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, 2015
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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 a 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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2015
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2014
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2015
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2014
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||||||||
Revenues:
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||||||||
Transaction fees
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$
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988.3
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$
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1,029.0
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$
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1,936.9
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$
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2,016.9
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Foreign exchange revenues
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362.1
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344.3
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700.1
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673.6
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Other revenues
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33.2
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32.3
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67.5
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65.9
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Total revenues
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1,383.6
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1,405.6
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2,704.5
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2,756.4
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Expenses:
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||||||||
Cost of services
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799.4
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827.8
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1,571.2
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1,625.0
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Selling, general and administrative
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333.4
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299.5
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610.2
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581.1
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Total expenses
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1,132.8
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1,127.3
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2,181.4
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2,206.1
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Operating income
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250.8
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278.3
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523.1
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550.3
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Other income/(expense):
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||||||||
Interest income
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2.5
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2.9
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5.4
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7.6
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||||
Interest expense
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(43.1
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)
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(43.4
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)
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(84.9
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)
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(91.0
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)
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||||
Derivative gains/(losses), net
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—
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(2.0
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)
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1.0
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(2.6
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)
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Other expense, net
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(3.3
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)
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(3.7
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)
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(5.1
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)
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(4.8
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)
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||||
Total other expense, net
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(43.9
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)
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(46.2
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)
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(83.6
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)
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(90.8
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)
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Income before income taxes
|
206.9
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232.1
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|
439.5
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459.5
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Provision for income taxes
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17.6
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38.3
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46.3
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62.7
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Net income
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$
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189.3
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$
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193.8
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$
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393.2
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$
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396.8
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Earnings per share:
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||||||||
Basic
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$
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0.37
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$
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0.36
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$
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0.76
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$
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0.73
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Diluted
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$
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0.36
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$
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0.36
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$
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0.75
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$
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0.73
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Weighted-average shares outstanding:
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||||||||
Basic
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515.2
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537.1
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518.1
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541.5
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Diluted
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519.8
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539.9
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522.5
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544.6
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Cash dividends declared per common share
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$
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0.155
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$
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0.125
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$
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0.31
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$
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0.25
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2015
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2014
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2015
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2014
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||||||||
Net income
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$
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189.3
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$
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193.8
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$
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393.2
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$
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396.8
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Other comprehensive income/(loss), net of tax (Note 7):
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Unrealized gains/(losses) on investment securities
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(6.8
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)
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3.9
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(5.8
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)
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6.7
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Unrealized gains/(losses) on hedging activities
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(38.2
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)
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2.2
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2.4
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3.8
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Foreign currency translation adjustments
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(1.7
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)
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(0.2
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)
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(4.3
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)
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(7.2
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)
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Defined benefit pension plan adjustments
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1.3
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1.6
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3.1
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3.2
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Total other comprehensive income/(loss)
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(45.4
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)
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7.5
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(4.6
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)
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6.5
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Comprehensive income
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$
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143.9
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$
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201.3
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$
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388.6
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$
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403.3
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June 30,
2015 |
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December 31,
2014 |
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Assets
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Cash and cash equivalents
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$
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1,630.5
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$
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1,783.2
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Settlement assets
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3,490.4
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3,313.7
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Property and equipment, net of accumulated depreciation of $509.1 and $478.5, respectively
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201.2
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206.4
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Goodwill
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3,168.3
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3,169.2
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Other intangible assets, net of accumulated amortization of $834.7 and $820.0, respectively
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768.3
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748.1
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Other assets
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805.1
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|
669.8
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|
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Total assets
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$
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10,063.8
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$
|
9,890.4
|
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Liabilities and Stockholders' Equity
|
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|
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Liabilities:
|
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|
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Accounts payable and accrued liabilities
|
$
|
587.8
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|
$
|
600.4
|
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Settlement obligations
|
3,490.4
|
|
|
3,313.7
|
|
||
Income taxes payable
|
176.8
|
|
|
166.3
|
|
||
Deferred tax liability, net
|
310.1
|
|
|
305.0
|
|
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Borrowings
|
3,725.8
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|
|
3,720.4
|
|
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Other liabilities
|
465.5
|
|
|
484.2
|
|
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Total liabilities
|
8,756.4
|
|
|
8,590.0
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Commitments and contingencies (Note 4)
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|
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Stockholders' equity:
|
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|
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Preferred stock, $1.00 par value; 10 shares authorized; no shares issued
|
—
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—
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Common stock, $0.01 par value; 2,000 shares authorized; 512.1 shares and 521.5 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively
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5.1
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|
5.2
|
|
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Capital surplus
|
541.6
|
|
|
445.4
|
|
||
Retained earnings
|
884.2
|
|
|
968.7
|
|
||
Accumulated other comprehensive loss
|
(123.5
|
)
|
|
(118.9
|
)
|
||
Total stockholders' equity
|
1,307.4
|
|
|
1,300.4
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,063.8
|
|
|
$
|
9,890.4
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
393.2
|
|
|
$
|
396.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
32.6
|
|
|
33.0
|
|
||
Amortization
|
94.2
|
|
|
102.6
|
|
||
Other non-cash items, net
|
24.9
|
|
|
32.0
|
|
||
Increase/(decrease) in cash, excluding the effects of acquisitions, resulting from changes in:
|
|
|
|
||||
Other assets
|
(57.6
|
)
|
|
(16.6
|
)
|
||
Accounts payable and accrued liabilities
|
(23.1
|
)
|
|
(100.9
|
)
|
||
Income taxes payable
|
10.9
|
|
|
(8.5
|
)
|
||
Other liabilities
|
(9.4
|
)
|
|
11.7
|
|
||
Net cash provided by operating activities
|
465.7
|
|
|
450.1
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capitalization of contract costs
|
(74.7
|
)
|
|
(44.4
|
)
|
||
Capitalization of purchased and developed software
|
(20.8
|
)
|
|
(17.6
|
)
|
||
Purchases of property and equipment
|
(26.9
|
)
|
|
(34.3
|
)
|
||
Acquisition of business
|
—
|
|
|
(10.6
|
)
|
||
Purchase of non-settlement related investments
|
(100.0
|
)
|
|
—
|
|
||
Proceeds from sale of non-settlement related investments
|
—
|
|
|
100.2
|
|
||
Net cash used in investing activities
|
(222.4
|
)
|
|
(6.7
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from exercise of options
|
77.8
|
|
|
5.6
|
|
||
Cash dividends paid
|
(160.0
|
)
|
|
(134.4
|
)
|
||
Common stock repurchased (Note 7)
|
(313.8
|
)
|
|
(318.0
|
)
|
||
Net proceeds from commercial paper
|
—
|
|
|
35.0
|
|
||
Principal payments on borrowings
|
—
|
|
|
(500.0
|
)
|
||
Net cash used in financing activities
|
(396.0
|
)
|
|
(911.8
|
)
|
||
Net change in cash and cash equivalents
|
(152.7
|
)
|
|
(468.4
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,783.2
|
|
|
2,073.1
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,630.5
|
|
|
$
|
1,604.7
|
|
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
81.7
|
|
|
$
|
87.7
|
|
Income taxes paid
|
$
|
42.5
|
|
|
$
|
84.9
|
|
•
|
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 websites, mobile devices 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, with the remainder primarily generated in Argentina.
|
•
|
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, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Basic weighted-average shares outstanding
|
515.2
|
|
|
537.1
|
|
|
518.1
|
|
|
541.5
|
|
Common stock equivalents
|
4.6
|
|
|
2.8
|
|
|
4.4
|
|
|
3.1
|
|
Diluted weighted-average shares outstanding
|
519.8
|
|
|
539.9
|
|
|
522.5
|
|
|
544.6
|
|
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
June 30, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Settlement assets:
|
|
|
|
|
|
|
|
||||||||
State and municipal debt securities
|
$
|
—
|
|
|
$
|
1,131.5
|
|
|
$
|
—
|
|
|
$
|
1,131.5
|
|
State and municipal variable rate demand notes
|
—
|
|
|
247.9
|
|
|
—
|
|
|
247.9
|
|
||||
Corporate and other debt securities
|
—
|
|
|
50.4
|
|
|
—
|
|
|
50.4
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
—
|
|
|
411.0
|
|
|
—
|
|
|
411.0
|
|
||||
Time deposit
|
—
|
|
|
100.0
|
|
|
—
|
|
|
100.0
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
1,940.8
|
|
|
$
|
—
|
|
|
$
|
1,940.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
291.9
|
|
|
$
|
—
|
|
|
$
|
291.9
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
291.9
|
|
|
$
|
—
|
|
|
$
|
291.9
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
December 31, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Settlement assets:
|
|
|
|
|
|
|
|
||||||||
State and municipal debt securities
|
$
|
—
|
|
|
$
|
1,038.1
|
|
|
$
|
—
|
|
|
$
|
1,038.1
|
|
State and municipal variable rate demand notes
|
—
|
|
|
316.8
|
|
|
—
|
|
|
316.8
|
|
||||
Corporate and other debt securities
|
—
|
|
|
70.5
|
|
|
—
|
|
|
70.5
|
|
||||
Short-term state and municipal bond mutual fund
|
47.1
|
|
|
—
|
|
|
—
|
|
|
47.1
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
—
|
|
|
423.0
|
|
|
—
|
|
|
423.0
|
|
||||
Total assets
|
$
|
47.1
|
|
|
$
|
1,848.4
|
|
|
$
|
—
|
|
|
$
|
1,895.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
317.1
|
|
|
$
|
—
|
|
|
$
|
317.1
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
317.1
|
|
|
$
|
—
|
|
|
$
|
317.1
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Settlement assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,001.1
|
|
|
$
|
834.3
|
|
Receivables from selling agents and Business Solutions customers
|
1,059.5
|
|
|
1,006.9
|
|
||
Investment securities
|
1,429.8
|
|
|
1,472.5
|
|
||
|
$
|
3,490.4
|
|
|
$
|
3,313.7
|
|
Settlement obligations:
|
|
|
|
||||
Money transfer, money order and payment service payables
|
$
|
2,532.0
|
|
|
$
|
2,356.7
|
|
Payables to agents
|
958.4
|
|
|
957.0
|
|
||
|
$
|
3,490.4
|
|
|
$
|
3,313.7
|
|
June 30, 2015
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains/(Losses)
|
||||||||||
Settlement assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
State and municipal debt securities (a)
|
$
|
1,126.7
|
|
|
$
|
1,131.5
|
|
|
$
|
9.3
|
|
|
$
|
(4.5
|
)
|
|
$
|
4.8
|
|
State and municipal variable rate demand notes
|
247.9
|
|
|
247.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Corporate and other debt securities
|
50.4
|
|
|
50.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
1,425.0
|
|
|
$
|
1,429.8
|
|
|
$
|
9.3
|
|
|
$
|
(4.5
|
)
|
|
$
|
4.8
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposit
|
100.0
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
1,525.0
|
|
|
$
|
1,529.8
|
|
|
$
|
9.3
|
|
|
$
|
(4.5
|
)
|
|
$
|
4.8
|
|
December 31, 2014
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains/(Losses)
|
||||||||||
Settlement assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
State and municipal debt securities (a)
|
$
|
1,024.2
|
|
|
$
|
1,038.1
|
|
|
$
|
15.1
|
|
|
$
|
(1.2
|
)
|
|
$
|
13.9
|
|
State and municipal variable rate demand notes
|
316.8
|
|
|
316.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Corporate and other debt securities
|
70.5
|
|
|
70.5
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||||
Short-term state and municipal bond mutual fund
|
47.1
|
|
|
47.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
1,458.6
|
|
|
$
|
1,472.5
|
|
|
$
|
15.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
13.9
|
|
(a)
|
The majority of these securities are fixed-rate instruments.
|
|
Fair
Value
|
||
Due within 1 year
|
$
|
186.6
|
|
Due after 1 year through 5 years
|
519.9
|
|
|
Due after 5 years through 10 years
|
493.7
|
|
|
Due after 10 years
|
229.6
|
|
|
|
$
|
1,429.8
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Unrealized gains on investment securities, beginning of period
|
$
|
9.9
|
|
|
$
|
6.9
|
|
|
$
|
8.9
|
|
|
$
|
4.1
|
|
Unrealized gains/(losses)
|
(9.6
|
)
|
|
6.7
|
|
|
(7.3
|
)
|
|
13.8
|
|
||||
Tax (expense)/benefit
|
3.6
|
|
|
(2.4
|
)
|
|
2.7
|
|
|
(5.0
|
)
|
||||
Reclassification of gains into "Other revenues"
|
(1.2
|
)
|
|
(0.6
|
)
|
|
(1.8
|
)
|
|
(3.0
|
)
|
||||
Reclassification of gains into "Interest income"
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Tax expense related to reclassifications
|
0.4
|
|
|
0.2
|
|
|
0.6
|
|
|
1.1
|
|
||||
Net unrealized gains/(losses) on investment securities
|
(6.8
|
)
|
|
3.9
|
|
|
(5.8
|
)
|
|
6.7
|
|
||||
Unrealized gains on investment securities, end of period
|
$
|
3.1
|
|
|
$
|
10.8
|
|
|
$
|
3.1
|
|
|
$
|
10.8
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains/(losses) on hedging activities, beginning of period
|
$
|
89.2
|
|
|
$
|
(31.4
|
)
|
|
$
|
48.6
|
|
|
$
|
(33.0
|
)
|
Unrealized gains/(losses)
|
(19.8
|
)
|
|
(3.7
|
)
|
|
38.4
|
|
|
(1.4
|
)
|
||||
Tax (expense)/benefit
|
0.4
|
|
|
1.7
|
|
|
(2.7
|
)
|
|
(0.2
|
)
|
||||
Reclassification of (gains)/losses into "Transaction fees"
|
(14.2
|
)
|
|
2.8
|
|
|
(25.5
|
)
|
|
2.9
|
|
||||
Reclassification of (gains)/losses into "Foreign exchange revenues"
|
(5.9
|
)
|
|
1.1
|
|
|
(10.3
|
)
|
|
1.1
|
|
||||
Reclassification of losses into "Interest expense"
|
0.9
|
|
|
0.9
|
|
|
1.8
|
|
|
1.8
|
|
||||
Tax expense/(benefit) related to reclassifications
|
0.4
|
|
|
(0.6
|
)
|
|
0.7
|
|
|
(0.4
|
)
|
||||
Net unrealized gains/(losses) on hedging activities
|
(38.2
|
)
|
|
2.2
|
|
|
2.4
|
|
|
3.8
|
|
||||
Unrealized gains/(losses) on hedging activities, end of period
|
$
|
51.0
|
|
|
$
|
(29.2
|
)
|
|
$
|
51.0
|
|
|
$
|
(29.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, beginning of period
|
$
|
(51.8
|
)
|
|
$
|
(28.6
|
)
|
|
$
|
(49.2
|
)
|
|
$
|
(21.6
|
)
|
Foreign currency translation adjustments
|
(1.7
|
)
|
|
(0.3
|
)
|
|
(4.3
|
)
|
|
(11.1
|
)
|
||||
Tax benefit
|
—
|
|
|
0.1
|
|
|
—
|
|
|
3.9
|
|
||||
Net foreign currency translation adjustments
|
(1.7
|
)
|
|
(0.2
|
)
|
|
(4.3
|
)
|
|
(7.2
|
)
|
||||
Foreign currency translation adjustments, end of period
|
$
|
(53.5
|
)
|
|
$
|
(28.8
|
)
|
|
$
|
(53.5
|
)
|
|
$
|
(28.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plan adjustments, beginning of period
|
$
|
(125.4
|
)
|
|
$
|
(116.9
|
)
|
|
$
|
(127.2
|
)
|
|
$
|
(118.5
|
)
|
Reclassification of losses into "Cost of services"
|
2.8
|
|
|
2.6
|
|
|
5.7
|
|
|
5.2
|
|
||||
Tax benefit related to reclassifications and other
|
(1.5
|
)
|
|
(1.0
|
)
|
|
(2.6
|
)
|
|
(2.0
|
)
|
||||
Net defined benefit pension plan adjustments
|
1.3
|
|
|
1.6
|
|
|
3.1
|
|
|
3.2
|
|
||||
Defined benefit pension plan adjustments, end of period
|
$
|
(124.1
|
)
|
|
$
|
(115.3
|
)
|
|
$
|
(124.1
|
)
|
|
$
|
(115.3
|
)
|
Accumulated other comprehensive loss, end of period
|
$
|
(123.5
|
)
|
|
$
|
(162.5
|
)
|
|
$
|
(123.5
|
)
|
|
$
|
(162.5
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest cost
|
$
|
3.0
|
|
|
$
|
3.4
|
|
|
$
|
5.9
|
|
|
$
|
6.8
|
|
Expected return on plan assets
|
(5.1
|
)
|
|
(5.0
|
)
|
|
(10.2
|
)
|
|
(10.1
|
)
|
||||
Amortization of actuarial loss
|
2.8
|
|
|
2.6
|
|
|
5.7
|
|
|
5.2
|
|
||||
Net periodic benefit cost
|
$
|
0.7
|
|
|
$
|
1.0
|
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
(a)
|
Comprised of exposures to
21
different currencies. None of these individual currency exposures is greater than
$25 million
.
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location
|
|
June 30,
2015 |
|
December 31,
2014 |
|
Balance Sheet
Location
|
|
June 30,
2015 |
|
December 31,
2014 |
||||||||
Derivatives — hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate fair value hedges — Corporate
|
Other assets
|
|
$
|
7.8
|
|
|
$
|
3.5
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Foreign currency cash flow hedges — Consumer-to-Consumer
|
Other assets
|
|
71.2
|
|
|
66.1
|
|
|
Other liabilities
|
|
5.1
|
|
|
3.5
|
|
||||
Total
|
|
|
$
|
79.0
|
|
|
$
|
69.6
|
|
|
|
|
$
|
5.1
|
|
|
$
|
5.4
|
|
Derivatives — undesignated:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency — Business Solutions
|
Other assets
|
|
$
|
328.7
|
|
|
$
|
349.4
|
|
|
Other liabilities
|
|
$
|
285.9
|
|
|
$
|
310.2
|
|
Foreign currency — Consumer-to-Consumer
|
Other assets
|
|
3.3
|
|
|
4.0
|
|
|
Other liabilities
|
|
0.9
|
|
|
1.5
|
|
||||
Total
|
|
|
$
|
332.0
|
|
|
$
|
353.4
|
|
|
|
|
$
|
286.8
|
|
|
$
|
311.7
|
|
Total derivatives
|
|
|
$
|
411.0
|
|
|
$
|
423.0
|
|
|
|
|
$
|
291.9
|
|
|
$
|
317.1
|
|
June 30, 2015
|
|
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
|
|
$
|
214.8
|
|
|
$
|
—
|
|
|
$
|
214.8
|
|
|
$
|
(114.9
|
)
|
|
$
|
99.9
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
196.2
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
411.0
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
255.1
|
|
|
$
|
—
|
|
|
$
|
255.1
|
|
|
$
|
(134.8
|
)
|
|
$
|
120.3
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
167.9
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
423.0
|
|
|
|
|
|
|
|
|
|
June 30, 2015
|
|
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
|
|
$
|
171.1
|
|
|
$
|
—
|
|
|
$
|
171.1
|
|
|
$
|
(114.9
|
)
|
|
$
|
56.2
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
120.8
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
291.9
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
169.3
|
|
|
$
|
—
|
|
|
$
|
169.3
|
|
|
$
|
(134.8
|
)
|
|
$
|
34.5
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
147.8
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
317.1
|
|
|
|
|
|
|
|
|
|
|
|
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,
2015 |
|
June 30,
2014 |
|
Hedged Item
|
|
|
June 30,
2015 |
|
June 30,
2014 |
|
|
June 30, 2015
|
|
June 30, 2014
|
|||||||||||||||
Interest rate contracts
|
|
Interest expense
|
|
$
|
(0.3
|
)
|
|
$
|
7.0
|
|
|
Fixed-rate debt
|
|
Interest expense
|
|
$
|
3.5
|
|
|
$
|
(4.2
|
)
|
|
Interest expense
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Total gain/ (loss)
|
|
|
|
$
|
(0.3
|
)
|
|
$
|
7.0
|
|
|
|
|
|
|
$
|
3.5
|
|
|
$
|
(4.2
|
)
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
|
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,
2015 |
|
June 30,
2014 |
|
Hedged Item
|
|
|
June 30,
2015 |
|
June 30,
2014 |
|
|
June 30, 2015
|
|
June 30, 2014
|
|||||||||||||||
Interest rate contracts
|
|
Interest expense
|
|
$
|
10.6
|
|
|
$
|
10.8
|
|
|
Fixed-rate debt
|
|
Interest expense
|
|
$
|
(4.0
|
)
|
|
$
|
(4.5
|
)
|
|
Interest expense
|
|
$
|
0.6
|
|
|
$
|
(0.3
|
)
|
Total gain/ (loss)
|
|
|
|
$
|
10.6
|
|
|
$
|
10.8
|
|
|
|
|
|
|
$
|
(4.0
|
)
|
|
$
|
(4.5
|
)
|
|
|
|
$
|
0.6
|
|
|
$
|
(0.3
|
)
|
|
|
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, 2015
|
|
June 30, 2014
|
|
|
June 30, 2015
|
|
June 30, 2014
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||
Foreign currency contracts
|
|
$
|
(19.8
|
)
|
|
$
|
(3.7
|
)
|
|
Revenue
|
|
$
|
20.1
|
|
|
$
|
(3.9
|
)
|
|
Derivative gains/(losses), net
|
|
$
|
0.8
|
|
|
$
|
(1.0
|
)
|
Interest rate contracts (c)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Total gain/(loss)
|
|
$
|
(19.8
|
)
|
|
$
|
(3.7
|
)
|
|
|
|
$
|
19.2
|
|
|
$
|
(4.8
|
)
|
|
|
|
$
|
0.8
|
|
|
$
|
(1.0
|
)
|
|
|
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, 2015
|
|
June 30, 2014
|
|
|
June 30, 2015
|
|
June 30, 2014
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||
Foreign currency contracts
|
|
$
|
38.4
|
|
|
$
|
(1.4
|
)
|
|
Revenue
|
|
$
|
35.8
|
|
|
$
|
(4.0
|
)
|
|
Derivative gains/(losses), net
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
Interest rate contracts (c)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Total gain/(loss)
|
|
$
|
38.4
|
|
|
$
|
(1.4
|
)
|
|
|
|
$
|
34.0
|
|
|
$
|
(5.8
|
)
|
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
Gain/(Loss) Recognized in Income on Derivatives (d)
|
||||||||||||||||
|
Income Statement Location
|
|
Amount
|
||||||||||||||
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
Derivatives
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Foreign currency contracts (e)
|
Selling, general and administrative
|
|
$
|
(11.2
|
)
|
|
$
|
0.8
|
|
|
$
|
16.1
|
|
|
$
|
(0.8
|
)
|
Foreign currency contracts (f)
|
Derivative gains/(losses), net
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
1.0
|
|
|
(1.0
|
)
|
||||
Total gain/(loss)
|
|
|
$
|
(12.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
17.1
|
|
|
$
|
(1.8
|
)
|
(a)
|
The gain/(loss) of
$3.5 million
and
$(4.2) million
in the three months ended
June 30, 2015
and
2014
, respectively, consisted of a gain/(loss) in value on the debt of
$0.4 million
and
$(6.9) million
, respectively, and amortization of hedge accounting adjustments of
$3.1 million
and
$2.7 million
, respectively. The loss of
$4.0 million
and
$4.5 million
in the six months ended
June 30, 2015
and
2014
, respectively, was comprised of a loss in value of debt of
$11.2 million
and
$10.5 million
, respectively, and amortization of hedge accounting adjustments of
$7.2 million
and
$6.0 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 gains/(losses) on settlement assets and obligations and cash balances, not including amounts related to derivatives activity as displayed above and included in "Selling, general, and administrative" in the Condensed Consolidated Statements of Income, were
$8.0 million
and
$(4.2) million
for the three months ended
June 30, 2015
and
2014
, respectively, and
$(21.5) million
and
$(5.0) million
for the six months ended
June 30, 2015
and
2014
, 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.
|
Notes:
|
June 30, 2015
|
|
December 31, 2014
|
||||
Floating rate notes (effective rate of 1.3%) due 2015
|
$
|
250.0
|
|
|
$
|
250.0
|
|
2.375% notes due 2015 (a)
|
250.0
|
|
|
250.0
|
|
||
5.930% notes due 2016 (a)
|
1,000.0
|
|
|
1,000.0
|
|
||
2.875% notes (effective rate of 2.0%) due 2017
|
500.0
|
|
|
500.0
|
|
||
3.650% notes due 2018 (a)
|
400.0
|
|
|
400.0
|
|
||
3.350% notes due 2019 (a)
|
250.0
|
|
|
250.0
|
|
||
5.253% notes (effective rate of 4.6%) due 2020
|
324.9
|
|
|
324.9
|
|
||
6.200% notes due 2036 (a)
|
500.0
|
|
|
500.0
|
|
||
6.200% notes due 2040 (a)
|
250.0
|
|
|
250.0
|
|
||
Other borrowings
|
5.5
|
|
|
5.6
|
|
||
Total borrowings at par value
|
3,730.4
|
|
|
3,730.5
|
|
||
Fair value hedge accounting adjustments, net (b)
|
9.3
|
|
|
5.3
|
|
||
Unamortized discount, net
|
(13.9
|
)
|
|
(15.4
|
)
|
||
Total borrowings at carrying value (c)
|
$
|
3,725.8
|
|
|
$
|
3,720.4
|
|
(a)
|
The difference between the stated interest rate and the effective interest rate is not significant.
|
(b)
|
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.
|
(c)
|
As of
June 30, 2015
, the Company's weighted-average effective rate on total borrowings was approximately
4.4%
.
|
Due within 1 year
|
$
|
500.0
|
|
Due after 1 year through 2 years
|
1,005.5
|
|
|
Due after 2 years through 3 years
|
500.0
|
|
|
Due after 3 years through 4 years
|
650.0
|
|
|
Due after 4 years through 5 years
|
324.9
|
|
|
Due after 5 years
|
750.0
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Consumer-to-Consumer:
|
|
|
|
|
|
|
|
||||||||
Transaction fees
|
$
|
816.1
|
|
|
$
|
867.1
|
|
|
$
|
1,592.3
|
|
|
$
|
1,692.7
|
|
Foreign exchange revenues
|
268.9
|
|
|
249.6
|
|
|
513.0
|
|
|
485.6
|
|
||||
Other revenues
|
16.5
|
|
|
15.4
|
|
|
34.5
|
|
|
31.3
|
|
||||
|
1,101.5
|
|
|
1,132.1
|
|
|
2,139.8
|
|
|
2,209.6
|
|
||||
Consumer-to-Business:
|
|
|
|
|
|
|
|
||||||||
Transaction fees
|
151.6
|
|
|
139.4
|
|
|
303.0
|
|
|
280.1
|
|
||||
Foreign exchange and other revenues
|
6.3
|
|
|
6.5
|
|
|
12.7
|
|
|
13.0
|
|
||||
|
157.9
|
|
|
145.9
|
|
|
315.7
|
|
|
293.1
|
|
||||
Business Solutions:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange revenues
|
87.5
|
|
|
87.7
|
|
|
175.4
|
|
|
178.1
|
|
||||
Transaction fees and other revenues
|
10.1
|
|
|
10.5
|
|
|
20.2
|
|
|
19.5
|
|
||||
|
97.6
|
|
|
98.2
|
|
|
195.6
|
|
|
197.6
|
|
||||
Other:
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
26.6
|
|
|
29.4
|
|
|
53.4
|
|
|
56.1
|
|
||||
Total consolidated revenues
|
$
|
1,383.6
|
|
|
$
|
1,405.6
|
|
|
$
|
2,704.5
|
|
|
$
|
2,756.4
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income/(loss):
|
|
|
|
|
|
|
|
||||||||
Consumer-to-Consumer
|
$
|
256.6
|
|
|
$
|
257.5
|
|
|
$
|
496.8
|
|
|
$
|
504.5
|
|
Consumer-to-Business (a)
|
(6.4
|
)
|
|
23.6
|
|
|
23.1
|
|
|
53.4
|
|
||||
Business Solutions
|
(0.4
|
)
|
|
(3.3
|
)
|
|
1.7
|
|
|
(6.9
|
)
|
||||
Other
|
1.0
|
|
|
0.5
|
|
|
1.5
|
|
|
(0.7
|
)
|
||||
Total consolidated operating income
|
$
|
250.8
|
|
|
$
|
278.3
|
|
|
$
|
523.1
|
|
|
$
|
550.3
|
|
(a)
|
For both the
three
and
six
months ended
June 30, 2015
, Consumer-to-Business operating income/(loss) included
$35.3 million
of expenses related to the Paymap Settlement Agreement. For additional information on the Paymap Settlement Agreement, refer to Note 4.
|
•
|
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 websites, mobile devices, 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, with the remainder primarily generated in Argentina.
|
•
|
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.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(in millions, except per share amounts)
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction fees
|
$
|
988.3
|
|
|
$
|
1,029.0
|
|
|
(4
|
)%
|
|
$
|
1,936.9
|
|
|
$
|
2,016.9
|
|
|
(4
|
)%
|
Foreign exchange revenues
|
362.1
|
|
|
344.3
|
|
|
5
|
%
|
|
700.1
|
|
|
673.6
|
|
|
4
|
%
|
||||
Other revenues
|
33.2
|
|
|
32.3
|
|
|
3
|
%
|
|
67.5
|
|
|
65.9
|
|
|
2
|
%
|
||||
Total revenues
|
1,383.6
|
|
|
1,405.6
|
|
|
(2
|
)%
|
|
2,704.5
|
|
|
2,756.4
|
|
|
(2
|
)%
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services
|
799.4
|
|
|
827.8
|
|
|
(3
|
)%
|
|
1,571.2
|
|
|
1,625.0
|
|
|
(3
|
)%
|
||||
Selling, general and administrative
|
333.4
|
|
|
299.5
|
|
|
11
|
%
|
|
610.2
|
|
|
581.1
|
|
|
5
|
%
|
||||
Total expenses
|
1,132.8
|
|
|
1,127.3
|
|
|
0
|
%
|
|
2,181.4
|
|
|
2,206.1
|
|
|
(1
|
)%
|
||||
Operating income
|
250.8
|
|
|
278.3
|
|
|
(10
|
)%
|
|
523.1
|
|
|
550.3
|
|
|
(5
|
)%
|
||||
Other income/(expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.5
|
|
|
2.9
|
|
|
(14
|
)%
|
|
5.4
|
|
|
7.6
|
|
|
(29
|
)%
|
||||
Interest expense
|
(43.1
|
)
|
|
(43.4
|
)
|
|
(1
|
)%
|
|
(84.9
|
)
|
|
(91.0
|
)
|
|
(7
|
)%
|
||||
Derivative gains/(losses), net
|
—
|
|
|
(2.0
|
)
|
|
(a)
|
|
|
1.0
|
|
|
(2.6
|
)
|
|
(a)
|
|
||||
Other expense, net
|
(3.3
|
)
|
|
(3.7
|
)
|
|
(11
|
)%
|
|
(5.1
|
)
|
|
(4.8
|
)
|
|
6
|
%
|
||||
Total other expense, net
|
(43.9
|
)
|
|
(46.2
|
)
|
|
(5
|
)%
|
|
(83.6
|
)
|
|
(90.8
|
)
|
|
(8
|
)%
|
||||
Income before income taxes
|
206.9
|
|
|
232.1
|
|
|
(11
|
)%
|
|
439.5
|
|
|
459.5
|
|
|
(4
|
)%
|
||||
Provision for income taxes
|
17.6
|
|
|
38.3
|
|
|
(54
|
)%
|
|
46.3
|
|
|
62.7
|
|
|
(26
|
)%
|
||||
Net income
|
$
|
189.3
|
|
|
$
|
193.8
|
|
|
(2
|
)%
|
|
$
|
393.2
|
|
|
$
|
396.8
|
|
|
(1
|
)%
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
3
|
%
|
|
$
|
0.76
|
|
|
$
|
0.73
|
|
|
4
|
%
|
Diluted
|
$
|
0.36
|
|
|
$
|
0.36
|
|
|
0
|
%
|
|
$
|
0.75
|
|
|
$
|
0.73
|
|
|
3
|
%
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
515.2
|
|
|
537.1
|
|
|
|
|
518.1
|
|
|
541.5
|
|
|
|
||||||
Diluted
|
519.8
|
|
|
539.9
|
|
|
|
|
522.5
|
|
|
544.6
|
|
|
|
(a)
|
Calculation not meaningful
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Consumer-to-Consumer
|
80
|
%
|
|
81
|
%
|
|
79
|
%
|
|
80
|
%
|
Consumer-to-Business
|
11
|
%
|
|
10
|
%
|
|
12
|
%
|
|
11
|
%
|
Business Solutions
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
Other
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars and transactions in millions)
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction fees
|
$
|
816.1
|
|
|
$
|
867.1
|
|
|
(6
|
)%
|
|
$
|
1,592.3
|
|
|
$
|
1,692.7
|
|
|
(6
|
)%
|
Foreign exchange revenues
|
268.9
|
|
|
249.6
|
|
|
8
|
%
|
|
513.0
|
|
|
485.6
|
|
|
6
|
%
|
||||
Other revenues
|
16.5
|
|
|
15.4
|
|
|
7
|
%
|
|
34.5
|
|
|
31.3
|
|
|
10
|
%
|
||||
Total revenues
|
$
|
1,101.5
|
|
|
$
|
1,132.1
|
|
|
(3
|
)%
|
|
$
|
2,139.8
|
|
|
$
|
2,209.6
|
|
|
(3
|
)%
|
Operating income
|
$
|
256.6
|
|
|
$
|
257.5
|
|
|
0
|
%
|
|
$
|
496.8
|
|
|
$
|
504.5
|
|
|
(2
|
)%
|
Operating income margin
|
23
|
%
|
|
23
|
%
|
|
|
|
23
|
%
|
|
23
|
%
|
|
|
||||||
Key indicator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer-to-Consumer transactions
|
65.76
|
|
|
63.96
|
|
|
3
|
%
|
|
127.51
|
|
|
124.20
|
|
|
3
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||
|
As Reported
|
|
Foreign Exchange Translation Impact
|
|
Constant Currency Growth/(Decline) (a)
|
|
As Reported
|
|
Foreign Exchange Translation Impact
|
|
Constant Currency Growth/(Decline) (a)
|
||||||
|
2015
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
||||||
Consumer-to-Consumer revenue growth/(decline):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe and CIS
|
(9
|
)%
|
|
(11
|
)%
|
|
2
|
%
|
|
(9
|
)%
|
|
(11
|
)%
|
|
2
|
%
|
North America
|
(2
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
Middle East and Africa
|
(4
|
)%
|
|
(5
|
)%
|
|
1
|
%
|
|
(5
|
)%
|
|
(5
|
)%
|
|
0
|
%
|
Asia Pacific ("APAC")
|
(5
|
)%
|
|
(5
|
)%
|
|
0
|
%
|
|
(6
|
)%
|
|
(5
|
)%
|
|
(1
|
)%
|
Latin America and the Caribbean ("LACA") (b)
|
6
|
%
|
|
(7
|
)%
|
|
13
|
%
|
|
5
|
%
|
|
(7
|
)%
|
|
12
|
%
|
westernunion.com
|
22
|
%
|
|
(6
|
)%
|
|
28
|
%
|
|
20
|
%
|
|
(6
|
)%
|
|
26
|
%
|
Total Consumer-to-Consumer revenue growth/(decline):
|
(3
|
)%
|
|
(6
|
)%
|
|
3
|
%
|
|
(3
|
)%
|
|
(6
|
)%
|
|
3
|
%
|
(a)
|
Constant currency revenue growth assumes that revenues denominated in foreign currencies are translated to the U.S. dollar, net of the effect of foreign currency hedges, at rates consistent with those in the prior year.
|
(b)
|
For the
three
and
six
months ended
June 30, 2015
compared to the same periods in the prior year, the foreign exchange translation impact is primarily the result of fluctuations in the exchange rate between the United States dollar and the Argentine peso and other South American currencies.
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||
Consumer-to-Consumer transaction growth/(decline):
|
|
|
||
Europe and CIS
|
1
|
%
|
2
|
%
|
North America
|
3
|
%
|
3
|
%
|
Middle East and Africa
|
0
|
%
|
(1
|
)%
|
APAC
|
(3
|
)%
|
(3
|
)%
|
LACA
|
7
|
%
|
7
|
%
|
westernunion.com
|
27
|
%
|
26
|
%
|
|
|
|
||
Consumer-to-Consumer revenue as a percentage of consolidated revenue:
|
|
|
||
Europe and CIS
|
20
|
%
|
20
|
%
|
North America
|
19
|
%
|
19
|
%
|
Middle East and Africa
|
16
|
%
|
16
|
%
|
APAC
|
11
|
%
|
11
|
%
|
LACA
|
9
|
%
|
8
|
%
|
westernunion.com
|
5
|
%
|
5
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction fees
|
$
|
151.6
|
|
|
$
|
139.4
|
|
|
9
|
%
|
|
$
|
303.0
|
|
|
$
|
280.1
|
|
|
8
|
%
|
Foreign exchange and other revenues
|
6.3
|
|
|
6.5
|
|
|
(3
|
)%
|
|
12.7
|
|
|
13.0
|
|
|
(2
|
)%
|
||||
Total revenues
|
$
|
157.9
|
|
|
$
|
145.9
|
|
|
8
|
%
|
|
$
|
315.7
|
|
|
$
|
293.1
|
|
|
8
|
%
|
Operating income/(loss)
|
$
|
(6.4
|
)
|
|
$
|
23.6
|
|
|
(a)
|
|
|
$
|
23.1
|
|
|
$
|
53.4
|
|
|
(a)
|
|
Less: Paymap Settlement Agreement
|
35.3
|
|
|
—
|
|
|
|
|
35.3
|
|
|
—
|
|
|
|
||||||
Operating income, excluding Paymap Settlement Agreement
|
$
|
28.9
|
|
|
$
|
23.6
|
|
|
|
|
$
|
58.4
|
|
|
$
|
53.4
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income/(loss) margin
|
(4
|
)%
|
|
16
|
%
|
|
|
|
7
|
%
|
|
18
|
%
|
|
|
||||||
Operating income margin, excluding Paymap Settlement Agreement
|
18
|
%
|
|
(a)
|
|
|
|
|
18
|
%
|
|
(a)
|
|
|
|
(a)
|
Calculation not meaningful or not applicable
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange revenues
|
$
|
87.5
|
|
|
$
|
87.7
|
|
|
0
|
%
|
|
$
|
175.4
|
|
|
$
|
178.1
|
|
|
(2
|
)%
|
Transaction fees and other revenues
|
10.1
|
|
|
10.5
|
|
|
(4
|
)%
|
|
20.2
|
|
|
19.5
|
|
|
4
|
%
|
||||
Total revenues
|
$
|
97.6
|
|
|
$
|
98.2
|
|
|
(1
|
)%
|
|
$
|
195.6
|
|
|
$
|
197.6
|
|
|
(1
|
)%
|
Operating income/(loss)
|
$
|
(0.4
|
)
|
|
$
|
(3.3
|
)
|
|
(a)
|
|
|
$
|
1.7
|
|
|
$
|
(6.9
|
)
|
|
(a)
|
|
Operating income/(loss) margin
|
0
|
%
|
|
(3
|
)%
|
|
|
|
1
|
%
|
|
(3
|
)%
|
|
|
(a)
|
Calculation not meaningful
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Revenues
|
$
|
26.6
|
|
|
$
|
29.4
|
|
|
(10
|
)%
|
|
$
|
53.4
|
|
|
$
|
56.1
|
|
|
(5
|
)%
|
Operating income/(loss)
|
$
|
1.0
|
|
|
$
|
0.5
|
|
|
(a)
|
|
|
$
|
1.5
|
|
|
$
|
(0.7
|
)
|
|
(a)
|
|
(a)
|
Calculation not meaningful
|
•
|
Income taxes
|
•
|
Derivative financial instruments
|
•
|
Other intangible assets
|
•
|
Goodwill
|
•
|
Legal contingencies
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
July 30, 2015
|
|
|
Total Number of
Shares Purchased*
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs**
|
|
Remaining Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (in millions)
|
||||||
April 1 - 30
|
1,631,846
|
|
|
$
|
20.59
|
|
|
1,595,574
|
|
|
$
|
1,029.0
|
|
May 1 - 31
|
3,806,304
|
|
|
$
|
21.85
|
|
|
3,797,868
|
|
|
$
|
946.0
|
|
June 1 - 30
|
1,893,861
|
|
|
$
|
21.55
|
|
|
1,877,100
|
|
|
$
|
905.6
|
|
Total
|
7,332,011
|
|
|
$
|
21.49
|
|
|
7,270,542
|
|
|
|
*
|
These amounts represent both shares authorized by the Board of Directors for repurchase under a publicly announced authorization, as described below, as well as shares withheld from employees to cover tax withholding obligations on restricted stock units that have vested.
|
**
|
On February 10, 2015, the Board of Directors authorized $1.2 billion of common stock repurchases through December 31, 2017, of which
$905.6 million
remained available as of
June 30, 2015
. In certain instances, management has historically and may continue to establish prearranged written plans pursuant to Rule 10b5-1. A Rule 10b5-1 plan permits us to repurchase shares at times when we may otherwise be unable to do so, provided the plan is adopted when we are not aware of material non-public information.
|
|
|
The Western Union Company
(Registrant)
|
|
|
|
|
|
Date:
|
July 30, 2015
|
By:
|
/
S
/ H
IKMET
E
RSEK
|
|
|
|
Hikmet Ersek
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
July 30, 2015
|
By:
|
/
S
/ R
AJESH
K. A
GRAWAL
|
|
|
|
Rajesh K. Agrawal
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
July 30, 2015
|
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 By-laws of the Company, as amended as of May 15, 2015 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 15, 2015 and incorporated herein by reference thereto)
|
|
|
|
10.1
|
|
The Western Union Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 20, 2015 and incorporated herein by reference thereto)
|
|
|
|
10.2
|
|
Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee Directors Under The Western Union Company 2015 Long-Term Incentive Plan, Effective May 15, 2015
|
|
|
|
10.3
|
|
Form of Nonqualified Stock Option Grant Agreement for U.S. Non-Employee Directors Under The Western Union Company 2015 Long-Term Incentive Plan, Effective May 15, 2015
|
|
|
|
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
|
1.
|
Pursuant to The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”), The Western Union Company (the “Company”) hereby grants to the Non-Employee Director of the Company identified in the attached Stock Unit Award Notice (which forms part of this Agreement) as of the grant date specified in the Stock Unit Award Notice (the “Grant Date”), the number of Deferred Stock Units (the “Units”) relating to shares of the Company’s Common Stock specified in the Stock Unit Award Notice, subject to the conditions and restrictions set forth in this Agreement and the Plan. Each Unit shall provide for the issuance and transfer to Non-Employee Director of one share of the Company’s Common Stock on the distribution date specified in the most recent Election Agreement between the Company and Non-Employee Director on file with the Company. Upon issuance and transfer of the shares of Common Stock subject to the Units, Non-Employee Director shall have all rights incident to ownership, including but not limited to voting rights and the right to receive dividends.
|
2.
|
The terms of the Plan are hereby incorporated in this Agreement by reference and made a part hereof. Any capitalized terms used in this Agreement that are not defined herein shall have the meaning set forth in the Plan.
|
3.
|
Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Non-Employee Director’s participation in the Plan and legally applicable to Non-Employee Director (“Tax-Related Items”), Non-Employee Director acknowledges that the ultimate liability for all Tax-Related Items is and remains Non-Employee Director’s responsibility. Non-Employee Director further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant of the Units, the vesting of the Units, the conversion of the Units into Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired and the receipt of any dividends or dividend equivalents; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate Non-Employee Director’s liability for the Tax-Related Items or achieve any particular tax result. Further, if Non-Employee Director has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event (“Tax Date”), Non-Employee Director acknowledges that the Company may be required to account for Tax-Related Items in more than one jurisdiction.
|
4.
|
Prior to the settlement of the Units, Non-Employee Director will be paid amounts equal to the regular cash dividends that would have been payable to Non-Employee Director if Non-Employee Director had received and held the shares of Common Stock underlying the Units, which payment shall be made as soon as practicable after the payment of dividends with respect to the Company’s Common Stock but in no event later than March 15 of the calendar year immediately following the calendar year in which the record date for such dividend payment occurs. No amounts will be paid with respect to record dates for dividends occurring prior the Grant Date. Prior to the issuance and transfer of the shares of Common Stock underlying the Units, Non-Employee Director shall not be a shareholder of record with respect to such shares and shall have no voting rights with respect to such shares.
|
5.
|
The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except by will or the laws of descent and distribution, or otherwise as provided by the Plan. If Non-Employee Director or anyone claiming under or through Non-Employee Director attempts to make any such sale, transfer, assignment, pledge or other disposition of the Units in violation of this Paragraph 5, such attempted violation shall be null, void, and without effect.
|
6.
|
Notwithstanding anything in this Agreement to the contrary, all Units subject to this Agreement shall be immediately forfeited in the event that Non-Employee Director’s service on the Company’s Board of Directors is terminated on account of gross misconduct.
|
7.
|
The Board or Committee may amend or terminate the Plan and the Committee may amend (or its delegate may amend) these terms and conditions. No amendment may impair Non-Employee Director’s rights under this Agreement without Non-Employee Director’s consent. The determination of such impairment shall be made by the Committee in its sole discretion.
|
8.
|
Any action taken or decision made by the Company, the Board, or the Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on Non-Employee Director and all persons claiming under or through Non-Employee Director. By accepting this grant of Units or other benefit under the Plan, Non-Employee Director and each person claiming under or through Non-Employee Director shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee or its delegates.
|
9.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Non-Employee Director’s participation in the Plan, or Non-Employee Director’s acquisition or sale of the shares of Common Stock underlying the Units. Non-Employee Director is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
|
10.
|
This Award is discretionary, non-binding for future years and there is no promise or guarantee that such grants will be offered to Non-Employee Director in future years.
|
11.
|
The validity, construction, interpretation, administration and effect of the Plan and this Agreement and rights relating to the Plan and to this Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware in the United States of America, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the Units or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Colorado in the United States of America, and agree that such litigation shall be conducted only in the courts of Douglas County in the State of Colorado in the United States of America, or the federal courts for the United States of America for the District of Colorado, and no other courts, where this grant is made and/or to be performed.
|
12.
|
If one or more provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed as to foster the intent of this Agreement and the Plan.
|
13.
|
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Non-Employee Director hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
|
14.
|
The Company reserves the right to impose other requirements on Non-Employee Director’s participation in the Plan, on the Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or to facilitate the administration of the Plan, and to require Non-Employee Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
1.
|
These terms and conditions form part of the Stock Option Agreement (the “Agreement”) pursuant to which Non-Employee Director has been granted a Nonqualified Stock Option (“Stock Option”) under The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”). The terms of the Plan are hereby incorporated in this Agreement by reference and made a part hereof. Any capitalized terms used in this Agreement that are not defined herein shall have the meaning set forth in the Plan.
|
2.
|
The number of shares of common stock (“Common Stock”) of The Western Union Company (the “Company”) subject to the Stock Option, and the Stock Option exercise price, are specified in the attached Award Notice (which forms part of the Agreement).
|
3.
|
Subject to the other provisions of this Agreement and the terms of the Plan, at any time or times on or after the Date of Grant specified in the attached Award Notice, but not later than the tenth anniversary of such Date of Grant, Non-Employee Director may exercise this Stock Option as to the number of shares of Common Stock which, when added to the number of shares of Common Stock as to which Non-Employee Director has theretofore exercised under this Stock Option, if any, will not exceed the total number of shares of Common Stock covered hereby. This Stock Option may not be exercised for a fraction of a share of Common Stock of the Company.
|
4.
|
This Stock Option may not be exercised unless the following conditions are met:
|
(a)
|
Legal counsel for the Company must be satisfied at the time of exercise that the issuance of shares upon exercise will comply with applicable U.S. federal, state, local and foreign laws.
|
(b)
|
Non-Employee Director pays the exercise price as follows: (i) by giving notice to the Company or its designee of the number of whole shares of Common Stock to be purchased and by making payment therefor in full (or arranging for such payment to the Company's satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom Non-Employee Director has submitted an irrevocable notice of exercise (i.e., also known as “cashless exercise”) or (D) by a combination of (A) and (B) and (ii) by executing such documents as the Company may reasonably request.
|
5.
|
Subject to Paragraph 8 of this Agreement, in the event that Non-Employee Director ceases to be a Non-Employee Director for any reason, Non-Employee Director will continue to have the right to exercise this Stock Option in accordance with the other provisions of this Agreement and the applicable provisions of the Plan until and including the tenth anniversary of the Date of Grant specified in the attached Award Notice.
|
6.
|
Subject to compliance with applicable law, as long as Non-Employee Director continues service to the Company, Non-Employee Director may transfer Stock Options to Non-Employee Director’s family members, a trust or other entity established by Non-Employee Director for estate planning purposes or a charitable organization designated by Non-Employee Director, in each case, without consideration; provided, however, in the case of a transfer of Stock Options to a limited liability company or a partnership established by Non-Employee Director for estate planning purposes, such transfer may be for consideration consisting solely of an entity interest in the limited liability company or partnership to which the transfer is made. Any transfer of Stock Options shall be in a form acceptable to the Committee, shall be signed by Non-Employee Director and shall be effective only upon written acknowledgement by the Committee of its receipt and acceptance of such notice.
|
7.
|
Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Non-Employee Director’s participation in the Plan and legally applicable to Non-Employee Director (“Tax-Related Items”), Non-Employee Director acknowledges that the ultimate liability for all Tax-Related Items is and remains Non-Employee Director’s responsibility. Non-Employee Director further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, including but not limited to, the grant, vesting, exercise of the Stock Option, the issuance of shares of Common Stock upon exercise, the subsequent sale of shares of Common Stock acquired pursuant to the exercise of the Stock Option and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate Non-Employee Director’s liability for the Tax-Related Items or achieve any particular tax result. Further, if Non-Employee Director has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event (“Tax Date”), Non-Employee Director acknowledges that the Company may be required to account for Tax-Related Items in more than one jurisdiction.
|
8.
|
Notwithstanding anything in this Agreement to the contrary, this Stock Option shall be immediately forfeited in the event that Non-Employee Director’s service on the Company’s Board of Directors is terminated on account of gross misconduct.
|
9.
|
The Board or Committee may amend or terminate the Plan and the Committee may amend (or its delegate may amend) these terms and conditions. No amendment may impair Non-Employee Director’s rights as an option holder without Non-Employee Director’s consent. The determination of such impairment shall be made by the Committee in its sole discretion.
|
10.
|
Any action taken or decision made by the Company, the Board, or the Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on Non-Employee Director and all persons claiming under or through Non-Employee Director. By accepting this grant or other benefit under the Plan, Non-Employee Director and each person claiming under or through Non-Employee Director shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee or its delegate
|
11.
|
This Award is discretionary, non-binding for future years and there is no promise or guarantee that such grants will be offered to Non-Employee Director in future years.
|
12.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Non-Employee Director’s participation in the Plan, or Non-Employee Director’s acquisition or sale of the shares of Common Stock acquired pursuant to the exercise of the Stock Option. Non-Employee Director is hereby advised to consult with Non-Employee Director’s own personal tax, legal and financial advisors regarding Non-Employee Director’s participation in the Plan before taking any action related to the Plan.
|
13.
|
The validity, construction, interpretation, administration and effect of the Plan and this Agreement and rights relating to the Plan and to this Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware in the United States of America, as provided in the Plan.
|
14.
|
If one or more provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed as to foster the intent of this Agreement and the Plan.
|
15.
|
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Non-Employee Director hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
|
16.
|
The Company reserves the right to impose other requirements on Non-Employee Director’s participation in the Plan, on the Stock Option and on any shares of Common Stock purchased upon exercise of the Stock Option under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require Non-Employee Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
$
|
206.9
|
|
|
$
|
439.5
|
|
|
$
|
968.2
|
|
|
$
|
926.9
|
|
|
$
|
1,168.8
|
|
|
$
|
1,274.6
|
|
|
$
|
1,145.2
|
|
Fixed charges
|
45.1
|
|
|
88.0
|
|
|
182.7
|
|
|
198.8
|
|
|
177.8
|
|
|
182.9
|
|
|
178.0
|
|
|||||||
Other adjustments
|
(1.4
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
|
(0.7
|
)
|
|
5.3
|
|
|
2.6
|
|
|
(3.1
|
)
|
|||||||
Total earnings (a)
|
$
|
250.6
|
|
|
$
|
524.2
|
|
|
$
|
1,147.7
|
|
|
$
|
1,125.0
|
|
|
$
|
1,351.9
|
|
|
$
|
1,460.1
|
|
|
$
|
1,320.1
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
43.1
|
|
|
$
|
84.9
|
|
|
$
|
176.6
|
|
|
$
|
195.6
|
|
|
$
|
179.6
|
|
|
$
|
181.9
|
|
|
$
|
169.9
|
|
Other adjustments
|
2.0
|
|
|
3.1
|
|
|
6.1
|
|
|
3.2
|
|
|
(1.8
|
)
|
|
1.0
|
|
|
8.1
|
|
|||||||
Total fixed charges (b)
|
$
|
45.1
|
|
|
$
|
88.0
|
|
|
$
|
182.7
|
|
|
$
|
198.8
|
|
|
$
|
177.8
|
|
|
$
|
182.9
|
|
|
$
|
178.0
|
|
Ratio of earnings to fixed charges (a/b)
|
5.6
|
|
|
6.0
|
|
|
6.3
|
|
|
5.7
|
|
|
7.6
|
|
|
8.0
|
|
|
7.4
|
|
(1)
|
Registration Statements (Form S-3 Nos. 333-191606 and 333-191608) of The Western Union Company, and
|
(2)
|
Registration Statement (Form S-8 Nos. 333-137665 and 333-204183) pertaining to The Western Union Company 2006 Long-Term Incentive Plan, The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, The Western Union Company Supplemental Incentive Savings Plan, and The Western Union Company 2015 Long-Term Incentive Plan;
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
July 30, 2015
|
|
Date:
|
July 30, 2015
|
/
S
/ H
IKMET
E
RSEK
|
|
|
Hikmet Ersek
|
|
|
President and Chief Executive Officer
|
Date:
|
July 30, 2015
|
/
S
/ R
AJESH
K. A
GRAWAL
|
|
|
Rajesh K. Agrawal
|
|
|
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:
|
July 30, 2015
|
/
S
/ H
IKMET
E
RSEK
|
|
|
Hikmet Ersek
|
|
|
President and Chief Executive Officer
|
Date:
|
July 30, 2015
|
/
S
/ R
AJESH
K. A
GRAWAL
|
|
|
Rajesh K. Agrawal
|
|
|
Executive Vice President and Chief Financial Officer
|