Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 27, 2019 | |
Cover page. | ||
Entity Central Index Key | 0001123360 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-16111 | |
Entity Registrant Name | GLOBAL PAYMENTS INC | |
Entity Incorporation, State or Country Code | GA | |
Entity Tax Identification Number | 58-2567903 | |
Entity Address, Address Line One | 3550 Lenox Road | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30326 | |
City Area Code | 770 | |
Local Phone Number | 829-8000 | |
Title of 12(b) Security | Common stock, no par value | |
Trading Symbol | GPN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 300,548,018 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,105,941 | $ 857,670 | $ 2,924,131 | $ 2,485,811 |
Operating expenses: | ||||
Cost of service | 427,720 | 265,013 | 1,035,225 | 781,943 |
Selling, general and administrative | 504,184 | 369,495 | 1,293,651 | 1,133,799 |
Total operating expenses | 931,904 | 634,508 | 2,328,876 | 1,915,742 |
Operating income | 174,037 | 223,162 | 595,255 | 570,069 |
Other income (expense): | ||||
Interest and other income | 11,232 | 3,134 | 20,342 | 17,397 |
Interest and other expense | (96,161) | (46,356) | (220,858) | (139,681) |
Total nonoperating income (expense) | (84,929) | (43,222) | (200,516) | (122,284) |
Income before income taxes | 89,108 | 179,940 | 394,739 | 447,785 |
Income tax benefit (expense) | 16,623 | 6,089 | (39,765) | (46,441) |
Net income | 105,731 | 186,029 | 354,974 | 401,344 |
Net income attributable to noncontrolling interests, net of income tax | (10,687) | (9,659) | (27,132) | (24,506) |
Net income attributable to Global Payments | $ 95,044 | $ 176,370 | $ 327,842 | $ 376,838 |
Earnings per share attributable to Global Payments: | ||||
Basic earnings per share (USD per share) | $ 0.54 | $ 1.12 | $ 2 | $ 2.37 |
Diluted earnings per share (USD per share) | $ 0.54 | $ 1.11 | $ 2 | $ 2.36 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 105,731 | $ 186,029 | $ 354,974 | $ 401,344 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (67,279) | (15,395) | (54,377) | (80,620) |
Income tax benefit (expense) related to foreign currency translation adjustments | 144 | 140 | 1,695 | (224) |
Net unrealized (losses) gains on hedging activities | (40,265) | 1,845 | (96,997) | 12,353 |
Reclassification of net unrealized losses (gains) on hedging activities to interest expense | 1,193 | (1,663) | (1,530) | (2,830) |
Income tax benefit (expense) related to hedging activities | 9,289 | (110) | 23,800 | (2,420) |
Other, net of tax | 37 | (58) | 165 | (59) |
Other comprehensive loss | (96,881) | (15,241) | (127,244) | (73,800) |
Comprehensive income | 8,850 | 170,788 | 227,730 | 327,544 |
Comprehensive income attributable to noncontrolling interests | (1,967) | (21,333) | (17,780) | (36,264) |
Comprehensive income attributable to Global Payments | $ 6,883 | $ 149,455 | $ 209,950 | $ 291,280 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,127,616 | $ 1,210,878 |
Accounts receivable, net | 868,133 | 348,400 |
Settlement processing assets | 1,556,307 | 1,600,222 |
Prepaid expenses and other current assets | 440,512 | 216,708 |
Total current assets | 4,992,568 | 3,376,208 |
Goodwill | 23,754,450 | 6,341,355 |
Other intangible assets, net | 13,184,391 | 2,488,618 |
Property and equipment, net | 1,423,271 | 653,542 |
Deferred income taxes | 12,477 | 8,128 |
Other noncurrent assets | 1,844,890 | 362,923 |
Total assets | 45,212,047 | 13,230,774 |
Current liabilities: | ||
Settlement lines of credit | 547,624 | 700,486 |
Current portion of long-term debt | 33,373 | 115,075 |
Accounts payable and accrued liabilities | 1,849,424 | 1,176,703 |
Settlement processing obligations | 1,852,731 | 1,276,356 |
Total current liabilities | 4,283,152 | 3,268,620 |
Long-term debt | 8,987,704 | 5,015,168 |
Deferred income taxes | 3,352,727 | 585,025 |
Other noncurrent liabilities | 632,746 | 175,618 |
Total liabilities | 17,256,329 | 9,044,431 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, no par value; 5,000,000 shares authorized and none issued | 0 | 0 |
Common stock, no par value; 400,000,000 shares authorized at September 30, 2019 and 200,000,000 shares authorized at December 31, 2018; 300,544,949 issued and outstanding at September 30, 2019 and 157,961,982 issued and outstanding at December 31, 2018 | 0 | 0 |
Paid-in capital | 25,904,804 | 2,235,167 |
Retained earnings | 2,297,897 | 2,066,415 |
Accumulated other comprehensive loss | (428,067) | (310,175) |
Total Global Payments shareholders’ equity | 27,774,634 | 3,991,407 |
Noncontrolling interests | 181,084 | 194,936 |
Total equity | 27,955,718 | 4,186,343 |
Total liabilities and equity | $ 45,212,047 | $ 13,230,774 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0 | $ 0 |
Preferred stock authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0 | $ 0 |
Common stock authorized (shares) | 400,000,000 | 200,000,000 |
Common stock issued (shares) | 300,544,949 | 157,961,982 |
Common stock outstanding (shares) | 300,544,949 | 157,961,982 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 354,974 | $ 401,344 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 132,043 | 105,734 |
Amortization of acquired intangibles | 345,455 | 263,714 |
Amortization of capitalized contract costs | 47,778 | 37,281 |
Share-based compensation expense | 55,791 | 44,937 |
Provision for operating losses and bad debts | 34,877 | 32,309 |
Deferred income taxes | (42,990) | (4,973) |
Other, net | 6,666 | (17,185) |
Changes in operating assets and liabilities, net of the effects of business combinations: | ||
Accounts receivable | (80,709) | (27,696) |
Settlement processing assets and obligations, net | 623,985 | (58,693) |
Prepaid expenses and other assets | (148,421) | (117,824) |
Accounts payable and other liabilities | 19,940 | 2,058 |
Net cash provided by operating activities | 1,349,389 | 661,006 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (334,383) | (769,082) |
Capital expenditures | (201,017) | (156,060) |
Other, net | 29,112 | (2,383) |
Net cash used in investing activities | (506,288) | (927,525) |
Cash flows from financing activities: | ||
Net (repayments of) borrowings from settlement lines of credit | (144,473) | 49,381 |
Proceeds from long-term debt | 6,704,838 | 1,606,214 |
Repayments of long-term debt | (6,097,229) | (1,468,505) |
Payments of debt issuance costs | (32,637) | (12,544) |
Repurchases of common stock | (233,995) | (180,897) |
Proceeds from stock issued under share-based compensation plans | 22,008 | 12,571 |
Common stock repurchased - share-based compensation plans | (49,037) | (44,824) |
Distributions to noncontrolling interests | (31,632) | (5,686) |
Preacquisition dividends paid to former TSYS shareholders | (23,240) | 0 |
Dividends paid | (4,727) | (4,750) |
Net cash provided by (used in) financing activities | 109,876 | (49,040) |
Effect of exchange rate changes on cash | (36,239) | (29,692) |
Increase (decrease) in cash and cash equivalents | 916,738 | (345,251) |
Cash and cash equivalents, beginning of the period | 1,210,878 | 1,335,855 |
Cash and cash equivalents, end of the period | $ 2,127,616 | $ 990,604 |
UNAUDITED CONSOLIDATED STATEM_4
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, 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 | 401,344 | 376,838 | 376,838 | 24,506 | |||
Other comprehensive income (loss) | (73,800) | (85,558) | (85,558) | 11,758 | |||
Stock issued under share-based compensation plans (shares) | 895,000 | ||||||
Stock issued under share-based compensation plans | 12,571 | 12,571 | 12,571 | ||||
Common stock repurchased - share based compensation plans (shares) | (277,000) | ||||||
Common stock repurchased - share-based compensation plans | (32,508) | (32,508) | (32,508) | ||||
Share-based compensation expense | 44,937 | 44,937 | 44,937 | ||||
Distributions to noncontrolling interest | $ (5,686) | (5,686) | |||||
Repurchase of common stock (shares) | (1,612,174) | (1,612,000) | |||||
Repurchase of common stock | $ (180,897) | (180,897) | (153,946) | (26,951) | |||
Dividends paid | (4,750) | (4,750) | (4,750) | ||||
Balance at end of period (shares) at Sep. 30, 2018 | 158,186,000 | ||||||
Balance at end of period at Sep. 30, 2018 | 4,175,568 | 3,974,286 | 2,250,828 | 1,994,003 | (270,545) | 201,282 | |
Balance at beginning of period (shares) at Jun. 30, 2018 | 158,071,000 | ||||||
Balance at beginning of period at Jun. 30, 2018 | 4,016,001 | 3,830,367 | 2,254,783 | 1,819,213 | (243,629) | 185,634 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 186,028 | 176,369 | 176,369 | 9,659 | |||
Other comprehensive income (loss) | (15,241) | (26,916) | (26,916) | 11,675 | |||
Stock issued under share-based compensation plans (shares) | 325,000 | ||||||
Stock issued under share-based compensation plans | 6,231 | 6,231 | 6,231 | ||||
Common stock repurchased - share based compensation plans (shares) | (210,000) | ||||||
Common stock repurchased - share-based compensation plans | (25,019) | (25,019) | (25,019) | ||||
Share-based compensation expense | 14,833 | 14,833 | 14,833 | ||||
Distributions to noncontrolling interest | (5,686) | (5,686) | |||||
Dividends paid | (1,579) | (1,579) | (1,579) | ||||
Balance at end of period (shares) at Sep. 30, 2018 | 158,186,000 | ||||||
Balance at end of period at Sep. 30, 2018 | 4,175,568 | 3,974,286 | 2,250,828 | 1,994,003 | (270,545) | 201,282 | |
Balance at beginning of period (shares) at Dec. 31, 2018 | 157,962,000 | ||||||
Balance at beginning of period at Dec. 31, 2018 | 4,186,343 | 3,991,407 | 2,235,167 | 2,066,415 | (310,175) | 194,936 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 354,974 | 327,842 | 327,842 | 27,132 | |||
Other comprehensive income (loss) | (127,244) | (117,892) | (117,892) | (9,352) | |||
Stock issued under share-based compensation plans (shares) | 750,000 | ||||||
Stock issued under share-based compensation plans | 22,008 | 22,008 | 22,008 | ||||
Common stock repurchased - share based compensation plans (shares) | (268,000) | ||||||
Common stock repurchased - share-based compensation plans | (41,190) | (41,190) | (41,190) | ||||
Share-based compensation expense | 55,791 | 55,791 | $ 55,791 | ||||
Issuance of common stock in connection with a business combination (shares) | 143,909,000 | ||||||
Issuance of common stock in connection with a business combination | 23,771,389 | 23,771,389 | $ 23,771,389 | ||||
Distributions to noncontrolling interest | $ (31,632) | (31,632) | |||||
Repurchase of common stock (shares) | (1,808,398) | (1,808,000) | |||||
Repurchase of common stock | $ (229,994) | (229,994) | (138,361) | (91,633) | |||
Dividends paid | (4,727) | (4,727) | (4,727) | ||||
Balance at end of period (shares) at Sep. 30, 2019 | 300,545,000 | ||||||
Balance at end of period at Sep. 30, 2019 | 27,955,718 | 27,774,634 | 25,904,804 | 2,297,897 | (428,067) | 181,084 | |
Balance at beginning of period (shares) at Jun. 30, 2019 | 156,675,000 | ||||||
Balance at beginning of period at Jun. 30, 2019 | 4,175,116 | 3,990,604 | 2,126,065 | 2,204,445 | (339,906) | 184,512 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 105,731 | 95,044 | 95,044 | 10,687 | |||
Other comprehensive income (loss) | (96,881) | (88,161) | (88,161) | (8,720) | |||
Stock issued under share-based compensation plans (shares) | 141,000 | ||||||
Stock issued under share-based compensation plans | 9,057 | 9,057 | 9,057 | ||||
Common stock repurchased - share based compensation plans (shares) | (180,000) | ||||||
Common stock repurchased - share-based compensation plans | (29,584) | (29,584) | (29,584) | ||||
Share-based compensation expense | 27,877 | 27,877 | $ 27,877 | ||||
Issuance of common stock in connection with a business combination (shares) | 143,909,000 | ||||||
Issuance of common stock in connection with a business combination | 23,771,389 | 23,771,389 | $ 23,771,389 | ||||
Distributions to noncontrolling interest | (5,395) | (5,395) | |||||
Dividends paid | (1,592) | (1,592) | (1,592) | ||||
Balance at end of period (shares) at Sep. 30, 2019 | 300,545,000 | ||||||
Balance at end of period at Sep. 30, 2019 | $ 27,955,718 | $ 27,774,634 | $ 25,904,804 | $ 2,297,897 | $ (428,067) | $ 181,084 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends per share (USD per share) | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.03 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
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 — Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise. On May 27, 2019 , we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Total System Services, Inc. ("TSYS") providing for the merger of TSYS with and into Global Payments, with Global Payments as the surviving entity (the "Merger"). We consummated the Merger on September 18, 2019 . Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers. Through our combination with TSYS, we are now a leading pure play payments technology company delivering innovative software and services to our customers globally. See "Note 2 —Acquisitions" for more information about the Merger. 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 ("SEC"). The consolidated balance sheet as of December 31, 2018 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 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, 2018 . 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 — In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, "Leases." ASU 2016-02 requires recognition of assets and liabilities for the rights and obligations created by leases and new disclosures about leases. We adopted ASU 2016-02, as well as other related clarifications and interpretive guidance issued by the FASB, on January 1, 2019 using the optional modified retrospective transition method. Under this transition method, we did not recast the prior period financial statements presented. We elected the transition package of three practical expedients, which among other things, allowed for the carryforward of historical lease classifications. We made an accounting policy election to not recognize assets or liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component for all of our then existing asset classes. In connection with the Merger, we acquired right-of-use assets that represent an additional asset class for computer equipment, for which we account for lease and nonlease components separately. The adoption of ASU 2016-02 resulted in the measurement and recognition of lease liabilities in the amount of $274.0 million and right-of-use assets in the amount of $236.0 million as of January 1, 2019. Lease liabilities were measured as the present value of remaining lease payments, and the corresponding right-of-use assets were measured at an amount equal to the lease liabilities adjusted by the amounts of certain assets and liabilities, such as prepaid rent and deferred lease obligations, that we previously recognized on the balance sheet prior to the initial application of ASU 2016-02. To calculate the present value of remaining lease payments, we elected to use an incremental borrowing rate based on the remaining lease term at transition. Recently Issued Pronouncements Not Yet Adopted — In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (A Consensus of the FASB Emerging Issues Task Force)." ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract. The new guidance amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. The amendments in this update also provide additional presentation and disclosure requirements, including requirements to disclose the nature of an entity’s hosting arrangements that are service contracts, as well as quantitative information about capitalized implementation costs and related amortization expense. The guidance will become effective for us on January 1, 2020. We expect to apply the guidance prospectively to all implementation costs incurred after the date of adoption. We are finalizing our comparison of the guidance in ASU 2018-15 to our current accounting and financial reporting practices for costs of implementation activities performed in cloud computing arrangements. We are also evaluating the need for changes to our internal controls. We have not yet completed our assessment or quantified the effect, if any, of ASU 2018-15 on our consolidated balance sheet or our statements of income and cash flows; however, our preliminary expectation is that the adoption of this standard will not have a material effect on our consolidated financial statements. We have historically capitalized implementation costs associated with cloud computing arrangements that are service contracts following the guidance in Subtopic 350-40 and expect to continue to do so pursuant to the clarifications provided in the new guidance. We expect to amortize deferred implementation costs to expense on a straight-line basis over the term of the applicable hosting arrangement. 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 instruments measured at amortized cost. The new model for current expected credit losses ("CECL") will require us to recognize an estimate of credit losses expected to occur over the remaining life of the financial instruments that are within the scope of the update, including accounts receivable and settlement processing assets, each of which are short-term in nature. Under current GAAP, credit losses on these financial instruments are not recognized until their occurrence is deemed to be probable. The guidance will become effective for us on January 1, 2020. In general, the new guidance will require modified retrospective application to all outstanding financial assets that are within the scope of the update, with a cumulative-effect adjustment, if any, recorded to retained earnings as of the date of adoption. We are continuing to evaluate the effect of ASU 2016-13 on our consolidated financial statements, including comparing how we currently measure and recognize our allowance for doubtful accounts on accounts receivable and our reserve for operating losses and sales allowances to how we would make such measurements applying the new CECL model. We have not yet completed our assessment or quantified the effect, if any, of ASU 2016-13 on our consolidated balance sheet or our statements of income and cash flows; however, we believe the adoption of this new standard may require expanded qualitative disclosures about our financial assets and related allowance for credit losses, as well as implementation of new or modified internal controls. As a result of the Merger, we have expanded our efforts to evaluate the effects of these new standards on the combined company, and we are incorporating TSYS into our evaluation. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS The transactions described below were accounted for as business combinations, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. Total System Services, Inc. Pursuant to the Merger Agreement, we acquired all of the outstanding common stock of TSYS at the closing on September 18, 2019 . Upon consummation of the Merger, holders of TSYS common stock received 0.8101 shares of Global Payments common stock for each share of TSYS common stock they owned at the effective time of the Merger (the "Exchange Ratio"). In addition, certain TSYS equity awards held by employees who were not executive officers, pursuant to their terms, vested automatically at closing ("Single-Trigger Awards") and were converted into the right to receive a number of shares of Global Payments common stock determined based on the Exchange Ratio. Also, pursuant to the Merger Agreement, we granted equity awards for approximately 2.2 million shares of Global Payments common stock to certain TSYS equity awards holders ("Replacement Awards"). Each such Replacement Award is subject to the same terms and conditions (including vesting and exercisability or payment terms) as applied to the corresponding TSYS equity award. We apportioned the fair value of the Replacement Awards between purchase consideration and amounts to be recognized in periods following the Merger as share-based compensation expense over the requisite service period of the Replacement Awards. The purchase consideration transferred to TSYS shareholders was valued at $23.8 billion . Total purchase consideration also included the amount of borrowings outstanding under TSYS's unsecured revolving credit facility together with accrued interest and fees that we were required to repay upon consummation of the Merger. The fair value of total purchase consideration was determined as follows (in thousands, except per share data): Shares of TSYS common stock issued and outstanding (including Single-Trigger Awards) 177,643 Exchange Ratio 0.8101 Shares of Global Payments common stock issued to TSYS shareholders 143,909 Price per share of Global Payments common stock $ 163.74 Fair value of common stock issued to TSYS shareholders (1) 23,563,568 Value of Replacement Awards attributable to purchase consideration 207,821 Cash paid to TSYS shareholders in lieu of fractional shares 1,352 Total purchase consideration transferred to TSYS shareholders 23,772,741 Repayment of TSYS's unsecured revolving credit facility (including accrued interest and fees) 702,212 Total purchase consideration $ 24,474,953 (1) Fair value of common stock issued to TSYS shareholders does not equal the product of shares of Global Payments common stock issued to TSYS shareholders and price per share of Global Payments common stock as presented in the table above due to the rounding of the number of shares in thousands. The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019 , including a reconciliation to the total purchase consideration, were as follows (in thousands): Cash and cash equivalents $ 446,027 Accounts receivable 443,783 Identified intangible assets 11,020,000 Property and equipment 695,560 Other assets 1,476,290 Accounts payable and accrued liabilities (594,558 ) Debt (3,295,284 ) Deferred income tax liabilities (2,843,643 ) Other liabilities (313,782 ) Total identifiable net assets 7,034,393 Goodwill 17,440,560 Total purchase consideration $ 24,474,953 As of September 30, 2019 , we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuations of the assets acquired and liabilities assumed. Goodwill arising from the acquisition of $17.4 billion , included in the TSYS segment as of September 30, 2019 , was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that substantially all of the goodwill from this acquisition will not be deductible for income tax purposes. Due to the timing of the Merger, we are still in the process of assigning goodwill to our reporting units. The following table reflects the provisional estimated fair values of the identified intangible assets of TSYS and the respective aggregated weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 6,330,000 18 Contract-based intangible assets 1,810,000 20 Acquired technologies 1,810,000 7 Trademarks and trade names 1,070,000 12 Total estimated identified intangible assets $ 11,020,000 14 From the acquisition date through September 30, 2019, TSYS contributed $147.5 million to our consolidated revenues and had an operating loss of approximately $11.1 million . Transaction costs directly related to the Merger were $53.5 million and $65.7 million for the three and nine months ended September 30, 2019 , respectively. The following unaudited pro forma information shows the results of our operations for the three and nine months ended September 30, 2019 and 2018 as if the Merger had occurred on January 1, 2018. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the Merger had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of TSYS. The unaudited pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Global Payments and TSYS. The pro forma adjustments include: • incremental amortization expense associated with identified intangible assets; • a reduction of revenues and operating expenses associated with fair value adjustments made to acquired assets and assumed liabilities, such as contract cost assets and contract liabilities; • a reduction of interest expense resulting from financing of the Merger, the repayment of TSYS's secured revolving credit facility and fair value adjustments applied to TSYS debt that we assumed; and • the income tax effects of the pro forma adjustments. In addition, the pro forma net income attributable to Global Payments includes recognition of transaction costs related to the Merger in earnings as of the beginning of the earliest period presented. Accordingly, pro forma net income attributable to Global Payments for the nine months ended September 30, 2018 includes approximately $150 million of transaction costs. Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Actual Pro Forma Actual Pro Forma (in thousands) Total revenues $ 1,105,941 $ 1,993,089 $ 857,670 $ 1,864,534 Net income attributable to Global Payments $ 95,044 $ 219,010 $ 176,370 $ 240,478 Nine Months Ended Nine Months Ended Actual Pro Forma Actual Pro Forma (in thousands) Total revenues $ 2,924,131 $ 5,866,522 $ 2,485,811 $ 5,469,240 Net income attributable to Global Payments $ 327,842 $ 614,317 $ 376,838 $ 407,899 SICOM Systems, Inc. On October 17, 2018 , we acquired SICOM Systems, Inc. ("SICOM") for total purchase consideration of $410.2 million , which we funded with cash on hand and incremental debt. SICOM is a provider of end-to-end enterprise, cloud-based software solutions and other technologies to quick service restaurants and food service management companies. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019 , including a reconciliation to the total purchase consideration, were as follows (in thousands): Cash and cash equivalents $ 7,540 Property and equipment 5,838 Identified intangible assets 188,294 Other assets 22,275 Deferred income liabilities (47,610 ) Other liabilities (31,350 ) Total identifiable net assets 144,987 Goodwill 265,214 Total purchase consideration $ 410,201 During the nine months ended September 30, 2019 , we made an adjustment of $0.4 million to reflect an increase in the total purchase consideration, which resulted in a corresponding increase in goodwill. Goodwill arising from the acquisition of $265.2 million , included in the North America segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that approximately $40 million of the goodwill from this acquisition will be deductible for income tax purposes. The following table reflects the estimated fair values of the identified intangible assets of SICOM and the respective aggregated weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 104,900 14 Acquired technologies 65,312 6 Trademarks and trade names 11,202 3 Contract-based intangible assets 6,880 5 Total estimated identified intangible assets $ 188,294 10 AdvancedMD, Inc. On September 4, 2018 , we acquired AdvancedMD, Inc. ("AdvancedMD") for total purchase consideration of $706.9 million , which we funded with cash on hand and incremental debt. AdvancedMD is a provider of cloud-based enterprise software solutions to small-to-medium sized ambulatory care physician practices. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019 , including a reconciliation to the total purchase consideration, were as follows (in thousands): Cash and cash equivalents $ 7,657 Property and equipment 5,672 Identified intangible assets 419,500 Other assets 11,785 Deferred income tax liabilities (94,044 ) Other liabilities (15,647 ) Total identifiable net assets 334,923 Goodwill 371,962 Total purchase consideration $ 706,885 During the nine months ended September 30, 2019 , we made measurement-period adjustments of $4.7 million primarily related to a reduction in deferred income tax liabilities, which resulted in a corresponding reduction in goodwill. Goodwill arising from the acquisition of $372.0 million , included in the North America segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that substantially all of the goodwill from this acquisition will not be deductible for income tax purposes. The following table reflects the estimated fair values of the identified intangible assets of AdvancedMD and the respective aggregated weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 303,100 11 Acquired technologies 83,700 5 Trademarks and trade names 32,700 15 Total estimated identified intangible assets $ 419,500 10 Valuation of Identified Intangible Assets |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The following tables present a disaggregation of our revenue from contracts with customers by distribution channel for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 310,389 $ 114,562 $ 29,829 $ — $ 454,780 Technology-enabled 369,147 50,388 28,851 — 448,386 679,536 164,950 58,680 — 903,166 Wholesale 55,305 — — — 55,305 734,841 164,950 58,680 — 958,471 TSYS — — — 147,470 147,470 $ 734,841 $ 164,950 $ 58,680 $ 147,470 $ 1,105,941 Three Months Ended September 30, 2018 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 254,593 $ 105,468 $ 33,612 $ — $ 393,673 Technology-enabled 317,206 52,116 22,759 — 392,081 571,799 157,584 56,371 — 785,754 Wholesale 71,916 — — — 71,916 643,715 157,584 56,371 — 857,670 TSYS — — — — — $ 643,715 $ 157,584 $ 56,371 $ — $ 857,670 Nine Months Ended September 30, 2019 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 882,026 $ 319,781 $ 93,990 $ — $ 1,295,797 Technology-enabled 1,061,094 148,387 85,321 — 1,294,802 1,943,120 468,168 179,311 — 2,590,599 Wholesale 186,062 — — — 186,062 2,129,182 468,168 179,311 — 2,776,661 TSYS — — — 147,470 147,470 $ 2,129,182 $ 468,168 $ 179,311 $ 147,470 $ 2,924,131 Nine Months Ended September 30, 2018 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 725,874 $ 300,642 $ 101,225 $ — $ 1,127,741 Technology-enabled 896,982 155,850 68,549 — 1,121,381 1,622,856 456,492 169,774 — 2,249,122 Wholesale 236,689 — — — 236,689 1,859,545 456,492 169,774 — 2,485,811 TSYS — — — — — $ 1,859,545 $ 456,492 $ 169,774 $ — $ 2,485,811 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 and nine months ended September 30, 2019 and 2018 , substantially all of our revenues were recognized over time. Supplemental balance sheet information related to contracts from customers as of September 30, 2019 and December 31, 2018 was as follows: Balance Sheet Location September 30, 2019 December 31, 2018 (in thousands) Assets: Capitalized costs to obtain customer contracts, net Other noncurrent assets $ 216,540 $ 194,616 Capitalized costs to fulfill customer contracts, net Other noncurrent assets $ 24,114 $ 12,954 Liabilities: Contract liabilities, net (current) Accounts payable and accrued liabilities $ 195,472 $ 146,947 Contract liabilities, net (noncurrent) Other noncurrent liabilities $ 28,039 $ 8,595 The increase in contract liabilities during the nine months ended September 30, 2019 was primarily attributable to contract liabilities assumed in the Merger. Net contract assets were not material at September 30, 2019 or at December 31, 2018. Revenue recognized for the three months ended September 30, 2019 and 2018 from contract liability balances at the beginning of each period was $52.0 million and $39.2 million , respectively. Revenue recognized for the nine months ended September 30, 2019 and 2018 from contract liability balances at the beginning of each period was $122.7 million and $90.2 million , respectively. ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. However, as permitted 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. Accordingly, the total unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in table below. Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 30, 2019 as follows (in thousands): Year ending December 31, Remainder of 2019 $ 228,002 2020 746,107 2021 608,080 2022 435,065 2023-2029 526,047 Total $ 2,543,301 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS As of September 30, 2019 and December 31, 2018 , goodwill and other intangible assets consisted of the following: September 30, 2019 December 31, 2018 (in thousands) Goodwill $ 23,754,450 $ 6,341,355 Other intangible assets: Customer-related intangible assets $ 8,812,560 $ 2,486,217 Acquired technologies 2,726,862 896,701 Contract-based intangible assets 1,981,156 178,391 Trademarks and trade names 1,357,763 289,588 14,878,341 3,850,897 Less accumulated amortization: Customer-related intangible assets 1,032,218 860,715 Acquired technologies 474,904 351,170 Contract-based intangible assets 75,804 67,160 Trademarks and trade names 111,024 83,234 1,693,950 1,362,279 $ 13,184,391 $ 2,488,618 The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 2019 : North America Europe Asia-Pacific TSYS Total (in thousands) Balance at December 31, 2018 $ 5,530,087 $ 484,761 $ 326,507 $ — $ 6,341,355 Effect of foreign currency translation 3,217 (19,533 ) (11,542 ) — (27,858 ) Goodwill acquired — — — 17,440,560 17,440,560 Measurement-period adjustments (4,370 ) — 4,763 — 393 Balance at September 30, 2019 $ 5,528,934 $ 465,228 $ 319,728 $ 17,440,560 $ 23,754,450 There were no accumulated impairment losses for goodwill as of September 30, 2019 or December 31, 2018 . |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | LEASES Our leases consist primarily of operating real estate leases for office space and data centers in the markets in which we conduct business. We also have operating and finance leases for computer and other equipment. Many of our leases include escalating rental payments and incentives, as well as termination and renewal options. Certain of our lease agreements provide that we pay the cost of property taxes, insurance and maintenance. As described in "Note 1 —Basis of Presentation and Summary of Significant Accounting Policies," we adopted ASU 2016-02 on January 1, 2019. Unless otherwise indicated, the following information in this footnote applies only to periods after December 31, 2018. We evaluate each of our lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease. A lease exists if we obtain substantially all of the economic benefits of, and have the right to control the use of, an asset for a period of time. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease agreement. We recognize right-of-use assets and lease liabilities at the lease commencement date based on the present values of fixed lease payments over the term of the lease. Right-of-use assets may also be adjusted to reflect any prepayments made or any incentive payments received. Operating lease costs and depreciation expense for finance leases are recognized as expense on a straight-line basis over the lease term. We consider a termination or renewal option in the determination of the lease term when it is reasonably certain that we will exercise that option. The weighted-average remaining lease term for operating and finance leases at September 30, 2019 was 7.5 years and 5.4 years, respectively. Because our leases generally do not provide a readily determinable implicit interest rate, we use an incremental borrowing rate to measure the lease liability and associated right-of-use asset at the lease commencement date. The incremental borrowing rate used is a fully collateralized rate that considers our credit rating, market conditions and the term of the lease at the lease commencement date. As of September 30, 2019 , the weighted-average discount rate used in the measurement of operating and finance lease liabilities was 4.1% and 2.8% , respectively. The effects of adopting ASU 2016-02 on our balance sheet as of January 1, 2019 are set forth in the table below. Adoption did not have a material effect on any line items in our consolidated statement of income or on our cash flows from operating activities, investing activities or financing activities included in our consolidated statement of cash flows. As of September 30, 2019 and January 1, 2019, right-of-use assets and lease liabilities consisted of the following: Balance Sheet Location September 30, 2019 January 1, 2019 (in thousands) Assets: Operating lease right-of-use assets: Real estate Other noncurrent assets $ 368,816 $ 231,720 Computer equipment Other noncurrent assets 85,961 — Other Other noncurrent assets 1,215 4,259 Total operating lease right-of-use-assets 455,992 235,979 Finance lease right-of-use assets: Computer equipment Property and equipment, net $ 22,020 $ — Other Property and equipment, net 4,702 — 26,722 — Less accumulated depreciation: Computer equipment Property and equipment, net (470 ) — Other Property and equipment, net (17 ) — Total accumulated depreciation (487 ) — Total finance lease right-of-use assets 26,235 — Total right-of-use assets (1) $ 482,227 $ 235,979 Liabilities: Operating lease liabilities (current) Accounts payable and accrued liabilities $ 88,280 $ 37,339 Operating lease liabilities (noncurrent) Other noncurrent liabilities 413,111 236,697 Finance lease liabilities (current) Current portion of long-term debt 6,414 — Finance lease liabilities (noncurrent) Long-term debt 27,852 — Total lease liabilities $ 535,657 $ 274,036 (1) Approximately 85% of our right-of-use assets are located in the United States. As of September 30, 2019 , maturities of lease liabilities were as follows: Operating Leases Finance Leases (in thousands) Year ending December 31, Remainder of 2019 $ 22,197 $ 1,781 2020 106,212 7,328 2021 97,330 7,100 2022 86,099 7,066 2023 57,251 6,674 2024 47,250 6,597 2025 and thereafter 180,794 273 Total lease payments (1) 597,133 36,819 Imputed interest (95,742 ) (2,553 ) Total lease liabilities $ 501,391 $ 34,266 (1) Total operating lease payments did not include approximately $40 million for operating leases that had not yet commenced at September 30, 2019 . We expect the lease commencement dates for these leases to occur later in 2019 and in 2020. Operating lease costs in our consolidated statement of income for the three months ended September 30, 2019 were $23.4 million , including $20.4 million in selling, general and administrative expenses and $3.0 million in cost of services. Operating lease costs in our consolidated statement of income for the nine months ended September 30, 2019 were $53.3 million , including $47.9 million in selling, general and administrative expenses and $5.4 million in cost of services. Total lease costs for the three and nine months ended September 30, 2019 include variable lease costs of approximately $9.0 million and $14.0 million , respectively, which are primarily comprised of the cost of property taxes, insurance and maintenance. Finance lease costs and lease costs for leases with a term of less than twelve months were not material for the three and nine months ended September 30, 2019 . Cash paid for amounts included in the measurement of operating lease liabilities for the nine months ended September 30, 2019 was $43.0 million , which is included as a component of cash provided by operating activities in the consolidated statement of cash flows. Operating lease liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease modifications, were approximately $23.5 million for the nine months ended September 30, 2019 . In connection with the Merger, we acquired right-of-use assets and assumed lease liabilities of $256.6 million and $271.9 million , respectively. Future minimum payments at December 31, 2018 for noncancelable operating leases were as follows (in thousands): Year ending December 31: 2019 $ 50,095 2020 47,700 2021 40,035 2022 37,055 2023 33,298 2024 and thereafter 225,225 Total future minimum payments (1) $ 433,408 (1) Future minimum lease payments included approximately $70 million for operating leases that had not commenced at December 31, 2018. |
LEASES | LEASES Our leases consist primarily of operating real estate leases for office space and data centers in the markets in which we conduct business. We also have operating and finance leases for computer and other equipment. Many of our leases include escalating rental payments and incentives, as well as termination and renewal options. Certain of our lease agreements provide that we pay the cost of property taxes, insurance and maintenance. As described in "Note 1 —Basis of Presentation and Summary of Significant Accounting Policies," we adopted ASU 2016-02 on January 1, 2019. Unless otherwise indicated, the following information in this footnote applies only to periods after December 31, 2018. We evaluate each of our lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease. A lease exists if we obtain substantially all of the economic benefits of, and have the right to control the use of, an asset for a period of time. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease agreement. We recognize right-of-use assets and lease liabilities at the lease commencement date based on the present values of fixed lease payments over the term of the lease. Right-of-use assets may also be adjusted to reflect any prepayments made or any incentive payments received. Operating lease costs and depreciation expense for finance leases are recognized as expense on a straight-line basis over the lease term. We consider a termination or renewal option in the determination of the lease term when it is reasonably certain that we will exercise that option. The weighted-average remaining lease term for operating and finance leases at September 30, 2019 was 7.5 years and 5.4 years, respectively. Because our leases generally do not provide a readily determinable implicit interest rate, we use an incremental borrowing rate to measure the lease liability and associated right-of-use asset at the lease commencement date. The incremental borrowing rate used is a fully collateralized rate that considers our credit rating, market conditions and the term of the lease at the lease commencement date. As of September 30, 2019 , the weighted-average discount rate used in the measurement of operating and finance lease liabilities was 4.1% and 2.8% , respectively. The effects of adopting ASU 2016-02 on our balance sheet as of January 1, 2019 are set forth in the table below. Adoption did not have a material effect on any line items in our consolidated statement of income or on our cash flows from operating activities, investing activities or financing activities included in our consolidated statement of cash flows. As of September 30, 2019 and January 1, 2019, right-of-use assets and lease liabilities consisted of the following: Balance Sheet Location September 30, 2019 January 1, 2019 (in thousands) Assets: Operating lease right-of-use assets: Real estate Other noncurrent assets $ 368,816 $ 231,720 Computer equipment Other noncurrent assets 85,961 — Other Other noncurrent assets 1,215 4,259 Total operating lease right-of-use-assets 455,992 235,979 Finance lease right-of-use assets: Computer equipment Property and equipment, net $ 22,020 $ — Other Property and equipment, net 4,702 — 26,722 — Less accumulated depreciation: Computer equipment Property and equipment, net (470 ) — Other Property and equipment, net (17 ) — Total accumulated depreciation (487 ) — Total finance lease right-of-use assets 26,235 — Total right-of-use assets (1) $ 482,227 $ 235,979 Liabilities: Operating lease liabilities (current) Accounts payable and accrued liabilities $ 88,280 $ 37,339 Operating lease liabilities (noncurrent) Other noncurrent liabilities 413,111 236,697 Finance lease liabilities (current) Current portion of long-term debt 6,414 — Finance lease liabilities (noncurrent) Long-term debt 27,852 — Total lease liabilities $ 535,657 $ 274,036 (1) Approximately 85% of our right-of-use assets are located in the United States. As of September 30, 2019 , maturities of lease liabilities were as follows: Operating Leases Finance Leases (in thousands) Year ending December 31, Remainder of 2019 $ 22,197 $ 1,781 2020 106,212 7,328 2021 97,330 7,100 2022 86,099 7,066 2023 57,251 6,674 2024 47,250 6,597 2025 and thereafter 180,794 273 Total lease payments (1) 597,133 36,819 Imputed interest (95,742 ) (2,553 ) Total lease liabilities $ 501,391 $ 34,266 (1) Total operating lease payments did not include approximately $40 million for operating leases that had not yet commenced at September 30, 2019 . We expect the lease commencement dates for these leases to occur later in 2019 and in 2020. Operating lease costs in our consolidated statement of income for the three months ended September 30, 2019 were $23.4 million , including $20.4 million in selling, general and administrative expenses and $3.0 million in cost of services. Operating lease costs in our consolidated statement of income for the nine months ended September 30, 2019 were $53.3 million , including $47.9 million in selling, general and administrative expenses and $5.4 million in cost of services. Total lease costs for the three and nine months ended September 30, 2019 include variable lease costs of approximately $9.0 million and $14.0 million , respectively, which are primarily comprised of the cost of property taxes, insurance and maintenance. Finance lease costs and lease costs for leases with a term of less than twelve months were not material for the three and nine months ended September 30, 2019 . Cash paid for amounts included in the measurement of operating lease liabilities for the nine months ended September 30, 2019 was $43.0 million , which is included as a component of cash provided by operating activities in the consolidated statement of cash flows. Operating lease liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease modifications, were approximately $23.5 million for the nine months ended September 30, 2019 . In connection with the Merger, we acquired right-of-use assets and assumed lease liabilities of $256.6 million and $271.9 million , respectively. Future minimum payments at December 31, 2018 for noncancelable operating leases were as follows (in thousands): Year ending December 31: 2019 $ 50,095 2020 47,700 2021 40,035 2022 37,055 2023 33,298 2024 and thereafter 225,225 Total future minimum payments (1) $ 433,408 (1) Future minimum lease payments included approximately $70 million for operating leases that had not commenced at December 31, 2018. |
LONG-TERM DEBT AND LINES OF CRE
LONG-TERM DEBT AND LINES OF CREDIT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND LINES OF CREDIT | LONG-TERM DEBT AND LINES OF CREDIT As of September 30, 2019 and December 31, 2018 , long-term debt consisted of the following: September 30, 2019 December 31, 2018 (in thousands) Long-term Debt 3.800% senior notes due April 1, 2021 $ 763,194 $ — 3.750% senior notes due June 1, 2023 568,598 — 4.000% senior notes due June 1, 2023 574,170 — 2.650% senior notes due February 15, 2025 991,090 — 4.800% senior notes due April 1, 2026 823,448 — 4.450% senior notes due June 1, 2028 488,081 — 3.200% senior notes due August 15, 2029 1,234,560 — 4.150% senior notes due August 15, 2049 739,410 — Unsecured term loan facility 1,980,886 — Unsecured revolving credit facility 783,000 — Secured term loans (outstanding under our Prior Credit Facility) — 4,426,243 Secured revolving credit facility (outstanding under our Prior Credit Facility) — 704,000 Finance lease liabilities 34,266 — Other borrowings 40,374 — Total long-term debt 9,021,077 5,130,243 Less current portion 33,373 115,075 Long-term debt, excluding current portion $ 8,987,704 $ 5,015,168 The carrying amounts of our senior notes and term loans are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At September 30, 2019 , unamortized discount on senior notes was $6.0 million , and unamortized debt issuance costs on senior notes and the unsecured term loan facility were $48.0 million . Unamortized debt issuance costs on our secured term loans at December 31, 2018 were $37.4 million . The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets. At September 30, 2019 , unamortized debt issuance costs on the unsecured revolving credit facility were $18.6 million , and, at December 31, 2018, unamortized debt issuance costs on the secured revolving credit facility were $12.9 million . The debt discounts and debt issuance costs are recognized as an increase to interest expense over the terms of the respective debt instruments. Amortization of discounts and debt issuance costs was $3.1 million and $9.2 million , respectively, for the three and nine months ended September 30, 2019 . Amortization of debt issuance costs for the three and nine months ended September 30, 2018 was $2.9 million and $8.6 million , respectively. At September 30, 2019 , maturities of long-term debt (excluding finance lease liabilities) were as follows by year (in thousands): Year ending December 31, Remainder of 2019 $ 11,536 2020 22,953 2021 754,906 2022 50,038 2023 1,300,000 2024 2,533,000 2025 and thereafter 4,200,000 Total $ 8,872,433 See "Note 5 —Leases" for more information about our finance lease liabilities, including maturities. Bridge Facility On May 27, 2019, in connection with our entry into the Merger Agreement described in "Note 2 —Acquisitions," we obtained commitments for a $2.75 billion , 364 -day senior unsecured bridge facility (the "Bridge Facility"). On July 9, 2019, upon our entry into the Term Loan Facility and the Unsecured Revolving Credit Facility (each as defined below), the aggregate commitments under the Bridge Facility were reduced to approximately $2.1 billion . Concurrently with the issuance of the Senior Notes (as defined below), the remaining aggregate commitments under the Bridge Facility were reduced to zero and terminated. For the three and nine months ended September 30, 2019 , we recognized $8.8 million and $11.7 million , respectively, of fees associated with the Bridge Facility in interest expense. New Facilities On July 9, 2019, we entered into a term loan credit agreement ("Term Loan Credit Agreement") and a revolving credit agreement ("Unsecured Revolving Credit Agreement") in each case with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents. The Term Loan Credit Agreement provides for a senior unsecured $2.0 billion term loan facility ("Term Loan Facility"). The Unsecured Revolving Credit Agreement provides for a senior unsecured $3.0 billion revolving credit facility ("Unsecured Revolving Credit Facility," together with the Term Loan Facility, the "New Facilities"). We capitalized debt issuance costs of $12.8 million in connection with the issuances under the New Facilities. Borrowings under the Term Loan Facility were made in U.S. dollars and borrowings under the Unsecured Revolving Credit Facility are available to be made in U.S. dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option. Borrowings in U.S. dollars and certain other London Interbank Offered Rate ("LIBOR")-quoted currencies will bear interest, at our option, at a rate equal to either (1) the rate (adjusted for any statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits in the London interbank market, (2) a floating rate of interest set forth on the applicable LIBOR screen page designated by Bank of America or (3) the highest of (a) the federal funds effective rate plus 0.5% , (b) the rate of interest as publicly announced by Bank of America as its "prime rate" or (c) LIBOR plus 1.0% , in each case, plus an applicable margin. As of September 30, 2019 , the interest rates on the Term Loan Facility and the Unsecured Revolving Credit Facility were 3.42% and 3.33% , respectively. In addition, we are required to pay a quarterly commitment fee with respect to the unused portion of the Unsecured Revolving Credit Facility at an applicable rate per annum ranging from 0.125% to 0.300% depending on our credit rating. Beginning on December 31, 2022, and at the end of each quarter thereafter, the Term Loan Facility must be repaid in quarterly installments in the amount of 2.50% of original principal through the maturity date with the remaining principal balance due upon maturity in September 2024 . The Unsecured Revolving Credit Agreement also matures in September 2024 . We may issue standby letters of credit of up to $250 million in the aggregate under the Unsecured Revolving Credit Facility. Outstanding letters of credit under the Unsecured Revolving Credit Facility reduce the amount of borrowings available to us. The total available commitments under the Unsecured Revolving Credit Facility at September 30, 2019 were $2,198.8 million . Senior Notes On August 14, 2019, we completed the public offering and issuance of $3.0 billion aggregate principal amount of senior unsecured notes, consisting of the following: (i) $1.0 billion aggregate principal amount of 2.650% senior notes due 2025; (ii) $1.25 billion aggregate principal amount of 3.200% senior notes due 2029; and (iii) $750 million aggregate principal amount of 4.150% senior notes due 2049 (collectively, the "Senior Notes"). Interest on the Senior Notes is payable semi-annually in arrears on each February 15 and August 15, beginning on February 15, 2020. Each series of the Senior Notes is redeemable, at our option, in whole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture. We issued the Senior Notes at a total discount of $6.1 million and capitalized related debt issuance costs of $29.3 million . From August 14, 2019 to the closing date of the Merger, the proceeds from the issuance of the Senior Notes were held in escrow. Upon closing, the funds were released and used together with borrowings under the Term Loan Facility and the Unsecured Revolving Credit Facility and cash on hand to repay TSYS's unsecured revolving credit facility, to refinance certain of our existing indebtedness, to fund cash payments made in lieu of fractional shares payable in accordance with the terms of the Merger Agreement and to pay transaction fees and costs related to the Merger. In addition, in connection with the Merger, we assumed $3.0 billion aggregate principal amount of senior unsecured notes of TSYS, consisting of the following: (i) $750 million aggregate principal amount of 3.800% senior notes due 2021; (ii) $550 million aggregate principal amount of 3.750% senior notes due 2023; (iii) $550 million aggregate principal amount of 4.000% senior notes due 2023; (iv) $750 million aggregate principal amount of 4.800% senior notes due 2026; and (v) $450 million aggregate principal amount of 4.450% senior notes due 2028. For the 3.800% senior notes due 2021 and the 4.800% senior notes due 2026, interest is payable semi-annually each April 1 and October 1. For the 3.750% senior notes due 2023, the 4.000% senior notes due 2023 and the 4.450% senior notes due 2028, interest is payable semi-annually each June 1 and December 1. The senior notes assumed in the Merger were measured at fair value of $3.2 billion at the acquisition date, which exceeded their aggregate face value by $169.0 million . The difference between the fair value and face value of the assumed senior notes is recognized over the terms of the respective notes as a reduction of interest expense. The amortization of this fair value adjustment was $1.5 million for the three and nine months ended September 30, 2019 . As of September 30, 2019 , our senior notes had an estimated fair value of $6,313.2 million . The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy. The fair value of other long-term debt approximated its carrying amount at September 30, 2019 . Prior Credit Facility Prior to completion of the Merger, we were 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 "Prior Credit Facility"). The Prior Credit Facility provided for secured financing comprised of (i) a $1.5 billion revolving credit facility; (ii) a $1.5 billion term loan; (iii) a $1.37 billion term loan; (iv) a $1.14 billion term loan; and (v) a $500 million term loan. Upon the consummation of the Merger, all borrowings outstanding and other amounts due under the Prior Credit Facility were repaid with proceeds from the New Facilities and the Prior Credit Facility was terminated. In connection with the extinguishment of the Prior Credit Facility in the three months ended September 30, 2019 , we wrote-off related unamortized debt issuance costs of $16.7 million to interest expense. Compliance with Covenants The Term Loan Credit Agreement contains customary conditions to funding, affirmative covenants, negative covenants, financial covenants and events of default. The Unsecured Revolving Credit Facility Agreement contains customary conditions to funding, affirmative covenants, negative covenants and events of default. As of September 30, 2019, financial covenants under the Term Loan Credit Agreement required a leverage ratio of 3.50 to 1.00 and an interest coverage ratio of 3.00 to 1.00. We were in compliance with all applicable covenants as of September 30, 2019 . 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 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 September 30, 2019 and December 31, 2018 , a total of $72.1 million and $70.6 million , respectively, of cash on deposit was used to determine the available credit. As of September 30, 2019 and December 31, 2018 , respectively, we had $547.6 million and $700.5 million outstanding under these lines of credit with additional capacity to fund settlement of $871.9 million as of September 30, 2019 . The weighted-average interest rate on these borrowings was 3.34% and 2.97% at September 30, 2019 and December 31, 2018 , respectively. During the three months ended September 30, 2019 , the maximum and average outstanding balances under these lines of credit were $699.0 million and $426.6 million , respectively. Derivative 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 (loss). In addition, in June 2019, we entered into forward-starting interest rate swap agreements with an aggregate notional amount of $1.0 billion . The forward-starting interest rate swaps, designated as cash flow hedges, were designed to manage the exposure to interest rate volatility in anticipation of the issuance of the Senior Notes. During the period from the commencement of the swaps through the date upon which the Senior Notes were issued, the effective portion of the unrealized losses on the swaps was included in other comprehensive loss. Upon issuance of the Senior Notes, we terminated the forward-starting swap agreements and made settlement payments of $48.3 million , which are included cash flows from operating activities in our consolidated statement of cash flows for the nine months ended September 30, 2019 within the caption labeled "Other, net." We have and will continue to reclassify the effective portion of the realized loss from accumulated other comprehensive loss into interest expense over the terms of the related Senior Notes. 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: Fair Values Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at September 30, 2019 Range of Maturity Dates at September 30, 2019 September 30, 2019 December 31, 2018 (in thousands) Interest rate swaps (Notional of $500 million at September 30, 2019 and $750 million at December 31, 2018) Prepaid expenses and other current assets 1.46% December 31, 2019 - July 31, 2020 $ 950 $ 3,200 Interest rate swaps (Notional of $550 million at December 31, 2018) Other noncurrent assets NA NA $ — $ 8,256 Interest rate swaps (Notional of $1.5 billion at September 30, 2019 and $950 million at December 31, 2018) Other noncurrent liabilities 2.57% March 31, 2021 - December 31, 2022 $ 55,238 $ 14,601 NA - not applicable. The table below presents the effects of our interest rate swaps on the consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Net unrealized (losses) gains recognized in other comprehensive loss $ (40,265 ) $ 1,845 $ (96,997 ) $ 12,353 Net unrealized losses (gains) reclassified out of other comprehensive loss to interest expense $ 1,193 $ (1,663 ) $ (1,530 ) $ (2,830 ) As of September 30, 2019 , the amount of net unrealized losses 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 $19.1 million . Interest Expense Interest expense was approximately $96 million and $46 million for the three months ended September 30, 2019 and 2018 , respectively, and approximately $221 million and $140 million for the nine months ended September 30, 2019 and 2018 , respectively. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX Our effective income tax rate for the three months ended September 30, 2019 was a benefit of 18.7% , and our effective income tax rate for the nine months ended September 30, 2019 was 10.1% . Our effective income tax rates for those periods differed from the U.S. statutory rate primarily as a result of: • the reduction of our U.S. deferred tax liability resulting from the effect of the Merger on the apportionment of income among the states; • excess tax benefits of share-based awards that are recognized upon vesting or settlement; • the U.S. tax benefits associated with income derived from foreign sources; and • the recognition of the benefit of uncertain tax positions due to the effective settlement of the positions. Our effective income tax rate for the three months ended September 30, 2018 was a benefit of 3.4% , and our effective income tax rate for the nine months ended September 30, 2018 was 10.4% . During the three and nine months ended September 30, 2018, we reduced our estimated transition tax liability associated with the U.S. Tax Cuts and Jobs Act of 2017 by $23.3 million , which was the primary reason our effective income tax rates for those periods differed from the U.S. statutory rate. 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, 2010 , U.S. federal income tax examinations for years ended on or before May 31, 2016 and U.K. federal income tax examinations for years ended on or before May 31, 2015 . |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase programs. During the nine months ended September 30, 2019 and 2018, we repurchased and retired 1,808,398 shares and 1,612,174 shares of our common stock at a cost, including commissions, of $230.0 million and $180.9 million , respectively, or $127.18 per share and $112.19 per share. We did not repurchase any shares of our common stock during the three months ended September 30, 2019 and 2018. As of September 30, 2019 , we were authorized to repurchase up to $568.0 million of our common stock. In connection with the completion of the Merger, our Articles of Incorporation were amended to increase the number of authorized shares of Global Payments common stock from 200 million to 400 million . On October 24, 2019 , our board of directors declared a dividend of $0.195 per share payable on December 27, 2019 to common shareholders of record as of December 13, 2019 . |
SHARE-BASED AWARDS AND STOCK OP
SHARE-BASED AWARDS AND STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED AWARDS AND STOCK OPTIONS | SHARE-BASED AWARDS AND STOCK 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 Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Share-based compensation expense $ 27,877 $ 14,833 $ 55,791 $ 44,937 Income tax benefit $ 4,396 $ 3,614 $ 10,633 $ 10,276 Share-Based Awards The following table summarizes the changes in unvested restricted stock and performance awards for the nine months ended September 30, 2019 : Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2018 1,084 $108.51 Replacement Awards 894 163.74 Granted 772 141.42 Vested (490 ) 71.92 Forfeited (88 ) 112.47 Unvested at September 30, 2019 2,172 $151.06 The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 2019 and September 30, 2018 was $35.3 million and $45.0 million , respectively. For restricted stock and performance awards, we recognized compensation expense of $20.2 million and $13.8 million during the three months ended September 30, 2019 and September 30, 2018 , respectively, and $45.0 million and $41.1 million during the nine months ended September 30, 2019 and September 30, 2018 , respectively. As of September 30, 2019 , there was $175.1 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 table summarizes changes in stock option activity for the nine months ended September 30, 2019 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2018 598 $59.16 6.2 $27.3 Replacement Awards 1,336 68.96 Granted 109 128.22 Exercised (221 ) 32.54 Outstanding at September 30, 2019 1,822 $73.71 6.8 $155.4 Options vested and exercisable at September 30, 2019 1,217 $57.29 5.9 $123.7 We recognized compensation expense for stock options of $7.0 million and $0.7 million during the three months ended September 30, 2019 and 2018, respectively, and $8.6 million and $2.3 million during the nine months ended September 30, 2019 and 2018, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2019 and 2018 was $22.9 million and $15.9 million , respectively. As of September 30, 2019 , we had $15.4 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.7 years. The weighted-average grant-date fair value of stock options granted, including Replacement Awards, during the nine months ended September 30, 2019 and 2018 was $99.56 and $35.09 , respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Nine Months Ended September 30, 2019 September 30, 2018 Risk-free interest rate 1.72% 2.60% Expected volatility 31% 29% Dividend yield 0.04% 0.04% Expected term (years) 5 5 The risk-free interest rate was 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 was based on our historical volatility. The dividend yield assumption was determined 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 | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share ("EPS") was 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 was 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 and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Basic weighted-average number of shares outstanding 177,039 158,168 163,846 158,827 Plus: Dilutive effect of stock options and other share-based awards 504 538 485 632 Diluted weighted-average number of shares outstanding 177,543 158,706 164,331 159,459 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and nine months ended September 30, 2019 and 2018 : Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at June 30, 2019 $ (289,194 ) $ (47,313 ) $ (3,399 ) $ (339,906 ) Other comprehensive income (loss) (58,415 ) (29,783 ) 37 (88,161 ) Balance at September 30, 2019 $ (347,609 ) $ (77,096 ) $ (3,362 ) $ (428,067 ) Balance at June 30, 2018 $ (253,372 ) $ 14,030 $ (4,287 ) $ (243,629 ) Other comprehensive income (loss) (26,930 ) 72 (58 ) (26,916 ) Balance at September 30, 2018 $ (280,302 ) $ 14,102 $ (4,345 ) $ (270,545 ) Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was a loss of $8.7 million and income of $11.7 million for the three months ended September 30, 2019 and 2018, respectively. Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at December 31, 2018 $ (304,274 ) $ (2,374 ) $ (3,527 ) $ (310,175 ) Other comprehensive income (loss) (43,335 ) (74,722 ) 165 (117,892 ) Balance at September 30, 2019 $ (347,609 ) $ (77,096 ) $ (3,362 ) $ (428,067 ) Balance at December 31, 2017 $ (185,856 ) $ 6,999 $ (4,287 ) $ (183,144 ) Cumulative effect of adoption of new accounting standard (1,843 ) — — (1,843 ) Other comprehensive income (loss) (92,603 ) 7,103 (58 ) (85,558 ) Balance at September 30, 2018 $ (280,302 ) $ 14,102 $ (4,345 ) $ (270,545 ) Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was a loss of $9.4 million and income of $11.8 million for the nine months ended September 30, 2019 and 2018, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Prior to the completion of the Merger, we operated in three reportable segments: North America, Europe and Asia-Pacific. As a result of the Merger, we anticipate realigning our executive management and organizational structures. As of September 30, 2019, we were still assessing changes in our internal management reporting structure to incorporate TSYS and the effects it may have on our reportable segments. Because this process was not complete as of September 30, 2019 , we have reported the results of operations of TSYS from the acquisition date to September 30, 2019 as a separate reportable segment. In future periods, once the new management and organizational structures have been established, we will report financial information for our new reportable segments and recast prior periods to reflect the change, as necessary. 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 share-based compensation costs are included in Corporate. Interest and other income, interest and other expense and income tax expense 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 segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2018 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 and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Revenues (1) : North America $ 734,841 $ 643,715 $ 2,129,182 $ 1,859,545 Europe 164,950 157,584 468,168 456,492 Asia-Pacific 58,680 56,371 179,311 169,774 TSYS 147,470 — 147,470 — Consolidated revenues $ 1,105,941 $ 857,670 $ 2,924,131 $ 2,485,811 Operating income (loss) (1) : North America $ 205,728 $ 174,012 $ 547,160 $ 446,600 Europe 91,332 85,781 249,638 239,011 Asia-Pacific 24,187 23,692 74,718 67,043 TSYS (2) (11,124 ) — (11,124 ) — Corporate (2) (136,086 ) (60,323 ) (265,137 ) (182,585 ) Consolidated operating income $ 174,037 $ 223,162 $ 595,255 $ 570,069 Depreciation and amortization (1) : North America $ 123,075 $ 106,022 $ 375,885 $ 313,980 Europe 12,876 11,660 38,971 36,180 Asia-Pacific 5,201 4,381 15,382 13,740 TSYS 40,213 — 40,213 — Corporate 2,381 1,994 7,047 5,548 Consolidated depreciation and amortization $ 183,746 $ 124,057 $ 477,498 $ 369,448 (1) Revenues, operating income and depreciation and amortization reflect the effects of acquired businesses from the respective acquisition dates. For further discussion of our acquisitions, see "Note 2 — Acquisitions." (2) Operating loss for Corporate included acquisition and integration expenses of $80.0 million and $8.2 million for the three months ended September 30, 2019 and 2018, respectively. Operating loss for Corporate included acquisition and integration expenses of $99.5 million and $34.6 million , respectively for the nine months ended September 30, 2019 and 2018. Operating loss for TSYS included acquisition and integration expenses of $20.9 million for the three and nine months ended September 30, 2019 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters Six putative class action lawsuits challenging the Merger were filed. Two of these lawsuits, captioned Peters v. Total System Services, Inc. et al. (Case No. 4:19-cv-00114) and Wolf v. Total System Services, Inc., et al. (Case No. 4:19-cv-00115), were filed in the United States District Court for the Middle District of Georgia on July 18, 2019. The third lawsuit, captioned Drulias v. Global Payments Inc., et. al (Case No. 60774/2019) was filed in the Supreme Court of the State of New York, County of Westchester on July 19, 2019. The fourth lawsuit, captioned Hickey v. Total System Services, Inc., et al. (Civil Action No. 1:19-cv-03337-LMM) was filed in the United States District Court for the Northern District of Georgia, Atlanta Division, on July 23, 2019. The fifth lawsuit, captioned, Cason v. Total System Services, Inc., et al. (Case No. 1:19-cv-07471) was filed in the United States District Court for the Southern District of New York on August 9, 2019. The sixth lawsuit, captioned, Cheng v. Total System Services, et al. (Case No: 1:19-cv-01513-UNA) was filed in the United States District Court for the District of Delaware on August 13, 2019. The complaints filed in the lawsuits assert, among other matters, claims for filing a materially incomplete registration statement with the SEC. Global Payments and TSYS released supplemental disclosures relating to the Merger in late August 2019, and the Peters lawsuit, the Wolf lawsuit and the Cheng lawsuit have been voluntarily dismissed. On September 23, 2019, a jury in the Superior Court of Dekalb County, Georgia, awarded Frontline Processing Corp. ("Frontline") $135.2 million in damages, costs and attorney's fees (plus interest) following a trial of a breach of contract dispute between Frontline and Global Payments, wherein Frontline alleged that Global Payments violated provisions of the parties' Referral Agreement and Master Services Agreement. The Superior Court entered a final judgment on the verdict in favor of Frontline on September 30, 2019 . We believe the jury verdict is in error and Frontline’s case is completely without merit, and we are appealing the decision to the Georgia Court of Appeals. While it is reasonably possible that we will incur some loss between zero and the judgment amount plus interest, we have determined that it is not probable that Global Payments has incurred a loss under the applicable accounting standard (ASC Topic 450, Loss Contingencies ) as of September 30, 2019 . As a result, we have not recorded a liability on the consolidated balance sheet with respect to this litigation. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Business, consolidation and presentation | Business, consolidation and presentation — Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise. On May 27, 2019 , we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Total System Services, Inc. ("TSYS") providing for the merger of TSYS with and into Global Payments, with Global Payments as the surviving entity (the "Merger"). We consummated the Merger on September 18, 2019 . Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers. Through our combination with TSYS, we are now a leading pure play payments technology company delivering innovative software and services to our customers globally. See "Note 2 —Acquisitions" for more information about the Merger. 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 ("SEC"). The consolidated balance sheet as of December 31, 2018 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 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, 2018 . |
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 Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements — In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, "Leases." ASU 2016-02 requires recognition of assets and liabilities for the rights and obligations created by leases and new disclosures about leases. We adopted ASU 2016-02, as well as other related clarifications and interpretive guidance issued by the FASB, on January 1, 2019 using the optional modified retrospective transition method. Under this transition method, we did not recast the prior period financial statements presented. We elected the transition package of three practical expedients, which among other things, allowed for the carryforward of historical lease classifications. We made an accounting policy election to not recognize assets or liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component for all of our then existing asset classes. In connection with the Merger, we acquired right-of-use assets that represent an additional asset class for computer equipment, for which we account for lease and nonlease components separately. The adoption of ASU 2016-02 resulted in the measurement and recognition of lease liabilities in the amount of $274.0 million and right-of-use assets in the amount of $236.0 million as of January 1, 2019. Lease liabilities were measured as the present value of remaining lease payments, and the corresponding right-of-use assets were measured at an amount equal to the lease liabilities adjusted by the amounts of certain assets and liabilities, such as prepaid rent and deferred lease obligations, that we previously recognized on the balance sheet prior to the initial application of ASU 2016-02. To calculate the present value of remaining lease payments, we elected to use an incremental borrowing rate based on the remaining lease term at transition. Recently Issued Pronouncements Not Yet Adopted — In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (A Consensus of the FASB Emerging Issues Task Force)." ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract. The new guidance amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. The amendments in this update also provide additional presentation and disclosure requirements, including requirements to disclose the nature of an entity’s hosting arrangements that are service contracts, as well as quantitative information about capitalized implementation costs and related amortization expense. The guidance will become effective for us on January 1, 2020. We expect to apply the guidance prospectively to all implementation costs incurred after the date of adoption. We are finalizing our comparison of the guidance in ASU 2018-15 to our current accounting and financial reporting practices for costs of implementation activities performed in cloud computing arrangements. We are also evaluating the need for changes to our internal controls. We have not yet completed our assessment or quantified the effect, if any, of ASU 2018-15 on our consolidated balance sheet or our statements of income and cash flows; however, our preliminary expectation is that the adoption of this standard will not have a material effect on our consolidated financial statements. We have historically capitalized implementation costs associated with cloud computing arrangements that are service contracts following the guidance in Subtopic 350-40 and expect to continue to do so pursuant to the clarifications provided in the new guidance. We expect to amortize deferred implementation costs to expense on a straight-line basis over the term of the applicable hosting arrangement. 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 instruments measured at amortized cost. The new model for current expected credit losses ("CECL") will require us to recognize an estimate of credit losses expected to occur over the remaining life of the financial instruments that are within the scope of the update, including accounts receivable and settlement processing assets, each of which are short-term in nature. Under current GAAP, credit losses on these financial instruments are not recognized until their occurrence is deemed to be probable. The guidance will become effective for us on January 1, 2020. In general, the new guidance will require modified retrospective application to all outstanding financial assets that are within the scope of the update, with a cumulative-effect adjustment, if any, recorded to retained earnings as of the date of adoption. We are continuing to evaluate the effect of ASU 2016-13 on our consolidated financial statements, including comparing how we currently measure and recognize our allowance for doubtful accounts on accounts receivable and our reserve for operating losses and sales allowances to how we would make such measurements applying the new CECL model. We have not yet completed our assessment or quantified the effect, if any, of ASU 2016-13 on our consolidated balance sheet or our statements of income and cash flows; however, we believe the adoption of this new standard may require expanded qualitative disclosures about our financial assets and related allowance for credit losses, as well as implementation of new or modified internal controls. As a result of the Merger, we have expanded our efforts to evaluate the effects of these new standards on the combined company, and we are incorporating TSYS into our evaluation. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
TSYS | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Fair Value of Merger Consideration | The fair value of total purchase consideration was determined as follows (in thousands, except per share data): Shares of TSYS common stock issued and outstanding (including Single-Trigger Awards) 177,643 Exchange Ratio 0.8101 Shares of Global Payments common stock issued to TSYS shareholders 143,909 Price per share of Global Payments common stock $ 163.74 Fair value of common stock issued to TSYS shareholders (1) 23,563,568 Value of Replacement Awards attributable to purchase consideration 207,821 Cash paid to TSYS shareholders in lieu of fractional shares 1,352 Total purchase consideration transferred to TSYS shareholders 23,772,741 Repayment of TSYS's unsecured revolving credit facility (including accrued interest and fees) 702,212 Total purchase consideration $ 24,474,953 (1) Fair value of common stock issued to TSYS shareholders does not equal the product of shares of Global Payments common stock issued to TSYS shareholders and price per share of Global Payments common stock as presented in the table above due to the rounding of the number of shares in thousands. |
Schedule of Assets Acquired and Liabilities Assumed | The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019 , including a reconciliation to the total purchase consideration, were as follows (in thousands): Cash and cash equivalents $ 446,027 Accounts receivable 443,783 Identified intangible assets 11,020,000 Property and equipment 695,560 Other assets 1,476,290 Accounts payable and accrued liabilities (594,558 ) Debt (3,295,284 ) Deferred income tax liabilities (2,843,643 ) Other liabilities (313,782 ) Total identifiable net assets 7,034,393 Goodwill 17,440,560 Total purchase consideration $ 24,474,953 |
Schedule of Fair Values of Intangible Assets Acquired and Respective Weighted-Average Amortization Periods | The following table reflects the provisional estimated fair values of the identified intangible assets of TSYS and the respective aggregated weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 6,330,000 18 Contract-based intangible assets 1,810,000 20 Acquired technologies 1,810,000 7 Trademarks and trade names 1,070,000 12 Total estimated identified intangible assets $ 11,020,000 14 |
Schedule of Unaudited Pro Forma Information | Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Actual Pro Forma Actual Pro Forma (in thousands) Total revenues $ 1,105,941 $ 1,993,089 $ 857,670 $ 1,864,534 Net income attributable to Global Payments $ 95,044 $ 219,010 $ 176,370 $ 240,478 Nine Months Ended Nine Months Ended Actual Pro Forma Actual Pro Forma (in thousands) Total revenues $ 2,924,131 $ 5,866,522 $ 2,485,811 $ 5,469,240 Net income attributable to Global Payments $ 327,842 $ 614,317 $ 376,838 $ 407,899 |
SICOM | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019 , including a reconciliation to the total purchase consideration, were as follows (in thousands): Cash and cash equivalents $ 7,540 Property and equipment 5,838 Identified intangible assets 188,294 Other assets 22,275 Deferred income liabilities (47,610 ) Other liabilities (31,350 ) Total identifiable net assets 144,987 Goodwill 265,214 Total purchase consideration $ 410,201 |
Schedule of Fair Values of Intangible Assets Acquired and Respective Weighted-Average Amortization Periods | The following table reflects the estimated fair values of the identified intangible assets of SICOM and the respective aggregated weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 104,900 14 Acquired technologies 65,312 6 Trademarks and trade names 11,202 3 Contract-based intangible assets 6,880 5 Total estimated identified intangible assets $ 188,294 10 |
AdvancedMD | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019 , including a reconciliation to the total purchase consideration, were as follows (in thousands): Cash and cash equivalents $ 7,657 Property and equipment 5,672 Identified intangible assets 419,500 Other assets 11,785 Deferred income tax liabilities (94,044 ) Other liabilities (15,647 ) Total identifiable net assets 334,923 Goodwill 371,962 Total purchase consideration $ 706,885 |
Schedule of Fair Values of Intangible Assets Acquired and Respective Weighted-Average Amortization Periods | The following table reflects the estimated fair values of the identified intangible assets of AdvancedMD and the respective aggregated weighted-average estimated amortization periods: Estimated Fair Values Weighted-Average Estimated Amortization Periods (in thousands) (years) Customer-related intangible assets $ 303,100 11 Acquired technologies 83,700 5 Trademarks and trade names 32,700 15 Total estimated identified intangible assets $ 419,500 10 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present a disaggregation of our revenue from contracts with customers by distribution channel for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 310,389 $ 114,562 $ 29,829 $ — $ 454,780 Technology-enabled 369,147 50,388 28,851 — 448,386 679,536 164,950 58,680 — 903,166 Wholesale 55,305 — — — 55,305 734,841 164,950 58,680 — 958,471 TSYS — — — 147,470 147,470 $ 734,841 $ 164,950 $ 58,680 $ 147,470 $ 1,105,941 Three Months Ended September 30, 2018 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 254,593 $ 105,468 $ 33,612 $ — $ 393,673 Technology-enabled 317,206 52,116 22,759 — 392,081 571,799 157,584 56,371 — 785,754 Wholesale 71,916 — — — 71,916 643,715 157,584 56,371 — 857,670 TSYS — — — — — $ 643,715 $ 157,584 $ 56,371 $ — $ 857,670 Nine Months Ended September 30, 2019 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 882,026 $ 319,781 $ 93,990 $ — $ 1,295,797 Technology-enabled 1,061,094 148,387 85,321 — 1,294,802 1,943,120 468,168 179,311 — 2,590,599 Wholesale 186,062 — — — 186,062 2,129,182 468,168 179,311 — 2,776,661 TSYS — — — 147,470 147,470 $ 2,129,182 $ 468,168 $ 179,311 $ 147,470 $ 2,924,131 Nine Months Ended September 30, 2018 North America Europe Asia-Pacific TSYS Total (in thousands) Direct: Relationship-led $ 725,874 $ 300,642 $ 101,225 $ — $ 1,127,741 Technology-enabled 896,982 155,850 68,549 — 1,121,381 1,622,856 456,492 169,774 — 2,249,122 Wholesale 236,689 — — — 236,689 1,859,545 456,492 169,774 — 2,485,811 TSYS — — — — — $ 1,859,545 $ 456,492 $ 169,774 $ — $ 2,485,811 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to contracts from customers as of September 30, 2019 and December 31, 2018 was as follows: Balance Sheet Location September 30, 2019 December 31, 2018 (in thousands) Assets: Capitalized costs to obtain customer contracts, net Other noncurrent assets $ 216,540 $ 194,616 Capitalized costs to fulfill customer contracts, net Other noncurrent assets $ 24,114 $ 12,954 Liabilities: Contract liabilities, net (current) Accounts payable and accrued liabilities $ 195,472 $ 146,947 Contract liabilities, net (noncurrent) Other noncurrent liabilities $ 28,039 $ 8,595 |
Schedule of Expected Timing of Satisfaction of Remaining Performance Obligation | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. However, as permitted 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. Accordingly, the total unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in table below. Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 30, 2019 as follows (in thousands): Year ending December 31, Remainder of 2019 $ 228,002 2020 746,107 2021 608,080 2022 435,065 2023-2029 526,047 Total $ 2,543,301 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | As of September 30, 2019 and December 31, 2018 , goodwill and other intangible assets consisted of the following: September 30, 2019 December 31, 2018 (in thousands) Goodwill $ 23,754,450 $ 6,341,355 Other intangible assets: Customer-related intangible assets $ 8,812,560 $ 2,486,217 Acquired technologies 2,726,862 896,701 Contract-based intangible assets 1,981,156 178,391 Trademarks and trade names 1,357,763 289,588 14,878,341 3,850,897 Less accumulated amortization: Customer-related intangible assets 1,032,218 860,715 Acquired technologies 474,904 351,170 Contract-based intangible assets 75,804 67,160 Trademarks and trade names 111,024 83,234 1,693,950 1,362,279 $ 13,184,391 $ 2,488,618 |
Schedule of Carrying Amount of Goodwill | The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 2019 : North America Europe Asia-Pacific TSYS Total (in thousands) Balance at December 31, 2018 $ 5,530,087 $ 484,761 $ 326,507 $ — $ 6,341,355 Effect of foreign currency translation 3,217 (19,533 ) (11,542 ) — (27,858 ) Goodwill acquired — — — 17,440,560 17,440,560 Measurement-period adjustments (4,370 ) — 4,763 — 393 Balance at September 30, 2019 $ 5,528,934 $ 465,228 $ 319,728 $ 17,440,560 $ 23,754,450 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease Assets and Lease Liabilities | As of September 30, 2019 and January 1, 2019, right-of-use assets and lease liabilities consisted of the following: Balance Sheet Location September 30, 2019 January 1, 2019 (in thousands) Assets: Operating lease right-of-use assets: Real estate Other noncurrent assets $ 368,816 $ 231,720 Computer equipment Other noncurrent assets 85,961 — Other Other noncurrent assets 1,215 4,259 Total operating lease right-of-use-assets 455,992 235,979 Finance lease right-of-use assets: Computer equipment Property and equipment, net $ 22,020 $ — Other Property and equipment, net 4,702 — 26,722 — Less accumulated depreciation: Computer equipment Property and equipment, net (470 ) — Other Property and equipment, net (17 ) — Total accumulated depreciation (487 ) — Total finance lease right-of-use assets 26,235 — Total right-of-use assets (1) $ 482,227 $ 235,979 Liabilities: Operating lease liabilities (current) Accounts payable and accrued liabilities $ 88,280 $ 37,339 Operating lease liabilities (noncurrent) Other noncurrent liabilities 413,111 236,697 Finance lease liabilities (current) Current portion of long-term debt 6,414 — Finance lease liabilities (noncurrent) Long-term debt 27,852 — Total lease liabilities $ 535,657 $ 274,036 (1) Approximately 85% of our right-of-use assets are located in the United States. |
Schedule of Maturities of Lease Liabilities | As of September 30, 2019 , maturities of lease liabilities were as follows: Operating Leases Finance Leases (in thousands) Year ending December 31, Remainder of 2019 $ 22,197 $ 1,781 2020 106,212 7,328 2021 97,330 7,100 2022 86,099 7,066 2023 57,251 6,674 2024 47,250 6,597 2025 and thereafter 180,794 273 Total lease payments (1) 597,133 36,819 Imputed interest (95,742 ) (2,553 ) Total lease liabilities $ 501,391 $ 34,266 (1) Total operating lease payments did not include approximately $40 million for operating leases that had not yet commenced at September 30, 2019 . We expect the lease commencement dates for these leases to occur later in 2019 and in 2020. |
Schedule of Future Minimum Payments for Noncancelable Operating Leases | Future minimum payments at December 31, 2018 for noncancelable operating leases were as follows (in thousands): Year ending December 31: 2019 $ 50,095 2020 47,700 2021 40,035 2022 37,055 2023 33,298 2024 and thereafter 225,225 Total future minimum payments (1) $ 433,408 (1) Future minimum lease payments included approximately $70 million for operating leases that had not commenced at December 31, 2018. |
LONG-TERM DEBT AND LINES OF C_2
LONG-TERM DEBT AND LINES OF CREDIT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | As of September 30, 2019 and December 31, 2018 , long-term debt consisted of the following: September 30, 2019 December 31, 2018 (in thousands) Long-term Debt 3.800% senior notes due April 1, 2021 $ 763,194 $ — 3.750% senior notes due June 1, 2023 568,598 — 4.000% senior notes due June 1, 2023 574,170 — 2.650% senior notes due February 15, 2025 991,090 — 4.800% senior notes due April 1, 2026 823,448 — 4.450% senior notes due June 1, 2028 488,081 — 3.200% senior notes due August 15, 2029 1,234,560 — 4.150% senior notes due August 15, 2049 739,410 — Unsecured term loan facility 1,980,886 — Unsecured revolving credit facility 783,000 — Secured term loans (outstanding under our Prior Credit Facility) — 4,426,243 Secured revolving credit facility (outstanding under our Prior Credit Facility) — 704,000 Finance lease liabilities 34,266 — Other borrowings 40,374 — Total long-term debt 9,021,077 5,130,243 Less current portion 33,373 115,075 Long-term debt, excluding current portion $ 8,987,704 $ 5,015,168 |
Schedule of Maturities of Long-Term Debt | At September 30, 2019 , maturities of long-term debt (excluding finance lease liabilities) were as follows by year (in thousands): Year ending December 31, Remainder of 2019 $ 11,536 2020 22,953 2021 754,906 2022 50,038 2023 1,300,000 2024 2,533,000 2025 and thereafter 4,200,000 Total $ 8,872,433 See "Note 5 —Leases" for more information about our finance lease liabilities, including maturities. |
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: Fair Values Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at September 30, 2019 Range of Maturity Dates at September 30, 2019 September 30, 2019 December 31, 2018 (in thousands) Interest rate swaps (Notional of $500 million at September 30, 2019 and $750 million at December 31, 2018) Prepaid expenses and other current assets 1.46% December 31, 2019 - July 31, 2020 $ 950 $ 3,200 Interest rate swaps (Notional of $550 million at December 31, 2018) Other noncurrent assets NA NA $ — $ 8,256 Interest rate swaps (Notional of $1.5 billion at September 30, 2019 and $950 million at December 31, 2018) Other noncurrent liabilities 2.57% March 31, 2021 - December 31, 2022 $ 55,238 $ 14,601 |
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 and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Net unrealized (losses) gains recognized in other comprehensive loss $ (40,265 ) $ 1,845 $ (96,997 ) $ 12,353 Net unrealized losses (gains) reclassified out of other comprehensive loss to interest expense $ 1,193 $ (1,663 ) $ (1,530 ) $ (2,830 ) |
SHARE-BASED AWARDS AND STOCK _2
SHARE-BASED AWARDS AND STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [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 Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Share-based compensation expense $ 27,877 $ 14,833 $ 55,791 $ 44,937 Income tax benefit $ 4,396 $ 3,614 $ 10,633 $ 10,276 |
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 nine months ended September 30, 2019 : Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2018 1,084 $108.51 Replacement Awards 894 163.74 Granted 772 141.42 Vested (490 ) 71.92 Forfeited (88 ) 112.47 Unvested at September 30, 2019 2,172 $151.06 |
Schedule of Stock Option Activity | The following table summarizes changes in stock option activity for the nine months ended September 30, 2019 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2018 598 $59.16 6.2 $27.3 Replacement Awards 1,336 68.96 Granted 109 128.22 Exercised (221 ) 32.54 Outstanding at September 30, 2019 1,822 $73.71 6.8 $155.4 Options vested and exercisable at September 30, 2019 1,217 $57.29 5.9 $123.7 |
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: Nine Months Ended September 30, 2019 September 30, 2018 Risk-free interest rate 1.72% 2.60% Expected volatility 31% 29% Dividend yield 0.04% 0.04% Expected term (years) 5 5 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Basic weighted-average number of shares outstanding 177,039 158,168 163,846 158,827 Plus: Dilutive effect of stock options and other share-based awards 504 538 485 632 Diluted weighted-average number of shares outstanding 177,543 158,706 164,331 159,459 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at December 31, 2018 $ (304,274 ) $ (2,374 ) $ (3,527 ) $ (310,175 ) Other comprehensive income (loss) (43,335 ) (74,722 ) 165 (117,892 ) Balance at September 30, 2019 $ (347,609 ) $ (77,096 ) $ (3,362 ) $ (428,067 ) Balance at December 31, 2017 $ (185,856 ) $ 6,999 $ (4,287 ) $ (183,144 ) Cumulative effect of adoption of new accounting standard (1,843 ) — — (1,843 ) Other comprehensive income (loss) (92,603 ) 7,103 (58 ) (85,558 ) Balance at September 30, 2018 $ (280,302 ) $ 14,102 $ (4,345 ) $ (270,545 ) The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and nine months ended September 30, 2019 and 2018 : Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at June 30, 2019 $ (289,194 ) $ (47,313 ) $ (3,399 ) $ (339,906 ) Other comprehensive income (loss) (58,415 ) (29,783 ) 37 (88,161 ) Balance at September 30, 2019 $ (347,609 ) $ (77,096 ) $ (3,362 ) $ (428,067 ) Balance at June 30, 2018 $ (253,372 ) $ 14,030 $ (4,287 ) $ (243,629 ) Other comprehensive income (loss) (26,930 ) 72 (58 ) (26,916 ) Balance at September 30, 2018 $ (280,302 ) $ 14,102 $ (4,345 ) $ (270,545 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 and nine months ended September 30, 2019 and 2018 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 (in thousands) Revenues (1) : North America $ 734,841 $ 643,715 $ 2,129,182 $ 1,859,545 Europe 164,950 157,584 468,168 456,492 Asia-Pacific 58,680 56,371 179,311 169,774 TSYS 147,470 — 147,470 — Consolidated revenues $ 1,105,941 $ 857,670 $ 2,924,131 $ 2,485,811 Operating income (loss) (1) : North America $ 205,728 $ 174,012 $ 547,160 $ 446,600 Europe 91,332 85,781 249,638 239,011 Asia-Pacific 24,187 23,692 74,718 67,043 TSYS (2) (11,124 ) — (11,124 ) — Corporate (2) (136,086 ) (60,323 ) (265,137 ) (182,585 ) Consolidated operating income $ 174,037 $ 223,162 $ 595,255 $ 570,069 Depreciation and amortization (1) : North America $ 123,075 $ 106,022 $ 375,885 $ 313,980 Europe 12,876 11,660 38,971 36,180 Asia-Pacific 5,201 4,381 15,382 13,740 TSYS 40,213 — 40,213 — Corporate 2,381 1,994 7,047 5,548 Consolidated depreciation and amortization $ 183,746 $ 124,057 $ 477,498 $ 369,448 (1) Revenues, operating income and depreciation and amortization reflect the effects of acquired businesses from the respective acquisition dates. For further discussion of our acquisitions, see "Note 2 — Acquisitions." (2) Operating loss for Corporate included acquisition and integration expenses of $80.0 million and $8.2 million for the three months ended September 30, 2019 and 2018, respectively. Operating loss for Corporate included acquisition and integration expenses of $99.5 million and $34.6 million , respectively for the nine months ended September 30, 2019 and 2018. Operating loss for TSYS included acquisition and integration expenses of $20.9 million for the three and nine months ended September 30, 2019 . |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | $ 501,391 | |
Operating lease right-of-use assets | $ 455,992 | $ 235,979 |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | 274,000 | |
Operating lease right-of-use assets | $ 236,000 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | Sep. 18, 2019 | Oct. 17, 2018 | Sep. 04, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill acquired | $ 17,440,560 | |||||
TSYS | ||||||
Business Acquisition [Line Items] | ||||||
Entity stock issued per acquiree share (shares) | 0.8101 | |||||
Number of equity awards of acquiree exchanged for corresponding acquirer equity awards (shares) | 2,200,000 | |||||
Total purchase consideration transferred to TSYS shareholders | $ 23,772,741 | |||||
Goodwill acquired | 17,400,000 | 17,440,560 | ||||
Revenue of acquiree | $ 147,500 | |||||
Operating income (loss) of acquiree | (11,100) | |||||
Merger-related transaction costs | $ 53,500 | 65,700 | $ 150,000 | |||
Total purchase consideration | $ 24,474,953 | |||||
SICOM | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill acquired | $ 265,200 | |||||
Total purchase consideration | 410,200 | |||||
Measurement period adjustment of total purchase consideration | 400 | |||||
Expected tax deductible amount of goodwill acquired | $ 40,000 | |||||
AdvancedMD | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill acquired | $ 372,000 | |||||
Total purchase consideration | $ 706,900 | |||||
Measurement period adjustment of deferred income tax liabilities | $ 4,700 |
ACQUISITIONS - Total Considerat
ACQUISITIONS - Total Consideration Transferred (Details) - TSYS $ / shares in Units, $ in Thousands | Sep. 18, 2019USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Shares of TSYS common stock issued and outstanding (including single-trigger equity awards) (shares) | shares | 177,643,000 |
Exchange ratio (shares) | shares | 0.8101 |
Shares of Global Payments common stock issued to TSYS shareholders (shares) | shares | 143,909,000 |
Price per share of Global Payments common stock (USD per share) | $ / shares | $ 163.74 |
Fair value of common stock issued to TSYS shareholders(1) | $ 23,563,568 |
Value of Replacement Awards attributable to purchase consideration | 207,821 |
Cash paid to TSYS shareholders in lieu of fractional shares | 1,352 |
Total purchase consideration transferred to TSYS shareholders | 23,772,741 |
Repayment of TSYS's unsecured revolving credit facility (including accrued interest and fees) | 702,212 |
Total purchase consideration | $ 24,474,953 |
ACQUISITIONS - Acquisition Date
ACQUISITIONS - Acquisition Date Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 18, 2019 | Dec. 31, 2018 | Oct. 17, 2018 | Sep. 04, 2018 |
Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | |||||
Goodwill | $ 23,754,450 | $ 6,341,355 | |||
TSYS | |||||
Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | |||||
Cash and cash equivalents | 446,027 | ||||
Accounts receivable | 443,783 | ||||
Identified intangible assets | 11,020,000 | $ 11,020,000 | |||
Property and equipment | 695,560 | ||||
Other assets | 1,476,290 | ||||
Accounts payable and accrued liabilities | (594,558) | ||||
Debt | (3,295,284) | ||||
Deferred income tax liabilities | (2,843,643) | ||||
Other liabilities | (313,782) | ||||
Total identifiable net assets | 7,034,393 | ||||
Goodwill | 17,440,560 | ||||
Total purchase consideration | 24,474,953 | ||||
SICOM | |||||
Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | |||||
Cash and cash equivalents | 7,540 | ||||
Identified intangible assets | 188,294 | $ 188,294 | |||
Property and equipment | 5,838 | ||||
Other assets | 22,275 | ||||
Deferred income tax liabilities | (47,610) | ||||
Other liabilities | (31,350) | ||||
Total identifiable net assets | 144,987 | ||||
Goodwill | 265,214 | ||||
Total purchase consideration | 410,201 | ||||
AdvancedMD | |||||
Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | |||||
Cash and cash equivalents | 7,657 | ||||
Identified intangible assets | 419,500 | $ 419,500 | |||
Property and equipment | 5,672 | ||||
Other assets | 11,785 | ||||
Deferred income tax liabilities | (94,044) | ||||
Other liabilities | (15,647) | ||||
Total identifiable net assets | 334,923 | ||||
Goodwill | 371,962 | ||||
Total purchase consideration | $ 706,885 |
ACQUISITIONS - Fair Value of In
ACQUISITIONS - Fair Value of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 18, 2019 | Oct. 17, 2018 | Sep. 04, 2018 | Sep. 30, 2019 |
TSYS | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 11,020,000 | $ 11,020,000 | ||
Weighted-Average Estimated Amortization Periods | 14 years | |||
TSYS | Customer-related intangible assets | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 6,330,000 | |||
Weighted-Average Estimated Amortization Periods | 18 years | |||
TSYS | Contract-based intangible assets | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 1,810,000 | |||
Weighted-Average Estimated Amortization Periods | 20 years | |||
TSYS | Acquired technologies | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 1,810,000 | |||
Weighted-Average Estimated Amortization Periods | 7 years | |||
TSYS | Trademarks and trade names | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 1,070,000 | |||
Weighted-Average Estimated Amortization Periods | 12 years | |||
SICOM | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 188,294 | 188,294 | ||
Weighted-Average Estimated Amortization Periods | 10 years | |||
SICOM | Customer-related intangible assets | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 104,900 | |||
Weighted-Average Estimated Amortization Periods | 14 years | |||
SICOM | Contract-based intangible assets | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 6,880 | |||
Weighted-Average Estimated Amortization Periods | 5 years | |||
SICOM | Acquired technologies | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 65,312 | |||
Weighted-Average Estimated Amortization Periods | 6 years | |||
SICOM | Trademarks and trade names | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 11,202 | |||
Weighted-Average Estimated Amortization Periods | 3 years | |||
AdvancedMD | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 419,500 | $ 419,500 | ||
Weighted-Average Estimated Amortization Periods | 10 years | |||
AdvancedMD | Customer-related intangible assets | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 303,100 | |||
Weighted-Average Estimated Amortization Periods | 11 years | |||
AdvancedMD | Acquired technologies | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 83,700 | |||
Weighted-Average Estimated Amortization Periods | 5 years | |||
AdvancedMD | Trademarks and trade names | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Values | $ 32,700 | |||
Weighted-Average Estimated Amortization Periods | 15 years |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Actual | ||||
Total revenues | $ 1,105,941 | $ 857,670 | $ 2,924,131 | $ 2,485,811 |
Net income attributable to Global Payments | 95,044 | 176,370 | 327,842 | 376,838 |
TSYS | ||||
Actual | ||||
Total revenues | 147,470 | 0 | 147,470 | 0 |
Pro Forma | ||||
Total revenues | 1,993,089 | 1,864,534 | 5,866,522 | 5,469,240 |
Net income attributable to Global Payments | $ 219,010 | $ 240,478 | $ 614,317 | $ 407,899 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,105,941 | $ 857,670 | $ 2,924,131 | $ 2,485,811 |
TSYS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 147,470 | 0 | 147,470 | 0 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 734,841 | 643,715 | 2,129,182 | 1,859,545 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 164,950 | 157,584 | 468,168 | 456,492 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 58,680 | 56,371 | 179,311 | 169,774 |
Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 958,471 | 857,670 | 2,776,661 | 2,485,811 |
Operating segments | TSYS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 147,470 | 0 | 147,470 | 0 |
Operating segments | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 903,166 | 785,754 | 2,590,599 | 2,249,122 |
Operating segments | Wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55,305 | 71,916 | 186,062 | 236,689 |
Operating segments | Relationship-led | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 454,780 | 393,673 | 1,295,797 | 1,127,741 |
Operating segments | Technology-enabled | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 448,386 | 392,081 | 1,294,802 | 1,121,381 |
Operating segments | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 734,841 | 643,715 | 2,129,182 | 1,859,545 |
Operating segments | North America | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 679,536 | 571,799 | 1,943,120 | 1,622,856 |
Operating segments | North America | Wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55,305 | 71,916 | 186,062 | 236,689 |
Operating segments | North America | Relationship-led | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 310,389 | 254,593 | 882,026 | 725,874 |
Operating segments | North America | Technology-enabled | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 369,147 | 317,206 | 1,061,094 | 896,982 |
Operating segments | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 164,950 | 157,584 | 468,168 | 456,492 |
Operating segments | Europe | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 164,950 | 157,584 | 468,168 | 456,492 |
Operating segments | Europe | Wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating segments | Europe | Relationship-led | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 114,562 | 105,468 | 319,781 | 300,642 |
Operating segments | Europe | Technology-enabled | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 50,388 | 52,116 | 148,387 | 155,850 |
Operating segments | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 58,680 | 56,371 | 179,311 | 169,774 |
Operating segments | Asia-Pacific | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 58,680 | 56,371 | 179,311 | 169,774 |
Operating segments | Asia-Pacific | Wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating segments | Asia-Pacific | Relationship-led | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29,829 | 33,612 | 93,990 | 101,225 |
Operating segments | Asia-Pacific | Technology-enabled | Direct distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 28,851 | $ 22,759 | $ 85,321 | $ 68,549 |
REVENUES - Supplemental Balance
REVENUES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Contract liabilities, net (current) | $ 195,472 | $ 146,947 |
Contract liabilities, net (noncurrent) | 28,039 | 8,595 |
Obtain Contract | ||
Assets: | ||
Capitalized costs, net | 216,540 | 194,616 |
Fulfill Contract | ||
Assets: | ||
Capitalized costs, net | $ 24,114 | $ 12,954 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized from contract liabilities balances at beginning of the period | $ 52 | $ 39.2 | $ 122.7 | $ 90.2 |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 2,543,301 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 228,002 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 746,107 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 608,080 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 435,065 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 526,047 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 7 years |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 23,754,450 | $ 6,341,355 |
Other intangible assets: | ||
Other intangible assets | 14,878,341 | 3,850,897 |
Less accumulated amortization: | ||
Less accumulated amortization | 1,693,950 | 1,362,279 |
Other intangible assets, net | 13,184,391 | 2,488,618 |
Customer-related intangible assets | ||
Other intangible assets: | ||
Other intangible assets | 8,812,560 | 2,486,217 |
Less accumulated amortization: | ||
Less accumulated amortization | 1,032,218 | 860,715 |
Acquired technologies | ||
Other intangible assets: | ||
Other intangible assets | 2,726,862 | 896,701 |
Less accumulated amortization: | ||
Less accumulated amortization | 474,904 | 351,170 |
Contract-based intangible assets | ||
Other intangible assets: | ||
Other intangible assets | 1,981,156 | 178,391 |
Less accumulated amortization: | ||
Less accumulated amortization | 75,804 | 67,160 |
Trademarks and trade names | ||
Other intangible assets: | ||
Other intangible assets | 1,357,763 | 289,588 |
Less accumulated amortization: | ||
Less accumulated amortization | $ 111,024 | $ 83,234 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Roll-Forward (Details) - USD ($) $ in Thousands | Sep. 18, 2019 | Sep. 30, 2019 |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 6,341,355 | |
Effect of foreign currency translation | (27,858) | |
Goodwill acquired | 17,440,560 | |
Measurement-period adjustments | 393 | |
Balance at end of period | 23,754,450 | |
TSYS | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 0 | |
Effect of foreign currency translation | 0 | |
Goodwill acquired | $ 17,400,000 | 17,440,560 |
Measurement-period adjustments | 0 | |
Balance at end of period | 17,440,560 | |
North America | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 5,530,087 | |
Effect of foreign currency translation | 3,217 | |
Goodwill acquired | 0 | |
Measurement-period adjustments | (4,370) | |
Balance at end of period | 5,528,934 | |
Europe | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 484,761 | |
Effect of foreign currency translation | (19,533) | |
Goodwill acquired | 0 | |
Measurement-period adjustments | 0 | |
Balance at end of period | 465,228 | |
Asia-Pacific | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 326,507 | |
Effect of foreign currency translation | (11,542) | |
Goodwill acquired | 0 | |
Measurement-period adjustments | 4,763 | |
Balance at end of period | $ 319,728 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment of goodwill | $ 0 | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 18, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Weighted-average remaining lease term of operating leases | 7 years 6 months | 7 years 6 months | |
Weighted-average remaining lease term of finance leases | 5 years 4 months 24 days | 5 years 4 months 24 days | |
Weighted-average discount rate of operating leases (as a percent) | 4.10% | 4.10% | |
Weighted-average discount rate of finance leases (as a percent) | 2.80% | 2.80% | |
Operating lease costs | $ 23.4 | $ 53.3 | |
Variable lease costs | 9 | 14 | |
Cash paid for amounts included in the measurement of operating lease liabilities | 43 | ||
Operating lease liabilities arising from obtaining new or modified right-of-use assets | 23.5 | ||
Operating lease liabilities acquired | $ 256.6 | ||
Finance lease liabilities acquired | $ 271.9 | ||
Selling, General and Administrative Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease costs | 20.4 | 47.9 | |
Cost of Services | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease costs | $ 3 | $ 5.4 |
LEASES - Lease Assets and Liabi
LEASES - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Jan. 01, 2019 | |
Assets: | ||
Total operating lease right-of-use-assets | $ 455,992 | $ 235,979 |
Gross finance lease right-of-use assets | 26,722 | 0 |
Less accumulated depreciation: | (487) | 0 |
Total finance lease right-of-use assets | 26,235 | 0 |
Total right-of-use assets | 482,227 | 235,979 |
Liabilities: | ||
Operating lease liabilities (current) | 88,280 | 37,339 |
Operating lease liabilities (noncurrent) | 413,111 | 236,697 |
Finance lease liabilities (current) | 6,414 | 0 |
Finance lease liabilities (noncurrent) | 27,852 | 0 |
Total lease liabilities | $ 535,657 | 274,036 |
Proportion of operating lease right-of-use assets located in the United States (as a percent) | 85.00% | |
Real estate | ||
Assets: | ||
Total operating lease right-of-use-assets | $ 368,816 | 231,720 |
Computer equipment | ||
Assets: | ||
Total operating lease right-of-use-assets | 85,961 | 0 |
Gross finance lease right-of-use assets | 22,020 | 0 |
Less accumulated depreciation: | (470) | 0 |
Other | ||
Assets: | ||
Total operating lease right-of-use-assets | 1,215 | 4,259 |
Gross finance lease right-of-use assets | 4,702 | 0 |
Less accumulated depreciation: | $ (17) | $ 0 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2019 | $ 22,197 | |
2020 | 106,212 | |
2021 | 97,330 | |
2022 | 86,099 | |
2023 | 57,251 | |
2024 | 47,250 | |
2025 and thereafter | 180,794 | |
Total lease payments | 597,133 | |
Imputed interest | (95,742) | |
Total lease liabilities | 501,391 | |
Finance Leases | ||
2019 | 1,781 | |
2020 | 7,328 | |
2021 | 7,100 | |
2022 | 7,066 | |
2023 | 6,674 | |
2024 | 6,597 | |
2025 and thereafter | 273 | |
Total lease payments | 36,819 | |
Imputed interest | (2,553) | |
Total lease liabilities | 34,266 | $ 0 |
Leases not yet commenced | $ 40,000 | $ 70,000 |
LEASES - Future Minimum Payment
LEASES - Future Minimum Payments for Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 50,095 | |
2020 | 47,700 | |
2021 | 40,035 | |
2022 | 37,055 | |
2023 | 33,298 | |
2024 and thereafter | 225,225 | |
Total future minimum payments | 433,408 | |
Leases not yet commenced | $ 40,000 | $ 70,000 |
LONG-TERM DEBT AND LINES OF C_3
LONG-TERM DEBT AND LINES OF CREDIT - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Other borrowings | $ 34,266 | $ 0 |
Total long-term debt | 9,021,077 | 5,130,243 |
Less current portion | 33,373 | 115,075 |
Long-term debt, excluding current portion | 8,987,704 | 5,015,168 |
Unsecured term loan facility | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 1,980,886 | 0 |
Unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 783,000 | 0 |
Secured term loans (outstanding under our Prior Credit Facility) | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 0 | 4,426,243 |
Secured revolving credit facility (outstanding under our Prior Credit Facility) | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 0 | 704,000 |
Other borrowings | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 40,374 | 0 |
3.800% senior notes due April 1, 2021 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 763,194 | 0 |
Stated interest rate (as a percent) | 3.80% | |
3.750% senior notes due June 1, 2023 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 568,598 | 0 |
Stated interest rate (as a percent) | 3.75% | |
4.000% senior notes due June 1, 2023 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 574,170 | 0 |
Stated interest rate (as a percent) | 4.00% | |
2.650% senior notes due February 15, 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 991,090 | 0 |
Stated interest rate (as a percent) | 2.65% | |
4.800% senior notes due April 1, 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 823,448 | 0 |
Stated interest rate (as a percent) | 4.80% | |
4.450% senior notes due June 1, 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 488,081 | 0 |
Stated interest rate (as a percent) | 4.45% | |
3.200% senior notes due August 15, 2029 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 1,234,560 | 0 |
Stated interest rate (as a percent) | 3.20% | |
4.150% senior notes due August 15, 2049 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 739,410 | $ 0 |
Stated interest rate (as a percent) | 4.15% |
LONG-TERM DEBT AND LINES OF C_4
LONG-TERM DEBT AND LINES OF CREDIT - Narrative (Details) | May 27, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2021 | Dec. 31, 2019USD ($) | Sep. 18, 2019USD ($) | Aug. 14, 2019USD ($) | Jul. 09, 2019USD ($) | Jun. 30, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Amortization of discounts, premiums, and deferred debt issuance costs | $ 3,100,000 | $ 2,900,000 | $ 9,200,000 | $ 8,600,000 | ||||||||
Interest expense | 96,000,000 | $ 46,000,000 | 221,000,000 | $ 140,000,000 | ||||||||
Write-off of unamortized debt issuance sost | 16,700,000 | 16,700,000 | ||||||||||
Forward-starting interest rate swap | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Derivative settlement payments | 48,300,000 | |||||||||||
Interest rate swap | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Accumulated other comprehensive income (loss) related to interest rate | 19,100,000 | 19,100,000 | ||||||||||
Accounts payable and accrued liabilities | Forward-starting interest rate swap | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notional amount | $ 1,000,000,000 | |||||||||||
Line of credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 699,000,000 | 699,000,000 | ||||||||||
Remaining borrowing capacity | 871,900,000 | 871,900,000 | ||||||||||
Net repayments of settlement lines of credit | 72,100,000 | $ 70,600,000 | ||||||||||
Amount outstanding under lines of credit | $ 547,600,000 | $ 547,600,000 | $ 700,500,000 | |||||||||
Weighted-average interest rate of short-term debt (as a percent) | 3.34% | 3.34% | 2.97% | |||||||||
Average outstanding balance | $ 426,600,000 | |||||||||||
Fourth Amendment | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum leverage ratio | 3.50 | 3.50 | ||||||||||
Minimum interest coverage ratio | 3 | 3 | ||||||||||
Fourth Amendment | Revolving Credit Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee rate (as a percent) | 0.125% | |||||||||||
Fourth Amendment | Revolving Credit Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee rate (as a percent) | 0.30% | |||||||||||
Senior Notes and Term Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized debt issuance costs | $ 48,000,000 | $ 48,000,000 | ||||||||||
Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized discount | 6,000,000 | 6,000,000 | ||||||||||
Fair value of debt instrument | 6,313,200,000 | 6,313,200,000 | ||||||||||
Senior Notes | TSYS | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of discounts, premiums, and deferred debt issuance costs | $ 1,500,000 | $ 1,500,000 | ||||||||||
Fair value of debt instrument | $ 3,200,000,000 | |||||||||||
Unamortized premium | 169,000,000 | |||||||||||
Senior Notes | Senior Unsecured Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 3,000,000,000 | |||||||||||
Senior Notes | Senior Unsecured Notes | TSYS | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 3,000,000,000 | |||||||||||
Senior Notes | 3.800% senior notes due April 1, 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 750,000,000 | |||||||||||
Stated interest rate (as a percent) | 3.80% | 3.80% | ||||||||||
Senior Notes | 3.750% senior notes due June 1, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 550,000,000 | |||||||||||
Stated interest rate (as a percent) | 3.75% | 3.75% | ||||||||||
Senior Notes | 4.000% senior notes due June 1, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 550,000,000 | |||||||||||
Stated interest rate (as a percent) | 4.00% | 4.00% | ||||||||||
Senior Notes | 2.650% senior notes due February 15, 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 1,000,000,000 | |||||||||||
Stated interest rate (as a percent) | 2.65% | 2.65% | ||||||||||
Senior Notes | 4.800% senior notes due April 1, 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 750,000,000 | |||||||||||
Stated interest rate (as a percent) | 4.80% | 4.80% | ||||||||||
Senior Notes | 4.450% senior notes due June 1, 2028 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 450,000,000 | |||||||||||
Stated interest rate (as a percent) | 4.45% | 4.45% | ||||||||||
Senior Notes | 3.200% senior notes due August 15, 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 1,250,000,000 | |||||||||||
Stated interest rate (as a percent) | 3.20% | 3.20% | ||||||||||
Senior Notes | 4.150% senior notes due August 15, 2049 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 750,000,000 | |||||||||||
Stated interest rate (as a percent) | 4.15% | 4.15% | ||||||||||
Term Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized debt issuance costs | $ 37,400,000 | |||||||||||
Term Loans | Term Loan A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 1,500,000,000 | $ 1,500,000,000 | ||||||||||
Term Loans | Term Loan A | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Rate of quarterly installment payments (as a percent) | 2.50% | |||||||||||
Term Loans | Term Loan A-2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 1,370,000,000 | 1,370,000,000 | ||||||||||
Term Loans | Term Loan B-2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized discount | 6,100,000 | 6,100,000 | ||||||||||
Face amount of debt instrument | 1,140,000,000 | 1,140,000,000 | ||||||||||
Capitalized debt issuance costs | 29,300,000 | 29,300,000 | ||||||||||
Term Loans | Term Loan B-4 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | 500,000,000 | 500,000,000 | ||||||||||
Term Loans | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 1,500,000,000 | $ 1,500,000,000 | ||||||||||
Unsecured Debt | Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate (as a percent) | 3.42% | 3.42% | ||||||||||
Unsecured Debt | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate (as a percent) | 3.33% | 3.33% | ||||||||||
Unsecured Debt | Unsecured revolving credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized debt issuance costs | $ 18,600,000 | $ 18,600,000 | ||||||||||
Unsecured Debt | Bridge Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 2,750,000,000 | 0 | 0 | $ 2,100,000,000 | ||||||||
Expiration period of credit facility | 364 days | |||||||||||
Interest expense | 8,800,000 | $ 11,700,000 | ||||||||||
Unsecured Debt | Five Year Senior Unsecured Credit Facility | Term Loan Facility | Federal Funds Effective Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||||||
Unsecured Debt | Five Year Senior Unsecured Credit Facility | Term Loan Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||||||||
Unsecured Debt | Five Year Senior Unsecured Credit Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Capitalized debt issuance costs | 12,800,000 | $ 12,800,000 | ||||||||||
Unsecured Debt | Five Year Senior Unsecured Credit Facility | Forecast | Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 2,000,000,000 | |||||||||||
Unsecured Debt | Five Year Senior Unsecured Credit Facility | Forecast | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 3,000,000,000 | |||||||||||
Line of credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized debt issuance costs | $ 12,900,000 | |||||||||||
Line of credit | Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 250,000,000 | 250,000,000 | ||||||||||
Line of credit | Standby Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining borrowing capacity | $ 2,198,800,000 | $ 2,198,800,000 |
LONG-TERM DEBT AND LINES OF C_5
LONG-TERM DEBT AND LINES OF CREDIT - Maturities of Long-Term Debt (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 11,536 |
2020 | 22,953 |
2021 | 754,906 |
2022 | 50,038 |
2023 | 1,300,000 |
2024 | 2,533,000 |
2025 and thereafter | 4,200,000 |
Total | $ 8,872,433 |
LONG-TERM DEBT AND LINES OF C_6
LONG-TERM DEBT AND LINES OF CREDIT - Derivative Instruments (Details) - Interest rate swap - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets | ||
Debt Instrument [Line Items] | ||
Weighted-average fixed rate of interest (as a percent) | 1.46% | |
Interest rate swaps | $ 950,000 | $ 3,200,000 |
Notional amount | 500,000,000 | 750,000,000 |
Other noncurrent assets | ||
Debt Instrument [Line Items] | ||
Interest rate swaps | $ 0 | 8,256,000 |
Notional amount | 550,000,000 | |
Other noncurrent liabilities | ||
Debt Instrument [Line Items] | ||
Weighted-average fixed rate of interest (as a percent) | 2.57% | |
Interest rate swaps | $ 55,238,000 | 14,601,000 |
Notional amount | $ 1,500,000,000 | $ 950,000,000 |
LONG-TERM DEBT AND LINES OF C_7
LONG-TERM DEBT AND LINES OF CREDIT - Effect on Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivatives in cash flow hedging relationships: | ||||
Net unrealized (losses) gains recognized in other comprehensive loss | $ (40,265) | $ 1,845 | $ (96,997) | $ 12,353 |
Net unrealized losses (gains) reclassified out of other comprehensive loss to interest expense | $ 1,193 | $ (1,663) | $ (1,530) | $ (2,830) |
INCOME TAX - Narrative (Details
INCOME TAX - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | (18.70%) | (3.40%) | 10.10% | 10.40% |
Reduction of estimated transition tax liability associated with the U.S. Tax Cuts and Jobs Act of 2017 | $ 23.3 | $ 23.3 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||
Number of shares repurchased and retired (shares) | 1,808,398 | 1,612,174 | |||
Cost of shares repurchased, including commissions | $ 229,994 | $ 180,897 | |||
Average cost per share (USD per share) | $ 127.18 | $ 112.19 | |||
Common stock authorized (shares) | 400,000,000 | 200,000,000 | 200,000,000 | ||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Dividends declared (USD per share) | $ 0.195 | ||||
Other than accelerated share repurchase program | |||||
Class of Stock [Line Items] | |||||
Remaining authorized repurchase amount (up to) | $ 568,000 |
SHARE-BASED AWARDS AND STOCK _3
SHARE-BASED AWARDS AND STOCK OPTIONS - Share-Based Compensation Expense and Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Share-based compensation expense | $ 27,877 | $ 14,833 | $ 55,791 | $ 44,937 |
Income tax benefit | $ 4,396 | $ 3,614 | $ 10,633 | $ 10,276 |
SHARE-BASED AWARDS AND STOCK _4
SHARE-BASED AWARDS AND STOCK OPTIONS - Share-Based Awards (Details) - Share-Based Awards shares in Thousands | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Shares | |
Beginning balance (shares) | shares | 1,084 |
Replacement Awards (shares) | shares | 894 |
Granted (shares) | shares | 772 |
Vested (shares) | shares | (490) |
Forfeited (shares) | shares | (88) |
Ending balance (shares) | shares | 2,172 |
Weighted-Average Grant-Date Fair Value | |
Beginning balance (USD per share) | $ / shares | $ 108.51 |
Replacement Awards (USD per share) | $ / shares | 163.74 |
Granted (USD per share) | $ / shares | 141.42 |
Vested (USD per share) | $ / shares | 71.92 |
Forfeited (USD per share) | $ / shares | 112.47 |
Ending balance (USD per share) | $ / shares | $ 151.06 |
SHARE-BASED AWARDS AND STOCK _5
SHARE-BASED AWARDS AND STOCK OPTIONS - Share-Based Awards Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 27,877 | $ 14,833 | $ 55,791 | $ 44,937 |
Share-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of share-based awards vested | 35,300 | 45,000 | ||
Share-based compensation expense | 20,200 | $ 13,800 | 45,000 | $ 41,100 |
Compensation not yet recognized | $ 175,100 | $ 175,100 | ||
Weighted-average period of unrecognized compensation cost | 2 years 2 months 12 days |
SHARE-BASED AWARDS AND STOCK _6
SHARE-BASED AWARDS AND STOCK OPTIONS - Stock Option Activity (Details) - Employee stock option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Options | ||
Outstanding at beginning of period (shares) | 598 | |
Replacement Awards (shares) | 1,336 | |
Granted (shares) | 109 | |
Exercised (shares) | (221) | |
Outstanding at end of period (shares) | 1,822 | 598 |
Options vested and exercisable (shares) | 1,217 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (USD per share) | $ 59.16 | |
Replacement Awards (USD per share) | 68.96 | |
Granted (USD per share) | 128.22 | |
Exercised (USD per share) | 32.54 | |
Outstanding at end of period (USD per share) | 73.71 | $ 59.16 |
Options vested and exercisable (USD per share) | $ 57.29 | |
Weighted-Average Remaining Contractual Term | ||
Outstanding | 6 years 9 months 18 days | 6 years 2 months 12 days |
Options vested and exercisable | 5 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 155.4 | $ 27.3 |
Options vested and exercisable | $ 123.7 |
SHARE-BASED AWARDS AND STOCK _7
SHARE-BASED AWARDS AND STOCK OPTIONS - Stock Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 27,877 | $ 14,833 | $ 55,791 | $ 44,937 |
Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 7,000 | $ 700 | 8,600 | 2,300 |
Aggregate intrinsic value of stock options exercised | 22,900 | $ 15,900 | ||
Total unrecognized compensation cost | $ 15,400 | $ 15,400 | ||
Weighted-average period of unrecognized compensation cost | 1 year 8 months 12 days | |||
Weighted average grant date fair value for each option granted (USD per share) | $ 99.56 | $ 35.09 | $ 99.56 | $ 35.09 |
SHARE-BASED AWARDS AND STOCK _8
SHARE-BASED AWARDS AND STOCK OPTIONS - Valuation Assumptions (Details) - Employee stock option | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 1.72% | 2.60% |
Expected volatility (as a percent) | 31.00% | 29.00% |
Dividend yield (as a percent) | 0.04% | 0.04% |
Expected term (years) | 5 years | 5 years |
EARNINGS PER SHARE - Summary (D
EARNINGS PER SHARE - Summary (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average number of shares outstanding (shares) | 177,039 | 158,168 | 163,846 | 158,827 |
Plus: Dilutive effect of stock options and other share-based awards (shares) | 504 | 538 | 485 | 632 |
Diluted weighted-average number of shares outstanding (shares) | 177,543 | 158,706 | 164,331 | 159,459 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||||
Foreign currency translation adjustment, other comprehensive income (loss) | $ (8.7) | $ (11.7) | $ 9.4 | $ 11.8 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | $ 3,991,407 | ||||
Cumulative effect of adoption of new accounting standard | $ 49,126 | ||||
Other comprehensive income (loss), net of tax | $ (88,161) | $ (26,916) | (117,892) | $ (85,558) | |
Balance at end of period | 27,774,634 | 27,774,634 | |||
Accumulated Other Comprehensive Loss | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (339,906) | (243,629) | (310,175) | (183,144) | |
Cumulative effect of adoption of new accounting standard | (1,843) | ||||
Balance at end of period | (428,067) | (270,545) | (428,067) | (270,545) | |
Foreign Currency Translation | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (289,194) | (253,372) | (304,274) | (185,856) | |
Cumulative effect of adoption of new accounting standard | (1,843) | ||||
Other comprehensive income (loss), net of tax | (58,415) | (26,930) | (43,335) | (92,603) | |
Balance at end of period | (347,609) | (280,302) | (347,609) | (280,302) | |
Unrealized Gains (Losses) on Hedging Activities | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (47,313) | 14,030 | (2,374) | 6,999 | |
Cumulative effect of adoption of new accounting standard | 0 | ||||
Other comprehensive income (loss), net of tax | (29,783) | 72 | (74,722) | 7,103 | |
Balance at end of period | (77,096) | 14,102 | (77,096) | 14,102 | |
Other | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (3,399) | (4,287) | (3,527) | (4,287) | |
Cumulative effect of adoption of new accounting standard | $ 0 | ||||
Other comprehensive income (loss), net of tax | 37 | (58) | 165 | (58) | |
Balance at end of period | $ (3,362) | $ (4,345) | $ (3,362) | $ (4,345) |
SEGMENT INFORMATION - Summary (
SEGMENT INFORMATION - Summary (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,105,941 | $ 857,670 | $ 2,924,131 | $ 2,485,811 |
Operating income (loss) | 174,037 | 223,162 | 595,255 | 570,069 |
Depreciation and amortization | 183,746 | 124,057 | 477,498 | 369,448 |
Merger-related transaction costs | 20,900 | 20,900 | ||
TSYS | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 147,470 | 0 | 147,470 | 0 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 958,471 | 857,670 | 2,776,661 | 2,485,811 |
Operating segments | TSYS | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 147,470 | 0 | 147,470 | 0 |
Operating income (loss) | (11,124) | 0 | (11,124) | 0 |
Depreciation and amortization | 40,213 | 0 | 40,213 | 0 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (136,086) | (60,323) | (265,137) | (182,585) |
Depreciation and amortization | 2,381 | 1,994 | 7,047 | 5,548 |
Acquisition-related costs | 80,000 | 8,200 | 99,500 | 34,600 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 734,841 | 643,715 | 2,129,182 | 1,859,545 |
North America | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 734,841 | 643,715 | 2,129,182 | 1,859,545 |
Operating income (loss) | 205,728 | 174,012 | 547,160 | 446,600 |
Depreciation and amortization | 123,075 | 106,022 | 375,885 | 313,980 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 164,950 | 157,584 | 468,168 | 456,492 |
Europe | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 164,950 | 157,584 | 468,168 | 456,492 |
Operating income (loss) | 91,332 | 85,781 | 249,638 | 239,011 |
Depreciation and amortization | 12,876 | 11,660 | 38,971 | 36,180 |
Asia-Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 58,680 | 56,371 | 179,311 | 169,774 |
Asia-Pacific | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 58,680 | 56,371 | 179,311 | 169,774 |
Operating income (loss) | 24,187 | 23,692 | 74,718 | 67,043 |
Depreciation and amortization | $ 5,201 | $ 4,381 | $ 15,382 | $ 13,740 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Sep. 23, 2019USD ($) |
Frontline Case | Performance Guarantee | |
Loss Contingencies [Line Items] | |
Damages awarded | $ 135.2 |
Uncategorized Items - gpn201909
Label | Element | Value |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 49,126,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 50,969,000 |