Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2015 | Jan. 07, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | GLOBAL PAYMENTS INC | |
Entity Central Index Key | 1,123,360 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (shares) | 129,348,466 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 722,350 | $ 697,291 | $ 1,471,146 | $ 1,402,186 |
Operating expenses: | ||||
Cost of service | 270,565 | 257,796 | 543,231 | 517,635 |
Selling, general and administrative | 328,620 | 315,511 | 666,978 | 636,169 |
Total costs and expenses | 599,185 | 573,307 | 1,210,209 | 1,153,804 |
Operating income | 123,165 | 123,984 | 260,937 | 248,382 |
Other income (expense): | ||||
Interest and other income | 1,292 | 1,282 | 2,434 | 2,474 |
Interest and other expense | (14,126) | (10,350) | (27,369) | (21,360) |
Total nonoperating income (expense) | (12,834) | (9,068) | (24,935) | (18,886) |
Income before income taxes | 110,331 | 114,916 | 236,002 | 229,496 |
Provision for income taxes | (27,253) | (29,660) | (59,876) | (59,806) |
Net income | 83,078 | 85,256 | 176,126 | 169,690 |
Less: Net income attributable to noncontrolling interests, net of income tax | (4,307) | (10,475) | (10,708) | (19,543) |
Net income attributable to Global Payments | $ 78,771 | $ 74,781 | $ 165,418 | $ 150,147 |
Earnings per share attributable to Global Payments: | ||||
Basic earnings per share (in USD per share) | $ 0.61 | $ 0.55 | $ 1.27 | $ 1.11 |
Diluted earnings per share (in USD per share) | $ 0.60 | $ 0.55 | $ 1.27 | $ 1.10 |
UNAUDITED CONSOLIDATED STATEME3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 83,078 | $ 85,256 | $ 176,126 | $ 169,690 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (35,582) | (92,634) | (72,599) | (117,855) |
Income tax (provision) benefit related to foreign currency translation adjustments | (2,256) | 4,774 | 8,844 | 7,291 |
Unrealized losses on hedging activities | (3,968) | (4,419) | (4,000) | (4,419) |
Reclassification of losses on hedging activities to interest expense | 2,467 | 531 | 4,201 | 531 |
Income tax benefit related to hedging activities | 562 | 1,443 | (60) | 1,443 |
Other comprehensive loss, net of tax | (38,777) | (90,305) | (63,614) | (113,009) |
Comprehensive income (loss) | 44,301 | (5,049) | 112,512 | 56,681 |
Comprehensive loss (income) attributable to noncontrolling interests | 1,965 | (3,546) | (6,336) | (7,484) |
Comprehensive income (loss) attributable to Global Payments | $ 46,266 | $ (8,595) | $ 106,176 | $ 49,197 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 30, 2015 | May. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 988,457 | $ 650,739 |
Accounts receivable, net of allowances for doubtful accounts of $437 and $468, respectively | 202,931 | 202,390 |
Claims receivable, net of allowances for doubtful accounts of $9,091 and $2,684, respectively | 7,812 | 548 |
Settlement processing assets | 1,403,914 | 2,394,822 |
Prepaid expenses and other current assets | 52,707 | 41,416 |
Total current assets | 2,655,821 | 3,289,915 |
Goodwill | 1,577,455 | 1,491,833 |
Other intangible assets, net | 665,667 | 560,136 |
Property and equipment, net | 367,541 | 374,143 |
Deferred income taxes | 26,252 | 30,428 |
Other | 35,365 | 32,846 |
Total assets | 5,328,101 | 5,779,301 |
Current liabilities: | ||
Lines of credit | 685,178 | 592,629 |
Current portion of long-term debt | 0 | 61,784 |
Accounts payable and accrued liabilities | 309,117 | 312,647 |
Settlement processing obligations | 1,256,458 | 2,033,900 |
Income taxes payable | 16,892 | 14,228 |
Total current liabilities | 2,267,645 | 3,015,188 |
Long-term debt | 1,915,803 | 1,678,283 |
Deferred income taxes | 202,630 | 202,855 |
Other noncurrent liabilities | 15,924 | 19,422 |
Total liabilities | $ 4,402,002 | $ 4,915,748 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, no par value; 5,000,000 shares authorized and none issued | $ 0 | $ 0 |
Common stock, no par value; 200,000,000 shares authorized; 129,362,187 issued and outstanding at November 30, 2015 and 130,557,676 issued and outstanding at May 31, 2015 | 0 | 0 |
Paid-in capital | 132,401 | 148,742 |
Retained earnings | 917,989 | 795,226 |
Accumulated other comprehensive loss | (245,234) | (185,992) |
Total Global Payments shareholders’ equity | 805,156 | 757,976 |
Noncontrolling interests | 120,943 | 105,577 |
Total equity | 926,099 | 863,553 |
Total liabilities and equity | $ 5,328,101 | $ 5,779,301 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2015 | May. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances for doubtful accounts | $ 437 | $ 468 |
Allowance for doubtful other receivables, current | $ 9,091 | $ 2,684 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 129,362,187 | 130,557,676 |
Common stock, shares outstanding (shares) | 129,362,187 | 130,557,676 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 176,126 | $ 169,690 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 35,697 | 33,055 |
Amortization of acquired intangibles | 41,809 | 36,117 |
Share-based compensation expense | 13,472 | 9,145 |
Provision for operating losses and bad debts | 11,257 | 7,432 |
Deferred income taxes | 2,900 | (982) |
Other, net | 2,198 | (387) |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable | (4,271) | 17,521 |
Claims receivable | (18,723) | (4,881) |
Settlement processing assets and obligations, net | 208,446 | (13,778) |
Prepaid expenses and other assets | (14,097) | 3,903 |
Accounts payable and other liabilities | (3,329) | (31,503) |
Income taxes payable | 2,585 | 1,604 |
Net cash provided by operating activities | 454,070 | 226,936 |
Cash flows from investing activities: | ||
Business, intangible and other asset acquisitions, net of cash acquired | (241,934) | (223,651) |
Capital expenditures | (36,246) | (33,290) |
Principal collections on financing receivables | 0 | 219 |
Net proceeds from sales of investments and business | 0 | 10,528 |
Net cash used in investing activities | (278,180) | (246,194) |
Cash flows from financing activities: | ||
Net borrowings on lines of credit | 101,464 | 90,593 |
Proceeds from issuance of long-term debt | 3,030,175 | 1,080,000 |
Principal payments of long-term debt | (2,852,175) | (872,679) |
Payment of debt issuance costs | (4,934) | 0 |
Repurchase of common stock | (71,748) | (179,724) |
Proceeds from stock issued under share-based compensation plans | 6,317 | 17,099 |
Common stock repurchased - share-based compensation plans | (11,579) | (15,705) |
Tax benefit from share-based compensation plans | 6,521 | 3,599 |
Purchase of subsidiary shares from noncontrolling interest | (7,550) | 0 |
Distributions to noncontrolling interests | (8,158) | (15,485) |
Dividends paid | (2,602) | (2,693) |
Net cash provided by financing activities | 185,731 | 105,005 |
Effect of exchange rate changes on cash | (23,903) | (23,150) |
Increase in cash and cash equivalents | 337,718 | 62,597 |
Cash and cash equivalents, beginning of the period | 650,739 | 581,872 |
Cash and cash equivalents, end of the period | $ 988,457 | $ 644,469 |
UNAUDITED CONSOLIDATED STATEME7
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Number of Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Global Payments Shareholders’ Equity | Noncontrolling Interests |
Balance, beginning balance (in shares) at May. 31, 2014 | 137,692,000 | ||||||
Balance, beginning balance at May. 31, 2014 | $ 1,132,799 | $ 183,023 | $ 815,980 | $ (1,776) | $ 997,227 | $ 135,572 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 169,690 | 150,147 | 150,147 | 19,543 | |||
Other comprehensive loss, net of tax | (113,009) | (100,950) | (100,950) | (12,059) | |||
Stock issued under share-based compensation plans (in shares) | 1,882,000 | ||||||
Stock issued under share-based compensation plans | 17,099 | 17,099 | 17,099 | ||||
Common stock repurchased - share based compensation plans (in shares) | (632,000) | ||||||
Common stock repurchased - share-based compensation plans | (6,976) | (6,976) | (6,976) | ||||
Tax benefit from share-based compensation, net | 3,599 | 3,599 | 3,599 | ||||
Share-based compensation expense | 9,145 | 9,145 | 9,145 | ||||
Distributions to noncontrolling interests | $ (15,485) | (15,485) | |||||
Repurchase of common stock (in shares) | (4,879,012) | (4,880,000) | |||||
Repurchase of common stock | $ (171,933) | (61,471) | (110,462) | (171,933) | |||
Dividends paid ($0.02 per share) | (2,693) | (2,693) | (2,693) | ||||
Balance, ending balance (in shares) at Nov. 30, 2014 | 134,062,000 | ||||||
Balance, ending balance at Nov. 30, 2014 | $ 1,022,236 | 144,419 | 852,972 | (102,726) | 894,665 | 127,571 | |
Balance, beginning balance at Aug. 31, 2014 | (19,351) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repurchase of common stock (in shares) | (1,313,848) | ||||||
Balance, ending balance (in shares) at Nov. 30, 2014 | 134,062,000 | ||||||
Balance, ending balance at Nov. 30, 2014 | $ 1,022,236 | 144,419 | 852,972 | (102,726) | 894,665 | 127,571 | |
Balance, beginning balance (in shares) at May. 31, 2015 | 130,558,000 | ||||||
Balance, beginning balance at May. 31, 2015 | 863,553 | 148,742 | 795,226 | (185,992) | 757,976 | 105,577 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 176,126 | 165,418 | 165,418 | 10,708 | |||
Other comprehensive loss, net of tax | (63,614) | (59,242) | (59,242) | (4,372) | |||
Stock issued under share-based compensation plans (in shares) | 1,079,000 | ||||||
Stock issued under share-based compensation plans | 6,317 | 6,317 | 6,317 | ||||
Common stock repurchased - share based compensation plans (in shares) | (630,000) | ||||||
Common stock repurchased - share-based compensation plans | (11,997) | (11,997) | (11,997) | ||||
Tax benefit from share-based compensation, net | 6,521 | 6,521 | 6,521 | ||||
Share-based compensation expense | 13,472 | 13,472 | 13,472 | ||||
Purchase of subsidiary shares from noncontrolling interest | (7,550) | (11) | (11) | (7,539) | |||
Distributions to noncontrolling interests | (8,158) | 0 | (8,158) | ||||
Contribution of subsidiary shares to noncontrolling interest as consideration in business combination | 29,400 | 4,673 | 4,673 | 24,727 | |||
Repurchase of common stock (in shares) | (1,645,000) | ||||||
Repurchase of common stock | (75,369) | (35,316) | (40,053) | (75,369) | |||
Dividends paid ($0.02 per share) | (2,602) | (2,602) | (2,602) | ||||
Balance, ending balance (in shares) at Nov. 30, 2015 | 129,362,000 | ||||||
Balance, ending balance at Nov. 30, 2015 | 926,099 | 132,401 | 917,989 | (245,234) | 805,156 | 120,943 | |
Balance, beginning balance at Aug. 31, 2015 | (212,727) | ||||||
Balance, ending balance (in shares) at Nov. 30, 2015 | 129,362,000 | ||||||
Balance, ending balance at Nov. 30, 2015 | $ 926,099 | $ 132,401 | $ 917,989 | $ (245,234) | $ 805,156 | $ 120,943 |
UNAUDITED CONSOLIDATED STATEME8
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parentheticals) - $ / shares | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends per share (in USD per share) | $ 0.02 | $ 0.02 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business, consolidation and presentation — We are a leading worldwide provider of payment technology services delivering innovative solutions to our customers. Our technologies, partnerships and employee expertise enable us to provide a broad range of services that allow our customers to accept various payment types. We distribute our payment services and digital commerce services across a variety of channels to merchants and partners in 29 countries throughout North America, Europe, the Asia-Pacific region and Brazil. We operate in three reportable segments: North America, Europe and Asia-Pacific. We were incorporated in Georgia as Global Payments Inc. in 2000 and spun-off from our former parent company in 2001 . Including our time as part of our former parent company, we have been in the payments business since 1967 . Global Payments Inc. and its consolidated subsidiaries are referred to collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise. These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The consolidated balance sheet as of May 31, 2015 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended May 31, 2015 but does not include all disclosures required by GAAP. In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended May 31, 2015 . Use of estimates — The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Stock split — Our board of directors declared a two -for-one stock split effected in the form of a stock dividend of one additional share of common stock for each outstanding share of common stock (the "Stock Split"). The stock dividend was paid on November 2, 2015 to all shareholders of record as of October 21, 2015 . Common share and per share data in the consolidated financial statements and in the notes to our consolidated financial statements for prior periods have been adjusted to reflect the Stock Split, except for authorized common shares which were not affected. New accounting pronouncements — From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standards setting bodies that may affect our current and/or future financial statements when adopted. Recently Adopted Accounting Pronouncements In November 2015, the FASB issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ." To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. We adopted this ASU during the three months ended November 30, 2015 and, as a result, have presented prior-period amounts for deferred income taxes in a manner that conforms to the current-period presentation. In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ." The update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to prior reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes to the financial statements. We adopted this ASU during the three months ended August 31, 2015. Accordingly, we applied the amendments in this update to the measurement period adjustments made during the six months ended November 30, 2015 with no material effect on prior-period or current-period earnings. See "Note 3 —Business Intangible Asset Acquisition and Joint Ventures" for more information regarding adjustments to provisional amounts that occurred during the six months ended November 30, 2015 . In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ." The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. In August 2015, the FASB issued ASU 2015-15, "Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting ," to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted both ASUs as of June 1, 2015, electing to continue to present debt issuance costs related to our revolving credit facilities as an asset, and as a result, have presented prior-period amounts for debt issuance costs related to our term loans in a manner that conforms to the current-period presentation. The adoption of this standard did not affect our results of operations or cash flows in either the current or prior interim or annual periods. See "Note 6 —Long-Term Debt and Credit Facilities" for more information about the presentation of debt issuance costs. Recently Issued Pronouncements Not Yet Adopted In April 2015, the FASB issued ASU 2015-05, "Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ." The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of ASU 2015-05 on our consolidated financial statements and internal controls over financial reporting and have not yet adopted the new standard. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP and permits the use of either the retrospective or cumulative effect transition method. The standard requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted for annual reporting periods beginning after December 15, 2016. We are evaluating the impact of ASU 2014-09 on our consolidated financial statements and internal controls over financial reporting. |
Settlement Processing Assets an
Settlement Processing Assets and Obligations | 6 Months Ended |
Nov. 30, 2015 | |
Offsetting [Abstract] | |
Settlement Processing Assets and Obligations | SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS As of November 30, 2015 and May 31, 2015 , settlement processing assets and obligations consisted of the following (in thousands): November 30, 2015 May 31, 2015 Settlement processing assets: Interchange reimbursement $ 148 $ 186,660 Receivable from member sponsors 254,635 294,837 Receivable from networks 1,147,397 1,919,148 Exception items 2,019 4,920 Merchant reserves (285 ) (10,743 ) $ 1,403,914 $ 2,394,822 Settlement processing obligations: Interchange reimbursement $ 238,314 $ 68,444 Liability to member sponsors (209,034 ) (628 ) Liability to merchants (1,135,070 ) (1,931,390 ) Exception items 10,334 5,331 Merchant reserves (159,370 ) (169,442 ) Reserve for operating losses (1,316 ) (1,286 ) Reserve for sales allowances (316 ) (4,929 ) $ (1,256,458 ) $ (2,033,900 ) |
Business and Intangible Asset A
Business and Intangible Asset Acquisitions and Joint Ventures | 6 Months Ended |
Nov. 30, 2015 | |
Business Combinations [Abstract] | |
Business and Intangible Asset Acquisitions and Joint Ventures | BUSINESS AND INTANGIBLE ASSET ACQUISITIONS AND JOINT VENTURES Fiscal 2016 FIS Gaming Business On September 30, 2014 , we entered into an asset purchase agreement with Certegy Check Services, Inc., a wholly owned subsidiary of Fidelity National Information Services, Inc. ("FIS"), to acquire substantially all of the assets of its gaming business related to licensed gaming operators (the "FIS Gaming Business"), which consisted primarily of customer contracts. On June 1, 2015 , we completed the acquisition, which included approximately 260 gaming client locations, for $237.5 million funded from borrowings on our revolving credit facility and cash on hand. We acquired the FIS Gaming Business to expand our direct distribution and service offerings in the gaming industry. This transaction was accounted for as a business combination. We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Due to the timing of this transaction, we have not finalized the valuation of the intangible assets acquired; however, certain adjustments to estimated fair value were recorded during the three months ended November 30, 2015 based on new information obtained that existed as of the acquisition date. The adjustments associated with the revised valuation are detailed in the table below. FASB Accounting Standards Codification ("ASC") 805, "Business Combinations," as amended by ASU 2015-16, requires than an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Measurement-period adjustments, which are reflected in the table below, had no material effect on earnings or other comprehensive income for the current or prior periods. Acquisition costs associated with this business combination were not material. The revenue and earnings associated with the acquired business for the year ending May 31, 2016 are not expected to be material nor were the historical revenue and earnings of the acquired business material for the purpose of presenting pro forma information for the current or prior-year periods. The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as originally determined and as revised for measurement period adjustments, including a reconciliation to the total purchase consideration, are as follows (in thousands): As Previously Determined Measurement Period Adjustments Revised Customer-related intangible assets $ 135,200 $ 8,200 $ 143,400 Liabilities (150 ) — (150 ) Total identifiable net assets 135,050 8,200 143,250 Goodwill 102,450 (8,200 ) 94,250 Total purchase consideration $ 237,500 $ — $ 237,500 Goodwill arising from the acquisition was included in the North America segment and was attributable to expected growth opportunities, including cross-selling opportunities at existing and acquired gaming client locations, operating synergies in the gaming business and assembled workforce. Goodwill associated with this acquisition is deductible for income tax purposes. The customer-related intangible assets have an estimated amortization period of 15 years. We also entered into a gaming bureau license agreement and an outsourcing agreement with FIS on September 30, 2014 . Under the license agreement, we acquired a perpetual software license for a gaming bureau application that we believe enhances our casino clients’ credit decision process. The software license was recorded in property and equipment in our consolidated balance sheet when acquired. Under the outsourcing agreement, which has a term of 10 years, we engaged FIS to provide a variety of services for our gaming clients, including: check and ACH verification services, collection services, claims management services, billing services and other gaming bureau services. The outsourcing agreement became effective on June 1, 2015 . Venture with Bank of the Philippine Islands We provide merchant acquiring services in the Philippines through our subsidiary, Global Payments Asia-Pacific Philippines Incorporated ("GP Philippines"). On August 3, 2015 , we made a cash payment of $3.6 million and contributed a 49% ownership interest in GP Philippines to Bank of the Philippines ("BPI") in return for BPI's contribution of its merchant acquiring business to GP Philippines, in which we have retained a controlling 51% interest. The acquisition of BPI's merchant acquiring business was accounted for as a business combination. We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The estimated total purchase consideration paid for BPI's merchant acquiring business was $33.0 million , consisting of $3.6 million in cash and an estimated acquisition-date fair value of $29.4 million in shares of GP Philippines. Due to the timing of this transaction, we have not finalized the valuation of shares issued to BPI for the noncontrolling interest or the intangible assets acquired and, therefore, we have recorded provisional estimated amounts. Central and Eastern European Venture On July 27, 2015 , we announced an agreement with CaixaBank, S.A. ("CaixaBank") and Erste Group Bank AG (“Erste Group”) to form a venture to provide merchant acquiring and payment services in three Central and Eastern European markets: the Czech Republic, the Slovak Republic and Romania. As part of the agreement, Global Payments and CaixaBank will form an entity, in which we will have a 51% controlling interest. This newly formed entity will pay € 30 million ( $32 million equivalent as of November 30, 2015 ) in cash to acquire a 51% controlling ownership in the venture with Erste Group, which will contribute its existing merchant acquiring businesses in each of the three countries to the venture and hold a 49% interest. The transaction is expected to close in the second half of fiscal 2016, subject to receipt of regulatory approvals and satisfaction of customary closing conditions. Fiscal 2015 Realex Payments On March 25, 2015 , we acquired approximately 95% of the outstanding shares of Pay and Shop Limited for € 110.2 million in cash ( $118.9 million equivalent as of March 25, 2015 ) funded from borrowings on our revolving credit facility. Pay and Shop Limited, which does business as Realex Payments ("Realex"), is a leading European online payment gateway technology provider based in Dublin, Ireland. This transaction furthers our strategy to provide omnichannel solutions that combine gateway services, payment service provisioning and merchant acquiring across Europe. This transaction was accounted for as a business combination. We recorded the assets acquired, liabilities assumed and noncontrolling interest at their estimated fair values as of the acquisition date. The estimated acquisition date fair values of the assets acquired, liabilities assumed and the noncontrolling interest, including a reconciliation to the total purchase consideration, are as follows (in thousands): Cash $ 4,082 Customer-related intangible assets 16,079 Acquired technology 39,820 Trade name 3,453 Other intangible assets 399 Other assets 6,213 Liabilities (3,479 ) Deferred income tax liabilities (7,216 ) Total identifiable net assets 59,351 Goodwill 66,809 Noncontrolling interest (7,280 ) Total purchase consideration $ 118,880 Goodwill arising from the acquisition was included in the Europe segment and was attributable to expected growth opportunities in Europe, potential synergies from combining our existing business with gateway services and payment service provisioning in certain markets and an assembled workforce to support the newly acquired technology. Goodwill associated with this acquisition is not deductible for income tax purposes. The customer-related intangible assets have an estimated amortization period of 16 years. The acquired technology has an estimated amortization period of 10 years. The trade name has an estimated amortization period of 7 years. On October 5, 2015 , we paid € 6.7 million ( $7.5 million equivalent as of October 5, 2015 ) to acquire the remaining shares of Realex after which we own 100% of the outstanding shares. Ezidebit On October 10, 2014 , we completed the acquisition of 100% of the outstanding stock of Ezi Holdings Pty Ltd ("Ezidebit") for AUD 302.6 million ( $266.0 million equivalent as of the acquisition date). This acquisition was funded by a combination of cash on hand and borrowings on our revolving credit facility. Ezidebit is a leading integrated payments company focused on recurring payments verticals in Australia and New Zealand. Ezidebit markets its services through a network of integrated software vendors and direct channels to numerous vertical markets. We acquired Ezidebit to establish a direct distribution channel in Australia and New Zealand and to further enhance our existing integrated solutions offerings. This transaction was accounted for as a business combination. We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Certain adjustments to estimated fair value were recorded during the six months ended November 30, 2015 based on new information obtained that existed as of the acquisition date. During the measurement period, management determined that deferred income taxes should be reflected for certain nondeductible intangible assets. Measurement-period adjustments, which are reflected in the table below, had no material effect on earnings or other comprehensive income for the current or prior periods. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as originally determined and as revised for measurement period adjustments, including a reconciliation to the total purchase consideration, are as follows (in thousands): As Previously Determined Measurement Period Adjustments Revised Cash $ 45,826 $ — $ 45,826 Customer-related intangible assets 42,721 — 42,721 Acquired technology 27,954 — 27,954 Trade name 2,901 — 2,901 Other assets 2,337 — 2,337 Deferred income tax assets (liabilities) 1,815 (11,603 ) (9,788 ) Other liabilities (49,797 ) — (49,797 ) Total identifiable net assets 73,757 (11,603 ) 62,154 Goodwill 192,225 11,603 203,828 Total purchase consideration $ 265,982 $ — $ 265,982 Goodwill arising from the acquisition was included in the Asia-Pacific segment and was attributable to expected future growth opportunities in Australia and New Zealand, growth and expansion of integrated payments in the Asia-Pacific region, economies of scale in our existing Asia-Pacific business and an assembled workforce. Neither the goodwill nor the customer-related intangible assets associated with this acquisition are deductible for income tax purposes. The customer-related intangible assets have an estimated amortization period of 15 years. The acquired technology has an estimated amortization period of 15 years. The trade name has an estimated amortization period of 5 years. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Nov. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS As of November 30, 2015 and May 31, 2015 , goodwill and other intangible assets consisted of the following (in thousands): November 30, 2015 May 31, 2015 Goodwill $ 1,577,455 $ 1,491,833 Other intangible assets: Customer-related intangible assets $ 859,745 $ 718,011 Contract-based intangible assets 129,399 130,874 Acquired technologies 90,378 93,194 Trademarks and trade names 9,948 10,777 1,089,470 952,856 Less accumulated amortization: Customer-related intangible assets 365,507 342,488 Contract-based intangible assets 40,658 37,286 Acquired technologies 12,716 8,509 Trademarks and trade names 4,922 4,437 423,803 392,720 $ 665,667 $ 560,136 The following table sets forth the changes in the carrying amount of goodwill for the six months ended November 30, 2015 (in thousands): North America Europe Asia-Pacific Total Balance at May 31, 2015 $ 779,734 $ 485,921 $ 226,178 $ 1,491,833 Goodwill acquired 102,450 — 16,500 118,950 Effect of foreign currency translation (5,386 ) (17,054 ) (13,880 ) (36,320 ) Measurement-period adjustments (8,200 ) (411 ) 11,603 2,992 Balance at November 30, 2015 $ 868,598 $ 468,456 $ 240,401 $ 1,577,455 There were no accumulated impairment losses as of November 30, 2015 or May 31, 2015 . |
Other Assets
Other Assets | 6 Months Ended |
Nov. 30, 2015 | |
Other Assets [Abstract] | |
Other Assets | OTHER ASSETS On November 2, 2015 , Visa Inc. (“Visa”) announced a proposed acquisition of Visa Europe Limited (“VE”) that is currently expected to close during our fourth quarter of fiscal 2016 . Through certain of our subsidiaries in Europe, we are a member and shareholder of VE. Our member interests in VE are accounted for using the cost method of accounting. The preliminary estimate of the upfront consideration we will receive consists of cash of € 30 million ( $31.7 million equivalent at November 30, 2015 ) and Visa preferred stock which is convertible into Visa common shares with an approximate value of $21.4 million as of the announcement date. We could also receive contingent earn-out consideration. The amount and composition of the total consideration are not final and could be amended. In addition, approximately € 23 million , or $24.3 million equivalent at November 30, 2015 , of the cash consideration could be refundable, and the conversion factor of the preferred shares could be adjusted down based on the outcome of potential litigation in the United Kingdom and elsewhere in Europe such that the number of shares ultimately received could be as low as zero . |
Long-Term Debt And Credit Facil
Long-Term Debt And Credit Facilities | 6 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Credit Facilities | LONG-TERM DEBT AND CREDIT FACILITIES As of November 30, 2015 and May 31, 2015 , long-term debt consisted of the following (in thousands): November 30, 2015 May 31, 2015 Term loan: $1,750,000 face amount (less unamortized debt issuance costs of $4,697) at November 30, 2015 and $1,234,375 face amount (less unamortized debt issuance costs of $2,433) at May 31, 2015 $ 1,745,303 $ 1,231,942 Revolving credit facility 170,500 508,125 Total long-term debt 1,915,803 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 $ 1,915,803 $ 1,678,283 Maturity requirements on long-term debt as of November 30, 2015 by fiscal year are as follows (in thousands): 2016 $ — 2017 — 2018 131,250 2019 175,000 2020 and thereafter 1,614,250 Total $ 1,920,500 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 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 (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 November 30, 2015 , the interest rate on the Term Loan was 1.73% . As of November 30, 2015 , the outstanding balance on the Revolving Credit Facility was $170.5 million , and the interest rate was 1.66% . 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 November 30, 2015 , we had standby letters of credit of $9.3 million . The total available incremental borrowings under our Revolving Credit Facility at November 30, 2015 was $424.7 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 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 November 30, 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. Lines of Credit We have lines of credit with banks in the United States and Canada as well as several countries in Europe and in the Asia-Pacific region where we do business. The lines of credit, which are restricted for use in funding settlement, generally have variable 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 November 30, 2015 and May 31, 2015 , a total of $115.6 million and $193.2 million , respectively, of cash on deposit was used to determine the available credit. As of November 30, 2015 and May 31, 2015 , respectively, we had $685.2 million and $592.6 million outstanding under these lines of credit with additional capacity of $574.7 million as of November 30, 2015 to fund settlement. The weighted-average interest rate on these borrowings was 1.70% and 1.50% at November 30, 2015 and May 31, 2015 , respectively. We are required to pay commitment fees on unused portions of the lines of credit. Compliance with Covenants 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 . The Agreements and lines of credit also include various other covenants that are customary in such borrowings. We complied with all applicable covenants as of and for the six months ended November 30, 2015 . Interest Rate Swap Agreements We have interest rate swap agreements with 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 and six months ended November 30, 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 November 30, 2015 May 31, 2015 Interest rate swap ($250 million notional) Other assets $ 196 $ — Interest rate swap ($500 million notional) Accounts payable and accrued liabilities $ 6,152 $ 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 and six months ended November 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Derivatives in cash flow hedging relationships: Amount of loss recognized in other comprehensive income $ 3,968 $ 4,419 $ 4,000 $ 4,419 Amount of loss recognized in interest expense $ 2,467 $ 531 $ 4,201 $ 531 At November 30, 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 $6.8 million . Interest Expense Interest expense was $13.4 million and $10.4 million for the three months ended November 30, 2015 and 2014 , respectively. Interest expense was $26.8 million and $18.9 million for the six months ended November 30, 2015 and 2014 , respectively. Interest expense is comprised primarily of interest on our long-term debt and 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 lines of credit. |
Income Tax
Income Tax | 6 Months Ended |
Nov. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | INCOME TAX Our effective income tax rates were 24.7% and 25.8% for the three months ended November 30, 2015 and November 30, 2014 , respectively. Our effective income tax rates were 25.4% and 26.1% for the six months ended November 30, 2015 and November 30, 2014 , respectively. Our effective income tax rates differ from the U.S. statutory rate primarily due to income generated in international jurisdictions with lower income tax rates. We conduct business globally and file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities around the world, including, without limitation, the United States, the United Kingdom and Canada. We are no longer subject to state income tax examinations for years ended on or before May 31, 2008 and are no longer subject to U.S. federal income tax examinations for fiscal years prior to 2012 and U.K. federal income tax examinations for years ended on or before May 31, 2013 , and Canada federal income tax examinations for years ended on or before May 31, 2012 . |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Nov. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY On April 10, 2015 , we entered into an accelerated share repurchase program (the ''ASR'') with a financial institution to repurchase an aggregate of $100 million of our common stock. In exchange for an up-front payment of $100 million , the financial institution committed to deliver a number of shares during the ASR's purchase period, which ended on June 16, 2015 . On April 14, 2015 , 1,630,988 shares were initially delivered to us. At May 31, 2015 , we accounted for the variable component of remaining shares to be delivered under the ASR as a forward contract indexed to our common stock which met all of the applicable criteria for equity classification. On June 16, 2015 , an additional 324,742 shares were delivered to us. The total number of shares delivered under the ASR was 1,955,730 shares at an average price of $51.13 per share. In addition to the ASR, we repurchased and retired 625,573 and 1,320,563 shares of our common stock at a cost of $37.5 million and $75.4 million , or an average cost of $59.87 and $57.07 per share, including commissions, during the three and six months ended November 30, 2015 , respectively. During the three and six months ended November 30, 2014 , we repurchased and retired 1,313,848 and 4,879,012 shares of our common stock at a cost of $47.4 million and $171.9 million , or an average cost of $ 36.11 and $35.23 per share, including commissions. As of November 30, 2015 , we had a remaining authorized amount of $327.5 million for share repurchases. |
Share-Based Awards and Options
Share-Based Awards and Options | 6 Months Ended |
Nov. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Awards and Options | SHARE-BASED AWARDS AND OPTIONS The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Share-based compensation expense $ 7,005 $ 5,079 $ 13,472 $ 9,145 Income tax benefit $ 2,279 $ 1,720 $ 4,637 $ 2,824 Share-Based Awards The following table summarizes the changes in unvested share-based awards for the six months ended November 30, 2015 (shares in thousands): Shares Weighted-Average Grant-Date Fair Value Unvested at May 31, 2015 1,848 $ 29 Granted 450 57 Vested (620 ) 27 Forfeited (37 ) 32 Unvested at November 30, 2015 1,641 $ 37 The total fair value of share-based awards vested during the six months ended November 30, 2015 and November 30, 2014 was $17.6 million and $14.6 million , respectively. For these share-based awards, we recognized compensation expense of $6.4 million and $4.7 million during the three months ended November 30, 2015 and November 30, 2014 , respectively. We recognized compensation expense of $12.6 million and $8.5 million during the six months ended November 30, 2015 and November 30, 2014 , respectively. As of November 30, 2015 , there was $ 52.0 million of unrecognized compensation expense related to unvested share-based awards that we expect to recognize over a weighted-average period of 2.30 years. Employee Stock Purchase Plan We have an employee stock purchase plan under which the sale of 4.8 million shares of our common stock has been authorized. Employees may designate up to the lesser of $25,000 or 20% of their annual compensation for the purchase of our common stock. The price for shares purchased under the plan is 85% of the market value on the last day of each calendar quarter. As of November 30, 2015 , 2.3 million shares had been issued under this plan, with 2.5 million shares reserved for future issuance. We recognized compensation expense for the plan of $0.2 million and $0.1 million in the three months ended November 30, 2015 and November 30, 2014 , respectively. We recognized compensation expense for the plan of $0.3 million and $0.3 million in the six months ended November 30, 2015 and November 30, 2014 , respectively. The weighted-average grant-date fair value of each designated share purchased under this plan during the six months ended November 30, 2015 and November 30, 2014 was approximately $7 and $4 , respectively, which represents the fair value of the 15% discount. Stock Options Stock options are granted with an exercise price equal to 100% of fair market value on the date of grant and have a term of ten years. Stock options granted before fiscal 2015 vest in equal installments on each of the first four anniversaries of the grant date. Stock options granted during fiscal 2015 and thereafter vest in equal installments on each of the first three anniversaries of the grant date. During the six months ended November 30, 2015 and November 30, 2014 , we granted 0.1 million and 0.4 million stock options, respectively. Our stock option plans provide for accelerated vesting under certain conditions. The following is a summary of our stock option activity as of and for the six months ended November 30, 2015 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in millions) Outstanding at May 31, 2015 894 $ 26 5.2 $ 23.9 Granted 145 56 Forfeited (6 ) 16 Exercised (128 ) 23 Outstanding at November 30, 2015 905 $ 31 5.7 $ 37.3 Options vested and exercisable at November 30, 2015 586 $ 23 4.0 $ 28.6 We recognized compensation expense for stock options of $0.4 million and $0.2 million during the three months ended November 30, 2015 and November 30, 2014 , respectively. We recognized compensation expense for stock options of $0.6 million and $0.3 million during the six months ended November 30, 2015 and November 30, 2014 , respectively. The aggregate intrinsic value of stock options exercised during the six months ended November 30, 2015 and November 30, 2014 was $4.8 million and $10.4 million , respectively. As of November 30, 2015 , we had $3.3 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.3 years. The weighted-average grant-date fair value of each stock option granted during the six months ended November 30, 2015 and November 30, 2014 was $16 and $9 , respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Six Months Ended November 30, 2015 November 30, 2014 Risk-free interest rate 1.62% 1.57% Expected volatility 28.65% 23.65% Dividend yield 0.10% 0.13% Expected life (years) 5 5 The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility is based on our historical volatility. The dividend yield assumption is calculated using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions on the expected lives of the options on our analysis of the historical exercise patterns of the options and our assumption on the future exercise pattern of options. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Nov. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share is computed by dividing reported net income attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders is the same as reported net income attributable to Global Payments for all periods presented. Diluted earnings per share is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards that would have a dilutive effect on earnings per share. All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on earnings per share. For the six months ended November 30, 2015 , the diluted share base excluded 0.1 million shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share. There were no such antidilutive stock options for the three months ended November 30, 2015 and November 30, 2014 and the six months ended November 30, 2014 . The following table sets forth the computation of diluted weighted-average shares outstanding for the three and six months ended November 30, 2015 and November 30, 2014 (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Basic weighted-average shares outstanding 129,505 134,754 129,919 135,528 Plus: Dilutive effect of stock options and other share-based awards 848 720 833 830 Diluted weighted-average shares outstanding 130,353 135,474 130,752 136,358 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Nov. 30, 2015 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in the accumulated balances for each component of other comprehensive loss were as follows for the three months ended November 30, 2015 and November 30, 2014 (in thousands): Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance at August 31, 2014 $ (15,992 ) $ — $ (3,359 ) $ (19,351 ) Other comprehensive loss, net of income tax (80,930 ) (2,445 ) — (83,375 ) Balance at November 30, 2014 $ (96,922 ) $ (2,445 ) $ (3,359 ) $ (102,726 ) Balance at August 31, 2015 $ (206,124 ) $ (2,794 ) $ (3,809 ) $ (212,727 ) Other comprehensive loss, net of income tax (31,568 ) (939 ) — (32,507 ) Balance at November 30, 2015 $ (237,692 ) $ (3,733 ) $ (3,809 ) $ (245,234 ) Other comprehensive loss attributable to noncontrolling interest, which relates only to foreign currency translation, was $ 6.3 million and $ 6.9 million for the three months ended November 30, 2015 and November 30, 2014 , respectively. The changes in the accumulated balances for each component of other comprehensive loss were as follows for the six months ended November 30, 2015 and November 30, 2014 (in thousands): Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance at May 31, 2014 $ 1,583 $ — $ (3,359 ) $ (1,776 ) Other comprehensive loss, net of income tax (98,505 ) (2,445 ) — (100,950 ) Balance at November 30, 2014 $ (96,922 ) $ (2,445 ) $ (3,359 ) $ (102,726 ) Balance at May 31, 2015 $ (178,309 ) $ (3,874 ) $ (3,809 ) $ (185,992 ) Other comprehensive income (loss), net of income tax (59,383 ) 141 — (59,242 ) Balance at November 30, 2015 $ (237,692 ) $ (3,733 ) $ (3,809 ) $ (245,234 ) Other comprehensive loss attributable to noncontrolling interest, which relates only to foreign currency translation, was $4.4 million and $12.1 million for the six months ended November 30, 2015 and November 30, 2014 , respectively. |
Segment Information
Segment Information | 6 Months Ended |
Nov. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION General Information We are a leading worldwide provider of payment technology services delivering innovative solutions to our customers. Our partnerships, technologies and employee expertise enable us to provide a broad range of services that allow our customers to accept various payment types. We distribute our services across a variety of channels to merchants and partners in 29 countries throughout North America, Europe, the Asia-Pacific region and an equity method investment in Brazil. Commencing with fiscal 2016, we began reporting based on realigned segments (North America, Europe and Asia-Pacific) due to international investment and a realigned management structure. As a result, we have presented prior year segment data in a manner that conforms to our current year presentation. Information About Profit and Assets We evaluate performance and allocate resources based on the operating income of each segment. The operating income of each segment includes the revenues of the segment less those expenses that are directly related to those revenues. Operating overhead, shared costs and certain compensation costs are included in Corporate in the following table. Interest and other income, interest and other expense, the financial results of equity method investments and provision for income taxes are not allocated to the individual segments. We do not evaluate performance or allocate resources using segment asset data. The accounting policies of the reportable segments are the same as those described in our Annual Report on Form 10-K for the year ended May 31, 2015 and our summary of significant accounting policies in "Note 1 -Basis of Presentation and Summary of Significant Accounting Policies." Information on segments and reconciliations to consolidated revenues and consolidated operating income are as follows for the three and six months ended November 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Revenues: North America $ 511,335 $ 488,776 $ 1,042,192 $ 992,782 Europe 158,016 159,974 326,373 322,762 Asia-Pacific 52,999 48,541 102,581 86,642 Consolidated revenues $ 722,350 $ 697,291 $ 1,471,146 $ 1,402,186 Operating income (loss): North America $ 79,121 $ 74,246 $ 162,635 $ 152,183 Europe (1) 62,012 64,563 134,745 131,608 Asia-Pacific 11,857 11,880 24,089 18,437 Corporate (29,825 ) (26,705 ) (60,532 ) (53,846 ) Consolidated operating income $ 123,165 $ 123,984 $ 260,937 $ 248,382 Depreciation and amortization: North America $ 24,222 $ 20,441 $ 47,965 $ 40,918 Europe 9,921 10,072 20,265 21,108 Asia-Pacific 3,358 2,494 6,415 3,948 Corporate 1,248 1,598 2,861 3,198 Consolidated depreciation and amortization $ 38,749 $ 34,605 $ 77,506 $ 69,172 (1) During the six months ended November 30, 2014 , operating income for the Europe segment included a $2.9 million gain on the sale of a component of our Russia business that leased automated teller machines to our sponsor bank in Russia. The gain is included in selling, general and administrative expenses in the consolidated statement of income for the six months ended November 30, 2014 . |
Subsequent Event
Subsequent Event | 6 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT On December 15, 2015 , we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Heartland Payment Systems, Inc., a Delaware corporation (“Heartland”), pursuant to which we will acquire Heartland in a cash-and-stock transaction. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, as a result of the transaction, each outstanding share of Heartland’s common stock will be converted into the right to receive $53.28 in cash and 0.6687 shares of our common stock, which at December 15, 2015 represented a transaction value of $4.3 billion , or $100.00 per share of Heartland’s common stock. Concurrently with the signing of the Merger Agreement, we entered into a debt commitment letter for secured financing of up to $4.78 billion , the proceeds of which will be used, among other things, to (i) amend, backstop, refinance or replace certain of our existing credit facilities, (ii) repay certain portions of Heartland’s existing indebtedness and (iii) to finance, in part, the acquisition costs. We expect the merger to close in our fiscal 2016 fourth quarter, subject to regulatory approval and customary closing conditions, as well as approval by Heartland’s shareholders. |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Business, consolidation and presentation | Business, consolidation and presentation — We are a leading worldwide provider of payment technology services delivering innovative solutions to our customers. Our technologies, partnerships and employee expertise enable us to provide a broad range of services that allow our customers to accept various payment types. We distribute our payment services and digital commerce services across a variety of channels to merchants and partners in 29 countries throughout North America, Europe, the Asia-Pacific region and Brazil. We operate in three reportable segments: North America, Europe and Asia-Pacific. We were incorporated in Georgia as Global Payments Inc. in 2000 and spun-off from our former parent company in 2001 . Including our time as part of our former parent company, we have been in the payments business since 1967 . Global Payments Inc. and its consolidated subsidiaries are referred to collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise. These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The consolidated balance sheet as of May 31, 2015 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended May 31, 2015 but does not include all disclosures required by GAAP. In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended May 31, 2015 . |
Use of estimates | Use of estimates — The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. |
Stock split | Stock split — Our board of directors declared a two -for-one stock split effected in the form of a stock dividend of one additional share of common stock for each outstanding share of common stock (the "Stock Split"). The stock dividend was paid on November 2, 2015 to all shareholders of record as of October 21, 2015 . Common share and per share data in the consolidated financial statements and in the notes to our consolidated financial statements for prior periods have been adjusted to reflect the Stock Split, except for authorized common shares which were not affected. |
New accounting pronouncements | New accounting pronouncements — From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standards setting bodies that may affect our current and/or future financial statements when adopted. Recently Adopted Accounting Pronouncements In November 2015, the FASB issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ." To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. We adopted this ASU during the three months ended November 30, 2015 and, as a result, have presented prior-period amounts for deferred income taxes in a manner that conforms to the current-period presentation. In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ." The update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to prior reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes to the financial statements. We adopted this ASU during the three months ended August 31, 2015. Accordingly, we applied the amendments in this update to the measurement period adjustments made during the six months ended November 30, 2015 with no material effect on prior-period or current-period earnings. See "Note 3 —Business Intangible Asset Acquisition and Joint Ventures" for more information regarding adjustments to provisional amounts that occurred during the six months ended November 30, 2015 . In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ." The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. In August 2015, the FASB issued ASU 2015-15, "Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting ," to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted both ASUs as of June 1, 2015, electing to continue to present debt issuance costs related to our revolving credit facilities as an asset, and as a result, have presented prior-period amounts for debt issuance costs related to our term loans in a manner that conforms to the current-period presentation. The adoption of this standard did not affect our results of operations or cash flows in either the current or prior interim or annual periods. See "Note 6 —Long-Term Debt and Credit Facilities" for more information about the presentation of debt issuance costs. Recently Issued Pronouncements Not Yet Adopted In April 2015, the FASB issued ASU 2015-05, "Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ." The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of ASU 2015-05 on our consolidated financial statements and internal controls over financial reporting and have not yet adopted the new standard. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP and permits the use of either the retrospective or cumulative effect transition method. The standard requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted for annual reporting periods beginning after December 15, 2016. We are evaluating the impact of ASU 2014-09 on our consolidated financial statements and internal controls over financial reporting. |
Settlement Processing Assets 23
Settlement Processing Assets and Obligations (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Offsetting [Abstract] | |
Offsetting assets and liabilities | As of November 30, 2015 and May 31, 2015 , settlement processing assets and obligations consisted of the following (in thousands): November 30, 2015 May 31, 2015 Settlement processing assets: Interchange reimbursement $ 148 $ 186,660 Receivable from member sponsors 254,635 294,837 Receivable from networks 1,147,397 1,919,148 Exception items 2,019 4,920 Merchant reserves (285 ) (10,743 ) $ 1,403,914 $ 2,394,822 Settlement processing obligations: Interchange reimbursement $ 238,314 $ 68,444 Liability to member sponsors (209,034 ) (628 ) Liability to merchants (1,135,070 ) (1,931,390 ) Exception items 10,334 5,331 Merchant reserves (159,370 ) (169,442 ) Reserve for operating losses (1,316 ) (1,286 ) Reserve for sales allowances (316 ) (4,929 ) $ (1,256,458 ) $ (2,033,900 ) |
Business and Intangible Asset24
Business and Intangible Asset Acquisitions and Joint Ventures (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
FIS Gaming Business | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as originally determined and as revised for measurement period adjustments, including a reconciliation to the total purchase consideration, are as follows (in thousands): As Previously Determined Measurement Period Adjustments Revised Customer-related intangible assets $ 135,200 $ 8,200 $ 143,400 Liabilities (150 ) — (150 ) Total identifiable net assets 135,050 8,200 143,250 Goodwill 102,450 (8,200 ) 94,250 Total purchase consideration $ 237,500 $ — $ 237,500 |
Realex Payments | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The estimated acquisition date fair values of the assets acquired, liabilities assumed and the noncontrolling interest, including a reconciliation to the total purchase consideration, are as follows (in thousands): Cash $ 4,082 Customer-related intangible assets 16,079 Acquired technology 39,820 Trade name 3,453 Other intangible assets 399 Other assets 6,213 Liabilities (3,479 ) Deferred income tax liabilities (7,216 ) Total identifiable net assets 59,351 Goodwill 66,809 Noncontrolling interest (7,280 ) Total purchase consideration $ 118,880 |
Ezidebit | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as originally determined and as revised for measurement period adjustments, including a reconciliation to the total purchase consideration, are as follows (in thousands): As Previously Determined Measurement Period Adjustments Revised Cash $ 45,826 $ — $ 45,826 Customer-related intangible assets 42,721 — 42,721 Acquired technology 27,954 — 27,954 Trade name 2,901 — 2,901 Other assets 2,337 — 2,337 Deferred income tax assets (liabilities) 1,815 (11,603 ) (9,788 ) Other liabilities (49,797 ) — (49,797 ) Total identifiable net assets 73,757 (11,603 ) 62,154 Goodwill 192,225 11,603 203,828 Total purchase consideration $ 265,982 $ — $ 265,982 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill and intangible assets | As of November 30, 2015 and May 31, 2015 , goodwill and other intangible assets consisted of the following (in thousands): November 30, 2015 May 31, 2015 Goodwill $ 1,577,455 $ 1,491,833 Other intangible assets: Customer-related intangible assets $ 859,745 $ 718,011 Contract-based intangible assets 129,399 130,874 Acquired technologies 90,378 93,194 Trademarks and trade names 9,948 10,777 1,089,470 952,856 Less accumulated amortization: Customer-related intangible assets 365,507 342,488 Contract-based intangible assets 40,658 37,286 Acquired technologies 12,716 8,509 Trademarks and trade names 4,922 4,437 423,803 392,720 $ 665,667 $ 560,136 |
Schedule of goodwill | The following table sets forth the changes in the carrying amount of goodwill for the six months ended November 30, 2015 (in thousands): North America Europe Asia-Pacific Total Balance at May 31, 2015 $ 779,734 $ 485,921 $ 226,178 $ 1,491,833 Goodwill acquired 102,450 — 16,500 118,950 Effect of foreign currency translation (5,386 ) (17,054 ) (13,880 ) (36,320 ) Measurement-period adjustments (8,200 ) (411 ) 11,603 2,992 Balance at November 30, 2015 $ 868,598 $ 468,456 $ 240,401 $ 1,577,455 |
Long-Term Debt and Credit Fac26
Long-Term Debt and Credit Facilities (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | As of November 30, 2015 and May 31, 2015 , long-term debt consisted of the following (in thousands): November 30, 2015 May 31, 2015 Term loan: $1,750,000 face amount (less unamortized debt issuance costs of $4,697) at November 30, 2015 and $1,234,375 face amount (less unamortized debt issuance costs of $2,433) at May 31, 2015 $ 1,745,303 $ 1,231,942 Revolving credit facility 170,500 508,125 Total long-term debt 1,915,803 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 $ 1,915,803 $ 1,678,283 |
Schedule of maturities of long-term debt | Maturity requirements on long-term debt as of November 30, 2015 by fiscal year are as follows (in thousands): 2016 $ — 2017 — 2018 131,250 2019 175,000 2020 and thereafter 1,614,250 Total $ 1,920,500 |
Schedule of derivative instruments | 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 November 30, 2015 May 31, 2015 Interest rate swap ($250 million notional) Other assets $ 196 $ — Interest rate swap ($500 million notional) Accounts payable and accrued liabilities $ 6,152 $ 6,157 |
Schedule of derivative instrument effect on other comprehensive income (loss) | The table below presents the effects of our interest rate swaps on the consolidated statements of income and other comprehensive income for the three and six months ended November 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Derivatives in cash flow hedging relationships: Amount of loss recognized in other comprehensive income $ 3,968 $ 4,419 $ 4,000 $ 4,419 Amount of loss recognized in interest expense $ 2,467 $ 531 $ 4,201 $ 531 |
Share-Based Awards and Options
Share-Based Awards and Options (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by plan | The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Share-based compensation expense $ 7,005 $ 5,079 $ 13,472 $ 9,145 Income tax benefit $ 2,279 $ 1,720 $ 4,637 $ 2,824 |
Schedule of changes in non-vested restricted stock awards activity | The following table summarizes the changes in unvested share-based awards for the six months ended November 30, 2015 (shares in thousands): Shares Weighted-Average Grant-Date Fair Value Unvested at May 31, 2015 1,848 $ 29 Granted 450 57 Vested (620 ) 27 Forfeited (37 ) 32 Unvested at November 30, 2015 1,641 $ 37 |
Schedule of share-based compensation, stock options, activity | The following is a summary of our stock option activity as of and for the six months ended November 30, 2015 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in millions) Outstanding at May 31, 2015 894 $ 26 5.2 $ 23.9 Granted 145 56 Forfeited (6 ) 16 Exercised (128 ) 23 Outstanding at November 30, 2015 905 $ 31 5.7 $ 37.3 Options vested and exercisable at November 30, 2015 586 $ 23 4.0 $ 28.6 |
Schedule of share-based payment award, stock options, valuation assumptions | Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Six Months Ended November 30, 2015 November 30, 2014 Risk-free interest rate 1.62% 1.57% Expected volatility 28.65% 23.65% Dividend yield 0.10% 0.13% Expected life (years) 5 5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares | The following table sets forth the computation of diluted weighted-average shares outstanding for the three and six months ended November 30, 2015 and November 30, 2014 (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Basic weighted-average shares outstanding 129,505 134,754 129,919 135,528 Plus: Dilutive effect of stock options and other share-based awards 848 720 833 830 Diluted weighted-average shares outstanding 130,353 135,474 130,752 136,358 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the accumulated balances for each component of other comprehensive loss were as follows for the six months ended November 30, 2015 and November 30, 2014 (in thousands): Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance at May 31, 2014 $ 1,583 $ — $ (3,359 ) $ (1,776 ) Other comprehensive loss, net of income tax (98,505 ) (2,445 ) — (100,950 ) Balance at November 30, 2014 $ (96,922 ) $ (2,445 ) $ (3,359 ) $ (102,726 ) Balance at May 31, 2015 $ (178,309 ) $ (3,874 ) $ (3,809 ) $ (185,992 ) Other comprehensive income (loss), net of income tax (59,383 ) 141 — (59,242 ) Balance at November 30, 2015 $ (237,692 ) $ (3,733 ) $ (3,809 ) $ (245,234 ) The changes in the accumulated balances for each component of other comprehensive loss were as follows for the three months ended November 30, 2015 and November 30, 2014 (in thousands): Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance at August 31, 2014 $ (15,992 ) $ — $ (3,359 ) $ (19,351 ) Other comprehensive loss, net of income tax (80,930 ) (2,445 ) — (83,375 ) Balance at November 30, 2014 $ (96,922 ) $ (2,445 ) $ (3,359 ) $ (102,726 ) Balance at August 31, 2015 $ (206,124 ) $ (2,794 ) $ (3,809 ) $ (212,727 ) Other comprehensive loss, net of income tax (31,568 ) (939 ) — (32,507 ) Balance at November 30, 2015 $ (237,692 ) $ (3,733 ) $ (3,809 ) $ (245,234 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Information on segments and reconciliations to consolidated revenues and consolidated operating income are as follows for the three and six months ended November 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended November 30, 2015 November 30, 2014 November 30, 2015 November 30, 2014 Revenues: North America $ 511,335 $ 488,776 $ 1,042,192 $ 992,782 Europe 158,016 159,974 326,373 322,762 Asia-Pacific 52,999 48,541 102,581 86,642 Consolidated revenues $ 722,350 $ 697,291 $ 1,471,146 $ 1,402,186 Operating income (loss): North America $ 79,121 $ 74,246 $ 162,635 $ 152,183 Europe (1) 62,012 64,563 134,745 131,608 Asia-Pacific 11,857 11,880 24,089 18,437 Corporate (29,825 ) (26,705 ) (60,532 ) (53,846 ) Consolidated operating income $ 123,165 $ 123,984 $ 260,937 $ 248,382 Depreciation and amortization: North America $ 24,222 $ 20,441 $ 47,965 $ 40,918 Europe 9,921 10,072 20,265 21,108 Asia-Pacific 3,358 2,494 6,415 3,948 Corporate 1,248 1,598 2,861 3,198 Consolidated depreciation and amortization $ 38,749 $ 34,605 $ 77,506 $ 69,172 (1) During the six months ended November 30, 2014 , operating income for the Europe segment included a $2.9 million gain on the sale of a component of our Russia business that leased automated teller machines to our sponsor bank in Russia. The gain is included in selling, general and administrative expenses in the consolidated statement of income for the six months ended November 30, 2014 . |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | Nov. 02, 2015 | Nov. 30, 2015segmentCountry |
Accounting Policies [Abstract] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2 | |
Number of countries in which entity operates | Country | 29 | |
Number of reportable segments | segment | 3 |
Settlement Processing Assets 32
Settlement Processing Assets and Obligations (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | May. 31, 2015 |
Offsetting Assets [Line Items] | ||
Total | $ 1,403,914 | $ 2,394,822 |
Total | (1,256,458) | (2,033,900) |
Merchant reserves | ||
Offsetting Assets [Line Items] | ||
Merchant reserves | (285) | (10,743) |
Settlement Liabilities, Reserves | (159,370) | (169,442) |
Reserve for operating losses | ||
Offsetting Assets [Line Items] | ||
Settlement Liabilities, Reserves | (1,316) | (1,286) |
Reserve for sales allowances | ||
Offsetting Assets [Line Items] | ||
Settlement Liabilities, Reserves | (316) | (4,929) |
Interchange reimbursement | ||
Offsetting Assets [Line Items] | ||
Settlement processing assets, gross | 148 | 186,660 |
Settlement processing obligations, gross | 238,314 | 68,444 |
(Liability to) Receivable from Members | ||
Offsetting Assets [Line Items] | ||
Settlement processing assets, gross | 254,635 | 294,837 |
Settlement processing obligations, gross | (209,034) | (628) |
Receivable from networks | ||
Offsetting Assets [Line Items] | ||
Settlement processing assets, gross | 1,147,397 | 1,919,148 |
Liability to merchants | ||
Offsetting Assets [Line Items] | ||
Settlement processing obligations, gross | (1,135,070) | (1,931,390) |
Exception items | ||
Offsetting Assets [Line Items] | ||
Settlement processing assets, gross | 2,019 | 4,920 |
Settlement processing obligations, gross | $ 10,334 | $ 5,331 |
Business and Intangible Asset33
Business and Intangible Asset Acquisitions and Joint Ventures - Narrative (Details) $ in Thousands | Oct. 05, 2015USD ($) | Oct. 05, 2015EUR (€) | Aug. 03, 2015USD ($) | Jul. 27, 2015EUR (€)Country | Jun. 01, 2015USD ($)gaming_client_location | Mar. 25, 2015USD ($) | Mar. 25, 2015EUR (€) | Oct. 10, 2014USD ($) | Oct. 10, 2014AUD | Sep. 30, 2014 | Nov. 30, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||
Total purchase consideration | $ 33,000 | ||||||||||
Number of Countries in which Joint Venture Operates | Country | 3 | ||||||||||
FIS Gaming Business | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of customers acquired | gaming_client_location | 260 | ||||||||||
Payments to acquire businesses, gross | $ 237,500 | ||||||||||
Gaming bureau service agreement term | 10 years | ||||||||||
Total purchase consideration | $ 237,500 | ||||||||||
Global Payments Asia-Pacific Philippines Incorporated | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire businesses, gross | 3,600 | ||||||||||
Estimated acquisition date, fair value | $ 29,400 | ||||||||||
Realex Payments | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | ||||||||||
Total purchase consideration | $ 118,880 | ||||||||||
Percentage of controlling financial interest acquired | 95.00% | ||||||||||
Ezidebit | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire businesses, gross | $ 266,000 | AUD 302,600,000 | |||||||||
Total purchase consideration | $ 265,982 | ||||||||||
Percentage of controlling financial interest acquired | 100.00% | ||||||||||
Customer-related intangible assets | FIS Gaming Business | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 15 years | ||||||||||
Contract-based and customer-related finite-lived intangible assets | Realex Payments | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 16 years | ||||||||||
Contract-based and customer-related finite-lived intangible assets | Ezidebit | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 15 years | ||||||||||
Acquired technologies | Realex Payments | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 10 years | ||||||||||
Acquired technologies | Ezidebit | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 15 years | ||||||||||
Trade name | Realex Payments | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 7 years | ||||||||||
Trade name | Ezidebit | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible asset, useful life | 5 years | ||||||||||
Global Payments Asia-Pacific Philippines Incorporated | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage by noncontrolling owners | 49.00% | ||||||||||
Noncontrolling interest, ownership percentage by parent | 51.00% | ||||||||||
Euro Member Countries, Euro | Realex Payments | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire businesses, gross | € | € 6,700,000 | € 110,200,000 | |||||||||
United States of America, Dollars | Realex Payments | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire businesses, gross | $ 7,500 | $ 118,900 | |||||||||
Global Payments, CaixaBank S.A., and Erste Group Bank AG Joint Venture | Global Payments and CaixaBank S.A. Joint Venture | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire interest in joint venture | € 30,000,000 | $ 32,000 | |||||||||
Joint venture, ownership percentage | 51.00% | ||||||||||
Global Payments, CaixaBank S.A., and Erste Group Bank AG Joint Venture | Erste Group | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Joint venture, ownership percentage | 49.00% |
Business and Intangible Asset34
Business and Intangible Asset Acquisitions and Joint Ventures - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Nov. 30, 2015 | Aug. 03, 2015 | Jun. 01, 2015 | May. 31, 2015 | Mar. 25, 2015 | Oct. 10, 2014 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,577,455 | $ 1,491,833 | ||||
Total purchase consideration | $ 33,000 | |||||
FIS Gaming Business | ||||||
Business Acquisition [Line Items] | ||||||
Liabilities | $ (150) | |||||
Total identifiable net assets | 143,250 | |||||
Goodwill | 94,250 | |||||
Total purchase consideration | 237,500 | |||||
Measurement Period Adjustments | ||||||
Total identifiable net assets | 8,200 | |||||
Goodwill | (8,200) | |||||
Total purchase consideration | 0 | |||||
FIS Gaming Business | Customer-related intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 143,400 | |||||
Measurement Period Adjustments | ||||||
Customer-related intangible assets | 8,200 | |||||
Realex Payments | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 4,082 | |||||
Other assets | 6,213 | |||||
Deferred income tax liabilities | (7,216) | |||||
Liabilities | (3,479) | |||||
Total identifiable net assets | 59,351 | |||||
Goodwill | 66,809 | |||||
Noncontrolling interest | (7,280) | |||||
Total purchase consideration | 118,880 | |||||
Realex Payments | Customer-related intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 16,079 | |||||
Realex Payments | Acquired technologies | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 39,820 | |||||
Realex Payments | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 3,453 | |||||
Realex Payments | Other Intangible Assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 399 | |||||
Ezidebit | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 45,826 | |||||
Other assets | 2,337 | |||||
Deferred income tax liabilities | (9,788) | |||||
Liabilities | (49,797) | |||||
Total identifiable net assets | 62,154 | |||||
Goodwill | 203,828 | |||||
Total purchase consideration | 265,982 | |||||
Measurement Period Adjustments | ||||||
Deferred income tax assets (liabilities) | (11,603) | |||||
Total identifiable net assets | (11,603) | |||||
Goodwill | 11,603 | |||||
Total purchase consideration | $ 0 | |||||
Ezidebit | Customer-related intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 42,721 | |||||
Ezidebit | Acquired technologies | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 27,954 | |||||
Ezidebit | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,901 | |||||
Scenario, Previously Reported | FIS Gaming Business | ||||||
Business Acquisition [Line Items] | ||||||
Liabilities | (150) | |||||
Total identifiable net assets | 135,050 | |||||
Goodwill | 102,450 | |||||
Total purchase consideration | 237,500 | |||||
Scenario, Previously Reported | FIS Gaming Business | Customer-related intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 135,200 | |||||
Scenario, Previously Reported | Ezidebit | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 45,826 | |||||
Other assets | 2,337 | |||||
Deferred income tax assets | 1,815 | |||||
Liabilities | (49,797) | |||||
Total identifiable net assets | 73,757 | |||||
Goodwill | 192,225 | |||||
Total purchase consideration | 265,982 | |||||
Scenario, Previously Reported | Ezidebit | Customer-related intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 42,721 | |||||
Scenario, Previously Reported | Ezidebit | Acquired technologies | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 27,954 | |||||
Scenario, Previously Reported | Ezidebit | Trade name | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 2,901 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | May. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 1,577,455 | $ 1,491,833 |
Other intangible assets | 1,089,470 | 952,856 |
Less accumulated amortization | 423,803 | 392,720 |
Other intangible assets, net | 665,667 | 560,136 |
Customer-related intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 859,745 | 718,011 |
Less accumulated amortization | 365,507 | 342,488 |
Contract-based intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 129,399 | 130,874 |
Less accumulated amortization | 40,658 | 37,286 |
Acquired technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 90,378 | 93,194 |
Less accumulated amortization | 12,716 | 8,509 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 9,948 | 10,777 |
Less accumulated amortization | $ 4,922 | $ 4,437 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended |
Nov. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance at May 31, 2015 | $ 1,491,833 |
Goodwill acquired | 118,950 |
Effect of foreign currency translation | (36,320) |
Measurement-period adjustments | 2,992 |
Balance at November 30, 2015 | 1,577,455 |
North America Segment | |
Goodwill [Roll Forward] | |
Balance at May 31, 2015 | 779,734 |
Goodwill acquired | 102,450 |
Effect of foreign currency translation | (5,386) |
Measurement-period adjustments | (8,200) |
Balance at November 30, 2015 | 868,598 |
Europe Segment | |
Goodwill [Roll Forward] | |
Balance at May 31, 2015 | 485,921 |
Goodwill acquired | 0 |
Effect of foreign currency translation | (17,054) |
Measurement-period adjustments | (411) |
Balance at November 30, 2015 | 468,456 |
Asia Pacific Segment | |
Goodwill [Roll Forward] | |
Balance at May 31, 2015 | 226,178 |
Goodwill acquired | 16,500 |
Effect of foreign currency translation | (13,880) |
Measurement-period adjustments | 11,603 |
Balance at November 30, 2015 | $ 240,401 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment | $ 0 | $ 0 |
Other Assets (Details)
Other Assets (Details) - 3 months ended May. 31, 2016 - Scenario, Forecast | USD ($) | EUR (€) |
Other Assets [Line Items] | ||
Upfront consideration | $ 31,700,000 | € 30,000,000 |
Convertible visa preferred stock | 21,400,000 | |
Minimum | ||
Other Assets [Line Items] | ||
Cash consideration refundable | 0 | |
Maximum | ||
Other Assets [Line Items] | ||
Cash consideration refundable | $ 24,300,000 | € 23,000,000 |
Long-Term Debt and Credit Fac39
Long-Term Debt and Credit Facilities - Schedule of outstanding debt (Details) - USD ($) | Nov. 30, 2015 | Jul. 31, 2015 | May. 31, 2015 |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 1,915,803,000 | $ 1,740,067,000 | |
Less current portion of long-term debt ($62,500 face amount less unamortized debt issuance costs of $716 at May 31, 2015) | 0 | 61,784,000 | |
Long-term debt | 1,915,803,000 | 1,678,283,000 | |
Debt instrument, face amount | 0 | 62,500,000 | |
Unamortized debt issuance expense | 0 | 716,000 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 1,745,303,000 | 1,231,942,000 | |
Unamortized debt issuance expense | 4,900,000 | ||
Line of credit | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 170,500,000 | 508,125,000 | |
Five Year Unsecured Term Loan Due February 2019 | Term loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 1,750,000,000 | $ 1,750,000,000 | 1,234,375,000 |
Unamortized debt issuance expense | $ 4,697,000 | $ 2,433,000 |
Long-Term Debt and Credit Fac40
Long-Term Debt and Credit Facilities - Schedule of maturities of long term debt (Details) $ in Thousands | Nov. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 0 |
2,017 | 0 |
2,018 | 131,250 |
2,019 | 175,000 |
2020 and thereafter | 1,614,250 |
Total long-term debt | $ 1,920,500 |
Long-Term Debt and Credit Fac41
Long-Term Debt and Credit Facilities - Narrative (Details) | Jul. 31, 2015USD ($) | Nov. 30, 2015USD ($)Rate | Nov. 30, 2014USD ($) | Nov. 30, 2015USD ($)Rate | Nov. 30, 2014USD ($) | May. 31, 2015USD ($) | Aug. 28, 2015USD ($) | Oct. 31, 2014USD ($)Rate |
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 0 | $ 0 | $ 62,500,000 | |||||
Unamortized debt issuance expense | $ 0 | $ 0 | 716,000 | |||||
Proceeds from issuance of debt | $ 2,000,000,000 | |||||||
Maximum leverage ratio | 3.50 | 3.50 | ||||||
Maximum coverage ratio in case of acquisition | 3.75 | 3.75 | ||||||
Minimum interest coverage ratio | 2.50 | 2.50 | ||||||
Interest expense | $ 13,400,000 | $ 10,400,000 | $ 26,800,000 | $ 18,900,000 | ||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 500,000,000 | |||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance expense | 4,900,000 | 4,900,000 | ||||||
Term loan | 2015 Term Loan due July 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 43,800,000 | |||||||
Term loan | Five Year Unsecured Term Loan Due February 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 1,750,000,000 | 1,750,000,000 | 1,750,000,000 | 1,234,375,000 | ||||
Unamortized debt issuance expense | $ 4,697,000 | $ 4,697,000 | $ 2,433,000 | |||||
Debt term | 5 years | |||||||
Interest rate at period end | Rate | 1.73% | 1.73% | ||||||
Term loan | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 1,250,000,000 | |||||||
Line of credit | Corporate Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, fair value of amount outstanding | $ 170,500,000 | $ 170,500,000 | ||||||
Line of credit facility, remaining borrowing capacity | $ 424,700,000 | $ 424,700,000 | ||||||
Line of credit | LIBOR | Revolving Credit Facility Expiring February 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | Rate | 1.66% | 1.66% | 1.52% | |||||
Standby letters of credit | Corporate Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, fair value of amount outstanding | $ 9,300,000 | $ 9,300,000 | ||||||
Standby letters of credit | Revolving Credit Facility Expiring February 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | 100,000,000 | ||||||
Line of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, remaining borrowing capacity | $ 574,700,000 | $ 574,700,000 | ||||||
Short-term debt, weighted average interest rate | 1.70% | 1.70% | 1.50% | |||||
Repayments of lines of credit | $ 115,600,000 | $ 193,200,000 | ||||||
Short-term debt | $ 685,200,000 | 685,200,000 | $ 592,600,000 | |||||
Interest rate swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional amount | $ 250,000,000 | $ 500,000,000 | ||||||
Other comprehensive income (loss), reclassification adjustment, tax | $ 6,800,000 | |||||||
Not Designated as Hedging Instrument | Interest rate swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative, fixed interest rate | 1.34% |
Long-Term Debt and Credit Fac42
Long-Term Debt and Credit Facilities - Schedule of derivative instruments (Details) - Interest rate swap - USD ($) | Nov. 30, 2015 | Aug. 28, 2015 | May. 31, 2015 | Oct. 31, 2014 |
Debt Instrument [Line Items] | ||||
Notional amount | $ 250,000,000 | $ 500,000,000 | ||
Other Assets | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 250,000,000 | |||
Interest rate swap ($250 million notional) | 196,000 | $ 0 | ||
Accounts Payable and Accrued Liabilities | ||||
Debt Instrument [Line Items] | ||||
Notional amount | 500,000,000 | 500,000,000 | ||
Interest rate swap ($500 million notional) | $ 6,152,000 | $ 6,157,000 |
Long-Term Debt and Credit Fac43
Long-Term Debt and Credit Facilities - Schedule of effect on other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Debt Disclosure [Abstract] | ||||
Amount of loss recognized in other comprehensive income | $ 3,968 | $ 4,419 | $ 4,000 | $ 4,419 |
Amount of loss recognized in interest expense | $ 2,467 | $ 531 | $ 4,201 | $ 531 |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 24.70% | 25.80% | 25.40% | 26.10% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Jun. 16, 2015 | Apr. 14, 2015 | Apr. 10, 2015 | Jun. 16, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 |
Class of Stock [Line Items] | ||||||||
Accelerated share repurchase program, up-front payment | $ 100,000,000 | |||||||
Repurchase of common stock (in shares) | 324,742 | 1,630,988 | 1,955,730 | 1,313,848 | 4,879,012 | |||
Accelerated share repurchases (in dollars per share) | $ 51.13 | |||||||
Repurchase of common stock | $ 75,369,000 | $ 171,933,000 | ||||||
Repurchase of common stock (in dollars per share) | $ 59.87 | $ 36.11 | $ 57.07 | $ 35.23 | ||||
Remaining authorized repurchase amount | $ 327,500,000 | $ 327,500,000 | ||||||
Other than accelerated share repurchase program | ||||||||
Class of Stock [Line Items] | ||||||||
Repurchase of common stock (in shares) | 625,573 | 1,320,563 | ||||||
Repurchase of common stock | $ 37,500,000 | $ 47,400,000 | $ 75,400,000 | $ 171,900,000 |
Share-Based Awards and Option46
Share-Based Awards and Options - Share-based Compensation Expense and Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Share-based compensation expense | $ 7,005 | $ 5,079 | $ 13,472 | $ 9,145 |
Income tax benefit | $ 2,279 | $ 1,720 | $ 4,637 | $ 2,824 |
Share-Based Awards and Option47
Share-Based Awards and Options - Share-Based Awards (Details) - Share-Based Awards shares in Thousands | 6 Months Ended |
Nov. 30, 2015$ / sharesshares | |
Shares | |
Unvested at May 31, 2015 | shares | 1,848 |
Granted | shares | 450 |
Vested | shares | (620) |
Forfeited | shares | (37) |
Unvested at November 30, 2015 | shares | 1,641 |
Weighted-Average Grant-Date Fair Value | |
Unvested at May 31, 2015 (in dollars per share) | $ / shares | $ 29 |
Granted (in dollars per share) | $ / shares | 57 |
Vested (in dollars per share) | $ / shares | 27 |
Forfeited (in dollars per share) | $ / shares | 32 |
Unvested at November 30, 2015 (in dollars per share) | $ / shares | $ 37 |
Share-Based Awards and Option48
Share-Based Awards and Options - Share-Based Awards Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,005 | $ 5,079 | $ 13,472 | $ 9,145 |
Share-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of share-based awards vested | 17,600 | 14,600 | ||
Share-based compensation expense | 6,400 | $ 4,700 | 12,600 | $ 8,500 |
Compensation not yet recognized | $ 52,000 | $ 52,000 | ||
Total unrecognized compensation cost, weighted average period | 2 years 3 months 18 days |
Share-based Awards and Option49
Share-based Awards and Options - Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,005,000 | $ 5,079,000 | $ 13,472,000 | $ 9,145,000 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock authorized (in shares) | 4.8 | 4.8 | ||
Maximum employee subscription amount | $ 25,000 | |||
Maximum employee subscription rate | 20.00% | 20.00% | ||
Discounted market value | 85.00% | |||
Shares issued in period, net (in shares) | 2.3 | |||
Shares reserved for future issuance (in shares) | 2.5 | 2.5 | ||
Share-based compensation expense | $ 200,000 | $ 100,000 | $ 300,000 | $ 300,000 |
Weighted average grant-date fair value (in dollars per share) | $ 7 | $ 4 | $ 7 | $ 4 |
Discount from market price | 15.00% |
Share-Based Awards and Option50
Share-Based Awards and Options - Stock Options Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 145 | 400 | ||
Share-based compensation expense | $ 7,005 | $ 5,079 | $ 13,472 | $ 9,145 |
Aggregate intrinsic value of stock options exercised | 4,800 | 10,400 | ||
Total unrecognized compensation cost | $ 3,300 | $ 3,300 | ||
Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair market value, percentage | 100.00% | 100.00% | ||
Stock option term | 10 years | |||
Share-based compensation expense | $ 400 | $ 200 | $ 600 | $ 300 |
Total unrecognized compensation cost, weighted average period | 2 years 3 months 20 days | |||
Stock Option Plan 2011 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value for each option granted | $ 16 | $ 9 | $ 16 | $ 9 |
Granted Before Fiscal 2015 | Employee stock option | Performance period. year one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 25.00% | |||
Granted Before Fiscal 2015 | Employee stock option | Performance period, year two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 25.00% | |||
Granted Before Fiscal 2015 | Employee stock option | Performance period, year three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 25.00% | |||
Granted Before Fiscal 2015 | Employee stock option | Performance period, year four | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 25.00% | |||
Granted Fiscal 2015 | Employee stock option | Performance period. year one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 33.00% | |||
Granted Fiscal 2015 | Employee stock option | Performance period, year two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 33.00% | |||
Granted Fiscal 2015 | Employee stock option | Performance period, year three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 33.00% |
Share-Based Awards and Option51
Share-Based Awards and Options - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | |
Options | |||
Outstanding, beginning of period (in shares) | 894 | ||
Granted (in shares) | 145 | 400 | |
Forfeited (in shares) | (6) | ||
Exercised (in shares) | (128) | ||
Outstanding, end of period (in shares) | 905 | 894 | |
Options vested and exercisable (in shares) | 586 | ||
Weighted-Average Exercise Price | |||
Outstanding, weighted average exercise price, beginning of period (in dollars per share) | $ 26 | ||
Granted, weighted average exercise price (in dollars per share) | 56 | ||
Forfeited, weighted average exercise price (in dollars per share) | 16 | ||
Exercised, weighted average exercise price (in dollars per share) | 23 | ||
Outstanding, weighted average exercise price, end of period (in dollars per share) | 31 | $ 26 | |
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 23 | ||
Outstanding, weighted average remaining contractual term | 5 years 8 months 12 days | 5 years 2 months 12 days | |
Options vested and exercisable, weighted average remaining contractual term | 4 years 12 days | ||
Outstanding, beginning aggregate intrinsic value | $ 23.9 | ||
Outstanding, ending aggregate intrinsic value | 37.3 | $ 23.9 | |
Options vested and exercisable, aggregate intrinsic value | $ 28.6 |
Share-Based Awards and Option52
Share-Based Awards and Options - Valuation Assumptions (Details) | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.62% | 1.57% |
Expected volatility | 28.65% | 23.65% |
Dividend yield | 0.10% | 0.13% |
Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years | 5 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities | 0 | 0 | 100,000 | 0 |
Basic weighted-average shares outstanding | 129,505,000 | 134,754,000 | 129,919,000 | 135,528,000 |
Plus: Dilutive effect of stock options and other share-based awards | 848,000 | 720,000 | 833,000 | 830,000 |
Diluted weighted-average shares outstanding | 130,353,000 | 135,474,000 | 130,752,000 | 136,358,000 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance, beginning balance | $ 863,553 | $ 1,132,799 | ||
Other comprehensive income (loss), net of income tax | $ (38,777) | $ (90,305) | (63,614) | (113,009) |
Balance, ending balance | 926,099 | 1,022,236 | 926,099 | 1,022,236 |
Other comprehensive income (loss) attributable to noncontrolling interest | (6,300) | (6,900) | (4,400) | (12,100) |
Foreign Currency Translation | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance, beginning balance | (206,124) | (15,992) | (178,309) | 1,583 |
Other comprehensive income (loss), net of income tax | (31,568) | (80,930) | (59,383) | (98,505) |
Balance, ending balance | (237,692) | (96,922) | (237,692) | (96,922) |
Unrealized Gains (Losses) on Hedging Activities | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance, beginning balance | (2,794) | 0 | (3,874) | 0 |
Other comprehensive income (loss), net of income tax | (939) | (2,445) | 141 | (2,445) |
Balance, ending balance | (3,733) | (2,445) | (3,733) | (2,445) |
Defined Benefit Pension Plans | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance, beginning balance | (3,809) | (3,359) | (3,809) | (3,359) |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 |
Balance, ending balance | (3,809) | (3,359) | (3,809) | (3,359) |
Accumulated Other Comprehensive Loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance, beginning balance | (212,727) | (19,351) | (185,992) | (1,776) |
Other comprehensive income (loss), net of income tax | (32,507) | (83,375) | (59,242) | (100,950) |
Balance, ending balance | $ (245,234) | $ (102,726) | $ (245,234) | $ (102,726) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015USD ($)Country | Nov. 30, 2014USD ($) | Nov. 30, 2015USD ($)Country | Nov. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of countries in which entity operates | Country | 29 | 29 | ||
Revenues | $ 722,350 | $ 697,291 | $ 1,471,146 | $ 1,402,186 |
Operating income (loss) for segments | 123,165 | 123,984 | 260,937 | 248,382 |
Depreciation and amortization | 38,749 | 34,605 | 77,506 | 69,172 |
Gain (loss) on disposition of assets | 2,900 | |||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) for segments | (29,825) | (26,705) | (60,532) | (53,846) |
Depreciation and amortization | 1,248 | 1,598 | 2,861 | 3,198 |
North America | North America Segment | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 511,335 | 488,776 | 1,042,192 | 992,782 |
Operating income (loss) for segments | 79,121 | 74,246 | 162,635 | 152,183 |
Depreciation and amortization | 24,222 | 20,441 | 47,965 | 40,918 |
Europe | Europe Segment | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 158,016 | 159,974 | 326,373 | 322,762 |
Operating income (loss) for segments | 62,012 | 64,563 | 134,745 | 131,608 |
Depreciation and amortization | 9,921 | 10,072 | 20,265 | 21,108 |
Asia-Pacific | Asia Pacific Segment | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 52,999 | 48,541 | 102,581 | 86,642 |
Operating income (loss) for segments | 11,857 | 11,880 | 24,089 | 18,437 |
Depreciation and amortization | $ 3,358 | $ 2,494 | $ 6,415 | $ 3,948 |
Subsequent Event (Details)
Subsequent Event (Details) - Heartland Payment Systems, Inc - Subsequent Event | Dec. 15, 2015USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Cash received per outstanding share (in USD per share) | $ 53.28 |
Shares received per outstanding shares | shares | 0.6687 |
Transaction value | $ 4,300,000,000 |
Transaction value per share of acquiree common stock (in USD per share) | $ / shares | $ 100 |
Debt commitment letter | $ 4,780,000,000 |