Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | TOTAL SYSTEM SERVICES INC | ||
Entity Central Index Key | 721,683 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 176,915,530 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 9,575,381,000 | ||
Trading Symbol | tss | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents (Note 4) | $ 471,156 | $ 450,357 |
Accounts receivable, net of allowances for doubtful accounts and billing adjustments of $6.0 million and $5.9 million as of 2018 and 2017, respectively | 450,322 | 412,322 |
Contract assets (Note 2) | 30,950 | |
Prepaid expenses and other current assets (Note 5) | 188,355 | 216,565 |
Total current assets | 1,140,783 | 1,079,244 |
Contract assets (Note 2) | 47,839 | |
Goodwill (Note 6) | 4,114,838 | 3,264,071 |
Other intangible assets, net of accumulated amortization of $802.0 million and $600.9 million as of 2018 and 2017, respectively (Note 7) | 796,702 | 727,146 |
Intangible assets - computer software, net of accumulated amortization of $893.4 million and $849.3 million as of 2018 and 2017, respectively (Note 8) | 534,536 | 383,715 |
Property and equipment, net of accumulated depreciation and amortization of $522.7 million and $521.1 million as of 2018 and 2017, respectively (Note 9) | 383,074 | 325,218 |
Contract cost assets, net of accumulated amortization (Notes 1 and 10) | 145,598 | 258,665 |
Equity investments, net (Note 11) | 180,661 | 163,518 |
Deferred income tax assets (Note 14) | 7,773 | 6,091 |
Other assets | 116,905 | 124,021 |
Total assets | 7,468,709 | 6,331,689 |
Current liabilities: | ||
Current portion of long-term borrowings (Note 12) | 20,807 | 559,050 |
Accounts payable | 97,956 | 62,310 |
Contract liabilities (Note 2) | 47,227 | 52,913 |
Accrued salaries and employee benefits | 73,143 | 82,135 |
Current portion of obligations under capital leases and license agreements (Note 12) | 8,318 | 6,762 |
Other current liabilities (Note 13) | 268,150 | 225,922 |
Total current liabilities | 515,601 | 989,092 |
Long-term borrowings, excluding current portion (Note 12) | 3,843,394 | 2,591,949 |
Deferred income tax liabilities | 380,278 | 238,317 |
Contract liabilities (Note 2) | 21,489 | 48,526 |
Obligations under capital leases and license agreements, excluding current portion (Note 12) | 46,147 | 36,053 |
Other long-term liabilities | 75,894 | 71,070 |
Total liabilities | 4,882,803 | 3,975,007 |
Redeemable noncontrolling interest in consolidated subsidiary (Note 23) | 115,689 | |
Commitments and contingencies (Note 15) | ||
Shareholders' Equity | ||
Common stock- $0.10 par value. Authorized 600,000 shares; 202,765 issued as of 2018 and 2017; 180,586 and 180,903 outstanding as of 2018 and 2017, respectively | 20,277 | 20,277 |
Additional paid-in capital | 189,889 | 162,806 |
Accumulated other comprehensive loss, net (Note 20) | (60,223) | (36,148) |
Treasury stock, at cost (22,179 and 21,862 shares as of 2018 and 2017, respectively)(Note 19) | (1,042,687) | (909,960) |
Retained earnings | 3,478,650 | 3,004,018 |
Total shareholders' equity | 2,585,906 | 2,240,993 |
Total liabilities and shareholders' equity | $ 7,468,709 | $ 6,331,689 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets | ||
Accounts receivable, allowances for doubtful accounts and billing adjustments | $ 6,000 | $ 5,900 |
Other intangible assets, accumulated amortization | 802,024 | 600,888 |
Intangible assets - computer software, accumulated amortization | 893,421 | 849,283 |
Property and equipment, accumulated depreciation and amortization | $ 522,748 | $ 521,084 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 202,765,000 | 202,765,000 |
Common stock, outstanding (in shares) | 180,586,000 | 180,903,000 |
Treasury stock (in shares) | 22,179,000 | 21,862,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Income | |||
Total revenues (Notes 1, 2 and 21) | $ 4,028,211 | $ 4,927,965 | $ 4,170,077 |
Cost of services (Note 1) | 2,492,482 | 3,577,320 | 2,993,062 |
Selling, general and administrative expenses | 712,991 | 616,601 | 603,633 |
Total operating expenses | 3,205,473 | 4,193,921 | 3,596,695 |
Operating income | 822,738 | 734,044 | 573,382 |
Nonoperating expenses, net | (162,974) | (116,482) | (112,350) |
Income before income taxes and equity in income of equity investments | 659,764 | 617,562 | 461,032 |
Income taxes (Note 14) | 127,003 | 65,878 | 161,175 |
Income before equity in income of equity investments | 532,761 | 551,684 | 299,857 |
Equity in income of equity investments, net of tax | 45,156 | 40,532 | 26,115 |
Net income | 577,917 | 592,216 | 325,972 |
Net income attributable to noncontrolling interests | (1,261) | (6,031) | (6,334) |
Net income attributable to Total System Services, Inc. (TSYS) common shareholders | $ 576,656 | $ 586,185 | $ 319,638 |
Basic earnings per share (EPS) attributable to TSYS common shareholders (Note 25) (in dollars per share) | $ 3.17 | $ 3.19 | $ 1.74 |
Diluted EPS attributable to TSYS common shareholders (Note 25) (in dollars per share) | $ 3.14 | $ 3.16 | $ 1.73 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Comprehensive Income | |||
Net income | $ 577,917 | $ 592,216 | $ 325,972 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (20,326) | 22,018 | (30,801) |
Postretirement healthcare plan adjustments | (716) | (592) | 496 |
Unrealized (loss) gain on available-for-sale securities | (5,362) | (1,416) | 7,359 |
Other comprehensive (loss) income | (26,404) | 20,010 | (22,946) |
Comprehensive income | 551,513 | 612,226 | 303,026 |
Comprehensive income attributable to noncontrolling interests | (1,261) | (6,031) | (6,002) |
Comprehensive income attributable to TSYS common shareholders | $ 550,252 | $ 606,195 | $ 297,024 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 577,917 | $ 592,216 | $ 325,972 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 408,573 | 405,906 | 373,546 |
Provisions for cardholder losses | 65,108 | 51,194 | 49,363 |
Share-based compensation | 48,758 | 42,409 | 43,728 |
Provisions for bad debt expenses and billing adjustments | 10,313 | 10,169 | 7,584 |
Charges for transaction processing provisions | 7,163 | 11,716 | 5,351 |
Amortization of debt issuance costs | 4,982 | 4,307 | 13,570 |
Dividends received from equity investments | 24,921 | 20,589 | 15,246 |
(Gain) Loss on foreign currency | (109) | 907 | (1,748) |
Amortization of bond discount | 1,027 | 907 | 750 |
Loss on disposal of equipment, net | 84 | 3,605 | 774 |
Excess tax benefit from share-based payment arrangements | (9,905) | ||
Deferred income tax expense (benefit) | 21,400 | (172,488) | 7,435 |
Equity in income of equity investments, net of tax | (45,156) | (40,532) | (26,115) |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (34,834) | (29,729) | (73,235) |
Changes in contract assets and contract liabilities | (2,771) | 6,184 | (2,262) |
Contract cost assets | 3,316 | ||
Prepaid expenses, other current assets and other long-term assets | 16,402 | 3,089 | (58,345) |
Accounts payable | 2,718 | 17,653 | (12,562) |
Accrued salaries and employee benefits | (12,543) | 13,538 | (2,597) |
Other current liabilities and other long-term liabilities | (55,602) | (84,591) | 61,734 |
Net cash provided by operating activities | 1,041,667 | 857,049 | 718,284 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (113,266) | (70,039) | (51,132) |
Additions to contract acquisition costs | (69,806) | (45,847) | |
Additions to internally developed computer software | (39,162) | (30,265) | (34,043) |
Additions to licensed computer software from vendors | (89,756) | (25,916) | (11,551) |
Cash used in acquisitions, net of cash acquired | (1,051,629) | (2,345,493) | |
Proceeds from sale of acquisition intangibles | 3,847 | ||
Other investing activities | (4,183) | (2,718) | (4,930) |
Net cash used in investing activities | (1,294,149) | (198,744) | (2,492,996) |
Cash flows from financing activities: | |||
Principal payments on long-term borrowings, capital lease obligations and license agreements | (2,812,366) | (421,306) | (724,084) |
Purchase of noncontrolling interest | (126,000) | (70,000) | (5,878) |
Dividends paid on common stock | (94,557) | (79,017) | (73,378) |
Subsidiary dividends paid to noncontrolling shareholders | (3,777) | (5,997) | (5,548) |
Repurchase of common stock under plans and tax withholding | (172,966) | (284,237) | (30,275) |
Debt issuance costs | (16,004) | (26,555) | |
Excess tax benefit from share-based payment arrangements | 9,905 | ||
Proceeds from borrowings of long-term debt | 3,477,000 | 200,000 | 2,666,295 |
Proceeds from exercise of stock options | 31,177 | 21,832 | 11,708 |
Net cash provided by (used in) financing activities | 282,507 | (638,725) | 1,822,190 |
Cash, cash equivalents and restricted cash: | |||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (7,116) | 5,980 | (11,197) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 22,909 | 25,560 | 36,281 |
Cash, cash equivalents and restricted cash at beginning of period | 451,370 | 425,810 | 389,529 |
Cash, cash equivalents and restricted cash at end of period | 474,279 | 451,370 | 425,810 |
Supplemental cash flow information: | |||
Interest paid | 154,487 | 112,705 | 84,420 |
Income taxes paid, net | $ 78,546 | $ 269,113 | $ 87,428 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Noncontrolling Interest | Total |
Balance at Dec. 31, 2015 | $ 23,410 | ||||||
Changes in Redeemable Noncontrolling Interests | |||||||
Net income | 6,231 | ||||||
Subsidiary dividends paid to noncontrolling interests | (5,548) | ||||||
Balance at Dec. 31, 2016 | 24,093 | ||||||
Balance at Dec. 31, 2015 | $ 20,277 | $ 241,891 | $ (33,544) | $ (641,664) | $ 2,256,058 | $ 5,664 | 1,848,682 |
Balance (in shares) at Dec. 31, 2015 | 202,769 | ||||||
Changes in Total Equity | |||||||
Net income | 319,638 | 103 | 319,741 | ||||
Other comprehensive income (Note 19) | (22,614) | (332) | (22,946) | ||||
Common stock issued from treasury shares for exercise of stock options (Note 17) | 1,824 | 9,884 | 11,708 | ||||
Common stock issued from treasury shares for nonvested awards (Note 17) | $ (1) | 1,197 | (1,196) | ||||
Common stock unissued due to forfeiture of nonvested awards (Note 17) (in shares) | (4) | ||||||
Common stock issued from treasury shares for nonvested awards | (17,204) | 17,204 | |||||
Share-based compensation (Note 17) | 42,457 | 42,457 | |||||
Cash dividends declared ($0.40 per share) | (73,474) | (73,474) | |||||
Purchase of treasury shares (Note 18) | (30,275) | (30,275) | |||||
Subsidiary repurchase of noncontrolling interests | (443) | $ (5,435) | (5,878) | ||||
Tax benefits associated with share-based compensation | 9,905 | 9,905 | |||||
Balance at Dec. 31, 2016 | $ 20,276 | 279,627 | (56,158) | (646,047) | 2,502,222 | 2,099,920 | |
Balance (in shares) at Dec. 31, 2016 | 202,765 | ||||||
Changes in Redeemable Noncontrolling Interests | |||||||
Net income | 6,031 | ||||||
Adjustments to redemption value of redeemable noncontrolling interest | 101,405 | ||||||
Subsidiary repurchase of noncontrolling interests | (9,843) | ||||||
Subsidiary dividends paid to noncontrolling interests | (5,997) | ||||||
Balance at Dec. 31, 2017 | 115,689 | ||||||
Changes in Total Equity | |||||||
Net income | 586,185 | 586,185 | |||||
Other comprehensive income (Note 19) | 20,010 | 20,010 | |||||
Common stock issued from treasury shares for exercise of stock options (Note 17) | 10,474 | 11,358 | 21,832 | ||||
Common stock issued from treasury shares for nonvested awards (Note 17) | $ 1 | 1,230 | (1,231) | ||||
Common stock issued from treasury shares for nonvested awards | (10,197) | 10,197 | |||||
Share-based compensation (Note 17) | 43,234 | 43,234 | |||||
Cash dividends declared ($0.40 per share) | (84,389) | (84,389) | |||||
Purchase of treasury shares (Note 18) | (284,237) | (284,237) | |||||
Adjustments to redemption value of redeemable noncontrolling interest | (101,405) | (101,405) | |||||
Subsidiary repurchase of noncontrolling interests | (60,157) | (60,157) | |||||
Balance at Dec. 31, 2017 | $ 20,277 | 162,806 | (36,148) | (909,960) | 3,004,018 | $ 2,240,993 | |
Balance (in shares) at Dec. 31, 2017 | 202,765 | 202,765 | |||||
Changes in Redeemable Noncontrolling Interests | |||||||
Net income | $ 1,261 | ||||||
Adjustments to redemption value of redeemable noncontrolling interest | 12,828 | ||||||
Subsidiary repurchase of noncontrolling interests | (126,000) | ||||||
Subsidiary dividends paid to noncontrolling interests | (3,778) | ||||||
Changes in Total Equity | |||||||
Reclassification from adoption of ASU 2018-02 (Notes 1 and 4 | Adjustments for New Accounting Pronouncement | 2,329 | (2,329) | |||||
Reclassification from adoption of ASU 2018-02 (Notes 1 and 4 | 2,329 | ||||||
Net income | 576,656 | 576,656 | |||||
Other comprehensive income (Note 19) | (26,404) | (26,404) | |||||
Common stock issued from treasury shares for exercise of stock options (Note 17) | 7,089 | 24,083 | 31,172 | ||||
Common stock issued from treasury shares for nonvested awards (Note 17) | 692 | (692) | |||||
Common stock issued from treasury shares for nonvested awards | (16,839) | 16,839 | |||||
Common stock issued from treasury for dividend equivalents | 925 | 9 | 934 | ||||
Share-based compensation (Note 17) | 48,044 | 48,044 | |||||
Cash dividends declared ($0.40 per share) | (95,250) | (95,250) | |||||
Purchase of treasury shares (Note 18) | (172,966) | (172,966) | |||||
Adjustments to redemption value of redeemable noncontrolling interest | (12,828) | (12,828) | |||||
Balance at Dec. 31, 2018 | $ 20,277 | $ 189,889 | $ (60,223) | $ (1,042,687) | 3,478,650 | $ 2,585,906 | |
Balance (in shares) at Dec. 31, 2018 | 202,765 | 202,765 | |||||
Changes in Total Equity | |||||||
Cumulative effect adjustment from adoption of ASU 2014-09 (Note 2) | Adjustments for New Accounting Pronouncement | ASU 2014-09 | $ (4,445) | $ (4,445) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Changes in Equity | |||
Cash dividends declared, per share | $ 0.52 | $ 0.46 | $ 0.40 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1: Basis of Presentation and Summary of Significant Accounting Policies BUSINESS: Total System Services, Inc.’s (“TSYS’” or “the Company’s”) revenues are derived from providing payment processing, merchant services and related payment services to financial and nonfinancial institutions, generally under long-term processing contracts. The Company also derives revenues by providing general-purpose reloadable (“GPR”) prepaid debit and payroll cards, demand deposit accounts and other financial services to underbanked and other consumers and businesses. The Company’s services are provided through three operating segments: Issuer Solutions, Merchant Solutions and Consumer Solutions. Through the Company’s Issuer Solutions segment, TSYS processes information through its cardholder systems to financial and nonfinancial institutions throughout the United States and internationally. The Company’s Merchant Solutions segment provides merchant services to merchant acquirers and merchants mainly in the United States. The Company’s Consumer Solutions segment provides financial service solutions to consumers and businesses in the United States. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: The accompanying Consolidated Financial Statements, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) include the accounts of TSYS and its wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. RISKS AND UNCERTAINTIES AND USE OF ESTIMATES: Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, lower than anticipated growth from existing clients, an inability to attract new clients and grow internationally, loss of a major customer or other significant client, loss of a major supplier, an inability to grow through acquisitions or successfully integrate acquisitions, an inability to control expenses, technology changes, the impact of the application of and/or changes in accounting principles, financial services consolidation, changes in regulatory requirements, a decline in the use of cards as a payment mechanism, disruption of the Company's international operations, breach of the Company's security systems, a decline in the financial stability of the Company's clients and uncertain economic conditions. Negative developments in these or other risk factors could have a material adverse effect on the Company's financial position, results of operations and cash flows. The Company has prepared the accompanying consolidated financial statements in conformity with U.S. GAAP. The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. ACQUISITIONS — PURCHASE PRICE ALLOCATION: TSYS' purchase price allocation methodology requires the Company to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. TSYS estimates the fair value of assets and liabilities based upon appraised market values, the carrying value of the acquired assets and widely accepted valuation techniques, including the cost approach, discounted cash flows and market multiple analyses. Management determines the fair value of fixed assets and identifiable intangible assets such as developed technology or customer relationships, and any other significant assets or liabilities. TSYS adjusts the purchase price allocation, as necessary, until the end of the measurement period, which is no longer than one year after the acquisition closing date as TSYS obtains more information regarding asset valuations and liabilities assumed. Unanticipated events or circumstances may occur which could affect the accuracy of the Company's fair value estimates, including assumptions regarding industry economic factors and business strategies, and may result in an impairment or a new allocation of purchase price. CASH AND CASH EQUIVALENTS: Cash on hand and investments with a maturity of three months or less when purchased are considered to be cash equivalents. ACCOUNTS RECEIVABLE: Accounts receivable balances are stated net of allowances for doubtful accounts and billing adjustments. TSYS records an allowance for doubtful accounts when it is probable that the accounts receivable balance will not be collected. When estimating the allowance for doubtful accounts, the Company takes into consideration such factors as its day-to-day knowledge of the financial position of specific clients, the industry and size of its clients, the overall composition of its accounts receivable aging, prior history with specific customers of accounts receivable write-offs and prior experience of allowances in proportion to the overall receivable balance. This analysis includes an ongoing and continuous communication with its largest clients and those clients with past due balances. A financial decline of any one of the Company's large clients could have a material adverse effect on collectability of receivables and thus the adequacy of the allowance for doubtful accounts. Increases in the allowance for doubtful accounts are recorded as charges to bad debt expense and are reflected in selling, general and administrative expenses in the Company's Consolidated Statements of Income. Write-offs of uncollectible accounts are charged against the allowance for doubtful accounts. TSYS records an allowance for billing adjustments for actual and potential billing discrepancies. When estimating the allowance for billing adjustments, the Company considers its overall history of billing adjustments, as well as its history with specific clients and known disputes. Increases in the allowance for billing adjustments are recorded as a reduction of revenues in the Company's Consolidated Statements of Income and actual adjustments to invoices are charged against the allowance for billing adjustments. GOODWILL: Goodwill results from the excess of cost over the fair value of net assets of businesses acquired. Goodwill is tested for impairment at least annually. Equity investment goodwill, which is not reported as goodwill in the Company's Consolidated Balance Sheet, but is reported as a component of the equity investment, was $46.6 million and $48.8 million as of December 31, 2018 and 2017, respectively. OTHER INTANGIBLE ASSETS: Identifiable intangible assets relate primarily to merchant relationships, customer relationships, databases, channel relationships, covenants-not-to-compete, trade names and trade associations resulting from acquisitions. These identifiable intangible assets are amortized using the straight-line method over periods not exceeding the estimated useful lives, which range from one to twelve years. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with GAAP. Amortization expenses are charged to selling, general and administrative expenses in the Company's Consolidated Statements of Income. INTANGIBLE ASSETS- COMPUTER SOFTWARE, NET: Licensed computer software includes software the Company licenses from third parties that is for internal use and providing services to clients. Licensed software is obtained through perpetual licenses, term licenses, site licenses and through agreements based on processing capacity. Perpetual and site licenses are amortized using the straight-line method over their estimated useful lives which range from one to ten years. Term licenses are amortized over the term of the agreement. Mainframe software that is licensed based on processing capacity is amortized using either a straight-line or a units-of-production basis over the estimated useful life of the software, generally not to exceed ten years. At each balance sheet date, the Company evaluates impairment losses on long-lived assets used in operations in accordance with GAAP. Acquisition technology intangibles are software technology assets resulting from acquisitions. These assets are amortized using the straight-line method over periods not exceeding their estimated useful lives, which range from three to eight years. GAAP requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their residual values, and reviewed for impairment. Acquisition technology intangibles’ net book values are included in computer software, net in the accompanying Consolidated Balance Sheets. Amortization expenses are charged to cost of services in the Company's Consolidated Statements of Income. Software development costs are costs of computer software to be sold, leased or otherwise marketed are capitalized once technological feasibility of the software product has been established. Costs incurred prior to establishing technological feasibility are expensed as incurred. Technological feasibility is established when the Company has completed a detailed program design and has determined that a product can be produced to meet its design specifications, including functions, features and technical performance requirements. Capitalization of costs ceases when the product is generally available to clients. In evaluating software development costs for recoverability, expected cash flows are estimated by management should events indicate a loss may have been triggered. Software development costs are amortized using the straight-line method over its estimated useful life, which ranges from one to ten years. The Company also develops software that is used internally. 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. Based upon management’s review for potential impairment, no material impairment losses related to intangible assets – computer software were recorded in 2018, 2017 or 2016. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over estimated useful lives of 5-40 years, computer and other equipment over estimated useful lives of 2-5 years, and furniture and other equipment over estimated useful lives of 3-15 years. The Company evaluates impairment losses on long-lived assets used in operations in accordance with the provisions of GAAP. All ordinary repairs and maintenance costs are expensed as incurred. Maintenance costs that extend the asset life are capitalized and amortized over the remaining estimated life of the asset. EQUITY METHOD INVESTMENTS: TSYS' 49% investment in Total System Services de México, S.A. de C.V. (“TSYS de México”), an electronic payment processing support operation located in Toluca, México, is accounted for using the equity method of accounting, as is TSYS' 44.56% investment in China UnionPay Data Co., Ltd. (“CUP Data”) headquartered in Shanghai, China. The Company has entered into limited partnership agreements in connection with investing in two Atlanta-based venture capital funds focused exclusively on investing in technology-enabled financial services companies. TSYS' equity investments are recorded initially at cost and subsequently adjusted for equity in earnings, cash contributions and distributions, and foreign currency translation adjustments. INCOME TAXES: Income taxes reflected in TSYS' consolidated financial statements are computed based on the taxable income of TSYS and its affiliated subsidiaries. A consolidated U.S. federal income tax return is filed for TSYS and its majority- owned U.S. subsidiaries. Additionally, income tax returns are also filed in states where TSYS and its subsidiaries have filing obligations and in foreign jurisdictions where TSYS has a foreign affiliate. The Company accounts for income taxes in accordance with the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. 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. UP-FRONT DISTRIBUTOR AND PARTNER PAYMENTS: The Company makes up-front contractual payments to third-party distributors and partners. The Company assesses each up-front payment to determine whether it meets the criteria of an asset as defined by U.S. GAAP. If these criteria are met, the Company capitalizes the up-front payment and recognizes the capitalized amount as expense ratably over the benefit period, which is generally the contract period. If the contract requires the distributor or partner to perform specific acts (i.e., achieve a sales goal) and no other conditions exist for the distributor or partner to earn or retain the up-front payment, then the Company capitalizes the payment and recognizes it as an expense when the performance conditions have been met. Up-front distributor and partner payments are classified on the Consolidated Balance Sheets as other current and non-current assets and recorded as a cost of services in the Consolidated Statements of Income. IMPAIRMENT OF LONG-LIVED ASSETS: The Company reviews long-lived assets, such as property and equipment and intangibles subject to amortization, including contract assets, contract cost assets and certain computer software, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If upon a triggering event the Company determines that the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the Consolidated Balance Sheets and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. TRANSACTION PROCESSING PROVISIONS: The Company has recorded an accrual for contract contingencies (performance penalties) and processing errors. A significant number of the Company's contracts with large clients contain service level agreements which can result in TSYS incurring performance penalties if contractually required service levels are not met. When providing for these accruals, the Company takes into consideration such factors as the prior history of performance penalties and processing errors incurred, actual contractual penalty charge rates in the Company's contracts, progress towards milestones and known processing errors. As of December 31, 2018 and 2017, the Company had transaction processing provisions of $3.6 million and $2.2 million, respectively. These accruals are included in other current liabilities in the accompanying Consolidated Balance Sheets. Increases and decreases in transaction processing provisions are charged to cost of services in the Company's Consolidated Statements of Income, and payments or credits for performance penalties and processing errors are charged against the accrual. PROVISION FOR CARDHOLDER LOSSES: The Company is exposed to losses due to cardholder fraud, payment defaults and other forms of cardholder activity as well as losses due to non-performance of third parties who receive cardholder funds for transmittal to the issuing banks (banks that issue Mastercard International or Visa USA, Inc. branded cards to customers). The Company establishes a reserve for the losses it estimates will arise from processing customer transactions, debit card overdrafts, chargebacks for unauthorized card use and merchant-related chargebacks due to non-delivery of goods and services. These reserves are established based upon historical loss and recovery rates and cardholder activity for which specific losses can be identified. The provision for cardholder losses was approximately $13.1 million and $9.5 million as of December 31, 2018 and 2017, respectively. The charges to provisions for cardholder losses are included in cost of services in the Consolidated Statements of Income and other current liabilities in the Consolidated Balance Sheets. The Company regularly updates its reserve estimate as new facts become known and events occur that may impact the settlement or recovery of losses. PROVISION FOR MERCHANT LOSSES: The Company has potential liability for losses resulting from disputes between a cardholder and a merchant that arise as a result of, among other things, the cardholder's dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant's favor. In these cases, the transaction is "charged back" to the merchant, which means the purchase price is refunded to the customer by the card-issuing bank and charged to the merchant. If the merchant is unable to fund the refund, TSYS must do so. TSYS also bears the risk of reject losses arising from the fact that TSYS collects fees from its merchants after the monthly billing period. If the merchant has gone out of business during such period, TSYS may be unable to collect such fees. TSYS maintains cash deposits or requires the pledge of a letter of credit from certain merchants, generally those with higher average transaction size where the card is not present when the charge is made or the product or service is delivered after the charge is made, in order to offset potential contingent liabilities such as chargebacks and reject losses that would arise if the merchant went out of business. Most chargeback and reject losses are charged to cost of services as they are incurred. However, the Company also maintains a provision against losses, including major fraud losses, which are both less predictable and involve larger amounts. The loss provision was established using historical loss rates, applied to recent bankcard processing volume. The Company had a merchant loss provision in the amount $4.3 million for the years ended December 31, 2018 and 2017. LEASES: The Company is obligated under noncancelable leases for computer equipment and facilities. As these leases expire, they will be evaluated and renewed or replaced by similar leases based on need. For purposes of applying the accounting and reporting standards, leases are classified from the standpoint of the lessee as capital or operating leases. Rental payments on operating leases are charged to expense over the lease term. If rental payments are not made on a straight-line basis, rental expense nevertheless shall be recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which use benefit is derived from the leased property, in which case that basis shall be used. Certain of the Company's operating leases are for office space. The Company will make various alterations (leasehold improvements) to the office space and capitalize these costs as part of property and equipment. Leasehold improvements are amortized on a straight-line basis over the useful life of the improvement or the term of the lease, whichever is shorter. TREASURY STOCK: The Company uses the cost method when it purchases its own common stock as treasury shares or issues treasury stock upon option exercises and displays treasury stock as a reduction of shareholders' equity. FAIR VALUES OF FINANCIAL INSTRUMENTS: The Company uses financial instruments in the normal course of its business. The carrying values of cash equivalents, accounts receivable, accounts payable and employee benefits, and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities. The fair values of the Company’s unsecured revolving loan and notes payable are considered to be level 2 measurements which are based on inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar liabilities in active or inactive markets, or other inputs that can be corroborated by observable market data. The carrying value of the Company’s unsecured revolving loan approximates fair value since the interest rate resets monthly and the balances are pre-payable at any time. With respect to the Company’s notes payable due March and December 2020, the carrying values approximate fair value due to their relatively short maturities. Refer to Note 12 for the estimated fair values of the Company’s Senior Notes. Investments in equity method investments are accounted for using the equity method of accounting and pertain to privately held companies. The Company believes the fair values of its investments in equity method investments exceed their respective carrying values. FOREIGN CURRENCY TRANSLATION: The Company maintains several different foreign operations whose functional currency is their local currency. Foreign currency financial statements of the Company's Mexican and Chinese equity investments, the Company's wholly-owned subsidiaries and the Company's majority-owned subsidiaries, as well as the Company's division and branches in the United Kingdom and China, are translated into U.S. dollars at current exchange rates, except for revenues, costs and expenses, and net income which are translated at the average exchange rates for each reporting period. Net gains or losses resulting from the currency translation of assets and liabilities of the Company's foreign operations, net of tax when applicable, are accumulated in a separate section of shareholders' equity titled accumulated other comprehensive income (loss). Gains and losses on transactions denominated in currencies other than the functional currencies are included in determining non-operating income (expense). REVENUE RECOGNITION: Revenue recognition for periods after the Company’s adoption of ASC 606 as of January 1, 2018 The Company adopted Accounting Standards Update (“ASU”) 2014-09 and related ASUs (“ASC 606”) as of January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. For contracts that were modified before the effective date, the Company considered the effect of all modifications when identifying performance obligations and allocating transaction price, which did not have a material effect on the adjustment to retained earnings. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”), which is also referred to herein as "legacy GAAP" or the "previous guidance." In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1. Identify the contract with a customer . A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2. Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised services are accounted for as a combined performance obligation. 3. Determine the transaction price . The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4. Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5. Recognize revenue when or as the Company satisfies a performance obligation . The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Description of revenue recognition policies Issuer Solutions Issuer Solutions revenues typically include a performance obligation to provide processing services to financial and non-financial institutions. The Company has determined that these processing services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. In many cases, Issuer Solutions arrangements may include additional performance obligations relating to loyalty redemption services and other professional services. Similar to processing services, the Company has determined that loyalty redemption services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Professional services represent performance obligations that are satisfied over time. The Company has determined that the vast majority of performance obligations to provide processing services and loyalty redemption services meet the allocation of variable consideration exception criteria (“direct allocation”) in that (a) the terms of a variable payment relate specifically to the entity’s efforts to satisfy the performance obligation or transfer the distinct service and (b) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective when considering all of the performance obligations and payment terms in the contract. As a result, for those performance obligations qualifying for direct allocation, the Company allocates and recognizes variable consideration in the period in which it has the contractual right to invoice the customer. In certain instances when a performance obligation does not meet the criteria for direct allocation, the Company recognizes revenue on either a straight-line basis or a blended rate method (i.e., an output method using the estimated per transaction fee based on estimated total contract consideration and volumes, multiplied by the actual monthly transaction volumes) over the term of the contract. A blended rate method is utilized for contracts that have estimates of significant growth over the contract term. The Company determined that straight-line or blended rate are the most appropri |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 2 — Revenue from Contracts with Customers Description of service offerings Issuer Solutions The Company's Issuer Solutions revenues are derived from long-term processing contracts with financial and nonfinancial institutions. Payment processing services revenues are generated primarily from charges based on: · The number of accounts on file; · Transactions and authorizations processed; · Statements generated and/or mailed; · Managed services; and · 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. Issuer Solutions revenues also include loyalty redemption services and professional services. Merchant Solutions The Company’s Merchant Solutions revenues are partially derived from relationships with thousands of individual merchants whose contracts range from thirty days to five years. 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. Merchant services revenue is generated primarily from processing all payment forms including credit, debit and electronic benefits transfer for merchants of all sizes across a wide array of retail market segments. The products and services offered include: · Authorizations 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 equipment and services. Most of these contracts have prescribed revenue minimums, penalties for early termination, and service level agreements which may impact contractual fees if certain service levels are not achieved. Consumer Solutions The Company’s Consumer Solutions revenues principally consist of a portion of the service fees collected from cardholders and interchange revenues received by the issuing banks in connection with the programs that the Consumer Solutions segment manages. Customers are charged fees in connection with the Consumer Solutions segment’s products and services as follows: · Transactions - Customers are typically charged a fee for each Personal Identification Number (“PIN”) and signature-based purchase transaction made using their cards, unless the customer is on a monthly or annual service plan, in which case the customer is instead charged a monthly or annual subscription fee, as applicable. Customers are also charged fees for Automated Teller Machine (“ATM”) withdrawals and other transactions conducted at ATMs. · Customer Service and Maintenance - Customers are typically charged fees for balance inquiries made through Consumer Solutions call centers. Customers are also charged a monthly maintenance fee after a specified period of inactivity. · Additional Products and Services - Customers are charged fees associated with additional products and services offered in connection with certain cards, including the use of overdraft features, a variety of bill payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through the call centers. · Other - Customers are charged fees in connection with the acquisition and reloading of the cards at retailers and the Company receives a portion of these amounts in some cases. Disaggregation of revenue The following table summarizes volume-based and non-volume related revenue from contracts with external customers for the year ended December 31, 2018: Year Ended December 31, 2018 (in thousands) Issuer Merchant Solutions Consumer Solutions Total Volume-based revenues $ 903,831 1,268,151 804,231 $ 2,976,213 Non-volume related revenues 964,474 85,468 2,056 1,051,998 Total revenues $ 1,868,305 1,353,619 806,287 $ 4,028,211 Issuer Solutions Volume-based revenues are generated from charges based on the number of Accounts on File (“AOF”), transactions and authorizations processed, statements generated, and other processing services for cardholder AOF. Cardholder AOF includes active and inactive consumer credit, retail, prepaid, stored value, government services and commercial card accounts. TSYS’ clients also have the option to use fraud and portfolio management services which are based on authorizations processed and AOF, respectively. Collectively, these services are considered volume-based revenues. Non-volume related revenues include processing fees which are not directly associated with AOF and transactional activity, such as value-added products and services, custom programming and certain other services, which are only offered to TSYS’ processing clients. Additionally, non-volume based revenues include licensing, managed services and output services such as card and document production. Merchant Solutions The Merchant Solutions segment’s revenues primarily consist of volume-based revenues generated from charges based on sales volume processed, and authorized transactions and settled transactions processed. Non-volume related revenues include chargeback and retrieval services, data transmissions, value-added products and managed services which are not directly associated with transactional activity. Consumer Solutions The Consumer Solutions segment’s revenues primarily consist of volume-based revenues generated from a portion of the service fees collected from cardholders and interchange revenues. Non-volume related revenues include value-added products and services which are not directly associated with transactional activity. The following table summarizes revenue from contracts with customers, by currency, for the year ended December 31, 2018: Year Ended December 31, 2018 (in thousands) Issuer Merchant Solutions Consumer Solutions Total U.S. Dollar $ 1,482,772 1,352,852 806,287 $ 3,641,911 British Pound Sterling 253,185 - - 253,185 Euro 103,785 - - 103,785 Other 28,563 767 - 29,330 Total revenues $ 1,868,305 1,353,619 806,287 $ 4,028,211 See Note 21 for disclosure of revenues by geography. Performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in the Company’s existing contracts. For revenue which is recognized using (i) the “as-invoiced” practical expedient and (ii) the “direct allocation” method, the Company is required to disclose the value of unsatisfied performance obligations for contractual minimums only. Accordingly, the total unsatisfied or partially unsatisfied performance obligations related to processing services are materially higher than the amounts disclosed in the below table. (in thousands) 2019 2020 2021 2022 - 2029 Total Unsatisfied or partially unsatisfied performance obligations $ 693,978 602,463 505,287 799,026 $ 2,600,754 Contract balances The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: As of (in thousands) December 31, 2018 January 1, 2018 Accounts receivable $ 450,322 $ 412,322 Contract assets (short-term and long-term) 78,789 87,812 Contract liabilities (short-term and long-term) 68,716 76,541 Contract assets are defined as an entity’s right to consideration in exchange for goods or services that the entity has transferred to a Contract liabilities are defined as an entity’s obligation to transfer goods or services to a Net contract assets and liabilities may include amounts related to signing incentives for signing or renewing long-term contracts. Capitalized signing incentives are amortized over the contract term and the amortization is included as a reduction of revenues in the Company’s Consolidated Statements of Income. ASC 606 requires an entity to present in its consolidated balance sheets the net position in a customer contract on a contract-by-contract basis. The net position in a customer contract is presented as either contract assets or contract liabilities. Excluding the impact of the initial adoption of ASC 606 as of January 1, 2018, significant changes in the contract assets and liabilities balances during the year ended December 31, 2018 are as follows: Year Ended December 31, 2018 (in thousands) Contract Assets Increase/(Decrease) Contract Liabilities (Increase)/Decrease Signing incentive additions $ 24,837 $ 55 Signing incentive amortization (29,244) (7,330) Revenue recognized in advance of billings 4,956 2,099 Billed amounts transferred to receivables (4,772) (2,668) Cash received from customers (7,531) (136,295) Deferred revenue that was recognized as revenue 9,110 140,558 Other changes in contract assets and contract liabilities primarily relate to movements in net contract position (between contract assets and contract liabilities) each period and foreign currency translation. Impact of New Revenue Guidance on Financial Statement Line Items The disclosure of the impact of adoption of ASC 606 on the Company’s consolidated balance sheets, statements of income, and statements of cash flows was as follows: As of December 31, 2018 (in thousands) As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Assets: Prepaid expenses and other current assets $ 188,355 $ 190,417 $ (2,062) Contract assets (short-term and long-term) 78,789 - 78,789 Contract cost assets 145,598 252,550 (106,952) Deferred income tax assets 7,773 6,896 877 Other assets 116,905 122,323 (5,418) Liabilities: Contract liabilities (short-term and long-term) 68,716 91,678 (22,962) Other liabilities (short-term and long-term) 344,044 345,625 (1,581) Shareholders’ equity: Accumulated other comprehensive loss, net (60,223) (59,842) (381) Retained earnings 3,478,650 3,488,492 (9,842) Year Ended December 31, 2018 (in thousands, except per share data) As Reported Balances Without Adoption of Effect of Change Higher/(Lower) Total revenues $ 4,028,211 $ 5,716,741 $ (1,688,530) Total operating expenses 3,205,473 4,887,026 (1,681,553) Operating income 822,738 829,715 (6,977) Income taxes 127,003 128,585 (1,582) Net income 577,917 583,314 (5,397) Net income attributable to TSYS common shareholders 576,656 582,053 (5,397) Basic earnings per share (EPS) attributable to TSYS common shareholders 1 3.17 3.20 Diluted EPS attributable to TSYS common shareholders 1 3.14 3.16 1 EPS Amounts may not total due to rounding. Year Ended December 31, 2018 (in thousands) As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Cash flows from operating activities: Net income $ 577,917 $ 583,314 $ (5,397) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 408,573 470,804 (62,231) Changes in contract assets and contract liabilities (2,771) (35,754) 32,983 Changes in contract cost assets 3,316 - 3,316 Changes in other current and other long-term liabilities (55,602) (54,524) (1,078) Cash flows from investing activities: Additions to contract cost assets - (32,407) 32,407 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurement | |
Fair Value Measurement | Note 3 Fair Value Measurements 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, 2018, 2017 or 2016. 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. Step 0 is a qualitative analysis of relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. 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. If the book value of the RU exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of identifiable assets and liabilities of 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, 2018, the Company had recorded goodwill in the amount of $4.1 billion. The Company performed its annual impairment test of its goodwill balances as of May 31, 2018, and this test did not indicate any impairment. The fair value of the RUs substantially exceeds the carrying value. Refer to Note 6 for more information regarding goodwill. The fair values of the Company’s unsecured revolving loan and notes payable are considered to be level 2 measurements which are based on inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar liabilities in active or inactive markets, or other inputs that can be corroborated by observable market data. The carrying value of the Company’s unsecured revolving loan approximates fair value since the interest rate resets monthly and the balances are pre-payable at any time. With respect to the Company’s notes payable due March and December 2020, the carrying values approximate fair value due to their relatively short maturities. Refer to Note 12 for the estimated fair values of the Company’s Senior Notes. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | Note 4 Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash balances as of December 31, 2018 and 2017 are summarized as follows: (in thousands) December 31, 2018 December 31, 2017 Cash and cash equivalents in domestic accounts $ 405,535 396,577 Cash and cash equivalents in foreign accounts 65,621 53,780 Total cash and cash equivalents 471,156 450,357 Restricted cash included in other assets 3,123 1,013 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 474,279 451,370 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. Restricted cash included in other assets in the consolidated balance sheets represents immaterial amounts required across the Company’s segments for operational purposes. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 5 Prepaid Expenses and Other Current Assets Significant components of prepaid expenses and other current assets as of December 31, 2018 and 2017 are summarized as follows: (in thousands) December 31, 2018 December 31, 2017 Prepaid expenses $ 48,058 65,159 R&D state tax credit 26,541 22,642 Income taxes receivable 19,362 41,400 Supplies inventory 18,089 17,072 Other 76,305 70,292 Total $ 188,355 216,565 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill | |
Goodwill | Note 6 Goodwill In 2018, the Company completed the acquisition of Cayan Holdings LLC (“Cayan”) resulting in an additional $0.8 billion of goodwill being recorded. Also in 2018, the Company acquired substantially all of the assets of iMobile3 resulting in an additional $5.3 million of goodwill being recorded. The gross amount and accumulated impairment losses of goodwill as of December 31, 2018 and 2017 are as follows: 2018 (in thousands) Issuer Solutions Merchant Consumer Solutions Consolidated Gross amount $ 98,276 2,984,609 1,035,965 $ 4,118,850 Accumulated impairment losses (1,787) (2,225) - (4,012) Goodwill, net $ 96,489 2,982,384 1,035,965 $ 4,114,838 2017 Issuer Solutions Merchant Consumer Solutions Consolidated Gross amount $ 99,465 2,132,653 1,035,965 $ 3,268,083 Accumulated impairment losses (1,787) (2,225) - (4,012) Goodwill, net $ 97,678 2,130,428 1,035,965 $ 3,264,071 Below are the balances of goodwill as of December 31, 2018 and 2017 along with the related changes in carrying value. (in thousands) Issuer Solutions Merchant Consumer Solutions Consolidated Balance as of December 31, 2016 $ 94,946 2,141,836 1,034,170 $ 3,270,952 Tax adjustment - - 1,795 1,795 Acquisition - (11,408) - (11,408) Currency translation adjustments 2,732 - - 2,732 Balance as of December 31, 2017 97,678 2,130,428 1,035,965 3,264,071 Acquisition - 851,956 - 851,956 Currency translation adjustments (1,189) - - (1,189) Balance as of December 31, 2018 $ 96,489 2,982,384 1,035,965 $ 4,114,838 In 2017, the Company adjusted the Netspend goodwill due to a tax adjustment of $1.8 million relating to uncertain tax positions. In 2017, the Company decreased the Merchant Solutions goodwill due to deferred tax adjustments of $12.1 million and the write-off of a note receivable of $727,000 on the opening balance sheet of TransFirst. Refer to Note 23 for more information on acquisitions. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Other intangible assets | |
Intangible assets | |
Other Intangible Assets, net | Note 7 Other Intangible Assets, Net Significant components of other intangible assets as of December 31, 2018 and 2017 are summarized as follows: 2018 (in thousands) Gross Accumulated Net Merchant relationships $ 756,400 (252,050) $ 504,350 Channel relationships 520,000 (260,461) 259,539 Customer relationships 166,811 (150,509) 16,302 Trade name 79,546 (70,906) 8,640 Covenants-not-to-compete 34,040 (29,507) 4,533 Database 28,000 (28,000) - Trade association 10,000 (8,750) 1,250 Favorable lease 3,929 (1,841) 2,088 Total $ 1,598,726 (802,024) $ 796,702 2017 (in thousands) Gross Accumulated Net Merchant relationships $ 588,000 (147,000) $ 441,000 Channel relationships 439,398 (200,540) 238,858 Customer relationships 167,222 (139,969) 27,253 Trade name 62,468 (58,068) 4,400 Covenants-not-to-compete 29,940 (20,815) 9,125 Database 28,000 (25,200) 2,800 Trade association 10,000 (7,750) 2,250 Favorable lease 3,006 (1,546) 1,460 Total $ 1,328,034 (600,888) $ 727,146 Other intangible assets increased in 2018 due to the acquisition of Cayan in January 2018 and acquiring substantially all of the assets of iMobile3 in June 2018. Refer to Note 23 for more information regarding the Company’s acquisitions. In connection with the sale of a merchant portfolio in December 2018, the Company wrote off $2.8 million of merchant relationship intangible assets. In connection with the early termination of a facilities lease in December 2018, the Company wrote off a favorable lease intangible asset of $0.3 million. Upon the Company’s adoption of ASC 842, Leases , as of January 1, 2019, the Company wrote-off the carrying value of favorable lease intangible assets of $2.1 million and increased right-of-use assets by the same amount. Amortization related to other intangible assets, which is recorded in selling, general and administrative expenses, was $202.1 million, $179.5 million and $163.8 million for 2018, 2017 and 2016, respectively. The weighted average useful life for each component of other intangible assets, and in total, as of December 31, 2018 is as follows: Weighted Average Amortization Period (Years) Merchant relationships 7.2 Channel relationships 8.8 Customer relationships 6.9 Trade name 3.8 Covenants-not-to-compete 4.0 Database 5.0 Trade association 10.0 Favorable lease 5.6 Total 7.4 Estimated future amortization expense of other intangible assets as of December 31, 2018 for the next five years is: (in thousands) 2019 $ 178,740 2020 171,876 2021 151,180 2022 130,930 2023 62,326 |
Intangible Assets - Computer So
Intangible Assets - Computer Software, Net | 12 Months Ended |
Dec. 31, 2018 | |
Computer Software | |
Computer software | |
Intangible Assets - Computer Software, Net | Note 8 Intangible Assets - Computer Software, Net Computer software as of December 31, 2018 and 2017 is summarized as follows: (in thousands) 2018 2017 Licensed computer software $ 656,704 543,198 Software development costs 485,047 450,789 Acquisition technology intangibles 286,206 239,011 Total computer software 1,427,957 1,232,998 Less accumulated amortization: Licensed computer software 347,641 360,160 Software development costs 347,847 325,443 Acquisition technology intangibles 197,933 163,680 Total accumulated amortization 893,421 849,283 Computer software, net $ 534,536 383,715 Licensed computer software includes the following computer software acquired under license agreements as of December 31, 2018 and 2017: (in thousands) 2018 2017 Licensed computer software (acquired under license agreements) $ 20,524 24,421 Accumulated amortization (3,228) (15,918) Licensed computer software, net $ 17,296 8,503 Amortization expense includes amounts for computer software acquired under license agreements. The Company had the following amortization expense related to computer software for the years ended December 31, 2018, 2017 and 2016: (in thousands) 2018 2017 2016 Amortization expense related to: Licensed computer software $ 63,370 51,247 45,655 Software development costs 26,701 27,461 26,478 Acquisition technology intangibles 34,758 28,267 26,217 The weighted average useful life for each component of computer software, and in total, as of December 31, 2018, is as follows: Weighted Average Amortization Period (Years) Licensed computer software 6.2 Software development costs 6.0 Acquisition technology intangibles 5.8 Total 6.0 Estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles as of December 31, 2018 for the next five years is: (in thousands) Licensed Computer Software Development Acquisition Technology 2019 $ 71,418 23,345 35,333 2020 61,558 19,125 29,674 2021 50,675 14,078 13,140 2022 40,318 8,959 9,540 2023 32,819 6,292 575 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, Net | |
Property and Equipment, net | Note 9 Property and Equipment, Net Property and equipment balances as of December 31, 2018 and 2017 are as follows: (in thousands) 2018 2017 Computer and other equipment $ 446,000 424,957 Buildings and improvements 275,396 262,499 Furniture and other equipment 167,578 141,927 Land 15,677 16,195 Other 1,171 724 Total property and equipment 905,822 846,302 Less accumulated depreciation and amortization (522,748) (521,084) Property and equipment, net $ 383,074 325,218 Property and equipment includes various types of equipment under capital lease arrangements. The Company has the following amounts of equipment under capital lease obligations as of December 31, 2018 and 2017: (in thousands) 2018 2017 Computer and other equipment (acquired under capital lease arrangements) $ 91,526 92,553 Furniture and other equipment (acquired under capital lease arrangements) 6,104 5,451 Total equipment 97,630 98,004 Less accumulated depreciation: Computer and other equipment (47,903) (44,327) Furniture and other equipment (4,859) (4,520) Total accumulated depreciation (52,762) (48,847) Total equipment, net $ 44,868 49,157 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 $81.1 million, $68.0 million and $62.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Contract Cost Assets, Net
Contract Cost Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Contract Cost Assets, Net | |
Contract Cost Assets, Net | Note 10 Contract Cost Assets, Net Upon the Company’s adoption of ASC 606, costs to obtain or fulfill a contract are classified as contract cost assets. As of December 31, 2018, contract cost assets primarily relate to conversion costs. Also, with the adoption of ASC 606, payments for processing rights (signing incentives) are classified as contract assets in the Company’s consolidated balance sheets. See further discussion in Notes 1 and 2. Prior to the Company’s adoption of ASC 606, contract cost assets were referred to as contract acquisition costs and included both conversion costs and payments for processing rights (signing incentives). Significant components of contract cost assets as of December 31, 2018 and 2017 are summarized as follows: (in thousands) December 31, 2018 December 31, 2017 Contract cost assets, net $ 145,598 139,249 Payments for processing rights, net - 119,416 Total $ 145,598 258,665 Amortization expense related to contract cost assets for the years ended December 31, 2018, 2017 and 2016 is as follows: (in thousands) 2018 2017 2016 Amortization expense related to: Contract cost assets $ 35,729 29,625 28,811 Payments for processing rights - 21,357 19,804 The weighted average useful life for contract cost assets as of December 31, 2018 is 7.7 years. Estimated future amortization expense of contract cost assets as of December 31, 2018 for the next five years is: (in thousands) Contract Cost Assets 2019 $ 31,565 2020 29,231 2021 27,426 2022 22,404 2023 13,576 |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments | |
Equity Investments | Note 11 Equity Investments 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. CUP Data currently provides transaction processing, disaster recovery and other services for banks and bankcard issuers in China. The Company also has an equity investment in TSYS de México and records its 49% ownership using the equity method of accounting. The electronic payment processing support operation prints statements and provides card-issuing support services to its clients. The Company invests in limited partnership agreements with two Atlanta-based venture capital funds focused exclusively on investing in technology-enabled financial services companies. Pursuant to each limited partnership agreement, the Company has committed to invest up to $20.0 million in each fund so long as its ownership interest in each fund does not exceed 50%. As of December 31, 2018 and 2017, the Company had made contributions to the funds of $29.5 million and $22.8 million, respectively. TSYS believes the carrying value approximates the underlying net assets of the equity investments. TSYS' equity in income of equity investments (net of tax) for the years ended December 31, 2018, 2017 and 2016 was $45.2 million, $40.5 million and $26.1 million, respectively. A summary of TSYS' equity investments as of December 31, 2018 and 2017 is as follows: (in thousands) 2018 2017 CUP Data $ 138,791 127,367 Other 41,870 36,151 Total $ 180,661 163,518 |
Long-term Borrowings, Capital L
Long-term Borrowings, Capital Lease Obligations and License Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Borrowings, Capital Lease Obligations and License Agreements | |
Long-Term Borrowings, Capital Lease Obligations and License Agreements | Note 12 Long-term Borrowings, Capital Lease Obligations and License Agreements Long-term debt as of December 31, 2018 and 2017 consists of: (in thousands) December 31, 2018 December 31, 2017 3.800% Senior Notes due April 1, 2021 (5 year tranche), net of discount and debt issuance costs $ 746,430 745,000 4.800% Senior Notes due April 1, 2026 (10 year tranche), net of discount and debt issuance costs 743,734 743,042 3.750% Senior Notes due June 1, 2023 (10 year tranche), net of discount and debt issuance costs 545,647 544,780 4.000% Senior Notes due June 1, 2023 (5 year tranche), net of discount and debt issuance costs 545,801 - 4.450% Senior Notes due June 1, 2028 (10 year tranche), net of discount and debt issuance costs 445,439 - LIBOR + 1.300%, unsecured revolving loan, due April 23, 2023, with monthly interest payments on outstanding balances 805,000 - 3.760% note payable due March 20, 2020, with monthly interest and principal payments 16,450 - 3.600% note payable due December 20, 2020, with monthly interest and principal payments 15,700 - 2.375% Senior Notes due June 1, 2018 (5 year tranche), net of discount and debt issuance costs - 549,532 LIBOR + 1.500%, unsecured term facility, due February 23, 2021, with quarterly principal and interest payments, net of debt issuance costs - 368,645 LIBOR + 1.300%, unsecured revolving loan, due February 23, 2021, with monthly interest payments on outstanding balances - 200,000 Total debt 3,864,201 3,150,999 Less current portion (20,807) (559,050) Noncurrent portion of long-term debt $ 3,843,394 2,591,949 1 As of December 31, 2018 and 2017, the estimated fair values of the Company’s Senior Notes totaled $3.0 billion and $2.7 billion, respectively. The estimated fair values of the Company’s Senior Notes were based on quoted prices in an active market and are considered to be Level 1 measurements. Interest expense for the years ended December 31, 2018, 2017 and 2016 was $163.4 million, $118.2 million and $115.4 million, respectively. Senior Notes On May 11, 2018, TSYS closed its sale (the “Transaction”) of $550 million aggregate principal amount of 4.000% Senior Notes due 2023 and $450 million aggregate principal amount of 4.450% Senior Notes due 2028 (collectively, the “Notes”) pursuant to an underwriting agreement, dated May 9, 2018 (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (the “Underwriters”). The Company used the net proceeds of the Transaction to repay (i) all of its outstanding 2.375% Senior Notes due June 1, 2018 at maturity, (ii) all of its remaining outstanding indebtedness under that certain credit agreement dated January 10, 2018, (iii) with any remaining amounts, a portion of the $1.34 billion outstanding under that certain Credit Agreement dated April 23, 2018, among the Company and Bank of America, N.A. The Notes were issued pursuant to a Senior Indenture, dated as of March 17, 2016, between the Company and Regions Bank, as trustee. The balance as of December 31, 2018 was $545.8 million net of discount and debt issuance costs for the Senior Notes due June 1, 2023 and $445.4 million net of discount and debt issuance costs for the Senior Notes due June 1, 2028. On March 17, 2016, the Company closed its sale of $750 million aggregate principal amount of 3.800% Senior Notes due 2021 and $750 million aggregate principal amount of 4.800% Senior Notes due 2026 (collectively, the “2016 Notes”). The Company used the net proceeds of the transaction to pay a portion of the approximately $2.35 billion purchase price of the Company’s acquisition of TransFirst and related fees and expenses. The 2016 Notes were issued pursuant to a Senior Indenture, dated as of March 17, 2016, between the Company and Regions Bank, as trustee. The balance as of December 31, 2018 was $746.4 million net of discount and debt issuance costs for the Senior Notes due April 1, 2021 and $743.7 million net of discount and debt issuance costs for the Senior Notes due April 1, 2026. In May 2013, the Company closed its issuance 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 “2013 Notes”) pursuant to an Underwriting Agreement with J.P. Morgan Securities LLC. 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 2013 Notes were issued pursuant to an Indenture dated as of May 22, 2013 between the Company and Wells Fargo Bank, National Association, as trustee. As of December 31, 2018 there was no outstanding balance for the Senior Notes due June 1, 2018 and a balance of $545.6 million net of discount and debt issuance costs for the Senior Notes due June 1, 2023. Senior Credit Facility and Other Borrowings On April 23, 2018, TSYS entered into a Credit Agreement with Bank of America, N.A. The Credit Agreement provides the Company with a $1.75 billion five-year revolving senior credit facility, which includes a $50 million sub-facility for the issuance of standby letters of credit. The Credit Agreement was used to repay (i) in full, borrowings under that certain Credit Agreement dated February 23, 2016, among the Company, JPMorgan Chase Bank, N.A. and (ii) in part, borrowings under that certain Credit Agreement dated January 10, 2018, among the Company and Bank of America as administrative agent and the lenders party thereto, as amended. Borrowings under the Credit Agreement will accrue interest at either the base rate (as defined in the Credit Agreement) or the London Interbank Offered Rate (“LIBOR”), in each case plus a margin based on the Company’s corporate credit ratings. Additionally, a facility fee of 0.2% is assessed on the entire revolver. The Credit Agreement contains customary covenants regarding, among other matters, the maintenance of insurance, the preservation and maintenance of the Company’s corporate existence, material compliance with laws and the payment of taxes and other material obligations. The Credit Agreement also contains financial covenants including (i) a minimum consolidated fixed charge coverage ratio (the “Minimum Fixed Charge Coverage Ratio”) of 2.5 to 1.0 and (ii) a maximum consolidated leverage ratio (“Maximum Leverage Ratio”) (x) of 4.00 to 1.0, for the fiscal quarter ending June 30, 2018, (y) of 3.75 to 1.0, for each of the fiscal quarters ending September 30, 2018, December 31, 2018 and March 31, 2019, and (z) of 3.50 to 1.0, for any fiscal quarter ending thereafter. The Company was in compliance with all applicable financial covenants as of December 31, 2018. As of December 31, 2018, the outstanding balance on the Company’s revolving credit facility was $805.0 million. On January 10, 2018, TSYS entered into a credit agreement with Bank of America, N.A. The credit agreement provides the Company with a $450 million two-year term loan facility (“Term Loan Facility”). The Term Loan Facility was used to finance, in part, the Company’s acquisition of Cayan. Borrowings under the credit agreement will accrue interest at the base rate (as defined in the Credit Agreement) or LIBOR, in each case plus a margin based on the Company’s corporate credit ratings. The applicable margin for loans bearing interest based on LIBOR ranges from 1.000% to 1.750%. The applicable margin for loans bearing interest based on the base rate ranges from 0.000% to 0.750%. The credit agreement contains customary covenants regarding, among other matters, the maintenance of insurance, the preservation and maintenance of the Company’s corporate existence, material compliance with laws and the payment of taxes and other material obligations. The credit agreement also contains financial covenants requiring the maintenance as of the end of each fiscal quarter of (i) a minimum fixed charge coverage ratio of 2.5 to 1.0 and (ii) a maximum consolidated leverage ratio of 3.5 to 1.0, which may be increased upon the occurrence of certain events. As discussed above, the remaining balance of the Term Loan Facility was paid off in May 2018. On February 23, 2016, the Company entered into the 2016 Credit Agreement with JPMorgan Chase Bank, N.A. The 2016 Credit Agreement provided the Company with a $700 million five-year term loan facility (the “Term Loan Facility”) consisting of (i) a $300 million term loan (the “Refinancing Term Loan”) funded upon entry into the 2016 Credit Agreement and (ii) the Delayed Draw Term Loan. The 2016 Credit Agreement also provided the Company with the Revolving Loan Facility, which includes a $50 million sub-facility for the issuance of standby letters of credit. As of December 31, 2018, there was no remaining balance on the Term Loan Facility. Borrowings under the 2016 Credit Agreement will accrue interest at the base rate (as defined in the 2016 Credit Agreement) or LIBOR, in each case plus a margin that is set based on the Company’s corporate credit ratings. The applicable margin for loans bearing interest based on LIBOR ranges from 0.900% to 1.500% for revolving loans and 1.000% to 1.750% for term loans. The applicable margin for loans bearing interest based on the base rate ranges from 0.000% to 0.500% for revolving loans and 0.000% to 0.750% for term loans. In addition, the Company will pay the lenders a facility fee ranging from 0.100% to 0.250% per annum, depending on the Company’s corporate credit ratings, on the commitments under the Revolving Loan Facility (regardless of usages) and the undrawn commitment amount in respect of the Delayed Draw Term Loan. Based on the Company’s current corporate credit ratings, (i) the applicable margin for loans accruing interest at the base rate is 0.500% for term loans and 0.300% for revolving loans and (ii) the applicable margin for loans accruing interest at LIBOR is 1.500% for term loans and 1.300% for revolving loans. The 2016 Credit Agreement contains customary covenants regarding, among other matters, the maintenance of insurance, the preservation and maintenance of the Company’s corporate existence, material compliance with laws and the payment of taxes and other material obligations. As of December 31, 2018, the 2016 Credit Agreement no longer exists as it was replaced by the April 23, 2018 Credit Agreement. The Refinancing Term Loan was used to repay in full the Company’s outstanding loans and other obligations under that certain credit agreement, dated as of September 10, 2012. The Delayed Draw Term Loan was used to finance, in part, the TransFirst acquisition and related transactions. The Revolving Loan Facility is available for draws for purposes of working capital and other general corporate purposes, including to finance, in part, the acquisition and related transactions. The creditor group of the modified debt remained consistent before and after the debt was amended. Debt Covenants The 2018 Credit Agreement also contains 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 2013, 2016 and 2018 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, as defined in the Prospectus Supplements for the 2013, 2016, and 2018 Notes offerings. Annual Principal Payments on Long-term Debt Required annual principal payments on long-term debt for the five years subsequent to December 31, 2018 are summarized as follows: (in thousands) 2019 $ 20,807 2020 11,342 2021 750,000 2022 - 2023 1,905,000 Capital Lease Obligations and License Agreements Capital lease obligations and license agreements as of December 31, 2018 and 2017 consist of: (in thousands) 2018 2017 Capital lease obligations $ 37,177 37,950 License agreements 17,288 4,865 Total capital lease obligations and license agreements 54,465 42,815 Less current portion (8,318) (6,762) Noncurrent portion of capital leases and license agreements $ 46,147 36,053 The Company acquires various computer equipment, software, machinery and equipment and furniture and fixtures under capital lease obligations and license agreements. Refer to Notes 7, 8 and 22 for more information. The capital lease and license agreements 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 and license agreements as of December 31, 2018 are summarized as follows: (in thousands) Capital Leases License Agreements 2019 $ 7,393 2,939 2020 7,319 13,778 2021 7,085 1,390 2022 7,051 39 2023 6,658 - Thereafter 6,868 - Total minimum lease payments 42,374 18,146 Less amount representing interest (5,197) (858) Principal minimum lease payments $ 37,177 17,288 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Liabilities | |
Other Current Liabilities | Note 13 Other Current Liabilities Significant components of other current liabilities as of December 31, 2018 and 2017 are summarized as follows: (in thousands) December 31, 2018 December 31, 2017 Accrued card brand fees $ 55,991 43,814 Accrued third-party commissions 46,977 34,276 Accrued expenses 25,178 34,260 Dividends payable 24,645 24,886 Accrued interest 22,191 19,330 Other 93,168 69,356 Total $ 268,150 225,922 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | Note 14 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 are as follows: Years Ended December 31, (in thousands) 2018 2017 2016 Current income tax expense: Federal $ 75,273 210,550 140,079 State 18,000 20,316 9,218 Foreign 12,330 7,500 4,443 Total current income tax expense 105,603 238,366 153,740 Deferred income tax (benefit) expense: Federal 18,200 (178,879) 8,393 State 3,891 5,093 (65) Foreign (691) 1,298 (893) Total deferred income tax (benefit) expense 21,400 (172,488) 7,435 Total income tax expense $ 127,003 65,878 161,175 Years Ended December 31, (in thousands) 2018 2017 2016 Components of income before income taxes and equity in income of equity investments: Domestic $ 634,433 603,260 454,628 Foreign 25,331 14,302 6,404 Total income before income tax expense $ 659,764 617,562 461,032 Income tax expense differs from the amounts computed by applying the statutory U.S. federal income tax rate of 21% 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) 2018 2017 2016 Computed "expected" income tax expense $ 138,551 216,147 161,425 Increase (decrease) in income tax expense resulting from: International tax rate differential and equity income 14,683 11,953 8,715 State income tax expense, net of federal income tax effect 19,220 12,470 9,127 (Decrease) increase in valuation allowance (1,714) 8,230 2,855 Tax credits (22,963) (20,998) (15,695) Share-based compensation (20,309) (14,310) — Foreign-derived intangible income deduction (7,283) — — Deduction for domestic production activities — (17,150) (12,950) Re-measurement of deferred tax asset / deferred tax liability — (146,093) — Permanent differences and other, net 6,818 15,629 7,698 Total income tax expense $ 127,003 65,878 161,175 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, 2018 and 2017 relate to the following: As of December 31, (in thousands) 2018 2017 Deferred income tax assets: Net operating loss and income tax credit carryforwards $ 32,767 35,089 Allowances for doubtful accounts and billing adjustments 1,132 852 Contract liabilities 8,611 17,813 Share-based compensation 11,735 15,170 Foreign currency translation 1,938 — Postretirement benefits 5,349 4,679 Employee compensation and benefits 7,126 2,790 Foreign timing differences 5,737 2,924 Other, net 8,767 4,522 Total deferred income tax assets 83,162 83,839 Less valuation allowance for deferred income tax assets (27,817) (29,531) Net deferred income tax assets 55,345 54,308 Deferred income tax liabilities: Excess tax over financial statement depreciation (75,222) (43,056) Computer software development costs (56,250) (48,244) Purchased intangibles (32,363) (42,467) Foreign currency translation — (942) Partnership interests (258,007) (143,908) Other, net (6,008) (7,917) Total deferred income tax liabilities (427,850) (286,534) Net deferred income tax liabilities $ (372,505) (232,226) Total net deferred tax assets (liabilities): Noncurrent deferred tax asset $ 7,773 6,091 Noncurrent deferred tax liability (380,278) (238,317) Net deferred tax liability $ (372,505) (232,226) As of December 31, 2018, TSYS had recognized deferred tax assets from net operating losses, capital losses and federal and state income tax credit carryforwards of $5.9 million, $0.3 million and $26.5 million, respectively. As of December 31, 2017, TSYS had recognized deferred tax assets from net operating losses, capital losses, and federal and state income tax credit carryforwards of $6.6 million, $0.3 million, and $28.2 million, respectively. Additionally, net deferred income tax liabilities were increased by $124.2 million as a result of the acquisition of Cayan. 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 $27.8 million and $29.5 million at December 31, 2018 and 2017, respectively. The decrease in the valuation allowance for deferred income tax assets was $1.7 million primarily as a result of utilization of income tax credit carryforwards against the one-time transition tax that was enacted as part of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). TSYS’ effective tax rate was 19.3% and 10.7% for the years ended December 31, 2018 and 2017, respectively. The primary reasons for the higher effective income tax rate for the year ended December 31, 2018 as compared to the same period last year is that the prior year reflected a significant one-time benefit, the elimination of the domestic production activities deduction for 2018 and limitations on executive compensation for 2018 as provided by the Tax Act. This was somewhat offset by favorable variances in discrete items related to excess tax benefits from share-based compensation and the lower 2018 statutory Federal income tax rate and a deduction for foreign-derived intangible income as enacted by the Tax Act. On December 22, 2017, the President signed into law the Tax Act. Some key provisions of this law impacted the Company during this reporting period. One such provision was the reduction of the Federal corporate income tax rate from 35.0% to 21.0%. The Company’s consolidated financial statements reflect the impact of this rate reduction. Additionally, the Tax Act provides for two U.S. tax base erosion provisions which began in 2018. They are the base-erosion and anti-abuse tax (“BEAT”) and the global intangible low-taxed income (“GILTI”). While TSYS’ calculations indicate no impact related to BEAT in 2018, the Company’s GILTI calculations did indicate an insignificant impact, which has been reflected in the Company’s consolidated financial statements. TSYS will continue to perform all necessary calculations, make any needed elections and report any future impacts of GILTI and BEAT as appropriate. The Company has made the policy election to record any liabilities associated with GILTI in the period in which it is incurred. The Tax Act provides the Company with a new deduction for Foreign-Derived Intangible Income (FDII). The deduction effectively results in a preferential tax rate on eligible income generated from TSYS’ non US-based clients located primarily in Europe and Canada. TSYS recorded a FDII tax benefit of $7.3 million in 2018. Although the Tax Act allows repatriation of foreign earnings without incurring U.S. income taxes, TSYS has maintained the previously adopted permanent reinvestment exception under GAAP, with respect to earnings of certain foreign subsidiaries. As a result, TSYS considers foreign earnings related to these foreign operations to be permanently reinvested. Pursuant to U.S. tax requirements, 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 were deemed to be permanently reinvested. The amount of undistributed earnings considered to be “reinvested” which may be subject to tax upon distribution was approximately $115.3 million as of December 31, 2018. Although TSYS does not intend to repatriate these earnings, a distribution of these non-U.S. earnings in the form of dividends, or otherwise, may subject the Company to withholding taxes payable to the various non-U.S. countries. Pursuant to the Tax Act, some amounts related to repatriation of foreign accumulated earnings and related to executive compensation may be considered provisional amounts pursuant to Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 118. As such, these amounts were subject to adjustment during the measurement period ended December 22, 2018. 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 2011. There are currently federal income tax examinations in progress for the years 2011 through 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, 2018, TSYS decreased its liability for uncertain income tax positions by a net amount of approximately $1.5 million. 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 : Years Ended December 31, (in millions) 2018 2017 2016 Beginning balance $ 23.8 16.5 13.1 Current activity: Additions based on tax positions related to current year 2.4 4.9 3.4 Additions for tax positions of prior years 3.2 4.6 3.0 Reductions for tax positions of prior years (6.5) — — Decreases resulting from settlements with tax authorities (0.6) (2.2) (3.0) Net current activity (1.5) 7.3 3.4 Ending balance $ 22.3 23.8 16.5 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 $2.5 million and $2.0 million as of December 31, 2018 and 2017, respectively. The total amounts of unrecognized income tax benefits as of December 31, 2018 and 2017 that, if recognized, would affect the effective tax rates are $23.5 million and $24.5 million (net of the federal benefit on state tax issues), respectively, which includes interest and penalties of $1.7 million and $1.3 million, respectively. TSYS does not expect any significant changes to its calculation of uncertain tax positions during the next twelve months. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans | |
Employee Benefit Plans | Note 16 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 2018 are described as follows: RETIREMENT SAVINGS AND STOCK PURCHASE PLANS: TSYS maintains a single plan, the TSYS Retirement Savings Plan, which is designed to reward all team members of TSYS U.S.-based companies with a uniform employer contribution. Until June 30, 2018, the terms of the plan provided for the Company to match 100% of the employee contribution up to 4% of eligible compensation. Beginning July 1, 2018, the terms of the plan were amended to provide for the Company to match 100% of the employee contributions up to 5% of eligible compensation. The Company can make discretionary contributions up to another 4% based upon business conditions. The Company also maintains a stock purchase plan for employees. The Company contributes 15% of employee contributions up to certain limits. 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, 2018, 2017 and 2016 are as follows: (in thousands) 2018 2017 2016 TSYS Retirement Savings Plan $ 28,196 23,113 21,077 TSYS Stock Purchase Plan 1,793 1,600 1,514 POSTRETIREMENT MEDICAL BENEFITS PLAN: TSYS provides certain medical benefits to qualified retirees through a postretirement medical benefits plan, which is immaterial to the Company's consolidated financial statements. The measurement of the benefit expense and accrual of benefit costs associated with the plan do not reflect the effects of the 2003 Medicare Act. Additionally, the benefit expense and accrued benefit cost associated with the plan, as well as any potential impact of the effects of the 2003 Medicare Act, are not significant to the Company's consolidated financial statements. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity | |
Equity | Note 17 Equity DIVIDENDS: Dividends on common stock of $94.6 million were paid in 2018, compared to $79.0 million and $73.4 million in 2017 and 2016, respectively. EQUITY COMPENSATION PLANS: The following table summarizes TSYS' equity compensation plans by category as of December 31, 2018: (a) (b) (c) (in thousands, except per share data) Plan Category Number of Weighted Number of Securities Equity compensation plans approved by security holders 3,585 $ 49.27 1 13,964 2 The Company does not have any equity compensation plans that were not approved by security holders. 1 Weighted-average exercise price represents 2.0 million options only and does not include restricted share units that have no exercise price. 2 Shares available for future grants under the Total System Services, Inc. 2017 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, 2018 | |
Share-Based Compensation | |
Share-Based Compensation | Note 18 Share-Based Compensation 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. Share-Based Compensation and Long-Term Incentive Plans TSYS maintains the Total System Services, Inc. 2017 Omnibus Plan, 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 shares, are settled in 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 Total System Services, Inc. 2017 Omnibus Plan. Effective as of, or prior to, April 27, 2017, no additional awards may be made from any of the other plans. The aggregate number of shares of TSYS stock which may be granted, or could have been granted, to participants pursuant to awards granted under the various plans may not exceed the following: (in thousands) Plan Shares Total System Services, Inc. 2017 Omnibus Plan 15,000 Total System Services, Inc. 2012 Omnibus Plan 17,000 Total System Services, Inc. 2007 Omnibus Plan 5,000 Total System Services, Inc. 2002 Long-term Incentive Plan 9,400 Total System Services, Inc. 2000 Long-term Incentive Plan 2,400 Share-based compensation costs are classified as selling, general and administrative expenses on the Company’s consolidated statements of income and corporate administration and other expenses for segment reporting purposes. TSYS’ share-based compensation costs are expensed, rather than capitalized, as these awards are typically granted to individuals not involved in capitalizable activities. For the year ended December 31, 2018, share-based compensation was $48.8 million compared to $42.4 million and $43.7 million for the same periods in 2017 and 2016, 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 and vest over a period of up to four years. The grants to non-management members of the Board of Directors were fully vested on the date of grant. The market value of the TSYS common stock at the date of issuance is charged as compensation expense over the vesting periods or derived service periods. The following table summarizes the number of shares granted each year: 2018 2017 2016 Number of shares granted 326,968 329,051 362,804 Market value ( in millions ) $ 29.1 18.1 16.8 A summary of the status of TSYS' nonvested shares as of December 31, 2018, 2017 and 2016 and the changes during the periods are presented below: 2018 2017 2016 (in thousands, except per share data) Shares Weighted Average Grant Date Fair Value Shares Weighted Shares Weighted Outstanding at beginning of year 634 $ 47.19 863 $ 37.78 1,146 $ 31.11 Granted 327 89.13 329 55.06 363 46.23 Vested (336) 46.10 (458) 36.01 (563) 29.95 Forfeited/canceled/adjusted (85) 54.30 (100) 43.82 (84) 36.79 Outstanding at end of year 540 $ 72.08 634 $ 47.19 863 $ 37.78 As of December 31, 2018, there was approximately $21.6 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 1.8 years. Performance- and Market-Based Awards The Company granted performance- and market-based shares to certain key executives and 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% of target. During 2018, 2017 and 2016, the Compensation Committee established performance goals based on various financial and market-based measures. Compensation expense for performance-based 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 over the derived service period. 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, the vesting period, or the derived service period. As of December 31, 2018, there was approximately $19.7 million of unrecognized compensation cost related to TSYS performance-based awards that is expected to be recognized through December 2020. As of December 31, 2018, there was approximately $2.0 million of unrecognized compensation cost related to TSYS market-based awards that is expected to be recognized through December 2020. The number of market-based awards granted during 2018, 2017 and 2016 were 33,940, 44,275, and 58,807, respectively. The performance measure for the market-based awards is the Company’s Total Shareholder Return (“TSR”) as compared to the TSR of the companies in the S&P 500 at the end of the performance period. During the years ended December 31, 2018, 2017 and 2016, the Company granted performance-based awards based on non-financial operational metrics and the following financial performance measures: Performance Measure Definition of Measure Adjusted diluted EPS Adjusted earnings divided by weighted average diluted shares outstanding used for diluted EPS calculations. Adjusted earnings is net income excluding the after-tax impact of share-based compensation expense, amortization of acquisition intangibles, merger and acquisition expenses for completed acquisitions and litigation claims, judgments or settlement expenses and related legal expenses. Net revenue Net revenue is total revenue less reimbursable items, as well as merchant acquiring interchange and payment network fees charged by card associations or payment networks that are recorded by TSYS as expense. Adjusted EPS Adjusted EPS is adjusted earnings divided by weighted average shares outstanding used for basic EPS. Revenues before reimbursable items Revenues before reimbursable items is total revenue less reimbursable items which consist of out-of-pocket expenses which are reimbursed by the Company’s clients. These expenses consist primarily of postage, access fees and third-party software. The number of performance-based shares with a one-year performance period granted during the years ended December 31, 2018, 2017 and 2016 totaled 84,600, 146,094, and 160,600, respectively. The number of performance-based shares with a three-year performance period granted during the years ended December 31, 2018, 2017 and 2016 totaled 130,840, 129,442, and 312,293, respectively. The grants awarded with a three-year performance period during 2018, 2017 and 2016 will be expensed through December 31, 2020, 2019 and 2018, respectively. A summary of the awards authorized in each year is below: Total Number of Shares Awarded 1 Potential Number of Performance-and Market-Based Shares to be Vested 2 Year Potential Performance-and Market-Based Shares Will Fully Vest 3 2018 249,380 426,963 2017 319,811 903,364 2016 531,700 687,015 1 Shares awarded does not include dividend equivalents. 2 Includes dividend equivalents. 3 Represents year in which authorized performance and market-based shares will fully vest if they had been granted during 2018, 2017, and 2016, respectively. A summary of the status of TSYS' performance- and market-based nonvested shares as of December 31, 2018, 2017 and 2016 and changes during those periods are presented below: 2018 2017 2016 (in thousands, except per share data) Shares 1 Weighted Shares 1 Weighted Shares 1 Weighted Outstanding at beginning of year 805 $ 45.41 982 $ 33.43 918 $ 31.19 Granted 521 93.28 618 52.48 540 45.91 Vested (569) 40.69 (621) 14.85 (140) 37.91 Forfeited/canceled/adjusted (112) 59.50 (174) 46.98 (336) 37.70 Outstanding at end of year 645 $ 67.44 805 $ 45.41 982 $ 33.43 1 Includes dividend equivalents. Stock Option Awards 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. During 2018, 2017 and 2016, 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 weighted average fair value of the options granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model. In December 2018, the Company modified the exercise provisions for stock option awards granted to non-management members of its Board of Directors. The modification permits non-management directors to exercise the option for the remainder of the option’s term if the director’s service ceases for any reason . Previously, the non-management members of the Board of Directors had one year from the time they retire from the Board of Directors to exercise their options. The total incremental compensation cost resulting from the modification is immaterial. The following table summarizes the weighted average assumptions, and the weighted average fair value of the options: 2018 2017 2016 Number of options granted 362,525 550,527 687,685 Weighted average exercise price $ 86.91 54.97 47.01 Risk-free interest rate 2.55 % 1.78 1.24 % Expected volatility 21.80 % 21.72 21.53 % Expected term (years) 4.9 4.6 4.5 Dividend yield 0.63 % 0.73 0.86 % Weighted average fair value $ 19.44 10.85 8.50 A summary of TSYS' stock option activity as of December 31, 2018, 2017 and 2016, and changes during the years ended on those dates is presented below: 2018 2017 2016 (in thousands, except per share data) Options Weighted Options Weighted Options Weighted Outstanding at beginning of year 2,695 $ 37.15 2,996 $ 32.78 2,887 $ 28.07 Granted 362 86.91 551 54.97 688 47.01 Exercised (1,020) 30.55 (730) 30.05 (500) 23.43 Forfeited/canceled (45) 51.72 (122) 52.76 (79) 43.49 Outstanding at end of year 1,992 $ 49.27 2,695 $ 37.15 2,996 $ 32.78 Options exercisable at year-end 1,234 $ 38.08 1,758 $ 31.00 1,877 $ 28.45 Weighted average fair value of options granted during the year $ 19.44 $ 10.85 $ 8.50 As of December 31, 2018, 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) 8.4 6.0 Aggregate intrinsic value (in thousands) $ 12,437 53,366 Shares Issued for Options Exercised During 2018, 2017 and 2016, 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 2018 1,020 $ 57,868 2017 730 23,629 2016 500 12,984 For awards granted before January 1, 2006, that were not fully vested on January 1, 2006, the Company recorded the tax benefits from the exercise of stock options as increases to the "Additional paid-in capital" line item of the Consolidated Balance Sheets. Through December 31, 2016, if the Company recognized tax benefits, the Company recorded these tax benefits from share-based compensation costs as cash inflows in the financing section and cash outflows in the operating section in the Consolidated Statement of Cash Flows. The Company elected to use the short-cut method to calculate its historical pool of windfall tax benefits. As previously disclosed, the Company adopted ASU 2016-09 Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting effective January 1, 2017 on a prospective basis. As of December 31, 2018, there was approximately $3.6 million of total unrecognized compensation cost related to TSYS stock options that is expected to be recognized over a remaining weighted average period of 1.7 years. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2018 | |
Treasury Stock. | |
Treasury Stock | Note 19 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 Shares Treasury Shares Cost 2018 22,179 $ 1,042,687 2017 21,862 909,960 2016 19,314 646,047 Stock Repurchase Plan In January 2015, TSYS announced that its Board had approved a 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 table below summarizes these repurchases under the plan by year: (in thousands, except per share data) Total Number of Average Price Paid Repurchased Shares Cost 2018 2,000 $ 85.95 $ 171,898 2017 3,850 73.41 282,645 2016 500 48.57 24,287 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, 2018: (in thousands, except per share data) Total Number of Shares Purchased Average Price Paid per Share 1 Total Number of Cumulative shares Purchased as Part of Publicly Announced Plans or Programs 2 Maximum Number of Shares That May yet be Purchased Under the Plans or Programs 2 October 2018 - $ - 9,500 10,500 November 2018 740 85.77 10,240 9,760 December 2018 1,268 1 86.00 11,500 8,500 Total 2,008 3 $ 85.92 1 Includes a total of 7,681 shares (not rounded) in December withheld for payment of taxes. 2 In January 2015, TSYS’ Board of Directors approved a stock repurchase plan to repurchase 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. 3 Total number of shares purchased amounts may not total due to rounding. 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 2018 and 2017, the Company acquired 12,518 shares for approximately $1.1 million, and acquired 20,875 shares for approximately $1.6 million, respectively, as a result of share withholding for taxes. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss (AOCL) | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Loss (AOCL) | |
Accumulated Other Comprehensive Loss (AOCL) | Note 20 Accumulated Other Comprehensive Loss (AOCL) 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 (“AOCI”) (loss) are as follows: (in thousands) Foreign Currency Translation Adjustments Gain on Available-For-Sale Securities Change in Postretirement Healthcare Plans Total Accumulated Other Comprehensive Loss, Net of Tax Balance as of December 31, 2015 $ (35,013) 2,503 (1,034) $ (33,544) Pretax amount (36,341) 11,394 775 (24,172) Tax effect (5,872) 4,035 279 (1,558) Net-of-tax amount (30,469) 7,359 496 (22,614) Balance as of December 31, 2016 (65,482) 9,862 (538) (56,158) Pretax amount 24,794 (2,050) (682) 22,062 Tax effect 2,776 (634) (90) 2,052 Net-of-tax amount 22,018 (1,416) (592) 20,010 Balance as of December 31, 2017 (43,464) 8,446 (1,130) (36,148) Pretax amount (21,495) (6,896) (682) (29,073) Tax effect (1,169) (1,534) 34 (2,669) Net-of-tax amount (20,326) (5,362) (716) (26,404) Reclassification for adoption of ASU 2018-02 (Note 1) 604 1,968 (243) 2,329 Balance as of December 31, 2018 $ (63,186) 5,052 (2,089) $ (60,223) As discussed in Note 1, the Company early adopted ASU 2018-02 as of July 1, 2018 and recorded a balance sheet reclassification of $2.3 million between accumulated other comprehensive loss and retained earnings. 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 and Major Cus
Segment Reporting and Major Customers | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting and Major Customers | |
Segment Reporting and Major Customers | Note 21 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. The Company also provides financial service solutions to consumers and businesses in the United States. Corporate expenses, such as finance, legal, human resources, mergers and acquisitions and investor relations are categorized as Corporate Administration and Other. At TSYS, the chief operating decision maker (“CODM”) is a group consisting of Senior Executive Management. The information utilized by the CODM consists of the financial statements and the main metrics monitored are revenue growth and growth in profitability. During the second quarter of 2018, the CODM renamed the Netspend segment to the Consumer Solutions segment as a part of the rebranding of the segment. There has been no change to the composition of the Consumer Solutions segment. Therefore, no prior periods were restated. The Company acquired Cayan in January 2018 and substantially all of the assets of iMobile3, LLC in June 2018. In April 2016, the Company completed the acquisition of all of the outstanding stock of TransFirst. These acquisitions are part of the Merchant Solutions segment. Refer to Note 23 for more information regarding the Company’s acquisitions. Issuer Solutions includes electronic payment processing services and other services provided from within the North America region and internationally. Merchant Solutions includes electronic processing and other services provided to merchants and merchant acquirers. The Consumer Solutions segment provides GPR prepaid debit and payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United States. TSYS’ operating segments share certain resources, such as information technology support, that TSYS allocates based on various metrics depending on the nature of the service. Operating Segments Years Ended December 31, (in thousands) 2018 2017 2016 Adjusted operating income by segment: Issuer Solutions (a) $ 608,392 574,580 525,025 Merchant Solutions (b) 484,197 391,466 307,595 Consumer Solutions (c) 193,472 182,082 160,371 Corporate Administration and Other (151,167) (148,564) (135,996) Adjusted segment operating income 1 (d) 999,564 856,995 Less: Share-based compensation 48,758 42,409 43,728 Cayan and TransFirst merger & acquisition (M&A) and integration expenses 2 26,550 13,367 28,176 Litigation, claims, judgments or settlements - 1,947 21,719 Acquisition intangible amortization 236,848 207,797 189,990 Operating income 822,738 734,044 573,382 Nonoperating expenses, net (162,974) (116,482) (112,350) Income before income taxes and equity in income of equity investments $ 659,764 617,562 461,032 Net revenue by segment: Issuer Solutions (e) $ 1,718,177 1,594,959 1,515,462 Merchant Solutions (f) 1,344,718 1,103,682 898,533 Consumer Solutions (g) 806,430 746,870 663,579 Segment net revenue 3,869,325 3,445,511 3,077,574 Less: intersegment revenues 53,425 45,179 35,698 Net revenue 3 (h) 3,815,900 3,400,332 3,041,876 Add: reimbursable items, interchange and payment network fees 4 212,311 1,527,633 1,128,201 Total revenues $ 4,028,211 4,927,965 4,170,077 Adjusted segment operating margin on net revenue: Issuer Solutions (a)/(e) Merchant Solutions (b)/(f) Consumer Solutions (c)/(g) Adjusted segment operating margin on net revenue (d)/(h) 1 Adjusted segment operating income excludes acquisition intangible amortization, TransFirst and Cayan M&A and integration expenses, share-based compensation and expenses associated with Corporate Administration and Other. 2 Excludes share-based compensation. 3 Net revenue is total revenues less reimbursable items (such as postage), as well as, merchant acquiring interchange and payment network fees charged by the card associations or payment networks that are recorded by TSYS as expense. 4 As discussed in Note 1, the most significant impact of the Company’s adoption of ASC 606 as of January 1, 2018 is the result of gross versus net presentation of interchange and payment network fees. In 2018, these fees collected on behalf of the payment networks and card issuers are presented “net” of the amounts paid to them, as opposed to the “gross” presentation for certain of these fees in 2017 and 2016. The following table presents the Company’s depreciation and amortization expense by segment: Years Ended December 31, (in thousands) 2018 2017 2016 Depreciation and amortization by segment: Issuer Solutions $ 119,402 147,914 141,309 Merchant Solutions 30,713 29,477 25,553 Consumer Solutions 17,424 15,838 13,133 Segment depreciation and amortization 167,539 193,229 179,995 Acquisition intangible amortization 236,848 207,797 189,990 Corporate administration and other 4,186 4,880 3,561 Total depreciation and amortization 1 $ 408,573 405,906 373,546 1 Client incentive/contract asset amortization is no longer included in depreciation and amortization due to the adoption of ASC 606 on January 1, 2018. The following table presents the Company’s total assets by segment: As of December 31, (in thousands) 2018 2017 Issuer Solutions $ 6,843,451 5,735,195 Merchant Solutions 4,248,183 3,136,395 Consumer Solutions 1,374,667 1,418,644 Intersegment assets (4,997,592) (3,958,545) Total assets $ 7,468,709 6,331,689 The Company maintains property and equipment, net of accumulated depreciation and amortization, in the following geographic areas: As of December 31, (in thousands) 2018 2017 United States $ 321,119 273,690 Europe 45,872 43,586 Other 16,083 7,942 Total $ 383,074 325,218 The following tables reconcile geographic revenues to external revenues by operating segment based on the domicile of the Company’s customers for the years ended December 31: 2018 2 (in thousands) Issuer Solutions Merchant Consumer Solutions Total Percentage of Revenues United States $ 1,079,461 1,350,671 806,287 $ 3,236,419 80.4 % Europe 1 375,793 625 - 376,418 9.3 Canada 1 324,937 1,148 - 326,085 8.1 Other 1 88,114 1,175 - 89,289 2.2 Total $ 1,868,305 1,353,619 806,287 $ 4,028,211 100.0 % 2017 (in thousands) Issuer Solutions Merchant Consumer Solutions Total Percentage of Revenues United States $ 1,051,292 2,428,327 745,235 $ 4,224,854 85.7 % Europe 1 320,400 284 - 320,684 6.5 Canada 1 313,674 1,496 - 315,170 6.4 Other 1 66,102 1,155 - 67,257 1.4 Total $ 1,751,468 2,431,262 745,235 $ 4,927,965 100.0 % 2016 (in thousands) Issuer Solutions Merchant Consumer Solutions Total Percentage of Revenues United States $ 1,032,381 1,826,775 660,845 $ 3,520,001 84.4 % Europe 1 306,894 227 - 307,121 7.4 Canada 1 284,028 705 - 284,733 6.8 Other 1 57,460 762 - 58,222 1.4 Total $ 1,680,763 1,828,469 660,845 $ 4,170,077 100.0 % 1 Certain of these revenues are impacted by movements in foreign currency exchange rates. 2 Includes the impact of adopting ASC 606. MAJOR CUSTOMER: For the years ended December 31, 2018, 2017 and 2016, the Company had no major customers. |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplementary Cash Flow Information | |
Supplementary Cash Flow Information | Note 22 Supplemental Cash Flow Information Equipment Acquired Under Capital Lease Obligations and Software Acquired Under License Agreements The Company acquired approximately $8.4 million, $40.8 million and $1.8 million of equipment under capital lease obligations in 2018, 2017 and 2016, respectively. The Company acquired approximately $14.8 million and $8.5 million of software under license agreements in 2018 and 2017, respectively. The amount of software acquired under license agreements in 2016 was insignificant. Additionally, the Company acquired $52.2 million of software through vendor financing and other arrangements in 2018. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | |
Acquisitions | Note 23 Acquisitions The revenue and operating loss of the Company’s 2018 acquisitions included in the Company’s Consolidated Statements of Income since the acquisitions are $179.0 million and ($5.4) million, respectively, for the year ended December 31, 2018. iMobile3 On June 1, 2018, TSYS acquired substantially all of the assets of iMobile3, LLC, a leading provider of private-labeled small business solutions within the payments industry, for $13.4 million in cash. The newly acquired business is part of the Company’s Merchant Solutions segment. The goodwill amount of $5.3 million arising from the acquisition is primarily attributable to the economies of scale from combining the assets of TSYS and iMobile3. All of the goodwill was assigned to TSYS’ Merchant Solutions segment. The goodwill recognized is expected to be deductible for income tax purposes. Identifiable intangible assets acquired in the iMobile3 acquisition include technology of $6.9 million and non-compete agreements of $900,000. The measurement period, during which changes in assets or other items of consideration are subject to adjustment, ends one year following the acquisition date. The intangible assets are being amortized over their estimated useful lives of three to five years based on the pattern of expected future economic benefit, which approximates a straight-line basis over the useful lives of the assets. Additional disclosures relating to the iMobile3 acquisition, including pro forma financial information, have not been included since the transaction is insignificant. Redeemable Noncontrolling Interest – CPAY 2018 In April 2018, the Company acquired the remaining 15% equity interest in Central Payment Co., LLC from a privately-owned company for $126.0 million. 2017 On February 3, 2017, the Company acquired an additional 10% equity interest in CPAY from a privately-owned company for $70.0 million. This purchase reduced the remaining redeemable noncontrolling interest in CPAY to 15% of its total outstanding equity and extended the put call arrangement until April 2018. The transaction resulted in a decrease to noncontrolling interest of $9.8 million and a decrease to additional paid-in-capital of $60.2 million. Cayan On January 11, 2018, TSYS completed the acquisition of 100 percent ownership of Cayan, a payment technology company focused on integrated payment solutions and merchant acquiring, in an all cash transaction valued at approximately $1.05 billion. In connection with the acquisition, the Company entered into a Loan Facility with Bank of America, N.A. as administrative agent and the other lenders a party thereto from time to time to provide a $450 million two-year bilateral loan (see Note 12). The results of the newly acquired business are being reported by TSYS as part of the Merchant Solutions segment. The goodwill amount of $0.8 billion arising from the acquisition is primarily attributable to the expansion of the Merchant Solutions segment’s customer base, differentiation in market opportunity and economies of scale expected from combining the operations of TSYS and Cayan. All of the goodwill was assigned to TSYS’ Merchant Solutions segment. Approximately $0.4 billion of the goodwill recognized is expected to be deductible for income tax purposes. The following table summarizes the consideration paid for Cayan and the recognized amounts of the identifiable assets acquired and liabilities assumed on January 11, 2018 (the acquisition date). (in thousands) Consideration Cash $ 1,054,931 Fair value of total consideration transferred $ 1,054,931 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 16,854 Accounts receivable 16,421 Property and equipment 18,037 Deferred tax assets 3,558 Other assets 3,032 Identifiable intangible assets 314,785 Deferred tax liabilities (127,804) Other liabilities (36,600) Total identifiable net assets 208,283 Goodwill 846,648 Total identifiable assets acquired and liabilities assumed $ 1,054,931 During 2018, there was an increase of $1.2 million in the purchase price due to the finalization of the working capital adjustment. In addition, there was a $13.3 million decrease in identifiable tangible assets, a $6.8 million decrease in identifiable intangible assets, a $14.0 million increase in deferred tax liabilities and a $3.4 million increase in other liabilities that resulted in a net increase to goodwill of $38.7 million. Identifiable intangible assets acquired in the Cayan acquisition include merchant relationships, channel relationships, current technology, the Cayan and Genius trade names, non-compete agreements and favorable leases. The identifiable intangible assets had no significant estimated residual value. These intangible assets are being amortized over their estimated useful lives of one to ten years based on the pattern of expected future economic benefit, which approximates a straight-line basis over the useful lives of the assets. The fair value of the acquired identifiable intangible assets of $314.8 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 acquisition and the related estimated weighted average useful lives are as follows: (in millions) Fair Value Weighted Average Useful Life (in years) Merchant relationships $ 171.6 Channel relationships 80.4 Technology 40.8 Trade names 17.1 Covenants not-to-compete 3.2 Favorable leases 1.7 Total acquired identifiable intangible assets $ 314.8 7.8 The fair value measurement of the identifiable intangible assets represents Level 3 measurements as defined in ASC 820, Fair Value Measurement . Key assumptions include (a) cash flow projections based on market participant and internal data, (b) a discount rate of 12.0%, (c) a pre-tax royalty rate range of 1.5-8.0%, (d) attrition rate of 12.0%, (e) an effective tax rate of 27%, and (f) a terminal value based on a long-term sustainable growth rate of 3%. In connection with the acquisition, TSYS incurred $16.3 million in acquisition-related costs primarily related to professional legal, finance, and accounting costs. These costs were expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statements of Income for the year ended December 31, 2018. Pro Forma Results of Operations (Unaudited) The following unaudited pro forma financial information shows the results of operations of the combined entities as if the acquisition of Cayan had occurred on January 1, 2017. The unaudited pro forma information reflects certain pro forma adjustments to the combined financial information of TSYS and Cayan. The pro forma adjustments include incremental depreciation and amortization expense, incremental interest expense associated with new long-term debt and the elimination of non-recurring transaction costs directly related to the acquisition. Supplemental Pro Forma Year ended (in thousands) December 31, 2017 Total revenues $ 5,077,632 Net income attributable to TSYS common shareholders $ 549,771 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 Cayan’s operations had occurred prior to January 1, 2017, 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. As discussed in Notes 1 and 2, the most significant impact of the Company’s adoption of ASC 606 as of January 1, 2018 is the result of gross versus net presentation of interchange and payment network fees. In 2018, these fees collected on behalf of the payment networks and card issuers are presented “net” of the amounts paid to them, as opposed to the “gross” presentation for certain of these fees in 2017 and 2016. 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 statement of operations following the acquisition: · Acquisition and related financing transaction 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 Cayan into TSYS. TransFirst 2017 In 2017, the Company decreased the Merchant Solutions goodwill due to deferred tax adjustments of $12.1 million and the write-off of a note receivable of $727,000 on the opening balance sheet of TransFirst. 2016 On April 1, 2016, the Company acquired all of the outstanding capital stock of TransFirst for an aggregate purchase price of $2.35 billion in cash as of the closing, which was subject to certain working capital and other adjustments, as described in the Purchase Agreement. TransFirst previously operated as a privately held company, under the ownership of Vista Equity Partners. The results of the newly acquired business are being reported by TSYS as part of the Merchant Solutions segment. The Company funded the cash consideration and the payment of transaction related expenses through a combination of cash-on-hand and proceeds from debt financings, including proceeds drawn under the Company’s 2016 Credit Agreement and the proceeds from the issuance of the 2016 Notes, which together included proceeds of approximately $2.35 billion. The goodwill amount of $1.7 billion arising from the acquisition is primarily attributable to the expansion of the Merchant Solutions segment’s customer base, differentiated distribution channels and economies of scale expected from combining the operations of TSYS and TransFirst. All of the goodwill was assigned to TSYS’ Merchant Solutions segment. The goodwill recognized is not expected to be deductible for income tax purposes. Identifiable intangible assets acquired in the TransFirst acquisition include merchant relationships, channel relationships, current technology, the TransFirst trade name, not-to-compete agreements and a favorable lease. The identifiable intangible assets had no significant estimated residual value. These intangible assets are being amortized over their estimated useful lives of one to ten years based on the pattern of expected future economic benefit, which approximates a straight-line basis over the useful lives of the assets. The fair value of the acquired identifiable intangible assets of $814.1 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. |
Collaborative Arrangement
Collaborative Arrangement | 12 Months Ended |
Dec. 31, 2018 | |
Collaborative Arrangement | |
Collaborative Arrangement | Note 24 Collaborative Arrangement Until March 2018, TSYS had a 45% interest in an enterprise jointly owned with two other entities which operates aircraft for the owners’ internal use. In March 2018, TSYS and one of the other entities each purchased a 5% ownership from the third entity for an immaterial amount, which effectively removed the third entity from the joint enterprise. This transaction resulted in TSYS and the other entity having a 50% interest in the joint enterprise. 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share | |
Earnings Per Share | Note 25 Earnings Per Share The following table illustrates basic and diluted EPS under the guidance of GAAP for the years ended December 31, 2018, 2017 and 2016: 2018 2017 2016 (in thousands, except per share data) Common Common Common Basic EPS: Net income attributable to TSYS common shareholders $ 576,656 586,185 319,638 Less income allocated to nonvested awards (350) (1,373) (1,557) Net income allocated to common stock for EPS calculation (a) $ 576,306 584,812 318,081 Average common shares outstanding (b) 181,956 183,309 182,744 Basic EPS (a)/(b) $ 3.17 3.19 1.74 Diluted EPS: Net income attributable to TSYS common shareholders $ 576,656 586,185 319,638 Less income allocated to nonvested awards (350) (1,373) (1,557) Add income reallocated to nonvested awards 1 350 1,373 1,557 Net income allocated to common stock for EPS calculation (c) $ 576,656 586,185 319,638 Average common shares outstanding 181,956 183,309 182,744 Increase due to assumed issuance of shares related to common equivalent shares outstanding 976 1,162 813 Average nonvested awards 1 987 959 891 Average common and common equivalent shares outstanding (d) 183,919 185,430 184,448 Diluted EPS (c)/(d) $ 3.14 3.16 1.73 1 In accordance with the diluted EPS guidance under the two-class method, the Company uses the approach-either the treasury stock method or the two-class method assuming a participating security is not exercised- that is more dilutive. The diluted EPS calculation excludes stock options and nonvested awards that are exercisable into 0.3 million, 0.3 million and 0.4 million common shares for the years ended December 31, 2018, 2017 and 2016, respectively, because their inclusion would have been anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events | |
Subsequent Events | Note 26 Subsequent Events Management performed an evaluation of the Company’s activity as of the date these audited financial statements were issued and has concluded that there are no significant events requiring disclosure. |
Schedule II Schedule - Valuatio
Schedule II Schedule - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Schedule II Schedule - Valuation and Qualifying Accounts | |
Schedule II Schedule - Valuation and Qualifying Accounts | Schedule II Schedule — Valuation and Qualifying Accounts TOTAL SYSTEM SERVICES, INC. Schedule II Valuation and Qualifying Accounts (in thousands) Balance at Additions Balance at beginning Charged to Deductions end of period costs and expenses Write-offs of period Year ended December 31, 2016: Provision for doubtful accounts $ 1,757 6,970 (1) (3) $ Provision for billing adjustments $ 926 614 (1) (3) $ Provision for merchant losses $ 1,366 1,682 (1) (3) $ Transaction processing provisions - processing errors $ 6,457 3,669 (2) (3) $ Provision for cardholder losses $ 9,391 49,362 (4) (3) $ Deferred tax valuation allowance $ 18,446 4,124 (5) (6) $ Year ended December 31, 2017: Provision for doubtful accounts $ 3,482 10,796 (1) (3) $ Provision for billing adjustments $ 1,360 (627) (1) (3) $ Provision for merchant losses $ 2,039 5,002 (1) (3) $ Transaction processing provisions - processing errors $ 2,851 6,714 (2) (3) $ Provision for cardholder losses $ 10,527 51,194 (4) (3) $ Deferred tax valuation allowance $ 21,301 8,648 (5) (6) $ Year ended December 31, 2018: Provision for doubtful accounts $ 5,331 9,658 (1) (3) $ Provision for billing adjustments $ 547 655 (1) (3) $ Provision for merchant losses $ 4,326 2,649 (1) (3) $ Transaction processing provisions - processing errors $ 2,208 4,514 (2) (3) $ Provision for cardholder losses $ 9,519 65,108 (4) (3) $ Deferred tax valuation allowance $ 29,531 996 (5) (6) $ (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 adjustments which are recorded against revenues. (2) Amount reflected is the change in transaction processing provisions reflected in cost of services. (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) Amount represents the charges in the provision for cardholder losses reflected in cost of services. (5) Amount represents an increase in the amount of deferred tax assets, which more likely than not, will not be realized. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible assets | |
Recently Adopted and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted the following ASUs: In March 2018, the FASB issued ASU 2018-05 Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . This ASU adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes , in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act was signed into law. The Company adopted the provisions of SEC Staff Accounting Bulletin No. 118 as of December 22, 2017. See Note 14 for further discussion regarding income taxes. In February 2018, the FASB issued ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments in this ASU eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this ASU is permitted. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The ASU was early adopted by the Company as of July 1, 2018 and the Company recorded a balance sheet reclassification of $2.3 million between accumulated other comprehensive loss and retained earnings. In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-09 Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The ASU was adopted by the Company on January 1, 2018. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities is a business. The framework assists entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set of assets and activities has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. The ASU was adopted by the Company on January 1, 2018. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this guidance on January 1, 2018 and has applied the guidance using a retrospective transition method for all periods presented. In October 2016, the FASB issued ASU 2016-16 Income Taxes (Topic 740): Intra-Equity Transfers of Assets Other Than Inventory, which requires that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and eliminates the exception for an intra-entity transfer of an asset other than inventory. The ASU was adopted by the Company on January 1, 2018. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments , which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flow. The ASU was adopted by the Company on January 1, 2018. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows. In January 2016, the FASB issued ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. The ASU significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU was adopted by the Company on January 1, 2018. The adoption of this ASU did not 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 (Topic 606), 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 replaces most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The FASB has issued several additional ASUs since this time that add additional clarification to certain issues existing after the original ASU was released. All of the new standards were effective for the Company on January 1, 2018. The standards permit the use of either the full retrospective or modified retrospective transition method. TSYS adopted the new revenue standard as of January 1, 2018 using the modified retrospective transition method. See Notes 1 and 2 for further discussion of the Company’s adoption of this new standard. New Accounting Pronouncements In November 2018, the FASB issued ASU 2018-18 Collaborative Arrangements (Topic 808), Clarifying the Interaction between Topic 808 and Topic 606. The amendments in this update make targeted improvements to GAAP for collaborative arrangements as follows: 1. Clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. 2. Add unit of account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. 3. Require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. The ASU is effective for the Company on January 1, 2020. Early adoption of the ASU is permitted. The Company is evaluating the effects of ASU 2018-18 on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU is effective for the Company on January 1, 2020. Early adoption of the ASU is permitted. The Company is evaluating the effects of ASU 2018-15 on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The FASB is issuing the amendments in this update in connection with the FASB Statement of Financial Accounting Concepts No. 8, Conceptual Framework for Financial Reporting-Chapter 8: Notes to Financial Statements, which was finalized in August 2018. The amendments in this update modify the disclosure requirements on fair value measurement in Topic 820, Fair Value Measurement, by removing, modifying or adding disclosures. The ASU is effective for the Company on January 1, 2020. Early adoption of the ASU is permitted. The Company is evaluating the effects of ASU 2018-13 on its consolidated financial statements. In September 2017, the FASB issued ASU 2017-13 Revenue Recognition (Topic 605), Revenues from Customers (Topic 606), Leases (Topic 840) and Leases (Topic 842), which made amendments to SEC paragraphs pursuant to the Staff Announcement at the July 20, 2017 Emerging Issues Task Force (“EITF”) Meeting and rescission of prior SEC Staff Announcements and Observer comments. This guidance, which is effective immediately, generally relates to the adoption of ASC 606 and 842. The adoption of the amendments in this ASU relating to ASC 606 did not have a material impact on the Company’s financial position, results of operations or cash flows. The Company does not expect the adoption of the amendments in this ASU relating to ASC 842 to have a material impact on the Company’s financial position, results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The ASU is effective for the Company on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. The Company is evaluating the effect of ASU 2016-13 on its consolidated financial statements. Recent Accounting Pronouncements Related to Leases In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), which introduces a lessee model that brings most operating leases on the balance sheet and aligns many of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. The new guidance will be effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early adoption is permitted for all entities. The FASB has issued several additional ASUs that provide additional clarification to certain issues existing after ASU 2016-02 was released. In December 2018, the FASB issued ASU 2018-20 Leases (Topic 842), Narrow-Scope Improvements for Lessors . The amendments in this update create a lessor practical expedient applicable to sales and other similar taxes incurred in connection with a lease, and simplify lessor accounting for lessor costs paid by the lessee. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements to provide entities with an additional (and optional) transition method to adopt the new leases standard and provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if certain criteria are met. Also in July 2018, the FASB issued ASU 2018-10 Codification Improvements to Topic 842 to make amendments addressing sixteen issues related to various aspects of ASU 2016-02. The effective date and transition requirements for the amendments in ASU 2018-20, ASU 2018-11 and ASU 2018-10 are the same as the effective date and transition requirements in ASU 2016-02. The Company adopted ASU 2016-02 on January 1, 2019 using the additional transition method (cumulative effect method) provided by ASU 2018-11. The Company has elected to utilize the following practical expedients and accounting policy elections: · The Company, electing as a package, will not reassess: (a) whether expired or existing contracts contain leases under the new definition of a lease, (b) lease classification for expired or existing leases, and (c) whether previously capitalized initial direct costs would qualify for capitalization under ASU 2016-02. · The Company will not evaluate land easements that exist or expired before the Company’s adoption of ASU 2016-02 and that were not previously accounted for as leases. · From a lessee perspective, the Company has elected to combine lease and non-lease components for all classes of assets except for computer equipment. Accordingly, for all asset classes excluding computer equipment, the Company will account for the combined lease and non-lease components as a single lease component. For computer equipment, the Company will account for lease and non-lease components, such as maintenance, separately. · From a lessee perspective, the Company has elected, as an accounting policy election by class of underlying asset, not to recognize Right-of-Use (“ROU”) assets and lease liabilities for short-term leases. · From a lessor perspective, the Company has elected to utilize the practical expedient in ASU 2018-11 to not separate non-lease components from the associated lease component for arrangements including point-of-sale (“POS”) terminals. Since the predominant component in these arrangements is service revenue and not the POS terminal, the combined components in these arrangements will be accounted for under ASC 606 and not ASC 842. · The Company will utilize incremental borrowing rates in transition (as of January 1, 2019) based on the remaining lease payments and remaining lease term. The Company decided not to elect the use of hindsight in determining the lease term and in assessing impairment of the Company’s ROU assets. The Company formed a cross-functional project team to evaluate the requirements of the new leases standard from both a lessee and lessor perspective, and to monitor ongoing standard setting activities of the FASB. The Company is reviewing its lease contracts under the new standard to identify and evaluate differences from current guidance. From a lessee standpoint, the Company’s leases primarily involve computer equipment and facilities. From a lessor perspective, the Company’s leases primarily involve POS terminals. While the Company is continuing to evaluate the effects of this ASU, the Company expects to record material ROU assets and lease liabilities on its consolidated balance sheet upon adoption as of January 1, 2019. Upon adoption, the Company expects to record ROU assets of approximately $195 million and additional operating liabilities of approximately $190 million for existing operating leases. Also as part of the initial adoption, the Company wrote off the carrying value of favorable lease intangible assets of $2.1 million and increased the ROU assets by the same amount. The cumulative effect adjustment expected to be recorded to opening retained earnings is not material. The Company does not expect the adoption of this ASU to have a material impact on its results of operations or cash flows. The adoption of this guidance will require the implementation of new or updated accounting processes, procedures and internal controls over financial reporting. The Company implemented a new lease accounting software solution in 2019 to facilitate compliance with the requirements of the new standard. The new standard also requires expanded qualitative and quantitative disclosures regarding the Company’s leases. |
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION | PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: The accompanying Consolidated Financial Statements, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) include the accounts of TSYS and its wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. |
RISKS AND UNCERTAINTIES AND USE OF ESTIMATES | RISKS AND UNCERTAINTIES AND USE OF ESTIMATES: Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, lower than anticipated growth from existing clients, an inability to attract new clients and grow internationally, loss of a major customer or other significant client, loss of a major supplier, an inability to grow through acquisitions or successfully integrate acquisitions, an inability to control expenses, technology changes, the impact of the application of and/or changes in accounting principles, financial services consolidation, changes in regulatory requirements, a decline in the use of cards as a payment mechanism, disruption of the Company's international operations, breach of the Company's security systems, a decline in the financial stability of the Company's clients and uncertain economic conditions. Negative developments in these or other risk factors could have a material adverse effect on the Company's financial position, results of operations and cash flows. The Company has prepared the accompanying consolidated financial statements in conformity with U.S. GAAP. The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. |
ACQUISITIONS - PURCHASE PRICE ALLOCATION | ACQUISITIONS — PURCHASE PRICE ALLOCATION: TSYS' purchase price allocation methodology requires the Company to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. TSYS estimates the fair value of assets and liabilities based upon appraised market values, the carrying value of the acquired assets and widely accepted valuation techniques, including the cost approach, discounted cash flows and market multiple analyses. Management determines the fair value of fixed assets and identifiable intangible assets such as developed technology or customer relationships, and any other significant assets or liabilities. TSYS adjusts the purchase price allocation, as necessary, until the end of the measurement period, which is no longer than one year after the acquisition closing date as TSYS obtains more information regarding asset valuations and liabilities assumed. Unanticipated events or circumstances may occur which could affect the accuracy of the Company's fair value estimates, including assumptions regarding industry economic factors and business strategies, and may result in an impairment or a new allocation of purchase price. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS: Cash on hand and investments with a maturity of three months or less when purchased are considered to be cash equivalents. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE: Accounts receivable balances are stated net of allowances for doubtful accounts and billing adjustments. TSYS records an allowance for doubtful accounts when it is probable that the accounts receivable balance will not be collected. When estimating the allowance for doubtful accounts, the Company takes into consideration such factors as its day-to-day knowledge of the financial position of specific clients, the industry and size of its clients, the overall composition of its accounts receivable aging, prior history with specific customers of accounts receivable write-offs and prior experience of allowances in proportion to the overall receivable balance. This analysis includes an ongoing and continuous communication with its largest clients and those clients with past due balances. A financial decline of any one of the Company's large clients could have a material adverse effect on collectability of receivables and thus the adequacy of the allowance for doubtful accounts. Increases in the allowance for doubtful accounts are recorded as charges to bad debt expense and are reflected in selling, general and administrative expenses in the Company's Consolidated Statements of Income. Write-offs of uncollectible accounts are charged against the allowance for doubtful accounts. TSYS records an allowance for billing adjustments for actual and potential billing discrepancies. When estimating the allowance for billing adjustments, the Company considers its overall history of billing adjustments, as well as its history with specific clients and known disputes. Increases in the allowance for billing adjustments are recorded as a reduction of revenues in the Company's Consolidated Statements of Income and actual adjustments to invoices are charged against the allowance for billing adjustments. |
GOODWILL | GOODWILL: Goodwill results from the excess of cost over the fair value of net assets of businesses acquired. Goodwill is tested for impairment at least annually. Equity investment goodwill, which is not reported as goodwill in the Company's Consolidated Balance Sheet, but is reported as a component of the equity investment, was $46.6 million and $48.8 million as of December 31, 2018 and 2017, respectively. |
SOFTWARE DEVELOPMENT COSTS | Software development costs are costs of computer software to be sold, leased or otherwise marketed are capitalized once technological feasibility of the software product has been established. Costs incurred prior to establishing technological feasibility are expensed as incurred. Technological feasibility is established when the Company has completed a detailed program design and has determined that a product can be produced to meet its design specifications, including functions, features and technical performance requirements. Capitalization of costs ceases when the product is generally available to clients. In evaluating software development costs for recoverability, expected cash flows are estimated by management should events indicate a loss may have been triggered. Software development costs are amortized using the straight-line method over its estimated useful life, which ranges from one to ten years. The Company also develops software that is used internally. 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. Based upon management’s review for potential impairment, no material impairment losses related to intangible assets – computer software were recorded in 2018, 2017 or 2016. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT: Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over estimated useful lives of 5-40 years, computer and other equipment over estimated useful lives of 2-5 years, and furniture and other equipment over estimated useful lives of 3-15 years. The Company evaluates impairment losses on long-lived assets used in operations in accordance with the provisions of GAAP. All ordinary repairs and maintenance costs are expensed as incurred. Maintenance costs that extend the asset life are capitalized and amortized over the remaining estimated life of the asset. |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS: TSYS' 49% investment in Total System Services de México, S.A. de C.V. (“TSYS de México”), an electronic payment processing support operation located in Toluca, México, is accounted for using the equity method of accounting, as is TSYS' 44.56% investment in China UnionPay Data Co., Ltd. (“CUP Data”) headquartered in Shanghai, China. The Company has entered into limited partnership agreements in connection with investing in two Atlanta-based venture capital funds focused exclusively on investing in technology-enabled financial services companies. TSYS' equity investments are recorded initially at cost and subsequently adjusted for equity in earnings, cash contributions and distributions, and foreign currency translation adjustments. |
INCOME TAXES | INCOME TAXES: Income taxes reflected in TSYS' consolidated financial statements are computed based on the taxable income of TSYS and its affiliated subsidiaries. A consolidated U.S. federal income tax return is filed for TSYS and its majority- owned U.S. subsidiaries. Additionally, income tax returns are also filed in states where TSYS and its subsidiaries have filing obligations and in foreign jurisdictions where TSYS has a foreign affiliate. The Company accounts for income taxes in accordance with the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. 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. |
UP-FRONT DISTRIBUTOR AND PARTNER PAYMENTS | UP-FRONT DISTRIBUTOR AND PARTNER PAYMENTS: The Company makes up-front contractual payments to third-party distributors and partners. The Company assesses each up-front payment to determine whether it meets the criteria of an asset as defined by U.S. GAAP. If these criteria are met, the Company capitalizes the up-front payment and recognizes the capitalized amount as expense ratably over the benefit period, which is generally the contract period. If the contract requires the distributor or partner to perform specific acts (i.e., achieve a sales goal) and no other conditions exist for the distributor or partner to earn or retain the up-front payment, then the Company capitalizes the payment and recognizes it as an expense when the performance conditions have been met. Up-front distributor and partner payments are classified on the Consolidated Balance Sheets as other current and non-current assets and recorded as a cost of services in the Consolidated Statements of Income. |
IMPAIRMENT OF LONG-LIVED ASSETS | IMPAIRMENT OF LONG-LIVED ASSETS: The Company reviews long-lived assets, such as property and equipment and intangibles subject to amortization, including contract assets, contract cost assets and certain computer software, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If upon a triggering event the Company determines that the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the Consolidated Balance Sheets and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet. |
TRANSACTION PROCESSING PROVISIONS | TRANSACTION PROCESSING PROVISIONS: The Company has recorded an accrual for contract contingencies (performance penalties) and processing errors. A significant number of the Company's contracts with large clients contain service level agreements which can result in TSYS incurring performance penalties if contractually required service levels are not met. When providing for these accruals, the Company takes into consideration such factors as the prior history of performance penalties and processing errors incurred, actual contractual penalty charge rates in the Company's contracts, progress towards milestones and known processing errors. As of December 31, 2018 and 2017, the Company had transaction processing provisions of $3.6 million and $2.2 million, respectively. These accruals are included in other current liabilities in the accompanying Consolidated Balance Sheets. Increases and decreases in transaction processing provisions are charged to cost of services in the Company's Consolidated Statements of Income, and payments or credits for performance penalties and processing errors are charged against the accrual. |
PROVISION FOR CARDHOLDER LOSSES | PROVISION FOR CARDHOLDER LOSSES: The Company is exposed to losses due to cardholder fraud, payment defaults and other forms of cardholder activity as well as losses due to non-performance of third parties who receive cardholder funds for transmittal to the issuing banks (banks that issue Mastercard International or Visa USA, Inc. branded cards to customers). The Company establishes a reserve for the losses it estimates will arise from processing customer transactions, debit card overdrafts, chargebacks for unauthorized card use and merchant-related chargebacks due to non-delivery of goods and services. These reserves are established based upon historical loss and recovery rates and cardholder activity for which specific losses can be identified. The provision for cardholder losses was approximately $13.1 million and $9.5 million as of December 31, 2018 and 2017, respectively. The charges to provisions for cardholder losses are included in cost of services in the Consolidated Statements of Income and other current liabilities in the Consolidated Balance Sheets. The Company regularly updates its reserve estimate as new facts become known and events occur that may impact the settlement or recovery of losses. |
PROVISION FOR MERCHANT LOSSES | PROVISION FOR MERCHANT LOSSES: The Company has potential liability for losses resulting from disputes between a cardholder and a merchant that arise as a result of, among other things, the cardholder's dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant's favor. In these cases, the transaction is "charged back" to the merchant, which means the purchase price is refunded to the customer by the card-issuing bank and charged to the merchant. If the merchant is unable to fund the refund, TSYS must do so. TSYS also bears the risk of reject losses arising from the fact that TSYS collects fees from its merchants after the monthly billing period. If the merchant has gone out of business during such period, TSYS may be unable to collect such fees. TSYS maintains cash deposits or requires the pledge of a letter of credit from certain merchants, generally those with higher average transaction size where the card is not present when the charge is made or the product or service is delivered after the charge is made, in order to offset potential contingent liabilities such as chargebacks and reject losses that would arise if the merchant went out of business. Most chargeback and reject losses are charged to cost of services as they are incurred. However, the Company also maintains a provision against losses, including major fraud losses, which are both less predictable and involve larger amounts. The loss provision was established using historical loss rates, applied to recent bankcard processing volume. The Company had a merchant loss provision in the amount $4.3 million for the years ended December 31, 2018 and 2017. |
LEASES | LEASES: The Company is obligated under noncancelable leases for computer equipment and facilities. As these leases expire, they will be evaluated and renewed or replaced by similar leases based on need. For purposes of applying the accounting and reporting standards, leases are classified from the standpoint of the lessee as capital or operating leases. Rental payments on operating leases are charged to expense over the lease term. If rental payments are not made on a straight-line basis, rental expense nevertheless shall be recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which use benefit is derived from the leased property, in which case that basis shall be used. Certain of the Company's operating leases are for office space. The Company will make various alterations (leasehold improvements) to the office space and capitalize these costs as part of property and equipment. Leasehold improvements are amortized on a straight-line basis over the useful life of the improvement or the term of the lease, whichever is shorter. |
TREASURY STOCK | TREASURY STOCK: The Company uses the cost method when it purchases its own common stock as treasury shares or issues treasury stock upon option exercises and displays treasury stock as a reduction of shareholders' equity. |
FAIR VALUES OF FINANCIAL INSTRUMENTS | FAIR VALUES OF FINANCIAL INSTRUMENTS: The Company uses financial instruments in the normal course of its business. The carrying values of cash equivalents, accounts receivable, accounts payable and employee benefits, and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities. The fair values of the Company’s unsecured revolving loan and notes payable are considered to be level 2 measurements which are based on inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar liabilities in active or inactive markets, or other inputs that can be corroborated by observable market data. The carrying value of the Company’s unsecured revolving loan approximates fair value since the interest rate resets monthly and the balances are pre-payable at any time. With respect to the Company’s notes payable due March and December 2020, the carrying values approximate fair value due to their relatively short maturities. Refer to Note 12 for the estimated fair values of the Company’s Senior Notes. Investments in equity method investments are accounted for using the equity method of accounting and pertain to privately held companies. The Company believes the fair values of its investments in equity method investments exceed their respective carrying values. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION: The Company maintains several different foreign operations whose functional currency is their local currency. Foreign currency financial statements of the Company's Mexican and Chinese equity investments, the Company's wholly-owned subsidiaries and the Company's majority-owned subsidiaries, as well as the Company's division and branches in the United Kingdom and China, are translated into U.S. dollars at current exchange rates, except for revenues, costs and expenses, and net income which are translated at the average exchange rates for each reporting period. Net gains or losses resulting from the currency translation of assets and liabilities of the Company's foreign operations, net of tax when applicable, are accumulated in a separate section of shareholders' equity titled accumulated other comprehensive income (loss). Gains and losses on transactions denominated in currencies other than the functional currencies are included in determining non-operating income (expense). |
REVENUE RECOGNITION | REVENUE RECOGNITION: Revenue recognition for periods after the Company’s adoption of ASC 606 as of January 1, 2018 The Company adopted Accounting Standards Update (“ASU”) 2014-09 and related ASUs (“ASC 606”) as of January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. For contracts that were modified before the effective date, the Company considered the effect of all modifications when identifying performance obligations and allocating transaction price, which did not have a material effect on the adjustment to retained earnings. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”), which is also referred to herein as "legacy GAAP" or the "previous guidance." In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1. Identify the contract with a customer . A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2. Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised services are accounted for as a combined performance obligation. 3. Determine the transaction price . The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4. Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5. Recognize revenue when or as the Company satisfies a performance obligation . The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Description of revenue recognition policies Issuer Solutions Issuer Solutions revenues typically include a performance obligation to provide processing services to financial and non-financial institutions. The Company has determined that these processing services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. In many cases, Issuer Solutions arrangements may include additional performance obligations relating to loyalty redemption services and other professional services. Similar to processing services, the Company has determined that loyalty redemption services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Professional services represent performance obligations that are satisfied over time. The Company has determined that the vast majority of performance obligations to provide processing services and loyalty redemption services meet the allocation of variable consideration exception criteria (“direct allocation”) in that (a) the terms of a variable payment relate specifically to the entity’s efforts to satisfy the performance obligation or transfer the distinct service and (b) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective when considering all of the performance obligations and payment terms in the contract. As a result, for those performance obligations qualifying for direct allocation, the Company allocates and recognizes variable consideration in the period in which it has the contractual right to invoice the customer. In certain instances when a performance obligation does not meet the criteria for direct allocation, the Company recognizes revenue on either a straight-line basis or a blended rate method (i.e., an output method using the estimated per transaction fee based on estimated total contract consideration and volumes, multiplied by the actual monthly transaction volumes) over the term of the contract. A blended rate method is utilized for contracts that have estimates of significant growth over the contract term. The Company determined that straight-line or blended rate are the most appropriate methods of measuring progress toward completion for performance obligations that do not meet the criteria for direct allocation. For professional services, the Company recognizes revenue based on the labor hours incurred for time and materials projects or on a straight-line basis for fixed fee projects. For Issuer Solutions contracts that contain multiple performance obligations, the transaction price is allocated to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Issuer Solutions segment also enters into licensing arrangements with customers. Under these arrangements, the Company provides the customer with a term license (“functional IP”), implementation services and annual support, which includes unspecified upgrades and enhancements. The Company has determined that these promised goods and services represent one combined performance obligation since the individual promised goods or services are not distinct in the context of the contract. The Company recognizes revenue over the remaining contract period beginning at go-live, on a straight-line basis, for this performance obligation. Revenues related to this combined performance obligation are immaterial. For separate performance obligations relating to professional services, revenue is recognized using an input method based on labor hours expended. Merchant Solutions Merchant Solutions revenues typically include one performance obligation to provide processing services to individual merchants, large financial institutions, other merchant acquirers or merchant organizations. The Company has determined that merchant processing services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Merchant Solutions arrangements also include other promised goods or services (such as point-of-sale terminals and merchant statement services) that are immaterial in the context of the contract. As a result, the Company has determined that Merchant Solutions arrangements represent one performance obligation. The Company has determined that the performance obligation to provide merchant processing services meets the allocation of variable consideration exception criteria (“direct allocation”) in that (a) the terms of a variable payment relate specifically to the entity’s efforts to satisfy the performance obligation or transfer the distinct service and (b) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective when considering all of the performance obligations and payment terms in the contract. As a result, the Company allocates and recognizes variable consideration in the period it has the contractual right to invoice the customer. Interchange and payment network fees Interchange and payment network fees are charged by the card associations or payment networks and relate primarily to the Company’s Merchant Solutions segment. With respect to interchange and payment network fees, the Company evaluated whether it is the principal or the agent in the arrangement. With the adoption of ASC 606, the Company determined that interchange and payment network fees are not provided in return or exchange for services that the Company controls or acts as the principal, and, therefore, are not part of the consideration paid for its services. Accordingly, the Company is acting as an agent and presents the fees collected from merchants on behalf of the payment networks and card issuers net of the amounts paid to them. In reaching this determination, the Company considered a number of factors including indicators of control such as the party primarily responsible and the party who has discretion in establishing prices. Consumer Solutions Consumer Solutions revenues include one performance obligation to provide account access and facilitate purchase transactions, as well as interchange fees. The Company has determined that Consumer Solutions services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Further, the Company has determined that the performance obligation to provide account access and facilitate purchase transactions meets the criteria for the “as invoiced” practical expedient in that the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. As a result, the Company recognizes revenue in the amount to which the Company has a right to invoice. Reimbursable Items Reimbursable items consist of out-of-pocket expenses which are reimbursed by the Company's clients. These expenses consist primarily of postage, gift cards and third-party software. Reimbursable items are recorded on a gross basis in total revenues and cost of services. Costs to obtain or fulfill a contract The Company capitalizes the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, a sales commission). The Company also makes commission payments to third parties such as agents and partners. To date, costs to obtain a contract that qualify for capitalization are immaterial. The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all of the following criteria: a. The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify. b. The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future. c. The costs are expected to be recovered. See related discussion of contract cost assets in Note 10. Contract acquisition and fulfillment costs are amortized using the straight-line method over the expected period of benefit (ranging from 20 months to seven years or the longer of the contract term) beginning when the client’s cardholder accounts are converted or activated and producing revenues. The amortization of contract fulfillment costs associated with conversion activity is recorded as cost of services in the Company’s Consolidated Statements of Income. The amortization of contract acquisition costs associated with sales commissions that qualify for capitalization is recorded as selling, general and administrative expense in the Company’s Consolidated Statements of Income. Costs to obtain or fulfill a contract are classified as contract cost assets in the Company’s Consolidated Balance Sheets. In evaluating contract acquisition and fulfillment costs for recoverability, expected cash flows are estimated by management should events indicate a loss may have been triggered. The Company evaluates the carrying value of contract cost assets associated with each customer for impairment on the basis of whether these costs are fully recoverable from either contractual minimum fees or from expected undiscounted net operating cash flows of the related contract. The determination of expected undiscounted net operating cash flows requires management to make estimates. If the actual cash flows are not consistent with the Company’s estimates, a material impairment charge may result and net income may be materially different than was initially recorded. 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. Optional exemptions, practical expedients and policy elections The Company has elected to treat shipping and handling activities as a cost of fulfillment rather than a separate performance obligation. The Company has elected to exclude all sales and other similar taxes from the transaction price. Accordingly, the Company presents all collections from customers for these taxes on a net basis, rather than having to assess whether the Company is acting as an agent or a principal in each taxing jurisdiction. The Company utilizes a portfolio approach in order to estimate amounts for service level agreement penalties and similar items for portfolios of contracts with similar characteristics, using estimates and assumptions that reflect the size and composition of the portfolio. As a practical expedient, the Company is not required to adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. None of the Company’s contracts as of December 31, 2018 contained a significant financing component. The Company has elected to use the “as-invoiced” practical expedient for its performance obligations to provide account access and facilitate purchase transactions related to the Consumer Solutions segment. The Company does not disclose the value of unsatisfied performance obligations (except for contractual minimums) for which revenue is recognized using (i) the “as-invoiced” practical expedient and (ii) the “direct allocation” method. The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Revenue recognition for periods prior to the Company’s adoption of ASC 606 as of January 1, 2018 Revenue was recognized when it was realized or realizable and earned, which was deemed to occur when all of the following criteria were met: (1) persuasive evidence of an arrangement existed; (2) delivery had occurred or services had been performed; (3) the seller’s price to the buyer was fixed or determinable; and (4) collectability was reasonably assured. The Company accrued for rights of refund, processing errors or penalties, or other related allowances based on historical experience. Issuer Solutions Revenue was recognized as the services were performed, primarily on a per unit basis. Processing contracts generally ranged from three to ten years in length. When providing payment processing services, the Company frequently entered into customer arrangements to provide multiple services that may have also included conversion or implementation services, business process outsourcing services such as call center services, web-based services, and other payment processing-related services. The revenue contracts can be highly complex and customized between customers. Revenue for these services was generally recognized as they were performed on a per unit basis each month or ratably over the term of the contract. Merchant Solutions Revenue was recognized for merchant services as those services were performed, primarily measured on a per unit basis. When providing merchant processing services, the Company frequently entered into customer arrangements to provide multiple services that may have also included 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 was generally recognized as they were performed on a per unit basis each month or ratably over the term of the contract. Revenues on point-of-sale (“POS”) terminal equipment were recognized upon the transfer of ownership and shipment of product. With the acquisition of TransFirst Holdings Corp. (“TransFirst”) on April 1, 2016, TSYS included TransFirst’s results as part of the Merchant Solutions segment. TransFirst’s revenues were reported gross, which includes amounts paid for interchange and assessments, as TransFirst is the principal in the contractual relationship with its customers. Expenses covering interchange and payment network fees were included in TransFirst’s cost of services and were directly attributable to processing fee revenues and were recognized in the same period as the related revenue. Consumer Solutions Revenue resulting from the service fees charged to the cardholders was recognized when the fees were charged because the earnings process was substantially complete, except for revenue resulting from the initial activation of cards and annual subscription fees. Revenue resulting from the initial activation of cards was recognized ratably, net of commissions paid to distributors, over the average account life. Revenue resulting from annual subscription fees was recognized ratably over the annual period to which the fees related. Revenues also included fees charged in connection with program management and processing services the Company provided for private-label programs. Revenue resulting from these fees was recognized when the Company had fulfilled its obligations under the underlying service agreements. The Company derives revenue from a portion of the interchange fees remitted by merchants when cardholders make purchases using their cards. Subject to applicable law, interchange fees are fixed by the card associations and network organizations (“Networks”). Interchange revenue was recognized net of sponsorship, licensing and processing fees charged by the Networks for services they provided in processing purchase transactions routed through them. Interchange revenue was recognized during the period that the purchase transactions occurred. Revenues also included fees earned from branding agreements with the Networks. Multiple Element Arrangements When a sale involved multiple deliverables, revenue recognition was 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 affected the amount of revenue allocated to each unit. Pursuant to ASC 605, the Company used vendor-specific objective evidence (“VSOE”) of the standalone selling price of its services when it existed to determine the amount of revenue to allocate to each unit of accounting. The Company established VSOE using the price charged when the same service was sold separately (on a standalone basis). In most situations, the Company did not have sufficient VSOE. In these situations, TSYS considered whether sufficient third party evidence (“TPE”) of standalone selling price existed for the Company’s services. However, the Company typically was not able to determine TPE and had 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 was insufficient evidence of VSOE and TPE, the Company made its best estimate of the standalone selling price (“ESSP”) of that service for purposes of allocating revenue to each unit of accounting. When determining ESSP, TSYS used limited standalone sales data that met 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 was also given to geographies in which the services were sold or delivered, customer classifications, and market conditions including competitor pricing strategies and benchmarking studies. Revenue was recognized when the revenue recognition criteria for each unit of accounting had been met. There were no material changes or impact to revenue for current contractual arrangements during the years ended December 31, 2017 and 2016 due to any changes in the determination of the number of deliverables in an arrangement, units of accounting, or estimates of VSOE or ESSP. In many situations, the Company entered into arrangements with customers to provide conversion or implementation services in addition to processing services where the conversion or implementation services did not have standalone value. For these arrangements, conversion or implementation services that did not have standalone value, were recognized over the expected customer relationship (contract term) as the related processing services were performed. The Company’s multiple element arrangements may have included one or more elements that were subject to other topics including software revenue recognition and leasing guidance. The consideration for these multiple element arrangements was allocated to each group of deliverables – those subject to ASC 605-25 Revenue Recognition – Multiple-Element Arrangements and those subject to other topics based on the revised guidance in ASU 2009-13 Revenue Recognition (Topic 605) . Arrangement revenue for each group of deliverables was then further separated, allocated, and recognized based on applicable guidance. 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 consisted of out-of-pocket expenses which were reimbursed by the Company's clients. These expenses consisted primarily of postage, access fees and third-party software. Reimbursable items were recorded on a gross basis in total revenues and cost of services. |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION: GAAP establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. A public entity must measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. The Company 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 3% for executive level employees and up to 8% for other employees. 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. |
ADVERTISING | ADVERTISING: Advertising costs are expensed as incurred or the first time the advertising takes place except for direct-response advertising and television advertising production costs. Direct-response advertising consists of commissions paid to affiliate marketers for the new funded customer accounts generated by them. Direct-response advertising costs are capitalized and amortized over the average life of the new accounts, which is approximately one year. Television advertising production costs consist of the costs of developing and filming television ads. Television advertising production costs are capitalized when the production services are received and expensed in the period when the advertising first takes place. Advertising expense for 2018, 2017 and 2016 was $12.4 million, $13.2 million and $11.5 million, respectively. |
NONCONTROLLING INTEREST | NONCONTROLLING INTEREST: Noncontrolling interest in earnings of subsidiaries represents the minority shareholders' share of the net income of Central Payment Co., LLC (“CPAY”). Refer to Note 23 for more information on acquisitions. |
EARNINGS PER SHARE | EARNINGS PER SHARE: 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. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are "participating securities" as defined by GAAP, and therefore should be included in EPS using the two-class method. The two-class method is an earnings allocation method for computing EPS when an entity's capital structure includes two or more classes of common stock or common stock and participating securities. It determines EPS based on dividends declared on common stock and participating securities and participation rights of participating securities in any undistributed earnings. |
RECLASSIFICATIONS | RECLASSIFICATIONS: The Company had restricted cash of $1.0 million and $0.5 million as of December 31, 2017 and 2016. Upon the Company’s adoption of ASU 2016-18 on January 1, 2018, the Company reclassified the change in its restricted cash to cash, cash equivalents and restricted cash on the Consolidated Statements of Cash Flows for all periods presented . |
Other intangible assets | |
Intangible assets | |
OTHER INTANGIBLE ASSETS, LICENSED COMPUTER SOFTWARE and ACQUISITION TECHNOLOGY INTANGIBLES | OTHER INTANGIBLE ASSETS: Identifiable intangible assets relate primarily to merchant relationships, customer relationships, databases, channel relationships, covenants-not-to-compete, trade names and trade associations resulting from acquisitions. These identifiable intangible assets are amortized using the straight-line method over periods not exceeding the estimated useful lives, which range from one to twelve years. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with GAAP. Amortization expenses are charged to selling, general and administrative expenses in the Company's Consolidated Statements of Income. |
Licensed computer software | |
Intangible assets | |
OTHER INTANGIBLE ASSETS, LICENSED COMPUTER SOFTWARE and ACQUISITION TECHNOLOGY INTANGIBLES | INTANGIBLE ASSETS- COMPUTER SOFTWARE, NET: Licensed computer software includes software the Company licenses from third parties that is for internal use and providing services to clients. Licensed software is obtained through perpetual licenses, term licenses, site licenses and through agreements based on processing capacity. Perpetual and site licenses are amortized using the straight-line method over their estimated useful lives which range from one to ten years. Term licenses are amortized over the term of the agreement. Mainframe software that is licensed based on processing capacity is amortized using either a straight-line or a units-of-production basis over the estimated useful life of the software, generally not to exceed ten years. At each balance sheet date, the Company evaluates impairment losses on long-lived assets used in operations in accordance with GAAP. |
Technology | |
Intangible assets | |
OTHER INTANGIBLE ASSETS, LICENSED COMPUTER SOFTWARE and ACQUISITION TECHNOLOGY INTANGIBLES | Acquisition technology intangibles are software technology assets resulting from acquisitions. These assets are amortized using the straight-line method over periods not exceeding their estimated useful lives, which range from three to eight years. GAAP requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their residual values, and reviewed for impairment. Acquisition technology intangibles’ net book values are included in computer software, net in the accompanying Consolidated Balance Sheets. Amortization expenses are charged to cost of services in the Company's Consolidated Statements of Income. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue | The following table summarizes volume-based and non-volume related revenue from contracts with external customers for the year ended December 31, 2018: Year Ended December 31, 2018 (in thousands) Issuer Merchant Solutions Consumer Solutions Total Volume-based revenues $ 903,831 1,268,151 804,231 $ 2,976,213 Non-volume related revenues 964,474 85,468 2,056 1,051,998 Total revenues $ 1,868,305 1,353,619 806,287 $ 4,028,211 |
Schedule of disaggregation of revenue by currency | The following table summarizes revenue from contracts with customers, by currency, for the year ended December 31, 2018: Year Ended December 31, 2018 (in thousands) Issuer Merchant Solutions Consumer Solutions Total U.S. Dollar $ 1,482,772 1,352,852 806,287 $ 3,641,911 British Pound Sterling 253,185 - - 253,185 Euro 103,785 - - 103,785 Other 28,563 767 - 29,330 Total revenues $ 1,868,305 1,353,619 806,287 $ 4,028,211 |
Schedule of performance obligations | (in thousands) 2019 2020 2021 2022 - 2029 Total Unsatisfied or partially unsatisfied performance obligations $ 693,978 602,463 505,287 799,026 $ 2,600,754 |
Schedule of contract balances | The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: As of (in thousands) December 31, 2018 January 1, 2018 Accounts receivable $ 450,322 $ 412,322 Contract assets (short-term and long-term) 78,789 87,812 Contract liabilities (short-term and long-term) 68,716 76,541 |
Schedule of changes in contract balances | Excluding the impact of the initial adoption of ASC 606 as of January 1, 2018, significant changes in the contract assets and liabilities balances during the year ended December 31, 2018 are as follows: Year Ended December 31, 2018 (in thousands) Contract Assets Increase/(Decrease) Contract Liabilities (Increase)/Decrease Signing incentive additions $ 24,837 $ 55 Signing incentive amortization (29,244) (7,330) Revenue recognized in advance of billings 4,956 2,099 Billed amounts transferred to receivables (4,772) (2,668) Cash received from customers (7,531) (136,295) Deferred revenue that was recognized as revenue 9,110 140,558 |
Schedule of significant changes in the contract assets and liabilities | The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: As of (in thousands) December 31, 2018 January 1, 2018 Accounts receivable $ 450,322 $ 412,322 Contract assets (short-term and long-term) 78,789 87,812 Contract liabilities (short-term and long-term) 68,716 76,541 |
Schedule of the impact of adoption of ASC 606 on the Company's consolidated balance sheets, statements of income, and statements of cash flows | The disclosure of the impact of adoption of ASC 606 on the Company’s consolidated balance sheets, statements of income, and statements of cash flows was as follows: As of December 31, 2018 (in thousands) As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Assets: Prepaid expenses and other current assets $ 188,355 $ 190,417 $ (2,062) Contract assets (short-term and long-term) 78,789 - 78,789 Contract cost assets 145,598 252,550 (106,952) Deferred income tax assets 7,773 6,896 877 Other assets 116,905 122,323 (5,418) Liabilities: Contract liabilities (short-term and long-term) 68,716 91,678 (22,962) Other liabilities (short-term and long-term) 344,044 345,625 (1,581) Shareholders’ equity: Accumulated other comprehensive loss, net (60,223) (59,842) (381) Retained earnings 3,478,650 3,488,492 (9,842) Year Ended December 31, 2018 (in thousands, except per share data) As Reported Balances Without Adoption of Effect of Change Higher/(Lower) Total revenues $ 4,028,211 $ 5,716,741 $ (1,688,530) Total operating expenses 3,205,473 4,887,026 (1,681,553) Operating income 822,738 829,715 (6,977) Income taxes 127,003 128,585 (1,582) Net income 577,917 583,314 (5,397) Net income attributable to TSYS common shareholders 576,656 582,053 (5,397) Basic earnings per share (EPS) attributable to TSYS common shareholders 1 3.17 3.20 Diluted EPS attributable to TSYS common shareholders 1 3.14 3.16 1 EPS Amounts may not total due to rounding. Year Ended December 31, 2018 (in thousands) As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Cash flows from operating activities: Net income $ 577,917 $ 583,314 $ (5,397) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 408,573 470,804 (62,231) Changes in contract assets and contract liabilities (2,771) (35,754) 32,983 Changes in contract cost assets 3,316 - 3,316 Changes in other current and other long-term liabilities (55,602) (54,524) (1,078) Cash flows from investing activities: Additions to contract cost assets - (32,407) 32,407 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents | |
Schedule of cash and cash equivalent balances | (in thousands) December 31, 2018 December 31, 2017 Cash and cash equivalents in domestic accounts $ 405,535 396,577 Cash and cash equivalents in foreign accounts 65,621 53,780 Total cash and cash equivalents 471,156 450,357 Restricted cash included in other assets 3,123 1,013 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 474,279 451,370 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses and Other Current Assets | |
Schedule of significant components of prepaid expenses and other current assets | (in thousands) December 31, 2018 December 31, 2017 Prepaid expenses $ 48,058 65,159 R&D state tax credit 26,541 22,642 Income taxes receivable 19,362 41,400 Supplies inventory 18,089 17,072 Other 76,305 70,292 Total $ 188,355 216,565 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill | |
Schedule of gross amount, accumulated impairment losses and changes in carrying value of goodwill by segment | The gross amount and accumulated impairment losses of goodwill as of December 31, 2018 and 2017 are as follows: 2018 (in thousands) Issuer Solutions Merchant Consumer Solutions Consolidated Gross amount $ 98,276 2,984,609 1,035,965 $ 4,118,850 Accumulated impairment losses (1,787) (2,225) - (4,012) Goodwill, net $ 96,489 2,982,384 1,035,965 $ 4,114,838 2017 Issuer Solutions Merchant Consumer Solutions Consolidated Gross amount $ 99,465 2,132,653 1,035,965 $ 3,268,083 Accumulated impairment losses (1,787) (2,225) - (4,012) Goodwill, net $ 97,678 2,130,428 1,035,965 $ 3,264,071 Below are the balances of goodwill as of December 31, 2018 and 2017 along with the related changes in carrying value. (in thousands) Issuer Solutions Merchant Consumer Solutions Consolidated Balance as of December 31, 2016 $ 94,946 2,141,836 1,034,170 $ 3,270,952 Tax adjustment - - 1,795 1,795 Acquisition - (11,408) - (11,408) Currency translation adjustments 2,732 - - 2,732 Balance as of December 31, 2017 97,678 2,130,428 1,035,965 3,264,071 Acquisition - 851,956 - 851,956 Currency translation adjustments (1,189) - - (1,189) Balance as of December 31, 2018 $ 96,489 2,982,384 1,035,965 $ 4,114,838 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible assets | |
Schedule of weighted average useful life for each component of other intangible assets | The weighted average useful life for each component of other intangible assets, and in total, as of December 31, 2018 is as follows: Weighted Average Amortization Period (Years) Merchant relationships 7.2 Channel relationships 8.8 Customer relationships 6.9 Trade name 3.8 Covenants-not-to-compete 4.0 Database 5.0 Trade association 10.0 Favorable lease 5.6 Total 7.4 |
Schedule of estimated future amortization expense of other intangible assets | Estimated future amortization expense of other intangible assets as of December 31, 2018 for the next five years is: (in thousands) 2019 $ 178,740 2020 171,876 2021 151,180 2022 130,930 2023 62,326 |
Other intangible assets | |
Intangible assets | |
Schedule of significant components of other intangible assets | Significant components of other intangible assets as of December 31, 2018 and 2017 are summarized as follows: 2018 (in thousands) Gross Accumulated Net Merchant relationships $ 756,400 (252,050) $ 504,350 Channel relationships 520,000 (260,461) 259,539 Customer relationships 166,811 (150,509) 16,302 Trade name 79,546 (70,906) 8,640 Covenants-not-to-compete 34,040 (29,507) 4,533 Database 28,000 (28,000) - Trade association 10,000 (8,750) 1,250 Favorable lease 3,929 (1,841) 2,088 Total $ 1,598,726 (802,024) $ 796,702 2017 (in thousands) Gross Accumulated Net Merchant relationships $ 588,000 (147,000) $ 441,000 Channel relationships 439,398 (200,540) 238,858 Customer relationships 167,222 (139,969) 27,253 Trade name 62,468 (58,068) 4,400 Covenants-not-to-compete 29,940 (20,815) 9,125 Database 28,000 (25,200) 2,800 Trade association 10,000 (7,750) 2,250 Favorable lease 3,006 (1,546) 1,460 Total $ 1,328,034 (600,888) $ 727,146 |
Intangible Assets - Computer _2
Intangible Assets - Computer Software, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Computer software | |
Schedule of weighted average useful life for each component of computer software | The weighted average useful life for each component of other intangible assets, and in total, as of December 31, 2018 is as follows: Weighted Average Amortization Period (Years) Merchant relationships 7.2 Channel relationships 8.8 Customer relationships 6.9 Trade name 3.8 Covenants-not-to-compete 4.0 Database 5.0 Trade association 10.0 Favorable lease 5.6 Total 7.4 |
Schedule of estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles | Estimated future amortization expense of other intangible assets as of December 31, 2018 for the next five years is: (in thousands) 2019 $ 178,740 2020 171,876 2021 151,180 2022 130,930 2023 62,326 |
Computer Software | |
Computer software | |
Summary of computer software and computer software under license agreements | Computer software as of December 31, 2018 and 2017 is summarized as follows: (in thousands) 2018 2017 Licensed computer software $ 656,704 543,198 Software development costs 485,047 450,789 Acquisition technology intangibles 286,206 239,011 Total computer software 1,427,957 1,232,998 Less accumulated amortization: Licensed computer software 347,641 360,160 Software development costs 347,847 325,443 Acquisition technology intangibles 197,933 163,680 Total accumulated amortization 893,421 849,283 Computer software, net $ 534,536 383,715 Licensed computer software includes the following computer software acquired under license agreements as of December 31, 2018 and 2017: (in thousands) 2018 2017 Licensed computer software (acquired under license agreements) $ 20,524 24,421 Accumulated amortization (3,228) (15,918) Licensed computer software, net $ 17,296 8,503 |
Schedule of amortization expense | (in thousands) 2018 2017 2016 Amortization expense related to: Licensed computer software $ 63,370 51,247 45,655 Software development costs 26,701 27,461 26,478 Acquisition technology intangibles 34,758 28,267 26,217 |
Schedule of weighted average useful life for each component of computer software | The weighted average useful life for each component of computer software, and in total, as of December 31, 2018, is as follows: Weighted Average Amortization Period (Years) Licensed computer software 6.2 Software development costs 6.0 Acquisition technology intangibles 5.8 Total 6.0 |
Schedule of estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles | Estimated future amortization expense of licensed computer software, software development costs and acquisition technology intangibles as of December 31, 2018 for the next five years is: (in thousands) Licensed Computer Software Development Acquisition Technology 2019 $ 71,418 23,345 35,333 2020 61,558 19,125 29,674 2021 50,675 14,078 13,140 2022 40,318 8,959 9,540 2023 32,819 6,292 575 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, Net | |
Schedule of property and equipment balances | (in thousands) 2018 2017 Computer and other equipment $ 446,000 424,957 Buildings and improvements 275,396 262,499 Furniture and other equipment 167,578 141,927 Land 15,677 16,195 Other 1,171 724 Total property and equipment 905,822 846,302 Less accumulated depreciation and amortization (522,748) (521,084) Property and equipment, net $ 383,074 325,218 |
Schedule of equipment under capital lease arrangements | (in thousands) 2018 2017 Computer and other equipment (acquired under capital lease arrangements) $ 91,526 92,553 Furniture and other equipment (acquired under capital lease arrangements) 6,104 5,451 Total equipment 97,630 98,004 Less accumulated depreciation: Computer and other equipment (47,903) (44,327) Furniture and other equipment (4,859) (4,520) Total accumulated depreciation (52,762) (48,847) Total equipment, net $ 44,868 49,157 |
Contract Cost Assets, Net (Tabl
Contract Cost Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Contract Cost Assets, Net | |
Schedule of significant components, amortization expense, weighted average useful life and estimated future amortization of contract acquisition costs | Significant components of contract cost assets as of December 31, 2018 and 2017 are summarized as follows: (in thousands) December 31, 2018 December 31, 2017 Contract cost assets, net $ 145,598 139,249 Payments for processing rights, net - 119,416 Total $ 145,598 258,665 Amortization expense related to contract cost assets for the years ended December 31, 2018, 2017 and 2016 is as follows: (in thousands) 2018 2017 2016 Amortization expense related to: Contract cost assets $ 35,729 29,625 28,811 Payments for processing rights - 21,357 19,804 The weighted average useful life for contract cost assets as of December 31, 2018 is 7.7 years. Estimated future amortization expense of contract cost assets as of December 31, 2018 for the next five years is: (in thousands) Contract Cost Assets 2019 $ 31,565 2020 29,231 2021 27,426 2022 22,404 2023 13,576 |
Equity Investments (Tables)
Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments | |
Summary of TSYS Equity Investments | (in thousands) 2018 2017 CUP Data $ 138,791 127,367 Other 41,870 36,151 Total $ 180,661 163,518 |
Long-term Borrowings, Capital_2
Long-term Borrowings, Capital Lease Obligations and License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Borrowings, Capital Lease Obligations and License Agreements | |
Summary of long-term debt | Long-term debt as of December 31, 2018 and 2017 consists of: (in thousands) December 31, 2018 December 31, 2017 3.800% Senior Notes due April 1, 2021 (5 year tranche), net of discount and debt issuance costs $ 746,430 745,000 4.800% Senior Notes due April 1, 2026 (10 year tranche), net of discount and debt issuance costs 743,734 743,042 3.750% Senior Notes due June 1, 2023 (10 year tranche), net of discount and debt issuance costs 545,647 544,780 4.000% Senior Notes due June 1, 2023 (5 year tranche), net of discount and debt issuance costs 545,801 - 4.450% Senior Notes due June 1, 2028 (10 year tranche), net of discount and debt issuance costs 445,439 - LIBOR + 1.300%, unsecured revolving loan, due April 23, 2023, with monthly interest payments on outstanding balances 805,000 - 3.760% note payable due March 20, 2020, with monthly interest and principal payments 16,450 - 3.600% note payable due December 20, 2020, with monthly interest and principal payments 15,700 - 2.375% Senior Notes due June 1, 2018 (5 year tranche), net of discount and debt issuance costs - 549,532 LIBOR + 1.500%, unsecured term facility, due February 23, 2021, with quarterly principal and interest payments, net of debt issuance costs - 368,645 LIBOR + 1.300%, unsecured revolving loan, due February 23, 2021, with monthly interest payments on outstanding balances - 200,000 Total debt 3,864,201 3,150,999 Less current portion (20,807) (559,050) Noncurrent portion of long-term debt $ 3,843,394 2,591,949 1 As of December 31, 2018 and 2017, the estimated fair values of the Company’s Senior Notes totaled $3.0 billion and $2.7 billion, respectively. The estimated fair values of the Company’s Senior Notes were based on quoted prices in an active market and are considered to be Level 1 measurements. |
Schedule of required annual principal payments on long-term debt | Required annual principal payments on long-term debt for the five years subsequent to December 31, 2018 are summarized as follows: (in thousands) 2019 $ 20,807 2020 11,342 2021 750,000 2022 - 2023 1,905,000 |
Schedule of capital lease obligations and license agreements | (in thousands) 2018 2017 Capital lease obligations $ 37,177 37,950 License agreements 17,288 4,865 Total capital lease obligations and license agreements 54,465 42,815 Less current portion (8,318) (6,762) Noncurrent portion of capital leases and license agreements $ 46,147 36,053 |
Schedule of future minimum lease payments under capital leases and license agreements | The future minimum lease payments under capital leases and license agreements as of December 31, 2018 are summarized as follows: (in thousands) Capital Leases License Agreements 2019 $ 7,393 2,939 2020 7,319 13,778 2021 7,085 1,390 2022 7,051 39 2023 6,658 - Thereafter 6,868 - Total minimum lease payments 42,374 18,146 Less amount representing interest (5,197) (858) Principal minimum lease payments $ 37,177 17,288 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Liabilities | |
Schedule of significant components of other current liabilities | (in thousands) December 31, 2018 December 31, 2017 Accrued card brand fees $ 55,991 43,814 Accrued third-party commissions 46,977 34,276 Accrued expenses 25,178 34,260 Dividends payable 24,645 24,886 Accrued interest 22,191 19,330 Other 93,168 69,356 Total $ 268,150 225,922 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Schedule of components of income tax expense | Years Ended December 31, (in thousands) 2018 2017 2016 Current income tax expense: Federal $ 75,273 210,550 140,079 State 18,000 20,316 9,218 Foreign 12,330 7,500 4,443 Total current income tax expense 105,603 238,366 153,740 Deferred income tax (benefit) expense: Federal 18,200 (178,879) 8,393 State 3,891 5,093 (65) Foreign (691) 1,298 (893) Total deferred income tax (benefit) expense 21,400 (172,488) 7,435 Total income tax expense $ 127,003 65,878 161,175 |
Schedule of components of income before income tax expense | Years Ended December 31, (in thousands) 2018 2017 2016 Components of income before income taxes and equity in income of equity investments: Domestic $ 634,433 603,260 454,628 Foreign 25,331 14,302 6,404 Total income before income tax expense $ 659,764 617,562 461,032 |
Schedule of reconciliation of income tax expense to amounts computed by applying statutory income tax rate | Years Ended December 31, (in thousands) 2018 2017 2016 Computed "expected" income tax expense $ 138,551 216,147 161,425 Increase (decrease) in income tax expense resulting from: International tax rate differential and equity income 14,683 11,953 8,715 State income tax expense, net of federal income tax effect 19,220 12,470 9,127 (Decrease) increase in valuation allowance (1,714) 8,230 2,855 Tax credits (22,963) (20,998) (15,695) Share-based compensation (20,309) (14,310) — Foreign-derived intangible income deduction (7,283) — — Deduction for domestic production activities — (17,150) (12,950) Re-measurement of deferred tax asset / deferred tax liability — (146,093) — Permanent differences and other, net 6,818 15,629 7,698 Total income tax expense $ 127,003 65,878 161,175 |
Schedule of significant components of net deferred tax liability | As of December 31, (in thousands) 2018 2017 Deferred income tax assets: Net operating loss and income tax credit carryforwards $ 32,767 35,089 Allowances for doubtful accounts and billing adjustments 1,132 852 Contract liabilities 8,611 17,813 Share-based compensation 11,735 15,170 Foreign currency translation 1,938 — Postretirement benefits 5,349 4,679 Employee compensation and benefits 7,126 2,790 Foreign timing differences 5,737 2,924 Other, net 8,767 4,522 Total deferred income tax assets 83,162 83,839 Less valuation allowance for deferred income tax assets (27,817) (29,531) Net deferred income tax assets 55,345 54,308 Deferred income tax liabilities: Excess tax over financial statement depreciation (75,222) (43,056) Computer software development costs (56,250) (48,244) Purchased intangibles (32,363) (42,467) Foreign currency translation — (942) Partnership interests (258,007) (143,908) Other, net (6,008) (7,917) Total deferred income tax liabilities (427,850) (286,534) Net deferred income tax liabilities $ (372,505) (232,226) Total net deferred tax assets (liabilities): Noncurrent deferred tax asset $ 7,773 6,091 Noncurrent deferred tax liability (380,278) (238,317) Net deferred tax liability $ (372,505) (232,226) |
Schedule of reconciliation of unrecognized tax liabilities | Years Ended December 31, (in millions) 2018 2017 2016 Beginning balance $ 23.8 16.5 13.1 Current activity: Additions based on tax positions related to current year 2.4 4.9 3.4 Additions for tax positions of prior years 3.2 4.6 3.0 Reductions for tax positions of prior years (6.5) — — Decreases resulting from settlements with tax authorities (0.6) (2.2) (3.0) Net current activity (1.5) 7.3 3.4 Ending balance $ 22.3 23.8 16.5 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, 2018 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under noncancelable operating leases and purchase commitments | The future minimum lease payments under noncancelable operating leases and purchase commitments with remaining terms greater than one year for the next five years and thereafter and in the aggregate as of December 31, 2018, are as follows: (in thousands) Operating Leases Other Purchase Commitments 2019 $ 54,818 59,182 2020 54,738 29,036 2021 50,794 10,427 2022 42,048 6,892 2023 19,089 5,438 Thereafter 32,894 20,813 Total future minimum commitment payments $ 254,381 131,788 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans | |
Schedule of contributions to plans charged to expense | (in thousands) 2018 2017 2016 TSYS Retirement Savings Plan $ 28,196 23,113 21,077 TSYS Stock Purchase Plan 1,793 1,600 1,514 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity | |
Summary of equity compensation plans by category | (a) (b) (c) (in thousands, except per share data) Plan Category Number of Weighted Number of Securities Equity compensation plans approved by security holders 3,585 $ 49.27 1 13,964 2 The Company does not have any equity compensation plans that were not approved by security holders. 1 Weighted-average exercise price represents 2.0 million options only and does not include restricted share units that have no exercise price. Shares available for future grants under the Total System Services, Inc. 2017 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, 2018 | |
Share-based Compensation | |
Summary of share-based compensation expense | (in thousands) Plan Shares Total System Services, Inc. 2017 Omnibus Plan 15,000 Total System Services, Inc. 2012 Omnibus Plan 17,000 Total System Services, Inc. 2007 Omnibus Plan 5,000 Total System Services, Inc. 2002 Long-term Incentive Plan 9,400 Total System Services, Inc. 2000 Long-term Incentive Plan 2,400 |
Summary of weighted average assumptions, and weighted average fair value of options | 2018 2017 2016 Number of options granted 362,525 550,527 687,685 Weighted average exercise price $ 86.91 54.97 47.01 Risk-free interest rate 2.55 % 1.78 1.24 % Expected volatility 21.80 % 21.72 21.53 % Expected term (years) 4.9 4.6 4.5 Dividend yield 0.63 % 0.73 0.86 % Weighted average fair value $ 19.44 10.85 8.50 |
Summary of status and changes for nonvested shares | 2018 2017 2016 (in thousands, except per share data) Shares Weighted Average Grant Date Fair Value Shares Weighted Shares Weighted Outstanding at beginning of year 634 $ 47.19 863 $ 37.78 1,146 $ 31.11 Granted 327 89.13 329 55.06 363 46.23 Vested (336) 46.10 (458) 36.01 (563) 29.95 Forfeited/canceled/adjusted (85) 54.30 (100) 43.82 (84) 36.79 Outstanding at end of year 540 $ 72.08 634 $ 47.19 863 $ 37.78 |
Summary of awards authorized and status and changes for performance and market based nonvested shares | A summary of the awards authorized in each year is below: Total Number of Shares Awarded 1 Potential Number of Performance-and Market-Based Shares to be Vested 2 Year Potential Performance-and Market-Based Shares Will Fully Vest 3 2018 249,380 426,963 2017 319,811 903,364 2016 531,700 687,015 1 Shares awarded does not include dividend equivalents. 2 Includes dividend equivalents. 3 Represents year in which authorized performance and market-based shares will fully vest if they had been granted during 2018, 2017, and 2016, respectively. A summary of the status of TSYS' performance- and market-based nonvested shares as of December 31, 2018, 2017 and 2016 and changes during those periods are presented below: 2018 2017 2016 (in thousands, except per share data) Shares 1 Weighted Shares 1 Weighted Shares 1 Weighted Outstanding at beginning of year 805 $ 45.41 982 $ 33.43 918 $ 31.19 Granted 521 93.28 618 52.48 540 45.91 Vested (569) 40.69 (621) 14.85 (140) 37.91 Forfeited/canceled/adjusted (112) 59.50 (174) 46.98 (336) 37.70 Outstanding at end of year 645 $ 67.44 805 $ 45.41 982 $ 33.43 1 Includes dividend equivalents. |
Summary of stock option activity, changes, remaining contractual life and intrinsic value | 2018 2017 2016 (in thousands, except per share data) Options Weighted Options Weighted Options Weighted Outstanding at beginning of year 2,695 $ 37.15 2,996 $ 32.78 2,887 $ 28.07 Granted 362 86.91 551 54.97 688 47.01 Exercised (1,020) 30.55 (730) 30.05 (500) 23.43 Forfeited/canceled (45) 51.72 (122) 52.76 (79) 43.49 Outstanding at end of year 1,992 $ 49.27 2,695 $ 37.15 2,996 $ 32.78 Options exercisable at year-end 1,234 $ 38.08 1,758 $ 31.00 1,877 $ 28.45 Weighted average fair value of options granted during the year $ 19.44 $ 10.85 $ 8.50 As of December 31, 2018, 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) 8.4 6.0 Aggregate intrinsic value (in thousands) $ 12,437 53,366 |
Summary of options exercised for shares of common stock | (in thousands) Options Exercised and Intrinsic Value 2018 1,020 $ 57,868 2017 730 23,629 2016 500 12,984 |
Nonvested Share Awards | |
Share-based Compensation | |
Summary of shares granted | 2018 2017 2016 Number of shares granted 326,968 329,051 362,804 Market value ( in millions ) $ 29.1 18.1 16.8 |
Treasury Stock (Tables)
Treasury Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Treasury Stock. | |
Summary of shares held as treasury stock and related carrying value | (in thousands) Number of Treasury Shares Treasury Shares Cost 2018 22,179 $ 1,042,687 2017 21,862 909,960 2016 19,314 646,047 |
Summary of repurchases under stock repurchase plan by year | (in thousands, except per share data) Total Number of Average Price Paid Repurchased Shares Cost 2018 2,000 $ 85.95 $ 171,898 2017 3,850 73.41 282,645 2016 500 48.57 24,287 |
Schedule of purchases of common stock on a 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, 2018: (in thousands, except per share data) Total Number of Shares Purchased Average Price Paid per Share 1 Total Number of Cumulative shares Purchased as Part of Publicly Announced Plans or Programs 2 Maximum Number of Shares That May yet be Purchased Under the Plans or Programs 2 October 2018 - $ - 9,500 10,500 November 2018 740 85.77 10,240 9,760 December 2018 1,268 1 86.00 11,500 8,500 Total 2,008 3 $ 85.92 1 Includes a total of 7,681 shares (not rounded) in December withheld for payment of taxes. 2 In January 2015, TSYS’ Board of Directors approved a stock repurchase plan to repurchase 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. 3 Total number of shares purchased amounts may not total due to rounding. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (AOCL) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Loss (AOCL) | |
Schedule of 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 (“AOCI”) (loss) are as follows: (in thousands) Foreign Currency Translation Adjustments Gain on Available-For-Sale Securities Change in Postretirement Healthcare Plans Total Accumulated Other Comprehensive Loss, Net of Tax Balance as of December 31, 2015 $ (35,013) 2,503 (1,034) $ (33,544) Pretax amount (36,341) 11,394 775 (24,172) Tax effect (5,872) 4,035 279 (1,558) Net-of-tax amount (30,469) 7,359 496 (22,614) Balance as of December 31, 2016 (65,482) 9,862 (538) (56,158) Pretax amount 24,794 (2,050) (682) 22,062 Tax effect 2,776 (634) (90) 2,052 Net-of-tax amount 22,018 (1,416) (592) 20,010 Balance as of December 31, 2017 (43,464) 8,446 (1,130) (36,148) Pretax amount (21,495) (6,896) (682) (29,073) Tax effect (1,169) (1,534) 34 (2,669) Net-of-tax amount (20,326) (5,362) (716) (26,404) Reclassification for adoption of ASU 2018-02 (Note 1) 604 1,968 (243) 2,329 Balance as of December 31, 2018 $ (63,186) 5,052 (2,089) $ (60,223) |
Segment Reporting and Major C_2
Segment Reporting and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting and Major Customers | |
Schedule of operating income and revenue by segment | Operating Segments Years Ended December 31, (in thousands) 2018 2017 2016 Adjusted operating income by segment: Issuer Solutions (a) $ 608,392 574,580 525,025 Merchant Solutions (b) 484,197 391,466 307,595 Consumer Solutions (c) 193,472 182,082 160,371 Corporate Administration and Other (151,167) (148,564) (135,996) Adjusted segment operating income 1 (d) 999,564 856,995 Less: Share-based compensation 48,758 42,409 43,728 Cayan and TransFirst merger & acquisition (M&A) and integration expenses 2 26,550 13,367 28,176 Litigation, claims, judgments or settlements - 1,947 21,719 Acquisition intangible amortization 236,848 207,797 189,990 Operating income 822,738 734,044 573,382 Nonoperating expenses, net (162,974) (116,482) (112,350) Income before income taxes and equity in income of equity investments $ 659,764 617,562 461,032 Net revenue by segment: Issuer Solutions (e) $ 1,718,177 1,594,959 1,515,462 Merchant Solutions (f) 1,344,718 1,103,682 898,533 Consumer Solutions (g) 806,430 746,870 663,579 Segment net revenue 3,869,325 3,445,511 3,077,574 Less: intersegment revenues 53,425 45,179 35,698 Net revenue 3 (h) 3,815,900 3,400,332 3,041,876 Add: reimbursable items, interchange and payment network fees 4 212,311 1,527,633 1,128,201 Total revenues $ 4,028,211 4,927,965 4,170,077 Adjusted segment operating margin on net revenue: Issuer Solutions (a)/(e) Merchant Solutions (b)/(f) Consumer Solutions (c)/(g) Adjusted segment operating margin on net revenue (d)/(h) 1 Adjusted segment operating income excludes acquisition intangible amortization, TransFirst and Cayan M&A and integration expenses, share-based compensation and expenses associated with Corporate Administration and Other. 2 Excludes share-based compensation. 3 Net revenue is total revenues less reimbursable items (such as postage), as well as, merchant acquiring interchange and payment network fees charged by the card associations or payment networks that are recorded by TSYS as expense. 4 As discussed in Note 1, the most significant impact of the Company’s adoption of ASC 606 as of January 1, 2018 is the result of gross versus net presentation of interchange and payment network fees. In 2018, these fees collected on behalf of the payment networks and card issuers are presented “net” of the amounts paid to them, as opposed to the “gross” presentation for certain of these fees in 2017 and 2016. |
Schedule of depreciation expense by segment | The following table presents the Company’s depreciation and amortization expense by segment: Years Ended December 31, (in thousands) 2018 2017 2016 Depreciation and amortization by segment: Issuer Solutions $ 119,402 147,914 141,309 Merchant Solutions 30,713 29,477 25,553 Consumer Solutions 17,424 15,838 13,133 Segment depreciation and amortization 167,539 193,229 179,995 Acquisition intangible amortization 236,848 207,797 189,990 Corporate administration and other 4,186 4,880 3,561 Total depreciation and amortization 1 $ 408,573 405,906 373,546 1 Client incentive/contract asset amortization is no longer included in depreciation and amortization due to the adoption of ASC 606 on January 1, 2018. |
Schedule of total assets by segment | As of December 31, (in thousands) 2018 2017 Issuer Solutions $ 6,843,451 5,735,195 Merchant Solutions 4,248,183 3,136,395 Consumer Solutions 1,374,667 1,418,644 Intersegment assets (4,997,592) (3,958,545) Total assets $ 7,468,709 6,331,689 |
Schedule of property and equipment, net by geographic area | As of December 31, (in thousands) 2018 2017 United States $ 321,119 273,690 Europe 45,872 43,586 Other 16,083 7,942 Total $ 383,074 325,218 |
Schedule of reconciliation of geographic revenues to external revenues by operating segment | 2018 2 (in thousands) Issuer Solutions Merchant Consumer Solutions Total Percentage of Revenues United States $ 1,079,461 1,350,671 806,287 $ 3,236,419 80.4 % Europe 1 375,793 625 - 376,418 9.3 Canada 1 324,937 1,148 - 326,085 8.1 Other 1 88,114 1,175 - 89,289 2.2 Total $ 1,868,305 1,353,619 806,287 $ 4,028,211 100.0 % 2017 (in thousands) Issuer Solutions Merchant Consumer Solutions Total Percentage of Revenues United States $ 1,051,292 2,428,327 745,235 $ 4,224,854 85.7 % Europe 1 320,400 284 - 320,684 6.5 Canada 1 313,674 1,496 - 315,170 6.4 Other 1 66,102 1,155 - 67,257 1.4 Total $ 1,751,468 2,431,262 745,235 $ 4,927,965 100.0 % 2016 (in thousands) Issuer Solutions Merchant Consumer Solutions Total Percentage of Revenues United States $ 1,032,381 1,826,775 660,845 $ 3,520,001 84.4 % Europe 1 306,894 227 - 307,121 7.4 Canada 1 284,028 705 - 284,733 6.8 Other 1 57,460 762 - 58,222 1.4 Total $ 1,680,763 1,828,469 660,845 $ 4,170,077 100.0 % 1 Certain of these revenues are impacted by movements in foreign currency exchange rates. 2 Includes the impact of adopting ASC 606. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | |
Summary of consideration paid and recognized identifiable assets acquired and liabilities assumed | (in thousands) Consideration Cash $ 1,054,931 Fair value of total consideration transferred $ 1,054,931 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 16,854 Accounts receivable 16,421 Property and equipment 18,037 Deferred tax assets 3,558 Other assets 3,032 Identifiable intangible assets 314,785 Deferred tax liabilities (127,804) Other liabilities (36,600) Total identifiable net assets 208,283 Goodwill 846,648 Total identifiable assets acquired and liabilities assumed $ 1,054,931 |
Schedule of estimated fair value of identifiable intangible assets acquired and weighted average useful lives | (in millions) Fair Value Weighted Average Useful Life (in years) Merchant relationships $ 171.6 Channel relationships 80.4 Technology 40.8 Trade names 17.1 Covenants not-to-compete 3.2 Favorable leases 1.7 Total acquired identifiable intangible assets $ 314.8 7.8 |
Schedule of pro forma results of operations | Supplemental Pro Forma Year ended (in thousands) December 31, 2017 Total revenues $ 5,077,632 Net income attributable to TSYS common shareholders $ 549,771 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share | |
Schedule of basic and diluted EPS | 2018 2017 2016 (in thousands, except per share data) Common Common Common Basic EPS: Net income attributable to TSYS common shareholders $ 576,656 586,185 319,638 Less income allocated to nonvested awards (350) (1,373) (1,557) Net income allocated to common stock for EPS calculation (a) $ 576,306 584,812 318,081 Average common shares outstanding (b) 181,956 183,309 182,744 Basic EPS (a)/(b) $ 3.17 3.19 1.74 Diluted EPS: Net income attributable to TSYS common shareholders $ 576,656 586,185 319,638 Less income allocated to nonvested awards (350) (1,373) (1,557) Add income reallocated to nonvested awards 1 350 1,373 1,557 Net income allocated to common stock for EPS calculation (c) $ 576,656 586,185 319,638 Average common shares outstanding 181,956 183,309 182,744 Increase due to assumed issuance of shares related to common equivalent shares outstanding 976 1,162 813 Average nonvested awards 1 987 959 891 Average common and common equivalent shares outstanding (d) 183,919 185,430 184,448 Diluted EPS (c)/(d) $ 3.14 3.16 1.73 1 In accordance with the diluted EPS guidance under the two-class method, the Company uses the approach-either the treasury stock method or the two-class method assuming a participating security is not exercised- that is more dilutive. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies - Operating Segments (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Operating segments | 3 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Other Intangible Assets and Computer Software Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Other intangible assets | Minimum | |
Computer software | |
Estimated useful life | 1 year |
Other intangible assets | Maximum | |
Computer software | |
Estimated useful life | 12 years |
Computer software under perpetual and site licenses | Minimum | |
Computer software | |
Estimated useful life | 1 year |
Computer software under perpetual and site licenses | Maximum | |
Computer software | |
Estimated useful life | 10 years |
Mainframe software license | Maximum | |
Computer software | |
Estimated useful life | 10 years |
Technology | Minimum | |
Computer software | |
Estimated useful life | 3 years |
Technology | Maximum | |
Computer software | |
Estimated useful life | 8 years |
Software development costs, client use | Minimum | |
Computer software | |
Estimated useful life | 1 year |
Software development costs, client use | Maximum | |
Computer software | |
Estimated useful life | 10 years |
Software development costs, internal use | Minimum | |
Computer software | |
Estimated useful life | 3 years |
Software development costs, internal use | Maximum | |
Computer software | |
Estimated useful life | 10 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Equity investment goodwill | $ 46.6 | $ 48.8 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings and improvements | Minimum | |
Property and equipment | |
Estimated useful life | 5 years |
Buildings and improvements | Maximum | |
Property and equipment | |
Estimated useful life | 40 years |
Computer and other equipment | Minimum | |
Property and equipment | |
Estimated useful life | 2 years |
Computer and other equipment | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and other equipment | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Furniture and other equipment | Maximum | |
Property and equipment | |
Estimated useful life | 15 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Equity Method Investments (Details) | Dec. 31, 2018 |
TSYS de Mexico | |
Equity method investments | |
Equity method investment ownership (as a percent) | 49.00% |
China Union Pay Data Co., Ltd | |
Equity method investments | |
Equity method investment ownership (as a percent) | 44.56% |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Loss Provisions (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Merchant losses | ||
Loss provisions | ||
Accrual for losses | $ 4.3 | $ 4.3 |
Other current liabilities. | Transaction processing contract contingencies (performance penalties) and processing errors | ||
Loss provisions | ||
Accrual for losses | 3.6 | 2.2 |
Other current liabilities. | Cardholder losses | ||
Loss provisions | ||
Accrual for losses | $ 13.1 | $ 9.5 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Revenue (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Revenue, Practical Expedient, Financing Component | true |
Revenue, Practical Expedient, Performance Obligations | true |
Revenue, Practical Expedient, Unsatisfied Performance Obligation | true |
Minimum | |
Revenue | |
Capitalized Contract Cost, Amortization Period | 20 months |
Term of contract | 3 years |
Maximum | |
Revenue | |
Capitalized Contract Cost, Amortization Period | 7 years |
Term of contract | 10 years |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Forfeiture Rates of Share-Based Awards and Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Advertising | |||
Advertising expenses | $ 12.4 | $ 13.2 | $ 11.5 |
Other employees | |||
Share-based Compensation | |||
Estimated forfeiture rate | 8.00% | ||
Minimum | Executive officers | |||
Share-based Compensation | |||
Estimated forfeiture rate | 0.00% | ||
Maximum | Executive officers | |||
Share-based Compensation | |||
Estimated forfeiture rate | 3.00% |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Restricted cash | $ 1 | $ 0.5 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Adoption of ASU (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Jul. 01, 2018 | Dec. 31, 2017 |
Adoption of Accounting Standards Updates | ||||
Accumulated other comprehensive loss, net | $ (60,223) | $ 2,300 | $ (36,148) | |
Retained earnings | 3,478,650 | $ 2,300 | 3,004,018 | |
Other Finite-Lived Intangible Assets, Net | $ 796,702 | $ 727,146 | ||
Accounting Standards Update 2016-02 | Restatement Adjustment | ||||
Adoption of Accounting Standards Updates | ||||
Operating Lease, Right-of-Use Asset | $ 195,000 | |||
Operating Lease, Liability | 190,000 | |||
Other Finite-Lived Intangible Assets, Net | $ (2,100) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | |
Disaggregation of revenue | |
Individual Merchants, Contract Term | 30 days |
Long Term Processing Contracts, Term | 3 years |
Maximum | |
Disaggregation of revenue | |
Individual Merchants, Contract Term | 5 years |
Long Term Processing Contracts, Term | 8 years |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregated Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disaggregation of revenue | |
Revenue | $ 4,028,211 |
U.S. dollar | |
Disaggregation of revenue | |
Revenue | 3,641,911 |
British Pound Sterling | |
Disaggregation of revenue | |
Revenue | 253,185 |
Euro | |
Disaggregation of revenue | |
Revenue | 103,785 |
Other | |
Disaggregation of revenue | |
Revenue | 29,330 |
Volume-based revenues | |
Disaggregation of revenue | |
Revenue | 2,976,213 |
Non-volume related revenues | |
Disaggregation of revenue | |
Revenue | 1,051,998 |
Issuer Solutions | |
Disaggregation of revenue | |
Revenue | 1,868,305 |
Issuer Solutions | U.S. dollar | |
Disaggregation of revenue | |
Revenue | 1,482,772 |
Issuer Solutions | British Pound Sterling | |
Disaggregation of revenue | |
Revenue | 253,185 |
Issuer Solutions | Euro | |
Disaggregation of revenue | |
Revenue | 103,785 |
Issuer Solutions | Other | |
Disaggregation of revenue | |
Revenue | 28,563 |
Issuer Solutions | Volume-based revenues | |
Disaggregation of revenue | |
Revenue | 903,831 |
Issuer Solutions | Non-volume related revenues | |
Disaggregation of revenue | |
Revenue | 964,474 |
Merchant Solutions | |
Disaggregation of revenue | |
Revenue | 1,353,619 |
Merchant Solutions | U.S. dollar | |
Disaggregation of revenue | |
Revenue | 1,352,852 |
Merchant Solutions | Other | |
Disaggregation of revenue | |
Revenue | 767 |
Merchant Solutions | Volume-based revenues | |
Disaggregation of revenue | |
Revenue | 1,268,151 |
Merchant Solutions | Non-volume related revenues | |
Disaggregation of revenue | |
Revenue | 85,468 |
Consumer Solutions | |
Disaggregation of revenue | |
Revenue | 806,287 |
Consumer Solutions | U.S. dollar | |
Disaggregation of revenue | |
Revenue | 806,287 |
Consumer Solutions | Volume-based revenues | |
Disaggregation of revenue | |
Revenue | 804,231 |
Consumer Solutions | Non-volume related revenues | |
Disaggregation of revenue | |
Revenue | $ 2,056 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligation (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue from Contracts with Customers | |
Unsatisfied or partially unsatisfied performance obligations | $ 2,600,754 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contracts with Customers | |
Unsatisfied or partially unsatisfied performance obligations | $ 693,978 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contracts with Customers | |
Unsatisfied or partially unsatisfied performance obligations | $ 602,463 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contracts with Customers | |
Unsatisfied or partially unsatisfied performance obligations | $ 505,287 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contracts with Customers | |
Unsatisfied or partially unsatisfied performance obligations | $ 799,026 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 84 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract balances (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 |
Revenue from Contracts with Customers | ||
Accounts receivable | $ 450,322 | $ 412,322 |
Contract assets (short-term and long-term) | 78,789 | 87,812 |
Contract liabilities (short-term and long-term) | $ 68,716 | $ 76,541 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Changes in contract assets and liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract Assets | |
Increase in net contract assets related to signing incentives additions | $ 24,837 |
Decrease in net contract assets related to signing incentive amortization | (29,244) |
Increase in net contract assets related to revenue recognized in advance of billing | 4,956 |
Change in net contract assets due to amounts transferred to receivables | (4,772) |
Changes in net contract assets primarily relating to cash received from customers | (7,531) |
Deferred revenue that was released from the net contract asset balance | 9,110 |
Contract Liabilities | |
Decrease in net contract liabilities related to signing incentives additions | 55 |
Increase in net contract liabilities related to signing incentive amortization | (7,330) |
Decrease in net contract liabilities related to revenue recognized in advance of billing | 2,099 |
Change in net contract liabilities due to amounts transferred to receivables | (2,668) |
Increase in net contract liabilities primarily relating to cash received from customers | (136,295) |
Deferred revenue that was released from net contract liabilities | $ 140,558 |
Revenue from Contracts with C_8
Revenue from Contracts with Customers - Impact of New Guidance on Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 01, 2018 | Jan. 01, 2018 | |
Statement of Financial Position [Abstract] | |||||
Prepaid expenses and other current assets. | $ 188,355 | ||||
Contract assets (short-term and long-term) | 78,789 | $ 87,812 | |||
Contract cost assets | 145,598 | $ 258,665 | |||
Deferred income tax assets | 7,773 | 6,091 | |||
Other assets | 116,905 | 124,021 | |||
Contract liabilities (short-term and long-term) | 68,716 | $ 76,541 | |||
Other liabilities (short-term and long-term) | 344,044 | ||||
Accumulated other comprehensive loss, net | (60,223) | (36,148) | $ 2,300 | ||
Retained earnings | 3,478,650 | 3,004,018 | $ 2,300 | ||
Income Statement | |||||
Total revenues | 4,028,211 | 4,927,965 | $ 4,170,077 | ||
Total operating expenses | 3,205,473 | 4,193,921 | 3,596,695 | ||
Operating income | 822,738 | 734,044 | 573,382 | ||
Income taxes | 127,003 | 65,878 | 161,175 | ||
Net income | 577,917 | 592,216 | 325,972 | ||
Net income attributable to TSYS common shareholders | $ 576,656 | $ 586,185 | $ 319,638 | ||
Basic earnings per share (EPS) attributable to TSYS common shareholders (in dollars per share) | $ 3.17 | $ 3.19 | $ 1.74 | ||
Diluted EPS attributable to TSYS common shareholders (in dollars per share) | $ 3.14 | $ 3.16 | $ 1.73 | ||
Cash flows from operating activities: | |||||
Net income | $ 577,917 | $ 592,216 | $ 325,972 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 408,573 | 405,906 | 373,546 | ||
Changes in contract assets and contract liabilities | (2,771) | 6,184 | (2,262) | ||
Changes in contract cost assets | 3,316 | ||||
Changes in other current and other long-term liabilities | (55,602) | ||||
Cash flows from investing activities: | |||||
Additions to contract acquisition costs | $ (69,806) | $ (45,847) | |||
Balances without adoption of adoption of ASC 606 | ASU 2014-09 | |||||
Statement of Financial Position [Abstract] | |||||
Prepaid expenses and other current assets. | 190,417 | ||||
Contract cost assets | 252,550 | ||||
Deferred income tax assets | 6,896 | ||||
Other assets | 122,323 | ||||
Contract liabilities (short-term and long-term) | 91,678 | ||||
Other liabilities (short-term and long-term) | 345,625 | ||||
Accumulated other comprehensive loss, net | (59,842) | ||||
Retained earnings | 3,488,492 | ||||
Income Statement | |||||
Total revenues | 5,716,741 | ||||
Total operating expenses | 4,887,026 | ||||
Operating income | 829,715 | ||||
Income taxes | 128,585 | ||||
Net income | 583,314 | ||||
Net income attributable to TSYS common shareholders | $ 582,053 | ||||
Basic earnings per share (EPS) attributable to TSYS common shareholders (in dollars per share) | $ 3.20 | ||||
Diluted EPS attributable to TSYS common shareholders (in dollars per share) | $ 3.16 | ||||
Cash flows from operating activities: | |||||
Net income | $ 583,314 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 470,804 | ||||
Changes in contract assets and contract liabilities | (35,754) | ||||
Changes in other current and other long-term liabilities | (54,524) | ||||
Cash flows from investing activities: | |||||
Additions to contract acquisition costs | (32,407) | ||||
Effect of Change Higher/(Lower) | ASU 2014-09 | |||||
Statement of Financial Position [Abstract] | |||||
Prepaid expenses and other current assets. | (2,062) | ||||
Contract assets (short-term and long-term) | 78,789 | ||||
Contract cost assets | (106,952) | ||||
Deferred income tax assets | 877 | ||||
Other assets | (5,418) | ||||
Contract liabilities (short-term and long-term) | (22,962) | ||||
Other liabilities (short-term and long-term) | (1,581) | ||||
Accumulated other comprehensive loss, net | (381) | ||||
Retained earnings | (9,842) | ||||
Income Statement | |||||
Total revenues | (1,688,530) | ||||
Total operating expenses | (1,681,553) | ||||
Operating income | (6,977) | ||||
Income taxes | (1,582) | ||||
Net income | (5,397) | ||||
Net income attributable to TSYS common shareholders | $ (5,397) | ||||
Basic earnings per share (EPS) attributable to TSYS common shareholders (in dollars per share) | $ (0.03) | ||||
Diluted EPS attributable to TSYS common shareholders (in dollars per share) | $ (0.03) | ||||
Cash flows from operating activities: | |||||
Net income | $ (5,397) | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | (62,231) | ||||
Changes in contract assets and contract liabilities | 32,983 | ||||
Changes in contract cost assets | 3,316 | ||||
Changes in other current and other long-term liabilities | (1,078) | ||||
Cash flows from investing activities: | |||||
Additions to contract acquisition costs | $ 32,407 |
Fair Value Measurement - Change
Fair Value Measurement - Changes in Fair Value Levels (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Measurement | ||
Asset transfers out of Level 1 into Level 2 | $ 0 | |
Asset transfers out of Level 2 into Level 1 | 0 | |
Asset transfers into (out of) Level 3 | $ 0 | |
Liability transfers out of Level 1 into Level 2 | $ 0 | |
Liability transfers out of Level 2 into Level 1 | 0 | |
Liability transfers into (out of) Level 3 | $ 0 |
Fair Value Measurement - Goodwi
Fair Value Measurement - Goodwill and Impairment Testing (Details) - USD ($) $ in Thousands | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Measurement | ||||
Goodwill | $ 4,114,838 | $ 3,264,071 | $ 3,270,952 | |
Impairment of goodwill | $ 0 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Supplementary Balance Sheet Information | ||||
Cash and cash equivalents in domestic accounts | $ 405,535 | $ 396,577 | ||
Cash and cash equivalents in foreign accounts | 65,621 | 53,780 | ||
Total cash and cash equivalents | 471,156 | 450,357 | ||
Restricted cash included in other long-term assets | 3,123 | 1,013 | ||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 474,279 | $ 451,370 | $ 425,810 | $ 389,529 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Supplementary Balance Sheet Information | ||
Prepaid expenses | $ 48,058 | $ 65,159 |
Income taxes receivable | 19,362 | 41,400 |
R and D state tax credit | 26,541 | 22,642 |
Supplies inventory | 18,089 | 17,072 |
Other | 76,305 | 70,292 |
Total | $ 188,355 | $ 216,565 |
Goodwill - Changes from Acquisi
Goodwill - Changes from Acquisitions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill | |
Goodwill recorded from acquisition | $ 851,956 |
Cayan | |
Goodwill | |
Goodwill recorded from acquisition | 800 |
iMobile3 | |
Goodwill | |
Goodwill recorded from acquisition | 5,300 |
Merchant Solutions | |
Goodwill | |
Goodwill recorded from acquisition | $ 851,956 |
Goodwill - Gross Amount and Acc
Goodwill - Gross Amount and Accumulated Impairment Losses by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill | |||
Gross amount | $ 4,118,850 | $ 3,268,083 | |
Accumulated impairment losses | (4,012) | (4,012) | |
Goodwill, net | 4,114,838 | 3,264,071 | $ 3,270,952 |
Issuer Solutions | |||
Goodwill | |||
Gross amount | 98,276 | 99,465 | |
Accumulated impairment losses | (1,787) | (1,787) | |
Goodwill, net | 96,489 | 97,678 | 94,946 |
Merchant Solutions | |||
Goodwill | |||
Gross amount | 2,984,609 | 2,132,653 | |
Accumulated impairment losses | (2,225) | (2,225) | |
Goodwill, net | 2,982,384 | 2,130,428 | 2,141,836 |
Consumer Solutions | |||
Goodwill | |||
Gross amount | 1,035,965 | 1,035,965 | |
Goodwill, net | $ 1,035,965 | $ 1,035,965 | $ 1,034,170 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Value by Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | ||
Balance | $ 3,264,071,000 | $ 3,270,952,000 |
Tax adjustment | 1,795,000 | |
Acquisition | 851,956,000 | |
Acquisition adjustments | (11,408,000) | |
Currency translation adjustments | (1,189,000) | 2,732,000 |
Balance | 4,114,838,000 | 3,264,071,000 |
Issuer Solutions | ||
Goodwill | ||
Balance | 97,678,000 | 94,946,000 |
Currency translation adjustments | (1,189,000) | 2,732,000 |
Balance | 96,489,000 | 97,678,000 |
Merchant Solutions | ||
Goodwill | ||
Balance | 2,130,428,000 | 2,141,836,000 |
Tax adjustment | (12,100,000) | |
Acquisition | 851,956,000 | |
Acquisition adjustments | (11,408,000) | |
Balance | 2,982,384,000 | 2,130,428,000 |
Goodwill adjustment | 727,000 | |
Consumer Solutions | ||
Goodwill | ||
Balance | 1,035,965,000 | 1,034,170,000 |
Tax adjustment | 1,795,000 | |
Balance | $ 1,035,965,000 | $ 1,035,965,000 |
Goodwill - Changes from Acqui_2
Goodwill - Changes from Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | ||
Goodwill recorded from acquisition | $ 851,956,000 | |
Tax adjustment (increase) decrease to goodwill | $ (1,795,000) | |
Cayan | ||
Goodwill | ||
Goodwill recorded from acquisition | 800,000 | |
Goodwill adjustment | 38,700,000 | |
iMobile3 | ||
Goodwill | ||
Goodwill recorded from acquisition | 5,300,000 | |
NetSpend, Inc. | ||
Goodwill | ||
Goodwill recorded from acquisition | 1,800,000 | |
Merchant Solutions | ||
Goodwill | ||
Goodwill recorded from acquisition | 851,956,000 | |
Tax adjustment (increase) decrease to goodwill | 12,100,000 | |
Goodwill adjustment | 727,000 | |
Merchant Solutions | TransFirst | ||
Goodwill | ||
Tax adjustment (increase) decrease to goodwill | $ 12,100,000 | |
Goodwill adjustment | $ 727,000 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Significant Components (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets | ||
Other intangible assets, Gross | $ 1,598,726 | $ 1,328,034 |
Other intangible assets, Accumulated Amortization | (802,024) | (600,888) |
Other intangible assets, Net | 796,702 | 727,146 |
Merchant relationships | ||
Intangible assets | ||
Other intangible assets, Gross | 756,400 | 588,000 |
Other intangible assets, Accumulated Amortization | (252,050) | (147,000) |
Other intangible assets, Net | 504,350 | 441,000 |
Channel relationships | ||
Intangible assets | ||
Other intangible assets, Gross | 520,000 | 439,398 |
Other intangible assets, Accumulated Amortization | (260,461) | (200,540) |
Other intangible assets, Net | 259,539 | 238,858 |
Customer relationships | ||
Intangible assets | ||
Other intangible assets, Gross | 166,811 | 167,222 |
Other intangible assets, Accumulated Amortization | (150,509) | (139,969) |
Other intangible assets, Net | 16,302 | 27,253 |
Trade name | ||
Intangible assets | ||
Other intangible assets, Gross | 79,546 | 62,468 |
Other intangible assets, Accumulated Amortization | (70,906) | (58,068) |
Other intangible assets, Net | 8,640 | 4,400 |
Covenants not-to-compete | ||
Intangible assets | ||
Other intangible assets, Gross | 34,040 | 29,940 |
Other intangible assets, Accumulated Amortization | (29,507) | (20,815) |
Other intangible assets, Net | 4,533 | 9,125 |
Database | ||
Intangible assets | ||
Other intangible assets, Gross | 28,000 | 28,000 |
Other intangible assets, Accumulated Amortization | (28,000) | (25,200) |
Other intangible assets, Net | 2,800 | |
Trade association | ||
Intangible assets | ||
Other intangible assets, Gross | 10,000 | 10,000 |
Other intangible assets, Accumulated Amortization | (8,750) | (7,750) |
Other intangible assets, Net | 1,250 | 2,250 |
Favorable lease | ||
Intangible assets | ||
Other intangible assets, Gross | 3,929 | 3,006 |
Other intangible assets, Accumulated Amortization | (1,841) | (1,546) |
Other intangible assets, Net | $ 2,088 | $ 1,460 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
Merchant relationships | iMobile3 | ||||
Intangible assets | ||||
Total acquired identifiable intangible assets | $ 2.8 | |||
Favorable lease | iMobile3 | ||||
Intangible assets | ||||
Total acquired identifiable intangible assets | $ 0.3 | |||
Rights to use | iMobile3 | ||||
Intangible assets | ||||
Total acquired identifiable intangible assets | $ 2.1 | |||
Other intangible assets | Selling, general and administrative expenses | ||||
Intangible assets | ||||
Amortization related to other intangible assets | $ 202.1 | $ 179.5 | $ 163.8 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Weighted Average Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Other intangible assets | |
Intangible assets | |
Weighted Average Amortization Period | 7 years 4 months 24 days |
Merchant relationships | |
Intangible assets | |
Weighted Average Amortization Period | 7 years 2 months 12 days |
Channel relationships | |
Intangible assets | |
Weighted Average Amortization Period | 8 years 9 months 18 days |
Customer relationships | |
Intangible assets | |
Weighted Average Amortization Period | 6 years 10 months 24 days |
Trade name | |
Intangible assets | |
Weighted Average Amortization Period | 3 years 9 months 18 days |
Covenants not-to-compete | |
Intangible assets | |
Weighted Average Amortization Period | 4 years |
Database | |
Intangible assets | |
Weighted Average Amortization Period | 5 years |
Trade association | |
Intangible assets | |
Weighted Average Amortization Period | 10 years |
Favorable lease | |
Intangible assets | |
Weighted Average Amortization Period | 5 years 7 months 6 days |
Other Intangible Assets, Net _4
Other Intangible Assets, Net - Estimated Future Amortization Expense (Details) - Other intangible assets $ in Thousands | Dec. 31, 2018USD ($) |
Intangible assets | |
2,019 | $ 178,740 |
2,020 | 171,876 |
2,021 | 151,180 |
2,022 | 130,930 |
2,023 | $ 62,326 |
Intangible Assets - Computer _3
Intangible Assets - Computer Software, Net - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Computer software | ||
Computer software, Gross | $ 1,427,957 | $ 1,232,998 |
Computer software, Accumulated Amortization | 893,421 | 849,283 |
Computer software, Net | 534,536 | 383,715 |
Licensed computer software | ||
Computer software | ||
Computer software, Gross | 656,704 | 543,198 |
Computer software, Accumulated Amortization | 347,641 | 360,160 |
Software development costs | ||
Computer software | ||
Computer software, Gross | 485,047 | 450,789 |
Computer software, Accumulated Amortization | 347,847 | 325,443 |
Technology | ||
Computer software | ||
Computer software, Gross | 286,206 | 239,011 |
Computer software, Accumulated Amortization | $ 197,933 | $ 163,680 |
Intangible Assets - Computer _4
Intangible Assets - Computer Software, Net - License Agreements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Computer software | ||
Computer software, Gross | $ 1,427,957 | $ 1,232,998 |
Computer software, accumulated amortization | (893,421) | (849,283) |
Computer software, Net | 534,536 | 383,715 |
License Agreements | ||
Computer software | ||
Computer software, Gross | 20,524 | 24,421 |
Computer software, accumulated amortization | (3,228) | (15,918) |
Computer software, Net | $ 17,296 | $ 8,503 |
Intangible Assets - Computer _5
Intangible Assets - Computer Software, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Licensed computer software | |||
Computer software | |||
Amortization expense | $ 63,370 | $ 51,247 | $ 45,655 |
Software development costs | |||
Computer software | |||
Amortization expense | 26,701 | 27,461 | 26,478 |
Technology | |||
Computer software | |||
Amortization expense | $ 34,758 | $ 28,267 | $ 26,217 |
Intangible Assets - Computer _6
Intangible Assets - Computer Software, Net - Weighted Average Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer Software | |
Computer software | |
Weighted Average Amortization Period | 6 years |
Licensed computer software | |
Computer software | |
Weighted Average Amortization Period | 6 years 2 months 12 days |
Software development costs | |
Computer software | |
Weighted Average Amortization Period | 6 years |
Technology | |
Computer software | |
Weighted Average Amortization Period | 5 years 9 months 18 days |
Intangible Assets - Computer _7
Intangible Assets - Computer Software, Net - Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Licensed computer software | |
Computer software | |
2,019 | $ 71,418 |
2,020 | 61,558 |
2,021 | 50,675 |
2,022 | 40,318 |
2,023 | 32,819 |
Software development costs | |
Computer software | |
2,019 | 23,345 |
2,020 | 19,125 |
2,021 | 14,078 |
2,022 | 8,959 |
2,023 | 6,292 |
Technology | |
Computer software | |
2,019 | 35,333 |
2,020 | 29,674 |
2,021 | 13,140 |
2,022 | 9,540 |
2,023 | $ 575 |
Property and Equipment, Net - B
Property and Equipment, Net - Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment | ||
Property and equipment, gross | $ 905,822 | $ 846,302 |
Less accumulated depreciation and amortization | (522,748) | (521,084) |
Property and equipment, net | 383,074 | 325,218 |
Computer and other equipment | ||
Property and equipment | ||
Property and equipment, gross | 446,000 | 424,957 |
Buildings and improvements | ||
Property and equipment | ||
Property and equipment, gross | 275,396 | 262,499 |
Furniture and other equipment | ||
Property and equipment | ||
Property and equipment, gross | 167,578 | 141,927 |
Land | ||
Property and equipment | ||
Property and equipment, gross | 15,677 | 16,195 |
Other | ||
Property and equipment | ||
Property and equipment, gross | $ 1,171 | $ 724 |
Property and Equipment, Net - A
Property and Equipment, Net - Amounts under Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Various equipment under capital lease arrangements | ||
Gross | $ 97,630 | $ 98,004 |
Accumulated Amortization | (52,762) | (48,847) |
Net | 44,868 | 49,157 |
Computer and other equipment | ||
Various equipment under capital lease arrangements | ||
Gross | 91,526 | 92,553 |
Accumulated Amortization | (47,903) | (44,327) |
Furniture and other equipment | ||
Various equipment under capital lease arrangements | ||
Gross | 6,104 | 5,451 |
Accumulated Amortization | $ (4,859) | $ (4,520) |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation and Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment, Net | |||
Depreciation and amortization expense related to property and equipment | $ 81.1 | $ 68 | $ 62.5 |
Contract Cost Assets, Net - Sig
Contract Cost Assets, Net - Significant Components (Details) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Contract Cost Assets, Net | ||
Capitalized Contract Cost, Net | $ 145,598 | $ 258,665 |
Contract cost assets | ||
Contract Cost Assets, Net | ||
Capitalized Contract Cost, Net | $ 145,598 | 139,249 |
Payments for processing rights | ||
Contract Cost Assets, Net | ||
Capitalized Contract Cost, Net | $ 119,416 |
Contract Cost Assets, Net - Amo
Contract Cost Assets, Net - Amortization Expense (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Contract cost assets | |||
Contract Cost Assets, Net | |||
Amortization expense related to contract acquisition costs | $ 35,729 | $ 29,625 | $ 28,811 |
Payments for processing rights | |||
Contract Cost Assets, Net | |||
Amortization expense related to contract acquisition costs | $ 21,357 | $ 19,804 |
Contract Cost Assets, Net - Wei
Contract Cost Assets, Net - Weighted Average Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Contract cost assets | |
Contractual arrangements | |
Weighted average useful life for each component of contract acquisition costs | 7 years 8 months 12 days |
Contract Cost Assets, Net - Est
Contract Cost Assets, Net - Estimated Future Amortization on Payments for Processing and Conversion (Details) - Contract cost assets $ in Thousands | Dec. 31, 2018USD ($) |
Contractual arrangements | |
2,019 | $ 31,565 |
2,020 | 29,231 |
2,021 | 27,426 |
2,022 | 22,404 |
2,023 | $ 13,576 |
Equity Investments - Ownership
Equity Investments - Ownership and Contributions (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($)fund | Dec. 31, 2017USD ($) | |
Atlanta-based venture capital fund limited partnership private equity | Maximum | ||
Equity investments | ||
Ownership interest (as a percent) | 50.00% | |
China Union Pay Data Co., Ltd | ||
Equity investments | ||
Equity method investment ownership (as a percent) | 44.56% | |
TSYS de Mexico | ||
Equity investments | ||
Equity method investment ownership (as a percent) | 49.00% | |
Atlanta-based venture capital fund limited partnership private equity | ||
Equity investments | ||
Number of investment funds | fund | 2 | |
Cumulative contributions to the funds | $ 29.5 | $ 22.8 |
Atlanta-based venture capital fund limited partnership private equity | Maximum | ||
Equity investments | ||
Commitment to invest | $ 20 |
Equity Investments -Equity in I
Equity Investments -Equity in Income and Carrying Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity investments | |||
Equity in income of equity investments, net of tax | $ 45,156 | $ 40,532 | $ 26,115 |
Equity investments | 180,661 | 163,518 | |
China Union Pay Data Co., Ltd | |||
Equity investments | |||
Equity investments | 138,791 | 127,367 | |
Other | |||
Equity investments | |||
Equity investments | $ 41,870 | $ 36,151 |
Long-term Borrowings, Capital_3
Long-term Borrowings, Capital Lease Obligations and License Agreements - Summary of Long-term Debt (Details) - USD ($) | May 11, 2018 | Jul. 01, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Mar. 17, 2016 | May 31, 2013 |
Long-Term Borrowings | ||||||||
Total debt | $ 3,864,201,000 | $ 3,150,999,000 | $ 3,864,201,000 | |||||
Less current portion | (20,807,000) | (559,050,000) | (20,807,000) | |||||
Noncurrent portion of long-term debt | 3,843,394,000 | 2,591,949,000 | 3,843,394,000 | |||||
Net proceeds | $ 1,340,000,000 | |||||||
Debt instruments | ||||||||
Interest expense | 163,400,000 | 118,200,000 | $ 115,400,000 | |||||
NetSpend, Inc. | ||||||||
Debt instruments | ||||||||
Purchase price of acquisition | $ 1,400,000,000 | |||||||
3.800% Senior Notes due April 1, 2021 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 746,430,000 | $ 745,000,000 | $ 746,430,000 | |||||
Principal amount | $ 750,000,000 | |||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 3.80% | 3.80% | 3.80% | 3.80% | ||||
Term | 5 years | 5 years | ||||||
4.800% Senior Notes due April 1, 2026 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 743,734,000 | $ 743,042,000 | $ 743,734,000 | |||||
Principal amount | $ 750,000,000 | |||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 4.80% | 4.80% | 4.80% | 4.80% | ||||
Term | 10 years | 10 years | ||||||
2.375% Senior Notes due June 1, 2018 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 549,532,000 | |||||||
Principal amount | $ 550,000,000 | |||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | 2.375% | ||||
Term | 5 years | |||||||
3.750% Senior Notes due June 1, 2023 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 545,647,000 | $ 544,780,000 | $ 545,647,000 | |||||
Principal amount | $ 550,000,000 | |||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 3.75% | 3.75% | 3.75% | 3.75% | ||||
Term | 10 years | 10 years | ||||||
4.000% Senior Notes due June 1, 2023 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 545,801,000 | $ 545,801,000 | ||||||
Principal amount | 550,000,000 | |||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 4.00% | 4.00% | 4.00% | |||||
Term | 5 years | 5 years | ||||||
4.450% Senior Notes due June 1, 2028 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 445,439,000 | $ 445,439,000 | ||||||
Principal amount | $ 450,000,000 | |||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 4.45% | 4.45% | 4.45% | |||||
Term | 10 years | |||||||
Unsecured term facility, due February 23, 2021 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 368,645,000 | |||||||
Unsecured term facility, due February 23, 2021 | LIBOR | ||||||||
Debt instruments | ||||||||
Margin added to variable rate (as a percent) | 1.50% | 1.50% | ||||||
Unsecured revolving loan, due February 23, 2021 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 200,000,000 | |||||||
Unsecured revolving loan, due February 23, 2021 | LIBOR | ||||||||
Debt instruments | ||||||||
Margin added to variable rate (as a percent) | 1.30% | 1.30% | ||||||
Unsecured revolving loan variable, due April 2023 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 805,000,000 | $ 805,000,000 | ||||||
Unsecured revolving loan variable, due April 2023 | LIBOR | ||||||||
Debt instruments | ||||||||
Margin added to variable rate (as a percent) | 1.30% | 1.30% | ||||||
3.760% note payable due March 20, 2020 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 16,450,000 | $ 16,450,000 | ||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 3.76% | 3.76% | 3.76% | |||||
3.600% note payable due December 20, 2020 | ||||||||
Long-Term Borrowings | ||||||||
Total debt | $ 15,700,000 | $ 15,700,000 | ||||||
Debt instruments | ||||||||
Stated interest rate (as a percent) | 3.60% | 3.60% | 3.60% |
Long-term Borrowings, Capital_4
Long-term Borrowings, Capital Lease Obligations and License Agreements - Fair Value of Senior Notes (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Estimated fair value | Senior Notes | Level 1 | ||
Fair value disclosure | ||
Fair value of long-term debt | $ 3,000 | $ 2,700 |
Long-term Borrowings, Capital_5
Long-term Borrowings, Capital Lease Obligations and License Agreements - Senior Credit Facility and Other Borrowings (Details) $ in Thousands | Apr. 23, 2018USD ($) |
Revolving senior credit facility | |
Long-Term Borrowings | |
Maximum borrowing capacity | $ 1,750 |
Term | 5 years |
Facility fee (in percent) | 0.20% |
Standby letters of credit | |
Long-Term Borrowings | |
Maximum borrowing capacity | $ 50,000 |
Long-term Borrowings, Capital_6
Long-term Borrowings, Capital Lease Obligations and License Agreements - Term Loan Facility (Details) $ in Thousands | Jan. 10, 2018USD ($) | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018USD ($) | Sep. 30, 2018 | Dec. 31, 2017USD ($) |
Long-Term Borrowings | ||||||
Maximum consolidated leverage ratio | 3.75 | 3.75 | ||||
Amount outstanding | $ 3,864,201 | $ 3,150,999 | ||||
Subsequent Events. | ||||||
Long-Term Borrowings | ||||||
Maximum consolidated leverage ratio | 3.50 | 3.50 | ||||
Term Loan Facility dated as of January 10, 2018 | ||||||
Long-Term Borrowings | ||||||
Financing agreement amount | $ 450,000 | |||||
Term | 2 years | |||||
Term Loan Facility dated as of January 10, 2018 | Minimum | ||||||
Long-Term Borrowings | ||||||
Fixed charge coverage ratio financial covenant | 2.5 | |||||
Term Loan Facility dated as of January 10, 2018 | Maximum | ||||||
Long-Term Borrowings | ||||||
Fixed charge coverage ratio financial covenant | 4 | |||||
Unsecured revolving loan variable, due April 2023 | ||||||
Long-Term Borrowings | ||||||
Amount outstanding | $ 805,000 |
Long-term Borrowings, Capital_7
Long-term Borrowings, Capital Lease Obligations and License Agreements - 2016 Credit Agreement (Details) - USD ($) | Apr. 23, 2018 | Jan. 10, 2018 | Feb. 23, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Borrowings | |||||
Amount outstanding, net of discount and debt issuance costs | $ 3,864,201,000 | $ 3,150,999,000 | |||
Term Loan Facility | |||||
Long-Term Borrowings | |||||
Outstanding balance | $ 0 | ||||
Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Term | 5 years | ||||
Maximum borrowing capacity | $ 1,750,000 | ||||
Commitment fee regardless of usage (as a percent) | 0.20% | ||||
Standby letters of credit | |||||
Long-Term Borrowings | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Credit Agreement dated as of February 23, 2016 | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Principal amount | $ 700,000,000 | ||||
Term | 5 years | ||||
Credit Agreement dated as of February 23, 2016 | Refinancing Term Loan | |||||
Long-Term Borrowings | |||||
Principal amount | $ 300,000,000 | ||||
Credit Agreement dated as of February 23, 2016 | Standby letters of credit | |||||
Long-Term Borrowings | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Credit Agreement dated as of February 23, 2016 | Minimum | Delayed Draw Term Loan | |||||
Long-Term Borrowings | |||||
Commitment fee on undrawn commitment (as a percent) | 0.10% | ||||
Credit Agreement dated as of February 23, 2016 | Minimum | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Commitment fee regardless of usage (as a percent) | 0.10% | ||||
Credit Agreement dated as of February 23, 2016 | Maximum | Delayed Draw Term Loan | |||||
Long-Term Borrowings | |||||
Commitment fee on undrawn commitment (as a percent) | 0.25% | ||||
Credit Agreement dated as of February 23, 2016 | Maximum | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Commitment fee regardless of usage (as a percent) | 0.25% | ||||
Term Loan Facility dated as of January 10, 2018 | |||||
Long-Term Borrowings | |||||
Principal amount | $ 450,000,000 | ||||
Term | 2 years | ||||
LIBOR | Minimum | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.00% | ||||
LIBOR | Credit Agreement dated as of February 23, 2016 | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.50% | ||||
LIBOR | Credit Agreement dated as of February 23, 2016 | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.30% | ||||
LIBOR | Credit Agreement dated as of February 23, 2016 | Minimum | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.00% | ||||
LIBOR | Credit Agreement dated as of February 23, 2016 | Minimum | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.90% | ||||
LIBOR | Credit Agreement dated as of February 23, 2016 | Maximum | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.75% | ||||
LIBOR | Credit Agreement dated as of February 23, 2016 | Maximum | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.50% | ||||
LIBOR | Term Loan Facility dated as of January 10, 2018 | Minimum | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.75% | ||||
LIBOR | Term Loan Facility dated as of January 10, 2018 | Maximum | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 1.75% | ||||
Base rate | Minimum | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.00% | ||||
Base rate | Credit Agreement dated as of February 23, 2016 | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.50% | ||||
Base rate | Credit Agreement dated as of February 23, 2016 | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.30% | ||||
Base rate | Credit Agreement dated as of February 23, 2016 | Minimum | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.00% | ||||
Base rate | Credit Agreement dated as of February 23, 2016 | Minimum | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.00% | ||||
Base rate | Credit Agreement dated as of February 23, 2016 | Maximum | Term Loan Facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.75% | ||||
Base rate | Credit Agreement dated as of February 23, 2016 | Maximum | Revolving senior credit facility | |||||
Long-Term Borrowings | |||||
Margin added to variable rate (as a percent) | 0.50% |
Long-term Borrowings, Capital_8
Long-term Borrowings, Capital Lease Obligations and License Agreements - Annual Principal Payments on Long-Term Debt (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Required annual principal payments on long-term debt | |
2,019 | $ 20,807 |
2,020 | 11,342 |
2,021 | 750,000 |
2,023 | $ 1,905,000 |
Long-term Borrowings, Capital_9
Long-term Borrowings, Capital Lease Obligations and License Agreements - Capital Lease Obligations and License Agreements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Borrowings | ||
Capital lease obligations | $ 54,465 | $ 42,815 |
Less current portion | (8,318) | (6,762) |
Obligations under capital leases, excluding current portion | 46,147 | 36,053 |
Capital lease obligations. | ||
Long-Term Borrowings | ||
Capital lease obligations | 37,177 | 37,950 |
License agreements | ||
Long-Term Borrowings | ||
Capital lease obligations | $ 17,288 | $ 4,865 |
Long-term Borrowings, Capita_10
Long-term Borrowings, Capital Lease Obligations and License Agreements - Future minimum lease payments under capital leases and license agreements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Capital lease obligations. | |
Future minimum lease payments | |
2,019 | $ 7,393 |
2,020 | 7,319 |
2,021 | 7,085 |
2,022 | 7,051 |
2,023 | 6,658 |
Thereafter | 6,868 |
Total minimum lease payments | 42,374 |
Less amount representing interest | (5,197) |
Principal minimum lease payments | 37,177 |
License agreements | |
Future minimum lease payments | |
2,019 | 2,939 |
2,020 | 13,778 |
2,021 | 1,390 |
2,022 | 39 |
Total minimum lease payments | 18,146 |
Less amount representing interest | (858) |
Principal minimum lease payments | $ 17,288 |
Minimum | Capital lease obligations. | |
Various equipment under capital lease arrangements | |
Term of obligation | 1 year |
Maximum | Capital lease obligations. | |
Various equipment under capital lease arrangements | |
Term of obligation | 6 years |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Supplementary Balance Sheet Information | ||
Deferred revenues | $ 55,991 | $ 43,814 |
Accrued third-party commissions | 46,977 | 34,276 |
Accrued expenses | 25,178 | 34,260 |
Dividends payable | 24,645 | 24,886 |
Accrued interest | 22,191 | 19,330 |
Other | 93,168 | 69,356 |
Total | $ 268,150 | $ 225,922 |
Income Taxes - Components of Ex
Income Taxes - Components of Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax expense: | |||
Federal | $ 75,273 | $ 210,550 | $ 140,079 |
State | 18,000 | 20,316 | 9,218 |
Foreign | 12,330 | 7,500 | 4,443 |
Total current income tax expense | 105,603 | 238,366 | 153,740 |
Deferred income tax (benefit) expense: | |||
Federal | 18,200 | (178,879) | 8,393 |
State | 3,891 | 5,093 | (65) |
Foreign | (691) | 1,298 | (893) |
Total deferred income tax (benefit) expense | 21,400 | (172,488) | 7,435 |
Total income tax expense | $ 127,003 | $ 65,878 | $ 161,175 |
Income Taxes - Components of In
Income Taxes - Components of Income before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of income before income tax expense: | |||
Domestic | $ 634,433 | $ 603,260 | $ 454,628 |
Foreign | 25,331 | 14,302 | 6,404 |
Income before income taxes and equity in income of equity investments | $ 659,764 | $ 617,562 | $ 461,032 |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Amount Computed by Applying Statutory Tax Rate (Details) - USD ($) $ in Thousands | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes | |||||
Statutory U.S. federal income tax rate (as a percent) | 21.00% | 35.00% | |||
Computed "expected" income tax expense | $ 138,551 | $ 216,147 | $ 161,425 | ||
International tax rate differential and equity income | 14,683 | 11,953 | 8,715 | ||
State income tax expense, net of federal income tax effect | 19,220 | 12,470 | 9,127 | ||
Increase (decrease) in valuation allowance | (1,714) | 8,230 | 2,855 | ||
Tax credits | (22,963) | (20,998) | (15,695) | ||
Share-Based Compensation | (20,309) | (14,310) | |||
Foreign-derived intangible income deduction | (7,283) | ||||
Deduction for domestic production activities | (17,150) | (12,950) | |||
Re-measurement of deferred tax asset / deferred tax liability | (146,093) | ||||
Permanent differences and other, net | 6,818 | 15,629 | 7,698 | ||
Total income tax expense | $ 127,003 | $ 65,878 | $ 161,175 |
Income Taxes - Significant Net
Income Taxes - Significant Net Deferred Tax Liability Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred income tax assets: | ||
Net operating loss and income tax credit carryforwards | $ 32,767 | $ 35,089 |
Allowances for doubtful accounts and billing adjustments | 1,132 | 852 |
Contract liabilities | 8,611 | 17,813 |
Share-based compensation | 11,735 | 15,170 |
Foreign currency translation | 1,938 | |
Postretirement benefits | 5,349 | 4,679 |
Employee compensation and benefits | 7,126 | 2,790 |
Foreign timing differences | 5,737 | 2,924 |
Other, net | 8,767 | 4,522 |
Total deferred income tax assets | 83,162 | 83,839 |
Less valuation allowance for deferred income tax assets | (27,817) | (29,531) |
Net deferred income tax assets | 55,345 | 54,308 |
Deferred income tax liabilities: | ||
Excess tax over financial statement depreciation | (75,222) | (43,056) |
Computer software development costs | (56,250) | (48,244) |
Purchased intangibles | (32,363) | (42,467) |
Foreign currency translation | (942) | |
Partnership interests | (258,007) | (143,908) |
Other, net | (6,008) | (7,917) |
Total deferred income tax liabilities | (427,850) | (286,534) |
Net deferred income tax liabilities | (372,505) | (232,226) |
Total net deferred tax assets (liabilities): | ||
Noncurrent deferred tax asset | 7,773 | 6,091 |
Noncurrent deferred tax liability | (380,278) | (238,317) |
Net deferred income tax liabilities | (372,505) | (232,226) |
Recognized deferred tax assets | ||
Carryforwards of net operating losses | 5,900 | 6,600 |
Carryforwards of capital losses | 300 | 300 |
Federal and state income tax credit carryforwards | 26,500 | $ 28,200 |
Tax Cut and Jobs Acts of 2017 | ||
Decrease to net deferred income tax liabilities | 124,200 | |
Valuation allowance | ||
Increase in the valuation allowance for deferred income tax assets | $ 1,700 |
Income Taxes - Tax Cuts and Job
Income Taxes - Tax Cuts and Jobs Act of 2017 (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Tax Cut and Jobs Acts of 2017 | ||||
Effective tax rate (as a percent) | 19.30% | 10.70% | ||
Statutory U.S. federal income tax rate (as a percent) | 21.00% | 35.00% | ||
FDII tax benefit | $ 7.3 |
Income Taxes - Undistributed Ea
Income Taxes - Undistributed Earnings of Foreign Subsidiaries (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Income Taxes | |
Undistributed earnings | $ 115.3 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate and Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the beginning and ending amount of unrecognized tax liabilities | ||||
Additions based on tax positions related to current year | $ 2.4 | $ 4.9 | $ 3.4 | |
Additions for tax positions of prior years | 3.2 | 4.6 | 3 | |
Reductions for tax positions of prior years | (6.5) | |||
Decreases resulting from settlements with tax authorities | 0.6 | 2.2 | 3 | |
Uncertain tax positions | ||||
Amount of unrecognized tax benefits | 22.3 | 23.8 | 16.5 | $ 13.1 |
Net, current activity | (1.5) | 7.3 | $ 3.4 | |
Gross accrued interest and penalties on unrecognized tax benefits | 2.5 | 2 | ||
Unrecognized income tax benefits that, if recognized, would affect the effective tax rates | 23.5 | 24.5 | ||
Unrecognized income tax benefits that, if recognized, would affect the effective tax rates , interest and penalties | $ 1.7 | $ 1.3 |
Commitments and Contingencies -
Commitments and Contingencies - Lease and Purchase Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Future minimum lease payments under noncancelable operating leases and purchase commitments | |||
2,019 | $ 59,182 | ||
2,020 | 29,036 | ||
2,021 | 10,427 | ||
2,022 | 6,892 | ||
2,023 | 5,438 | ||
Thereafter | 20,813 | ||
Total future minimum commitment payments | 131,788 | ||
Operating Leases | |||
2,019 | 54,818 | ||
2,020 | 54,738 | ||
2,021 | 50,794 | ||
2,022 | 42,048 | ||
2,023 | 19,089 | ||
Thereafter | 32,894 | ||
Total future minimum commitment payments | 254,381 | ||
Operating lease rental expense | |||
Rental expense under all operating leases | $ 128,600 | $ 134,000 | $ 122,900 |
Commitments and Contingencies_2
Commitments and Contingencies - Guarantees and Indemnifications (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Guarantees and indemnifications | ||
Estimated gross settlement exposure | $ 17,200,000 | $ 16,700,000 |
Cardholders' overdrawn account balances | 29,100,000 | 25,500,000 |
Cardholders' loss reserve | 13,100,000 | $ 9,500,000 |
Recorded a liability for guarantees or indemnities | $ 0 | |
Minimum | ||
Guarantees and indemnifications | ||
Period after collection of cardholders' funds they are received by Issuing Bank | 2 days | |
Maximum | ||
Guarantees and indemnifications | ||
Advance on behalf of cardholders | $ 1,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Private Equity Investments (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($)fund | Dec. 31, 2017USD ($) | |
Atlanta-based venture capital fund limited partnership private equity | Maximum | ||
Commitments | ||
Ownership interest (as a percent) | 50.00% | |
Atlanta-based venture capital fund limited partnership private equity | ||
Commitments | ||
Number of investment funds | fund | 2 | |
Cumulative contributions to the funds | $ 29.5 | $ 22.8 |
Investments | 34.3 | $ 26.1 |
Atlanta-based venture capital fund limited partnership private equity | Maximum | ||
Commitments | ||
Commitment to invest | $ 20 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | Jul. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Savings Plan | ||||
Employee contribution matched (as a percent) | 100.00% | 100.00% | ||
Contributions charged to expense | $ 28,196 | $ 23,113 | $ 21,077 | |
Stock purchase plan | ||||
Employee contribution matched (as a percent) | 15.00% | |||
Contributions charged to expense | $ 1,793 | $ 1,600 | $ 1,514 | |
Maximum | ||||
Retirement Savings Plan | ||||
Eligible employee compensation for matching contribution (as a percent) | 5.00% | 4.00% | ||
Company discretionary contributions (as a percent) | 4.00% |
Equity -Dividends (Details)
Equity -Dividends (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity | |||
Dividends paid on common stock | $ 94,557 | $ 79,017 | $ 73,378 |
Equity - Equity Compensation Pl
Equity - Equity Compensation Plans (Details) - $ / shares shares in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options | |||||
Equity compensation plans | |||||
Weighted-average exercise price of outstanding options, warrants and rights (in dollars per share) | $ 49.27 | $ 37.15 | $ 32.78 | $ 28.07 | |
Number of securities to be issued upon exercise of outstanding options (in shares) | 1,992 | 2,695 | 2,996 | 2,887 | |
Equity compensation plans approved by security holders | |||||
Equity compensation plans | |||||
Number of securities to be issued upon exercise of outstanding options, warrants and rights (in shares) | 3,585 | ||||
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (in shares) | [1] | 13,964 | |||
Equity compensation plans approved by security holders | Stock Options | |||||
Equity compensation plans | |||||
Weighted-average exercise price of outstanding options, warrants and rights (in dollars per share) | [2] | $ 49.27 | |||
[1] | Weighted-average exercise price represents 2.0 million options only and does not include restricted share units that have no exercise price.Shares available for future grants under the Total System Services, Inc. 2017 Omnibus Plan, which could be in the form of options, nonvested awards and performance shares | ||||
[2] | Weighted-average exercise price represents 2.0 million options only and does not include restricted share units that have no exercise price. |
Share-Based Compensation - Gene
Share-Based Compensation - General (Detail) | 12 Months Ended |
Dec. 31, 2018shares | |
Total System Services, Inc. 2017 Omnibus Plan | |
Share-based Compensation | |
Aggregate number of shares of stock which may be granted under plan | 15,000 |
Total System Services, Inc. 2012 Omnibus Plan | |
Share-based Compensation | |
Aggregate number of shares of stock which may be granted under plan | 17,000 |
Total System Services, Inc. 2007 Omnibus Plan | |
Share-based Compensation | |
Aggregate number of shares of stock which may be granted under plan | 5,000 |
Total System Services, Inc. 2002 Long-Term Incentive Plan | |
Share-based Compensation | |
Aggregate number of shares of stock which may be granted under plan | 9,400 |
Total System Services, Inc. 2000 Long-Term Incentive Plan | |
Share-based Compensation | |
Aggregate number of shares of stock which may be granted under plan | 2,400 |
Stock Options | |
Share-based Compensation | |
Life of award | 10 years |
Stock Options | Minimum | |
Share-based Compensation | |
Exercise price percentage of fair market value of common stock | 100.00% |
Stock Options | Maximum | |
Share-based Compensation | |
Life of award | 10 years |
Share-Based Compensation - Expe
Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-Based Compensation | |||
Share-based compensation | $ 48,758 | $ 42,409 | $ 43,728 |
Share-Based Compensation - Nonv
Share-Based Compensation - Nonvested Awards - Vesting and Grants Cost (Details) - Nonvested Share Awards - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares granted | |||
Number of shares granted | 326,968 | 329,051 | 362,804 |
Market value | $ 29.1 | $ 18.1 | $ 16.8 |
Certain key employees | Maximum | |||
Share-based Compensation | |||
Award vesting period | 4 years |
Share-Based Compensation - No_2
Share-Based Compensation - Nonvested Awards - Activity and Unrecognized Compensation Cost (Details) - Nonvested Share Awards - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Outstanding at beginning of year (in shares) | 634,000 | 863,000 | 1,146,000 |
Granted (in shares) | 326,968 | 329,051 | 362,804 |
Vested (in shares) | (336,000) | (458,000) | (563,000) |
Forfeited/canceled/adjusted (in shares) | (85,000) | (100,000) | (84,000) |
Outstanding at end of year (in shares) | 540,000 | 634,000 | 863,000 |
Weighted Average Grant Date Fair Value | |||
Outstanding at beginning of year (in dollars per share) | $ 47.19 | $ 37.78 | $ 31.11 |
Granted (in dollars per share) | 89.13 | 55.06 | 46.23 |
Vested (in dollars per share) | 46.10 | 36.01 | 29.95 |
Forfeited/canceled/adjusted (in dollars per share) | 54.30 | 43.82 | 36.79 |
Outstanding at end of year (in dollars per share) | $ 72.08 | $ 47.19 | $ 37.78 |
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 21.6 | ||
Weighted average period of recognition of unrecognized compensation cost | 1 year 9 months 18 days |
Share-Based Compensation - Perf
Share-Based Compensation - Performance and Market- Based Awards Granted (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Performance Period Ending December 2021 | |||
Share-based Compensation | |||
Number of shares granted | 130,840 | 129,442 | 312,293 |
Performance Based Awards | |||
Share-based Compensation | |||
Unrecognized compensation cost (in dollars) | $ 19.7 | ||
Performance Based Awards | Maximum | |||
Share-based Compensation | |||
Vesting percentage | 200.00% | ||
Performance Based Awards | Performance Period Ending December 2019 | |||
Share-based Compensation | |||
Number of shares granted | 84,600 | 146,094 | 160,600 |
Market Based Share Awards | |||
Share-based Compensation | |||
Unrecognized compensation cost (in dollars) | $ 2 | ||
Number of shares granted | 33,940 | 44,275 | 58,807 |
Market Based Share Awards | Maximum | |||
Share-based Compensation | |||
Vesting percentage | 200.00% | ||
Performance and Market Based Awards | |||
Share-based Compensation | |||
Number of shares granted | 521,000 | 618,000 | 540,000 |
Share-Based Compensation - Pe_2
Share-Based Compensation - Performance and Market-Based Awards Authorized (Details) - Performance and Market Based Awards - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation | |||
Total Number of Shares Awarded | 249,380 | 319,811 | 531,700 |
Potential Number of Performance and Market-Based Shares to be Vested | 426,963 | 903,364 | 687,015 |
Share-Based Compensation - Pe_3
Share-Based Compensation - Performance and Market-Based Nonvested Activity (Details) - Performance and Market Based Awards - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Outstanding at beginning of year (in shares) | 805 | 982 | 918 |
Granted (in shares) | 521 | 618 | 540 |
Vested (in shares) | (569) | (621) | (140) |
Forfeited/canceled/adjusted | (112) | (174) | (336) |
Outstanding at end of year (in shares) | 645 | 805 | 982 |
Weighted Average Grant Date Fair Value | |||
Outstanding at beginning of year (in dollars per share) | $ 45.41 | $ 33.43 | $ 31.19 |
Granted (in dollars per share) | 93.28 | 52.48 | 45.91 |
Vested (in dollars per share) | 40.69 | 14.85 | 37.91 |
Forfeited/canceled/adjusted (in dollars per share) | 59.50 | 46.98 | 37.70 |
Outstanding at end of year (in dollars per share) | $ 67.44 | $ 45.41 | $ 33.43 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Award Vesting and Weighted Average Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Share-based Compensation | ||||
Award vesting period | 3 years | |||
Award expiration period | 10 years | |||
Weighted average assumptions and weighted average fair value of options | ||||
Number of options granted (in shares) | 362,525 | 550,527 | 687,685 | |
Weighted average exercise price (in dollars per share) | $ 86.91 | $ 54.97 | $ 47.01 | |
Risk-free interest rate (as a percent) | 2.55% | 1.78% | 1.24% | |
Expected volatility (as a percent) | 21.80% | 21.72% | 21.53% | |
Expected term (years) | 4 years 10 months 24 days | 4 years 7 months 6 days | 4 years 6 months | |
Dividend yield (as a percent) | 0.63% | 0.73% | 0.86% | |
Weighted average fair value (in dollars per share) | $ 19.44 | $ 10.85 | $ 8.50 | |
Maximum | ||||
Share-based Compensation | ||||
Award expiration period | 10 years | |||
Retirement-eligible employees | Minimum | ||||
Share-based Compensation | ||||
Required service period for retirement eligible employees | 12 months | |||
Retirement-eligible employees | Maximum | ||||
Share-based Compensation | ||||
Required service period for retirement eligible employees | 18 months | |||
Executive officers | ||||
Share-based Compensation | ||||
Award vesting period | 3 years |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Options: | |||
Outstanding at beginning of year (in shares) | 2,695,000 | 2,996,000 | 2,887,000 |
Granted (in shares) | 362,525 | 550,527 | 687,685 |
Exercised (in shares) | (1,020,000) | (730,000) | (500,000) |
Forfeited/canceled (in shares) | (45,000) | (122,000) | (79,000) |
Outstanding at end of year (in shares) | 1,992,000 | 2,695,000 | 2,996,000 |
Options exercisable at year-end (in shares) | 1,234,000 | 1,758,000 | 1,877,000 |
Weighted Average Exercise Price | |||
Outstanding at beginning of year (in dollars per share) | $ 37.15 | $ 32.78 | $ 28.07 |
Granted (in dollars per share) | 86.91 | 54.97 | 47.01 |
Exercised (in dollars per share) | 30.55 | 30.05 | 23.43 |
Forfeited/canceled (in dollars per share) | 51.72 | 52.76 | 43.49 |
Outstanding at end of year (in dollars per share) | 49.27 | 37.15 | 32.78 |
Options exercisable at year-end (in dollars per share) | 38.08 | 31 | 28.45 |
Stock options | |||
Weighted average fair value of options granted during the year (in dollars per share) | $ 19.44 | $ 10.85 | $ 8.50 |
Outstanding, Average remaining contractual life | 8 years 4 months 24 days | ||
Outstanding, Aggregate intrinsic value | $ 12,437 | ||
Exercisable, Average remaining contractual life | 6 years | ||
Exercisable, Aggregate intrinsic value | $ 53,366 |
Share-Based Compensation - St_3
Share-Based Compensation - Stock Option Award Unrecognized Compensation Cost (Details) - Stock Options - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common stock issued from treasury for options exercised | |||
Options Exercised and Issued from Treasury | 1,020 | 730 | 500 |
Intrinsic Value | $ 57,868 | $ 23,629 | $ 12,984 |
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 3,600 | ||
Weighted average period of recognition of unrecognized compensation cost | 1 year 8 months 12 days |
Treasury Stock - Summary and Re
Treasury Stock - Summary and Related Carrying Value (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Treasury Stock. | |||
Number of Treasury Shares | 22,179 | 21,862 | 19,314 |
Treasury Shares Cost | $ 1,042,687 | $ 909,960 | $ 646,047 |
Treasury Stock - Stock Repurcha
Treasury Stock - Stock Repurchase Plans and Repurchases by Year (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 46 Months Ended | 47 Months Ended | 48 Months Ended | ||||
Dec. 31, 2018 | Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2018 | Nov. 30, 2018 | Dec. 31, 2018 | Jan. 31, 2015 | |
Stock Repurchase Plan | ||||||||||
Total Number of Shares Purchased | 1,268,000 | 740,000 | 2,008,000 | |||||||
Average Price Paid per Share | $ 86 | $ 85.77 | $ 85.92 | |||||||
Repurchased Shares Cost | $ 172,966 | $ 284,237 | $ 30,275 | |||||||
Shares withheld for payment of taxes | 7,681 | 12,518 | 20,875 | |||||||
Stock repurchase plans | ||||||||||
Stock Repurchase Plan | ||||||||||
Total Number of Shares Purchased | 2,000,000 | 3,850,000 | 500,000 | |||||||
Average Price Paid per Share | $ 85.95 | $ 73.41 | $ 48.57 | |||||||
Repurchased Shares Cost | $ 171,898 | $ 282,645 | $ 24,287 | |||||||
January 2015 stock repurchase plan | ||||||||||
Stock Repurchase Plan | ||||||||||
Shares authorized to be repurchased | 20,000,000 | |||||||||
Total Number of Shares Purchased | 9,500,000 | 10,240,000 | 11,500,000 | |||||||
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | 8,500,000 | 9,760,000 | 8,500,000 | 8,500,000 | 10,500,000 | 9,760,000 | 8,500,000 |
Treasury Stock - Share Withhold
Treasury Stock - Share Withholding for Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Treasury Stock. | |||
Shares acquired for withholding for taxes on employee awards | 7,681 | 12,518 | 20,875 |
Value of shares acquired for withholding for taxes on employee awards | $ 1.1 | $ 1.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (AOCL) (Details) - USD ($) $ in Thousands | Jul. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Loss (AOCL) | ||||
Beginning Balance | $ 2,240,993 | |||
Ending Balance | 2,585,906 | $ 2,240,993 | ||
Reclassifications of AOCI | $ 2,300 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Loss (AOCL) | ||||
Beginning Balance | (36,148) | (56,158) | $ (33,544) | |
Pretax Amount | (29,073) | 22,062 | (24,172) | |
Tax Effect | (2,669) | 2,052 | (1,558) | |
Net-of-tax Amount | (26,404) | 20,010 | (22,614) | |
Reclassification for adoption of ASU 2018-02 | 2,329 | |||
Ending Balance | (60,223) | (36,148) | (56,158) | |
Foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Loss (AOCL) | ||||
Beginning Balance | (43,464) | (65,482) | (35,013) | |
Pretax Amount | (21,495) | 24,794 | (36,341) | |
Tax Effect | (1,169) | 2,776 | (5,872) | |
Net-of-tax Amount | (20,326) | 22,018 | (30,469) | |
Reclassification for adoption of ASU 2018-02 | 604 | |||
Ending Balance | (63,186) | (43,464) | (65,482) | |
Gain on available-for-sale securities | ||||
Accumulated Other Comprehensive Loss (AOCL) | ||||
Beginning Balance | 8,446 | 9,862 | 2,503 | |
Pretax Amount | (6,896) | (2,050) | 11,394 | |
Tax Effect | (1,534) | (634) | 4,035 | |
Net-of-tax Amount | (5,362) | (1,416) | 7,359 | |
Reclassification for adoption of ASU 2018-02 | 1,968 | |||
Ending Balance | 5,052 | 8,446 | 9,862 | |
Change in postretirement healthcare plans | ||||
Accumulated Other Comprehensive Loss (AOCL) | ||||
Beginning Balance | (1,130) | (538) | (1,034) | |
Pretax Amount | (682) | (682) | 775 | |
Tax Effect | 34 | (90) | 279 | |
Net-of-tax Amount | (716) | (592) | 496 | |
Reclassification for adoption of ASU 2018-02 | (243) | |||
Ending Balance | $ (2,089) | $ (1,130) | $ (538) |
Segment Reporting and Major C_3
Segment Reporting and Major Customers - Operating Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting | |||
Adjusted operating income | $ 1,134,894 | $ 999,564 | $ 856,995 |
Share-based compensation | 48,758 | 42,409 | 43,728 |
Operating income | 822,738 | 734,044 | 573,382 |
Nonoperating expenses, net | (162,974) | (116,482) | (112,350) |
Income before income taxes and equity in income of equity investments | 659,764 | 617,562 | 461,032 |
Net revenue | 3,815,900 | 3,400,332 | 3,041,876 |
Add: reimbursable items, interchange and assessment expenses | 212,311 | 1,527,633 | 1,128,201 |
Total revenues | 4,028,211 | 4,927,965 | 4,170,077 |
Selling, general and administrative expenses | |||
Segment Reporting | |||
Share-based compensation | 48,800 | 42,400 | 43,700 |
Issuer Solutions | |||
Segment Reporting | |||
Total revenues | 1,868,305 | 1,751,468 | 1,680,763 |
Merchant Solutions | |||
Segment Reporting | |||
Total revenues | 1,353,619 | 2,431,262 | 1,828,469 |
Consumer Solutions | |||
Segment Reporting | |||
Total revenues | 806,287 | ||
Netspend | |||
Segment Reporting | |||
Total revenues | 745,235 | 660,845 | |
Operating Segments | |||
Segment Reporting | |||
Net revenue | $ 3,869,325 | $ 3,445,511 | $ 3,077,574 |
Operating margin on net revenue | 29.70% | 29.40% | 28.20% |
Operating Segments | Issuer Solutions | |||
Segment Reporting | |||
Adjusted operating income | $ 608,392 | $ 574,580 | $ 525,025 |
Net revenue | $ 1,718,177 | $ 1,594,959 | $ 1,515,462 |
Operating margin on net revenue | 35.40% | 36.00% | 34.60% |
Operating Segments | Merchant Solutions | |||
Segment Reporting | |||
Adjusted operating income | $ 484,197 | $ 391,466 | $ 307,595 |
Net revenue | $ 1,344,718 | $ 1,103,682 | $ 898,533 |
Operating margin on net revenue | 36.00% | 35.50% | 34.20% |
Operating Segments | Netspend | |||
Segment Reporting | |||
Adjusted operating income | $ 193,472 | $ 182,082 | $ 160,371 |
Net revenue | $ 806,430 | $ 746,870 | $ 663,579 |
Operating margin on net revenue | 24.00% | 24.40% | 24.20% |
Corporate Administration and Other | |||
Segment Reporting | |||
Adjusted operating income | $ (151,167) | $ (148,564) | $ (135,996) |
Intersegment | |||
Segment Reporting | |||
Net revenue | (53,425) | (45,179) | (35,698) |
Segment Reconciling Items | |||
Segment Reporting | |||
TransFirst and Cayan merger & acquisition (M&A) and integration expenses | 26,550 | 13,367 | 28,176 |
Litigation, claims, judgements or settlements | 1,947 | 21,719 | |
Acquisition intangible amortization | $ 236,848 | $ 207,797 | $ 189,990 |
Segment Reporting and Major C_4
Segment Reporting and Major Customers - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting | |||
Total depreciation and amortization | $ 408,573 | $ 405,906 | $ 373,546 |
Operating Segments | |||
Segment Reporting | |||
Depreciation and amortization | 167,539 | 193,229 | 179,995 |
Operating Segments | Issuer Solutions | |||
Segment Reporting | |||
Depreciation and amortization | 119,402 | 147,914 | 141,309 |
Operating Segments | Merchant Solutions | |||
Segment Reporting | |||
Depreciation and amortization | 30,713 | 29,477 | 25,553 |
Operating Segments | Netspend | |||
Segment Reporting | |||
Depreciation and amortization | 17,424 | 15,838 | 13,133 |
Segment Reconciling Items | |||
Segment Reporting | |||
Acquisition intangible amortization | 236,848 | 207,797 | 189,990 |
Corporate Administration and Other | |||
Segment Reporting | |||
Depreciation and amortization | $ 4,186 | $ 4,880 | $ 3,561 |
Segment Reporting and Major C_5
Segment Reporting and Major Customers - Total Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting | ||
Total assets | $ 7,468,709 | $ 6,331,689 |
Operating Segments | Issuer Solutions | ||
Segment Reporting | ||
Total assets | 6,843,451 | 5,735,195 |
Operating Segments | Merchant Solutions | ||
Segment Reporting | ||
Total assets | 4,248,183 | 3,136,395 |
Operating Segments | Netspend | ||
Segment Reporting | ||
Total assets | 1,374,667 | 1,418,644 |
Intersegment | ||
Segment Reporting | ||
Total assets | $ (4,997,592) | $ (3,958,545) |
Segment Reporting and Major C_6
Segment Reporting and Major Customers - Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, net, by geographic areas | ||
Property and equipment, net of accumulated depreciation and amortization | $ 383,074 | $ 325,218 |
United States | ||
Property and equipment, net, by geographic areas | ||
Property and equipment, net of accumulated depreciation and amortization | 321,119 | 273,690 |
Europe | ||
Property and equipment, net, by geographic areas | ||
Property and equipment, net of accumulated depreciation and amortization | 45,872 | 43,586 |
Other | ||
Property and equipment, net, by geographic areas | ||
Property and equipment, net of accumulated depreciation and amortization | $ 16,083 | $ 7,942 |
Segment Reporting and Major C_7
Segment Reporting and Major Customers - Geographic Revenues to External Revenues (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)customer | Dec. 31, 2017USD ($)customer | Dec. 31, 2016USD ($)customer | |
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 4,028,211 | $ 4,927,965 | $ 4,170,077 |
Percentage of Revenues | 100.00% | 100.00% | 100.00% |
Number of major customers | customer | 0 | 0 | 0 |
United States | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 3,236,419 | $ 4,224,854 | $ 3,520,001 |
Percentage of Revenues | 80.40% | 85.70% | 84.40% |
Europe | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 376,418 | $ 320,684 | $ 307,121 |
Percentage of Revenues | 9.30% | 6.50% | 7.40% |
Canada | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 326,085 | $ 315,170 | $ 284,733 |
Percentage of Revenues | 8.10% | 6.40% | 6.80% |
Other | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 89,289 | $ 67,257 | $ 58,222 |
Percentage of Revenues | 2.20% | 1.40% | 1.40% |
Issuer Solutions | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 1,868,305 | $ 1,751,468 | $ 1,680,763 |
Issuer Solutions | United States | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 1,079,461 | 1,051,292 | 1,032,381 |
Issuer Solutions | Europe | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 375,793 | 320,400 | 306,894 |
Issuer Solutions | Canada | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 324,937 | 313,674 | 284,028 |
Issuer Solutions | Other | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 88,114 | 66,102 | 57,460 |
Merchant Solutions | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 1,353,619 | 2,431,262 | 1,828,469 |
Merchant Solutions | United States | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 1,350,671 | 2,428,327 | 1,826,775 |
Merchant Solutions | Europe | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 625 | 284 | 227 |
Merchant Solutions | Canada | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 1,148 | 1,496 | 705 |
Merchant Solutions | Other | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 1,175 | 1,155 | 762 |
Consumer Solutions | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 806,287 | ||
Consumer Solutions | United States | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 806,287 | ||
Netspend | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | 745,235 | 660,845 | |
Netspend | United States | |||
Geographic revenues to external revenues by operating segment | |||
Total revenues | $ 745,235 | $ 660,845 |
Supplementary Cash Flow Infor_2
Supplementary Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplementary Cash Flow Information | |||
Equipment acquired under capital lease obligations | $ 8.4 | $ 40.8 | $ 1.8 |
Software acquired under license agreements | 14.8 | $ 8.5 | |
Software acquired through vendor financing arrangement | $ 52.2 |
Acquisitions - (Details)
Acquisitions - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pro Forma Results of Operations | |||
Total revenues (Notes 1, 2 and 21) | $ 4,028,211 | $ 4,927,965 | $ 4,170,077 |
Operating Income (Loss) | 822,738 | $ 734,044 | $ 573,382 |
Cayan | |||
Pro Forma Results of Operations | |||
Total revenues (Notes 1, 2 and 21) | 179,000 | ||
Operating Income (Loss) | $ (5,400) |
Acquisitions - IMobile3 (Detail
Acquisitions - IMobile3 (Details) - USD ($) | Jun. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisitions | ||||
Goodwill | $ 4,114,838,000 | $ 3,264,071,000 | $ 3,270,952,000 | |
Technology | Minimum | ||||
Acquisitions | ||||
Estimated useful life | 3 years | |||
Technology | Maximum | ||||
Acquisitions | ||||
Estimated useful life | 8 years | |||
iMobile3 | ||||
Acquisitions | ||||
Cash paid | $ 13,400,000 | |||
Goodwill | $ 5,300,000 | |||
iMobile3 | Minimum | ||||
Acquisitions | ||||
Estimated useful life | 3 years | |||
iMobile3 | Maximum | ||||
Acquisitions | ||||
Estimated useful life | 5 years | |||
iMobile3 | Technology | ||||
Acquisitions | ||||
Identifiable intangible assets | $ 6,900,000 | |||
iMobile3 | Covenants not-to-compete | ||||
Acquisitions | ||||
Identifiable intangible assets | $ 900,000 |
Acquisitions - Redeemable Nonco
Acquisitions - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | Feb. 03, 2017 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Redeemable Noncontrolling Interest | |||||
Purchase of noncontrolling interest | $ 70,000 | $ 126,000 | $ 70,000 | $ 5,878 | |
Decrease to noncontrolling interest from acquisition of additional interest in subsidiary | 9,800 | $ 126,000 | 9,843 | ||
Decrease from acquisition of noncontrolling interest | 60,157 | 5,878 | |||
Additional Paid-In Capital | |||||
Redeemable Noncontrolling Interest | |||||
Decrease from acquisition of noncontrolling interest | $ 60,200 | $ 60,157 | $ 443 | ||
Central Payments Co., LLC | |||||
Redeemable Noncontrolling Interest | |||||
Noncontrolling equity interest acquired (as a percent) | 10.00% | 15.00% | |||
Purchase of noncontrolling interest | $ 126,000 | ||||
Noncontrolling equity interest (as a percent) | 15.00% |
Acquisitions - TransFirst - Goo
Acquisitions - TransFirst - Goodwill Decrease (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Acquisitions | |||
Decrease to goodwill due to deferred tax adjustments | $ (1,795,000) | ||
Goodwill | $ 4,114,838,000 | 3,264,071,000 | $ 3,270,952,000 |
TransFirst | |||
Acquisitions | |||
Purchase price of acquisition | 2,350,000,000 | ||
Goodwill | 1,700,000,000 | ||
Identifiable intangible assets | 814,100,000 | ||
Merchant Solutions | |||
Acquisitions | |||
Decrease to goodwill due to deferred tax adjustments | 12,100,000 | ||
Goodwill adjustment | 727,000 | ||
Goodwill | 2,982,384,000 | 2,130,428,000 | $ 2,141,836,000 |
Merchant Solutions | TransFirst | |||
Acquisitions | |||
Decrease to goodwill due to deferred tax adjustments | $ 12,100,000 | ||
Goodwill adjustment | $ 727,000 |
Acquisitions - Cayan - Consider
Acquisitions - Cayan - Consideration and Recognized Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 11, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2017 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Goodwill | $ 4,114,838 | $ 3,270,952 | $ 3,264,071 | |
TransFirst | ||||
Consideration | ||||
Fair value of total consideration transferred | 2,350,000 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Identifiable intangible assets | 814,100 | |||
Goodwill | $ 1,700,000 | |||
Cayan | ||||
Consideration | ||||
Cash paid | $ 1,054,931 | |||
Fair value of total consideration transferred | 1,054,931 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Cash | 16,854 | |||
Accounts receivable | 16,421 | |||
Property, plant and equipment | 18,037 | |||
Deferred tax asset | 3,558 | |||
Other assets | 3,032 | |||
Total acquired identifiable intangible assets | 314,800 | |||
Identifiable intangible assets | 314,785 | |||
Deferred tax liabilities | (127,804) | |||
Other liabilities | (36,600) | |||
Total identifiable net assets | 208,283 | |||
Goodwill | 846,648 | |||
Total identifiable assets acquired and liabilities assumed | $ 1,054,931 | |||
Adjustments to purchase price and recognized assets and liabilities | ||||
Increase in purchase price due to working capital adjustments | 1,200 | |||
Decrease in identifiable tangible assets | 13,300 | |||
Decrease in identifiable intangible assets | 6,800 | |||
Adjustment related to deferred tax liabilities | 14,000 | |||
Increase in liabilities | 3,400 | |||
Goodwill adjustment | $ 38,700 |
Acquisitions - Cayan - Identifi
Acquisitions - Cayan - Identifiable Intangible Assets (Details) $ in Millions | Jan. 11, 2018USD ($) | Dec. 31, 2018USD ($) |
Minimum | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 1 year | |
Maximum | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 10 years | |
Merchant relationships | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 7 years 2 months 12 days | |
Channel relationships | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 8 years 9 months 18 days | |
Technology | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 5 years 9 months 18 days | |
Trade name | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 3 years 9 months 18 days | |
Covenants not-to-compete | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 4 years | |
Favorable lease | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 5 years 7 months 6 days | |
Cayan | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 314.8 | |
Weighted Average Amortization Period | 7 years 9 months 18 days | |
Cayan | Selling, general and administrative expenses | ||
Key fair value assumptions | ||
Acquisition-related costs | $ 16.3 | |
Cayan | Amortizable intangible assets | Level 2 and Level 3 measurements | ||
Key fair value assumptions | ||
Attrition rate (as a percent) | 12.00% | |
Effective tax rate (as a percent) | 27.00% | |
Long-term sustainable growth rate (as a percent) | 3.00% | |
Cayan | Amortizable intangible assets | Level 2 and Level 3 measurements | Discount rate | ||
Key fair value assumptions | ||
Identifiable intangible assets, input | 12 | |
Cayan | Amortizable intangible assets | Level 2 and Level 3 measurements | Minimum | ||
Key fair value assumptions | ||
Pre-tax royalty rate (as a percent) | 1.50% | |
Cayan | Amortizable intangible assets | Level 2 and Level 3 measurements | Maximum | ||
Key fair value assumptions | ||
Pre-tax royalty rate (as a percent) | 8.00% | |
Cayan | Merchant relationships | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 171.6 | |
Weighted Average Amortization Period | 8 years | |
Cayan | Channel relationships | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 80.4 | |
Weighted Average Amortization Period | 10 years | |
Cayan | Technology | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 40.8 | |
Weighted Average Amortization Period | 5 years | |
Cayan | Trade name | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 17.1 | |
Weighted Average Amortization Period | 3 years 6 months | |
Cayan | Covenants not-to-compete | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 3.2 | |
Weighted Average Amortization Period | 2 years | |
Cayan | Favorable lease | ||
Identifiable intangible assets acquired | ||
Total acquired identifiable intangible assets | $ 1.7 | |
Weighted Average Amortization Period | 6 years 6 months | |
TransFirst | Minimum | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 1 year | |
TransFirst | Maximum | ||
Identifiable intangible assets acquired | ||
Weighted Average Amortization Period | 10 years |
Acquisitions - Cayan (Details)
Acquisitions - Cayan (Details) - USD ($) $ in Thousands | Jan. 11, 2018 | Jan. 10, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisitions | |||||
Goodwill | $ 4,114,838 | $ 3,264,071 | $ 3,270,952 | ||
Cayan | |||||
Acquisitions | |||||
Interest acquired (as a percent) | 100.00% | ||||
Cash transaction value | $ 1,054,931 | ||||
Goodwill | 846,648 | ||||
Goodwill recognized is expected to be deductible for income tax purposes | 400,000 | ||||
Term Loan Facility dated as of January 10, 2018 | |||||
Acquisitions | |||||
Financing agreement amount | $ 450,000 | ||||
Debt Instrument, Term | 2 years | ||||
Term Loan Facility dated as of January 10, 2018 | Cayan | |||||
Acquisitions | |||||
Financing agreement amount | $ 450,000 | ||||
Debt Instrument, Term | 2 years |
Acquisitions - EMEA (Details)
Acquisitions - EMEA (Details) - TSYS Managed Services EMEA Limited (EMEA) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Acquisitions | |
Total revenues | $ 5,077,632 |
Net income attributable to TSYS common shareholders | $ 549,771 |
Acquisitions - TransFirst - Acq
Acquisitions - TransFirst - Acquisition Costs and Actual Operating Results since Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Acquisitions | |||
Share-based compensation | $ 48,758 | $ 42,409 | $ 43,728 |
Selling, general and administrative expenses | |||
Acquisitions | |||
Share-based compensation | $ 48,800 | $ 42,400 | $ 43,700 |
Collaborative Arrangement (Deta
Collaborative Arrangement (Details) - entity | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
Collaborative Arrangement | |||
Ownership interest in collaborative arrangement enterprise (as a percent) | 5.00% | 45.00% | 50.00% |
Number of other owners | 2 |
Earnings Per Share - Common Sto
Earnings Per Share - Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic EPS: | |||
Net income | $ 576,656 | $ 586,185 | $ 319,638 |
Less income allocated to nonvested awards | (350) | (1,373) | (1,557) |
Net income allocated to common stock for EPS calculation | $ 576,306 | $ 584,812 | $ 318,081 |
Nonvested awards (in shares) | 181,956 | 183,309 | 182,744 |
Basic EPS | $ 3.17 | $ 3.19 | $ 1.74 |
Diluted EPS: | |||
Net income | $ 576,656 | $ 586,185 | $ 319,638 |
Less income allocated to nonvested awards | (350) | (1,373) | (1,557) |
Add income allocated to nonvested awards | 350 | 1,373 | 1,557 |
Net income allocated to common stock for EPS calculation | $ 576,656 | $ 586,185 | $ 319,638 |
Average common shares outstanding | 181,956 | 183,309 | 182,744 |
Increase due to assumed issuance of shares related to common equivalent shares outstanding | 976 | 1,162 | 813 |
Average nonvested awards | 987 | 959 | 891 |
Average common and common equivalent shares outstanding | 183,919 | 185,430 | 184,448 |
Diluted EPS attributable to TSYS common shareholders (Note 25) (in dollars per share) | $ 3.14 | $ 3.16 | $ 1.73 |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share | |||
Anti-dilutive stock options and nonvested awards excluded from diluted EPS calculation | 0.3 | 0.3 | 0.4 |
Schedule II Schedule - Valuat_2
Schedule II Schedule - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Doubtful accounts | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | $ 5,331 | $ 3,482 | $ 1,757 |
Additions - Changes in allowances, charges to expenses and changes to other accounts | 9,658 | 10,796 | 6,970 |
Deductions | (10,147) | (8,947) | (5,245) |
Balance at end of period | 4,842 | 5,331 | 3,482 |
Billing adjustments | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 547 | 1,360 | 926 |
Additions - Changes in allowances, charges to expenses and changes to other accounts | 655 | (627) | 614 |
Deductions | (61) | (186) | (180) |
Balance at end of period | 1,141 | 547 | 1,360 |
Merchant losses | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 4,326 | 2,039 | 1,366 |
Additions - Changes in allowances, charges to expenses and changes to other accounts | 2,649 | 5,002 | 1,682 |
Deductions | (2,678) | (2,715) | (1,009) |
Balance at end of period | 4,297 | 4,326 | 2,039 |
Transaction processing | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 2,208 | 2,851 | 6,457 |
Additions - Changes in allowances, charges to expenses and changes to other accounts | 4,514 | 6,714 | 3,669 |
Deductions | (3,115) | (7,357) | (7,275) |
Balance at end of period | 3,607 | 2,208 | 2,851 |
Fraud losses | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 9,519 | 10,527 | 9,391 |
Additions - Changes in allowances, charges to expenses and changes to other accounts | 65,108 | 51,194 | 49,362 |
Deductions | (61,574) | (52,202) | (48,226) |
Balance at end of period | 13,053 | 9,519 | 10,527 |
Deferred tax valuation allowance | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 29,531 | 21,301 | 18,446 |
Additions - Changes in allowances, charges to expenses and changes to other accounts | 996 | 8,648 | 4,124 |
Deductions | (2,710) | (418) | (1,269) |
Balance at end of period | $ 27,817 | $ 29,531 | $ 21,301 |