Western Union(WU) - 2019 Q4 - Annual Report

PART I Forward-Looking Statements This section outlines forward-looking statements in the 10-K report, emphasizing that actual results may differ due to economic conditions, competition, regulatory changes, and operational risks - The report contains forward-looking statements, and actual outcomes may differ materially due to risks, uncertainties, and assumptions[3] - Key risk factors include changes in general economic conditions, failure to compete effectively, political conditions, customer confidence deterioration, inability to adopt new technology, foreign exchange rate fluctuations, security breaches, and regulatory changes[4][5][6][7] Item 1. Business Western Union is a global leader in money movement and payment services, operating through Consumer-to-Consumer and Business Solutions segments with a focus on regulatory compliance - Western Union is a leader in global money movement and payment services, operating through over 550,000 agent locations in more than 200 countries and territories, and via branded websites[8][9] Consolidated Revenue by Segment (2017-2019) | Segment | 2019 | 2018 | 2017 | | :------------------- | :---- | :---- | :---- | | Consumer-to-Consumer | 83 % | 80 % | 79 % | | Business Solutions | 7 % | 7 % | 7 % | | Other | 10 % | 13 % | 14 % | | Total | 100 % | 100 % | 100 % | Overview - Western Union provides fast, reliable, and convenient global money movement and payment services, with a strong brand presence and a network of over 550,000 agent locations in more than 200 countries and territories as of December 31, 2019[8][9] - The company's services include Consumer-to-Consumer money transfers, Business Solutions for cross-border payments and foreign exchange, and other services like bill payments and money orders[9][10][13] Our Segments - Western Union manages its business through two primary segments: Consumer-to-Consumer and Business Solutions, with other services reported under 'Other'[12] - The 'Other' segment includes cash-based and electronic-based bill payment services, money order services, and corporate costs related to strategic initiatives[13] Consolidated Revenue by Segment (2017-2019) | Segment | 2019 | 2018 | 2017 | | :------------------- | :---- | :---- | :---- | | Consumer-to-Consumer | 83 % | 80 % | 79 % | | Business Solutions | 7 % | 7 % | 7 % | | Other | 10 % | 13 % | 14 % | | Total | 100 % | 100 % | 100 % | Consumer-to-Consumer Segment - The Consumer-to-Consumer segment is the core of the business, representing 83% of total consolidated revenues in 2019, primarily from cross-border money transfers[18] - Revenue is derived from customer fees, varying by channel, locations, principal amount, currency exchange differences, and speed of service[19] - Services are offered through walk-in agent locations and online channels (westernunion.com and mobile apps), with various funding and payout options including cash, debit/credit cards, and bank accounts[23][25][26][27][28] - The segment faces robust competition from global and regional money transfer providers, electronic channels (including digital currencies), banks, and informal networks[35][36][37][38] Business Solutions Segment - The Business Solutions segment accounted for 7% of total consolidated revenues in 2019, focusing on cross-border, cross-currency payment and foreign exchange solutions for small and medium-sized enterprises[41] - Revenue is primarily generated from foreign exchange spreads on spot rate currency exchanges, with some revenue from foreign currency forward and option contracts[42][43] - Competition in this segment includes financial institutions, non-bank competitors, and electronic payment providers, with key competitive factors being customer service, expertise, customized solutions, and payment network speed[46][47] Other - The 'Other' segment includes bill payment services in Argentina and the United States, and money order services, contributing 10% of total consolidated revenues in 2019[48] - In May 2019, the company sold a substantial majority of its U.S. electronic bill payments business, Speedpay, for approximately $750 million, recording a pre-tax gain of $523 million[50] - Money order services generate investment income from interest on settlement assets, primarily held in U.S. tax-exempt state and municipal debt securities[51] Intellectual Property - The Western Union® and WU® brands, logos, trademarks, and service marks are globally recognized and material to the company, with significant annual investment in brand support[52] Risk Management - The company manages credit and fraud risks through a dedicated department, monitoring agent receivables, consumer/business transactions (especially electronic ones prone to chargebacks), and derivatives[53][54] - Foreign currency exposure is managed through business structure (settling with agents in major currencies) and short-duration forward contracts, with Business Solutions hedging net currency risks from customer contracts[58] - Interest rate risk is managed by evaluating net asset/liability positions and adjusting the mix of fixed vs. floating rate debt, primarily using interest rate swaps[59] Regulation - Western Union's business is subject to extensive global laws and regulations, including anti-money laundering (AML), anti-terrorist financing, fraud prevention, consumer protection, licensing, and data privacy[60] - Non-compliance by the company, its agents, or subagents can lead to regulatory actions, civil/criminal penalties, license revocations, service limitations, and reputational damage[60] - The company has enhanced its global compliance programs, including dedicated personnel, training, suspicious activity reporting, and agent support, to address evolving legal standards[61][62] Money Transfer and Payment Instrument Licensing and Regulation - Most services are subject to AML laws (e.g., Bank Secrecy Act in the US) requiring risk-based AML programs, reporting of large cash/suspicious transactions, and customer/agent due diligence[63] - Economic sanctions programs (e.g., OFAC) restrict transactions with certain countries, regions, and individuals; new OFAC limits in October 2019 are expected to restrict services to Cuba[64] - In the EU, PSD2 (Second EU Payment Services Directive) has increased supervisory powers, mandated customer identity verification, and imposed investment safeguarding rules, leading to increased compliance costs and risks[70][71][72] Consumer Protection Regulations - The Dodd-Frank Act and the CFPB impose significant consumer protection obligations, including enhanced pre-transaction disclosures, error resolution, and transaction cancellation rights for international transfers from the US[76] - Evolving global consumer protection principles and increased coordination among governmental agencies (e.g., ICPEN) may lead to new laws and increased compliance costs[77] Derivatives Regulations - Dodd-Frank Act rules and EU regulations (e.g., European Market Infrastructure Regulation) subject foreign exchange hedging and derivatives contracts to reporting, recordkeeping, and potential clearing/margin requirements, increasing business costs[78][79] - There is a risk of future CFTC registration as a swap dealer, which would lead to additional costs, including regulatory capital and margin requirements[79] Unclaimed Property Regulations - The company is subject to unclaimed property laws in the US and other countries, requiring turnover of unclaimed property (e.g., unpaid money transfers, money orders) after specified periods[81] Privacy Regulations and Information Security Standards - The company's handling of personal information is subject to evolving information security, data privacy, and data protection laws globally, including GDPR in the EU and CCPA in California[82][84][85] - Increased data localization laws and the pending e-Privacy Regulation in the EU present operational and technological challenges, potentially increasing costs and impacting personal information processing[86][87] - Conflicting regulatory goals (preventing illicit activity vs. protecting privacy) and increasing data sharing requests from government agencies create a complex and rapidly changing legal environment[88][89][90] Banking Regulations - The company has subsidiaries operating under banking licenses in Austria and Brazil and is subject to regulation by the Austrian Financial Market Authority and the Brazilian Central Bank, as well as the NYDFS for its Austrian banking subsidiary[91] Other - Certain services are subject to card association rules and regulations, such as PCI DSS, requiring compliance with payment card account security standards[92] Employees and Labor - As of December 31, 2019, Western Union employed approximately 11,500 employees globally, with about 1,900 in the United States[93] Available Information - The company's SEC filings (10-K, 10-Q, 8-K) are available free of charge on its investor relations website (www.westernunion.com) and the SEC's website (www.sec.gov)[94](index=94&type=chunk) Information About our Executive Officers Executive Officers as of February 20, 2020 | Name | Age | Position | | :--------------- | :-- | :----------------------------------------- | | Hikmet Ersek | 59 | President, Chief Executive Officer, Director | | Raj Agrawal | 54 | Chief Financial Officer | | Jean Claude Farah | 49 | President, Global Network | | Khalid Fellahi | 55 | President, Consumer Money Transfer | | Jacqueline Molnar | 56 | Chief Transformation Officer, Global Head of Compliance | | Michelle Swanback | 51 | President, Product and Platform | | Andrew Summerill | 46 | Interim President, Payments | | Caroline Tsai | 50 | Chief Legal Officer, Corporate Secretary | | Richard Williams | 54 | Chief People Officer | Item 1A. Risk Factors This section details significant risks that could adversely affect Western Union's business, financial condition, results of operations, and cash flows, categorized by business and regulatory environments - Risks are grouped into 'Risks Relating to Our Business and Industry' and 'Risks Related to Our Regulatory and Litigation Environment'[106] Risks Relating to Our Business and Industry - Global economic downturns, slower growth in money transfer markets, and disruptions (e.g., civil unrest, natural disasters, public health emergencies like coronavirus) could reduce demand for services and impact migration patterns, adversely affecting the business[107][108][109][110] - Intense competition from global/niche providers, banks, electronic/mobile/internet services, and digital currencies poses a threat to future growth, requiring effective pricing and service differentiation[120][121][122] - Breaches of information security safeguards or interruptions in systems (including cyber attacks) could damage reputation, disrupt operations, and lead to material costs and regulatory enforcement actions[141][142][143][144] - The company faces credit, liquidity, and fraud risks from agents, consumers, businesses, and third-party processors, especially with the increasing proportion of electronic transactions[160][161][165] - Substantial debt ($3.2 billion as of Dec 31, 2019) and tax obligations (from the Tax Act) could restrict operations, limit dividend payments/share repurchases, and increase vulnerability to economic changes[194] Risks Related to Our Regulatory and Litigation Environment - Failure to comply with a wide range of increasingly strict laws and regulations (AML, anti-terrorist financing, sanctions, consumer protection) by the company or its agents could lead to significant penalties, license revocations, and business model changes[197][198][199] - The company is subject to consent agreements and enforcement actions by regulators (e.g., Joint Settlement Agreements, NYDFS Consent Order), which impose heightened compliance requirements and could result in additional costs or loss of business[209] - Regulatory initiatives and changes in laws, including those related to competition, could undermine exclusive agent arrangements, increase operating costs, or require changes in the business model[216][217][222] - The Dodd-Frank Act and CFPB regulations have significantly impacted the business by imposing additional regulatory obligations, consumer disclosures, error resolution requirements, and potential liability for agent non-compliance[225][226][228] - The company is subject to litigation, including class-action lawsuits, and regulatory actions, which could result in material settlements, judgments, fines, or penalties[236][237] - Compliance with evolving data privacy and security laws (e.g., GDPR, CCPA) increases operational costs and risks of fines, sanctions, and reputational damage[238][241] - Differences between accrued amounts for unclaimed property and actual claims by jurisdictions could significantly impact results and cash flows, especially with ongoing audits[243][244] - Failure to meet changing regulatory capital requirements worldwide could adversely affect the business, financial condition, and liquidity[245][246][248] Item 1B. Unresolved Staff Comments This item indicates no unresolved staff comments from the SEC Item 2. Properties Western Union occupies primarily leased facilities in approximately 50 countries, with corporate headquarters in Denver and international headquarters in Dublin, operating global shared service centers - As of December 31, 2019, the company occupied facilities in approximately 50 countries, mostly leased, for operational, sales, and administrative purposes[249] - Corporate headquarters are in Denver, Colorado, and international headquarters in Dublin, Ireland, with shared service centers in Lithuania, Costa Rica, India, and the Philippines[249] - The company sold its former corporate headquarters in Englewood, Colorado, in January 2020[250] Item 3. Legal Proceedings This item refers to Note 6, Commitments and Contingencies, in the Financial Statements for legal proceedings information - Information on legal proceedings is incorporated by reference from Note 6, Commitments and Contingencies, in Part II, Item 8[251] Item 4. Mine Safety Disclosures This item is not applicable to Western Union's business PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities This section provides information on Western Union's common stock trading, stockholder numbers, stock repurchases, and dividend policy, highlighting factors influencing future decisions - Western Union's common stock trades on the New York Stock Exchange under the symbol 'WU', with 3,203 stockholders of record as of February 14, 2020[253] Common Stock Repurchases (Q4 2019) | Period | Total Number of Shares Purchased (a) | Average Price per Share | | :---------------- | :----------------------------------- | :---------------------- | | October 1 - 31 | 987,962 | $23.93 | | November 1 - 30 | 788,473 | $27.07 | | December 1 - 31 | 795,812 | $27.00 | | Total | 2,572,247 | $25.84 | - The Board of Directors authorized $1.0 billion in common stock repurchases through December 31, 2021, with all remaining available as of December 31, 2019[254] Cash Dividends Declared Per Common Share (2018-2019) | Year | Q1 | Q2 | Q3 | Q4 | | :--- | :---- | :---- | :---- | :---- | | 2019 | $0.20 | $0.20 | $0.20 | $0.20 | | 2018 | $0.19 | $0.19 | $0.19 | $0.19 | - Future dividends and share repurchases depend on financial condition, earnings, liquidity, debt obligations, capital requirements, regulatory constraints, and cash availability in the United States[256] Item 6. Selected Financial Data This section presents a five-year summary of Western Union's selected consolidated financial data, including statements of income, cash flow, and balance sheet information, providing an overview of key financial trends Selected Statements of Income Data (2015-2019) | (in millions, except per share data) | 2019 | 2018 | 2017 | 2016 | 2015 | | :----------------------------------- | :--------- | :--------- | :--------- | :--------- | :--------- | | Revenues | $5,292.1 | $5,589.9 | $5,524.3 | $5,422.9 | $5,483.7 | | Operating expenses | 4,358.1 | 4,467.8 | 5,048.5 | 4,935.9 | 4,371.5 | | Operating income | 934.0 | 1,122.1 | 475.8 | 487.0 | 1,112.2 | | Gain on divestitures of businesses | 524.6 | — | — | — | — | | Interest income | 6.3 | 4.8 | 4.9 | 3.5 | 10.9 | | Interest expense | (152.0) | (149.6) | (142.1) | (152.5) | (167.9) | | Other income/(expense), net | 8.5 | 14.1 | 8.9 | 3.7 | (13.4) | | Income before income taxes | 1,321.4 | 991.4 | 347.5 | 341.7 | 941.8 | | Net income/(loss) | 1,058.3 | 851.9 | (557.1) | 253.2 | 837.8 | | Depreciation and amortization | 257.7 | 264.7 | 262.9 | 263.2 | 270.2 | | Basic Earnings/(loss) per share | $2.47 | $1.89 | $(1.19) | $0.52 | $1.63 | | Diluted Earnings/(loss) per share | $2.46 | $1.87 | $(1.19) | $0.51 | $1.62 | | Cash dividends declared per common share | $0.80 | $0.76 | $0.70 | $0.64 | $0.62 | Selected Cash Flow Data (2015-2019) | (in millions) | 2019 | 2018 | 2017 | 2016 | 2015 | | :---------------------------------- | :------- | :------- | :------- | :--------- | :--------- | | Net cash provided by operating activities | $914.6 | $821.3 | $742.0 | $1,041.9 | $1,071.1 | | Capital expenditures | (127.7) | (339.0) | (177.1) | (229.8) | (266.5) | | Common stock repurchased | (552.6) | (412.4) | (502.8) | (501.6) | (511.3) | Selected Balance Sheet Data (2015-2019) | (in millions) | 2019 | 2018 | 2017 | 2016 | 2015 | | :------------------------ | :--------- | :--------- | :--------- | :--------- | :--------- | | Settlement assets | $3,296.7 | $3,813.8 | $4,188.9 | $3,749.1 | $3,308.7 | | Total assets | 8,758.5 | 8,996.8 | 9,231.4 | 9,419.6 | 9,449.2 | | Settlement obligations | 3,296.7 | 3,813.8 | 4,188.9 | 3,749.1 | 3,308.7 | | Borrowings | 3,229.3 | 3,433.7 | 3,033.6 | 2,786.1 | 3,215.9 | | Total liabilities | 8,798.0 | 9,306.6 | 9,722.8 | 8,517.4 | 8,044.3 | | Total stockholders' equity/(deficit) | (39.5) | (309.8) | (491.4) | 902.2 | 1,404.9 | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes Western Union's financial condition and results of operations for 2019 versus 2018, covering consolidated results, segment performance, capital, liquidity, and critical accounting policies, highlighting currency, divestitures, and restructuring impacts - Consolidated revenues for 2019 decreased by 5% to $5,292.1 million from $5,589.9 million in 2018, primarily due to foreign currency fluctuations and divestitures, partially offset by Consumer-to-Consumer transaction growth[276] - Operating income decreased by 17% to $934.0 million in 2019 from $1,122.1 million in 2018, impacted by foreign currency and increased selling, general, and administrative expenses[276] - Net income increased by 24% to $1,058.3 million in 2019 from $851.9 million in 2018, significantly boosted by a $524.6 million gain on divestitures[276] Consolidated Results of Operations (2019 vs. 2018) | (in millions, except per share amounts) | 2019 | 2018 | % Change | | :-------------------------------------- | :--------- | :--------- | :------- | | Revenues | $5,292.1 | $5,589.9 | (5)% | | Cost of services | 3,086.5 | 3,300.8 | (6)% | | Selling, general, and administrative | 1,271.6 | 1,167.0 | 9% | | Total expenses | 4,358.1 | 4,467.8 | (2)% | | Operating income | 934.0 | 1,122.1 | (17)% | | Gain on divestitures of businesses | 524.6 | — | (a) | | Interest income | 6.3 | 4.8 | 31% | | Interest expense | (152.0) | (149.6) | 2% | | Other income, net | 8.5 | 14.1 | (40)% | | Total other income/(expense), net | 387.4 | (130.7) | (a) | | Income before income taxes | 1,321.4 | 991.4 | 33% | | Provision for income taxes | 263.1 | 139.5 | 89% | | Net income | $1,058.3 | $851.9 | 24% | | Basic Earnings per share | $2.47 | $1.89 | 31% | | Diluted Earnings per share | $2.46 | $1.87 | 32% | Overview - Western Union is a leading provider of money movement and payment services, with two main segments: Consumer-to-Consumer (money transfers) and Business Solutions (cross-border payments and foreign exchange)[267][268] - The 'Other' segment includes bill payment services and money order services, along with certain corporate costs[269] Results of Operations - Revenues for 2019 were negatively impacted by $238.9 million due to fluctuations in the United States dollar against foreign currencies, including a $161.2 million reduction from the strengthening of the dollar against the Argentine peso[272][274] - Operating income was negatively impacted by $63.5 million due to foreign currency fluctuations in 2019, with $43.4 million attributed to the Argentine peso[274] - The sale of the Speedpay business in May 2019 generated a pre-tax gain of approximately $523 million, significantly impacting total other income/expense[275][291] Revenues Overview - GAAP revenues decreased by 5% in 2019 compared to 2018, primarily due to foreign currency fluctuations (4% negative impact) and the divestitures of Speedpay and Paymap (4% negative impact)[282] - Constant currency adjusted revenues, excluding divestitures, increased by 3% in 2019, driven by higher local currency revenue per transaction in Argentina (due to inflation) and growth in the Consumer-to-Consumer segment[282] Consolidated Revenue Change (2019 vs. 2018) | (dollars in millions) | Year 2019 | Ended December 2018 | % Change | | :----------------------------------------------------------------- | :--------- | :------------------ | :------- | | Revenues, as reported - (GAAP) | $5,292.1 | $5,589.9 | (5)% | | Foreign currency impact | | | 4% | | Divestitures impact | | | 4% | | Revenue change, constant currency adjusted and excluding divestitures - (Non-GAAP) | | | 3% | Operating Expenses Overview - The company continues to enhance its global compliance programs to detect and prevent money laundering, terrorist financing, fraud, and other illicit activities, leading to increased costs[283][284] - A restructuring plan approved in August 2019 aims to change the operating model and improve cost structure through senior management reorganization, headcount reduction, and facility consolidation, with expected total expenses of $150 million through 2020[286] - Restructuring-related expenses for 2019 totaled $115.5 million, primarily for severance and employee benefits, allocated to Cost of services ($39.8 million) and Selling, general, and administrative ($75.7 million)[287] Cost of Services - Cost of services, primarily agent commissions (60% of total), decreased in 2019 due to the Speedpay divestiture and lower variable costs, partially offset by restructuring-related severance and employee benefits[289] Selling, General, and Administrative - Selling, general, and administrative expenses increased in 2019 due to restructuring-related expenses (severance, relocation, facility closures, consulting) and higher marketing costs[290] Total Other Income/Expense, Net - Total other income/expense, net, was favorably impacted in 2019 by the gain on the Speedpay sale, partially offset by non-recurring foreign exchange gains in the prior year[291] Income Taxes - The effective tax rate increased to 19.9% in 2019 from 14.1% in 2018, primarily due to increased domestic pre-tax income from divestiture gains and certain discrete items[292] - As of December 31, 2019, total tax contingency reserves were $309.0 million, including accrued interest and penalties[293] - A significant proportion of profits are foreign-derived (67% in 2019), making the overall effective tax rate susceptible to changes in foreign tax laws[294] Earnings Per Share Earnings Per Share (2019 vs. 2018) | Metric | 2019 | 2018 | % Change | | :-------- | :---- | :---- | :------- | | Basic EPS | $2.47 | $1.89 | 31% | | Diluted EPS | $2.46 | $1.87 | 32% | - EPS growth in 2019 was driven by higher net income (including divestiture gains) and a lower number of outstanding shares due to stock repurchases[296] Segment Discussion - Segment results are computed based on consistent accounting policies, with corporate costs allocated primarily by revenue percentage[297][298] - Restructuring-related expenses, goodwill impairment charges, and certain regulatory expenses (NYDFS Consent Order, Joint Settlement Agreements, WU Way initiative) are excluded from segment operating income for performance assessment[299][300][693][694][695][696] Segment Revenues as % of Consolidated Totals (2019 vs. 2018) | Segment | 2019 | 2018 | | :------------------- | :---- | :---- | | Consumer-to-Consumer | 83 % | 80 % | | Business Solutions | 7 % | 7 % | | Other | 10 % | 13 % | | Total | 100 % | 100 % | Consumer-to-Consumer Segment Consumer-to-Consumer Segment Results (2019 vs. 2018) | (dollars and transactions in millions) | 2019 | 2018 | % Change | | :------------------------------------- | :--------- | :--------- | :------- | | Revenues | $4,407.8 | $4,453.6 | (1)% | | Operating income | $975.4 | $1,048.2 | (7)% | | Operating income margin | 22% | 24% | | | Consumer-to-Consumer transactions | 289.4 | 287.0 | 1% | - Consumer-to-Consumer revenue decreased 1% in 2019, despite 1% transaction growth, primarily due to a 2% negative impact from foreign currency fluctuations[309] - Operating income decreased 7% in 2019, impacted by increased corporate overhead allocations (due to Speedpay divestiture) and higher marketing costs, partially offset by decreased variable costs[316] Consumer-to-Consumer Regional Growth (2019) | Region | Revenue Growth/ (Decline), as Reported - (GAAP) | Foreign Exchange Translation Impact | Constant Currency Growth/ (Decline) (Non-GAAP) | Transaction Growth/ (Decline) | | :------------------------------------ | :---------------------------------------------- | :---------------------------------- | :--------------------------------------------- | :---------------------------- | | North America (NA) | 2% | 0% | 2% | (2)% | | Europe and Russia/CIS (EU & CIS) | (2)% | (3)% | 1% | 5% | | Middle East, Africa, and South Asia (MEASA) | (1)% | (1)% | 0% | (1)% | | Latin America and the Caribbean (LACA) | 1% | (10)% | 11% | 8% | | East Asia and Oceania (APAC) | (13)% | (1)% | (12)% | (7)% | | Total Consumer-to-Consumer | (1)% | (2)% | 1% | 1% | | westernunion.com | 17% | (1)% | 18% | 16% | - Westernunion.com represented approximately 14% of Consumer-to-Consumer revenues in 2019, up from 12% in 2018, showing strong growth[307] Business Solutions Segment Business Solutions Segment Results (2019 vs. 2018) | (dollars in millions) | 2019 | 2018 | % Change | | :-------------------- | :----- | :----- | :------- | | Revenues | $388.8 | $386.8 | 0% | | Operating income | $46.8 | $23.4 | (a) | | Operating income margin | 12% | 6% | | - Business Solutions revenue was flat in 2019, with a 4% negative impact from foreign currency exchange rates[318] - Operating income and margin increased in 2019 due to decreased information technology costs and other expense reductions, some of which are not expected to recur[320] Other Other Segment Results (2019 vs. 2018) | (dollars in millions) | 2019 | 2018 | % Change | | :-------------------- | :----- | :----- | :------- | | Revenues | $495.5 | $749.5 | (34)% | | Operating income | $27.3 | $50.5 | (46)% | | Operating income margin | 6% | 7% | | - Other revenue decreased 34% in 2019, primarily due to the sale of Speedpay and a decrease in the Argentine bill payments business from the strengthening of the US dollar against the Argentine peso[323] - Other operating income decreased due to lower Speedpay and Paymap revenues, net of reduced direct and allocated expenses[324] Capital Resources and Liquidity - Primary liquidity sources are cash from operating activities, existing cash balances, and a $1.5 billion revolving credit facility supporting a commercial paper program[325][330] - Future cash flows are subject to economic conditions, tax laws, audit outcomes, and legal contingencies[326] - As of December 31, 2019, cash and cash equivalents were $1,450.5 million, up from $973.4 million in 2018, partly due to $750 million cash proceeds from the Speedpay divestiture[332] - Cash provided by operating activities increased to $914.6 million in 2019 from $821.3 million in 2018, due to timing of significant payments in 2018 (IRS agreement, NYDFS Consent Order) partially offset by taxes from divestiture gains and restructuring payments in 2019[335][336] Outstanding Borrowings (as of December 31, 2019) | Borrowing Type | Amount (in millions) | | :------------------------------ | :------------------- | | Commercial paper | $245.0 | | 3.600% notes due 2022 | 500.0 | | 4.250% notes due 2023 | 300.0 | | 2.850% notes due 2025 | 500.0 | | 6.200% notes due 2036 | 500.0 | | 6.200% notes due 2040 | 250.0 | | Term loan facility borrowing | 950.0 | | Total borrowings at par value | $3,245.0 | | Debt issuance costs and unamortized discount, net | (15.7) | | Total borrowings at carrying value | $3,229.3 | - The company's consolidated adjusted EBITDA interest coverage ratio was 9:1 for 2019, well above the 3:1 covenant requirement[357] Contractual Obligations (as of December 31, 2019) | Items related to amounts included on our balance sheet: | Total | Payments Due Within 1 Year | Payments Due 1-3 Years | Payments Due 3-5 Years | Payments Due After 5 Years | | :------------------------------------------------------ | :---------- | :------------------------- | :--------------------- | :--------------------- | :------------------------- | | Borrowings, including interest | $4,352.6 | $358.4 | $818.0 | $1,306.9 | $1,869.3 | | 2017 United States federal income taxes | 668.0 | 64.0 | 128.0 | 278.0 | 198.0 | | Unrecognized tax benefits | 319.5 | — | — | — | — | | Operating leases | 302.5 | 53.2 | 83.7 | 63.1 | 102.5 | | Foreign currency derivative contracts | 159.5 | 131.4 | 27.6 | 0.5 | — | | Other | 20.5 | 16.2 | 4.3 | — | — | | Other contractual obligations: | | | | | | | Purchase obligations | 166.3 | 102.0 | 57.2 | 6.8 | 0.3 | | Total | $5,988.9 | $725.2 | $1,118.8 | $1,655.3 | $2,170.1 | Critical Accounting Policies and Estimates - The determination of worldwide income tax provision requires significant judgment due to complexities in interpreting tax laws across multiple jurisdictions[379][380] - Tax benefits from uncertain tax positions are recognized only when 'more likely than not' to be sustained, with reserves established based on management's judgment[380][381] - Derivatives are used to manage foreign currency and interest rate exposures and facilitate Business Solutions payments, with certain arrangements designated as cash flow or fair value hedges[384] - Other intangible assets (contract costs, acquired contracts, software) are amortized over their benefit periods and reviewed annually for impairment based on estimated undiscounted cash flows[389][390] - Goodwill is tested for impairment annually at the reporting unit level, involving qualitative and quantitative assessments based on discounted cash flow analyses and significant management judgment regarding revenue growth rates and EBITDA margins[393][394][395][396] - Legal contingencies are accrued when a loss is probable and reasonably estimable, requiring significant judgment due to the unpredictable nature of legal actions[402][403] Item 7A. Quantitative and Qualitative Disclosures About Market Risk This section outlines Western Union's exposure to market risks from foreign currency exchange rates, interest rates, and credit risk, describing strategies and financial instruments used for risk management - The company is exposed to market risks from foreign currency exchange rates, interest rates, and credit risk, managed through a risk management program[407] Foreign Currency Exchange Rates - Foreign exchange risk is managed through business structure (settling with agents in major currencies) and short-duration forward contracts (days to one month) to offset fluctuations between transaction initiation and settlement[408][410] - Longer-term foreign currency forward contracts (up to 36 months) are used to mitigate risks on forecasted revenues, primarily in EUR, CAD, GBP, and AUD[411] - The strengthening of the US dollar against the Argentine peso has negatively impacted results, and further devaluation or transfer restrictions could adversely affect operations and cash flows from Argentina[412] - A hypothetical 10% strengthening/weakening of the US dollar would result in an approximate $45 million decrease/increase to pre-tax annual income[414] Interest Rates - Approximately $1.4 billion of the company's $2.7 billion interest-bearing assets bear floating rates, making them sensitive to interest rate changes[415] - As of December 31, 2019, $1.2 billion of borrowings are subject to floating interest rates, including the Term Loan Facility and commercial paper[417] - A hypothetical 100 basis point increase/decrease in interest rates would result in an approximate $12 million decrease/increase to annual pre-tax income from borrowings, offset by an approximate $14 million increase/decrease from cash and investment balances[419] Credit Risk - Credit risk from investment securities, money market funds, and derivatives is managed by reviewing concentrations, trading levels, credit spreads, and diversifying investments among global financial institutions[420] - Credit risk also arises from agent receivables in money transfer/bill payment processes and from consumer electronic transactions (chargebacks, insufficient funds, fraud)[422] - In Business Solutions, credit risk relates to derivatives written to customers and trade credit extensions, mitigated by ongoing credit reviews and collateral requirements[423] - Losses from bad debts have consistently been approximately 1% of consolidated revenues[424] Item 8. Financial Statements and Supplementary Data This section presents Western Union's audited consolidated financial statements, including income, comprehensive income, balance sheets, cash flow, and stockholders' equity statements, with notes detailing accounting policies and disclosures - The company's internal control over financial reporting was deemed effective as of December 31, 2019, based on COSO criteria, as audited by Ernst & Young LLP[429][431] - Critical audit matters identified include management's estimate of uncertain tax positions and the goodwill impairment assessment of the Business Solutions reporting unit, both involving significant judgment[445][446] Management's Report on Internal Control Over Financial Reporting - Management is responsible for establishing and maintaining adequate internal control over financial reporting, designed to provide reasonable assurance regarding financial reporting reliability[427] - As of December 31, 2019, management concluded that the company's internal control over financial reporting was effective, based on the COSO (2013 framework) criteria[429] Report of Independent Registered Public Accounting Firm - Ernst & Young LLP audited Western Union's internal control over financial reporting and expressed an unqualified opinion that it was effective as of December 31, 2019[431] - The firm also issued an unqualified opinion on the consolidated financial statements for the period ended December 31, 2019[432][439] Opinion on the Financial Statements - The independent registered public accounting firm, Ernst & Young LLP, expressed an unqualified opinion that the consolidated financial statements present fairly, in all material respects, the financial position and results of operations for the period ended December 31, 2019, in conformity with U.S. GAAP[439] Critical Audit Matters - Auditing management's estimate of tax benefits for uncertain tax positions required significant judgment due to the complexity of international tax laws and varying interpretations[446] - The goodwill impairment assessment for the Business Solutions reporting unit was complex due to the subjective nature of assumptions (revenue growth, EBITDA margins) and the reporting unit's fair value not significantly exceeding its carrying value[446] Consolidated Statements of Income/(Loss) Consolidated Statements of Income/(Loss) (2017-2019) | (in millions, except per share amounts) | 2019 | 2018 | 2017 | | :-------------------------------------- | :--------- | :--------- | :--------- | | Revenues | $5,292.1 | $5,589.9 | $5,524.3 | | Cost of services | 3,086.5 | 3,300.8 | 3,353.0 | | Selling, general, and administrative | 1,271.6 | 1,167.0 | 1,231.5 | | Goodwill impairment charge | — | — | 464.0 | | Total expenses | 4,358.1 | 4,467.8 | 5,048.5 | | Operating income | 934.0 | 1,122.1 | 475.8 | | Gain on divestitures of businesses | 524.6 | — | — | | Interest income | 6.3 | 4.8 | 4.9 | | Interest expense | (152.0) | (149.6) | (142.1) | | Other income, net | 8.5 | 14.1 | 8.9 | | Total other income/(expense), net | 387.4 | (130.7) | (128.3) | | Income before income taxes | 1,321.4 | 991.4 | 347.5 | | Provision for income taxes | 263.1 | 139.5 | 904.6 | | Net income/(loss) | $1,058.3 | $851.9 | $(557.1) | | Basic Earnings/(loss) per share | $2.47 | $1.89 | $(1.19) | | Diluted Earnings/(loss) per share | $2.46 | $1.87 | $(1.19) | | Weighted-average shares outstanding (Basic) | 427.6 | 451.8 | 467.9 | | Weighted-average shares outstanding (Diluted) | 430.9 | 454.4 | 467.9 | Consolidated Statements of Comprehensive Income/(Loss) Consolidated Statements of Comprehensive Income/(Loss) (2017-2019) | (in millions) | 2019 | 2018 | 2017 | | :------------------------------------------------ | :--------- | :-------- | :--------- | | Net income/(loss) | $1,058.3 | $851.9 | $(557.1) | | Other comprehensive income/(loss), net of reclassifications and tax: | | | | | Unrealized gains/(losses) on investment securities | 25.8 | (4.3) | 6.5 | | Unrealized gains/(losses) on hedging activities | (11.0) | 50.3 | (74.4) | | Foreign currency translation adjustments | — | (19.5) | (6.2) | | Defined benefit pension plan adjustments | 7.2 | 1.8 | 9.0 | | Total other comprehensive income/(loss) | 22.0 | 28.3 | (65.1) | | Comprehensive income/(loss) | $1,080.3 | $880.2 | $(622.2) | Consolidated Balance Sheets Consolidated Balance Sheets (as of December 31, 2019 and 2018) | (in millions, except per share amounts) | 2019 | 2018 | | :-------------------------------------- | :--------- | :--------- | | Assets | | | | Cash and cash equivalents | $1,450.5 | $973.4 | | Settlement assets | 3,296.7 | 3,813.8 | | Property and equipment, net | 186.9 | 270.4 | | Goodwill | 2,566.6 | 2,725.0 | | Other intangible assets, net | 494.9 | 598.2 | | Other assets | 762.9 | 616.0 | | Total assets | $8,758.5 | $8,996.8 | | Liabilities and stockholders' deficit | | | | Accounts payable and accrued liabilities | $601.9 | $564.9 | | Settlement obligations | 3,296.7 | 3,813.8 | | Income taxes payable | 1,019.7 | 1,054.0 | | Deferred tax liability, net | 152.1 | 161.1 | | Borrowings | 3,229.3 | 3,433.7 | | Other liabilities | 498.3 | 279.1 | | Total liabilities | 8,798.0 | 9,306.6 | | Total stockholders' deficit | (39.5) | (309.8) | | Total liabilities and stockholders' deficit | $8,758.5 | $8,996.8 | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (2017-2019) | (in millions) | 2019 | 2018 | 2017 | | :------------------------------------------------ | :---------- | :---------- | :---------- | | Net cash provided by operating activities | $914.6 | $821.3 | $742.0 | | Net cash provided by/(used in) investing activities | 632.3 | (328.8) | (204.6) | | Net cash used in financing activities | (1,069.8) | (357.2) | (570.5) | | Net change in cash, cash equivalents, and restricted cash | 477.1 | 135.3 | (33.1) | | Cash, cash equivalents, and restricted cash at end of year | $1,456.8 | $979.7 | $844.4 | | Supplemental cash flow information: | | | | | Interest paid | $151.3 | $142.5 | $128.0 | | Income taxes paid/(refunded) | $318.9 | $339.4 | $(11.6) | Consolidated Statements of Stockholders' Equity/(Deficit) Consolidated Statements of Stockholders' Equity/(Deficit) (2017-2019) | (in millions) | Common Shares | Stock Amount | Capital Surplus | Retained Earnings/ (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Total Stockholders' Equity/(Deficit) | | :------------------------------------------------ | :------------ | :----------- | :-------------- | :--------------------------------------- | :----------------------------------- | :----------------------------------- | | Balance, December 31, 2016 | 481.5 | $4.8 | $640.9 | $419.3 | $(162.8) | $902.2 | | Net loss | — | — | — | (557.1) | — | (557.1) | | Common stock dividends declared ($0.70 per share) | — | — | — | (325.6) | — | (325.6) | | Repurchase and retirement of common shares | (25.7) | (0.2) | — | (502.5) | — | (502.7) | | Balance, December 31, 2017 | 459.0 | 4.6 | 697.8 | (965.9) | (227.9) | (491.4) | | Net income | — | — | — | 851.9 | — | 851.9 | | Common stock dividends declared ($0.76 per share) | — | — | — | (341.7) | — | (341.7) | | Repurchase and retirement of common shares | (20.9) | (0.2) | — | (413.8) | — | (414.0) | | Balance, December 31, 2018 | 441.2 | 4.4 | 755.6 | (838.8) | (231.0) | (309.8) | | Net income | — | — | — | 1,058.3 | — | 1,058.3 | | Common stock dividends and dividend equivalents declared ($0.80 per share) | — | — | — | (342.6) | — | (342.6) | | Repurchase and retirement of common shares | (27.6) | (0.2) | — | (552.8) | — | (553.0) | | Balance, December 31, 2019 | 418.0 | $4.2 | $841.2 | $(675.9) | $(209.0) | $(39.5) | Notes to Consolidated Financial Statements 1. Business and Basis of Presentation - Western Union operates in Consumer-to-Consumer and Business Solutions segments, with other services including bill payments and money orders[461][462][463] - Approximately $610 million of subsidiary assets are restricted due to legal or regulatory limitations on transfer outside their respective countries, and subsidiaries must meet minimum capital requirements[464] - Consolidated financial statements are unclassified due to the short-term nature of settlement obligations versus the ability to invest cash awaiting settlement in long-term securities[467] 2. Summary of Significant Accounting Policies - Financial statements are prepared in conformity with U.S. GAAP, requiring management estimates and assumptions[468] - Basic EPS excludes stock options and unvested restricted stock; diluted EPS reflects potential dilution using the treasury stock method[470] - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[473][474][475] - Business combinations are accounted for using the acquisition method, recognizing assets and liabilities at fair value, with excess purchase price recorded as goodwill[479] - Settlement assets ($3,296.7 million in 2019) and obligations ($3,296.7 million in 2019) represent funds received/to be received from agents and amounts payable for money transfers, money orders, and payment services[483][487] - Goodwill is tested for impairment annually at the reporting unit level; a $464.0 million impairment charge was recognized in 2017 for the Business Solutions unit[491] - Other intangible assets, primarily contract costs and software, are amortized on a straight-line basis and reviewed for impairment[492][498] - The company uses derivatives to minimize foreign currency and interest rate exposures and facilitate Business Solutions payments, with certain derivatives designated as cash flow or fair value hedges[506] - New accounting standards adopted in 2019 and 2018 include lease accounting (ROU assets and lease liabilities on balance sheet) and revenue recognition (five-step model), with immaterial impact on financial position and results of operations[516][517] 3. Revenue - Revenue from contracts with customers was $5,033.2 million in 2019 and $5,382.6 million in 2018, primarily derived from transaction fees and foreign exchange spreads[522][523] - Revenue is recognized at a point in time when the integrated service (e.g., money transfer, bill payment) is completed and funds are available to the recipient[526][527][528] Disaggregation of Revenue by Product Type and Region (2019) | Regions: | Consumer Money Transfers | Foreign Exchange and Payment Services | Consumer Bill Payments | Other Services | Total | | :-------------------------------- | :----------------------- | :------------------------------------ | :--------------------- | :------------- | :--------- | | North America (NA) | $1,653.5 | $95.4 | $223.0 | $55.9 | $2,027.8 | | Europe and Russia/CIS (EU & CIS) | 1,350.1 | 127.1 | 3.2 | 4.1 | 1,484.5 | | Middle East, Africa, and South Asia (MEASA) | 642.0 | 1.8 | 0.4 | — | 644.2 | | Latin America and the Caribbean (LACA) | 395.2 | 3.4 | 129.4 | 15.3 | 543.3 | | East Asia and Oceania (APAC) | 263.5 | 68.4 | 1.5 | — | 333.4 | | Revenues from contracts with customers | $4,304.3 | $296.1 | $357.5 | $75.3 | $5,033.2 | | Other revenues | 103.5 | 92.7 | 37.3 | 25.4 | 258.9 | | Total revenues | $4,407.8 | $388.8 | $394.8 | $100.7 | $5,292.1 | 4. Restructuring-Related Expenses and Business Transformation Expenses - A restructuring plan approved in August 2019 aims to reorganize senior management, reduce headcount, and consolidate facilities, with expected total expenses of $150 million through 2020[533] - For 2019, $115.5 million in restructuring-related expenses were incurred, primarily for severance and employee benefits, with $38.2 million paid in cash[535] Restructuring-Related Expenses (2019) | Expense Category | Amount (in millions) | | :--------------------------------- | :------------------- | | Cost of services | $39.8 | | Selling, general, and administrative | 75.7 | | Total expenses, pre-tax | $115.5 | | Total expenses, net of tax | $90.0 | - Business transformation expenses related to the 'WU Way' initiative were effectively complete by December 31, 2017, with $94.4 million incurred in 2017[537][538] 5. Divestitures, Business Combinations, and Goodwill - In May 2019, the company sold its U.S. electronic bill payments business (Speedpay) for approximately $750 million cash, recording a pre-tax gain of $523 million[539] - A goodwill impairment charge of $464.0 million was recognized in 2017 for the Business Solutions reporting unit, driven by decreased projected revenue growth rates, EBITDA margins, and the impact of the Tax Act[540][541] Goodwill by Segment (as of December 31, 2019) | Segment | Goodwill, net (in millions) | | :------------------- | :-------------------------- | | Consumer-to-Consumer | $1,980.7 | | Business Solutions | $532.0 | | Other | $53.9 | | Total | $2,566.6 | 6. Commitments and Contingencies - The company had approximately $335 million in outstanding letters of credit and bank guarantees as of December 31, 2019, primarily for safeguarding consumer funds, lease arrangements, and agent agreements[546] - The company is subject to various claims and litigation, with reasonably possible potential litigation losses in excess of recorded liabilities estimated at approximately $30 million as of December 31, 2019[547][548] - In January 2017, the company entered into Joint Settlement Agreements with the DOJ, FTC, FinCEN, and state attorneys general, requiring a $586 million payment for consumer reimbursement and enhanced compliance practices[550][551][552] - In January 2018, the company agreed to the NYDFS Consent Order, paying a civil monetary penalty of $60 million to resolve an investigation into anti-money laundering programs[564] - A shareholder derivative action filed in January 2020 alleges misconduct related to anti-fraud and AML compliance programs, with the action currently stayed pending a special committee investigation[554][556][557][558] 7. Related Party Transactions - The company pays commissions to certain equity method agents for money transfer and other services, totaling $57.1 million in 2019[567] 8. Investment Securities - Investment securities, primarily highly-rated state and municipal debt securities, are included in Settlement assets and are held to satisfy outstanding settlement obligations in accordance with regulatory requirements[568] - Substantially all investment securities are classified as available-for-sale and recorded at fair value, with unrealized gains and losses excluded from earnings and presented in Accumulated other comprehensive loss[569] Investment Securities within Settlement Assets (as of December 31, 2019) | Category | Amortized Cost (in millions) | Fair Value (in millions) | | :---------------------------------------- | :--------------------------- | :----------------------- | | Money market funds | $24.6 | $24.6 | | State and municipal debt securities | 1,227.4 | 1,257.8 | | State and municipal variable-rate demand notes | 276.1 | 276.1 | | United States government agency mortgage-backed securities | 66.3 | 67.2 | | Corporate debt securities | 52.3 | 52.4 | | Other United States government agency debt securities | 34.9 | 34.9 | | United States Treasury securities | 9.8 | 10.0 | | Total investment securities within Settlement assets | $1,691.4 | $1,723.0 | 9. Fair Value Measurements - Fair value is measured using a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[576] Assets Measured at Fair Value (as of December 31, 2019) | Category | Level 1 (in millions) | Level 2 (in millions) | Total Fair Value (in millions) | | :---------------------------------------- | :-------------------- | :-------------------- | :----------------------------- | | Money market funds | $24.6 | — | $24.6 | | State and municipal debt securities | — | 1,257.8 | 1,257.8 | | State and municipal variable-rate demand notes | — | 276.1 | 276.1 | | United States government agency mortgage-backed securities | — | 67.2 | 67.2 | | Corporate debt securities | — | 52.4 | 52.4 | | Other United States government agency debt securities | — | 34.9 | 34.9 | | United States Treasury securities | 10.0 | — | 10.0 | | Derivatives | — | 204.5 | 204.5 | | Total assets | $34.6 | $1,892.9 | $1,927.5 | Liabilities Measured at Fair Value (as of December 31, 2019) | Category | Level 1 (in millions) | Level 2 (in millions) | Total Fair Value (in millions) | | :---------- | :-------------------- | :-------------------- | :----------------------------- | | Derivatives | — | $159.5 | $159.5 | | Total liabilities | — | $159.5 | $159.5 | - The fair value of borrowings was $3,372.2 million as of December 31, 2019, compared to a carrying value of $3,229.3 million[580] 10. Other Assets and Other Liabilities Components of Other Assets (in millions) | Category | 2019 | 2018 | | :------------------------ | :------- | :------- | | Derivatives | $204.5 | $245.5 | | ROU assets | 199.7 | — | | Prepaid expenses | 102.4 | 101.3 | | Amounts advanced to agents | 96.4 | 57.6 | | Equity method investments | 33.0 | 31.3 | | Other | 126.9 | 180.3 | | Total other assets | $762.9 | $616.0 | Components of Other Liabilities (in millions) | Category | 2019 | 2018 | | :------------------------ | :------- | :------- | | Operating lease liabilities | $242.3 | — | | Derivatives | 159.5 | 176.2 | | Pension obligations | 11.4 | 16.0 | | Other | 85.1 | 86.9 | | Total other liabilities | $498.3 | $279.1 | 11. Income Taxes Pre-Tax Income by Jurisdiction (in millions) | Jurisdiction | 2019 | 2018 | 2017 | | :--------------- | :------- | :--------- | :--------- | | Domestic | $434.7 | $(11.4) | $(238.8) | | Foreign | 886.7 | 1,002.8 | 586.3 | | Total pre-tax income | $1,321.4 | $991.4 | $347.5 | - Foreign sources accounted for 67% of pre-tax income in 2019, down from 101% in 2018, with domestic pre-tax income increasing due to divestiture gains[583] Provision for Income Taxes (in millions) | Category | 2019 | 2018 | 2017 | | :------- | :------ | :------ | :------ | | Federal | $153.7 | $62.9 | $848.5 | | State and local | 22.9 | 0.6 | 5.4 | | Foreign | 86.5 | 76.0 | 50.7 | | Total provision for income taxes | $263.1 | $139.5 | $904.6 | Effective Tax Rate Reconciliation | Item | 2019 | 2018 | 2017 | | :---------------------------------------- | :----- | :----- | :------ | | Federal statutory rate | 21.0% | 21.0% | 35.0% | | State income taxes, net of federal income tax benefits | 1.4% | 0.4% | 1.7% | | Foreign rate differential, net of United States tax paid on foreign earnings | (5.5)% | (8.2)% | (69.3)% | | Divestitures | 2.4% | —% | —% | | Tax Act impact | —% | 2.3% | 251.5% | | NYDFS Consent Order impact | —% | —% | 6.0% | | Goodwill impairment | —% | —% | 46.7% | | Base erosion anti-abuse tax (BEAT) | —% | 3.0% | —% | | Lapse of statute of limitations | (0.5)% | (2.2)% | (10.0)% | | Valuation allowances | 0.1% | —% | 0.8% | | Other | 1.0% | (2.2)% | (2.1)% | | Effective tax rate | 19.9% | 14.1% | 260.3% | - The 2017 Tax Act imposed a one-time tax on previously undistributed foreign earnings, resulting in an approximately $800 million federal tax liability, with $668 million remaining as of December 31, 2019, payable in installments through 2025[592] - Total tax contingency reserves for uncertain tax positions were $309.0 million as of December 31, 2019[593] 12. Employee Benefit Plans - The company administers several defined contribution plans globally, with aggregate expenses of $20.0 million in both 2019 and 2018[600] - The frozen defined benefit pension plan had an unfunded obligation of $11.4 million as of December 31, 2019, down from $16.0 million in 2018[601] - Plan assets totaled $237.1 million in 2019, primarily diversified in fixed income (60%), equity (20%), and alternative investments (**2