Western Union Earnings 2020-03-31

Balance Sheet	Income Statement	Cash Flow
Assets, Equity	Rev, G Profit, Net Income	Ops, Inv, Fin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2020


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number: 001-32903

THE WESTERN UNION COMPANY

(Exact name of registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		20-4531180 (I.R.S. Employer Identification No.)
	7001 EAST BELLEVIEW AVENUE Denver, Colorado 80237 (Address of principal executive offices)

Registrant’s telephone number, including area code: (866) 405-5012

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 Par Value	WU	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2020, 410,904,811 shares of the registrant’s common stock were outstanding.

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THE WESTERN UNION COMPANY

INDEX


		PAGE NUMBER
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Statements of Income for the three months ended March 31, 2020 and 2019	3

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019	4

	Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019	6

	Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2020 and 2019	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53

Item 4.	Controls and Procedures	53

	Review Report of Independent Registered Public Accounting Firm	54

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	57

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in millions, except per share amounts)


	Three Months Ended
	March 31,
	2020		2019
Revenues	$	1,190.0	$	1,337.0
Expenses:
Cost of services		683.4		785.0
Selling, general, and administrative		273.4		300.8
Total expenses		956.8		1,085.8
Operating income		233.2		251.2
Other income/(expense):
Interest income		1.6		2.1
Interest expense		(32.9)		(39.7)
Other income, net		—		2.5
Total other expense, net		(31.3)		(35.1)
Income before income taxes		201.9		216.1
Provision for income taxes		25.2		43.0
Net income	$	176.7	$	173.1
Earnings per share:
Basic	$	0.43	$	0.40
Diluted	$	0.42	$	0.39
Weighted-average shares outstanding:
Basic		414.3		437.7
Diluted		418.3		439.9

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)


	Three Months Ended
	March 31,
	2020		2019
Net income	$	176.7	$	173.1
Other comprehensive income, net of reclassifications and tax (Note 11):
Unrealized gains on investment securities		5.7		13.0
Unrealized gains on hedging activities		20.7		3.9
Defined benefit pension plan adjustments		2.3		2.5
Total other comprehensive income		28.7		19.4
Comprehensive income	$	205.4	$	192.5

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except per share amounts)


	March 31,		December 31,
	2020		2019
Assets
Cash and cash equivalents	$	1,072.8	$	1,450.5
Settlement assets		3,134.6		3,296.7
Property and equipment, net of accumulated depreciation of $639.3 and $616.5, respectively		173.7		186.9
Goodwill		2,566.6		2,566.6
Other intangible assets, net of accumulated amortization of $998.9 and $961.5, respectively		485.1		494.9
Other assets		932.6		762.9
Total assets	$	8,365.4	$	8,758.5
Liabilities and stockholders' deficit
Liabilities:
Accounts payable and accrued liabilities	$	491.6	$	601.9
Settlement obligations		3,134.6		3,296.7
Income taxes payable		1,016.5		1,019.7
Deferred tax liability, net		150.6		152.1
Borrowings		3,070.1		3,229.3
Other liabilities		651.7		498.3
Total liabilities		8,515.1		8,798.0

Commitments and contingencies (Note 8)

Stockholders' deficit:
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued		—		—
Common stock, $0.01 par value; 2,000 shares authorized; 410.9 shares and 418.0 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		4.1		4.2
Capital surplus		854.7		841.2
Accumulated deficit		(828.2)		(675.9)
Accumulated other comprehensive loss		(180.3)		(209.0)
Total stockholders' deficit		(149.7)		(39.5)
Total liabilities and stockholders' deficit	$	8,365.4	$	8,758.5

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)


	Three Months Ended
	March 31,
	2020		2019
Cash flows from operating activities
Net income	$	176.7	$	173.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		16.5		19.2
Amortization		41.7		45.6
Other non-cash items, net		20.8		28.4
Increase/(decrease) in cash resulting from changes in:
Other assets		(23.1)		(7.3)
Accounts payable and accrued liabilities		(109.3)		(44.1)
Income taxes payable		(2.8)		31.1
Other liabilities		(8.1)		(6.4)
Net cash provided by operating activities		112.4		239.6
Cash flows from investing activities
Payments for capitalized contract costs		(21.5)		(15.1)
Payments for internal use software		(7.9)		(6.4)
Purchases of property and equipment		(6.3)		(16.1)
Proceeds from the sale of former corporate headquarters (Note 4)		44.2		—
Purchases of non-settlement related investments and other		—		(4.1)
Proceeds from maturity of non-settlement related investments		0.3		19.8
Purchases of held-to-maturity non-settlement related investments		—		(0.7)
Proceeds from held-to-maturity non-settlement related investments		—		5.9
Net cash provided by/(used in) investing activities		8.8		(16.7)
Cash flows from financing activities
Cash dividends paid		(92.4)		(87.4)
Common stock repurchased (Note 11)		(237.1)		(171.6)
Net repayments of commercial paper		(160.0)		(65.0)
Proceeds from exercise of options		1.0		1.8
Other financing activities		(0.7)		(0.1)
Net cash used in financing activities		(489.2)		(322.3)
Net change in cash, cash equivalents, and restricted cash		(368.0)		(99.4)
Cash, cash equivalents, and restricted cash at beginning of period		1,456.8		979.7
Cash, cash equivalents, and restricted cash at end of period	$	1,088.8	$	880.3
Supplemental cash flow information:
Interest paid	$	18.2	$	24.0
Income taxes paid	$	23.1	$	10.3
Cash paid for lease liabilities	$	12.8	$	12.0
Non-cash lease liabilities arising from obtaining right-of-use assets	$	2.7	$	269.1
Restricted cash at end of period (included in Other assets)	$	16.0	$	6.2

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

(in millions)


								Accumulated
								Other		Total
	Common Stock			Capital		Accumulated		Comprehensive		Stockholders'
	Shares	Amount		Surplus		Deficit		Loss		Deficit
Balance, December 31, 2019	418.0	$	4.2	$	841.2	$	(675.9)	$	(209.0)	$	(39.5)
Adoption of new accounting pronouncement (Note 1)	—		—		—		(0.6)		—		(0.6)
Net income	—		—		—		176.7		—		176.7
Stock-based compensation	—		—		12.5		—		—		12.5
Common stock dividends and dividend equivalents declared ($0.225 per share)	—		—		—		(93.3)		—		(93.3)
Repurchase and retirement of common shares	(9.2)		(0.1)		—		(235.1)		—		(235.2)
Shares issued under stock-based compensation plans	2.1		—		1.0		—		—		1.0
Other comprehensive income (Note 11)	—		—		—		—		28.7		28.7
Balance, March 31, 2020	410.9	$	4.1	$	854.7	$	(828.2)	$	(180.3)	$	(149.7)


								Accumulated
								Other		Total
	Common Stock			Capital		Accumulated		Comprehensive		Stockholders'
	Shares	Amount		Surplus		Deficit		Loss		Deficit
Balance, December 31, 2018	441.2	$	4.4	$	755.6	$	(838.8)	$	(231.0)	$	(309.8)
Net income	—		—		—		173.1		—		173.1
Stock-based compensation	—		—		13.7		—		—		13.7
Common stock dividends ($0.20 per share)	—		—		—		(87.4)		—		(87.4)
Repurchase and retirement of common shares	(10.2)		(0.1)		—		(184.9)		—		(185.0)
Shares issued under stock-based compensation plans	1.9		—		1.8		—		—		1.8
Other comprehensive income (Note 11)	—		—		—		—		19.4		19.4
Balance, March 31, 2019	432.9	$	4.3	$	771.1	$	(938.0)	$	(211.6)	$	(374.2)

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Basis of Presentation

Business

The Western Union Company ("Western Union" or the "Company") is a leader in global money movement and payment services, providing people and businesses with fast, reliable, and convenient ways to send money and make payments around the world. The Western Union^® brand is globally recognized. The Company’s services are primarily available through a network of agent locations in more than 200 countries and territories and through online money transfer transactions conducted and funded through websites and mobile apps marketed under the Company’s brands (“westernunion.com”) and transactions initiated on internet and mobile applications hosted by the Company’s third-party white label or co-branded digital partners (together with westernunion.com, “Digital Money Transfer”). Each location in the Company’s agent network is capable of providing one or more of the Company’s services.

The Western Union business consists of the following segments:

●

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 money transfer service is provided through 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 and, in certain countries, intra-country transfers. This segment also includes money transfer transactions that can be initiated through websites and mobile devices.

●

Business Solutions - The Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations and individuals. The majority of the segment’s business relates to exchanges of currency at spot rates, which enable customers to make cross-currency payments. In addition, in certain countries, the Company writes foreign currency forward and option contracts for customers to facilitate future payments.

All businesses and other services that have not been classified in the above segments are reported as Other, which primarily includes the Company’s cash-based and electronic-based bill payment services which facilitate payments from consumers to businesses and other organizations. In May 2019, the Company sold a substantial majority of its United States based electronic bill payments services, as discussed in Note 4. The Company’s money order and other services, in addition to certain corporate costs such as costs related to strategic initiatives, including costs for the review and closing of mergers, acquisitions, and divestitures, are also included in Other. See Note 16 for further information regarding the Company’s segments.

There are legal or regulatory limitations on transferring certain assets of the Company outside of the countries where these assets are located. However, there are generally no limitations on the use of these assets within those countries. Additionally, the Company must meet minimum capital requirements in some countries in order to maintain operating licenses. As of December 31, 2019, the amount of these net asset limitations totaled approximately $610 million.

Various aspects of the Company’s services and businesses are subject to United States federal, state, and local regulation, as well as regulation by foreign jurisdictions, including certain banking and other financial services regulations.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and were prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X. In compliance with those instructions, certain

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") have been condensed or omitted.

The unaudited condensed consolidated financial statements in this quarterly report are presented on a consolidated basis and include the accounts of the Company and its majority-owned subsidiaries. Results of operations and cash flows for the interim periods are not necessarily indicative of the results that may be expected for the entire year. All significant intercompany transactions and accounts were eliminated as of March 31, 2020 and December 31, 2019 and for all periods presented.

In the opinion of management, these condensed consolidated financial statements include all the normal recurring adjustments necessary to fairly present the Company’s condensed consolidated results of operations, financial position, and cash flows as of March 31, 2020 and for all periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Consistent with industry practice, the accompanying Condensed Consolidated Balance Sheets are unclassified due to the short-term nature of the Company’s settlement obligations contrasted with the Company’s ability to invest cash awaiting settlement in long-term investment securities.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

In March 2020, the World Health Organization declared the outbreak associated with a novel coronavirus (“COVID-19”) a pandemic, and governments throughout the world instituted various actions such as lockdowns, stay-at-home orders, travel restrictions, and closures of non-essential businesses in an effort to reduce the spread of COVID-19. These actions have negatively impacted the Company’s ability to offer its services through a portion of its locations and its retail agent locations, at least temporarily. The Company has recently experienced a decrease in transaction volumes, which the Company believes is due in part to economic decline and uncertainty resulting from the outbreak. The extent to which the COVID-19 outbreak continues to impact the Company’s business, financial condition, results of operations or cash flows will depend on future developments, which are highly uncertain and are difficult to predict.

Recently Adopted Accounting Pronouncements

On January 1, 2020, the Company adopted a new accounting standard that requires entities to measure expected credit losses for certain financial assets held at the reporting date using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. Additionally, the standard requires certain credit losses relating to investment securities classified as available-for-sale to be recorded through an allowance for credit losses. The Company recognized the cumulative effect of the new accounting standard as an adjustment to the January 1, 2020 balance of Accumulated deficit in the Condensed Consolidated Balance Sheets, and the adoption of the new accounting standard did not have a material impact on the Company’s January 1, 2020 accumulated deficit. In accordance with the modified retrospective approach, the comparative information has not been restated and continues to be reported under accounting standards in effect for those periods. Refer to Note 10 for additional information on expected credit losses and the related disclosures.

2. Revenue

The Company’s revenues are primarily derived from consideration paid by customers to transfer money. These revenues vary by transaction based upon factors such as channel, send and receive locations, the principal amount sent,

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

whether the money transfer involves different send and receive currencies, the difference between the exchange rate set by the Company to the customer and the rate available in the wholesale foreign exchange market, and speed of service, as applicable. The Company also offers several other services, including foreign exchange and payment services and other bill payment services, for which revenue is impacted by similar factors. For the substantial majority of the Company’s revenues, the Company acts as the principal in transactions and reports revenue on a gross basis, as the Company controls the service at all times prior to transfer to the customer, is primarily responsible for fulfilling the customer contracts, has the risk of loss, and has the ability to establish transaction prices. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

The Company recognized $1,122.6 million and $1,275.4 million in revenues from contracts with customers for the three months ended March 31, 2020 and 2019, respectively. There are no material upfront costs incurred to obtain contracts with customers. Under the Company’s loyalty programs, which are primarily offered in its money transfer services, the Company must fulfill loyalty program rewards earned by customers. The loyalty program redemption activity has been and continues to be insignificant to the Company’s results of operations, and the Company has immaterial contract liability balances, which primarily relate to its customer loyalty programs and other services. Contract asset balances related to customers were also immaterial as of the periods presented, as the Company typically receives payment of consideration from its customers prior to satisfying performance obligations under the customer contracts. In addition to revenue generated from contracts with customers, the Company recognizes revenue from other sources, including the sale of derivative financial instruments and investment income generated on settlement assets primarily related to money transfer and money order services.

The Company analyzes its different services individually to determine the appropriate basis for revenue recognition, as further described below. Revenues from consumer money transfers are included in the Company’s Consumer-to-Consumer segment, revenues from foreign exchange and payment services are included in the Company’s Business Solutions segment, and revenues from consumer bill payments and other services are not included in the Company’s segments and are reported as Other. See Note 16 for further information on the Company’s segments.

Consumer Money Transfers

For the Company’s money transfer services, customers agree to the Company’s terms and conditions at the time of initiating a transaction. In a money transfer, the Company has one performance obligation as the customer engages the Company to perform one integrated service which typically occurs within minutes — collect the customer’s money and make funds available for payment to a designated person in the currency requested. Therefore, the Company recognizes revenue upon completion of the following: (i) the customer’s acknowledgment of the Company’s terms and conditions and payment information has been received by the Company, (ii) the Company has agreed to process the money transfer, (iii) the Company has provided the customer a unique transaction identification number, and (iv) funds are available to be picked up by the customer’s designated receiving party. The transaction price is comprised of a transaction fee and the difference between the exchange rate set by the Company to the customer and the rate available in the wholesale foreign exchange market, as applicable, both of which are readily determinable at the time the transaction is initiated.

Foreign Exchange and Payment Services

For the Company’s foreign exchange and payment services, customers agree to terms and conditions for all transactions, either at the time of initiating a transaction or signing a contract with the Company to provide payment services on the customer’s behalf. In the majority of the Company’s foreign exchange and payment services, the Company makes payments to the recipient to satisfy its performance obligation to the customer, and therefore, the Company recognizes revenue on foreign exchange and payment services when this performance obligation has been fulfilled. Revenues from foreign exchange and payment services are primarily comprised of the difference between the exchange rate set by the Company to the customer and the rate available in the wholesale foreign exchange market.

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Consumer Bill Payments

The Company offers several different bill payment services that vary by considerations such as: (i) who pays the fee to the Company (consumer or biller), (ii) whether the service is offered to all potential consumers, or only to those for which the Company has a relationship with the biller, and (iii) whether the service utilizes a physical agent network offered for consumers’ convenience, among other factors. The determination of which party is the Company’s customer for revenue recognition purposes is based on these considerations for each of the Company’s bill payment services. For all transactions, the Company’s customers agree to the Company’s terms and conditions, either at the time of initiating a transaction (where the consumer is determined to be the customer for revenue recognition purposes) or upon signing a contract with the Company to provide services on the biller’s behalf (where the biller is determined to be the customer for revenue recognition purposes). As with consumer money transfers, customers engage the Company to perform one integrated service — collect money from the consumer and process the bill payment transaction, thereby providing the billers real-time or near real-time information regarding their customers’ payments and simplifying the billers’ collection efforts. In May 2019, the Company sold a substantial majority of its United States based electronic bill payments services, as discussed in Note 4.

Management has determined that the significant majority of the Company’s revenue is recognized at a point in time. The following tables represent the disaggregation of revenue earned from contracts with customers by product type and region for the three months ended March 31, 2020 and 2019 (in millions). The regional split of revenue shown in the tables below is based upon where transactions are initiated.


	Three Months Ended March 31, 2020
			Foreign
	Consumer		Exchange
	Money		and Payment		Consumer		Other
	Transfers		Services		Bill Payments		Services		Total
Regions:
North America	$	384.8	$	22.2	$	22.7	$	14.4	$	444.1
Europe and Russia/CIS		300.9		31.5		0.8		0.7		333.9
Middle East, Africa, and South Asia		156.9		0.5		0.1		—		157.5
Latin America and the Caribbean		84.4		0.6		23.8		2.1		110.9
East Asia and Oceania		59.1		16.8		0.3		—		76.2
Revenues from contracts with customers	$	986.1	$	71.6	$	47.7	$	17.2	$	1,122.6
Other revenues^(a)		29.3		26.8		5.3		6.0		67.4
Total revenues^(b)	$	1,015.4	$	98.4	$	53.0	$	23.2	$	1,190.0


	Three Months Ended March 31, 2019
			Foreign
	Consumer		Exchange
	Money		and Payment		Consumer		Other
	Transfers		Services		Bill Payments ^(c)		Services		Total
Regions:
North America	$	395.5	$	22.1	$	115.1	$	14.5	$	547.2
Europe and Russia/CIS		323.2		31.9		0.6		0.9		356.6
Middle East, Africa, and South Asia		153.3		0.5		0.1		—		153.9
Latin America and the Caribbean		95.3		1.0		33.6		3.5		133.4
East Asia and Oceania		66.5		17.5		0.3		—		84.3
Revenues from contracts with customers	$	1,033.8	$	73.0	$	149.7	$	18.9	$	1,275.4
Other revenues^(a)		23.1		22.6		9.5		6.4		61.6
Total revenues^(b)	$	1,056.9	$	95.6	$	159.2	$	25.3	$	1,337.0

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(a)	Includes revenue from the sale of derivative financial instruments, investment income generated on settlement assets primarily related to money transfer and money order services, and other sources.

(b)

Revenues from "Consumer money transfers" are included in the Company’s Consumer-to-Consumer segment, revenues from "Foreign exchange and payment services" are included in the Company’s Business Solutions segment, and revenues from "Consumer bill payments" and "Other services" are not included in the Company’s segments and are reported as Other. See Note 16 for further information on the Company’s segments.

(c)

On February 28, 2019, the Company entered into an agreement with ACI Worldwide Corp. and ACW Worldwide, Inc. to sell its United States electronic bill payments business known as “Speedpay,” and closed the transaction on May 9, 2019. Included within North America revenues are Speedpay revenues of $88.2 million for the three months ended March 31, 2019.

3. Earnings Per Share

The calculation of basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Outstanding options to purchase Western Union stock and unvested shares of restricted stock are excluded from basic shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The treasury stock method assumes proceeds from the exercise price of stock options and the unamortized compensation expense of options and restricted stock are available to acquire shares at an average market price throughout the period, and therefore, reduce the dilutive effect.

For the three months ended March 31, 2020 and 2019, there were 1.1 million and 4.4 million, respectively, of shares excluded from the diluted earnings per share calculation under the treasury stock method, primarily due to outstanding restricted stock units and options to purchase shares of Western Union stock, as the assumed proceeds of the restricted stock and options per unit were above the Company’s average share price during the periods and their effect was anti-dilutive.

The following table provides the calculation of diluted weighted-average shares outstanding (in millions):


	Three Months Ended
	March 31,
	2020	2019
Basic weighted-average shares outstanding	414.3	437.7
Common stock equivalents	4.0	2.2
Diluted weighted-average shares outstanding	418.3	439.9

4. Divestitures

On February 28, 2019, the Company entered into an agreement with ACI Worldwide Corp. and ACW Worldwide, Inc. to sell its United States electronic bill payments business known as “Speedpay,” which had been included as a component of Other in the Company’s segment reporting. The Company received approximately $750 million and recorded a pre-tax gain on the sale of approximately $523 million in the second quarter of 2019 in the all-cash transaction that closed on May 9, 2019. Speedpay revenues and direct operating expenses included in the Company’s results were $88.2 million and $67.6 million, respectively, for the three months ended March 31, 2019.

On May 6, 2019, the Company completed the sale of Paymap Inc. (“Paymap”), which provides electronic mortgage bill payment services, for contingent consideration and immaterial cash proceeds received at closing. The Company recorded an immaterial pre-tax gain related to this sale in the second quarter of 2019.

In the first quarter of 2020, the Company sold its former corporate headquarters and recorded an immaterial pre-tax net gain on the sale. The proceeds from this sale have been included in Cash flows from investing activities within the Company’s Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020.

Table of Contents

THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. Restructuring-Related Expenses

On August 1, 2019, the Company’s Board of Directors approved a plan to change the Company’s operating model and improve its business processes and cost structure by reorganizing the Company’s senior management, including those managers reporting to the Chief Executive Officer, reducing its headcount, and consolidating various facilities. The Company expects to incur approximately $150 million of total expenses through 2020, with approximately $110 million related to severance and employee-related benefits and approximately $40 million related to costs associated with the relocation of various operations to other Company facilities, costs related to facility closures, lease terminations, consulting, and other expenses. Substantially all of these expenses are expected to be paid in cash. The foregoing figures are the Company’s estimates and are subject to change as the plan is anticipated to be completed by the end of 2020.

While certain of the expenses may be identifiable to the Company’s segments, primarily to the Company’s Consumer-to-Consumer segment, the expenses are not included in the measurement of segment operating income provided to the Chief Operating Decision Maker (“CODM”) for purposes of performance assessment and resource allocation. These expenses are therefore excluded from the Company’s segment operating income results. These expenses are specific to this initiative; however, the types of expenses related to this initiative are similar to expenses that the Company has previously incurred and can reasonably be expected to incur in the future.

The following table summarizes the activity for the three months ended March 31, 2020 for expenses related to the restructuring accruals, which are included in Accounts payable and accrued liabilities in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2020, and the total expenses incurred since the inception of the restructuring plan (in millions):


	Severance and		Facility Relocations
	Related		and Closures,
	Employee		Consulting,
	Benefits		and Other		Total
Balance, December 31, 2019	$	71.2	$	2.1	$	73.3
Expenses ^(a)		3.2		7.3		10.5
Cash payments		(19.5)		(5.0)		(24.5)
Non-cash benefits/(charges) ^(a)		0.1		(0.2)		(0.1)
Balance, March 31, 2020	$	55.0	$	4.2	$	59.2

Total expenses incurred-to-date	$	101.2	$	24.8	$	126.0

(a)

Non-cash benefits/(charges) include non-cash write-offs and accelerated depreciation of right-of-use assets and leasehold improvements and a non-cash benefit for adjustments to stock compensation for awards forfeited by employees. These amounts have been removed from the liability balance in the table above as they do not impact the restructuring accruals.

The following table presents restructuring-related expenses as reflected in the Condensed Consolidated Statements of Income (in millions):


	Three Months Ended
	March 31, 2020
Cost of services	$	0.9
Selling, general, and administrative		9.6
Total expenses, pre-tax	$	10.5
Total expenses, net of tax	$	9.2

Table of Contents

THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. Leases

The Company leases real properties for use as administrative and sales offices, in addition to automobiles and office equipment. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition. Operating lease right-of-use (“ROU”) assets are initially measured at the present value of leas

Price	21.91	EPS	3
Shares	433	P/E	8
MCap	9,487	P/FCF	14
Net Debt	-1,398	EBIT	1,359
TEV	8,089	TEV/EBIT	6
TTM 2019-09-30, in MM, except price, ratios

10-Q	2020-03-31	Filed 2020-05-05
10-K	2019-12-31	Filed 2020-02-20
10-Q	2019-09-30	Filed 2019-10-31
10-Q	2019-06-30	Filed 2019-08-01
10-Q	2019-03-31	Filed 2019-05-07
10-K	2018-12-31	Filed 2019-02-21
10-Q	2018-09-30	Filed 2018-11-01
10-Q	2018-06-30	Filed 2018-08-02
10-Q	2018-03-31	Filed 2018-05-01
10-K	2017-12-31	Filed 2018-02-22
10-Q	2017-09-30	Filed 2017-11-02
10-Q	2017-06-30	Filed 2017-08-03
10-Q	2017-03-31	Filed 2017-05-02
10-K	2016-12-31	Filed 2017-02-22
10-Q	2016-09-30	Filed 2016-11-01
10-Q	2016-06-30	Filed 2016-08-03
10-Q	2016-03-31	Filed 2016-05-03
10-K	2015-12-31	Filed 2016-02-19
10-Q	2015-09-30	Filed 2015-10-29
10-Q	2015-06-30	Filed 2015-07-30
10-Q	2015-03-31	Filed 2015-04-30
10-K	2014-12-31	Filed 2015-02-20
10-Q	2014-09-30	Filed 2014-10-30
10-Q	2014-06-30	Filed 2014-07-31
10-Q	2014-03-31	Filed 2014-05-01
10-K	2013-12-31	Filed 2014-02-24
10-Q	2013-09-30	Filed 2013-11-04
10-Q	2013-06-30	Filed 2013-08-07
10-Q	2013-03-31	Filed 2013-05-06
10-K	2012-12-31	Filed 2013-02-22
10-Q	2012-09-30	Filed 2012-11-06
10-Q	2012-06-30	Filed 2012-08-02
10-Q	2012-03-31	Filed 2012-05-01
10-Q	2011-09-30	Filed 2011-11-03
10-Q	2011-06-30	Filed 2011-08-02
10-Q	2011-03-31	Filed 2011-05-04
10-K	2010-12-31	Filed 2011-02-25
10-Q	2010-09-30	Filed 2010-11-05
10-Q	2010-06-30	Filed 2010-08-04
10-Q	2010-03-31	Filed 2010-05-06
10-K	2009-12-31	Filed 2010-02-26

8-K	2020-07-01	Officers, Exhibits
8-K	2020-06-02
8-K	2020-05-28
8-K	2020-05-14
8-K	2020-05-05
8-K	2020-03-27
8-K	2020-03-24
8-K	2020-02-11
8-K	2019-12-18
8-K	2019-12-04
8-K	2019-11-25
8-K	2019-11-18
8-K	2019-10-31
8-K	2019-09-24
8-K	2019-08-01
8-K	2019-05-29
8-K	2019-05-17
8-K	2019-05-09
8-K	2019-05-07
8-K	2019-03-12
8-K	2019-02-28
8-K	2019-02-07
8-K	2018-12-18
8-K	2018-12-11
8-K	2018-07-19
8-K	2018-06-11
8-K	2018-05-18
8-K	2018-05-01
8-K	2018-02-13
8-K	2018-01-04

EX-15	wu-20200331xex15.htm
EX-31.1	wu-20200331xex31d1.htm
EX-31.2	wu-20200331xex31d2.htm
EX-32	wu-20200331xex32.htm

WU 10Q Quarterly Report

Western Union Earnings 2020-03-31