þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2013
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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DELAWARE
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20-4531180
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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12500 EAST BELFORD AVENUE
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80112
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ENGLEWOOD, CO
(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if smaller reporting company)
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Smaller reporting company
¨
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PAGE
NUMBER
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2013
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2012
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2013
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2012
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||||||||
Revenues:
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||||||||
Transaction fees
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$
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1,016.3
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$
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1,059.4
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$
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1,994.3
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$
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2,100.3
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Foreign exchange revenues
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338.0
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334.6
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650.4
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657.2
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Other revenues
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31.6
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31.1
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66.6
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61.0
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||||
Total revenues
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1,385.9
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1,425.1
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2,711.3
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2,818.5
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||||
Expenses:
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|
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||||||||
Cost of services
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811.7
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797.5
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1,571.1
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1,580.5
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Selling, general and administrative
|
297.4
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281.7
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566.5
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559.6
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Total expenses
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1,109.1
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1,079.2
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2,137.6
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2,140.1
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Operating income
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276.8
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345.9
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573.7
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678.4
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Other income/(expense):
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||||||||
Interest income
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0.7
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1.2
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1.1
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2.7
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|
||||
Interest expense
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(48.0
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)
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(45.1
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)
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(96.9
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)
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(89.5
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)
|
||||
Derivative gains/(losses), net
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(0.2
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)
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(0.7
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)
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0.3
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|
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0.9
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Other income, net
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2.9
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8.8
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4.2
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7.7
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Total other expense, net
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(44.6
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)
|
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(35.8
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)
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(91.3
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)
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(78.2
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)
|
||||
Income before income taxes
|
232.2
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|
310.1
|
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482.4
|
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600.2
|
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Provision for income taxes
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33.6
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38.9
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71.8
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81.7
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Net income
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$
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198.6
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$
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271.2
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$
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410.6
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$
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518.5
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Earnings per share:
|
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Basic
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$
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0.36
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$
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0.44
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$
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0.73
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$
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0.84
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Diluted
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$
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0.36
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$
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0.44
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$
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0.73
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$
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0.84
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Weighted-average shares outstanding:
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||||||||
Basic
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555.7
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610.9
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561.7
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615.0
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Diluted
|
558.3
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613.1
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564.0
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617.5
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Cash dividends declared per common share
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$
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0.125
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$
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0.10
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$
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0.25
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$
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0.20
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2013
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2012
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2013
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2012
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||||||||
Net income
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$
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198.6
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$
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271.2
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$
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410.6
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$
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518.5
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Other comprehensive income, net of tax (Note 8):
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Unrealized gains/(losses) on investment securities
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(2.6
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)
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0.1
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(3.5
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)
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2.9
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Unrealized gains/(losses) on hedging activities
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(1.4
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)
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25.5
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19.0
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4.3
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Foreign currency translation adjustments
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(2.6
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)
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(1.8
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)
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(5.7
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)
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1.0
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Defined benefit pension plan adjustments
|
2.0
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1.7
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4.5
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3.3
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Total other comprehensive income
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(4.6
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)
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25.5
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14.3
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11.5
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Comprehensive income
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$
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194.0
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$
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296.7
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$
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424.9
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$
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530.0
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June 30,
2013 |
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December 31,
2012 |
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Assets
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Cash and cash equivalents
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$
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1,395.4
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$
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1,776.5
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Settlement assets
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3,462.8
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3,114.6
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Property and equipment, net of accumulated depreciation of $407.2 and $384.5, respectively
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203.6
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196.1
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Goodwill
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3,176.3
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3,179.7
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Other intangible assets, net of accumulated amortization of $577.1 and $519.7, respectively
|
897.6
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878.9
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Other assets
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453.7
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|
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319.9
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Total assets
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$
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9,589.4
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$
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9,465.7
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Liabilities and Stockholders’ Equity
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Liabilities:
|
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|
||||
Accounts payable and accrued liabilities
|
$
|
541.5
|
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$
|
556.2
|
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Settlement obligations
|
3,462.8
|
|
|
3,114.6
|
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Income taxes payable
|
210.7
|
|
|
218.3
|
|
||
Deferred tax liability, net
|
350.5
|
|
|
352.1
|
|
||
Borrowings
|
3,717.3
|
|
|
4,029.2
|
|
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Other liabilities
|
378.0
|
|
|
254.7
|
|
||
Total liabilities
|
8,660.8
|
|
|
8,525.1
|
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Commitments and contingencies (Note 5)
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||||
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|
||||
Stockholders’ equity:
|
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|
||||
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued
|
—
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|
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—
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Common stock, $0.01 par value; 2,000 shares authorized; 551.8 shares and 572.1 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively
|
5.5
|
|
|
5.7
|
|
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Capital surplus
|
354.0
|
|
|
332.8
|
|
||
Retained earnings
|
707.4
|
|
|
754.7
|
|
||
Accumulated other comprehensive loss
|
(138.3
|
)
|
|
(152.6
|
)
|
||
Total stockholders’ equity
|
928.6
|
|
|
940.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
9,589.4
|
|
|
$
|
9,465.7
|
|
|
Six Months Ended
June 30, |
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
410.6
|
|
|
$
|
518.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
31.6
|
|
|
31.3
|
|
||
Amortization
|
97.7
|
|
|
91.6
|
|
||
Other non-cash items, net
|
7.6
|
|
|
1.2
|
|
||
Increase/(decrease) in cash, excluding the effects of acquisitions, resulting from changes in:
|
|
|
|
||||
Other assets
|
(26.8
|
)
|
|
(19.8
|
)
|
||
Accounts payable and accrued liabilities
|
(16.3
|
)
|
|
(45.3
|
)
|
||
Income taxes payable (Note 12)
|
(13.2
|
)
|
|
(111.1
|
)
|
||
Other liabilities
|
(13.7
|
)
|
|
(20.7
|
)
|
||
Net cash provided by operating activities
|
477.5
|
|
|
445.7
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capitalization of contract costs
|
(42.1
|
)
|
|
(78.3
|
)
|
||
Capitalization of purchased and developed software
|
(28.8
|
)
|
|
(15.6
|
)
|
||
Purchases of property and equipment
|
(35.8
|
)
|
|
(27.4
|
)
|
||
Acquisition of business, net
|
—
|
|
|
(4.8
|
)
|
||
Net cash used in investing activities
|
(106.7
|
)
|
|
(126.1
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from exercise of options
|
3.9
|
|
|
45.0
|
|
||
Cash dividends paid
|
(139.6
|
)
|
|
(122.3
|
)
|
||
Common stock repurchased
|
(316.2
|
)
|
|
(302.4
|
)
|
||
Net proceeds from commercial paper
|
—
|
|
|
93.0
|
|
||
Principal payments on borrowings
|
(300.0
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(751.9
|
)
|
|
(286.7
|
)
|
||
Net change in cash and cash equivalents
|
(381.1
|
)
|
|
32.9
|
|
||
Cash and cash equivalents at beginning of period
|
1,776.5
|
|
|
1,370.9
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,395.4
|
|
|
$
|
1,403.8
|
|
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
98.1
|
|
|
$
|
94.5
|
|
Income taxes paid (Note 12)
|
$
|
82.8
|
|
|
$
|
204.9
|
|
•
|
Consumer-to-Consumer - The Consumer-to-Consumer operating segment facilitates money transfers between two consumers, primarily through a network of third-party agents. The Company’s multi-currency, real-time money transfer service is viewed by the Company as one interconnected global network where a money transfer can be sent from one location to another, around the world. This service is available for international cross-border transfers - that is, the transfer of funds from one country to another - and, in certain countries, intra-country transfers - that is, money transfers from one location to another in the same country. This segment also includes money transfer transactions that can be initiated through the Company’s websites and account based money transfers.
|
•
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Consumer-to-Business - The Consumer-to-Business operating segment facilitates bill payments from consumers to businesses and other organizations, including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and other businesses. The significant majority of the segment’s revenue was generated in the United States during all periods presented.
|
•
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Business Solutions - The Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations and individuals. The majority of the segment’s business relates to exchanges of currency at the spot rate which enables customers to make cross-currency payments. In addition, in certain countries, the Company writes foreign currency forward and option contracts for customers to facilitate future payments.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Basic weighted-average shares outstanding
|
555.7
|
|
|
610.9
|
|
|
561.7
|
|
|
615.0
|
|
Common stock equivalents
|
2.6
|
|
|
2.2
|
|
|
2.3
|
|
|
2.5
|
|
Diluted weighted-average shares outstanding
|
558.3
|
|
|
613.1
|
|
|
564.0
|
|
|
617.5
|
|
|
Severance, Outplacement and Related Benefits
|
|
Other (b)
|
|
Total
|
||||||
Balance, December 31, 2012
|
$
|
25.7
|
|
|
$
|
1.6
|
|
|
$
|
27.3
|
|
Expenses (a)
|
11.0
|
|
|
6.7
|
|
|
17.7
|
|
|||
Cash payments
|
(12.0
|
)
|
|
(5.1
|
)
|
|
(17.1
|
)
|
|||
Non-cash benefit/(expense) (a)
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Balance, June 30, 2013
|
$
|
24.9
|
|
|
$
|
3.0
|
|
|
$
|
27.9
|
|
|
|
|
|
|
|
||||||
Cumulative expenses incurred to date
|
$
|
39.9
|
|
|
$
|
8.7
|
|
|
$
|
48.6
|
|
Estimated additional expenses expected to be incurred
|
7.0
|
|
|
20.0
|
|
|
27.0
|
|
|||
Total expenses
|
$
|
46.9
|
|
|
$
|
28.7
|
|
|
$
|
75.6
|
|
(a)
|
Expenses include a non-cash benefit for adjustments to stock compensation for awards forfeited by employees. Other expenses also include non-cash write-offs and accelerated depreciation of fixed assets and leasehold improvements. These amounts were recognized outside of the accrual.
|
(b)
|
Other expenses primarily related to the relocation of various operations to new and existing Company facilities and third-party providers including expenses for hiring, training, relocation, travel and professional fees. All such expenses were or will be recorded when incurred.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2013
|
|
2013
|
||||
Cost of services
|
$
|
7.8
|
|
|
$
|
9.4
|
|
Selling, general and administrative
|
5.7
|
|
|
8.3
|
|
||
Total expenses, pre-tax
|
$
|
13.5
|
|
|
$
|
17.7
|
|
Total expenses, net of tax
|
$
|
9.0
|
|
|
$
|
12.3
|
|
|
|
Consumer-to-Consumer
|
|
Consumer-to-Business
|
|
Business Solutions
|
|
Other
|
|
Total
|
||||||||||
2012 expenses
|
|
$
|
20.9
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
30.9
|
|
First quarter 2013
|
|
3.2
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
4.2
|
|
|||||
Second quarter 2013
|
|
11.7
|
|
|
1.4
|
|
|
0.1
|
|
|
0.3
|
|
|
13.5
|
|
|||||
Cumulative expenses incurred to date
|
|
$
|
35.8
|
|
|
$
|
5.9
|
|
|
$
|
0.1
|
|
|
$
|
6.8
|
|
|
$
|
48.6
|
|
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
June 30, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
State and municipal debt securities
|
$
|
—
|
|
|
$
|
883.6
|
|
|
$
|
—
|
|
|
$
|
883.6
|
|
State and municipal variable rate demand notes
|
—
|
|
|
565.5
|
|
|
—
|
|
|
565.5
|
|
||||
Other debt securities
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
||||
Derivatives
|
—
|
|
|
224.2
|
|
|
—
|
|
|
224.2
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
1,685.5
|
|
|
$
|
—
|
|
|
$
|
1,685.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes and other borrowings
|
$
|
—
|
|
|
$
|
3,884.5
|
|
|
$
|
—
|
|
|
$
|
3,884.5
|
|
Derivatives
|
—
|
|
|
179.0
|
|
|
—
|
|
|
179.0
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
4,063.5
|
|
|
$
|
—
|
|
|
$
|
4,063.5
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
State and municipal debt securities
|
$
|
—
|
|
|
$
|
1,003.7
|
|
|
$
|
—
|
|
|
$
|
1,003.7
|
|
State and municipal variable rate demand notes
|
—
|
|
|
463.3
|
|
|
—
|
|
|
463.3
|
|
||||
Other debt securities
|
—
|
|
|
47.8
|
|
|
—
|
|
|
47.8
|
|
||||
Derivatives
|
—
|
|
|
96.8
|
|
|
—
|
|
|
96.8
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
1,611.6
|
|
|
$
|
—
|
|
|
$
|
1,611.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes and other borrowings
|
$
|
—
|
|
|
$
|
4,200.8
|
|
|
$
|
—
|
|
|
$
|
4,200.8
|
|
Derivatives
|
—
|
|
|
86.1
|
|
|
—
|
|
|
86.1
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
4,286.9
|
|
|
$
|
—
|
|
|
$
|
4,286.9
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Settlement assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
849.0
|
|
|
$
|
574.5
|
|
Receivables from selling agents and Business Solutions customers
|
1,152.5
|
|
|
1,025.3
|
|
||
Investment securities
|
1,461.3
|
|
|
1,514.8
|
|
||
|
$
|
3,462.8
|
|
|
$
|
3,114.6
|
|
Settlement obligations:
|
|
|
|
||||
Money transfer, money order and payment service payables
|
$
|
2,511.0
|
|
|
$
|
2,297.1
|
|
Payables to agents
|
951.8
|
|
|
817.5
|
|
||
|
$
|
3,462.8
|
|
|
$
|
3,114.6
|
|
June 30, 2013
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains
|
||||||||||
State and municipal debt securities (a)
|
$
|
877.0
|
|
|
$
|
883.6
|
|
|
$
|
8.1
|
|
|
$
|
(1.5
|
)
|
|
$
|
6.6
|
|
State and municipal variable rate demand notes
|
565.5
|
|
|
565.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other debt securities
|
12.1
|
|
|
12.2
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
|
$
|
1,454.6
|
|
|
$
|
1,461.3
|
|
|
$
|
8.2
|
|
|
$
|
(1.5
|
)
|
|
$
|
6.7
|
|
December 31, 2012
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains
|
||||||||||
State and municipal debt securities (a)
|
$
|
991.5
|
|
|
$
|
1,003.7
|
|
|
$
|
12.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
12.2
|
|
State and municipal variable rate demand notes
|
463.3
|
|
|
463.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other debt securities
|
47.7
|
|
|
47.8
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
|
$
|
1,502.5
|
|
|
$
|
1,514.8
|
|
|
$
|
12.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
12.3
|
|
(a)
|
The majority of these securities are fixed-rate instruments.
|
|
Fair
Value
|
||
Due within 1 year
|
$
|
173.5
|
|
Due after 1 year through 5 years
|
698.4
|
|
|
Due after 5 years through 10 years
|
86.2
|
|
|
Due after 10 years
|
503.2
|
|
|
|
$
|
1,461.3
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Unrealized gains on investment securities, beginning of period
|
$
|
6.8
|
|
|
$
|
7.7
|
|
|
$
|
7.7
|
|
|
$
|
4.9
|
|
Unrealized gains/(losses)
|
(3.5
|
)
|
|
2.6
|
|
|
(2.0
|
)
|
|
8.5
|
|
||||
Tax (expense)/benefit
|
1.4
|
|
|
(1.1
|
)
|
|
0.8
|
|
|
(3.3
|
)
|
||||
Reclassification of gains into “Other revenues”
|
(0.7
|
)
|
|
(2.3
|
)
|
|
(3.6
|
)
|
|
(3.7
|
)
|
||||
Tax expense related to reclassifications
|
0.2
|
|
|
0.9
|
|
|
1.3
|
|
|
1.4
|
|
||||
Net unrealized gains/(losses) on investment securities
|
(2.6
|
)
|
|
0.1
|
|
|
(3.5
|
)
|
|
2.9
|
|
||||
Unrealized gains on investment securities, end of period
|
$
|
4.2
|
|
|
$
|
7.8
|
|
|
$
|
4.2
|
|
|
$
|
7.8
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains/(losses) on hedging activities, beginning of period
|
$
|
(1.5
|
)
|
|
$
|
(16.1
|
)
|
|
$
|
(21.9
|
)
|
|
$
|
5.1
|
|
Unrealized gains
|
4.4
|
|
|
32.5
|
|
|
28.2
|
|
|
9.5
|
|
||||
Tax expense
|
(1.6
|
)
|
|
(4.6
|
)
|
|
(5.3
|
)
|
|
(1.2
|
)
|
||||
Reclassification of gains into “Transaction fees”
|
(4.1
|
)
|
|
(2.5
|
)
|
|
(4.5
|
)
|
|
(4.4
|
)
|
||||
Reclassification of gains into “Foreign exchange revenues”
|
(1.6
|
)
|
|
(0.8
|
)
|
|
(1.7
|
)
|
|
(1.4
|
)
|
||||
Reclassification of losses into “Interest expense”
|
0.9
|
|
|
0.9
|
|
|
1.8
|
|
|
1.8
|
|
||||
Tax benefit related to reclassifications
|
0.6
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Net unrealized gains/(losses) on hedging activities
|
(1.4
|
)
|
|
25.5
|
|
|
19.0
|
|
|
4.3
|
|
||||
Unrealized gains/(losses) on hedging activities, end of period
|
$
|
(2.9
|
)
|
|
$
|
9.4
|
|
|
$
|
(2.9
|
)
|
|
$
|
9.4
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, beginning of period
|
$
|
(11.6
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(6.3
|
)
|
Foreign currency translation adjustments
|
(4.0
|
)
|
|
(2.9
|
)
|
|
(6.3
|
)
|
|
0.4
|
|
||||
Tax benefit
|
1.4
|
|
|
1.1
|
|
|
0.6
|
|
|
0.6
|
|
||||
Net foreign currency translation adjustments
|
(2.6
|
)
|
|
(1.8
|
)
|
|
(5.7
|
)
|
|
1.0
|
|
||||
Foreign currency translation adjustments, end of period
|
$
|
(14.2
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(5.3
|
)
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plan adjustments, beginning of period
|
$
|
(127.4
|
)
|
|
$
|
(120.6
|
)
|
|
$
|
(129.9
|
)
|
|
$
|
(122.2
|
)
|
Reclassification of losses into “Cost of services”
|
3.1
|
|
|
2.7
|
|
|
6.2
|
|
|
5.3
|
|
||||
Tax benefit related to reclassifications and other
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(1.7
|
)
|
|
(2.0
|
)
|
||||
Net defined benefit pension plan adjustments
|
2.0
|
|
|
1.7
|
|
|
4.5
|
|
|
3.3
|
|
||||
Defined benefit pension plan adjustments, end of period
|
$
|
(125.4
|
)
|
|
$
|
(118.9
|
)
|
|
$
|
(125.4
|
)
|
|
$
|
(118.9
|
)
|
Accumulated other comprehensive loss, end of period
|
$
|
(138.3
|
)
|
|
$
|
(107.0
|
)
|
|
$
|
(138.3
|
)
|
|
$
|
(107.0
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Interest cost
|
$
|
3.1
|
|
|
$
|
3.6
|
|
|
$
|
6.1
|
|
|
$
|
7.3
|
|
Expected return on plan assets
|
(5.2
|
)
|
|
(5.2
|
)
|
|
(10.4
|
)
|
|
(10.4
|
)
|
||||
Amortization of actuarial loss
|
3.1
|
|
|
2.7
|
|
|
6.2
|
|
|
5.3
|
|
||||
Net periodic benefit cost
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
1.9
|
|
|
$
|
2.2
|
|
(a)
|
Comprised of exposures to
17
different currencies. None of these individual currency exposures is greater than
$20 million
.
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location
|
|
June 30,
2013 |
|
December 31,
2012 |
|
Balance Sheet
Location
|
|
June 30,
2013 |
|
December 31,
2012 |
||||||||
Derivatives — hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate fair value hedges — Corporate
|
Other assets
|
|
$
|
12.3
|
|
|
$
|
13.1
|
|
|
Other liabilities
|
|
$
|
6.0
|
|
|
$
|
—
|
|
Foreign currency cash flow hedges — Consumer-to-Consumer
|
Other assets
|
|
24.7
|
|
|
10.8
|
|
|
Other liabilities
|
|
7.0
|
|
|
17.6
|
|
||||
Total
|
|
|
$
|
37.0
|
|
|
$
|
23.9
|
|
|
|
|
$
|
13.0
|
|
|
$
|
17.6
|
|
Derivatives — undesignated:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency — Business Solutions
|
Other assets
|
|
$
|
183.0
|
|
|
$
|
71.9
|
|
|
Other liabilities
|
|
$
|
165.2
|
|
|
$
|
66.5
|
|
Foreign currency — Consumer-to-Consumer
|
Other assets
|
|
4.2
|
|
|
1.0
|
|
|
Other liabilities
|
|
0.8
|
|
|
2.0
|
|
||||
Total
|
|
|
$
|
187.2
|
|
|
$
|
72.9
|
|
|
|
|
$
|
166.0
|
|
|
$
|
68.5
|
|
Total derivatives
|
|
|
$
|
224.2
|
|
|
$
|
96.8
|
|
|
|
|
$
|
179.0
|
|
|
$
|
86.1
|
|
June 30, 2013
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts Presented in the Condensed Consolidated Balance Sheets
|
|
Derivatives Not Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
148.1
|
|
|
$
|
—
|
|
|
$
|
148.1
|
|
|
$
|
(67.9
|
)
|
|
$
|
80.2
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
76.1
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
224.2
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
39.1
|
|
|
$
|
—
|
|
|
$
|
39.1
|
|
|
$
|
(19.6
|
)
|
|
$
|
19.5
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
57.7
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
96.8
|
|
|
|
|
|
|
|
|
|
June 30, 2013
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts Presented in the Condensed Consolidated Balance Sheets
|
|
Derivatives Not Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
85.4
|
|
|
$
|
—
|
|
|
$
|
85.4
|
|
|
$
|
(67.9
|
)
|
|
$
|
17.5
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
93.6
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
179.0
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
30.5
|
|
|
$
|
—
|
|
|
$
|
30.5
|
|
|
$
|
(19.6
|
)
|
|
$
|
10.9
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
55.6
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
86.1
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) Recognized in Income on Derivatives
|
|
|
|
Gain/(Loss) Recognized in Income on Related Hedged Item (a)
|
|
Gain/(Loss) Recognized in Income on
Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||||||||
|
|
Income
Statement
Location
|
|
Amount
|
|
|
|
Income
Statement
Location
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
||||||||||||||||||
Derivatives
|
|
|
June 30,
2013 |
|
June 30,
2012 |
|
Hedged Item
|
|
|
June 30,
2013 |
|
June 30,
2012 |
|
|
June 30,
2013 |
|
June 30, 2012
|
|||||||||||||||
Interest rate contracts
|
|
Interest expense
|
|
$
|
(7.5
|
)
|
|
$
|
0.7
|
|
|
Fixed-rate debt
|
|
Interest expense
|
|
$
|
10.2
|
|
|
$
|
1.3
|
|
|
Interest expense
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Total gain/(loss)
|
|
|
|
$
|
(7.5
|
)
|
|
$
|
0.7
|
|
|
|
|
|
|
$
|
10.2
|
|
|
$
|
1.3
|
|
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
|
Gain/(Loss) Recognized
in OCI on Derivatives
(Effective Portion)
|
|
Gain/(Loss) Reclassified from
Accumulated OCI into Income
(Effective Portion)
|
|
Gain/(Loss) Recognized in Income on
Derivatives (Ineffective Portion and Amount
Excluded from Effectiveness Testing) (b)
|
||||||||||||||||||||||
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
||||||||||||||||||
Derivatives
|
|
June 30, 2013
|
|
June 30, 2012
|
|
|
June 30, 2013
|
|
June 30, 2012
|
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||||||
Foreign currency contracts
|
|
$
|
4.4
|
|
|
$
|
32.5
|
|
|
Revenue
|
|
$
|
5.7
|
|
|
$
|
3.3
|
|
|
Derivative gains/(losses), net
|
|
$
|
(0.1
|
)
|
|
$
|
(1.8
|
)
|
Interest rate contracts (c)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Total gain/(loss)
|
|
$
|
4.4
|
|
|
$
|
32.5
|
|
|
|
|
$
|
4.8
|
|
|
$
|
2.4
|
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.8
|
)
|
|
|
Gain/(Loss) Recognized
in OCI on Derivatives
(Effective Portion)
|
|
Gain/(Loss) Reclassified from
Accumulated OCI into Income
(Effective Portion)
|
|
Gain/(Loss) Recognized in Income on
Derivatives (Ineffective Portion and Amount
Excluded from Effectiveness Testing) (b)
|
||||||||||||||||||||||
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
||||||||||||||||||
Derivatives
|
|
June 30, 2013
|
|
June 30,
2012 |
|
|
June 30,
2013 |
|
June 30,
2012 |
|
|
June 30,
2013 |
|
June 30,
2012 |
||||||||||||||
Foreign currency contracts
|
|
$
|
28.2
|
|
|
$
|
9.5
|
|
|
Revenue
|
|
$
|
6.2
|
|
|
$
|
5.8
|
|
|
Derivative gains/(losses), net
|
|
$
|
(0.3
|
)
|
|
$
|
(0.4
|
)
|
Interest rate contracts (c)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Total gain/(loss)
|
|
$
|
28.2
|
|
|
$
|
9.5
|
|
|
|
|
$
|
4.4
|
|
|
$
|
4.0
|
|
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.4
|
)
|
|
Gain/(Loss) Recognized in Income on Derivatives (d)
|
||||||||||||||||
|
Income Statement Location
|
|
Amount
|
||||||||||||||
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
Derivatives
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Foreign currency contracts (e)
|
Selling, general and administrative
|
|
$
|
5.7
|
|
|
$
|
14.5
|
|
|
$
|
13.4
|
|
|
$
|
(0.3
|
)
|
Foreign currency contracts (f)
|
Derivative gains/(losses), net
|
|
(0.1
|
)
|
|
1.1
|
|
|
0.6
|
|
|
1.3
|
|
||||
Total gain
|
|
|
$
|
5.6
|
|
|
$
|
15.6
|
|
|
$
|
14.0
|
|
|
$
|
1.0
|
|
(a)
|
The gain of
$10.2 million
and
$1.3 million
in the three months ended
June 30, 2013
and
2012
, respectively, was comprised of a gain/(loss) in value on the debt of
$7.5 million
and
$(0.7) million
, respectively, and amortization of hedge accounting adjustments of
$2.7 million
and
$2.0 million
, respectively. The gain of
$13.5 million
and
$1.5 million
in the
six
months ended
June 30, 2013
and
2012
, respectively, was comprised of a gain/(loss) in value on the debt of
$8.1 million
and
$(2.4) million
, respectively, and amortization of hedge accounting adjustments of
$5.4 million
and
$3.9 million
, respectively.
|
(b)
|
The portion of the change in fair value of a derivative excluded from the effectiveness assessment for foreign currency forward contracts designated as cash flow hedges represents the difference between changes in forward rates and spot rates.
|
(c)
|
The Company uses derivatives to hedge the forecasted issuance of fixed-rate debt and records the effective portion of the derivative’s fair value in “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheets. These amounts are reclassified to “Interest expense” in the Condensed Consolidated Statements of Income over the life of the related notes.
|
(d)
|
The Company uses foreign currency forward and option contracts as part of its Business Solutions payments operations. These derivative contracts are excluded from this table as they are managed as part of a broader currency portfolio that includes non-derivative currency exposures. The gains and losses on these derivatives are included as part of the broader disclosure of portfolio revenue for this business discussed above.
|
(e)
|
The Company uses foreign currency forward contracts to offset foreign exchange rate fluctuations on settlement assets and obligations as well as certain foreign currency denominated positions. Foreign exchange losses on settlement assets and obligations and cash balances, not including amounts related to derivatives activity as displayed above, were
$5.8 million
and
$12.0 million
for the
three and six
months ended
June 30, 2013
, respectively, and
$17.9 million
and
$1.8 million
for the
three and six
months ended
June 30, 2012
, respectively.
|
(f)
|
The derivative contracts used in the Company’s revenue hedging program are not designated as hedges in the final month of the contract.
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Due in less than one year:
|
|
|
|
||||
Commercial paper (a)
|
$
|
—
|
|
|
$
|
—
|
|
Floating rate notes (b)
|
—
|
|
|
300.0
|
|
||
Due in greater than one year (c):
|
|
|
|
||||
6.500% notes (effective rate of 5.6%) due 2014
|
500.0
|
|
|
500.0
|
|
||
2.375% notes due 2015 (d)
|
250.0
|
|
|
250.0
|
|
||
5.930% notes due 2016 (d)
|
1,000.0
|
|
|
1,000.0
|
|
||
2.875% notes due 2017 (d)
|
500.0
|
|
|
500.0
|
|
||
3.650% notes due 2018 (d)
|
400.0
|
|
|
400.0
|
|
||
5.253% notes due 2020 (d)
|
324.9
|
|
|
324.9
|
|
||
6.200% notes due 2036 (d)
|
500.0
|
|
|
500.0
|
|
||
6.200% notes due 2040 (d)
|
250.0
|
|
|
250.0
|
|
||
Other borrowings
|
5.7
|
|
|
5.8
|
|
||
Total borrowings at par value
|
3,730.6
|
|
|
4,030.7
|
|
||
Fair value hedge accounting adjustments, net (c)
|
6.7
|
|
|
20.2
|
|
||
Unamortized discount, net
|
(20.0
|
)
|
|
(21.7
|
)
|
||
Total borrowings at carrying value (e)
|
$
|
3,717.3
|
|
|
$
|
4,029.2
|
|
(a)
|
Pursuant to the Company’s commercial paper program, the Company may issue unsecured commercial paper notes in an amount not to exceed
$1.5 billion
outstanding at any time, reduced to the extent of borrowings outstanding on the Company’s Revolving Credit Facility in excess of
$150 million
. The commercial paper notes may have maturities of up to 397 days from date of issuance.
|
(b)
|
The floating rate notes due in March 2013 were repaid using the Company’s cash, including cash generated from operations and proceeds from the Company’s issuance of notes due 2015 and 2017.
|
(c)
|
The Company utilizes interest rate swaps designated as fair value hedges to effectively change the interest rate payments on a portion of its notes from fixed-rate payments to short-term LIBOR-based variable rate payments in order to manage its overall exposure to interest rates. The changes in fair value of these interest rate swaps result in an offsetting hedge accounting adjustment recorded to the carrying value of the related note. These hedge accounting adjustments will be reclassified as reductions to or increases in “Interest expense” in the Condensed Consolidated Statements of Income over the life of the related notes, and cause the effective rate of interest to differ from the notes’ stated rate.
|
(d)
|
The difference between the stated interest rate and the effective interest rate is not significant.
|
(e)
|
As of
June 30, 2013
, the Company’s weighted-average effective rate on total borrowings was approximately
5.0%
.
|
Stock options granted:
|
|
||
Weighted-average risk-free interest rate
|
1.2
|
%
|
|
Weighted-average dividend yield
|
3.7
|
%
|
|
Volatility
|
35.3
|
%
|
|
Expected term (in years)
|
6.09
|
|
|
Weighted-average grant date fair value
|
$
|
3.20
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Consumer-to-Consumer:
|
|
|
|
|
|
|
|
||||||||
Transaction fees
|
$
|
848.4
|
|
|
$
|
893.6
|
|
|
$
|
1,658.0
|
|
|
$
|
1,765.6
|
|
Foreign exchange revenues
|
246.0
|
|
|
248.9
|
|
|
471.6
|
|
|
488.3
|
|
||||
Other revenues
|
14.4
|
|
|
12.5
|
|
|
29.4
|
|
|
25.7
|
|
||||
|
1,108.8
|
|
|
1,155.0
|
|
|
2,159.0
|
|
|
2,279.6
|
|
||||
Consumer-to-Business:
|
|
|
|
|
|
|
|
||||||||
Transaction fees
|
145.1
|
|
|
142.1
|
|
|
290.9
|
|
|
289.8
|
|
||||
Foreign exchange and other revenues
|
7.9
|
|
|
7.3
|
|
|
15.8
|
|
|
14.7
|
|
||||
|
153.0
|
|
|
149.4
|
|
|
306.7
|
|
|
304.5
|
|
||||
Business Solutions:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange revenues
|
88.7
|
|
|
82.5
|
|
|
172.7
|
|
|
162.6
|
|
||||
Transaction fees and other revenues
|
9.6
|
|
|
10.0
|
|
|
18.4
|
|
|
16.8
|
|
||||
|
98.3
|
|
|
92.5
|
|
|
191.1
|
|
|
179.4
|
|
||||
Other:
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
25.8
|
|
|
28.2
|
|
|
54.5
|
|
|
55.0
|
|
||||
Total consolidated revenues
|
$
|
1,385.9
|
|
|
$
|
1,425.1
|
|
|
$
|
2,711.3
|
|
|
$
|
2,818.5
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income/(loss):
|
|
|
|
|
|
|
|
||||||||
Consumer-to-Consumer
|
$
|
257.3
|
|
|
$
|
328.9
|
|
|
$
|
524.4
|
|
|
$
|
640.2
|
|
Consumer-to-Business
|
31.4
|
|
|
33.5
|
|
|
69.3
|
|
|
74.6
|
|
||||
Business Solutions (a)
|
(7.3
|
)
|
|
(14.5
|
)
|
|
(13.5
|
)
|
|
(29.3
|
)
|
||||
Other
|
(4.6
|
)
|
|
(2.0
|
)
|
|
(6.5
|
)
|
|
(7.1
|
)
|
||||
Total consolidated operating income
|
$
|
276.8
|
|
|
$
|
345.9
|
|
|
$
|
573.7
|
|
|
$
|
678.4
|
|
(a)
|
During the three and six months ended
June 30, 2013
and
2012
, the Company incurred
$6.2 million
and
$10.1 million
, respectively, and
$14.5 million
and
$20.9 million
, respectively, of integration expenses related to the acquisition of Travelex Global Business Payments (“TGBP”), which was acquired in November 2011. TGBP integration expense consists primarily of severance and other benefits, retention, direct and incremental expense consisting of facility relocation, consolidation and closures; IT systems integration; amortization of a transitional trademark license; and other expenses such as training, travel and professional fees. Integration expense does not include costs related to the completion of the TGBP acquisition, which are included in Other.
|
•
|
Consumer-to-Consumer
- The Consumer-to-Consumer operating segment facilitates money transfers between two consumers, primarily through a network of third-party agents. Our multi-currency, real-time money transfer service is viewed by us as one interconnected global network where a money transfer can be sent from one location to another, around the world. Our money transfer services are available for international cross-border transfers - that is, the transfer of funds from one country to another - and, in certain countries, intra-country transfers - that is, money transfers from one location to another in the same country. This segment also includes money transfer transactions that can be initiated through our websites and account based money transfers.
|
•
|
Consumer-to-Business
- The Consumer-to-Business operating segment facilitates bill payments from consumers to businesses and other organizations, including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and other businesses. The significant majority of the segment’s revenue was generated in the United States during all periods presented.
|
•
|
Business Solutions
- The Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations and individuals. The majority of the segment’s business relates to exchanges of currency at the spot rate which enables customers to make cross-currency payments. In addition, in certain countries, we write foreign currency forward and option contracts for customers to facilitate future payments.
|
•
|
We generated
$1,385.9 million
and
$2,711.3 million
in total consolidated revenues, respectively, compared to
$1,425.1 million
and
$2,818.5 million
, respectively, for the comparable periods in the prior year, representing a decrease of
3%
and
4%
, respectively.
|
•
|
We generated
$276.8 million
and
$573.7 million
in consolidated operating income, respectively, compared to
$345.9 million
and
$678.4 million
, respectively, for the comparable periods in the prior year, representing a decrease of
20%
and
15%
, respectively.
|
•
|
Our effective tax rate was
14.5%
and
14.9%
, respectively, compared to
12.5%
and
13.6%
, respectively, for the comparable periods in the prior year. For the three months ended
June 30, 2013
and 2012,
110%
and
83%
of our pre-tax income was derived from foreign sources, respectively, and for the
six
months ended
June 30, 2013
and 2012, this percentage was
103%
and
84%
, respectively. While the income tax imposed by any one foreign country is not material to us, our overall effective tax rate could be adversely affected by changes in tax laws, both foreign and domestic. Certain portions of our foreign source income are subject to United States federal and state income tax as earned due to the nature of the income, and dividend repatriations of our foreign source income are generally subject to United States federal and state income tax.
|
•
|
Consolidated net income was
$198.6 million
and
$410.6 million
, respectively, compared to
$271.2 million
and
$518.5 million
, respectively, for the comparable periods in the prior year, representing a decrease of
27%
and
21%
, respectively.
|
•
|
Our consumers transferred $
20.5
billion and $
39.4
billion in Consumer-to-Consumer principal, respectively, of which $
18.5
billion and $
35.4
billion related to cross-border principal, respectively, which represented an increase of 2% in both Consumer-to-Consumer principal and cross-border principal over the three months ended in the prior year, and a decrease of 1% in both Consumer-to-Consumer principal and cross-border principal over the
six
months ended in the prior year.
|
•
|
Consolidated cash flows provided by operating activities for the
six
months ended
June 30, 2013
was
$477.5 million
compared to
$445.7 million
for the comparable period in the prior year. Cash flows provided by operating activities for the
six
months ended
June 30, 2012
were impacted by tax payments of approximately $100 million made as a result of an agreement with the IRS related to audits of previous years (“IRS Agreement”).
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(in millions, except per share amounts)
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction fees
|
$
|
1,016.3
|
|
|
$
|
1,059.4
|
|
|
(4
|
)%
|
|
$
|
1,994.3
|
|
|
$
|
2,100.3
|
|
|
(5
|
)%
|
Foreign exchange revenues
|
338.0
|
|
|
334.6
|
|
|
1
|
%
|
|
650.4
|
|
|
657.2
|
|
|
(1
|
)%
|
||||
Other revenues
|
31.6
|
|
|
31.1
|
|
|
2
|
%
|
|
66.6
|
|
|
61.0
|
|
|
9
|
%
|
||||
Total revenues
|
1,385.9
|
|
|
1,425.1
|
|
|
(3
|
)%
|
|
2,711.3
|
|
|
2,818.5
|
|
|
(4
|
)%
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services
|
811.7
|
|
|
797.5
|
|
|
2
|
%
|
|
1,571.1
|
|
|
1,580.5
|
|
|
(1
|
)%
|
||||
Selling, general and administrative
|
297.4
|
|
|
281.7
|
|
|
6
|
%
|
|
566.5
|
|
|
559.6
|
|
|
1
|
%
|
||||
Total expenses
|
1,109.1
|
|
|
1,079.2
|
|
|
3
|
%
|
|
2,137.6
|
|
|
2,140.1
|
|
|
0
|
%
|
||||
Operating income
|
276.8
|
|
|
345.9
|
|
|
(20
|
)%
|
|
573.7
|
|
|
678.4
|
|
|
(15
|
)%
|
||||
Other income/(expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
0.7
|
|
|
1.2
|
|
|
(42
|
)%
|
|
1.1
|
|
|
2.7
|
|
|
(59
|
)%
|
||||
Interest expense
|
(48.0
|
)
|
|
(45.1
|
)
|
|
6
|
%
|
|
(96.9
|
)
|
|
(89.5
|
)
|
|
8
|
%
|
||||
Derivative gains/(losses), net
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(71
|
)%
|
|
0.3
|
|
|
0.9
|
|
|
(67
|
)%
|
||||
Other income, net
|
2.9
|
|
|
8.8
|
|
|
(67
|
)%
|
|
4.2
|
|
|
7.7
|
|
|
(45
|
)%
|
||||
Total other expense, net
|
(44.6
|
)
|
|
(35.8
|
)
|
|
25
|
%
|
|
(91.3
|
)
|
|
(78.2
|
)
|
|
17
|
%
|
||||
Income before income taxes
|
232.2
|
|
|
310.1
|
|
|
(25
|
)%
|
|
482.4
|
|
|
600.2
|
|
|
(20
|
)%
|
||||
Provision for income taxes
|
33.6
|
|
|
38.9
|
|
|
(14
|
)%
|
|
71.8
|
|
|
81.7
|
|
|
(12
|
)%
|
||||
Net income
|
$
|
198.6
|
|
|
$
|
271.2
|
|
|
(27
|
)%
|
|
$
|
410.6
|
|
|
$
|
518.5
|
|
|
(21
|
)%
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
(18
|
)%
|
|
$
|
0.73
|
|
|
$
|
0.84
|
|
|
(13
|
)%
|
Diluted
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
(18
|
)%
|
|
$
|
0.73
|
|
|
$
|
0.84
|
|
|
(13
|
)%
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
555.7
|
|
|
610.9
|
|
|
|
|
561.7
|
|
|
615.0
|
|
|
|
||||||
Diluted
|
558.3
|
|
|
613.1
|
|
|
|
|
564.0
|
|
|
617.5
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Consumer-to-Consumer
|
80
|
%
|
|
81
|
%
|
|
80
|
%
|
|
81
|
%
|
Consumer-to-Business
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Business Solutions
|
7
|
%
|
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
Other
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars and transactions in millions)
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction fees
|
$
|
848.4
|
|
|
$
|
893.6
|
|
|
(5
|
)%
|
|
$
|
1,658.0
|
|
|
$
|
1,765.6
|
|
|
(6
|
)%
|
Foreign exchange revenues
|
246.0
|
|
|
248.9
|
|
|
(1
|
)%
|
|
471.6
|
|
|
488.3
|
|
|
(3
|
)%
|
||||
Other revenues
|
14.4
|
|
|
12.5
|
|
|
15
|
%
|
|
29.4
|
|
|
25.7
|
|
|
14
|
%
|
||||
Total revenues
|
$
|
1,108.8
|
|
|
$
|
1,155.0
|
|
|
(4
|
)%
|
|
$
|
2,159.0
|
|
|
$
|
2,279.6
|
|
|
(5
|
)%
|
Operating income
|
$
|
257.3
|
|
|
$
|
328.9
|
|
|
(22
|
)%
|
|
$
|
524.4
|
|
|
$
|
640.2
|
|
|
(18
|
)%
|
Operating income margin
|
23
|
%
|
|
28
|
%
|
|
|
|
24
|
%
|
|
28
|
%
|
|
|
||||||
Key indicator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer-to-Consumer transactions
|
60.26
|
|
|
58.49
|
|
|
3
|
%
|
|
115.70
|
|
|
114.86
|
|
|
1
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||
Consumer-to-Consumer transaction growth/(decline) (a):
|
|
|
|
||
Europe and CIS
|
3
|
%
|
|
1
|
%
|
North America
|
(2
|
)%
|
|
(4
|
)%
|
Middle East and Africa
|
6
|
%
|
|
5
|
%
|
Asia Pacific (“APAC”)
|
5
|
%
|
|
2
|
%
|
Latin America and the Caribbean (“LACA”)
|
(3
|
)%
|
|
(6
|
)%
|
westernunion.com
|
68
|
%
|
|
64
|
%
|
Consumer-to-Consumer revenue growth/(decline) (a):
|
|
|
|
||
Europe and CIS
|
(4
|
)%
|
|
(5
|
)%
|
North America
|
(12
|
)%
|
|
(13
|
)%
|
Middle East and Africa
|
0
|
%
|
|
0
|
%
|
APAC
|
(4
|
)%
|
|
(4
|
)%
|
LACA
|
0
|
%
|
|
(3
|
)%
|
westernunion.com
|
25
|
%
|
|
19
|
%
|
Consumer-to-Consumer revenue as a percentage of consolidated revenue (a):
|
|
|
|
||
Europe and CIS
|
21
|
%
|
|
21
|
%
|
North America
|
19
|
%
|
|
19
|
%
|
Middle East and Africa
|
16
|
%
|
|
16
|
%
|
APAC
|
12
|
%
|
|
12
|
%
|
LACA
|
9
|
%
|
|
9
|
%
|
westernunion.com
|
3
|
%
|
|
3
|
%
|
(a)
|
Significant allocations are made in determining the transaction and revenue changes under the regional view in the above table. The geographic split for transactions and revenue is determined based upon the region where the money transfer is initiated and the region where the money transfer is paid. For transactions originated and paid in different regions, we split the transaction count and revenue between the two regions, with each region receiving 50%. For money transfers initiated and paid in the same region, 100% of the revenue and transactions are attributed to that region. For money transfers initiated through our websites (“westernunion.com”), 100% of the revenue and transactions are attributed to westernunion.com.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction fees
|
$
|
145.1
|
|
|
$
|
142.1
|
|
|
2
|
%
|
|
$
|
290.9
|
|
|
$
|
289.8
|
|
|
0
|
%
|
Foreign exchange and other revenues
|
7.9
|
|
|
7.3
|
|
|
8
|
%
|
|
15.8
|
|
|
14.7
|
|
|
7
|
%
|
||||
Total revenues
|
$
|
153.0
|
|
|
$
|
149.4
|
|
|
2
|
%
|
|
$
|
306.7
|
|
|
$
|
304.5
|
|
|
1
|
%
|
Operating income
|
$
|
31.4
|
|
|
$
|
33.5
|
|
|
(6
|
)%
|
|
$
|
69.3
|
|
|
$
|
74.6
|
|
|
(7
|
)%
|
Operating income margin
|
21
|
%
|
|
22
|
%
|
|
|
|
23
|
%
|
|
24
|
%
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange revenues
|
$
|
88.7
|
|
|
$
|
82.5
|
|
|
8
|
%
|
|
$
|
172.7
|
|
|
$
|
162.6
|
|
|
6
|
%
|
Transaction fees and other revenues
|
9.6
|
|
|
10.0
|
|
|
(4
|
)%
|
|
18.4
|
|
|
16.8
|
|
|
10
|
%
|
||||
Total revenues
|
$
|
98.3
|
|
|
$
|
92.5
|
|
|
6
|
%
|
|
$
|
191.1
|
|
|
$
|
179.4
|
|
|
7
|
%
|
Operating loss
|
$
|
(7.3
|
)
|
|
$
|
(14.5
|
)
|
|
*
|
|
|
$
|
(13.5
|
)
|
|
$
|
(29.3
|
)
|
|
*
|
|
Operating loss margin
|
(7
|
)%
|
|
(16
|
)%
|
|
|
|
(7
|
)%
|
|
(16
|
)%
|
|
|
*
|
Calculation not meaningful
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars in millions)
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenues
|
$
|
25.8
|
|
|
$
|
28.2
|
|
|
(9
|
)%
|
|
$
|
54.5
|
|
|
$
|
55.0
|
|
|
(1
|
)%
|
Operating loss
|
$
|
(4.6
|
)
|
|
$
|
(2.0
|
)
|
|
*
|
|
|
$
|
(6.5
|
)
|
|
$
|
(7.1
|
)
|
|
*
|
|
*
|
Calculation not meaningful
|
•
|
Income taxes
|
•
|
Derivative financial instruments
|
•
|
Other intangible assets
|
•
|
Goodwill impairment testing
|
•
|
Acquisitions — purchase price allocation
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
August 7, 2013
|
|
•
|
revisions to agent agreements to increase our ability to oversee the compliance of our agents and their subagents;
|
•
|
reduced thresholds at which our consumers are required to provide identification for transactions from certain states along the United States southwest border; and
|
•
|
enhancement of our information systems including migrating customer information for our Orlandi Valuta and Vigo brands onto our Western Union database and migrating to a standard point of sale system.
|
|
Total Number of
Shares Repurchased*
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Repurchased as Part of
Publicly Announced
Plans or Programs**
|
|
Remaining Dollar
Value of Shares that
May Yet Be Repurchased
Under the Plans or
Programs (in millions)
|
||||||
April 1 - 30
|
2,350,767
|
|
|
$
|
14.68
|
|
|
2,350,767
|
|
|
$
|
169.3
|
|
May 1 - 31
|
3,624,980
|
|
|
$
|
16.33
|
|
|
3,622,363
|
|
|
$
|
110.1
|
|
June 1 - 30
|
1,859,161
|
|
|
$
|
16.67
|
|
|
1,856,593
|
|
|
$
|
79.2
|
|
Total
|
7,834,908
|
|
|
$
|
15.92
|
|
|
7,829,723
|
|
|
|
*
|
These amounts represent both shares authorized by the Board of Directors for repurchase under a publicly announced plan, as described below, as well as shares withheld from employees to cover tax withholding obligations on restricted stock units that have vested.
|
**
|
On October 30, 2012, the Board of Directors authorized $550 million of common stock repurchases through December 31, 2013, of which
$79.2 million
remains available as of
June 30, 2013
. Management has historically and may continue to establish prearranged written plans pursuant to Rule 10b5-1. A Rule 10b5-1 plan permits the Company to repurchase shares at times when the Company may otherwise be prevented from doing so, provided the plan is adopted when the Company is not aware of material non-public information.
|
|
|
The Western Union Company
(Registrant)
|
||
|
|
|
||
Date:
|
August 7, 2013
|
By:
|
|
/
S
/ H
IKMET
E
RSEK
|
|
|
|
|
Hikmet Ersek
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
||
Date:
|
August 7, 2013
|
By:
|
|
/
S
/ S
COTT
T. S
CHEIRMAN
|
|
|
|
|
Scott T. Scheirman
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
Date:
|
August 7, 2013
|
By:
|
|
/
S
/ A
MINTORE
T.X. S
CHENKEL
|
|
|
|
|
Amintore T.X. Schenkel
|
|
|
|
|
Senior Vice President, Chief Accounting Officer,
and Controller (Principal Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of The Western Union Company, as filed with the Secretary of State of the State of Delaware on May 30, 2013 (filed as exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference thereto)
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of The Western Union Company, as amended and restated as of May 30, 2013 (filed as exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference thereto)
|
|
|
|
10.1
|
|
Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement issued June 14, 2013 by The Honorable Warren Granville, Maricopa County Superior Court Judge
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
15
|
|
Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer of The Western Union Company Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer of The Western Union Company Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
State of Arizona, ex rel.
Attorney General Thomas C. Horne,
Plaintiff,
vs.
Western Union Financial Services, Inc.
Defendant.
|
)
)
)
)
)
)
)
)
)
)
)
|
No. CV2010-005807
ORDER TOLLING TIME FRAMES AND EXTENDING BENEFITS AND OBLIGATIONS OF SETTLEMENT AGREEMENT
|
______________________
|
1
Capitalized terms used in this Order have the meaning defined in the Agreement.
|
/s/ Hon. Warren Granville
|
THE HONORABLE WARREN GRANVILLE
MARICOPA COUNTY SUPERIOR COURT JUDGE |
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2013
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
$
|
232.2
|
|
|
$
|
482.4
|
|
|
$
|
1,168.8
|
|
|
$
|
1,274.6
|
|
|
$
|
1,145.2
|
|
|
$
|
1,131.5
|
|
|
$
|
1,238.7
|
|
Fixed charges
|
50.4
|
|
|
101.2
|
|
|
177.8
|
|
|
182.9
|
|
|
178.0
|
|
|
172.8
|
|
|
184.8
|
|
|||||||
Other adjustments
|
(1.8
|
)
|
|
(4.2
|
)
|
|
5.3
|
|
|
2.6
|
|
|
(3.1
|
)
|
|
(0.9
|
)
|
|
(4.6
|
)
|
|||||||
Total earnings (a)
|
$
|
280.8
|
|
|
$
|
579.4
|
|
|
$
|
1,351.9
|
|
|
$
|
1,460.1
|
|
|
$
|
1,320.1
|
|
|
$
|
1,303.4
|
|
|
$
|
1,418.9
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
48.0
|
|
|
$
|
96.9
|
|
|
$
|
179.6
|
|
|
$
|
181.9
|
|
|
$
|
169.9
|
|
|
$
|
157.9
|
|
|
$
|
171.2
|
|
Other adjustments
|
2.4
|
|
|
4.3
|
|
|
(1.8
|
)
|
|
1.0
|
|
|
8.1
|
|
|
14.9
|
|
|
13.6
|
|
|||||||
Total fixed charges (b)
|
$
|
50.4
|
|
|
$
|
101.2
|
|
|
$
|
177.8
|
|
|
$
|
182.9
|
|
|
$
|
178.0
|
|
|
$
|
172.8
|
|
|
$
|
184.8
|
|
Ratio of earnings to fixed charges (a/b)
|
5.6
|
|
|
5.7
|
|
|
7.6
|
|
|
8.0
|
|
|
7.4
|
|
|
7.5
|
|
|
7.7
|
|
(1)
|
Registration Statements (Form S-3 Nos. 333-170967 and 333-170410) of The Western Union Company, and
|
(2)
|
Registration Statement (Form S-8 No. 333-137665) pertaining to The Western Union Company 2006 Long-Term Incentive Plan, The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, and The Western Union Company Supplemental Incentive Savings Plan;
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
August 7, 2013
|
|
Date:
|
August 7, 2013
|
|
/
S
/ H
IKMET
E
RSEK
|
|
|
|
Hikmet Ersek
|
|
|
|
President and Chief Executive Officer
|
Date:
|
August 7, 2013
|
|
/
S
/ S
COTT
T. S
CHEIRMAN
|
|
|
|
Scott T. Scheirman
|
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Western Union Company.
|
Date:
|
August 7, 2013
|
|
/
S
/ H
IKMET
E
RSEK
|
|
|
|
Hikmet Ersek
|
|
|
|
President and Chief Executive Officer
|
Date:
|
August 7, 2013
|
|
/
S
/ S
COTT
T. S
CHEIRMAN
|
|
|
|
Scott T. Scheirman
|
|
|
|
Executive Vice President and Chief Financial Officer
|