Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 29, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | GLOBAL PAYMENTS INC | |
Entity Central Index Key | 1,123,360 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 159,544,874 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 794,977 | $ 919,762 |
Operating expenses: | ||
Cost of service | 252,386 | 455,936 |
Selling, general and administrative | 386,421 | 358,856 |
Total costs and expenses | 638,807 | 814,792 |
Operating income | 156,170 | 104,970 |
Other income (expense): | ||
Interest and other income | 11,694 | 1,607 |
Interest and other expense | (45,605) | (41,297) |
Total nonoperating income (expense) | (33,911) | (39,690) |
Income before income taxes | 122,259 | 65,280 |
Provision for income taxes | (24,673) | (12,321) |
Net income | 97,586 | 52,959 |
Less: Net income attributable to noncontrolling interests, net of income tax | (6,187) | (4,146) |
Net income attributable to Global Payments | $ 91,399 | $ 48,813 |
Earnings per share attributable to Global Payments: | ||
Basic earnings per share (USD per share) | $ 0.57 | $ 0.32 |
Diluted earnings per share (USD per share) | $ 0.57 | $ 0.32 |
UNAUDITED CONSOLIDATED STATEME3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 97,586 | $ 52,959 |
Other comprehensive income: | ||
Foreign currency translation adjustments | 13,324 | 34,336 |
Income tax benefit related to foreign currency translation adjustments | 399 | 0 |
Unrealized gains on hedging activities | 7,682 | 827 |
Reclassification of net unrealized (gains) losses on hedging activities to interest expense | (169) | 1,596 |
Income tax provision related to hedging activities | (1,865) | (910) |
Other, net | (52) | (217) |
Other comprehensive income, net of tax | 19,319 | 35,632 |
Comprehensive income | 116,905 | 88,591 |
Less: comprehensive income attributable to noncontrolling interests | (17,480) | (4,867) |
Comprehensive income attributable to Global Payments | $ 99,425 | $ 83,724 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,005,823 | $ 1,335,855 |
Accounts receivable, net of allowances for doubtful accounts of $1,949 and $1,827, respectively | 288,101 | 301,887 |
Settlement processing assets | 2,650,113 | 2,459,292 |
Prepaid expenses and other current assets | 213,841 | 206,545 |
Total current assets | 4,157,878 | 4,303,579 |
Goodwill | 5,714,945 | 5,703,992 |
Other intangible assets, net | 2,096,261 | 2,181,707 |
Property and equipment, net | 599,774 | 588,348 |
Deferred income taxes | 11,420 | 13,146 |
Other noncurrent assets | 323,019 | 207,297 |
Total assets | 12,903,297 | 12,998,069 |
Current liabilities: | ||
Settlement lines of credit | 447,617 | 635,166 |
Current portion of long-term debt | 107,479 | 100,308 |
Accounts payable and accrued liabilities | 1,039,379 | 1,039,607 |
Settlement processing obligations | 2,314,444 | 2,040,509 |
Total current liabilities | 3,908,919 | 3,815,590 |
Long-term debt | 4,176,851 | 4,559,408 |
Deferred income taxes | 452,470 | 436,879 |
Other noncurrent liabilities | 225,267 | 220,961 |
Total liabilities | 8,763,507 | 9,032,838 |
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; 159,532,631 issued and outstanding at March 31, 2018 and 159,180,317 issued and outstanding at December 31, 2017 | 0 | 0 |
Paid-in capital | 2,390,022 | 2,379,774 |
Retained earnings | 1,738,545 | 1,597,897 |
Accumulated other comprehensive loss | (176,961) | (183,144) |
Total Global Payments shareholders’ equity | 3,951,606 | 3,794,527 |
Noncontrolling interests | 188,184 | 170,704 |
Total equity | 4,139,790 | 3,965,231 |
Total liabilities and equity | $ 12,903,297 | $ 12,998,069 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances for doubtful accounts | $ 1,949 | $ 1,827 |
Preferred stock, par value (USD per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0 | $ 0 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 159,532,631 | 159,180,317 |
Common stock, shares outstanding (shares) | 159,532,631 | 159,180,317 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 97,586 | $ 52,959 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 33,918 | 24,984 |
Amortization of acquired intangibles | 87,825 | 84,049 |
Share-based compensation expense | 14,898 | 8,816 |
Provision for operating losses and bad debts | 9,237 | 13,482 |
Amortization of capitalized contract costs | 10,213 | 8,948 |
Deferred income taxes | 910 | (19,391) |
Other, net | (1,937) | 4,692 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable | 13,050 | 11,929 |
Settlement processing assets and obligations, net | 82,235 | 122,948 |
Prepaid expenses and other assets | (56,906) | (6,472) |
Accounts payable and other liabilities | (6,488) | (12,979) |
Net cash provided by operating activities | 284,541 | 293,965 |
Cash flows from investing activities: | ||
Capital expenditures | (43,775) | (46,219) |
Other, net | (1,586) | (422) |
Net cash used in investing activities | (45,361) | (46,641) |
Cash flows from financing activities: | ||
Net repayments of settlement lines of credit | (192,517) | (117,789) |
Proceeds from long-term debt | 309,000 | 149,000 |
Repayments of long-term debt | (687,820) | (189,732) |
Payment of debt issuance costs | (586) | (896) |
Proceeds from stock issued under share-based compensation plans | 2,613 | 1,149 |
Common stock repurchased - share-based compensation plans | (1,058) | (167) |
Distributions to noncontrolling interests | 0 | (8) |
Dividends paid | (1,593) | (1,522) |
Net cash used in financing activities | (571,961) | (159,965) |
Effect of exchange rate changes on cash | 2,749 | 11,707 |
Increase (decrease) in cash and cash equivalents | (330,032) | 99,066 |
Cash and cash equivalents, beginning of the period | 1,335,855 | 1,162,779 |
Cash and cash equivalents, end of the period | $ 1,005,823 | $ 1,261,845 |
UNAUDITED CONSOLIDATED STATEME7
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Global Payments Shareholders’ Equity | Number of Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance at beginning of period (shares) at Dec. 31, 2016 | 152,186,000 | ||||||
Balance at beginning of period at Dec. 31, 2016 | $ 2,779,342 | $ 2,630,791 | $ 1,816,278 | $ 1,137,230 | $ (322,717) | $ 148,551 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 52,959 | 48,813 | 48,813 | 4,146 | |||
Other comprehensive income, net of tax | 35,632 | 34,911 | 34,911 | 721 | |||
Stock issued under share-based compensation plans (shares) | 318,000 | ||||||
Stock issued under share-based compensation plans | 1,149 | 1,149 | 1,149 | ||||
Common stock repurchased - share based compensation plans (shares) | (1,000) | ||||||
Common stock repurchased - share-based compensation plans | (77) | (77) | (77) | ||||
Share-based compensation expense | 8,816 | 8,816 | 8,816 | ||||
Dissolution of a subsidiary | 0 | 7,998 | 7,998 | (7,998) | |||
Distributions to noncontrolling interest | (8) | (8) | |||||
Dividends paid ($0.01 per share) | (1,522) | (1,522) | (1,522) | ||||
Balance at end of period (shares) at Mar. 31, 2017 | 152,503,000 | ||||||
Balance at end of period at Mar. 31, 2017 | 2,876,291 | 2,730,879 | 1,826,166 | 1,192,519 | (287,806) | 145,412 | |
Balance at beginning of period (shares) at Dec. 31, 2017 | 159,180,000 | ||||||
Balance at beginning of period at Dec. 31, 2017 | 3,965,231 | 3,794,527 | 2,379,774 | 1,597,897 | (183,144) | 170,704 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 97,586 | 91,399 | 91,399 | 6,187 | |||
Other comprehensive income, net of tax | 19,319 | 8,026 | 8,026 | 11,293 | |||
Stock issued under share-based compensation plans (shares) | 418,000 | ||||||
Stock issued under share-based compensation plans | 2,613 | 2,613 | 2,613 | ||||
Common stock repurchased - share based compensation plans (shares) | (56,000) | ||||||
Common stock repurchased - share-based compensation plans | (6,411) | (6,411) | (6,411) | ||||
Share-based compensation expense | 14,898 | 14,898 | 14,898 | ||||
Repurchase of common stock (shares) | (9,000) | ||||||
Repurchase of common stock | (980) | (980) | (852) | (128) | |||
Dividends paid ($0.01 per share) | (1,593) | (1,593) | (1,593) | ||||
Balance at end of period (shares) at Mar. 31, 2018 | 159,533,000 | ||||||
Balance at end of period at Mar. 31, 2018 | 4,139,790 | 3,951,606 | $ 2,390,022 | 1,738,545 | (176,961) | $ 188,184 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of adoption of new accounting standard | $ 49,127 | $ 49,127 | $ 50,970 | $ (1,843) |
UNAUDITED CONSOLIDATED STATEME8
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends per share (USD per share) | $ 0.01 | $ 0.01 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
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 and software solutions delivering innovative services to our customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to accept various payment types and operate their businesses more efficiently. We distribute our services across a variety of channels to customers in 30 countries throughout North America, Europe, the Asia-Pacific region and Brazil and 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 payment technology services 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 December 31, 2017 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 but does not include all disclosures required by GAAP for annual financial statements. 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 December 31, 2017 . 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. Recently Adopted Accounting Pronouncements New Revenue Accounting Standard We adopted ASU 2014-09, as well as other clarifications and technical guidance issued by the Financial Accounting Standards Board ("FASB") related to this new revenue standard (collectively codified in Accounting Standards Codification ("ASC") Topic 606: Revenue from Contracts with Customers , "ASC 606" and ASC Subtopic 340-40: Other Assets and Deferred Costs - Contracts with Customers , "ASC 340-40"), on January 1, 2018. We elected the modified retrospective transition method, which resulted in a net increase to retained earnings of $51.0 million for the cumulative effect of applying the standard. The primary component of the cumulative-effect adjustment was the result of changes in the accounting for certain costs to obtain customer contracts and the related income tax effects, which resulted in increases to other noncurrent assets and deferred income tax liabilities of $64.6 million and $15.6 million , respectively. Previously, we amortized these assets to expense over the related contract term. Under ASC 340-40, we now amortize these assets over the expected period of benefit, which is generally longer than the initial contract term. Under the new standard, we also capitalized certain costs that were not previously capitalized, including certain commissions and related payroll taxes and certain costs incurred to fulfill a contract before the performance obligation has been satisfied, primarily compensation to employees engaged in customer implementation activities in our technology-enabled businesses. Under the modified retrospective transition method, we are required to provide additional disclosures during 2018 of the amount by which each financial statement line item is affected in the current reporting period, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes, if any. The table below summarizes the effects of ASC 606 and ASC 340-40 on line items in our consolidated statement of income for the three months ended March 31, 2018 and our consolidated balance sheet as of March 31, 2018 . There was no effect on net cash flows from operating, investing or financing activities for the period. As Reported Effects of New Accounting Standard Without Effects of New Accounting Standard (in thousands) Statement of Income Items Revenues (1) $ 794,977 $ 250,593 $ 1,045,570 Cost of service (2) 252,386 236,919 489,305 Selling, general and administrative expenses (3) 386,421 23,821 410,242 Provision for income taxes (24,673 ) 2,289 (22,384 ) Balance Sheet Items Assets: Accounts receivable, net of allowances for doubtful accounts $ 288,101 $ (1,436 ) $ 286,665 Prepaid expenses and other current assets 213,841 485 214,326 Deferred income taxes 11,420 1,103 12,523 Other noncurrent assets (4) 323,019 (73,247 ) 249,772 Liabilities: Accounts payable and accrued liabilities $ 1,039,379 $ (156 ) $ 1,039,223 Deferred income taxes (5) 452,470 (15,735 ) 436,735 Other noncurrent liabilities 225,267 (465 ) 224,802 Shareholders' Equity: Retained earnings (6) $ 1,738,545 $ (58,734 ) $ 1,679,811 Accumulated other comprehensive loss (176,961 ) 1,995 (174,966 ) (1) Reflects the presentation of revenue net of certain payments made to third parties, including payment networks, and the timing of revenue recognition related to certain of our customer contracts. (2) Primarily reflects the presentation of payment network fees as a reduction of revenue and the capitalization and amortization of certain contract costs. (3) Primarily reflects the presentation of certain payments made to third parties as a reduction of revenue and the capitalization and amortization of certain contract costs. (4) Primarily reflects the capitalization and amortization of certain contract costs. (5) Primarily reflects the income tax-effect of capitalization and amortization of certain contract costs. (6) Reflects the cumulative effect of adopting the new accounting standard and the net effect thereof on the statement of income for the period presented. Other Recently Adopted Accounting Standards Updates In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ." The ASU expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. In addition, the amendments in this update modify disclosure requirements for presentation of hedging activities. Those modifications include a tabular disclosure related to the effect on the income statement of fair value and cash flow hedges and eliminate the requirement to disclose the ineffective portion of the change in fair value of hedging instruments, if any. We adopted ASU 2017-12 on January 1, 2018 with no effect on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business ." The ASU clarifies the definition of a business, which affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The new standard is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, with the expectation that fewer will qualify as acquisitions (or disposals) of businesses. The ASU became effective for us on January 1, 2018. These amendments will be applied prospectively from the date of adoption. The effect of ASU 2017-01 will be dependent upon the nature of future acquisitions or dispositions that we make, if any. There was no effect on the consolidated financial statements for the three months ended March 31, 2018. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ." The amendments in this update state that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory, such as intellectual property and property and equipment, when the transfer occurs. We adopted ASU 2016-16 on January 1, 2018 using the modified retrospective transition method with no effect on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ." The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures and limited liability companies) to be measured at fair value with changes in the fair value recognized through earnings. Equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this update. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments also require enhanced disclosures about those investments. We adopted ASU 2016-01 on January 1, 2018 using the modified retrospective transition method with no material effect on our consolidated financial statements. Recently Issued Pronouncements Not Yet Adopted New Lease Accounting Standard In February 2016, the FASB issued ASU 2016-02, "Leases." The amendments in this update require lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases. In addition, several new disclosures will be required. In September 2017, the FASB issued ASU 2017-13, "Revenue Recognition" (Topic 605), "Revenue from Contracts with Customers" (Topic 606), "Leases" (Topic 840) and "Leases" (Topic 842), which provide additional implementation guidance on the previously issued ASU 2016-02. Although early adoption is permitted, we expect to adopt ASU 2016-02 when it becomes effective for us on January 1, 2019. As issued, the standard would require a modified retrospective transition under which lessees must recognize and measure leases at the beginning of the earliest period presented. The FASB is currently considering an option to allow these entities to choose that transition method or to recognize the effects of applying the new standard as a cumulative-effect adjustment to retained earnings as of the adoption date, which would not require a recast of comparative periods. We have not completed our evaluation of the effect of ASU 2016-02 or ASU 2017-13 on our consolidated financial statements; however, we expect to recognize right of use assets and liabilities for our operating leases in the balance sheet upon adoption. To evaluate the potential effects of this new accounting standard on our consolidated financial statements, we are currently analyzing our existing leases, which primarily include real estate leases for office space throughout the markets in which we conduct business. We expect that we will have to implement new accounting processes and internal controls to meet the requirements for financial reporting and disclosures of our leases and are coordinating with various internal stakeholders to evaluate, design and implement these new processes and controls. We are also evaluating the process by which we will make the necessary calculations to support the requirements of the new accounting standard. We expect these evaluation and implementation activities will continue throughout most of 2018 prior to the effective date of adoption on January 1, 2019. Other Accounting Standards Updates Not Yet Adopted In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." This ASU provides an option to reclassify stranded tax effects within accumulated other comprehensive income ("AOCI") to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 U.S. Tax Act (or portion thereof) is recorded. This ASU requires disclosure of a description of the accounting policy for releasing income tax effects from AOCI; whether election is made to reclassify the stranded income tax effects from the 2017 U.S. Tax Act; and information about the income tax effects that are reclassified. This ASU is effective for annual and interim periods beginning after December 15, 2018. We are evaluating the effect of ASU 2018-02 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ." The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. We are evaluating the effect of ASU 2016-13 on our consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS ACTIVE Network We acquired the communities and sports divisions of Athlaction Topco, LLC ("ACTIVE Network") on September 1, 2017 , for total purchase consideration of $1.2 billion . ACTIVE Network delivers cloud-based enterprise software, including payment technology solutions, to event organizers in the communities and health and fitness markets. This acquisition aligns with our technology-enabled, software driven strategy and adds an enterprise software business operating in two additional vertical markets that we believe offer attractive growth fundamentals. The following table summarizes the cash and non-cash components of the consideration transferred on September 1, 2017 (in thousands): Cash consideration paid to ACTIVE Network stockholders $ 599,497 Fair value of Global Payments common stock issued to ACTIVE Network stockholders 572,079 $ 1,171,576 We funded the cash consideration primarily by drawing on our Revolving Credit Facility (described in "Note 6 — Long-Term Debt and Lines of Credit"). The acquisition-date fair value of 6,357,509 shares of our common stock issued to the sellers was determined based on the share price of our common stock as of the acquisition date and the effect of certain transfer restrictions. This transaction was accounted for as a business combination, which requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. The accounting for this acquisition was not complete as of March 31, 2018 . The fair values of the assets acquired and the liabilities assumed have been determined provisionally and are subject to adjustment as we obtain additional information. In particular, additional time is needed to refine and review the results of the valuation of assets and liabilities and to evaluate the basis differences for assets and liabilities for financial reporting and tax purposes. The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, are as follows (in thousands): December 31, 2017 Measurement- Period Adjustments March 31, 2018 (in thousands) Cash and cash equivalents $ 42,913 $ — $ 42,913 Property and equipment 21,985 (133 ) 21,852 Identified intangible assets 410,545 — 410,545 Other assets 87,240 (142 ) 87,098 Deferred income taxes (31,643 ) — (31,643 ) Other liabilities (144,132 ) (387 ) (144,519 ) Total identifiable net assets 386,908 (662 ) 386,246 Goodwill 784,668 662 785,330 Total purchase consideration $ 1,171,576 $ — $ 1,171,576 The measurement-period adjustments were the result of continued refinement of certain estimates regarding the valuation of property and equipment, other assets and other liabilities. As of March 31, 2018 , we still considered these balances to be provisional because we were still in the process of gathering and reviewing information to support the valuation of identified intangible assets, certain tax positions and deferred income taxes. Goodwill of $785.3 million arising from the acquisition, included in the North America operating segment, was attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce. We expect that approximately 80% of the goodwill will be deductible for income tax purposes. The following reflects the provisional estimated fair values of the identified intangible assets and the respective weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 189,000 17 Acquired technology 153,300 9 Trademarks and trade names 59,400 15 Covenants-not-to-compete 8,845 3 Total estimated acquired intangible assets $ 410,545 13 The estimated fair value of customer-related intangible assets was determined using the income approach, which is based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. Acquired technology was valued using the replacement cost method, which required us to estimate the cost to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names were valued using the relief-from-royalty approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted-average cost of capital. The discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES We are a leading worldwide provider of payment technology and software solutions delivering innovative services to our customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to accept various payment types and operate their businesses more efficiently. We distribute our services across a variety of channels to customers. The following disclosures in this note are applicable for the three months ended March 31, 2018 . The following table presents a disaggregation of our revenue from contracts with customers by distribution channel for the three months ended March 31, 2018 : North America Europe Asia-Pacific Total (in thousands) Direct distribution: Relationship-led $ 226,420 $ 92,214 $ 35,242 $ 353,876 Technology-enabled 283,358 51,063 22,429 356,850 509,778 143,277 57,671 710,726 Wholesale 84,251 — — 84,251 $ 594,029 $ 143,277 $ 57,671 $ 794,977 ASC 606 requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three months ended March 31, 2018 , substantially all of our revenues were recognized over time. Nature of our Customer Arrangements Our payment services customers contract with us for payment services, which we provide in exchange for consideration for completed transactions. Our payment solutions are similar around the world in that we enable our customers to accept card, electronic and digital-based payments at the point of sale. Our comprehensive service includes authorization services (including electronic draft capture), settlement and funding services, customer support and help-desk functions, chargeback resolution, payment security services, consolidated billing and statements and on-line reporting. In addition, we may sell or rent point-of-sale terminals or other equipment to customers. At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service that is distinct. For our payment services specifically, the nature of our promise to the customer is that we stand ready to process transactions the customer requests on a daily basis over the contract term. Since the timing and quantity of transactions to be processed by us is not determinable, we view payment services to comprise an obligation to stand ready to process as many transactions as the customer requires. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Therefore, we view payment services to comprise a series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. Accordingly, the promise to stand ready is accounted for as a single-series performance obligation. In order to provide our payment services, we route and clear each transaction through the applicable payment network. We obtain authorization for the transaction and request funds settlement from the card issuing financial institution through the payment network. When third parties are involved in the transfer of goods or services to our customer, we consider the nature of each specific promised good or service and apply judgment to determine whether we control the good or service before it is transferred to the customer or whether we are acting as an agent of the third party. To determine whether or not we control the good or service before it is transferred to the customer, we assess indicators including whether we or the third party is primarily responsible for fulfillment and which party has discretion in determining pricing for the good or service, as well as other considerations. Based on our assessment of these indicators, we have concluded that our promise to our customer to provide our payment services is distinct from the services provided by the card issuing financial institutions and payment networks in connection with payment transactions. We do not have the ability to direct the use of and obtain substantially all of the benefits of the services provided by the card issuing financial institutions and payment networks before those services are transferred to our customer, and on that basis, we do not control those services prior to being transferred to our customer. As a result, we present our revenue net of the interchange fees charged by the card issuing financial institutions and the fees charged by the payment networks. The majority of our processing services are priced as a percentage of transaction value or a specified fee per transaction, depending on the card type. We also charge other per occurrence fees based on specific services that may be unrelated to the number of transactions or transaction value. Given the nature of the promise and the underlying fees based on unknown quantities or outcomes of services to be performed over the contract term, the total consideration is determined to be variable consideration. The variable consideration for our payment processing service is usage-based and therefore it specifically relates to our efforts to satisfy our payment services obligation. In other words, the variability is satisfied each day the service is provided to the customer. We directly ascribe variable fees to the distinct day of service to which it relates, and we consider the services performed each day in order to ascribe the appropriate amount of total fees to that day. Therefore, we measure revenue for our payment processing service on a daily basis based on the services that are performed on that day. Certain of our technology-enabled customer arrangements contain multiple promises, such as payment services (as aforementioned, a series of distinct days of service), perpetual software licenses, software-as-a-service ("SaaS"), maintenance, installation services, training and equipment, each of which is evaluated to determine whether it represents a separate performance obligation. SaaS arrangements are generally offered on a subscription basis, providing the customers with access to the SaaS platform along with general support and maintenance services. Because these promised services within our SaaS arrangements are delivered concurrently over the contract term, we account for these promises as if they are a single performance obligation that includes a series of distinct services with the same pattern of transfer to the customer. In addition, certain installation services are not considered distinct from the SaaS, and are therefore recognized over the expected period of benefit. Once we determine the performance obligations and the transaction price, including an estimate of any variable consideration, we then allocate the transaction price to each performance obligation in the contract using a relative standalone selling price method. We determine standalone selling price based on the price at which the good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price by considering all reasonably available information, including market conditions, trends or other company- or customer-specific factors. Substantially all of the performance obligations described above are satisfied over time. Only equipment sales, perpetual software licenses and certain professional services are generally transferred to the customer at a point in time. For certain other professional services that represent separate performance obligations, we generally use the input method and recognize revenue based on the number of hours incurred or services performed to date in relation to the total services expected to be required to satisfy the performance obligation. We satisfy the combined SaaS performance obligation by standing ready to provide access to the SaaS. Consideration for SaaS arrangements may consist of fixed- or usage-based fees. Revenue is recognized over the period for which the services are provided or by directly ascribing any variable fees to the distinct day of service based on the services that are performed on that day. Transaction Price Allocated to Future Performance Obligations ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations; however, as allowed by ASC 606, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. As described above, our most significant performance obligations consist of variable consideration under a stand-ready series of distinct days of service. Such variable consideration meets the specified criteria for the disclosure exclusion; therefore, the majority of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied is variable consideration that is not required for this disclosure. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. Accounts Receivable, Contract Assets and Contract Liabilities A contract with a customer creates legal rights and obligations. As we perform under customer contracts, our right to consideration that is unconditional is considered to be accounts receivable. If our right to consideration for such performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenues we have recognized in excess of the amount we have billed to the customer is recognized as a contract asset. Contract liabilities represent consideration received from customers in excess of revenues recognized. Contract assets and liabilities are presented net at the individual contract level in the consolidated balance sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations. Net contract liabilities included in accounts payable and accrued liabilities on our consolidated balance sheet were $99.4 million at March 31, 2018 and $100.6 million at January 1, 2018. Contract liabilities included in other noncurrent liabilities on our consolidated balance sheet were $8.1 million at March 31, 2018 and $6.0 million at January 1, 2018. Revenues for the three months ended March 31, 2018 included $40.6 million that was in contract liabilities at January 1, 2018. Net contract assets were not material at March 31, 2018 . Contract Costs We incur costs to obtain contracts with customers, including employee sales commissions and fees to business partners. At contract inception, we capitalize such costs that we expect to recover and that would not have been incurred if the contract had not been obtained. We also capitalize certain costs incurred to fulfill our contracts with customers that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract. At March 31, 2018 , we had net capitalized costs to obtain and fulfill contracts of $161.3 million and $7.3 million , respectively, included in other noncurrent assets on our consolidated balance sheet. Contract costs are amortized on a systematic basis consistent with the transfer to the customer of the goods or services to which the asset relates. A straight-line or proportional amortization method is used depending upon which method best depicts the pattern of transfer of the goods or services to the customer. In addition, these contract costs are evaluated for impairment by comparing, on a pooled basis, the expected future net cash flows from underlying customer relationships to the carrying amount of the capitalized contract costs. At March 31, 2018 , none of our capitalized contract costs were impaired. In order to determine the appropriate amortization period for contract costs, we consider a combination of factors, including customer attrition rates, estimated terms of customer relationships, the useful lives of technology we use to provide goods and services to our customers, whether future contract renewals are expected and if there is any incremental commission to be paid on a contract renewal. We amortize these assets over the expected period of benefit, which, based on the factors noted above, is typically 7 years . Costs to obtain a contract with an expected period of benefit of one year or less are recognized as an expense when incurred. During the three months ended March 31, 2018 , amortization of capitalized contract costs was $10.2 million . |
SETTLEMENT PROCESSING ASSETS AN
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS | 3 Months Ended |
Mar. 31, 2018 | |
Offsetting [Abstract] | |
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS | SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS As of March 31, 2018 and December 31, 2017 , settlement processing assets and obligations consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Settlement processing assets: Interchange reimbursement $ 288,551 $ 304,964 Receivable from members 27,563 104,339 Receivable from networks 2,340,677 2,055,390 Exception items 9,004 7,867 Merchant reserves (15,682 ) (13,268 ) $ 2,650,113 $ 2,459,292 Settlement processing obligations: Interchange reimbursement $ 91,873 $ 72,053 Liability to members (20,791 ) (20,369 ) Liability to merchants (2,249,416 ) (1,961,107 ) Exception items 7,709 6,863 Merchant reserves (139,587 ) (133,907 ) Reserve for operating losses and sales allowances (4,232 ) (4,042 ) $ (2,314,444 ) $ (2,040,509 ) |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS As of March 31, 2018 and December 31, 2017 , goodwill and other intangible assets consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Goodwill $ 5,714,945 $ 5,703,992 Other intangible assets: Customer-related intangible assets $ 2,083,957 $ 2,078,891 Acquired technologies 723,898 722,466 Trademarks and trade names 247,455 247,688 Contract-based intangible assets 138,088 171,522 3,193,398 3,220,567 Less accumulated amortization: Customer-related intangible assets 736,588 685,869 Acquired technologies 241,797 210,063 Trademarks and trade names 58,773 50,849 Contract-based intangible assets 59,979 92,079 1,097,137 1,038,860 $ 2,096,261 $ 2,181,707 The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2018 : North America Europe Asia-Pacific Total (in thousands) Balance at December 31, 2017 $ 4,896,491 $ 513,138 $ 294,363 $ 5,703,992 Effect of foreign currency translation (1,968 ) 16,116 (3,857 ) 10,291 Measurement-period adjustments 662 — — 662 Balance at March 31, 2018 $ 4,895,185 $ 529,254 $ 290,506 $ 5,714,945 There was no accumulated impairment loss as of March 31, 2018 or December 31, 2017 . |
LONG-TERM DEBT AND LINES OF CRE
LONG-TERM DEBT AND LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND LINES OF CREDIT | LONG-TERM DEBT AND LINES OF CREDIT As of March 31, 2018 and December 31, 2017 , long-term debt consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Credit Facility: Term loans (face amounts of $3,908,857 and $3,932,677 at March 31, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $34,527 and $37,961 at March 31, 2018 and December 31, 2017, respectively) $ 3,874,330 $ 3,894,716 Revolving Credit Facility 410,000 765,000 Total long-term debt 4,284,330 4,659,716 Less current portion of Credit Facility (face amounts of $115,829 and $108,979 at March 31, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $8,351 and $8,671 at March 31, 2018 and December 31, 2017, respectively) 107,479 100,308 Long-term debt, excluding current portion $ 4,176,851 $ 4,559,408 Maturity requirements on long-term debt as of March 31, 2018 by year are as follows (in thousands): Years ending December 31, 2018 $ 85,160 2019 141,912 2020 161,144 2021 180,376 2022 2,666,390 2023 1,083,875 Total $ 4,318,857 Credit Facility We are party to a credit facility agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions as lenders and other agents (as amended from time to time, the "Credit Facility"). On March 20, 2018 , we entered into the First Refinancing Facility Amendment (the "Refinancing Amendment") to our Second Amended and Restated Credit Agreement, dated July 31, 2015 (as amended from time to time, the "Credit Agreement"). The Refinancing Amendment provided a new term B loan (the "Term B-3 Loan") in an aggregate principal amount of $1.14 billion to refinance the entire amount of the Term B-2 Loan outstanding immediately prior to giving effect to this amendment. The amended per annum interest rate margins are: (i) 1.75% with respect to Eurocurrency rate loans and (ii) 0.75% with respect to base rate loans, each as defined in the Credit Agreement. As of March 31, 2018 , the Credit Facility provided for secured financing comprised of (i) a $1.25 billion revolving credit facility (the "Revolving Credit Facility"); (ii) a $1.5 billion term loan (the "Term A Loan"), (iii) a $1.3 billion term loan (the "Term A-2 Loan") and (iv) the Term B-3 Loan. Substantially all of the assets of our domestic subsidiaries are pledged as collateral under the Credit Facility. The Credit Facility provides for an interest rate, at our election, of either London Interbank Offered Rate ("LIBOR") or a base rate, in each case plus a margin. As of March 31, 2018 , the interest rates on the Term A Loan, the Term A-2 Loan and the Term B-3 Loan were 3.63% , 3.48% and 3.63% , respectively. The Term A Loan and the Term A-2 Loan mature, and the Revolving Credit Facility expires, on May 2, 2022 . The Term B-3 Loan matures on April 22, 2023 . The Term A Loan principal must be repaid in quarterly installments in the amount of 1.25% of principal through June 2019 , increasing to 1.875% of principal through June 2021 , and increasing to 2.50% of principal through March 2022 , with the remaining principal balance due upon maturity` in May 2022 . The Term A-2 Loan principal must be repaid in quarterly installments of $1.7 million through June 2018 , increasing to quarterly installments of $8.6 million through March 2022 , with the remaining balance due upon maturity in May 2022 . The Term B-3 Loan principal must be repaid in quarterly installments in the amount of 0.25% of principal through March 2023 , with the remaining principal balance due upon maturity in April 2023 . The Credit Facility allows us to issue standby letters of credit of up to $100 million in the aggregate under the Revolving Credit Facility. 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." The total available commitments under the Revolving Credit Facility at March 31, 2018 and December 31, 2017 were $827.6 million and $473.3 million , respectively. As of March 31, 2018 , the interest rate on the Revolving Credit Facility was 3.48% . In addition, we are required to pay a quarterly commitment fee on the unused portion of the Revolving Credit Facility at an applicable rate per annum ranging from 0.20% to 0.30% depending on our leverage ratio. The portion of deferred debt issuance costs related to the Revolving Credit Facility is included in other noncurrent assets, and the portion of deferred debt issuance costs related to the term loans is reported as a reduction to the carrying amount of the term loans. Debt issuance costs are amortized as an adjustment to interest expense over the terms of the respective facilities. Settlement Lines of Credit In various markets where we do business, we have specialized lines of credit, which are restricted for use in funding settlement. The settlement lines of credit generally have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our settlement lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding line of credit may exceed the stated credit limit. As of March 31, 2018 and December 31, 2017 , a total of $54.9 million and $59.3 million , respectively, of cash on deposit was used to determine the available credit. As of March 31, 2018 and December 31, 2017 , respectively, we had $447.6 million and $635.2 million outstanding under these lines of credit with additional capacity of $865.1 million as of March 31, 2018 to fund settlement. The weighted-average interest rate on these borrowings was 2.81% and 1.97% at March 31, 2018 and December 31, 2017 , respectively. During the three months ended March 31, 2018 , the maximum and average outstanding balances under these lines of credit were $740.9 million and $382.8 million , respectively. Compliance with Covenants The Credit Facility contains customary affirmative and restrictive covenants, including, among others, financial covenants based on our leverage and fixed charge coverage ratios, as defined in the agreement. As of March 31, 2018 , financial covenants under the Credit Facility required a leverage ratio no greater than: (i) 4.50 to 1.00 as of the end of any fiscal quarter ending during the period from July 1, 2017 through June 30, 2018 ; (ii) 4.25 to 1.00 as of the end of any fiscal quarter ending during the period from July 1, 2018 through June 30, 2019 ; and (iii) 4.00 to 1.00 as of the end of any fiscal quarter ending thereafter. The fixed charge coverage ratio is required to be no less than 2.25 to 1.00 . The Credit Facility and settlement lines of credit also include various other covenants that are customary in such borrowings. The Credit Facility includes covenants, subject in each case to exceptions and qualifications, that may restrict certain payments, including in certain circumstances, the payment of cash dividends in excess of our current rate of $0.01 per share per quarter. The Credit Facility also 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. We were in compliance with all applicable covenants as of and for the three months ended March 31, 2018 . 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. 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 portfolio cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income. 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 in the consolidated balance sheets: Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 30, 2018 Range of Maturity Dates March 31, 2018 December 31, 2017 (in thousands) Interest rate swaps (Notional of $500 million at March 31, 2018) Prepaid expenses and other current assets 1.52% February 28, 2019 $ 2,722 $ — Interest rate swaps (Notional of $800 million at March 31, 2018 and $1,300 million at December 31, 2017) Other noncurrent assets 1.63% December 31, 2019 - March 31, 2021 $ 13,998 $ 9,202 The table below presents the effects of our interest rate swaps on the consolidated statements of income and comprehensive income for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Amount of net unrealized gain recognized in other comprehensive income $ 7,682 $ 827 Amount of net gains (losses) reclassified out of other comprehensive income to interest expense $ 169 $ (1,596 ) As of March 31, 2018 , the amount of gain in accumulated other comprehensive loss 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 $45.5 million and $41.1 million for the three months ended March 31, 2018 and 2017 , respectively. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX On December 22, 2017 , the United States enacted the U.S. Tax Cuts and Jobs Act of 2017 (the "2017 U.S. Tax Act"). The 2017 U.S. Tax Act resulted in numerous changes, including a reduction in the U.S. federal tax rate from 35% to 21% effective January 1, 2018 and the transition of the U.S. federal tax system to a territorial regime. As of March 31, 2018 , we have not completed our accounting for the effects of the 2017 U.S. Tax Act; however, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax as of December 31, 2017 pursuant to guidance provided in SEC Staff Accounting Bulletin No. 118. We did not make any adjustment to these provisional amounts during the three months ended March 31, 2018 . We are continuing to gather additional information to complete our accounting for these items and expect to complete our accounting within the prescribed measurement period. Our effective income tax rates were 20.2% and 18.9% for the three months ended March 31, 2018 and March 31, 2017 , respectively. Our effective income tax rate for the three months ended March 31, 2017 differs from the U.S. statutory rate primarily due to income generated in international jurisdictions with lower 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 and the United Kingdom. We are no longer subject to state income tax examinations for years ended on or before May 31, 2008 , U.S. federal income tax examinations for fiscal years prior to 2013 and U.K. federal income tax examinations for years ended on or before May 31, 2014 . |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY We make repurchases of our common stock mainly through the use of open market purchases and, at times, through accelerated share repurchase programs. As of March 31, 2018 , we were authorized to repurchase up to $599.0 million of our common stock. During the three months ended March 31, 2018 , through open market repurchase plans, we repurchased and retired 8,926 shares of our common stock, at a cost of $1.0 million , or an average cost of $109.79 per share, including commissions. On April 27, 2018, our board of directors declared a dividend of $0.01 per share payable on June 29, 2018 to common shareholders of record as of June 15, 2018. |
SHARE-BASED AWARDS AND OPTIONS
SHARE-BASED AWARDS AND OPTIONS | 3 Months Ended |
Mar. 31, 2018 | |
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: Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Share-based compensation expense $ 14,898 $ 8,816 Income tax benefit $ 3,285 $ 3,065 Share-Based Awards The following table summarizes the changes in unvested restricted stock and performance awards for the three months ended March 31, 2018 : Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2017 1,226 $78.29 Granted 367 114.68 Vested (168 ) 77.15 Forfeited (16 ) 82.91 Unvested at March 31, 2018 1,409 $87.84 The total fair value of restricted stock and performance awards vested during the three months ended March 31, 2018 and March 31, 2017 was $13.0 million and $0.1 million , respectively. For restricted stock and performance awards, we recognized compensation expense of $13.8 million and $8.0 million during the three months ended March 31, 2018 and March 31, 2017 , respectively. As of March 31, 2018 , there was $ 82.6 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.2 years. Our restricted stock and performance award plans provide for accelerated vesting under certain conditions. Stock Options The following summarizes changes in stock option activity for the three months ended March 31, 2018 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2017 723 $47.79 6.4 $37.9 Granted 103 114.7 Exercised (23 ) 21.89 Outstanding at March 31, 2018 803 $57.11 6.8 $44.0 Options vested and exercisable at March 31, 2018 520 $40.66 5.6 $36.8 We recognized compensation expense for stock options of $0.7 million and $0.6 million during the three months ended March 31, 2018 and March 31, 2017 , respectively. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2018 and March 31, 2017 was $2.1 million and $2.8 million , respectively. As of March 31, 2018 , we had $6.3 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.4 years. The weighted-average grant-date fair value of each stock option granted during the three months ended March 31, 2018 and March 31, 2017 was $35.09 and $23.68 , respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Three Months Ended March 31, 2018 March 31, 2017 Risk-free interest rate 2.60% 1.99% Expected volatility 29% 30% Dividend yield 0.04% 0.06% Expected term (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 term 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 | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share ("EPS") is computed by dividing 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 EPS 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 EPS. 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 EPS. The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2018 and March 31, 2017 : Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Basic weighted-average number of shares outstanding 159,321 152,304 Plus: Dilutive effect of stock options and other share-based awards 714 951 Diluted weighted-average number of shares outstanding 160,035 153,255 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2018 | |
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, net of tax, were as follows for the three months ended March 31, 2018 and March 31, 2017 : Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at December 31, 2017 $ (185,856 ) $ 6,999 $ (4,287 ) $ (183,144 ) Other comprehensive income (loss), net of tax 2,430 5,648 (52 ) 8,026 Cumulative effect of adoption of new accounting standards (1,843 ) — — (1,843 ) Balance at March 31, 2018 $ (185,269 ) $ 12,647 $ (4,339 ) $ (176,961 ) Balance at December 31, 2016 $ (318,450 ) $ (640 ) $ (3,627 ) $ (322,717 ) Other comprehensive income (loss), net of tax 33,615 1,513 (217 ) 34,911 Balance at March 31, 2017 $ (284,835 ) $ 873 $ (3,844 ) $ (287,806 ) Other comprehensive income attributable to noncontrolling interests, which relates only to foreign currency translation, was approximately $11.3 million and $0.7 million for the three months ended March 31, 2018 and March 31, 2017 , respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We evaluate performance and allocate resources based on the operating income of each operating segment. The operating income of each operating segment includes the revenues of the segment less 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 and provision for income taxes are not allocated to the individual segments. We do not evaluate the performance of or allocate resources to our operating segments using asset data. The accounting policies of the reportable operating segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2017 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 was as follows for the three months ended March 31, 2018 and March 31, 2017 : Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Revenues (1) (2) : North America $ 594,029 $ 687,044 Europe 143,277 165,549 Asia-Pacific 57,671 67,169 Consolidated revenues $ 794,977 $ 919,762 Operating income (loss) (2) : North America $ 125,404 $ 94,083 Europe 70,548 54,507 Asia-Pacific 23,774 19,754 Corporate (3) (63,556 ) (63,374 ) Consolidated operating income $ 156,170 $ 104,970 Depreciation and amortization (2) : North America $ 102,525 $ 92,708 Europe 12,745 11,576 Asia-Pacific 4,632 3,275 Corporate 1,841 1,474 Consolidated depreciation and amortization $ 121,743 $ 109,033 (1) As more fully described in "Note 1 —Basis of Presentation and Summary of Significant Accounting Policies" and "Note 3 —Revenues," we adopted a new revenue accounting standard on January 1, 2018 that results in revenue being presented net of certain fees that we paid to third parties. This change in presentation affected our reported revenues and operating expenses during the three months ended March 31, 2018 by the same amount and had no effect on operating income. (2) Revenues, operating income and depreciation and amortization reflect the effect of acquired businesses from the respective dates of acquisition. For further discussion, see "Note 2 — Acquisitions." (3) During the three months ended March 31, 2018 and March 31, 2017 , respectively, operating loss for Corporate included integration expenses of $18.3 million and $26.1 million . |
BASIS OF PRESENTATION AND SUM21
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Business, consolidation and presentation | Business, consolidation and presentation — We are a leading worldwide provider of payment technology and software solutions delivering innovative services to our customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to accept various payment types and operate their businesses more efficiently. We distribute our services across a variety of channels to customers in 30 countries throughout North America, Europe, the Asia-Pacific region and Brazil and 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 payment technology services 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 December 31, 2017 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 but does not include all disclosures required by GAAP for annual financial statements. 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 December 31, 2017 . |
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. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements New Revenue Accounting Standard We adopted ASU 2014-09, as well as other clarifications and technical guidance issued by the Financial Accounting Standards Board ("FASB") related to this new revenue standard (collectively codified in Accounting Standards Codification ("ASC") Topic 606: Revenue from Contracts with Customers , "ASC 606" and ASC Subtopic 340-40: Other Assets and Deferred Costs - Contracts with Customers , "ASC 340-40"), on January 1, 2018. We elected the modified retrospective transition method, which resulted in a net increase to retained earnings of $51.0 million for the cumulative effect of applying the standard. The primary component of the cumulative-effect adjustment was the result of changes in the accounting for certain costs to obtain customer contracts and the related income tax effects, which resulted in increases to other noncurrent assets and deferred income tax liabilities of $64.6 million and $15.6 million , respectively. Previously, we amortized these assets to expense over the related contract term. Under ASC 340-40, we now amortize these assets over the expected period of benefit, which is generally longer than the initial contract term. Under the new standard, we also capitalized certain costs that were not previously capitalized, including certain commissions and related payroll taxes and certain costs incurred to fulfill a contract before the performance obligation has been satisfied, primarily compensation to employees engaged in customer implementation activities in our technology-enabled businesses. Under the modified retrospective transition method, we are required to provide additional disclosures during 2018 of the amount by which each financial statement line item is affected in the current reporting period, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes, if any. The table below summarizes the effects of ASC 606 and ASC 340-40 on line items in our consolidated statement of income for the three months ended March 31, 2018 and our consolidated balance sheet as of March 31, 2018 . There was no effect on net cash flows from operating, investing or financing activities for the period. As Reported Effects of New Accounting Standard Without Effects of New Accounting Standard (in thousands) Statement of Income Items Revenues (1) $ 794,977 $ 250,593 $ 1,045,570 Cost of service (2) 252,386 236,919 489,305 Selling, general and administrative expenses (3) 386,421 23,821 410,242 Provision for income taxes (24,673 ) 2,289 (22,384 ) Balance Sheet Items Assets: Accounts receivable, net of allowances for doubtful accounts $ 288,101 $ (1,436 ) $ 286,665 Prepaid expenses and other current assets 213,841 485 214,326 Deferred income taxes 11,420 1,103 12,523 Other noncurrent assets (4) 323,019 (73,247 ) 249,772 Liabilities: Accounts payable and accrued liabilities $ 1,039,379 $ (156 ) $ 1,039,223 Deferred income taxes (5) 452,470 (15,735 ) 436,735 Other noncurrent liabilities 225,267 (465 ) 224,802 Shareholders' Equity: Retained earnings (6) $ 1,738,545 $ (58,734 ) $ 1,679,811 Accumulated other comprehensive loss (176,961 ) 1,995 (174,966 ) (1) Reflects the presentation of revenue net of certain payments made to third parties, including payment networks, and the timing of revenue recognition related to certain of our customer contracts. (2) Primarily reflects the presentation of payment network fees as a reduction of revenue and the capitalization and amortization of certain contract costs. (3) Primarily reflects the presentation of certain payments made to third parties as a reduction of revenue and the capitalization and amortization of certain contract costs. (4) Primarily reflects the capitalization and amortization of certain contract costs. (5) Primarily reflects the income tax-effect of capitalization and amortization of certain contract costs. (6) Reflects the cumulative effect of adopting the new accounting standard and the net effect thereof on the statement of income for the period presented. Other Recently Adopted Accounting Standards Updates In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ." The ASU expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. In addition, the amendments in this update modify disclosure requirements for presentation of hedging activities. Those modifications include a tabular disclosure related to the effect on the income statement of fair value and cash flow hedges and eliminate the requirement to disclose the ineffective portion of the change in fair value of hedging instruments, if any. We adopted ASU 2017-12 on January 1, 2018 with no effect on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business ." The ASU clarifies the definition of a business, which affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The new standard is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, with the expectation that fewer will qualify as acquisitions (or disposals) of businesses. The ASU became effective for us on January 1, 2018. These amendments will be applied prospectively from the date of adoption. The effect of ASU 2017-01 will be dependent upon the nature of future acquisitions or dispositions that we make, if any. There was no effect on the consolidated financial statements for the three months ended March 31, 2018. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ." The amendments in this update state that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory, such as intellectual property and property and equipment, when the transfer occurs. We adopted ASU 2016-16 on January 1, 2018 using the modified retrospective transition method with no effect on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ." The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures and limited liability companies) to be measured at fair value with changes in the fair value recognized through earnings. Equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this update. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments also require enhanced disclosures about those investments. We adopted ASU 2016-01 on January 1, 2018 using the modified retrospective transition method with no material effect on our consolidated financial statements. Recently Issued Pronouncements Not Yet Adopted New Lease Accounting Standard In February 2016, the FASB issued ASU 2016-02, "Leases." The amendments in this update require lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases. In addition, several new disclosures will be required. In September 2017, the FASB issued ASU 2017-13, "Revenue Recognition" (Topic 605), "Revenue from Contracts with Customers" (Topic 606), "Leases" (Topic 840) and "Leases" (Topic 842), which provide additional implementation guidance on the previously issued ASU 2016-02. Although early adoption is permitted, we expect to adopt ASU 2016-02 when it becomes effective for us on January 1, 2019. As issued, the standard would require a modified retrospective transition under which lessees must recognize and measure leases at the beginning of the earliest period presented. The FASB is currently considering an option to allow these entities to choose that transition method or to recognize the effects of applying the new standard as a cumulative-effect adjustment to retained earnings as of the adoption date, which would not require a recast of comparative periods. We have not completed our evaluation of the effect of ASU 2016-02 or ASU 2017-13 on our consolidated financial statements; however, we expect to recognize right of use assets and liabilities for our operating leases in the balance sheet upon adoption. To evaluate the potential effects of this new accounting standard on our consolidated financial statements, we are currently analyzing our existing leases, which primarily include real estate leases for office space throughout the markets in which we conduct business. We expect that we will have to implement new accounting processes and internal controls to meet the requirements for financial reporting and disclosures of our leases and are coordinating with various internal stakeholders to evaluate, design and implement these new processes and controls. We are also evaluating the process by which we will make the necessary calculations to support the requirements of the new accounting standard. We expect these evaluation and implementation activities will continue throughout most of 2018 prior to the effective date of adoption on January 1, 2019. Other Accounting Standards Updates Not Yet Adopted In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." This ASU provides an option to reclassify stranded tax effects within accumulated other comprehensive income ("AOCI") to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 U.S. Tax Act (or portion thereof) is recorded. This ASU requires disclosure of a description of the accounting policy for releasing income tax effects from AOCI; whether election is made to reclassify the stranded income tax effects from the 2017 U.S. Tax Act; and information about the income tax effects that are reclassified. This ASU is effective for annual and interim periods beginning after December 15, 2018. We are evaluating the effect of ASU 2018-02 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ." The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. We are evaluating the effect of ASU 2016-13 on our consolidated financial statements. |
BASIS OF PRESENTATION AND SUM22
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Effects of ASC 606 Adoption on the Consolidated Statement of Income and Balance Sheet | The table below summarizes the effects of ASC 606 and ASC 340-40 on line items in our consolidated statement of income for the three months ended March 31, 2018 and our consolidated balance sheet as of March 31, 2018 . There was no effect on net cash flows from operating, investing or financing activities for the period. As Reported Effects of New Accounting Standard Without Effects of New Accounting Standard (in thousands) Statement of Income Items Revenues (1) $ 794,977 $ 250,593 $ 1,045,570 Cost of service (2) 252,386 236,919 489,305 Selling, general and administrative expenses (3) 386,421 23,821 410,242 Provision for income taxes (24,673 ) 2,289 (22,384 ) Balance Sheet Items Assets: Accounts receivable, net of allowances for doubtful accounts $ 288,101 $ (1,436 ) $ 286,665 Prepaid expenses and other current assets 213,841 485 214,326 Deferred income taxes 11,420 1,103 12,523 Other noncurrent assets (4) 323,019 (73,247 ) 249,772 Liabilities: Accounts payable and accrued liabilities $ 1,039,379 $ (156 ) $ 1,039,223 Deferred income taxes (5) 452,470 (15,735 ) 436,735 Other noncurrent liabilities 225,267 (465 ) 224,802 Shareholders' Equity: Retained earnings (6) $ 1,738,545 $ (58,734 ) $ 1,679,811 Accumulated other comprehensive loss (176,961 ) 1,995 (174,966 ) (1) Reflects the presentation of revenue net of certain payments made to third parties, including payment networks, and the timing of revenue recognition related to certain of our customer contracts. (2) Primarily reflects the presentation of payment network fees as a reduction of revenue and the capitalization and amortization of certain contract costs. (3) Primarily reflects the presentation of certain payments made to third parties as a reduction of revenue and the capitalization and amortization of certain contract costs. (4) Primarily reflects the capitalization and amortization of certain contract costs. (5) Primarily reflects the income tax-effect of capitalization and amortization of certain contract costs. (6) Reflects the cumulative effect of adopting the new accounting standard and the net effect thereof on the statement of income for the period presented. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Consideration Transferred in Business Acquisition | The following table summarizes the cash and non-cash components of the consideration transferred on September 1, 2017 (in thousands): Cash consideration paid to ACTIVE Network stockholders $ 599,497 Fair value of Global Payments common stock issued to ACTIVE Network stockholders 572,079 $ 1,171,576 |
Schedule of Assets Acquired and Liabilities Assumed | The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, are as follows (in thousands): December 31, 2017 Measurement- Period Adjustments March 31, 2018 (in thousands) Cash and cash equivalents $ 42,913 $ — $ 42,913 Property and equipment 21,985 (133 ) 21,852 Identified intangible assets 410,545 — 410,545 Other assets 87,240 (142 ) 87,098 Deferred income taxes (31,643 ) — (31,643 ) Other liabilities (144,132 ) (387 ) (144,519 ) Total identifiable net assets 386,908 (662 ) 386,246 Goodwill 784,668 662 785,330 Total purchase consideration $ 1,171,576 $ — $ 1,171,576 |
Schedule of Fair Values of Intangible Assets Acquired and Respective Weighted-Average Amortization Periods | The following reflects the provisional estimated fair values of the identified intangible assets and the respective weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 189,000 17 Acquired technology 153,300 9 Trademarks and trade names 59,400 15 Covenants-not-to-compete 8,845 3 Total estimated acquired intangible assets $ 410,545 13 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents a disaggregation of our revenue from contracts with customers by distribution channel for the three months ended March 31, 2018 : North America Europe Asia-Pacific Total (in thousands) Direct distribution: Relationship-led $ 226,420 $ 92,214 $ 35,242 $ 353,876 Technology-enabled 283,358 51,063 22,429 356,850 509,778 143,277 57,671 710,726 Wholesale 84,251 — — 84,251 $ 594,029 $ 143,277 $ 57,671 $ 794,977 |
SETTLEMENT PROCESSING ASSETS 25
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Offsetting [Abstract] | |
Schedule of Offsetting Assets | As of March 31, 2018 and December 31, 2017 , settlement processing assets and obligations consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Settlement processing assets: Interchange reimbursement $ 288,551 $ 304,964 Receivable from members 27,563 104,339 Receivable from networks 2,340,677 2,055,390 Exception items 9,004 7,867 Merchant reserves (15,682 ) (13,268 ) $ 2,650,113 $ 2,459,292 Settlement processing obligations: Interchange reimbursement $ 91,873 $ 72,053 Liability to members (20,791 ) (20,369 ) Liability to merchants (2,249,416 ) (1,961,107 ) Exception items 7,709 6,863 Merchant reserves (139,587 ) (133,907 ) Reserve for operating losses and sales allowances (4,232 ) (4,042 ) $ (2,314,444 ) $ (2,040,509 ) |
Schedule of Offsetting Liabilities | As of March 31, 2018 and December 31, 2017 , settlement processing assets and obligations consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Settlement processing assets: Interchange reimbursement $ 288,551 $ 304,964 Receivable from members 27,563 104,339 Receivable from networks 2,340,677 2,055,390 Exception items 9,004 7,867 Merchant reserves (15,682 ) (13,268 ) $ 2,650,113 $ 2,459,292 Settlement processing obligations: Interchange reimbursement $ 91,873 $ 72,053 Liability to members (20,791 ) (20,369 ) Liability to merchants (2,249,416 ) (1,961,107 ) Exception items 7,709 6,863 Merchant reserves (139,587 ) (133,907 ) Reserve for operating losses and sales allowances (4,232 ) (4,042 ) $ (2,314,444 ) $ (2,040,509 ) |
GOODWILL AND OTHER INTANGIBLE26
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | As of March 31, 2018 and December 31, 2017 , goodwill and other intangible assets consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Goodwill $ 5,714,945 $ 5,703,992 Other intangible assets: Customer-related intangible assets $ 2,083,957 $ 2,078,891 Acquired technologies 723,898 722,466 Trademarks and trade names 247,455 247,688 Contract-based intangible assets 138,088 171,522 3,193,398 3,220,567 Less accumulated amortization: Customer-related intangible assets 736,588 685,869 Acquired technologies 241,797 210,063 Trademarks and trade names 58,773 50,849 Contract-based intangible assets 59,979 92,079 1,097,137 1,038,860 $ 2,096,261 $ 2,181,707 |
Schedule of Carrying Amount of Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2018 : North America Europe Asia-Pacific Total (in thousands) Balance at December 31, 2017 $ 4,896,491 $ 513,138 $ 294,363 $ 5,703,992 Effect of foreign currency translation (1,968 ) 16,116 (3,857 ) 10,291 Measurement-period adjustments 662 — — 662 Balance at March 31, 2018 $ 4,895,185 $ 529,254 $ 290,506 $ 5,714,945 |
LONG-TERM DEBT AND LINES OF C27
LONG-TERM DEBT AND LINES OF CREDIT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | As of March 31, 2018 and December 31, 2017 , long-term debt consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Credit Facility: Term loans (face amounts of $3,908,857 and $3,932,677 at March 31, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $34,527 and $37,961 at March 31, 2018 and December 31, 2017, respectively) $ 3,874,330 $ 3,894,716 Revolving Credit Facility 410,000 765,000 Total long-term debt 4,284,330 4,659,716 Less current portion of Credit Facility (face amounts of $115,829 and $108,979 at March 31, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $8,351 and $8,671 at March 31, 2018 and December 31, 2017, respectively) 107,479 100,308 Long-term debt, excluding current portion $ 4,176,851 $ 4,559,408 |
Schedule of Maturities of Long-Term Debt | Maturity requirements on long-term debt as of March 31, 2018 by year are as follows (in thousands): Years ending December 31, 2018 $ 85,160 2019 141,912 2020 161,144 2021 180,376 2022 2,666,390 2023 1,083,875 Total $ 4,318,857 |
Schedule of Derivative Instruments | The table below presents the fair values of our derivative financial instruments designated as cash flow hedges included in the consolidated balance sheets: Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 30, 2018 Range of Maturity Dates March 31, 2018 December 31, 2017 (in thousands) Interest rate swaps (Notional of $500 million at March 31, 2018) Prepaid expenses and other current assets 1.52% February 28, 2019 $ 2,722 $ — Interest rate swaps (Notional of $800 million at March 31, 2018 and $1,300 million at December 31, 2017) Other noncurrent assets 1.63% December 31, 2019 - March 31, 2021 $ 13,998 $ 9,202 |
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 comprehensive income for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Amount of net unrealized gain recognized in other comprehensive income $ 7,682 $ 827 Amount of net gains (losses) reclassified out of other comprehensive income to interest expense $ 169 $ (1,596 ) |
SHARE-BASED AWARDS AND OPTIONS
SHARE-BASED AWARDS AND OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of 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: Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Share-based compensation expense $ 14,898 $ 8,816 Income tax benefit $ 3,285 $ 3,065 |
Schedule of Changes in Non-Vested Restricted Stock Awards Activity | The following table summarizes the changes in unvested restricted stock and performance awards for the three months ended March 31, 2018 : Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2017 1,226 $78.29 Granted 367 114.68 Vested (168 ) 77.15 Forfeited (16 ) 82.91 Unvested at March 31, 2018 1,409 $87.84 |
Schedule of Stock Option Activity | The following summarizes changes in stock option activity for the three months ended March 31, 2018 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2017 723 $47.79 6.4 $37.9 Granted 103 114.7 Exercised (23 ) 21.89 Outstanding at March 31, 2018 803 $57.11 6.8 $44.0 Options vested and exercisable at March 31, 2018 520 $40.66 5.6 $36.8 |
Schedule of Stock Option Valuation Assumptions | Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Three Months Ended March 31, 2018 March 31, 2017 Risk-free interest rate 2.60% 1.99% Expected volatility 29% 30% Dividend yield 0.04% 0.06% Expected term (years) 5 5 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted-Average Shares Outstanding | The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2018 and March 31, 2017 : Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Basic weighted-average number of shares outstanding 159,321 152,304 Plus: Dilutive effect of stock options and other share-based awards 714 951 Diluted weighted-average number of shares outstanding 160,035 153,255 |
ACCUMULATED OTHER COMPREHENSI30
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The changes in the accumulated balances for each component of other comprehensive loss, net of tax, were as follows for the three months ended March 31, 2018 and March 31, 2017 : Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at December 31, 2017 $ (185,856 ) $ 6,999 $ (4,287 ) $ (183,144 ) Other comprehensive income (loss), net of tax 2,430 5,648 (52 ) 8,026 Cumulative effect of adoption of new accounting standards (1,843 ) — — (1,843 ) Balance at March 31, 2018 $ (185,269 ) $ 12,647 $ (4,339 ) $ (176,961 ) Balance at December 31, 2016 $ (318,450 ) $ (640 ) $ (3,627 ) $ (322,717 ) Other comprehensive income (loss), net of tax 33,615 1,513 (217 ) 34,911 Balance at March 31, 2017 $ (284,835 ) $ 873 $ (3,844 ) $ (287,806 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Information on segments and reconciliations to consolidated revenues and consolidated operating income was as follows for the three months ended March 31, 2018 and March 31, 2017 : Three Months Ended March 31, 2018 March 31, 2017 (in thousands) Revenues (1) (2) : North America $ 594,029 $ 687,044 Europe 143,277 165,549 Asia-Pacific 57,671 67,169 Consolidated revenues $ 794,977 $ 919,762 Operating income (loss) (2) : North America $ 125,404 $ 94,083 Europe 70,548 54,507 Asia-Pacific 23,774 19,754 Corporate (3) (63,556 ) (63,374 ) Consolidated operating income $ 156,170 $ 104,970 Depreciation and amortization (2) : North America $ 102,525 $ 92,708 Europe 12,745 11,576 Asia-Pacific 4,632 3,275 Corporate 1,841 1,474 Consolidated depreciation and amortization $ 121,743 $ 109,033 (1) As more fully described in "Note 1 —Basis of Presentation and Summary of Significant Accounting Policies" and "Note 3 —Revenues," we adopted a new revenue accounting standard on January 1, 2018 that results in revenue being presented net of certain fees that we paid to third parties. This change in presentation affected our reported revenues and operating expenses during the three months ended March 31, 2018 by the same amount and had no effect on operating income. (2) Revenues, operating income and depreciation and amortization reflect the effect of acquired businesses from the respective dates of acquisition. For further discussion, see "Note 2 — Acquisitions." (3) During the three months ended March 31, 2018 and March 31, 2017 , respectively, operating loss for Corporate included integration expenses of $18.3 million and $26.1 million . |
BASIS OF PRESENTATION AND SUM32
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)segmentCountry | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||
Number of countries in which entity operates | Country | 30 | ||
Number of reportable segments | segment | 3 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Retained earnings | $ 1,738,545 | $ 1,597,897 | |
Other noncurrent assets | 323,019 | 207,297 | |
Deferred income tax liabilities | 452,470 | $ 436,879 | |
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Retained earnings | (58,734) | $ 51,000 | |
Other noncurrent assets | (73,247) | 64,600 | |
Deferred income tax liabilities | $ (15,735) | $ 15,600 |
BASIS OF PRESENTATION AND SUM33
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effects of ASC 606 Adoption on the Consolidated Income Statement and Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Statement of Income Items | ||||
Revenues | $ 794,977 | $ 919,762 | ||
Cost of service | 252,386 | 455,936 | ||
Selling, general and administrative expenses | 386,421 | 358,856 | ||
Provision for income taxes | (24,673) | $ (12,321) | ||
Assets: | ||||
Accounts receivable, net of allowances for doubtful accounts | 288,101 | $ 301,887 | ||
Prepaid expenses and other current assets | 213,841 | 206,545 | ||
Deferred income taxes | 11,420 | 13,146 | ||
Other noncurrent assets | 323,019 | 207,297 | ||
Liabilities: | ||||
Accounts payable and accrued liabilities | 1,039,379 | 1,039,607 | ||
Deferred income taxes | 452,470 | 436,879 | ||
Other noncurrent liabilities | 225,267 | 220,961 | ||
Shareholders' Equity: | ||||
Retained earnings | 1,738,545 | 1,597,897 | ||
Accumulated other comprehensive loss | (176,961) | $ (183,144) | ||
Without Effects of New Accounting Standard | ||||
Statement of Income Items | ||||
Revenues | 1,045,570 | |||
Cost of service | 489,305 | |||
Selling, general and administrative expenses | 410,242 | |||
Provision for income taxes | (22,384) | |||
Assets: | ||||
Accounts receivable, net of allowances for doubtful accounts | 286,665 | |||
Prepaid expenses and other current assets | 214,326 | |||
Deferred income taxes | 12,523 | |||
Other noncurrent assets | 249,772 | |||
Liabilities: | ||||
Accounts payable and accrued liabilities | 1,039,223 | |||
Deferred income taxes | 436,735 | |||
Other noncurrent liabilities | 224,802 | |||
Shareholders' Equity: | ||||
Retained earnings | 1,679,811 | |||
Accumulated other comprehensive loss | (174,966) | |||
Accounting Standards Update 2014-09 | Effects of New Accounting Standard | ||||
Statement of Income Items | ||||
Revenues | 250,593 | |||
Cost of service | 236,919 | |||
Selling, general and administrative expenses | 23,821 | |||
Provision for income taxes | 2,289 | |||
Assets: | ||||
Accounts receivable, net of allowances for doubtful accounts | (1,436) | |||
Prepaid expenses and other current assets | 485 | |||
Deferred income taxes | 1,103 | |||
Other noncurrent assets | (73,247) | $ 64,600 | ||
Liabilities: | ||||
Accounts payable and accrued liabilities | (156) | |||
Deferred income taxes | (15,735) | 15,600 | ||
Other noncurrent liabilities | (465) | |||
Shareholders' Equity: | ||||
Retained earnings | (58,734) | $ 51,000 | ||
Accumulated other comprehensive loss | $ 1,995 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - ACTIVE Network - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 01, 2017 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 1,171,576 | $ 1,171,576 | $ 1,171,576 | |
Number of shares issued as consideration (shares) | 6,357,509 | |||
Goodwill acquired | $ 785,330 | $ 784,668 | $ 785,300 | |
Expected tax deductible amount of goodwill (as a percent) | 80.00% | |||
Amortization period of intangible assets | 13 years |
ACQUISITIONS - Components of Co
ACQUISITIONS - Components of Consideration Transferred (Details) - ACTIVE Network - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 01, 2017 |
Business Acquisition [Line Items] | |||
Cash consideration paid to ACTIVE Network stockholders | $ 599,497 | ||
Fair value of Global Payments common stock issued to ACTIVE Network stockholders | 572,079 | ||
Total purchase consideration | $ 1,171,576 | $ 1,171,576 | $ 1,171,576 |
ACQUISITIONS - Acquisition Date
ACQUISITIONS - Acquisition Date Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 01, 2017 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||||
Measurement- Period Adjustments, Goodwill | $ 662 | |||
ACTIVE Network | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 42,913 | $ 42,913 | 42,913 | |
Measurement- Period Adjustments, Cash and cash equivalents | 0 | |||
Property and equipment | 21,852 | 21,985 | 21,852 | |
Measurement- Period Adjustments, Property and equipment | (133) | |||
Identified intangible assets | 410,545 | 410,545 | $ 410,545 | 410,545 |
Measurement- Period Adjustments, Identified intangible assets | 0 | |||
Other assets | 87,098 | 87,240 | 87,098 | |
Measurement- Period Adjustments, Other assets | (142) | |||
Deferred income taxes | (31,643) | (31,643) | (31,643) | |
Measurement- Period Adjustments, Deferred income taxes | 0 | |||
Other liabilities | (144,519) | (144,132) | (144,519) | |
Measurement- Period Adjustments, Other liabilities | 387 | |||
Total identifiable net assets | 386,246 | 386,908 | 386,246 | |
Measurement- Period Adjustments, Total identifiable net assets | (662) | |||
Goodwill | 785,330 | 784,668 | 785,300 | |
Measurement- Period Adjustments, Goodwill | 662 | |||
Total purchase consideration | $ 1,171,576 | $ 1,171,576 | $ 1,171,576 | |
Measurement- Period Adjustments, Total purchase consideration | $ 0 |
ACQUISITIONS - Schedule of Fair
ACQUISITIONS - Schedule of Fair Value of Intangible Assets (Details) - ACTIVE Network - USD ($) $ in Thousands | Sep. 01, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Estimated Fair Values | $ 410,545 | $ 410,545 | $ 410,545 |
Weighted-Average Estimated Amortization Periods | 13 years | ||
Customer-related intangible assets | |||
Business Acquisition [Line Items] | |||
Estimated Fair Values | $ 189,000 | ||
Weighted-Average Estimated Amortization Periods | 17 years | ||
Acquired technology | |||
Business Acquisition [Line Items] | |||
Estimated Fair Values | $ 153,300 | ||
Weighted-Average Estimated Amortization Periods | 9 years | ||
Trademarks and trade names | |||
Business Acquisition [Line Items] | |||
Estimated Fair Values | $ 59,400 | ||
Weighted-Average Estimated Amortization Periods | 15 years | ||
Covenants-not-to-compete | |||
Business Acquisition [Line Items] | |||
Estimated Fair Values | $ 8,845 | ||
Weighted-Average Estimated Amortization Periods | 3 years |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Jan. 01, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Current contract liabilities | $ 99.4 | $ 100.6 |
Noncurrent contract liabilities | 8.1 | $ 6 |
Deferred revenue recognized | 40.6 | |
Net capitalized costs to obtain a contract | 161.3 | |
Net capitalized costs to fulfill a contract | $ 7.3 | |
Amortization period of capitalized contract costs | 7 years | |
Amortization of capitalized contract costs | $ 10.2 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | $ 794,977 |
Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 710,726 |
Wholesale | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 84,251 |
Relationship-led | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 353,876 |
Technology-enabled | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 356,850 |
North America | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 594,029 |
North America | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 509,778 |
North America | Wholesale | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 84,251 |
North America | Relationship-led | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 226,420 |
North America | Technology-enabled | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 283,358 |
Europe | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 143,277 |
Europe | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 143,277 |
Europe | Wholesale | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Europe | Relationship-led | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 92,214 |
Europe | Technology-enabled | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 51,063 |
Asia-Pacific | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 57,671 |
Asia-Pacific | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 57,671 |
Asia-Pacific | Wholesale | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Asia-Pacific | Relationship-led | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 35,242 |
Asia-Pacific | Technology-enabled | Direct distribution | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | $ 22,429 |
SETTLEMENT PROCESSING ASSETS 40
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Settlement processing assets | ||
Total settlement processing assets | $ 2,650,113 | $ 2,459,292 |
Settlement processing obligations | ||
Total settlement processing obligations | (2,314,444) | (2,040,509) |
Merchant reserves | ||
Settlement processing assets | ||
Merchant reserves | (15,682) | (13,268) |
Settlement processing obligations | ||
Settlement liabilities, reserves | (139,587) | (133,907) |
Reserve for operating losses and sales allowances | ||
Settlement processing obligations | ||
Settlement liabilities, reserves | (4,232) | (4,042) |
Interchange reimbursement | ||
Settlement processing assets | ||
Settlement processing assets: | 288,551 | 304,964 |
Settlement processing obligations | ||
Settlement processing obligations: | 91,873 | 72,053 |
Receivable from members | ||
Settlement processing assets | ||
Settlement processing assets: | 27,563 | 104,339 |
Receivable from networks | ||
Settlement processing assets | ||
Settlement processing assets: | 2,340,677 | 2,055,390 |
Liability to members | ||
Settlement processing obligations | ||
Settlement processing obligations: | (20,791) | (20,369) |
Liability to merchants | ||
Settlement processing obligations | ||
Settlement processing obligations: | (2,249,416) | (1,961,107) |
Exception items | ||
Settlement processing assets | ||
Settlement processing assets: | 9,004 | 7,867 |
Settlement processing obligations | ||
Settlement processing obligations: | $ 7,709 | $ 6,863 |
GOODWILL AND OTHER INTANGIBLE41
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill and Intangible Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment of goodwill | $ 0 | $ 0 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 5,714,945,000 | 5,703,992,000 |
Other intangible assets: | ||
Other intangible assets | 3,193,398,000 | 3,220,567,000 |
Less accumulated amortization: | ||
Less accumulated amortization | 1,097,137,000 | 1,038,860,000 |
Other intangible assets, net | 2,096,261,000 | 2,181,707,000 |
Customer-related intangible assets | ||
Other intangible assets: | ||
Other intangible assets | 2,083,957,000 | 2,078,891,000 |
Less accumulated amortization: | ||
Less accumulated amortization | 736,588,000 | 685,869,000 |
Acquired technologies | ||
Other intangible assets: | ||
Other intangible assets | 723,898,000 | 722,466,000 |
Less accumulated amortization: | ||
Less accumulated amortization | 241,797,000 | 210,063,000 |
Trademarks and trade names | ||
Other intangible assets: | ||
Other intangible assets | 247,455,000 | 247,688,000 |
Less accumulated amortization: | ||
Less accumulated amortization | 58,773,000 | 50,849,000 |
Contract-based intangible assets | ||
Other intangible assets: | ||
Other intangible assets | 138,088,000 | 171,522,000 |
Less accumulated amortization: | ||
Less accumulated amortization | $ 59,979,000 | $ 92,079,000 |
GOODWILL AND OTHER INTANGIBLE42
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Roll-Forward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 5,703,992 |
Effect of foreign currency translation | 10,291 |
Measurement-period adjustments | 662 |
Balance at end of period | 5,714,945 |
North America | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 4,896,491 |
Effect of foreign currency translation | (1,968) |
Measurement-period adjustments | 662 |
Balance at end of period | 4,895,185 |
Europe | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 513,138 |
Effect of foreign currency translation | 16,116 |
Measurement-period adjustments | 0 |
Balance at end of period | 529,254 |
Asia-Pacific | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 294,363 |
Effect of foreign currency translation | (3,857) |
Measurement-period adjustments | 0 |
Balance at end of period | $ 290,506 |
LONG-TERM DEBT AND LINES OF C43
LONG-TERM DEBT AND LINES OF CREDIT - Narrative (Details) | Apr. 27, 2018$ / shares | Mar. 31, 2018USD ($)$ / sharesRate | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019 | Jun. 30, 2021 | Mar. 31, 2022USD ($) | Mar. 31, 2023 | Jun. 30, 2020 | Mar. 20, 2018USD ($)Rate | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 115,829,000 | $ 108,979,000 | ||||||||||
Other restrictions on payments of dividends (USD per share) | $ / shares | $ 0.01 | |||||||||||
Interest expense | $ 45,500,000 | $ 41,100,000 | ||||||||||
Secured Debt | Term Loan B-3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 1,140,000,000 | |||||||||||
Credit facility interest rate (as a percent) | Rate | 3.63% | |||||||||||
Secured Debt | Term Loan A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 1,500,000,000 | |||||||||||
Credit facility interest rate (as a percent) | Rate | 3.63% | |||||||||||
Secured Debt | Term Loan A-2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 1,300,000,000 | |||||||||||
Credit facility interest rate (as a percent) | Rate | 3.48% | |||||||||||
Secured Debt | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 1,250,000,000 | |||||||||||
Line of credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 740,900,000 | |||||||||||
Remaining borrowing capacity | 865,100,000 | |||||||||||
Repayments of lines of credit | 54,900,000 | 59,300,000 | ||||||||||
Amount outstanding under lines of credit | $ 447,600,000 | $ 635,200,000 | ||||||||||
Weighted-average interest rate of short-term debt (as a percent) | 2.81% | 1.97% | ||||||||||
Average outstanding balance | $ 382,800,000 | |||||||||||
Interest rate swap | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Accumulated other comprehensive income (loss) related to interest rate | $ 6,800,000 | |||||||||||
Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Other restrictions on payments of dividends (USD per share) | $ / shares | $ 0.01 | |||||||||||
Revolving Credit Facility | Fourth Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum interest coverage ratio | 2.25 | |||||||||||
Revolving Credit Facility | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate (as a percent) | Rate | 3.48% | |||||||||||
Revolving Credit Facility | Forecast | Term Loan B-3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Rate of quarterly installment payments (as a percent) | 0.25% | |||||||||||
Revolving Credit Facility | Forecast | Term Loan A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Rate of quarterly installment payments (as a percent) | 1.25% | 1.875% | 2.50% | |||||||||
Revolving Credit Facility | Forecast | Term Loan A-2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Periodic payment of debt | $ 1,700,000 | $ 8,600,000 | ||||||||||
Revolving Credit Facility | Forecast | Fourth Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum leverage ratio | 4.5 | 4.25 | 4 | |||||||||
Letter of Credit | Line of credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||||||
Standby letters of credit | Line of credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining borrowing capacity | $ 827,600,000 | $ 473,300,000 | ||||||||||
Minimum | Revolving Credit Facility | Fourth Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee rate (as a percent) | 0.20% | |||||||||||
Maximum | Revolving Credit Facility | Fourth Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee rate (as a percent) | 0.30% | |||||||||||
Eurocurrency | Secured Debt | Term Loan B-3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility interest rate (as a percent) | Rate | 1.75% | |||||||||||
Base Rate | Secured Debt | Term Loan B-3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility interest rate (as a percent) | Rate | 0.75% |
LONG-TERM DEBT AND LINES OF C44
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of Outstanding Debt (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 4,284,330,000 | $ 4,659,716,000 |
Less current portion of Credit Facility (face amounts of $115,829 and $108,979 at March 31, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $8,351 and $8,671 at March 31, 2018 and December 31, 2017, respectively) | 107,479,000 | 100,308,000 |
Long-term debt | 4,176,851,000 | 4,559,408,000 |
Face amount | 115,829,000 | 108,979,000 |
Unamortized debt issuance expense | 8,351,000 | 8,671,000 |
Term loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 3,874,330,000 | 3,894,716,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 410,000,000 | 765,000,000 |
Five Year Unsecured Term Loan Due February 2019 | Term loan | ||
Debt Instrument [Line Items] | ||
Face amount | 3,908,857,000 | 3,932,766,000 |
Unamortized debt issuance expense | $ 34,527,000 | $ 37,961,000 |
LONG-TERM DEBT AND LINES OF C45
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 85,160 |
2,019 | 141,912 |
2,020 | 161,144 |
2,021 | 180,376 |
2,022 | 2,666,390 |
2,023 | 1,083,875 |
Total | $ 4,318,857 |
LONG-TERM DEBT AND LINES OF C46
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of Derivative Instruments (Details) - Interest rate swap - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Prepaid expenses and other current assets | ||
Debt Instrument [Line Items] | ||
Weighted-average fixed rate of interest | 1.52% | |
Interest rate swaps | $ 2,722,000 | $ 0 |
Notional amount | $ 500,000,000 | 0 |
Other noncurrent assets | ||
Debt Instrument [Line Items] | ||
Weighted-average fixed rate of interest | 1.63% | |
Interest rate swaps | $ 13,998,000 | 9,202,000 |
Notional amount | $ 800,000,000 | $ 1,300,000,000 |
LONG-TERM DEBT AND LINES OF C47
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of Effect on Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivatives in cash flow hedging relationships: | ||
Amount of net unrealized gain recognized in other comprehensive income | $ 7,682 | $ 827 |
Amount of net gains (losses) reclassified out of other comprehensive income to interest expense | $ 169 | $ (1,596) |
INCOME TAX - Narrative (Details
INCOME TAX - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | 20.20% | 18.90% |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2018 | Mar. 31, 2018 |
Class of Stock [Line Items] | ||
Repurchase and retirement of common stock | $ 980 | |
Dividends declared (USD per share) | $ 0.01 | |
Other than accelerated share repurchase program | ||
Class of Stock [Line Items] | ||
Remaining authorized repurchase amount (up to) | $ 599,000 | |
Repurchase of common stock (shares) | 8,926 | |
Repurchase and retirement of common stock | $ 1,000 | |
Repurchase of common stock (USD per share) | $ 109.79 | |
Forecast | ||
Class of Stock [Line Items] | ||
Dividends declared (USD per share) | $ 0.01 |
SHARE-BASED AWARDS AND OPTION50
SHARE-BASED AWARDS AND OPTIONS - Share-Based Compensation Expense and Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based compensation expense | $ 14,898 | $ 8,816 |
Income tax benefit | $ 3,285 | $ 3,065 |
SHARE-BASED AWARDS AND OPTION51
SHARE-BASED AWARDS AND OPTIONS - Share-Based Awards (Details) - Share-Based Awards shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | shares | 1,226 |
Granted (shares) | shares | 367 |
Vested (shares) | shares | (168) |
Forfeited (shares) | shares | (16) |
Ending balance (shares) | shares | 1,409 |
Weighted-Average Grant-Date Fair Value | |
Beginning balance (USD per share) | $ / shares | $ 78.29 |
Granted (USD per share) | $ / shares | 114.68 |
Vested (USD per share) | $ / shares | 77.15 |
Forfeited (USD per share) | $ / shares | 82.91 |
Ending balance (USD per share) | $ / shares | $ 87.84 |
SHARE-BASED AWARDS AND OPTION52
SHARE-BASED AWARDS AND OPTIONS - Share-Based Awards Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 14,898 | $ 8,816 |
Share-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of share-based awards vested | 13,000 | 100 |
Share-based compensation expense | 13,800 | $ 8,000 |
Compensation not yet recognized | $ 82,600 | |
Weighted-average period of unrecognized compensation cost | 2 years 1 month 25 days |
SHARE-BASED AWARDS AND OPTION53
SHARE-BASED AWARDS AND OPTIONS - Stock Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 14,898 | $ 8,816 |
Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 700 | 600 |
Aggregate intrinsic value of stock options exercised | 2,100 | $ 2,800 |
Total unrecognized compensation cost | $ 6,300 | |
Weighted-average period of unrecognized compensation cost | 2 years 150 days | |
Weighted average grant date fair value for each option granted (USD per share) | $ 35.09 | $ 23.68 |
SHARE-BASED AWARDS AND OPTION54
SHARE-BASED AWARDS AND OPTIONS - Stock Option Activity (Details) - Employee stock option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Options | ||
Outstanding at beginning of period (shares) | 723 | |
Granted (shares) | 103 | |
Exercised (shares) | (23) | |
Outstanding at end of period (shares) | 803 | 723 |
Options vested and exercisable (shares) | 520 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (USD per share) | $ 47.79 | |
Granted (USD per share) | 114.70 | |
Exercised (USD per share) | 21.89 | |
Outstanding at end of period (USD per share) | 57.11 | $ 47.79 |
Options vested and exercisable (USD per share) | $ 40.66 | |
Weighted-Average Remaining Contractual Term | ||
Outstanding | 6 years 9 months | 6 years 5 months |
Options vested and exercisable | 5 years 7 months | |
Aggregate Intrinsic Value | ||
Outstanding | $ 44 | $ 37.9 |
Options vested and exercisable | $ 36.8 |
SHARE-BASED AWARDS AND OPTION55
SHARE-BASED AWARDS AND OPTIONS - Valuation Assumptions (Details) - Employee stock option | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 2.60% | 1.99% |
Expected volatility (as a percent) | 29.00% | 30.00% |
Dividend yield (as a percent) | 0.04% | 0.06% |
Expected term (years) | 5 years | 5 years |
EARNINGS PER SHARE - Summary (D
EARNINGS PER SHARE - Summary (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Basic weighted-average number of shares outstanding (shares) | 159,321 | 152,304 |
Plus: Dilutive effect of stock options and other share-based awards (shares) | 714 | 951 |
Diluted weighted-average number of shares outstanding (shares) | 160,035 | 153,255 |
ACCUMULATED OTHER COMPREHENSI57
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | ||
Foreign currency translation adjustment, other comprehensive income (loss) | $ (11.3) | $ (0.7) |
ACCUMULATED OTHER COMPREHENSI58
ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 3,794,527 | |
Other comprehensive income (loss), net of tax | 99,425 | $ 83,724 |
Cumulative effect of adoption of new accounting standards | 49,127 | |
Balance at end of period | 3,951,606 | |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (183,144) | (322,717) |
Other comprehensive income (loss), net of tax | 8,026 | 34,911 |
Cumulative effect of adoption of new accounting standards | (1,843) | |
Balance at end of period | (176,961) | (287,806) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (185,856) | (318,450) |
Other comprehensive income (loss), net of tax | 2,430 | 33,615 |
Cumulative effect of adoption of new accounting standards | (1,843) | |
Balance at end of period | (185,269) | (284,835) |
Unrealized Gains (Losses) on Hedging Activities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 6,999 | (640) |
Other comprehensive income (loss), net of tax | 5,648 | 1,513 |
Cumulative effect of adoption of new accounting standards | 0 | |
Balance at end of period | 12,647 | 873 |
Other | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (4,287) | (3,627) |
Other comprehensive income (loss), net of tax | (52) | (217) |
Cumulative effect of adoption of new accounting standards | 0 | |
Balance at end of period | $ (4,339) | $ (3,844) |
SEGMENT INFORMATION - Summary (
SEGMENT INFORMATION - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 794,977 | $ 919,762 |
Operating income (loss) for segments | 156,170 | 104,970 |
Depreciation and amortization | 121,743 | 109,033 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) for segments | (63,556) | (63,374) |
Depreciation and amortization | 1,841 | 1,474 |
Acquisition-related costs | 18,300 | 26,100 |
North America | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 594,029 | 687,044 |
Operating income (loss) for segments | 125,404 | 94,083 |
Depreciation and amortization | 102,525 | 92,708 |
Europe | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 143,277 | 165,549 |
Operating income (loss) for segments | 70,548 | 54,507 |
Depreciation and amortization | 12,745 | 11,576 |
Asia-Pacific | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 57,671 | 67,169 |
Operating income (loss) for segments | 23,774 | 19,754 |
Depreciation and amortization | $ 4,632 | $ 3,275 |