Price Graph
Price
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These terms and conditions govern your use of the website alphaminr.com and its related services.
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: December 31, 2014
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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DELAWARE
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20-4531180
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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The New York Stock Exchange
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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 1A.
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Item 1B.
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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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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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changes in general economic conditions and economic conditions in the regions and industries in which we operate, including global economic and trade downturns, or significantly slower growth or declines in the money transfer, payment service, and other markets in which we operate, including downturns or declines related to interruptions in migration patterns, or non-performance by our banks, lenders, insurers, or other financial services providers;
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failure to compete effectively in the money transfer and payment service industry, including, among other things, with respect to price, with global and niche or corridor money transfer providers, banks and other money transfer and payment service providers, including card associations, card-based payment providers, electronic, mobile and Internet-based services, digital currencies and related protocols, and other innovations in technology and business models;
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deterioration in customer confidence in our business, or in money transfer and payment service providers generally;
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our ability to adopt new technology and develop and gain market acceptance of new and enhanced services in response to changing industry and consumer needs or trends;
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changes in, and failure to manage effectively, exposure to foreign exchange rates, including the impact of the regulation of foreign exchange spreads on money transfers and payment transactions;
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political conditions and related actions in the United States and abroad which may adversely affect our business and economic conditions as a whole including interruptions of United States or other government relations with countries in which we have or are implementing significant business relationships with agents or clients;
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any material breach of security, including cybersecurity, or safeguards of or interruptions in any of our systems or those of our vendors or other third parties;
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mergers, acquisitions and integration of acquired businesses and technologies into our Company, and the failure to realize anticipated financial benefits from these acquisitions, and events requiring us to write down our goodwill;
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failure to manage credit and fraud risks presented by our agents, clients and consumers;
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•
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failure to maintain our agent network and business relationships under terms consistent with or more advantageous to us than those currently in place, including due to increased costs or loss of business as a result of increased compliance requirements or difficulty for us, our agents or their subagents in establishing or maintaining relationships with banks needed to conduct our services;
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decisions to change our business mix;
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adverse rating actions by credit rating agencies;
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cessation of or defects in various services provided to us by third-party vendors;
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•
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our ability to realize the anticipated benefits from productivity and cost-savings and other related initiatives, which may include decisions to downsize or to transition operating activities from one location to another, and to minimize any disruptions in our workforce that may result from those initiatives;
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•
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our ability to protect our brands and our other intellectual property rights and to defend ourselves against potential intellectual property infringement claims;
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changes in tax laws and unfavorable resolution of tax contingencies;
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our ability to attract and retain qualified key employees and to manage our workforce successfully;
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material changes in the market value or liquidity of securities that we hold;
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restrictions imposed by our debt obligations;
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liabilities or loss of business resulting from a failure by us, our agents or their subagents to comply with laws and regulations and regulatory or judicial interpretations thereof, including laws and regulations designed to detect and prevent money laundering, terrorist financing, fraud and other illicit activity;
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increased costs or loss of business due to regulatory initiatives and changes in laws, regulations and industry practices and standards, including changes in interpretations in the United States and globally, affecting us, our agents or their subagents, or the banks with which we or our agents maintain bank accounts needed to provide our services, including related to anti-money laundering regulations, anti-fraud measures, customer due diligence, or agent and subagent due diligence, registration, and monitoring requirements;
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liabilities or loss of business and unanticipated developments resulting from governmental investigations and consent agreements with or enforcement actions by regulators, including those associated with compliance with or failure to comply with the settlement agreement with the State of Arizona, as amended;
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the potential impact on our business from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), as well as regulations issued pursuant to it and the actions of the Consumer Financial Protection Bureau and similar legislation and regulations enacted by other governmental authorities related to consumer protection;
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liabilities resulting from litigation, including class-action lawsuits and similar matters, including costs, expenses, settlements and judgments;
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failure to comply with regulations and changes in expectations regarding consumer privacy and data use and security;
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effects of unclaimed property laws;
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failure to maintain sufficient amounts or types of regulatory capital or other restrictions on the use of our working capital to meet the changing requirements of our regulators worldwide;
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changes in accounting standards, rules and interpretations or industry standards affecting our business;
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adverse tax consequences from our spin-off from First Data Corporation;
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catastrophic events; and
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management's ability to identify and manage these and other risks.
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Year Ended December 31,
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2014
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2013
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2012
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Consumer-to-Consumer
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80
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%
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80
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%
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81
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%
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Consumer-to-Business
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11
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%
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11
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%
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11
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%
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Business Solutions
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7
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%
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7
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%
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6
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%
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Other
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2
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%
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2
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%
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2
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%
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100
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%
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100
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%
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100
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%
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•
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Global money transfer providers
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Global money transfer providers allow consumers to send money to a wide variety of locations, in both their home countries and abroad.
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Regional money transfer providers
- Regional money transfer providers, or "niche" providers, provide the same services as global money transfer providers, but focus on a smaller group of geographic corridors or services within one region, such as North America to the Caribbean, Central or South America, or Western Europe to North Africa.
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Electronic channels
- Online money transfer service providers, including certain electronic payment providers, allow consumers to send and receive money electronically using the Internet or through mobile devices. Electronic channels also include digital wallets, digital currencies, and social media and other predominantly communication or commerce oriented platforms that offer money transfer services.
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Banks and postbanks
- Banks and postbanks of all sizes compete with us in a number of ways, including bank wire services, payment instrument issuances, and card-based services.
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Informal networks
- Informal networks enable people to transfer funds without formal mechanisms and often without compliance with government reporting requirements. We believe that such networks comprise a significant share of the market.
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Alternative channels
- Alternative channels for sending and receiving money include mail and commercial courier services, and card-based options, such as ATM cards and stored-value cards.
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prohibit transactions in, to or from certain countries or with certain governments, individuals and entities;
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impose additional customer identification and customer, agent, and subagent due diligence requirements;
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impose additional reporting or recordkeeping requirements, or require enhanced transaction monitoring;
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limit the types of entities capable of providing money transfer services, impose additional licensing or registration requirements on us, our agents, or their subagents, or impose additional requirements on us with regard to selection or oversight of our agents or their subagents;
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impose minimum capital or other financial requirements on us or our agents and their subagents;
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limit or restrict the revenue which may be generated from money transfers, including transaction fees and revenue derived from foreign exchange;
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require enhanced disclosures to our money transfer customers;
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require the principal amount of money transfers originated in a country to be invested in that country or held in trust until they are paid;
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limit the number or principal amount of money transfers which may be sent to or from the jurisdiction, whether by an individual, through one agent or in aggregate;
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impose taxes or fees on money transfer transactions; and
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restrict or limit our ability to process transactions using centralized databases, for example, by requiring that transactions be processed using a database maintained in a particular country.
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Name
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Age
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Position
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Hikmet Ersek
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54
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President, Chief Executive Officer and Director
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Rajesh K. Agrawal
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49
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Executive Vice President, Chief Financial Officer
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Odilon Almeida
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53
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Executive Vice President and President, Americas and European Union
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John R. Dye
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55
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Executive Vice President, General Counsel and Secretary
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Jean Claude Farah
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44
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Executive Vice President and President, Middle East, Africa, APAC, Eastern Europe & CIS
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Diane Scott
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44
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Executive Vice President, Chief Marketing Officer
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J. David Thompson
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48
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Executive Vice President, Global Operations and Chief Information Officer
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Richard L. Williams
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49
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Executive Vice President, Chief Human Resources Officer
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•
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Risks Relating to Our Business and Industry;
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•
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Risks Related to Our Regulatory and Litigation Environment; and
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•
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Risks Related to the Spin-Off.
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Demand for our services could soften, including due to low consumer confidence, high unemployment, or reduced global trade.
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Our Consumer-to-Consumer money transfer business relies in large part on migration, which brings workers to countries with greater economic opportunities than those available in their native countries. A significant portion of money transfers are sent by international migrants. Migration is affected by (among other factors) overall economic conditions, the availability of job opportunities, changes in immigration laws, and political or other events (such as war, terrorism or health emergencies) that would make it more difficult for workers to migrate or work abroad. Changes to these factors could adversely affect our remittance volume and could have an adverse effect on our business, financial condition and results of operations.
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•
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Many of our consumers work in industries that may be impacted by deteriorating economic conditions more quickly or significantly than other industries. Reduced job opportunities, especially in retail, healthcare, hospitality, and construction, or overall weakness in the world’s economies could adversely affect the number of money transfer transactions, the principal amounts transferred and correspondingly our results of operations. If general market softness in the economies of countries important to migrant workers occurs, our results of operations could be adversely impacted. Additionally, if our consumer transactions decline, if the amount of money that consumers send per transaction declines, or if migration patterns shift due to weak or deteriorating economic conditions, our results of operations may be adversely affected.
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Our agents or clients could experience reduced sales or business as a result of a deterioration in economic conditions. As a result, our agents could reduce their numbers of locations or hours of operation, or cease doing business altogether. Businesses using our services may make fewer cross-currency payments or may have fewer customers making payments to them through us, particularly businesses in those industries that may be more affected by an economic downturn.
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•
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Our Business Solutions business is heavily dependent on global trade. A downturn in global trade or the failure of long-term import growth rates to return to historic levels could have an adverse effect on our business, financial condition and results of operations. Additionally, as customer hedging activity in our Business Solutions business generally varies with currency volatility, we have experienced and may experience in the future lower foreign exchange revenues in periods of lower currency volatility.
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•
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Our exposure to receivables from our agents, consumers and businesses could impact us. For more information on this risk, see risk factor,
"
We face credit, liquidity and fraud risks from our agents, consumers and businesses that could adversely affect our business, financial condition and results of operations
."
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•
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The market value of the securities in our investment portfolio may substantially decline. The impact of that decline in value may adversely affect our liquidity, results of operations and financial condition.
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•
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The counterparties to the derivative financial instruments that we use to reduce our exposure to various market risks, including changes in interest rates and foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate. This includes the exposure generated by the Business Solutions business, where we write derivative contracts to our customers as part of our cross-currency payments business, and we typically hedge the net exposure through offsetting contracts with established financial institution counterparties. That failure could have an adverse effect on our financial condition and results of operations.
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•
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We may be unable to refinance our existing indebtedness as it becomes due or we may have to refinance on unfavorable terms, which could require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends, and other purposes.
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•
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Our revolving credit facility with a consortium of banks is one source for funding liquidity needs and also backs our commercial paper program. If any of the banks participating in our credit facility fails to fulfill its lending commitment to us, our short-term liquidity and ability to support borrowings under our commercial paper program could be adversely affected.
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•
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The third-party service providers on whom we depend may experience difficulties in their businesses, which may impair their ability to provide services to us and have a potential impact on our own business. The impact of a change or temporary stoppage of services may have an adverse effect on our business, results of operations and financial condition.
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•
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Banks upon which we rely to conduct our business could fail or be unable to satisfy their obligations to us. This could lead to our inability to access funds and/or credit losses for us and could adversely impact our ability to conduct our business.
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•
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Insurers we utilize to mitigate our exposures to litigation and other risks may be unable to or refuse to satisfy their obligations to us, which could have an adverse effect on our liquidity, results of operations and financial condition.
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•
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If market disruption and volatility occurs, we could experience difficulty in accessing capital on favorable terms and our business, financial condition and results of operations could be adversely impacted.
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•
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changes or proposed changes in laws or regulations or regulator or judicial interpretation thereof that have the effect of making it more difficult or less desirable to transfer money using consumer money transfer and payment service providers, including additional customer due diligence, identification, reporting, and recordkeeping requirements;
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•
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the quality of our services and our customer experience, and our ability to meet evolving consumer needs and preferences, including customer preferences related to our digital services;
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•
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failure of our agents or their subagents to deliver services in accordance with our requirements;
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•
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reputational concerns resulting from actual or perceived events, including those related to fraud or consumer protection;
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•
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actions by federal, state or foreign regulators that interfere with our ability to transfer consumers' money reliably, for example, attempts to seize money transfer funds, or limit our ability to or prohibit us from transferring money in certain corridors;
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•
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federal, state or foreign legal requirements, including those that require us to provide consumer or transaction data pursuant to our settlement agreement with the State of Arizona and other requirements or to a greater extent than is currently required;
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•
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any significant interruption in our systems, including by fire, natural disaster, power loss, telecommunications failure, terrorism, vendor failure, unauthorized entry and computer viruses or disruptions in our workforce; and
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•
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any breach of our computer systems or other data storage facilities resulting in a compromise of personal data.
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•
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realizing the anticipated financial benefits from these acquisitions and where necessary, improving internal controls of these acquired businesses;
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•
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managing geographically separated organizations, systems and facilities;
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•
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managing multi-jurisdictional operating, tax and financing structures;
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•
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integrating personnel with diverse business backgrounds and organizational cultures;
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•
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integrating the acquired technologies into our Company;
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•
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complying with regulatory requirements;
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•
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enforcing intellectual property rights in some foreign countries;
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•
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entering new markets with the services of the acquired businesses; and
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•
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general economic and political conditions, including legal and other barriers to cross-border investment in general, or by United States companies in particular.
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•
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limiting our ability to pay dividends to our stockholders or to repurchase stock consistent with our historical practices;
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•
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increasing our vulnerability to changing economic, regulatory and industry conditions;
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•
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limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
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•
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limiting our ability to borrow additional funds; and
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•
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions and other purposes.
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
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Common Stock
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Dividends
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Market Price
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Declared
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High
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Low
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per Share
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2014
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First Quarter
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$
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17.83
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$
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15.00
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$
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0.125
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Second Quarter
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$
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17.38
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$
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14.60
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$
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0.125
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Third Quarter
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$
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17.81
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$
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15.97
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$
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0.125
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Fourth Quarter
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$
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18.66
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$
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15.32
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$
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0.125
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2013
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First Quarter
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$
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15.05
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$
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13.23
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$
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0.125
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Second Quarter
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$
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17.23
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$
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14.24
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$
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0.125
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Third Quarter
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$
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19.11
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$
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16.63
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$
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0.125
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Fourth Quarter
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$
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19.50
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$
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15.51
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$
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0.125
|
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|
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Total Number of
Shares Purchased*
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Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs**
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Remaining Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (In millions)
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||||||
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October 1 - 31
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1,160,034
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$
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16.12
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1,157,545
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$
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36.4
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November 1 - 30
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206,230
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$
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17.54
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182,357
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$
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33.2
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December 1 - 31
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1,242,684
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$
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17.24
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1,237,622
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$
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11.9
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|
Total
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2,608,948
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$
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16.77
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2,577,524
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*
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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.
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**
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On February 11, 2014, the Board of Directors authorized $500 million of common stock repurchases through June 30, 2015, of which $11.9 million remained available as of December 31, 2014. On February 10, 2015, the Board of Directors authorized $1.2 billion of common stock repurchases through December 31, 2017. 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.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
(in millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues (a)
|
$
|
5,607.2
|
|
|
$
|
5,542.0
|
|
|
$
|
5,664.8
|
|
|
$
|
5,491.4
|
|
|
$
|
5,192.7
|
|
|
Operating expenses (b)
|
4,466.7
|
|
|
4,434.6
|
|
|
4,334.8
|
|
|
4,106.4
|
|
|
3,892.6
|
|
|||||
|
Operating income (a) (b)
|
1,140.5
|
|
|
1,107.4
|
|
|
1,330.0
|
|
|
1,385.0
|
|
|
1,300.1
|
|
|||||
|
Interest income (c)
|
11.5
|
|
|
9.4
|
|
|
5.5
|
|
|
5.2
|
|
|
2.8
|
|
|||||
|
Interest expense (d)
|
(176.6
|
)
|
|
(195.6
|
)
|
|
(179.6
|
)
|
|
(181.9
|
)
|
|
(169.9
|
)
|
|||||
|
Other income/(expense), net, excluding interest income and interest expense (e)
|
(7.2
|
)
|
|
5.7
|
|
|
12.9
|
|
|
66.3
|
|
|
12.2
|
|
|||||
|
Income before income taxes (a) (b) (c) (d) (e)
|
968.2
|
|
|
926.9
|
|
|
1,168.8
|
|
|
1,274.6
|
|
|
1,145.2
|
|
|||||
|
Net income (a) (b) (c) (d) (e) (f)
|
852.4
|
|
|
798.4
|
|
|
1,025.9
|
|
|
1,165.4
|
|
|
909.9
|
|
|||||
|
Depreciation and amortization
|
271.9
|
|
|
262.8
|
|
|
246.1
|
|
|
192.6
|
|
|
175.9
|
|
|||||
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities (g)
|
$
|
1,045.9
|
|
|
$
|
1,088.6
|
|
|
$
|
1,185.3
|
|
|
$
|
1,174.9
|
|
|
$
|
994.4
|
|
|
Capital expenditures (h)
|
(179.0
|
)
|
|
(241.3
|
)
|
|
(268.2
|
)
|
|
(162.5
|
)
|
|
(113.7
|
)
|
|||||
|
Common stock repurchased (i)
|
(495.4
|
)
|
|
(399.7
|
)
|
|
(766.5
|
)
|
|
(803.9
|
)
|
|
(581.4
|
)
|
|||||
|
Earnings Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic (a) (b) (c) (d) (e) (f) (i)
|
$
|
1.60
|
|
|
$
|
1.43
|
|
|
$
|
1.70
|
|
|
$
|
1.85
|
|
|
$
|
1.37
|
|
|
Diluted (a) (b) (c) (d) (e) (f) (i)
|
$
|
1.59
|
|
|
$
|
1.43
|
|
|
$
|
1.69
|
|
|
$
|
1.84
|
|
|
$
|
1.36
|
|
|
Cash dividends declared per common share (j)
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.425
|
|
|
$
|
0.31
|
|
|
$
|
0.25
|
|
|
Key Indicators (unaudited):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer-to-Consumer transactions (k)
|
254.93
|
|
|
242.34
|
|
|
230.98
|
|
|
225.79
|
|
|
213.74
|
|
|||||
|
|
As of December 31,
|
||||||||||||||||||
|
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Settlement assets
|
$
|
3,313.7
|
|
|
$
|
3,270.4
|
|
|
$
|
3,114.6
|
|
|
$
|
3,091.2
|
|
|
$
|
2,635.2
|
|
|
Total assets
|
9,890.4
|
|
|
10,121.3
|
|
|
9,465.7
|
|
|
9,069.9
|
|
|
7,929.2
|
|
|||||
|
Settlement obligations
|
3,313.7
|
|
|
3,270.4
|
|
|
3,114.6
|
|
|
3,091.2
|
|
|
2,635.2
|
|
|||||
|
Total borrowings
|
3,720.4
|
|
|
4,213.0
|
|
|
4,029.2
|
|
|
3,583.2
|
|
|
3,289.9
|
|
|||||
|
Total liabilities
|
8,590.0
|
|
|
9,016.6
|
|
|
8,525.1
|
|
|
8,175.1
|
|
|
7,346.5
|
|
|||||
|
Total stockholders’ equity
|
1,300.4
|
|
|
1,104.7
|
|
|
940.6
|
|
|
894.8
|
|
|
582.7
|
|
|||||
|
(a)
|
Revenue for the years ended December 31, 2012 and 2011 included $238.5 million and $35.2 million, respectively, of revenue related to Travelex Global Business Payments ("TGBP"), which was acquired in November 2011. TGBP and Custom House Ltd., which was acquired in September 2009, have subsequently been rebranded to "Western Union Business Solutions."
|
|
|
|
|
(b)
|
Operating expenses for the years ended December 31, 2011 and 2010 included $46.8 million and $59.5 million of restructuring and related expenses, respectively, associated with a restructuring plan designed to reduce overall headcount and migrate positions from various facilities, primarily within the United States and Europe, to regional operating centers.
|
|
|
|
|
(c)
|
Interest income consists of interest earned on cash balances not required to satisfy settlement obligations.
|
|
|
|
|
(d)
|
Interest expense primarily relates to our outstanding borrowings.
|
|
|
|
|
(e)
|
In 2011, we recognized gains of $20.5 million and $29.4 million, in connection with the remeasurement of our former equity interests in Finint S.r.l. and Angelo Costa S.r.l., respectively, to fair value. These equity interests were remeasured in conjunction with our purchases of the remaining interests in these entities that we previously did not hold. Additionally, in 2011, we recognized a $20.8 million net gain on foreign currency forward contracts entered into in order to reduce the economic variability related to the cash amounts used to fund acquisitions of businesses with purchase prices denominated in foreign currencies, primarily for the TGBP acquisition.
|
|
|
|
|
(f)
|
In December 2011, we reached an agreement with the United States Internal Revenue Service ("IRS Agreement") resolving substantially all of the issues related to the restructuring of our international operations in 2003. As a result of the IRS Agreement, we recognized a tax benefit of $204.7 million related to the adjustment of reserves associated with this matter.
|
|
|
|
|
(g)
|
Net cash provided by operating activities during the year ended December 31, 2012 was impacted by tax payments of $92.4 million made as a result of the IRS Agreement. Net cash provided by operating activities for the year ended December 31, 2010 was impacted by a $250 million tax deposit made relating to United States federal tax liabilities, including those arising from our 2003 international restructuring, which were previously accrued in our consolidated financial statements. Also impacting net cash provided by operating activities during the year ended December 31, 2010 were cash payments of $71.0 million related to the settlement agreement with the State of Arizona and other states.
|
|
|
|
|
(h)
|
Capital expenditures include capitalization of contract costs, capitalization of purchased and developed software and purchases of property and equipment.
|
|
|
|
|
(i)
|
On February 11, 2014, the Board of Directors authorized $500 million of common stock repurchases through June 30, 2015, of which $11.9 million remains available as of December 31, 2014. On February 10, 2015, the Board of Directors authorized $1.2 billion of common stock repurchases through December 31, 2017. During the years ended December 31, 2014, 2013, 2012, 2011 and 2010, we repurchased 29.3 million, 25.7 million, 51.0 million, 40.3 million and 35.6 million shares, respectively.
|
|
|
|
|
(j)
|
Cash dividends per share declared quarterly by the Company's Board of Directors were as follows:
|
|
Year
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
2014
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
2013
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
2012
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.125
|
|
|
2011
|
|
$
|
0.07
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
2010
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.07
|
|
|
|
|
|
(k)
|
Consumer-to-Consumer transactions include Western Union, Vigo and Orlandi Valuta branded Consumer-to-Consumer money transfer services worldwide.
|
|
ITEM 7.
|
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, mobile devices, and account based money transfers.
|
|
•
|
Consumer-to-Business
- The Consumer-to-Business operating segment facilitates bill payments from consumers to businesses and other organizations, including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and other businesses. The
significant majority
of the segment's revenue was generated in the United States during all periods presented, with the remainder primarily generated in Argentina.
|
|
•
|
Business Solutions
- The Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations and individuals. The
majority
of the segment's business relates to exchanges of currency at the spot rate, which enables customers to make cross-currency payments. In addition, in certain countries, we write foreign currency forward and option contracts for customers to facilitate future payments.
|
|
•
|
Strengthening consumer money transfer
- We continue to implement key actions in our consumer money transfer business, including: expanding online money transfers, including through mobile devices; optimizing the performance and expansion of our distribution network; strengthening our customer relationships; improving our information technology systems; and enhancing our compliance capabilities. We also plan to continue connecting the cash and digital worlds for our consumers. Electronic channels delivered strong growth in 2014 and generated new customer acquisitions. We plan to accelerate usage in 2015 through added capabilities, enhanced value propositions and expanded reach. Money transfer services through electronic channels, which include online, account based, and mobile money transfer, combined were approximately 6% of consolidated revenue for the year ended
December 31, 2014
.
|
|
•
|
Expanding the reach and penetration of Western Union Business Solutions
- In Western Union Business Solutions, we are working to drive new customer acquisition and growth opportunities with existing customers through increased sales effectiveness and tailored product solutions for specific market segments. Business Solutions represented 7% of our consolidated revenue for the year ended December 31, 2014.
|
|
•
|
Generating and deploying cash flow for shareholders
- We currently expect to generate significant cash flow and anticipate continuing to return capital to our shareholders in 2015 through both dividends and share repurchases, subject to U.S. cash availability, targeted investment grade credit ratings, and other factors.
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Year Ended December 31,
|
|
2014
|
|
2013
|
||||||||||||
|
(in millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
vs. 2013
|
|
vs. 2012
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Transaction fees
|
$
|
4,083.6
|
|
|
$
|
4,065.8
|
|
|
$
|
4,210.0
|
|
|
0
|
%
|
|
(3
|
)%
|
|
Foreign exchange revenues
|
1,386.3
|
|
|
1,348.0
|
|
|
1,332.7
|
|
|
3
|
%
|
|
1
|
%
|
|||
|
Other revenues
|
137.3
|
|
|
128.2
|
|
|
122.1
|
|
|
7
|
%
|
|
5
|
%
|
|||
|
Total revenues
|
5,607.2
|
|
|
5,542.0
|
|
|
5,664.8
|
|
|
1
|
%
|
|
(2
|
)%
|
|||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cost of services
|
3,297.4
|
|
|
3,235.0
|
|
|
3,194.2
|
|
|
2
|
%
|
|
1
|
%
|
|||
|
Selling, general and administrative
|
1,169.3
|
|
|
1,199.6
|
|
|
1,140.6
|
|
|
(3
|
)%
|
|
5
|
%
|
|||
|
Total expenses
|
4,466.7
|
|
|
4,434.6
|
|
|
4,334.8
|
|
|
1
|
%
|
|
2
|
%
|
|||
|
Operating income
|
1,140.5
|
|
|
1,107.4
|
|
|
1,330.0
|
|
|
3
|
%
|
|
(17
|
)%
|
|||
|
Other income/(expense):
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest income
|
11.5
|
|
|
9.4
|
|
|
5.5
|
|
|
22
|
%
|
|
71
|
%
|
|||
|
Interest expense
|
(176.6
|
)
|
|
(195.6
|
)
|
|
(179.6
|
)
|
|
(10
|
)%
|
|
9
|
%
|
|||
|
Derivative gains/(losses), net
|
(2.2
|
)
|
|
(1.3
|
)
|
|
0.5
|
|
|
*
|
|
|
*
|
|
|||
|
Other income/(expense), net
|
(5.0
|
)
|
|
7.0
|
|
|
12.4
|
|
|
*
|
|
|
(44
|
)%
|
|||
|
Total other expense, net
|
(172.3
|
)
|
|
(180.5
|
)
|
|
(161.2
|
)
|
|
(5
|
)%
|
|
12
|
%
|
|||
|
Income before income taxes
|
968.2
|
|
|
926.9
|
|
|
1,168.8
|
|
|
4
|
%
|
|
(21
|
)%
|
|||
|
Provision for income taxes
|
115.8
|
|
|
128.5
|
|
|
142.9
|
|
|
(10
|
)%
|
|
(10
|
)%
|
|||
|
Net income
|
$
|
852.4
|
|
|
$
|
798.4
|
|
|
$
|
1,025.9
|
|
|
7
|
%
|
|
(22
|
)%
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
1.60
|
|
|
$
|
1.43
|
|
|
$
|
1.70
|
|
|
12
|
%
|
|
(16
|
)%
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
1.43
|
|
|
$
|
1.69
|
|
|
11
|
%
|
|
(15
|
)%
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
533.4
|
|
|
556.6
|
|
|
604.9
|
|
|
|
|
|
|||||
|
Diluted
|
536.8
|
|
|
559.7
|
|
|
607.4
|
|
|
|
|
|
|||||
|
*
|
Calculation not meaningful
|
|
•
|
The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
|
|
•
|
Corporate and other overhead is allocated to the segments primarily based on a percentage of the segments' revenue compared to total revenue.
|
|
•
|
Costs incurred for the review and closing of acquisitions are included in "Other."
|
|
•
|
All items not included in operating income are excluded from the segments.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Consumer-to-Consumer
|
80
|
%
|
|
80
|
%
|
|
81
|
%
|
|
Consumer-to-Business
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
Business Solutions
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
|
Other
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Year Ended December 31,
|
|
2014
|
|
2013
|
||||||||||||
|
(dollars and transactions in millions)
|
2014
|
|
2013
|
|
2012
|
|
vs. 2013
|
|
vs. 2012
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Transaction fees
|
$
|
3,421.8
|
|
|
$
|
3,396.1
|
|
|
$
|
3,545.6
|
|
|
1
|
%
|
|
(4
|
)%
|
|
Foreign exchange revenues
|
998.9
|
|
|
981.3
|
|
|
988.5
|
|
|
2
|
%
|
|
(1
|
)%
|
|||
|
Other revenues
|
65.1
|
|
|
56.2
|
|
|
50.2
|
|
|
16
|
%
|
|
12
|
%
|
|||
|
Total revenues
|
$
|
4,485.8
|
|
|
$
|
4,433.6
|
|
|
$
|
4,584.3
|
|
|
1
|
%
|
|
(3
|
)%
|
|
Operating income
|
$
|
1,050.4
|
|
|
$
|
1,030.4
|
|
|
$
|
1,266.9
|
|
|
2
|
%
|
|
(19
|
)%
|
|
Operating income margin
|
23
|
%
|
|
23
|
%
|
|
28
|
%
|
|
|
|
|
|||||
|
Key indicator:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Consumer-to-Consumer transactions
|
254.93
|
|
|
242.34
|
|
|
230.98
|
|
|
5
|
%
|
|
5
|
%
|
|||
|
|
Year Ended December 31,
|
|||||||||||||
|
|
Reported Growth
|
|
Foreign Exchange Translation Impact
|
|
Constant Currency Growth (a)
|
|||||||||
|
|
2014
|
2013
|
|
2014
|
2013
|
|
2014
|
2013
|
||||||
|
Consumer-to-Consumer revenue growth/(decline):
|
|
|
|
|
|
|
|
|
||||||
|
Europe and CIS
|
0
|
%
|
(4
|
)%
|
|
(1
|
)%
|
0
|
%
|
|
1
|
%
|
(4
|
)%
|
|
North America
|
1
|
%
|
(9
|
)%
|
|
0
|
%
|
0
|
%
|
|
1
|
%
|
(9
|
)%
|
|
Middle East and Africa
|
2
|
%
|
0
|
%
|
|
(1
|
)%
|
0
|
%
|
|
3
|
%
|
0
|
%
|
|
Asia Pacific ("APAC")
|
0
|
%
|
(3
|
)%
|
|
(2
|
)%
|
(1
|
)%
|
|
2
|
%
|
(2
|
)%
|
|
Latin America and the Caribbean ("LACA") (b)
|
(6
|
)%
|
(3
|
)%
|
|
(8
|
)%
|
(6
|
)%
|
|
2
|
%
|
3
|
%
|
|
westernunion.com
|
28
|
%
|
24
|
%
|
|
(1
|
)%
|
(1
|
)%
|
|
29
|
%
|
25
|
%
|
|
Total Consumer-to-Consumer revenue growth/(decline):
|
1
|
%
|
(3
|
)%
|
|
(2
|
)%
|
0
|
%
|
|
3
|
%
|
(3
|
)%
|
|
|
Year Ended December 31,
|
||||
|
|
2014
|
|
2013
|
||
|
Consumer-to-Consumer transaction growth/(decline):
|
|
|
|
||
|
Europe and CIS
|
9
|
%
|
|
4
|
%
|
|
North America
|
3
|
%
|
|
0
|
%
|
|
Middle East and Africa
|
3
|
%
|
|
7
|
%
|
|
APAC
|
1
|
%
|
|
6
|
%
|
|
LACA
|
3
|
%
|
|
(1
|
)%
|
|
westernunion.com
|
39
|
%
|
|
65
|
%
|
|
|
|
|
|
||
|
Consumer-to-Consumer revenue as a percentage of consolidated revenue:
|
|
|
|
||
|
Europe and CIS
|
21
|
%
|
|
21
|
%
|
|
North America
|
19
|
%
|
|
19
|
%
|
|
Middle East and Africa
|
16
|
%
|
|
16
|
%
|
|
APAC
|
12
|
%
|
|
12
|
%
|
|
LACA
|
8
|
%
|
|
9
|
%
|
|
westernunion.com
|
4
|
%
|
|
3
|
%
|
|
(a)
|
Constant currency revenue growth assumes that revenues denominated in foreign currencies are translated to the U.S. dollar, net of the effect of foreign currency hedges, at rates consistent with those in the prior year.
|
|
(b)
|
For the years ended December 31, 2014 and December 31, 2013 compared to the prior year, the foreign exchange translation impact is primarily the result of fluctuations in the exchange rate between the United States dollar and the Argentine peso and other South American currencies.
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Year Ended December 31,
|
|
2014
|
|
2013
|
||||||||||||
|
(dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
vs. 2013
|
|
vs. 2012
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Transaction fees
|
$
|
572.7
|
|
|
$
|
579.1
|
|
|
$
|
573.6
|
|
|
(1
|
)%
|
|
1
|
%
|
|
Foreign exchange and other revenues
|
26.1
|
|
|
29.4
|
|
|
30.3
|
|
|
(11
|
)%
|
|
(3
|
)%
|
|||
|
Total revenues
|
$
|
598.8
|
|
|
$
|
608.5
|
|
|
$
|
603.9
|
|
|
(2
|
)%
|
|
1
|
%
|
|
Operating income
|
$
|
98.7
|
|
|
$
|
121.9
|
|
|
$
|
137.6
|
|
|
(19
|
)%
|
|
(11
|
)%
|
|
Operating income margin
|
16
|
%
|
|
20
|
%
|
|
23
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Year Ended December 31,
|
|
2014
|
|
2013
|
||||||||||||
|
(dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
vs. 2013
|
|
vs. 2012
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign exchange revenues
|
$
|
363.1
|
|
|
$
|
355.5
|
|
|
$
|
332.0
|
|
|
2
|
%
|
|
7
|
%
|
|
Transaction fees and other revenues
|
41.5
|
|
|
37.4
|
|
|
35.4
|
|
|
11
|
%
|
|
6
|
%
|
|||
|
Total revenues
|
$
|
404.6
|
|
|
$
|
392.9
|
|
|
$
|
367.4
|
|
|
3
|
%
|
|
7
|
%
|
|
Operating loss
|
$
|
(12.1
|
)
|
|
$
|
(27.0
|
)
|
|
$
|
(54.8
|
)
|
|
*
|
|
|
*
|
|
|
Operating loss margin
|
(3
|
)%
|
|
(7
|
)%
|
|
(15
|
)%
|
|
|
|
|
|||||
|
*
|
Calculation not meaningful.
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Year Ended December 31,
|
|
2014
|
|
2013
|
||||||||||||
|
(dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
vs. 2013
|
|
vs. 2012
|
||||||||
|
Revenues
|
$
|
118.0
|
|
|
$
|
107.0
|
|
|
$
|
109.2
|
|
|
10
|
%
|
|
(2
|
)%
|
|
Operating income/(loss)
|
$
|
3.5
|
|
|
$
|
(17.9
|
)
|
|
$
|
(19.7
|
)
|
|
*
|
|
|
*
|
|
|
*
|
Calculation not meaningful.
|
|
Floating rate notes (effective rate of 1.2%) due 2015
|
$
|
250.0
|
|
|
2.375% notes due 2015 (a)
|
250.0
|
|
|
|
5.930% notes due 2016 (a)
|
1,000.0
|
|
|
|
2.875% notes (effective rate of 2.0%) due 2017
|
500.0
|
|
|
|
3.650% notes due 2018 (a)
|
400.0
|
|
|
|
3.350% notes due 2019 (a)
|
250.0
|
|
|
|
5.253% notes (effective rate of 4.6%) due 2020
|
324.9
|
|
|
|
6.200% notes due 2036 (a)
|
500.0
|
|
|
|
6.200% notes due 2040 (a)
|
250.0
|
|
|
|
Other borrowings
|
5.6
|
|
|
|
Total borrowings at par value
|
3,730.5
|
|
|
|
Fair value hedge accounting adjustments, net (b)
|
5.3
|
|
|
|
Unamortized discount, net
|
(15.4
|
)
|
|
|
Total borrowings at carrying value (c)
|
$
|
3,720.4
|
|
|
(a)
|
The difference between the stated interest rate and the effective interest rate is not significant.
|
|
(b)
|
We utilize interest rate swaps designated as fair value hedges to effectively change the interest rate payments on a portion of our notes from fixed-rate payments to short-term LIBOR-based variable rate payments in order to manage our 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 Consolidated Statements of Income over the life of the related notes, and cause the effective rate of interest to differ from the notes' stated rate.
|
|
(c)
|
As of December 31, 2014, our weighted-average effective rate on total borrowings was approximately 4.4%.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
|
Items related to amounts included on our balance sheet:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings, including interest (a)
|
$
|
5,141.0
|
|
|
$
|
659.4
|
|
|
$
|
1,759.3
|
|
|
$
|
802.2
|
|
|
$
|
1,920.1
|
|
|
IRS Agreement and related state tax payments (b)
|
100.0
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Estimated pension funding (c)
|
46.1
|
|
|
17.7
|
|
|
3.3
|
|
|
10.1
|
|
|
15.0
|
|
|||||
|
Unrecognized tax benefits (d)
|
108.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Foreign currency and interest rate derivative contracts (e)
|
317.1
|
|
|
300.4
|
|
|
15.8
|
|
|
0.9
|
|
|
—
|
|
|||||
|
Other (f)
|
18.7
|
|
|
13.4
|
|
|
3.4
|
|
|
1.5
|
|
|
0.4
|
|
|||||
|
Other Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Purchase obligations (g)
|
165.3
|
|
|
97.1
|
|
|
61.6
|
|
|
6.6
|
|
|
—
|
|
|||||
|
Operating leases
|
144.4
|
|
|
39.2
|
|
|
60.8
|
|
|
30.2
|
|
|
14.2
|
|
|||||
|
|
$
|
6,041.1
|
|
|
$
|
1,227.2
|
|
|
$
|
1,904.2
|
|
|
$
|
851.5
|
|
|
$
|
1,949.7
|
|
|
(a)
|
We have estimated our interest payments based on (i) the assumption that no debt issuances or renewals will occur upon the maturity dates of our notes and (ii) an estimate of future interest rates on our interest rate swap agreements based on projected LIBOR rates.
|
|
(b)
|
In December 2011, we reached an agreement with the IRS resolving substantially all of the issues related to the restructuring of our international operations in 2003. As a result of the IRS Agreement, we have made cash payments to the IRS and various state tax authorities of $94.1 million as of December 31, 2014. We have estimated that we will make payments of approximately $100 million in 2015 to cover the remaining portion of the additional tax and interest; however, certain of these payments may be made after 2015.
|
|
(c)
|
We have estimated our pension plan funding requirements, including interest, using assumptions that are consistent with current pension funding rates. The actual minimum required amounts each year will vary based on the actual discount rate and asset returns when the funding requirement is calculated.
|
|
(d)
|
Unrecognized tax benefits include associated interest and penalties. The timing of related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which are variable and outside our control.
|
|
(e)
|
Represents the liability position of our foreign currency and interest rate derivative contracts as of December 31, 2014, which will fluctuate based on market conditions.
|
|
(f)
|
This line item relates to accrued and unpaid initial payments for new and renewed agent contracts as of December 31, 2014.
|
|
(g)
|
Many of our contracts contain clauses that allow us to terminate the contract with notice and with a termination penalty. Termination penalties are generally an amount less than the original obligation. Obligations under certain contracts are usage-based and are, therefore, estimated in the above amounts. Historically, we have not had any significant defaults of our contractual obligations or incurred significant penalties for termination of our contractual obligations.
|
|
•
|
Cash Flow hedges - Cash flow hedges consist of foreign currency hedging of forecasted revenues, as well as hedges of the forecasted issuance of fixed rate debt. Derivative fair value changes that are captured in "Accumulated other comprehensive loss" are reclassified to earnings in the same period or periods the hedged item affects earnings, to the extent the instrument is effective in offsetting the change in cash flows attributable to the risk being hedged. The portions of the change in fair value that are either considered ineffective or are excluded from the measure of effectiveness are recognized immediately in "Derivative gains/(losses), net."
|
|
•
|
Fair Value hedges - Fair value hedges consist of hedges of fixed rate debt, through interest rate swaps. The changes in fair value of these hedges, along with offsetting changes in fair value of the related debt instrument attributable to changes in the benchmark interest rate, are recorded in "Interest expense."
|
|
|
/s/ Ernst & Young LLP
|
|
Denver, Colorado
|
|
|
February 20, 2015
|
|
|
|
/s/ Ernst & Young LLP
|
|
Denver, Colorado
|
|
|
February 20, 2015
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Transaction fees
|
$
|
4,083.6
|
|
|
$
|
4,065.8
|
|
|
$
|
4,210.0
|
|
|
Foreign exchange revenues
|
1,386.3
|
|
|
1,348.0
|
|
|
1,332.7
|
|
|||
|
Other revenues
|
137.3
|
|
|
128.2
|
|
|
122.1
|
|
|||
|
Total revenues
|
5,607.2
|
|
|
5,542.0
|
|
|
5,664.8
|
|
|||
|
Expenses:
|
|
|
|
|
|
||||||
|
Cost of services
|
3,297.4
|
|
|
3,235.0
|
|
|
3,194.2
|
|
|||
|
Selling, general and administrative
|
1,169.3
|
|
|
1,199.6
|
|
|
1,140.6
|
|
|||
|
Total expenses*
|
4,466.7
|
|
|
4,434.6
|
|
|
4,334.8
|
|
|||
|
Operating income
|
1,140.5
|
|
|
1,107.4
|
|
|
1,330.0
|
|
|||
|
Other income/(expense):
|
|
|
|
|
|
||||||
|
Interest income
|
11.5
|
|
|
9.4
|
|
|
5.5
|
|
|||
|
Interest expense
|
(176.6
|
)
|
|
(195.6
|
)
|
|
(179.6
|
)
|
|||
|
Derivative gains/(losses), net
|
(2.2
|
)
|
|
(1.3
|
)
|
|
0.5
|
|
|||
|
Other income/(expense), net
|
(5.0
|
)
|
|
7.0
|
|
|
12.4
|
|
|||
|
Total other expense, net
|
(172.3
|
)
|
|
(180.5
|
)
|
|
(161.2
|
)
|
|||
|
Income before income taxes
|
968.2
|
|
|
926.9
|
|
|
1,168.8
|
|
|||
|
Provision for income taxes
|
115.8
|
|
|
128.5
|
|
|
142.9
|
|
|||
|
Net income
|
$
|
852.4
|
|
|
$
|
798.4
|
|
|
$
|
1,025.9
|
|
|
Earnings per share:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
1.60
|
|
|
$
|
1.43
|
|
|
$
|
1.70
|
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
1.43
|
|
|
$
|
1.69
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
|
Basic
|
533.4
|
|
|
556.6
|
|
|
604.9
|
|
|||
|
Diluted
|
536.8
|
|
|
559.7
|
|
|
607.4
|
|
|||
|
Cash dividends declared per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.425
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net income
|
$
|
852.4
|
|
|
$
|
798.4
|
|
|
$
|
1,025.9
|
|
|
Other comprehensive income/(loss), net of tax (Note 13):
|
|
|
|
|
|
||||||
|
Unrealized gains/(losses) on investment securities
|
4.8
|
|
|
(3.6
|
)
|
|
2.8
|
|
|||
|
Unrealized gains/(losses) on hedging activities
|
81.6
|
|
|
(11.1
|
)
|
|
(27.0
|
)
|
|||
|
Foreign currency translation adjustments
|
(27.6
|
)
|
|
(13.1
|
)
|
|
(2.2
|
)
|
|||
|
Defined benefit pension plan adjustments
|
(8.7
|
)
|
|
11.4
|
|
|
(7.7
|
)
|
|||
|
Total other comprehensive income/(loss)
|
50.1
|
|
|
(16.4
|
)
|
|
(34.1
|
)
|
|||
|
Comprehensive income
|
$
|
902.5
|
|
|
$
|
782.0
|
|
|
$
|
991.8
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
1,783.2
|
|
|
$
|
2,073.1
|
|
|
Settlement assets
|
3,313.7
|
|
|
3,270.4
|
|
||
|
Property and equipment, net of accumulated depreciation of $478.5 and $428.6, respectively
|
206.4
|
|
|
209.9
|
|
||
|
Goodwill
|
3,169.2
|
|
|
3,172.0
|
|
||
|
Other intangible assets, net of accumulated amortization of $820.0 and $672.3, respectively
|
748.1
|
|
|
833.8
|
|
||
|
Other assets
|
669.8
|
|
|
562.1
|
|
||
|
Total assets
|
$
|
9,890.4
|
|
|
$
|
10,121.3
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
|
Liabilities:
|
|
|
|
||||
|
Accounts payable and accrued liabilities
|
$
|
600.4
|
|
|
$
|
638.9
|
|
|
Settlement obligations
|
3,313.7
|
|
|
3,270.4
|
|
||
|
Income taxes payable
|
166.3
|
|
|
216.9
|
|
||
|
Deferred tax liability, net
|
305.0
|
|
|
319.2
|
|
||
|
Borrowings
|
3,720.4
|
|
|
4,213.0
|
|
||
|
Other liabilities
|
484.2
|
|
|
358.2
|
|
||
|
Total liabilities
|
8,590.0
|
|
|
9,016.6
|
|
||
|
|
|
|
|
||||
|
Commitments and contingencies (Note 5)
|
|
|
|
||||
|
|
|
|
|
||||
|
Stockholders' equity:
|
|
|
|
||||
|
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value; 2,000 shares authorized; 521.5 shares and 548.8 shares issued and outstanding as of December 31, 2014 and 2013, respectively
|
5.2
|
|
|
5.5
|
|
||
|
Capital surplus
|
445.4
|
|
|
390.9
|
|
||
|
Retained earnings
|
968.7
|
|
|
877.3
|
|
||
|
Accumulated other comprehensive loss
|
(118.9
|
)
|
|
(169.0
|
)
|
||
|
Total stockholders' equity
|
1,300.4
|
|
|
1,104.7
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
9,890.4
|
|
|
$
|
10,121.3
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Cash flows from operating activities
|
|
|
|
|
|
||||||
|
Net income
|
$
|
852.4
|
|
|
$
|
798.4
|
|
|
$
|
1,025.9
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation
|
66.6
|
|
|
64.2
|
|
|
61.7
|
|
|||
|
Amortization
|
205.3
|
|
|
198.6
|
|
|
184.4
|
|
|||
|
Deferred income tax benefit
|
(26.8
|
)
|
|
(39.3
|
)
|
|
(35.2
|
)
|
|||
|
Other non-cash items, net
|
49.5
|
|
|
53.3
|
|
|
77.2
|
|
|||
|
Increase/(decrease) in cash, excluding the effects of acquisitions, resulting from changes in:
|
|
|
|
|
|
||||||
|
Other assets
|
(31.1
|
)
|
|
(55.4
|
)
|
|
(27.8
|
)
|
|||
|
Accounts payable and accrued liabilities
|
(29.4
|
)
|
|
81.1
|
|
|
9.3
|
|
|||
|
Income taxes payable (Note 10)
|
(39.3
|
)
|
|
3.4
|
|
|
(79.9
|
)
|
|||
|
Other liabilities
|
(1.3
|
)
|
|
(15.7
|
)
|
|
(30.3
|
)
|
|||
|
Net cash provided by operating activities
|
1,045.9
|
|
|
1,088.6
|
|
|
1,185.3
|
|
|||
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
|
Capitalization of contract costs
|
(73.1
|
)
|
|
(119.3
|
)
|
|
(174.9
|
)
|
|||
|
Capitalization of purchased and developed software
|
(38.1
|
)
|
|
(41.8
|
)
|
|
(32.4
|
)
|
|||
|
Purchases of property and equipment
|
(67.8
|
)
|
|
(80.2
|
)
|
|
(60.9
|
)
|
|||
|
Purchases of non-settlement related investments
|
—
|
|
|
(100.0
|
)
|
|
—
|
|
|||
|
Proceeds from sale of non-settlement related investments
|
100.2
|
|
|
—
|
|
|
—
|
|
|||
|
Acquisition of businesses, net (Note 4)
|
(10.6
|
)
|
|
—
|
|
|
10.0
|
|
|||
|
Net cash used in investing activities
|
(89.4
|
)
|
|
(341.3
|
)
|
|
(258.2
|
)
|
|||
|
Cash flows from financing activities
|
|
|
|
|
|
||||||
|
Proceeds from exercise of options
|
14.2
|
|
|
28.9
|
|
|
53.4
|
|
|||
|
Cash dividends paid
|
(265.2
|
)
|
|
(277.2
|
)
|
|
(254.2
|
)
|
|||
|
Common stock repurchased (Note 13)
|
(495.4
|
)
|
|
(399.7
|
)
|
|
(766.5
|
)
|
|||
|
Net repayments of commercial paper
|
—
|
|
|
—
|
|
|
(297.0
|
)
|
|||
|
Net proceeds from issuance of borrowings
|
—
|
|
|
497.3
|
|
|
742.8
|
|
|||
|
Principal payments on borrowings
|
(500.0
|
)
|
|
(300.0
|
)
|
|
—
|
|
|||
|
Net cash used in financing activities
|
(1,246.4
|
)
|
|
(450.7
|
)
|
|
(521.5
|
)
|
|||
|
Net change in cash and cash equivalents
|
(289.9
|
)
|
|
296.6
|
|
|
405.6
|
|
|||
|
Cash and cash equivalents at beginning of year
|
2,073.1
|
|
|
1,776.5
|
|
|
1,370.9
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
1,783.2
|
|
|
$
|
2,073.1
|
|
|
$
|
1,776.5
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
|
Interest paid
|
$
|
170.8
|
|
|
$
|
193.7
|
|
|
$
|
181.8
|
|
|
Income taxes paid (Note 10)
|
$
|
179.4
|
|
|
$
|
158.0
|
|
|
$
|
257.1
|
|
|
|
|
|
Capital Surplus
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
Balance, December 31, 2011
|
619.4
|
|
|
$
|
6.2
|
|
|
$
|
247.1
|
|
|
$
|
760.0
|
|
|
$
|
(118.5
|
)
|
|
$
|
894.8
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,025.9
|
|
|
—
|
|
|
1,025.9
|
|
|||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
34.0
|
|
|
—
|
|
|
—
|
|
|
34.0
|
|
|||||
|
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(254.2
|
)
|
|
—
|
|
|
(254.2
|
)
|
|||||
|
Repurchase and retirement of common shares
|
(51.3
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(777.0
|
)
|
|
—
|
|
|
(777.5
|
)
|
|||||
|
Shares issued under stock-based compensation plans
|
4.0
|
|
|
—
|
|
|
51.9
|
|
|
—
|
|
|
—
|
|
|
51.9
|
|
|||||
|
Tax adjustments from employee stock option plans
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
|
Unrealized gains on investment securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
2.8
|
|
|||||
|
Unrealized losses on hedging activities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.0
|
)
|
|
(27.0
|
)
|
|||||
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||||
|
Defined benefit pension plan adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
(7.7
|
)
|
|||||
|
Balance, December 31, 2012
|
572.1
|
|
|
5.7
|
|
|
332.8
|
|
|
754.7
|
|
|
(152.6
|
)
|
|
940.6
|
|
|||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
798.4
|
|
|
—
|
|
|
798.4
|
|
|||||
|
Stock-based compensation and other
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
|||||
|
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(277.2
|
)
|
|
—
|
|
|
(277.2
|
)
|
|||||
|
Repurchase and retirement of common shares
|
(26.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(398.6
|
)
|
|
—
|
|
|
(398.8
|
)
|
|||||
|
Shares issued under stock-based compensation plans
|
2.8
|
|
|
—
|
|
|
28.6
|
|
|
—
|
|
|
—
|
|
|
28.6
|
|
|||||
|
Tax adjustments from employee stock option plans
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|||||
|
Unrealized losses on investment securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|||||
|
Unrealized losses on hedging activities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||||
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|
(13.1
|
)
|
|||||
|
Defined benefit pension plan adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
11.4
|
|
|||||
|
Balance, December 31, 2013
|
548.8
|
|
|
5.5
|
|
|
390.9
|
|
|
877.3
|
|
|
(169.0
|
)
|
|
1,104.7
|
|
|||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
852.4
|
|
|
—
|
|
|
852.4
|
|
|||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
39.7
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|||||
|
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(265.2
|
)
|
|
—
|
|
|
(265.2
|
)
|
|||||
|
Repurchase and retirement of common shares
|
(29.8
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(495.8
|
)
|
|
—
|
|
|
(496.1
|
)
|
|||||
|
Shares issued under stock-based compensation plans
|
2.5
|
|
|
—
|
|
|
14.8
|
|
|
—
|
|
|
—
|
|
|
14.8
|
|
|||||
|
Unrealized gains on investment securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
4.8
|
|
|||||
|
Unrealized gains on hedging activities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81.6
|
|
|
81.6
|
|
|||||
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.6
|
)
|
|
(27.6
|
)
|
|||||
|
Defined benefit pension plan adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|
(8.7
|
)
|
|||||
|
Balance, December 31, 2014
|
521.5
|
|
|
$
|
5.2
|
|
|
$
|
445.4
|
|
|
$
|
968.7
|
|
|
$
|
(118.9
|
)
|
|
$
|
1,300.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
•
|
Consumer-to-Consumer - The Consumer-to-Consumer operating segment facilitates money transfers between two consumers, primarily through a network of third-party agents. The Company's multi-currency, real-time money transfer service is viewed by the Company as one interconnected global network where a money transfer can be sent from one location to another, around the world. This service is available for international cross-border transfers - that is, the transfer of funds from one country to another - and, in certain countries, intra-country transfers - that is, money transfers from one location to another in the same country. This segment also includes money transfer transactions that can be initiated through websites, mobile devices, and account based money transfers.
|
|
•
|
Consumer-to-Business - The Consumer-to-Business operating segment facilitates bill payments from consumers to businesses and other organizations, including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and other businesses. The
significant majority
of the segment's revenue was generated in the United States during all periods presented, with the remainder primarily generated in Argentina.
|
|
•
|
Business Solutions - The Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations and individuals. The
majority
of the segment's business relates to exchanges of currency at the spot rate which enables customers to make cross-currency payments. In addition, in certain countries, the Company writes foreign currency forward and option contracts for customers to facilitate future payments.
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Basic weighted-average shares outstanding
|
533.4
|
|
|
556.6
|
|
|
604.9
|
|
|
Common stock equivalents
|
3.4
|
|
|
3.1
|
|
|
2.5
|
|
|
Diluted weighted-average shares outstanding
|
536.8
|
|
|
559.7
|
|
|
607.4
|
|
|
•
|
Level 1:
Quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2:
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For most of these assets, the Company utilizes pricing services that use multiple prices as inputs to determine daily market values. In addition, the Trust has other investments that fall within Level 2 that are valued at net asset value which is not quoted on an active market; however, the unit price is based on underlying investments which are traded on an active market. The individual redemption restrictions of Trust investments measured at net asset value are also considered when determining whether Level 2 classification is appropriate.
|
|
•
|
Level 3:
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include items where the determination of fair value requires significant management judgment or estimation. The Company has Level 3 assets that are recognized and disclosed at fair value on a non-recurring basis related to the Company's business combinations, where the values of the intangible assets and goodwill acquired in a purchase are derived utilizing one of the three recognized approaches: the market approach, the income approach or the cost approach.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Settlement assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
834.3
|
|
|
$
|
538.6
|
|
|
Receivables from selling agents and Business Solutions customers
|
1,006.9
|
|
|
981.3
|
|
||
|
Investment securities
|
1,472.5
|
|
|
1,750.5
|
|
||
|
|
$
|
3,313.7
|
|
|
$
|
3,270.4
|
|
|
Settlement obligations:
|
|
|
|
||||
|
Money transfer, money order and payment service payables
|
$
|
2,356.7
|
|
|
$
|
2,376.6
|
|
|
Payables to agents
|
957.0
|
|
|
893.8
|
|
||
|
|
$
|
3,313.7
|
|
|
$
|
3,270.4
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Equipment
|
$
|
464.6
|
|
|
$
|
416.1
|
|
|
Buildings
|
87.8
|
|
|
82.3
|
|
||
|
Leasehold improvements
|
81.1
|
|
|
80.3
|
|
||
|
Furniture and fixtures
|
32.2
|
|
|
33.3
|
|
||
|
Land and improvements
|
17.0
|
|
|
16.9
|
|
||
|
Projects in process
|
2.2
|
|
|
9.6
|
|
||
|
|
684.9
|
|
|
638.5
|
|
||
|
Less accumulated depreciation
|
(478.5
|
)
|
|
(428.6
|
)
|
||
|
Property and equipment, net
|
$
|
206.4
|
|
|
$
|
209.9
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||||||||||
|
|
|
Weighted-
Average
Amortization
Period
(in years)
|
|
Initial Cost
|
|
Net of
Accumulated
Amortization
|
|
Initial Cost
|
|
Net of
Accumulated
Amortization
|
|||||||||
|
Acquired contracts
|
|
11.4
|
|
$
|
630.8
|
|
|
$
|
374.9
|
|
|
$
|
632.0
|
|
|
$
|
414.3
|
|
|
|
Capitalized contract costs
|
|
5.6
|
|
559.6
|
|
|
276.6
|
|
|
528.5
|
|
|
315.2
|
|
|||||
|
Internal use software
|
|
3.3
|
|
301.6
|
|
|
60.1
|
|
|
264.9
|
|
|
65.1
|
|
|||||
|
Acquired trademarks
|
|
24.5
|
|
36.4
|
|
|
22.7
|
|
|
38.0
|
|
|
25.3
|
|
|||||
|
Projects in process
|
|
3.0
|
|
12.2
|
|
|
12.2
|
|
|
9.6
|
|
|
9.6
|
|
|||||
|
Other intangibles
|
|
3.9
|
|
27.5
|
|
|
1.6
|
|
|
33.1
|
|
|
4.3
|
|
|||||
|
Total other intangible assets
|
|
7.9
|
|
$
|
1,568.1
|
|
|
$
|
748.1
|
|
|
$
|
1,506.1
|
|
|
$
|
833.8
|
|
|
|
•
|
Cash Flow hedges - Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded in "Accumulated other comprehensive loss." Cash flow hedges consist of foreign currency hedging of forecasted revenues, as well as hedges of the forecasted issuance of fixed rate debt. Derivative fair value changes that are captured in "Accumulated other comprehensive loss" are reclassified to earnings in the same period or periods the hedged item affects earnings, to the extent the instrument is effective in offsetting the change in cash flows attributable to the risk being hedged. The portions of the change in fair value that are either considered ineffective or are excluded from the measure of effectiveness are recognized immediately in "Derivative gains/(losses), net."
|
|
•
|
Fair Value hedges - Changes in the fair value of derivatives that are designated as fair value hedges of fixed rate debt are recorded in "Interest expense." The offsetting change in value of the related debt instrument attributable to changes in the benchmark interest rate is also recorded in "Interest expense."
|
|
•
|
Undesignated - Derivative contracts entered into to reduce the variability related to (a) money transfer settlement assets and obligations, generally with maturities from a few days up to one month, and (b) certain foreign currency denominated cash and other asset and liability positions, typically with maturities of less than one year at inception, are not designated as hedges for accounting purposes and changes in their fair value are included in "Selling, general and administrative." The Company is also exposed to risk from derivative contracts written to its customers arising from its cross-currency Business Solutions payments operations. The duration of these derivative contracts at inception is generally less than one year. The Company aggregates its Business Solutions payments foreign currency exposures arising from customer contracts, including the derivative contracts described above, and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties (economic hedge contracts) as part of a broader foreign currency portfolio, including significant spot exchanges of currency in addition to forwards and options. The changes in fair value related to these contracts are recorded in "Foreign exchange revenues."
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Cost of services
|
$
|
11.6
|
|
|
$
|
24.3
|
|
|
$
|
5.5
|
|
|
Selling, general and administrative
|
18.7
|
|
|
32.6
|
|
|
25.4
|
|
|||
|
Total expenses, pre-tax
|
$
|
30.3
|
|
|
$
|
56.9
|
|
|
$
|
30.9
|
|
|
Total expenses, net of tax
|
$
|
20.2
|
|
|
$
|
40.2
|
|
|
$
|
20.2
|
|
|
|
|
Consumer-to-Consumer
|
|
Consumer-to-Business
|
|
Business Solutions
|
|
Other
|
|
Total
|
||||||||||
|
2012 expenses
|
|
$
|
20.9
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
30.9
|
|
|
2013 expenses
|
|
43.8
|
|
|
5.4
|
|
|
3.6
|
|
|
4.1
|
|
|
56.9
|
|
|||||
|
2014 expenses
|
|
15.7
|
|
|
6.7
|
|
|
7.3
|
|
|
0.6
|
|
|
30.3
|
|
|||||
|
|
Consumer-to-Consumer
|
|
Consumer-to-Business
|
|
Business Solutions
|
|
Other
|
|
Total
|
||||||||||
|
January 1, 2013 balance
|
$
|
1,947.7
|
|
|
$
|
221.1
|
|
|
$
|
996.0
|
|
|
$
|
14.9
|
|
|
$
|
3,179.7
|
|
|
Currency translation
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(7.7
|
)
|
|||||
|
December 31, 2013 balance
|
$
|
1,947.7
|
|
|
$
|
214.7
|
|
|
$
|
996.0
|
|
|
$
|
13.6
|
|
|
$
|
3,172.0
|
|
|
Acquisitions
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
|
Currency translation
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(5.2
|
)
|
|||||
|
December 31, 2014 balance
|
$
|
1,950.1
|
|
|
$
|
209.7
|
|
|
$
|
996.0
|
|
|
$
|
13.4
|
|
|
$
|
3,169.2
|
|
|
December 31, 2014
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains/ (Losses)
|
||||||||||
|
Settlement assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
State and municipal debt securities (a)
|
$
|
1,024.2
|
|
|
$
|
1,038.1
|
|
|
$
|
15.1
|
|
|
$
|
(1.2
|
)
|
|
$
|
13.9
|
|
|
State and municipal variable rate demand notes
|
316.8
|
|
|
316.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Corporate and other debt securities
|
70.5
|
|
|
70.5
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||||
|
Short-term state and municipal bond mutual fund
|
47.1
|
|
|
47.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
1,458.6
|
|
|
$
|
1,472.5
|
|
|
$
|
15.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
13.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2013
|
Amortized
Cost
|
|
Fair
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Net
Unrealized
Gains/ (Losses)
|
||||||||||
|
Settlement assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
State and municipal debt securities (a)
|
$
|
868.1
|
|
|
$
|
874.2
|
|
|
$
|
7.8
|
|
|
$
|
(1.7
|
)
|
|
$
|
6.1
|
|
|
State and municipal variable rate demand notes
|
865.0
|
|
|
865.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other debt securities
|
11.2
|
|
|
11.3
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
|
|
$
|
1,744.3
|
|
|
$
|
1,750.5
|
|
|
$
|
7.9
|
|
|
$
|
(1.7
|
)
|
|
$
|
6.2
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Short-term taxable bond mutual fund
|
100.0
|
|
|
100.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
|
$
|
1,844.3
|
|
|
$
|
1,850.7
|
|
|
$
|
8.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
6.4
|
|
|
(a)
|
The majority of these securities are fixed rate instruments.
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
Due within 1 year
|
$
|
150.5
|
|
|
$
|
151.1
|
|
|
Due after 1 year through 5 years
|
556.0
|
|
|
558.7
|
|
||
|
Due after 5 years through 10 years
|
383.1
|
|
|
393.7
|
|
||
|
Due after 10 years
|
321.9
|
|
|
321.9
|
|
||
|
|
$
|
1,411.5
|
|
|
$
|
1,425.4
|
|
|
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
|
December 31, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Settlement assets:
|
|
|
|
|
|
|
|
||||||||
|
State and municipal debt securities
|
$
|
—
|
|
|
$
|
1,038.1
|
|
|
$
|
—
|
|
|
$
|
1,038.1
|
|
|
State and municipal variable rate demand notes
|
—
|
|
|
316.8
|
|
|
—
|
|
|
316.8
|
|
||||
|
Corporate and other debt securities
|
—
|
|
|
70.5
|
|
|
—
|
|
|
70.5
|
|
||||
|
Short-term state and municipal bond mutual fund
|
47.1
|
|
|
—
|
|
|
—
|
|
|
47.1
|
|
||||
|
Other assets:
|
|
|
|
|
|
|
|
||||||||
|
Derivatives
|
—
|
|
|
423.0
|
|
|
—
|
|
|
423.0
|
|
||||
|
Total assets
|
$
|
47.1
|
|
|
$
|
1,848.4
|
|
|
$
|
—
|
|
|
$
|
1,895.5
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Notes and other borrowings
|
$
|
—
|
|
|
$
|
3,890.5
|
|
|
$
|
—
|
|
|
$
|
3,890.5
|
|
|
Derivatives
|
—
|
|
|
317.1
|
|
|
—
|
|
|
317.1
|
|
||||
|
Total liabilities
|
$
|
—
|
|
|
$
|
4,207.6
|
|
|
$
|
—
|
|
|
$
|
4,207.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fair Value Measurement Using
|
|
Assets/
Liabilities at
Fair
Value
|
||||||||||||
|
December 31, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Settlement assets:
|
|
|
|
|
|
|
|
||||||||
|
State and municipal debt securities
|
$
|
—
|
|
|
$
|
874.2
|
|
|
$
|
—
|
|
|
$
|
874.2
|
|
|
State and municipal variable rate demand notes
|
—
|
|
|
865.0
|
|
|
—
|
|
|
865.0
|
|
||||
|
Other debt securities
|
—
|
|
|
11.3
|
|
|
—
|
|
|
11.3
|
|
||||
|
Other assets:
|
|
|
|
|
|
|
|
||||||||
|
Short-term taxable bond mutual fund
|
100.2
|
|
|
—
|
|
|
—
|
|
|
100.2
|
|
||||
|
Derivatives
|
—
|
|
|
224.3
|
|
|
—
|
|
|
224.3
|
|
||||
|
Total assets
|
$
|
100.2
|
|
|
$
|
1,974.8
|
|
|
$
|
—
|
|
|
$
|
2,075.0
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Notes and other borrowings
|
$
|
—
|
|
|
$
|
4,343.2
|
|
|
$
|
—
|
|
|
$
|
4,343.2
|
|
|
Derivatives
|
—
|
|
|
223.4
|
|
|
—
|
|
|
223.4
|
|
||||
|
Total liabilities
|
$
|
—
|
|
|
$
|
4,566.6
|
|
|
$
|
—
|
|
|
$
|
4,566.6
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Other assets:
|
|
|
|
||||
|
Derivatives
|
$
|
423.0
|
|
|
$
|
224.3
|
|
|
Short-term taxable bond mutual fund (Note 7)
|
—
|
|
|
100.2
|
|
||
|
Prepaid expenses
|
63.0
|
|
|
69.0
|
|
||
|
Amounts advanced to agents, net of discounts
|
45.2
|
|
|
41.8
|
|
||
|
Equity method investments
|
41.6
|
|
|
41.0
|
|
||
|
Other
|
97.0
|
|
|
85.8
|
|
||
|
Total other assets
|
$
|
669.8
|
|
|
$
|
562.1
|
|
|
Other liabilities:
|
|
|
|
||||
|
Derivatives
|
$
|
317.1
|
|
|
$
|
223.4
|
|
|
Pension obligations
|
74.9
|
|
|
70.4
|
|
||
|
Other
|
92.2
|
|
|
64.4
|
|
||
|
Total other liabilities
|
$
|
484.2
|
|
|
$
|
358.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Domestic
|
$
|
34.7
|
|
|
$
|
(28.4
|
)
|
|
$
|
94.8
|
|
|
Foreign
|
933.5
|
|
|
955.3
|
|
|
1,074.0
|
|
|||
|
|
$
|
968.2
|
|
|
$
|
926.9
|
|
|
$
|
1,168.8
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Federal
|
$
|
57.0
|
|
|
$
|
88.3
|
|
|
$
|
92.5
|
|
|
State and local
|
4.9
|
|
|
(3.7
|
)
|
|
(14.8
|
)
|
|||
|
Foreign
|
53.9
|
|
|
43.9
|
|
|
65.2
|
|
|||
|
|
$
|
115.8
|
|
|
$
|
128.5
|
|
|
$
|
142.9
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State income taxes, net of federal income tax benefits
|
0.6
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|
Foreign rate differential, net of U.S. tax paid on foreign earnings (4.3%, 9.2% and 5.1%, respectively)
|
(24.0
|
)%
|
|
(22.9
|
)%
|
|
(22.5
|
)%
|
|
Other
|
0.4
|
%
|
|
1.1
|
%
|
|
(0.9
|
)%
|
|
Effective tax rate
|
12.0
|
%
|
|
13.9
|
%
|
|
12.2
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal
|
$
|
76.1
|
|
|
$
|
86.1
|
|
|
$
|
117.2
|
|
|
State and local
|
4.7
|
|
|
8.1
|
|
|
(2.5
|
)
|
|||
|
Foreign
|
61.8
|
|
|
73.6
|
|
|
63.4
|
|
|||
|
Total current taxes
|
142.6
|
|
|
167.8
|
|
|
178.1
|
|
|||
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal
|
(19.1
|
)
|
|
2.2
|
|
|
(24.7
|
)
|
|||
|
State and local
|
0.2
|
|
|
(11.8
|
)
|
|
(12.3
|
)
|
|||
|
Foreign
|
(7.9
|
)
|
|
(29.7
|
)
|
|
1.8
|
|
|||
|
Total deferred taxes
|
(26.8
|
)
|
|
(39.3
|
)
|
|
(35.2
|
)
|
|||
|
|
$
|
115.8
|
|
|
$
|
128.5
|
|
|
$
|
142.9
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Deferred tax assets related to:
|
|
|
|
||||
|
Reserves, accrued expenses and employee-related items
|
$
|
81.8
|
|
|
$
|
57.0
|
|
|
Tax attribute carryovers
|
41.0
|
|
|
22.3
|
|
||
|
Pension obligations
|
26.7
|
|
|
25.6
|
|
||
|
Intangibles, property and equipment
|
12.1
|
|
|
14.9
|
|
||
|
Other
|
13.6
|
|
|
29.7
|
|
||
|
Valuation allowance
|
(46.6
|
)
|
|
(16.4
|
)
|
||
|
Total deferred tax assets
|
128.6
|
|
|
133.1
|
|
||
|
Deferred tax liabilities related to:
|
|
|
|
||||
|
Intangibles, property and equipment
|
428.1
|
|
|
449.2
|
|
||
|
Other
|
5.5
|
|
|
3.1
|
|
||
|
Total deferred tax liabilities
|
433.6
|
|
|
452.3
|
|
||
|
Net deferred tax liability
|
$
|
305.0
|
|
|
$
|
319.2
|
|
|
|
2014
|
|
2013
|
||||
|
Balance as of January 1,
|
$
|
117.5
|
|
|
$
|
103.2
|
|
|
Increases - positions taken in current period (a)
|
12.2
|
|
|
18.5
|
|
||
|
Increases - positions taken in prior periods (b)
|
5.7
|
|
|
15.6
|
|
||
|
Decreases - positions taken in prior periods
|
(23.9
|
)
|
|
(8.7
|
)
|
||
|
Decreases - settlements with taxing authorities
|
(8.1
|
)
|
|
(4.1
|
)
|
||
|
Decreases - lapse of applicable statute of limitations
|
(7.2
|
)
|
|
(7.0
|
)
|
||
|
Decreases - effects of foreign currency exchange rates
|
(2.8
|
)
|
|
—
|
|
||
|
Balance as of December 31,
|
$
|
93.4
|
|
|
$
|
117.5
|
|
|
(a)
|
Includes recurring accruals for issues which initially arose in previous periods.
|
|
(b)
|
Changes to positions taken in prior periods relate to changes in estimates used to calculate prior period unrecognized tax benefits.
|
|
|
2014
|
|
2013
|
||||
|
Change in projected benefit obligation:
|
|
|
|
||||
|
Projected benefit obligation as of January 1,
|
$
|
366.2
|
|
|
$
|
418.8
|
|
|
Interest cost
|
13.6
|
|
|
12.1
|
|
||
|
Actuarial loss/(gain)
|
35.8
|
|
|
(25.4
|
)
|
||
|
Benefits paid
|
(37.8
|
)
|
|
(39.3
|
)
|
||
|
Projected benefit obligation as of December 31,
|
$
|
377.8
|
|
|
$
|
366.2
|
|
|
Change in plan assets:
|
|
|
|
|
|||
|
Fair value of plan assets as of January 1,
|
$
|
295.8
|
|
|
$
|
316.7
|
|
|
Actual return on plan assets
|
31.7
|
|
|
2.7
|
|
||
|
Benefits paid
|
(37.8
|
)
|
|
(39.3
|
)
|
||
|
Company contributions
|
13.2
|
|
|
15.7
|
|
||
|
Fair value of plan assets as of December 31,
|
302.9
|
|
|
295.8
|
|
||
|
Funded status of the Plan as of December 31,
|
$
|
(74.9
|
)
|
|
$
|
(70.4
|
)
|
|
Accumulated benefit obligation as of December 31,
|
$
|
377.8
|
|
|
$
|
366.2
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Accrued benefit liability
|
$
|
(74.9
|
)
|
|
$
|
(70.4
|
)
|
|
Accumulated other comprehensive loss (pre-tax)
|
200.9
|
|
|
187.0
|
|
||
|
Net amount recognized
|
$
|
126.0
|
|
|
$
|
116.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Interest cost
|
$
|
13.6
|
|
|
$
|
12.1
|
|
|
$
|
14.7
|
|
|
Expected return on plan assets
|
(20.2
|
)
|
|
(20.7
|
)
|
|
(20.8
|
)
|
|||
|
Amortization of actuarial loss
|
10.4
|
|
|
12.4
|
|
|
10.5
|
|
|||
|
Net periodic benefit cost
|
$
|
3.8
|
|
|
$
|
3.8
|
|
|
$
|
4.4
|
|
|
|
2014
|
|
2013
|
||
|
Discount rate
|
3.27
|
%
|
|
3.91
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Discount rate
|
3.91
|
%
|
|
3.03
|
%
|
|
3.72
|
%
|
|
Expected long-term return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
|
Percentage of Plan Assets
as of Measurement Date
|
||||
|
Asset Class
|
2014
|
|
2013
|
||
|
Equity investments
|
17
|
%
|
|
18
|
%
|
|
Debt securities
|
63
|
%
|
|
59
|
%
|
|
Alternative investments
|
20
|
%
|
|
23
|
%
|
|
|
Target Allocation
|
|
Equity investments
|
20%
|
|
Debt securities
|
60%
|
|
Alternative investments
|
20%
|
|
December 31, 2014
|
Fair Value Measurement Using
|
|
Total Assets
|
||||||||||||
|
Asset Class
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
at Fair Value
|
||||||||
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
|
Domestic
|
$
|
26.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.8
|
|
|
International (a)
|
1.5
|
|
|
24.0
|
|
|
—
|
|
|
25.5
|
|
||||
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Corporate debt (b)
|
—
|
|
|
132.9
|
|
|
—
|
|
|
132.9
|
|
||||
|
U.S. treasury bonds
|
44.8
|
|
|
—
|
|
|
—
|
|
|
44.8
|
|
||||
|
State and municipal debt securities
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||
|
Other
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
||||
|
Alternative investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Hedge funds (c)
|
—
|
|
|
31.9
|
|
|
—
|
|
|
31.9
|
|
||||
|
Royalty rights and private equity (d)
|
—
|
|
|
—
|
|
|
28.5
|
|
|
28.5
|
|
||||
|
Total investments of the Trust at fair value
|
$
|
73.1
|
|
|
$
|
198.8
|
|
|
$
|
28.5
|
|
|
$
|
300.4
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
2.5
|
|
||||
|
Total investments of the Trust
|
$
|
73.1
|
|
|
$
|
198.8
|
|
|
$
|
28.5
|
|
|
$
|
302.9
|
|
|
December 31, 2013
|
Fair Value Measurement Using
|
|
Total Assets
|
||||||||||||
|
Asset Class
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
at Fair Value
|
||||||||
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
|
Domestic
|
$
|
26.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.2
|
|
|
International (a)
|
1.5
|
|
|
26.5
|
|
|
—
|
|
|
28.0
|
|
||||
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Corporate debt (b)
|
—
|
|
|
127.3
|
|
|
—
|
|
|
127.3
|
|
||||
|
U.S. treasury bonds
|
36.8
|
|
|
—
|
|
|
—
|
|
|
36.8
|
|
||||
|
State and municipal debt securities
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
||||
|
Other
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||
|
Alternative investments:
|
|
|
|
|
|
|
|
|
|
||||||
|
Hedge funds (c)
|
—
|
|
|
42.4
|
|
|
—
|
|
|
42.4
|
|
||||
|
Royalty rights and private equity (d)
|
—
|
|
|
—
|
|
|
25.9
|
|
|
25.9
|
|
||||
|
Total investments of the Trust at fair value
|
$
|
64.5
|
|
|
$
|
204.5
|
|
|
$
|
25.9
|
|
|
$
|
294.9
|
|
|
Other assets
|
|
|
|
|
|
|
0.9
|
|
|||||||
|
Total investments of the Trust
|
$
|
64.5
|
|
|
$
|
204.5
|
|
|
$
|
25.9
|
|
|
$
|
295.8
|
|
|
(a)
|
Funds included herein have monthly redemption frequencies, with redemption notice periods of one to ten business days.
|
|
(b)
|
Substantially all corporate debt securities are investment grade securities.
|
|
(c)
|
Hedge funds generally hold liquid and readily priceable securities, such as public equities, exchange-traded derivatives, and corporate bonds. Hedge funds themselves do not have readily available market quotations, and therefore are valued using the Net Asset Value ("NAV") per share provided by the investment sponsor or third party administrator. Funds investing in diverse hedge fund strategies (primarily commingled funds) had the following composition of underlying hedge fund investments within the pension plan at December 31, 2014: equity long/short (28%), commodities/currencies (24%), relative value (23%), event driven (13%) and multi-strategy (12%). As of December 31, 2014, funds included herein had redemption frequencies of monthly to quarterly, with redemption notice periods of three to 60 days.
|
|
(d)
|
Diversified investments in royalty rights related to the sale of pharmaceutical products by third parties. Also included are private equity funds with a focus on venture capital. These investments are illiquid, with investment distributions expected to be received over the lives of the funds, which are uncertain but based on the voting rights of investors and the maturities of the underlying investments.
|
|
|
Royalty Rights
|
|
Private Equity
|
|
Total
|
||||||
|
Balance, January 1, 2013
|
$
|
21.4
|
|
|
$
|
2.4
|
|
|
$
|
23.8
|
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||
|
Relating to assets still held as of the reporting date
|
2.3
|
|
|
0.3
|
|
|
2.6
|
|
|||
|
Relating to assets sold during the year
|
1.6
|
|
|
0.1
|
|
|
1.7
|
|
|||
|
Net purchases and sales
|
(2.0
|
)
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|||
|
Balance, December 31, 2013
|
$
|
23.3
|
|
|
$
|
2.6
|
|
|
$
|
25.9
|
|
|
Actual return on plan assets:
|
|
|
|
|
|
||||||
|
Relating to assets still held as of the reporting date
|
4.1
|
|
|
0.6
|
|
|
4.7
|
|
|||
|
Relating to assets sold during the year
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
|
Net purchases and sales
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||
|
Balance, December 31, 2014
|
$
|
25.2
|
|
|
$
|
3.3
|
|
|
$
|
28.5
|
|
|
Year Ending December 31,
|
|
||
|
2015
|
$
|
39.2
|
|
|
2016
|
34.0
|
|
|
|
2017
|
26.8
|
|
|
|
2018
|
19.6
|
|
|
|
2019
|
10.6
|
|
|
|
Thereafter
|
14.2
|
|
|
|
Total future minimum lease payments
|
$
|
144.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Unrealized gains on investment securities, beginning of period
|
$
|
4.1
|
|
|
$
|
7.7
|
|
|
$
|
4.9
|
|
|
Unrealized gains/(losses)
|
15.5
|
|
|
(0.1
|
)
|
|
9.9
|
|
|||
|
Tax (expense)/benefit
|
(5.7
|
)
|
|
0.1
|
|
|
(3.7
|
)
|
|||
|
Reclassification of gains into "Other revenues"
|
(7.8
|
)
|
|
(5.8
|
)
|
|
(5.5
|
)
|
|||
|
Reclassification of gains into "Interest income"
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
|
Tax expense related to reclassifications
|
3.0
|
|
|
2.2
|
|
|
2.1
|
|
|||
|
Net unrealized gains/(losses) on investment securities
|
4.8
|
|
|
(3.6
|
)
|
|
2.8
|
|
|||
|
Unrealized gains on investment securities, end of period
|
$
|
8.9
|
|
|
$
|
4.1
|
|
|
$
|
7.7
|
|
|
|
|
|
|
|
|
|
|
||||
|
Unrealized gains/(losses) on hedging activities, beginning of period
|
$
|
(33.0
|
)
|
|
$
|
(21.9
|
)
|
|
$
|
5.1
|
|
|
Unrealized gains/(losses)
|
84.0
|
|
|
(3.1
|
)
|
|
(20.1
|
)
|
|||
|
Tax (expense)/benefit
|
(3.7
|
)
|
|
(1.7
|
)
|
|
3.1
|
|
|||
|
Reclassification of gains into "Transaction fees"
|
(1.2
|
)
|
|
(7.6
|
)
|
|
(10.3
|
)
|
|||
|
Reclassification of gains into "Foreign exchange revenues"
|
(0.4
|
)
|
|
(2.8
|
)
|
|
(3.1
|
)
|
|||
|
Reclassification of losses into "Interest expense"
|
3.6
|
|
|
3.6
|
|
|
3.6
|
|
|||
|
Tax expense/(benefit) related to reclassifications
|
(0.7
|
)
|
|
0.5
|
|
|
(0.2
|
)
|
|||
|
Net unrealized gains/(losses) on hedging activities
|
81.6
|
|
|
(11.1
|
)
|
|
(27.0
|
)
|
|||
|
Unrealized gains/(losses) on hedging activities, end of period
|
$
|
48.6
|
|
|
$
|
(33.0
|
)
|
|
$
|
(21.9
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency translation adjustments, beginning of period
|
$
|
(21.6
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(6.3
|
)
|
|
Foreign currency translation adjustments
|
(14.8
|
)
|
|
(17.7
|
)
|
|
(4.6
|
)
|
|||
|
Tax (expense)/benefit
|
(12.8
|
)
|
|
4.6
|
|
|
2.4
|
|
|||
|
Net foreign currency translation adjustments
|
(27.6
|
)
|
|
(13.1
|
)
|
|
(2.2
|
)
|
|||
|
Foreign currency translation adjustments, end of period
|
$
|
(49.2
|
)
|
|
$
|
(21.6
|
)
|
|
$
|
(8.5
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
Defined benefit pension plan adjustments, beginning of period
|
$
|
(118.5
|
)
|
|
$
|
(129.9
|
)
|
|
$
|
(122.2
|
)
|
|
Unrealized gains/(losses)
|
(24.3
|
)
|
|
7.4
|
|
|
(20.5
|
)
|
|||
|
Tax (expense)/benefit
|
9.0
|
|
|
(3.9
|
)
|
|
6.2
|
|
|||
|
Reclassification of losses into "Cost of services"
|
10.4
|
|
|
12.4
|
|
|
10.5
|
|
|||
|
Tax benefit related to reclassifications and other
|
(3.8
|
)
|
|
(4.5
|
)
|
|
(3.9
|
)
|
|||
|
Net defined benefit pension plan adjustments
|
(8.7
|
)
|
|
11.4
|
|
|
(7.7
|
)
|
|||
|
Defined benefit pension plan adjustments, end of period
|
$
|
(127.2
|
)
|
|
$
|
(118.5
|
)
|
|
$
|
(129.9
|
)
|
|
Accumulated other comprehensive loss, end of period
|
$
|
(118.9
|
)
|
|
$
|
(169.0
|
)
|
|
$
|
(152.6
|
)
|
|
Year
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
2014
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
2013
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
2012
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.125
|
|
|
Contracts designated as hedges:
|
|
||
|
Euro
|
$
|
391.4
|
|
|
Canadian dollar
|
114.1
|
|
|
|
British pound
|
80.8
|
|
|
|
Australian dollar
|
52.7
|
|
|
|
Swiss franc
|
44.0
|
|
|
|
Other
|
95.4
|
|
|
|
Contracts not designated as hedges:
|
|
||
|
Euro
|
$
|
294.4
|
|
|
Canadian dollar
|
77.1
|
|
|
|
British pound
|
70.2
|
|
|
|
Australian dollar
|
30.1
|
|
|
|
Other (a)
|
147.8
|
|
|
|
(a)
|
Comprised of exposures to
17
different currencies. None of these individual currency exposures is greater than
$25 million
.
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
|
Balance Sheet
Location
|
|
December 31,
2014 |
|
December 31,
2013 |
|
Balance Sheet
Location
|
|
December 31,
2014 |
|
December 31,
2013 |
||||||||
|
Derivatives — hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate fair value hedges — Corporate
|
Other assets
|
|
$
|
3.5
|
|
|
$
|
11.4
|
|
|
Other liabilities
|
|
$
|
1.9
|
|
|
$
|
7.8
|
|
|
Foreign currency cash flow hedges — Consumer-to-Consumer
|
Other assets
|
|
66.1
|
|
|
11.1
|
|
|
Other liabilities
|
|
3.5
|
|
|
27.7
|
|
||||
|
Total
|
|
|
$
|
69.6
|
|
|
$
|
22.5
|
|
|
|
|
$
|
5.4
|
|
|
$
|
35.5
|
|
|
Derivatives — undesignated:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency — Business Solutions
|
Other assets
|
|
$
|
349.4
|
|
|
$
|
201.2
|
|
|
Other liabilities
|
|
$
|
310.2
|
|
|
$
|
186.2
|
|
|
Foreign currency — Consumer-to-Consumer
|
Other assets
|
|
4.0
|
|
|
0.6
|
|
|
Other liabilities
|
|
1.5
|
|
|
1.7
|
|
||||
|
Total
|
|
|
$
|
353.4
|
|
|
$
|
201.8
|
|
|
|
|
$
|
311.7
|
|
|
$
|
187.9
|
|
|
Total derivatives
|
|
|
$
|
423.0
|
|
|
$
|
224.3
|
|
|
|
|
$
|
317.1
|
|
|
$
|
223.4
|
|
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
|
Foreign currency cash flow hedges — Consumer-to-Consumer
|
$
|
62.6
|
|
|
$
|
44.5
|
|
|
$
|
18.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign currency undesignated hedges — Consumer-to-Consumer
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Foreign currency undesignated hedges — Business Solutions
|
39.2
|
|
|
38.2
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Interest rate fair value hedges — Corporate
|
1.6
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
3.5
|
|
|||||||
|
Total
|
$
|
105.9
|
|
|
$
|
85.2
|
|
|
$
|
19.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
December 31, 2014
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented
in the Consolidated Balance Sheets
|
|
Derivatives Not Offset
in the Consolidated Balance Sheets
|
|
Net Amounts
|
||||||||||
|
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
255.1
|
|
|
$
|
—
|
|
|
$
|
255.1
|
|
|
$
|
(134.8
|
)
|
|
$
|
120.3
|
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
167.9
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total
|
|
$
|
423.0
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
118.4
|
|
|
$
|
—
|
|
|
$
|
118.4
|
|
|
$
|
(93.3
|
)
|
|
$
|
25.1
|
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
105.9
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total
|
|
$
|
224.3
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2014
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented
in the Consolidated Balance Sheets
|
|
Derivatives Not Offset
in the Consolidated Balance Sheets
|
|
Net Amounts
|
||||||||||
|
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
169.3
|
|
|
$
|
—
|
|
|
$
|
169.3
|
|
|
$
|
(134.8
|
)
|
|
$
|
34.5
|
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
147.8
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total
|
|
$
|
317.1
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivatives subject to a master netting arrangement or similar agreement
|
|
$
|
146.1
|
|
|
$
|
—
|
|
|
$
|
146.1
|
|
|
$
|
(93.3
|
)
|
|
$
|
52.8
|
|
|
Derivatives that are not or may not be subject to master netting arrangement or similar agreement
|
|
77.3
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total
|
|
$
|
223.4
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
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
|
|
|
2014
|
|
2013
|
|
2012
|
|
Hedged
Item
|
|
|
2014
|
|
2013
|
|
2012
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
17.5
|
|
|
$
|
(8.5
|
)
|
|
$
|
3.9
|
|
|
Fixed-rate debt
|
|
Interest expense
|
|
$
|
(4.4
|
)
|
|
$
|
19.3
|
|
|
$
|
3.7
|
|
|
Interest expense
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total gain/(loss)
|
|
|
|
$
|
17.5
|
|
|
$
|
(8.5
|
)
|
|
$
|
3.9
|
|
|
|
|
|
|
$
|
(4.4
|
)
|
|
$
|
19.3
|
|
|
$
|
3.7
|
|
|
|
|
$
|
(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
|
|
2014
|
|
2013
|
|
2012
|
|
|
2014
|
|
2013
|
|
2012
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
Foreign currency contracts
|
|
$
|
84.0
|
|
|
$
|
(3.1
|
)
|
|
$
|
(20.1
|
)
|
|
Revenue
|
|
$
|
1.6
|
|
|
$
|
10.4
|
|
|
$
|
13.4
|
|
|
Derivative
gains/(losses), net |
|
$
|
(4.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.1
|
)
|
|
Interest rate contracts (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Total gain/(loss)
|
|
$
|
84.0
|
|
|
$
|
(3.1
|
)
|
|
$
|
(20.1
|
)
|
|
|
|
$
|
(2.0
|
)
|
|
$
|
6.8
|
|
|
$
|
9.8
|
|
|
|
|
$
|
(4.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.1
|
)
|
|
|
|
Gain/(Loss) Recognized in Income on Derivatives (d)
|
||||||||||||
|
|
|
Income Statement Location
|
|
Amount
|
||||||||||
|
Derivatives
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Foreign currency contracts (e)
|
Selling, general and administrative
|
|
$
|
46.5
|
|
|
$
|
(3.7
|
)
|
|
$
|
(10.6
|
)
|
|
|
Foreign currency contracts (f)
|
Derivative gains/(losses), net
|
|
2.2
|
|
|
(0.9
|
)
|
|
0.6
|
|
||||
|
Total gain/(loss)
|
|
|
$
|
48.7
|
|
|
$
|
(4.6
|
)
|
|
$
|
(10.0
|
)
|
|
|
(a)
|
The 2014 loss of
$4.4 million
was comprised of a loss in value on the debt of
$16.8 million
and amortization of hedge accounting adjustments of
$12.4 million
. The 2013 gain of
$19.3 million
was comprised of a gain in value on the debt of
$8.5 million
and amortization of hedge accounting adjustments of
$10.8 million
. The 2012 gain of
$3.7 million
was comprised of a loss in value on the debt of
$3.9 million
and amortization of hedge accounting adjustments of
$7.6 million
.
|
|
(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 Consolidated Balance Sheets. These amounts are reclassified to "Interest expense" in the Consolidated Statements of Income over the life of the related notes.
|
|
(d)
|
The Company uses foreign currency forward and option contracts as part of its Business Solutions payments operations. These derivative contracts are excluded from this table as they are managed as part of a broader currency portfolio that includes non-derivative currency exposures. The gains and losses on these derivatives are included as part of the broader disclosure of portfolio revenue for this business discussed above.
|
|
(e)
|
The Company uses foreign currency forward contracts to offset foreign exchange rate fluctuations on settlement assets and obligations as well as certain foreign currency denominated positions. Foreign exchange gains/(losses) on settlement assets and obligations and cash balances, not including amounts related to derivatives activity as displayed above, were
$(51.8) million
,
$(5.4) million
and
$7.8 million
for the years ended
2014
,
2013
and
2012
, respectively.
|
|
(f)
|
The derivative contracts used in the Company's revenue hedging program are not designated as hedges in the final month of the contract.
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
Notes:
|
|
|
|
||||
|
6.500% notes due 2014
|
$
|
—
|
|
|
$
|
500.0
|
|
|
Floating rate notes (effective rate of 1.2%) due 2015
|
250.0
|
|
|
250.0
|
|
||
|
2.375% notes due 2015 (a)
|
250.0
|
|
|
250.0
|
|
||
|
5.930% notes due 2016 (a)
|
1,000.0
|
|
|
1,000.0
|
|
||
|
2.875% notes (effective rate of 2.0%) due 2017
|
500.0
|
|
|
500.0
|
|
||
|
3.650% notes due 2018 (a)
|
400.0
|
|
|
400.0
|
|
||
|
3.350% notes due 2019 (a)
|
250.0
|
|
|
250.0
|
|
||
|
5.253% notes (effective rate of 4.6%) due 2020
|
324.9
|
|
|
324.9
|
|
||
|
6.200% notes due 2036 (a)
|
500.0
|
|
|
500.0
|
|
||
|
6.200% notes due 2040 (a)
|
250.0
|
|
|
250.0
|
|
||
|
Other borrowings
|
5.6
|
|
|
5.7
|
|
||
|
Total borrowings at par value
|
3,730.5
|
|
|
4,230.6
|
|
||
|
Fair value hedge accounting adjustments, net (b)
|
5.3
|
|
|
0.9
|
|
||
|
Unamortized discount, net
|
(15.4
|
)
|
|
(18.5
|
)
|
||
|
Total borrowings at carrying value (c)
|
$
|
3,720.4
|
|
|
$
|
4,213.0
|
|
|
(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 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)
|
As of
December 31, 2014
, the Company’s weighted-average effective rate on total borrowings was approximately
4.4%
.
|
|
Due within 1 year
|
$
|
500.0
|
|
|
Due after 1 year through 2 years
|
1,000.0
|
|
|
|
Due after 2 years through 3 years
|
505.6
|
|
|
|
Due after 3 years through 4 years
|
400.0
|
|
|
|
Due after 4 years through 5 years
|
250.0
|
|
|
|
Due after 5 years
|
1,074.9
|
|
|
|
|
Year Ended December 31, 2014
|
|||||||||||
|
|
Options
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Outstanding as of January 1
|
23.8
|
|
|
$
|
18.05
|
|
|
|
|
|
||
|
Granted
|
0.9
|
|
|
$
|
16.01
|
|
|
|
|
|
||
|
Exercised
|
(1.1
|
)
|
|
$
|
14.11
|
|
|
|
|
|
||
|
Cancelled/forfeited
|
(7.2
|
)
|
|
$
|
18.94
|
|
|
|
|
|
||
|
Outstanding as of December 31
|
16.4
|
|
|
$
|
17.80
|
|
|
4.7
|
|
$
|
20.7
|
|
|
Options exercisable as of December 31
|
12.5
|
|
|
$
|
18.50
|
|
|
3.6
|
|
$
|
10.9
|
|
|
|
Year Ended December 31, 2014
|
||||
|
|
Number
Outstanding
|
|
Weighted-Average
Grant-Date Fair Value
|
||
|
Non-vested as of January 1
|
6.3
|
|
$
|
15.69
|
|
|
Granted
|
3.6
|
|
$
|
14.74
|
|
|
Vested
|
(1.4)
|
|
$
|
19.27
|
|
|
Forfeited
|
(0.9)
|
|
$
|
14.57
|
|
|
Non-vested as of December 31
|
7.6
|
|
$
|
14.68
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Stock-based compensation expense
|
$
|
(39.7
|
)
|
|
$
|
(34.5
|
)
|
|
$
|
(34.0
|
)
|
|
Income tax benefit from stock-based compensation expense
|
11.5
|
|
|
10.0
|
|
|
10.0
|
|
|||
|
Net income impact
|
$
|
(28.2
|
)
|
|
$
|
(24.5
|
)
|
|
$
|
(24.0
|
)
|
|
Earnings per share:
|
|
|
|
|
|
||||||
|
Basic and Diluted
|
$
|
(0.05
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Stock options granted:
|
|
|
|
|
|
||||||
|
Weighted-average risk-free interest rate
|
1.9
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
|||
|
Weighted-average dividend yield
|
3.1
|
%
|
|
3.7
|
%
|
|
1.8
|
%
|
|||
|
Volatility
|
33.8
|
%
|
|
35.3
|
%
|
|
33.2
|
%
|
|||
|
Expected term (in years)
|
6.09
|
|
|
6.09
|
|
|
6.09
|
|
|||
|
Weighted-average grant date fair value
|
$
|
3.95
|
|
|
$
|
3.20
|
|
|
$
|
4.90
|
|
|
•
|
The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
|
|
•
|
Corporate and other overhead is allocated to the segments primarily based on a percentage of the segments' revenue compared to total revenue.
|
|
•
|
Costs incurred for the review and closing of acquisitions are included in "Other."
|
|
•
|
All items not included in operating income are excluded from the segments.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Consumer-to-Consumer:
|
|
|
|
|
|
||||||
|
Transaction fees
|
$
|
3,421.8
|
|
|
$
|
3,396.1
|
|
|
$
|
3,545.6
|
|
|
Foreign exchange revenues
|
998.9
|
|
|
981.3
|
|
|
988.5
|
|
|||
|
Other revenues
|
65.1
|
|
|
56.2
|
|
|
50.2
|
|
|||
|
|
4,485.8
|
|
|
4,433.6
|
|
|
4,584.3
|
|
|||
|
Consumer-to-Business:
|
|
|
|
|
|
||||||
|
Transaction fees
|
572.7
|
|
|
579.1
|
|
|
573.6
|
|
|||
|
Foreign exchange and other revenues
|
26.1
|
|
|
29.4
|
|
|
30.3
|
|
|||
|
|
598.8
|
|
|
608.5
|
|
|
603.9
|
|
|||
|
Business Solutions:
|
|
|
|
|
|
||||||
|
Foreign exchange revenues
|
363.1
|
|
|
355.5
|
|
|
332.0
|
|
|||
|
Transaction fees and other revenues
|
41.5
|
|
|
37.4
|
|
|
35.4
|
|
|||
|
|
404.6
|
|
|
392.9
|
|
|
367.4
|
|
|||
|
Other:
|
|
|
|
|
|
||||||
|
Total revenues
|
118.0
|
|
|
107.0
|
|
|
109.2
|
|
|||
|
Total consolidated revenues
|
$
|
5,607.2
|
|
|
$
|
5,542.0
|
|
|
$
|
5,664.8
|
|
|
Operating income/(loss):
|
|
|
|
|
|
||||||
|
Consumer-to-Consumer
|
$
|
1,050.4
|
|
|
$
|
1,030.4
|
|
|
$
|
1,266.9
|
|
|
Consumer-to-Business
|
98.7
|
|
|
121.9
|
|
|
137.6
|
|
|||
|
Business Solutions (a)
|
(12.1
|
)
|
|
(27.0
|
)
|
|
(54.8
|
)
|
|||
|
Other
|
3.5
|
|
|
(17.9
|
)
|
|
(19.7
|
)
|
|||
|
Total consolidated operating income
|
$
|
1,140.5
|
|
|
$
|
1,107.4
|
|
|
$
|
1,330.0
|
|
|
|
|
|
|
|
|
||||||
|
(a)
|
During the years ended
December 31, 2013
and
2012
, the Company incurred
$19.3 million
and
$42.8 million
, respectively, of integration expenses related to the acquisition of Travelex Global Business Payments ("TGBP"), which was acquired in November 2011. TGBP integration expense consists primarily of severance and other benefits, retention, direct and incremental expense consisting of facility relocation, consolidation and closures; IT systems integration; amortization of a transitional trademark license; and other expenses such as training, travel and professional fees. Integration expense does not include costs related to the completion of the TGBP acquisition, which are included in Other.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Assets:
|
|
|
|
|
|
||||||
|
Consumer-to-Consumer
|
$
|
5,049.7
|
|
|
$
|
5,321.9
|
|
|
$
|
4,854.2
|
|
|
Consumer-to-Business
|
1,060.2
|
|
|
1,129.9
|
|
|
1,029.6
|
|
|||
|
Business Solutions
|
2,430.7
|
|
|
2,256.4
|
|
|
2,012.6
|
|
|||
|
Other
|
1,349.8
|
|
|
1,413.1
|
|
|
1,569.3
|
|
|||
|
Total assets
|
$
|
9,890.4
|
|
|
$
|
10,121.3
|
|
|
$
|
9,465.7
|
|
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
|
Consumer-to-Consumer
|
$
|
191.5
|
|
|
$
|
179.4
|
|
|
$
|
158.2
|
|
|
Consumer-to-Business
|
17.3
|
|
|
15.8
|
|
|
14.7
|
|
|||
|
Business Solutions
|
56.1
|
|
|
59.6
|
|
|
65.7
|
|
|||
|
Other
|
7.0
|
|
|
8.0
|
|
|
7.5
|
|
|||
|
Total consolidated depreciation and amortization
|
$
|
271.9
|
|
|
$
|
262.8
|
|
|
$
|
246.1
|
|
|
|
|
|
|
|
|
||||||
|
Capital expenditures:
|
|
|
|
|
|
||||||
|
Consumer-to-Consumer
|
$
|
132.1
|
|
|
$
|
174.0
|
|
|
$
|
219.1
|
|
|
Consumer-to-Business
|
27.3
|
|
|
36.9
|
|
|
21.8
|
|
|||
|
Business Solutions
|
13.0
|
|
|
14.8
|
|
|
16.1
|
|
|||
|
Other
|
6.6
|
|
|
15.6
|
|
|
11.2
|
|
|||
|
Total capital expenditures
|
$
|
179.0
|
|
|
$
|
241.3
|
|
|
$
|
268.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Revenue:
|
|
|
|
|
|
||||||
|
United States
|
$
|
1,564.6
|
|
|
$
|
1,523.7
|
|
|
$
|
1,593.1
|
|
|
International
|
4,042.6
|
|
|
4,018.3
|
|
|
4,071.7
|
|
|||
|
Total
|
$
|
5,607.2
|
|
|
$
|
5,542.0
|
|
|
$
|
5,664.8
|
|
|
Long-lived assets:
|
|
|
|
|
|
||||||
|
United States
|
$
|
158.1
|
|
|
$
|
156.6
|
|
|
$
|
148.2
|
|
|
International
|
48.3
|
|
|
53.3
|
|
|
47.9
|
|
|||
|
Total
|
$
|
206.4
|
|
|
$
|
209.9
|
|
|
$
|
196.1
|
|
|
2014 by Quarter:
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Year Ended December 31, 2014
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
1,350.8
|
|
|
$
|
1,405.6
|
|
|
$
|
1,440.9
|
|
|
$
|
1,409.9
|
|
|
$
|
5,607.2
|
|
|
|
Expenses (a)
|
1,078.8
|
|
|
1,127.3
|
|
|
1,126.8
|
|
|
1,133.8
|
|
|
4,466.7
|
|
||||||
|
Operating income
|
272.0
|
|
|
278.3
|
|
|
314.1
|
|
|
276.1
|
|
|
1,140.5
|
|
||||||
|
Other expense, net
|
44.6
|
|
|
46.2
|
|
|
41.3
|
|
|
40.2
|
|
|
172.3
|
|
||||||
|
Income before income taxes
|
227.4
|
|
|
232.1
|
|
|
272.8
|
|
|
235.9
|
|
|
968.2
|
|
||||||
|
Provision for income taxes
|
24.4
|
|
|
38.3
|
|
|
38.7
|
|
|
14.4
|
|
|
115.8
|
|
||||||
|
Net income
|
$
|
203.0
|
|
|
$
|
193.8
|
|
|
$
|
234.1
|
|
|
$
|
221.5
|
|
|
$
|
852.4
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
$
|
1.60
|
|
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
$
|
1.59
|
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
545.9
|
|
|
537.1
|
|
|
527.8
|
|
|
522.8
|
|
|
533.4
|
|
||||||
|
Diluted
|
549.2
|
|
|
539.9
|
|
|
531.2
|
|
|
526.9
|
|
|
536.8
|
|
||||||
|
(a)
|
Includes
$30.3 million
in the fourth quarter of expenses related to productivity and cost-savings initiatives. For more information, see Note 3.
|
|
2013 by Quarter:
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Year Ended December 31, 2013
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
1,325.4
|
|
|
$
|
1,385.9
|
|
|
$
|
1,408.8
|
|
|
$
|
1,421.9
|
|
|
$
|
5,542.0
|
|
|
|
Expenses (b) (c)
|
1,028.5
|
|
|
1,109.1
|
|
|
1,113.5
|
|
|
1,183.5
|
|
|
4,434.6
|
|
||||||
|
Operating income
|
296.9
|
|
|
276.8
|
|
|
295.3
|
|
|
238.4
|
|
|
1,107.4
|
|
||||||
|
Other expense, net
|
46.7
|
|
|
44.6
|
|
|
43.6
|
|
|
45.6
|
|
|
180.5
|
|
||||||
|
Income before income taxes
|
250.2
|
|
|
232.2
|
|
|
251.7
|
|
|
192.8
|
|
|
926.9
|
|
||||||
|
Provision for income taxes
|
38.2
|
|
|
33.6
|
|
|
37.3
|
|
|
19.4
|
|
|
128.5
|
|
||||||
|
Net income
|
$
|
212.0
|
|
|
$
|
198.6
|
|
|
$
|
214.4
|
|
|
$
|
173.4
|
|
|
$
|
798.4
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.39
|
|
|
$
|
0.31
|
|
|
$
|
1.43
|
|
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.39
|
|
|
$
|
0.31
|
|
|
$
|
1.43
|
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
567.6
|
|
|
555.7
|
|
|
552.1
|
|
|
551.2
|
|
|
556.6
|
|
||||||
|
Diluted
|
569.7
|
|
|
558.3
|
|
|
555.8
|
|
|
555.0
|
|
|
559.7
|
|
||||||
|
____________
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
(b)
|
Includes
$3.9 million
in the first quarter,
$6.2 million
in the second quarter,
$3.8 million
in the third quarter, and
$5.4 million
in the fourth quarter of integration expenses related to the acquisition of TGBP.
|
|
(c)
|
Includes
$4.2 million
in the first quarter,
$13.5 million
in the second quarter,
$6.2 million
in the third quarter, and
$33.0 million
in the fourth quarter of expenses related to productivity and cost-savings initiatives. For more information, see Note 3.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
144.2
|
|
|
$
|
151.4
|
|
|
Property and equipment, net of accumulated depreciation of $19.1 and $17.0, respectively
|
40.9
|
|
|
41.0
|
|
||
|
Other assets
|
46.5
|
|
|
160.4
|
|
||
|
Investment in subsidiaries
|
6,083.1
|
|
|
5,534.1
|
|
||
|
Total assets
|
$
|
6,314.7
|
|
|
$
|
5,886.9
|
|
|
|
|
|
|
||||
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
|
Liabilities:
|
|
|
|
||||
|
Accounts payable and accrued liabilities
|
$
|
56.1
|
|
|
$
|
76.8
|
|
|
Income taxes payable
|
59.7
|
|
|
76.3
|
|
||
|
Payable to subsidiaries, net
|
1,181.3
|
|
|
413.2
|
|
||
|
Borrowings
|
3,714.8
|
|
|
4,207.3
|
|
||
|
Other liabilities
|
2.4
|
|
|
8.6
|
|
||
|
Total liabilities
|
5,014.3
|
|
|
4,782.2
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value; 2,000 shares authorized; 521.5 shares and 548.8 shares issued and outstanding as of December 31, 2014 and 2013, respectively
|
5.2
|
|
|
5.5
|
|
||
|
Capital surplus
|
445.4
|
|
|
390.9
|
|
||
|
Retained earnings
|
968.7
|
|
|
877.3
|
|
||
|
Accumulated other comprehensive loss
|
(118.9
|
)
|
|
(169.0
|
)
|
||
|
Total stockholders’ equity
|
1,300.4
|
|
|
1,104.7
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
6,314.7
|
|
|
$
|
5,886.9
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Expenses
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Operating income
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Interest income
|
0.6
|
|
|
0.4
|
|
|
0.2
|
|
|||
|
Interest expense
|
(176.5
|
)
|
|
(195.7
|
)
|
|
(178.6
|
)
|
|||
|
Loss before equity in earnings of affiliates and income taxes
|
(175.9
|
)
|
|
(195.3
|
)
|
|
(178.4
|
)
|
|||
|
Equity in earnings of affiliates, net of tax
|
960.8
|
|
|
919.0
|
|
|
1,136.1
|
|
|||
|
Income tax benefit
|
67.5
|
|
|
74.7
|
|
|
68.2
|
|
|||
|
Net income
|
852.4
|
|
|
798.4
|
|
|
1,025.9
|
|
|||
|
Other comprehensive income, net of tax
|
2.2
|
|
|
2.2
|
|
|
2.0
|
|
|||
|
Other comprehensive income/(loss) of affiliates, net of tax
|
47.9
|
|
|
(18.6
|
)
|
|
(36.1
|
)
|
|||
|
Comprehensive income
|
$
|
902.5
|
|
|
$
|
782.0
|
|
|
$
|
991.8
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Cash flows from operating activities
|
|
|
|
|
|
||||||
|
Net cash provided by operating activities
|
$
|
380.8
|
|
|
$
|
689.1
|
|
|
$
|
228.3
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
|
Purchases of property and equipment
|
(5.7
|
)
|
|
(8.5
|
)
|
|
(3.3
|
)
|
|||
|
Capital contributed to subsidiaries
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|||
|
Purchases of non-settlement related investments
|
—
|
|
|
(100.0
|
)
|
|
—
|
|
|||
|
Proceeds from sale of non-settlement related investments
|
100.2
|
|
|
—
|
|
|
—
|
|
|||
|
Net cash provided by/(used in) investing activities
|
90.3
|
|
|
(108.5
|
)
|
|
(3.3
|
)
|
|||
|
Cash flows from financing activities
|
|
|
|
|
|
||||||
|
Advances from/(to) subsidiaries, net
|
768.1
|
|
|
(362.2
|
)
|
|
679.1
|
|
|||
|
Net proceeds from issuance of borrowings
|
—
|
|
|
497.3
|
|
|
742.8
|
|
|||
|
Principal payments on borrowings
|
(500.0
|
)
|
|
(300.0
|
)
|
|
—
|
|
|||
|
Net repayments of commercial paper
|
—
|
|
|
—
|
|
|
(297.0
|
)
|
|||
|
Proceeds from exercise of options
|
14.2
|
|
|
28.9
|
|
|
53.4
|
|
|||
|
Cash dividends paid
|
(265.2
|
)
|
|
(277.2
|
)
|
|
(254.2
|
)
|
|||
|
Common stock repurchased
|
(495.4
|
)
|
|
(399.7
|
)
|
|
(766.5
|
)
|
|||
|
Net cash provided by/(used in) financing activities
|
(478.3
|
)
|
|
(812.9
|
)
|
|
157.6
|
|
|||
|
Net change in cash and cash equivalents
|
(7.2
|
)
|
|
(232.3
|
)
|
|
382.6
|
|
|||
|
Cash and cash equivalents at beginning of year
|
151.4
|
|
|
383.7
|
|
|
1.1
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
144.2
|
|
|
$
|
151.4
|
|
|
$
|
383.7
|
|
|
|
The Western Union Company (Registrant)
|
|
|
|
|
|
|
February 20, 2015
|
By:
|
/
S
/ H
IKMET
E
RSEK
|
|
|
|
Hikmet Ersek
|
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Hikmet Ersek
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 20, 2015
|
|
Hikmet Ersek
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rajesh K. Agrawal
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 20, 2015
|
|
Rajesh K. Agrawal
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Amintore T.X. Schenkel
|
|
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
|
February 20, 2015
|
|
Amintore T.X. Schenkel
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jack M. Greenberg
|
|
Non-Executive Chairman of the Board of Directors
|
|
February 20, 2015
|
|
Jack M. Greenberg
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Dinyar S. Devitre
|
|
Director
|
|
February 20, 2015
|
|
Dinyar S. Devitre
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard A. Goodman
|
|
Director
|
|
February 20, 2015
|
|
Richard A. Goodman
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Betsy D. Holden
|
|
Director
|
|
February 20, 2015
|
|
Betsy D. Holden
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Linda Fayne Levinson
|
|
Director
|
|
February 20, 2015
|
|
Linda Fayne Levinson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Roberto G. Mendoza
|
|
Director
|
|
February 20, 2015
|
|
Roberto G. Mendoza
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael A. Miles, Jr.
|
|
Director
|
|
February 20, 2015
|
|
Michael A. Miles, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert W. Selander
|
|
Director
|
|
February 20, 2015
|
|
Robert W. Selander
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Frances Fragos Townsend
|
|
Director
|
|
February 20, 2015
|
|
Frances Fragos Townsend
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Solomon D. Trujillo
|
|
Director
|
|
February 20, 2015
|
|
Solomon D. Trujillo
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
Separation and Distribution Agreement, dated as of September 29, 2006, between First Data Corporation and The Western Union Company (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of The Western Union Company, as filed with the Secretary of State of the State of Delaware on May 30, 2013 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of The Western Union Company, as amended as of May 30, 2013 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of September 29, 2006, between The Western Union Company and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 2, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.2
|
|
Form of 5.930% Note due 2016 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 2, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.3
|
|
Form of 5.930% Note due 2016 (filed as Exhibit 4.11 to the Company's Registration Statement on Form S-4 filed on December 22, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.4
|
|
Supplemental Indenture, dated as of September 29, 2006, among The Western Union Company, First Financial Management Corporation and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed on October 2, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.5
|
|
Second Supplemental Indenture, dated as of November 17, 2006, among The Western Union Company, First Financial Management Corporation and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on November 20, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated as of September 6, 2007, among The Western Union Company and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.6 to the Company's Annual Report on Form 10-K filed on February 26, 2008 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.7
|
|
Indenture, dated as of November 17, 2006, between The Western Union Company and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 20, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.8
|
|
Form of 6.200% Note due 2036 (filed as Exhibit 4.14 to the Company's Registration Statement on Form S-4 filed on December 22, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.9
|
|
Form of 6.200% Note due 2040 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 21, 2010 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.10
|
|
Form of 5.253% 144A Note due 2020 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 2, 2010 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.11
|
|
Form of 5.253% Note due 2020 (filed as Exhibit 4.3 to the Company's Registration Statement on Form S-4 filed on August 5, 2010 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.12
|
|
Supplemental Indenture, dated as of September 6, 2007, among The Western Union Company and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.13 to the Company's Annual Report on Form 10-K filed on February 26, 2008 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.13
|
|
Form of 3.650% Note due 2018 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 22, 2011 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.14
|
|
Form of 2.375% Note due 2015 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 11, 2012 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.15
|
|
Form of 2.875% Note due 2017 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 11, 2012 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.16
|
|
Form of Floating Rate Note due 2015 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 22, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
4.17
|
|
Form of 3.350% Note due 2019 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 22, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.1
|
|
Tax Allocation Agreement, dated as of September 29, 2006, between First Data Corporation and The Western Union Company (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.2
|
|
Employee Matters Agreement, dated as of September 29, 2006, between First Data Corporation and The Western Union Company (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.3
|
|
Transition Services Agreement, dated as of September 29, 2006, between First Data Corporation and The Western Union Company (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.4
|
|
Patent Ownership Agreement and Covenant Not to Sue, dated as of September 29, 2006, between First Data Corporation and The Western Union Company (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October 3, 2006 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.5
|
|
Settlement Agreement, dated as of February 11, 2010, by and between Western Union Financial Services, Inc. and the State of Arizona (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 16, 2010 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.6
|
|
Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement issued June 14, 2013 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.7
|
|
Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement issued October 28, 2013 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 29, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.8
|
|
Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement issued December 19, 2013 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 19, 2013 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.9
|
|
Settlement Agreement Amendment issued January 31, 2014 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 3, 2014 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.10
|
|
Order Granting Stipulated Motion to Modify Amendment to Settlement Agreement issued March 14, 2014 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.11
|
|
Order Granting Stipulated Motion to Extend Deadline for Separate Agreements issued April 14, 2014 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.12
|
|
Order Granting Stipulation to Extend Time for Production of Data issued October 17, 2014 by The Honorable Warren Granville, Maricopa County Superior Court Judge (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on October 30, 2014 and incorporated herein by reference thereto).
|
|
|
|
|
|
10.13
|
|
Form of Director Indemnification Agreement (filed as Exhibit 10.11 to Amendment No. 2 to the Company's Registration Statement on Form 10 (file no. 001-32903) filed on August 28, 2006 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.14
|
|
The Western Union Company Severance/Change in Control Policy (executive Committee Level), as Amended and Restated Effective September 15, 2011 (filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on February 24, 2012 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.15
|
|
The Western Union Company Severance/Change in Control Policy (Executive Committee Level), as Amended and Restated Effective February 20, 2014 (filed as Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.16
|
|
The Western Union Company 2006 Long-Term Incentive Plan, as amended and restated on January 31, 2014 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.17
|
|
The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, as Amended and Restated Effective January 31, 2014 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.18
|
|
The Western Union Company Non-Employee Director Deferred Compensation Plan, as Amended and Restated Effective December 31, 2008 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on February 19, 2009 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.19
|
|
The Western Union Company Senior Executive Annual Incentive Plan, as Amended and Restated Effective February 23, 2012 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2012 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.20
|
|
The Western Union Company Supplemental Incentive Savings Plan, as Amended and Restated Effective November 30, 2012 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on February 22, 2013 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.21
|
|
The Western Union Company Grandfathered Supplemental Incentive Savings Plan, as Amended and Restated Effective January 1, 2010 (filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.22
|
|
Form of Unrestricted Stock Unit Award Agreement Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, as Amended and Restated Effective February 17, 2009 (filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.23
|
|
Form of Nonqualified Stock Option Award Agreement Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, as Amended and Restated Effective February 17, 2009 (filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.24
|
|
Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Residing Outside the United States Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2010 and incorporated herein by reference thereto).*
|
|
|
|
|
|
10.25
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Form of Unrestricted Stock Unit Award Agreement for Non-Employee Directors Residing in the United States Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2010 and incorporated herein by reference thereto).*
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10.26
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Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Residing in the United States Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2010 and incorporated herein by reference thereto).*
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10.27
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Form of Nonqualified Stock Option Award Agreement for Executive Committee Members Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.22 to the Company's Quarterly Report on Form 10-Q filed on November 8, 2006 and incorporated herein by reference thereto).*
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10.28
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Amendment to Form of Nonqualified Stock Option Award Agreement for Executive Committee Members Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 5, 2008 and incorporated herein by reference thereto).*
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10.29
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Amendment to Form of Nonqualified Stock Option Award Agreement for Executive Committee Members under the 2002 First Data Corporation Long-Term Incentive Plan (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 5, 2008 and incorporated herein by reference thereto).*
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10.30
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Form of Restricted Stock Unit Award Agreement for Executive Committee Members Residing in the United States Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
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10.31
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Form of Nonqualified Stock Option Award Agreement for Section 16 Officers (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K filed on February 25, 2011 and incorporated herein by reference thereto).*
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10.32
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|
Form of Nonqualified Stock Option Award Agreement for Section 16 Officers (Non - U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed on February 25, 2011 and incorporated herein by reference thereto).*
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10.33
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Form of Performance-Based Restricted Stock Unit Award Notice for Executive Committee Members (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K filed on February 24, 2012 and incorporated herein by reference thereto).*
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10.34
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Employment Contract, dated as of November 9, 2009, between Western Union Financial Services GmbH and Hikmet Ersek (filed as Exhibit 10.35 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).*
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10.35
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Expatriate Letter Agreement, dated as of November 9, 2009, between Western Union Financial Services GmbH, The Western Union Company and Hikmet Ersek (filed as Exhibit 10.36 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).*
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10.36
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|
First Amendment to Employment Contract and Expatriate Letter Agreement, dated as of October 7, 2010, between Western Union Financial Services GmbH, The Western Union Company and Hikmet Ersek (filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed on November 5, 2010 and incorporated herein by reference thereto).*
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10.37
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Expatriate Letter Agreement, dated as of January 4, 2012, between Western Union, LLC and Rajesh K. Agrawal (filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 24, 2012 and incorporated herein by reference thereto).*
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10.38
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Credit Agreement, dated as of September 23, 2011, among The Western Union Company, the banks named therein, as lenders, Wells Fargo Bank, National Association, in its capacity as the swing line bank, Wells Fargo Bank, National Association, Citibank, N.A. and JPMorgan Chase Bank, N.A., in their respective capacities as issuing lenders, Citibank, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, Bank of America, N.A., Barclays Bank PLC and U.S. Bank National Association, as documentation agents, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 29, 2011 and incorporated herein by reference thereto).
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10.39
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Amendment No. 1, dated as of June 5, 2014, to the Credit Agreement, dated as of September 23, 2011, among The Western Union Company, the banks named therein, as lenders, Wells Fargo Bank, National Association in its capacity as the swing line bank, Wells Fargo Bank, National Association, Citibank, N.A. and JPMorgan Chase Bank, N.A., in their respective capacities as issuing lenders, Citibank N.A. and JPMorgan Chase Bank, N.A., as syndication agents, Bank of America N.A., Barclays Bank PLC and U.S. Bank National Association, as documentation agents, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2014 and incorporated herein by reference thereto).
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10.40
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Form of Award Agreement Under The Western Union Company Senior Executive Annual Incentive Plan for 2013 (filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
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10.41
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Form of Bonus Stock Unit Award Agreement for Non-Employee Directors Residing in the United States Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2012 and incorporated herein by reference thereto).*
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10.42
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|
Offer Letter, dated as of April 12, 2012, between Western Union, LLC and John "David" Thompson (filed as Exhibit 10.45 to the Company's Annual Report on Form 10-K filed on February 22, 2013 and incorporated herein by reference thereto).*
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10.43
|
|
Form of 2013 Performance-Based Restricted Stock Unit Award Notice for Section 16 Officers (Non-U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.45 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
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10.44
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Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Residing Outside the United States Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.46 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
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10.45
|
|
Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Residing in the United States Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
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10.46
|
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Separation Agreement and Release dated as of January 16, 2014 between Scott T. Scheirman, Western Union, LLC, and The Western Union Company (filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference thereto).*
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10.47
|
|
Form of Award Agreement Under The Western Union Company Senior Executive Annual Incentive Plan for 2014 and Thereafter (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.48
|
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Form of Supplemental Restricted Stock Unit Award Agreement for Section 16 Officers (Non - U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.49
|
|
Form of Supplemental Restricted Stock Unit Award Agreement for Section 16 Officers (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.50
|
|
Form of Nonqualified Stock Option Award Agreement for Section 16 Officers (Non - U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.51
|
|
Form of Nonqualified Stock Option Award Agreement for Section 16 Officers (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.52
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Section 16 Officers (Non - U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.53
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Section 16 Officers (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.54
|
|
Form of Restricted Stock Unit Award Agreement for Section 16 Officers (Non - U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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10.55
|
|
Form of Restricted Stock Unit Award Agreement for Section 16 Officers (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated herein by reference thereto).*
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12
|
|
Computation of Ratio of Earnings to Fixed Charges
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14
|
|
The Western Union Company Code of Ethics for Senior Financial Officers, as Amended and Restated Effective December 9, 2009 (filed as Exhibit 14 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).
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21
|
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Subsidiaries of The Western Union Company
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23
|
|
Consent of Independent Registered Public Accounting Firm
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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
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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
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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
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101.INS
|
|
XBRL Instance Document
|
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101.SCH
|
|
XBRL Taxonomy Extension Schema Document
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101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
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* Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
|
||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|