| Long-Term Debt and Credit Facilities | LONG-TERM DEBT AND CREDIT FACILITIES As of August 31, 2015 and May 31, 2015 , long-term debt consisted of the following (in thousands): August 31, 2015 May 31, 2015 Term loan: $1,750,000 face amount (less unamortized debt issuance costs of $4,972) at August 31, 2015 and $1,234,375 face amount (less unamortized debt issuance costs of $2,433) at May 31, 2015 $ 1,745,028 $ 1,231,942 Revolving credit facility 187,000 508,125 Total long-term debt 1,932,028 1,740,067 Less current portion of long-term debt ($62,500 face amount less unamortized debt issuance costs of $716 at May 31, 2015) — 61,784 Long-term debt, excluding current portion $ 1,932,028 $ 1,678,283 Maturity requirements on long-term debt by fiscal year are as follows (in thousands): 2016 $ — 2017 — 2018 131,250 2019 175,000 2020 and thereafter 1,630,750 Total $ 1,937,000 On July 31, 2015 , we entered into a second amended and restated term loan agreement (the “Term Loan Agreement”) and a second amended and restated credit agreement (the “Revolving Credit Facility Agreement” and, together with the Term Loan Agreement, the “Agreements”), each with a syndicate of financial institutions. The Term Loan Agreement and the Revolving Credit Facility Agreement amended and restated the our prior term loan agreement and revolving credit facility agreement, each dated February 28, 2014 . The Term Loan Agreement provides for a five -year senior unsecured $1.75 billion term loan facility (the “Term Loan”), and the Revolving Credit Facility Agreement provides for a senior unsecured $1.25 billion revolving credit facility (the “Revolving Credit Facility”). The available borrowings under the Revolving Credit Facility may be increased, at our option, by up to an additional $500 million , subject to our receipt of increased or new commitments from lenders and the satisfaction of certain conditions. Pursuant to the Term Loan Agreement, the Term Loan must be repaid in equal quarterly installments of $43.8 million commencing in November 2017 and ending in May 2020, with the remaining principal balance due upon maturity in July 2020; provided, however, that the Term Loan may be prepaid without penalty. Each of the Agreements provides for an interest rate, at our election, of either London Interbank Offered Rate ("LIBOR") or a base rate, in each case plus a leverage-based margin. As of August 31, 2015 , the interest rate on the Term Loan was 1.70% . As of August 31, 2015 , the outstanding balance on the Revolving Credit Facility was $187 million , and the interest rate was 1.65% . The Revolving Credit Facility allows us to issue standby letters of credit of up to $100 million in the aggregate. Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us. Borrowings available to us under the Revolving Credit Facility are further limited by the covenants described below under "Compliance with Covenants." At August 31, 2015 , we had standby letters of credit of $9.5 million . The total available incremental borrowings under our Revolving Credit Facility at August 31, 2015 was $417.3 million . We are required to pay a quarterly commitment fee on the unused portion of the Revolving Credit Facility. The Revolving Credit Facility Agreement expires in July 2020 . Upon the closing of the Term Loan and the Revolving Credit Facility, which occurred on July 31, 2015 , we used the proceeds of approximately $2.0 billion to repay the outstanding balances on our previously existing term loan and revolving credit facility together with accrued interest and fees on each. We intend to use the remaining proceeds to support strategic capital allocation initiatives, including acquisitions and ongoing share repurchases. We incurred fees and expenses associated with these new arrangements of approximately $4.9 million . The portion of the debt issuance costs related to the Revolving Credit Facility are included in prepaid expenses and other current assets and other noncurrent assets in our consolidated balance sheets at August 31, 2015 . The portion of the debt issuance costs related to the Term Loan are reported as a reduction to the carrying amount of the debt. Debt issuance costs are amortized as an adjustment to interest expense over the terms of the Agreements. The Agreements contain customary affirmative and restrictive covenants, including, among others, financial covenants based on our leverage and fixed charge coverage ratios. See "Compliance with Covenants" below. Each of the Agreements includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. Short-term Lines of Credit We have short-term lines of credit with banks in the United States and Canada as well as several countries in Europe and in the Asia-Pacific region in which we do business. The short-term lines of credit, which are restricted for use in funding settlement, generally have variable short-term interest rates and are subject to annual review. The credit facilities are generally denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our lines of credit, the line of credit balance is reduced by the amount of cash we have on deposit in specific accounts with the lender when determining the available credit. Accordingly, the amount of the outstanding line of credit may exceed the stated credit limit, while the net position is less than the credit limit. As of August 31, 2015 and May 31, 2015 , a total of $108.9 million and $193.2 million , respectively, of cash on deposit was used to determine the available credit. As of August 31, 2015 and May 31, 2015 , respectively, we had $356.7 million and $592.6 million outstanding under these short-term lines of credit with additional capacity as of August 31, 2015 of $859.5 million to fund settlement. The weighted-average interest rate on these borrowings was 1.83% and 1.50% at August 31, 2015 and May 31, 2015 , respectively. We are required to pay a commitment fee on unused portions of short-term lines of credit. Compliance with Covenants There are certain financial and non-financial covenants contained in our various credit facilities and Term Loan. The Agreements include financial covenants requiring (i) a leverage ratio no greater than 3.50 to 1.00 , or up to 3.75 to 1.00 if we were to complete an acquisition, subject to certain conditions, and (ii) a fixed charge coverage ratio no less than 2.50 to 1.00 . We complied with all applicable covenants as of and for the three months ended August 31, 2015 . Interest Rate Swap Agreements We have interest rate swap agreements with major financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. A $500 million notional interest rate swap agreement, which became effective on October 31, 2014 , effectively converted $500 million of our variable-rate debt to a fixed rate of 1.52% plus a leverage-based margin and will mature on February 28, 2019 . A $250 million notional interest rate swap, which became effective on August 28, 2015 , effectively converted $250 million of our variable-rate debt to a fixed rate of 1.34% plus a leverage-based margin and will mature on July 31, 2020 . Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income, except for any ineffective portion of the change in fair value, which would be immediately recorded in interest expense. During the three months ended August 31, 2015 , there was no ineffectiveness. The fair values of the interest rate swaps were determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments were classified within Level 2 of the valuation hierarchy. The table below presents the fair values of our derivative financial instruments designated as cash flow hedges included within the consolidated balance sheets (in thousands): Consolidated Balance Sheet Location August 31, 2015 May 31, 2015 Interest rate swap ($250 million notional) Other assets $ 1,541 $ — Interest rate swap ($500 million notional) Accounts payable and accrued liabilities $ 5,996 $ 6,157 The table below presents the effects of our interest rate swaps on the consolidated statements of income and other comprehensive income for the three months ended August 31, 2015 (in thousands): Three Months Ended August 31, 2015 August 31, 2014 Derivatives in cash flow hedging relationships: Amount of loss recognized in other comprehensive income $ 32 $ — Amount of loss recognized in interest expense $ 1,734 $ — At August 31, 2015 , the amount in accumulated other comprehensive income related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was approximately $7.8 million . Interest Expense Interest expense was $13.4 million and $8.5 million for the three months ended August 31, 2015 and 2014, respectively. Interest expense is comprised primarily of interest on our long-term debt and short-term lines of credit. Interest expense also includes settlements on our interest rate swaps, amortization of deferred debt issuance costs and commitment fees on the unused portions of our Revolving Credit Facility and short-term lines of credit. |
