Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TSS | ||
Entity Registrant Name | TOTAL SYSTEM SERVICES INC | ||
Entity Central Index Key | 721,683 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 183,168,798 | ||
Entity Public Float | $ 7,510,394,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents (Note 5) | $ 389,328 | $ 289,183 |
Accounts receivable, net of allowances for doubtful accounts, billing adjustments and merchant losses of $4.0 million and $5.2 million as of 2015 and 2014, respectively (Note 4) | 314,705 | 283,203 |
Deferred income tax assets (Note 15) | 24,670 | 15,190 |
Prepaid expenses and other current assets (Note 6) | 154,199 | 98,974 |
Current assets of discontinued operations (Note 2) | 4,003 | |
Total current assets | 882,902 | 690,553 |
Goodwill (Note 7) | 1,545,424 | 1,547,397 |
Computer software, net of accumulated amortization of $680.6 million and $613.3 million as of 2015 and 2014, respectively (Note 9) | 405,070 | 366,148 |
Other intangible assets, net of accumulated amortization of $257.1 million and $181.9 million as of 2015 and 2014, respectively (Note 8) | 328,320 | 404,107 |
Property and equipment, net of accumulated depreciation and amortization of $457.3 million and $423.2 million as of 2015 and 2014, respectively (Note 10) | 289,898 | 290,585 |
Contract acquisition costs, net of accumulated amortization of $287.9 million and $276.1 million as of 2015 and 2014, respectively (Note 11) | 247,811 | 236,305 |
Equity investments, net (Note 12) | 106,118 | 100,468 |
Deferred income tax assets (Note 15) | 5,598 | 7,002 |
Other assets | 97,159 | 91,016 |
Total assets | 3,908,300 | 3,733,581 |
Current liabilities: | ||
Accrued salaries and employee benefits | 66,594 | 38,001 |
Accounts payable (Note 4) | 52,213 | 48,793 |
Current portion of long-term borrowings (Note 13) | 50,364 | 43,784 |
Current portion of obligations under capital leases (Note 13) | 3,468 | 7,127 |
Other current liabilities (Note 14) | 166,579 | 154,805 |
Current liabilities of discontinued operations (Note 2) | 4,003 | |
Total current liabilities | 339,218 | 296,513 |
Long-term borrowings, excluding current portion (Notes 4 and 13) | 1,379,971 | 1,398,132 |
Deferred income tax liabilities (Note 15) | 216,470 | 211,820 |
Obligations under capital leases, excluding current portion (Note 13) | 3,663 | 6,974 |
Other long-term liabilities | 96,886 | 98,006 |
Total liabilities | 2,036,208 | 2,011,445 |
Redeemable noncontrolling interest in consolidated subsidiary | $ 23,410 | $ 22,492 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity: (Notes 18 ,19 ,20 and 21) | ||
Common stock - $0.10 par value. Authorized 600,000 shares; 202,769 and 202,775 issued as of 2015 and 2014, respectively; 182,781 and 184,939 outstanding as of 2015 and 2014, respectively | $ 20,277 | $ 20,278 |
Additional paid-in capital | 241,891 | 171,270 |
Accumulated other comprehensive income, net | (33,544) | (11,926) |
Treasury stock, at cost (19,988 and 17,836 shares as of 2015 and 2014, respectively) | (641,664) | (453,230) |
Retained earnings | 2,256,058 | 1,966,370 |
Total shareholders' equity | 1,843,018 | 1,692,762 |
Noncontrolling interests in consolidated subsidiary | 5,664 | 6,882 |
Total equity | 1,848,682 | 1,699,644 |
Total liabilities and equity | $ 3,908,300 | $ 3,733,581 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable, allowances for doubtful accounts, billing adjustments and merchant losses | $ 4,000 | $ 5,200 |
Computer software, accumulated amortization | 680,582 | 613,266 |
Intangible assets, accumulated amortization | 257,096 | 181,928 |
Property and equipment, accumulated depreciation and amortization | $ 457,328 | $ 423,196 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, authorized | 600,000,000 | 600,000,000 |
Common stock, issued | 202,769,000 | 202,775,000 |
Common stock, outstanding | 182,781,000 | 184,939,000 |
Treasury stock, shares | 19,988,000 | 17,836,000 |
Contract Acquisition Costs | ||
Intangible assets, accumulated amortization | $ 287,900 | $ 276,100 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Total revenues (Notes 4 and 22) | $ 2,779,541 | $ 2,446,877 | $ 2,064,305 | |
Cost of services | 1,855,181 | 1,668,892 | 1,369,438 | |
Selling, general and administrative expenses | 390,253 | 346,345 | 312,367 | |
Total operating expenses | 2,245,434 | 2,015,237 | 1,681,805 | |
Operating income | 534,107 | 431,640 | 382,500 | |
Nonoperating expenses, net | (37,219) | (38,711) | (30,024) | |
Income before income taxes and equity in income of equity investments | 496,888 | 392,929 | 352,476 | |
Income taxes (Note 15) | 151,364 | 129,761 | 110,981 | |
Income before equity in income of equity investments | 345,524 | 263,168 | 241,495 | |
Equity in income of equity investments, net of tax (Note 12) | 22,106 | 17,583 | 13,047 | |
Income from continuing operations, net of tax | 367,630 | 280,751 | 254,542 | |
Income from discontinued operations, net of tax | 1,411 | 48,655 | 2,055 | |
Net income | 369,041 | 329,406 | 256,597 | |
Net income attributable to noncontrolling interests | (4,997) | (6,534) | (11,847) | |
Net income | $ 364,044 | $ 322,872 | $ 244,750 | |
Basic earnings per share (EPS) attributable to TSYS common shareholders (Note 26) | ||||
Income from continuing operations to TSYS common shareholders | $ 1.97 | $ 1.48 | $ 1.31 | |
Gain (loss) from discontinued operations to TSYS common shareholders | 0.01 | 0.26 | (0.01) | |
Net income attributable to TSYS common shareholders | [1] | 1.98 | 1.73 | 1.30 |
Diluted EPS attributable to TSYS common shareholders (Note 26) | ||||
Income from continuing operations to TSYS common shareholders | 1.96 | 1.47 | 1.30 | |
Gain (loss) from discontinued operations to TSYS common shareholders | 0.01 | 0.25 | (0.01) | |
Net income attributable to TSYS common shareholders | [1] | $ 1.97 | $ 1.72 | $ 1.29 |
Amounts attributable to TSYS common shareholders: | ||||
Income from continuing operations | $ 362,633 | $ 275,216 | $ 246,893 | |
Gain (loss) from discontinued operations | 1,411 | 47,656 | (2,143) | |
Net income | $ 364,044 | $ 322,872 | $ 244,750 | |
[1] | EPS amounts may not total due to rounding |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income | $ 369,041 | $ 329,406 | $ 256,597 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (21,719) | (19,531) | (4,081) |
Less reclassifications of foreign currency translation adjustments to net income | 3,514 | ||
Total foreign currency translation adjustments | (21,719) | (16,017) | (4,081) |
Postretirement healthcare plan adjustments | (1,567) | 589 | 1,895 |
Unrealized gain (loss) on available-for-sale securities | 1,398 | (668) | 1,773 |
Other comprehensive loss | (21,888) | (16,096) | (413) |
Comprehensive income | 347,153 | 313,310 | 256,184 |
Comprehensive income attributable to noncontrolling interests | (4,727) | (6,113) | (9,092) |
Comprehensive income attributable to TSYS common shareholders | $ 342,426 | $ 307,197 | $ 247,092 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 369,041 | $ 329,406 | $ 256,597 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 258,264 | 248,018 | 205,351 |
Share-based compensation | 41,549 | 30,790 | 28,933 |
Provisions for cardholder losses | 41,264 | 38,381 | 11,912 |
Dividends received from equity investments | 12,097 | 9,189 | 8,595 |
Charges for transaction processing provisions | 6,976 | 9,468 | 7,458 |
Provisions for bad debt expenses, billing adjustments and merchant losses | 4,495 | 2,823 | 2,000 |
Amortization of debt issuance costs | 1,841 | 1,817 | 7,269 |
Amortization of bond discount | 397 | 383 | 225 |
Loss on foreign currency | 388 | 999 | 1,027 |
Gain on disposals of equipment, net | (397) | (293) | (79) |
Gain on disposal of subsidiaries | (3,568) | (86,961) | |
Changes in value of private equity investments | (4,038) | (793) | (966) |
Deferred income tax (benefit) expense | (4,083) | (8,963) | 26,945 |
Equity in income of equity investments | (22,106) | (17,583) | (13,047) |
Excess tax benefit from share-based payment arrangements | (24,357) | (7,185) | (3,528) |
Changes in operating assets and liabilities, net of effects of acquisition: | |||
Accounts receivable | (39,218) | (33,406) | (8,667) |
Prepaid expenses, other current assets and other long-term assets | (8,498) | (10,525) | (571) |
Accounts payable | (3,987) | 8,765 | (52,042) |
Accrued salaries and employee benefits | 29,168 | 414 | (403) |
Other current liabilities and other long-term liabilities | (55,034) | 45,457 | (24,611) |
Net cash provided by operating activities | 600,194 | 560,201 | 452,398 |
Cash flows from investing activities: | |||
Additions to contract acquisition costs | (58,728) | (88,871) | (55,965) |
Purchases of property and equipment | (54,640) | (75,913) | (40,598) |
Additions to licensed computer software from vendors | (50,729) | (29,638) | (63,635) |
Additions to internally developed computer software | (39,219) | (41,501) | (33,600) |
Purchases of private equity investments | (3,525) | (3,291) | (1,378) |
Cash used in acquisitions, net of cash acquired | (750) | (38,584) | (1,314,660) |
Proceeds from insurance recovery for loss on disposal | 6,212 | ||
Proceeds from sale of private equity investment | 1,839 | ||
Proceeds from dispositions, net of expenses paid and cash disposed | 3,568 | 44,979 | |
Net cash used in investing activities | (202,184) | (226,607) | (1,509,836) |
Cash flows from financing activities: | |||
Repurchases of common stock under plans and tax withholding | (242,235) | (170,516) | (103,857) |
Dividends paid on common stock | (73,677) | (74,796) | (56,510) |
Principal payments on long-term borrowings and capital lease obligations | (54,719) | (69,939) | (166,805) |
Subsidiary dividends paid to noncontrolling shareholders | (5,028) | (7,172) | (7,321) |
Purchase of noncontrolling interests | (37,500) | ||
Debt issuance costs | (13,573) | ||
Proceeds from long-term borrowings | 1,912 | 1,396 | 1,395,661 |
Excess tax benefit from share-based payment arrangements | 24,357 | 7,185 | 3,528 |
Proceeds from exercise of stock options | 58,636 | 34,869 | 40,691 |
Net cash (used in) provided by financing activities | (290,754) | (316,473) | 1,091,814 |
Cash and cash equivalents: | |||
Effect of exchange rate changes on cash and cash equivalents | (7,111) | (6,168) | (3,758) |
Net increase (decrease) in cash and cash equivalents | 100,145 | 10,953 | 30,618 |
Cash and cash equivalents at beginning of period | 289,183 | 278,230 | 247,612 |
Cash and cash equivalents at end of period | 389,328 | 289,183 | 278,230 |
Less cash and cash equivalents of discontinued operations at end of period | (30,530) | ||
Cash and cash equivalents | 389,328 | 289,183 | 247,700 |
Supplemental cash flow information: | |||
Interest paid | 40,425 | 40,969 | 23,157 |
Income taxes paid, net | $ 171,455 | $ 135,770 | $ 80,033 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2012 | $ 1,444,935 | $ 39,505 | $ 20,247 | $ 141,793 | $ 1,408 | $ (287,301) | $ 1,549,063 | $ 19,725 |
Beginning Balance (in shares) at Dec. 31, 2012 | 202,471 | |||||||
Net income | 250,081 | 6,515 | 244,750 | 5,331 | ||||
Other comprehensive income (Note 21) | (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 (Note 21) | (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 | $ (1) | 1 | ||||||
Common stock unissued due to forfeiture of nonvested awards (in shares) | (15) | |||||||
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) | |||||
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 | |||||||
Fair value of noncontrolling interest | (22,422) | (15,078) | (22,422) | |||||
Net income | 363,096 | 5,945 | 364,044 | (948) | ||||
Other comprehensive income (Note 21) | (21,888) | (21,618) | (270) | |||||
Common stock issued from treasury shares for exercise of stock options (Note 19) | 58,636 | 12,273 | 46,363 | |||||
Common stock unissued due to forfeiture of nonvested awards | $ (1) | 702 | (701) | |||||
Common stock unissued due to forfeiture of nonvested awards (in shares) | (6) | |||||||
Common stock issued from treasury shares for nonvested awards (Note 19) | (7,982) | 7,982 | ||||||
Share-based compensation (Note 19) | 41,179 | 41,179 | ||||||
Common stock issued from treasury shares for dividend equivalents (Note 19) | 349 | 186 | 163 | |||||
Cash dividends declared ($0.40 per share) | (74,356) | (74,356) | ||||||
Purchase of treasury shares (Note 20) | (242,235) | 6 | (242,241) | |||||
Subsidiary dividends paid to noncontrolling interests | (5,027) | |||||||
Tax benefits associated with share-based compensation | 24,257 | 24,257 | ||||||
Ending Balance at Dec. 31, 2015 | $ 1,848,682 | $ 23,410 | $ 20,277 | $ 241,891 | $ (33,544) | $ (641,664) | $ 2,256,058 | $ 5,664 |
Ending Balance (in shares) at Dec. 31, 2015 | 202,769 |
Consolidated Statements of Cha8
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash dividends declared, per share | $ 0.40 | $ 0.40 | $ 0.40 |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (in thousands) Balance at Additions Deductions Balance at Changes in Year ended December 31, 2013: Provision for doubtful accounts $ 1,743 164 (1) (149 )(3) $ 1,758 Provision for billing adjustments $ 1,174 (376 )(1) (294 )(3) $ 504 Provision for merchant losses $ 994 2,211 (1) (2,083 )(3) $ 1,122 Transaction processing provisions — processing errors $ 1,724 7,458 (2) (6,773 )(3) $ 2,409 Provision for cardholder losses $ — 19,737 (4),(5) (13,953 )(3) $ 5,784 Deferred tax valuation allowance $ 12,976 2,298 (6) (583 )(7) $ 14,691 Year ended December 31, 2014: Provision for doubtful accounts $ 1,758 640 (1) (824 )(3) $ 3,222 Provision for billing adjustments $ 504 497 (1) (135 )(3) $ 866 Provision for merchant losses $ 1,122 1,686 (1) (1,690 )(3) $ 1,118 Transaction processing provisions — processing errors $ 2,409 9,468 (2) (7,247 )(3) $ 4,630 Provision for cardholder losses $ 5,784 38,381 (5) (37,853 )(3) $ 6,312 Deferred tax valuation allowance $ 14,691 5,534 (6) (1,262 )(7) $ 18,963 Year ended December 31, 2015: Provision for doubtful accounts $ 3,222 (58 )(1) (1,407 )(3) $ 1,757 Provision for billing adjustments $ 866 (114 )(1) 174 (3) $ 926 Provision for merchant losses $ 1,118 4,667 (1) (4,419 )(3) $ 1,366 Transaction processing provisions — processing errors $ 4,630 6,976 (2) (5,149 )(3) $ 6,457 Provision for cardholder losses $ 6,312 41,264 (5) (38,185 )(3) $ 9,391 Deferred tax valuation allowance $ 18,963 541 (6) (1,058 )(7) $ 18,446 (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. Amounts that related to cardholder losses reflect write-offs against the provision for cardholder losses. (4) Includes $7.8 million of cardholder losses on July 1, 2013 related to the acquisition of NetSpend. (5) Amount represents the charges in the provision for cardholder losses reflected in cost of services expenses. (6) Amount represents an increase in the amount of deferred tax assets, which more likely than not, will not be realized. (7) Amount represents a decrease in the amount of deferred tax assets, which more likely than not, will not be realized. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1: Basis of Presentation and Summary of Significant Accounting Policies BUSINESS: 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: RISKS AND UNCERTAINTIES AND USE OF ESTIMATES: 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: 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: ACCOUNTS RECEIVABLE: 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. TSYS records a provision for merchant losses. When estimating the provision for merchant losses, the Company considers historical loss rates. Increases in the provision for merchant losses are charged to expense and are reflected in cost of services expenses in the Company’s Consolidated Statements of Income. Write-offs of uncollectible amounts are charged against the provision for merchant losses. UP-FRONT DISTRIBUTOR PAYMENTS: PROPERTY AND EQUIPMENT: LICENSED COMPUTER SOFTWARE: ACQUISITION TECHNOLOGY INTANGIBLES: SOFTWARE DEVELOPMENT COSTS: 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 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: GOODWILL: OTHER INTANGIBLE ASSETS: FAIR VALUES OF FINANCIAL INSTRUMENTS: 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: TRANSACTION PROCESSING PROVISIONS: PROVISION FOR CARDHOLDER LOSSES: PROVISION FOR MERCHANT LOSSES: REDEEMABLE NONCONTROLLING INTEREST: FOREIGN CURRENCY TRANSLATION: TREASURY STOCK: REVENUE RECOGNITION: 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 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 standalone selling price of each unit of accounting which affects the amount of revenue allocated to each unit. Pursuant to Accounting Standards Codification (ASC) 605 ”Revenue Recognition,” the Company uses vendor-specific objective evidence of the standalone selling price (VSOE) of its services when it exists to determine the amount of revenue to allocate to each unit of accounting. The Company establishes VSOE 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 considers whether sufficient third party evidence (TPE) of standalone selling price exists 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 third party 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 for current contractual arrangements in the year ended December 31, 2015 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 Standards 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 material 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 derives revenue 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 revenue is 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: SHARE-BASED COMPENSATION: 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 other TSYS share-based awards. Currently, TSYS estimates a forfeiture rate in the range of 0% to 8%. 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: 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: INCOME TAXES: 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: EARNINGS PER SHARE: 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: Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17 “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes,” which requires the classification of all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. Also, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. Companies can adopt the guidance either prospectively or retrospectively. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03 “Interest — Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Cost.” The amendments in this update will require entities to present debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The guidance will be applied retrospectively. The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position, results of operations or cash flows. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect on its ongoing financial reporting. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
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. In 2014, the Company had a gain of $48.6 million, net of tax, related to the sales of its operations in Japan. In 2015, the Company recorded an additional gain of $1.4 million, net of tax, related to the return of cash that was placed in escrow during closing and tax adjustments associated with the transaction. 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: (in thousands) 2014 Total assets $ 4,003 Total liabilities 4,003 The following table presents the summarized results of discontinued operations for the years ended December 31, 2015, 2014 and 2013: (in thousands) 2015 2014 2013 Total revenues $ — $ 16,376 68,048 Income before taxes $ — $ 1 3,443 Income tax (benefit) expense $ — $ (39 ) 1,388 Income from operating activities of discontinued operations, net of tax $ — $ 40 2,055 Gain on dispositions, net of tax $ 1,411 $ 48,615 — Income from discontinued operations, net of tax $ 1,411 $ 48,655 2,055 Income from discontinued operations, net of tax, attributable to noncontrolling interest $ — $ 999 4,198 Income (loss) from discontinued operations, net of tax, attributable to TSYS common shareholders $ 1,411 $ 47,656 (2,143 ) Interest allocated to discontinued operations 1 $ — $ — 281 1 Interest expense relates to borrowings directly for use by Japan-based operations. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
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. The Company had no transfers between Level 1, Level 2, or Level 3 during the years ended December 31, 2015, 2014 or 2013. 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, 2015, 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, 2015, 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 C
Relationships with Affiliated Companies | 12 Months Ended |
Dec. 31, 2015 | |
Relationships with Affiliated Companies | Note 4 Relationships with Affiliated Companies TSYS has a note payable to Merchants Limited, which has a noncontrolling interest in EMEA. Refer to Note 13 for more information regarding this loan. The Company provides miscellaneous services to Merchants Limited and 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, 2015 and 2014: (in thousands) 2015 2014 Accounts receivable $ 19 $ 19 Account payable 3,278 4,329 The table below details revenues and expenses derived from affiliated companies for the years ended December 31, 2015, 2014 and 2013: (in thousands) 2015 2014 2013 Total revenues: CUP Data $ 116 232 229 TSYS de México 85 78 68 Total revenues $ 201 310 297 Total operating expenses: Merchants Limited $ 4,202 9,842 5,739 TSYS de México 148 148 148 Total operating expenses $ 4,350 9,990 5,887 Nonoperating expenses paid to Merchants Limited $ 42 — — |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents | Note 5 Cash and Cash Equivalents Cash and cash equivalent balances as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Cash and cash equivalents in domestic accounts $ 307,578 225,396 Cash and cash equivalents in foreign accounts 81,750 63,787 Total $ 389,328 289,183 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 Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Prepaid expenses $ 37,961 35,334 Supplies inventory 15,114 14,340 Income taxes receivable 51,322 259 Other 49,802 49,041 Total $ 154,199 98,974 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
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. In 2015, the Company adjusted the NetSpend goodwill allocation to include an additional $627,000 for an adjustment to a sales and use tax reserve associated with the acquisition. The gross amount and accumulated impairment losses of goodwill as of December 31, 2015 and 2014 are as follows: 2015 (in thousands) North America International Merchant NetSpend Consolidated Gross amount $ 70,796 29,081 415,973 1,033,586 $ 1,549,436 Accumulated impairment losses (182 ) (1,605 ) (2,225 ) — (4,012 ) Goodwill, net $ 70,614 27,476 413,748 1,033,586 $ 1,545,424 2014 North America International Merchant NetSpend Consolidated 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 The changes in the carrying amount of goodwill as of December 31, 2015 and 2014 are as follows: (in thousands) North America International Merchant NetSpend Consolidated 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 NetSpend tax adjustment — — — 627 627 Currency translation adjustments — (2,600 ) — — (2,600 ) Balance as of December 31, 2015 $ 70,614 $ 27,476 $ 413,748 $ 1,033,586 $ 1,545,424 Refer to Note 24 for more information on acquisitions. |
Other Intangible Assets, net
Other Intangible Assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Other Intangible Assets, net | Note 8 Other Intangible Assets, net In 2015, the changes related to other gross intangible assets were related to foreign currency translation and an acquisition of an acquisition technology intangible asset. Refer to Note 24 for more information on acquisitions. Significant components of other intangible assets as of December 31, 2015 and 2014 are summarized as follows: 2015 (in thousands) Gross Accumulated Net Channel relationships $ 318,600 (99,909 ) $ 218,691 Customer relationships 166,579 (104,736 ) 61,843 Trade name 46,422 (24,422 ) 22,000 Database 28,000 (14,000 ) 14,000 Covenants-not-to-compete 14,940 (7,834 ) 7,106 Trade association 10,000 (5,750 ) 4,250 Favorable lease 875 (445 ) 430 Total $ 585,416 (257,096 ) $ 328,320 2014 (in thousands) Gross Accumulated Net 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 Amortization related to other intangible assets, which is recorded in selling, general and administrative expenses, was $75.8 million, $77.3 million and $50.0 million for 2015, 2014 and 2013, respectively. The weighted average useful life for each component of other intangible assets, and in total, as of December 31, 2015 is as follows: Weighted Channel relationships 8.0 Customer relationships 8.2 Trade name 4.9 Database 5.0 Covenants-not-to-compete 5.3 Trade association 10.0 Favorable Lease 4.9 Total 7.6 Estimated future amortization expense of other intangible assets as of December 31, 2015 for the next five years is: (in thousands) 2016 $ 75,213 2017 74,823 2018 60,166 2019 47,870 2020 43,711 |
Computer Software, net
Computer Software, net | 12 Months Ended |
Dec. 31, 2015 | |
Computer Software, net | Note 9 Computer Software, net Computer software as of December 31, 2015 and 2014 is summarized as follows: (in thousands) 2015 2014 Licensed computer software $ 513,443 435,701 Software development costs 404,238 376,026 Acquisition technology intangibles 167,971 167,687 Total computer software 1,085,652 979,414 Less accumulated amortization: Licensed computer software 282,563 243,866 Software development costs 287,863 275,512 Acquisition technology intangibles 110,156 93,888 Total accumulated amortization 680,582 613,266 Computer software, net $ 405,070 366,148 The Company held the following computer software under capital lease as of December 31, 2015 and 2014: (in thousands) 2015 2014 Licensed computer software $ 18,206 17,625 Less accumulated amortization (8,175 ) (4,816 ) Licensed computer software, net $ 10,031 12,809 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, 2015, 2014 and 2013: (in thousands) 2015 2014 2013 Amortization expense related to: Licensed computer software $ 41,823 36,775 33,511 Software development costs 22,740 25,248 21,430 Acquisition technology intangibles 16,734 19,683 15,855 The weighted average useful life for each component of computer software, and in total, as of December 31, 2015, is as follows: Weighted Licensed computer software 5.4 Software development costs 6.1 Acquisition technology intangibles 6.8 Total 5.9 Estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles as of December 31, 2015 for the next five years is: (in thousands) Licensed Software Acquisition 2016 $ 36,207 27,312 15,352 2017 31,034 21,608 13,868 2018 25,345 16,041 11,393 2019 13,617 9,916 11,393 2020 8,899 7,343 5,734 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, net | Note 10 Property and Equipment, net Property and equipment balances as of December 31, 2015 and 2014 are as follows: (in thousands) 2015 2014 Computer equipment $ 346,387 317,862 Buildings and improvements 244,938 243,211 Furniture and other equipment 138,727 135,741 Land 16,577 16,763 Other 597 204 Total property and equipment 747,226 713,781 Less accumulated depreciation and amortization 457,328 423,196 Property and equipment, net $ 289,898 290,585 The Company has various types of equipment under capital lease arrangements. The Company has the following amounts of equipment under capital lease obligations as of December 31, 2015 and 2014: (in thousands) 2015 2014 Computer equipment $ 55,450 49,118 Furniture and other equipment 5,374 5,374 Total equipment 60,824 54,492 Less accumulated depreciation: Computer and other equipment (36,134 ) (29,816 ) Furniture and other equipment (2,731 ) (1,666 ) Total accumulated depreciation (38,865 ) (31,482 ) Total equipment, net $ 21,959 23,010 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 $56.6 million, $53.5 million and $45.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Contract Acquisition Costs, net
Contract Acquisition Costs, net | 12 Months Ended |
Dec. 31, 2015 | |
Contract Acquisition Costs, net | Note 11 Contract Acquisition Costs, net Significant components of contract acquisition costs as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Conversion costs, net $ 159,000 159,339 Payments for processing rights, net 88,811 76,966 Total $ 247,811 236,305 Amortization expense related to contract acquisition cost for the years ended December 31, 2015, 2014 and 2013 are as follows: (in thousands) 2015 2014 2013 Amortization expense related to: Conversion costs $ 27,392 17,816 19,515 Payments for processing rights 17,039 16,209 13,099 The weighted average useful life for each component of contract acquisition costs, and in total, as of December 31, 2015 is as follows: Weighted Payments for processing rights 14.7 Conversion costs 12.3 Total 13.3 Estimated future amortization expense of conversion costs and payments for processing rights as of December 31, 2015 for the next five years is: (in thousands) Conversion Payments for 2016 $ 32,122 17,394 2017 29,148 15,978 2018 25,656 14,561 2019 21,149 12,277 2020 17,800 10,167 |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014 and 2013 was $22.1 million, $17.6 million and $13.0 million, respectively. A summary of TSYS’ equity investments as of December 31, 2015 and 2014 is as follows: (in thousands) 2015 2014 CUP Data $ 98,518 92,738 TSYS de México 7,600 7,730 Total $ 106,118 100,468 |
Long-term Borrowings and Capita
Long-term Borrowings and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Borrowings and Capital Lease Obligations | Note 13 Long-term Borrowings and Capital Lease Obligations Long-term debt as of December 31, 2015 and 2014 consists of: (in thousands) 2015 2014 2.375% Senior Notes due June 1, 2018 (5 year tranche), net of discount $ 549,919 549,889 3.75% Senior Notes due June 1, 2023 (10 year tranche), net of discount 546,746 546,379 LIBOR + 1.125%, unsecured term loan, due April 8, 2018, with quarterly principal and interest payments 175,000 185,000 LIBOR + 1.125%, unsecured term loan, due September 10, 2017, with quarterly principal and interest payments 120,000 131,250 1.38% note payable due January 31, 2017, with monthly interest and principal payments 30,000 — 1.50% note payable, due September 30, 2016, with monthly interest and principal payments 5,132 11,886 LIBOR + 2.0%, unsecured term loan, due December 7, 2017, with monthly interest payments and principal paid at maturity 3,202 1,396 1.50% note payable, due January 31, 2016, with monthly interest and principal payments 336 4,332 1.50% note payable, due December 31, 2015, with monthly interest and principal payments — 10,075 1.50% note payable, due July 31, 2015, with monthly interest and principal payments — 1,709 Total debt 1,430,335 1,441,916 Less current portion 50,364 43,784 Noncurrent portion of long-term debt $ 1,379,971 1,398,132 During December 2014, EMEA obtained a £900,000, or approximately $1.4 million term loan. In September 2015, TSYS increased the loan by £1.3 million, or approximately $1.9 million. The loan bears 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 EMEA. The balance as of December 31, 2015 was $3.2 million. In December 2015, the Company entered into a $30.0 million financing agreement for perpetual software licenses. The balance as of December 31, 2015 was $30.0 million. In September 2014, the Company entered into a $13.6 million financing agreement for perpetual software licenses. The balance as of December 31, 2015 was $5.1 million. In December 2013, the Company entered into a $20.0 million financing arrangement to purchase additional software licenses. The financing arrangement was repaid in 2015. TSYS 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 balance as of December 31, 2015 for the $11.9 million financing agreement was $0.3 million. The $8.6 million financing agreement was repaid in 2015. 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 2015, 2014 or 2013. 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, 2015, the outstanding balance on the Credit Agreement was $175.0 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 balance as of December 31, 2015 was $549.9 million net of discount for the Senior Notes due June 2018 and $546.7 million net of discount for the Senior Notes due June 2023. 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, 2015, the outstanding balance on the Existing Credit Agreement was $120.0 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, 2015, 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, which was repaid in 2012 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% depending on the Company’s corporate credit rating. 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 2015. Required annual principal payments on long-term debt for the five years subsequent to December 31, 2015 are summarized as follows: (in thousands) 2016 $ 50,364 2017 143,305 2018 690,000 2019 — 2020 — Capital lease obligations as of December 31, 2015 and 2014 consist of: (in thousands) 2015 2014 Capital lease obligations $ 7,131 14,101 Less current portion 3,468 7,127 Noncurrent portion of capital leases $ 3,663 6,974 The Company acquires various computer equipment, software, machinery and equipment and furniture and fixtures under capital lease obligations. Refer to Notes 9, 10 and 23 for more information. The capital lease obligations have various payment terms for each capital lease obligation, including single payment leases, monthly, quarterly and annually. The lease terms for the equipment and software range from one to six years. The future minimum lease payments under capital leases as of December 31, 2015 are summarized as follows: (in thousands) 2016 $ 3,611 2017 2,687 2018 1,001 2019 63 2020 — Total minimum lease payments 7,362 Less amount representing interest (231 ) Principal minimum lease payments $ 7,131 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Current Liabilities | Note 14 Other Current Liabilities Significant components of other current liabilities as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Deferred revenues $ 39,863 41,773 Accrued expenses 26,017 23,617 Dividends payable 19,367 19,006 Other 81,332 70,409 Total $ 166,579 154,805 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
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) 2015 2014 2013 Current income tax expense: Federal $ 139,228 126,203 74,327 State 9,255 5,161 2,949 Foreign 4,762 7,694 6,822 Total current income tax expense 153,245 139,058 84,098 Deferred income tax expense (benefit): Federal (2,198 ) (3,623 ) 27,447 State 442 (2,039 ) (55 ) Foreign (125 ) (3,635 ) (509 ) Total deferred income tax expense (benefit) (1,881 ) (9,297 ) 26,883 Total income tax expense $ 151,364 129,761 110,981 Years Ended December 31, (in thousands) 2015 2014 2013 Components of income before income tax expense: Domestic $ 488,515 369,888 328,052 Foreign 8,373 23,041 24,424 Total income before income tax expense $ 496,888 392,929 352,476 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) 2015 2014 2013 Computed “expected” income tax expense $ 173,911 137,525 123,367 Increase (decrease) in income tax expense resulting from: International tax rate differential and equity income 8,367 6,541 1,870 State income tax expense, net of federal income tax effect 7,101 4,823 3,408 Increase (decrease) in valuation allowance (517 ) (4,550 ) 1,715 Tax credits (28,831 ) (3,459 ) (6,141 ) Deduction for domestic production activities (11,550 ) (8,750 ) (8,225 ) Permanent differences and other, net 2,883 (2,369 ) (5,013 ) Total income tax expense $ 151,364 129,761 110,981 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, 2015 and 2014 relate to the following: As of December 31, (in thousands) 2015 2014 Deferred income tax assets: Net operating loss and income tax credit carryforwards $ 29,522 31,978 Allowances for doubtful accounts and billing adjustments 1,399 1,328 Deferred revenue 31,713 31,240 Share-based compensation 22,088 24,449 Other, net 34,673 24,743 Total deferred income tax assets 119,395 113,738 Less valuation allowance for deferred income tax assets (18,446 ) (18,963 ) Net deferred income tax assets 100,949 94,775 Deferred income tax liabilities: Excess tax over financial statement depreciation (61,161 ) (53,527 ) Computer software development costs (82,835 ) (67,703 ) Purchase accounting adjustments (114,171 ) (136,701 ) Foreign currency translation (4,522 ) (7,642 ) Other, net (24,462 ) (18,830 ) Total deferred income tax liabilities (287,151 ) (284,403 ) Net deferred income tax liabilities $ (186,202 ) (189,628 ) Total net deferred tax assets (liabilities): Current $ 24,670 15,190 Noncurrent (210,872 ) (204,818 ) Net deferred income tax liability $ (186,202 ) (189,628 ) As of December 31, 2015, TSYS had recognized deferred tax assets from net operating losses and federal and state income tax credit carryforwards of $4.5 million and $25.0 million, respectively. 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 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 $18.4 million and $19.0 million at December 31, 2015 and 2014, respectively. The decrease in the valuation allowance for deferred income tax assets was $0.5 million for 2015. The decrease relates to foreign and state losses 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 $83.9 million as of December 31, 2015. 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, 2015, TSYS increased its liability for prior year uncertain income tax positions as a discrete item by a net amount of approximately $6.4 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 Beginning balance $ 6.7 Current activity: Additions based on tax positions related to current year 2.3 Additions for tax positions of prior years 4.7 Reductions for tax positions of prior years (0.6 ) Net, current activity 6.4 Ending balance $ 13.1 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 $0.7 million and $0.3 million as of December 31, 2015 and December 31, 2014, respectively. The total amounts of unrecognized income tax benefits as of December 31, 2015 and December 31, 2014 that, if recognized, would affect the effective tax rates are $13.2 million and $6.5 million (net of the federal benefit on state tax issues), respectively, which includes interest and penalties of $0.5 million and $0.2 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | Note 16 Commitments and Contingencies LEASE COMMITMENTS: 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, 2015, are as follows: (in thousands) 2016 $ 121,892 2017 117,137 2018 101,413 2019 99,426 2020 30,733 Thereafter 22,716 Total future minimum lease payments $ 493,317 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 2015, 2014 and 2013 was $124.8 million, $105.2 million and $93.4 million, respectively. CONTRACTUAL COMMITMENTS: 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, aided and abetted the improper activities of Telexfree. Telexfree filed for bankruptcy protection in Nevada. The bankruptcy proceeding 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, and (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 (together, the “Actions”). On October 21, 2014, the Judicial Panel on Multidistrict Litigation transferred and consolidated the Actions before the United States District Court for the District of Massachusetts (the “Consolidated Action”). Following the Judicial Panel on Multidistrict Litigation’s October 21, 2014 order, four additional cases arising from the alleged TelexFree scheme were transferred to the United States District Court for the District of Massachusetts for coordinated or consolidated proceedings, including (i) Paulo Eduardo Ferrari et al. v. Telexfree, Inc. et al. (Case No. 14-04080); (ii) Magalhaes v. TelexFree, Inc., et al., No. 14-cv-12437 (D. Mass.); (iii) Griffith v. Merrill et al., No. 14-CV-12058 (D. Mass.); Abelgadir v. Telexelectric, LLP, No. 14-09857 (S.D.N.Y.) In addition, on September 23, 2015, a putative class action relating to TelexFree was filed in the United States District Court for the District of Arizona, styled Rita Dos Santos, Putative Class Representatives and those Similarly Situated v. TelexElectric, LLLP et al., 2: 15-cv-01906-NVW (the “Arizona Action”). The Arizona Action makes claims similar to those alleged in the consolidated action pending before the United States District Court for the District of Massachusetts. On September 29, 2015, a group of certain defendants to the Consolidated Action, including ProPay, filed a “tag along” notice with the Judicial Panel on Multidistrict Litigation, asking that the Arizona Action be transferred to the District of Massachusetts where it can be consolidated or coordinated with the Consolidated Action. On October 20, 2015, the Judicial Panel on Multidistrict Litigation transferred the Arizona Action to the District of Massachusetts. The United States District Court for the District of Massachusetts appointed lead plaintiffs’ counsel on behalf of the putative class of plaintiffs in the Consolidated Action. On March 31, 2015, the plaintiffs filed a First Consolidated Amended Complaint (the “Consolidated Complaint”). The Consolidated Complaint purports to bring claims on behalf of all persons who purchased certain TelexFree “memberships” and suffered a “net loss” between January 1, 2012 and April 16, 2014. The Consolidated Complaint supersedes the complaints filed prior to consolidation of the Actions, and alleges that ProPay aided and abetted tortious acts committed by TelexFree, and that ProPay was unjustly enriched in the course of providing payment processing services to TelexFree. On April 30, 2015, the plaintiffs filed a Second Consolidated Amended Complaint (the “Second Amended Complaint”), which amends and supersedes the Consolidated Complaint. Like the Consolidated Complaint, the Second Amended Complaint generally alleges that ProPay aided and abetted tortious acts committed by TelexFree, and that ProPay was unjustly enriched in the course of providing payment processing services to TelexFree. Several defendants, including ProPay, moved to dismiss the Second Amended Complaint on June 2, 2015. Briefing on those motions closed on October 16, 2015. The court held a hearing on the motions to dismiss on November 2, 2015. At present, pursuant to a court order, all discovery in the action is stayed pending the resolution of parallel criminal proceedings against certain former principals of TelexFree, Inc. 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) the bankruptcy Trustee of the Chapter 11 entities of Telexfree, Inc., Telexfree, LLC and Telexfree Financial, Inc. 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. In addition, ProPay received a notice of potential claim from the bankruptcy Trustee as a result of the relationship of ProPay with Telexfree and its affiliates. 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: 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, 2015. As of December 31, 2015, the Company’s estimated gross settlement exposure was $9.9 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, 2015 and 2014, cardholders’ overdrawn account balances totaled $17.9 million and $14.0 million, respectively. As of December 31, 2015 and 2014, 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 $9.4 million and $6.3 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: |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 are described as follows: RETIREMENT SAVINGS AND STOCK PURCHASE PLANS: 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, 2015, 2014 and 2013 are as follows: (in thousands) 2015 2014 2013 TSYS Retirement Savings Plan $ 24,169 17,531 14,506 TSYS Stock Purchase Plan 1,378 1,288 1,236 POSTRETIREMENT MEDICAL BENEFITS PLAN: |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity | Note 18 Equity DIVIDENDS: EQUITY COMPENSATION PLANS: (in thousands, except per share data) Plan Category (a) Number of securities to (b) Weighted-average (c) Number of securities remaining Equity compensation plans approved by security holders 4,475 $ 28.07 1 8,550 2 The Company does not have any equity compensation plans that were not approved by security holders. 1 Weighted-average exercise price represents 2,887 thousand options only and does not include performance shares and other awards that have no exercise price. 2 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
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. 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. The required service period for retirement eligible employees is typically 12 or 18 months. For retirement eligible employees who retire prior to completing this required service period, the options vest on a pro-rata basis based upon the number of months employed during the full service period. For retirement eligible employees who retire after the required 18-month service period, the options become fully vested upon retirement. For retirement eligible employees who retire after the required 12-month service period, the option holder is deemed to have continued employment through the end of the vesting period and the options continue to vest in accordance with their terms. 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, 2015, share-based compensation was $41.5 million compared to $30.8 million and $28.9 million for the same periods in 2014 and 2013, 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 and are typically 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: 2015 2014 2013 Number of shares 388,211 672,724 1,667,246 Market value ( in millions $ 14.9 20.6 41.3 A summary of the status of TSYS’ nonvested shares as of December 31, 2015, 2014 and 2013 and the changes during the periods are presented below: 2015 2014 2013 (in thousands, except per share data) Nonvested shares Shares Weighted Grant-Date Shares Weighted Grant-Date Shares Weighted Grant-Date Outstanding at beginning of year 1,769 $ 26.75 1,783 $ 24.19 554 $ 19.96 Granted 1 388 38.38 673 30.67 1,667 24.75 Vested (930 ) 26.05 (602 ) 23.74 (328 ) 19.95 Forfeited/canceled (81 ) 28.78 (85 ) 25.47 (110 ) 23.82 Outstanding at end of year 1,146 $ 31.11 1,769 $ 26.75 1,783 $ 24.19 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, 2015, there was approximately $22.8 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 1.9 years. Performance- and Market-Based Awards The Company granted performance- and market-based shares to certain key executives. The Company has also granted performance-based shares to certain key employees. The performance- and market-based goals are established by the Compensation Committee of the Board of Directors and will vest, up to a maximum of 200%. During 2015 and 2014, the Compensation Committee established performance goals based on adjusted EPS, revenue growth and revenues before reimbursable items and market goals based on Total Shareholder Return (TSR) as compared to the TSR of the companies in the S&P 500 over the performance period. Compensation expense for performance shares 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 awards on a straight-line basis. The fair value of market-based awards is estimated on the grant date using a Monte Carlo simulation model. The Company expenses market-based awards on a straight-line basis. Compensation costs related to performance- and market-based shares are recognized through the longer of the performance period or the vesting period. As of December 31, 2015, there was approximately $11.0 million of unrecognized compensation cost related to TSYS performance-based awards that is expected to be recognized through December 2018. As of December 31, 2015, there was approximately $1.5 million of unrecognized compensation cost related to TSYS market-based awards that is expected to be recognized through July 2018. The following table summarizes the performance- and market-based awards granted during the years 2015, 2014 and 2013: Year Awarded Type of Award Performance Period Ending Performance Measure Number of Granted Period Expensed 2015 Market July 2016, 2017 and 2018 Total Shareholder Return 25,000 July 2018 2015 Performance December 2017 Adjusted EPS 135,289 December 2017 2015 Market December 2017 Total Shareholder Return 57,982 December 2017 2015 Performance December 2015 Revenues before Reimbursable Items and Adjusted EPS 165,543 December 2018 2014 Performance December 2016 Revenues before Reimbursable Items and Adjusted EPS 211,593 December 2016 2013 Performance December 2015 NetSpend Revenues and NetSpend Operating Income 87,356 December 2015 2013 Performance December 2015 Revenues before Reimbursable Items and Income from Continuing Operations 237,679 December 2015 In July 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 reversed all previously recorded expense associated with this award. A summary of the awards authorized in each year is below: Total Potential Number of 2015 383,814 526,879 (2018 ) 2014 211,593 211,593 (2017 ) 2013 563,803 400,539 (2016 ) A summary of the status of TSYS’ performance- and market-based nonvested shares as of December 31, 2015, 2014 and 2013 and changes during those periods are presented below: 2015 2014 2013 (in thousands, except per share data) Performance- and market-based Nonvested shares Shares Weighted Shares Weighted Shares Weighted Outstanding at beginning of year 766 $ 25.86 1,049 $ 22.75 809 $ 18.76 Granted 1 384 36.84 211 30.89 564 24.88 Vested (241 ) 22.92 (258 ) 17.57 (324 ) 15.93 Forfeited/canceled/adjusted 9 22.20 (236 ) 25.62 — — Outstanding at end of year 918 $ 31.19 766 $ 25.86 1,049 $ 22.75 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 2015, 2014 and 2013, 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: 2015 2014 2013 Number of options granted 613,473 1,046,372 1,939,796 Weighted average exercise price $ 39.01 $ 30.96 $ 17.42 Risk-free interest rate 1.73 % 2.01 % 1.31 % Expected volatility 20.80 % 25.06 % 26.81 % Expected term (years) 6.3 6.5 6.0 Dividend yield 1.04 % 1.29 % 1.64 % Weighted average fair value $ 8.27 $ 7.66 $ 9.48 A summary of TSYS’ stock option activity as of December 31, 2015, 2014 and 2013, and changes during the years ended on those dates is presented below: 2015 2014 2013 (in thousands, except per share data) Options Weighted Options Weighted Options Weighted Options: Outstanding at beginning of year 4,892 $ 23.83 5,752 $ 20.96 6,065 $ 21.27 Granted 1 613 39.01 1,046 30.96 1,940 17.42 Exercised (2,586 ) 22.68 (1,850 ) 18.79 (2,177 ) 18.75 Forfeited/canceled (32 ) 20.79 (56 ) 28.88 (76 ) 16.78 Outstanding at end of year 2,887 $ 28.07 4,892 $ 23.83 5,752 $ 20.96 Options exercisable at year-end 1,439 $ 25.17 2,781 $ 22.86 3,232 $ 23.02 Weighted average fair value of options granted during the year $ 8.27 $ 7.66 $ 9.48 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, 2015 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) 7.8 7.2 Aggregate intrinsic value (in thousands) $ 62,738 35,434 Shares Issued for Options Exercised During 2015, 2014 and 2013, 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 and Intrinsic Value 2015 2,586 $ 67,702 2014 1,850 22,883 2013 2,177 16,580 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, 2015, there was approximately $2.9 million of total unrecognized compensation cost related to TSYS stock options that is expected to be recognized over a remaining weighted average period of 1.5 years. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 19,988 $ 641,664 2014 17,836 453,230 2013 15,073 326,996 Stock Repurchase Plan In April 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. By January 2014, the TSYS Board had approved several increases in the number of shares that could be repurchased under its share repurchase plan to up to 28 million shares of TSYS stock. 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 previous plan was terminated. During 2015, the Company purchased 5.2 million shares for approximately $242.1 million, at an average price of $47.01. 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. 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, 2015: (in thousands, except per share data) Total Number of Average Price Paid Total Number of Maximum Number October 2015 — $ — 2,150 17,850 November 2015 3,000 52.85 5,150 14,850 December 2015 1 1 49.80 5,150 14,850 Total 3,001 $ 52.85 1 Consists of delivery of shares to TSYS on vesting of shares to pay taxes. 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 2015 and 2014, the Company acquired 3,344 shares for approximately $0.2 million and acquired 162,489 shares for approximately $5.2 million, respectively, as a result of share withholding for taxes. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2015 | |
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 gains 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 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 ) Foreign currency translation adjustments $ (13,592 ) (22,997 ) (1,548 ) (21,449 ) $ (35,041 ) Transfer from NCI 28 — — — 28 Gain on available for sale securities 1,105 2,177 779 1,398 2,503 Change in AOCI related to postretirement healthcare plans 533 (2,449 ) (882 ) (1,567 ) (1,034 ) As of December 31, 2015 $ (11,926 ) (23,269 ) (1,651 ) (21,618 ) $ (33,544 ) 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, 2015 | |
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 and Other. 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. 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. 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 2015 2014 2013 Revenues before reimbursable items North America Services $ 1,147,254 954,082 860,645 International Services 331,159 341,785 321,484 Merchant Services 474,040 435,649 446,277 NetSpend 580,377 482,686 207,851 Intersegment revenues (33,481 ) (21,224 ) (12,549 ) Revenues before reimbursable items from external customers $ 2,499,349 2,192,978 1,823,708 Total revenues North America Services $ 1,334,258 1,117,764 1,000,073 International Services 354,725 363,359 341,549 Merchant Services 549,369 510,120 533,050 NetSpend 580,377 482,686 207,851 Intersegment revenues (39,188 ) (27,052 ) (18,218 ) Revenues from external customers $ 2,779,541 2,446,877 2,064,305 Depreciation and amortization North America Services $ 99,544 86,513 74,480 International Services 34,892 38,909 41,708 Merchant Services 18,268 14,571 12,034 NetSpend 10,686 7,509 3,121 Segment depreciation and amortization 163,390 147,502 131,343 Acquisition intangible amortization 92,522 96,971 65,893 Corporate Administration and Other 2,352 2,147 1,790 Total depreciation and amortization $ 258,264 246,620 199,026 Adjusted segment operating income North America Services $ 429,064 351,512 321,619 International Services 60,087 55,123 42,068 Merchant Services 150,225 134,872 155,643 NetSpend 137,837 128,285 66,353 Total adjusted segment operating income 777,213 669,792 585,683 Acquisition intangible amortization (92,522 ) (96,971 ) (65,893 ) NetSpend merger and acquisition operating expenses — (3,217 ) (14,220 ) Share-based compensation (41,549 ) (30,790 ) (28,933 ) Corporate Administration and Other (109,035 ) (107,174 ) (94,137 ) Operating income $ 534,107 431,640 382,500 As of December 31, 2015 2014 Total assets North America Services $ 3,516,328 3,327,160 International Services 348,714 356,590 Merchant Services 689,781 695,744 NetSpend 1,504,740 1,556,369 Intersegment assets (2,151,263 ) (2,202,282 ) Total assets $ 3,908,300 3,733,581 GEOGRAPHIC AREA DATA: As of December 31, (in thousands) 2015 2014 United States $ 241,814 237,865 Europe 41,953 45,503 Other 6,131 7,217 Totals $ 289,898 290,585 GEOGRAPHIC AREA REVENUE BY OPERATING SEGMENT: 2015 (in thousands) North International Merchant NetSpend Total % United States $ 981,588 — 548,079 580,377 $ 2,110,044 75.9 Europe 1 796 303,832 22 — 304,650 11.0 Canada 1 288,728 — 355 — 289,083 10.4 Mexico 16,558 — — — 16,558 0.6 Other 1 18,329 40,198 679 — 59,206 2.1 Total $ 1,305,999 344,030 549,135 580,377 $ 2,779,541 100.0 2014 (in thousands) North International Merchant NetSpend Total % United States $ 778,766 — 508,747 482,686 $ 1,770,199 72.3 Europe 1 781 304,308 — — 305,089 12.5 Canada 290,248 — 248 — 290,496 11.9 Mexico 16,216 — — — 16,216 0.7 Other 1 16,305 47,888 684 — 64,877 2.7 Total $ 1,102,316 352,196 509,679 482,686 $ 2,446,877 100.0 2013 (in thousands) North International Merchant NetSpend Total % United States $ 712,252 — 533,939 207,851 $ 1,454,042 70.4 Europe 1 774 293,803 — — 294,577 14.3 Canada 242,975 — 178 — 243,153 11.8 Mexico 16,513 — — — 16,513 0.8 Other 1 14,492 40,962 566 — 56,020 2.7 Total $ 987,006 334,764 534,683 207,851 $ 2,064,305 100.0 1 Revenues are impacted by movements in foreign currency exchange rates MAJOR CUSTOMER: |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
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 $4.1 million, $17.9 million and $14.8 million in 2015, 2014 and 2013, respectively. Software Acquired Under Direct Financing The Company acquired software under direct financing in the amount of $30.0 million in 2015. 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. Refer to Note 13 for more information. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | Note 24 Acquisitions 2015 In September 2015, TSYS purchased certain assets for its NetSpend segment for $750,000. The purchase qualifies as a business combination in accordance with GAAP. The Company recorded an acquisition technology intangible asset for the amount of the purchase price. This acquisition intangible asset represents software and is being amortized over a five year life. There were no other material assets included in the purchase. The acquisition included the employment of certain key employees which resulted in the transaction qualifying as a business combination. 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. 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 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 In 2015, the Company adjusted goodwill for NetSpend to include an additional $627,000 for a change in a sales and use tax reserve associated with the acquisition. 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 Channel relationships $ 317,000 8.0 Current technology 78,711 7.0 Trade name 44,000 5.0 Database 28,000 5.0 Covenants-not-to-compete 11,500 6.0 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 selling, general and administrative 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 year ended December 31, 2013, and the pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2013 are: Actual Supplemental pro Year Ended Year Ended (in thousands, except per share data) Revenue $ 2,064,305 2,286,348 Net income attributable to TSYS common shareholders $ 244,750 239,775 Basic EPS attributable to TSYS common shareholders $ 1.30 1.28 Diluted EPS attributable to TSYS common shareholders $ 1.29 1.27 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, 2013, 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. 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, 2015, the redemption value was estimated to be approximately $23.4 million. The Company did not accrete any changes to the redemption value as the balance as of December 31, 2015 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, 2015 | |
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 costs 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 costs of the enterprise in selling, general and administrative expenses. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014 and 2013: 2015 2014 2013 (in thousands, except per share data) Common Participating Common Participating Common Participating Basic EPS: Net income $ 364,044 $ 322,872 $ 244,750 Less income allocated to nonvested awards (3,164 ) 3,164 (3,308 ) 3,308 (1,595 ) 1,595 Net income allocated to common stock for EPS calculation(a) $ 360,880 3,164 $ 319,564 3,308 $ 243,155 1,595 Average common shares outstanding(b) 182,465 1,617 184,297 1,925 187,145 1,246 Basic EPS(a)/(b) $ 1.98 1.96 $ 1.73 1.72 $ 1.30 1.28 Diluted EPS: Net income $ 364,044 $ 322,872 $ 244,750 Less income allocated to nonvested awards (3,148 ) 3,148 (3,288 ) 3,288 (1,585 ) 1,585 Net income allocated to common stock for EPS calculation(c) $ 360,896 3,148 $ 319,584 3,288 $ 243,165 1,585 Average common shares outstanding 182,465 1,617 184,297 1,925 187,145 1,246 Increase due to assumed issuance of shares related to common equivalent shares outstanding 1,157 1,459 1,648 Average common and common equivalent shares outstanding(d) 183,622 1,617 185,756 1,925 188,793 1,246 Diluted EPS(c)/(d) $ 1.97 1.95 $ 1.72 1.71 $ 1.29 1.27 The diluted EPS calculation excludes stock options and nonvested awards that are convertible into 0.6 million, 1.1 million and 2.9 million common shares for the years ended December 31, 2015, 2014 and 2013, respectively, because their inclusion would have been anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | Note 27 Subsequent Events Agreement to Acquire Capital Stock of TransFirst Holdings, Corp. On January 26, 2016, TSYS announced it entered into a definitive agreement with Vista Equity Partners Fund V, L.P. and certain related funds (collectively, “Vista”) to acquire TransFirst Holding, Corp. (“TransFirst”), a Vista portfolio company and leading U S. merchant solutions provider, in an all-cash transaction valued at approximately $2.35 billion. The Company intends to finance the TransFirst acquisition with cash on hand and approximately $2.4 billion of additional indebtedness. In connection with the transaction, the Company entered into a commitment letter with certain of its lenders to provide a $2.0 billion bridge term loan facility (the “Bridge Term Loan Facility”) to finance the TransFirst acquisition to the extent the Company has not obtained alternative financing before the closing of the transaction. The transaction is currently expected to close in the second quarter of 2016 and is subject to regulatory approvals and other customary closing conditions. For additional information regarding the transaction, see TSYS’ Current Reports on Form 8-K filed on January 26, 2016 and January 27, 2016, which include the press release announcing the transaction, the stock purchase agreement for the transaction and the commitment letter for the Bridge Term Loan Facility. There can be no assurance that the proposed acquisition will be completed, or if it is completed, that the expected benefits of the transaction will be realized. Entry into Credit Agreement On February 23, 2016, TSYS entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, The Bank of Tokyo-Mitsubishi UFJ, LTD., U.S. Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the other lenders party thereto, with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, LTD., U.S. Bank National Association and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners. The Credit Agreement provides TSYS with a $700 million five-year term loan facility broken consisting of (i) a $300 million term loan (the “Refinancing Term Loan”) funded upon entry into the Credit Agreement and (ii) a $400 million term loan (the “Delayed Draw Term Loan”). The Credit Agreement also provides TSYS with a $800 million unsecured revolving credit facility (the “Revolving Credit Facility”), which includes a $50 million sub-facility for the issuance of standby letters of credit. The Refinancing Term Loan was used to repay in full TSYS’ outstanding loans and other obligations under that certain Credit Agreement, dated as of September 10, 2012, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended, and that certain Credit Agreement, dated as of April 8, 2013, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended. The Delayed Draw Term Loan will be available to be drawn to finance, in part, the TransFirst acquisition and related transactions, upon satisfaction of a limited set of conditions precedent. The Revolving Loan Facility will be available for draws for purposes of working capital and other general corporate purposes, including to finance, in part, the TransFirst acquisition and related transactions upon satisfaction of a limited set of conditions precedent. Upon entering into the Credit Agreement, the total commitments under the Bridge Term Loan Facility were reduced from $2.0 billion to $1.15 billion by the amount of the Delayed Draw Term Loan commitment and the portion of the Revolving Loan Facility commitments in excess of $350 million. For additional information regarding the Credit Agreement, see TSYS’ Current Report on Form 8-K filed on February 23, 2016. 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 significant subsequent events requiring disclosure. |
Basis of Presentation and Sum37
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION | PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: |
RISKS AND UNCERTAINTIES AND USE OF ESTIMATES | RISKS AND UNCERTAINTIES AND USE OF ESTIMATES: 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: 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: |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE: 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. TSYS records a provision for merchant losses. When estimating the provision for merchant losses, the Company considers historical loss rates. Increases in the provision for merchant losses are charged to expense and are reflected in cost of services expenses in the Company’s Consolidated Statements of Income. Write-offs of uncollectible amounts are charged against the provision for merchant losses. |
UP-FRONT DISTRIBUTOR PAYMENTS | UP-FRONT DISTRIBUTOR PAYMENTS: |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT: |
LICENSED COMPUTER SOFTWARE | LICENSED COMPUTER SOFTWARE: |
ACQUISITION TECHNOLOGY INTANGIBLES | ACQUISITION TECHNOLOGY INTANGIBLES: |
SOFTWARE DEVELOPMENT COSTS | SOFTWARE DEVELOPMENT COSTS: 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: 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: |
GOODWILL | GOODWILL: |
OTHER INTANGIBLE ASSETS | OTHER INTANGIBLE ASSETS: |
FAIR VALUES OF FINANCIAL INSTRUMENTS | FAIR VALUES OF FINANCIAL INSTRUMENTS: 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: |
TRANSACTION PROCESSING PROVISIONS | TRANSACTION PROCESSING PROVISIONS: |
PROVISION FOR CARDHOLDER LOSSES | PROVISION FOR CARDHOLDER LOSSES: |
PROVISION FOR MERCHANT LOSSES | PROVISION FOR MERCHANT LOSSES: |
REDEEMABLE NONCONTROLLING INTEREST | REDEEMABLE NONCONTROLLING INTEREST: |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION: |
TREASURY STOCK | TREASURY STOCK: |
REVENUE RECOGNITION | REVENUE RECOGNITION: 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 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 standalone selling price of each unit of accounting which affects the amount of revenue allocated to each unit. Pursuant to Accounting Standards Codification (ASC) 605 ”Revenue Recognition,” the Company uses vendor-specific objective evidence of the standalone selling price (VSOE) of its services when it exists to determine the amount of revenue to allocate to each unit of accounting. The Company establishes VSOE 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 considers whether sufficient third party evidence (TPE) of standalone selling price exists 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 third party 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 for current contractual arrangements in the year ended December 31, 2015 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 Standards 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 material 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 derives revenue 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 revenue is 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: |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION: 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 other TSYS share-based awards. Currently, TSYS estimates a forfeiture rate in the range of 0% to 8%. 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: 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: |
INCOME TAXES | INCOME TAXES: 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: |
EARNINGS PER SHARE | EARNINGS PER SHARE: 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: |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17 “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes,” which requires the classification of all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. Also, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. Companies can adopt the guidance either prospectively or retrospectively. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03 “Interest — Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Cost.” The amendments in this update will require entities to present debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The guidance will be applied retrospectively. The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position, results of operations or cash flows. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect on its ongoing financial reporting. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financial Results for Discontinued Operations | The following table presents the main classes of assets and liabilities held for sale as of December 31, 2014: (in thousands) 2014 Total assets $ 4,003 Total liabilities 4,003 The following table presents the summarized results of discontinued operations for the years ended December 31, 2015, 2014 and 2013: (in thousands) 2015 2014 2013 Total revenues $ — $ 16,376 68,048 Income before taxes $ — $ 1 3,443 Income tax (benefit) expense $ — $ (39 ) 1,388 Income from operating activities of discontinued operations, net of tax $ — $ 40 2,055 Gain on dispositions, net of tax $ 1,411 $ 48,615 — Income from discontinued operations, net of tax $ 1,411 $ 48,655 2,055 Income from discontinued operations, net of tax, attributable to noncontrolling interest $ — $ 999 4,198 Income (loss) from discontinued operations, net of tax, attributable to TSYS common shareholders $ 1,411 $ 47,656 (2,143 ) Interest allocated to discontinued operations 1 $ — $ — 281 1 Interest expense relates to borrowings directly for use by Japan-based operations. |
Relationships with Affiliated39
Relationships with Affiliated Companies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balances with Related Parties | The Company had the following balances with related parties as of December 31, 2015 and 2014: (in thousands) 2015 2014 Accounts receivable $ 19 $ 19 Account payable 3,278 4,329 |
Revenues and Expenses Derived from Affiliated Companies | The table below details revenues and expenses derived from affiliated companies for the years ended December 31, 2015, 2014 and 2013: (in thousands) 2015 2014 2013 Total revenues: CUP Data $ 116 232 229 TSYS de México 85 78 68 Total revenues $ 201 310 297 Total operating expenses: Merchants Limited $ 4,202 9,842 5,739 TSYS de México 148 148 148 Total operating expenses $ 4,350 9,990 5,887 Nonoperating expenses paid to Merchants Limited $ 42 — — |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalent Balances | Cash and cash equivalent balances as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Cash and cash equivalents in domestic accounts $ 307,578 225,396 Cash and cash equivalents in foreign accounts 81,750 63,787 Total $ 389,328 289,183 |
Prepaid Expenses and Other Cu41
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses and Other Current Assets | Significant components of prepaid expenses and other current assets as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Prepaid expenses $ 37,961 35,334 Supplies inventory 15,114 14,340 Income taxes receivable 51,322 259 Other 49,802 49,041 Total $ 154,199 98,974 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Gross Amount and Accumulated Impairment Loss of Goodwill | The gross amount and accumulated impairment losses of goodwill as of December 31, 2015 and 2014 are as follows: 2015 (in thousands) North America International Merchant NetSpend Consolidated Gross amount $ 70,796 29,081 415,973 1,033,586 $ 1,549,436 Accumulated impairment losses (182 ) (1,605 ) (2,225 ) — (4,012 ) Goodwill, net $ 70,614 27,476 413,748 1,033,586 $ 1,545,424 2014 North America International Merchant NetSpend Consolidated 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 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of December 31, 2015 and 2014 are as follows: (in thousands) North America International Merchant NetSpend Consolidated 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 NetSpend tax adjustment — — — 627 627 Currency translation adjustments — (2,600 ) — — (2,600 ) Balance as of December 31, 2015 $ 70,614 $ 27,476 $ 413,748 $ 1,033,586 $ 1,545,424 |
Other Intangible Assets, net (T
Other Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Software, Intangible Asset | |
Components of Intangible Assets | Computer software as of December 31, 2015 and 2014 is summarized as follows: (in thousands) 2015 2014 Licensed computer software $ 513,443 435,701 Software development costs 404,238 376,026 Acquisition technology intangibles 167,971 167,687 Total computer software 1,085,652 979,414 Less accumulated amortization: Licensed computer software 282,563 243,866 Software development costs 287,863 275,512 Acquisition technology intangibles 110,156 93,888 Total accumulated amortization 680,582 613,266 Computer software, net $ 405,070 366,148 |
Weighted Average Useful Life | The weighted average useful life for each component of computer software, and in total, as of December 31, 2015, is as follows: Weighted Licensed computer software 5.4 Software development costs 6.1 Acquisition technology intangibles 6.8 Total 5.9 |
Estimated Future Amortization Expense | Estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles as of December 31, 2015 for the next five years is: (in thousands) Licensed Software Acquisition 2016 $ 36,207 27,312 15,352 2017 31,034 21,608 13,868 2018 25,345 16,041 11,393 2019 13,617 9,916 11,393 2020 8,899 7,343 5,734 |
Contract Acquisition Costs | |
Components of Intangible Assets | Significant components of contract acquisition costs as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Conversion costs, net $ 159,000 159,339 Payments for processing rights, net 88,811 76,966 Total $ 247,811 236,305 |
Weighted Average Useful Life | The weighted average useful life for each component of contract acquisition costs, and in total, as of December 31, 2015 is as follows: Weighted Payments for processing rights 14.7 Conversion costs 12.3 Total 13.3 |
Estimated Future Amortization Expense | Estimated future amortization expense of conversion costs and payments for processing rights as of December 31, 2015 for the next five years is: (in thousands) Conversion Payments for 2016 $ 32,122 17,394 2017 29,148 15,978 2018 25,656 14,561 2019 21,149 12,277 2020 17,800 10,167 |
Other intangible assets | |
Components of Intangible Assets | Significant components of other intangible assets as of December 31, 2015 and 2014 are summarized as follows: 2015 (in thousands) Gross Accumulated Net Channel relationships $ 318,600 (99,909 ) $ 218,691 Customer relationships 166,579 (104,736 ) 61,843 Trade name 46,422 (24,422 ) 22,000 Database 28,000 (14,000 ) 14,000 Covenants-not-to-compete 14,940 (7,834 ) 7,106 Trade association 10,000 (5,750 ) 4,250 Favorable lease 875 (445 ) 430 Total $ 585,416 (257,096 ) $ 328,320 2014 (in thousands) Gross Accumulated Net 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 |
Weighted Average Useful Life | The weighted average useful life for each component of other intangible assets, and in total, as of December 31, 2015 is as follows: Weighted Channel relationships 8.0 Customer relationships 8.2 Trade name 4.9 Database 5.0 Covenants-not-to-compete 5.3 Trade association 10.0 Favorable Lease 4.9 Total 7.6 |
Estimated Future Amortization Expense | Estimated future amortization expense of other intangible assets as of December 31, 2015 for the next five years is: (in thousands) 2016 $ 75,213 2017 74,823 2018 60,166 2019 47,870 2020 43,711 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment Balances | Property and equipment balances as of December 31, 2015 and 2014 are as follows: (in thousands) 2015 2014 Computer equipment $ 346,387 317,862 Buildings and improvements 244,938 243,211 Furniture and other equipment 138,727 135,741 Land 16,577 16,763 Other 597 204 Total property and equipment 747,226 713,781 Less accumulated depreciation and amortization 457,328 423,196 Property and equipment, net $ 289,898 290,585 |
Computer Software, Intangible Asset | |
Asset Under Capital Lease | The Company held the following computer software under capital lease as of December 31, 2015 and 2014: (in thousands) 2015 2014 Licensed computer software $ 18,206 17,625 Less accumulated amortization (8,175 ) (4,816 ) Licensed computer software, net $ 10,031 12,809 |
Property, Plant and Equipment | |
Asset Under Capital Lease | The Company has various types of equipment under capital lease arrangements. The Company has the following amounts of equipment under capital lease obligations as of December 31, 2015 and 2014: (in thousands) 2015 2014 Computer equipment $ 55,450 49,118 Furniture and other equipment 5,374 5,374 Total equipment 60,824 54,492 Less accumulated depreciation: Computer and other equipment (36,134 ) (29,816 ) Furniture and other equipment (2,731 ) (1,666 ) Total accumulated depreciation (38,865 ) (31,482 ) Total equipment, net $ 21,959 23,010 |
Computer Software, net (Tables)
Computer Software, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014 and 2013: (in thousands) 2015 2014 2013 Amortization expense related to: Licensed computer software $ 41,823 36,775 33,511 Software development costs 22,740 25,248 21,430 Acquisition technology intangibles 16,734 19,683 15,855 |
Contract Acquisition Costs | |
Amortization Expense Related to Computer Software | Amortization expense related to contract acquisition cost for the years ended December 31, 2015, 2014 and 2013 are as follows: (in thousands) 2015 2014 2013 Amortization expense related to: Conversion costs $ 27,392 17,816 19,515 Payments for processing rights 17,039 16,209 13,099 |
Equity Investments (Tables)
Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of TSYS Equity Investments | A summary of TSYS’ equity investments as of December 31, 2015 and 2014 is as follows: (in thousands) 2015 2014 CUP Data $ 98,518 92,738 TSYS de México 7,600 7,730 Total $ 106,118 100,468 |
Long-term Borrowings and Capi47
Long-term Borrowings and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Long-term Debt | Long-term debt as of December 31, 2015 and 2014 consists of: (in thousands) 2015 2014 2.375% Senior Notes due June 1, 2018 (5 year tranche), net of discount $ 549,919 549,889 3.75% Senior Notes due June 1, 2023 (10 year tranche), net of discount 546,746 546,379 LIBOR + 1.125%, unsecured term loan, due April 8, 2018, with quarterly principal and interest payments 175,000 185,000 LIBOR + 1.125%, unsecured term loan, due September 10, 2017, with quarterly principal and interest payments 120,000 131,250 1.38% note payable due January 31, 2017, with monthly interest and principal payments 30,000 — 1.50% note payable, due September 30, 2016, with monthly interest and principal payments 5,132 11,886 LIBOR + 2.0%, unsecured term loan, due December 7, 2017, with monthly interest payments and principal paid at maturity 3,202 1,396 1.50% note payable, due January 31, 2016, with monthly interest and principal payments 336 4,332 1.50% note payable, due December 31, 2015, with monthly interest and principal payments — 10,075 1.50% note payable, due July 31, 2015, with monthly interest and principal payments — 1,709 Total debt 1,430,335 1,441,916 Less current portion 50,364 43,784 Noncurrent portion of long-term debt $ 1,379,971 1,398,132 |
Required Annual Principal Payments on Long-term Debt | Required annual principal payments on long-term debt for the five years subsequent to December 31, 2015 are summarized as follows: (in thousands) 2016 $ 50,364 2017 143,305 2018 690,000 2019 — 2020 — |
Capital Lease Obligations | Capital lease obligations as of December 31, 2015 and 2014 consist of: (in thousands) 2015 2014 Capital lease obligations $ 7,131 14,101 Less current portion 3,468 7,127 Noncurrent portion of capital leases $ 3,663 6,974 |
Future Minimum Lease Payments under Capital Leases | The future minimum lease payments under capital leases as of December 31, 2015 are summarized as follows: (in thousands) 2016 $ 3,611 2017 2,687 2018 1,001 2019 63 2020 — Total minimum lease payments 7,362 Less amount representing interest (231 ) Principal minimum lease payments $ 7,131 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Components of Other Current Liabilities | Significant components of other current liabilities as of December 31, 2015 and 2014 are summarized as follows: (in thousands) 2015 2014 Deferred revenues $ 39,863 41,773 Accrued expenses 26,017 23,617 Dividends payable 19,367 19,006 Other 81,332 70,409 Total $ 166,579 154,805 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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) 2015 2014 2013 Current income tax expense: Federal $ 139,228 126,203 74,327 State 9,255 5,161 2,949 Foreign 4,762 7,694 6,822 Total current income tax expense 153,245 139,058 84,098 Deferred income tax expense (benefit): Federal (2,198 ) (3,623 ) 27,447 State 442 (2,039 ) (55 ) Foreign (125 ) (3,635 ) (509 ) Total deferred income tax expense (benefit) (1,881 ) (9,297 ) 26,883 Total income tax expense $ 151,364 129,761 110,981 |
Components of Income Tax Before Income Tax | Years Ended December 31, (in thousands) 2015 2014 2013 Components of income before income tax expense: Domestic $ 488,515 369,888 328,052 Foreign 8,373 23,041 24,424 Total income before income tax expense $ 496,888 392,929 352,476 |
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) 2015 2014 2013 Computed “expected” income tax expense $ 173,911 137,525 123,367 Increase (decrease) in income tax expense resulting from: International tax rate differential and equity income 8,367 6,541 1,870 State income tax expense, net of federal income tax effect 7,101 4,823 3,408 Increase (decrease) in valuation allowance (517 ) (4,550 ) 1,715 Tax credits (28,831 ) (3,459 ) (6,141 ) Deduction for domestic production activities (11,550 ) (8,750 ) (8,225 ) Permanent differences and other, net 2,883 (2,369 ) (5,013 ) Total income tax expense $ 151,364 129,761 110,981 |
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, 2015 and 2014 relate to the following: As of December 31, (in thousands) 2015 2014 Deferred income tax assets: Net operating loss and income tax credit carryforwards $ 29,522 31,978 Allowances for doubtful accounts and billing adjustments 1,399 1,328 Deferred revenue 31,713 31,240 Share-based compensation 22,088 24,449 Other, net 34,673 24,743 Total deferred income tax assets 119,395 113,738 Less valuation allowance for deferred income tax assets (18,446 ) (18,963 ) Net deferred income tax assets 100,949 94,775 Deferred income tax liabilities: Excess tax over financial statement depreciation (61,161 ) (53,527 ) Computer software development costs (82,835 ) (67,703 ) Purchase accounting adjustments (114,171 ) (136,701 ) Foreign currency translation (4,522 ) (7,642 ) Other, net (24,462 ) (18,830 ) Total deferred income tax liabilities (287,151 ) (284,403 ) Net deferred income tax liabilities $ (186,202 ) (189,628 ) Total net deferred tax assets (liabilities): Current $ 24,670 15,190 Noncurrent (210,872 ) (204,818 ) Net deferred income tax liability $ (186,202 ) (189,628 ) |
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 Beginning balance $ 6.7 Current activity: Additions based on tax positions related to current year 2.3 Additions for tax positions of prior years 4.7 Reductions for tax positions of prior years (0.6 ) Net, current activity 6.4 Ending balance $ 13.1 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, 2015 | |
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, 2015, are as follows: (in thousands) 2016 $ 121,892 2017 117,137 2018 101,413 2019 99,426 2020 30,733 Thereafter 22,716 Total future minimum lease payments $ 493,317 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Contributions Charged to Expense | The Company’s contributions to the plans charged to expense for the years ended December 31, 2015, 2014 and 2013 are as follows: (in thousands) 2015 2014 2013 TSYS Retirement Savings Plan $ 24,169 17,531 14,506 TSYS Stock Purchase Plan 1,378 1,288 1,236 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Equity Compensation Plans | EQUITY COMPENSATION PLANS: (in thousands, except per share data) Plan Category (a) Number of securities to (b) Weighted-average (c) Number of securities remaining Equity compensation plans approved by security holders 4,475 $ 28.07 1 8,550 2 The Company does not have any equity compensation plans that were not approved by security holders. 1 Weighted-average exercise price represents 2,887 thousand options only and does not include performance shares and other awards that have no exercise price. 2 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. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Performance- and Market- Based Awards Granted | The following table summarizes the performance- and market-based awards granted during the years 2015, 2014 and 2013: Year Awarded Type of Award Performance Period Ending Performance Measure Number of Granted Period Expensed 2015 Market July 2016, 2017 and 2018 Total Shareholder Return 25,000 July 2018 2015 Performance December 2017 Adjusted EPS 135,289 December 2017 2015 Market December 2017 Total Shareholder Return 57,982 December 2017 2015 Performance December 2015 Revenues before Reimbursable Items and Adjusted EPS 165,543 December 2018 2014 Performance December 2016 Revenues before Reimbursable Items and Adjusted EPS 211,593 December 2016 2013 Performance December 2015 NetSpend Revenues and NetSpend Operating Income 87,356 December 2015 2013 Performance December 2015 Revenues before Reimbursable Items and Income from Continuing Operations 237,679 December 2015 |
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: 2015 2014 2013 Number of options granted 613,473 1,046,372 1,939,796 Weighted average exercise price $ 39.01 $ 30.96 $ 17.42 Risk-free interest rate 1.73 % 2.01 % 1.31 % Expected volatility 20.80 % 25.06 % 26.81 % Expected term (years) 6.3 6.5 6.0 Dividend yield 1.04 % 1.29 % 1.64 % Weighted average fair value $ 8.27 $ 7.66 $ 9.48 |
Summary of Stock Option Activity and Changes during Year | A summary of TSYS’ stock option activity as of December 31, 2015, 2014 and 2013, and changes during the years ended on those dates is presented below: 2015 2014 2013 (in thousands, except per share data) Options Weighted Options Weighted Options Weighted Options: Outstanding at beginning of year 4,892 $ 23.83 5,752 $ 20.96 6,065 $ 21.27 Granted 1 613 39.01 1,046 30.96 1,940 17.42 Exercised (2,586 ) 22.68 (1,850 ) 18.79 (2,177 ) 18.75 Forfeited/canceled (32 ) 20.79 (56 ) 28.88 (76 ) 16.78 Outstanding at end of year 2,887 $ 28.07 4,892 $ 23.83 5,752 $ 20.96 Options exercisable at year-end 1,439 $ 25.17 2,781 $ 22.86 3,232 $ 23.02 Weighted average fair value of options granted during the year $ 8.27 $ 7.66 $ 9.48 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, 2015 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) 7.8 7.2 Aggregate intrinsic value (in thousands) $ 62,738 35,434 |
Summary of Stock Option Exercises | The table below summarizes these stock option exercises by year: (in thousands) Options Exercised and Intrinsic Value 2015 2,586 $ 67,702 2014 1,850 22,883 2013 2,177 16,580 |
Performance Shares | |
Summary of Number of Shares Granted Each Year | The following table summarizes the number of shares granted each year: 2015 2014 2013 Number of shares 388,211 672,724 1,667,246 Market value ( in millions $ 14.9 20.6 41.3 |
Summary of Awards Authorized | A summary of the awards authorized in each year is below: Total Potential Number of 2015 383,814 526,879 (2018 ) 2014 211,593 211,593 (2017 ) 2013 563,803 400,539 (2016 ) |
Summarized Status of Performance-based Nonvested Shares and Changes during Period | A summary of the status of TSYS’ performance- and market-based nonvested shares as of December 31, 2015, 2014 and 2013 and changes during those periods are presented below: 2015 2014 2013 (in thousands, except per share data) Performance- and market-based Nonvested shares Shares Weighted Shares Weighted Shares Weighted Outstanding at beginning of year 766 $ 25.86 1,049 $ 22.75 809 $ 18.76 Granted 1 384 36.84 211 30.89 564 24.88 Vested (241 ) 22.92 (258 ) 17.57 (324 ) 15.93 Forfeited/canceled/adjusted 9 22.20 (236 ) 25.62 — — Outstanding at end of year 918 $ 31.19 766 $ 25.86 1,049 $ 22.75 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. |
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, 2015, 2014 and 2013 and the changes during the periods are presented below: 2015 2014 2013 (in thousands, except per share data) Nonvested shares Shares Weighted Grant-Date Shares Weighted Grant-Date Shares Weighted Grant-Date Outstanding at beginning of year 1,769 $ 26.75 1,783 $ 24.19 554 $ 19.96 Granted 1 388 38.38 673 30.67 1,667 24.75 Vested (930 ) 26.05 (602 ) 23.74 (328 ) 19.95 Forfeited/canceled (81 ) 28.78 (85 ) 25.47 (110 ) 23.82 Outstanding at end of year 1,146 $ 31.11 1,769 $ 26.75 1,783 $ 24.19 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. |
Treasury Stock (Tables)
Treasury Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 19,988 $ 641,664 2014 17,836 453,230 2013 15,073 326,996 |
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, 2015: (in thousands, except per share data) Total Number of Average Price Paid Total Number of Maximum Number October 2015 — $ — 2,150 17,850 November 2015 3,000 52.85 5,150 14,850 December 2015 1 1 49.80 5,150 14,850 Total 3,001 $ 52.85 1 Consists of delivery of shares to TSYS on vesting of shares to pay taxes. |
Other Comprehensive Income (L55
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Effects Allocated to and Cumulative Balance of Each Component of Accumulated Other Comprehensive Income (Loss) | 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 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 ) Foreign currency translation adjustments $ (13,592 ) (22,997 ) (1,548 ) (21,449 ) $ (35,041 ) Transfer from NCI 28 — — — 28 Gain on available for sale securities 1,105 2,177 779 1,398 2,503 Change in AOCI related to postretirement healthcare plans 533 (2,449 ) (882 ) (1,567 ) (1,034 ) As of December 31, 2015 $ (11,926 ) (23,269 ) (1,651 ) (21,618 ) $ (33,544 ) |
Segment Reporting, including 56
Segment Reporting, including Geographic Area Data and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Operating Segments | Years Ended December 31, (in thousands) Operating Segments 2015 2014 2013 Revenues before reimbursable items North America Services $ 1,147,254 954,082 860,645 International Services 331,159 341,785 321,484 Merchant Services 474,040 435,649 446,277 NetSpend 580,377 482,686 207,851 Intersegment revenues (33,481 ) (21,224 ) (12,549 ) Revenues before reimbursable items from external customers $ 2,499,349 2,192,978 1,823,708 Total revenues North America Services $ 1,334,258 1,117,764 1,000,073 International Services 354,725 363,359 341,549 Merchant Services 549,369 510,120 533,050 NetSpend 580,377 482,686 207,851 Intersegment revenues (39,188 ) (27,052 ) (18,218 ) Revenues from external customers $ 2,779,541 2,446,877 2,064,305 Depreciation and amortization North America Services $ 99,544 86,513 74,480 International Services 34,892 38,909 41,708 Merchant Services 18,268 14,571 12,034 NetSpend 10,686 7,509 3,121 Segment depreciation and amortization 163,390 147,502 131,343 Acquisition intangible amortization 92,522 96,971 65,893 Corporate Administration and Other 2,352 2,147 1,790 Total depreciation and amortization $ 258,264 246,620 199,026 Adjusted segment operating income North America Services $ 429,064 351,512 321,619 International Services 60,087 55,123 42,068 Merchant Services 150,225 134,872 155,643 NetSpend 137,837 128,285 66,353 Total adjusted segment operating income 777,213 669,792 585,683 Acquisition intangible amortization (92,522 ) (96,971 ) (65,893 ) NetSpend merger and acquisition operating expenses — (3,217 ) (14,220 ) Share-based compensation (41,549 ) (30,790 ) (28,933 ) Corporate Administration and Other (109,035 ) (107,174 ) (94,137 ) Operating income $ 534,107 431,640 382,500 As of December 31, 2015 2014 Total assets North America Services $ 3,516,328 3,327,160 International Services 348,714 356,590 Merchant Services 689,781 695,744 NetSpend 1,504,740 1,556,369 Intersegment assets (2,151,263 ) (2,202,282 ) Total assets $ 3,908,300 3,733,581 |
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 thousands) 2015 2014 United States $ 241,814 237,865 Europe 41,953 45,503 Other 6,131 7,217 Totals $ 289,898 290,585 |
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: 2015 (in thousands) North International Merchant NetSpend Total % United States $ 981,588 — 548,079 580,377 $ 2,110,044 75.9 Europe 1 796 303,832 22 — 304,650 11.0 Canada 1 288,728 — 355 — 289,083 10.4 Mexico 16,558 — — — 16,558 0.6 Other 1 18,329 40,198 679 — 59,206 2.1 Total $ 1,305,999 344,030 549,135 580,377 $ 2,779,541 100.0 2014 (in thousands) North International Merchant NetSpend Total % United States $ 778,766 — 508,747 482,686 $ 1,770,199 72.3 Europe 1 781 304,308 — — 305,089 12.5 Canada 290,248 — 248 — 290,496 11.9 Mexico 16,216 — — — 16,216 0.7 Other 1 16,305 47,888 684 — 64,877 2.7 Total $ 1,102,316 352,196 509,679 482,686 $ 2,446,877 100.0 2013 (in thousands) North International Merchant NetSpend Total % United States $ 712,252 — 533,939 207,851 $ 1,454,042 70.4 Europe 1 774 293,803 — — 294,577 14.3 Canada 242,975 — 178 — 243,153 11.8 Mexico 16,513 — — — 16,513 0.8 Other 1 14,492 40,962 566 — 56,020 2.7 Total $ 987,006 334,764 534,683 207,851 $ 2,064,305 100.0 1 Revenues are impacted by movements in foreign currency exchange rates |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Awards and Estimated Fair Value of Awards Issued in Acquisition | 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 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 year ended December 31, 2013, and the pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2013 are: Actual Supplemental pro Year Ended Year Ended (in thousands, except per share data) Revenue $ 2,064,305 2,286,348 Net income attributable to TSYS common shareholders $ 244,750 239,775 |
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 Channel relationships $ 317,000 8.0 Current technology 78,711 7.0 Trade name 44,000 5.0 Database 28,000 5.0 Covenants-not-to-compete 11,500 6.0 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, 2015 | |
Basic and Diluted Earnings Per Share | The following table illustrates basic and diluted EPS under the guidance of GAAP for the years ended December 31, 2015, 2014 and 2013: 2015 2014 2013 (in thousands, except per share data) Common Participating Common Participating Common Participating Basic EPS: Net income $ 364,044 $ 322,872 $ 244,750 Less income allocated to nonvested awards (3,164 ) 3,164 (3,308 ) 3,308 (1,595 ) 1,595 Net income allocated to common stock for EPS calculation(a) $ 360,880 3,164 $ 319,564 3,308 $ 243,155 1,595 Average common shares outstanding(b) 182,465 1,617 184,297 1,925 187,145 1,246 Basic EPS(a)/(b) $ 1.98 1.96 $ 1.73 1.72 $ 1.30 1.28 Diluted EPS: Net income $ 364,044 $ 322,872 $ 244,750 Less income allocated to nonvested awards (3,148 ) 3,148 (3,288 ) 3,288 (1,585 ) 1,585 Net income allocated to common stock for EPS calculation(c) $ 360,896 3,148 $ 319,584 3,288 $ 243,165 1,585 Average common shares outstanding 182,465 1,617 184,297 1,925 187,145 1,246 Increase due to assumed issuance of shares related to common equivalent shares outstanding 1,157 1,459 1,648 Average common and common equivalent shares outstanding(d) 183,622 1,617 185,756 1,925 188,793 1,246 Diluted EPS(c)/(d) $ 1.97 1.95 $ 1.72 1.71 $ 1.29 1.27 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Provision for doubtful accounts | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at beginning of period | $ 3,222 | $ 1,758 | $ 1,743 | ||
Additions Changes in allowances, charges to expenses and changes to other accounts | [1] | (58) | 640 | 164 | |
Deductions | [2] | (1,407) | (824) | (149) | |
Balance at end of period | 1,757 | 3,222 | 1,758 | ||
Provision for billing adjustments | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at beginning of period | 866 | 504 | 1,174 | ||
Additions Changes in allowances, charges to expenses and changes to other accounts | [1] | (114) | 497 | (376) | |
Deductions | [2] | 174 | (135) | (294) | |
Balance at end of period | 926 | 866 | 504 | ||
Provision for merchant losses | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at beginning of period | 1,118 | 1,122 | 994 | ||
Additions Changes in allowances, charges to expenses and changes to other accounts | [1] | 4,667 | 1,686 | 2,211 | |
Deductions | [2] | (4,419) | (1,690) | (2,083) | |
Balance at end of period | 1,366 | 1,118 | 1,122 | ||
Transaction processing accruals - processing errors | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at beginning of period | 4,630 | 2,409 | 1,724 | ||
Additions Changes in allowances, charges to expenses and changes to other accounts | [3] | 6,976 | 9,468 | 7,458 | |
Deductions | [2] | (5,149) | (7,247) | (6,773) | |
Balance at end of period | 6,457 | 4,630 | 2,409 | ||
Provision for cardholder losses | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at beginning of period | 6,312 | 5,784 | |||
Additions Changes in allowances, charges to expenses and changes to other accounts | [4] | 41,264 | 38,381 | 19,737 | [5] |
Deductions | [2] | (38,185) | (37,853) | (13,953) | |
Balance at end of period | 9,391 | 6,312 | 5,784 | ||
Deferred tax valuation allowance | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at beginning of period | 18,963 | 14,691 | 12,976 | ||
Additions Changes in allowances, charges to expenses and changes to other accounts | [6] | 541 | 5,534 | 2,298 | |
Deductions | [4] | (1,058) | (1,262) | (583) | |
Balance at end of period | $ 18,446 | $ 18,963 | $ 14,691 | ||
[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 a decrease in the amount of deferred tax assets, which more likely than not, will not be realized. | ||||
[5] | Amount represents an increase in the amount of deferred tax assets, which more likely than not, will not be realized. | ||||
[6] | (6) Amount represents an increase in the amount of deferred tax assets, which more likely than not, will not be realized. |
Schedule II - Valuation and Q60
Schedule II - Valuation and Qualifying Accounts (Parenthetical) (Detail) $ in Millions | Jul. 01, 2013USD ($) |
Provision for Fraud Losses | NetSpend Holdings Inc | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Fraud losses related to the acquisition | $ 7.8 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Jul. 01, 2013 | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Significant Accounting Policies [Line Items] | ||||
Software technology assets resulting from acquisitions, estimated useful live | 7 years 3 months 18 days | |||
Equity investments | $ 106,118 | $ 100,468 | ||
Cardholders' loss reserve | 9,400 | 6,300 | ||
Advertising expenses | $ 9,600 | 5,700 | $ 1,300 | |
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated forfeiture rate | 0.00% | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated forfeiture rate | 8.00% | |||
TSYS de Mexico | ||||
Significant Accounting Policies [Line Items] | ||||
Equity investments | $ 7,600 | 7,730 | ||
CUP Data | ||||
Significant Accounting Policies [Line Items] | ||||
Equity method investment, percentage of ownership | 44.56% | |||
Equity investments | $ 98,518 | $ 92,738 | ||
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 | |||
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 | $ 1,300 | |||
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 | $ 49,400 | |||
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 equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful live | 2 years | |||
Computer 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 | Segment | 4 | |||
Cardholders' loss reserve | $ 9,400 | |||
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 | |||
NetSpend Holdings Inc | TSYS de Mexico | ||||
Significant Accounting Policies [Line Items] | ||||
Equity method investment, percentage of ownership | 49.00% | |||
NetSpend Holdings Inc | CUP Data | ||||
Significant Accounting Policies [Line Items] | ||||
Equity method investment, percentage of ownership | 44.56% | |||
NetSpend Holdings Inc | Internal-use software | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 3 years | |||
NetSpend Holdings Inc | Internal-use software | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
NetSpend Holdings Inc | Other Current Liabilities | ||||
Significant Accounting Policies [Line Items] | ||||
Transaction processing provision | $ 6,500 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on dispositions, net of tax | $ 1,411 | $ 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 Liab
Main Classes of Assets and Liabilities Held for Sale (Detail) $ in Thousands | Dec. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total assets | $ 4,003 |
Total liabilities | $ 4,003 |
Summarized Results of Discontin
Summarized Results of Discontinued Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | $ 16,376 | $ 68,048 | ||
Income before taxes | 1 | 3,443 | ||
Income tax (benefit) expense | (39) | 1,388 | ||
Income from operating activities of discontinued operations, net of tax | 40 | 2,055 | ||
Gain on dispositions, net of tax | $ 1,411 | 48,615 | ||
Income from discontinued operations, net of tax | 1,411 | 48,655 | 2,055 | |
Income from discontinued operations, net of tax, attributable to noncontrolling interest | 999 | 4,198 | ||
Income (loss) from discontinued operations, net of tax, attributable to TSYS common shareholders | $ 1,411 | $ 47,656 | (2,143) | |
Interest allocated to discontinued operations | [1] | $ 281 | ||
[1] | Interest expense relates to borrowings directly for use by Japan-based operations. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Goodwill | $ 1,545,424 | $ 1,547,397 |
Balances with Related Parties (
Balances with Related Parties (Detail) - Affiliated Companies - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 19 | $ 19 |
Account payable | $ 3,278 | $ 4,329 |
Revenues and Expenses Derived f
Revenues and Expenses Derived from Affiliated Companies (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CUP Data | |||
Related Party Transaction [Line Items] | |||
Revenue | $ 116 | $ 232 | $ 229 |
TSYS de Mexico | |||
Related Party Transaction [Line Items] | |||
Revenue | 85 | 78 | 68 |
Total operating expenses | 148 | 148 | 148 |
Affiliated Companies | |||
Related Party Transaction [Line Items] | |||
Revenue | 201 | 310 | 297 |
Total operating expenses | 4,350 | 9,990 | 5,887 |
Merchants Limited | |||
Related Party Transaction [Line Items] | |||
Nonoperating expenses paid | 42 | ||
Total operating expenses | $ 4,202 | $ 9,842 | $ 5,739 |
Cash and Cash Equivalent Balanc
Cash and Cash Equivalent Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents in domestic accounts | $ 307,578 | $ 225,396 | |
Cash and cash equivalents in foreign accounts | 81,750 | 63,787 | |
Cash and cash equivalents | $ 389,328 | $ 289,183 | $ 247,700 |
Significant Components of Prepa
Significant Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Line Items] | ||
Prepaid expenses | $ 37,961 | $ 35,334 |
Supplies inventory | 15,114 | 14,340 |
Income taxes receivable | 51,322 | 259 |
Other | 49,802 | 49,041 |
Total | $ 154,199 | $ 98,974 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2013 | |
Goodwill [Line Items] | ||||
Business acquisition, goodwill | $ 1,545,424 | $ 1,547,397 | ||
NetSpend Holdings Inc | ||||
Goodwill [Line Items] | ||||
Business acquisition, goodwill | $ 1,000,000 | $ 1,024,434 | ||
Addition to purchase price allocation | $ 627 | $ 8,500 |
Gross Amount and Accumulated Im
Gross Amount and Accumulated Impairment Loss of Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | |||
Gross amount | $ 1,549,436 | $ 1,551,409 | |
Accumulated impairment losses | (4,012) | (4,012) | |
Goodwill, net | 1,545,424 | 1,547,397 | $ 1,543,179 |
North America Services | |||
Goodwill [Line Items] | |||
Gross amount | 70,796 | 70,796 | |
Accumulated impairment losses | (182) | (182) | |
Goodwill, net | 70,614 | 70,614 | 70,796 |
International Services | |||
Goodwill [Line Items] | |||
Gross amount | 29,081 | 31,681 | |
Accumulated impairment losses | (1,605) | (1,605) | |
Goodwill, net | 27,476 | 30,076 | 34,201 |
Merchant Services | |||
Goodwill [Line Items] | |||
Gross amount | 415,973 | 415,973 | |
Accumulated impairment losses | (2,225) | (2,225) | |
Goodwill, net | 413,748 | 413,748 | 413,748 |
NetSpend | |||
Goodwill [Line Items] | |||
Gross amount | 1,033,586 | 1,032,959 | |
Goodwill, net | $ 1,033,586 | $ 1,032,959 | $ 1,024,434 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 1,547,397 | $ 1,543,179 |
Disposal of GP Net | (1,787) | |
Currency translation adjustments | (2,600) | (2,520) |
Ending Balance | 1,545,424 | 1,547,397 |
NetSpend Holdings Inc | ||
Goodwill [Line Items] | ||
Tax adjustment | 627 | 8,500 |
Purchase price allocation | 8,525 | |
North America Services | ||
Goodwill [Line Items] | ||
Beginning Balance | 70,614 | 70,796 |
Disposal of GP Net | (182) | |
Ending Balance | 70,614 | 70,614 |
International Services | ||
Goodwill [Line Items] | ||
Beginning Balance | 30,076 | 34,201 |
Disposal of GP Net | (1,605) | |
Currency translation adjustments | (2,600) | (2,520) |
Ending Balance | 27,476 | 30,076 |
Merchant Services | ||
Goodwill [Line Items] | ||
Beginning Balance | 413,748 | 413,748 |
Ending Balance | 413,748 | 413,748 |
NetSpend | ||
Goodwill [Line Items] | ||
Beginning Balance | 1,032,959 | 1,024,434 |
Ending Balance | 1,033,586 | 1,032,959 |
NetSpend | NetSpend Holdings Inc | ||
Goodwill [Line Items] | ||
Tax adjustment | $ 627 | |
Purchase price allocation | $ 8,525 |
Significant Components of Other
Significant Components of Other Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 585,416 | $ 586,035 |
Accumulated Amortization | (257,096) | (181,928) |
Net | 328,320 | 404,107 |
Channel relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 318,600 | 318,600 |
Accumulated Amortization | (99,909) | (60,079) |
Net | 218,691 | 258,521 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 166,579 | 167,140 |
Accumulated Amortization | (104,736) | (87,201) |
Net | 61,843 | 79,939 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 46,422 | 46,480 |
Accumulated Amortization | (24,422) | (15,680) |
Net | 22,000 | 30,800 |
Database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 28,000 | 28,000 |
Accumulated Amortization | (14,000) | (8,400) |
Net | 14,000 | 19,600 |
Covenants-Not-to-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 14,940 | 14,940 |
Accumulated Amortization | (7,834) | (5,551) |
Net | 7,106 | 9,389 |
Trade association | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10,000 | 10,000 |
Accumulated Amortization | (5,750) | (4,750) |
Net | 4,250 | 5,250 |
Favorable lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 875 | 875 |
Accumulated Amortization | (445) | (267) |
Net | $ 430 | $ 608 |
Other Intangible Assets, net -
Other Intangible Assets, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses recorded in selling, general and administrative expenses | $ 75.8 | $ 77.3 | $ 50 |
Weighted Average Useful Life fo
Weighted Average Useful Life for Each Component of Other Intangible Assets (Detail) - Other intangible assets | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 7 years 7 months 6 days |
Channel relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 8 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 8 years 2 months 12 days |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 4 years 10 months 24 days |
Database | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years |
Covenants-Not-to-Compete | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 3 months 18 days |
Trade association | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 10 years |
Favorable lease | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 4 years 10 months 24 days |
Estimated Future Amortization E
Estimated Future Amortization Expense on Other Intangible Assets (Detail) - Other intangible assets $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 75,213 |
2,017 | 74,823 |
2,018 | 60,166 |
2,019 | 47,870 |
2,020 | $ 43,711 |
Summary of Computer Software (D
Summary of Computer Software (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Computer software | $ 1,085,652 | $ 979,414 |
Accumulated amortization | 680,582 | 613,266 |
Computer software, net | 405,070 | 366,148 |
Licensed computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Computer software | 513,443 | 435,701 |
Accumulated amortization | 282,563 | 243,866 |
Software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Computer software | 404,238 | 376,026 |
Accumulated amortization | 287,863 | 275,512 |
Acquisition technology intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Computer software | 167,971 | 167,687 |
Accumulated amortization | $ 110,156 | $ 93,888 |
Computer Software Under Capital
Computer Software Under Capital Lease (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Gross | $ 60,824 | $ 54,492 |
Accumulated Amortization | (38,865) | (31,482) |
Net | 21,959 | 23,010 |
Licensed computer software | ||
Capital Leased Assets [Line Items] | ||
Gross | 18,206 | 17,625 |
Accumulated Amortization | (8,175) | (4,816) |
Net | $ 10,031 | $ 12,809 |
Amortization Expense Related to
Amortization Expense Related to Computer Software (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Licensed computer software | |||
Amortization expense related to: | |||
Amortization expenses | $ 41,823 | $ 36,775 | $ 33,511 |
Software development costs | |||
Amortization expense related to: | |||
Amortization expenses | 22,740 | 25,248 | 21,430 |
Acquisition technology intangibles | |||
Amortization expense related to: | |||
Amortization expenses | $ 16,734 | $ 19,683 | $ 15,855 |
Weighted Average Useful Life of
Weighted Average Useful Life of Each Component of Computer Software (Detail) - Computer Software, Intangible Asset | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 10 months 24 days |
Licensed computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 5 years 4 months 24 days |
Software development costs | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 6 years 1 month 6 days |
Acquisition technology intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 6 years 9 months 18 days |
Estimated Future Amortization81
Estimated Future Amortization Expense of Licensed Computer Software, Software Development Costs and Acquisition Technology Intangibles (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Licensed computer software | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 36,207 |
2,017 | 31,034 |
2,018 | 25,345 |
2,019 | 13,617 |
2,020 | 8,899 |
Software development costs | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | 27,312 |
2,017 | 21,608 |
2,018 | 16,041 |
2,019 | 9,916 |
2,020 | 7,343 |
Acquisition technology intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | 15,352 |
2,017 | 13,868 |
2,018 | 11,393 |
2,019 | 11,393 |
2,020 | $ 5,734 |
Property and Equipment Balances
Property and Equipment Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 747,226 | $ 713,781 |
Less accumulated depreciation and amortization | 457,328 | 423,196 |
Property and equipment, net | 289,898 | 290,585 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 346,387 | 317,862 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 244,938 | 243,211 |
Furniture and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 138,727 | 135,741 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,577 | 16,763 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 597 | $ 204 |
Property, Plant and Equipment u
Property, Plant and Equipment under Capital Lease (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Gross | $ 60,824 | $ 54,492 |
Accumulated Amortization | (38,865) | (31,482) |
Net | 21,959 | 23,010 |
Computer equipment | ||
Capital Leased Assets [Line Items] | ||
Gross | 55,450 | 49,118 |
Accumulated Amortization | (36,134) | (29,816) |
Furniture and other equipment | ||
Capital Leased Assets [Line Items] | ||
Gross | 5,374 | 5,374 |
Accumulated Amortization | $ (2,731) | $ (1,666) |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense related to property and equipment | $ 56.6 | $ 53.5 | $ 45.5 |
Significant Components of Contr
Significant Components of Contract Acquisition Costs (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Conversion costs, net | $ 159,000 | $ 159,339 |
Payments for processing rights, net | 88,811 | 76,966 |
Total | $ 247,811 | $ 236,305 |
Amortization Expense Related 86
Amortization Expense Related to Contract Acquisition Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Conversion costs | |||
Finite Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization expense | $ 27,392 | $ 17,816 | $ 19,515 |
Payments for processing rights | |||
Finite Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization expense | $ 17,039 | $ 16,209 | $ 13,099 |
Weighted Average Useful Life 87
Weighted Average Useful Life for Each Component of Contract Acquisition Costs (Detail) - Contract Acquisition Costs | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 13 years 3 months 18 days |
Payments for processing rights | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 14 years 8 months 12 days |
Conversion costs | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Yrs) | 12 years 3 months 18 days |
Estimated Future Amortization88
Estimated Future Amortization Expense on Payments for Processing Rights and Conversion Costs (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Conversion costs | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 32,122 |
2,017 | 29,148 |
2,018 | 25,656 |
2,019 | 21,149 |
2,020 | 17,800 |
Payments for processing rights | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | 17,394 |
2,017 | 15,978 |
2,018 | 14,561 |
2,019 | 12,277 |
2,020 | $ 10,167 |
Equity Investments - Additional
Equity Investments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity in income of equity investments, net of tax | $ 22,106 | $ 17,583 | $ 13,047 |
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 Investme
Summary of TSYS Equity Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | ||
Equity investments | $ 106,118 | $ 100,468 |
CUP Data | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments | 98,518 | 92,738 |
TSYS de Mexico | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments | $ 7,600 | $ 7,730 |
Summary of Long-term Debt (Deta
Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,430,335 | $ 1,441,916 |
Less current portion | 50,364 | 43,784 |
Noncurrent portion of long-term debt | 1,379,971 | 1,398,132 |
2.375% Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 549,919 | 549,889 |
3.750% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 546,746 | 546,379 |
LIBOR + 1.125%, unsecured term loan | Unsecured term loan due on April 08, 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 175,000 | 185,000 |
LIBOR + 1.125%, unsecured term loan | Unsecured term loan due on September 10, 2017 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 120,000 | 131,250 |
1.38% note payable | Due January 31, 2017 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 30,000 | |
1.50% note payable | Due September 30, 2016 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 5,132 | 11,886 |
1.50% note payable | Due January 31, 2016 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 336 | 4,332 |
1.50% note payable | Due December 31, 2015 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 10,075 | |
1.50% note payable | Due July 31, 2015 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,709 | |
LIBOR + 2.0%, unsecured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 3,202 | $ 1,396 |
Summary of Long-term Debt (Pare
Summary of Long-term Debt (Parenthetical) (Detail) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2013 | |
2.375% Senior Notes due 2018 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 2.375% | 2.375% | 2.375% | |
Debt instrument, maturity date | Jun. 1, 2018 | Jun. 1, 2018 | ||
Senior notes maturity , period | 5 years | 5 years | ||
3.750% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 3.75% | 3.75% | 3.75% | |
Debt instrument, maturity date | Jun. 1, 2023 | Jun. 1, 2023 | ||
Senior notes maturity , period | 10 years | 10 years | ||
1.38% note payable | Due January 31, 2017 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.38% | 1.38% | ||
Debt instrument, maturity date | Jan. 31, 2017 | Jan. 31, 2017 | ||
1.50% note payable | Due September 30, 2016 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.50% | 1.50% | ||
Debt instrument, maturity date | Sep. 30, 2016 | Sep. 30, 2016 | ||
1.50% note payable | Due January 31, 2016 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.50% | 1.50% | ||
Debt instrument, maturity date | Jan. 31, 2016 | Jan. 31, 2016 | ||
1.50% note payable | Due December 31, 2015 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.50% | 1.50% | ||
Debt instrument, maturity date | Dec. 31, 2015 | Dec. 31, 2015 | ||
1.50% note payable | Due July 31, 2015 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.50% | 1.50% | ||
Debt instrument, maturity date | Jul. 31, 2015 | Jul. 31, 2015 | ||
LIBOR + 2.0%, unsecured term loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Dec. 7, 2017 | Dec. 7, 2017 | Dec. 7, 2017 | |
LIBOR + 2.0%, unsecured term loan | London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, margin rate | 2.00% | 2.00% | ||
Unsecured term loan due on April 08, 2018 | LIBOR + 1.125%, unsecured term loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Apr. 8, 2018 | Apr. 8, 2018 | ||
Unsecured term loan due on April 08, 2018 | LIBOR + 1.125%, unsecured term loan | London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, margin rate | 1.125% | 1.125% | ||
Unsecured term loan due on September 10, 2017 | LIBOR + 1.125%, unsecured term loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Sep. 10, 2017 | Sep. 10, 2017 | ||
Unsecured term loan due on September 10, 2017 | LIBOR + 1.125%, unsecured term loan | London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, margin rate | 1.125% | 1.125% |
Long-Term Borrowings and Capi93
Long-Term Borrowings and Capital Lease Obligations - Additional Information (Detail) | Jul. 01, 2013USD ($) | Jun. 01, 2013USD ($) | May. 31, 2013USD ($) | Apr. 08, 2013USD ($) | Feb. 19, 2013USD ($) | Sep. 30, 2012USD ($) | Dec. 21, 2007USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015GBP (£) | Dec. 31, 2014GBP (£) | Sep. 30, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Jun. 30, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt | $ 1,430,335,000 | $ 1,441,916,000 | ||||||||||||||
Credit agreement, maximum borrowing capacity | $ 5,000,000 | |||||||||||||||
Credit facility outstanding amount | $ 0 | $ 0 | 0 | |||||||||||||
2.375% Senior Notes due 2018 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 550,000,000 | |||||||||||||||
Debt instrument, maturity date | Jun. 1, 2018 | Jun. 1, 2018 | ||||||||||||||
Long-term debt | $ 549,919,000 | $ 549,889,000 | ||||||||||||||
Senior notes maturity year | 2,018 | |||||||||||||||
Senior notes interest rate | 2.375% | 2.375% | 2.375% | 2.375% | ||||||||||||
Debt instrument maturity period | 5 years | 5 years | ||||||||||||||
3.750% Senior Notes due 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 550,000,000 | |||||||||||||||
Debt instrument, maturity date | Jun. 1, 2023 | Jun. 1, 2023 | ||||||||||||||
Long-term debt | $ 546,746,000 | $ 546,379,000 | ||||||||||||||
Senior notes maturity year | 2,023 | |||||||||||||||
Senior notes interest rate | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||||
Debt instrument maturity period | 10 years | 10 years | ||||||||||||||
NetSpend Holdings Inc | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Business acquisition, cost of acquired entity, purchase price | $ 1,396,550,000 | $ 1,396,550,000 | ||||||||||||||
Equipment And Software [Member] | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Lease term range | 1 year | |||||||||||||||
Equipment And Software [Member] | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Lease term range | 6 years | |||||||||||||||
Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement, maximum borrowing capacity | $ 200,000,000 | |||||||||||||||
Credit agreement term | 5 years | |||||||||||||||
Outstanding balance on the Credit Agreement | $ 175,000,000 | |||||||||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 1.125% | |||||||||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 1.00% | |||||||||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 1.75% | |||||||||||||||
Bridge Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Bridge loan facility, term | 364 days | |||||||||||||||
Debt instrument, fee amount | $ 5,900,000 | |||||||||||||||
Bridge Loan Facility | Before Amendment | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement commitment | $ 1,200,000,000 | |||||||||||||||
Unsecured revolving credit facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt | $ 150,000,000 | $ 252,000,000 | ||||||||||||||
Credit agreement, maximum borrowing capacity | $ 350,000,000 | |||||||||||||||
Credit agreement term | 5 years | 5 years | ||||||||||||||
Outstanding balance on the Credit Agreement | 120,000,000 | |||||||||||||||
Debt instrument maturity period | 5 years | |||||||||||||||
Unsecured revolving credit facility | Standby letters of credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement, maximum borrowing capacity | $ 50,000,000 | |||||||||||||||
Unsecured revolving credit facility | Swingline loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement, maximum borrowing capacity | 50,000,000 | |||||||||||||||
Unsecured revolving credit facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment fee | 0.08% | |||||||||||||||
Unsecured revolving credit facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unsecured revolving credit facility, increased additional borrowings | $ 350,000,000 | |||||||||||||||
Commitment fee | 0.15% | |||||||||||||||
Unsecured revolving credit facility | NetSpend Holdings Inc | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Outstanding balance on the Credit Agreement | 0 | |||||||||||||||
Proceeds from credit agreement, additional funding amount | $ 100,000,000 | |||||||||||||||
Financing agreement for perpetual software licenses | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | 30,000,000 | $ 13,600,000 | $ 13,600,000 | |||||||||||||
Financing agreement for perpetual software licenses | Licensing Agreement One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Financing agreement amount | $ 20,000,000 | |||||||||||||||
Financing agreement for perpetual software licenses | Licensing Agreement Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Balance of financing agreement | 11,900,000 | |||||||||||||||
Financing agreement amount | $ 8,600,000 | |||||||||||||||
Financing agreement amount repaid | 8,600,000 | |||||||||||||||
Financing agreement for perpetual software licenses | Licensing Agreement Three | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Balance of financing agreement | 300,000 | |||||||||||||||
Financing agreement amount | $ 11,900,000 | |||||||||||||||
Financing agreement for perpetual software licenses | Financing Agreement In September 2014 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Balance of financing agreement | 5,100,000 | |||||||||||||||
Financing agreement for perpetual software licenses | Financing Agreement In December 2015 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Balance of financing agreement | $ 30,000,000 | |||||||||||||||
LIBOR + 2.0%, unsecured term loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,900,000 | $ 1,400,000 | £ 1,300,000 | £ 900,000 | ||||||||||||
Debt instrument, maturity date | Dec. 7, 2017 | Dec. 7, 2017 | Dec. 7, 2017 | |||||||||||||
Long-term debt | $ 3,202,000 | $ 1,396,000 | ||||||||||||||
LIBOR + 2.0%, unsecured term loan | London Interbank Offered Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 2.00% | 2.00% | ||||||||||||||
LIBOR + 2.0%, unsecured term loan | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 2.00% | |||||||||||||||
Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, fee amount | $ 8,900,000 | |||||||||||||||
Debt instrument, discount | $ 4,300,000 | |||||||||||||||
LIBOR + 0.60%, unsecured term loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt | $ 168,000,000 | |||||||||||||||
Credit agreement term | 5 years | |||||||||||||||
Debt instrument, frequency of interest payments | 3 months | |||||||||||||||
LIBOR + 0.60%, unsecured term loan | London Interbank Offered Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 0.60% | |||||||||||||||
LIBOR + 0.60%, unsecured term loan | Minimum | London Interbank Offered Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 0.27% | |||||||||||||||
LIBOR + 0.60%, unsecured term loan | Maximum | London Interbank Offered Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, margin rate | 0.725% |
Required Annual Principal Payme
Required Annual Principal Payments on Long-term Debt (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2,016 | $ 50,364 |
2,017 | 143,305 |
2,018 | 690,000 |
2,019 | 0 |
2,020 | $ 0 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Capital Lease Obligations [Line Items] | ||
Capital lease obligations | $ 7,131 | $ 14,101 |
Less current portion | 3,468 | 7,127 |
Noncurrent portion of capital leases | $ 3,663 | $ 6,974 |
Future Minimum Lease Payments u
Future Minimum Lease Payments under Capital Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Schedule of Capital Lease Obligations [Line Items] | |
2,016 | $ 3,611 |
2,017 | 2,687 |
2,018 | 1,001 |
2,019 | 63 |
2,020 | 0 |
Total minimum lease payments | 7,362 |
Less amount representing interest | (231) |
Principal minimum lease payments | $ 7,131 |
Significant Components of Oth97
Significant Components of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities [Line Items] | ||
Deferred revenues | $ 39,863 | $ 41,773 |
Accrued expenses | 26,017 | 23,617 |
Dividends payable | 19,367 | 19,006 |
Other | 81,332 | 70,409 |
Total | $ 166,579 | $ 154,805 |
Components of Income Tax Expens
Components of Income Tax Expense Included in Consolidated Statements of Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current income tax expense: | |||
Federal | $ 139,228 | $ 126,203 | $ 74,327 |
State | 9,255 | 5,161 | 2,949 |
Foreign | 4,762 | 7,694 | 6,822 |
Total current income tax expense | 153,245 | 139,058 | 84,098 |
Deferred income tax expense (benefit): | |||
Federal | (2,198) | (3,623) | 27,447 |
State | 442 | (2,039) | (55) |
Foreign | (125) | (3,635) | (509) |
Total deferred income tax expense (benefit) | (1,881) | (9,297) | 26,883 |
Total income tax expense | $ 151,364 | $ 129,761 | $ 110,981 |
Components of Income Tax Before
Components of Income Tax Before Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of income before income tax expense: | |||
Domestic | $ 488,515 | $ 369,888 | $ 328,052 |
Foreign | 8,373 | 23,041 | 24,424 |
Income before income taxes and equity in income of equity investments | $ 496,888 | $ 392,929 | $ 352,476 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||
Statutory federal income tax rate | 35.00% | |
Deferred tax assets from net operating losses carryforwards | $ 4,500 | $ 5,900 |
Deferred tax assets from federal and state income tax credit carryforwards | 25,000 | 26,100 |
Valuation allowance for deferred income tax assets | 18,446 | 18,963 |
Decrease in valuation allowance for deferred income tax assets | (500) | |
Undistributed earnings | 83,900 | |
Decrease in liability for prior year uncertain tax position | 6,400 | |
Gross accrued interest and penalties on unrecognized tax benefits | 700 | 300 |
Unrecognized income tax benefits that, if recognized, would affect the effective tax rates | 13,200 | 6,500 |
Unrecognized income tax benefits that, if recognized, would affect the effective tax rates , interest and penalties | $ 500 | $ 200 |
Income Tax Expense Differed fro
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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Provision of Income Taxes [Line Items] | |||
Computed "expected" income tax expense | $ 173,911 | $ 137,525 | $ 123,367 |
International tax rate differential and equity income | 8,367 | 6,541 | 1,870 |
State income tax expense, net of federal income tax effect | 7,101 | 4,823 | 3,408 |
Increase (decrease) in valuation allowance | (517) | (4,550) | 1,715 |
Tax credits | (28,831) | (3,459) | (6,141) |
Deduction for domestic production activities | (11,550) | (8,750) | (8,225) |
Permanent differences and other, net | 2,883 | (2,369) | (5,013) |
Total income tax expense | $ 151,364 | $ 129,761 | $ 110,981 |
Temporary Differences between F
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 ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred income tax assets: | ||
Net operating loss and income tax credit carryforwards | $ 29,522 | $ 31,978 |
Allowances for doubtful accounts and billing adjustments | 1,399 | 1,328 |
Deferred revenue | 31,713 | 31,240 |
Share-based compensation | 22,088 | 24,449 |
Other, net | 34,673 | 24,743 |
Total deferred income tax assets | 119,395 | 113,738 |
Less valuation allowance for deferred income tax assets | (18,446) | (18,963) |
Net deferred income tax assets | 100,949 | 94,775 |
Deferred income tax liabilities: | ||
Excess tax over financial statement depreciation | (61,161) | (53,527) |
Computer software development costs | (82,835) | (67,703) |
Purchase accounting adjustments | (114,171) | (136,701) |
Foreign currency translation | (4,522) | (7,642) |
Other, net | (24,462) | (18,830) |
Total deferred income tax liabilities | (287,151) | (284,403) |
Net deferred income tax liabilities | (186,202) | (189,628) |
Total net deferred tax assets (liabilities): | ||
Current | 24,670 | 15,190 |
Noncurrent | (210,872) | (204,818) |
Net deferred income tax liabilities | $ (186,202) | $ (189,628) |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($) | [1] | |
Reconciliation of Unrecognized Tax Benefits [Line Items] | ||
Beginning balance | $ 6.7 | |
Additions based on tax positions related to current year | 2.3 | |
Additions for tax positions of prior years | 4.7 | |
Reductions for tax positions of prior years | (0.6) | |
Net, current activity | 6.4 | |
Ending balance | $ 13.1 | |
[1] | Unrecognized state tax liabilities are not adjusted for the federal tax impact |
Future Minimum Lease Payment104
Future Minimum Lease Payments Under Noncancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,016 | $ 121,892 |
2,017 | 117,137 |
2,018 | 101,413 |
2,019 | 99,426 |
2,020 | 30,733 |
Thereafter | 22,716 |
Total future minimum lease payments | $ 493,317 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | |||
Rental expense under all operating leases | $ 124,800,000 | $ 105,200,000 | $ 93,400,000 |
Estimated gross settlement exposure | 9,900,000 | ||
Cardholders' overdrawn account balances | 17,900,000 | 14,000,000 | |
Cardholders' loss reserve | 9,400,000 | 6,300,000 | |
Recognized gain on investment | 4,038,000 | 793,000 | 966,000 |
MetaBank | |||
Loss Contingencies [Line Items] | |||
Advance on behalf of cardholders | 1,000,000 | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Cardholder overdraft limit | 10 | ||
Private Equity Funds | |||
Loss Contingencies [Line Items] | |||
Contributions made | 15,000,000 | 10,800,000 | |
Investments, including gains | 17,600,000 | 11,900,000 | |
Recognized gain on investment | 4,000,000 | $ 800,000 | $ 1,000,000 |
Private Equity Funds | Maximum | |||
Loss Contingencies [Line Items] | |||
Commitment to invest | $ 20,000,000 | ||
Percentage of ownership interests | 50.00% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
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 Expens
Contributions Charged to Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
TSYS Retirement Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contributions charged to expense | $ 24,169 | $ 17,531 | $ 14,506 |
TSYS Stock Repurchase Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contributions charged to expense | $ 1,378 | $ 1,288 | $ 1,236 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividends on common stock | $ 73.7 | $ 74.8 | $ 56.5 |
Summary of Equity Compensation
Summary of Equity Compensation Plans (Detail) - Equity compensation plans not approved by security holders shares in Thousands | Dec. 31, 2015$ / sharesshares | |
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 | 4,475 | |
Weighted-average exercise price of outstanding options, warrants and rights | $ / shares | $ 28.07 | [1] |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | 8,550 | [2] |
[1] | Weighted-average exercise price represents 2,887 thousand options only and does not include performance shares and other awards that have no exercise price. | |
[2] | 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. |
Summary of Equity Compensati110
Summary of Equity Compensation Plans (Parenthetical) (Detail) - shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding at end of year | 2,887 | 4,892 | 5,752 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 18, 2013USD ($)shares | Jul. 01, 2013USD ($)$ / sharesshares | Jul. 31, 2013shares | Dec. 31, 2015USD ($)Installment$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equal annual installments of stock options exercisable | Installment | 3 | ||||||
Expiration period of employee stock option | 10 years | ||||||
Share-based compensation | $ | $ 41,549 | $ 30,790 | $ 28,933 | ||||
Shares of common stock issued | 2,017,865 | ||||||
Average fair value of option grant | $ / shares | $ 8.27 | $ 7.66 | $ 9.48 | ||||
Exercise price | $ / shares | $ 39.01 | $ 30.96 | $ 17.42 | ||||
Risk-free interest rate | 1.73% | 2.01% | 1.31% | ||||
Expected volatility | 20.80% | 25.06% | 26.81% | ||||
Expected term | 6 years 3 months 18 days | 6 years 6 months | 6 years | ||||
Dividend yield | 1.04% | 1.29% | 1.64% | ||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Required service period for retirement eligible employees | 12 months | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Required service period for retirement eligible employees | 18 months | ||||||
2015 Performance Share Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements | $ | $ 11,000 | ||||||
2015 Market-Based Share Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements | $ | $ 1,500 | ||||||
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 | ||||||
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 | ||||||
Performance Shares | 2014 Performance Shares | attained in 2016 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of performance shares grant expected to vest | 200.00% | ||||||
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 | $ | $ 2,900 | ||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements, remaining weighted average recognition period | 1 year 6 months | ||||||
Average fair value of option grant | $ / shares | $ 8.27 | $ 7.66 | $ 9.48 | ||||
Exercise price | $ / shares | [1] | $ 39.01 | $ 30.96 | $ 17.42 | |||
Stock Options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period of employee stock option | 10 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 | ||||||
Average fair value of option grant | $ / shares | $ 12.93 | ||||||
Exercise price | $ / shares | $ 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 | $ | $ 22,800 | ||||||
Unrecognized compensation cost related to non vested share-based compensation arrangements, remaining weighted average recognition period | 1 year 10 months 24 days | ||||||
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 | ||||||
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 | ||||||
Performance-based Replacement Stock Award | NetSpend Holdings Inc | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock issued | 225,000 | ||||||
[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 $13.7 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summary of Number of Shares Gra
Summary of Number of Shares Granted Each Year (Detail) - Unvested Restricted Awards - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares | [1] | 388,211 | 672,724 | 1,667,246 |
Market value | $ 14.9 | $ 20.6 | $ 41.3 | |
[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 - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Shares | ||||
Outstanding at beginning of year | 1,769,000 | 1,783,000 | 554,000 | |
Granted | [1] | 388,211 | 672,724 | 1,667,246 |
Vested | (930,000) | (602,000) | (328,000) | |
Forfeited/canceled | (81,000) | (85,000) | (110,000) | |
Outstanding at end of year | 1,146,000 | 1,769,000 | 1,783,000 | |
Weighted Average Grant-Date Fair Value | ||||
Outstanding at beginning of year | $ 26.75 | $ 24.19 | $ 19.96 | |
Granted | [1] | 38.38 | 30.67 | 24.75 |
Vested | 26.05 | 23.74 | 19.95 | |
Forfeited/canceled | 28.78 | 25.47 | 23.82 | |
Outstanding at end of year | $ 31.11 | $ 26.75 | $ 24.19 | |
[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 $21.5 million. A portion of the expense associated with these options has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summarized Status of Nonvest114
Summarized Status of Nonvested Shares and Changes during Periods (Parenthetical) (Detail) - Unvested Restricted Awards - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of stock awards granted in connection with acquisition | [1] | 388,211 | 672,724 | 1,667,246 |
Market value of stock awarded granted in connection with acquisition | $ 14.9 | $ 20.6 | $ 41.3 | |
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 | $ 21.5 | |||
[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 Performance- and Mar
Summary of Performance- and Market- Based Awards Granted (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Granted | 613,473 | 1,046,372 | 1,939,796 |
Market Based Share Awards | 2015 Market-Based Share Plan | Performance Period Ending July 2016, 2017 and 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | Total Shareholder Return | ||
Number of Shares Granted | 25,000 | ||
Period Expensed Through | 2018-07 | ||
Market Based Share Awards | 2015 Market-Based Share Plan | Performance Period Ending December 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | Total Shareholder Return | ||
Number of Shares Granted | 57,982 | ||
Period Expensed Through | 2017-12 | ||
Performance Shares | 2015 Performance Share Plan | Performance Period Ending December 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | Adjusted EPS | ||
Number of Shares Granted | 135,289 | ||
Period Expensed Through | 2017-12 | ||
Performance Shares | 2015 Performance Share Plan | Performance Period Ending December 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | Revenues before Reimbursable Items and Adjusted EPS | ||
Number of Shares Granted | 165,543 | ||
Period Expensed Through | 2018-12 | ||
Performance Shares | 2014 Performance Shares | Performance Period Ending December 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | Revenues before Reimbursable Items and Adjusted EPS | ||
Number of Shares Granted | 211,593 | ||
Period Expensed Through | 2016-12 | ||
Performance Shares | 2013 Performance-Based Share Plan | Performance Period Ending December 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | NetSpend Revenues and NetSpend Operating Income | ||
Number of Shares Granted | 87,356 | ||
Period Expensed Through | 2015-12 | ||
Performance Shares | 2013 Performance-Based Share Plan | Performance Period Ending December 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Measure | Revenues before Reimbursable Items and Income from Continuing Operations | ||
Number of Shares Granted | 237,679 | ||
Period Expensed Through | 2015-12 |
Summary of Awards Authorized (D
Summary of Awards Authorized (Detail) - Performance Shares - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Number of Shares Awarded | 383,814 | 211,593 | 563,803 |
Potential Number of Performance-Based Shares to be Vested | 526,879 | 211,593 | 400,539 |
Potential Number of Performance-Based Shares to be Vested period | 2,018 | 2,017 | 2,016 |
Summarized Status of Performanc
Summarized Status of Performance-based Nonvested Shares and Changes during Period (Detail) - Performance Shares - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Shares | ||||
Outstanding at beginning of year | 766 | 1,049 | 809 | |
Granted | [1] | 384 | 211 | 564 |
Vested | (241) | (258) | (324) | |
Forfeited/canceled | 9 | (236) | ||
Outstanding at end of year | 918 | 766 | 1,049 | |
Weighted Average Grant Date Fair Value | ||||
Outstanding at beginning of year | $ 25.86 | $ 22.75 | $ 18.76 | |
Granted | [1] | 36.84 | 30.89 | 24.88 |
Vested | 22.92 | 17.57 | 15.93 | |
Forfeited/canceled | 22.20 | 25.62 | ||
Outstanding at end of year | $ 31.19 | $ 25.86 | $ 22.75 | |
[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 $2.2 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summarized Status of Perform118
Summarized Status of Performance-based Nonvested Shares and Changes during Period (Parenthetical) (Detail) - Performance Shares - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of stock awards granted in connection with acquisition | [1] | 384,000 | 211,000 | 564,000 |
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 Ass
Summary of Weighted Average Assumptions and Fair Value of Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 613,473 | 1,046,372 | 1,939,796 |
Weighted average exercise price | $ 39.01 | $ 30.96 | $ 17.42 |
Risk-free interest rate | 1.73% | 2.01% | 1.31% |
Expected volatility | 20.80% | 25.06% | 26.81% |
Expected term (years) | 6 years 3 months 18 days | 6 years 6 months | 6 years |
Dividend yield | 1.04% | 1.29% | 1.64% |
Weighted average fair value | $ 8.27 | $ 7.66 | $ 9.48 |
Summary of Stock Option Activit
Summary of Stock Option Activity and Changes during Year (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Options: | ||||
Granted | 613,473 | 1,046,372 | 1,939,796 | |
Weighted Average Exercise Price | ||||
Granted | $ 39.01 | $ 30.96 | $ 17.42 | |
Weighted average fair value of options granted during the year | $ 8.27 | $ 7.66 | $ 9.48 | |
Stock Options | ||||
Options: | ||||
Outstanding at beginning of year | 4,892,000 | 5,752,000 | 6,065,000 | |
Granted | [1] | 613,000 | 1,046,000 | 1,940,000 |
Exercised | (2,586,000) | (1,850,000) | (2,177,000) | |
Forfeited/canceled | (32,000) | (56,000) | (76,000) | |
Outstanding at end of year | 2,887,000 | 4,892,000 | 5,752,000 | |
Options exercisable at year-end | 1,439,000 | 2,781,000 | 3,232,000 | |
Weighted Average Exercise Price | ||||
Outstanding at beginning of year | $ 23.83 | $ 20.96 | $ 21.27 | |
Granted | [1] | 39.01 | 30.96 | 17.42 |
Exercised | 22.68 | 18.79 | 18.75 | |
Forfeited/canceled | 20.79 | 28.88 | 16.78 | |
Outstanding at end of year | 28.07 | 23.83 | 20.96 | |
Options exercisable at year-end | 25.17 | 22.86 | 23.02 | |
Weighted average fair value of options granted during the year | $ 8.27 | $ 7.66 | $ 9.48 | |
Average remaining contractual life (in years) | 7 years 9 months 18 days | |||
Aggregate intrinsic value (in thousands) | $ 62,738 | |||
Average remaining contractual life (in years) | 7 years 2 months 12 days | |||
Aggregate intrinsic value (in thousands) | $ 35,434 | |||
[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 $13.7 million. A portion of the expense associated with these awards has been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 24. |
Summary of Stock Option Acti121
Summary of Stock Option Activity and Changes during Year (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of stock awards granted in connection with acquisition | 613,473 | 1,046,372 | 1,939,796 |
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 Exercis
Summary of Stock Option Exercises (Detail) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Exercised and Issued from Treasury | 2,586 | 1,850 | 2,177 |
Intrinsic Value | $ 67,702 | $ 22,883 | $ 16,580 |
Summary of Shares Held as Treas
Summary of Shares Held as Treasury Stock and Related Carrying Value (Detail) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Equity, Class of Treasury Stock [Line Items] | |||
Number of Treasury Shares | 19,988 | 17,836 | 15,073 |
Treasury Shares Cost | $ 641,664 | $ 453,230 | $ 326,996 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2015 | Nov. 30, 2015 | Jan. 31, 2014 | Apr. 30, 2010 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 27, 2015 | ||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Expiration date of shares authorized to be repurchased under stock repurchase plan | Apr. 30, 2015 | |||||||||
Purchase of treasury shares (in shares) | 1,000 | [1] | 3,000,000 | 3,001,000 | 5,200,000 | 5,200,000 | 3,100,000 | |||
Stock repurchase value | $ 242.1 | $ 165.3 | $ 97.6 | |||||||
Repurchase of common stock, average cost per share | $ 49.80 | $ 52.85 | $ 52.85 | $ 47.01 | $ 31.79 | $ 31.48 | ||||
Treasury stock acquired as a result of share withholding for taxes | 3,344 | 162,489 | ||||||||
Value of treasury stock acquired as a result of share withholding for taxes | $ 0.2 | $ 5.2 | ||||||||
Maximum | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Shares authorized to be repurchased under stock repurchase plan | 28,000,000 | 10,000,000 | 20,000,000 | |||||||
Time shares may be purchased | 2 years | |||||||||
[1] | Consists of delivery of shares to TSYS on vesting of shares to pay taxes. |
Purchases of Common Stock on Mo
Purchases of Common Stock on Monthly Basis (Detail) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2015 | ||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Total Number of Shares Purchased | 1,000 | [1] | 3,000,000 | 3,001,000 | 5,200,000 | 5,200,000 | 3,100,000 | |
Average Price Paid per Share | $ 49.80 | $ 52.85 | $ 52.85 | $ 47.01 | $ 31.79 | $ 31.48 | ||
Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs | 5,150,000 | 5,150,000 | 5,150,000 | 5,150,000 | 2,150,000 | |||
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | 14,850,000 | 14,850,000 | 14,850,000 | 14,850,000 | 17,850,000 | |||
[1] | Consists of delivery of shares to TSYS on vesting of shares to pay taxes. |
Income Tax Effects Allocated to
Income Tax Effects Allocated to and Cumulative Balance of Accumulated Other Comprehensive Income (loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ (11,926) | $ 3,749 | $ 1,408 | $ (445) |
Pretax amount | (23,269) | (17,280) | 4,441 | 2,272 |
Tax effect | (1,651) | (1,605) | 2,100 | 419 |
Net-of- tax | (21,618) | (15,675) | 2,341 | 1,853 |
Ending Balance | (33,544) | (11,926) | 3,749 | 1,408 |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (13,592) | 2,004 | 3,332 | |
Pretax amount | (22,997) | (17,143) | (295) | |
Tax effect | (1,548) | (1,547) | 1,033 | |
Net-of- tax | (21,449) | (15,596) | (1,328) | |
Ending Balance | (35,041) | (13,592) | 2,004 | 3,332 |
Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 28 | 28 | 28 | |
Ending Balance | 28 | 28 | 28 | 28 |
Gain on available for sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 1,105 | 1,773 | ||
Pretax amount | 2,177 | (1,058) | 2,810 | |
Tax effect | 779 | (390) | 1,037 | |
Net-of- tax | 1,398 | (668) | 1,773 | |
Ending Balance | 2,503 | 1,105 | 1,773 | |
Change in AOCI related to postretirement healthcare plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 533 | (56) | (1,952) | |
Pretax amount | (2,449) | 921 | 1,926 | |
Tax effect | (882) | 332 | 30 | |
Net-of- tax | (1,567) | 589 | 1,896 | |
Ending Balance | $ (1,034) | $ 533 | $ (56) | $ (1,952) |
Operating Segments (Detail)
Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | $ 2,499,349 | $ 2,192,978 | $ 1,823,708 |
Revenue for reportable segment | 2,779,541 | 2,446,877 | 2,064,305 |
Depreciation and amortization | 258,264 | 246,620 | 199,026 |
Operating income | 534,107 | 431,640 | 382,500 |
Total assets | 3,908,300 | 3,733,581 | |
North America Services | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 1,305,999 | 1,102,316 | 987,006 |
International Services | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 344,030 | 352,196 | 334,764 |
Merchant Services | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 549,135 | 509,679 | 534,683 |
NetSpend | |||
Segment Reporting Information [Line Items] | |||
Revenue for reportable segment | 580,377 | 482,686 | 207,851 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 163,390 | 147,502 | 131,343 |
Operating income | 777,213 | 669,792 | 585,683 |
Operating Segments | North America Services | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 1,147,254 | 954,082 | 860,645 |
Revenue for reportable segment | 1,334,258 | 1,117,764 | 1,000,073 |
Depreciation and amortization | 99,544 | 86,513 | 74,480 |
Operating income | 429,064 | 351,512 | 321,619 |
Total assets | 3,516,328 | 3,327,160 | |
Operating Segments | International Services | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 331,159 | 341,785 | 321,484 |
Revenue for reportable segment | 354,725 | 363,359 | 341,549 |
Depreciation and amortization | 34,892 | 38,909 | 41,708 |
Operating income | 60,087 | 55,123 | 42,068 |
Total assets | 348,714 | 356,590 | |
Operating Segments | Merchant Services | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 474,040 | 435,649 | 446,277 |
Revenue for reportable segment | 549,369 | 510,120 | 533,050 |
Depreciation and amortization | 18,268 | 14,571 | 12,034 |
Operating income | 150,225 | 134,872 | 155,643 |
Total assets | 689,781 | 695,744 | |
Operating Segments | NetSpend | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | 580,377 | 482,686 | 207,851 |
Revenue for reportable segment | 580,377 | 482,686 | 207,851 |
Depreciation and amortization | 10,686 | 7,509 | 3,121 |
Operating income | 137,837 | 128,285 | 66,353 |
Total assets | 1,504,740 | 1,556,369 | |
Intersegment Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues before reimbursable items | (33,481) | (21,224) | (12,549) |
Revenue for reportable segment | (39,188) | (27,052) | (18,218) |
Total assets | (2,151,263) | (2,202,282) | |
Segment Reconciling Items | Acquisition Related Intangible Assets | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 92,522 | 96,971 | 65,893 |
Operating income | (92,522) | (96,971) | (65,893) |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 2,352 | 2,147 | 1,790 |
Corporate, Non-Segment | NetSpend | |||
Segment Reporting Information [Line Items] | |||
Operating income | (3,217) | (14,220) | |
Corporate, Non-Segment | Share Based Compensation | |||
Segment Reporting Information [Line Items] | |||
Operating income | (41,549) | (30,790) | (28,933) |
Corporate, Non-Segment | Corporate Administration | |||
Segment Reporting Information [Line Items] | |||
Operating income | $ (109,035) | $ (107,174) | $ (94,137) |
Property and Equipment, Net of
Property and Equipment, Net of Accumulated Depreciation and Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | $ 289,898 | $ 290,585 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | 241,814 | 237,865 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | 41,953 | 45,503 |
Other | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation and amortization | $ 6,131 | $ 7,217 |
Reconciliation of Geographic Re
Reconciliation of Geographic Revenues to External Revenues by Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,779,541 | $ 2,446,877 | $ 2,064,305 | |
Total revenues, percentage | 100.00% | 100.00% | 100.00% | |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,110,044 | $ 1,770,199 | $ 1,454,042 | |
Total revenues, percentage | 75.90% | 72.30% | 70.40% | |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | $ 304,650 | $ 305,089 | $ 294,577 |
Total revenues, percentage | [1] | 11.00% | 12.50% | 14.30% |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 289,083 | $ 290,496 | $ 243,153 | |
Total revenues, percentage | 10.40% | 11.90% | 11.80% | |
Mexico | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 16,558 | $ 16,216 | $ 16,513 | |
Total revenues, percentage | 0.60% | 0.70% | 0.80% | |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | $ 59,206 | $ 64,877 | $ 56,020 |
Total revenues, percentage | [1] | 2.10% | 2.70% | 2.70% |
North America Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 1,305,999 | $ 1,102,316 | $ 987,006 | |
North America Services | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 981,588 | 778,766 | 712,252 | |
North America Services | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | 796 | 781 | 774 |
North America Services | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 288,728 | 290,248 | 242,975 | |
North America Services | Mexico | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 16,558 | 16,216 | 16,513 | |
North America Services | Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | 18,329 | 16,305 | 14,492 |
International Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 344,030 | 352,196 | 334,764 | |
International Services | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | 303,832 | 304,308 | 293,803 |
International Services | Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | 40,198 | 47,888 | 40,962 |
Merchant Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 549,135 | 509,679 | 534,683 | |
Merchant Services | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 548,079 | 508,747 | 533,939 | |
Merchant Services | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | 22 | ||
Merchant Services | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 355 | 248 | 178 | |
Merchant Services | Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1] | 679 | 684 | 566 |
NetSpend | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 580,377 | 482,686 | 207,851 | |
NetSpend | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 580,377 | $ 482,686 | $ 207,851 | |
[1] | Revenues are impacted by movements in foreign currency exchange rates |
Segment Reporting and Major Cus
Segment Reporting and Major Customers - Additional Information (Detail) - Customer | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Entity-wide revenue, major customer, number | 0 | 0 | 0 |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Supplemental cash flow information: | ||||
Equipment and software acquired under capital lease obligations | $ 4.1 | $ 17.9 | $ 14.8 | |
Financing agreement for perpetual software licenses | ||||
Supplemental cash flow information: | ||||
Financing agreement amount | $ 30 | $ 13.6 | $ 13.6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ / shares in Units, $ in Thousands, shares in Millions | Jul. 01, 2013USD ($)Shareholder$ / sharesshares | Jun. 01, 2013USD ($) | Feb. 28, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||||
Replacement stock options and awards fair value | $ 37,400 | |||||
Goodwill | $ 1,545,424 | $ 1,547,397 | ||||
Business acquisition, noncontrolling interest, redemption period | 2,017 | |||||
Business acquisition, noncontrolling interest, redemption value | $ 23,400 | |||||
CPAY | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of Additional Equity Interest Acquired | 15.00% | |||||
Amount paid to acquire additional Equity Interest | $ 37,500 | |||||
Percentage of equity interest | 25.00% | |||||
Noncontrolling interest | 25.00% | |||||
CPAY | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of equity interest | 60.00% | |||||
CPAY | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of equity interest | 75.00% | |||||
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 | $ 1,396,550 | ||||
Business acquisition, cash paid | $ 1,355,270 | |||||
Share price per share | $ / shares | $ 16 | |||||
Shares held by dissenting shareholders | shares | 1.6 | |||||
Value of shares held by dissenting shareholders | $ 25,700 | |||||
Number of shareholders | Shareholder | 5 | |||||
Goodwill | $ 1,024,434 | $ 1,000,000 | ||||
Addition to purchase price allocation | $ 627 | 8,500 | ||||
Increase in goodwill | 8,500 | |||||
Identifiable intangible assets | 480,086 | |||||
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 | 14,200 | ||||
NetSpend Holdings Inc | Dissenting Shareholders | ||||||
Business Acquisition [Line Items] | ||||||
Settlement for lawsuit | $ 38,600 | |||||
NetSpend Holdings Inc | Repayment of Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash paid | 58,300 | |||||
NetSpend Holdings Inc | Prior To Acquisition Date | ||||||
Business Acquisition [Line Items] | ||||||
Replacement stock options and awards | 11,100 | |||||
Replacement stock options and awards fair value | 15,600 | |||||
NetSpend Holdings Inc | Shareholders | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash paid | 1,200,000 | |||||
NetSpend Holdings Inc | Holders of Stock Options and Awards | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash paid | 70,700 | |||||
NetSpend Holdings Inc | Replacement Stock Options and Awards | ||||||
Business Acquisition [Line Items] | ||||||
Replacement stock options and awards | $ 15,600 | |||||
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 |
Awards and Estimated Fair Value
Awards and Estimated Fair Value of Awards Issued in Acquisition of Net Spend (Detail) $ in Millions | Jul. 01, 2013USD ($)shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | shares | 2,017,865 |
Fair Value | $ | $ 37.4 |
Time Based Restricted Stock | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Number of Shares, Options and Units Issued | shares | 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 | shares | 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 | shares | 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 | shares | 87,356 |
Fair Value | $ | $ 2.2 |
Amounts of Assets Acquired and
Amounts of Assets Acquired and Liabilities Assumed Recognized (Detail) - USD ($) $ in Thousands | Jul. 01, 2013 | Jun. 01, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||
Goodwill | $ 1,545,424 | $ 1,547,397 | ||||
NetSpend Holdings Inc | ||||||
Consideration | ||||||
Cash | $ 1,355,270 | |||||
Equity instruments | 15,557 | |||||
Dissenting shareholder liability | [1] | 25,723 | ||||
Fair value of total consideration transferred | 1,396,550 | $ 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 | $ 1,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 1,396,550 | |||||
[1] | Represents 1.6 million NetSpend shares held by dissenting shareholders |
Amounts of Assets Acquired a135
Amounts of Assets Acquired and Liabilities Assumed Recognized (Parenthetical) (Detail) shares in Millions | Jul. 01, 2013shares |
NetSpend Holdings Inc | |
Business Acquisition [Line Items] | |
Dissenting shareholder, shares | 1.6 |
Estimated Fair Value of Identif
Estimated Fair Value of Identifiable Intangible Assets Acquired (Detail) $ in Thousands | Jul. 01, 2013USD ($) |
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 |
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 | 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 |
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 | 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 |
Trade name | |
Schedule Of Acquired Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Acquired intangible assets,weighted average useful lives | 5 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 |
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 |
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 | 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 |
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 ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 2,779,541 | $ 2,446,877 | $ 2,064,305 | |
Net income attributable to TSYS common shareholders | $ 364,044 | $ 322,872 | $ 244,750 | |
Basic EPS attributable to TSYS common shareholders | [1] | $ 1.98 | $ 1.73 | $ 1.30 |
Diluted EPS attributable to TSYS common shareholders | [1] | $ 1.97 | $ 1.72 | $ 1.29 |
NetSpend Holdings Inc | ||||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 2,064,305 | |||
Net income attributable to TSYS common shareholders | $ 244,750 | |||
Basic EPS attributable to TSYS common shareholders | $ 1.30 | |||
Diluted EPS attributable to TSYS common shareholders | $ 1.29 | |||
Revenue | $ 2,286,348 | |||
Net income attributable to TSYS common shareholders | $ 239,775 | |||
Basic EPS attributable to TSYS common shareholders | $ 1.28 | |||
Diluted EPS attributable to TSYS common shareholders | $ 1.27 | |||
[1] | EPS amounts may not total due to rounding |
Collaborative Arrangement - Add
Collaborative Arrangement - Additional Information (Detail) | Dec. 31, 2015 |
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 ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Basic EPS: | ||||
Net income | $ 364,044 | $ 322,872 | $ 244,750 | |
Basic EPS(a)/(b) | [1] | $ 1.98 | $ 1.73 | $ 1.30 |
Diluted EPS: | ||||
Net income | $ 364,044 | $ 322,872 | $ 244,750 | |
Diluted EPS(c)/(d) | [1] | $ 1.97 | $ 1.72 | $ 1.29 |
Common Stock | ||||
Basic EPS: | ||||
Net income | $ 364,044 | $ 322,872 | $ 244,750 | |
Less income allocated to nonvested awards | (3,164) | (3,308) | (1,595) | |
Net income allocated to common stock for EPS calculation(a) | $ 360,880 | $ 319,564 | $ 243,155 | |
Average common shares outstanding(b) | 182,465 | 184,297 | 187,145 | |
Basic EPS(a)/(b) | $ 1.98 | $ 1.73 | $ 1.30 | |
Diluted EPS: | ||||
Net income | $ 364,044 | $ 322,872 | $ 244,750 | |
Less income allocated to nonvested awards | (3,148) | (3,288) | (1,585) | |
Net income allocated to common stock for EPS calculation(c) | $ 360,896 | $ 319,584 | $ 243,165 | |
Average common shares outstanding | 182,465 | 184,297 | 187,145 | |
Increase due to assumed issuance of shares related to common equivalent shares outstanding | 1,157 | 1,459 | 1,648 | |
Average common and common equivalent shares outstanding(d) | 183,622 | 185,756 | 188,793 | |
Diluted EPS(c)/(d) | $ 1.97 | $ 1.72 | $ 1.29 | |
Participating Securities | ||||
Basic EPS: | ||||
Less income allocated to nonvested awards | $ 3,164 | $ 3,308 | $ 1,595 | |
Net income allocated to common stock for EPS calculation(a) | $ 3,164 | $ 3,308 | $ 1,595 | |
Average common shares outstanding(b) | 1,617 | 1,925 | 1,246 | |
Basic EPS(a)/(b) | $ 1.96 | $ 1.72 | $ 1.28 | |
Diluted EPS: | ||||
Less income allocated to nonvested awards | $ 3,148 | $ 3,288 | $ 1,585 | |
Net income allocated to common stock for EPS calculation(c) | $ 3,148 | $ 3,288 | $ 1,585 | |
Average common shares outstanding | 1,617 | 1,925 | 1,246 | |
Average common and common equivalent shares outstanding(d) | 1,617 | 1,925 | 1,246 | |
Diluted EPS(c)/(d) | $ 1.95 | $ 1.71 | $ 1.27 | |
[1] | EPS amounts may not total due to rounding |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Computation of Earnings Per Share [Line Items] | |||
Convertible stock options and nonvested awards excluded from diluted EPS calculation | 0.6 | 1.1 | 2.9 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 23, 2016 | Jan. 26, 2016 | Sep. 30, 2012 | Dec. 31, 2013 | Feb. 19, 2013 |
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||
Unsecured revolving credit facility | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | $ 350,000,000 | ||||
Debt instrument maturity period | 5 years | ||||
Unsecured revolving credit facility | Standby letters of credit | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | $ 50,000,000 | ||||
Bridge Loan Facility | Before Amendment | |||||
Subsequent Event [Line Items] | |||||
Bridge loan facility, term | $ 1,200,000,000 | ||||
Subsequent Event | Term Loan | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | $ 700,000,000 | ||||
Debt instrument maturity period | 5 years | ||||
Subsequent Event | Term Loan | Refinancing Term Loan | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | $ 300,000,000 | ||||
Subsequent Event | Term Loan | Delayed Draw Term Loan | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | 400,000,000 | ||||
Subsequent Event | Unsecured revolving credit facility | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | 800,000,000 | ||||
Subsequent Event | Unsecured revolving credit facility | Standby letters of credit | |||||
Subsequent Event [Line Items] | |||||
Credit facility, Maximum Borrowing Capacity | 50,000,000 | ||||
Subsequent Event | Bridge Loan Facility | |||||
Subsequent Event [Line Items] | |||||
Bridge loan facility, term | 1,150,000,000 | ||||
Line of Credit, Current | 350,000,000 | ||||
Subsequent Event | Bridge Loan Facility | Before Amendment | |||||
Subsequent Event [Line Items] | |||||
Bridge loan facility, term | $ 2,000,000,000 | ||||
Subsequent Event | TransFirst | |||||
Subsequent Event [Line Items] | |||||
Cash transaction | $ 2,400,000,000 | ||||
Indebtedness | 2,400,000,000 | ||||
Subsequent Event | TransFirst | Bridge Loan | |||||
Subsequent Event [Line Items] | |||||
Indebtedness | $ 2,000,000,000 |