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 March 31, 2016
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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
(State or Other Jurisdiction of
Incorporation or Organization)
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20-4531180
(I.R.S. Employer
Identification No.)
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12500 EAST BELFORD AVENUE
ENGLEWOOD, CO
(Address of principal executive offices)
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80112
(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 March 31,
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||||||
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2016
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2015
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||||
Revenues:
|
|
|
|
||||
Transaction fees
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$
|
919.0
|
|
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$
|
948.6
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Foreign exchange revenues
|
345.5
|
|
|
338.0
|
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Other revenues
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33.2
|
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34.3
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Total revenues
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1,297.7
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1,320.9
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|
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Expenses:
|
|
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||||
Cost of services
|
779.4
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771.8
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Selling, general and administrative
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259.7
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|
|
276.8
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Total expenses
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1,039.1
|
|
|
1,048.6
|
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Operating income
|
258.6
|
|
|
272.3
|
|
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Other income/(expense):
|
|
|
|
||||
Interest income
|
0.9
|
|
|
2.9
|
|
||
Interest expense
|
(40.5
|
)
|
|
(41.8
|
)
|
||
Derivative gains, net
|
0.5
|
|
|
1.0
|
|
||
Other expense, net
|
(2.0
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)
|
|
(1.8
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)
|
||
Total other expense, net
|
(41.1
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)
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|
(39.7
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)
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||
Income before income taxes
|
217.5
|
|
|
232.6
|
|
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Provision for income taxes
|
31.8
|
|
|
28.7
|
|
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Net income
|
$
|
185.7
|
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$
|
203.9
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Earnings per share:
|
|
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||||
Basic
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$
|
0.37
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$
|
0.39
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Diluted
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$
|
0.37
|
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$
|
0.39
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Weighted-average shares outstanding:
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|
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||||
Basic
|
500.0
|
|
|
521.0
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||
Diluted
|
503.2
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|
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525.2
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Cash dividends declared per common share
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$
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0.16
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$
|
0.155
|
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Three Months Ended March 31,
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||||||
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2016
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2015
|
||||
Net income
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$
|
185.7
|
|
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$
|
203.9
|
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Other comprehensive income/(loss), net of tax (Note 7):
|
|
|
|
||||
Unrealized gains on investment securities
|
3.2
|
|
|
1.0
|
|
||
Unrealized gains/(losses) on hedging activities
|
(37.8
|
)
|
|
40.6
|
|
||
Foreign currency translation adjustments
|
(2.3
|
)
|
|
(2.6
|
)
|
||
Defined benefit pension plan adjustments
|
1.7
|
|
|
1.8
|
|
||
Total other comprehensive income/(loss)
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(35.2
|
)
|
|
40.8
|
|
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Comprehensive income
|
$
|
150.5
|
|
|
$
|
244.7
|
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March 31, 2016
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December 31, 2015
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,160.0
|
|
|
$
|
1,315.9
|
|
Settlement assets
|
3,326.1
|
|
|
3,308.7
|
|
||
Property and equipment, net of accumulated depreciation of $553.1 and $538.2, respectively
|
226.3
|
|
|
231.8
|
|
||
Goodwill
|
3,162.7
|
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3,163.8
|
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Other intangible assets, net of accumulated amortization of $910.8 and $884.4, respectively
|
697.1
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|
|
705.0
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Other assets (Note 1)
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846.1
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|
|
724.0
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Total assets
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$
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9,418.3
|
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$
|
9,449.2
|
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Liabilities and Stockholders' Equity
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Liabilities:
|
|
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|
||||
Accounts payable and accrued liabilities
|
$
|
579.0
|
|
|
$
|
606.6
|
|
Settlement obligations
|
3,326.1
|
|
|
3,308.7
|
|
||
Income taxes payable
|
222.2
|
|
|
211.5
|
|
||
Deferred tax liability, net
|
276.7
|
|
|
272.6
|
|
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Borrowings (Note 1)
|
3,225.7
|
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|
3,215.9
|
|
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Other liabilities
|
549.6
|
|
|
429.0
|
|
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Total liabilities
|
8,179.3
|
|
|
8,044.3
|
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Commitments and contingencies (Note 4)
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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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Common stock, $0.01 par value; 2,000 shares authorized; 491.7 shares and 502.4 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
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4.9
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|
5.0
|
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Capital surplus
|
585.3
|
|
|
566.5
|
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Retained earnings
|
827.9
|
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|
977.3
|
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Accumulated other comprehensive loss
|
(179.1
|
)
|
|
(143.9
|
)
|
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Total stockholders' equity
|
1,239.0
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1,404.9
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Total liabilities and stockholders' equity
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$
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9,418.3
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$
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9,449.2
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Three Months Ended
March 31, |
||||||
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2016
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|
2015
|
||||
Cash flows from operating activities
|
|
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Net income
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$
|
185.7
|
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|
$
|
203.9
|
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Adjustments to reconcile net income to net cash provided by operating activities:
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||||
Depreciation
|
17.5
|
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|
16.5
|
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Amortization
|
48.1
|
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|
47.4
|
|
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Other non-cash items, net
|
36.7
|
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|
16.9
|
|
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Increase/(decrease) in cash resulting from changes in:
|
|
|
|
||||
Other assets
|
(36.9
|
)
|
|
(56.9
|
)
|
||
Accounts payable and accrued liabilities
|
(51.0
|
)
|
|
(34.1
|
)
|
||
Income taxes payable
|
14.1
|
|
|
20.6
|
|
||
Other liabilities
|
(1.5
|
)
|
|
(2.5
|
)
|
||
Net cash provided by operating activities
|
212.7
|
|
|
211.8
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capitalization of contract costs
|
(20.2
|
)
|
|
(17.2
|
)
|
||
Capitalization of purchased and developed software
|
(13.1
|
)
|
|
(12.8
|
)
|
||
Purchases of property and equipment
|
(14.6
|
)
|
|
(14.4
|
)
|
||
Purchase of non-settlement related investments
|
(11.2
|
)
|
|
—
|
|
||
Proceeds from maturity of non-settlement related investments
|
11.0
|
|
|
—
|
|
||
Purchases of held-to-maturity non-settlement related investments
|
(15.2
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(63.3
|
)
|
|
(44.4
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Cash dividends paid
|
(79.3
|
)
|
|
(80.5
|
)
|
||
Common stock repurchased (Note 7)
|
(233.2
|
)
|
|
(147.1
|
)
|
||
Proceeds from exercise of options and other
|
7.2
|
|
|
32.3
|
|
||
Net cash used in financing activities
|
(305.3
|
)
|
|
(195.3
|
)
|
||
Net change in cash and cash equivalents
|
(155.9
|
)
|
|
(27.9
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,315.9
|
|
|
1,783.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,160.0
|
|
|
$
|
1,755.3
|
|
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
9.5
|
|
|
$
|
9.6
|
|
Income taxes paid
|
$
|
14.3
|
|
|
$
|
10.6
|
|
Unsettled repurchases of common stock
|
$
|
25.2
|
|
|
$
|
13.1
|
|
•
|
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 and mobile devices.
|
•
|
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 spot rates, which enable 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 March 31,
|
||||
|
2016
|
|
2015
|
||
Basic weighted-average shares outstanding
|
500.0
|
|
|
521.0
|
|
Common stock equivalents
|
3.2
|
|
|
4.2
|
|
Diluted weighted-average shares outstanding
|
503.2
|
|
|
525.2
|
|
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
March 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Settlement assets:
|
|
|
|
|
|
|
|
||||||||
State and municipal debt securities
|
$
|
—
|
|
|
$
|
994.8
|
|
|
$
|
—
|
|
|
$
|
994.8
|
|
State and municipal variable rate demand notes
|
—
|
|
|
145.8
|
|
|
—
|
|
|
145.8
|
|
||||
Corporate and other debt securities
|
—
|
|
|
59.5
|
|
|
—
|
|
|
59.5
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
—
|
|
|
476.8
|
|
|
—
|
|
|
476.8
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
1,676.9
|
|
|
$
|
—
|
|
|
$
|
1,676.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
394.7
|
|
|
$
|
—
|
|
|
$
|
394.7
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
394.7
|
|
|
$
|
—
|
|
|
$
|
394.7
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
December 31, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Settlement assets:
|
|
|
|
|
|
|
|
||||||||
State and municipal debt securities
|
$
|
—
|
|
|
$
|
1,052.5
|
|
|
$
|
—
|
|
|
$
|
1,052.5
|
|
State and municipal variable rate demand notes
|
—
|
|
|
42.9
|
|
|
—
|
|
|
42.9
|
|
||||
Corporate and other debt securities
|
—
|
|
|
67.2
|
|
|
—
|
|
|
67.2
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
—
|
|
|
396.3
|
|
|
—
|
|
|
396.3
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
1,558.9
|
|
|
$
|
—
|
|
|
$
|
1,558.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
283.7
|
|
|
$
|
—
|
|
|
$
|
283.7
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
283.7
|
|
|
$
|
—
|
|
|
$
|
283.7
|
|
|
2016
|
|
2015
|
||||
Settlement assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
964.3
|
|
|
$
|
1,075.7
|
|
Receivables from selling agents and Business Solutions customers
|
1,161.7
|
|
|
1,070.4
|
|
||
Investment securities
|
1,200.1
|
|
|
1,162.6
|
|
||
|
$
|
3,326.1
|
|
|
$
|
3,308.7
|
|
Settlement obligations:
|
|
|
|
||||
Money transfer, money order and payment service payables
|
$
|
2,416.3
|
|
|
$
|
2,428.5
|
|
Payables to agents
|
909.8
|
|
|
880.2
|
|
||
|
$
|
3,326.1
|
|
|
$
|
3,308.7
|
|
March 31, 2016
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains/ (Losses)
|
||||||||||
Settlement assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
State and municipal debt securities (a)
|
$
|
978.9
|
|
|
$
|
994.8
|
|
|
$
|
16.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
15.9
|
|
State and municipal variable rate demand notes
|
145.8
|
|
|
145.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Corporate and other debt securities
|
58.4
|
|
|
59.5
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
|
1,183.1
|
|
|
1,200.1
|
|
|
17.8
|
|
|
(0.8
|
)
|
|
17.0
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign corporate debt securities
|
24.4
|
|
|
24.5
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
|
$
|
1,207.5
|
|
|
$
|
1,224.6
|
|
|
$
|
17.9
|
|
|
$
|
(0.8
|
)
|
|
$
|
17.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains/ (Losses)
|
||||||||||
Settlement assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
State and municipal debt securities (a)
|
$
|
1,040.3
|
|
|
$
|
1,052.5
|
|
|
$
|
14.2
|
|
|
$
|
(2.0
|
)
|
|
$
|
12.2
|
|
State and municipal variable rate demand notes
|
42.9
|
|
|
42.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Corporate and other debt securities
|
67.3
|
|
|
67.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
|
1,150.5
|
|
|
1,162.6
|
|
|
14.2
|
|
|
(2.1
|
)
|
|
12.1
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign corporate debt securities
|
9.3
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
1,159.8
|
|
|
$
|
1,171.9
|
|
|
$
|
14.2
|
|
|
$
|
(2.1
|
)
|
|
$
|
12.1
|
|
(a)
|
The majority of these securities are fixed rate instruments.
|
|
Fair
Value
|
||
Due within 1 year
|
$
|
146.7
|
|
Due after 1 year through 5 years
|
577.7
|
|
|
Due after 5 years through 10 years
|
289.5
|
|
|
Due after 10 years
|
186.2
|
|
|
|
$
|
1,200.1
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Unrealized gains on investment securities, beginning of period
|
$
|
7.8
|
|
|
$
|
8.9
|
|
Unrealized gains
|
6.0
|
|
|
2.3
|
|
||
Tax expense
|
(2.1
|
)
|
|
(0.9
|
)
|
||
Reclassification of gains into "Other revenues"
|
(1.1
|
)
|
|
(0.6
|
)
|
||
Tax expense related to reclassifications
|
0.4
|
|
|
0.2
|
|
||
Net unrealized gains on investment securities
|
3.2
|
|
|
1.0
|
|
||
Unrealized gains on investment securities, end of period
|
$
|
11.0
|
|
|
$
|
9.9
|
|
|
|
|
|
||||
Unrealized gains on hedging activities, beginning of period
|
$
|
41.4
|
|
|
$
|
48.6
|
|
Unrealized gains/(losses)
|
(26.3
|
)
|
|
58.2
|
|
||
Tax (expense)/benefit
|
2.1
|
|
|
(3.1
|
)
|
||
Reclassification of gains into "Transaction fees"
|
(10.7
|
)
|
|
(11.3
|
)
|
||
Reclassification of gains into "Foreign exchange revenues"
|
(4.4
|
)
|
|
(4.4
|
)
|
||
Reclassification of losses into "Interest expense"
|
0.9
|
|
|
0.9
|
|
||
Tax expense related to reclassifications
|
0.6
|
|
|
0.3
|
|
||
Net unrealized gains/(losses) on hedging activities
|
(37.8
|
)
|
|
40.6
|
|
||
Unrealized gains on hedging activities, end of period
|
$
|
3.6
|
|
|
$
|
89.2
|
|
|
|
|
|
||||
Foreign currency translation adjustments, beginning of period
|
$
|
(66.0
|
)
|
|
$
|
(49.2
|
)
|
Foreign currency translation adjustments
|
(3.3
|
)
|
|
(2.6
|
)
|
||
Tax benefit
|
1.0
|
|
|
—
|
|
||
Net foreign currency translation adjustments
|
(2.3
|
)
|
|
(2.6
|
)
|
||
Foreign currency translation adjustments, end of period
|
$
|
(68.3
|
)
|
|
$
|
(51.8
|
)
|
|
|
|
|
||||
Defined benefit pension plan adjustments, beginning of period
|
$
|
(127.1
|
)
|
|
$
|
(127.2
|
)
|
Reclassification of losses into "Cost of services"
|
2.7
|
|
|
2.9
|
|
||
Tax benefit related to reclassifications and other
|
(1.0
|
)
|
|
(1.1
|
)
|
||
Net defined benefit pension plan adjustments
|
1.7
|
|
|
1.8
|
|
||
Defined benefit pension plan adjustments, end of period
|
$
|
(125.4
|
)
|
|
$
|
(125.4
|
)
|
Accumulated other comprehensive loss, end of period
|
$
|
(179.1
|
)
|
|
$
|
(78.1
|
)
|
(a)
|
Comprised of exposures to
20
different currencies. None of these individual currency exposures is greater than $
25 million
.
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet
Location
|
|
March 31,
2016 |
|
December 31,
2015 |
|
Balance Sheet
Location
|
|
March 31,
2016 |
|
December 31,
2015 |
||||||||
Derivatives — hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate fair value hedges — Corporate
|
Other assets
|
|
$
|
20.4
|
|
|
$
|
7.6
|
|
|
Other liabilities
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Foreign currency cash flow hedges — Consumer-to-Consumer
|
Other assets
|
|
31.4
|
|
|
59.7
|
|
|
Other liabilities
|
|
13.5
|
|
|
2.4
|
|
||||
Total
|
|
|
$
|
51.8
|
|
|
$
|
67.3
|
|
|
|
|
$
|
13.7
|
|
|
$
|
2.4
|
|
Derivatives — undesignated:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency — Business Solutions (a)
|
Other assets
|
|
$
|
422.2
|
|
|
$
|
326.1
|
|
|
Other liabilities
|
|
$
|
374.0
|
|
|
$
|
277.1
|
|
Foreign currency — Consumer-to-Consumer
|
Other assets
|
|
2.8
|
|
|
2.9
|
|
|
Other liabilities
|
|
7.0
|
|
|
4.2
|
|
||||
Total
|
|
|
$
|
425.0
|
|
|
$
|
329.0
|
|
|
|
|
$
|
381.0
|
|
|
$
|
281.3
|
|
Total derivatives
|
|
|
$
|
476.8
|
|
|
$
|
396.3
|
|
|
|
|
$
|
394.7
|
|
|
$
|
283.7
|
|
(a)
|
In many circumstances, the Company allows its Business Solutions customers to settle part or all of their derivative contracts prior to maturity. However, the offsetting positions originally entered into with financial institution counterparties do not allow for similar settlement. To mitigate this, additional foreign currency contracts are entered into with financial institution counterparties to offset the original economic hedge contracts. This frequently results in increases in our derivative assets and liabilities that may exceed the growth in the underlying derivatives business.
|
March 31, 2016
|
|
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
|
|
$
|
205.4
|
|
|
$
|
—
|
|
|
$
|
205.4
|
|
|
$
|
(147.6
|
)
|
|
$
|
57.8
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
271.4
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
476.8
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
224.3
|
|
|
$
|
—
|
|
|
$
|
224.3
|
|
|
$
|
(119.2
|
)
|
|
$
|
105.1
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
172.0
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
396.3
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
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
|
|
$
|
234.4
|
|
|
$
|
—
|
|
|
$
|
234.4
|
|
|
$
|
(147.6
|
)
|
|
$
|
86.8
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
160.3
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
394.7
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
169.6
|
|
|
$
|
—
|
|
|
$
|
169.6
|
|
|
$
|
(119.2
|
)
|
|
$
|
50.4
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
114.1
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
283.7
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Hedged
Item
|
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|
March 31, 2016
|
|
March 31, 2015
|
|||||||||||||||
Interest rate contracts
|
|
Interest expense
|
|
$
|
11.2
|
|
|
$
|
10.9
|
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
(8.5
|
)
|
|
$
|
(7.5
|
)
|
|
Interest expense
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
Total gain/(loss)
|
|
|
|
$
|
11.2
|
|
|
$
|
10.9
|
|
|
|
|
|
|
$
|
(8.5
|
)
|
|
$
|
(7.5
|
)
|
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
|
Gain/(Loss) Recognized
|
|
Gain/(Loss) Reclassified
|
|
Gain/(Loss) Recognized in Income on
|
||||||||||||||||||||||
|
|
in OCI on Derivatives
|
|
from Accumulated OCI into Income
|
|
Derivatives (Ineffective Portion and Amount
|
||||||||||||||||||||||
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
Excluded from Effectiveness Testing) (b)
|
||||||||||||||||||||||
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
|
Income
Statement Location
|
|
Amount
|
||||||||||||||||||
Derivatives
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||||
Foreign currency contracts
|
|
$
|
(26.3
|
)
|
|
$
|
58.2
|
|
|
Revenue
|
|
$
|
15.1
|
|
|
$
|
15.7
|
|
|
Derivative
gains, net |
|
$
|
1.7
|
|
|
$
|
(0.8
|
)
|
Interest rate contracts (c)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Total gain/(loss)
|
|
$
|
(26.3
|
)
|
|
$
|
58.2
|
|
|
|
|
$
|
14.2
|
|
|
$
|
14.8
|
|
|
|
|
$
|
1.7
|
|
|
$
|
(0.8
|
)
|
|
|
Gain/(Loss) Recognized in Income on Derivatives (d)
|
||||||||
|
|
Income Statement Location
|
|
Amount
|
||||||
Derivatives
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
Foreign currency contracts (e)
|
Selling, general and administrative
|
|
$
|
(17.6
|
)
|
|
$
|
27.3
|
|
|
Foreign currency contracts (f)
|
Derivative gains, net
|
|
(1.2
|
)
|
|
1.8
|
|
|||
Total gain/(loss)
|
|
|
$
|
(18.8
|
)
|
|
$
|
29.1
|
|
(a)
|
The loss of
$8.5 million
and
$7.5 million
in the three months ended
March 31, 2016
and
2015
, respectively, consisted of a loss in value on the debt of
$11.4 million
and
$11.6 million
, respectively, and amortization of hedge accounting adjustments of
$2.9 million
and
$4.1 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, cash balances, and other assets and liabilities, 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
$16.4 million
and
$(29.5) million
for the three months ended
March 31, 2016
and
2015
, 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.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Notes:
|
|
|
|
||||
5.930% notes due 2016 (a)
|
$
|
1,000.0
|
|
|
$
|
1,000.0
|
|
2.875% notes due 2017 (a)
|
500.0
|
|
|
500.0
|
|
||
3.650% notes (effective rate of 4.2%) due 2018
|
400.0
|
|
|
400.0
|
|
||
3.350% notes due 2019 (a)
|
250.0
|
|
|
250.0
|
|
||
5.253% notes due 2020 (a)
|
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
|
|
|
5.5
|
|
||
Total borrowings at par value
|
3,230.4
|
|
|
3,230.4
|
|
||
Fair value hedge accounting adjustments, net (b)
|
16.1
|
|
|
7.6
|
|
||
Unamortized discount and debt issuance costs (c)
|
(20.8
|
)
|
|
(22.1
|
)
|
||
Total borrowings at carrying value (d)
|
$
|
3,225.7
|
|
|
$
|
3,215.9
|
|
(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 i
nterest to differ from the notes’ stated rate.
|
(c)
|
On January 1, 2016, the Company adopted an accounting pronouncement that requires capitalized debt issuance costs to be presented as a reduction to the carrying value of debt, with adoption retrospective for periods previously presented. The adoption of this standard resulted in a reduction of
$9.7 million
to the carrying value of borrowings as of December 31, 2015.
|
(d)
|
As of
March 31, 2016
, the Company’s weighted-average effective rate on total borrowings was approximately
4.9%
.
|
Due within 1 year
|
$
|
1,005.5
|
|
Due after 1 year through 2 years
|
500.0
|
|
|
Due after 2 years through 3 years
|
400.0
|
|
|
Due after 3 years through 4 years
|
250.0
|
|
|
Due after 4 years through 5 years
|
324.9
|
|
|
Due after 5 years
|
750.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Consumer-to-Consumer:
|
|
|
|
||||
Transaction fees
|
$
|
750.6
|
|
|
$
|
776.2
|
|
Foreign exchange revenues
|
251.5
|
|
|
244.1
|
|
||
Other revenues
|
15.3
|
|
|
18.0
|
|
||
|
1,017.4
|
|
|
1,038.3
|
|
||
Consumer-to-Business:
|
|
|
|
||||
Transaction fees
|
150.7
|
|
|
151.4
|
|
||
Foreign exchange and other revenues
|
5.4
|
|
|
6.4
|
|
||
|
156.1
|
|
|
157.8
|
|
||
Business Solutions:
|
|
|
|
||||
Foreign exchange revenues
|
89.4
|
|
|
87.9
|
|
||
Transaction fees and other revenues
|
9.8
|
|
|
10.1
|
|
||
|
99.2
|
|
|
98.0
|
|
||
Other:
|
|
|
|
||||
Total revenues
|
25.0
|
|
|
26.8
|
|
||
Total consolidated revenues
|
$
|
1,297.7
|
|
|
$
|
1,320.9
|
|
Operating income:
|
|
|
|
||||
Consumer-to-Consumer
|
$
|
231.3
|
|
|
$
|
240.2
|
|
Consumer-to-Business
|
22.9
|
|
|
29.5
|
|
||
Business Solutions
|
2.4
|
|
|
2.1
|
|
||
Other
|
2.0
|
|
|
0.5
|
|
||
Total consolidated operating income
|
$
|
258.6
|
|
|
$
|
272.3
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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 and mobile devices.
|
•
|
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 spot rates, which enable 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 March 31,
|
|||||||||
(in millions, except per share amounts)
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenues:
|
|
|
|
|
|
|||||
Transaction fees
|
$
|
919.0
|
|
|
$
|
948.6
|
|
|
(3
|
)%
|
Foreign exchange revenues
|
345.5
|
|
|
338.0
|
|
|
2
|
%
|
||
Other revenues
|
33.2
|
|
|
34.3
|
|
|
(3
|
)%
|
||
Total revenues
|
1,297.7
|
|
|
1,320.9
|
|
|
(2
|
)%
|
||
Expenses:
|
|
|
|
|
|
|||||
Cost of services
|
779.4
|
|
|
771.8
|
|
|
1
|
%
|
||
Selling, general and administrative
|
259.7
|
|
|
276.8
|
|
|
(6
|
)%
|
||
Total expenses
|
1,039.1
|
|
|
1,048.6
|
|
|
(1
|
)%
|
||
Operating income
|
258.6
|
|
|
272.3
|
|
|
(5
|
)%
|
||
Other income/(expense):
|
|
|
|
|
|
|||||
Interest income
|
0.9
|
|
|
2.9
|
|
|
(a)
|
|
||
Interest expense
|
(40.5
|
)
|
|
(41.8
|
)
|
|
(3
|
)%
|
||
Derivative gains, net
|
0.5
|
|
|
1.0
|
|
|
(a)
|
|
||
Other expense, net
|
(2.0
|
)
|
|
(1.8
|
)
|
|
(a)
|
|
||
Total other expense, net
|
(41.1
|
)
|
|
(39.7
|
)
|
|
4
|
%
|
||
Income before income taxes
|
217.5
|
|
|
232.6
|
|
|
(6
|
)%
|
||
Provision for income taxes
|
31.8
|
|
|
28.7
|
|
|
10
|
%
|
||
Net income
|
$
|
185.7
|
|
|
$
|
203.9
|
|
|
(9
|
)%
|
Earnings per share:
|
|
|
|
|
|
|||||
Basic
|
$
|
0.37
|
|
|
$
|
0.39
|
|
|
(5
|
)%
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.39
|
|
|
(5
|
)%
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|||||
Basic
|
500.0
|
|
|
521.0
|
|
|
|
|||
Diluted
|
503.2
|
|
|
525.2
|
|
|
|
(a)
|
Calculation not meaningful
|
|
Three Months Ended March 31,
|
|||||||||
(dollars and transactions in millions)
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenues:
|
|
|
|
|
|
|||||
Transaction fees
|
$
|
750.6
|
|
|
$
|
776.2
|
|
|
(3
|
)%
|
Foreign exchange revenues
|
251.5
|
|
|
244.1
|
|
|
3
|
%
|
||
Other revenues
|
15.3
|
|
|
18.0
|
|
|
(15
|
)%
|
||
Total revenues
|
$
|
1,017.4
|
|
|
$
|
1,038.3
|
|
|
(2
|
)%
|
Operating income
|
$
|
231.3
|
|
|
$
|
240.2
|
|
|
(4
|
)%
|
Operating income margin
|
23
|
%
|
|
23
|
%
|
|
|
|||
Key indicator:
|
|
|
|
|
|
|||||
Consumer-to-Consumer transactions
|
63.7
|
|
|
61.8
|
|
|
3
|
%
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Revenue Growth/(Decline), as Reported
|
|
Foreign Exchange Translation Impact
|
|
Constant Currency Revenue Growth/(Decline) (a)
|
|
Transaction Growth/(Decline)
|
||||
Consumer-to-Consumer regional growth/(decline):
|
|
|
|
|
|
|
|
||||
North America
|
3
|
%
|
|
(2
|
)%
|
|
5
|
%
|
|
7
|
%
|
Europe and CIS
|
(3
|
)%
|
|
(3
|
)%
|
|
0
|
%
|
|
3
|
%
|
Middle East and Africa
|
(4
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
(3
|
)%
|
Asia Pacific ("APAC")
|
(4
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
(4
|
)%
|
Latin America and the Caribbean ("LACA")
|
(5
|
)%
|
|
(6
|
)%
|
|
1
|
%
|
|
11
|
%
|
Total Consumer-to-Consumer growth/(decline):
|
(2
|
)%
|
|
(3
|
)%
|
|
1
|
%
|
|
3
|
%
|
|
|
|
|
|
|
|
|
||||
westernunion.com (b)
|
16
|
%
|
|
(2
|
)%
|
|
18
|
%
|
|
25
|
%
|
(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 period.
|
(b)
|
Westernunion.com revenues have also been included in each region, as described earlier.
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Consumer-to-Consumer revenue as a percentage of segment revenue:
|
|
|
|
||
North America
|
28
|
%
|
|
27
|
%
|
Europe and CIS
|
26
|
%
|
|
26
|
%
|
Middle East and Africa
|
20
|
%
|
|
21
|
%
|
APAC
|
15
|
%
|
|
15
|
%
|
LACA
|
11
|
%
|
|
11
|
%
|
|
Three months ended March 31,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenues:
|
|
|
|
|
|
|||||
Transaction fees
|
$
|
150.7
|
|
|
$
|
151.4
|
|
|
0
|
%
|
Foreign exchange and other revenues
|
5.4
|
|
|
6.4
|
|
|
(15
|
)%
|
||
Total revenues
|
$
|
156.1
|
|
|
$
|
157.8
|
|
|
(1
|
)%
|
Operating income
|
$
|
22.9
|
|
|
$
|
29.5
|
|
|
(23
|
)%
|
Operating income margin
|
15
|
%
|
|
19
|
%
|
|
|
|
Three months ended March 31,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenues:
|
|
|
|
|
|
|||||
Foreign exchange revenues
|
$
|
89.4
|
|
|
$
|
87.9
|
|
|
2
|
%
|
Transaction fees and other revenues
|
9.8
|
|
|
10.1
|
|
|
(3
|
)%
|
||
Total revenues
|
$
|
99.2
|
|
|
$
|
98.0
|
|
|
1
|
%
|
Operating income
|
$
|
2.4
|
|
|
$
|
2.1
|
|
|
15
|
%
|
Operating income margin
|
2
|
%
|
|
2
|
%
|
|
|
(a)
|
Calculation not meaningful.
|
|
Three months ended March 31,
|
|||||||||
(dollars in millions)
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenues
|
$
|
25.0
|
|
|
$
|
26.8
|
|
|
(7
|
)%
|
Operating income
|
$
|
2.0
|
|
|
$
|
0.5
|
|
|
(a)
|
|
(a)
|
Calculation not meaningful.
|
•
|
Income taxes
|
•
|
Derivative financial instruments
|
•
|
Other intangible assets
|
•
|
Goodwill
|
•
|
Legal contingencies
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
May 3, 2016
|
|
Period
|
|
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)
|
||||||
January 1 - 31
|
|
3,857
|
|
|
$
|
16.97
|
|
|
—
|
|
|
$
|
711.9
|
|
February 1 - 29
|
|
6,462,325
|
|
|
$
|
18.18
|
|
|
5,609,456
|
|
|
$
|
609.9
|
|
March 1 - 31
|
|
7,267,820
|
|
|
$
|
19.02
|
|
|
7,253,556
|
|
|
$
|
471.9
|
|
Total
|
|
13,734,002
|
|
|
$
|
18.63
|
|
|
12,863,012
|
|
|
|
*
|
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 $471.9 remained available as of March 31, 2016. 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:
|
May 3, 2016
|
By:
|
/
S
/ Hikmet Ersek
|
|
|
|
Hikmet Ersek
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
May 3, 2016
|
By:
|
/s/ Rajesh K. Agrawal
|
|
|
|
Rajesh K. Agrawal
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
May 3, 2016
|
By:
|
/s/ Amintore T.X. Schenkel
|
|
|
|
Amintore T.X. Schenkel
|
|
|
|
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Term Loan Agreement, dated as of April 11, 2016, among The Western Union Company, the banks named therein, as lenders, Mizuho Bank (USA) and U.S. Bank National Association, as Syndication Agents, Citizens Bank, N.A., Fifth Third Bank, State Bank of India, New York and Barclays Bank PLC, as Documentation Agents, and Bank of America, N.A., as Administrative Agent for the Banks thereunder (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 13, 2016 and incorporated herein by reference thereto)
|
|
|
|
10.2
|
|
The Western Union Company Supplemental Incentive Savings Plan, as Amended and Restated Effective December 15, 2015*
|
|
|
|
10.3
|
|
Form of Performance-Based Restricted Stock Unit Award Notice for Section 16 Officers (U.S.) under The Western Union Company 2015 Long-Term Incentive Plan*
|
|
|
|
10.4
|
|
Form of Performance-Based Restricted Stock Unit Award Notice for Section 16 Officers (Austria) under The Western Union Company 2015 Long-Term Incentive Plan*
|
|
|
|
10.5
|
|
Form of Performance-Based Restricted Stock Unit Award Notice for Section 16 Officers (United Arab Emirates) under The Western Union Company 2015 Long-Term Incentive Plan*
|
|
|
|
10.6
|
|
Form of Restricted Stock Unit Award Agreement for Section 16 Officers (U.S.) under The Western Union Company 2015 Long-Term Incentive Plan*
|
|
|
|
10.7
|
|
Form of Restricted Stock Unit Award Agreement for Section 16 Officers (Non - U.S.) under The Western Union Company 2015 Long-Term Incentive Plan*
|
|
|
|
10.8
|
|
Form of Nonqualified Stock Option Award Agreement for Section 16 Officers (Non - U.S.) Under The Western Union Company 2015 Long-Term Incentive Plan*
|
|
|
|
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
|
(a)
|
Accident or illness of the Participant, the Participant’s spouse or dependent (as defined in Code § 152, without regard to Code § 152(b)(1), (b)(2) and (d)(1)(B));
|
(b)
|
Loss of the Participant’s property due to casualty; or
|
(c)
|
Similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
|
(a)
|
Newly Eligible Employees
. An eligible Employee who has not previously been eligible to participate in the Plan (or any other plan required to be aggregated with the Plan pursuant to Code § 409A) and who wishes to
|
(b)
|
Former Participants with No Account Balance and Employees Ineligible for Two Years
. If a former Participant has been paid all amounts deferred under the Plan (and all other plans required to be aggregated with the Plan pursuant to Code § 409A) and on or before the date of the last payment was not eligible to continue to participate in the Plan (or any other plan required to be aggregated with the Plan pursuant to Code § 409A) for periods after the last payment (other than through an election of a different time and form of payment with respect to amounts paid), the Employee may be treated as newly eligible to participate in the Plan pursuant to Section 3.3(a) as of the first date following such payment that the Employee again becomes eligible to participate in the Plan. If an Employee has ceased to be eligible to defer amounts under the Plan (and all other plans required to be aggregated with the Plan pursuant to Code § 409A) (other than the accrual of earnings), regardless of whether all amounts deferred under the Plan (and all other plans required to be aggregated with the Plan pursuant to Code § 409A) have been paid, and subsequently becomes eligible to participate in the Plan again, the Employee may be treated as newly eligible to participate pursuant to Section 3.3(a) if the Employee has not been eligible to participate in the Plan (or any other plan required to be aggregated with the Plan pursuant to Code § 409A) (other than the accrual of earnings) at any time during the 24-month period ending on the date that the Employee again becomes eligible to participate in the Plan.
|
(c)
|
Previously Eligible Employees
. An eligible Employee who has previously been eligible to participate in the Plan (or any other plan required to be aggregated with the Plan pursuant to Code § 409A) but is not treated as newly eligible to participate in the Plan under Section 3.3(b) and who wishes to change his or her deferral election or make an initial deferral election must enter into a Deferred Compensation Agreement with respect to compensation paid for services performed during a Plan Year at any time prior to the beginning of that Plan Year. The new Deferred Compensation Agreement election shall be effective for such Plan Year and all subsequent Plan Years, except that the Employee may change his or her Deferred Compensation Agreement deferral election at any time through the December 31 prior to the beginning of a Plan Year. After the December 31 prior to the beginning of the Plan Year, the Deferred Compensation Agreement deferral election shall become irrevocable with respect to that Plan Year, except as otherwise provided in the Plan. The Committee may, in its sole discretion, establish earlier deadlines or annual enrollment periods for such election changes during which such elections must be made.
|
(d)
|
Elections to Defer Performance Grants
. Notwithstanding the forgoing provisions of this Section 3.3, an eligible Employee may elect to defer a Performance Grant at any time on or before the date that is six months before the end of the applicable performance period, provided (i) the Employee has performed services for the Company or an Affiliate continuously from the later of the beginning of the performance period or the date the Performance Measures are established for the Performance Grant in writing (which shall be no later than 90 days after the commencement of the performance period) through the date of this election and (ii) the amount payable in respect of the Performance Grant is not calculable and substantially certain to be paid as of the time of this election.
|
(e)
|
Cancellation of Deferral Election for 401(k) Plan Hardship Distribution
. Notwithstanding a Participant’s deferral election in his or her Deferred Compensation Agreement, a Participant’s deferral election shall be cancelled if required under the 401(k) plan sponsored by the Company or an Affiliate which is the Participant’s Employer due to the Participant’s receipt of a hardship distribution from such 401(k) plan, pursuant to the requirements of Code § 1.401(k)‑1(d)(3). After the cancellation required under the 401(k) plan has expired, the Participant may execute a new Deferred Compensation Agreement, in accordance with the timing requirements for previously eligible employees under Section 3.3(c).
|
(a)
|
Specified Payment Date
. The date the Participant specifies in a Distribution Election that has not been postponed pursuant to Section 6.4. With respect to elections for Plan Years commencing on and after January 1, 2007, the payment date may be any calendar date that is more than four years following the end of the Plan Year to which the Deferred Compensation Agreement relates.
|
(b)
|
Separation from Service
. The date the Participant has a Separation from Service, or a specified time following the Participant’s Separation from Service. A Participant may elect immediate commencement or a time following Separation from Service that is prior to the 5
th
anniversary of the Participant’s Separation from Service. Notwithstanding any other provision of the Plan, if the Participant is a Specified Employee on the date of his or her Separation from Service, any amounts otherwise payable prior to the 6
th
month anniversary of the Participant’s Separation from Service shall be delayed until the day following the 6
th
month anniversary of the Participant’s Separation from Service.
|
(b)
|
the Participant executes a new Distribution Election at least 12 months prior to the earliest date payment would have commenced under the prior Distribution Election;
|
(c)
|
any payments under the new Distribution Election will not commence earlier than 5 years from the date the payments would have otherwise commenced under the prior Distribution Election; and
|
(d)
|
the new Distribution Election will not take effect until 12 months after the date it was executed by the Participant.
|
(a)
|
the specific reason or reasons for the denial;
|
(b)
|
specific references to pertinent Plan provisions on which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; and
|
(d)
|
an explanation of the Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his or her claim for review, including any applicable time limits, and a statement of the Participant’s or beneficiary’s right to bring a civil action under ERISA § 502(a) if the claim is denied on review.
|
(a)
|
submit in writing any comments, documents, records and other information relating to the claim and request a review;
|
(b)
|
review pertinent Plan documents; and
|
(c)
|
upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. A document, record, or other information shall be considered relevant to the claim if such document, record, or other information (i) was relied upon in making the benefit determination, (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, or (iii) demonstrates compliance with the administrative processes and safeguards designed to ensure and verify that benefit claim determinations are made in accordance with the Plan and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated Participants or Designated Beneficiaries.
|
(a)
|
The decision on review shall be made by the Committee, who may in its discretion hold a hearing on the denied claim. The Committee shall make its decision solely on the basis of the written record, including documents and written materials submitted by the Participant or Designated Beneficiary (or the authorized representative of the Participant or Designated Beneficiary). The Committee shall make its decision promptly, which shall ordinarily be not later than 60 days (45 days in the event of a claim involving a Disability) after the Plan’s receipt of the request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing. In that case a decision shall be rendered as soon as possible, but not later than 120 days (90 days in the event of a claim involving a Disability) after receipt of the request for review. If an extension of time is required due to special circumstances, the Committee will provide written notice of the extension to the Participant or Designated Beneficiary prior to the time the extension commences, stating the special circumstances requiring the extension and the date by which a final decision is expected.
|
(b)
|
The decision on review shall be in writing, written in a manner calculated to be understood by the Participant or Designated Beneficiary. If the claim is denied, the written notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement of the Participant’s or Designated Beneficiary’s right to bring an action under ERISA § 502(a), and a statement that the Participant or Designated Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. A document, record, or other information shall be considered relevant to the claim if such document, record, or other information (i) was relied upon in making the benefit determination, (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, or (iii) demonstrates compliance with the administrative processes and safeguards designed to ensure and verify that benefit claim determinations are made in accordance with the Plan and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants.
|
(c)
|
The Committee’s decision on review shall be final. In the event the decision on review is not provided to the Participant or Designated Beneficiary within the time required, the claim shall be deemed denied on review.
|
Grant Date:
|
February 18, 2016
|
Target Award:
Maximum Award:
|
___ shares of Common Stock
___ shares of Common Stock
|
Performance Period:
|
January 1, 2016 – December 31, 2018
|
Performance Measure:
|
$1,500,000,000 Combined Consolidated Operating Income
|
Vesting Date:
|
Third anniversary of Grant Date
|
1.
|
Pursuant to The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”), The Western Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock Units (the “Units”), in the amount specified in Executive’s Award Notice
(which forms part of this Agreement) as of the Grant Date specified in Executive’s Award Notice, related to shares of Common Stock (“Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated in this Agreement by this reference and made a part hereof. Capitalized terms not defined herein shall have the same definitions as set forth in the Plan.
|
2.
|
Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of the restrictions set forth in paragraph 3 below and subject to the satisfaction of the Performance Measure during the Performance Period set forth in the Award Notice and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A. Upon issuance and transfer of Shares to Executive following the Restriction Period (as defined herein), Executive shall have all rights incident to ownership of such Shares, including but not limited to voting rights and the right to receive dividends.
|
3.
|
Subject to other provisions of this Agreement and the terms of the Plan, on the third anniversary of the Grant Date, subject to the satisfaction of the Performance Measure during the Performance Period set forth in the Award Notice and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A, all restrictions on the Units shall lapse and the number of Shares subject to the Units determined by the Committee to be transferred to Executive in accordance with Exhibit A shall be issued and transferred to Executive. Effective on and after such date, subject to applicable laws and Company policies, Executive may hold, assign, pledge, sell, or transfer the Shares transferred to Executive in Executive’s discretion. The three year period in which the Units may be forfeited by Executive is defined as the “Restriction Period.”
|
4.
|
Executive may elect to satisfy Executive’s obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) incurred in connection with the Award by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the Company to withhold whole Shares which would otherwise be delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to Executive, equal to the amount necessary to satisfy any such obligation, (4) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice of sale, or (5) any combination of (1) and (2).
|
5.
|
The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except by will or the laws of descent and distribution, while subject to restrictions. If Executive or anyone claiming
|
6.
|
Executive shall forfeit Executive’s right to any unvested Units if Executive’s continuous employment with the Company or a Subsidiary or Affiliate terminates for any reason during the Restriction Period (except solely by reason of a period of Related Employment or as set forth in paragraphs 7 and 9).
|
7.
|
If Executive’s employment with the Company or a Subsidiary or Affiliate terminates involuntarily and without Cause on or after the first anniversary of the Grant Date, Executive is an eligible participant in the Severance/Change in Control Policy (Executive Committee Level) (the “Executive Severance Policy”), and paragraph 9 does not apply, Executive shall be entitled to a prorated Award, subject to the terms of the Executive Severance Policy (including but not limited to the requirement that Executive timely execute an agreement and release in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims). Such prorated Award shall be equal to the amount of the Award which is actually earned, based upon satisfaction of the Performance Measure during the Performance Period (as certified by the Committee in writing) and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A, multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed with the Company during the Restriction Period and the denominator of which shall equal the number of days in the Restriction Period. Such prorated Award shall be paid at the same time as if Executive had remained employed with the Company through the end of the Restriction Period. If Executive’s employment with the Company or a Subsidiary or Affiliate terminates involuntarily and without Cause before the first anniversary of the Grant Date (other than on account of death or Disability), and paragraph 9 does not apply, Executive shall not be entitled to a prorated Award.
|
8.
|
During the Restriction Period, Executive (and any person succeeding to Executive’s rights pursuant to the Plan) will have no ownership interest or rights in Shares underlying the Units, including no rights to receive dividends or other distributions made or paid with respect to such Shares or to exercise voting or other shareholder rights with respect to such Shares. Executive shall not be entitled to receive dividend equivalents in connection with this Award.
|
9.
|
If Executive is eligible to participate in the Executive Severance Policy at the time of a Change in Control and Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of the Change in Control, then, subject to the terms of such policy, the Award shall be paid to Executive, to the extent earned, based upon satisfaction of the Performance Measure during the Performance Period (as certified by the Committee in writing) and in accordance with Exhibit A, as if Executive had remained employed with the Company through the end of the Restriction Period.
|
10.
|
The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, however, that no such amendment shall adversely affect in a material manner any right of Executive under this Agreement without Executive’s written consent.
|
11.
|
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 Executive and all persons claiming under or through Executive. By accepting this grant of Units or other benefit under the Plan, Executive and each person claiming under or through Executive 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.
|
12.
|
This grant of Units is discretionary, non-binding for future years and there is no promise or guarantee that such grants will be offered to Executive in future years.
|
13.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Executive’s participation in the Plan, or Executive’s acquisition or sale of the Shares underlying the Units. Executive 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.
|
14.
|
The validity, construction, interpretation, administration and effect of these Terms and Conditions and the Plan 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, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the grant of the Units or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that
|
15.
|
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.
|
16.
|
Executive acknowledges that Executive has read the Company’s Clawback Policy. In consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy) received by or paid to Executive resulted from any financial result or performance metric that was impacted by Executive’s misconduct or fraud and that compensation should be recovered from Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the Clawbacked Portion of the unvested Units shall automatically and without further action of the Company be cancelled, (b) requiring Executive to deliver to the Company the Shares acquired upon the vesting of the Units (to the extent held by Executive), (c) requiring Executive to repay to the Company any net proceeds resulting from the sale of the Shares acquired upon the vesting of the Units or (d) any combination of the remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any other relief available to the Company due to Executive’s misconduct or fraud. Any determination by the Board with respect to the foregoing shall be final, conclusive and binding upon Executive and all persons claiming through Executive.
|
17.
|
To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.
|
I hereby confirm that the foregoing and the documents attached hereto are hereby in all respects accepted and agreed to by the undersigned as of the date of this Agreement:
|
|
Signature:_________________________
|
Printed Name: ______________________
|
Date: ________________________________
|
|
Grant Date:
|
February 19, 2016
|
Target Award:
Maximum Award:
|
___ shares of Common Stock
___ shares of Common Stock
|
Performance Period:
|
January 1, 2016 – December 31, 2018
|
Performance Measure:
|
$1,500,000,000 Combined Consolidated Operating Income
|
Vesting Date:
|
Third anniversary of Grant Date
|
1.
|
Pursuant to The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”), The Western Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock Units (the “Units”), in the amount specified in Executive’s Award Notice
(which forms part of this Agreement) as of the Grant Date specified in Executive’s Award Notice, related to shares of Common Stock (“Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated in this Agreement by this reference and made a part hereof. Capitalized terms not defined herein shall have the same definitions as set forth in the Plan.
|
2.
|
Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of the restrictions set forth in paragraph 3 below and subject to the satisfaction of the Performance Measure during the Performance Period set forth in the Award Notice and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A. Upon issuance and transfer of Shares to Executive following the Restriction Period (as defined herein), Executive shall have all rights incident to ownership of such Shares, including but not limited to voting rights and the right to receive dividends.
|
3.
|
Subject to other provisions of this Agreement and the terms of the Plan, on the third anniversary of the Grant Date, subject to the satisfaction of the Performance Measure during the Performance Period set forth in the Award Notice and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A, all restrictions on the Units shall lapse and the number of Shares subject to the Units determined by the Committee to be transferred to Executive in accordance with Exhibit A shall be issued and transferred to Executive. Effective on and after such date, subject to applicable laws and Company policies, Executive may hold, assign, pledge, sell, or transfer the Shares transferred to Executive in Executive’s discretion. The three year period in which the Units may be forfeited by Executive is defined as the “Restriction Period.”
|
4.
|
Executive may elect to satisfy Executive’s obligation to advance the amount of any required income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items (the “Required Tax Payments”) incurred in connection with the Award by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the Company to withhold whole Shares which would otherwise be delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to Executive, equal to the amount necessary to satisfy any such obligation, (4) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice of sale, or (5) any combination of (1) and (2).
|
5.
|
The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except by will or the laws of descent and distribution, while subject to restrictions. If Executive or anyone claiming under or through Executive attempts to make any such sale, transfer, assignment, pledge or other disposition of Units in violation of this paragraph 5, such attempted violation shall be null, void, and without effect.
|
6.
|
Executive shall forfeit Executive’s right to any unvested Units if Executive’s continuous employment with the Company or a Subsidiary or Affiliate terminates for any reason during the Restriction Period (except solely by reason of a period of Related Employment or as set forth in paragraphs 7 and 9).
|
7.
|
If Executive’s employment with the Company or a Subsidiary or Affiliate terminates involuntarily and without Cause on or after the first anniversary of the Grant Date, Executive is an eligible participant in the Severance/Change in Control Policy (Executive Committee Level) (the “Executive Severance Policy”), and paragraph 9 does not apply, Executive shall be entitled to a prorated Award, subject to the terms of the Executive Severance Policy (including but not limited to the requirement that Executive timely execute an agreement and release in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims). Such prorated Award shall be equal to the amount of the Award which is actually earned, based upon satisfaction of the Performance Measure during the Performance Period (as certified by the Committee in writing) and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A, multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed with the Company during the Restriction Period and the denominator of which shall equal the number of days in the Restriction Period. Such prorated Award shall be paid at the same time as if Executive had remained employed with the Company through the end of the Restriction Period. If Executive’s employment with the Company or a Subsidiary or Affiliate terminates involuntarily and without Cause before the first anniversary of the Grant Date (other than on account of death or Disability), and paragraph 9 does not apply, Executive shall not be entitled to a prorated Award.
|
8.
|
During the Restriction Period, Executive (and any person succeeding to Executive’s rights pursuant to the Plan) will have no ownership interest or rights in Shares underlying the Units, including no rights to receive dividends or other distributions made or paid with respect to such Shares or to exercise voting or other shareholder rights with respect to such Shares. Executive shall not be entitled to receive dividend equivalents in connection with this Award.
|
9.
|
If Executive is eligible to participate in the Executive Severance Policy at the time of a Change in Control and Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of the Change in Control, then, subject to the terms of such policy, the Award shall be paid to Executive, to the extent earned, based upon satisfaction of the Performance Measure during the Performance Period (as certified by the Committee in writing) and in accordance with Exhibit A, as if Executive had remained employed with the Company through the end of the Restriction Period.
|
10.
|
The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, however, that no such amendment shall adversely affect in a material manner any right of Executive under this Agreement without Executive’s written consent.
|
11.
|
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 Executive and all persons claiming under or through Executive. By accepting this grant of Units or other benefit under the Plan, Executive and each person claiming under or through Executive 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.
|
12.
|
In accepting the award of Units, Executive acknowledges that (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan; (ii) the award of Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Units, or benefits in lieu of Units even if Units have been awarded repeatedly in the past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of the Committee; (iv) Executive’s participation in the Plan is voluntary; (v) the award of Units is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to Executive’s employer, and the Units are outside the scope of Executive’s employment contract, if any; (vi) the Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) neither the award of the Units nor any provision of this Agreement, the Plan or the
|
13.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Executive’s participation in the Plan, or Executive’s acquisition or sale of the Shares underlying the Units. Executive is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.
|
14.
|
The validity, construction, interpretation, administration and effect of these Terms and Conditions and the Plan 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, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the grant of the Units or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that such litigation shall be conducted in the courts of Douglas County, or the federal courts for the United States for the District of Colorado, where this grant is made and/or to be performed.
|
15.
|
Executive hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Executive’s personal data as described in this Agreement by and among, as applicable, Executive’s employer, the Company and the Company’s Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Executive’s participation in the Plan.
|
16.
|
If Recipient has received this Award Agreement or any other document or communication related to the Plan or this grant in a language other than English and the meaning in the translation is different than in the English version, the terms expressed in the English version will govern.
|
17.
|
The Company may, in its sole discretion, decide to deliver any documents related to the Units and to participation in the Plan or related to future Units that may be granted under the Plan by electronic means or to request Executive’s consent to participate in the Plan by electronic means. Executive hereby consents to receive such documents by electronic delivery and, if requested, to agree 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.
|
18.
|
The Company reserves the right to impose other requirements on Executive’s participation in the Plan, on the Award 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 any applicable law or facilitate the administration of the Plan. Executive agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Executive acknowledges that the laws of the country in which Executive is working at the time of grant, vesting or the sale of Shares received pursuant to this Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Executive to additional procedural or regulatory requirements that Executive is and will be solely responsible for and must fulfill.
|
19.
|
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
|
20.
|
Consumer Protection Notification.
If the provisions of the Austrian Consumer Protection Act (the “Act”) are applicable to the Agreement and the Plan, Executive may be entitled to revoke his acceptance of the Agreement if Executive signs this Agreement outside of the business premises of Executive’s employer, provided the revocation is made within one week of Executive’s acceptance. The revocation must be in written form to be valid. It is sufficient if Executive returns this Agreement to the Company or the Company’s representative with language which can be understood as Executive’s refusal to conclude or honor this Agreement, provided the revocation is sent within the period set forth above.
|
21.
|
Exchange Control Information.
If Executive holds Shares obtained through the Plan outside of Austria, he must submit an annual report to the Austrian National Bank. An exemption applies if the value of the Shares as of any given quarter does not exceed €30,000,000 or
of December 31 does not exceed €5,000,000. The deadline for filing the annual report is January 31 of the following year. When Shares are sold, there may be exchange control obligations if the cash received is held outside of Austria. If the transaction volume of all of Executive’s accounts abroad exceeds €3,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.
|
22.
|
Executive acknowledges that Executive has read the Company’s Clawback Policy. In consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy) received by or paid to Executive resulted from any financial result or performance metric that was impacted by Executive’s misconduct or fraud and that compensation should be recovered from Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the Clawbacked Portion of the unvested Units shall automatically and without further action of the Company be cancelled, (b) requiring Executive to deliver to the Company the Shares acquired upon the vesting of the Units (to the extent held by Executive), (c) requiring Executive to repay to the Company any net proceeds resulting from the sale of the Shares acquired upon the vesting of the Units or (d) any combination of the remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any other relief available to the Company due to Executive’s misconduct or fraud. Any determination by the Board with respect to the foregoing shall be final, conclusive and binding upon Executive and all persons claiming through Executive.
|
23.
|
To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code if Executive is subject to tax in the U.S. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s
|
I hereby confirm that the foregoing and the documents attached hereto are hereby in all respects accepted and agreed to by the undersigned as of the date of this Agreement:
|
|
Signature:_________________________
|
Printed Name: ______________________
|
Date: ________________________________
|
|
Grant Date:
|
February 18, 2016
|
Target Award:
Maximum Award:
|
___ shares of Common Stock
___ shares of Common Stock
|
Performance Period:
|
January 1, 2016 – December 31, 2018
|
Performance Measure:
|
$1,500,000,000 Combined Consolidated Operating Income
|
Vesting Date:
|
Third anniversary of Grant Date
|
1.
|
Pursuant to The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”), The Western Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock Units (the “Units”), in the amount specified in Executive’s Award Notice
(which forms part of this Agreement) as of the Grant Date specified in Executive’s Award Notice, related to shares of Common Stock (“Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated in this Agreement by this reference and made a part hereof. Capitalized terms not defined herein shall have the same definitions as set forth in the Plan.
|
2.
|
Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of the restrictions set forth in paragraph 3 below and subject to the satisfaction of the Performance Measure during the Performance Period set forth in the Award Notice and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A. Upon issuance and transfer of Shares to Executive following the Restriction Period (as defined herein), Executive shall have all rights incident to ownership of such Shares, including but not limited to voting rights and the right to receive dividends.
|
3.
|
Subject to other provisions of this Agreement and the terms of the Plan, on the third anniversary of the Grant Date, subject to the satisfaction of the Performance Measure during the Performance Period set forth in the Award Notice and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A, all restrictions on the Units shall lapse and the number of Shares subject to the Units determined by the Committee to be transferred to Executive in accordance with Exhibit A shall be issued and transferred to Executive. Effective on and after such date, subject to applicable laws and Company policies, Executive may hold, assign, pledge, sell, or transfer the Shares transferred to Executive in Executive’s discretion. The three year period in which the Units may be forfeited by Executive is defined as the “Restriction Period.”
|
4.
|
Executive may elect to satisfy Executive’s obligation to advance the amount of any required income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items (the “Required Tax Payments”) incurred in connection with the Award by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the Company to withhold whole Shares which would otherwise be delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to Executive, equal to the amount necessary to satisfy any such obligation, (4) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice of sale, or (5) any combination of (1) and (2).
|
5.
|
The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except by will or the laws of descent and distribution, while subject to restrictions. If Executive or anyone claiming under or through Executive attempts to make any such sale, transfer, assignment, pledge or other
|
6.
|
Executive shall forfeit Executive’s right to any unvested Units if Executive’s continuous employment with the Company or a Subsidiary or Affiliate terminates for any reason during the Restriction Period (except solely by reason of a period of Related Employment or as set forth in paragraphs 7 and 9).
|
7.
|
If Executive’s employment with the Company or a Subsidiary or Affiliate terminates involuntarily and without Cause on or after the first anniversary of the Grant Date, Executive is an eligible participant in the Severance/Change in Control Policy (Executive Committee Level) (the “Executive Severance Policy”), and paragraph 9 does not apply, Executive shall be entitled to a prorated Award, subject to the terms of the Executive Severance Policy (including but not limited to the requirement that Executive timely execute an agreement and release in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims). Such prorated Award shall be equal to the amount of the Award which is actually earned, based upon satisfaction of the Performance Measure during the Performance Period (as certified by the Committee in writing) and the Committee’s determination of the amount of the Award payable to Executive in accordance with Exhibit A, multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed with the Company during the Restriction Period and the denominator of which shall equal the number of days in the Restriction Period. Such prorated Award shall be paid at the same time as if Executive had remained employed with the Company through the end of the Restriction Period. If Executive’s employment with the Company or a Subsidiary or Affiliate terminates involuntarily and without Cause before the first anniversary of the Grant Date (other than on account of death or Disability), and paragraph 9 does not apply, Executive shall not be entitled to a prorated Award.
|
8.
|
During the Restriction Period, Executive (and any person succeeding to Executive’s rights pursuant to the Plan) will have no ownership interest or rights in Shares underlying the Units, including no rights to receive dividends or other distributions made or paid with respect to such Shares or to exercise voting or other shareholder rights with respect to such Shares. Executive shall not be entitled to receive dividend equivalents in connection with this Award.
|
9.
|
If Executive is eligible to participate in the Executive Severance Policy at the time of a Change in Control and Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of the Change in Control, then, subject to the terms of such policy, the Award shall be paid to Executive, to the extent earned, based upon satisfaction of the Performance Measure during the Performance Period (as certified by the Committee in writing) and in accordance with Exhibit A, as if Executive had remained employed with the Company through the end of the Restriction Period.
|
10.
|
The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, however, that no such amendment shall adversely affect in a material manner any right of Executive under this Agreement without Executive’s written consent.
|
11.
|
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 Executive and all persons claiming under or through Executive. By accepting this grant of Units or other benefit under the Plan, Executive and each person claiming under or through Executive 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.
|
12.
|
In accepting the award of Units, Executive acknowledges that (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan; (ii) the award of Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Units, or benefits in lieu of Units even if Units have been awarded repeatedly in the past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of the Committee; (iv) Executive’s participation in the Plan is voluntary; (v) the award of Units is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to Executive’s employer, and the Units are outside the scope of Executive’s employment contract, if any; (vi) the Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) neither the award of the Units nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon Executive any right with respect to employment or continuation of current employment, and in the event that Executive is not an employee of the Company or any Subsidiary or Affiliate, the Units shall not be interpreted to form an employment
|
13.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Executive’s participation in the Plan, or Executive’s acquisition or sale of the Shares underlying the Units. Executive is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.
|
14.
|
The validity, construction, interpretation, administration and effect of these Terms and Conditions and the Plan 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, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the grant of the Units or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that such litigation shall be conducted in the courts of Douglas County, or the federal courts for the United States for the District of Colorado, where this grant is made and/or to be performed.
|
15.
|
Executive hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Executive’s personal data as described in this Agreement by and among, as applicable, Executive’s employer, the Company and the Company’s Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Executive’s participation in the Plan.
|
16.
|
If Recipient has received this Award Agreement or any other document or communication related to the Plan or this grant in a language other than English and the meaning in the translation is different than in the English version, the terms expressed in the English version will govern.
|
17.
|
The Company may, in its sole discretion, decide to deliver any documents related to the Units and to participation in the Plan or related to future Units that may be granted under the Plan by electronic means or to request Executive’s consent to participate in the Plan by electronic means. Executive hereby consents to receive such documents by electronic delivery and, if requested, to agree 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.
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18.
|
The Company reserves the right to impose other requirements on Executive’s participation in the Plan, on the Award 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 any applicable law or facilitate the administration of the Plan. Executive agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Executive acknowledges that the laws of the country in which Executive is working at the time of grant, vesting or the sale of Shares received pursuant to this Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Executive to additional procedural or regulatory requirements that Executive is and will be solely responsible for and must fulfill.
|
19.
|
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.
|
20.
|
Executive acknowledges that Executive has read the Company’s Clawback Policy. In consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy) received by or paid to Executive resulted from any financial result or performance metric that was impacted by Executive’s misconduct or fraud and that compensation should be recovered from Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the Clawbacked Portion of the unvested Units shall automatically and without further action of the Company be cancelled, (b) requiring Executive to deliver to the Company the Shares acquired upon the vesting of the Units (to the extent held by Executive), (c) requiring Executive to repay to the Company any net proceeds resulting from the sale of the Shares acquired upon the vesting of the Units or (d) any combination of the remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any other relief available to the Company due to Executive’s misconduct or fraud. Any determination by the Board with respect to the foregoing shall be final, conclusive and binding upon Executive and all persons claiming through Executive.
|
21.
|
To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code if Executive is subject to tax in the U.S. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.
|
I hereby confirm that the foregoing and the documents attached hereto are hereby in all respects accepted and agreed to by the undersigned as of the date of this Agreement:
|
|
Signature:_________________________
|
Printed Name: ______________________
|
Date: ________________________________
|
|
1.
|
Pursuant to The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”), The Western Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock Units (the “Units”), in the amount specified in Executive’s Award Notice (which forms part of this Agreement) as of the Grant Date specified in Executive’s Award Notice, related to shares of Common Stock (“Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated in this Agreement by this reference and made a part hereof. Capitalized terms not defined herein shall have the same definitions as set forth in the Plan.
|
2.
|
Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of the restrictions set forth in paragraph 3 below. Upon issuance and transfer of Shares to Executive following the Restriction Period (as defined herein), Executive shall have all rights incident to ownership of such Shares, including but not limited to voting rights and the right to receive dividends.
|
3.
|
Subject to other provisions of this Agreement and the terms of the Plan, on the third anniversary of the Grant Date, all restrictions on the Units shall lapse and the Shares subject to the Units shall be issued and transferred to Executive. Effective on and after such date, subject to applicable laws and Company policies, Executive may hold, assign, pledge, sell, or transfer the Shares in Executive’s discretion. The three-year period in which the Units may be forfeited by the Executive is defined as the “Restriction Period.”
|
4.
|
Executive may elect to satisfy Executive’s obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) incurred in connection with the issuance and transfer of the Shares by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the Company to withhold whole Shares which would otherwise be delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to Executive, equal to the amount necessary to satisfy any such obligation, (4) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice of sale, or (5) any combination of (1) and (2).
|
5.
|
The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except by will or the laws of descent and distribution, while subject to restrictions. If Executive or anyone claiming under or through Executive attempts to make any such sale, transfer, assignment, pledge or other disposition of Units in violation of this paragraph 5, such attempted violation shall be null, void, and without effect.
|
6.
|
Executive shall forfeit Executive’s right to any unvested Units if Executive’s continuous employment with the Company or a Subsidiary or Affiliate terminates for any reason during the Restriction Period (except solely by reason of a period of Related Employment or as set forth in paragraphs 7 and 9).
|
7.
|
Except to the extent paragraph 9 applies, if Executive’s employment with the Company or a Subsidiary or Affiliate is terminated involuntarily and without Cause and on the date of such termination Executive is an eligible participant in the Severance/Change in Control Policy (“Executive Committee Level”) (the “Executive Severance Policy”), subject to the terms of the
|
8.
|
During the Restriction Period, Executive (and any person succeeding to Executive’s rights pursuant to the Plan) will have no ownership interest or rights in Shares underlying the Units, including no rights to receive dividends or other distributions made or paid with respect to such Shares or to exercise voting or other shareholder rights with respect to such Shares. Executive shall not be entitled to receive dividend equivalents in connection with this award.
|
9.
|
If Executive is eligible to participate in the Executive Severance Policy at the time of a Change in Control and Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of the Change in Control, then, subject to the terms of the Executive Severance Policy, any remaining restrictions applicable to the Units shall immediately lapse effective on the date of Executive’s termination.
|
10.
|
The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, however, that no such amendment shall adversely affect in a material manner any right of Executive under this Agreement without Executive’s written consent.
|
11.
|
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 Executive and all persons claiming under or through Executive. By accepting this grant of Units or other benefit under the Plan, Executive and each person claiming under or through Executive 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.
|
12.
|
This grant of Units is discretionary, non-binding for future years and there is no promise or guarantee that such grants will be offered to Executive in future years.
|
13.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Executive’s participation in the Plan, or Executive’s acquisition or sale of the Shares underlying the Units. Executive 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.
|
14.
|
The validity, construction, interpretation, administration and effect of these Terms and Conditions and the Plan 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, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the grant of the Units or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that such litigation shall be conducted in the courts of Douglas County, or the federal courts for the United States for the District of Colorado, where this grant is made and/or to be performed.
|
15.
|
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.
|
16.
|
Notwithstanding any other provision of the Plan or this Agreement, except as otherwise provided in the case of Executive’s termination of employment due to death, Disability or for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of a Change in Control, in order for the restrictions on the Units to lapse the Company must achieve as a Performance Measure not less than $1,500,000,000 of combined consolidated operating income for the period beginning January 1, 2016 and ending December 31, 2018, as determined by the Committee from the Corporation’s annual financial statements.
|
17.
|
Executive acknowledges that Executive has read the Company’s Clawback Policy. In consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy) received by or paid to Executive resulted from any financial result or performance metric that was impacted by Executive’s misconduct or fraud and that compensation should be recovered from Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the Clawbacked Portion of the unvested Units shall automatically and without further action of the Company be cancelled, (b) requiring Executive to deliver to the Company the Shares acquired upon the vesting of the Units (to the extent held by Executive), (c) requiring Executive to repay to the Company any net proceeds resulting from the Shares acquired upon the vesting of the Units or (d) any combination of the remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any other relief available to the Company due to Executive’s misconduct or fraud. Any determination by the Board
|
18.
|
To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.
|
I hereby confirm that the foregoing and the documents attached hereto are hereby in all respects accepted and agreed to by the undersigned as of the date of this Agreement:
|
|
Signature:_________________________
|
Printed Name: ______________________
|
Date: ____________________
|
|
1.
|
Pursuant to The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”), The Western Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock Units (the “Units”), in the amount specified in Executive’s Award Notice (which forms part of this Agreement) as of the Grant Date specified in Executive’s Award Notice, related to shares of Common Stock (“Shares”), subject to the terms and conditions set forth in this Agreement (including any country-specific terms or conditions for Executive’s country of residence as set forth in the Appendix) and the Plan. The terms of the Plan are hereby incorporated in this Agreement by this reference and made a part hereof. Capitalized terms not defined herein shall have the same definitions as set forth in the Plan.
|
2.
|
Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of the restrictions set forth in paragraph 3 below. Upon issuance and transfer of Shares to Executive following the Restriction Period (as defined herein), Executive shall have all rights incident to ownership of such Shares, including but not limited to voting rights and the right to receive dividends.
|
3.
|
Subject to other provisions of this Agreement (including the Appendix) and the terms of the Plan, on the third anniversary of the Grant Date, all restrictions on the Units shall lapse and the Shares subject to the Units shall be issued and transferred to Executive. Effective on and after such date, subject to applicable laws and Company policies, Executive may hold, assign, pledge, sell, or transfer the Shares in Executive’s discretion. The three-year period in which the Units may be forfeited by the Executive is defined as the “Restriction Period.”
|
4.
|
Executive may elect to satisfy Executive’s obligation to advance the amount of any required income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items (the “Required Tax Payments”) incurred in connection with the issuance and transfer of the Shares by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the Company to withhold whole Shares which would otherwise be delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to Executive, equal to the amount necessary to satisfy any such obligation, (4) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice of sale, or (5) any combination of (1) and (2).
|
5.
|
The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except by will or the laws of descent and distribution, while subject to restrictions. If Executive or anyone claiming under or through Executive attempts to make any such sale, transfer, assignment, pledge or other disposition of Units in violation of this paragraph 5, such attempted violation shall be null, void, and without effect.
|
6.
|
Executive shall forfeit Executive’s right to any unvested Units if Executive’s continuous employment with the Company or a Subsidiary or Affiliate terminates for any reason during the
|
7.
|
Except to the extent paragraph 9 applies, if Executive’s employment with the Company or a Subsidiary or Affiliate is terminated involuntarily and without Cause and on the date of such termination Executive is an eligible participant in the Severance/Change in Control Policy (“Executive Committee Level”) (the “Executive Severance Policy”), subject to the terms of the Executive Severance Policy (including but not limited to the requirement that Executive timely execute an agreement and release in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims), any then-restricted Units shall vest and be settled on a prorated basis effective on Executive’s termination date. Such prorated vesting shall be calculated by multiplying the number of Units by a fraction, the numerator of which is the number of days that have elapsed between the Grant Date and Executive’s termination date and the denominator of which is the number of days between the Grant Date and the third anniversary of the Grant Date. The restricted portion of this award that does not become vested under such calculation shall be forfeited on Executive’s termination date and shall be cancelled by the Company.
|
8.
|
During the Restriction Period, Executive (and any person succeeding to Executive’s rights pursuant to the Plan) will have no ownership interest or rights in Shares underlying the Units, including no rights to receive dividends or other distributions made or paid with respect to such Shares or to exercise voting or other shareholder rights with respect to such Shares. Executive shall not be entitled to receive dividend equivalents in connection with this award.
|
9.
|
If Executive is eligible to participate in the Executive Severance Policy at the time of a Change in Control and Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of the Change in Control, then, subject to the terms of the Executive Severance Policy, any remaining restrictions applicable to the Units shall immediately lapse effective on the date of Executive’s termination.
|
10.
|
The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, however, that no such amendment
|
11.
|
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 Executive and all persons claiming under or through Executive. By accepting this grant of Units or other benefit under the Plan, Executive and each person claiming under or through Executive 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.
|
12.
|
In accepting the award of Units, Executive acknowledges that (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan; (ii) the award of Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Units, or benefits in lieu of Units even if Units have been awarded repeatedly in the past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of the Committee; (iv) Executive’s participation in the Plan is voluntary; (v) the award of Units is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to Executive’s employer, and the Units are outside the scope of Executive’s employment contract, if any; (vi) the Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) neither the award of the Units nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon Executive any right with respect to employment or continuation of current employment, and in the event that Executive is not an employee of the Company or any Subsidiary or Affiliate, the Units shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (viii) this grant of the Units does not establish or imply an employment relationship between Executive and the Company; (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty, (x) if Executive receives Shares, the value of such Shares acquired upon vesting of the Units may increase or decrease in value; (xi) no claim or entitlement to compensation or damages arises from termination of the Units, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the Units or Shares received upon the vesting of the Units resulting from termination of the Executive’s employment by the Company or the Executive’s employer (for any reason whatsoever and whether or not in breach of local labor laws) and Executive irrevocably releases the Company and Executive’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Executive shall be deemed irrevocably to have waived his entitlement to pursue such claim; (xii) in the event of involuntary termination of employment (whether or not in breach of local labor laws), Executive’s right to receive Shares pursuant to the Units after termination of employment, if any, will be measured by the last date that Executive’s employer pays Executive his last paycheck for regular salary as an employee of Executive’s employer and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Executive is no longer being paid regular salary for this purpose; and (xiii) the Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
|
13.
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Executive’s participation in the Plan, or Executive’s acquisition or sale of the Shares underlying the Units. Executive 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.
|
14.
|
The validity, construction, interpretation, administration and effect of these Terms and Conditions, the Appendix and the Plan and rights relating to the Plan and to this Agreement (including the Appendix), shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the grant of the Units or the Agreement (including the Appendix), the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that such litigation shall be conducted in the courts of Douglas County, or the federal courts for the United States for the District of Colorado, where this grant is made and/or to be performed.
|
15.
|
Executive hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, Executive’s employer, the Company and the Company’s Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Executive’s participation in the Plan.
|
16.
|
If Executive has received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
17.
|
If one or more provisions of this Agreement (including the Appendix) shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions (including the Appendix) 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, the Appendix and the Plan.
|
18.
|
Notwithstanding any other provision of the Plan or this Agreement, except as otherwise provided in the case of Executive’s termination of employment due to death, Disability or for an eligible reason under the Executive Severance Policy during the 24-month period commencing on the effective date of a Change in Control, in order for the restrictions on the Units to lapse the Company must achieve as a Performance Measure not less than $1,500,000,000 of combined consolidated operating income for the period beginning January 1, 2016 and ending December 31, 2018, as determined by the Committee from the Corporation’s annual financial statements.
|
19.
|
Executive acknowledges that Executive has read the Company’s Clawback Policy. In consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy) received by or paid to Executive resulted from any financial result or performance metric that was impacted by Executive’s misconduct or fraud and that compensation should be recovered from Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the Clawbacked Portion of the unvested Units shall automatically and without further action of the Company be cancelled, (b) requiring Executive to deliver to the Company the Shares acquired upon the vesting of the Units (to the extent held by Executive), (c) requiring Executive to repay to the Company any net proceeds resulting from the Shares acquired upon the vesting of the Units or (d) any combination of the remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any other relief available to the Company due to Executive’s misconduct or fraud. Any determination by the Board with respect to the foregoing shall be final, conclusive and binding upon Executive and all persons claiming through Executive.
|
20.
|
The Company may, in its sole discretion, decide to deliver any documents related to the Units granted, under and, participation in the Plan or future Units that may be granted under the Plan by electronic means or to request Executive’s consent to participate in the Plan by electronic means. Executive hereby consents to receive such documents by electronic delivery and, if requested, to agree 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.
|
21.
|
Notwithstanding any provisions in the Agreement or the Plan, the grant of Units shall be subject to any special terms and conditions as set forth in the Appendix to this Agreement for Executive’s country of residence. The Appendix constitutes part of the Agreement.
|
22.
|
The Company reserves the right to impose other requirements on Executive’s participation in the Plan, on the grant of Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require Executive to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
23.
|
To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code if the Executive is subject to tax in the U.S. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.
|
1.
|
These Terms and Conditions, including the attached Appendix, form part of your Stock Option Agreement (the “Agreement”) pursuant to which you have been granted a Nonqualified Stock Option (“Stock Option”) under The Western Union Company 2015 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is enclosed for your convenience. 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 common shares of The Western Union Company (the “Company”) subject to the Stock Option, the grant date of the Stock Option and the option exercise price are all 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, you will “vest” in, or have the right to exercise, this Stock Option as follows:
|
(a)
|
On or after the first anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option for up to one-fourth (25%) of the total number of shares covered hereby;
|
(b)
|
On or after the second anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option for up to one-half (50%) of the total number of shares covered hereby;
|
(c)
|
On or after the third anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option for up to three-fourths (75%) of the total number of shares covered hereby;
|
(d)
|
On or after the fourth anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option with respect to the total number of shares covered hereby;
|
(e)
|
No part of this Stock Option may be exercised after the tenth anniversary of the grant date listed in the Award Notice; and
|
(f)
|
If you are an eligible participant in the Company’s Severance/Change in Control Policy (Executive Committee Level) at the time of a Change in Control and your employment with the Company, a Subsidiary or an Affiliate terminates for an eligible reason under such policy during the 24-month period commencing on the effective date of the Change in Control, then this Stock Option shall immediately become fully vested and exercisable effective on the date of your termination and may thereafter be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option.
|
4.
|
This Stock Option may not be exercised, in whole or in part, 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)
|
You pay 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) except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company and to whom you have submitted an irrevocable notice of exercise (i.e., also known as “cashless exercise”) or (C)
|
(c)
|
You must, at all times during the period beginning with the grant date of this Stock Option and ending on the date of such exercise, have been employed by the Company, a Subsidiary or an Affiliate or have been engaged in a period of Related Employment, with certain exceptions noted below. Service on the Board after receipt of a Stock Option shall not be considered a termination of employment.
|
(d)
|
You have executed and returned to the Company or accepted electronically an updated restrictive covenant agreement (and exhibits) if requested by the Company which may contain certain noncompete, nonsolicitation and/or nondisclosure provisions. While a court may sever any provision in the restrictive covenant agreement, you agree by executing or electronically accepting the restrictive covenant agreement that you will forfeit this Stock Option, whether vested or not, if you do not abide by the restrictive covenant agreement as written.
|
5.
|
Absent a period of Related Employment or service on the Board subsequent to the grant date, if you terminate employment or cease providing services to the Company, a Subsidiary or an Affiliate while holding this Stock Option, your right to exercise the Stock Option and the time during which you may exercise the Stock Option depends on the reason for your termination.
|
(a)
|
Disability.
If your employment with or service to the Company, a Subsidiary or an Affiliate terminates by reason of Disability, this Stock Option shall become fully vested and exercisable and may thereafter be exercised by you (or your legal representative or similar person) until the date which is one year after the effective date of your termination of employment or service, or if earlier, the expiration date of the term of this Stock Option.
|
(b)
|
Retirement
. If your employment with or service to the Company, a Subsidiary or an Affiliate terminates by reason of Retirement, this Stock Option, to the extent not already vested, shall vest on a prorated basis on the effective date of your termination of employment or service. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination of employment or service and the denominator of which is the number of days between the grant date and the fourth anniversary of the grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation may be exercised by you (or your legal representative or similar person) until the earlier of (i) the date which is two years after the effective date of your termination of employment or service or the last day of your severance period under the Company’s Severance/Change in Control Policy (Executive Committee Level) if you qualify for benefits under such policy in connection with your termination, whichever is later, or (ii) the expiration date of the term of this Stock Option. In administering the Plan, the Committee reserves the right to treat your termination of employment due to Retirement the same as "Other Termination" (as defined in this Agreement) in the event that application of the immediately preceding sentence would be deemed to be impermissible age discrimination under local law, as determined in the sole discretion of the Committee.
|
(c)
|
Death
. If your employment with or service to the Company, a Subsidiary or an Affiliate terminates by reason of death, this Stock Option shall become fully vested and exercisable and may thereafter be exercised by your executor, administrator, legal representative, beneficiary or similar person until the date which is one year after the date of death, or if earlier, the expiration date of the term of this Stock Option.
|
(d)
|
Involuntary Termination Without Cause
. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination of employment or service and the denominator of which is the number of days between the grant date and the fourth anniversary of the grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may
|
(e)
|
Termination for Cause
. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated for Cause, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the close of the New York Stock Exchange (if open) on the date of your termination of employment or service. If the New York Stock Exchange is closed at the time of your termination of employment, this Stock Option shall be forfeited at the time your employment is terminated and shall be canceled by the Company.
|
(f)
|
Other Termination
. If your employment with or service to the Company, a Subsidiary or an Affiliate terminates for any reason other than Disability, Retirement, death, involuntary termination without Cause, or termination for Cause, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the close of the New York Stock Exchange (if open) on the date which is the thirtieth (30th) day following your termination of employment or service, or if earlier, the expiration date of the term of this Stock Option. If the New York Stock Exchange is closed on the thirtieth (30th) day following your termination of employment or service, then your unexpired Stock Option may be exercised until the close of the New York Stock Exchange on the next following day on which the New York Stock Exchange is open, after which time this Stock Option shall be forfeited and canceled by the Company.
|
(g)
|
Death Following Termination of Employment or Service
. If you die during the applicable Post-Termination Exercise Period, this Stock Option will be exercisable only to the extent that the Stock Option is exercisable on the date of your death and may thereafter be exercised by your executor, administrator, legal representative, beneficiary or similar person until the date which is one year after the date of your death, or if earlier, the expiration date of the term of this Stock Option.
|
6.
|
Subject to any restrictions imposed by local law, so long as you continue to be a member of the Executive Committee of the Company, you may transfer this Stock Option to a Family Member or Family Entity
without consideration; provided, however, in the case of a transfer of this Stock Option to a limited liability company or a partnership which is a Family Entity, 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 this Stock Option shall be in a form acceptable to the Committee, shall be signed by you and shall be effective only upon written acknowledgement by the Committee of its receipt and acceptance of such notice. If this Stock Option is transferred to a Family Member or Family Entity, the Stock Option may not thereafter be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by such Family Member or Family Entity except by will or the laws of descent and distribution. The Committee has delegated its responsibilities under this paragraph 6 to the Company’s General Counsel.
|
7.
|
The Company shall have the right to require, as of the grant, vesting or exercise of an option and the sale of any shares of stock received upon exercise of an option, that you (or any person acting under Paragraph 5 above):
|
(a)
|
Pay to the Company or its designee, upon its demand, such amount as may be requested for the purpose of satisfying its obligation or the obligation of any of its Subsidiaries or Affiliates or other person to withhold U.S. federal, state, local or foreign income, employment or other taxes incurred by reason of the shares. You may satisfy your obligation to pay such amounts by authorizing the Company to withhold from your wages or other cash compensation, from proceeds from the sale of shares or from the shares purchased by you pursuant to the exercise shares having a fair market value on the date of exercise equal to the withholding amount. If the amount requested for the purpose of satisfying the withholding obligation is not paid, the Company may refuse to allow you to exercise the option; and
|
(b)
|
Provide the Company with any forms, documents or other information reasonably required by the Company in connection with the grant.
|
(c)
|
Regardless of any action the Company or my employer (the “Employer”) takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items legally due by me is and remains my responsibility and may exceed the amount actually withheld by the Company and/or the Employer. I further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Options, including the grant of the Stock Options, the exercise
|
(d)
|
Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, I will pay or make adequate arrangements satisfactory to the Company and/or Employer to satisfy all Tax-Related Items. In this regard, I authorize the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (A) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (B) withhold whole shares of Common Stock which would otherwise be delivered to me having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from my wages or other cash compensation which would otherwise be payable to me by the Company or the Employer or from any equivalent cash payment received upon exercise of the Stock Options, equal to the amount necessary to satisfy any such obligation, (C) withhold from proceeds of the sale of shares of Common Stock acquired upon issuance of the Stock Options either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization), or (D) a cash payment to the Company by a broker-dealer acceptable to the Company to whom I have submitted an irrevocable notice of sale.
|
(e)
|
Finally, I shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of my participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue shares of Common Stock to me if I fail to comply with my obligations in connection with the Tax-Related Items as described herein.
|
8.
|
The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, however, that no such amendment shall adversely affect in a material manner any right of yours under this Agreement without your written consent.
|
9.
|
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 you and all persons claiming under or through you. By accepting this grant or other benefit under the Plan, you and each person claiming under or through you 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.
|
10.
|
The validity, construction, interpretation, administration and effect of the Plan, and of its rules and regulations, 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. If you have received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
11.
|
In accepting the grant, you acknowledge that: (i) the Plan is discretionary in nature and it may be modified, suspended or terminated by the Company or the Committee at any time; (ii) the grant of the Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (iii) all decisions with respect to any such future grants will be at the sole discretion of the Committee; (iv) your participation in the Plan shall not create a right to further employment with your Employer (“Employer”) and shall not interfere with the ability of your Employer to terminate your employment relationship at any time with or without cause; (v) your participation in the Plan is voluntary; (vi) the value of the option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (vii) the options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) in the event of involuntary termination of your employment, your right to receive options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed regardless of any reasonable notice period mandated under local law (including but not limited to statutory law, regulatory law and/or common law) and the right to receive grants of options will not continue during any required notice period; (ix) the options have not been granted to you in consideration of your employment with your Employer, but is purely a gratuity extended by the Company at its sole discretion, and the option grant can in no event be understood or interpreted to mean that the Company is your employer or that you have an employment relationship with the
|
12.
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, your Employer, the Company and the Company’s Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that your Employer and/or the Company hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares of stock acquired upon exercise of the option. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing your local human resources representative. You understand that withdrawal of consent may affect your ability to exercise or realize benefits from the option.
|
13.
|
If any provision of this Agreement (including the Appendix) shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement.
|
14.
|
You acknowledge that you have read the Company’s Clawback Policy. In consideration of the grant of this Stock Option, you agree to abide by the Company’s Clawback Policy as it may be amended from time to time, and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy) received by or paid to you resulted from any financial result or performance metric that was impacted by your misconduct or fraud and that compensation should be recovered from you (such amount being recovered, the “Clawbacked Compensation”), then upon such determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or any portion of this Stock Option (the “Clawbacked Portion”) and, in such case, you shall cease to be entitled to exercise the Clawbacked Portion of this Stock Option and the Clawbacked Portion of this Stock Option shall automatically and without further action of the Company be cancelled, (b) requiring you to deliver to the Company shares of Common Stock acquired upon the exercise of this Stock Option (to the extent held by you), (c) requiring you to repay to the Company any profit resulting from the sale of shares of Common Stock acquired upon the exercise of this Stock Option or (d) any combination of the remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any other relief available to the Company due to your misconduct or fraud. Any determination by the Board with respect to the foregoing shall be final, conclusive and binding upon you and all persons claiming through you.
|
15.
|
The validity, construction, interpretation, administration and effect of the Plan and this Agreement (including the Appendix) shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly under the Stock Option or the Agreement (including the Appendix), the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that such litigation shall be conducted in the courts of Douglas County, or the federal courts for the United States for the District of Colorado, where this grant is made and/or to be performed.
|
16.
|
If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
17.
|
The Company may, in its sole discretion, decide to deliver any documents related to the Stock Option granted under and participation in the Plan or future options that may be granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such
|
18.
|
Notwithstanding any provisions in this Award Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix for your country. The Appendix constitutes part of this Award Agreement.
|
19.
|
The Company reserves the right to impose other requirements on your participation in the Plan, on the Award 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 any applicable law or facilitate the administration of the Plan. You agree to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, you acknowledge that the laws of the country in which you are working at the time of grant, exercise or the sale of shares of Common Stock received pursuant to this Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject you to additional procedural or regulatory requirements that you is and will be solely responsible for and must fulfill.
|
I hereby confirm that the foregoing and the documents attached hereto are hereby in all respects accepted and agreed to by the undersigned as of the date of this Agreement:
|
|
Signature:_______________________________
|
Printed Name: ______________________
|
Date: ________________________________
|
|
(i)
|
If you accept the Agreement outside the business premises of the Company, you may be entitled to revoke your acceptance of the Agreement, provided the revocation is made within one week after you accept the Agreement.
|
(ii)
|
The revocation must be in written form to be valid. It is sufficient if you return the Agreement to the Company or the Company’s representative with language which can be understood as your refusal to conclude or honor the Agreement, provided the revocation is sent within the period set forth above.
|
|
Three Months Ended March 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
$
|
217.5
|
|
|
$
|
941.8
|
|
|
$
|
968.2
|
|
|
$
|
926.9
|
|
|
$
|
1,168.8
|
|
|
$
|
1,274.6
|
|
Fixed charges
|
40.9
|
|
|
175.6
|
|
|
182.7
|
|
|
198.8
|
|
|
177.8
|
|
|
182.9
|
|
||||||
Other adjustments
|
3.5
|
|
|
(6.9
|
)
|
|
(3.2
|
)
|
|
(0.7
|
)
|
|
5.3
|
|
|
2.6
|
|
||||||
Total earnings (a)
|
$
|
261.9
|
|
|
$
|
1,110.5
|
|
|
$
|
1,147.7
|
|
|
$
|
1,125.0
|
|
|
$
|
1,351.9
|
|
|
$
|
1,460.1
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
40.5
|
|
|
$
|
167.9
|
|
|
$
|
176.6
|
|
|
$
|
195.6
|
|
|
$
|
179.6
|
|
|
$
|
181.9
|
|
Other adjustments
|
0.4
|
|
|
7.7
|
|
|
6.1
|
|
|
3.2
|
|
|
(1.8
|
)
|
|
1.0
|
|
||||||
Total fixed charges (b)
|
$
|
40.9
|
|
|
$
|
175.6
|
|
|
$
|
182.7
|
|
|
$
|
198.8
|
|
|
$
|
177.8
|
|
|
$
|
182.9
|
|
Ratio of earnings to fixed charges (a/b)
|
6.4
|
|
|
6.3
|
|
|
6.3
|
|
|
5.7
|
|
|
7.6
|
|
|
8.0
|
|
(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
|
|
May 3, 2016
|
|
Date:
|
May 3, 2016
|
/
S
/ H
IKMET
E
RSEK
|
|
|
Hikmet Ersek
|
|
|
President and Chief Executive Officer
|
Date:
|
May 3, 2016
|
/
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.
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Date:
|
May 3, 2016
|
/
S
/ H
IKMET
E
RSEK
|
|
|
Hikmet Ersek
|
|
|
President and Chief Executive Officer
|
Date:
|
May 3, 2016
|
/s/ R
AJESH
K. A
GRAWAL
|
|
|
Rajesh K. Agrawal
|
|
|
Executive Vice President and Chief Financial Officer
|