of December 31, 2014 is as follows: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Amortization | |||||||||||||
Period (Yrs) | |||||||||||||
Channel relationships | 8 | ||||||||||||
Customer relationships | 8.2 | ||||||||||||
Trade name | 4.9 | ||||||||||||
Database | 5 | ||||||||||||
Covenants-not-to-compete | 5.3 | ||||||||||||
Trade association | 10 | ||||||||||||
Favorable Lease | 4.9 | ||||||||||||
Total | 7.6 | ||||||||||||
Estimated future amortization expense of other intangible assets as of December 31, 2014 for the next five years is: | |||||||||||||
(in thousands) | |||||||||||||
2015 | $ | 75,770 | |||||||||||
2016 | 75,213 | ||||||||||||
2017 | 74,823 | ||||||||||||
2018 | 60,166 | ||||||||||||
2019 | 47,870 | ||||||||||||
Computer_Software_net
Computer Software, net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Computer Software, net | Note 9 | Computer Software, net | |||||||||||
Computer software as of December 31, 2014 and 2013 is summarized as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Licensed computer software | $ | 435,701 | 393,947 | ||||||||||
Software development costs | 376,026 | 337,993 | |||||||||||
Acquisition technology intangibles | 167,687 | 168,336 | |||||||||||
Total computer software | 979,414 | 900,276 | |||||||||||
Less accumulated amortization: | |||||||||||||
Licensed computer software | 243,866 | 207,496 | |||||||||||
Software development costs | 275,512 | 254,046 | |||||||||||
Acquisition technology intangibles | 93,888 | 74,854 | |||||||||||
Total accumulated amortization | 613,266 | 536,396 | |||||||||||
Computer software, net | $ | 366,148 | 363,880 | ||||||||||
The Company allocated approximately $78.7 million to acquisition technology intangibles during 2013 due to the acquisition 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 thousands) | 2014 | 2013 | 2012 | ||||||||||
Amortization expense related to: | |||||||||||||
Licensed computer software costs | $ | 36,775 | 33,511 | 33,393 | |||||||||
Software development costs | 25,248 | 21,430 | 23,044 | ||||||||||
Acquisition technology intangibles | 19,683 | 15,855 | 9,712 | ||||||||||
The company held the following computer software under capital lease as of as of December 31, 2014 and 2013: | |||||||||||||
2014 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Licensed computer software | $ | 17,156 | (4,816 | ) | $ | 12,340 | |||||||
2013 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Licensed computer software | $ | 13,175 | (2,031 | ) | $ | 11,144 | |||||||
The weighted average useful life for each component of computer software, and in total, as of December 31, 2014, is as follows: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Amortization | |||||||||||||
Period (Yrs) | |||||||||||||
Licensed computer software | 5.2 | ||||||||||||
Software development costs | 5.8 | ||||||||||||
Acquisition technology intangibles | 6.8 | ||||||||||||
Total | 5.7 | ||||||||||||
Estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles as of December 31, 2014 for the next five years is: | |||||||||||||
(in thousands) | Licensed | Software | Acquisition | ||||||||||
Computer | Development | Technology | |||||||||||
Software | Costs | Intangibles | |||||||||||
2015 | $ | 41,956 | 25,334 | 16,670 | |||||||||
2016 | 31,960 | 18,919 | 15,202 | ||||||||||
2017 | 21,326 | 13,770 | 13,718 | ||||||||||
2018 | 11,017 | 7,689 | 11,243 | ||||||||||
2019 | 6,097 | 1,568 | 11,243 |
Property_and_Equipment_net
Property and Equipment, net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property and Equipment, net | Note 10 | Property and Equipment, net | |||||||||||
Property and equipment balances as of December 31, 2014 and 2013 are as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Computer and other equipment | $ | 317,862 | 261,937 | ||||||||||
Buildings and improvements | 243,211 | 241,675 | |||||||||||
Furniture and other equipment | 135,741 | 129,799 | |||||||||||
Land | 16,763 | 17,021 | |||||||||||
Other | 204 | 989 | |||||||||||
Total property and equipment | 713,781 | 651,421 | |||||||||||
Less accumulated depreciation and amortization | 423,196 | 391,453 | |||||||||||
Property and equipment, net | $ | 290,585 | 259,968 | ||||||||||
Depreciation and amortization expense includes amounts for computer equipment, furniture, and other equipment acquired under capital lease. Depreciation and amortization expense related to property and equipment was $53.5 million, $45.5 million and $43.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The company held the following property and equipment under capital lease as of December 31, 2014 and 2013: | |||||||||||||
2014 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Computer and other equipment | $ | 38,193 | (29,816 | ) | $ | 8,377 | |||||||
Furniture and other equipment | 5,374 | (1,666 | ) | 3,708 | |||||||||
Total | $ | 43,567 | (31,482 | ) | $ | 12,085 | |||||||
2013 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Computer and other equipment | $ | 35,335 | (22,101 | ) | $ | 13,234 | |||||||
Furniture and other equipment | 2,382 | (931 | ) | 1,451 | |||||||||
Total | $ | 37,717 | (23,032 | ) | $ | 14,685 | |||||||
Contract_Acquisition_Costs_net
Contract Acquisition Costs, net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Contract Acquisition Costs, net | Note 11 | Contract Acquisition Costs, net | |||||||||||
Significant components of contract acquisition costs as of December 31, 2014 and 2013 are summarized as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Conversion costs, net | $ | 159,339 | 112,177 | ||||||||||
Payments for processing rights, net | 76,966 | 72,651 | |||||||||||
Total | $ | 236,305 | 184,828 | ||||||||||
Amortization expense related 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 | $ | 17,816 | 19,515 | 24,014 | |||||||||
Payments for processing rights | 16,209 | 13,099 | 13,290 | ||||||||||
The weighted average useful life for each component of contract acquisition costs, and in total, as of December 31, 2014 is as follows: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Amortization | |||||||||||||
Period (Yrs) | |||||||||||||
Payments for processing rights | 14.5 | ||||||||||||
Conversion costs | 12.3 | ||||||||||||
Total | 13.4 | ||||||||||||
Estimated future amortization expense of conversion costs and payments for processing rights as of December 31, 2014 for the next five years is: | |||||||||||||
(in thousands) | Conversion | Payments for | |||||||||||
Costs | Processing Rights | ||||||||||||
2015 | $ | 30,060 | 16,897 | ||||||||||
2016 | 28,598 | 13,797 | |||||||||||
2017 | 26,210 | 11,691 | |||||||||||
2018 | 23,687 | 10,229 | |||||||||||
2019 | 20,715 | 8,322 |
Equity_Investments
Equity Investments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity Investments | Note 12 | Equity Investments | |||||||
The Company has an equity investment in TSYS de México and records its 49% ownership using the equity method of accounting. The operation prints statements and provides card-issuing support services to the equity investment clients and others. | |||||||||
The Company has an equity investment in CUP Data and records its 44.56% ownership using the equity method of accounting. CUP Data is sanctioned by the People’s Bank of China, China’s central bank, and has become one of the world’s largest and fastest-growing payments networks. CUP Data currently provides transaction processing, disaster recovery and other services for banks and bankcard issuers in China. | |||||||||
TSYS’ equity investments are recorded initially at cost and subsequently adjusted for equity in earnings, cash contributions and distributions, and foreign currency translation adjustments. TSYS believes the carrying value approximates the underlying assets of the equity investments. | |||||||||
TSYS’ equity in income of equity investments (net of tax) for the years ended December 31, 2014, 2013 and 2012 was $17.6 million, $13.0 million and $10.2 million, respectively. | |||||||||
A summary of TSYS’ equity investments as of December 31, 2014 and 2013 is as follows: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
CUP Data | $ | 92,738 | 86,549 | ||||||
TSYS de México | 7,730 | 7,584 | |||||||
Total | $ | 100,468 | 94,133 | ||||||
Longterm_Borrowings_and_Capita
Long-term Borrowings and Capital Lease Obligations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Long-term Borrowings and Capital Lease Obligations | Note 13 | Long-term Borrowings and Capital Lease Obligations | |||||||
Long-term debt as of December 31, 2014 and 2013 consists of: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
$550,000,000 2.375% Senior Notes due June 1, 2018 (5 year tranche), net of discount | $ | 549,889 | 549,858 | ||||||
$550,000,000 3.75% Senior Notes due June 1, 2023 (10 year tranche), net of discount | 546,379 | 546,027 | |||||||
LIBOR + 1.125%, unsecured term loan, due April 8, 2018, with quarterly principal and interest payments | 185,000 | 195,000 | |||||||
LIBOR + 1.125%, unsecured term loan, due September 10, 2017, with quarterly principal and interest payments | 131,250 | 138,750 | |||||||
1.50% note payable, due September 30, 2016, with monthly interest and principal payments | 11,886 | — | |||||||
1.50% note payable, due December 31, 2015, with monthly interest and principal payments | 10,075 | 20,000 | |||||||
1.50% note payable, due January 31, 2016, with monthly interest and principal payments | 4,332 | 8,269 | |||||||
1.50% note payable, due July 31, 2015, with monthly interest and principal payments | 1,709 | 4,604 | |||||||
LIBOR + 2.0%, unsecured term loan, due December 7, 2017, with monthly interest payments and principal paid at maturity | 1,396 | — | |||||||
Total debt | 1,441,916 | 1,462,508 | |||||||
Less current portion | 43,784 | 34,257 | |||||||
Noncurrent portion of long-term debt | $ | 1,398,132 | 1,428,251 | ||||||
During December 2014, TSYS Managed Services obtained a £900,000, or approximately $1.4 million, pound-denominated term loan bearing interest at a rate of LIBOR plus two percent. The loan matures in December 2017, and 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 licenses. The balance as of December 31, 2014 was $11.9 million. | |||||||||
In December 2013, the Company entered into a $20.0 million financing arrangement to purchase additional software licenses. The balance as of December 31, 2014, was $10.1 million. | |||||||||
In February 2013, the Company and its wholly-owned merger subsidiary entered into an Agreement and Plan of Merger (as amended on May 29, 2013, the “Merger Agreement”) with NetSpend, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, the merger subsidiary merged with and into NetSpend on July 1, 2013, with NetSpend continuing as the surviving corporation and as a wholly-owned subsidiary of TSYS (the “Merger”). Refer to Note 24 for more information about the acquisition. | |||||||||
TSYS also acquired additional mainframe software licenses to increase capacity in 2012. The Company entered into an $8.6 million and an $11.9 million financing agreement in June and December of 2012, respectively, to purchase these additional software licenses. The balances as of December 31, 2014 were $1.7 million and $4.3 million, respectively. | |||||||||
In addition, TSYS maintains an unsecured credit agreement with Columbus Bank and Trust. The credit agreement has a maximum available principal balance of $5.0 million, with interest at prime. TSYS did not use the credit facility during 2014, 2013 or 2012. | |||||||||
Acquisition-Related Borrowings | |||||||||
In April 2013, the Company entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agent, Regions Bank and U.S. Bank National Association, as Documentation Agents, and other lenders party thereto, with J.P. Morgan Securities LLC, The Bank of Tokyo Mitsubishi UFJ, Ltd., Regions Capital Markets, and U.S. Bank National Association as joint lead arrangers and joint bookrunners. The Credit Agreement provides for a five-year term loan to the Company in the amount of $200.0 million (the “Term Loan”) and bears interest at LIBOR plus 1.125%, which are subject to adjustment based on changes in the Company’s credit ratings, with margins ranging from 1.00% to 1.75%. As of December 31, 2014, the outstanding balance on the Credit Agreement was $185.0 million. | |||||||||
Concurrently with entering into the Merger Agreement, TSYS obtained commitments for a $1.2 billion 364-day bridge term loan facility from JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd. Thereafter, JPMorgan Chase Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. assigned portions of their commitments to other bridge facility lenders. The Company paid fees in 2013 associated with the bridge term loan of approximately $5.9 million. The total commitments under the bridge term loan facility were eliminated in May 2013 after the issuance of the Notes described below. | |||||||||
In May 2013, the Company closed its issuance (the “Transaction”) of $550.0 million aggregate principal amount of 2.375% Senior Notes due 2018 and $550.0 million aggregate principal amount of 3.750% Senior Notes due 2023 (collectively, the “Notes”) pursuant to an Underwriting Agreement with J.P. Morgan Securities LLC, as representative of certain underwriters (the “Underwriters”), whereby the Company agreed to sell and the Underwriters agreed to purchase the Notes from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement. The interest on the Notes are payable semiannually. The Company paid fees in 2013 associated with the issuance of these Notes of approximately $8.9 million and recorded discounts of approximately $4.3 million that are being amortized over the life of the Notes. 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 Association, as trustee. The Company received a rating from Moody’s of Baa3 and a rating from Standard & Poor’s of BBB+ in connection with the Senior Notes at the time of issuance. | |||||||||
The Notes also contain various affirmative and negative covenants, including those that create limitations on the Company’s: | |||||||||
• | creation of liens; | ||||||||
• | merging or selling assets unless certain conditions are met; and | ||||||||
• | entering into sale/leaseback transactions. | ||||||||
The Notes also contain a provision that requires the Company to repurchase all or any portion of a holder’s Notes, at the holder’s option, if a Change in Control Repurchase Event occurs. | |||||||||
Amendment to Existing Credit Agreement | |||||||||
In September 2012, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Regions Bank and U.S. Bank National Association, as Syndication Agents, and the other lenders named therein, with J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Regions Capital Markets and U.S. Bank National Association, as joint lead arrangers and joint bookrunners (the “Existing Credit Agreement”). The Existing Credit Agreement provides for a $350.0 million five-year unsecured revolving credit facility (which may be increased by up to an additional $350.0 million under certain circumstances) and includes a $50.0 million subfacility for the issuance of standby letters of credit and a $50.0 million subfacility for swingline loans. The Existing Credit Agreement also provides for a $150 million five-year unsecured term loan, which was fully funded on the closing of the Existing Credit Agreement. As of December 31, 2014, the outstanding balance on the Existing Credit Agreement was $131.3 million. | |||||||||
In April 2013, the Company entered into the First Amendment to the Existing Credit Agreement (the “Revolver”) 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 for the aforementioned loan provided for a $168.0 million unsecured five year term loan to the Company and a $252.0 million five year unsecured revolving credit facility. The principal balance of loans outstanding under the credit facility bears interest at a rate of LIBOR plus an applicable margin of 0.60%. The applicable margin could vary within a range from 0.27% to 0.725% depending on changes in the Company’s corporate credit rating. Interest was paid on the last date of each interest period; however, if the period exceeded three months, interest was paid every three months after the beginning of such interest period. In addition, the Company paid each lender a fee in respect of the amount of such lender’s commitment under the revolving credit facility (regardless of usage), ranging from 0.08% to 0.15% (currently 0.10%) depending on the Company’s corporate credit rating. | |||||||||
The Company was not required to make any scheduled principal payments other than payment of the entire outstanding balance on December 21, 2012. The Company was able to prepay the revolving credit facility and the term loan in whole or in part at any time without premium or penalty, subject to reimbursement of the lenders’ customary breakage and redeployment costs in the case of prepayment of LIBOR borrowings. The Credit Agreement included covenants requiring the Company to maintain certain minimum financial ratios. The Company did not use the revolving credit facility in 2014. | |||||||||
Required annual principal payments on long-term debt for the five years subsequent to December 31, 2014 are summarized as follows: | |||||||||
(in thousands) | |||||||||
2015 | $ | 43,784 | |||||||
2016 | 35,468 | ||||||||
2017 | 126,396 | ||||||||
2018 | 690,000 | ||||||||
2019 | — | ||||||||
Capital lease obligations as of December 31, 2014 and 2013 consist of: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Capital lease obligations | $ | 14,101 | 30,162 | ||||||
Less current portion | 7,127 | 22,662 | |||||||
Noncurrent portion of capital leases | $ | 6,974 | 7,500 | ||||||
The future minimum lease payments under capital leases as of December 31, 2014 are summarized as follows: | |||||||||
(in thousands) | |||||||||
2015 | $ | 7,355 | |||||||
2016 | 3,554 | ||||||||
2017 | 2,627 | ||||||||
2018 | 987 | ||||||||
2019 | 63 | ||||||||
Total minimum lease payments | 14,586 | ||||||||
Less amount representing interest | 485 | ||||||||
Principal minimum lease payments | $ | 14,101 | |||||||
Other_Current_Liabilities
Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Current Liabilities | Note 14 | Other Current Liabilities | |||||||
Significant components of other current liabilities as of December 31, 2014 and 2013 are summarized as follows: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Deferred revenues | $ | 41,773 | 36,408 | ||||||
Accrued expenses | 23,617 | 23,265 | |||||||
Dividends payable | 19,006 | 19,508 | |||||||
Dissenting shareholder liability1 | — | 25,723 | |||||||
Other | 70,409 | 54,266 | |||||||
Total | $ | 154,805 | 159,170 | ||||||
1 | Refer to Note 24 on acquisitions for additional information. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes | Note 15 | Income Taxes | |||||||||||
The provision for income taxes includes income taxes currently payable and those deferred because of temporary differences between the financial 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, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Current income tax expense: | |||||||||||||
Federal | $ | 126,203 | 74,327 | 102,953 | |||||||||
State | 5,161 | 2,949 | 2,572 | ||||||||||
Foreign | 7,694 | 6,822 | 8,450 | ||||||||||
Total current income tax expense | 139,058 | 84,098 | 113,975 | ||||||||||
Deferred income tax expense (benefit): | |||||||||||||
Federal | (3,623 | ) | 27,447 | 1,395 | |||||||||
State | (2,039 | ) | (55 | ) | 411 | ||||||||
Foreign | (3,635 | ) | (509 | ) | (1,665 | ) | |||||||
Total deferred income tax expense | (9,297 | ) | 26,883 | 141 | |||||||||
Total income tax expense | $ | 129,761 | 110,981 | 114,116 | |||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Components of income before income tax expense: | |||||||||||||
Domestic | $ | 369,888 | 328,052 | 319,709 | |||||||||
Foreign | 23,041 | 24,424 | 33,164 | ||||||||||
Total income before income tax expense | $ | 392,929 | 352,476 | 352,873 | |||||||||
Income tax expense differed from the amounts computed by applying the statutory U.S. federal income tax rate of 35% to income before income taxes, noncontrolling interest and equity in income of equity investments as a result of the following: | |||||||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Computed “expected” income tax expense | $ | 137,525 | 123,367 | 123,505 | |||||||||
Increase (decrease) in income tax expense resulting from: | |||||||||||||
International tax rate differential and equity income | 6,541 | 1,870 | 1,870 | ||||||||||
State income tax expense, net of federal income tax effect | 4,823 | 3,408 | 2,101 | ||||||||||
Increase (decrease) in valuation allowance | (4,550 | ) | 1,715 | 1,239 | |||||||||
Tax credits | (3,459 | ) | (6,141 | ) | (3,787 | ) | |||||||
Deduction for domestic production activities | (8,750 | ) | (8,225 | ) | (5,727 | ) | |||||||
Permanent differences and other, net | (2,369 | ) | (5,013 | ) | (5,085 | ) | |||||||
Total income tax expense | $ | 129,761 | 110,981 | 114,116 | |||||||||
Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that give rise to significant portions of the net deferred tax liability as of December 31, 2014 and 2013 relate to the following: | |||||||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Deferred income tax assets: | |||||||||||||
Net operating loss and income tax credit carryforwards | $ | 31,978 | 24,079 | ||||||||||
Allowances for doubtful accounts and billing adjustments | 1,328 | 728 | |||||||||||
Deferred revenue | 31,240 | 20,111 | |||||||||||
Other, net | 49,192 | 50,960 | |||||||||||
Total deferred income tax assets | 113,738 | 95,878 | |||||||||||
Less valuation allowance for deferred income tax assets | (18,963 | ) | (14,691 | ) | |||||||||
Net deferred income tax assets | 94,775 | 81,187 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Excess tax over financial statement depreciation | (53,527 | ) | (45,727 | ) | |||||||||
Computer software development costs | (67,703 | ) | (55,074 | ) | |||||||||
Purchase accounting adjustments | (136,701 | ) | (168,689 | ) | |||||||||
Foreign currency translation | (7,642 | ) | (10,291 | ) | |||||||||
Other, net | (18,830 | ) | (12,003 | ) | |||||||||
Total deferred income tax liabilities | (284,403 | ) | (291,784 | ) | |||||||||
Net deferred income tax liabilities | $ | (189,628 | ) | (210,597 | ) | ||||||||
Total net deferred tax assets (liabilities): | |||||||||||||
Current | $ | 15,190 | 14,158 | ||||||||||
Noncurrent | (204,818 | ) | (224,755 | ) | |||||||||
Net deferred income tax liability | $ | (189,628 | ) | (210,597 | ) | ||||||||
As of December 31, 2014, TSYS had recognized deferred tax assets from net operating losses and federal and state income tax credit carryforwards of $5.9 million and $26.1 million, respectively. As of December 31, 2013, TSYS had recognized deferred tax assets from net operating losses, capital losses and federal and state income tax credit carry forwards of $11.4 million, $1.9 million and $10.8 million, respectively. | |||||||||||||
In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. | |||||||||||||
Management believes it is more likely than not that TSYS will realize the benefits of these deductible differences, net of existing valuation allowances. The valuation allowance for deferred tax assets was $19.0 million and $14.7 million as of December 31, 2014 and 2013, respectively. The increase in the valuation allowance for deferred income tax assets was $4.3 million for 2014. The increase in the valuation allowance for deferred income tax assets was $1.7 million for 2013. The increase relates to tax credits which, more likely than not, will not be realized in later years. | |||||||||||||
TSYS has adopted the permanent reinvestment exception under GAAP, with respect to future earnings of certain foreign subsidiaries. As a result, 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 of undistributed earnings considered to be “reinvested” which may be subject to tax upon distribution was approximately $90.3 million as of December 31, 2014. Although TSYS does not intend to repatriate these earnings, a distribution of these non-U.S. earnings in the form of dividends, or otherwise, would subject the Company to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, and withholding taxes payable to the various non-U.S. countries. Determination of the amount of any unrecognized deferred income tax liability on these undistributed earnings is not practicable. | |||||||||||||
TSYS is the parent of an affiliated group that files a consolidated U.S. federal income tax return and most state and foreign income tax returns on a separate entity basis. In the normal course of business, the Company is subject to examinations by these taxing authorities unless statutory examination periods lapse. TSYS is no longer subject to U.S. federal income tax examinations for years before 2011 and with few exceptions, the Company is no longer subject to income tax examinations from state and local or foreign tax authorities for years before 2005. There are currently federal income tax examinations in progress for the years 2009 through 2012 for a subsidiary which was acquired in 2013. Additionally, a number of tax examinations are in progress by the relevant state tax authorities. Although TSYS is unable to determine the ultimate outcome of these examinations, TSYS believes that its liability for uncertain tax positions relating to these jurisdictions for such years is adequate. | |||||||||||||
GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken in a tax return. During the year ended December 31, 2014, TSYS increased its liability for prior year uncertain income tax positions as a discrete item by a net amount of approximately $4.0 million (net of the federal tax effect). 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. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax liabilities is as follows 1: | |||||||||||||
(in millions) | Year Ended | ||||||||||||
December 31, 2014 | |||||||||||||
Beginning balance | $ | 2.7 | |||||||||||
Current activity: | |||||||||||||
Additions based on tax positions related to current year | 0.9 | ||||||||||||
Additions for tax positions of prior years | 3.5 | ||||||||||||
Reductions for tax positions of prior years | (0.4 | ) | |||||||||||
Net, current activity | 4 | ||||||||||||
Ending balance | $ | 6.7 | |||||||||||
1 | Unrecognized state tax liabilities are not adjusted for the federal tax impact | ||||||||||||
TSYS recognizes potential interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Income. Gross accrued interest and penalties on unrecognized tax benefits totaled $0.3 million and $0.3 million as of December 31, 2014 and December 31, 2013, respectively. The total amounts of unrecognized income tax benefits as of December 31, 2014 and December 31, 2013 that, if recognized, would affect the effective tax rates are $6.5 million and $2.8 million (net of the federal benefit on state tax issues), respectively, which includes interest and penalties of $0.2 million and $0.2 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | Note 16 | Commitments and Contingencies | |||
LEASE COMMITMENTS: TSYS is obligated under noncancelable operating leases for computer equipment and facilities. | |||||
The future minimum lease payments under noncancelable operating leases with remaining terms greater than one year for the next five years and thereafter and in the aggregate as of December 31, 2014, are as follows: | |||||
(in thousands) | |||||
2015 | $ | 118,321 | |||
2016 | 121,745 | ||||
2017 | 62,741 | ||||
2018 | 27,184 | ||||
2019 | 22,693 | ||||
Thereafter | 30,088 | ||||
Total future minimum lease payments | $ | 382,772 | |||
The majority of computer equipment lease commitments come with a renewal option or an option to terminate the lease. These lease commitments may be replaced with new leases which allow the Company to continually update its computer equipment. Total rental expense 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, including, but not limited to, minimum standards and time frames against which the Company’s performance is measured. In the event the Company does not meet its contractual commitments with its clients, the Company may incur penalties and certain clients may have the right to terminate their contracts with the Company. The Company does not believe that it will fail to meet its contractual commitments to an extent that will result in a material adverse effect on its financial position, results of operations or cash flows. | |||||
CONTINGENCIES: | |||||
Legal Proceedings — General | |||||
The Company is subject to various legal proceedings and claims and is also subject to information requests, inquiries and investigations arising out of the ordinary conduct of its business. The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that TSYS determines to be both probable and reasonably estimable in accordance with GAAP. In the opinion of management, based on current knowledge and in part upon the advice of legal counsel, all matters not specifically discussed below are believed to be adequately covered by insurance, or, if not covered, the possibility of losses from such matters are believed to be remote or such matters are of such kind or involve such amounts that would not have a material adverse effect on the financial position, results of operations or cash flows of the Company if disposed of unfavorably. | |||||
Telexfree Matter | |||||
ProPay, Inc. (“ProPay”), a subsidiary of the Company, has been named as one of a number of defendants (including other merchant processors) in several purported class action lawsuits relating to the activities of Telexfree, Inc. and its affiliates and principals. Telexfree is a former merchant customer of ProPay. With regard to Telexfree, each purported class action lawsuit generally alleges that Telexfree engaged in an improper multi-tier marketing scheme involving voice-over Internet protocol telephone services. The plaintiffs in each of the 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. The bankruptcy was subsequently transferred to the Massachusetts Bankruptcy Court. | |||||
Specifically, ProPay has been named as one of a number of defendants (including other merchant processors) in each of the following purported class action complaints relating to Telexfree: (i) Waldermara Martin, et al. v. TelexFree, Inc., et al. (Case No. BK-S-14-12524-ABL) filed on May 3, 2014 in the United States Bankruptcy Court District of Nevada, (ii) Anthony Cellucci, et al. v. TelexFree, Inc., et. al. (Case No. 4:14-BK-40987) filed on May 15, 2014 in the United States Bankruptcy Court District of Massachusetts, (iii) Maduako C. Ferguson Sr., et al. v. Telexelectric, LLLP, et. al (Case No. 5:14-CV-00316-D) filed on June 5, 2014 in the United States District Court of North Carolina, (iv) Todd Cook v. TelexElectric LLLP et al. (Case No. 2:14-CV-00134), filed on June 24, 2014 in the United States District Court for the Northern District of Georgia, (v) Felicia Guevara v. James M. Merrill et al., CA No. 1:14-cv-22405-DPG), filed on June 27, 2014 in the United State District Court for the Southern District of Florida, (vi) Reverend Jeremiah Githere, et al. v. TelexElectric LLLP et al. (Case No. 1:14-CV-12825-GAO), filed on June 30, 2014 in the United States District Court for the District of Massachusetts , and (vii) Paulo Eduardo Ferrari et al. v. Telexfree, Inc. et al. (Case No. 14-04080), filed on August 20, 2014 in the United States Bankruptcy Court for the District of Massachusetts (together, the “Actions”). On October 21, 2014, all of the above-referenced lawsuits, with the exception of the Ferrari case, were transferred to the United States District Court for the District of Massachusetts by the Judicial Panel on Multidistrict Litigation. ProPay has not yet been served with the Ferrari complaint. The United States District Court for the District of Massachusetts has entered an order appointing lead counsel for the plaintiffs, but has not yet formally consolidated the Actions, and ProPay has not yet been required to respond to any of the complaints. | |||||
In December 2014, ProPay was also named as a defendant in another putative class action relating to TelexFree filed in the United States District Court for the Southern District of New York, , Abdelgadir v. TelexFree, Inc., et al., Case No. 14-CV-9857. The Abdelgadir complaint makes allegations that are substantially the same as those contained in the other putative class actions described above. ProPay has not been served with the Abdelgadir complaint. | |||||
ProPay has also received various subpoenas, a seizure warrant and other inquiries requesting information regarding Telexfree from (i) the Commonwealth of Massachusetts, Securities Division, (ii) United States Securities and Exchange Commission, (iii) US Immigration and Customs Enforcement, and (iv) a “Notice of Potential Claim and Demand to Preserve Evidence” from the bankruptcy Trustee of the Chapter 11 entities of Telexfree, Inc., Telexfree, LLC and Telexfree Financial, Inc. ProPay has produced documents to the above-named governmental entities and to the TelexFree bankruptcy Trustee pursuant to their requests. To date, none have taken any further action with respect to ProPay. Pursuant to the seizure warrant served by the United States Attorney’s Office for the District of Massachusetts, ProPay delivered all funds associated with Telexfree held for chargeback and other purposes by ProPay to US Immigration and Customs Enforcement. | |||||
The above proceedings and actions are preliminary in nature. While the Company and ProPay intend to vigorously defend matters arising out of the relationship of ProPay with Telexfree and believe ProPay has substantial defenses related to these purported claims, the Company currently cannot reasonably estimate losses attributable to these matters. | |||||
GUARANTEES AND INDEMNIFICATIONS: The Company has entered into processing and licensing agreements with its clients that include intellectual property indemnification clauses. Under these clauses, the Company generally agrees to indemnify its clients, subject to certain exceptions, against legal claims that TSYS’ services or systems infringe on certain third party patents, copyrights or other proprietary rights. In the event of such a claim, the Company is generally obligated to hold the client harmless and pay for related losses, liabilities, costs and expenses, including, without limitation, court costs and reasonable attorney’s fees. The Company has not made any indemnification payments pursuant to these indemnification clauses. | |||||
A portion of the Company’s business is conducted through distributors that provide load and reload services to cardholders at their locations. Members of the Company’s distribution and reload network collect cardholder funds and remit them by electronic transfer to the Issuing Banks for deposit in the cardholder accounts. The Company’s Issuing Banks typically receive cardholders’ funds no earlier than three business days after they are collected by the distributor. If any distributor fails to remit cardholders’ funds to the Company’s Issuing Banks, the Company typically reimburses the Issuing Banks for the shortfall created thereby. The Company manages the risk associated with this process through a formalized set of credit standards, volume limits and deposit requirements for certain distributors and by typically maintaining the right to offset any settlement shortfall against the commissions payable to the relevant distributor. To date, the Company has not experienced any significant losses associated with settlement failures and the Company had not recorded a settlement guarantee liability as of December 31, 2014. As of December 31, 2014, the Company’s estimated gross settlement exposure was $11.1 million. | |||||
GPR cardholders can incur charges in excess of the funds available in their accounts and are liable for the resulting overdrawn account balance. Although the Company generally declines authorization attempts for amounts that exceed the available balance in a cardholder’s account, the application of the Networks’ rules and regulations, the timing of the settlement of transactions and the assessment of subscription, maintenance or other fees can, among other things, result in overdrawn card accounts. The Company also provides, as a courtesy and in its discretion, certain cardholders with a “cushion” that allows them to overdraw their card accounts by up to $10. In addition, eligible cardholders may enroll in the Issuing Banks’ overdraft protection programs and fund transactions that exceed the available balance in their accounts. The Company generally provides the funds used as part of these overdraft programs (one of the Company’s issuing banks will advance the first $1.0 million on behalf of its cardholders) and is responsible to the Issuing Banks for any losses associated with any overdrawn account balances. As of December 31, 2014 and 2013, cardholders’ overdrawn account balances totaled $14.0 million and $13.8 million, respectively. 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 $5.8 million, respectively. | |||||
The Company has not recorded a liability for guarantees or indemnities in the accompanying consolidated balance sheet since the maximum amount of potential future payments under such guarantees and indemnities is not determinable. | |||||
PRIVATE EQUITY INVESTMENTS: On May 31, 2011, the Company entered into a limited partnership agreement in connection with its agreement to invest in an Atlanta, Georgia-based venture capital fund focused exclusively on investing in technology-enabled financial services companies. Pursuant to the limited partnership agreement, the Company has committed to invest up to $20 million in the fund so long as its ownership interest in the fund does not exceed 50%. As of December 31, 2014 and 2013, the Company’s investment balance in the fund was $9.3 million and $6.0 million, respectively. The Company recognized gains of $0.8 million, $1.0 million, and $0.9 million due to increases in fair value in the years ended December 31, 2014, 2013 and 2012, respectively. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Employee Benefit Plans | Note 17 | Employee Benefit Plans | |||||||||||
The Company provides benefits to its employees by offering employees participation in certain defined contribution plans. The employee benefit plans through which TSYS provided benefits to its employees during 2014 are described as follows: | |||||||||||||
RETIREMENT SAVINGS AND STOCK PURCHASE PLANS: TSYS maintains a single plan, the Retirement Savings Plan, which is designed to reward all team members of TSYS U.S.-based companies with a uniform employer contribution. The terms of the plan provide for the Company to match 100% of the employee contribution up to 4% of eligible compensation. The Company can make discretionary contributions up to another 4% based upon business conditions. | |||||||||||||
The Company also maintains a stock purchase plan for employees. The Company contributes 15% 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 2012 are as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
TSYS Retirement Savings Plan | $ | 17,531 | 14,506 | 13,421 | |||||||||
TSYS Stock Purchase Plan | 1,288 | 1,236 | 1,140 | ||||||||||
POSTRETIREMENT MEDICAL BENEFITS PLAN: TSYS provides certain medical benefits to qualified retirees through a postretirement medical benefits plan, which is immaterial to the Company’s consolidated financial statements. The measurement of the benefit expense and accrual of benefit costs associated with the plan do not reflect the effects of the 2003 Medicare Act. Additionally, the benefit expense and accrued benefit cost associated with the plan, as well as any potential impact of the effects of the 2003 Medicare Act, are not significant to the Company’s consolidated financial statements. |
Equity
Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity | Note 18 | Equity | |||||||||||
DIVIDENDS: Dividends on common stock of $74.8 million were paid in 2014, compared to $56.5 million and $94.0 million in 2013 and 2012, respectively. The increase in dividends paid in 2014 compared to 2013 is due to the acceleration of payment of the fourth quarter 2012 dividend. The fourth quarter 2012 dividend payment was paid in December 2012, rather than January 2013, 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, 2014: | |||||||||||||
(in thousands, except per share data) | (a) | (b) | (c) | ||||||||||
Plan Category | Number of securities to | Weighted-average | Number of securities remaining | ||||||||||
be issued upon exercise of | exercise price of | available for future issuance | |||||||||||
outstanding options, | outstanding | under equity compensation plans | |||||||||||
warrants and rights | options, warrants | (excluding securities reflected in | |||||||||||
and rights | column (a)) | ||||||||||||
Equity compensation plans approved by security holders | 4,892 | $ | 23.83 | 9,879 | 1 | ||||||||
The Company does not have any equity compensation plans that were not approved by security holders. | |||||||||||||
1 | 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 |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Share-Based Compensation | Note 19 | 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 in three equal annual installments on the anniversaries of the date of grant and expire ten years from the date of grant. Vesting for stock options granted during the years 2006 through 2009 (other than performance-based stock options) accelerate upon retirement for employees who have reached age 62 and who also have no less than fifteen years of service, or are 65, at the date of their election to retire. For stock options granted during the years 2006 through 2009, share-based compensation expense is fully recognized for plan participants upon meeting the retirement eligibility requirements of age and service. Employees not retirement eligible who terminate employment only received the shares for the full vesting periods completed. | |||||||||||||||||||||||||
Stock options granted during 2010 and 2011 generally become exercisable in three equal annual installments on the anniversaries of the date of grant and expire ten years from the date of grant. These options vest on a pro-rata basis upon retirement based upon the number of months employed during the year of retirement. For stock options granted during 2010 and 2011, share-based compensation expense is fully recognized for plan participants upon meeting the retirement eligibility requirements of age and service. Employees not retirement eligible who terminate employment only received the shares for the full vesting periods completed. | |||||||||||||||||||||||||
Stock options granted subsequent to 2011 generally become exercisable in three equal annual installments on the anniversaries of the date of grant and expire ten years from the date of grant. For employees who retire during the first 18 months of the options term, the options vest on a pro-rata basis based upon the number of months employed during the year of retirement. If the employee retires after the 18-month period, vesting is accelerated upon retirement. When an employee meets the requirements for retirement eligibility after the 18-month period but before the final vesting period, the employee is fully vested in the options at that time. Employees not retirement eligible who terminate employment only received the shares for the full vesting periods completed. | |||||||||||||||||||||||||
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 retire. Share-based compensation expense is recognized in income over the remaining nominal vesting period with consideration for retirement eligibility. | |||||||||||||||||||||||||
Long-Term Incentive Plans | |||||||||||||||||||||||||
TSYS maintains the Total System Services, Inc. 2012 Omnibus Plan, Total System Services, Inc. 2007 Omnibus Plan, Total System Services, Inc. 2002 Long-Term Incentive Plan,Total System Services, Inc. 2000 Long-Term Incentive Plan and the Amended and Restated NetSpend Holdings Inc. 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services, Inc. to advance the interests of TSYS and its shareholders through awards that give employees and directors a personal stake in TSYS’ growth, development and financial success. Awards under these plans are designed to motivate employees and directors to devote their best efforts to the business of TSYS. Awards will also help TSYS attract and retain the services of employees and directors who are in a position to make significant contributions to TSYS’ success. | |||||||||||||||||||||||||
The plans are administered by the Compensation Committee of the Company’s Board of Directors and enable the Company to grant nonqualified and incentive stock options, stock appreciation rights, restricted stock and restricted stock units, performance units or 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 awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of shares, or are exchanged with the Committee’s permission, prior to the issuance of shares, for awards not involving shares, shall be available again for grant under the various plans. The aggregate number of shares of TSYS stock which may be granted to participants pursuant to awards granted under the various plans may not exceed the following: Total System Services, Inc. 2012 Omnibus Plan -17 million shares; Total System Services, Inc. 2007 Omnibus Plan -5 million shares; Total System Services, Inc. 2002 Long-Term Incentive Plan -9.4 million shares; and Total System Services, Inc. 2000 Long-Term Incentive Plan -2.4 million shares. Effective February 1, 2010 and March 5, 2012, no additional awards may be made from the Total System Services, Inc. 2000 and 2002 Long-Term Incentive Plans, respectively. | |||||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||||
Share-based compensation costs are classified as selling, general and administrative expenses on the Company’s statements of income and corporate administration and other expenses for segment reporting purposes. TSYS does not include amounts associated with share-based compensation as costs capitalized as software development and contract acquisition costs as these awards are typically granted to individuals not involved in capitalizable activities. For the year ended December 31, 2014, share-based compensation was $30.8 million compared to $28.9 million and $18.6 million for the same periods in 2013 and 2012, respectively. | |||||||||||||||||||||||||
Nonvested Awards: The Company granted shares of TSYS common stock to certain key employees and non-management members of its Board of Directors. The grants to certain key employees were issued under nonvested stock bonus awards for services to be provided in the future by such officers and employees. The grants to the 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 are for services to be provided in the future and vest over varying periods. The NetSpend awards were converted into equivalent shares of Company’s common stock on the acquisition date. The value of the stock at the date of issuance is charged as compensation expense over the vesting periods of the awards. | |||||||||||||||||||||||||
On July 18, 2013, the Company issued 212,694 retention shares of TSYS common stock with a market value of $5.5 million to certain key employees of NetSpend. The nonvested stock bonus awards to certain key employees are for services to be provided in the future and vest over periods ranging from two to four years. The market value of the TSYS common stock at the date of issuance is charged as compensation expense over the vesting periods of the awards. | |||||||||||||||||||||||||
The following table summarizes the number of shares granted each year: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of shares | 672,724 | 1,667,246 | 310,690 | ||||||||||||||||||||||
Market value (in millions) | $ | 20.6 | 41.3 | 6.7 | |||||||||||||||||||||
A summary of the status of TSYS’ nonvested shares as of December 31, 2014, 2013 and 2012 and the changes during the periods are presented below: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Nonvested shares | Shares | Weighted | Shares | Weighted | Shares | Weighted | |||||||||||||||||||
(in thousands, except per share data) | Average | Average | Average | ||||||||||||||||||||||
Grant-Date | Grant-Date | Grant-Date | |||||||||||||||||||||||
Fair Value | Fair Value | Fair Value | |||||||||||||||||||||||
Outstanding at beginning of year | 1,783 | $ | 24.19 | 554 | $ | 19.96 | 618 | $ | 16.8 | ||||||||||||||||
Granted | 673 | 30.67 | 1,667 | 1 | 24.75 | 311 | 21.47 | ||||||||||||||||||
Vested | (602 | ) | 23.74 | (328 | ) | 19.95 | (366 | ) | 15.91 | ||||||||||||||||
Forfeited/canceled | (85 | ) | 25.47 | (110 | ) | 23.82 | (9 | ) | 19.85 | ||||||||||||||||
Outstanding at end of year | 1,769 | $ | 26.75 | 1,783 | $ | 24.19 | 554 | $ | 19.96 | ||||||||||||||||
1 | Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $21.5 million. A portion of the expense associated with these options has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. | ||||||||||||||||||||||||
As of December 31, 2014, there was approximately $30.5 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a remaining weighted average period of 2.0 years. | |||||||||||||||||||||||||
In 2014, TSYS authorized a total grant of 211,593 performance shares to certain key executives with a performance-based vesting schedule (2014 performance shares). These 2014 performance shares have a 2014-2016 performance period for which the Compensation Committee of the Board of Directors established two performance goals: revenues before reimbursable items and adjusted EPS and, if such goals are attained in 2016, the performance shares will vest, up to a maximum of 200% of the total grant. Compensation expense for the award is measured on the grant date based on the quoted 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 through the end of 2016. | |||||||||||||||||||||||||
On July 18, 2013, TSYS issued 225,000 shares of TSYS common stock as a performance-based retention stock award to a certain key executive with a performance-based vesting schedule through 2015. This award was forfeited in July 2014. The Company has reversed all previously recorded expense associated with this award. | |||||||||||||||||||||||||
On July 1, 2013, the Company issued 87,356 shares of TSYS common stock as a performance-based replacement stock award as part of the NetSpend acquisition. The performance-based stock award has a 2013-2015 performance period for which the Compensation Committee of the Board of Directors established two performance goals: compound growth in revenues of the NetSpend segment and operating income of the NetSpend segment and, if such goals are attained in 2015, the performance award will vest, up to a maximum of 100% of the total grant. 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 the performance-based stock award are expected to be recognized until the end of 2015. | |||||||||||||||||||||||||
In April 2013, TSYS authorized a total grant of 237,679 performance shares to certain key executives with a performance-based vesting schedule (2013 performance shares). These 2013 performance shares have a 2013-2015 performance period for which the Compensation Committee of the Board of Directors established two performance goals: compounded growth in revenues before reimbursable items and income from continuing operations and, if such goals are attained in 2015, the performance shares will vest, up to a maximum of 200% of the total grant. Compensation expense for the award is measured on the grant date based on the quoted 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, TSYS authorized a total grant of 241,095 performance shares to certain key executives with a performance based vesting schedule (2012 performance shares). These 2012 performance shares have a 2012-2014 performance period for which the Compensation Committee of the Board of Directors established two performance goals: compound growth in revenues before reimbursable items and income from continuing operations and, if such goals are attained in 2014, the performance shares will vest, up to a maximum of 200% of the total grant. Compensation expense for the award is measured on the grant date based on the quoted market price of TSYS common stock. On February 4, 2015, when the Committee certified performance, the performance shares vested at approximately 134% of the total grant. | |||||||||||||||||||||||||
As of December 31, 2014, there was approximately $10.4 million of total unrecognized compensation cost related to the 2013 and 2014 performance shares compensation arrangements. That cost is expected to be recognized until the end of 2015. | |||||||||||||||||||||||||
A summary of the awards authorized in each year is below: | |||||||||||||||||||||||||
Total Number of | Potential Number | ||||||||||||||||||||||||
Shares Awarded | of Performance- | ||||||||||||||||||||||||
Based Shares to be | |||||||||||||||||||||||||
Vested | |||||||||||||||||||||||||
2014 | 211,593 | 211,593 | (2017 | ) | |||||||||||||||||||||
2013 | 563,803 | 325,035 | (2016 | ) | |||||||||||||||||||||
2012 | 241,095 | 458,082 | (2015 | ) | |||||||||||||||||||||
A summary of the status of TSYS’ performance-based nonvested shares as of December 31, 2014, 2013 and 2012 and changes during those periods are presented below: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Performance-based | Shares | Weighted | Shares | Weighted | Shares | Weighted | |||||||||||||||||||
Nonvested shares | Average | Average | Average | ||||||||||||||||||||||
(in thousands, except per share data) | Grant Date | Grant Date | Grant Date | ||||||||||||||||||||||
Fair Value | Fair Value | Fair Value | |||||||||||||||||||||||
Outstanding at beginning of year | 1,049 | $ | 22.75 | 809 | $ | 18.76 | 580 | $ | 16.68 | ||||||||||||||||
Granted | 211 | 30.89 | 564 | 1 | 24.88 | 278 | 22.91 | ||||||||||||||||||
Vested | (258 | ) | 17.57 | (324 | ) | 15.93 | (37 | ) | 18.08 | ||||||||||||||||
Forfeited/canceled | (236 | ) | 25.62 | — | — | (12 | ) | 16.57 | |||||||||||||||||
Outstanding at end of year | 766 | $ | 25.86 | 1,049 | $ | 22.75 | 809 | $ | 18.76 | ||||||||||||||||
1 | Includes the issuance of approximately 87,356 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $2.2 million. A portion of the expense associated with these awards has been included as a component 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 non-management members of its Board of Directors. The grants to key TSYS executive officers were issued for services to be provided in the future and vest over a period of three years. The grants to the Board of Directors were fully vested on the date of grant. The average fair value of the options granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model. | |||||||||||||||||||||||||
On July 1, 2013, the Company issued 1,060,148 stock option replacement awards with a market value of $13.7 million as part of the NetSpend acquisition. The weighted average fair value of the options was $12.93 and was calculated on the date of grant using a conversion factor into equivalent shares of the Company’s common stock on the acquisition date. The grants vest over a period ranging from seven months to 45 months. The weighted average fair value of the option grants was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions: exercise price of $11.68; risk-free interest rate of 1.31%; expected volatility of 29.22%; expected term of 4.7 years; and dividend yield of 1.63%. | |||||||||||||||||||||||||
The following table summarizes the weighted average assumptions, and the weighted average fair value of the options: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of options granted | 1,046,372 | 1,939,796 | 818,090 | ||||||||||||||||||||||
Weighted average exercise price | $ | 30.96 | $ | 17.42 | $ | 22.95 | |||||||||||||||||||
Risk-free interest rate | 2.01 | % | 1.31 | % | 1.69 | % | |||||||||||||||||||
Expected volatility | 25.06 | % | 26.81 | % | 24.11 | % | |||||||||||||||||||
Expected term (years) | 6.5 | 6 | 7.9 | ||||||||||||||||||||||
Dividend yield | 1.29 | % | 1.64 | % | 1.75 | % | |||||||||||||||||||
Weighted average fair value | $ | 7.66 | $ | 9.48 | $ | 5.27 | |||||||||||||||||||
A summary of TSYS’ stock option activity as of December 31, 2014, 2013 and 2012, and changes during the years ended on those dates is presented below: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
(in thousands, | Options | Weighted | Options | Weighted | Options | Weighted | |||||||||||||||||||
except per share data) | Average | Average | Average | ||||||||||||||||||||||
Exercise Price | Exercise Price | Exercise Price | |||||||||||||||||||||||
Options: | |||||||||||||||||||||||||
Outstanding at beginning of year | 5,752 | $ | 20.96 | 6,065 | $ | 21.27 | 6,082 | $ | 20.61 | ||||||||||||||||
Granted 1 | 1,046 | 30.96 | 1,940 | 17.42 | 818 | 22.95 | |||||||||||||||||||
Exercised | (1,850 | ) | 18.79 | (2,177 | ) | 18.75 | (619 | ) | 16.15 | ||||||||||||||||
Forfeited/canceled | (56 | ) | 28.88 | (76 | ) | 16.78 | (216 | ) | 23.73 | ||||||||||||||||
Outstanding at end of year | 4,892 | $ | 23.83 | 5,752 | $ | 20.96 | 6,065 | $ | 21.27 | ||||||||||||||||
Options exercisable at year-end | 2,781 | $ | 22.86 | 3,232 | $ | 23.02 | 3,235 | $ | 24.12 | ||||||||||||||||
Weighted average fair value of options granted during the year | $ | 7.66 | $ | 9.48 | $ | 5.27 | |||||||||||||||||||
1 | Includes the issuance of approximately 1.1 million stock option replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $13.7 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. | ||||||||||||||||||||||||
As of December 31, 2014 the average remaining contractual life and intrinsic value of TSYS’ outstanding and exercisable stock options were as follows: | |||||||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||||||
Average remaining contractual life (in years) | 6.6 | 5.1 | |||||||||||||||||||||||
Aggregate intrinsic value (in thousands) | $ | 49,548 | 30,866 | ||||||||||||||||||||||
Shares Issued for Options Exercised | |||||||||||||||||||||||||
During 2014, 2013 and 2012, employees of the Company exercised options for shares of TSYS common stock that were issued from treasury. The table below summarizes these stock option exercises by year: | |||||||||||||||||||||||||
(in thousands) | Options Exercised | Intrinsic Value | |||||||||||||||||||||||
and Issued from | |||||||||||||||||||||||||
Treasury | |||||||||||||||||||||||||
2014 | (1,850 | ) | $ | 22,883 | |||||||||||||||||||||
2013 | 2,177 | 16,580 | |||||||||||||||||||||||
2012 | 619 | 4,243 | |||||||||||||||||||||||
For awards granted before January 1, 2006 that were not fully vested on January 1, 2006, the Company will record the tax benefits from the exercise of stock options as increases to the “Additional paid-in capital” line item of the Consolidated Balance Sheets. If the Company does recognize tax benefits, the Company will record these tax benefits from share-based compensation costs as cash inflows in the financing section and cash outflows in the 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 is expected to be recognized over a remaining weighted average period of 1.2 years. |
Treasury_Stock
Treasury Stock | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Treasury Stock | Note 20 | Treasury Stock | |||||||||||||||
The following table summarizes shares held as treasury stock and their related carrying value as of December 31: | |||||||||||||||||
(in thousands) | Number of | Treasury | |||||||||||||||
Treasury | Shares Cost | ||||||||||||||||
Shares | |||||||||||||||||
2014 | 17,836 | $ | 453,230 | ||||||||||||||
2013 | 15,073 | 326,996 | |||||||||||||||
2012 | 15,440 | 287,301 | |||||||||||||||
Stock Repurchase Plan | |||||||||||||||||
On April 20, 2010, TSYS announced a stock repurchase plan to purchase up to 10 million shares of TSYS stock. The shares may be purchased from time to time over the next two years at prices considered attractive to the Company. On May 3, 2011, TSYS announced that its Board had approved an increase in the number of shares that may be repurchased under its current share repurchase plan from up to 10 million shares to up to 15 million shares of TSYS stock. On July 24, 2012, TSYS announced that its Board had approved an increase in the number of shares that may be repurchased under its current share repurchase plan from up to 15 million shares to up to 20 million shares of TSYS stock. The expiration date of the plan was also extended to April 30, 2014. During 2014, the Company purchased 5.2 million shares for approximately $165.3 million, at an average price of $31.79. During 2013, the Company purchased 3.1 million shares for approximately $97.6 million, at an average price of $31.48. During 2012, the Company purchased 3.2 million shares for approximately $74.6 million, at an average price of $23.31. In January 2014, the TSYS Board approved an increase in the number of shares that may be repurchased under its current share repurchase plan from up to 20 million shares to up to 28 million shares of TSYS stock. With the increase, TSYS had 12.0 million shares available to be repurchased. In addition, the expiration date of the plan was extended to April 30, 2015. | |||||||||||||||||
On January 27, 2015, TSYS announced that its Board had approved a new stock repurchase plan to purchase up to 20 million shares of TSYS stock. The shares may be purchased from time to time at prices considered appropriate. There is no expiration date for the plan. The plan discussed in the preceding paragraph was terminated. | |||||||||||||||||
The following table sets forth information regarding the Company’s purchases of its common stock on a monthly basis during the three months ended December 31, 2014: | |||||||||||||||||
(in thousands, except per share data) | Total Number | Average Price | Total Number of | Maximum | |||||||||||||
of Shares | Paid per Share | Cumulative shares Purchased | Number of | ||||||||||||||
Purchased | as Part of Publicly | Shares That | |||||||||||||||
announced Plans or | May Yet Be | ||||||||||||||||
Programs | Purchased | ||||||||||||||||
Under the Plans | |||||||||||||||||
or Programs | |||||||||||||||||
Oct-14 | — | $ | — | 19,693 | 8,307 | ||||||||||||
Nov-14 | 850 | 32.88 | 20,543 | 7,457 | |||||||||||||
Dec-14 | 650 | 33.35 | 21,193 | 6,807 | |||||||||||||
Total | 1,500 | $ | 33.08 | ||||||||||||||
Treasury Shares | |||||||||||||||||
In 2008, the Compensation Committee approved “share withholding for taxes” for all employee nonvested awards, and also for employee stock options under specified circumstances. The 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 162,489 shares for approximately $5.2 million and acquired 264,383 shares for approximately $6.3 million, respectively, as a result of share withholding for taxes. |
Other_Comprehensive_Income_Los
Other Comprehensive Income (Loss) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Other Comprehensive Income (Loss) | Note 21 | Other Comprehensive Income (Loss) | |||||||||||||||||||
Comprehensive income (loss) for TSYS consists of net income, cumulative foreign currency translation adjustments, unrealized gain on available for sale securities and the recognition of an overfunded or underfunded status of a defined benefit postretirement plan recorded as a component of shareholders’ equity. The income tax effects allocated to and the cumulative balance of each component of accumulated other comprehensive income (loss) are as follows: | |||||||||||||||||||||
(in thousands) | Beginning | Pretax | Tax | Net-of-tax | Ending | ||||||||||||||||
Balance | amount | effect | Balance | ||||||||||||||||||
As of December 31, 2011 | $ | (2,585 | ) | 5,397 | 3,257 | 2,140 | $ | (445 | ) | ||||||||||||
Foreign currency translation adjustments | $ | (186 | ) | 4,875 | 1,357 | 3,518 | $ | 3,332 | |||||||||||||
Transfer from noncontrolling interest (NCI) | 28 | — | — | — | 28 | ||||||||||||||||
Change in accumulated other comprehensive income (AOCI) related to postretirement healthcare plans | (287 | ) | (2,603 | ) | (938 | ) | (1,665 | ) | (1,952 | ) | |||||||||||
As of December 31, 2012 | $ | (445 | ) | 2,272 | 419 | 1,853 | $ | 1,408 | |||||||||||||
Foreign currency translation adjustments | $ | 3,332 | (295 | ) | 1,033 | (1,328 | ) | $ | 2,004 | ||||||||||||
Transfer from NCI | 28 | — | — | — | 28 | ||||||||||||||||
Gain on available for sale securities | — | 2,810 | 1,037 | 1,773 | 1,773 | ||||||||||||||||
Change in AOCI related to postretirement healthcare plans | (1,952 | ) | 1,926 | 30 | 1,896 | (56 | ) | ||||||||||||||
As of December 31, 2013 | $ | 1,408 | 4,441 | 2,100 | 2,341 | $ | 3,749 | ||||||||||||||
Foreign currency translation adjustments | $ | 2,004 | (17,143 | ) | (1,547 | ) | (15,596 | ) | $ | (13,592 | ) | ||||||||||
Transfer from NCI | 28 | — | — | — | 28 | ||||||||||||||||
Gain on available for sale securities | 1,773 | (1,058 | ) | (390 | ) | (668 | ) | 1,105 | |||||||||||||
Change in AOCI related to postretirement healthcare plans | (56 | ) | 921 | 332 | 589 | 533 | |||||||||||||||
As of December 31, 2014 | $ | 3,749 | (17,280 | ) | (1,605 | ) | (15,675 | ) | $ | (11,926 | ) | ||||||||||
Consistent with its overall strategy of pursuing international investment opportunities, TSYS adopted the permanent reinvestment exception under GAAP, with respect to future earnings of certain foreign subsidiaries. Its decision to permanently reinvest foreign earnings offshore means TSYS will no longer allocate taxes to foreign currency translation adjustments associated with these foreign subsidiaries accumulated in other comprehensive income. |
Segment_Reporting_including_Ge
Segment Reporting, including Geographic Area Data and Major Customers | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting, including Geographic Area Data and Major Customers | Note 22 | Segment Reporting, including Geographic Area Data and Major Customers | |||||||||||||||||||||||
TSYS provides global payment 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 are categorized as Corporate Administration. | |||||||||||||||||||||||||
In the first quarter of 2014, the Company’s Japan-based entities qualified for discontinued operations treatment. | |||||||||||||||||||||||||
In July 2013, TSYS completed its acquisition of all the outstanding stock of NetSpend, which previously operated as a publicly traded company. NetSpend’s financial results are included in the NetSpend segment. | |||||||||||||||||||||||||
In December 2012, TSYS completed its acquisition of all the outstanding stock of ProPay, a privately-held payment solutions company. ProPay’s financial results are included in the Merchant Services segment. | |||||||||||||||||||||||||
In August 2012, TSYS completed its acquisition of 60% of CPAY, a privately held direct merchant acquirer. CPAY’s financial results are included in the Merchant Services segment. In February, 2014, the Company purchased an additional 15% equity interest in CPAY. | |||||||||||||||||||||||||
Refer to Note 24 for more information on acquisitions. | |||||||||||||||||||||||||
North America Services includes electronic payment processing services and other services provided from within the North America region. International Services includes electronic payment processing and other services provided from outside the North America region. Merchant Services includes electronic processing and other services provided to merchants and merchant acquirers. The NetSpend segment provides GPR prepaid debit and payroll cards and alternative financial service solutions to the underbanked and other consumers in the United States. | |||||||||||||||||||||||||
At TSYS, the chief operating decision maker (CODM) is a group consisting of Senior Executive Management and above. In the first quarter of 2014, the CODM decided that all share-based compensation costs should be included in the category “Corporate Administration and Other” for purposes of segment disclosures. All prior periods were restated to reflect this change. This change is used to evaluate performance and assess resources starting in the first quarter 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 to analyze each segment’s results of operations. This new metric consists of operating income adjusted for amortization of acquisition related intangibles and corporate administrative and other costs. All periods presented have been adjusted to reflect this new measure. Depreciation and amortization for the segments changed as a result of this new metric removing amortization associated with intangible assets from the total for the segments. | |||||||||||||||||||||||||
In early 2013, TSYS embarked on two corporate-wide initiatives that impact more than one operating segment. One initiative is a multi-year, multi-phase initiative that consists of enhancing TSYS’ issuing processing platforms. The other is an innovation initiative focused on enhancing existing product and service offerings through several new product concepts and ideas on how to change existing processes. The costs associated with these two new initiatives are not allocated to the operating segments, but are combined, along with the existing corporate administration, in a grouping titled “Corporate Administration and Other.” This was a change the CODM requested and was used to evaluate performance and assess resources starting in the first quarter of 2013. The following operating results by segment comparison reflects the change in segment reporting from these initiatives, including the 2012 results. | |||||||||||||||||||||||||
The Company believes the terms and conditions of transactions between the segments are comparable to those which could have been obtained in transactions with unaffiliated parties. TSYS’ operating segments share certain resources, such as information technology support, that TSYS allocates asymmetrically. | |||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Operating Segments | 2014 | 2013 | 2012 | ||||||||||||||||||||||
Revenues before reimbursable items | |||||||||||||||||||||||||
North America Services | $ | 954,082 | 860,645 | 826,750 | |||||||||||||||||||||
International Services | 341,785 | 321,484 | 318,730 | ||||||||||||||||||||||
Merchant Services | 435,649 | 446,277 | 409,698 | ||||||||||||||||||||||
NetSpend | 482,686 | 207,851 | — | ||||||||||||||||||||||
Intersegment revenues | (21,224 | ) | (12,549 | ) | (14,102 | ) | |||||||||||||||||||
Revenues before reimbursable items from external customers | $ | 2,192,978 | 1,823,708 | 1,541,076 | |||||||||||||||||||||
Total revenues | |||||||||||||||||||||||||
North America Services | $ | 1,117,764 | 1,000,073 | 965,393 | |||||||||||||||||||||
International Services | 363,359 | 341,549 | 336,047 | ||||||||||||||||||||||
Merchant Services | 510,120 | 533,050 | 512,580 | ||||||||||||||||||||||
NetSpend | 482,686 | 207,851 | — | ||||||||||||||||||||||
Intersegment revenues | (27,052 | ) | (18,218 | ) | (20,463 | ) | |||||||||||||||||||
Revenues from external customers | $ | 2,446,877 | 2,064,305 | 1,793,557 | |||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||
North America Services | $ | 86,513 | 74,480 | 74,673 | |||||||||||||||||||||
International Services | 38,909 | 41,708 | 47,889 | ||||||||||||||||||||||
Merchant Services | 14,571 | 12,034 | 12,083 | ||||||||||||||||||||||
NetSpend | 7,509 | 3,121 | — | ||||||||||||||||||||||
Segment depreciation and amortization | 147,502 | 131,343 | 134,645 | ||||||||||||||||||||||
Acquisition intangible amortization | 96,971 | 65,893 | 26,264 | ||||||||||||||||||||||
Corporate Administration and Other | 2,147 | 1,790 | 2,491 | ||||||||||||||||||||||
Total depreciation and amortization | $ | 246,620 | 199,026 | 163,400 | |||||||||||||||||||||
Adjusted segment operating income | |||||||||||||||||||||||||
North America Services | $ | 351,512 | 321,619 | 295,171 | |||||||||||||||||||||
International Services | 55,123 | 42,068 | 27,211 | ||||||||||||||||||||||
Merchant Services | 134,872 | 155,643 | 157,409 | ||||||||||||||||||||||
NetSpend | 128,285 | 66,353 | — | ||||||||||||||||||||||
Total adjusted segment operating income | 669,792 | 585,683 | 479,791 | ||||||||||||||||||||||
Acquisition intangible amortization | (96,971 | ) | (65,893 | ) | (26,264 | ) | |||||||||||||||||||
NetSpend merger and acquisition operating expenses | (3,217 | ) | (14,220 | ) | — | ||||||||||||||||||||
Corporate Administration and Other | (137,964 | ) | (123,070 | ) | (98,558 | ) | |||||||||||||||||||
Operating income | $ | 431,640 | 382,500 | 354,969 | |||||||||||||||||||||
As of December 31, | 2014 | 2013 | |||||||||||||||||||||||
Total assets | |||||||||||||||||||||||||
North America Services | $ | 3,327,160 | 3,215,333 | ||||||||||||||||||||||
International Services | 356,590 | 417,379 | |||||||||||||||||||||||
Merchant Services | 695,744 | 676,592 | |||||||||||||||||||||||
NetSpend | 1,556,369 | 1,596,150 | |||||||||||||||||||||||
Intersegment assets | (2,202,282 | ) | (2,218,886 | ) | |||||||||||||||||||||
Total assets | $ | 3,733,581 | 3,686,568 | ||||||||||||||||||||||
GEOGRAPHIC AREA DATA: The Company maintains property and equipment, net of accumulated depreciation and amortization, in the following geographic areas: | |||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
(in millions) | 2014 | 2013 | |||||||||||||||||||||||
United States | $ | 237.9 | 207.4 | ||||||||||||||||||||||
Europe | 45.5 | 46.4 | |||||||||||||||||||||||
Other | 7.2 | 6.2 | |||||||||||||||||||||||
Totals | $ | 290.6 | 260 | ||||||||||||||||||||||
GEOGRAPHIC AREA REVENUE BY OPERATING SEGMENT: The following tables reconcile segment external revenue to revenues by geography for the years ended December 31: | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
(in millions) | North | International | Merchant | NetSpend | Total | % | |||||||||||||||||||
America | Services | Services | |||||||||||||||||||||||
Services | |||||||||||||||||||||||||
United States | $ | 778.8 | — | 508.7 | 482.7 | $ | 1,770.20 | 72.3 | |||||||||||||||||
Europe1 | 0.8 | 304.3 | — | — | 305.1 | 12.5 | |||||||||||||||||||
Canada | 290.2 | — | 0.3 | — | 290.5 | 11.9 | |||||||||||||||||||
Mexico | 16.2 | — | — | — | 16.2 | 0.7 | |||||||||||||||||||
Other1 | 16.3 | 47.9 | 0.7 | — | 64.9 | 2.7 | |||||||||||||||||||
Total | $ | 1,102.30 | 352.2 | 509.7 | 482.7 | $ | 2,446.90 | 100 | |||||||||||||||||
2013 | |||||||||||||||||||||||||
(in millions) | North | International | Merchant | NetSpend | Total | % | |||||||||||||||||||
America | Services | Services | |||||||||||||||||||||||
Services | |||||||||||||||||||||||||
United States | $ | 712.1 | — | 533.9 | 207.9 | $ | 1,453.90 | 70.4 | |||||||||||||||||
Europe1 | 0.8 | 293.8 | — | — | 294.6 | 14.3 | |||||||||||||||||||
Canada | 243 | — | 0.2 | — | 243.2 | 11.8 | |||||||||||||||||||
Mexico | 16.5 | — | — | — | 16.5 | 0.8 | |||||||||||||||||||
Other1 | 14.5 | 41 | 0.6 | — | 56.1 | 2.7 | |||||||||||||||||||
Total | $ | 986.9 | 334.8 | 534.7 | 207.9 | $ | 2,064.30 | 100 | |||||||||||||||||
2012 | |||||||||||||||||||||||||
(in millions) | North | International | Merchant | NetSpend | Total | % | |||||||||||||||||||
America | Services | Services | |||||||||||||||||||||||
Services | |||||||||||||||||||||||||
United States | $ | 706.7 | — | 514.4 | — | $ | 1,221.10 | 68.1 | |||||||||||||||||
Europe1 | 0.8 | 292.2 | — | — | 293 | 16.3 | |||||||||||||||||||
Canada | 217.3 | — | 0.2 | — | 217.5 | 12.1 | |||||||||||||||||||
Mexico | 11.7 | — | — | — | 11.7 | 0.7 | |||||||||||||||||||
Other1 | 10.5 | 39.3 | 0.5 | — | 50.3 | 2.8 | |||||||||||||||||||
Total | $ | 947 | 331.5 | 515.1 | — | $ | 1,793.60 | 100 | |||||||||||||||||
1 | Revenues are impacted by movements in foreign currency exchange rates. | ||||||||||||||||||||||||
MAJOR CUSTOMER: For the years ended December 31, 2014, 2013 and 2012, the Company had no major customers. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |
Dec. 31, 2014 | ||
Supplemental Cash Flow Information | Note 23 | Supplemental Cash Flow Information |
Nonvested Share Awards | ||
The Company has issued shares of TSYS common stock to certain key employees and non-management members of its Board of Directors. The grants to certain key employees were issued in the form of nonvested stock bonus awards for services to be provided in the future by such officers and employees. The grants to the Board of Directors were fully vested on the date of grant. Refer to Note 18 for more information on nonvested share awards. | ||
Equipment and Software Acquired Under Capital Lease Obligations | ||
The Company acquired computer equipment and software under capital leases in the amount of $17.9 million, $5.3 million and $8.1 million in 2014, 2013 and 2012, respectively. | ||
Software Acquired Under Direct Financing | ||
The Company acquired software under direct financing in the amount of $13.6 million in 2014 . The Company did not acquire any software under direct financing in 2013 and 2012. Refer to Note 13 for more information. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Acquisitions | Note 24 | Acquisitions | |||||||||||||||
2014 | |||||||||||||||||
In February 2014, the Company acquired an additional 15% equity interest in CPAY from its privately held owner for $37.5 million, which increased its equity interest in CPAY from 60% to 75%. This purchase reduced the remaining redeemable noncontrolling interest in CPAY to 25% of its total outstanding equity. The pro forma earnings from this acquisition are not material to the consolidated financial statements. | |||||||||||||||||
2013 | |||||||||||||||||
On July 1, 2013, TSYS acquired all the outstanding stock of NetSpend, which previously operated as a publicly traded company and is a leading provider of GPR 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 titled NetSpend. | |||||||||||||||||
Under the terms of the Merger Agreement, TSYS acquired 100 percent ownership of NetSpend for approximately $1.4 billion, including $1.2 billion of cash to shareholders, $70.7 million of cash for payment to holders of vested stock options and awards, $58.3 million of cash for repayment of NetSpend’s revolving credit facility and $15.6 million in replacement stock options and awards. NetSpend shareholders received $16.00 in cash for each share of NetSpend common stock. There were 1.6 million NetSpend shares held by five shareholders who asserted appraisal (or dissenters’) rights with respect to their NetSpend shares, for a preliminary value of $25.7 million at $16.00 per share that were not funded at the closing of the acquisition. During 2014, TSYS paid $38.6 million to dissenting shareholders to settle the lawsuit. | |||||||||||||||||
Under the terms of the Merger Agreement, the Company replaced unvested share-based awards for certain current employees of NetSpend. The following table provides a list of all replacement awards and the estimated fair value of those awards issued in conjunction with the acquisition of NetSpend: | |||||||||||||||||
Number of Shares | Fair Value | ||||||||||||||||
and Options Issued | (in millions) | ||||||||||||||||
Time-based restricted stock | 870,361 | $ | 21.5 | ||||||||||||||
Non-qualified stock options | 530,696 | 8.4 | |||||||||||||||
Incentive stock options | 529,452 | 5.3 | |||||||||||||||
Performance-based restricted stock | 87,356 | 2.2 | |||||||||||||||
Total | 2,017,865 | $ | 37.4 | ||||||||||||||
The portion of the fair value of the replacement awards related to services provided prior to the business combination was included in the total purchase price. The portion of the fair value associated with future service is recognized as expense over the future service period, which varies by award. The Company determined that $15.6 million ($11.1 million net of tax) of the replacement awards was 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. All of the goodwill was assigned to TSYS’ new NetSpend segment. The goodwill recognized is not expected to be deductible for income tax purposes. | |||||||||||||||||
The following table summarizes the consideration paid for NetSpend and the initially recognized amounts of the identifiable assets acquired and liabilities assumed on July 1, 2013 (the acquisition date). | |||||||||||||||||
(in thousands) | |||||||||||||||||
Consideration | |||||||||||||||||
Cash | $ | 1,355,270 | |||||||||||||||
Equity instruments | 15,557 | ||||||||||||||||
Dissenting shareholder liability* | 25,723 | ||||||||||||||||
Fair value of total consideration transferred | $ | 1,396,550 | |||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Cash | $ | 40,610 | |||||||||||||||
Accounts receivable | 11,335 | ||||||||||||||||
Property equipment and software | 11,657 | ||||||||||||||||
Identifiable intangible assets | 480,086 | ||||||||||||||||
Deferred tax asset | 10,165 | ||||||||||||||||
Other assets | 36,660 | ||||||||||||||||
Deferred tax liability | (155,945 | ) | |||||||||||||||
Financial liabilities | (62,452 | ) | |||||||||||||||
Total identifiable net assets | 372,116 | ||||||||||||||||
Goodwill | 1,024,434 | ||||||||||||||||
$ | 1,396,550 | ||||||||||||||||
* | Represents 1.6 million NetSpend shares held by dissenting shareholders | ||||||||||||||||
As of December 31, 2014, goodwill related to NetSpend increased $8.5 million due to changes during the measurement period. For more information, refer to Note 7. | |||||||||||||||||
Identifiable intangible assets acquired in the NetSpend acquisition include channel relationships, current technology, a prospect database, the NetSpend trade name and non-compete agreements. | |||||||||||||||||
The identifiable intangible assets had no significant estimated residual value. These intangible assets are being amortized over their estimated useful lives of five to eight years based on the pattern of expected future economic benefit, which approximates a straight-line basis over the useful lives of the assets. The fair value of the acquired identifiable intangible assets of $480.1 million was estimated using the income approach (discounted cash flow and relief from royalty methods) and cost approach. The fair values and useful lives of the identified intangible assets were primarily determined using forecasted cash flows, which included estimates for certain assumptions such as revenues, expenses, attrition rates and royalty rates. | |||||||||||||||||
The estimated fair value of identifiable intangible assets acquired in the acquisitions and the related estimated weighted average useful lives are as follows: | |||||||||||||||||
(in thousands) | Fair Value | Weighted Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Channel relationships | $ | 317,000 | 8 | ||||||||||||||
Current technology | 78,711 | 7 | |||||||||||||||
Trade name | 44,000 | 5 | |||||||||||||||
Database | 28,000 | 5 | |||||||||||||||
Covenants-not-to-compete | 11,500 | 6 | |||||||||||||||
Favorable lease | 875 | 4.9 | |||||||||||||||
Total acquired identifiable intangible assets | $ | 480,086 | 7.3 | ||||||||||||||
The fair value measurement of the identifiable intangible assets represents Level 2 and Level 3 measurements. Key assumptions include (a) cash flow projections based on market participant and internal data, (b) a discount rate of 11%, (c) a pre-tax royalty rate range of 2.5-7.0%, (d) attrition rates of 5%-40%, (e) an effective tax rate of 40%, and (f) a terminal value based on a long-term sustainable growth rate of 3%. | |||||||||||||||||
In connection with the acquisition, TSYS incurred $3.2 million and $14.2 million in acquisition-related costs primarily related to professional legal, finance, and accounting costs for the years ended December 31, 2014 and 2013, respectively. These costs were expensed as incurred and are included in merger and acquisition expenses on the income statement. | |||||||||||||||||
Pro Forma Results of Operations | |||||||||||||||||
The amounts of NetSpend revenue and earnings included in TSYS’ consolidated income statement for the years ended December 31, 2013 and 2012, and the pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2012 are: | |||||||||||||||||
Actual | Supplemental pro | ||||||||||||||||
forma | |||||||||||||||||
Years Ended | Years Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 2,064,305 | 1,793,557 | 2,286,348 | 2,144,654 | ||||||||||||
Net income attributable to TSYS common shareholders | $ | 244,750 | 244,280 | 239,775 | 193,255 | ||||||||||||
Basic EPS attributable to TSYS common shareholders | $ | 1.3 | 1.3 | 1.28 | 1.03 | ||||||||||||
Diluted EPS attributable to TSYS common shareholders | $ | 1.29 | 1.29 | 1.27 | 1.02 | ||||||||||||
The unaudited pro forma financial information presented above does not purport to represent what the actual results of operations would have been if the acquisition of NetSpend’s operations had occurred prior to January 1, 2012, nor is it indicative of the future operating results of TSYS. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, 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 have a continuing impact. These adjustments include, but are not limited to, the application of accounting policies; and depreciation and amortization related to fair value adjustments to property, plant and equipment and intangible assets. | |||||||||||||||||
The pro forma adjustments do not reflect the following material items that result directly from the acquisition and which impacted the statement of operations following the acquisition: | |||||||||||||||||
• | Acquisition and related financing transactions costs relating to fees to investment bankers, attorneys, accountants, and other professional advisors, and other transaction-related costs that were not capitalized as deferred financing costs; and | ||||||||||||||||
• | The effect of anticipated cost savings or operating efficiencies expected to be realized and related restructuring charges such as technology and infrastructure integration expenses, and other 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 small, home based entrepreneurs to multi-billion dollar enterprises. The results of operations for ProPay are immaterial and therefore not included in the Company’s results for the year ended December 31, 2012. The goodwill of $93.5 million recorded arises largely from synergies and economies of scale expected to be realized from combining the operations of TSYS and ProPay. None of the goodwill is tax deductible. ProPay is included as part of the Merchant Services segment. | |||||||||||||||||
On August 8, 2012, TSYS completed its acquisition of 60% of CPAY, a privately held direct merchant acquirer, for $66.0 million in cash. CPAY provides merchant services to small- to medium-sized merchants through an Independent Sales Agent (ISA) model, with a focus on merchants in the restaurant, personal services and retail sectors. The acquisition of CPAY expands the Company’s presence in the merchant acquiring industry and enhances the Company’s distribution model with CPAY’s strong sales agent channel. The results of operations for CPAY have been included in the Company’s results beginning August 8, 2012, and are included in the Merchant Services segment. The goodwill of $68.6 million recorded arises largely from synergies and economies of scale expected to be realized from combining the operations of TSYS and CPAY. All of the goodwill is tax deductible. | |||||||||||||||||
The following table summarizes the consideration paid for acquisitions and the preliminary recognized amounts of identifiable assets acquired and liabilities assumed during the year ended December 31, 2012. | |||||||||||||||||
(in thousands) | |||||||||||||||||
Cash and restricted cash | $ | 3,003 | |||||||||||||||
Accounts receivable | 4,092 | ||||||||||||||||
Other assets | 12,522 | ||||||||||||||||
Identifiable intangible assets | 76,600 | ||||||||||||||||
Other liabilities | (30,558 | ) | |||||||||||||||
Noncontrolling interest in acquired entity | (38,000 | ) | |||||||||||||||
Goodwill | 162,090 | ||||||||||||||||
Total consideration | $ | 189,749 | |||||||||||||||
The fair value of accounts receivable, accounts payable, accrued compensation, and other liabilities approximates the carrying amount of those assets and liabilities at the acquisition date. The fair value of accounts receivable due under agreements with customers is $4.1 million. The gross amount due under the agreements is $4.8 million, of which approximately $688,000 is expected to be uncollectible. | |||||||||||||||||
Of the $123.7 million in consideration paid for ProPay, $12.5 million was placed in escrow for a period of 18 months to secure certain claims that may be brought against the escrowed consideration by TSYS pursuant to the merger agreement. The 18-month period has been extended for an additional nine months in a subsequent tolling agreement between the parties. Consideration is contingent and may be returned to the Company pursuant to indemnification commitments made by the shareholders which formerly owned ProPay related to a breach of the representations and warrantees made in the merger agreement. Such indemnification commitments are recognized as a possible receivable and measured at fair value. Based upon the probability of various possible outcomes related to the indemnification commitments, TSYS has determined that the fair value of any receivable asset would be immaterial. The maximum amount of contingent consideration returnable to the Company related to certain indemnification commitments made by the Seller is $12.5 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. | |||||||||||||||||
Of the $66.0 million in consideration paid for CPAY, $3.3 million was placed in escrow for a period of 21 months to secure certain claims that may be brought against the escrowed consideration by TSYS pursuant to the Investment Agreement. The entire amount of the escrow was released to the Seller (as defined below) in May 2014 pursuant to the terms of the Escrow Agreement between the parties. Consideration is contingent and may be returned to the Company pursuant to indemnification commitments made by the company which formerly owned 100% of Central Payment (Seller) related to, among other things, a breach of certain representations and warranties made in the Investment Agreement, and losses arising out of any of the Excluded Liabilities as defined in the Investment Agreement. Such indemnification commitments are recognized as a possible asset receivable and measured at fair value. Based upon the probability of various possible outcomes related to the indemnification commitments, TSYS has determined that the fair value of any receivable asset would be immaterial. The maximum amount of contingent consideration returnable to the Company related to certain indemnification commitments made by the Seller is $9.9 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 intangible assets are being amortized over their estimated useful lives of two to ten years based on the pattern of expected future economic benefit, which approximates a straight-line basis over the useful lives of the assets. The fair value of the acquired identifiable intangible assets of $76.6 million was estimated using the income approach (discounted cash flow and relief from royalty methods) and cost approach. The fair values and useful lives of the identified intangible assets were primarily determined using forecasted cash flows, which included estimates for certain assumptions such as revenues, expenses, attrition rates, and royalty rates. The estimated fair value of identifiable intangible assets acquired in the acquisitions and the related estimated weighted average useful lives are as follows: | |||||||||||||||||
Fair Value | Weighted | ||||||||||||||||
(in millions) | Useful Lives | ||||||||||||||||
(in years) | |||||||||||||||||
Customer relationships | $ | 59.5 | 8.6 | ||||||||||||||
Current technology | 13 | 5 | |||||||||||||||
Covenants-not-to-compete | 2.9 | 2.8 | |||||||||||||||
Trade name | 1.2 | 2 | |||||||||||||||
Total acquired identifiable intangible assets | $ | 76.6 | 7.7 | ||||||||||||||
This fair value measurement is based on significant inputs that are both observable (Level 2) and non-observable (Level 3) in the market. Key assumptions in the ProPay acquisition include (a) cash flow projections based on market participant and internal data, (b) a discount rate of 14.0% for the overall Company and a discount rate of 14.5% for the intangible assets, (c) a pre-tax royalty rate of 1.0% for trade names and technology (d) an attrition rate of 3.0%- 5.0%, (e) an effective tax rate of 39.0%, and (f) a terminal value based on a long-term sustainable growth rate of 3.0%. | |||||||||||||||||
Key assumptions in the CPAY acquisition include (a) cash flow projections based on market participant and internal data, (b) a discount rate of 19.0% for the overall company and a discount rate of 19.5% for the intangible assets, (c) a pre-tax royalty rate of 1.0% for trade names and technology (d) an attrition rate of 25.0%, (e) an effective tax rate of 39.0%, and (f) a terminal value based on a long-term sustainable growth rate of 3.0%. | |||||||||||||||||
In connection with these acquisitions, TSYS incurred $1.3 million in acquisition-related costs primarily related to professional legal, finance, and accounting costs. These costs were expensed as incurred and are included in selling, general, and administrative expenses in the income statement for the year ended December 31, 2012. | |||||||||||||||||
Other | |||||||||||||||||
On February 1, 2012, TSYS acquired contract-based intangible assets in its Merchant Services segment for $1.7 million. These intangible assets are being amortized on a straight-line basis over their estimated useful lives of five years which approximates their usage. | |||||||||||||||||
Redeemable Noncontrolling Interest | |||||||||||||||||
The fair value of the noncontrolling interest in CPAY, owned by a private company, was based on the actual purchase price paid for the controlling interest in CPAY. Next, adjustments were made for lack of control and lack of marketability that market participants would consider when estimating the fair value of the noncontrolling, non-marketable interest in CPAY. | |||||||||||||||||
In connection with the acquisition of CPAY, the Company is party to call and put arrangements with respect to the membership units that represent the remaining noncontrolling interest of CPAY. The call arrangement is exercisable by TSYS and the put arrangement is exercisable by the Seller. The put arrangement is outside the control of the Company by requiring the Company to purchase the Seller’s entire equity interest in CPAY at a put price at fair market value. At the time of the original acquisition, the redemption of the put option was considered probable based upon the passage of time of the second anniversary date. The put arrangement is recorded on the balance sheet and is classified as redeemable noncontrolling interest outside of permanent equity. | |||||||||||||||||
In February 2014, the Company purchased an additional 15% equity interest in CPAY for $37.5 million, reducing its redeemable noncontrolling interest in CPAY to 25%. As a result of this transaction, the call and put arrangements for CPAY, representing 25% of its total outstanding equity interests, were extended and may now be exercised at the discretion of TSYS or the Seller on the third anniversary of the closing of the additional purchase and upon the recurrence of certain other specified events. | |||||||||||||||||
The put option is not currently redeemable, but redemption is considered probable based upon the passage of time of the third anniversary date of the 2014 purchase of additional equity. As such, the Company has adopted the accounting policy to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date, which the Company believes to be in 2017. If the put option was redeemable as of December 31, 2014, the redemption value was 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 are not material to the consolidated financial statements. |
Collaborative_Arrangement
Collaborative Arrangement | 12 Months Ended | |
Dec. 31, 2014 | ||
Collaborative Arrangement | Note 25 | Collaborative Arrangement |
TSYS has a 45% ownership interest in an enterprise jointly owned with two other entities which operates aircraft for the owners’ internal use. The arrangement allows each entity access to the aircraft and each entity pays for its usage of the aircraft. Each quarter, the net operating results of the enterprise are shared among the owners based on their respective ownership percentage. | ||
TSYS records its usage of the aircraft and its share of net operating results of the enterprise in selling, general and administrative expenses. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Earnings Per Share | Note 26 | Earnings Per Share | |||||||||||||||||||||||
The following table illustrates basic and diluted EPS under the guidance of GAAP for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
(in thousands, except per share data) | Common | Participating | Common | Participating | Common | Participating | |||||||||||||||||||
Stock | Securities | Stock | Securities | Stock | Securities | ||||||||||||||||||||
Basic EPS: | |||||||||||||||||||||||||
Net income | $ | 322,872 | $ | 244,750 | $ | 244,280 | |||||||||||||||||||
Less income allocated to nonvested awards | (3,308 | ) | 3,308 | (1,595 | ) | 1,595 | (800 | ) | 800 | ||||||||||||||||
Net income allocated to common stock for EPS calculation(a) | $ | 319,564 | 3,308 | $ | 243,155 | 1,595 | $ | 243,480 | 800 | ||||||||||||||||
Average common shares outstanding(b) | 184,297 | 1,925 | 187,145 | 1,246 | 187,403 | 627 | |||||||||||||||||||
Basic EPS(a)/(b) | $ | 1.73 | 1.72 | $ | 1.3 | 1.28 | $ | 1.3 | 1.28 | ||||||||||||||||
Diluted EPS: | |||||||||||||||||||||||||
Net income | $ | 322,872 | $ | 244,750 | $ | 244,280 | |||||||||||||||||||
Less income allocated to nonvested awards | (3,288 | ) | 3,288 | (1,585 | ) | 1,585 | (796 | ) | 796 | ||||||||||||||||
Net income allocated to common stock for EPS calculation(c) | $ | 319,584 | 3,288 | $ | 243,165 | 1,585 | $ | 243,484 | 796 | ||||||||||||||||
Average common shares outstanding | 184,297 | 1,925 | 187,145 | 1,246 | 187,403 | 627 | |||||||||||||||||||
Increase due to assumed issuance of shares related to common equivalent shares outstanding | 1,459 | 1,648 | 1,262 | ||||||||||||||||||||||
Average common and common equivalent shares outstanding(d) | 185,756 | 1,925 | 188,793 | 1,246 | 188,665 | 627 | |||||||||||||||||||
Diluted EPS(c)/(d) | $ | 1.72 | 1.71 | $ | 1.29 | 1.27 | $ | 1.29 | 1.27 | ||||||||||||||||
The diluted EPS calculation excludes stock options and nonvested awards that are convertible into 1.1 million, 2.9 million and 3.6 million common shares for the years ended December 31, 2014, 2013 and 2012, respectively, because their inclusion would have been anti-dilutive. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events | 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 system to TSYS’ processing system. | ||
Management performed an evaluation of the Company’s activity as of the date these audited financial statements were issued, and has concluded that, other than as set forth above, there are no additional significant subsequent events requiring disclosure. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule II Valuation and Qualifying Accounts | Schedule II | ||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
(in thousands) | |||||||||||||||||
Additions | |||||||||||||||||
Changes in | |||||||||||||||||
Balance at | allowances, charges to | Balance at | |||||||||||||||
beginning | expenses and changes | end | |||||||||||||||
of period | to other accounts | Deductions | of period | ||||||||||||||
Year ended December 31, 2012: | |||||||||||||||||
Provision for doubtful accounts | $ | 2,108 | 2,045 | -1 | (1,539 | )(3) | $ | 2,614 | |||||||||
Provision for billing adjustments | $ | 2,037 | (991 | )(1) | 251 | -3 | $ | 1,297 | |||||||||
Transaction processing provisions - processing errors | $ | 5,322 | 2,805 | -2 | (6,403 | )(3) | $ | 1,724 | |||||||||
Deferred tax valuation allowance | $ | 11,751 | 1,557 | -4 | (332 | )(5) | $ | 12,976 | |||||||||
Year ended December 31, 2013: | |||||||||||||||||
Provision for doubtful accounts | $ | 2,614 | 2,375 | -1 | (2,232 | )(3) | $ | 2,757 | |||||||||
Provision for billing adjustments | $ | 1,297 | (376 | )(1) | (294 | )(3) | $ | 627 | |||||||||
Transaction processing provisions - processing errors | $ | 1,724 | 7,458 | -2 | (6,773 | )(3) | $ | 2,409 | |||||||||
Provision for fraud losses | $ | — | 19,737 | (1),(6) | (13,953 | )(3) | $ | 5,784 | |||||||||
Deferred tax valuation allowance | $ | 12,976 | 2,298 | -4 | (583 | )(5) | $ | 14,691 | |||||||||
Year ended December 31, 2014: | |||||||||||||||||
Provision for doubtful accounts | $ | 2,757 | 2,326 | -1 | (884 | )(3) | $ | 4,199 | |||||||||
Provision for billing adjustments | $ | 627 | 497 | -1 | (117 | )(3) | $ | 1,007 | |||||||||
Transaction processing provisions - processing errors | $ | 2,409 | 9,468 | -2 | (7,247 | )(3) | $ | 4,630 | |||||||||
Provision for fraud losses | $ | 5,784 | 38,381 | -1 | (37,853 | )(3) | $ | 6,312 | |||||||||
Deferred tax valuation allowance | $ | 14,691 | 5,534 | -4 | (1,262 | )(5) | $ | 18,963 | |||||||||
-1 | Amount reflected includes charges to (recoveries of) bad debt expense which are classified in selling, general and administrative expenses and the charges for billing adjustment which are recorded against revenues. | ||||||||||||||||
-2 | Amount reflected is the change in transaction processing provisions reflected in cost of services expenses. | ||||||||||||||||
-3 | Accounts deemed to be uncollectible and written off during the year as it relates to bad debts. Amounts that relate to billing adjustments and transaction processing provisions reflect actual billing adjustments and processing errors charged against the allowances. | ||||||||||||||||
-4 | Amount represents an increase in the amount of deferred tax assets, which more likely than not, will not be realized. | ||||||||||||||||
-5 | Amount represents a decrease in the amount of deferred tax assets, which more likely than not, will not be realized. | ||||||||||||||||
-6 | Includes $7.8 million of fraud losses on July 1, 2013 related to the acquisition of NetSpend. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION | PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: The accompanying consolidated financial statements, which are prepared in accordance with generally accepted accounting principles (GAAP) include the accounts of TSYS and its wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. | ||
RISKS AND UNCERTAINTIES AND USE OF ESTIMATES | RISKS AND UNCERTAINTIES AND USE OF ESTIMATES: Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, lower than anticipated growth from existing clients, an inability to attract new clients and grow internationally, loss of a major customer or other significant client, loss of a major supplier, an inability to grow through acquisitions or successfully integrate acquisitions, an inability to control expenses, technology changes, the impact of the application of and/or changes in accounting principles, financial services consolidation, changes in regulatory requirements, a decline in the use of cards as a payment mechanism, disruption of the Company’s international operations, breach of the Company’s security systems, a decline in the financial stability of the Company’s clients and uncertain economic conditions. Negative developments in these or other risk factors could have a material adverse effect on the Company’s financial position, results of operations and cash flows. | ||
The Company has prepared the accompanying consolidated financial statements in conformity with U.S. GAAP. The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. | |||
ACQUISITIONS - PURCHASE PRICE ALLOCATION | ACQUISITIONS — PURCHASE PRICE ALLOCATION: TSYS’ purchase price allocation methodology requires the Company to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. TSYS estimates the fair value of assets and liabilities based upon appraised market values, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Management determines the fair value of fixed assets and identifiable intangible assets such as developed technology or customer relationships, and any other significant assets or liabilities. TSYS adjusts the purchase price allocation, as necessary, up to one year after the acquisition closing date as TSYS obtains more information regarding asset valuations and liabilities assumed. Unanticipated events or circumstances may occur which could affect the accuracy of the Company’s fair value estimates, including assumptions regarding industry economic factors and business strategies, and result in an impairment or a new allocation of purchase price. | ||
Given its history of acquisitions, TSYS may allocate part of the purchase price of future acquisitions to contingent consideration as required by GAAP for business combinations. The fair value calculation of contingent consideration will involve a number of assumptions that are subjective in nature and which may differ significantly from actual results. TSYS may experience volatility in its earnings to some degree in future reporting periods as a result of these fair value measurements. | |||
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS: Cash on hand and investments with a maturity of three months or less when purchased are considered to be cash equivalents. | ||
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE: Accounts receivable balances are stated net of allowances for doubtful accounts and billing adjustments. | ||
TSYS records an allowance for doubtful accounts when it is probable that the accounts receivable balance will not be collected. When estimating the allowance for doubtful accounts, the Company takes into consideration such factors as its day-to-day knowledge of the financial position of specific clients, the industry and size of its clients, the overall composition of its accounts receivable aging, prior history with specific customers of accounts receivable write-offs and prior experience of allowances in proportion to the overall receivable balance. This analysis includes an ongoing and continuous communication with its largest clients and those clients with past due balances. A financial decline of any one of the Company’s large clients could have a material adverse effect on collectability of receivables and thus the adequacy of the allowance for doubtful accounts. | |||
Increases in the allowance for doubtful accounts are recorded as charges to bad debt expense and are reflected in selling, general and administrative expenses in the Company’s Consolidated Statements of Income. Write-offs of uncollectible accounts are charged against the allowance for doubtful accounts. | |||
TSYS records an allowance for billing adjustments for actual and potential billing discrepancies. When estimating the allowance for billing adjustments, the Company considers its overall history of billing adjustments, as well as its history with specific clients and known disputes. Increases in the allowance for billing adjustments are recorded as a reduction of revenues in the Company’s Consolidated Statements of Income and actual adjustments to invoices are charged against the allowance for billing adjustments. | |||
UP-FRONT DISTRIBUTOR PAYMENTS | UP-FRONT DISTRIBUTOR PAYMENTS: The Company makes up-front contractual payments to third-party distribution partners. The Company assesses each up-front payment to determine whether it meets the criteria of an asset as defined by U.S. GAAP. If these criteria are met, the Company capitalizes the up-front payment and recognizes the capitalized amount as expense ratably over the benefit period, which is generally the contract period. If the contract requires the distributor to perform specific acts (i.e. achieve a sales goal) and no other conditions exist for the distributor to earn or retain the up-front payment, then the Company capitalizes the payment and recognizes it as an expense when the performance conditions have been met. Up-front distributor payments are classified on the Consolidated Balance Sheet as other non-current assets and recorded as a cost of services in the Consolidated Statements of Income. | ||
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT: Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over estimated useful lives of 5-40 years, computer and other equipment over estimated useful lives of 2-5 years, and furniture and other equipment over estimated useful lives of 3-15 years. The Company evaluates impairment losses on long-lived assets used in operations in accordance with the provisions of GAAP. All ordinary repairs and maintenance costs are expensed as incurred. Maintenance costs that extend the asset life are capitalized and amortized over the remaining estimated life of the asset. | ||
LICENSED COMPUTER SOFTWARE | LICENSED COMPUTER SOFTWARE: The Company licenses software that is used in providing services to clients. Licensed software is obtained through perpetual licenses and site licenses and through agreements based on processing capacity (called “MIPS agreements”). Perpetual and site licenses are amortized 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, the Company evaluates impairment losses on long-lived assets used in operations in accordance with GAAP. | ||
ACQUISITION TECHNOLOGY INTANGIBLES | ACQUISITION TECHNOLOGY INTANGIBLES: These identifiable intangible assets are software technology assets resulting from acquisitions. These assets are amortized using the straight-line method over periods not exceeding their estimated useful lives, which range from five to nine years. GAAP requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their residual values, and reviewed for impairment. Acquisition technology intangibles’ net book values are included in computer software, net in the accompanying balance sheets. Amortization expenses are charged to cost of services in the Company’s Consolidated Statements of Income. | ||
SOFTWARE DEVELOPMENT COSTS | SOFTWARE DEVELOPMENT COSTS: Software development costs are capitalized once technological feasibility of the software product has been established. Costs incurred prior to establishing technological feasibility are expensed as incurred. Technological feasibility is established when the Company has completed a detailed program design and has determined that a product can be produced to meet its design specifications, including functions, features and technical performance requirements. Capitalization of costs ceases when the product is generally available to clients. At each balance sheet date, the Company evaluates the unamortized capitalized costs of software development as compared to the net realizable value of the software product which is determined by future undiscounted net cash flows. The amount by which the unamortized software development costs exceed the net realizable value is written off in the period that such determination is made. Software development costs are amortized using the straight-line method over its estimated useful life, which ranges from three to ten years. | ||
The Company also develops software that is used internally. These software development costs are capitalized in accordance with GAAP. Internal-use software development costs are capitalized once: (1) the preliminary project stage is completed, (2) management authorizes and commits to funding a computer software project, and (3) it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred prior to meeting the qualifications are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Internal-use software development costs are amortized using the straight-line method over its estimated useful life which ranges from three to ten years. Software development costs may become impaired in situations where development efforts are abandoned due to the viability of the planned project becoming doubtful or due to technological obsolescence of the planned software product. | |||
CONTRACT ACQUISITION COSTS | CONTRACT ACQUISITION COSTS: The Company capitalizes contract acquisition costs related to signing or renewing long-term contracts and costs related to cash 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 relationship (contract term) beginning when the client’s cardholder accounts are converted and producing revenues. The amortization of contract acquisition costs associated with cash payments for client incentives is included as a reduction of revenues in the Company’s Consolidated Statements of Income. The amortization of contract acquisition costs associated with conversion activity is recorded as cost of services in the Company’s Consolidated Statements of Income. | |||
The Company evaluates the carrying value of contract acquisition costs associated with each customer for impairment on the basis of whether these costs are fully recoverable from either contractual minimum fees (contractual costs) or from expected undiscounted net operating cash flows of the related contract (cash incentives paid). The determination of expected undiscounted net operating cash flows requires management to make estimates. These costs may become impaired with the loss of a contract, the financial decline of a client, termination of conversion efforts after a contract is signed, diminished prospects for current clients or if the Company’s actual results differ from its estimates of future cash flows. The amount of the impairment is written off in the period that such a determination is made. | |||
EQUITY INVESTMENTS | EQUITY INVESTMENTS: TSYS’ 49% investment in Total System Services de México, S.A. de C.V. (TSYS de México), an electronic payment processing support operation located in Toluca, Mexico, is accounted for using the equity method of accounting, as is TSYS’ 44.56% investment in China UnionPay Data Co., Ltd. (CUP Data) headquartered in Shanghai, China. TSYS’ equity investments are recorded initially at cost and subsequently adjusted for equity in earnings, cash contributions and distributions, and foreign currency translation adjustments. | ||
GOODWILL | GOODWILL: Goodwill results from the excess of cost over the fair value of net assets of businesses acquired. | ||
Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. | |||
Equity investment goodwill, which is not reported as goodwill in the Company’s Consolidated Balance Sheet, but is reported as a component of the equity investment, was $51.4 million as of December 31, 2014. | |||
OTHER INTANGIBLE ASSETS | OTHER INTANGIBLE ASSETS: Identifiable intangible assets relate primarily to customer relationships, databases, channel relationships, covenants-not-to-compete, trade names and trade associations resulting from acquisitions. These identifiable intangible assets are amortized using the straight-line method over periods not exceeding the estimated useful lives, which range from three to ten years. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with GAAP. Amortization expenses are charged to selling, general and administrative expenses in the Company’s Consolidated Statements of Income. | ||
FAIR VALUES OF FINANCIAL INSTRUMENTS | FAIR VALUES OF FINANCIAL INSTRUMENTS: The Company uses financial instruments in the normal course of its business. The carrying values of cash equivalents, accounts receivable, accounts payable, accrued salaries and employee benefits, and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities. The fair value of the Company’s long-term debt and obligations under capital leases is not significantly different from its carrying value. | ||
Investments in equity investments are accounted for using the equity method of accounting and pertain to privately held companies for which fair value is not readily available. The Company believes the fair values of its investments in equity investments exceed their respective carrying values. | |||
IMPAIRMENT OF LONG-LIVED ASSETS | IMPAIRMENT 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 an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If upon a triggering event the Company determines that the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. | ||
TRANSACTION PROCESSING PROVISIONS | TRANSACTION PROCESSING PROVISIONS: The Company has recorded an accrual for contract contingencies (performance penalties) and processing errors. A significant number of the Company’s contracts with large clients contain service level agreements which can result in TSYS incurring performance penalties if contractually required service levels are not met. When providing for these accruals, the Company takes into consideration such factors as the prior history of performance penalties and processing errors incurred, actual contractual penalties inherent in the Company’s contracts, progress towards milestones and known processing errors not covered by insurance. | ||
These accruals are included in other current liabilities in the accompanying Consolidated Balance Sheets. Increases and decreases in transaction processing provisions are charged to cost of services in the Company’s Consolidated Statements of Income, and payments or credits for performance penalties and processing errors are charged against the accrual. | |||
CARDHOLDERS' RESERVE | CARDHOLDERS’ RESERVE: The Company is exposed to losses due to cardholder fraud, payment defaults and other forms of cardholder activity as well as losses due to non-performance of third parties who receive cardholder funds for transmittal to the 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 chargebacks due to non-delivery of goods and services. These reserves are established based upon historical loss and recovery rates and cardholder activity for which specific losses can be identified. The cardholders’ reserve was approximately $6.3 million as of December 31, 2014. The provision for cardholder losses is included in cost of services in the Consolidated Statements of Income. The Company regularly updates its reserve estimate as new facts become known and events occur that may impact the settlement or recovery of losses. | ||
PROVISION FOR MERCHANT LOSSES | PROVISION FOR MERCHANT LOSSES: The Company has potential liability for losses resulting from disputes between a cardholder and a merchant that arise as a result of, among other things, the cardholder’s dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the 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 has gone out of business during such period, TSYS may be unable to collect such fees. TSYS maintains cash deposits or requires the pledge of a letter of credit from certain merchants, generally those with higher average transaction size where the card is not present when the charge is made or the product or service is delivered after the charge is made, in order to offset potential contingent liabilities such as chargebacks and reject losses that would arise if the merchant went out of business. Most chargeback and reject losses are charged to cost of services as they are incurred. However, the Company also maintains a provision against losses, including major fraud losses, which are both less predictable and involve larger amounts. The loss provision was established using historical loss rates, applied to recent bankcard processing volume. As of December 31, 2014, the Company had a merchant loss provision in the amount of $1.1 million. | ||
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTEREST: In connection with the acquisition of Central Payment Co., LLC (CPAY), the Company is party to call and put arrangements with respect to the membership units that represent the remaining noncontrolling interest of CPAY. The call arrangement is exercisable by TSYS and the put arrangement is exercisable by the seller. The put arrangement is outside the control of the Company by requiring the Company to purchase the seller’s entire equity interest in CPAY at a put price at fair market value. The put arrangement is recorded on the balance sheet and is classified as redeemable noncontrolling interest outside of permanent equity. | ||
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION: The Company maintains several different foreign operations whose functional currency is their local currency. Foreign currency financial statements of the Company’s Mexican and Chinese equity investments, the Company’s wholly owned subsidiaries and the Company’s majority owned subsidiaries, as well as the Company’s division and branches in the United Kingdom and China, are translated into U.S. dollars at current exchange rates, except for revenues, costs and expenses, and net income which are translated at the average exchange rates for each reporting period. Net gains or losses resulting from the currency translation of assets and liabilities of the Company’s foreign operations, net of tax when applicable, are accumulated in a separate section of shareholders’ equity titled accumulated other comprehensive income (loss). Gains and losses on transactions denominated in currencies other than the functional currencies are included in determining net income for the period in which exchange rates change. | ||
TREASURY STOCK | TREASURY STOCK: The Company uses the cost method when it purchases its own common stock as treasury shares or issues treasury stock upon option exercises and displays treasury stock as a reduction of shareholders’ equity. | ||
REVENUE RECOGNITION | REVENUE RECOGNITION: Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience. | ||
The Company’s North America and International Services revenues are derived from long-term processing contracts with financial and nonfinancial institutions and are generally recognized as the services are performed. Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements mailed, cards embossed and mailed and other processing services for cardholder accounts on file. Most of these contracts have prescribed annual revenue minimums, penalties for early termination, and service level agreements which may impact contractual fees if certain service levels are not achieved. | |||
Revenue is recognized as the services are performed, primarily measured on a per unit basis. Processing contracts generally range from three to ten years in length. When providing payment processing services, the Company frequently enters into customer arrangements to provide multiple services that may also include conversion or implementation services, business process outsourcing services such as call center services, web-based services, and other payment processing-related services. Revenue for these services is generally recognized as they are performed on a per unit basis each month or ratably over the term of the contract. | |||
The Company’s Merchant Services revenues are partially derived from relationships with thousands of individual merchants. Additionally, part of the revenues are derived from long-term processing contracts with large financial institutions, other merchant acquirers and merchant organizations which generally range from three to eight years and provide for penalties for early termination. Merchant services revenue is generated primarily from processing all payment forms including credit, debit, electronic 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 to electronic transactions, merchant billing services, and point-of-sale terminal services. Revenue is recognized for merchant services as those services are performed, primarily measured on a per unit basis. When providing merchant processing services, the Company frequently enters into customer arrangements to provide multiple services that may also include conversion or implementation services, business process outsourcing services such as call center services, terminal services, and other merchant processing-related services. Revenue for these services is generally recognized as they are performed on a per unit basis each month or ratably over the term of the contract. Revenues on point-of-sale terminal equipment are recognized upon the transfer of ownership and shipment of product. | |||
When a sale involves multiple deliverables, revenue recognition is affected by the determination of the number of deliverables in an arrangement, whether those deliverables may be separated into multiple units of accounting, and the valuation of each unit of accounting which affects the amount of revenue allocated to each unit. Pursuant to ASC 605, the Company uses vendor-specific objective evidence of selling price (VSOE) when it exists to determine the amount of revenue to allocate to each unit of accounting. The Company establishes VSOE of selling price using the price charged when the same service is sold separately (on a standalone basis). In certain situations, the Company does not have sufficient VSOE. In these situations, TSYS considered whether sufficient third party evidence (TPE) of selling price existed for the Company’s services. However, the Company typically is not able to determine TPE and has not used this measure of selling price due to the unique and proprietary nature of some of its services and the inability to reliably verify relevant standalone competitor prices. When there is insufficient evidence of VSOE and TPE, the Company has made its best estimate of the standalone selling price (ESP) of that service for purposes of allocating revenue to each unit of accounting. When determining ESP, TSYS uses limited standalone sales data that do not meet the Company’s criteria to establish VSOE, management pricing strategies, residual selling price data when VSOE exists for a group of elements, the cost of providing the services and the related margin objectives. Consideration is also given to geographies in which the services are sold or delivered, customer classifications, and market conditions including competitor pricing strategies and benchmarking studies. Revenue is recognized when the revenue recognition criteria for each unit of accounting have been met. | |||
As business and service offerings change in the future, the determination of the number of deliverables in an arrangement and related units of accounting and the future pricing practices may result in changes in the estimates of VSOE and ESP, which may change the ratio of fees allocated to each service or unit of accounting in a given customer arrangement. There were no material changes or impact to revenue in revenue recognition for current contract arrangements in the year ended December 31, 2014 due to any changes in the determination of the number of deliverables in an arrangement, units of accounting, or estimates of VSOE or ESP. | |||
In many situations, the Company enters into arrangements with customers to provide conversion or implementation services in addition to processing services where the conversion or implementation services do not have standalone value. For these arrangements, conversion or implementation services that do not have standalone value, are recognized over the expected customer relationship (contract term) as the related processing services are performed. | |||
The Company’s other services generally have standalone value and constitute separate units of accounting for revenue recognition purposes. Customer arrangements entered into prior to 2011 (prior to the adoption of Accounting Standard Update (ASU) 2009-13, “Multiple-Deliverable Revenue Arrangements,” an update to ASC Topic 605, “Revenue Recognition,” and formerly known as EITF 08-1, “Revenue Arrangements with Multiple Deliverables”) often included services for which sufficient objective and reliable evidence of fair value did not exist. In these situations, the deliverables were combined and recognized as a single unit of accounting based on the proportional performance for the combined unit. For pre-2011 arrangements that have not expired, have not been materially modified or amended, or terminated, the Company continues to recognize revenue in accordance with these policies in the accompanying financial statements. Beginning in 2011, services in new or materially modified arrangements of this nature were divided into separate units of accounting and revenue is now allocated to each unit of accounting based on the relative selling price method as disclosed above. As the services in the pre-2011 arrangements are generally delivered over the same term with consistent patterns of performance, there is no difference in the timing or pattern of revenue recognition for each group of arrangements (pre-2011 arrangements and those new or materially modified thereafter). | |||
The Company’s multiple element arrangements may include one or more elements that are subject to other topics including software revenue recognition and leasing guidance. The consideration for these multiple element arrangements is allocated to each group of deliverables – those subject to ASC 605-25 and those subject to other topics based on the revised guidance in ASU 2009-13. Arrangement revenue for each group of deliverables is then further separated, allocated, and recognized based on applicable guidance. | |||
The Company’s NetSpend revenues principally consist of a portion of the service fees and interchange revenues received by the Issuing Banks in connection with the programs NetSpend manages. Revenue is recognized when there is persuasive evidence of an arrangement, the relevant services have been rendered, the price is fixed or determinable and collectability is reasonably assured. | |||
Cardholders are charged fees in connection with NetSpend’s products and services as follows: | |||
• | Transactions — Cardholders are typically charged a fee for each PIN and signature-based purchase transaction made using their GPR cards, unless the cardholder is on a monthly or annual service plan, in which case the cardholder is instead charged a monthly or annual subscription fee, as applicable. Cardholders are also charged fees for ATM withdrawals and other transactions conducted at ATMs. | ||
• | Customer Service and Maintenance-Cardholders are typically charged fees for balance inquiries made through NetSpend’s call centers. Cardholders are also charged a monthly maintenance fee after a specified period of inactivity. | ||
• | Additional Products and Services-Cardholders are charged fees associated with additional products 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 reloading of the GPR cards at retailers and the Company receives a portion of these amounts in some cases. | ||
Revenue resulting from the service fees charged to the cardholders described above is recognized when the fees are charged because the earnings process is substantially complete, except for revenue resulting from the initial activation of cards and annual subscription fees. Revenue resulting from the initial activation of cards is recognized ratably, net of commissions paid to distributors, over the average account life, which is approximately six months for GPR cards. Revenue resulting from annual subscription fees is recognized ratably over the annual period to which the fees relate. | |||
Revenues also include fees charged in connection with program management and processing services the Company provides for private-label programs. Revenue resulting from these fees is recognized when the Company has fulfilled its obligations under the underlying service agreements. | |||
NetSpend earns revenues from a portion of the interchange fees remitted by merchants when cardholders make purchases using their GPR cards. Subject to applicable law, interchange fees are fixed by the card associations and network organizations (Networks). Interchange revenues are recognized net of sponsorship, licensing and processing fees charged by the Networks for services they provide in processing purchase transactions routed through them. Interchange revenue is recognized during the period that the purchase transactions occur. Also included in interchange revenue are fees earned from branding agreements with the Networks. | |||
In regards to taxes assessed by a governmental authority imposed directly on a revenue producing transaction, the Company reports its revenues on a net basis. | |||
REIMBURSABLE ITEMS | REIMBURSABLE ITEMS: Reimbursable items consist of out-of-pocket expenses which are reimbursed by the Company’s clients. These expenses consist primarily of postage, access fees and third party software. | ||
SHARE-BASED COMPENSATION | 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 in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. A public entity must measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. | ||
The Company recognizes compensation costs for the nonvested portion of outstanding share-based compensation granted in the form of stock options based on the grant-date fair value of those awards calculated under the provisions of GAAP. Share-based compensation expenses include the impact of expensing the fair value of stock options, as well as expenses associated with nonvested shares. | |||
The Company estimates forfeitures when recognizing compensation cost. The estimate of forfeitures will be adjusted by the Company as actual forfeitures differ from its estimates, resulting in compensation cost only for those awards that actually vest. The effect of the change in estimated forfeitures is recognized as compensation costs in the period the change in estimate occurred. In estimating its forfeiture rate, the Company stratified its data based upon historical experience to determine separate forfeiture rates for the different award grants. The Company currently estimates a forfeiture rate for existing stock option grants to TSYS non-executive employees, and a forfeiture rate for other TSYS share-based awards. Currently, TSYS estimates a forfeiture rate in the range of 0% to 10%. | |||
The Company has issued its vested awards to directors and nonvested awards to certain employees. The market value of the common stock at the date of issuance is recognized as compensation expense immediately for vested awards and over the vesting period of the nonvested awards. For nonvested award grants that have pro rata vesting, the Company recognizes compensation expense using the straight-line method over the vesting period of the award. | |||
LEASES | LEASES: The Company is obligated under noncancelable leases for computer equipment and facilities. As these leases expire, they will be evaluated and renewed or replaced by similar leases based on need. A lease is an agreement conveying the right to use property, plant or equipment (land and/or depreciable assets) usually for a stated period of time. For purposes of applying the accounting and reporting standards, leases are classified from the standpoint of the lessee as capital or operating leases. | ||
Rental payments on operating leases are charged to expense over the lease term. If rental payments are not made on a straight-line basis, rental expense nevertheless shall be recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which use benefit is derived from the leased property, in which case that basis shall be used. | |||
Certain of the Company’s operating leases are for office space. The Company will make various alterations (leasehold improvements) to the office space and capitalize these costs as part of property and equipment. Leasehold improvements are amortized on a straight-line basis over the useful life of the improvement or the term of the lease, whichever is shorter. | |||
ADVERTISING | ADVERTISING: Advertising costs are expensed as incurred or the first time 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 amortized over the average life of the new accounts, which is approximately one year. Television advertising production costs consist of the costs of developing and filming television ads. Television advertising production costs are capitalized when the production services are received and expensed in the period when the advertising first takes place. Advertising expense for 2014, 2013 and 2012 was $5.7 million, $1.3 million and $1.0 million, respectively. | ||
INCOME TAXES | INCOME TAXES: Income taxes reflected in TSYS’ consolidated financial statements are computed based on the taxable income of TSYS and its affiliated subsidiaries. A consolidated U.S. federal income tax return is filed for TSYS and its majority- owned U.S. subsidiaries. Additionally, income tax returns are also filed in states where TSYS and its subsidiaries have filing obligations and in foreign jurisdictions where TSYS has a foreign affiliate. | ||
The Company accounts for income taxes in accordance with the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Reserves against the carrying value of a deferred tax asset are established when necessary to reflect the decreased likelihood of realization of a deferred asset in the future. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||
Income tax provisions require the use of management judgments, which are subject to challenge by various taxing authorities. Contingency reserves are periodically established where the amount of the contingency can be reasonably determined and is likely to occur. Reductions in contingency reserves are recognized when tax disputes are settled or examination periods lapse. | |||
Significant estimates used in accounting for income taxes relate to the determination of taxable income, the determination of temporary differences between book and tax basis, as well as estimates on the realizability of tax credits and net operating losses. | |||
TSYS recognizes potential interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Income. | |||
NONCONTROLLING INTEREST | NONCONTROLLING INTEREST: Noncontrolling interest in earnings of subsidiaries represents the minority shareholders’ share of the net income or loss of TSYS Managed Services EMEA Ltd. (TSYS Managed Services) and CPAY. The noncontrolling interest in the Consolidated Balance Sheet reflects the original investment by these shareholders in TSYS Managed Services and CPAY, their proportional share of the earnings or losses and their proportional share of net gains or losses resulting from the currency translation of assets and liabilities of TSYS Managed Services and CPAY. TSYS has adopted the accounting policy to recognize gains or losses on equity transactions of a subsidiary as a capital transaction. | ||
EARNINGS PER SHARE | EARNINGS PER SHARE: Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” as defined by GAAP, and therefore should be included in EPS using the two-class method. | ||
The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes two or more classes of common stock or common stock and participating securities. It determines EPS based on dividends declared on common stock and participating securities and participation rights of participating securities in any undistributed earnings. | |||
Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated to reflect the potential dilution that would occur if stock options or other contracts to issue common stock were exercised. Diluted EPS is calculated by dividing net income by weighted average common and common equivalent shares outstanding. Common equivalent shares are calculated using the treasury stock method. | |||
RECLASSIFICATIONS | RECLASSIFICATIONS: Certain reclassifications have been made to the 2013 and 2012 financial statements to conform to the presentation adopted in 2014. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Financial Results for Discontinued Operations | The following table presents the main classes of assets and liabilities held for sale as of December 31, 2014 and 2013: | ||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Cash and cash equivalents | $ | — | 30,530 | ||||||||||
Other assets | 4,003 | 26,378 | |||||||||||
Total liabilities | 4,003 | 10,333 | |||||||||||
The following table presents the summarized results of discontinued operations for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Total revenues | $ | 16,376 | 68,048 | 77,415 | |||||||||
Income before taxes | $ | 1 | 3,443 | 1,982 | |||||||||
Income tax (benefit) expense | $ | (39 | ) | 1,388 | 987 | ||||||||
Income from operating activities of discontinued operations, net of tax | $ | 40 | 2,055 | 995 | |||||||||
Gain on dispositions, net of tax | $ | 48,615 | — | — | |||||||||
Income from discontinued operations, net of tax | $ | 48,655 | 2,055 | 995 | |||||||||
Income from discontinued operations, net of tax, attributable to noncontrolling interest | $ | 999 | 4,198 | 3,864 | |||||||||
Income (loss) from discontinued operations, net of tax, attributable to TSYS common shareholders | $ | 47,656 | (2,143 | ) | (2,869 | ) | |||||||
Interest allocated to discontinued operations1 | $ | — | 281 | 275 | |||||||||
1 | Interest expense relates to borrowings directly for use by Japan-based operations |
Relationships_with_Affiliated_1
Relationships with Affiliated Companies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Balances with Related Parties | The Company had the following balances with related parties as of December 31, 2014 and 2013: | ||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Accounts receivable | $ | 19 | 7 | ||||||||||
Account payable | 12 | 12 | |||||||||||
Revenues Derived from Affiliated Companies | The table below details revenues derived from affiliated companies for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Total revenues: | |||||||||||||
CUP Data | $ | 232 | 229 | 172 | |||||||||
TSYS de México | 78 | 68 | 72 | ||||||||||
Total revenues | $ | 310 | 297 | 244 | |||||||||
Processing support fees paid to TSYS de Mexico1 | $ | 148 | 148 | 186 | |||||||||
1 | The Company and TSYS de México are parties to an agreement where TSYS de México provides processing support to the Company. |
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Cash and Cash Equivalent Balances | 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 | $ | 225,396 | 191,460 | ||||||
Cash and cash equivalents in foreign accounts | 63,787 | 56,240 | |||||||
Total | $ | 289,183 | 247,700 | ||||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Prepaid Expenses and Other Current Assets | Significant components of prepaid expenses and other current assets as of December 31, 2014 and 2013 are summarized as follows: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Prepaid expenses | $ | 35,334 | 41,905 | ||||||
Supplies inventory | 14,340 | 12,142 | |||||||
Other | 49,300 | 41,062 | |||||||
Total | $ | 98,974 | 95,109 | ||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Gross Amount and Accumulated Impairment Loss of Goodwill | The gross amount and accumulated impairment losses of goodwill as of December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||
2014 | |||||||||||||||||||||
(in thousands) | North America | International | Merchant | NetSpend | Consolidated | ||||||||||||||||
Services | Services | Services | |||||||||||||||||||
Gross amount | $ | 70,796 | 31,681 | 415,973 | 1,032,959 | $ | 1,551,409 | ||||||||||||||
Accumulated impairment losses | (182 | ) | (1,605 | ) | (2,225 | ) | — | (4,012 | ) | ||||||||||||
Goodwill, net | $ | 70,614 | 30,076 | 413,748 | 1,032,959 | $ | 1,547,397 | ||||||||||||||
2013 | |||||||||||||||||||||
North America | International | Merchant | NetSpend | Consolidated | |||||||||||||||||
Services | Services | Services | |||||||||||||||||||
Gross amount | $ | 70,796 | 34,201 | 415,973 | 1,024,434 | $ | 1,545,404 | ||||||||||||||
Accumulated impairment losses | — | — | (2,225 | ) | — | (2,225 | ) | ||||||||||||||
Goodwill, net | $ | 70,796 | 34,201 | 413,748 | 1,024,434 | $ | 1,543,179 | ||||||||||||||
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||
(in thousands) | North America | International | Merchant | NetSpend | Consolidated | ||||||||||||||||
Services | Services | Services | |||||||||||||||||||
Balance as of December 31, 2012 | $ | 70,796 | 33,944 | 413,604 | — | $ | 518,344 | ||||||||||||||
NetSpend purchase price allocation | — | — | — | 1,024,434 | 1,024,434 | ||||||||||||||||
ProPay purchase price allocation | — | — | 144 | — | 144 | ||||||||||||||||
Currency translation adjustments | — | 257 | — | — | 257 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 70,796 | 34,201 | 413,748 | 1,024,434 | $ | 1,543,179 | ||||||||||||||
Disposal of GP Net | (182 | ) | (1,605 | ) | — | — | (1,787 | ) | |||||||||||||
NetSpend purchase price allocation | — | — | — | 8,525 | 8,525 | ||||||||||||||||
Currency translation adjustments | — | (2,520 | ) | — | — | (2,520 | ) | ||||||||||||||
Balance as of December 31, 2014 | $ | 70,614 | $ | 30,076 | $ | 413,748 | $ | 1,032,959 | $ | 1,547,397 | |||||||||||
Other_Intangible_Assets_net_Ta
Other Intangible Assets, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Contract Acquisition Costs | |||||||||||||
Components of Intangible Assets | Significant components of contract acquisition costs as of December 31, 2014 and 2013 are summarized as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Conversion costs, net | $ | 159,339 | 112,177 | ||||||||||
Payments for processing rights, net | 76,966 | 72,651 | |||||||||||
Total | $ | 236,305 | 184,828 | ||||||||||
Weighted Average Useful Life | The weighted average useful life for each component of contract acquisition costs, and in total, as of December 31, 2014 is as follows: | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Amortization | |||||||||||||
Period (Yrs) | |||||||||||||
Payments for processing rights | 14.5 | ||||||||||||
Conversion costs | 12.3 | ||||||||||||
Total | 13.4 | ||||||||||||
Estimated Future Amortization Expense | Estimated future amortization expense of conversion costs and payments for processing rights as of December 31, 2014 for the next five years is: | ||||||||||||
(in thousands) | Conversion | Payments for | |||||||||||
Costs | Processing Rights | ||||||||||||
2015 | $ | 30,060 | 16,897 | ||||||||||
2016 | 28,598 | 13,797 | |||||||||||
2017 | 26,210 | 11,691 | |||||||||||
2018 | 23,687 | 10,229 | |||||||||||
2019 | 20,715 | 8,322 | |||||||||||
Computer Software, Intangible Asset | |||||||||||||
Components of Intangible Assets | Computer software as of December 31, 2014 and 2013 is summarized as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Licensed computer software | $ | 435,701 | 393,947 | ||||||||||
Software development costs | 376,026 | 337,993 | |||||||||||
Acquisition technology intangibles | 167,687 | 168,336 | |||||||||||
Total computer software | 979,414 | 900,276 | |||||||||||
Less accumulated amortization: | |||||||||||||
Licensed computer software | 243,866 | 207,496 | |||||||||||
Software development costs | 275,512 | 254,046 | |||||||||||
Acquisition technology intangibles | 93,888 | 74,854 | |||||||||||
Total accumulated amortization | 613,266 | 536,396 | |||||||||||
Computer software, net | $ | 366,148 | 363,880 | ||||||||||
Weighted Average Useful Life | The weighted average useful life for each component of computer software, and in total, as of December 31, 2014, is as follows: | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Amortization | |||||||||||||
Period (Yrs) | |||||||||||||
Licensed computer software | 5.2 | ||||||||||||
Software development costs | 5.8 | ||||||||||||
Acquisition technology intangibles | 6.8 | ||||||||||||
Total | 5.7 | ||||||||||||
Estimated Future Amortization Expense | Estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles as of December 31, 2014 for the next five years is: | ||||||||||||
(in thousands) | Licensed | Software | Acquisition | ||||||||||
Computer | Development | Technology | |||||||||||
Software | Costs | Intangibles | |||||||||||
2015 | $ | 41,956 | 25,334 | 16,670 | |||||||||
2016 | 31,960 | 18,919 | 15,202 | ||||||||||
2017 | 21,326 | 13,770 | 13,718 | ||||||||||
2018 | 11,017 | 7,689 | 11,243 | ||||||||||
2019 | 6,097 | 1,568 | 11,243 | ||||||||||
Other intangible assets | |||||||||||||
Components of Intangible Assets | Significant components of other intangible assets as of December 31, 2014 and 2013 are summarized as follows: | ||||||||||||
2014 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Channel relationships | $ | 318,600 | (60,079 | ) | $ | 258,521 | |||||||
Customer relationships | 167,140 | (87,201 | ) | 79,939 | |||||||||
Trade name | 46,480 | (15,680 | ) | 30,800 | |||||||||
Database | 28,000 | (8,400 | ) | 19,600 | |||||||||
Covenants-not-to-compete | 14,940 | (5,551 | ) | 9,389 | |||||||||
Trade association | 10,000 | (4,750 | ) | 5,250 | |||||||||
Favorable lease | 875 | (267 | ) | 608 | |||||||||
Total | $ | 586,035 | (181,928 | ) | $ | 404,107 | |||||||
2013 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Channel relationships | $ | 318,600 | (20,261 | ) | $ | 298,339 | |||||||
Customer relationships | 167,871 | (69,114 | ) | 98,757 | |||||||||
Trade name | 46,561 | (6,527 | ) | 40,034 | |||||||||
Database | 28,000 | (2,800 | ) | 25,200 | |||||||||
Covenants-not-to-compete | 14,940 | (2,887 | ) | 12,053 | |||||||||
Trade association | 10,000 | (3,750 | ) | 6,250 | |||||||||
Favorable lease | 875 | (89 | ) | 786 | |||||||||
Total | $ | 586,847 | (105,428 | ) | $ | 481,419 | |||||||
Weighted Average Useful Life | The weighted average useful life for each component of other intangible assets, and in total, as of December 31, 2014 is as follows: | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Amortization | |||||||||||||
Period (Yrs) | |||||||||||||
Channel relationships | 8 | ||||||||||||
Customer relationships | 8.2 | ||||||||||||
Trade name | 4.9 | ||||||||||||
Database | 5 | ||||||||||||
Covenants-not-to-compete | 5.3 | ||||||||||||
Trade association | 10 | ||||||||||||
Favorable Lease | 4.9 | ||||||||||||
Total | 7.6 | ||||||||||||
Estimated Future Amortization Expense | Estimated future amortization expense of other intangible assets as of December 31, 2014 for the next five years is: | ||||||||||||
(in thousands) | |||||||||||||
2015 | $ | 75,770 | |||||||||||
2016 | 75,213 | ||||||||||||
2017 | 74,823 | ||||||||||||
2018 | 60,166 | ||||||||||||
2019 | 47,870 | ||||||||||||
Computer_Software_net_Tables
Computer Software, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Amortization Expense Related to Computer Software | 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 thousands) | 2014 | 2013 | 2012 | ||||||||||
Amortization expense related to: | |||||||||||||
Licensed computer software costs | $ | 36,775 | 33,511 | 33,393 | |||||||||
Software development costs | 25,248 | 21,430 | 23,044 | ||||||||||
Acquisition technology intangibles | 19,683 | 15,855 | 9,712 |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property and Equipment Balances | Property and equipment balances as of December 31, 2014 and 2013 are as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Computer and other equipment | $ | 317,862 | 261,937 | ||||||||||
Buildings and improvements | 243,211 | 241,675 | |||||||||||
Furniture and other equipment | 135,741 | 129,799 | |||||||||||
Land | 16,763 | 17,021 | |||||||||||
Other | 204 | 989 | |||||||||||
Total property and equipment | 713,781 | 651,421 | |||||||||||
Less accumulated depreciation and amortization | 423,196 | 391,453 | |||||||||||
Property and equipment, net | $ | 290,585 | 259,968 | ||||||||||
Computer Software, Intangible Asset | |||||||||||||
Asset Under Capital Lease | The company held the following computer software under capital lease as of as of December 31, 2014 and 2013: | ||||||||||||
2014 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Licensed computer software | $ | 17,156 | (4,816 | ) | $ | 12,340 | |||||||
2013 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Licensed computer software | $ | 13,175 | (2,031 | ) | $ | 11,144 | |||||||
Property, Plant and Equipment | |||||||||||||
Asset Under Capital Lease | The company held the following property and equipment under capital lease as of December 31, 2014 and 2013: | ||||||||||||
2014 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Computer and other equipment | $ | 38,193 | (29,816 | ) | $ | 8,377 | |||||||
Furniture and other equipment | 5,374 | (1,666 | ) | 3,708 | |||||||||
Total | $ | 43,567 | (31,482 | ) | $ | 12,085 | |||||||
2013 | |||||||||||||
(in thousands) | Gross | Accumulated | Net | ||||||||||
Amortization | |||||||||||||
Computer and other equipment | $ | 35,335 | (22,101 | ) | $ | 13,234 | |||||||
Furniture and other equipment | 2,382 | (931 | ) | 1,451 | |||||||||
Total | $ | 37,717 | (23,032 | ) | $ | 14,685 | |||||||
Equity_Investments_Tables
Equity Investments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary of TSYS Equity Investments | A summary of TSYS’ equity investments as of December 31, 2014 and 2013 is as follows: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
CUP Data | $ | 92,738 | 86,549 | ||||||
TSYS de México | 7,730 | 7,584 | |||||||
Total | $ | 100,468 | 94,133 | ||||||
Longterm_Borrowings_and_Capita1
Long-term Borrowings and Capital Lease Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary of Long-term Debt | Long-term debt as of December 31, 2014 and 2013 consists of: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
$550,000,000 2.375% Senior Notes due June 1, 2018 (5 year tranche), net of discount | $ | 549,889 | 549,858 | ||||||
$550,000,000 3.75% Senior Notes due June 1, 2023 (10 year tranche), net of discount | 546,379 | 546,027 | |||||||
LIBOR + 1.125%, unsecured term loan, due April 8, 2018, with quarterly principal and interest payments | 185,000 | 195,000 | |||||||
LIBOR + 1.125%, unsecured term loan, due September 10, 2017, with quarterly principal and interest payments | 131,250 | 138,750 | |||||||
1.50% note payable, due September 30, 2016, with monthly interest and principal payments | 11,886 | — | |||||||
1.50% note payable, due December 31, 2015, with monthly interest and principal payments | 10,075 | 20,000 | |||||||
1.50% note payable, due January 31, 2016, with monthly interest and principal payments | 4,332 | 8,269 | |||||||
1.50% note payable, due July 31, 2015, with monthly interest and principal payments | 1,709 | 4,604 | |||||||
LIBOR + 2.0%, unsecured term loan, due December 7, 2017, with monthly interest payments and principal paid at maturity | 1,396 | — | |||||||
Total debt | 1,441,916 | 1,462,508 | |||||||
Less current portion | 43,784 | 34,257 | |||||||
Noncurrent portion of long-term debt | $ | 1,398,132 | 1,428,251 | ||||||
Required Annual Principal Payments on Long-term Debt | Required annual principal payments on long-term debt for the five years subsequent to December 31, 2014 are summarized as follows: | ||||||||
(in thousands) | |||||||||
2015 | $ | 43,784 | |||||||
2016 | 35,468 | ||||||||
2017 | 126,396 | ||||||||
2018 | 690,000 | ||||||||
2019 | — | ||||||||
Capital Lease Obligations | Capital lease obligations as of December 31, 2014 and 2013 consist of: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Capital lease obligations | $ | 14,101 | 30,162 | ||||||
Less current portion | 7,127 | 22,662 | |||||||
Noncurrent portion of capital leases | $ | 6,974 | 7,500 | ||||||
Future Minimum Lease Payments under Capital Leases | The future minimum lease payments under capital leases as of December 31, 2014 are summarized as follows: | ||||||||
(in thousands) | |||||||||
2015 | $ | 7,355 | |||||||
2016 | 3,554 | ||||||||
2017 | 2,627 | ||||||||
2018 | 987 | ||||||||
2019 | 63 | ||||||||
Total minimum lease payments | 14,586 | ||||||||
Less amount representing interest | 485 | ||||||||
Principal minimum lease payments | $ | 14,101 | |||||||
Other_Current_Liabilities_Tabl
Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Significant Components of Other Current Liabilities | Significant components of other current liabilities as of December 31, 2014 and 2013 are summarized as follows: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Deferred revenues | $ | 41,773 | 36,408 | ||||||
Accrued expenses | 23,617 | 23,265 | |||||||
Dividends payable | 19,006 | 19,508 | |||||||
Dissenting shareholder liability1 | — | 25,723 | |||||||
Other | 70,409 | 54,266 | |||||||
Total | $ | 154,805 | 159,170 | ||||||
1 | Refer to Note 24 on acquisitions for additional information. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Components of Income Tax Expense Included in Consolidated Statements of Income | The components of income tax expense included in the Consolidated Statements of Income were as follows: | ||||||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Current income tax expense: | |||||||||||||
Federal | $ | 126,203 | 74,327 | 102,953 | |||||||||
State | 5,161 | 2,949 | 2,572 | ||||||||||
Foreign | 7,694 | 6,822 | 8,450 | ||||||||||
Total current income tax expense | 139,058 | 84,098 | 113,975 | ||||||||||
Deferred income tax expense (benefit): | |||||||||||||
Federal | (3,623 | ) | 27,447 | 1,395 | |||||||||
State | (2,039 | ) | (55 | ) | 411 | ||||||||
Foreign | (3,635 | ) | (509 | ) | (1,665 | ) | |||||||
Total deferred income tax expense | (9,297 | ) | 26,883 | 141 | |||||||||
Total income tax expense | $ | 129,761 | 110,981 | 114,116 | |||||||||
Components of Income Tax Before Income Tax | |||||||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Components of income before income tax expense: | |||||||||||||
Domestic | $ | 369,888 | 328,052 | 319,709 | |||||||||
Foreign | 23,041 | 24,424 | 33,164 | ||||||||||
Total income before income tax expense | $ | 392,929 | 352,476 | 352,873 | |||||||||
Income Tax Expense Differed from Amounts Computed by Applying Statutory U.S. Federal Income Tax Rate to Income before Income Taxes, Noncontrolling Interest and Equity in Income of Equity Investments | Income tax expense differed from the amounts computed by applying the statutory U.S. federal income tax rate of 35% to income before income taxes, noncontrolling interest and equity in income of equity investments as a result of the following: | ||||||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Computed “expected” income tax expense | $ | 137,525 | 123,367 | 123,505 | |||||||||
Increase (decrease) in income tax expense resulting from: | |||||||||||||
International tax rate differential and equity income | 6,541 | 1,870 | 1,870 | ||||||||||
State income tax expense, net of federal income tax effect | 4,823 | 3,408 | 2,101 | ||||||||||
Increase (decrease) in valuation allowance | (4,550 | ) | 1,715 | 1,239 | |||||||||
Tax credits | (3,459 | ) | (6,141 | ) | (3,787 | ) | |||||||
Deduction for domestic production activities | (8,750 | ) | (8,225 | ) | (5,727 | ) | |||||||
Permanent differences and other, net | (2,369 | ) | (5,013 | ) | (5,085 | ) | |||||||
Total income tax expense | $ | 129,761 | 110,981 | 114,116 | |||||||||
Temporary Differences between Financial Statement Carrying Amounts and Tax Bases of Assets and Liabilities that Give Rise to Significant Portions of Net Deferred Tax Liability | Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that give rise to significant portions of the net deferred tax liability as of December 31, 2014 and 2013 relate to the following: | ||||||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Deferred income tax assets: | |||||||||||||
Net operating loss and income tax credit carryforwards | $ | 31,978 | 24,079 | ||||||||||
Allowances for doubtful accounts and billing adjustments | 1,328 | 728 | |||||||||||
Deferred revenue | 31,240 | 20,111 | |||||||||||
Other, net | 49,192 | 50,960 | |||||||||||
Total deferred income tax assets | 113,738 | 95,878 | |||||||||||
Less valuation allowance for deferred income tax assets | (18,963 | ) | (14,691 | ) | |||||||||
Net deferred income tax assets | 94,775 | 81,187 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Excess tax over financial statement depreciation | (53,527 | ) | (45,727 | ) | |||||||||
Computer software development costs | (67,703 | ) | (55,074 | ) | |||||||||
Purchase accounting adjustments | (136,701 | ) | (168,689 | ) | |||||||||
Foreign currency translation | (7,642 | ) | (10,291 | ) | |||||||||
Other, net | (18,830 | ) | (12,003 | ) | |||||||||
Total deferred income tax liabilities | (284,403 | ) | (291,784 | ) | |||||||||
Net deferred income tax liabilities | $ | (189,628 | ) | (210,597 | ) | ||||||||
Total net deferred tax assets (liabilities): | |||||||||||||
Current | $ | 15,190 | 14,158 | ||||||||||
Noncurrent | (204,818 | ) | (224,755 | ) | |||||||||
Net deferred income tax liability | $ | (189,628 | ) | (210,597 | ) | ||||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax liabilities is as follows 1: | ||||||||||||
(in millions) | Year Ended | ||||||||||||
December 31, 2014 | |||||||||||||
Beginning balance | $ | 2.7 | |||||||||||
Current activity: | |||||||||||||
Additions based on tax positions related to current year | 0.9 | ||||||||||||
Additions for tax positions of prior years | 3.5 | ||||||||||||
Reductions for tax positions of prior years | (0.4 | ) | |||||||||||
Net, current activity | 4 | ||||||||||||
Ending balance | $ | 6.7 | |||||||||||
1 | Unrecognized state tax liabilities are not adjusted for the federal tax impact |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Future Minimum Lease Payments Under Noncancelable Operating Leases | The future minimum lease payments under noncancelable operating leases with remaining terms greater than one year for the next five years and thereafter and in the aggregate as of December 31, 2014, are as follows: | ||||
(in thousands) | |||||
2015 | $ | 118,321 | |||
2016 | 121,745 | ||||
2017 | 62,741 | ||||
2018 | 27,184 | ||||
2019 | 22,693 | ||||
Thereafter | 30,088 | ||||
Total future minimum lease payments | $ | 382,772 | |||
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Contributions Charged to Expense | 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 2012 are as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
TSYS Retirement Savings Plan | $ | 17,531 | 14,506 | 13,421 | |||||||||
TSYS Stock Purchase Plan | 1,288 | 1,236 | 1,140 |
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Summary of Equity Compensation Plans | EQUITY COMPENSATION PLANS: The following table summarizes TSYS’ equity compensation plans by category as of December 31, 2014: | ||||||||||||
(in thousands, except per share data) | (a) | (b) | (c) | ||||||||||
Plan Category | Number of securities to | Weighted-average | Number of securities remaining | ||||||||||
be issued upon exercise of | exercise price of | available for future issuance | |||||||||||
outstanding options, | outstanding | under equity compensation plans | |||||||||||
warrants and rights | options, warrants | (excluding securities reflected in | |||||||||||
and rights | column (a)) | ||||||||||||
Equity compensation plans approved by security holders | 4,892 | $ | 23.83 | 9,879 | 1 | ||||||||
The Company does not have any equity compensation plans that were not approved by security holders. | |||||||||||||
1 | 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 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Summary of Weighted Average Assumptions and Fair Value of Options | The following table summarizes the weighted average assumptions, and the weighted average fair value of the options: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of options granted | 1,046,372 | 1,939,796 | 818,090 | ||||||||||||||||||||||
Weighted average exercise price | $ | 30.96 | $ | 17.42 | $ | 22.95 | |||||||||||||||||||
Risk-free interest rate | 2.01 | % | 1.31 | % | 1.69 | % | |||||||||||||||||||
Expected volatility | 25.06 | % | 26.81 | % | 24.11 | % | |||||||||||||||||||
Expected term (years) | 6.5 | 6 | 7.9 | ||||||||||||||||||||||
Dividend yield | 1.29 | % | 1.64 | % | 1.75 | % | |||||||||||||||||||
Weighted average fair value | $ | 7.66 | $ | 9.48 | $ | 5.27 | |||||||||||||||||||
Summary of Stock Option Activity and Changes during Year | A summary of TSYS’ stock option activity as of December 31, 2014, 2013 and 2012, and changes during the years ended on those dates is presented below: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
(in thousands, | Options | Weighted | Options | Weighted | Options | Weighted | |||||||||||||||||||
except per share data) | Average | Average | Average | ||||||||||||||||||||||
Exercise Price | Exercise Price | Exercise Price | |||||||||||||||||||||||
Options: | |||||||||||||||||||||||||
Outstanding at beginning of year | 5,752 | $ | 20.96 | 6,065 | $ | 21.27 | 6,082 | $ | 20.61 | ||||||||||||||||
Granted 1 | 1,046 | 30.96 | 1,940 | 17.42 | 818 | 22.95 | |||||||||||||||||||
Exercised | (1,850 | ) | 18.79 | (2,177 | ) | 18.75 | (619 | ) | 16.15 | ||||||||||||||||
Forfeited/canceled | (56 | ) | 28.88 | (76 | ) | 16.78 | (216 | ) | 23.73 | ||||||||||||||||
Outstanding at end of year | 4,892 | $ | 23.83 | 5,752 | $ | 20.96 | 6,065 | $ | 21.27 | ||||||||||||||||
Options exercisable at year-end | 2,781 | $ | 22.86 | 3,232 | $ | 23.02 | 3,235 | $ | 24.12 | ||||||||||||||||
Weighted average fair value of options granted during the year | $ | 7.66 | $ | 9.48 | $ | 5.27 | |||||||||||||||||||
1 | Includes the issuance of approximately 1.1 million stock option replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $13.7 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. | ||||||||||||||||||||||||
As of December 31, 2014 the average remaining contractual life and intrinsic value of TSYS’ outstanding and exercisable stock options were as follows: | |||||||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||||||
Average remaining contractual life (in years) | 6.6 | 5.1 | |||||||||||||||||||||||
Aggregate intrinsic value (in thousands) | $ | 49,548 | 30,866 | ||||||||||||||||||||||
Summary of Stock Option Exercises | The table below summarizes these stock option exercises by year: | ||||||||||||||||||||||||
(in thousands) | Options Exercised | Intrinsic Value | |||||||||||||||||||||||
and Issued from | |||||||||||||||||||||||||
Treasury | |||||||||||||||||||||||||
2014 | (1,850 | ) | $ | 22,883 | |||||||||||||||||||||
2013 | 2,177 | 16,580 | |||||||||||||||||||||||
2012 | 619 | 4,243 | |||||||||||||||||||||||
Unvested Restricted Awards | |||||||||||||||||||||||||
Summarized Status of Nonvested Shares and Changes during Periods | A summary of the status of TSYS’ nonvested shares as of December 31, 2014, 2013 and 2012 and the changes during the periods are presented below: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Nonvested shares | Shares | Weighted | Shares | Weighted | Shares | Weighted | |||||||||||||||||||
(in thousands, except per share data) | Average | Average | Average | ||||||||||||||||||||||
Grant-Date | Grant-Date | Grant-Date | |||||||||||||||||||||||
Fair Value | Fair Value | Fair Value | |||||||||||||||||||||||
Outstanding at beginning of year | 1,783 | $ | 24.19 | 554 | $ | 19.96 | 618 | $ | 16.8 | ||||||||||||||||
Granted | 673 | 30.67 | 1,667 | 1 | 24.75 | 311 | 21.47 | ||||||||||||||||||
Vested | (602 | ) | 23.74 | (328 | ) | 19.95 | (366 | ) | 15.91 | ||||||||||||||||
Forfeited/canceled | (85 | ) | 25.47 | (110 | ) | 23.82 | (9 | ) | 19.85 | ||||||||||||||||
Outstanding at end of year | 1,769 | $ | 26.75 | 1,783 | $ | 24.19 | 554 | $ | 19.96 | ||||||||||||||||
1 | Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $21.5 million. A portion of the expense associated with these options has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. | ||||||||||||||||||||||||
Performance Shares | |||||||||||||||||||||||||
Summary of Number of Shares Granted Each Year | The following table summarizes the number of shares granted each year: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of shares | 672,724 | 1,667,246 | 310,690 | ||||||||||||||||||||||
Market value (in millions) | $ | 20.6 | 41.3 | 6.7 | |||||||||||||||||||||
Summary of Awards Authorized | A summary of the awards authorized in each year is below: | ||||||||||||||||||||||||
Total Number of | Potential Number | ||||||||||||||||||||||||
Shares Awarded | of Performance- | ||||||||||||||||||||||||
Based Shares to be | |||||||||||||||||||||||||
Vested | |||||||||||||||||||||||||
2014 | 211,593 | 211,593 | (2017 | ) | |||||||||||||||||||||
2013 | 563,803 | 325,035 | (2016 | ) | |||||||||||||||||||||
2012 | 241,095 | 458,082 | (2015 | ) | |||||||||||||||||||||
Summarized Status of Performance-based Nonvested Shares and Changes during Period | A summary of the status of TSYS’ performance-based nonvested shares as of December 31, 2014, 2013 and 2012 and changes during those periods are presented below: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Performance-based | Shares | Weighted | Shares | Weighted | Shares | Weighted | |||||||||||||||||||
Nonvested shares | Average | Average | Average | ||||||||||||||||||||||
(in thousands, except per share data) | Grant Date | Grant Date | Grant Date | ||||||||||||||||||||||
Fair Value | Fair Value | Fair Value | |||||||||||||||||||||||
Outstanding at beginning of year | 1,049 | $ | 22.75 | 809 | $ | 18.76 | 580 | $ | 16.68 | ||||||||||||||||
Granted | 211 | 30.89 | 564 | 1 | 24.88 | 278 | 22.91 | ||||||||||||||||||
Vested | (258 | ) | 17.57 | (324 | ) | 15.93 | (37 | ) | 18.08 | ||||||||||||||||
Forfeited/canceled | (236 | ) | 25.62 | — | — | (12 | ) | 16.57 | |||||||||||||||||
Outstanding at end of year | 766 | $ | 25.86 | 1,049 | $ | 22.75 | 809 | $ | 18.76 | ||||||||||||||||
1 | Includes the issuance of approximately 87,356 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $2.2 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Treasury_Stock_Tables
Treasury Stock (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Shares Held as Treasury Stock and Related Carrying Value | The following table summarizes shares held as treasury stock and their related carrying value as of December 31: | ||||||||||||||||
(in thousands) | Number of | Treasury | |||||||||||||||
Treasury | Shares Cost | ||||||||||||||||
Shares | |||||||||||||||||
2014 | 17,836 | $ | 453,230 | ||||||||||||||
2013 | 15,073 | 326,996 | |||||||||||||||
2012 | 15,440 | 287,301 | |||||||||||||||
Purchases of Common Stock on Monthly Basis | The following table sets forth information regarding the Company’s purchases of its common stock on a monthly basis during the three months ended December 31, 2014: | ||||||||||||||||
(in thousands, except per share data) | Total Number | Average Price | Total Number of | Maximum | |||||||||||||
of Shares | Paid per Share | Cumulative shares Purchased | Number of | ||||||||||||||
Purchased | as Part of Publicly | Shares That | |||||||||||||||
announced Plans or | May Yet Be | ||||||||||||||||
Programs | Purchased | ||||||||||||||||
Under the Plans | |||||||||||||||||
or Programs | |||||||||||||||||
Oct-14 | — | $ | — | 19,693 | 8,307 | ||||||||||||
Nov-14 | 850 | 32.88 | 20,543 | 7,457 | |||||||||||||
Dec-14 | 650 | 33.35 | 21,193 | 6,807 | |||||||||||||
Total | 1,500 | $ | 33.08 | ||||||||||||||
Other_Comprehensive_Income_Los1
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Income Tax Effects Allocated to and Cumulative Balance of Each Component of Accumulated Other Comprehensive Income (Loss) | equity. The income tax effects allocated to and the cumulative balance of each component of accumulated other comprehensive income (loss) are as follows: | ||||||||||||||||||||
(in thousands) | Beginning | Pretax | Tax | Net-of-tax | Ending | ||||||||||||||||
Balance | amount | effect | Balance | ||||||||||||||||||
As of December 31, 2011 | $ | (2,585 | ) | 5,397 | 3,257 | 2,140 | $ | (445 | ) | ||||||||||||
Foreign currency translation adjustments | $ | (186 | ) | 4,875 | 1,357 | 3,518 | $ | 3,332 | |||||||||||||
Transfer from noncontrolling interest (NCI) | 28 | — | — | — | 28 | ||||||||||||||||
Change in accumulated other comprehensive income (AOCI) related to postretirement healthcare plans | (287 | ) | (2,603 | ) | (938 | ) | (1,665 | ) | (1,952 | ) | |||||||||||
As of December 31, 2012 | $ | (445 | ) | 2,272 | 419 | 1,853 | $ | 1,408 | |||||||||||||
Foreign currency translation adjustments | $ | 3,332 | (295 | ) | 1,033 | (1,328 | ) | $ | 2,004 | ||||||||||||
Transfer from NCI | 28 | — | — | — | 28 | ||||||||||||||||
Gain on available for sale securities | — | 2,810 | 1,037 | 1,773 | 1,773 | ||||||||||||||||
Change in AOCI related to postretirement healthcare plans | (1,952 | ) | 1,926 | 30 | 1,896 | (56 | ) | ||||||||||||||
As of December 31, 2013 | $ | 1,408 | 4,441 | 2,100 | 2,341 | $ | 3,749 | ||||||||||||||
Foreign currency translation adjustments | $ | 2,004 | (17,143 | ) | (1,547 | ) | (15,596 | ) | $ | (13,592 | ) | ||||||||||
Transfer from NCI | 28 | — | — | — | 28 | ||||||||||||||||
Gain on available for sale securities | 1,773 | (1,058 | ) | (390 | ) | (668 | ) | 1,105 | |||||||||||||
Change in AOCI related to postretirement healthcare plans | (56 | ) | 921 | 332 | 589 | 533 | |||||||||||||||
As of December 31, 2014 | $ | 3,749 | (17,280 | ) | (1,605 | ) | (15,675 | ) | $ | (11,926 | ) | ||||||||||
Segment_Reporting_including_Ge1
Segment Reporting, including Geographic Area Data and Major Customers (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Operating Segments | |||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Operating Segments | 2014 | 2013 | 2012 | ||||||||||||||||||||||
Revenues before reimbursable items | |||||||||||||||||||||||||
North America Services | $ | 954,082 | 860,645 | 826,750 | |||||||||||||||||||||
International Services | 341,785 | 321,484 | 318,730 | ||||||||||||||||||||||
Merchant Services | 435,649 | 446,277 | 409,698 | ||||||||||||||||||||||
NetSpend | 482,686 | 207,851 | — | ||||||||||||||||||||||
Intersegment revenues | (21,224 | ) | (12,549 | ) | (14,102 | ) | |||||||||||||||||||
Revenues before reimbursable items from external customers | $ | 2,192,978 | 1,823,708 | 1,541,076 | |||||||||||||||||||||
Total revenues | |||||||||||||||||||||||||
North America Services | $ | 1,117,764 | 1,000,073 | 965,393 | |||||||||||||||||||||
International Services | 363,359 | 341,549 | 336,047 | ||||||||||||||||||||||
Merchant Services | 510,120 | 533,050 | 512,580 | ||||||||||||||||||||||
NetSpend | 482,686 | 207,851 | — | ||||||||||||||||||||||
Intersegment revenues | (27,052 | ) | (18,218 | ) | (20,463 | ) | |||||||||||||||||||
Revenues from external customers | $ | 2,446,877 | 2,064,305 | 1,793,557 | |||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||
North America Services | $ | 86,513 | 74,480 | 74,673 | |||||||||||||||||||||
International Services | 38,909 | 41,708 | 47,889 | ||||||||||||||||||||||
Merchant Services | 14,571 | 12,034 | 12,083 | ||||||||||||||||||||||
NetSpend | 7,509 | 3,121 | — | ||||||||||||||||||||||
Segment depreciation and amortization | 147,502 | 131,343 | 134,645 | ||||||||||||||||||||||
Acquisition intangible amortization | 96,971 | 65,893 | 26,264 | ||||||||||||||||||||||
Corporate Administration and Other | 2,147 | 1,790 | 2,491 | ||||||||||||||||||||||
Total depreciation and amortization | $ | 246,620 | 199,026 | 163,400 | |||||||||||||||||||||
Adjusted segment operating income | |||||||||||||||||||||||||
North America Services | $ | 351,512 | 321,619 | 295,171 | |||||||||||||||||||||
International Services | 55,123 | 42,068 | 27,211 | ||||||||||||||||||||||
Merchant Services | 134,872 | 155,643 | 157,409 | ||||||||||||||||||||||
NetSpend | 128,285 | 66,353 | — | ||||||||||||||||||||||
Total adjusted segment operating income | 669,792 | 585,683 | 479,791 | ||||||||||||||||||||||
Acquisition intangible amortization | (96,971 | ) | (65,893 | ) | (26,264 | ) | |||||||||||||||||||
NetSpend merger and acquisition operating expenses | (3,217 | ) | (14,220 | ) | — | ||||||||||||||||||||
Corporate Administration and Other | (137,964 | ) | (123,070 | ) | (98,558 | ) | |||||||||||||||||||
Operating income | $ | 431,640 | 382,500 | 354,969 | |||||||||||||||||||||
As of December 31, | 2014 | 2013 | |||||||||||||||||||||||
Total assets | |||||||||||||||||||||||||
North America Services | $ | 3,327,160 | 3,215,333 | ||||||||||||||||||||||
International Services | 356,590 | 417,379 | |||||||||||||||||||||||
Merchant Services | 695,744 | 676,592 | |||||||||||||||||||||||
NetSpend | 1,556,369 | 1,596,150 | |||||||||||||||||||||||
Intersegment assets | (2,202,282 | ) | (2,218,886 | ) | |||||||||||||||||||||
Total assets | $ | 3,733,581 | 3,686,568 | ||||||||||||||||||||||
Property and Equipment, Net of Accumulated Depreciation and Amortization | The Company maintains property and equipment, net of accumulated depreciation and amortization, in the following geographic areas: | ||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
(in millions) | 2014 | 2013 | |||||||||||||||||||||||
United States | $ | 237.9 | 207.4 | ||||||||||||||||||||||
Europe | 45.5 | 46.4 | |||||||||||||||||||||||
Other | 7.2 | 6.2 | |||||||||||||||||||||||
Totals | $ | 290.6 | 260 | ||||||||||||||||||||||
Revenues Based on Domicile of Company's Customers | The following tables reconcile segment external revenue to revenues by geography for the years ended December 31: | ||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
(in millions) | North | International | Merchant | NetSpend | Total | % | |||||||||||||||||||
America | Services | Services | |||||||||||||||||||||||
Services | |||||||||||||||||||||||||
United States | $ | 778.8 | — | 508.7 | 482.7 | $ | 1,770.20 | 72.3 | |||||||||||||||||
Europe1 | 0.8 | 304.3 | — | — | 305.1 | 12.5 | |||||||||||||||||||
Canada | 290.2 | — | 0.3 | — | 290.5 | 11.9 | |||||||||||||||||||
Mexico | 16.2 | — | — | — | 16.2 | 0.7 | |||||||||||||||||||
Other1 | 16.3 | 47.9 | 0.7 | — | 64.9 | 2.7 | |||||||||||||||||||
Total | $ | 1,102.30 | 352.2 | 509.7 | 482.7 | $ | 2,446.90 | 100 | |||||||||||||||||
2013 | |||||||||||||||||||||||||
(in millions) | North | International | Merchant | NetSpend | Total | % | |||||||||||||||||||
America | Services | Services | |||||||||||||||||||||||
Services | |||||||||||||||||||||||||
United States | $ | 712.1 | — | 533.9 | 207.9 | $ | 1,453.90 | 70.4 | |||||||||||||||||
Europe1 | 0.8 | 293.8 | — | — | 294.6 | 14.3 | |||||||||||||||||||
Canada | 243 | — | 0.2 | — | 243.2 | 11.8 | |||||||||||||||||||
Mexico | 16.5 | — | — | — | 16.5 | 0.8 | |||||||||||||||||||
Other1 | 14.5 | 41 | 0.6 | — | 56.1 | 2.7 | |||||||||||||||||||
Total | $ | 986.9 | 334.8 | 534.7 | 207.9 | $ | 2,064.30 | 100 | |||||||||||||||||
2012 | |||||||||||||||||||||||||
(in millions) | North | International | Merchant | NetSpend | Total | % | |||||||||||||||||||
America | Services | Services | |||||||||||||||||||||||
Services | |||||||||||||||||||||||||
United States | $ | 706.7 | — | 514.4 | — | $ | 1,221.10 | 68.1 | |||||||||||||||||
Europe1 | 0.8 | 292.2 | — | — | 293 | 16.3 | |||||||||||||||||||
Canada | 217.3 | — | 0.2 | — | 217.5 | 12.1 | |||||||||||||||||||
Mexico | 11.7 | — | — | — | 11.7 | 0.7 | |||||||||||||||||||
Other1 | 10.5 | 39.3 | 0.5 | — | 50.3 | 2.8 | |||||||||||||||||||
Total | $ | 947 | 331.5 | 515.1 | — | $ | 1,793.60 | 100 | |||||||||||||||||
1 | Revenues are impacted by movements in foreign currency exchange rates. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Awards and Estimated Fair Value of Awards Issued in Acquisition | share-based awards for certain current employees of NetSpend. The following table provides a list of all replacement awards and the estimated fair value of those awards issued in conjunction with the acquisition of NetSpend: | ||||||||||||||||
Number of Shares | Fair Value | ||||||||||||||||
and Options Issued | (in millions) | ||||||||||||||||
Time-based restricted stock | 870,361 | $ | 21.5 | ||||||||||||||
Non-qualified stock options | 530,696 | 8.4 | |||||||||||||||
Incentive stock options | 529,452 | 5.3 | |||||||||||||||
Performance-based restricted stock | 87,356 | 2.2 | |||||||||||||||
Total | 2,017,865 | $ | 37.4 | ||||||||||||||
Pro Forma Revenue and Earnings | The amounts of NetSpend revenue and earnings included in TSYS’ consolidated income statement for the years ended December 31, 2013 and 2012, and the pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2012 are: | ||||||||||||||||
Actual | Supplemental pro | ||||||||||||||||
forma | |||||||||||||||||
Years Ended | Years Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 2,064,305 | 1,793,557 | 2,286,348 | 2,144,654 | ||||||||||||
Net income attributable to TSYS common shareholders | $ | 244,750 | 244,280 | 239,775 | 193,255 | ||||||||||||
Basic EPS attributable to TSYS common shareholders | $ | 1.3 | 1.3 | 1.28 | 1.03 | ||||||||||||
Diluted EPS attributable to TSYS common shareholders | $ | 1.29 | 1.29 | 1.27 | 1.02 | ||||||||||||
Central Payment Co., LLC and ProPay | |||||||||||||||||
Amounts of Assets Acquired and Liabilities Assumed Recognized | The following table summarizes the consideration paid for acquisitions and the preliminary recognized amounts of identifiable assets acquired and liabilities assumed during the year ended December 31, 2012. | ||||||||||||||||
(in thousands) | |||||||||||||||||
Cash and restricted cash | $ | 3,003 | |||||||||||||||
Accounts receivable | 4,092 | ||||||||||||||||
Other assets | 12,522 | ||||||||||||||||
Identifiable intangible assets | 76,600 | ||||||||||||||||
Other liabilities | (30,558 | ) | |||||||||||||||
Noncontrolling interest in acquired entity | (38,000 | ) | |||||||||||||||
Goodwill | 162,090 | ||||||||||||||||
Total consideration | $ | 189,749 | |||||||||||||||
Estimated Fair Value of Identifiable Intangible Assets Acquired | assumptions such as revenues, expenses, attrition rates, and royalty rates. The estimated fair value of identifiable intangible assets acquired in the acquisitions and the related estimated weighted average useful lives are as follows: | ||||||||||||||||
Fair Value | Weighted | ||||||||||||||||
(in millions) | Useful Lives | ||||||||||||||||
(in years) | |||||||||||||||||
Customer relationships | $ | 59.5 | 8.6 | ||||||||||||||
Current technology | 13 | 5 | |||||||||||||||
Covenants-not-to-compete | 2.9 | 2.8 | |||||||||||||||
Trade name | 1.2 | 2 | |||||||||||||||
Total acquired identifiable intangible assets | $ | 76.6 | 7.7 | ||||||||||||||
NetSpend Holdings Inc | |||||||||||||||||
Amounts of Assets Acquired and Liabilities Assumed Recognized | The following table summarizes the consideration paid for NetSpend and the initially recognized amounts of the identifiable assets acquired and liabilities assumed on July 1, 2013 (the acquisition date). | ||||||||||||||||
(in thousands) | |||||||||||||||||
Consideration | |||||||||||||||||
Cash | $ | 1,355,270 | |||||||||||||||
Equity instruments | 15,557 | ||||||||||||||||
Dissenting shareholder liability* | 25,723 | ||||||||||||||||
Fair value of total consideration transferred | $ | 1,396,550 | |||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Cash | $ | 40,610 | |||||||||||||||
Accounts receivable | 11,335 | ||||||||||||||||
Property equipment and software | 11,657 | ||||||||||||||||
Identifiable intangible assets | 480,086 | ||||||||||||||||
Deferred tax asset | 10,165 | ||||||||||||||||
Other assets | 36,660 | ||||||||||||||||
Deferred tax liability | (155,945 | ) | |||||||||||||||
Financial liabilities | (62,452 | ) | |||||||||||||||
Total identifiable net assets | 372,116 | ||||||||||||||||
Goodwill | 1,024,434 | ||||||||||||||||
$ | 1,396,550 | ||||||||||||||||
* | Represents 1.6 million NetSpend shares held by dissenting shareholders | ||||||||||||||||
Estimated Fair Value of Identifiable Intangible Assets Acquired | The estimated fair value of identifiable intangible assets acquired in the acquisitions and the related estimated weighted average useful lives are as follows: | ||||||||||||||||
(in thousands) | Fair Value | Weighted Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Channel relationships | $ | 317,000 | 8 | ||||||||||||||
Current technology | 78,711 | 7 | |||||||||||||||
Trade name | 44,000 | 5 | |||||||||||||||
Database | 28,000 | 5 | |||||||||||||||
Covenants-not-to-compete | 11,500 | 6 | |||||||||||||||
Favorable lease | 875 | 4.9 | |||||||||||||||
Total acquired identifiable intangible assets | $ | 480,086 | 7.3 | ||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Basic and Diluted Earnings Per Share Under Guidance of ASC 260 | The following table illustrates basic and diluted EPS under the guidance of GAAP for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
(in thousands, except per share data) | Common | Participating | Common | Participating | Common | Participating | |||||||||||||||||||
Stock | Securities | Stock | Securities | Stock | Securities | ||||||||||||||||||||
Basic EPS: | |||||||||||||||||||||||||
Net income | $ | 322,872 | $ | 244,750 | $ | 244,280 | |||||||||||||||||||
Less income allocated to nonvested awards | (3,308 | ) | 3,308 | (1,595 | ) | 1,595 | (800 | ) | 800 | ||||||||||||||||
Net income allocated to common stock for EPS calculation(a) | $ | 319,564 | 3,308 | $ | 243,155 | 1,595 | $ | 243,480 | 800 | ||||||||||||||||
Average common shares outstanding(b) | 184,297 | 1,925 | 187,145 | 1,246 | 187,403 | 627 | |||||||||||||||||||
Basic EPS(a)/(b) | $ | 1.73 | 1.72 | $ | 1.3 | 1.28 | $ | 1.3 | 1.28 | ||||||||||||||||
Diluted EPS: | |||||||||||||||||||||||||
Net income | $ | 322,872 | $ | 244,750 | $ | 244,280 | |||||||||||||||||||
Less income allocated to nonvested awards | (3,288 | ) | 3,288 | (1,585 | ) | 1,585 | (796 | ) | 796 | ||||||||||||||||
Net income allocated to common stock for EPS calculation(c) | $ | 319,584 | 3,288 | $ | 243,165 | 1,585 | $ | 243,484 | 796 | ||||||||||||||||
Average common shares outstanding | 184,297 | 1,925 | 187,145 | 1,246 | 187,403 | 627 | |||||||||||||||||||
Increase due to assumed issuance of shares related to common equivalent shares outstanding | 1,459 | 1,648 | 1,262 | ||||||||||||||||||||||
Average common and common equivalent shares outstanding(d) | 185,756 | 1,925 | 188,793 | 1,246 | 188,665 | 627 | |||||||||||||||||||
Diluted EPS(c)/(d) | $ | 1.72 | 1.71 | $ | 1.29 | 1.27 | $ | 1.29 | 1.27 | ||||||||||||||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jul. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ||||
Software technology assets resulting from acquisitions, estimated useful live | 7 years 3 months 18 days | |||
Equity investments | $100,468,000 | $94,133,000 | ||
Cardholders' loss reserve | 6,300,000 | 5,800,000 | ||
Advertising expenses | 5,700,000 | 1,300,000 | 1,000,000 | |
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated forfeiture rate | 0.00% | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated forfeiture rate | 10.00% | |||
TSYS de Mexico | ||||
Significant Accounting Policies [Line Items] | ||||
Equity method investment, percentage of ownership | 49.00% | |||
Equity investments | 7,730,000 | 7,584,000 | ||
CUP Data | ||||
Significant Accounting Policies [Line Items] | ||||
Equity method investment, percentage of ownership | 44.56% | |||
Equity investments | 92,738,000 | 86,549,000 | ||
Perpetual and site licenses | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 3 years | |||
Perpetual and site licenses | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
Licensed computer software | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
Acquisition technology intangibles | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Software technology assets resulting from acquisitions, estimated useful live | 5 years | |||
Acquisition technology intangibles | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Software technology assets resulting from acquisitions, estimated useful live | 9 years | |||
Software development costs | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 3 years | |||
Software development costs | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
Internal-use software | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 3 years | |||
Internal-use software | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
Other intangible assets | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 3 years | |||
Other intangible assets | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
North American And International Services | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Processing contracts | 3 years | |||
North American And International Services | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Processing contracts | 10 years | |||
Merchant Services | ||||
Significant Accounting Policies [Line Items] | ||||
Reserve for merchant loss | 1,100,000 | |||
Merchant Services | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Processing contracts | 3 years | |||
Merchant Services | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Processing contracts | 8 years | |||
Goodwill | ||||
Significant Accounting Policies [Line Items] | ||||
Equity investments | $51,400,000 | |||
Buildings and improvements | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 5 years | |||
Buildings and improvements | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 40 years | |||
Computer and other equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 2 years | |||
Computer and other equipment | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 5 years | |||
Furniture and other equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 3 years | |||
Furniture and other equipment | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 15 years | |||
NetSpend Holdings Inc | ||||
Significant Accounting Policies [Line Items] | ||||
Operating segments | 4 | |||
NetSpend Holdings Inc | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 5 years | |||
NetSpend Holdings Inc | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 8 years |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Apr. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on dispositions, net of tax | $48,615 | |
GP Net | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale of stock, ownership percentage | 54.00% | |
TSYS Japan | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale of stock, ownership percentage | 100.00% |
Main_Classes_of_Assets_and_Lia
Main Classes of Assets and Liabilities Held for Sale (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $30,530 | $23,353 | |
Other assets | 4,003 | 26,378 | |
Total liabilities | $4,003 | $10,333 |
Summarized_Results_of_Disconti
Summarized Results of Discontinued Operations (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total revenues | $16,376 | $68,048 | $77,415 | ||
Income before taxes | 1 | 3,443 | 1,982 | ||
Income tax (benefit) expense | -39 | 1,388 | 987 | ||
Income from operating activities of discontinued operations, net of tax | 40 | 2,055 | 995 | ||
Gain on dispositions, net of tax | 48,615 | ||||
Income from discontinued operations, net of tax | 48,655 | 2,055 | 995 | ||
Income from discontinued operations, net of tax, attributable to noncontrolling interest | 999 | 4,198 | 3,864 | ||
Income (loss) from discontinued operations, net of tax, attributable to TSYS common shareholders | 47,656 | -2,143 | -2,869 | ||
Interest allocated to discontinued operations | $281 | [1] | $275 | [1] | |
[1] | Interest expense relates to borrowings directly for use by Japan-based operations |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Goodwill | $1,547,397 | $1,541,574 |
Relationships_with_Affiliated_2
Relationships with Affiliated Companies - Additional Information (Detail) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||
Dec. 21, 2007 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | ||
USD ($) | GBP (£) | USD ($) | GBP (£) | London Interbank Offered Rate (LIBOR) | ||
Investments in and Advances to Affiliates [Line Items] | ||||||
Aggregate principal amount | $1,400,000 | £ 900,000 | $1,400,000 | £ 900,000 | ||
Basis spread on variable rate | 2.00% | |||||
Debt instrument, maturity date | 21-Dec-12 | 7-Dec-17 | 7-Dec-17 | 7-Dec-17 | 7-Dec-17 |
Balances_with_Related_Parties_
Balances with Related Parties (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $19 | $7 |
Account payable | $12 | $12 |
Revenues_Derived_from_Affiliat
Revenues Derived from Affiliated Companies (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Related Party Transaction [Line Items] | ||||||
Revenue | $310 | $297 | $244 | |||
CUP Data | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 232 | 229 | 172 | |||
TSYS de Mexico | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 78 | 68 | 72 | |||
Processing support fees paid to TSYS de Mexico | $148 | [1] | $148 | [1] | $186 | [1] |
[1] | The Company and TSYS de MC)xico are parties to an agreement where TSYS de MC)xico provides processing support to the Company. |
Cash_and_Cash_Equivalent_Balan
Cash and Cash Equivalent Balances (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents in domestic accounts | $225,396 | $191,460 | |
Cash and cash equivalents in foreign accounts | 63,787 | 56,240 | |
Cash and cash equivalents of continued operations at end of period | $289,183 | $247,700 | $224,259 |
Significant_Components_of_Prep
Significant Components of Prepaid Expenses and Other Current Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Line Items] | ||
Prepaid expenses | $35,334 | $41,905 |
Supplies inventory | 14,340 | 12,142 |
Other | 49,300 | 41,062 |
Total | $98,974 | $95,109 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2013 | |
Goodwill [Line Items] | |||
Business acquisition, goodwill | $1,547,397,000 | $1,541,574,000 | |
NetSpend Holdings Inc | |||
Goodwill [Line Items] | |||
Business acquisition, goodwill | 1,000,000,000 | 1,024,434,000 | |
Addition to purchase price allocation | $8,500,000 |
Gross_Amount_and_Accumulated_I
Gross Amount and Accumulated Impairment Loss of Goodwill (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Goodwill [Line Items] | |||
Gross amount | $1,551,409 | $1,545,404 | |
Accumulated impairment losses | -4,012 | -2,225 | |
Goodwill, net | 1,547,397 | 1,543,179 | 518,344 |
North America Services | |||
Goodwill [Line Items] | |||
Gross amount | 70,796 | 70,796 | |
Accumulated impairment losses | -182 | ||
Goodwill, net | 70,614 | 70,796 | 70,796 |
International Services | |||
Goodwill [Line Items] | |||
Gross amount | 31,681 | 34,201 | |
Accumulated impairment losses | -1,605 | ||
Goodwill, net | 30,076 | 34,201 | 33,944 |
Merchant Services | |||
Goodwill [Line Items] | |||
Gross amount | 415,973 | 415,973 | |
Accumulated impairment losses | -2,225 | -2,225 | |
Goodwill, net | 413,748 | 413,748 | 413,604 |
NetSpend | |||
Goodwill [Line Items] | |||
Gross amount | 1,032,959 | 1,024,434 | |
Goodwill, net | $1,032,959 | $1,024,434 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | |||
Beginning Balance | $1,543,179 | $518,344 | |
Disposal of GP Net | -1,787 | ||
Currency translation adjustments | -2,520 | 257 | |
Ending Balance | 1,547,397 | 1,543,179 | |
NetSpend Holdings Inc | |||
Goodwill [Line Items] | |||
Purchase price allocation | 8,525 | 1,024,434 | |
ProPay | |||
Goodwill [Line Items] | |||
Purchase price allocation | 144 | ||
North America Services | |||
Goodwill [Line Items] | |||
Beginning Balance | 70,796 | 70,796 | |
Disposal of GP Net | -182 | ||
Ending Balance | 70,614 | 70,796 | |
International Services | |||
Goodwill [Line Items] | |||
Beginning Balance | 34,201 | 33,944 | |
Disposal of GP Net | -1,605 | ||
Currency translation adjustments | -2,520 | 257 | |
Ending Balance | 30,076 | 34,201 | |
Merchant Services | |||
Goodwill [Line Items] | |||
Beginning Balance | 413,604 | ||
Ending Balance | 413,748 | 413,748 | 413,604 |
Merchant Services | ProPay | |||
Goodwill [Line Items] | |||
Purchase price allocation | 144 | ||
NetSpend | |||
Goodwill [Line Items] | |||
Ending Balance | 1,032,959 | 1,024,434 | |
NetSpend | NetSpend Holdings Inc | |||
Goodwill [Line Items] | |||
Purchase price allocation | $8,525 | $1,024,434 |
Other_Intangible_Assets_net_Ad
Other Intangible Assets, net - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 01, 2013 |
Other intangible assets | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Business acquisition, acquired intangible assets | $480,086 | |||
Amortization expenses recorded in selling, general and administrative expenses | 77,300 | 50,000 | 16,600 | |
NetSpend Holdings Inc | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Business acquisition, acquired intangible assets | $401,600 | $480,086 |
Significant_Components_of_Othe
Significant Components of Other Intangible Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | $586,035 | $586,847 |
Accumulated Amortization | -181,928 | -105,428 |
Net | 404,107 | 481,419 |
Channel relationships | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 318,600 | 318,600 |
Accumulated Amortization | -60,079 | -20,261 |
Net | 258,521 | 298,339 |
Customer relationships | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 167,140 | 167,871 |
Accumulated Amortization | -87,201 | -69,114 |
Net | 79,939 | 98,757 |
Trade name | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 46,480 | 46,561 |
Accumulated Amortization | -15,680 | -6,527 |
Net | 30,800 | 40,034 |
Database | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 28,000 | 28,000 |
Accumulated Amortization | -8,400 | -2,800 |
Net | 19,600 | 25,200 |
Covenants-Not-to-Compete | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 14,940 | 14,940 |
Accumulated Amortization | -5,551 | -2,887 |
Net | 9,389 | 12,053 |
Trade association | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 10,000 | 10,000 |
Accumulated Amortization | -4,750 | -3,750 |
Net | 5,250 | 6,250 |
Favorable lease | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Gross | 875 | 875 |
Accumulated Amortization | -267 | -89 |
Net | $608 | $786 |
Weighted_Average_Useful_Life_f
Weighted Average Useful Life for Each Component of Other Intangible Assets (Detail) (Other intangible assets) | 12 Months Ended |
Dec. 31, 2014 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 7 years 7 months 6 days |
Customer relationships | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 8 years 2 months 12 days |
Trade association | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 10 years |
Trade name | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 4 years 10 months 24 days |
Channel relationships | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 8 years |
Database | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years |
Favorable lease | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 4 years 10 months 24 days |
Covenants-Not-to-Compete | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 3 months 18 days |
Estimated_Future_Amortization_
Estimated Future Amortization Expense on Other Intangible Assets (Detail) (Other intangible assets, USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Other intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
2015 | $75,770 |
2016 | 75,213 |
2017 | 74,823 |
2018 | 60,166 |
2019 | $47,870 |
Summary_of_Computer_Software_D
Summary of Computer Software (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Research And Development [Line Items] | ||
Computer software | $979,414 | $900,276 |
Accumulated amortization | 613,266 | 536,396 |
Computer software, net | 366,148 | 363,880 |
Licensed computer software | ||
Schedule Of Research And Development [Line Items] | ||
Computer software | 435,701 | 393,947 |
Accumulated amortization | 243,866 | 207,496 |
Software development costs | ||
Schedule Of Research And Development [Line Items] | ||
Computer software | 376,026 | 337,993 |
Accumulated amortization | 275,512 | 254,046 |
Acquisition technology intangibles | ||
Schedule Of Research And Development [Line Items] | ||
Computer software | 167,687 | 168,336 |
Accumulated amortization | $93,888 | $74,854 |
Computer_Software_net_Addition
Computer Software, net - Additional Information (Detail) (ProPay and CPAY, Acquisition technology intangibles, USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
ProPay and CPAY | Acquisition technology intangibles | |
Indefinite-lived Intangible Assets [Line Items] | |
Business acquisition, acquired intangible assets | $78,700 |
Amortization_Expense_Related_t
Amortization Expense Related to Computer Software (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Licensed computer software | |||
Amortization expense related to: | |||
Amortization expenses | $36,775 | $33,511 | $33,393 |
Software development costs | |||
Amortization expense related to: | |||
Amortization expenses | 25,248 | 21,430 | 23,044 |
Acquisition technology intangibles | |||
Amortization expense related to: | |||
Amortization expenses | $19,683 | $15,855 | $9,712 |
Computer_Software_Under_Capita
Computer Software Under Capital Lease (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ||
Gross | $43,567 | $37,717 |
Accumulated Amortization | -31,482 | -23,032 |
Net | 12,085 | 14,685 |
Licensed computer software | ||
Capital Leased Assets [Line Items] | ||
Gross | 13,175 | 17,156 |
Accumulated Amortization | -2,031 | -4,816 |
Net | $11,144 | $12,340 |
Weighted_Average_Useful_Life_o
Weighted Average Useful Life of Each Component of Computer Software (Detail) (Computer Software, Intangible Asset) | 12 Months Ended |
Dec. 31, 2014 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 8 months 12 days |
Licensed computer software | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 2 months 12 days |
Software development costs | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 9 months 18 days |
Acquisition technology intangibles | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 6 years 9 months 18 days |
Estimated_Future_Amortization_1
Estimated Future Amortization Expense of Licensed Computer Software, Software Development Costs and Acquisition Technology Intangibles (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Licensed computer software | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
2015 | $41,956 |
2016 | 31,960 |
2017 | 21,326 |
2018 | 11,017 |
2019 | 6,097 |
Software development costs | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
2015 | 25,334 |
2016 | 18,919 |
2017 | 13,770 |
2018 | 7,689 |
2019 | 1,568 |
Acquisition technology intangibles | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
2015 | 16,670 |
2016 | 15,202 |
2017 | 13,718 |
2018 | 11,243 |
2019 | $11,243 |
Property_and_Equipment_Balance
Property and Equipment Balances (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $713,781 | $651,421 |
Less accumulated depreciation and amortization | 423,196 | 391,453 |
Property and equipment, net | 290,585 | 259,968 |
Computer and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 317,862 | 261,937 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 243,211 | 241,675 |
Furniture and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 135,741 | 129,799 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,763 | 17,021 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $204 | $989 |
Property_and_Equipment_net_Add
Property and Equipment, net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense related to property and equipment | $53.50 | $45.50 | $43.40 |
Property_Plant_and_Equipment_u
Property, Plant and Equipment under Capital Lease (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ||
Gross | $43,567 | $37,717 |
Accumulated Amortization | -31,482 | -23,032 |
Net | 12,085 | 14,685 |
Computer and other equipment | ||
Capital Leased Assets [Line Items] | ||
Gross | 38,193 | 35,335 |
Accumulated Amortization | -29,816 | -22,101 |
Net | 8,377 | 13,234 |
Furniture and other equipment | ||
Capital Leased Assets [Line Items] | ||
Gross | 5,374 | 2,382 |
Accumulated Amortization | -1,666 | -931 |
Net | $3,708 | $1,451 |
Significant_Components_of_Cont
Significant Components of Contract Acquisition Costs (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Conversion costs, net | $159,339 | $112,177 |
Payments for processing rights, net | 76,966 | 72,651 |
Total | $236,305 | $184,828 |
Amortization_Expense_Related_t1
Amortization Expense Related to Contract Acquisition Cost (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Conversion costs | |||
Finite Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization expense | $17,816 | $19,515 | $24,014 |
Payments for processing rights | |||
Finite Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization expense | $16,209 | $13,099 | $13,290 |
Weighted_Average_Useful_Life_f1
Weighted Average Useful Life for Each Component of Contract Acquisition Costs (Detail) (Contract Acquisition Costs) | 12 Months Ended |
Dec. 31, 2014 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 13 years 4 months 24 days |
Payments for processing rights | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 14 years 6 months |
Conversion costs | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
Weighted Average Amortization Period (Yrs) | 12 years 3 months 18 days |
Estimated_Future_Amortization_2
Estimated Future Amortization Expense on Payments for Processing Rights and Conversion Costs (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Conversion costs | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
2015 | $30,060 |
2016 | 28,598 |
2017 | 26,210 |
2018 | 23,687 |
2019 | 20,715 |
Payments for processing rights | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |
2015 | 16,897 |
2016 | 13,797 |
2017 | 11,691 |
2018 | 10,229 |
2019 | $8,322 |
Equity_Investments_Additional_
Equity Investments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Equity Method Investments [Line Items] | |||
Equity in income of equity investments, net of tax | $17.60 | $13 | $10.20 |
Promocn Y Operacin, SA De CV | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, percentage of ownership | 49.00% | ||
CUP Data | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, percentage of ownership | 44.56% |
Summary_of_TSYS_Equity_Investm
Summary of TSYS Equity Investments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments | $100,468 | $94,133 |
CUP Data | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments | 92,738 | 86,549 |
TSYS de Mexico | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments | $7,730 | $7,584 |
Summary_of_Longterm_Debt_Detai
Summary of Long-term Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $1,441,916 | $1,462,508 |
Less current portion | 43,784 | 34,257 |
Noncurrent portion of long-term debt | 1,398,132 | 1,428,251 |
2.375% Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 549,889 | 549,858 |
3.750% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 546,379 | 546,027 |
LIBOR + 1.125%, unsecured term loan | Unsecured term loan due on April 08, 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 185,000 | 195,000 |
LIBOR + 1.125%, unsecured term loan | Unsecured term loan due on September 10, 2017 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 131,250 | 138,750 |
1.50% note payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 11,886 | |
1.50% note payable | Due December 31, 2015 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 10,075 | 20,000 |
1.50% note payable | Due January 31, 2016 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,332 | 8,269 |
1.50% note payable | Due July 31, 2015 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,709 | 4,604 |
LIBOR + 2.0%, unsecured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $1,396 |
Summary_of_Longterm_Debt_Paren
Summary of Long-term Debt (Parenthetical) (Detail) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 21, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
2.375% Senior Notes due 2018 | 2.375% Senior Notes due 2018 | 2.375% Senior Notes due 2018 | 3.750% Senior Notes due 2023 | 3.750% Senior Notes due 2023 | 3.750% Senior Notes due 2023 | 1.50% note payable | 1.50% note payable | 1.50% note payable | 1.50% note payable | 1.50% note payable | 1.50% note payable | 1.50% note payable | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | Unsecured term loan due on April 08, 2018 | Unsecured term loan due on April 08, 2018 | Unsecured term loan due on April 08, 2018 | Unsecured term loan due on April 08, 2018 | Unsecured term loan due on September 10, 2017 | Unsecured term loan due on September 10, 2017 | Unsecured term loan due on September 10, 2017 | Unsecured term loan due on September 10, 2017 | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Due September 30, 2016 | Due December 31, 2015 | Due December 31, 2015 | Due January 31, 2016 | Due January 31, 2016 | Due July 31, 2015 | Due July 31, 2015 | USD ($) | GBP (£) | USD ($) | GBP (£) | London Interbank Offered Rate | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | LIBOR + 1.125%, unsecured term loan | ||
London Interbank Offered Rate | London Interbank Offered Rate | London Interbank Offered Rate | London Interbank Offered Rate | ||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $550,000,000 | $550,000,000 | $550,000,000 | $550,000,000 | $550,000,000 | $550,000,000 | $1,400,000 | £ 900,000 | $1,400,000 | £ 900,000 | |||||||||||||||||
Debt instrument, interest rate | 2.38% | 2.38% | 2.38% | 3.75% | 3.75% | 3.75% | 1.50% | 1.50% | 1.50% | 1.50% | 1.50% | 1.50% | 1.50% | ||||||||||||||
Debt instrument, maturity date | 21-Dec-12 | 1-Jun-18 | 1-Jun-18 | 1-Jun-23 | 1-Jun-23 | 30-Sep-16 | 31-Dec-15 | 31-Dec-15 | 31-Jan-16 | 31-Jan-16 | 31-Jul-15 | 31-Jul-15 | 7-Dec-17 | 7-Dec-17 | 7-Dec-17 | 7-Dec-17 | 8-Apr-18 | 8-Apr-18 | 10-Sep-17 | 10-Sep-17 | |||||||
Senior notes maturity , period | 5 years | 5 years | 10 years | 10 years | |||||||||||||||||||||||
Debt instrument, margin rate | 2.00% | 1.13% | 1.13% | 1.13% | 1.13% |
Longterm_Borrowings_and_Capita2
Long-term Borrowings and Capital Lease Obligations - Additional Information (Detail) | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||
Dec. 21, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 01, 2013 | Dec. 31, 2014 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Feb. 19, 2013 | Feb. 19, 2013 | Feb. 19, 2013 | Sep. 30, 2012 | Dec. 21, 2007 | Dec. 31, 2014 | Sep. 30, 2012 | Dec. 21, 2007 | Jul. 01, 2013 | Dec. 31, 2014 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 21, 2007 | Sep. 30, 2012 | Dec. 21, 2007 | Apr. 08, 2013 | Dec. 31, 2014 | Apr. 08, 2013 | Apr. 08, 2013 | Apr. 08, 2013 | Apr. 08, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 21, 2007 | Dec. 21, 2007 | Dec. 21, 2007 | Dec. 21, 2007 | Dec. 21, 2007 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | NetSpend Holdings Inc | NetSpend Holdings Inc | 2.375% Senior Notes due 2018 | 2.375% Senior Notes due 2018 | 2.375% Senior Notes due 2018 | 2.375% Senior Notes due 2018 | 3.750% Senior Notes due 2023 | 3.750% Senior Notes due 2023 | 3.750% Senior Notes due 2023 | 3.750% Senior Notes due 2023 | Senior Notes | Licensing Agreement One | Licensing Agreement One | Licensing Agreement One | Licensing Agreement One | Bridge Loan Facility | Bridge Loan Facility | Bridge Loan Facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Unsecured revolving credit facility | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Financing agreement for perpetual software licenses | Financing agreement for perpetual software licenses | Financing agreement for perpetual software licenses | Financing agreement for perpetual software licenses | Financing agreement for perpetual software licenses | Financing agreement for perpetual software licenses | LIBOR + 0.60%, unsecured term loan | LIBOR + 0.60%, unsecured term loan | LIBOR + 0.60%, unsecured term loan | LIBOR + 0.60%, unsecured term loan | LIBOR + 0.60%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | LIBOR + 2.0%, unsecured term loan | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Before Amendment | USD ($) | USD ($) | USD ($) | NetSpend Holdings Inc | NetSpend Holdings Inc | Standby letters of credit | Swingline loans | Maximum | Maximum | Minimum | USD ($) | USD ($) | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | USD ($) | USD ($) | USD ($) | USD ($) | Licensing Agreement Two | Licensing Agreement Two | USD ($) | London Interbank Offered Rate | Maximum | Minimum | USD ($) | GBP (£) | USD ($) | GBP (£) | London Interbank Offered Rate | London Interbank Offered Rate (LIBOR) | |||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Maximum | Minimum | USD ($) | USD ($) | London Interbank Offered Rate | London Interbank Offered Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $550,000,000 | $550,000,000 | $550,000,000 | $550,000,000 | $550,000,000 | $550,000,000 | $13,600,000 | $13,600,000 | $0 | $0 | $1,400,000 | £ 900,000 | $1,400,000 | £ 900,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument, margin rate | 1.13% | 1.75% | 1.00% | 0.60% | 0.73% | 0.27% | 2.00% | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt | 1,441,916,000 | 1,462,508,000 | 549,889,000 | 549,858,000 | 546,379,000 | 546,027,000 | 150,000,000 | 252,000,000 | 168,000,000 | 1,396,000 | 1,396,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | 21-Dec-12 | 1-Jun-18 | 1-Jun-18 | 1-Jun-23 | 1-Jun-23 | 7-Dec-17 | 7-Dec-17 | 7-Dec-17 | 7-Dec-17 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance of financing agreement | 4,300,000 | 1,700,000 | 11,900,000 | 10,100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financing agreement amount | 11,900,000 | 8,600,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit agreement, maximum borrowing capacity | 5,000,000 | 350,000,000 | 50,000,000 | 50,000,000 | 200,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit facility outstanding amount | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit agreement term | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding balance on the Credit Agreement | 131,300,000 | 0 | 185,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bridge loan facility, term | 364 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit agreement commitment | 1,200,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, fee amount | 8,900,000 | 5,900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior notes maturity year | 2018 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior notes interest rate | 2.38% | 2.38% | 2.38% | 3.75% | 3.75% | 3.75% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, discount | 4,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business acquisition, cost of acquired entity, purchase price | 1,396,550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument credit ratings | The Company received a rating from Moody's of Baa3 and a rating from Standard & Poor's of BBB+ in connection with the Senior Notes at the time of issuance. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured revolving credit facility, increased additional borrowings | 350,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity period | 5 years | 5 years | 10 years | 10 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from credit agreement, additional funding amount | $100,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of interest payments | 3 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee | 0.10% | 0.15% | 0.08% |
Required_Annual_Principal_Paym
Required Annual Principal Payments on Long-term Debt (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2015 | $43,784 |
2016 | 35,468 |
2017 | 126,396 |
2018 | 690,000 |
2019 | $0 |
Capital_Lease_Obligations_Deta
Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Capital Lease Obligations [Line Items] | ||
Capital lease obligations | $14,101 | $30,162 |
Less current portion | 7,127 | 22,662 |
Noncurrent portion of capital leases | $6,974 | $7,500 |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments under Capital Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Capital Lease Obligations [Line Items] | |
2015 | $7,355 |
2016 | 3,554 |
2017 | 2,627 |
2018 | 987 |
2019 | 63 |
Total minimum lease payments | 14,586 |
Less amount representing interest | 485 |
Principal minimum lease payments | $14,101 |
Significant_Components_of_Othe1
Significant Components of Other Current Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | ||||
Other Liabilities [Line Items] | ||||
Deferred revenues | $41,773 | $36,408 | ||
Accrued expenses | 23,617 | 23,265 | ||
Dividends payable | 19,006 | 19,508 | ||
Dissenting shareholder liability | 25,723 | [1] | ||
Other | 70,409 | 54,266 | ||
Total | $154,805 | $154,805 | $159,170 | |
[1] | Refer to Note 24 on acquisitions for additional information. |
Components_of_Income_Tax_Expen
Components of Income Tax Expense Included in Consolidated Statements of Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current income tax expense: | |||
Federal | $126,203 | $74,327 | $102,953 |
State | 5,161 | 2,949 | 2,572 |
Foreign | 7,694 | 6,822 | 8,450 |
Total current income tax expense | 139,058 | 84,098 | 113,975 |
Deferred income tax expense (benefit): | |||
Federal | -3,623 | 27,447 | 1,395 |
State | -2,039 | -55 | 411 |
Foreign | -3,635 | -509 | -1,665 |
Total deferred income tax expense | -9,297 | 26,883 | 141 |
Total income tax expense | $129,761 | $110,981 | $114,116 |
Components_of_Income_Tax_Befor
Components of Income Tax Before Income Tax (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of income before income tax expense: | |||
Domestic | $369,888 | $328,052 | $319,709 |
Foreign | 23,041 | 24,424 | 33,164 |
Income before income taxes and equity in income of equity investments | $392,929 | $352,476 | $352,873 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Statutory federal income tax rate | 35.00% | |
Deferred tax assets from net operating losses carryforwards | $5,900,000 | $11,400,000 |
Deferred tax assets from capital losses carryforwards | 1,900,000 | |
Deferred tax assets from federal and state income tax credit carryforwards | 26,100,000 | 10,800,000 |
Valuation allowance for deferred income tax assets | 18,963,000 | 14,691,000 |
Increase (decrease) in valuation allowance for deferred income tax assets | 4,300,000 | 1,700,000 |
Undistributed earnings | 90,300,000 | |
Decrease in liability for prior year uncertain tax position | 4,000,000 | |
Gross accrued interest and penalties on unrecognized tax benefits | 300,000 | 300,000 |
Unrecognized income tax benefits that, if recognized, would affect the effective tax rates | 6,500,000 | 2,800,000 |
Unrecognized income tax benefits that, if recognized, would affect the effective tax rates , interest and penalties | $200,000 | $200,000 |
Income_Tax_Expense_Differed_fr
Income Tax Expense Differed from Amounts Computed by Applying Statutory U.S. Federal Income Tax Rate to Income before Income Taxes, Noncontrolling Interest and Equity in Income of Equity Investments (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Provision of Income Taxes [Line Items] | |||
Computed "expected" income tax expense | $137,525 | $123,367 | $123,505 |
International tax rate differential and equity income | 6,541 | 1,870 | 1,870 |
State income tax expense, net of federal income tax effect | 4,823 | 3,408 | 2,101 |
Increase (decrease) in valuation allowance | -4,550 | 1,715 | 1,239 |
Tax credits | -3,459 | -6,141 | -3,787 |
Deduction for domestic production activities | -8,750 | -8,225 | -5,727 |
Permanent differences and other, net | -2,369 | -5,013 | -5,085 |
Total income tax expense | $129,761 | $110,981 | $114,116 |
Temporary_Differences_between_
Temporary Differences between Financial Statement Carrying Amounts and Tax Bases of Assets and Liabilities that Give Rise to Significant Portions of Net Deferred Tax Liability (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred income tax assets: | ||
Net operating loss and income tax credit carryforwards | $31,978 | $24,079 |
Allowances for doubtful accounts and billing adjustments | 1,328 | 728 |
Deferred revenue | 31,240 | 20,111 |
Other, net | 49,192 | 50,960 |
Total deferred income tax assets | 113,738 | 95,878 |
Less valuation allowance for deferred income tax assets | -18,963 | -14,691 |
Net deferred income tax assets | 94,775 | 81,187 |
Deferred income tax liabilities: | ||
Excess tax over financial statement depreciation | -53,527 | -45,727 |
Computer software development costs | -67,703 | -55,074 |
Purchase accounting adjustments | -136,701 | -168,689 |
Foreign currency translation | -7,642 | -10,291 |
Other, net | -18,830 | -12,003 |
Total deferred income tax liabilities | -284,403 | -291,784 |
Net deferred income tax liabilities | -189,628 | -210,597 |
Total net deferred tax assets (liabilities): | ||
Current | 15,190 | 14,158 |
Noncurrent | -204,818 | -224,755 |
Net deferred income tax liabilities | ($189,628) | ($210,597) |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits [Line Items] | ||
Beginning balance | $2.70 | [1] |
Additions based on tax positions related to current year | 0.9 | [1] |
Additions for tax positions of prior years | 3.5 | [1] |
Reductions for tax positions of prior years | -0.4 | [1] |
Net, current activity | 4 | [1] |
Ending balance | $6.70 | [1] |
[1] | Unrecognized state tax liabilities are not adjusted for the federal tax impact |
Future_Minimum_Lease_Payments_1
Future Minimum Lease Payments Under Noncancelable Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | |
2015 | $118,321 |
2016 | 121,745 |
2017 | 62,741 |
2018 | 27,184 |
2019 | 22,693 |
Thereafter | 30,088 |
Total future minimum lease payments | $382,772 |
Recovered_Sheet1
Commitments And Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-11 | |
Commitments and Contingencies Disclosure [Line Items] | ||||
Rental expense under all operating leases | $105,200,000 | $93,400,000 | $95,200,000 | |
Estimated gross settlement exposure | 11,100,000 | |||
Cardholders' overdrawn account balances | 14,000,000 | 13,800,000 | ||
Cardholders' loss reserve | 6,300,000 | 5,800,000 | ||
Recognized gain on investment | 793,000 | 966,000 | 898,000 | |
MetaBank | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Advance on behalf of cardholders | 1,000,000 | |||
Maximum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Cardholder overdraft limit | 10 | |||
Private Equity Funds | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Investments | 9,300,000 | 6,000,000 | ||
Recognized gain on investment | 800,000 | 1,000,000 | 900,000 | |
Private Equity Funds | Maximum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Commitment to invest | $20,000,000 | |||
Percentage of ownership interests | 50.00% |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
TSYS Retirement Savings Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Employer contribution, percentage of eligible compensation | 100.00% |
TSYS Stock Repurchase Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Percentage of employer contribution | 15.00% |
Maximum | TSYS Retirement Savings Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Employee contribution, percentage of eligible compensation | 4.00% |
Percentage of employer discretionary contributions | 4.00% |
Contributions_Charged_to_Expen
Contributions Charged to Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
TSYS Retirement Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contributions charged to expense | $17,531 | $14,506 | $13,421 |
TSYS Stock Repurchase Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contributions charged to expense | $1,288 | $1,236 | $1,140 |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividends on common stock | $74.80 | $56.50 | $94 |
Summary_of_Equity_Compensation
Summary of Equity Compensation Plans (Detail) (Equity compensation plans not approved by security holders, USD $) | Dec. 31, 2014 | |
In Thousands, except Per Share data, unless otherwise specified | ||
Equity compensation plans not approved by security holders | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 4,892 | |
Weighted-average exercise price of outstanding options, warrants and rights | $23.83 | |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | 9,879 | [1] |
[1] | 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 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Jul. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 18, 2013 | Apr. 30, 2013 | Mar. 31, 2012 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation | $30,790,000 | $28,933,000 | $18,621,000 | |||||||
Shares of common stock issued | 2,017,865 | |||||||||
Average fair value of option grant | $7.66 | $9.48 | $5.27 | |||||||
Exercise price | $30.96 | $17.42 | $22.95 | |||||||
Risk-free interest rate | 2.01% | 1.31% | 1.69% | |||||||
Expected volatility | 25.06% | 26.81% | 24.11% | |||||||
Expected term | 6 years 6 months | 6 years | 7 years 10 months 24 days | |||||||
Dividend yield | 1.29% | 1.64% | 1.75% | |||||||
Performance Share Plan 2012 And 2013 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements | 10,400,000 | |||||||||
Performance Share Plan 2012 And 2013 | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements, remaining weighted average recognition period | 2015 | |||||||||
Nonvested Stock Replacement Award | NetSpend Holdings Inc | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock issued | 870,361 | |||||||||
Value of awards issued | 21,500,000 | |||||||||
Nonvested Restricted Stock Bonus Awards | NetSpend Holdings Inc | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock issued | 212,694 | |||||||||
Value of awards issued | 5,500,000 | |||||||||
Nonvested Restricted Stock Bonus Awards | NetSpend Holdings Inc | Minimum | Certain key Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 2 years | |||||||||
Nonvested Restricted Stock Bonus Awards | NetSpend Holdings Inc | Maximum | Certain key Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Stock Option Replacement Awards | NetSpend Holdings Inc | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock issued | 1,060,148 | |||||||||
Value of awards issued | 13,700,000 | |||||||||
Average fair value of option grant | 12.93 | |||||||||
Exercise price | 11.68 | |||||||||
Risk-free interest rate | 1.31% | |||||||||
Expected volatility | 29.22% | |||||||||
Expected term | 4 years 8 months 12 days | |||||||||
Dividend yield | 1.63% | |||||||||
Stock Option Replacement Awards | NetSpend Holdings Inc | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 7 months | |||||||||
Stock Option Replacement Awards | NetSpend Holdings Inc | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 45 months | |||||||||
Unvested Restricted Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements | 30,500,000 | |||||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements, remaining weighted average recognition period | 2 years | |||||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of fair market value of common stock in exercise price | 100.00% | |||||||||
Award vesting period | 3 years | |||||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements | $5,700,000 | |||||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements, remaining weighted average recognition period | 1 year 2 months 12 days | |||||||||
Average fair value of option grant | $7.66 | $9.48 | $5.27 | |||||||
Exercise price | $30.96 | [1] | $17.42 | [1] | $22.95 | [1] | ||||
Stock Options | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period of employee stock option | 10 years | |||||||||
Stock Options Granted During Or After 2006 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercisable period of employee stock option | 3 years | |||||||||
Expiration period of employee stock option | 10 years | |||||||||
Stock Options Granted During Or After 2006 | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Years of age | 62 | |||||||||
Years of service | 15 years | |||||||||
Stock Options Granted During Or After 2006 | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Years of age | 65 | |||||||||
Stock options granted during 2010 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period of employee stock option | 10 years | |||||||||
Number of equal annual installments of stock options exercisable | 3 | |||||||||
Stock options granted during 2011 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period of employee stock option | 10 years | |||||||||
Number of equal annual installments of stock options exercisable | 3 | |||||||||
Stock options granted since 2011 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period of employee stock option | 10 years | |||||||||
Number of equal annual installments of stock options exercisable | 3 | |||||||||
Options vesting upon retirement description | For employees who retire during the first 18 months of the options term, the options vest on a pro-rata basis based upon the number of months employed during the year of retirement. If the employee retires after the 18-month period, vesting is accelerated upon retirement. When an employee meets the requirements for retirement eligibility after the 18-month period but before the final vesting period, the employee is fully vested in the options at that time. Employees not retirement eligible who terminate employment only received the shares for the full vesting periods completed. | |||||||||
Stock Options Granted Prior 2006 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period of employee stock option | 10 years | |||||||||
Years of age | 50 | |||||||||
Stock Options Granted Prior 2006 | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercisable period of employee stock option | 2 years | |||||||||
Years of service | 15 years | |||||||||
Stock Options Granted Prior 2006 | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercisable period of employee stock option | 3 years | |||||||||
Omnibus Stock Incentive Plan, Twenty Twelve | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate number of shares granted to participants pursuant to awards | 17,000,000 | |||||||||
Omnibus Stock Incentive Plan 2007 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate number of shares granted to participants pursuant to awards | 5,000,000 | |||||||||
2002 Long Term Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate number of shares granted to participants pursuant to awards | 9,400,000 | |||||||||
Long Term Incentive Plan 2000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Aggregate number of shares granted to participants pursuant to awards | 2,400,000 | |||||||||
Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares of nonvested stock to key executives | 211,593 | 563,803 | 241,095 | |||||||
Performance shares grant expected vesting period | 2017 | 2016 | 2015 | |||||||
Performance Shares | 2014 Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares of nonvested stock to key executives | 211,593 | |||||||||
Percentage of performance shares grant expected to vest | 200.00% | |||||||||
Performance Shares | 2014 Performance Shares | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2014 | |||||||||
Performance Shares | 2014 Performance Shares | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2016 | |||||||||
Performance Shares | 2013 Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares of nonvested stock to key executives | 237,679 | |||||||||
Percentage of performance shares grant expected to vest | 200.00% | |||||||||
Performance Shares | 2013 Performance Shares | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2013 | |||||||||
Performance Shares | 2013 Performance Shares | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2015 | |||||||||
Performance Shares | Performance Share Plan 2012 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares of nonvested stock to key executives | 241,095 | |||||||||
Percentage of performance shares grant expected to vest | 200.00% | |||||||||
Performance Shares | Performance Share Plan 2012 | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2012 | |||||||||
Performance Shares | Performance Share Plan 2012 | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2014 | |||||||||
Percentage of performance shares grant vested | 134.00% | |||||||||
Performance-based Retention Stock Award | NetSpend Holdings Inc | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock issued | 225,000 | |||||||||
Performance-based Replacement Stock Award | NetSpend Holdings Inc | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock issued | 87,356 | |||||||||
Percentage of performance shares grant expected to vest | 100.00% | |||||||||
Performance-based Replacement Stock Award | NetSpend Holdings Inc | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2013 | |||||||||
Performance-based Replacement Stock Award | NetSpend Holdings Inc | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance shares grant expected vesting period | 2015 | |||||||||
[1] | Includes the issuance of approximately 1.1 million stock option replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $13.7 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summary_of_Number_of_Shares_Gr
Summary of Number of Shares Granted Each Year (Detail) (Unvested Restricted Awards, USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Unvested Restricted Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares | 672,724 | 1,667,246 | [1] | 310,690 |
Market value | $20.60 | $41.30 | $6.70 | |
[1] | Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $21.5 million. A portion of the expense associated with these options has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summarized_Status_of_Nonvested
Summarized Status of Nonvested Shares and Changes during Periods (Detail) (Unvested Restricted Awards, USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Unvested Restricted Awards | ||||
Shares | ||||
Outstanding at beginning of year | 1,783,000 | 554,000 | 618,000 | |
Granted | 672,724 | 1,667,246 | [1] | 310,690 |
Vested | -602,000 | -328,000 | -366,000 | |
Forfeited/canceled | -85,000 | -110,000 | -9,000 | |
Outstanding at end of year | 1,769,000 | 1,783,000 | 554,000 | |
Weighted Average Grant-Date Fair Value | ||||
Outstanding at beginning of year | $24.19 | $19.96 | $16.80 | |
Granted | $30.67 | $24.75 | $21.47 | |
Vested | $23.74 | $19.95 | $15.91 | |
Forfeited/canceled | $25.47 | $23.82 | $19.85 | |
Outstanding at end of year | $26.75 | $24.19 | $19.96 | |
[1] | Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $21.5 million. A portion of the expense associated with these options has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summarized_Status_of_Nonvested1
Summarized Status of Nonvested Shares and Changes during Periods (Parenthetical) (Detail) (Unvested Restricted Awards, USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of stock awards granted in connection with acquisition | 672,724 | 1,667,246 | [1] | 310,690 |
Market value of stock awarded granted in connection with acquisition | $20.60 | $41.30 | $6.70 | |
NetSpend Holdings Inc | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of stock awards granted in connection with acquisition | 870,361 | |||
Market value of stock awarded granted in connection with acquisition | $21.50 | |||
[1] | Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $21.5 million. A portion of the expense associated with these options has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summary_of_Awards_Authorized_D
Summary of Awards Authorized (Detail) (Performance Shares) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Number of Shares Awarded | 211,593 | 563,803 | 241,095 |
Potential Number of Performance-Based Shares to be Vested | 211,593 | 325,035 | 458,082 |
Potential Number of Performance-Based Shares to be Vested period | 2017 | 2016 | 2015 |
Summarized_Status_of_Performan
Summarized Status of Performance-based Nonvested Shares and Changes during Period (Detail) (Performance Shares, USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Performance Shares | ||||
Shares | ||||
Outstanding at beginning of year | 1,049,000 | 809,000 | 580,000 | |
Granted | 211,000 | 564,000 | [1] | 278,000 |
Vested | -258,000 | -324,000 | -37,000 | |
Forfeited/canceled | -236,000 | -12,000 | ||
Outstanding at end of year | 766,000 | 1,049,000 | 809,000 | |
Weighted Average Grant Date Fair Value | ||||
Outstanding at beginning of year | $22.75 | $18.76 | $16.68 | |
Granted | $30.89 | $24.88 | $22.91 | |
Vested | $17.57 | $15.93 | $18.08 | |
Forfeited/canceled | $25.62 | $16.57 | ||
Outstanding at end of year | $25.86 | $22.75 | $18.76 | |
[1] | Includes the issuance of approximately 87,356 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $2.2 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summarized_Status_of_Performan1
Summarized Status of Performance-based Nonvested Shares and Changes during Period (Parenthetical) (Detail) (Performance Shares, USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of stock awards granted in connection with acquisition | 211,000 | 564,000 | [1] | 278,000 |
NetSpend Holdings Inc | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of stock awards granted in connection with acquisition | 87,356 | |||
Market value of stock awarded granted in connection with acquisition | 2.2 | |||
[1] | Includes the issuance of approximately 87,356 stock replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $2.2 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summary_of_Weighted_Average_As
Summary of Weighted Average Assumptions and Fair Value of Options (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 1,046,372 | 1,939,796 | 818,090 |
Weighted average exercise price | $30.96 | $17.42 | $22.95 |
Risk-free interest rate | 2.01% | 1.31% | 1.69% |
Expected volatility | 25.06% | 26.81% | 24.11% |
Expected term (years) | 6 years 6 months | 6 years | 7 years 10 months 24 days |
Dividend yield | 1.29% | 1.64% | 1.75% |
Weighted average fair value | $7.66 | $9.48 | $5.27 |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity and Changes during Year (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Options: | ||||||
Granted | 1,046,372 | 1,939,796 | 818,090 | |||
Weighted Average Exercise Price | ||||||
Granted | $30.96 | $17.42 | $22.95 | |||
Weighted average fair value of options granted during the year | $7.66 | $9.48 | $5.27 | |||
Stock Options | ||||||
Options: | ||||||
Outstanding at beginning of year | 5,752,000 | 6,065,000 | 6,082,000 | |||
Granted | 1,046,000 | [1] | 1,940,000 | [1] | 818,000 | [1] |
Exercised | -1,850,000 | -2,177,000 | -619,000 | |||
Forfeited/canceled | -56,000 | -76,000 | -216,000 | |||
Outstanding at end of year | 4,892,000 | 5,752,000 | 6,065,000 | |||
Options exercisable at year-end | 2,781,000 | 3,232,000 | 3,235,000 | |||
Weighted Average Exercise Price | ||||||
Outstanding at beginning of year | $20.96 | $21.27 | $20.61 | |||
Granted | $30.96 | [1] | $17.42 | [1] | $22.95 | [1] |
Exercised | $18.79 | $18.75 | $16.15 | |||
Forfeited/canceled | $28.88 | $16.78 | $23.73 | |||
Outstanding at end of year | $23.83 | $20.96 | $21.27 | |||
Options exercisable at year-end | $22.86 | $23.02 | $24.12 | |||
Weighted average fair value of options granted during the year | $7.66 | $9.48 | $5.27 | |||
Average remaining contractual life (in years) | 6 years 7 months 6 days | |||||
Aggregate intrinsic value (in thousands) | $49,548 | |||||
Average remaining contractual life (in years) | 5 years 1 month 6 days | |||||
Aggregate intrinsic value (in thousands) | $30,866 | |||||
[1] | Includes the issuance of approximately 1.1 million stock option replacement awards in connection with the acquisition of NetSpend in 2013. These awards had a market value of $13.7 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summary_of_Stock_Option_Activi1
Summary of Stock Option Activity and Changes during Year (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of stock awards granted in connection with acquisition | 1,046,372 | 1,939,796 | 818,090 |
NetSpend Holdings Inc | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of stock awards granted in connection with acquisition | 1,100,000 | ||
Market value of stock awarded granted in connection with acquisition | 13.7 |
Summary_of_Stock_Option_Exerci
Summary of Stock Option Exercises (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Exercised and Issued from Treasury | -1,850 | 2,177 | 619 |
Intrinsic Value | $22,883 | $16,580 | $4,243 |
Summary_of_Shares_Held_as_Trea
Summary of Shares Held as Treasury Stock and Related Carrying Value (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Equity, Class of Treasury Stock [Line Items] | |||
Number of Treasury Shares | 17,836 | 15,073 | 15,440 |
Treasury Shares Cost | $453,230 | $326,996 | $287,301 |
Treasury_Stock_Additional_Info
Treasury Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jul. 24, 2012 | Dec. 31, 2014 | Nov. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 20, 2010 | Oct. 30, 2014 | 3-May-11 | Jan. 27, 2015 |
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Shares authorized to be repurchased under stock repurchase plan | 28,000,000 | |||||||||||
Expiration date of shares authorized to be repurchased under stock repurchase plan | 30-Apr-14 | 30-Apr-15 | ||||||||||
Purchase of treasury shares (in shares) | 1,500,000 | 650,000 | 850,000 | 5,200,000 | 3,100,000 | 3,200,000 | ||||||
Stock repurchase value | $165.30 | $97.60 | $74.60 | |||||||||
Repurchase of common stock, average cost per share | $33.08 | $33.35 | $32.88 | $31.79 | $31.48 | $23.31 | ||||||
Shares available for repurchase | 6,807,000 | 6,807,000 | 7,457,000 | 12,000,000 | 6,807,000 | 8,307,000 | ||||||
Treasury stock acquired as a result of share withholding for taxes | 162,489 | 264,383 | ||||||||||
Value of treasury stock acquired as a result of share withholding for taxes | $5.20 | $6.30 | ||||||||||
Maximum | ||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Shares authorized to be repurchased under stock repurchase plan | 20,000,000 | 10,000,000 | 15,000,000 | |||||||||
Time shares may be purchased | 2 years | |||||||||||
Maximum | Subsequent Event | ||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Shares authorized to be repurchased under stock repurchase plan | 20,000,000 |
Purchases_of_Common_Stock_on_M
Purchases of Common Stock on Monthly Basis (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 30, 2014 | Jan. 31, 2014 |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Total Number of Shares Purchased | 1,500 | 650 | 850 | 5,200 | 3,100 | 3,200 | ||
Average Price Paid per Share | $33.08 | $33.35 | $32.88 | $31.79 | $31.48 | $23.31 | ||
Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs | 21,193 | 20,543 | 21,193 | 19,693 | ||||
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | 6,807 | 7,457 | 6,807 | 8,307 | 12,000 |
Income_Tax_Effects_Allocated_t
Income Tax Effects Allocated to and Cumulative Balance of Accumulated Other Comprehensive Income (loss) (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $3,749 | $1,408 | ($445) | ($2,585) |
Pretax amount | -17,280 | 4,441 | 2,272 | 5,397 |
Tax effect | -1,605 | 2,100 | 419 | 3,257 |
Net-of-tax | -15,675 | 2,341 | 1,853 | 2,140 |
Ending Balance | -11,926 | 3,749 | 1,408 | -445 |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 2,004 | 3,332 | -186 | |
Pretax amount | -17,143 | -295 | 4,875 | |
Tax effect | -1,547 | 1,033 | 1,357 | |
Net-of-tax | -15,596 | -1,328 | 3,518 | |
Ending Balance | -13,592 | 2,004 | 3,332 | |
Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ending Balance | 28 | 28 | 28 | 28 |
Change in Accumulated OCI Related to postretirement healthcare plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | -56 | -1,952 | -287 | |
Pretax amount | 921 | 1,926 | -2,603 | |
Tax effect | 332 | 30 | -938 | |
Net-of-tax | 589 | 1,896 | -1,665 | |
Ending Balance | 533 | -56 | -1,952 | |
Gain on available for sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 1,773 | |||
Pretax amount | -1,058 | 2,810 | ||
Tax effect | -390 | 1,037 | ||
Net-of-tax | -668 | 1,773 | ||
Ending Balance | $1,105 | $1,773 |
Segment_Reporting_including_Ge2
Segment Reporting, including Geographic Area Data and Major Customers - Additional Information (Detail) (CPAY) | 1 Months Ended | |
Feb. 28, 2014 | Aug. 08, 2012 | |
CPAY | ||
Segment Reporting Information [Line Items] | ||
Business acquisition percent of acquisition | 60.00% | |
Percentage of Additional Equity Interest Acquired | 15.00% |
Operating_Segments_Detail
Operating Segments (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | $2,192,978 | $1,823,708 | $1,541,076 |
Revenue for reportable segment | 2,446,877 | 2,064,305 | 1,793,557 |
Depreciation and amortization | 246,620 | 199,026 | 163,400 |
Operating income | 431,640 | 382,500 | 354,969 |
Total assets | 3,733,581 | 3,686,568 | |
North America Services | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 1,102,300 | 986,900 | 947,000 |
International Services | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 352,200 | 334,800 | 331,500 |
Merchant Services | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 509,700 | 534,700 | 515,100 |
NetSpend | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 482,700 | 207,900 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 147,502 | 131,343 | 134,645 |
Operating income | 669,792 | 585,683 | 479,791 |
Operating Segments | North America Services | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 954,082 | 860,645 | 826,750 |
Revenue for reportable segment | 1,117,764 | 1,000,073 | 965,393 |
Depreciation and amortization | 86,513 | 74,480 | 74,673 |
Operating income | 351,512 | 321,619 | 295,171 |
Total assets | 3,327,160 | 3,215,333 | |
Operating Segments | International Services | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 341,785 | 321,484 | 318,730 |
Revenue for reportable segment | 363,359 | 341,549 | 336,047 |
Depreciation and amortization | 38,909 | 41,708 | 47,889 |
Operating income | 55,123 | 42,068 | 27,211 |
Total assets | 356,590 | 417,379 | |
Operating Segments | Merchant Services | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 435,649 | 446,277 | 409,698 |
Revenue for reportable segment | 510,120 | 533,050 | 512,580 |
Depreciation and amortization | 14,571 | 12,034 | 12,083 |
Operating income | 134,872 | 155,643 | 157,409 |
Total assets | 695,744 | 676,592 | |
Operating Segments | NetSpend | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 482,686 | 207,851 | |
Revenue for reportable segment | 482,686 | 207,851 | |
Depreciation and amortization | 7,509 | 3,121 | |
Operating income | 128,285 | 66,353 | |
Total assets | 1,556,369 | 1,596,150 | |
Intersegment Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | -21,224 | -12,549 | -14,102 |
Revenue for reportable segment | -27,052 | -18,218 | -20,463 |
Total assets | -2,202,282 | -2,218,886 | |
Segment Reconciling Items | Acquisition Related Intangible Assets | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 96,971 | 65,893 | 26,264 |
Operating income | -96,971 | -65,893 | -26,264 |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 2,147 | 1,790 | 2,491 |
Corporate, Non-Segment | NetSpend | |||
Segment Reporting Information [Line Items] | |||
Operating income | -3,217 | -14,220 | |
Corporate, Non-Segment | Corporate Administration | |||
Segment Reporting Information [Line Items] | |||
Operating income | ($137,964) | ($123,070) | ($98,558) |
Property_and_Equipment_Net_of_
Property and Equipment, Net of Accumulated Depreciation and Amortization (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | $290,585 | $259,968 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | 237,900 | 207,400 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | 45,500 | 46,400 |
Other | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | $7,200 | $6,200 |
Reconciliation_of_Geographic_R
Reconciliation of Geographic Revenues to Revenues by Operating Segment Based on Domicile of Company's Customers (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting Information [Line Items] | ||||||
Total revenues | $2,446,877 | $2,064,305 | $1,793,557 | |||
Total revenues, percentage | 100.00% | 100.00% | 100.00% | |||
United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,770,200 | 1,453,900 | 1,221,100 | |||
Total revenues, percentage | 72.30% | 70.40% | 68.10% | |||
Europe | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 305,100 | [1] | 294,600 | [1] | 293,000 | [1] |
Total revenues, percentage | 12.50% | [1] | 14.30% | [1] | 16.30% | |
Canada | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 290,500 | 243,200 | 217,500 | |||
Total revenues, percentage | 11.90% | 11.80% | 12.10% | |||
Mexico | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 16,200 | 16,500 | 11,700 | |||
Total revenues, percentage | 0.70% | 0.80% | 0.70% | |||
Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 64,900 | [1] | 56,100 | [1] | 50,300 | [1] |
Total revenues, percentage | 2.70% | [1] | 2.70% | [1] | 2.80% | |
North America Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,102,300 | 986,900 | 947,000 | |||
North America Services | United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 778,800 | 712,100 | 706,700 | |||
North America Services | Europe | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 800 | [1] | 800 | [1] | 800 | [1] |
North America Services | Canada | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 290,200 | 243,000 | 217,300 | |||
North America Services | Mexico | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 16,200 | 16,500 | 11,700 | |||
North America Services | Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 16,300 | [1] | 14,500 | [1] | 10,500 | [1] |
International Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 352,200 | 334,800 | 331,500 | |||
International Services | Europe | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 304,300 | [1] | 293,800 | [1] | 292,200 | [1] |
International Services | Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 47,900 | [1] | 41,000 | [1] | 39,300 | [1] |
Merchant Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 509,700 | 534,700 | 515,100 | |||
Merchant Services | United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 508,700 | 533,900 | 514,400 | |||
Merchant Services | Canada | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 300 | 200 | 200 | |||
Merchant Services | Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 700 | [1] | 600 | [1] | 500 | [1] |
NetSpend | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 482,700 | 207,900 | ||||
NetSpend | United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | $482,700 | $207,900 | ||||
[1] | Revenues are impacted by movements in foreign currency exchange rates. |
Segment_Reporting_and_Major_Cu
Segment Reporting and Major Customers - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer | Customer | Customer | |
Segment Reporting Information [Line Items] | |||
Entity-wide revenue, major customer, number | 0 | 0 | 0 |
Supplementary_Cash_Flow_Inform
Supplementary Cash Flow Information - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||||
Equipment and software acquired under capital lease obligations | $17,900,000 | $5,300,000 | $8,100,000 | |
Financing agreement for perpetual software licenses | ||||
Schedule of Cash Flow, Supplemental [Line Items] | ||||
Financing agreement amount | $13,600,000 | $0 | $0 | $13,600,000 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Share data in Thousands, except Per Share data, unless otherwise specified | Jul. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 01, 2012 | Aug. 08, 2012 | Feb. 28, 2014 | Dec. 26, 2012 |
Business Acquisition [Line Items] | ||||||||
Replacement stock options and awards fair value | $37,400,000 | |||||||
Goodwill | 1,547,397,000 | 1,541,574,000 | ||||||
Business acquisition, transaction costs | 3,217,000 | 14,220,000 | 1,650,000 | |||||
Acquired intangible assets, weighted average useful lives | 7 years 3 months 18 days | |||||||
Merchant Services | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, acquired intangible assets | 1,700,000 | |||||||
Acquired intangible assets, weighted average useful lives | 5 years | |||||||
CPAY | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of Additional Equity Interest Acquired | 15.00% | |||||||
Amount paid to acquire additional Equity Interest | 37,500,000 | |||||||
Noncontrolling interest | 25.00% | |||||||
Business acquisition percent of acquisition | 60.00% | |||||||
Business acquisition, cash paid | 66,000,000 | |||||||
Assumption used in fair value, measurement, discount rate | 19.00% | |||||||
Assumption used in fair value, measurement, effective tax rate | 39.00% | |||||||
Assumption used in fair value, measurement, long-term sustainable growth rate | 3.00% | |||||||
Business acquisition, purchase price allocation, goodwill, expected tax deductible amount | 68,600,000 | |||||||
Business acquisition, funds placed in escrow | 3,300,000 | |||||||
Business acquisition, escrowed consideration period | 21 months | |||||||
Business acquisition, contingent consideration returnable | 9,900,000 | |||||||
Percentage of ownership interests by former owner before acquisition | 100.00% | |||||||
Assumption used in fair value, measurement, attrition rate | 25.00% | |||||||
Business acquisition, noncontrolling interest, redemption period | 2017 | |||||||
Business acquisition, noncontrolling interest, redemption value | 22,500,000 | |||||||
CPAY | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of equity interest | 60.00% | |||||||
CPAY | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of equity interest | 75.00% | |||||||
CPAY | Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Assumption used in fair value, measurement, discount rate | 19.50% | |||||||
CPAY | Trade Names and Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Assumption used in fair value, measurement, royalty rate | 1.00% | |||||||
NetSpend Holdings Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition percent of acquisition | 100.00% | |||||||
Business acquisition, cost of acquired entity, purchase price | 1,396,550,000 | |||||||
Business acquisition, cash paid | 1,355,270,000 | |||||||
Share price per share | $16 | |||||||
Shares held by dissenting shareholders | 1,600 | |||||||
Value of shares held by dissenting shareholders | 25,700,000 | |||||||
Number of shareholders | 5 | |||||||
Goodwill | 1,024,434,000 | 1,000,000,000 | ||||||
Increase in goodwill | 8,500,000 | |||||||
Identifiable intangible assets | 480,086,000 | 401,600,000 | ||||||
Assumption used in fair value, measurement, discount rate | 11.00% | |||||||
Assumption used in fair value measurement, royalty rate low range | 2.50% | |||||||
Assumption used in fair value measurement, royalty rate high range | 7.00% | |||||||
Assumption used in fair value measurement,, attrition rate low range | 5.00% | |||||||
Assumption used in fair value measurement, attrition rate high range | 40.00% | |||||||
Assumption used in fair value, measurement, effective tax rate | 40.00% | |||||||
Assumption used in fair value, measurement, long-term sustainable growth rate | 3.00% | |||||||
Business acquisition, transaction costs | 3,200,000 | 14,200,000 | ||||||
NetSpend Holdings Inc | Dissenting Shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Settlement for lawsuit | 38,600,000 | |||||||
NetSpend Holdings Inc | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets estimated useful life | 5 years | |||||||
NetSpend Holdings Inc | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets estimated useful life | 8 years | |||||||
NetSpend Holdings Inc | Prior To Acquisition Date | ||||||||
Business Acquisition [Line Items] | ||||||||
Replacement stock options and awards | 11,100,000 | |||||||
Replacement stock options and awards fair value | 15,600,000 | |||||||
NetSpend Holdings Inc | Repayment of Revolving Credit Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, cash paid | 58,300,000 | |||||||
NetSpend Holdings Inc | Shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, cash paid | 1,200,000,000 | |||||||
NetSpend Holdings Inc | Holders of Stock Options and Awards | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, cash paid | 70,700,000 | |||||||
NetSpend Holdings Inc | Replacement Stock Options and Awards | ||||||||
Business Acquisition [Line Items] | ||||||||
Replacement stock options and awards | 15,600,000 | |||||||
ProPay | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, cost of acquired entity, purchase price | 123,700,000 | |||||||
Goodwill | 93,500,000 | |||||||
Assumption used in fair value, measurement, discount rate | 14.00% | |||||||
Assumption used in fair value, measurement, effective tax rate | 39.00% | |||||||
Assumption used in fair value, measurement, long-term sustainable growth rate | 3.00% | |||||||
Business acquisition, funds placed in escrow | 12,500,000 | |||||||
Business acquisition, escrowed consideration period | 18 months | |||||||
Business acquisition, contingent consideration returnable | 12,500,000 | |||||||
ProPay | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Assumption used in fair value, measurement, attrition rate | 3.00% | |||||||
ProPay | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Assumption used in fair value, measurement, attrition rate | 5.00% | |||||||
ProPay | Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Assumption used in fair value, measurement, discount rate | 14.50% | |||||||
ProPay | Trade Names and Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Assumption used in fair value, measurement, royalty rate | 1.00% | |||||||
Central Payment Co., LLC and ProPay | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 162,090,000 | |||||||
Identifiable intangible assets | 76,600,000 | |||||||
Business acquisition, fair value of accounts receivable | 4,100,000 | |||||||
Business acquisition, gross amount of accounts receivable | 4,800,000 | |||||||
Business acquisition, expected uncollectible amount of accounts receivable | 688,000 | |||||||
Business acquisition, transaction costs | $1,300,000 | |||||||
Acquired intangible assets, weighted average useful lives | 7 years 8 months 12 days | |||||||
Central Payment Co., LLC and ProPay | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets estimated useful life | 2 years | |||||||
Central Payment Co., LLC and ProPay | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets estimated useful life | 10 years |
Awards_and_Estimated_Fair_Valu
Awards and Estimated Fair Value of Awards Issued in Acquisition of Net Spend (Detail) (USD $) | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Jul. 01, 2013 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | 2,017,865 |
Fair Value | $37.40 |
Time Based Restricted Stock | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | 870,361 |
Fair Value | 21.5 |
Non-Qualified Stock Options | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | 530,696 |
Fair Value | 8.4 |
Incentive Stock Options | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | 529,452 |
Fair Value | 5.3 |
Performance Based Restricted Stock | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | 87,356 |
Fair Value | $2.20 |
Amounts_of_Assets_Acquired_and
Amounts of Assets Acquired and Liabilities Assumed Recognized (Detail) (USD $) | 0 Months Ended | |||
In Thousands, unless otherwise specified | Jul. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Goodwill | $1,547,397 | $1,541,574 | ||
NetSpend Holdings Inc | ||||
Consideration | ||||
Cash | 1,355,270 | |||
Equity instruments | 15,557 | |||
Dissenting shareholder liability | 25,723 | [1] | ||
Fair value of total consideration transferred | 1,396,550 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Cash | 40,610 | |||
Accounts receivable | 11,335 | |||
Property equipment and software | 11,657 | |||
Identifiable intangible assets | 480,086 | 401,600 | ||
Deferred tax asset | 10,165 | |||
Other assets | 36,660 | |||
Deferred tax liability | -155,945 | |||
Financial liabilities | -62,452 | |||
Total identifiable net assets | 372,116 | |||
Goodwill | 1,024,434 | 1,000,000 | ||
Total consideration | $1,396,550 | |||
[1] | Represents 1.6 million NetSpend shares held by dissenting shareholders |
Amounts_of_Assets_Acquired_and1
Amounts of Assets Acquired and Liabilities Assumed Recognized (Parenthetical) (Detail) (NetSpend Holdings Inc) | Jul. 01, 2013 |
In Millions, unless otherwise specified | |
NetSpend Holdings Inc | |
Business Acquisition [Line Items] | |
Dissenting shareholder, shares | 1.6 |
Estimated_Fair_Value_of_Identi
Estimated Fair Value of Identifiable Intangible Assets Acquired (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jul. 01, 2013 | Dec. 31, 2012 |
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired intangible assets, weighted average useful lives | 7 years 3 months 18 days | |
Central Payment Co., LLC and ProPay | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | $76,600 | |
Acquired intangible assets, weighted average useful lives | 7 years 8 months 12 days | |
Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 480,086 | |
Customer relationships | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired intangible assets, weighted average useful lives | 8 years | |
Customer relationships | Central Payment Co., LLC and ProPay | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 59,500 | |
Acquired intangible assets, weighted average useful lives | 8 years 7 months 6 days | |
Customer relationships | Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 317,000 | |
Covenants-Not-to-Compete | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired intangible assets, weighted average useful lives | 6 years | |
Covenants-Not-to-Compete | Central Payment Co., LLC and ProPay | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 2,900 | |
Acquired intangible assets, weighted average useful lives | 2 years 9 months 18 days | |
Covenants-Not-to-Compete | Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 11,500 | |
Current Technology | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired intangible assets, weighted average useful lives | 7 years | |
Current Technology | Central Payment Co., LLC and ProPay | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 13,000 | |
Acquired intangible assets, weighted average useful lives | 5 years | |
Current Technology | Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 78,711 | |
Database | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired intangible assets, weighted average useful lives | 5 years | |
Database | Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 28,000 | |
Trade Name | Central Payment Co., LLC and ProPay | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 1,200 | |
Acquired intangible assets, weighted average useful lives | 2 years | |
Trade Name | Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 44,000 | |
Favorable lease | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired intangible assets, weighted average useful lives | 4 years 10 months 24 days | |
Favorable lease | Other intangible assets | ||
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Acquired identifiable intangible assets, fair value | 875 |
Pro_Forma_Revenue_and_Earnings
Pro Forma Revenue and Earnings (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Business Acquisition, Pro Forma Information [Line Items] | ||||||
Revenue | $2,446,877 | $2,064,305 | $1,793,557 | |||
Net income attributable to TSYS common shareholders | 322,872 | 244,750 | 244,280 | |||
Basic EPS attributable to TSYS common shareholders | $1.73 | [1] | $1.30 | [1] | $1.30 | [1] |
Diluted EPS attributable to TSYS common shareholders | $1.72 | [1] | $1.29 | [1] | $1.29 | [1] |
NetSpend Holdings Inc | ||||||
Business Acquisition, Pro Forma Information [Line Items] | ||||||
Revenue | 2,064,305 | 1,793,557 | ||||
Net income attributable to TSYS common shareholders | 244,750 | 244,280 | ||||
Basic EPS attributable to TSYS common shareholders | $1.30 | $1.30 | ||||
Diluted EPS attributable to TSYS common shareholders | $1.29 | $1.29 | ||||
Revenue | 2,286,348 | 2,144,654 | ||||
Net income attributable to TSYS common shareholders | $239,775 | $193,255 | ||||
Basic EPS attributable to TSYS common shareholders | $1.28 | $1.03 | ||||
Diluted EPS attributable to TSYS common shareholders | $1.27 | $1.02 | ||||
[1] | EPS amounts may not total due to rounding |
Summary_of_Consideration_Paid_
Summary of Consideration Paid and Recognized Amounts of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $1,547,397 | $1,541,574 | |
Central Payment Co., LLC and ProPay | |||
Business Acquisition [Line Items] | |||
Cash and restricted cash | 3,003 | ||
Accounts receivable | 4,092 | ||
Other assets | 12,522 | ||
Identifiable intangible assets | 76,600 | ||
Other liabilities | -30,558 | ||
Noncontrolling interest in acquired entity | -38,000 | ||
Goodwill | 162,090 | ||
Total consideration | $189,749 |
Collaborative_Arrangement_Addi
Collaborative Arrangement - Additional Information (Detail) | Dec. 31, 2014 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Percentage of ownership interest in an enterprise jointly owned with two other entities | 45.00% |
Basic_and_Diluted_Earnings_Per
Basic and Diluted Earnings Per Share Under Guidance of ASC 260 (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Basic EPS: | ||||||
Net income | $322,872 | $244,750 | $244,280 | |||
Basic EPS(a)/(b) | $1.73 | [1] | $1.30 | [1] | $1.30 | [1] |
Diluted EPS: | ||||||
Net income | 322,872 | 244,750 | 244,280 | |||
Diluted EPS(c)/(d) | $1.72 | [1] | $1.29 | [1] | $1.29 | [1] |
Common Stock | ||||||
Basic EPS: | ||||||
Net income | 322,872 | 244,750 | 244,280 | |||
Less income allocated to nonvested awards | -3,308 | -1,595 | -800 | |||
Net income allocated to common stock for EPS calculation(a) | 319,564 | 243,155 | 243,480 | |||
Average common shares outstanding(b) | 184,297 | 187,145 | 187,403 | |||
Basic EPS(a)/(b) | $1.73 | $1.30 | $1.30 | |||
Diluted EPS: | ||||||
Net income | 322,872 | 244,750 | 244,280 | |||
Less income allocated to nonvested awards | -3,288 | -1,585 | -796 | |||
Net income allocated to common stock for EPS calculation(c) | 319,584 | 243,165 | 243,484 | |||
Average common shares outstanding | 184,297 | 187,145 | 187,403 | |||
Increase due to assumed issuance of shares related to common equivalent shares outstanding | 1,459 | 1,648 | 1,262 | |||
Average common and common equivalent shares outstanding(d) | 185,756 | 188,793 | 188,665 | |||
Diluted EPS(c)/(d) | $1.72 | $1.29 | $1.29 | |||
Participating Securities | ||||||
Basic EPS: | ||||||
Less income allocated to nonvested awards | 3,308 | 1,595 | 800 | |||
Net income allocated to common stock for EPS calculation(a) | 3,308 | 1,595 | 800 | |||
Average common shares outstanding(b) | 1,925 | 1,246 | 627 | |||
Basic EPS(a)/(b) | $1.72 | $1.28 | $1.28 | |||
Diluted EPS: | ||||||
Less income allocated to nonvested awards | 3,288 | 1,585 | 796 | |||
Net income allocated to common stock for EPS calculation(c) | $3,288 | $1,585 | $796 | |||
Average common shares outstanding | 1,925 | 1,246 | 627 | |||
Average common and common equivalent shares outstanding(d) | 1,925 | 1,246 | 627 | |||
Diluted EPS(c)/(d) | $1.71 | $1.27 | $1.27 | |||
[1] | EPS amounts may not total due to rounding |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Computation of Earnings Per Share [Line Items] | |||
Convertible stock options and nonvested awards excluded from diluted EPS calculation | 1.1 | 2.9 | 3.6 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Provision for doubtful accounts | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at beginning of period | $2,757 | $2,614 | $2,108 | |||
Additions Changes in allowances, charges to expenses and changes to other accounts | 2,326 | [1] | 2,375 | [1] | 2,045 | [1] |
Deductions | -884 | [2] | -2,232 | [2] | -1,539 | [2] |
Balance at end of period | 4,199 | 2,757 | 2,614 | |||
Provision for billing adjustments | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at beginning of period | 627 | 1,297 | 2,037 | |||
Additions Changes in allowances, charges to expenses and changes to other accounts | 497 | [1] | -376 | [1] | -991 | [1] |
Deductions | -117 | [2] | -294 | [2] | 251 | [2] |
Balance at end of period | 1,007 | 627 | 1,297 | |||
Transaction processing accruals - processing errors | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at beginning of period | 2,409 | 1,724 | 5,322 | |||
Additions Changes in allowances, charges to expenses and changes to other accounts | 9,468 | [3] | 7,458 | [3] | 2,805 | [3] |
Deductions | -7,247 | [2] | -6,773 | [2] | -6,403 | [2] |
Balance at end of period | 4,630 | 2,409 | 1,724 | |||
Deferred tax valuation allowance | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at beginning of period | 14,691 | 12,976 | 11,751 | |||
Additions Changes in allowances, charges to expenses and changes to other accounts | 5,534 | [4] | 2,298 | [4] | 1,557 | [4] |
Deductions | -1,262 | [5] | -583 | [5] | -332 | [5] |
Balance at end of period | 18,963 | 14,691 | 12,976 | |||
Provision for Fraud Losses | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at beginning of period | 5,784 | |||||
Additions Changes in allowances, charges to expenses and changes to other accounts | 38,381 | [1] | 19,737 | [1],[6] | ||
Deductions | -37,853 | [2] | -13,953 | [2] | ||
Balance at end of period | $6,312 | $5,784 | ||||
[1] | Amount reflected includes charges to (recoveries of) bad debt expense which are classified in selling, general and administrative expenses and the charges for billing adjustment which are recorded against revenues. | |||||
[2] | Accounts deemed to be uncollectible and written off during the year as it relates to bad debts. Amounts that relate to billing adjustments and transaction processing provisions reflect actual billing adjustments and processing errors charged against the allowances. | |||||
[3] | Amount reflected is the change in transaction processing provisions reflected in cost of services expenses. | |||||
[4] | Amount represents an increase in the amount of deferred tax assets, which more likely than not, will not be realized. | |||||
[5] | Amount represents a decrease in the amount of deferred tax assets, which more likely than not, will not be realized. | |||||
[6] | Includes $7.8 million of fraud losses on July 1, 2013 related to the acquisition of NetSpend. |