10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________ 

FORM 10-Q

 ___________________________________ 

(mark one)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period Ended March 31, 2015

¨ 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: 001-31950

___________________________________  

MONEYGRAM INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 ___________________________________ 

Delaware	16-1690064
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2828 N. Harwood St., 15th Floor Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

(214) 999-7552

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

___________________________________  

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x   No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 1, 2015, 53,197,934 shares of common stock, $0.01 par value, were outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Comprehensive (Loss) Income	5
Consolidated Statements of Cash Flows	6
Consolidated Statements of Stockholders’ Deficit	7
Notes to the Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	49
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6. Exhibits	51
Signatures	52
Exhibit Index	53
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-101

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MONEYGRAM INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

UNAUDITED

(Amounts in millions, except share data)	March 31, 2015			December 31, 2014
ASSETS
Cash and cash equivalents	$	175.2		$	250.6
Settlement assets	3,535.9			3,533.6
Property and equipment, net	174.7			165.6
Goodwill	442.1			442.5
Other assets	251.0			249.9
Total assets	$	4,578.9		$	4,642.2
LIABILITIES
Payment service obligations	$	3,535.9		$	3,533.6
Debt	961.0			963.5
Pension and other postretirement benefits	123.2			125.7
Accounts payable and other liabilities	220.6			202.1
Total liabilities	4,840.7			4,824.9
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS’ DEFICIT
Participating Convertible Preferred Stock - Series D, $0.01 par value, 200,000 shares authorized, 71,282 issued at March 31, 2015 and December 31, 2014	183.9			183.9
Common stock, $0.01 par value, 162,500,000 shares authorized, 58,823,567 shares issued at March 31, 2015 and December 31, 2014	0.6			0.6
Additional paid-in capital	986.8			982.8
Retained loss	(1,219.9		)	(1,144.6		)
Accumulated other comprehensive loss	(77.7		)	(67.1		)
Treasury stock: 5,629,285 and 5,734,338 shares at March 31, 2015 and December 31, 2014, respectively	(135.5		)	(138.3		)
Total stockholders’ deficit	(261.8		)	(182.7		)
Total liabilities and stockholders’ deficit	$	4,578.9		$	4,642.2

See Notes to the Consolidated Financial Statements

3

MONEYGRAM INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	Three Months Ended March 31,
(Amounts in millions, except per share data)	2015			2014
REVENUE
Fee and other revenue	$	327.7		$	367.7
Investment revenue	2.9			7.2
Total revenue	330.6			374.9
OPERATING EXPENSES
Fee and other commissions expense	153.4			170.9
Investment commissions expense	0.1			0.1
Total commissions expense	153.5			171.0
Compensation and benefits	74.7			69.7
Transaction and operations support	70.4			71.3
Occupancy, equipment and supplies	15.5			12.8
Depreciation and amortization	14.8			13.1
Total operating expenses	328.9			337.9
OPERATING INCOME	1.7			37.0
OTHER EXPENSE
Interest expense	11.1			9.7
Total other expense	11.1			9.7
(Loss) income before income taxes	(9.4		)	27.3
Income tax expense (benefit)	62.6			(11.7		)
NET (LOSS) INCOME	$	(72.0	)	$	39.0
(LOSS) EARNINGS PER COMMON SHARE
Basic	$	(1.16	)	$	0.54
Diluted	$	(1.16	)	$	0.54
Weighted-average outstanding common shares and equivalents used in computing (loss) earnings per share
Basic	62.0			71.6
Diluted	62.0			71.9

See Notes to the Consolidated Financial Statements

4

MONEYGRAM INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

UNAUDITED

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
NET (LOSS) INCOME	$	(72.0	)	$	39.0
OTHER COMPREHENSIVE LOSS
Net change in unrealized holding gains on available-for-sale securities arising during the period, net of tax expense of $0.0 and $0.5	0.1			(4.4		)
Net change in pension liability, net of tax benefit of $0.8 and $0.6	1.4			1.0
Unrealized foreign currency translation adjustments, net of tax benefit $6.9 and $0.6	(12.1		)	(1.0		)
Other comprehensive loss	(10.6		)	(4.4		)
COMPREHENSIVE (LOSS) INCOME	$	(82.6	)	$	34.6

See Notes to the Consolidated Financial Statements

5

MONEYGRAM INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(72.0	)	$	39.0
Depreciation and amortization	14.8			13.1
Signing bonus amortization	14.6			11.8
Signing bonus payments	(44.0		)	(4.9		)
Amortization of debt discount and deferred financing costs	0.7			0.6
Non-cash compensation and pension expense	6.9			5.5
Change in other assets	20.2			(15.7		)
Change in accounts payable and other liabilities	12.9			(14.4		)
Other non-cash items, net	(0.1		)	(5.4		)
Net cash (used in) provided by operating activities	(46.0		)	29.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(26.9		)	(17.1		)
Net cash used in investing activities	(26.9		)	(17.1		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(2.5		)	(2.1		)
Proceeds from exercise of stock options	—			0.4
Net cash used in financing activities	(2.5		)	(1.7		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(75.4		)	10.8
CASH AND CASH EQUIVALENTS—Beginning of period	250.6			318.8
CASH AND CASH EQUIVALENTS—End of period	$	175.2		$	329.6
Supplemental cash flow information:
Cash payments for interest	$	10.4		$	9.1
Cash payments for income taxes	$	7.6		$	0.1
Change in accrued purchases of property and equipment	$	(1.0	)	$	(5.2	)

See Notes to the Consolidated Financial Statements

6

MONEYGRAM INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

UNAUDITED

(Amounts in millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Loss			Accumulated Other Comprehensive Loss			Treasury Stock			Total
January 1, 2015	$	183.9	$	0.6	$	982.8	$	(1,144.6	)	$	(67.1	)	$	(138.3	)	$	(182.7	)
Net loss	—		—		—		(72.0		)	—			—			(72.0		)
Stock-based compensation activity	—		—		4.0		(3.3		)	—			2.8			3.5
Net change in available-for-sale securities, net of tax	—		—		—		—			0.1			—			0.1
Net change in pension liability, net of tax	—		—		—		—			1.4			—			1.4
Unrealized foreign currency translation adjustment, net of tax	—		—		—		—			(12.1		)	—			(12.1		)
March 31, 2015	$	183.9	$	0.6	$	986.8	$	(1,219.9	)	$	(77.7	)	$	(135.5	)	$	(261.8	)

(Amounts in millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Loss			Accumulated Other Comprehensive Loss			Treasury Stock			Total
January 1, 2014	$	281.9	$	0.6	$	1,011.8	$	(1,214.4	)	$	(33.0	)	$	(123.9	)	$	(77.0	)
Net income	—		—		—		39.0			—			—			39.0
Stock-based compensation activity	—		—		3.0		(1.8		)	—			1.7			2.9
Net change in available-for-sale securities, net of tax	—		—		—		—			(4.4		)	—			(4.4		)
Net change in pension liability, net of tax	—		—		—		—			1.0			—			1.0
Unrealized foreign currency translation adjustment, net of tax	—		—		—		—			(1.0		)	—			(1.0		)
March 31, 2014	$	281.9	$	0.6	$	1,014.8	$	(1,177.2	)	$	(37.4	)	$	(122.2	)	$	(39.5	)

See Notes to the Consolidated Financial Statements

7

MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Description of the Business and Basis of Presentation

References to “MoneyGram,” the “Company,” “we,” “us” and “our” are to MoneyGram International, Inc. and its subsidiaries and consolidated entities.

Nature of Operations — MoneyGram offers products and services under its two reporting segments: Global Funds Transfer ("GFT") and Financial Paper Products ("FPP"). The GFT segment provides global money transfer services and bill payment services to consumers through a network of agent locations. The FPP segment provides official check outsourcing services and money orders through financial institutions and agent locations.

Basis of Presentation — The accompanying unaudited consolidated financial statements of MoneyGram are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for future periods. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

As of December 31, 2014, we recast our Consolidated Balance Sheets to include the settlement cash and cash equivalents, receivables, net, interest-bearing investments and available-for-sale investments in a new balance sheet caption, entitled "Settlement assets," in an amount equal to "Payment service obligations." The historically reported assets in excess of payment service obligations are now presented as unrestricted "Cash and cash equivalents" on the Consolidated Balance Sheets. Prior year amounts have been reclassified to conform to current year presentation.

Similar presentation changes have been made on the prior year Consolidated Statement of Cash Flows to conform to current year presentation disclosing ending unrestricted "Cash and cash equivalents." In addition, we have recast the Consolidated Statements of Cash Flows to net the changes in Settlement assets and Payment service obligations in the operating section of the statement. Historically, investments used to settle payment service obligations were included in the investing section of the cash flow statement; however, settlement assets represent funds received or to be received from agents for unsettled money transfers, money orders and customer payments, the receipt of which creates an equal and offsetting settlement obligation for subsequent payment to the intended recipient. Settlement assets are segregated due to their restricted nature, as they are held for payout to customers and subject to restrictions by various U.S. state agencies and foreign jurisdictions pursuant to licensing requirements. Since "Settlement assets" and the related "Payment service obligations" fluctuate in equal amounts with another, they do not have a net impact on the Company’s cash flows.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and assumptions are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.

Recent Accounting Pronouncements and Related Developments — In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, ("ASU 2015-02"). The new consolidation standard amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for the annual period ending after December 15, 2015, and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our financial position or results of operations.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. ASU 2015-03 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We do not believe that adoption of ASU 2015-03 will have a significant impact on our consolidated financial statements.

8

Note 2 — Reorganization and Restructuring Costs

In the first quarter of 2014, the Company announced the implementation of a global transformation program (the "2014 Global Transformation Program"), which includes certain reorganization and restructuring activities centered around facilities and headcount rationalization, system efficiencies and headcount right-shoring and outsourcing. The Company projects that the reorganization and restructuring activities will conclude at or near the end of the 2015 fiscal year. The activities include employee termination benefits and other costs which qualify as restructuring activities as defined by ASC 420, Exit or Disposal Cost Obligations ("ASC 420"), as well as certain reorganization activities related to the relocation of various operations to existing or new Company facilities and third party providers which are outside the scope of ASC 420. The following figures are the Company’s estimates and are subject to change as the 2014 Global Transformation Program continues to be implemented.

The following table is a roll-forward of the restructuring costs accrual related to the 2014 Global Transformation Program as of March 31, 2015:

(Amounts in millions)	Severance, Outplacement and Related Benefits			Other (1)		Total
Balance, December 31, 2014	$	12.6		$	0.7	$	13.3
Expenses	2.2			0.2		2.4
Cash payments	(3.0		)	—		(3.0		)
Balance, March 31, 2015	$	11.8		$	0.9	$	12.7

⁽¹⁾ Other primarily relates to expenses for facilities relocation and professional fees. Such costs are expensed as incurred.

The following table is a summary of the cumulative restructuring costs incurred to date in operating expenses and the estimated remaining restructuring costs to be incurred for the 2014 Global Transformation Program as of March 31, 2015:

(Amounts in millions)	Severance, Outplacement and Related Benefits		Other (1)		Total
Restructuring costs
Cumulative restructuring expenses incurred to date in operating expenses	$	16.8	$	1.9	$	18.7
Estimated additional restructuring expenses to be incurred	1.6		0.2		1.8
Total restructuring costs incurred and to be incurred	$	18.4	$	2.1	$	20.5

⁽¹⁾ Other primarily relates to expenses for facilities relocation and professional fees. Such costs are expensed as incurred.

The following table summarizes the reorganization and restructuring costs recorded for the three months ended March 31, 2015:

(Amounts in millions)	Three Months Ended March 31, 2015
Restructuring costs in operating expenses:
Compensation and benefits	$	2.2
Transaction and operations support	0.2
Total restructuring costs in operating expenses	2.4
Reorganization costs in operating expenses:
Compensation and benefits	4.0
Transaction and operations support	2.7
Occupancy, equipment and supplies	0.8
Total reorganization costs in operating expenses	7.5
Total reorganization and restructuring costs	$	9.9

9

The following table is a summary of restructuring expenses related to the 2014 Global Transformation Program incurred by reportable segment:

(Amounts in millions)	GFT		FPP		Other		Total
First quarter 2015	$	2.2	$	0.2	$	—	$	2.4
Total cumulative expenses incurred to date in operating expenses	$	16.1	$	1.9	$	0.7	$	18.7
Total estimated additional expenses to be incurred	1.6		0.2		—		1.8
Total restructuring expenses	$	17.7	$	2.1	$	0.7	$	20.5

Note 3 — Settlement Assets and Payment Service Obligations

Settlement assets represent funds received or to be received from agents for unsettled money transfers, money orders and consumer payments. The Company records corresponding payment service obligations relating to amounts payable under money transfers, money orders and consumer payment service arrangements. Settlement assets consist of cash and cash equivalents, receivables and investments. Payment service obligations primarily consist of: outstanding payment instruments; amounts owed to financial institutions for funds paid to the Company to cover clearings of official check payment instruments, remittances and clearing adjustments; amounts owed to agents for funds paid to consumers on behalf of the Company; commissions owed to financial institution customers and agents for instruments sold; amounts owed to investment brokers for purchased securities; and unclaimed instruments owed to various jurisdictions. These obligations are recognized by the Company at the time the underlying transactions occur.

The following table summarizes the amount of Settlement assets and Payment service obligations at March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Settlement assets:
Settlement cash and cash equivalents	$	1,699.1		$	1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
	3,535.9			3,533.6
Payment service obligations	$	(3,535.9	)	$	(3,533.6	)

The Company was in compliance with its contractual and financial regulatory requirements as of March 31, 2015 and December 31, 2014. See Note 7 — Debt for additional disclosure in regards to the Company's compliance with its contractual and financial requirements.

10

Note 4 — Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Under the hierarchy, the highest priority is given to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), followed by observable inputs (Level 2) and unobservable inputs (Level 3). A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the Company’s valuation methodologies used to estimate the fair value for assets and liabilities:

Assets and liabilities that are measured at fair value on a recurring basis:

• Available-for-sale investments — For U.S. government agencies and residential mortgage-backed securities collateralized by U.S. government agency securities, fair value measures are generally obtained from independent sources, including a pricing service. Because market quotes are generally not readily available or accessible for these specific securities, the pricing service generally measures fair value through the use of pricing models and observable inputs for similar assets and market data. Accordingly, these securities are classified as Level 2 financial instruments. The Company periodically corroborates the valuations provided by the pricing service through internal valuations utilizing externally developed cash flow models, comparison to actual transaction prices for any sold securities and any broker quotes received on the same security.

For other asset–backed securities and investments in limited partnerships, market quotes are generally not available. The Company will utilize a broker quote to measure market value, if available. Because the inputs and assumptions that brokers use to develop prices are unobservable, most valuations that are based on brokers' quotes are classified as Level 3. If no broker quote is available, the Company will utilize a fair value measurement from a pricing service. The pricing service utilizes pricing models based on market observable data and indices, such as quotes for comparable securities, yield curves, default indices, interest rates and historical prepayment speeds. Observability of market inputs to the valuation models used for pricing certain of the Company's investments has deteriorated with the disruption to the credit markets as overall liquidity and trading activity in these sectors has been substantially reduced. Accordingly, other asset-backed securities valued using third party pricing models are classified as Level 3.

• Derivative financial instruments — Derivatives consist of forward contracts to manage income statement exposure to foreign currency exchange risk arising from the Company’s assets and liabilities denominated in foreign currencies. The Company’s forward contracts are well-established products, allowing the use of standardized models with market-based inputs. These models do not contain a high level of subjectivity and the inputs are readily observable. Accordingly, the Company has classified its forward contracts as Level 2 financial instruments. See Note 6 — Derivative Financial Instruments for additional disclosure on the Company's forward contracts.

• Deferred compensation — The assets associated with the deferred compensation plan that are funded through voluntary contributions by the Company consist of investments in money market securities and mutual funds. These investments were classified as Level 1 as there are quoted market prices for these funds.

The following tables summarize the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of March 31, 2015 and December 31, 2014:

	Fair Value at March 31, 2015
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities — agencies	$	—	$	13.5	$	—	$	13.5
Other asset-backed securities	—		—		12.5		12.5
Investment related to deferred compensation trust	10.3		—		—		10.3
Forward contracts	—		0.4		—		0.4
Total financial assets	$	10.3	$	13.9	$	12.5	$	36.7
Financial liabilities:
Forward contracts	$	—	$	2.9	$	—	$	2.9

11

	Fair Value at December 31, 2014
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities — agencies	$	—	$	14.5	$	—	$	14.5
Other asset-backed securities	—		—		12.6		12.6
Investment related to deferred compensation trust	10.0		—		—		10.0
Forward contracts	—		4.8		—		4.8
Total financial assets	$	10.0	$	19.3	$	12.6	$	41.9
Financial liabilities:
Forward contracts	$	—	$	0.3	$	—	$	0.3

The following table is a summary of the unobservable inputs used in the valuation of other asset-backed securities classified as Level 3 as of March 31, 2015 and December 31, 2014:

			March 31, 2015				December 31, 2014
(Amounts in millions, except net average price)	Unobservable Input	Pricing Source	Market Value		NetAverage Price (1)		Market Value		Net Average Price (1)
Alt-A	Price	Third party pricing service	$	—	$	80.05	$	0.1	$	80.75
Home Equity	Price	Third party pricing service	0.1		30.53		0.1		30.37
Indirect Exposure — High Grade	Price	Third party pricing service	8.4		21.71		8.3		21.64
Indirect Exposure — Mezzanine	Price	Third party pricing service	1.2		1.48		1.1		1.11
Indirect Exposure — Mezzanine	Price	Broker	1.1		1.04		1.3		1.52
Other	Net Asset Value	Third party pricing service	1.7		8.95		1.7		9.15
Total			$	12.5	$	3.74	$	12.6	$	3.72

⁽¹⁾ Net average price is per $100.00

The following table provides a roll-forward of the other asset-backed securities classified as Level 3, which are measured at fair value on a recurring basis, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Beginning balance	$	12.6		$	20.6
Principal paydowns	(0.1		)	(3.8		)
Change in unrealized gains	—			(1.2		)
Ending balance	$	12.5		$	15.6

Realized gains and losses and other-than-temporary impairments related to these available-for-sale investment securities are reported in the "Net securities gains" line in the Consolidated Statements of Operations while unrealized gains and losses related to available-for-sale securities are recorded in "Accumulated other comprehensive loss" in the stockholders' deficit section of the Consolidated Balance Sheets. There were no other-than-temporary impairments during the three months ended March 31, 2015 and 2014, respectively.

Assets and liabilities that are disclosed at fair value —Debt and interest-bearing investments are carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The fair value of debt is estimated using an observable market quotation (Level 2). The following table is a summary of fair value and carrying value of debt as of March 31,2015 and December 31, 2014:

	Fair Value				Carrying Value
(Amounts in millions)	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
Senior secured credit facility	$	904.5	$	884.0	$	961.0	$	963.5

12

The carrying amounts for the Company's cash and cash equivalents, settlement cash and cash equivalents and the interest-bearing investments approximate fair value as of March 31, 2015 and December 31, 2014.

Assets and liabilities measured at fair value on a non-recurring basis —Assets and liabilities that are measured at fair value on a non-recurring basis relate primarily to the Company's tangible fixed assets, goodwill and other intangible assets, which are re-measured only in the event of an impairment. No impairments of fixed assets, goodwill and other intangible assets were recorded during the three months ended March 31, 2015 and 2014.

Fair value re-measurements are normally based on significant unobservable inputs (Level 3). Tangible and intangible asset fair values are derived using accepted valuation methodologies. If it is determined an impairment has occurred, the carrying value of the asset is reduced to fair value with a corresponding charge to the "Other expense" line in the Consolidated Statements of Operations.

The Company also records the investments in its defined benefit pension plan ("the Pension Plan") trust at fair value. The majority of the Pension Plan’s investments are common collective trusts held by the Pension Plan’s trustee. The fair values of the Pension Plan's investments are determined by the trustee based on the current market values of the underlying assets. In instances where market prices are not available, market values are determined by using bid quotations obtained from major market makers or security exchanges or bid quotations for identical or similar obligations. See Note 11 — Pension and Other Benefits in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for additional disclosure of investments held by the Pension Plan.

Note 5 — Investment Portfolio

The Company’s portfolio is invested in cash and cash equivalents, interest-bearing investments and available-for-sale investments as described in Note 2 — Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The following table shows the components of the investment portfolio as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015		December 31, 2014
Cash	$	1,866.4	$	1,898.1
Money market securities	7.9		9.8
Cash and cash equivalents (1)	1,874.3		1,907.9
Interest-bearing investments	1,089.0		1,091.6
Available-for-sale investments	26.0		27.1
Total investment portfolio	$	2,989.3	$	3,026.6

⁽¹⁾ For purposes of the discussion of the investment portfolio as a whole, the cash and cash equivalents balance includes settlement cash and cash equivalents.

Cash and Cash Equivalents — Cash and cash equivalents consist of interest-bearing deposit accounts, non-interest bearing transaction accounts and money market securities. The Company’s money market securities are invested in two funds, each of which is AAA rated and consists of U.S. Treasury bills, notes or other obligations issued or guaranteed by the U.S. government and its agencies, as well as repurchase agreements secured by such instruments.

Interest-bearing Investments — Interest-bearing investments consist of time deposits and certificates of deposit with maturities of up to 24 months, and are issued from financial institutions rated A- or better as of March 31, 2015.

Available-for-sale Investments — Available-for-sale investments consist of mortgage-backed securities and other asset-backed securities. The following table is a summary of the amortized cost and fair value of available-for-sale investments as of March 31, 2015:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Net Average Price(1)
(Amounts in millions, except net average price)
Residential mortgage-backed securities — agencies	$	12.2	$	1.3	$	—	$	13.5	$	111.76
Other asset-backed securities	3.0		9.5		—		12.5		3.74
Total	$	15.2	$	10.8	$	—	$	26.0	$	7.50

⁽¹⁾ Net average price is per $100.00

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The following table is a summary of the amortized cost and fair value of available-for-sale investments as of December 31, 2014:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Net Average Price(1)
(Amounts in millions, except net average price)
Residential mortgage-backed securities — agencies	$	13.2	$	1.3	$	—	$	14.5	$	110.25
Other asset-backed securities	3.1		9.5		—		12.6		3.72
Total	$	16.3	$	10.8	$	—	$	27.1	$	8.04

⁽¹⁾ Net average price is per $100.00

At March 31, 2015 and December 31, 2014, 52 percent and 54 percent, respectively, of the available-for-sale portfolio were invested in U.S. government agency residential mortgage-backed securities. These securities have the implicit backing of the U.S. government, and the Company expects to receive full par value upon maturity or pay-down, as well as all interest payments. Included in other asset-backed securities are collateralized debt obligations backed primarily by high-grade debt, mezzanine equity tranches of collateralized debt obligations and home equity loans, along with private equity investments, as summarized in Note 4 — Fair Value Measurement. The other asset-backed securities continue to have market exposure, and this risk is factored into the fair value estimates of the Company, with the average price of an asset-backed security at $0.04 per dollar of par value at March 31, 2015.

Gains and Losses and Other-than-temporary Impairments — At March 31, 2015 and December 31, 2014, net unrealized gains of $11.3 million and $11.2 million, respectively, were included in the Consolidated Balance Sheets in "Accumulated other comprehensive loss."

Investment Ratings — In rating the securities in its investment portfolio, the Company uses ratings from Moody’s Investor Service (“Moody’s”), Standard & Poors (“S&P”) and Fitch Ratings (“Fitch”). If the rating agencies have split ratings, the Company uses the highest two out of three ratings across the rating agencies for disclosure purposes. If none of the rating agencies have the same rating, the Company uses the lowest rating across the agencies for disclosure purposes. Securities issued, or backed by U.S. government agencies, are included in the AAA rating category. Investment grade is defined as a security having a Moody’s equivalent rating of Aaa, Aa, A or Baa or an S&P or Fitch equivalent rating of AAA, AA, A or BBB. The Company’s investments consisted of the following ratings as of March 31, 2015 and December 31, 2014:

	March 31, 2015					December 31, 2014
	Number of Securities	Fair Value		Percent of Investments		Number of Securities	Fair Value		Percent of Investments
(Dollars in millions)
Investment grade	13	$	13.4	52	%	13	$	14.3	53	%
Below investment grade	43	12.6		48	%	44	12.8		47	%
Total	56	$	26.0	100	%	57	$	27.1	100	%

Had the Company used the lowest rating from the rating agencies in the information presented above, there would be no change to the classifications in the above table as of March 31, 2015 and December 31, 2014, respectively.

Contractual Maturities — Actual maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations, sometimes without call or prepayment penalties. Maturities of mortgage-backed and other asset-backed securities depend on the repayment characteristics and experience of the underlying obligations.

Fair Value Determination —The Company uses various sources of pricing for its fair value estimates of its available-for-sale portfolio. The percentage of the portfolio for which the various pricing sources were used is as follows at both March 31, 2015 and December 31, 2014: 95 percent used a third party pricing service and five percent used broker pricing.

Assessment of Unrealized Losses —The Company had no unrealized losses in its available-for-sale portfolio at March 31, 2015 and December 31, 2014.

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Note 6 — Derivative Financial Instruments

The Company uses forward contracts to manage its foreign currency needs and foreign currency exchange risk arising from its assets and liabilities denominated in foreign currencies. While these contracts may mitigate certain foreign currency risk, they are not designated as hedges for accounting purposes. The “Transaction and operations support” line in the Consolidated Statements of Operations and the "Net cash (used in) provided by operating activities" line in the Consolidated Statements of Cash Flows include the following (gains) losses related to assets and liabilities denominated in foreign currencies, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Net realized foreign currency losses	$	24.4		$	1.7
Net gains from the related forward contracts	(26.4		)	(1.6		)
Net (gains) losses from foreign currency transactions and related forward contracts	$	(2.0	)	$	0.1

As of March 31, 2015 and December 31, 2014, the Company had $132.7 million and $242.5 million, respectively, of outstanding notional amounts relating to its forward contracts. As of March 31, 2015 and December 31, 2014, the Company reflects the following fair values of derivative forward contract instruments in its Consolidated Balance Sheets:

		Gross Amount of Recognized Assets				Gross Amount of Offset						Net Amount of Assets Presented in the Consolidated Balance Sheets
	Balance Sheet Location	March 31, 2015		December 31, 2014		March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014
(Amounts in millions)
Forward contracts	Other assets	$	1.0	$	5.3	$	(0.6	)	$	(0.5	)	$	0.4	$	4.8

		Gross Amount of Recognized Liabilities						Gross Amount of Offset				Net Amount of Liabilities Presented in the Consolidated Balance Sheets
	Balance Sheet Location	March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014		March 31, 2015			December 31, 2014
(Amounts in millions)
Forward contracts	Accounts payable and other liabilities	$	(3.5	)	$	(0.8	)	$	0.6	$	0.5	$	(2.9	)	$	(0.3	)

The Company's forward contracts are primarily executed with counterparties governed by International Swaps and Derivatives Association agreements that generally include standard netting arrangements. Hence, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity.

Note 7 — Debt

The following is a summary of the Company’s outstanding debt at March 31, 2015 and activity since December 31, 2014:

(Amounts in millions)	Senior secured credit facility
Balance at December 31, 2014	$	963.5
Payments	(2.5		)
Balance at March 31, 2015	$	961.0
Weighted average interest rate	4.25		%

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2013 Credit Agreement — On March 28, 2013, the Company, as borrower, entered into an Amended and Restated Credit Agreement (the "2013 Credit Agreement") with Bank of America, N.A. ("BOA"), as administrative agent, the financial institutions party thereto as lenders and the other agents party thereto. The 2013 Credit Agreement provides for (i) a senior secured five-year revolving credit facility up to an aggregate principal amount of $125.0 million (the "Revolving Credit Facility") and (ii) a senior secured seven-year term loan facility of $850.0 million (the "Term Credit Facility"). The proceeds of the Term Credit Facility were used to repay in full all outstanding indebtedness under the $540.0 million Credit Agreement with BOA, as Administrative Agent, and the lenders party thereto (the "2011 Credit Agreement"), to purchase all of the outstanding second lien notes held by Goldman Sachs & Co. (“Goldman Sachs”), to pay certain costs, fees and expenses relating to the 2013 Credit Agreement and the purchase of the second lien notes and also used for general corporate purposes. The Revolving Credit Facility includes a sub-facility that permits the Company to request the issuance of letters of credit up to an aggregate amount of $50.0 million, with borrowings available for general corporate purposes.

On April 2, 2014, the Company, as borrower, entered into a First Incremental Amendment and Joinder Agreement (the "Incremental Agreement") with BOA, as administrative agent, and various lenders. The Incremental Agreement provided for (a) a tranche under the term loan facility in an aggregate principal amount of $130.0 million (the "Tranche B-1 Term Loan Facility") to be made available to the Company under the 2013 Credit Agreement, (b) an increase in the Revolving Credit Facility under the 2013 Credit Agreement from $125.0 million to $150.0 million and (c) certain other amendments to the 2013 Credit Agreement including, without limitation, (i) amendments to certain of the conditions precedent with respect to these incremental borrowings, (ii) an increase in the maximum secured leverage ratio with which the Company is required to comply as of the last day of each fiscal quarter, and (iii) amendments to permit the Company to borrow up to $300.0 million under the facility for share repurchases exclusively from affiliates of Thomas H. Lee Partners L.P. ("THL") and Goldman Sachs. The Company borrowed $130.0 million under the Tranche B-1 Term Loan Facility on April 2, 2014, and the proceeds were used to fund a portion of the share repurchases from THL reducing the remaining limit for such purchases to $170.0 million. See Note 9 — Stockholders' Deficit for additional disclosure on the share repurchase.

The 2013 Credit Agreement is secured by substantially all of the non-financial assets of the Company and its material domestic subsidiaries that guarantee the payment and performance of the Company’s obligations under the 2013 Credit Agreement.

The Company may elect an interest rate under the 2013 Credit Agreement at each reset period based on the BOA prime bank rate or the Eurodollar rate. The interest rate election may be made individually for the Term Credit Facility and each draw under the Revolving Credit Facility. The interest rate will be either the “alternate base rate” (calculated in part based on the BOA prime rate) plus either 200 or 225 basis points (depending on the Company's secured leverage ratio or total leverage ratio, as applicable, at such time) or the Eurodollar rate plus either 300 or 325 basis points (depending on the Company's secured leverage ratio or total leverage ratio, as applicable, at such time). In connection with the initial funding under the 2013 Credit Agreement, the Company elected the Eurodollar rate as its primary interest basis. Under the terms of the 2013 Credit Agreement, the minimum interest rate applicable to Eurodollar borrowings under the Term Credit Facility is 100 basis points plus the applicable margins previously referred to in this paragraph.

Fees on the daily unused availability under the Revolving Credit Facility are 50 basis points. As of March 31, 2015, the Company had no outstanding letters of credit or borrowings under the Revolving Credit Facility, leaving $150.0 million of availability thereunder.

Debt Covenants and Other Restrictions — Borrowings under the 2013 Credit Agreement are subject to various limitations that restrict the Company’s ability to: incur additional indebtedness; create or incur additional liens; effect mergers and consolidations; make certain acquisitions or investments; sell assets or subsidiary stock; pay dividends and other restricted payments; and effect loans, advances and certain other transactions with affiliates. In addition, the Revolving Credit Facility has covenants that place limitations on the use of proceeds from borrowings under the facility.

The Company is required to maintain asset coverage (as defined in the 2013 Credit Agreement) greater than its payment service obligations. Assets used in the determination of the asset coverage covenant are cash and cash equivalents and settlement assets. Our cash and cash equivalents balance as of March 31, 2015 represents the excess of assets over our payment service obligation in determining asset coverage.

16

The following table shows the components of our assets in excess of payment service obligations used for the asset coverage calculation as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Cash and cash equivalents	$	175.2		$	250.6
Settlement assets:
Settlement cash and cash equivalents	1,699.1			1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
Total settlement assets	3,535.9			3,533.6
Total cash and cash equivalents and settlement assets	3,711.1			3,784.2
Payment service obligations	(3,535.9		)	(3,533.6		)
Assets in excess of payment service obligations	$	175.2		$	250.6

The 2013 Credit Agreement also has quarterly financial covenants to maintain the following interest coverage and total secured leverage ratios:

	Interest Coverage Minimum Ratio	Total Secured Leverage Not to Exceed
Through December 31, 2015	2.25:1	4.750:1
January 1, 2016 through December 31, 2016	2.25:1	4.250:1
January 1, 2017 through December 31, 2017	2.25:1	3.750:1
January 1, 2018 through maturity	2.25:1	3.500:1

At March 31, 2015, the Company was in compliance with its financial covenants: our Interest Coverage ratio was 6.04 and our Total Secured Leverage ratio was 3.752. We continuously monitor our compliance with our debt covenants.

Deferred Financing Costs — The Company capitalized financing costs in "Other assets" in the Consolidated Balance Sheets and amortizes them over the term of the related debt using the effective interest method. Amortization is recorded in “Interest expense” in the Consolidated Statements of Operations. The Company amortized $0.7 million of deferred financing costs during the three months ended March 31, 2015.

Interest Paid in Cash — The Company paid $10.4 million and $9.1 million of interest for the three months ended March 31, 2015 and 2014, respectively.

Maturities — At March 31, 2015, debt totaling $912.6 million will mature in 2020, while debt principal totaling $49.0 million will be paid quarterly in increments of approximately $2.5 million through 2020. Any borrowings under the Revolving Credit facility will mature in 2018.

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Note 8 — Pensions and Other Benefits

The following table is a summary of net periodic benefit expense for the Company’s Pension Plan and combined supplemental executive retirement plans (“SERPs”), for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Interest cost	$	2.6		$	2.7
Expected return on plan assets	(1.8		)	(1.8		)
Recognized net actuarial loss	2.3			1.7
Net periodic benefit expense	$	3.1		$	2.6

The Company made contributions to the Pension Plan of $2.0 million for the three months ended March 31, 2015 and 2014, respectively. Contributions made to the combined SERPs were $1.3 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively.

The following table is a summary of net periodic benefit income for the Company’s postretirement medical benefit plans, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Amortization of prior service credit	$	(0.2	)	$	(0.2	)
Recognized net actuarial loss	0.1			0.1
Net periodic benefit income	$	(0.1	)	$	(0.1	)

In January 2015, the Company announced a voluntary pension buyout program. Under the program, eligible deferred vested participants have the one-time choice of electing to receive a lump-sum settlement of their remaining pension benefit. Refer to "Liquidity and Capital Resources" in Item 2 of this Quarterly Report on Form 10-Q for additional discussion.

Note 9 — Stockholders’ Deficit

The following table is a summary of the Company’s authorized, issued and outstanding stock as ofMarch 31, 2015:

	D Stock			Common Stock			Treasury Stock
(Shares in thousands)	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding
March 31, 2015	200	71	71	162,500	58,824	53,195	(5,629	)

Common Stock — The holders of the Company's common stock are entitled to one vote per share on all matters to be voted upon by its stockholders. The holders of common stock have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The determination to pay dividends on common stock will be at the discretion of the Board of Directors and will depend on applicable laws and the Company’s financial condition, results of operations, cash requirements, prospects and such other factors as the Board of Directors may deem relevant. No dividends were paid in 2014. The Company’s ability to declare or pay dividends or distributions to the holders of the Company’s common stock is restricted under the Company’s 2013 Credit Agreement. No dividends were paid during the three months ended March 31, 2015.

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Participation Agreement between the Investors and Wal-Mart Stores, Inc. — THL and Goldman Sachs (collectively, the "Investors") have a Participation Agreement with Wal-Mart Stores, Inc. (“Walmart”), under which the Investors are obligated to pay Walmart certain percentages of any accumulated cash payments received by the Investors in excess of the Investors’ original investment in the Company. While the Company is not a party to, and has no obligations to Walmart or additional obligations to the Investors under, the Participation Agreement, the Company must recognize the Participation Agreement in its consolidated financial statements as the Company indirectly benefits from the agreement. Any future payments by the Investors to Walmart may result in an expense that could be material to the Company’s financial position or results of operations, but would have no impact on the Company’s cash flows. As liquidity events are dependent on many external factors and uncertainties, the Company does not consider a liquidity event to be probable at this time for any Investors, and has not recognized any further liability or expense related to the Participation Agreement.

As a result of the transactions occurring on April 2, 2014 described below, the Investors made a payment of approximately $0.6 million to Walmart under the Participation agreement. As a result of these transactions, the Company recognized expense and a corresponding increase to additional paid-in capital. There were no payments under the Participation Agreement for the three months ended March 31, 2015.

Secondary Offering — On April 2, 2014, the Company completed an underwritten secondary public offering by the Investors of an aggregate of 9,200,000 shares of the Company’s common stock. As part of the transaction, the affiliates of Goldman Sachs converted an aggregate of 37,957 shares of Series D Participating Convertible Preferred Stock (the "D Stock") to 4,744,696 shares of common stock, which were sold as part of the transaction. The selling stockholders received all of the proceeds from the offering. Also on April 2, 2014, the Company completed the repurchase of 8,185,092 shares of common stock from the THL selling stockholders at a price of $16.25 per share. The Company funded the share repurchase with 130.0 million of the proceeds from its Tranche B-1 Term Loan Facility and cash.

Accumulated Other Comprehensive Loss — The following tables are a summary of the changes to "Accumulated other comprehensive loss" by component during the three months ended March 31,2015 and 2014:

(Amounts in millions)	Net unrealized gains on securities classified as available-for-sale, net of tax			Cumulative foreign currency translation adjustments, net of tax			Pension and postretirement benefits adjustment, net of tax			Total
December 31, 2014	$	11.2		$	(5.4	)	$	(72.9	)	$	(67.1	)
Other comprehensive loss before reclassification	0.3			(12.1		)	—			(11.8		)
Amounts reclassified from accumulated other comprehensive loss	(0.2		)	—			1.4			1.2
Net current period other comprehensive loss	0.1			(12.1		)	1.4			(10.6		)
March 31, 2015	$	11.3		$	(17.5	)	$	(71.5	)	$	(77.7	)

(Amounts in millions)	Net unrealized gains on securities classified as available-for-sale, net of tax			Cumulative foreign currency translation adjustments, net of tax			Pension and postretirement benefits adjustment, net of tax			Total
December 31, 2013	$	17.3		$	3.5		$	(53.8	)	$	(33.0	)
Other comprehensive income before reclassification	(0.1		)	(1.0		)	—			(1.1		)
Amounts reclassified from accumulated other comprehensive loss	(4.3		)	—			1.0			(3.3		)
Net current period other comprehensive income	(4.4		)	(1.0		)	1.0			(4.4		)
March 31, 2014	$	12.9		$	2.5		$	(52.8	)	$	(37.4	)

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The following table is a summary of the significant amounts reclassified out of each component of "Accumulated other comprehensive loss" during the three months ended March 31,2015and 2014:

	Three Months Ended March 31,						Statement of Operations Location
(Amounts in millions)	2015			2014
Unrealized gains on securities classified as available-for-sale, before tax	$	(0.2	)	$	(4.8	)	"Investment revenue"
Tax expense, net	—			0.5
Total gains, net of tax	$	(0.2	)	$	(4.3	)
Pension and postretirement benefits adjustments:
Prior service credits	$	(0.2	)	$	(0.2	)	"Compensation and benefits"
Net actuarial losses	2.4			1.8			"Compensation and benefits"
Total before tax	2.2			1.6
Tax benefit, net	(0.8		)	(0.6		)
Total, net of tax	$	1.4		$	1.0
Total reclassified for the period, net of tax	$	1.2		$	(3.3	)

Note 10 — Stock-Based Compensation

The following table is a summary of stock-based compensation expense for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015		2014
Expense recognized related to stock options	$	1.5	$	1.3
Expense recognized related to restricted stock units	2.5		1.8
Stock-based compensation expense	$	4.0	$	3.1

Stock Options — Option awards are granted with an exercise price equal to the closing market price of the Company’s common stock on the date of grant. All outstanding stock options contain certain forfeiture and non-compete provisions.

For purposes of determining the fair value of stock option awards, the Company uses the Black-Scholes single option pricing model for time-based and performance-based tranches.

The following table is a summary of the Company’s stock option activity for the three months endedMarch 31, 2015:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000,000)
Options outstanding at December 31, 2014	3,786,458		$	19.57	6.3 years	$	—
Forfeited/Expired	(176,977	)	22.57
Options outstanding at March 31, 2015	3,609,481		$	19.42	5.8 years	$	—
Vested or expected to vest at March 31, 2015	3,493,519		$	19.49	5.7 years	$	—
Options exercisable at March 31, 2015	2,307,708		$	19.37	5.0 years	$	—

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For the three months ended March 31, 2015, the unrecognized stock option expense related to outstanding options was $8.8 million with a remaining weighted-average vesting period of 1.3 years.

Restricted Stock Units — For purposes of determining the fair value of restricted stock units and performance-based restricted stock units, the fair value is calculated based on the stock price at the time of grant. For performance-based restricted stock units, expense is recognized if achievement of the performance goal is deemed probable, with the amount of expense recognized based on the Company’s best estimate of the ultimate achievement level. The following table is a summary of the Company’s restricted stock unit activity for the three months endedMarch 31, 2015:

	Total Shares		Weighted Average Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000,000)
Restricted stock units outstanding at December 31, 2014	1,701,607		$	15.77	1.4 years	$	15.5
Granted	2,872,834		8.59
Vested and converted to shares	(155,109	)	20.05
Forfeited	(149,702	)	16.91
Restricted stock units outstanding at March 31, 2015	4,269,630		$	10.62	1.7 years	$	36.9

As of March 31, 2015, the Company’s outstanding restricted stock units had unrecognized compensation expense of $32.4 million. Unrecognized restricted stock unit expense and the remaining weighted-average vesting period are presented using the Company’s current estimate of achievement of performance goals. Unrecognized restricted stock unit expense as of March 31, 2015 under the minimum and maximum thresholds are $25.4 million and $32.4 million, respectively.

The grant-date fair value of restricted stock units vested was $3.1 million for the three months ended March 31, 2015 and $1.0 million for the three months endedMarch 31, 2014.

Note 11 — Income Taxes

For the three months ended March 31, 2015, although the Company recognized a pre-tax loss of $9.4 million, tax expense of $62.6 million was recorded primarily as a result of the court decision related to the IRS matter discussed in more detail in Note 12 — Commitments and Contingencies. For the three months ended March 31, 2014, the Company had $11.7 million of income tax benefit on pre-tax income of $27.3 million which included reductions of uncertain tax positions of prior years.

In the first quarter of 2015, the IRS completed its examination of the Company’s consolidated income tax returns for the tax years 2011 through 2013 and issued a Revenue Agent Report (“RAR”) that included disallowing $100.0 million of deductions related to payments the Company made to the United States government in connection with the Deferred Prosecution Agreement with the U.S. Attorney’s Office for the Middle District of Pennsylvania and the Asset Forfeiture and Money Laundering Section of the Criminal Division of the Department of Justice. The Company disagrees with the adjustments in the RAR and has filed a protest letter so that the issue will be considered by the IRS Appeals Division. As of March 31, 2015, the Company has recognized a cumulative income tax benefit of approximately $23.3 million related to these deductions. The Company continues to believe that the amounts recorded in its consolidated financial statements reflect the cumulatively probable outcome of this matter.

Unrecognized tax benefits are recorded in “Accounts payable and other liabilities” in the Consolidated Balance Sheets. The following table is a summary of unrecognized tax benefits as of March 31, 2015:

(Amounts in millions)
Balance at December 31, 2014	$	31.7
Additions based on tax positions related to prior years	1.5
Reductions for tax positions of prior years	(1.0		)
Balance at March 31, 2015	$	32.2

21

As of March 31, 2015 and December 31, 2014, the liability for unrecognized tax benefits was $32.2 million and $31.7 million, respectively, which could impact the effective tax rate if recognized. The Company accrues interest and penalties for unrecognized tax benefits through “Income tax expense (benefit)” in the Consolidated Statements of Operations. For the three months ended March 31, 2015 and 2014, the Company's accrual for interest and penalties increased by $0.2 million and decreased by $0.1 million, respectively. As of March 31, 2015 and December 31, 2014, the Company had a liability of $2.8 million and $2.6 million, respectively, for interest and penalties related to its unrecognized tax benefits. As of March 31, 2015, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax positions over the next 12 months.

Note 12 — Commitments and Contingencies

Operating Leases — The following table is a summary of the minimum future rental payments for all non-cancelable operating leases with an initial term of more than one year at March 31, 2015 (amounts in millions):

2015	$	11.1
2016	11.5
2017	9.5
2018	8.7
2019	8.2
Thereafter	17.6
Total	$	66.6

Minimum Commission Guarantees — In limited circumstances as an incentive to new or renewing agents, the Company may grant minimum commission guarantees for a specified period of time at a contractually specified amount. Under the guarantees, the Company will pay to the agent the difference between the contractually specified minimum commission and the actual commissions earned by the agent. Expenses related to the guarantee are recognized in the “Fee and other commissions expense” line in the Consolidated Statements of Operations.

As of March 31, 2015, the liability for minimum commission guarantees was $2.9 million and the maximum amount that could be paid under the minimum commission guarantees was $11.4 million over a weighted-average remaining term of 2.7 years. The maximum payment is calculated as the contractually guaranteed minimum commission multiplied by the remaining term of the contract and, therefore, assumes that the agent generates no money transfer transactions during the remainder of its contract. However, under the terms of certain agent contracts, the Company may terminate the contract if the projected or actual volume of transactions falls beneath a contractually specified amount. Minimum commission guarantees paid during the three months endedMarch 31, 2015 were $0.1 million, or two percent, of the estimated maximum payment for the year.

Legal Proceedings — The matters set forth below are subject to uncertainties and outcomes that are not predictable. The Company accrues for these matters as any resulting losses become probable and can be reasonably estimated. Further, the Company maintains insurance coverage for many claims and litigation alleged. In relation to various legal matters, including those described below, the Company had $16.9 million and $17.3 million of liability recorded in the “Accounts payable and other liabilities” line in the Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, respectively. A charge of $0.2 million and $0.4 million, were recorded in the “Transaction and operations support” line in the Consolidated Statements of Operations during the three months endedMarch 31, 2015 and 2014, respectively, for legal proceedings.

Litigation Commenced Against the Company:

Class Action Securities Litigation -On April 15, 2015, a putative securities class action lawsuit was filed in the Superior Court of the State of Delaware, County of New Castle, against MoneyGram, all of its directors, certain of its executive officers, THL, Goldman Sachs and the underwriters of the secondary public offering of the Company’s common stock that closed on April 2, 2014 (the “2014 Offering”). The lawsuit was brought by the Iron Workers District Council of New England Pension Fund seeking to represent a class consisting of all purchasers of the Company’s common stock pursuant and/or traceable to the Company’s registration statement and prospectus, and all documents incorporated by reference therein, issued in connection with the 2014 Offering. The lawsuit alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 due to allegedly false and misleading statements in connection with the 2014 Offering and seeks unspecified damages and other relief.

The Company believes that the claims are without merit and intends to vigorously defend itself against the lawsuit.

Other Matters — The Company is involved in various other claims and litigation that arise from time to time in the ordinary course of the Company's business. Management does not believe that after final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations and cash flows.

22

Government Investigations

State Civil Investigative Demands — MoneyGram has received Civil Investigative Demands from a working group of nine state attorneys general who have initiated an investigation into whether the Company took adequate steps to prevent consumer fraud during the period from 2007 to 2014. The Civil Investigative Demands seek information and documents relating to the Company’s procedures designed to prevent fraudulent transfers and consumer complaint information. MoneyGram has cooperated fully with the attorneys general in this matter and submitted the information and documents requested. No claims have been filed against MoneyGram in connection with this investigation and the Company has denied any wrongful conduct. The Company is currently in discussions with the attorneys general to resolve any allegations that they might assert.

Taking into account our discussions with the attorneys general, as of December 31, 2014, we have accrued $11.0 million for estimated loss exposure in connection with such investigation. As of March 31, 2015, there was no change in the amount accrued. Any estimate of a loss contingency involves judgments based upon currently available information and assumptions believed to be reasonable and is subject to uncertainties. There may be an exposure to losses in excess of any amounts accrued, and any actual loss may vary from the current estimate.

Other Matters — The Company is involved in various other government inquiries and other matters that arise from time to time. Management does not believe that after final disposition any of these other matters is likely to have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

Actions Commenced by the Company:

CDO Litigation — In March 2012, the Company initiated an arbitration proceeding before the Financial Industry Regulatory Authority against Goldman Sachs relating to the Company’s purchase of Residential Mortgage Backed Securities and Collateral Debt Obligations from Goldman Sachs during 2005 through 2007, which the Company and Goldman Sachs agreed to settle in April 2014. In connection with this resolution, Goldman Sachs agreed to make a one-time payment, net of fees and certain expenses, to MoneyGram in the amount of $13.0 million, and to make a one-time payment of fees and expenses to MoneyGram’s legal counsel in the amount of $4.35 million. All amounts were paid in May 2014. This resolution terminated all litigation and arbitration between MoneyGram and Goldman Sachs. Goldman Sachs owns, together with certain of its affiliates, approximately 14 percent of the shares of the Company’s common stock on a diluted basis, assuming conversion of the D Stock currently owned by Goldman Sachs and its affiliates.

Certain litigation matters commenced by the Company were also settled during 2014, resulting in the recognition of an additional $32.4 million in securities settlements.

Tax Litigation — The Internal Revenue Service (the "IRS") completed its examination of the Company’s consolidated income tax returns through 2013. The IRS issued Notices of Deficiency for 2005-2007 and 2009, and also issued an Examination Report for 2008. The Notices of Deficiency disallow, among other items, approximately $900 million of deductions on securities losses in the 2007, 2008 and 2009 tax returns. In May 2012 and December 2012, the Company filed petitions in the U.S. Tax Court challenging the 2005-2007 and 2009 Notices of Deficiency. In 2013, the Company reached a partial settlement with the IRS allowing ordinary loss treatment on $186.9 million of deductions in dispute. In January 2015, the U.S. Tax Court granted the IRS's motion for summary judgment upholding the remaining adjustments in the Notices of Deficiency. This court decision is a change in facts which warranted reassessment of the uncertain tax position. Although the Company believes that it has substantive tax law arguments in favor of its position and expects to appeal the ruling, the reassessment resulted in the Company determining that it is no longer more likely than not that its existing position will be sustained. Accordingly, as of March 31, 2015, the Company characterized certain deductions relating to securities losses to be capital in nature, rather than ordinary. As the Company cannot project capital gains sufficient to recognize the benefit, the Company has recorded a full valuation allowance against these losses. This change increased "Income tax expense" in the Consolidated Statements of Operations by $63.7 million, which is reflected as a discrete item for tax purposes as of March 31, 2015. The Company anticipates that there will be total cash payments made in 2015 of approximately $60 million for federal tax payments and associated interest related to this issue. As of March 31, 2015, the Company has made $5.2 million of these anticipated cash payments.

Note 13 — Earnings per Common Share

For all periods in which it is outstanding, the D Stock is included in the weighted-average number of common shares outstanding utilized to calculate basic earnings per common share because the D Stock is deemed a common stock equivalent. Diluted earnings per common share reflects the potential dilution that could result if securities or incremental shares arising out of the Company’s stock-based compensation plans were exercised or converted into common stock. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method.

23

The following table is a reconciliation of the weighted-average amounts used in calculating (loss) earnings per share for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015	2014
Basic common shares outstanding	62.0	71.6
Shares related to stock options and restricted stock units	—	0.3
Diluted common shares outstanding	62.0	71.9

Potential common shares are excluded from the computation of diluted (loss) earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period. The following table summarizes the weighted-average potential common shares excluded from diluted (loss) earnings per common share, as their effect would be anti-dilutive, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015	2014
Shares related to stock options	3.7	3.5
Shares related to restricted stock units	2.7	1.2
Shares excluded from the computation	6.4	4.7

Note 14 — Segment Information

The Company’s reporting segments are primarily organized based on the nature of products and services offered and the type of consumer served. The Company has two reporting segments: Global Funds Transfer and Financial Paper Products. The Global Funds Transfer segment provides global money transfer services in more than 200 countries and territories. The Global Funds Transfer segment also provides bill payment services to consumers through substantially all of our money transfer agent and Company-operated locations in the U.S., Canada, Puerto Rico, and at certain agent locations in select Caribbean and European countries. The Financial Paper Products segment provides money orders to consumers through retail and financial institution locations in the U.S. and Puerto Rico, and provides official check services to financial institutions in the U.S. One of the Company’s agents for both the Global Funds Transfer segment and the Financial Paper Products segment accounted for 21 percentand27 percentof total revenue for thethree months ended March 31, 2015and2014, respectively.Excluded from the segments' operating income are interest and other expenses related to our credit agreement, certain pension and benefit obligation expenses, director deferred compensation plan expenses, executive severance and related costs and certain legal and corporate costs not related to the performance of the segments. Segment pre-tax operating income and segment operating margin are used to review segment performance and to allocate resources.

24

The following table is a summary of the total revenue by segment for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015		2014
Global Funds Transfer revenue:
Money transfer revenue	$	286.8	$	326.1
Bill payment revenue	25.5		25.6
Total Global Funds Transfer revenue	312.3		351.7
Financial Paper Products revenue:
Money order revenue	13.1		14.4
Official check revenue	5.2		8.8
Total Financial Paper Products revenue	18.3		23.2
Total revenue	$	330.6	$	374.9

The following table is a summary of the operating income by segment and detail of the (loss) income before income taxes for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Global Funds Transfer operating income	$	0.2		$	31.5
Financial Paper Products operating income	5.4			9.8
Total segment operating income	5.6			41.3
Other operating loss	(3.9		)	(4.3		)
Total operating income	1.7			37.0
Interest expense	(11.1		)	(9.7		)
(Loss) income before income taxes	$	(9.4	)	$	27.3

The following table sets forth the assets by segment as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015		December 31, 2014
Global Funds Transfer	$	1,875.8	$	1,858.3
Financial Paper Products	2,503.4		2,464.5
Other	199.7		319.4
Total assets	$	4,578.9	$	4,642.2

25

Note 15 — Condensed Consolidating Financial Statements

In the event the Company offers debt securities pursuant to an effective registration statement on Form S-3, these debt securities may be guaranteed by certain of its subsidiaries. Accordingly, the Company is providing condensed consolidating financial information in accordance with the Securities and Exchange Commission ("SEC") Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. If the Company issues debt securities, the following 100 percent directly or indirectly owned subsidiaries could fully and unconditionally guarantee the debt securities on a joint and several basis: MoneyGram Payment Systems Worldwide, Inc.; MoneyGram Payment Systems, Inc.; and MoneyGram of New York LLC (collectively, the “Guarantors”).

The following information represents condensed, consolidating Balance Sheets as of March 31, 2015 and December 31, 2014, along with condensed, consolidating Statements of Operations and Statements of Cash Flows for the three months ended March 31, 2015 and 2014. The condensed, consolidating financial information presents financial information in separate columns for MoneyGram International, Inc. on a Parent-only basis carrying its investment in subsidiaries under the equity method; Guarantors on a combined basis, carrying investments in subsidiaries that are not expected to guarantee the debt (collectively, the “Non-Guarantors”) under the equity method; Non-Guarantors on a combined basis; and eliminating entries. The eliminating entries primarily reflect intercompany transactions, such as accounts receivable and payable, fee revenue and commissions expense and the elimination of equity investments and income in subsidiaries.

26

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2.1		$	126.7	$	46.4	$	—		$	175.2
Settlement assets	—			3,458.7		77.2		—			3,535.9
Property and equipment, net	—			154.4		20.3		—			174.7
Goodwill	—			315.3		126.8		—			442.1
Other assets	21.8			222.2		40.3		(33.3		)	251.0
Equity investments in subsidiaries	13.9			200.1		—		(214.0		)	—
Intercompany receivables	689.7			6.2		6.2		(702.1		)	—
Total assets	$	727.5		$	4,483.6	$	317.2	$	(949.4	)	$	4,578.9
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	$	—		$	3,491.9	$	44.0	$	—		$	3,535.9
Debt	961.0			—		—		—			961.0
Pension and other postretirement benefits	—			123.2		—		—			123.2
Accounts payable and other liabilities	28.3			159.6		66.0		(33.3		)	220.6
Intercompany liabilities	—			695.0		7.1		(702.1		)	—
Total liabilities	989.3			4,469.7		117.1		(735.4		)	4,840.7
Total stockholders’ (deficit) equity	(261.8		)	13.9		200.1		(214.0		)	(261.8		)
Total liabilities and stockholders’ (deficit) equity	$	727.5		$	4,483.6	$	317.2	$	(949.4	)	$	4,578.9

27

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2.1		$	92.0	$	156.5	$	—		$	250.6
Settlement assets	—			3,494.4		39.2		—			3,533.6
Property and equipment, net	—			143.3		22.3		—			165.6
Goodwill	—			315.3		127.2		—			442.5
Other assets	22.4			253.3		36.4		(62.2		)	249.9
Equity investments in subsidiaries	102.2			206.2		—		(308.4		)	—
Intercompany receivables	692.4			51.5		—		(743.9		)	—
Total assets	$	819.1		$	4,556.0	$	381.6	$	(1,114.5	)	$	4,642.2
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Payment service obligations	$	—		$	3,500.4	$	33.2	$	—		$	3,533.6
Debt	963.5			—		—		—			963.5
Pension and other postretirement benefits	—			125.7		—		—			125.7
Accounts payable and other liabilities	38.3			128.0		98.0		(62.2		)	202.1
Intercompany liabilities	—			699.7		44.2		(743.9		)	—
Total liabilities	1,001.8			4,453.8		175.4		(806.1		)	4,824.9
Total stockholders’ (deficit) equity	(182.7		)	102.2		206.2		(308.4		)	(182.7		)
Total liabilities and stockholders’ (deficit) equity	$	819.1		$	4,556.0	$	381.6	$	(1,114.5	)	$	4,642.2

28

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
REVENUE
Fee and other revenue	$	—		$	440.1		$	95.7		$	(208.1	)	$	327.7
Investment revenue	—			2.9			—			—			2.9
Total revenue	—			443.0			95.7			(208.1		)	330.6
OPERATING EXPENSES
Fee and other commissions expense	—			295.3			41.9			(183.8		)	153.4
Investment commissions expense	—			0.1			—			—			0.1
Total commissions expense	—			295.4			41.9			(183.8		)	153.5
Compensation and benefits	—			48.6			26.1			—			74.7
Transaction and operations support	0.3			79.0			15.4			(24.3		)	70.4
Occupancy, equipment and supplies	—			11.2			4.3			—			15.5
Depreciation and amortization	—			11.9			2.9			—			14.8
Total operating expenses	0.3			446.1			90.6			(208.1		)	328.9
OPERATING (LOSS) INCOME	(0.3		)	(3.1		)	5.1			—			1.7
OTHER EXPENSE
Interest expense	11.1			—			—			—			11.1
Total other expense	11.1			—			—			—			11.1
(Loss) income before income taxes	(11.4		)	(3.1		)	5.1			—			(9.4		)
Income tax (benefit) expense	(4.0		)	66.1			0.5			—			62.6
(Loss) income after income taxes	(7.4		)	(69.2		)	4.6			—			(72.0		)
Equity income (loss) in subsidiaries	(64.6		)	4.6			—			60.0			—
NET (LOSS) INCOME	(72.0		)	(64.6		)	4.6			60.0			(72.0		)
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(10.6		)	(10.6		)	(14.6		)	25.2			(10.6		)
COMPREHENSIVE (LOSS) INCOME	$	(82.6	)	$	(75.2	)	$	(10.0	)	$	85.2		$	(82.6	)

29

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
REVENUE
Fee and other revenue	$	—		$	405.5		$	75.3		$	(113.1	)	$	367.7
Investment revenue	—			7.2			—			—			7.2
Total revenue	—			412.7			75.3			(113.1		)	374.9
OPERATING EXPENSES
Fee and other commissions expense	—			208.8			43.4			(81.3		)	170.9
Investment commissions expense	—			0.1			—			—			0.1
Total commissions expense	—			208.9			43.4			(81.3		)	171.0
Compensation and benefits	—			52.7			17.0			—			69.7
Transaction and operations support	2.0			87.8			13.3			(31.8		)	71.3
Occupancy, equipment and supplies	—			9.4			3.4			—			12.8
Depreciation and amortization	—			9.6			3.5			—			13.1
Total operating expenses	2.0			368.4			80.6			(113.1		)	337.9
OPERATING (LOSS) INCOME	(2.0		)	44.3			(5.3		)	—			37.0
OTHER EXPENSE
Interest expense	9.7			—			—			—			9.7
Total other expense	9.7			—			—			—			9.7
(Loss) income before income taxes	(11.7		)	44.3			(5.3		)	—			27.3
Income tax benefit	(4.1		)	(7.6		)	—			—			(11.7		)
(Loss) income after income taxes	(7.6		)	51.9			(5.3		)	—			39.0
Equity income (loss) in subsidiaries	46.6			(5.3		)	—			(41.3		)	—
NET INCOME (LOSS)	39.0			46.6			(5.3		)	(41.3		)	39.0
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(4.4		)	(2.4		)	0.9			1.5			(4.4		)
COMPREHENSIVE INCOME (LOSS)	$	34.6		$	44.2		$	(4.4	)	$	(39.8	)	$	34.6

30

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(13.1	)	$	32.9		$	(65.8	)	$	—		$	(46.0	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(25.9		)	(1.0		)	—			(26.9		)
Dividend from subsidiary	12.9			—			—			(12.9		)	—
Intercompany financing	2.7			43.3			—			(46.0		)	—
Net cash provided by (used in) investing activities	15.6			17.4			(1.0		)	(58.9		)	(26.9		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on debt	(2.5		)	—			—			—			(2.5		)
Dividend to parent	—			(12.9		)	—			12.9			—
Intercompany financings	—			(2.7		)	(43.3		)	46.0			—
Net cash (used in) provided by financing activities	(2.5		)	(15.6		)	(43.3		)	58.9			(2.5		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	—			34.7			(110.1		)	—			(75.4		)
CASH AND CASH EQUIVALENTS—Beginning of period	2.1			92.0			156.5			—			250.6
CASH AND CASH EQUIVALENTS—End of period	$	2.1		$	126.7		$	46.4		$	—		$	175.2

31

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(14.2	)	$	66.6		$	(22.8	)	$	—		$	29.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net of disposals	—			(17.1		)	—			—			(17.1		)
Capital contribution from subsidiary guarantors	11.3			—			—			(11.3		)	—
Intercompany financing	4.9			—			—			(4.9		)	—
Net cash provided by (used in) investing activities	16.2			(17.1		)	—			(16.2		)	(17.1		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on debt	(2.1		)	—			—			—			(2.1		)
Proceeds from exercise of stock options	0.4			—			—			—			0.4
Dividend to parent	—			(11.3		)	—			11.3			—
Intercompany financing	—			(4.9		)	—			4.9			—
Net cash (used in) provided by financing activities	(1.7		)	(16.2		)	—			16.2			(1.7		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	0.3			33.3			(22.8		)	—			10.8
CASH AND CASH EQUIVALENTS—Beginning of period	1.7			224.9			92.2			—			318.8
CASH AND CASH EQUIVALENTS—End of period	$	2.0		$	258.2		$	69.4		$	—		$	329.6

32

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is to provide an understanding of MoneyGram International, Inc.'s (“MoneyGram,” the “Company,” “we,” “us” and “our”) financial condition, results of operations and cash flows by focusing on changes in certain key measures. This MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and accompanying notes. This discussion contains forward-looking statements that involve risks and uncertainties. MoneyGram’s actual results could differ materially from those anticipated due to various factors discussed below under “Cautionary Statements Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q.

The comparisons presented in this MD&A refer to the same period in the prior year, unless otherwise noted. This MD&A is organized in the following sections:

• Overview

• Results of Operations

• Liquidity and Capital Resources

• Critical Accounting Policies

• Cautionary Statements Regarding Forward-Looking Statements

OVERVIEW

MoneyGram is a global provider of innovative money transfer services and is recognized worldwide as a financial connection to friends and family. Whether online, or through a mobile device, at a kiosk or in a local store, we connect consumers any way that is convenient for them. We also provide bill payment services, issue money orders and process official checks in the U.S. We primarily offer services through third-party agents, including retail chains, independent retailers, post offices and other financial institutions. We have Company-operated retail locations in the U.S. and Western Europe.

Our global money transfer services are our primary revenue driver, accounting for 87 percent of total revenue for the three months ended March 31, 2015. The market for money transfer services remains very competitive, consisting of a small number of large competitors and a large number of small, niche competitors. While we are the second largest money transfer company in the world (based on total face value of remittances in 2014), we will encounter competition from new technologies that allow consumers to send and receive money in a variety of ways.

We manage our revenue and related commission expenses through two reporting segments: Global Funds Transfer and Financial Paper Products. The Global Funds Transfer segment provides global money transfer services in approximately 349,000 agent locations in more than 200 countries and territories. The Global Funds Transfer segment also provides bill payment services to consumers through substantially all of our money transfer agent and Company-operated locations in the U.S., Canada, Puerto Rico, and at certain agent locations in select Caribbean and European countries. The Financial Paper Products segment provides money order services to consumers through our retail and financial institution locations in the U.S. and Puerto Rico, and provides official check services to financial institutions in the U.S. The "Other" segment contains corporate items. Our sales efforts are organized based on the nature of the products and services offered. Operating expenses are analyzed on the functional nature of the expense.

Business Environment and Trends

Our financial results reflect the impact from a full quarter of the Company's lower U.S. to U.S. pricing, a competitive product in the U.S. to U.S. corridor and the strengthening of the U.S. dollar, which negatively impacted revenue and cash flow in the three months ended March 31, 2015. However, the growth in the U.S. Outbound and Non-U.S. corridors along with the continued growth of the self-service channel have partially offset this impact.

The Company's revenues and expenses generated in other currencies were impacted by the strengthening of the U.S. dollar in the three months ended March 31, 2015 as further detailed in the Results of Operations. Similarly, as presented in the Consolidated Statements of Comprehensive (Loss) Income, the strengthening of the U.S. dollar also increased the unrealized foreign currency translation loss on the Company's assets and liabilities held in functional currencies other than the U.S. dollar.

On April 17, 2014, Wal-Mart Stores, Inc. (“Walmart”) announced the launch of the Walmart white label money transfer service, a program operated by a competitor of MoneyGram, that allows consumers to transfer money between its U.S. store locations. This program limits consumers to transferring $900 per transaction. We are unable to determine the overall extent of the long-term negative impact of this program to our business. However, the Company's U.S. to U.S. transactions originated at Walmart declined 57 percent for the three months ended March 31, 2015.

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We generally compete for money transfer consumers on the basis of trust, convenience, availability of outlets, price, technology and brand recognition. We are monitoring consumer behavior to ensure that we maintain a transaction growth trend. Pricing actions from our competitors may result in pricing changes for our products and services. On October 31, 2014, we introduced lower prices for our money transfer product in the U.S. to U.S. market and, as a result, have seen improvements including a reduction in the decline of transactions over $50 and an increase in average face value per transaction.

On an ongoing basis we see a trend among state, federal and international regulators towards enhanced scrutiny of anti-money laundering compliance programs, as well as consumer fraud prevention and education. Compliance with laws and regulations is a highly complex and integral part of our day-to-day operations, thus we have continued to increase our compliance personnel headcount and make investments in our compliance-related technology and infrastructure. In the first quarter of 2013, a compliance monitor was selected pursuant to a requirement of our settlement with the U.S. Attorney’s Office for the Middle District of Pennsylvania ("MDPA") and the Asset Forfeiture and Money Laundering Section of the Criminal Division of the Department of Justice ("U.S. DOJ"). We have received two annual reports from the compliance monitor, which have resulted in us continuing to make investments in various areas of our compliance systems and operations. We incurred $1.9 million of expense directly related to the monitor and $5.5 million of compliance enhancement program expenditures for the quarter ended March 31, 2015.

2015 Events

Global Transformation Program — In the first quarter of 2014, the Company announced the implementation of the 2014 Global Transformation Program, which consists of three key components: reorganization and restructuring, compliance enhancement and a focus on self-service revenue.

Our reorganization and restructuring activities are centered around facilities and headcount rationalization, system efficiencies and headcount right-shoring and outsourcing. The Company projects that these activities will be concluded at or near the end of the 2015 fiscal year. The following figures include Company estimates and are subject to change as the global transformation program continues to be implemented. The Company is estimating it will incur $45.0 million in cash outlays through 2015 and generate an annual estimated pre-tax savings of $25.0 million exiting fiscal year 2015. For the three months ended March 31, 2015, the Company recorded total reorganization and restructuring expenses of $9.9 million.

Our compliance enhancement program is focused on improving our services for the consumers and completing the programs recommended in adherence with our settlement with the MDPA and U.S. DOJ. The Company estimates total cash outlays for compliance enhancement of $80.0 million to $90.0 million for 2014 through 2016. For the three months ended March 31, 2015, we incurred $5.5 million of compliance enhancement program expense.

We believe that our investment in innovative products and services, particularly self-service solutions such as MoneyGram Online, mobile, account deposit and kiosk-based services, positions the Company to enhance revenue growth and diversify our product offerings. For the three months ended March 31, 2015, the money transfer fee and other revenue from the self-service channel grew 45 percent from the same period in 2014 and accounted for $31.6 million, or 11 percent, of total money transfer fee and other revenue.

Financial Measures and Key Metrics

This Form 10-Q includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") as well as certain non-GAAP financial measures that we use to assess our overall performance.

GAAP Measures—We utilize certain financial measures prepared in accordance with GAAP to assess the Company's overall performance. These measures include, but are not limited to: fee and other revenue, fee and other commission expense, fee and other revenue less commissions, operating income and operating margin. Due to our regulatory capital requirements, we deem certain payment service assets as settlement assets. Settlement assets represent funds received or to be received from agents for unsettled money transfers, money orders and customer payments. Settlement assets include settlement cash and cash equivalents, receivables, net, interest-bearing investments and available-for-sale investments. See Note 1 — Description of the Business and Basis of Presentation of the Notes to the Consolidated Financial Statements for additional disclosure.

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Non-GAAP Measures—Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, financial measures presented in accordance with GAAP. We strongly encourage investors and stockholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. While we believe that these metrics enhance investors' understanding of our business, these metrics are not necessarily comparable with similarly named metrics of other companies. The following non-GAAP financial measures include:

EBITDA (Earnings before interest, taxes, depreciation and amortization, including agent signing bonus amortization)

Adjusted EBITDA(EBITDA adjusted for certain significant items) — Adjusted EBITDA does not reflect cash requirements necessary to service interest or principal payments on our indebtedness or tax payments that may represent a reduction in cash available.

Adjusted Free Cash Flow(Adjusted EBITDA less cash interest expense, cash tax expense, cash payments for capital expenditures and cash payments for agent signing bonuses) — Adjusted Free Cash Flow does not reflect cash payments related to the adjustment of certain significant items in Adjusted EBITDA.

Constant Currency— Constant currency metrics assume that amounts denominated in foreign currencies are translated to the U.S. dollar at rates consistent with those in the prior year.

We believe that these non-GAAP financial measures provide useful information to investors because they are an indicator of the strength and performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and other interested parties to evaluate and compare the operating performance and value of companies within our industry. EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow and constant currency figures are financial and performance measures used by management in reviewing results of operations, forecasting, allocating resources or establishing employee incentive programs. Although we believe the above non-GAAP financial measures enhance investors' understanding of its business and performance, these non-GAAP financial measures should not be considered in isolation or as substitutes for the accompanying GAAP financial measures. Since these are non-GAAP measures, the Company believes it is more appropriate to disclose these metrics after discussion and analysis of the GAAP financial measures.

Non-Financial Measures

We also use certain non-financial measures to assess our overall performance. These measures include, but are not limited to, transaction growth and money transfer agent base.

The Company utilizes specific terms as related to our business throughout this document, including the following:

Corridor— With regard to a money transfer transaction, the originating "send" location and the designated "receive" location are referred to as a corridor.

Corridor mix— The relative impact of increases or decreases in money transfer transactions in each available corridor versus the comparative prior period.

Face value— The principal amount of each completed transaction, excluding any fees related to the transaction.

Foreign currency— The impact of foreign currency exchange rate fluctuations is typically calculated as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior-year period’s currency exchange rates. We use this method to calculate the impact of changes in foreign currency exchange rates on revenues and commissions and for all countries where the functional currency is not the U.S. dollar.

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RESULTS OF OPERATIONS

The following table presents the year over year results of operations for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,						% Change
(Dollars in millions)	2015			2014
REVENUE
Fee and other revenue	$	327.7		$	367.7		(11	)%
Investment revenue	2.9			7.2			(60	)%
Total revenue	330.6			374.9			(12	)%
OPERATING EXPENSES
Fee and other commissions expense	153.4			170.9			(10	)%
Investment commissions expense	0.1			0.1			—	%
Total commissions expense	153.5			171.0			(10	)%
Compensation and benefits	74.7			69.7			7	%
Transaction and operations support	70.4			71.3			(1	)%
Occupancy, equipment and supplies	15.5			12.8			21	%
Depreciation and amortization	14.8			13.1			13	%
Total operating expenses	328.9			337.9			(3	)%
OPERATING INCOME	1.7			37.0			(95	)%
OTHER EXPENSE
Interest expense	11.1			9.7			14	%
Total other expense	11.1			9.7			14	%
(Loss) income before income taxes	(9.4		)	27.3			(134	)%
Income tax expense (benefit)	62.6			(11.7		)	(635	)%
NET (LOSS) INCOME	$	(72.0	)	$	39.0		(285	)%

Global Funds Transfer

The following discussion provides a summary of fee and other revenue and fee and other commissions expense for the Global Funds Transfer segment for the three months ended March 31, 2015 and 2014. Investment revenue is not included in the analysis below. For further detail, see Investment Revenue Analysis.

	Three Months Ended March 31,				% Change
(Dollars in millions)	2015		2014
Money transfer fee and other revenue	$	286.8	$	326.1	(12	)%
Bill payment fee and other revenue	25.5		25.6		—	%
Global Funds Transfer fee and other revenue	$	312.3	$	351.7	(11	)%
Fee and other commissions expense	$	153.3	$	170.7	(10	)%

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Money Transfer Fee and Other Revenue

For the three months ended March 31, 2015, the decrease in money transfer fee and other revenue was primarily driven by unfavorable foreign currency exchange rates and the pricing actions introduced in October 2014 in the U.S. to U.S. corridor. The following table details the changes in money transfer fee and other revenue from 2014 to 2015, for the three months ended March 31:

(Amounts in millions)	Three Months Ended
For the period ended March 31, 2014	$	326.1
Change resulting from:
Money transfer volume decline	(1.2		)
Average face value per transaction and pricing	(18.7		)
Corridor mix	(4.3		)
Foreign currency exchange rate	(15.1		)
For the period ended March 31, 2015	$	286.8

Money Transfer Transactions

The following table displays the percentage distribution of total money transfer transactions by geographic location (the region originating the transaction) for the three months ended March 31:

	2015		2014
U.S. to U.S.	18	%	29	%
U.S. Outbound	43	%	37	%
Non-U.S.	39	%	34	%

The following table displays year over year money transfer transaction growth by geographic location (the region originating the transaction) for the three months ended March 31:

	2015 vs 2014
Total transactions	—%
U.S. to U.S.	(37)%
U.S. Outbound	15%
Non-U.S.	14%

For the three months ended March 31, 2015, the U.S. Outbound corridors generated 15 percent transaction growth while accounting for 43 percent of our total money transfer transactions. The growth in the U.S. Outbound corridor was primarily driven by sends to Latin America and Africa. Latin America had transaction growth of 14 percent, with sends to Mexico increasing 12 percent over the prior year. Non-U.S. transactions generated 14 percent transaction growth and accounted for 39 percent of total money transfer transactions. The growth was primarily driven by the Middle East and Western Europe regions. The U.S. to U.S. corridor declined 37 percent and accounted for 18 percent of total money transfer transactions. The decline was primarily driven by a 57 percent decline in Walmart U.S. to U.S. transactions, partially offset by two percent growth in U.S. to U.S. transactions excluding transactions originating at Walmart.

Bill Payment Fee and Other Revenue

For the three months ended March 31, 2015, bill payment fee and other revenue decreased by $0.1 million, remaining relatively flat, as a result of lower average fees resulting from shifts in industry mix, partially offset by transaction growth of four percent. The impact of changes in industry mix reflects our continued growth in new emerging verticals that generate a lower fee per transaction than our traditional verticals.

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Fee and Other Commissions Expense

The following table details the changes in fee and other commissions for the Global Funds Transfer segment from 2014 to 2015, for the three months ended March 31:

(Amounts in millions)	Three Months Ended
For the period ended March 31, 2014	$	170.7
Change resulting from:
Money transfer revenue volume and price impacts	(11.0		)
Money transfer corridor and agent mix	(0.5		)
Bill payment volumes and commission rates	(0.4		)
Signing bonuses	1.7
Foreign currency exchange rate	(7.2		)
For the period ended March 31, 2015	$	153.3

For the three months ended March 31, 2015, fee and other commissions expense decreased 10 percent, or $17.4 million. The decrease in commission expense was primarily driven by changes in money transfer revenue volumes, pricing actions introduced in October 2014 in the U.S. to U.S. corridor and the movement in foreign currency exchange rates, partially offset by increased signing bonus amortization from our agent expansion and retention efforts. Fee and other commissions expense as a percentage of fee and other revenue increased to 49.1 percent for the three months ended March 31, 2015, from 48.5 percent for the same period in 2014.

Financial Paper Products

The following discussion provides a summary of fee and other revenue and fee and other commissions expense for the Financial Paper Product segment for the three months ended March 31, 2015 and 2014. Investment revenue and investment commissions expense is not included in the analysis below. For further detail, see Investment Revenue Analysis.

	Three Months Ended March 31,				% Change
(Dollars in millions)	2015		2014
Money order fee and other revenue	$	12.2	$	12.3	(1	)%
Official check fee and other revenue	3.2		3.7		(14	)%
Financial Paper Product fee and other revenue	$	15.4	$	16.0	(4	)%
Fee and other commissions expense	$	0.1	$	0.2	(50	)%

For the three months ended March 31, 2015, money order fee and other revenue decreased due to transaction declines of six percent attributed to the attrition of agents and the migration by consumers to other payment methods, partially offset by an increase in service revenue on outstanding money orders. Similarly, official check fee and other revenue decreased $0.5 million, or 14 percent, when compared to the same period in 2014.

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Investment Revenue Analysis

The following discussion provides a summary of the Company's investment revenue and investment commission expense for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,				% Change
(Dollars in millions)	2015		2014
Investment revenue	$	2.9	$	7.2	(60	)%
Investment commissions expense (1)	0.1		0.1		—	%

⁽¹⁾Commissions are generated from the average outstanding cash balances of official checks sold.

Investment Revenue

Investment revenue consists primarily of interest income generated through the investment of cash balances received from the sale of official checks and money orders. These cash balances are available to us for investment until the payment instrument is cleared. Investment revenue varies depending on the level of investment balances and the yield on our investments.

For the three months ended March 31, 2015, investment revenue decreased $4.3 million, or 60 percent, when compared to the same period in 2014. The decline is primarily due to one-time returns on legacy investments in 2014 and lower average investment balances in 2015.

Investment Commissions Expense

Investment commissions expense consists of amounts paid to financial institution official check customers based on short-term interest rate indices multiplied by the average outstanding cash balances of official checks sold by that financial institution. For the three months ended March 31, 2015, investment commissions expense remained stable compared to the same period in 2014.

Operating Expenses

The following table is a summary of the operating expenses for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
(Dollars in millions)	Dollars		Percent of Total Revenue		Dollars		Percent of Total Revenue
Compensation and benefits	$	74.7	23	%	$	69.7	19	%
Transaction and operations support	70.4		21	%	71.3		19	%
Occupancy, equipment and supplies	15.5		5	%	12.8		3	%
Depreciation and amortization	14.8		4	%	13.1		4	%
Total operating expenses	$	175.4	53	%	$	166.9	45	%

For the three months ended March 31, 2015, total operating expenses as a percentage of total revenue was 53 percent, an increase from 45 percent for the same period in 2014, primarily due to the increased expenses incurred as a result of the 2014 Global Transformation Program as well as the decline in total revenue compared to the prior period.

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Compensation and Benefits

Compensation and benefits include salaries and benefits, management incentive programs, related payroll taxes and other employee related costs. The following is a summary of the change in compensation and benefits from 2014 to 2015, for the three months ended March 31:

(Amounts in millions)	Three Months Ended
For the period ended March 31, 2014	$	69.7
Change resulting from:
Employee stock-based compensation	0.9
Reorganization and restructuring costs	3.9
Compliance enhancement program	(0.4		)
Salaries, related payroll taxes and incentive compensation	5.4
Foreign currency exchange rate	(5.5		)
Other employee benefits	0.7
For the period ended March 31, 2015	$	74.7

For the three months ended March 31, 2015, compensation and benefits expense increased primarily due to an increase in salaries, related payroll taxes and incentive compensation and increased costs relating to the 2014 Global Transformation Program. The increase in salaries, related payroll taxes and incentive compensation consist of normal merit increases and certain incentive compensation. For the three months ended March 31, 2015, costs related to the 2014 Global Transformation Program increased $3.5 million based on the timing of the start of the program in March 2014. These increases were partially offset by the impact of the strengthening of the U.S. dollar.

Transaction and Operations Support

Transaction and operations support primarily includes marketing, professional fees and other outside services, telecommunications, agent support costs, including forms related to our products, non-compensation employee costs, including training, travel and relocation costs, bank charges and the impact of foreign exchange rate movements on our monetary transactions, assets and liabilities denominated in a currency other than the U.S. dollar. The following is a summary of the change in transaction and operations support from 2014 to 2015, for the three months ended March 31:

(Amounts in millions)	Three Months Ended
For the period ended March 31, 2014	$	71.3
Change resulting from:
Compliance enhancement program	(1.9		)
Outsourcing, independent contractor and consultant costs	3.5
Foreign exchange gains	(2.0		)
Reorganization and restructuring costs	2.2
Direct monitor costs	1.1
Foreign currency exchange rate	(3.4		)
Other	(0.4		)
For the period ended March 31, 2015	$	70.4

Transaction and operations support expense decreased for the three months ended March 31, 2015 primarily as a result of the decreased costs related to our compliance enhancement program and foreign exchange gains. The decline in the compliance enhancement program costs is due to lower contract and consultant expenses related to the timing and capitalization of projects. These decreases were offset by higher reorganization and restructuring costs and an increase in direct monitor costs for the three months ended March 31, 2015. Reorganization and restructuring costs increased primarily due to higher employee recruiting and relocation fees, travel and entertainment and telecommunication fees.

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Occupancy, Equipment and Supplies

Occupancy, equipment and supplies expenses include facilities rent and maintenance costs, software and equipment maintenance costs, freight and delivery costs and supplies.

For the three months ended March 31, 2015, occupancy, equipment and supplies expenses increased $2.7 million, or 21%, when compared to the same period in 2014, as a result of an increase in facilities costs associated with the 2014 Global Transformation Program, increased maintenance and forms and supplies.

Depreciation and Amortization

Depreciation and amortization includes depreciation on point of sale equipment, agent signage, computer hardware and software, capitalized software development costs, office furniture, equipment and leasehold improvements and amortization of intangible assets.

For the three months ended March 31, 2015, depreciation and amortization increased $1.7 million, or 13%, compared to the same period in 2014, primarily driven by higher amortization expense for acquired intangibles and depreciation expense for computer hardware.

Pre-Tax Operating Income and Operating Margin

The Company's management utilizes pre-tax operating income and operating margin when assessing both consolidated and segment operating performance and allocation of resources. Excluded from the segments' operating income are interest and other expenses related to our credit agreement, certain pension and benefit obligation expenses, director deferred compensation plan expenses, executive severance and related costs and certain legal and corporate costs not related to the performance of the segments.

The following table provides a summary overview of pre-tax operating income and operating margin for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,						Change
(Dollars in millions)	2015			2014
Operating income:
Global Funds Transfer	$	0.2		$	31.5		$	(31.3	)
Financial Paper Products	5.4			9.8			(4.4		)
Total segment operating income	5.6			41.3			(35.7		)
Other	(3.9		)	(4.3		)	0.4
Total operating income	1.7			37.0			(35.3		)
Interest expense	11.1			9.7			1.4
(Loss) income before income taxes	$	(9.4	)	$	27.3		$	(36.7	)
Total operating margin	0.5		%	9.9		%
Global Funds Transfer	0.1		%	9.0		%
Financial Paper Products	29.5		%	42.2		%

For the three months ended March 31, 2015, the Company experienced a decline in total operating income and operating margin when compared to the same periods in 2014, primarily as a result of the decrease in money transfer revenue of $39.3 million and a $6.8 million increase in reorganization and restructuring costs.

Other Expenses

Interest Expense

As a result of higher average debt balances incurred in connection with the First Incremental Amendment and Joinder Agreement (the "Incremental Agreement") dated April 2, 2014, interest expense increased $1.4 million, or 14 percent, for the three months ended March 31, 2015, when compared to the same period in 2014. See Note 7 — Debt of the Notes to the Consolidated Financial Statements for additional disclosure.

Income Taxes

For the three months ended March 31, 2015, although the Company recognized a pre-tax loss of $9.4 million, tax expense of $62.6 million was recorded primarily as a result of the court decision related to the IRS matter. See Note 11 — Income Taxes and Note 12 — Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional disclosure.

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Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA and Adjusted Free Cash Flow

We believe that EBITDA (earnings before interest, taxes, depreciation and amortization, including agent signing bonus amortization), Adjusted EBITDA (EBITDA adjusted for certain significant items) and Adjusted Free Cash Flow (Adjusted EBITDA less cash interest expense, cash tax expense, cash payments for capital expenditures and cash payments for agent signing bonuses)provide useful information to investors because they are indicators of the strength and performance of our ongoing business operations. These calculations are commonly used as a basis for investors, analysts and other interested parties to evaluate and compare the operating performance and value of companies within our industry. In addition, our debt agreements require compliance with financial measures similar to Adjusted EBITDA. EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow and constant currency are financial and performance measures used by management in reviewing results of operations, forecasting, allocating resources and establishing employee incentive programs. We also present the Adjusted EBITDA, constant currency adjusted balances, which provide information to investors regarding MoneyGram's performance without the effect of foreign currency exchange rate fluctuations year over year.

Although we believe that EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow enhance investors' understanding of our business and performance, these non-GAAP financial measures should not be considered in isolation or as substitutes for the accompanying GAAP financial measures. These metrics are not necessarily comparable with similarly named metrics of other companies. The following table is a reconciliation of these non-GAAP financial measures to the related GAAP financial measures for the three months ended March 31, 2015 and 2014:

		Three Months Ended March 31,
(Amounts in millions)		2015			2014			Change
(Loss) income before income taxes		$	(9.4	)	$	27.3		$	(36.7	)
Interest expense		11.1			9.7			1.4
Depreciation and amortization		14.8			13.1			1.7
Amortization of agent signing bonuses		14.6			11.8			2.8
EBITDA		31.1			61.9			(30.8		)
Significant items impacting EBITDA:
Reorganization and restructuring costs		9.9			3.1			6.8
Stock-based, contingent and incentive compensation (1)		6.1			3.5			2.6
Compliance enhancement program		5.5			7.1			(1.6		)
Direct monitor costs		1.9			0.8			1.1
Legal and contingent matters (2)		0.1			0.4			(0.3		)
Capital transaction costs (3)		—			1.1			(1.1		)
Adjusted EBITDA		$	54.6		$	77.9		$	(23.3	)
Adjusted EBITDA growth, as reported	(30			)%
Adjusted EBITDA growth, constant currency adjusted	(31			)%
Adjusted EBITDA		$	54.6		$	77.9		$	(23.3	)
Cash interest expense		(10.4		)	(9.1		)	(1.3		)
Cash tax expense		(7.6		)	(0.1		)	(7.5		)
Cash payments for capital expenditures		(26.9		)	(17.1		)	(9.8		)
Cash payments for agent signing bonuses		(44.0		)	(4.9		)	(39.1		)
Adjusted Free Cash Flow		$	(34.3	)	$	46.7		$	(81.0	)

⁽¹⁾ Stock-based compensation, contingent performance awards payable after three years and certain incentive compensation.

⁽²⁾Legal expenses represent legal fees and expenses primarily related to the U.S. Attorney's Office for the Middle District of Pennsylvania investigation and the IRS tax litigation.

⁽³⁾ Professional and legal fees incurred for the April 2, 2014 equity transactions.

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EBITDA and Adjusted EBITDA

As disclosed in the above table, for the three months ended March 31, 2015, EBITDA has been primarily adjusted for the 2014 Global Transformation Program costs, which consist of: $9.9 million for reorganization and restructuring costs and $5.5 million for the compliance enhancement program costs. In addition, EBITDA has been adjusted for $6.1 million of stock-based, contingent and incentive compensation costs.

For the three months ended March 31, 2014, EBITDA was adjusted for the 2014 Global Transformation Program, which consists of: $7.1 million for the compliance enhancement program and $3.1 million for the reorganization and restructuring costs. In addition, EBITDA has been adjusted for $3.5 million of stock-based, contingent and incentive compensations costs.

For the three months ended March 31, 2015, the Company generated EBITDA of $31.1 million and Adjusted EBITDA of $54.6 million. When compared to the same period in 2014, EBITDA decreased$30.8 million, or 50 percent, primarily due to the decrease in money transfer fee and other revenue and increase in costs incurred for the 2014 Global Transformation Program. When compared to the same period in 2014, Adjusted EBITDA decreased$23.3 million, or 30 percent, as a result of the decline in money transfer fee and other revenue, which was primarily driven by Walmart's competitive white label money transfer service and pricing actions introduced in the U.S. to U.S. corridor in October 2014.

Adjusted EBITDA growth, as reported and constant currency adjusted, declined 30 percent and 31 percent, respectively, for the three months ended March 31, 2015 when compared to the same period in the prior year. Non-U.S. corridor transactions represent 39 percent of total money transfer transactions in the first quarter and, as a result, foreign currency fluctuations impacted the Company's total revenue. Partially offsetting this decline in revenues is a reduction in operating expenses as the Company has moved a significant portion of operating expenses outside of the U.S.

Adjusted Free Cash Flow

For the three months ended March 31, 2015, Adjusted Free Cash Flow was negative $34.3 million, a decrease of $81.0 million, or 173 percent, when compared to the same period in 2014. The decrease was primarily driven by increased agent signing bonus payments of $39.1 million resulting from the timing of certain payments, increased payments for capital expenditures of $9.8 million and increased tax expense payments of $7.5 million primarily resulting from the IRS matter further disclosed in Note 12 — Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

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LIQUIDITY AND CAPITAL RESOURCES

We have various resources available for purposes of managing liquidity and capital needs, including our investment portfolio, credit facilities and letters of credit. We refer to our cash and cash equivalents, settlement cash and cash equivalents, interest-bearing investments and available-for-sale investments collectively as our “investment portfolio.” We have historically utilized the assets in excess of payment service obligations measure in various liquidity and capital assessments. As of December 31, 2014, we recast our Consolidated Balance Sheets to include the settlement cash and cash equivalents, receivables, net, interest-bearing investments and available-for-sale investments in a new balance sheet caption, entitled "Settlement assets," in an amount equal to the "Payment service obligations" line item. The historically reported assets in excess of payment service obligations are now presented as unrestricted "Cash and cash equivalents" on the Consolidated Balance Sheets.

Cash and Cash Equivalents, Settlement Assets and Payment Service Obligations

The following table shows the components of cash and cash equivalents and our settlement assets at March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Cash and cash equivalents	$	175.2		$	250.6
Settlement assets:
Settlement cash and cash equivalents	1,699.1			1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
	3,535.9			3,533.6
Payment service obligations	$	(3,535.9	)	$	(3,533.6	)

Our primary sources of liquidity include cash flows generated by the sale of our payment instruments, our cash and cash equivalent and interest-bearing investment balances, proceeds from our investment portfolio and credit capacity under our credit facilities. Our primary operating liquidity needs are related to the settlement of payment service obligations to our agents and financial institution customers, general operating expenses and debt service.

To meet our payment service obligations at all times, we must have sufficient highly liquid assets and be able to move funds globally on a timely basis. On average, we receive in and pay out a similar amount of funds on a daily basis to collect and settle the principal amount of our payment instruments sold and related fees and commissions with our end consumers and agents. This pattern of cash flows allows us to settle our payment service obligations through ongoing cash generation rather than liquidating investments or utilizing our revolving credit facility. We have historically generated, and expect to continue generating, sufficient cash flows from daily operations to fund ongoing operational needs.

We seek to maintain funding capacity beyond our daily operating needs to provide a cushion through the normal fluctuations in our payment service obligations, as well as to provide working capital for the operational and growth requirements of our business. We believe we have sufficient liquid assets and funding capacity to operate and grow our business for the next 12 months. Should our liquidity needs exceed our operating cash flows, we believe that external financing sources, including availability under our credit facilities, will be sufficient to meet our anticipated funding requirements.

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Cash and Cash Equivalents and Interest-bearing Investments

To ensure we maintain adequate liquidity to meet our operating needs at all times, we keep a significant portion of our investment portfolio in cash and cash equivalents and interest-bearing investments at financial institutions rated A3/A- or better by two of the following three rating agencies: Moody’s Investor Service, ("Moody’s"), Standard & Poors, ("S&P") or Fitch Ratings, Inc. ("Fitch"); and in AAA- rated U.S. government money market funds. If the rating agencies have split ratings, the Company uses the highest two out of three ratings across the agencies for disclosure purposes. If none of the rating agencies have the same rating, the Company uses the lowest rating across the agencies for disclosure purposes. As of March 31, 2015, cash and cash equivalents (including unrestricted and settlement cash and cash equivalents) and interest-bearing investments totaled $3.0 billion, representing 99 percent of our total investment portfolio. Cash equivalents and interest-bearing investments consist of money market funds that invest in U.S. government and government agency securities, time deposits and certificates of deposit.

Available-for-sale Investments

Our investment portfolio includes $26.0 million of available-for-sale investments as of March 31, 2015. U.S. government agency residential mortgage-backed securities compose $13.5 million of our available-for-sale investments, while other asset-backed securities compose the remaining $12.5 million.

Credit Facilities

Our credit facilities consist of the Amended and Restated Credit Agreement (the "2013 Credit Agreement") with Bank of America, N.A., as administrative agent, the financial institutions party thereto as lenders and the other agents party thereto. See Note 7 — Debt of the Notes to the Consolidated Financial Statements for additional disclosure. The following table is a summary of principal payments and debt issuance from January 1, 2014 to March 31, 2015:

	2013 Credit Agreement
(Amounts in millions)	Term loan			Revolving facility		Total Debt
Balance at January 1, 2014	$	843.6		$	—	$	843.6
2014 new debt issued	130.0			—		130.0
2014 payments	(9.5		)	—		(9.5		)
2015 payments	(2.5		)	—		(2.5		)
Balance at March 31, 2015	$	961.6		$	—	$	961.6

As of March 31, 2015, the Company had no outstanding letters of credit or borrowings under the revolving credit facility leaving $150.0 million of borrowing capacity thereunder. See Note 7 — Debt of the Notes to Consolidated Financial Statements for additional disclosure.

The 2013 Credit Agreement contains various financial and non-financial covenants. We continuously monitor our compliance with our debt covenants. At March 31, 2015, the Company was in compliance with its financial covenants; see Note 7 —Debt of the Notes to Consolidated Financial Statements for additional disclosure relating to the financial covenants.

On April 2, 2014, we entered into the Incremental Agreement with Bank of America, N.A., as administrative agent, and various lenders, which provided for (a) a tranche under the term loan facility in an aggregate principal amount of $130.0 million, (b) an increase in the aggregate revolving loan commitments under the 2013 Credit Agreement from $125.0 million to $150.0 million, and (c) certain other amendments to the 2013 Credit Agreement further described in Note 7 —Debt of the Notes to Consolidated Financial Statements.

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Credit Ratings

As of March 31, 2015, our credit ratings from Moody’s and S&P were B1 and BB-, respectively, remaining unchanged from December 31, 2014. On April 13, 2015, S&P lowered our credit rating from BB- with a negative outlook to B+ with a stable outlook. Our credit facilities, regulatory capital requirements and other obligations were not impacted and will not be impacted by a future change in our credit ratings.

Regulatory Capital Requirements

We were in compliance with all financial regulatory requirements as of March 31, 2015. We believe that our liquidity and capital resources will remain sufficient to ensure ongoing compliance with all financial regulatory requirements.

Other Funding Requirements

We have a funded, noncontributory pension plan that is frozen to both future benefit accruals and new participants. It is our policy to fund at least the minimum required contribution each year plus additional discretionary amounts as available and necessary to minimize expenses of the plan. Refer to "Liquidity and Capital Resources" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for additional discussion. In January 2015, the Company announced a voluntary pension buyout program that will result in a reduction of our pension obligations. Under the program, approximately 1,500 eligible deferred vested participants had the one-time choice of electing to receive a lump-sum settlement of their remaining pension benefit. The eligible participants had the ability to elect this option through the end of the first quarter of 2015 with settlement planned for the second quarter. Approximately 68 percent of eligible participants elected the settlement option by the March 31, 2015 deadline.  As a result, the Company will reduce its pension obligations by approximately $36 million during the second quarter. This will create an additional pre-tax settlement charge of approximately $14.4 million in the second quarter of 2015 with expense savings to the Company in future years of approximately $1.3 million annually.

The Company’s consolidated income tax returns for fiscal years 2005-2009 were examined by the IRS. The IRS issued Notices of Deficiency disallowing among other items approximately $900 million of deductions on securities losses in the 2007, 2008 and 2009 tax returns. In May 2012 and December 2012, the Company filed petitions in the U.S. Tax Court challenging the 2005-2007 and 2009 Notices of Deficiency. In 2013, the Company reached a partial settlement with the IRS allowing ordinary loss treatment on $186.9 million of deductions in dispute. In January 2015, the U.S. Tax Court granted the IRS's motion for summary judgment upholding the remaining adjustments in the Notices of Deficiency. See Note 12 — Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further discussion regarding the IRS matter. In addition, in the first quarter of 2015, the IRS completed its examination of the Company’s consolidated income tax returns for the tax years 2011 through 2013 and issued a Revenue Agent Report (“RAR”) that included disallowing $100.0 million of deductions related to payments the Company made to the United States government in connection with the deferred prosecution agreement (the "DPA") with the MDPA and the DOJ. The Company disagrees with adjustments in the RAR and has filed a protest letter so that the issue will be considered by the IRS Appeals Division. See Note 11 — Income Taxes of the Notes to the Consolidated Financial Statements for further discussion regarding this matter. Overall, if all of the Company’s positions, inclusive of the tax court matter and the 2011 through 2013 audit are ultimately rejected, the Company would be required to make cash payments of approximately $78 million based on benefits taken and taxable income earned through March 31, 2015. As a result of the tax court ruling, we have already paid $5.2 million in federal tax payments in this quarter and we expect to make additional cash payments in 2015 to the IRS of approximately $55 million which would reduce our overall $78 million cash payment exposure to approximately $23 million. 

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Analysis of Cash Flows

Cash Flows from Operating Activities

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Net (loss) income	$	(72.0	)	$	39.0
Total adjustments to reconcile net income	26.0			(9.4		)
Net cash (used in) provided by operating activities	$	(46.0	)	$	29.6

For the three months ended March 31, 2015 and 2014, operating activities used net cash of $46.0 million and generated net cash of $29.6 million, respectively. Cash used in operating activities increased for the three months ended March 31, 2015 due to an increase in signing bonus payments of $39.1 million, the decrease in net income as a result the decrease in money transfer revenue of $39.3 million and a $6.8 million increase in reorganization and restructuring costs. Net cash provided by operating activities for the three months ended March 31, 2014 primarily consisted of changes in working capital.

Cash Flows from Investing Activities

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Purchases of property and equipment	$	(26.9	)	$	(17.1	)
Net cash used in investing activities	$	(26.9	)	$	(17.1	)

For the three months ended March 31, 2015 and 2014 investing activities used cash of $26.9 million and $17.1 million, respectively, for capital expenditures related to the 2014 Global Transformation Program and ongoing business operations.

Cash Flows from Financing Activities

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Principal payments on debt	$	(2.5	)	$	(2.1	)
Proceeds from exercise of stock options	—			0.4
Net cash used in financing activities	$	(2.5	)	$	(1.7	)

For the three months ended March 31, 2015 and 2014, financing activities used cash of $2.5 million and $1.7 million, respectively, due to payments associated with the 2013 Credit Agreement.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts and related disclosures in the consolidated financial statements. Actual results could differ from those estimates. On a regular basis, management reviews its accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP.

Critical accounting policies are those policies that management believes are most important to the portrayal of our financial position and results of operations, and that require management to make estimates that are difficult, subjective or complex. There were no changes to our critical accounting policies during the quarter ended March 31, 2015. For further information regarding our critical accounting policies, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to, among other things, the financial condition, results of operations, plans, objectives, future performance and business of MoneyGram and its subsidiaries. Statements preceded by, followed by or that include words such as “believes,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” “continues,” “will,” “should,” “could,” “may,” “would,” "goals" and other similar expressions are intended to identify some of the forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions of the Act. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the risks and uncertainties described in Part I, Item 1A under the caption "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2014, as well as the various factors described herein. These forward-looking statements speak only as of the date they are made, and MoneyGram undertakes no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by federal securities law. These forward-looking statements are based on management's current expectations, beliefs and assumptions and are subject to certain risks, uncertainties and changes in circumstances due to a number of factors. These factors include, but are not limited to:

• our ability to compete effectively;

• our ability to maintain key agent or biller relationships, a reduction in business or transaction volume from these relationships, including our largest agent, Walmart, through the recent introduction by Walmart of a competing white label branded money transfer product or otherwise;

• the impact of our new U.S. to U.S. pricing strategy;

• our ability to manage fraud risks from consumers or agents;

• the ability of us and our agents to comply with U.S. and international laws and regulations;

• litigation and regulatory proceedings involving us or our agents, including the outcome of ongoing investigations by several state governments, which could result in material settlements, fines or penalties, revocation of required licenses or registrations, termination of contracts, other administrative actions or lawsuits and negative publicity;

• possible uncertainties relating to compliance with and the impact of the DPA;

• current and proposed regulations addressing consumer privacy and data use and security;

• our ability to successfully develop and timely introduce new and enhanced products and services and our investments in new products, services or infrastructure changes;

• our offering of money transfer services through agents in regions that are politically volatile or, in a limited number of cases, that are subject to certain Office of Foreign Asset Control restrictions;

• changes in tax laws or an unfavorable outcome with respect to the audit of our tax returns or tax positions, or a failure by us to establish adequate reserves for tax events;

• our substantial debt service obligations, significant debt covenant requirements and credit rating and our ability to maintain sufficient capital;

• major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions;

• the ability of us and our agents to maintain adequate banking relationships;

• the financial health of certain European countries, and the impact that those countries may have on the sustainability of the euro;

• a security or privacy breach in systems, networks or databases on which we rely;

• disruptions to our computer systems and data centers and our ability to effectively operate and adapt our technology;

• weakened consumer confidence in our business or money transfers generally;

• continued weakness in economic conditions, in both the U.S. and global markets;

• a significant change, material slow down or complete disruption of international migration patterns;

• our ability to manage credit risks from our retail agents and official check financial institution customers;

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• our ability to retain partners to operate our official check and money order businesses;

• our ability to manage risks associated with our international sales and operations;

• our ability to adequately protect our brand and intellectual property rights and to avoid infringing on the rights of others;

• our ability to attract and retain key employees;

• our ability to manage risks related to the operation of retail locations and the acquisition or start-up of businesses;

• our ability to implement the 2014 Global Transformation Program as planned, whether the expected amount of costs associated with such program will exceed our forecasts and whether we will be able to realize the full amount of estimated savings from such program;

• our ability to maintain effective internal controls;

• our capital structure and the special voting rights provided to designees of THL on our Board of Directors; and

• the risks and uncertainties described in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as well as any additional risk factors that may be described in our other filings with the Securities and Exchange Commission ("SEC") from time to time.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk since December 31, 2014. For further information on market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on form 10-K for the year ended December 31, 2014.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and include, without limitation, controls and procedures designed to ensure that information that the Company is required to disclose in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting — There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The matters set forth below are subject to uncertainties and outcomes that are not predictable. The Company accrues for these matters as any resulting losses become probable and can be reasonably estimated. Further, the Company maintains insurance coverage for many claims and litigation alleged.

Litigation Commenced Against the Company:

Class Action Securities Litigation -On April 15, 2015, a putative securities class action lawsuit was filed in the Superior Court of the State of Delaware, County of New Castle, against MoneyGram, all of its directors, certain of its executive officers, Thomas H. Lee Partners, Goldman Sachs & Co., Inc. ("Goldman Sachs") and the underwriters of the secondary public offering of the Company’s common stock that closed on April 2, 2014 (the “2014 Offering”). The lawsuit was brought by the Iron Workers District Council of New England Pension Fund seeking to represent a class consisting of all purchasers of the Company’s common stock pursuant and/or traceable to the Company’s registration statement and prospectus, and all documents incorporated by reference therein, issued in connection with the 2014 Offering. The lawsuit alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 due to allegedly false and misleading statements in connection with the 2014 Offering and seeks unspecified damages and other relief.

The Company believes that the claims are without merit and intends to vigorously defend itself against the lawsuit.

Other Matters — The Company is involved in various other claims and litigation that arise from time to time in the ordinary course of the Company's business. Management does not believe that after final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations and cash flows.

Government Investigations:

State Civil Investigative Demands — MoneyGram has received Civil Investigative Demands from a working group of nine state attorneys general who have initiated an investigation into whether the Company took adequate steps to prevent consumer fraud during the period from 2007 to 2014. The Civil Investigative Demands seek information and documents relating to the Company’s procedures designed to prevent fraudulent transfers and consumer complaint information. MoneyGram has cooperated fully with the attorneys general in this matter and submitted the information and documents requested. No claims have been filed against MoneyGram in connection with this investigation and the Company has denied any wrongful conduct. The Company is currently in discussions with the attorneys general to resolve any allegations that they might assert.

Taking into account the Company's discussions with the attorneys general, as of December 31, 2014, we have accrued $11.0 million for estimated loss exposure in connection with such investigation. As of March 31, 2015, there was no change in the amount accrued. Any estimate of a loss contingency involves judgments based upon currently available information and assumptions believed to be reasonable and is subject to uncertainties. There may be an exposure to losses in excess of any amounts accrued, and any actual loss may vary from the current estimate.

Other Matters — The Company is involved in various other government inquiries and other matters that arise from time to time. Management does not believe that after final disposition any of these other matters is likely to have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

Actions Commenced by the Company:

Tax Litigation — The Internal Revenue Service (the "IRS") completed its examination of the Company’s consolidated income tax returns through 2013. The IRS issued Notices of Deficiency for 2005-2007 and 2009, and also issued an Examination Report for 2008. The Notices of Deficiency disallow, among other items, approximately $900 million of deductions on securities losses in the 2007, 2008 and 2009 tax returns. In May 2012 and December 2012, the Company filed petitions in the U.S. Tax Court challenging the 2005-2007 and 2009 Notices of Deficiency. In 2013, the Company reached a partial settlement with the IRS allowing ordinary loss treatment on $186.9 million of deductions in dispute. In January 2015, the U.S. Tax Court granted the IRS's motion for summary judgment upholding the remaining adjustments in the Notices of Deficiency. This court decision is a change in facts which warranted reassessment of the uncertain tax position. Although the Company believes that it has substantive tax law arguments in favor of its position and expects to appeal the ruling, the reassessment resulted in the Company determining that it is no longer more likely than not that its existing position will be sustained. Accordingly, as of March 31, 2015, the Company characterized certain deductions relating to securities losses to be capital in nature, rather than ordinary. As the Company cannot project capital gains sufficient to recognize the benefit, the Company has recorded a full valuation allowance against these losses. This change increased "Income tax expense" in the Consolidated Statements of Operations by $63.7 million, which is reflected as a discrete item for tax purposes as of March 31, 2015. The Company anticipates that there will be total cash payments made in 2015 of approximately $60 million for federal tax payments and associated interest related to this issue. As of March 31, 2015, the Company has made $5.2 million of these anticipated cash payments.

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ITEM 1A. RISK FACTORS

There has been no material change in the Company's risk factors from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. For further information, refer to Part I. Item 1A. "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company’s Board of Directors has authorized the repurchase of a total of 12,000,000 common shares. The repurchase authorization is effective until such time as the Company has repurchased 12,000,000 common shares. Common stock tendered to the Company in connection with the exercise of stock options or vesting of restricted stock are not considered repurchased shares under the terms of the repurchase authorization. As of March 31, 2015, the Company had repurchased 8,228,573 common shares under the terms of the repurchase authorization and has remaining authorization to repurchase up to 3,771,427 shares. During the three months ended March 31, 2015, the Company did not repurchase common shares.

ITEM 6. EXHIBITS

Exhibits are filed with this Quarterly Report on Form 10-Q as listed in the accompanying Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MoneyGram International, Inc.
	(Registrant)
May 4, 2015	By:	/s/ W. ALEXANDER HOLMES
		W. Alexander Holmes
		Executive Vice President, Chief Financial Officer and Chief Operating Officer
		(Principal Financial Officer and Duly Authorized Officer)

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated June 28, 2004 (Incorporated by reference from Exhibit 3.1 to Registrant's Annual Report on Form 10-K filed on March 15, 2010).
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated May 12, 2009 (Incorporated by reference from Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed March 15, 2010).
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated May 18, 2011 (Incorporated by reference from Exhibit 3.1 to Registrant's Current Report on Form 8-K filed May 23, 2011).
3.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated November 14, 2011 (Incorporated by reference from Exhibit 3.1 to Registrant's Current Report on Form 8-K filed November 14, 2011).
3.5	Bylaws of MoneyGram International, Inc., as amended and restated September 10, 2009 (Incorporated by reference from Exhibit 3.01 to Registrant's Current Report on Form 8-K filed on September 16, 2009).
3.6	Amendment to Bylaws of MoneyGram International, Inc., dated as of January 25, 2012 (Incorporated by reference from Exhibit 3.1 to Registrant's Current Report on Form 8-K filed January 27, 2012).
3.7	Amendment to Bylaws of MoneyGram International, Inc., dated as of December 10, 2013 (Incorporated by reference from Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed December 16, 2013).
3.8	Amended and Restated Certificate of Designations, Preferences and Rights of Series D Participating Convertible Preferred Stock of MoneyGram International, Inc., dated May 18, 2011 (Incorporated by reference from Exhibit 3.2 to Registrant's Current Report on Form 8-K filed May 23, 2011).
10.1*†	Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Global Time-Based Restricted Stock Unit Award Agreement.
10.2*†	Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Global Performance-Based Restricted Stock Unit Award Agreement.
10.3*†	Global Time-Based Restricted Stock Unit Award Agreement, dated February 25, 2015, between MoneyGram International, Inc. and Pamela H. Patsley.
10.4*†	Global Performance-Based Restricted Stock Unit Award Agreement, dated February 25, 2015, between MoneyGram International, Inc. and Pamela H. Patsley.
10.5†	Settlement Agreement, dated as of January 8, 2015, by and between MoneyGram International Limited and Carl-Olav Scheible (Incorporated by reference from Exhibit 10.92 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2015).
31.1*	Section 302 Certification of Chief Executive Officer
31.2*	Section 302 Certification of Chief Financial Officer
32.1**	Section 906 Certification of Chief Executive Officer
32.2**	Section 906 Certification of Chief Financial Officer
101*	The following financial statements, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014; (ii) Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014; (v) Consolidated Statements of Stockholders' Deficit as of March 31, 2015 and 2014; and (vi) Notes to Consolidated Financial Statements.
*	Filed herewith.
**	Furnished herewith.
†	Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

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EX-10.1

Exhibit 10.1

MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS INCENTIVE PLAN

GLOBAL Time-Based RESTRICTED STOCK UNIT

AWARD AGREEMENT

This GLOBAL Time-Based RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”). The grant date of this award is ______________ (the “Grant Date”).

1. Award.

The Company hereby grants to the Participant a time-based Restricted Stock Unit (an “RSU”) award covering ______________ shares (the “Shares”) of Common Stock, $.01 par value per share, of the Company according to the terms and conditions as provided in this Agreement, including any country-specific appendix thereto (the “Appendix”), and in the Company’s 2005 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one Share, subject to the vesting requirements of this Agreement and the terms of the Plan. The RSUs are granted under Section 6(c) and 6(d) of the Plan. The RSUs are subject to appropriate adjustment as may be determined by the Committee from time to time in accordance with Section 8(c) of this Agreement. A copy of the Plan will be furnished upon request of the Participant. Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

2. Vesting.

(a) Unless otherwise provided in this Agreement, the RSUs granted under this Agreement shall vest as follows, provided the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each anniversary (each a “Vesting Date”):

Vesting Date	Aggregate Percentage Vested
1st Anniversary of Grant Date		33.3	%
2nd Anniversary of Grant Date		33.3	%
3rd Anniversary of Grant Date		33.4	%

(b) The Participant shall have no rights to the Shares until the RSUs have vested. Prior to settlement, the RSUs represent an unfunded and unsecured obligation of the Company.

(c) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) may be adjusted by the Company in its sole discretion.

(d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(e) In the event the Participant would otherwise become vested in a fractional portion of an RSU (a “Fractional RSU”) based on the vesting terms set forth in Section 2(a), the Fractional RSU shall instead remain unvested until the final Vesting Date; provided, however, that if the Participant would otherwise vest in a subsequent Fractional RSU prior to the final Vesting Date for the RSUs and such Fractional RSUs taken together with a previous Fractional RSU that remained unvested would equal a whole RSU,

then such Fractional RSU shall vest.  Upon the final Vesting Date, the value of any remaining Fractional RSUs shall be rounded up to the nearest whole RSU.

3.Settlement of RSUs. Any RSUs that vest shall be paid to the Participant solely in whole Shares on, or as soon as practicable after, the date the RSUs vest in accordance with Section 2 above (or, if sooner, Sections 5 or 6 below), but in any event, no later than March 15 of the calendar year following the calendar year of vesting.

4.Restrictions on Transfer.

(a)Except as otherwise provided by the Plan or by the Committee, the RSUs shall not be transferable other than by will or by the laws of descent and distribution. The RSUs may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the RSUs shall be void and unenforceable against the Company or any Subsidiaries.

(b)None of the Shares acquired pursuant to the RSU award shall be assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the United States Securities Act of 1933, as amended).

5.Effect of Involuntary Termination Following Change in Control. Notwithstanding the vesting provisions contained in Section 2 above or 6 below, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below) the following provisions shall apply:

(a)Notwithstanding the other provisions of this Section 5, if the RSUs are assumed or otherwise replaced in connection with a Change in Control and the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined in Section 5(d) below) or the Participant terminates his or her employment for Good Reason (as such term is defined below) in each case within 12 months following the occurrence of such Change in Control (as such term is defined in Section 5(c) below) but prior to a Vesting Date, then the unvested RSUs will automatically accelerate and become vested.

(b)“Good Reason” for purposes of this Agreement shall mean following a Change in Control: (i) a material reduction in the Participant’s position or responsibilities from the Participant’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith; (ii) a material reduction in the Participant’s base salary or target bonus opportunity, if any, as in effect immediately prior to such Change in Control, except in connection with an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company, or (iii) the reassignment, without the Participant’s consent, of the Participant’s place of work to a location more than 50 miles from the Participant’s place of work immediately prior to the Change in Control; provided that none of the events described in clauses (i), (ii) and (iii) shall constitute Good Reason hereunder unless (x) the Participant shall have given written notice to the Company of the Participant’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice.

(c)“Change in Control” for the purposes of this Agreement shall mean: (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully-diluted basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or (iii) the merger, consolidation, reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power

of the outstanding securities of the Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in an entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company.

For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).

(d)    “Cause” for purposes of this Agreement shall mean: (A) the Participant’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the person or persons to whom the Participant reports or the Board that are within the Participant’s control and consistent with the Participant’s status with the Company or its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the Participant’s illness, injury or Disability) for a period of 10 days following written notice by the Company or its Subsidiary to the Participant of such failure, (B) fraud or material dishonesty in the performance of the Participant’s duties hereunder, (C) an act or acts on the Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or similar act under non-U.S. law for the non-U.S. Participants, (y) a misdemeanor involving moral turpitude or (z) a material violation of the securities laws of the United States or any state thereof or similar act under non-U.S. law for the non-U.S. Participants, (D) an indictment of the Participant for a felony under the laws of the United States or any state thereof or similar act under non-U.S. law for the non-U.S. Participants, (E) the Participant’s willful misconduct or gross negligence in connection with the Participant’s duties which could reasonably be expected to be injurious in any material respect to the financial condition or business reputation of the Company as determined in good faith by the Board or the Company, to the extent the Participant does not report to the Board, (F) the Participant’s material breach of the Company’s Code of Conduct or any other code of conduct in effect from time to time to the extent applicable to the Participant, and which breach could reasonably be expected to have a material adverse effect on the Company as determined in good faith by the Board or the Company, to the extent the Participant does not report to the Board, or (G) the Participant’s breach of the Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement (or any similar agreement the Participant received from the Company) (the “Post-Employment Restriction Agreement”) which breach has an adverse effect on the Company or its Subsidiaries.

6.Effect of Termination of Employment. Except as provided in this Section 6 and in Section 5 above or as otherwise may be determined by the Committee, if the Participant ceases to be an employee of the Company or any of its Subsidiaries, the following actions shall occur:

(a)Termination for Cause; Resignation. If the Participant’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below) or the Participant resigns for any reason, including as a result of the Participant’s retirement, any RSUs that are not vested pursuant to Section 2 above as of the date of the Participant’s termination of employment shall be immediately forfeited.

(b)Involuntary Termination/Disability/Death. If the Participant’s employment with the Company or any of its Subsidiaries is terminated without Cause or is terminated due to death or Disability (as defined below), then that portion of the unvested RSUs that would vest during the 12-month period following the date of such termination shall vest on the date of termination.

(c)“Disability” for purposes of this Agreement shall mean that the Participant becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform his or

her duties. Any question as to the existence of the Disability of the Participant for purposes of this Agreement shall be determined in writing by a qualified independent physician selected by the Company. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the Agreement.

(d)For purposes of this Agreement, the Participant shall cease to be continuously employed (whether or not later found to be invalid or in breach of any local employment law in the country where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any) as of the date that the Participant is no longer actively providing services and will not be continuously employed for purposes of the Plan through any notice period mandated under an employment law or practice in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits (e.g., continuous employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdictions where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer continuously employed for purposes of the RSU award, and if the Participant is a U.S. taxpayer, such determination shall be made in accordance with Code Section 409A.

7.Forfeiture and Repayment Provisions.

(a)Failure to properly execute the Agreement (and each other document required to be executed by the Participant in connection with the Participant’s receipt of the RSUs) in a timely manner following the Grant Date may result in the forfeiture of the RSUs, as determined in the sole discretion of the Company.

(b)The right to vest in the RSUs shall be conditional upon the fact that the Participant has read and understood the forfeiture and repayment provisions set forth in this Section 7, that the Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement.

(c)The Company is authorized to suspend or terminate this RSU award prior to or after termination of employment if the Company reasonably determines that:

(i)The Participant engaged in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement.

(ii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company; or

(iii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant was aware of and failed to report, as required by any code of ethics of the Company applicable to the Participant or by the Code of Conduct or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company.

(d)If, at any time after the RSUs have vested or have been settled, in whole or in part, the Company reasonably determines that any of the actions or inactions contemplated under Sections 7(c)(i) through 7(c)(iii) have occurred, then any gain (without regard to tax effects) realized by the Participant from such vesting shall be paid by the Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant to the extent of the amounts the Participant owes the Company under this Section 7(d).

8.Miscellaneous.

(a)Issuance of Shares. Upon any vesting of the RSUs, and subject to the payment of any Tax-Related Items (as defined under Section 8(d) below), the Company shall deliver the Shares in book entry form at the times specified in Section 3 above. The Shares acquired shall be registered in the name of the Participant, the Participant’s transferee, or if the Participant so requests, in writing at the time of vesting, jointly in the name of the Participant and another person with rights of survivorship. If the Participant dies, the Shares acquired shall be registered in the name of the person entitled to receive the Shares in accordance with the Plan.

(b)Rights as Shareholder. RSUs are not actual Shares, but rather, represent a right to receive Shares according to the terms and conditions set forth herein and the terms of the Plan. Accordingly, the issuance of an RSU shall not entitle the Participant to any of the rights or benefits generally accorded to stockholders unless and until a Share is actually issued under Section 8(a) hereof.

(c)Adjustments to Award.

(i)In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the RSUs, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, the terms of this RSU award (including, without limitation, the number and kind of Shares subject to this RSU award) shall be adjusted as set forth in Section 4(c) of the Plan.

(ii)Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of this RSU award (including, without limitation, the number and kind of Shares subject to this RSU award) by taking any of the actions permitted under this Agreement and in accordance with Section 4(c) of the Plan.

(d)Responsibility for Taxes.

(i)Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(ii)In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting/settlement of the RSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the

RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

(iii)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(iv)Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e)Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the Participant’s request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(f)Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(i)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(ii)the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past;

(iii)all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;

(iv)the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship (if any) at any time;

(v)the Participant is voluntarily participating in the Plan;

(vi)the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(vii)unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary of the Company;

(viii)the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(ix)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(x)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of the

Participant’s employment or service agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even it otherwise applicable to the Participant’s employment benefits from the Employer), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(xi)the following provisions apply only to the Participants providing services outside the United States, as determined by the Company:

(A)the RSUs and the Shares subject to the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment or service contract, if any;

(B)the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary; and

(C)the RSU grant and the Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary.

(g)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(h)Data Privacy.

(i)The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(ii)The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

(iii)The Participant understands that Data will be transferred to E*Trade Financial Services, or such other stock plan service provider as may be selected by the Company in the future or other stock plan service provider that is selected by the Participant to the extent permitted by the Company in its sole discretion, in each case, that is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the

Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. If the Participant resides outside the United States, the Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, E*Trade Financial Services and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. If the Participant resides outside the United States, the Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent or if the Participant later seeks to revoke his or her consent, his or her status as an employee and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company would not be able to grant RSUs or other equity awards or administer or maintain such Awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

(i)Reservation of Shares. The Company shall at all times during the term of the RSU award reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(j)Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(k)Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(l)Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(m)Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(n)Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from

time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(o)Notices. The Participant should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

EVP, General Counsel & Secretary

2828 North Harwood Street, 15^th Floor

Dallas, TX 75201

(p)Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 8(c) above, this Section 8(p) hereof and Section 7 of the Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made without the Participant’s consent, if such action would materially diminish any of the Participant’s rights under this Agreement. The Company reserves the right to impose other requirements on the RSUs and the Shares acquired upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable under the laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan.

(q)Entire Agreement. This Agreement, including the Appendix, and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

(r)Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as

to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(s)Participant Undertaking. The Participant agrees to take such additional action and execute such additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Participant or upon this RSU award pursuant to the provisions of this Agreement.

(t)Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(u)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(v)Language. If the Participant has received this Agreement, or any other document related to the RSU award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(w)Appendix. The RSU award shall be subject to any special provisions set forth in the Appendix for the Participant’s country of residence, if any. If the Participant relocates to one of the countries included in the Appendix during the life of the RSU award, the special provisions for such country shall apply to the Participant, to the extent the Company determines that the application of such provisions is necessary or advisable under the laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(x)Waiver. The Participant acknowledges that a waiver by the Company of any provision of this Agreement or of a breach by the Participant shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Participant.

(y)Insider Trading Restrictions/Market Abuse Laws. Depending upon his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  The Participant is responsible for complying with any applicable restrictions and is advised to speak with his or her personal legal advisor on this matter.

(z)Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is the Participant's responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.

(aa)No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and the Participant or any other person.

(ab)Section 409A Provisions. The payment of Shares under this Agreement are intended to be exempt from the application of Section 409A of the Code, as amended (“Section 409A”) by reason of the short-term deferral exemption set forth in Treasury Regulation §1.409A-1(b)(4). Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred compensation” to the Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to the Participant under the Plan or this Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the definition of a change in ownership or control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise (including, but not limited to, a payment made pursuant to an involuntary separation arrangement that is exempt from Section 409A under the “short-term deferral” exception). Any payment or distribution that constitutes deferred compensation subject to Code Section 409A and that otherwise would be made to a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service instead shall be made on the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement on the date set forth in the first paragraph.

MONEYGRAM INTERNATIONAL, INC.

By:______________________

PARTICIPANT

EX-10.2

Exhibit 10.2

MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS INCENTIVE PLAN

GLOBAL performance-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

This GLOBAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”). The grant date of this award is ______________ (the “Grant Date”).

1. Award.

The Company hereby grants to the Participant a performance-based Restricted Stock Unit (a “Unit”) award covering ______________ shares (the “Shares”) of Common Stock, $.01 par value per share, of the Company according to the terms and conditions as provided in this Agreement, including any country-specific appendix thereto (the “Appendix”), and in the Company’s 2005 Omnibus Incentive Plan (the “Plan”). Each Unit represents the right to receive one Share, subject to the vesting requirements of this Agreement and the terms of the Plan. The Units are granted under Section 6(c) and 6(d) of the Plan. The Units are subject to appropriate adjustment as may be determined by the Committee from time to time in accordance with Section 8(c) of this Agreement. A copy of the Plan will be furnished upon request of the Participant. Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

The Units granted under this Agreement to “covered employees” (within the meaning of Code Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder) are intended to qualify as “qualified performance-based compensation” as described in Code Section 162(m)(4)(C) (“Qualified Performance-Based Compensation”).

2. Vesting.

(a)Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Section 3) are attained, as determined accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates (specified in the attached Schedule A, Section 6). The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to the quotient of (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goal in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates.

(b)As soon as reasonably practicable after the completion of the Performance Period, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified

level of attainment of the Performance Goal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustment to the Performance Goal as the Committee in its sole discretion deems appropriate.

(c)The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company.

(d)To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) may be adjusted by the Company in its sole discretion.

(e)For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(f)In the event the Participant would otherwise become vested in a fractional portion of a Unit (a “Fractional Unit”) based on the vesting terms set forth in Section 2(a), the Fractional Unit shall instead remain unvested until the final Vesting Date; provided, however, that if the Participant would otherwise vest in a subsequent Fractional Units prior to the final Vesting Date for the Units and such Fractional Units taken together with a previous Fractional Unit that remained unvested would equal a whole Unit, then such Fractional Unit shall vest.  Upon the final Vesting Date, the value of any remaining Fractional Units shall be rounded up to the nearest whole Unit.

3.Settlement of Units. Any Units that vest shall be paid to the Participant solely in whole Shares on, or as soon as practicable after, the date the Units vest in accordance with Section 2 above (or, if sooner, Sections 5 or 6 below), but in any event, no later than March 15 of the calendar year following the calendar year of vesting.

4.Restrictions on Transfer.

(a)Except as otherwise provided by the Plan or by the Committee, the Units shall not be transferable other than by will or by the laws of descent and distribution. The Units may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Units shall be void and unenforceable against the Company or any Subsidiaries.

(b)None of the Shares acquired pursuant to the Unit award shall be assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the United States Securities Act of 1933, as amended).

5.Effect of Involuntary Termination Following Change in Control. Notwithstanding the vesting provisions contained in Section 2 above or 6 below, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below) the following provisions shall apply:

(a)Notwithstanding the other provisions of this Section 5, if the Units are assumed or otherwise replaced in connection with a Change in Control and the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined in Section 5(d) below) or the Participant terminates his or her employment for Good Reason (as such term is defined in Section 5(b) below) in each case within 12 months following the occurrence of such Change in Control (as such term is defined in Section 5(c) below) but prior to a Vesting Date, then the Units will immediately vest (i) if the

termination occurs on or prior to the last day of the Performance Period, with respect to a number of Units that is the number of Target Units specified in the attached Schedule A, Section 1, and (ii) if the termination occurs following the last day of the Performance Period but prior to a Vesting Date, with respect to the number of Units that are subject to any unvested installments for any subsequent Vesting Dates.

(b)“Good Reason” for purposes of this Agreement shall mean: (i) a material reduction in the Participant’s position or responsibilities from the Participant’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith; (ii) a material reduction in the Participant’s base salary or target bonus opportunity, if any, as in effect immediately prior to such Change in Control, except in connection with an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company, or (iii) the reassignment, without the Participant’s consent, of the Participant’s place of work to a location more than 50 miles from the Participant’s place of work immediately prior to the Change in Control; provided that none of the events described in clauses (i), (ii) and (iii) shall constitute Good Reason hereunder unless (x) the Participant shall have given written notice to the Company of the Participant’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice.

(c)“Change in Control” for the purposes of this Agreement shall mean: (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully-diluted basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or (iii) the merger, consolidation, reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in an entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company.

For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).

(d)“Cause” for purposes of this Agreement shall mean: (A) the Participant’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the person or persons to whom the Participant reports or the Board that are within the Participant’s control and consistent with the Participant’s status with the Company or its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the Participant’s illness, injury or Disability) for a period of 10 days following written notice by the Company or its Subsidiary to the Participant of such failure, (B) fraud or material dishonesty in the performance of the Participant’s duties hereunder, (C) an act or acts on the Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or similar act under non-U.S. law for the non-U.S. Participants, (y) a misdemeanor involving moral turpitude or (z) a material violation of the securities laws of the United States or any state thereof or similar act

under non-U.S. law for the non-U.S. Participants, (D) an indictment of the Participant for a felony under the laws of the United States or any state thereof or similar act under non-U.S. law for the non-U.S. Participants, (E) the Participant’s willful misconduct or gross negligence in connection with the Participant’s duties which could reasonably be expected to be injurious in any material respect to the financial condition or business reputation of the Company as determined in good faith by the Board or the Company, to the extent the Participant does not report to the Board, (F) the Participant’s material breach of the Company’s Code of Conduct or any other code of conduct in effect from time to time to the extent applicable to the Participant, and which breach could reasonably be expected to have a material adverse effect on the Company as determined in good faith by the Board or the Company, to the extent the Participant does not report to the Board, or (G) the Participant’s breach of the Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement (or any similar agreement the Participant received from the Company) (the “Post-Employment Restriction Agreement”) which breach has an adverse effect on the Company or its Subsidiaries.

6. Effect of Termination of Employment. Except as provided in this Section 6 and in Section 5 above or as otherwise may be determined by the Committee, if the Participant ceases to be an employee of the Company or any of its Subsidiaries, the following actions shall occur:

(a)Termination for Cause; Resignation. If the Participant’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined above) or the Participant resigns for any reason, including as a result of the Participant’s retirement, any Units that are not vested pursuant to Section 2 above as of the date of the Participant’s termination of employment shall be immediately forfeited.

(b)Involuntary Termination/ Disability/Death Prior to Mid-Point of Performance Period. If the Participant’s employment with the Company or any of its Subsidiaries is terminated without Cause or due to death or Disability (as defined below) prior to the completion of the first six months of the Performance Period, the Units that are not vested pursuant to Section 2 above as of the date of the Participant’s termination of employment shall immediately be forfeited.

(c)Involuntary Termination/ Disability/Death Following Mid-Point of the Performance Period. If the Participant’s employment with the Company or any of its Subsidiaries is terminated without Cause or due to death or Disability after the completion of the first six months of the Performance Period and prior to a Vesting Date, the Units subject to the installment for the next subsequent Vesting Date that are not vested pursuant to Section 2 as of the date of the Participant’s termination of employment shall vest on the date of termination. The Units subject to an installment for any remaining Vesting Dates that are not vested as of the date of the Participant’s termination of employment after giving effect to the immediately foregoing sentence shall be automatically forfeited as of the date of the Participant’s termination of employment.

(d) “Disability” for purposes of this Agreement shall mean that the Participant becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform his or her duties. Any question as to the existence of the Disability of the Participant for purposes of this Agreement shall be determined in writing by a qualified independent physician selected by the Company. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the Agreement.

(e)For purposes of this Agreement, the Participant shall cease to be continuously employed (whether or not later found to be invalid or in breach of any local employment law in the country where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any) as of the date that the Participant is no longer actively providing services and will not be employed for purposes of the Plan through any notice period mandated under an employment law or practice in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits (e.g., continuous employment would not include any contractual

notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdictions where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer continuously employed for purposes of the Unit award, and if the Participant is a U.S. taxpayer, such determination shall be made in accordance with Code Section 409A.

7.Forfeiture and Repayment Provisions.

(a)Failure to properly execute the Agreement (and each other document required to be executed by the Participant in connection with the Participant’s receipt of the Units) in a timely manner following the Grant Date may result in the forfeiture of the Units, as determined in the sole discretion of the Company.

(b)The right to vest in the Units shall be conditional upon the fact that the Participant has read and understood the forfeiture and repayment provisions set forth in this Section 7, that the Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement.

(c)The Company is authorized to suspend or terminate this Unit award prior to or after termination of employment if the Company reasonably determines that:

(i)The Participant engaged in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement.

(ii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company; or

(iii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant was aware of and failed to report, as required by any code of ethics of the Company applicable to the Participant or by the Code of Conduct or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company.

(d)If, at any time after the Units have vested or have been settled, in whole or in part, the Company reasonably determines that any of the actions or inactions contemplated under Sections 7(c)(i) through 7(c)(iii) have occurred, then any gain (without regard to tax effects) realized by the Participant from such vesting shall be paid by the Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant to the extent of the amounts the Participant owes the Company under this Section 7(d).

8.Miscellaneous.

(a)Issuance of Shares. Upon any vesting of the Units, and subject to the payment of any Tax-Related Items (as defined under Section 8(d) below), the Company shall deliver the Shares in book entry form at the times specified in Section 3 above. The Shares acquired shall be registered in the name of the Participant, the Participant’s transferee, or if the Participant so requests, in writing at the time of vesting, jointly in the name of the Participant and another person with rights of survivorship. If the Participant dies, the Shares acquired shall be registered in the name of the person entitled to receive the Shares in accordance with the Plan.

(b)Rights as Shareholder. Units are not actual Shares, but rather, represent a right to receive Shares according to the terms and conditions set forth herein and the terms of the Plan. Accordingly, the issuance of a Unit shall not entitle the Participant to any of the rights or benefits generally accorded to stockholders unless and until a Share is actually issued under Section 8(a) hereof.

(c)Adjustments to Award.

(i)In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Units, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, the terms of this Unit award (including, without limitation, the number and kind of Shares subject to this Unit award) shall be adjusted as set forth in Section 4(c) of the Plan.

(ii)Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of this Unit award (including, without limitation, the number and kind of Shares subject to this Unit award) by taking any of the actions permitted under this Agreement and in accordance with Section 4(c) of the Plan.

(d)Responsibility for Taxes.

(i)Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(ii)In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting/settlement of the Units. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Units, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the Units as the Company determines to be appropriate, to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

(iii)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(iv)Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously

described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e)Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the Participant’s request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(f)Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(i)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(ii)the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of units, or benefits in lieu of units, even if units have been granted repeatedly in the past;

(iii)all decisions with respect to future Unit grants, if any, will be at the sole discretion of the Company;

(iv)the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship (if any) at any time;

(v)the Participant is voluntarily participating in the Plan;

(vi)the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;

(vii)unless otherwise agreed with the Company, the Units and the Shares subject to the Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary of the Company;

(viii)the Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(ix)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(x)no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the Participant’s termination of employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of the Participant’s employment or service agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even it otherwise applicable to the Participant’s employment benefits from the Employer), and in consideration of the grant of the Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(xi)the following provisions apply only to the Participants providing services outside the United States, as determined by the Company:

(A)the Units and the Shares subject to the Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment or service contract, if any;

(B)the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary; and

(C)the Unit grant and the Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary.

(g)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(h)Data Privacy.

(i)The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(ii)The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

(iii)The Participant understands that Data will be transferred to E*Trade Financial Services, or such other stock plan service provider as may be selected by the Company in the future or other stock plan service provider that is selected by the Participant to the extent permitted by the Company in its sole discretion, in each case, that is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. If the Participant resides outside the United States, the Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, E*Trade Financial Services and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. If the Participant resides outside the United States, the Participant understands that he or she may, at any

time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent or if the Participant later seeks to revoke his or her consent, his or her status as an employee and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company would not be able to grant Units or other equity awards or administer or maintain such Awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

(i)Reservation of Shares. The Company shall at all times during the term of the Unit award reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(j)Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(k)Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(l)Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(m)Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(n)Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered

upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(o)Notices. The Participant should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

EVP, General Counsel & Secretary

2828 North Harwood Street, 15^th Floor

Dallas, TX 75201

(p)Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 8(c) above, this Section 8(p) hereof and Section 7 of the Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made without the Participant’s consent, if such action would materially diminish any of the Participant’s rights under this Agreement. The Company reserves the right to impose other requirements on the Units and the Shares acquired upon vesting of the Units, to the extent the Company determines it is necessary or advisable under the laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan.

(q)Entire Agreement. This Agreement, including the Appendix, and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

(r)Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(s)Participant Undertaking. The Participant agrees to take such additional action and execute such additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Participant or upon this Unit award pursuant to the provisions of this Agreement.

(t)Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(u)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan

through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(v)Language. If the Participant has received this Agreement, or any other document related to the Unit award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(w)Appendix. The Unit award shall be subject to any special provisions set forth in the Appendix for the Participant’s country of residence, if any. If the Participant relocates to one of the countries included in the Appendix during the life of the Unit award, the special provisions for such country shall apply to the Participant, to the extent the Company determines that the application of such provisions is necessary or advisable under the laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(x)Waiver. The Participant acknowledges that a waiver by the Company of any provision of this Agreement or of a breach by the Participant shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Participant.

(y)Insider Trading Restrictions/Market Abuse Laws. Depending upon his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  The Participant is responsible for complying with any applicable restrictions and is advised to speak with his or her personal legal advisor on this matter.

(z)Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is the Participant's responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.

(aa)No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and the Participant or any other person.

(ab)Section 409A Provisions. The payment of Shares under this Agreement are intended to be exempt from the application of Section 409A of the Code, as amended (“Section 409A”) by reason of the short-term deferral exemption set forth in Treasury Regulation §1.409A-1(b)(4). Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred compensation” to the Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to the Participant under the Plan or this Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the definition of a change in ownership or control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable final regulations, or (ii) the payment or distribution of such amount or benefit

would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise (including, but not limited to, a payment made pursuant to an involuntary separation arrangement that is exempt from Section 409A under the “short-term deferral” exception). Any payment or distribution that constitutes deferred compensation subject to Code Section 409A and that otherwise would be made to a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service instead shall be made on the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement on the date set forth in the first paragraph.

MONEYGRAM INTERNATIONAL, INC.

By:______________________

PARTICIPANT

By:______________________

SCHEDULE A

1.Target Number of Restricted Stock Units (“Target Units”):

The actual number of Units that are eligible to vest in accordance with Section 2 of the Agreement shall be based on the attainment level of the Performance Goals, in accordance with the following formula:

[ ]

2.Performance Period: [ ]

3.Performance Goals: [ ]

[Attainment between the Threshold and Target Performance Goals (for each Performance Goal) shall be subject to straight-line interpolation.]

4.Performance Goal Adjustments: None anticipated.

5.Performance Criteria: [ ]

6.Vesting Dates (assuming Performance Goals are attained): [ ]

EX-10.3

Exhibit 10.3

MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS INCENTIVE PLAN

GLOBAL Time-Based RESTRICTED STOCK UNIT

AWARD AGREEMENT

This GLOBAL Time-Based RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Pamela H. Patsley (the “Participant”). The grant date of this award is February 25, 2015 (the “Grant Date”).

1. Award.

The Company hereby grants to the Participant a time-based Restricted Stock Unit (an “RSU”) award covering 323,051 shares (the “Shares”) of Common Stock, $.01 par value per share, of the Company according to the terms and conditions as provided in this Agreement, including any country-specific appendix thereto (the “Appendix”), and in the Company’s 2005 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one Share, subject to the vesting requirements of this Agreement and the terms of the Plan. The RSUs are granted under Section 6(c) and 6(d) of the Plan. The RSUs are subject to appropriate adjustment as may be determined by the Committee from time to time in accordance with Section 8(c) of this Agreement. A copy of the Plan will be furnished upon request of the Participant. Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

2. Vesting.

(a)Unless otherwise provided in this Agreement, the RSUs granted under this Agreement shall vest as follows, provided the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each anniversary (each a “Vesting Date”):

Vesting Date	Aggregate Percentage Vested
1st Anniversary of Grant Date		33.3	%
2nd Anniversary of Grant Date		33.3	%
3rd Anniversary of Grant Date		33.4	%

(b)The Participant shall have no rights to the Shares until the RSUs have vested. Prior to settlement, the RSUs represent an unfunded and unsecured obligation of the Company.

(c)For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(d)In the event the Participant would otherwise become vested in a fractional portion of an RSU (a “Fractional RSU”) based on the vesting terms set forth in Section 2(a), the Fractional RSU shall instead remain unvested until the final Vesting Date; provided, however, that if the Participant would otherwise vest in a subsequent Fractional RSU prior to the final Vesting Date for the RSUs and such Fractional RSU taken together with a previous Fractional RSU that remained unvested would equal a whole RSU, then such Fractional RSU shall vest.  Upon the final Vesting Date, the value of any remaining Fractional RSUs shall be rounded up to the nearest whole RSU.

3.Settlement of RSUs. Any RSUs that vest shall be paid to the Participant solely in whole Shares (i) on the date the RSUs vest in accordance with Section 2 above, including upon a vesting event arising pursuant to Section 6 hereof, or (ii) if sooner, on the date the RSUs vest pursuant to Section 5 below; provided, however, that if the Change in Control giving rise to the vesting acceleration event pursuant to Section 5 below is not a “change in control event” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively, “Code Section 409A”), then the RSUs that vest pursuant to Section 5 shall be paid instead in accordance with Section 3(i).

4.Restrictions on Transfer.

(a)Except as otherwise provided by the Plan or by the Committee, the RSUs shall not be transferable other than by will or by the laws of descent and distribution. The RSUs may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the RSUs shall be void and unenforceable against the Company or any Subsidiaries.

(b)None of the Shares acquired pursuant to the RSU award shall be assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the United States Securities Act of 1933, as amended).

5.Effect of Involuntary Termination Following Change in Control. Notwithstanding the vesting provisions contained in Section 2 above or 6 below, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below) the following provisions shall apply:

(a)Notwithstanding the other provisions of this Section 5, if the RSUs are assumed or otherwise replaced in connection with a Change in Control and the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined below) or the Participant terminates her employment for “Good Reason” (as such term is defined below) in each case within 12 months following the occurrence of such Change in Control but prior to a Vesting Date, then the unvested RSUs will automatically accelerate and become vested in full. The vesting acceleration benefits provided under this Section 5(a) are subject to the satisfaction of the conditions set forth in Section 6.6 of the Employment Agreement.

(b)For purposes of this Agreement, “Good Reason” shall mean, without the Participant’s consent, (i) any material reduction in the Participant’s position or responsibilities, excluding the failure to continue to serve as Executive Chairman of the Company or an isolated, insubstantial or inadvertent action not taken in bad faith; (ii) a material reduction of the Participant’s Base Salary, or Target Bonus (as these terms are defined in the Employment Agreement) opportunity then in effect, except in connection with an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company; or (iii) the reassignment of the Participant’s place of work to a location more than 50 miles from the Participant’s place of work on the Grant Date; provided that none of the events described in clauses (i), (ii) and (iii) shall constitute Good Reason hereunder unless (x) the Participant shall have given written notice to the Company of the Participant’s intent to terminate her employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice. Failing such cure, a termination of employment by the Participant for Good Reason shall be effective on the day following the expiration of such cure period.

Notwithstanding anything else to the contrary contained in this Agreement or the Employment Agreement, if the Company temporarily suspends the Participant from her duties but retains the Participant as an employee pending or during an investigation of whether an act or omission by the Participant constitutes Cause, and the Participant tenders her resignation based on Good Reason with respect to the suspension of duties within the required period for resigning for Good Reason, the

Company may delay treating such resignation as for Good Reason until the completion of the investigation and need not treat the resignation as based on Good Reason at such date if it can then establish Cause; provided, however, that the Participant shall retain her right to terminate employment for Good Reason based on other factors, if applicable.

(c)For purposes of this Agreement, “Change in Control” shall mean (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully-diluted basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or (iii) the merger, consolidation, reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in an entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company; and provided, further, that to the extent necessary to comply with Code Section 409A with respect to the payment of deferred compensation, “Change in Control” shall be limited to a “change in control event” within the meaning of Code Section 409A.

For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).

(d)For purposes of this Agreement, “Cause” shall mean a good faith finding by the Company’s Board of Directors (the “Board”) of: (A) the Participant’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the Board that are within the Participant’s control and consistent with the Participant’s status as a senior executive of the Company and her duties and responsibilities hereunder (except for a failure that is attributable to the Participant’s illness, injury or Disability) for a period of 10 days following written notice by the Company to the Participant of such failure; (B) fraud or material dishonesty in the performance of the Participant’s duties hereunder; (C) an act or acts on the Participant’s part constituting (x) a felony under the laws of the United States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material violation of federal or state securities laws; (D) an indictment of the Participant for a felony under the laws of the United States or any state thereof; (E) the Participant’s willful misconduct or gross negligence in connection with the Participant’s duties hereunder which is materially injurious to the financial condition or business reputation of the Company; (F) the Participant’s material breach of the Company’s Code of Conduct and Ethics or any other code of conduct in effect from time to time to the extent applicable to the Participant, and which breach has a material adverse effect on the Company; or (G) the Participant’s breach of the provisions of Sections 8.1, 8.2, 8.3 or 8.4 of the Employment Agreement which breach has a material adverse effect on the Company.

(e)For purposes of this Agreement, “Employment Agreement” shall mean the Employment Agreement dated March 27, 2013 by and among the Company and the Participant.

6.Effect of Termination of Employment. Except as provided in this Section 6 and in Section 5 above or as otherwise may be determined by the Committee, if the Participant ceases to be an employee of the Company or any of its Subsidiaries, the following actions shall occur:

(a)Termination for Cause; Resignation Without Good Reason. If the Participant’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below) or the Participant resigns other than for Good Reason, any RSUs that are not vested pursuant to Section 2 above as of the date of the Participant’s termination of employment shall be immediately forfeited.

(b)Involuntary Termination (in the absence of a Change in Control). If the Participant’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or by the Participant for Good Reason, then the unvested portion of the RSUs shall remain outstanding and eligible to vest following the date of termination as if such employment termination had not occurred, provided that if the Participant breaches her obligations pursuant to Section 8 of the Employment Agreement, such unvested portion shall be immediately forfeited without consideration.

(c)Death/Disability. Upon the termination of the Participant’s employment due to the Participant’s death or Disability (as defined below), then a pro-rated portion of the RSUs (determined by multiplying the total number of RSUs subject to the award by a fraction, the numerator of which is the number of days during the vesting period (i.e., the period commencing the Grant Date and ending on the third anniversary of the Grant Date) that the Participant is employed with the Company and the denominator of which is the total number of days in the vesting period) shall remain outstanding and eligible to vest following the termination of employment as if such employment termination had not occurred.

(d)For purposes of this Agreement, “Disability” shall mean a determination by a qualified independent physician mutually acceptable to the Participant and the Company that the Participant is unable to perform her duties under this Agreement and in all reasonable medical likelihood such inability will continue for a period of 120 consecutive days or 180 days in any 365 day period. The Participant shall fully cooperate in connection with the determination of whether Disability exists. If the Participant and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the Agreement.

(e)For purposes of this Agreement, the Participant shall cease to be continuously employed (whether or not later found to be invalid or in breach of any local employment law in the country where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any) as of the date that the Participant is no longer actively providing services and will not be continuously employed for purposes of the Plan through any notice period mandated under an employment law or practice in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits (e.g., continuous employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdictions where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer continuously employed for purposes of the RSU award, and if the Participant is a U.S. taxpayer, such determination shall be made in accordance with Code Section 409A.

(f)The continued vesting benefits provided in this Section 6 are subject to satisfaction of the conditions set forth in Section 6.6 of the Employment Agreement.

7.Forfeiture and Repayment Provisions.

(a)Failure to properly execute the Agreement (and each other document required to be executed by the Participant in connection with the Participant’s receipt of the RSUs) in a timely manner

following the Grant Date may result in the forfeiture of the RSUs, as determined in the sole discretion of the Company.

(b)The right to vest in the RSUs shall be conditional upon the fact that the Participant has read and understood the forfeiture and repayment provisions set forth in this Section 7, that the Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement.

(c)The Company is authorized to suspend or terminate this RSU award prior to or after termination of employment if the Company reasonably determines that:

(i)The Participant engaged in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement.

(ii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company; or

(iii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant was aware of and failed to report, as required by any code of ethics of the Company applicable to the Participant or by the Code of Conduct or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company.

(d)If, at any time after the RSUs have vested or have been settled, in whole or in part, the Company reasonably determines that any of the actions or inactions contemplated under Sections 7(c)(i) through 7(c)(iii) have occurred, then any gain (without regard to tax effects) realized by the Participant from such vesting shall be paid by the Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant to the extent of the amounts the Participant owes the Company under this Section 7(d).

8.Miscellaneous.

(a)Issuance of Shares. Upon any vesting of the RSUs, and subject to the payment of any Tax-Related Items (as defined under Section 8(d) below), the Company shall deliver the Shares in book entry form at the times specified in Section 3 above. The Shares acquired shall be registered in the name of the Participant, the Participant’s transferee, or if the Participant so requests, in writing at the time of vesting, jointly in the name of the Participant and another person with rights of survivorship. If the Participant dies, the Shares acquired shall be registered in the name of the person entitled to receive the Shares in accordance with the Plan.

(b)Rights as Shareholder. RSUs are not actual Shares, but rather, represent a right to receive Shares according to the terms and conditions set forth herein and the terms of the Plan. Accordingly, the issuance of an RSU shall not entitle the Participant to any of the rights or benefits generally accorded to stockholders unless and until a Share is actually issued under Section 8(a) hereof.

(c)Adjustments to Award.

(i)In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the RSUs, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, the terms of this RSU award

(including, without limitation, the number and kind of Shares subject to this RSU award) shall be adjusted as set forth in Section 4(c) of the Plan.

(ii)Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of this RSU award (including, without limitation, the number and kind of Shares subject to this RSU award) by taking any of the actions permitted under this Agreement and in accordance with Section 4(c) of the Plan.

(d)Responsibility for Taxes.

(i)Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(ii)In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting/settlement of the RSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

(iii)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(iv)Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e)Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the Participant’s request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be

determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(f)Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(i)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(ii)the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past;

(iii)all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;

(iv)the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship (if any) at any time;

(v)the Participant is voluntarily participating in the Plan;

(vi)the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(vii)unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary of the Company;

(viii)the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(ix)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(x)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of the Participant’s employment or service agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even it otherwise applicable to the Participant’s employment benefits from the Employer), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

(g)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with her own personal tax, legal and financial advisors regarding her participation in the Plan before taking any action related to the Plan.

(h)Data Privacy.

(i)The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(ii)The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

(iii)The Participant understands that Data will be transferred to E*Trade Financial Services, or such other stock plan service provider as may be selected by the Company in the future or other stock plan service provider that is selected by the Participant to the extent permitted by the Company in its sole discretion, in each case, that is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. If the Participant resides outside the United States, the Participant understands that she may request a list with the names and addresses of any potential recipients of the Data by contacting her local human resources representative. The Participant authorizes the Company, E*Trade Financial Services and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. If the Participant resides outside the United States, the Participant understands that she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing her local human resources representative. Further, the Participant understands that she is providing the consents herein on a purely voluntary basis. If the Participant does not consent or if the Participant later seeks to revoke her consent, her status as an employee and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing her consent is that the Company would not be able to grant RSUs or other equity awards or administer or maintain such Awards. Therefore, the Participant understands that refusing or withdrawing her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that she may contact her local human resources representative.

(i)Reservation of Shares. The Company shall at all times during the term of the RSU award reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(j)Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(k)Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(l)Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(m)Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(n)Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(o)Notices. The Participant should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

EVP, General Counsel & Secretary

2828 North Harwood Street, 15^th Floor

Dallas, TX 75201

(p)Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 8(c) above, this Section 8(p) hereof and Section 7 of the Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made without the Participant’s consent, if such action would materially diminish any of the Participant’s rights under this Agreement. The Company reserves the right to impose other requirements on the RSUs and the Shares acquired upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable under the laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan.

(q)Entire Agreement. This Agreement, including the Appendix, and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

(r)Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(s)Participant Undertaking. The Participant agrees to take such additional action and execute such additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Participant or upon this RSU award pursuant to the provisions of this Agreement.

(t)Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(u)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(v)Waiver. The Participant acknowledges that a waiver by the Company of any provision of this Agreement or of a breach by the Participant shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Participant.

(w)No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and the Participant or any other person.

(x)Section 409A Provisions. This Agreement is intended to comply with Code Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that the payment of RSUs hereunder that constitutes “deferred compensation” to the Participant under Code Section 409A is otherwise payable to the Participant under the Plan or this Agreement solely by reason of the Participant’s termination of employment, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that the circumstances giving rise to such termination of employment meet the definition of a “separation from service,” within the meaning of Code Section 409A. If the payment of RSUs constitutes deferred compensation subject to Code Section 409A, is made on account of a separation from service and the Participant is a specified employee as defined in Section 409A(a)(2)(B) of the Code at the time of such separation from service, the RSUs shall be paid instead on the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement on the date set forth in the first paragraph.

MONEYGRAM INTERNATIONAL, INC.

By:______________________

PAMELA H. PATSLEY

By:______________________

EX-10.4

Exhibit 10.4

MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS INCENTIVE PLAN

GLOBAL performance-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

This GLOBAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Pamela H. Patsley (the “Participant”). The grant date of this award is February 25, 2015 (the “Grant Date”).

1. Award.

The Company hereby grants to the Participant a performance-based Restricted Stock Unit (a “Unit”) award covering 323,051 shares (the “Shares”) of Common Stock, $.01 par value per share, of the Company according to the terms and conditions as provided in this Agreement, including any country-specific appendix thereto (the “Appendix”), and in the Company’s 2005 Omnibus Incentive Plan (the “Plan”). Each Unit represents the right to receive one Share, subject to the vesting requirements of this Agreement and the terms of the Plan. The Units are granted under Section 6(c) and 6(d) of the Plan. The Units are subject to appropriate adjustment as may be determined by the Committee from time to time in accordance with Section 8(c) of this Agreement. A copy of the Plan will be furnished upon request of the Participant. Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

The Units granted under this Agreement to “covered employees” (within the meaning of Code Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder) are intended to qualify as “qualified performance-based compensation” as described in Code Section 162(m)(4)(C) (“Qualified Performance-Based Compensation”).

2. Vesting.

(a)Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Section 3) are attained, as determined accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates (specified in the attached Schedule A, Section 6). The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to the quotient of (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goal in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates.

(b)As soon as reasonably practicable after the completion of the Performance Period, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised of “outside

directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustment to the Performance Goal as the Committee in its sole discretion deems appropriate.

(c)The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company.

(d)For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(e)In the event the Participant would otherwise become vested in a fractional portion of a Unit (a “Fractional Unit”) based on the vesting terms set forth in Section 2(a), the Fractional Unit shall instead remain unvested until the final Vesting Date; provided, however, that if the Participant would otherwise vest in a subsequent Fractional Unit prior to the final Vesting Date for the Units, and such Fractional Unit taken together with a previous Fractional Unit that remained unvested would equal a whole Unit, then such Fractional Unit shall vest.  Upon the final Vesting Date, the value of any remaining Fractional Units shall be rounded up to the nearest whole Unit.

3.Settlement of Units. Any Units that vest shall be paid to the Participant solely in whole Shares (i) on the date the Units vest in accordance with Section 2 above, including upon a vesting event arising pursuant to Section 6 hereof, or (ii) if sooner, on the date the RSUs vest pursuant to Section 5 below; provided, however, that if the Change in Control giving rise to the vesting acceleration event pursuant to Section 5 below is not a “change in control event” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively, “Code Section 409A”), then the Units that vest pursuant to Section 5 shall be paid instead in accordance with Section 3(i).

4.Restrictions on Transfer.

(a)Except as otherwise provided by the Plan or by the Committee, the Units shall not be transferable other than by will or by the laws of descent and distribution. The Units may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Units shall be void and unenforceable against the Company or any Subsidiaries.

(b)None of the Shares acquired pursuant to the Unit award shall be assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the United States Securities Act of 1933, as amended).

5.Effect of Involuntary Termination Following Change in Control. Notwithstanding the vesting provisions contained in Section 2 above or 6 below, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below), the following provisions shall apply:

(a)Notwithstanding the other provisions of this Section 5, if the Units are assumed or otherwise replaced in connection with a Change in Control and the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined below) or the Participant terminates her employment for “Good Reason” (as such term is defined below) in each case within 12 months

following the occurrence of such Change in Control but prior to a Vesting Date, then the Units will immediately vest (i) if the termination occurs on or prior to the last day of the Performance Period, with respect to the number of Target Units specified in the attached Schedule A, Section 1, and (ii) if the termination occurs following the last day of the Performance Period but prior to a Vesting Date, with respect to the number of Units that are subject to any unvested installments for any subsequent Vesting Dates. The vesting acceleration benefits provided in this Section 5(a) are subject to satisfaction of the conditions set forth in Section 6.6 of the Employment Agreement.

(b)For purposes of this Agreement, “Good Reason” shall mean, without the Participant’s consent, (i) any material reduction in the Participant’s position or responsibilities, excluding the failure to continue to serve as Executive Chairman of the Company or an isolated, insubstantial or inadvertent action not taken in bad faith; (ii) a material reduction of the Participant’s Base Salary, or Target Bonus (as these terms are defined in the Employment Agreement) opportunity then in effect, except in connection with an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company; or (iii) the reassignment of the Participant’s place of work to a location more than 50 miles from the Participant’s place of work on the Grant Date; provided that none of the events described in clauses (i), (ii) and (iii) shall constitute Good Reason hereunder unless (x) the Participant shall have given written notice to the Company of the Participant’s intent to terminate her employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice. Failing such cure, a termination of employment by the Participant for Good Reason shall be effective on the day following the expiration of such cure period.

Notwithstanding anything else to the contrary contained in this Agreement or the Employment Agreement, if the Company temporarily suspends the Participant from her duties but retains the Participant as an employee pending or during an investigation of whether an act or omission by the Participant constitutes Cause, and the Participant tenders her resignation based on Good Reason with respect to the suspension of duties within the required period for resigning for Good Reason, the Company may delay treating such resignation as for Good Reason until the completion of the investigation and need not treat the resignation as based on Good Reason at such date if it can then establish Cause; provided, however, that the Participant shall retain her right to terminate employment for Good Reason based on other factors, if applicable.

(c)For purposes of this Agreement, notwithstanding the definition of Change in Control in any other agreement or plan that may be applicable to the Participant, “Change in Control” shall mean (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully-diluted basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or (iii) the merger, consolidation reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in an entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company; and provided, further, that to the extent necessary to comply

with Code Section 409A with respect to the payment of deferred compensation, “Change in Control” shall be limited to a “change in control event” within the meaning of Code Section 409A.

For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).

(d)For purposes of this Agreement, “Cause” shall mean a good faith finding by the Board of: (A) the Participant’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the Board that are within the Participant’s control and consistent with the Participant’s status as a senior executive of the Company and her duties and responsibilities hereunder (except for a failure that is attributable to the Participant’s illness, injury or Disability) for a period of 10 days following written notice by the Company to the Participant of such failure; (B) fraud or material dishonesty in the performance of the Participant’s duties hereunder; (C) an act or acts on the Participant’s part constituting (x) a felony under the laws of the United States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material violation of federal or state securities laws; (D) an indictment of the Participant for a felony under the laws of the United States or any state thereof; (E) the Participant’s willful misconduct or gross negligence in connection with the Participant’s duties hereunder which is materially injurious to the financial condition or business reputation of the Company; (F) the Participant’s material breach of the Company’s Code of Conduct and Ethics or any other code of conduct in effect from time to time to the extent applicable to the Participant, and which breach has a material adverse effect on the Company; or (G) the Participant’s breach of the provisions of Sections 8.1, 8.2, 8.3 or 8.4 of the Employment Agreement which breach has a material adverse effect on the Company.

(e)For purposes of this Agreement, “Employment Agreement” shall mean the Employment Agreement dated March 27, 2013 by and among the Company and the Participant.

6.Effect of Termination of Employment. Except as provided in this Section 6 and in Section 5 above or as otherwise may be determined by the Committee, if the Participant ceases to be an employee of the Company or any of its Subsidiaries, the following actions shall occur:

(a)Termination for Cause; Resignation Without Good Reason. If the Participant’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined above) or the Participant resigns other than for Good Reason, any Units that are not vested pursuant to Section 2 above as of the date of the Participant’s termination of employment shall be immediately forfeited.

(b)Involuntary Termination (in the absence of a Change in Control). If the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause or by the Participant for Good Reason prior to the Vesting Date, the Units that are not vested pursuant to Section 2 above as of the date of the Participant’s termination of employment shall remain outstanding and continue to be eligible to vest following the date of termination based on the actual level of attainment of the Performance Goal with respect to the entire Performance Period as if such employment termination had not occurred, provided that if the Participant breaches her obligations pursuant to Section 8 of the Employment Agreement, such unvested Units shall be immediately forfeited without consideration.

(c)Death/Disability. Upon the termination of the Participant’s employment with the Company or any of its Subsidiaries is terminated due to the Participant’s death or Disability (as defined below) prior to the Vesting Date, the Units that are not vested pursuant to Section 2 as of the date of the Participant’s termination of employment shall remain outstanding and continue to be eligible to vest with respect to a prorata number of Units equal to the product of (x) the number of Units that would be eligible for vesting based on the actual level attainment of the Performance Goal with respect to the entire Performance Period, multiplied by (y) a fraction, the numerator of which is the number of days the Participant was employed during the Performance Period as of the date of the employment termination and the denominator of which is the number of days contained in the Performance Period.

(d)For purposes of this Agreement, “Disability” shall mean a determination by a qualified independent physician mutually acceptable to the Participant and the Company that the Participant is unable to perform her duties under this Agreement and in all reasonable medical likelihood such inability will continue for a period of 120 consecutive days or 180 days in any 365 day period. The Participant shall fully cooperate in connection with the determination of whether Disability exists. If the Participant and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the Agreement.

(e)For purposes of this Agreement, the Participant shall cease to be continuously employed (whether or not later found to be invalid or in breach of any local employment law in the country where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any) as of the date that the Participant is no longer actively providing services and will not be employed for purposes of the Plan through any notice period mandated under an employment law or practice in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits (e.g., continuous employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdictions where the Participant resides and/or is employed or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer continuously employed for purposes of the Unit award, and if the Participant is a U.S. taxpayer, such determination shall be made in accordance with Code Section 409A.

(f)The continued vesting benefits provided in this Section 6 are subject to satisfaction of the conditions set forth in Section 6.6 of the Employment Agreement.

7.Forfeiture and Repayment Provisions.

(a)Failure to properly execute the Agreement (and each other document required to be executed by the Participant in connection with the Participant’s receipt of the Units) in a timely manner following the Grant Date may result in the forfeiture of the Units, as determined in the sole discretion of the Company.

(b)The right to vest in the Units shall be conditional upon the fact that the Participant has read and understood the forfeiture and repayment provisions set forth in this Section 7, that the Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement.

(c)The Company is authorized to suspend or terminate this Unit award prior to or after termination of employment if the Company reasonably determines that:

(i)The Participant engaged in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement.

(ii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company; or

(iii)During the Participant’s employment with the Company or any of its Subsidiaries, the Participant was aware of and failed to report, as required by any code of ethics of the Company applicable to the Participant or by the Code of Conduct or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Code of Conduct or similar program of the Company.

(d)If, at any time after the Units have vested or have been settled, in whole or in part, the Company reasonably determines that any of the actions or inactions contemplated under Sections 7(c)(i) through 7(c)(iii) have occurred, then any gain (without regard to tax effects) realized by the Participant from such vesting shall be paid by the Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant to the extent of the amounts the Participant owes the Company under this Section 7(d).

8.Miscellaneous.

(a)Issuance of Shares. Upon any vesting of the Units, and subject to the payment of any Tax-Related Items (as defined under Section 8(d) below), the Company shall deliver the Shares in book entry form at the times specified in Section 3 above. The Shares acquired shall be registered in the name of the Participant, the Participant’s transferee, or if the Participant so requests, in writing at the time of vesting, jointly in the name of the Participant and another person with rights of survivorship. If the Participant dies, the Shares acquired shall be registered in the name of the person entitled to receive the Shares in accordance with the Plan.

(b)Rights as Shareholder. Units are not actual Shares, but rather, represent a right to receive Shares according to the terms and conditions set forth herein and the terms of the Plan. Accordingly, the issuance of a Unit shall not entitle the Participant to any of the rights or benefits generally accorded to stockholders unless and until a Share is actually issued under Section 8(a) hereof.

(c)Adjustments to Award.

(i)In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Units, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, the terms of this Unit award (including, without limitation, the number and kind of Shares subject to this Unit award) shall be adjusted as set forth in Section 4(c) of the Plan.

(ii)Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of this Unit award (including, without limitation, the number and kind of Shares subject to this Unit award) by taking any of the actions permitted under this Agreement and in accordance with Section 4(c) of the Plan.

(d)Responsibility for Taxes.

(i)Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(ii)In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting/settlement of the Units. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Units, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the Units as the Company determines to be appropriate, to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

(iii)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(iv)Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e)Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the Participant’s request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(f)Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(i)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(ii)the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of units, or benefits in lieu of units, even if units have been granted repeatedly in the past;

(iii)all decisions with respect to future Unit grants, if any, will be at the sole discretion of the Company;

(iv)the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship (if any) at any time;

(v)the Participant is voluntarily participating in the Plan;

(vi)the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;

(vii)unless otherwise agreed with the Company, the Units and the Shares subject to the Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary of the Company

(viii)the Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation,

termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(ix)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(x)no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the Participant’s termination of employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of the Participant’s employment or service agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even it otherwise applicable to the Participant’s employment benefits from the Employer), and in consideration of the grant of the Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(g)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with her own personal tax, legal and financial advisors regarding her participation in the Plan before taking any action related to the Plan.

(h)Data Privacy.

(i)The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(ii)The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

(iii)The Participant understands that Data will be transferred to E*Trade Financial Services, or such other stock plan service provider as may be selected by the Company in the future or other stock plan service provider that is selected by the Participant to the extent permitted by the Company in its sole discretion, in each case, that is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. If the Participant resides outside the United States, the Participant understands that she may request a list with the names and addresses of any potential recipients of the Data by contacting her local human resources representative. The Participant authorizes the Company, E*Trade Financial Services and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. If the

Participant resides outside the United States, the Participant understands that she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing her local human resources representative. Further, the Participant understands that she is providing the consents herein on a purely voluntary basis. If the Participant does not consent or if the Participant later seeks to revoke her consent, her status as an employee and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing her consent is that the Company would not be able to grant Units or other equity awards or administer or maintain such Awards. Therefore, the Participant understands that refusing or withdrawing her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that she may contact her local human resources representative.

(i)Reservation of Shares. The Company shall at all times during the term of the Unit award reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(j)Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(k)Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(l)Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(m)Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(n)Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such

an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(o)Notices. The Participant should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

EVP, General Counsel & Secretary

2828 North Harwood Street, 15^th Floor

Dallas, TX 75201

(p)Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 8(c) above, this Section 8(p) hereof and Section 7 of the Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made without the Participant’s consent, if such action would materially diminish any of the Participant’s rights under this Agreement. The Company reserves the right to impose other requirements on the Units and the Shares acquired upon vesting of the Units, to the extent the Company determines it is necessary or advisable under the laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan.

(q)Entire Agreement. This Agreement, including the Appendix, and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

(r)Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(s)Participant Undertaking. The Participant agrees to take such additional action and execute such additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Participant or upon this Unit award pursuant to the provisions of this Agreement.

(t)Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(u)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan

through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(v)Waiver. The Participant acknowledges that a waiver by the Company of any provision of this Agreement or of a breach by the Participant shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Participant .

(w)No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and the Participant or any other person.

(x)Section 409A Provisions. The payment of Shares under this Agreement are intended to be exempt from the application of Section 409A of the Code, as amended (“Section 409A”) by reason of the short-term deferral exemption set forth in Treasury Regulation §1.409A-1(b)(4). Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred compensation” to the Participant under Section 409A is otherwise payable to the Participant under the Plan or this Agreement solely by reason of the Participant’s termination of employment, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that the circumstances giving rise to such termination of employment meet the definition of a “separation from service,” within the meaning of Section 409A of the Code. If the payment of Units constitutes deferred compensation subject to Code Section 409A, is made on account of a separation from service and the Participant is a specified employee as defined in Section 409A(a)(2)(B) of the Code at the time of such separation from service, the Units shall be paid instead on the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement on the date set forth in the first paragraph.

MONEYGRAM INTERNATIONAL, INC.

By:______________________

PAMELA H. PATSLEY

By:______________________

SCHEDULE A

1.Target Number of Restricted Stock Units (“Target Units”):

The actual number of Units that are eligible to vest in accordance with Section 2 of the Agreement shall be based on the attainment level of the Performance Goals, in accordance with the following formula:

[ ]

2.Performance Period: [ ]

3.Performance Goals: [ ]

[Attainment between the Threshold and Target Performance Goals (for each Performance Goal) shall be subject to straight-line interpolation.]

4.Performance Goal Adjustments: None anticipated.

5.Performance Criteria: [ ]

6.Vesting Dates (assuming Performance Goals are attained): [ ]

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Pamela H. Patsley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MoneyGram International, Inc. for the period ended March 31, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 4, 2015	/s/ Pamela H. Patsley
		Pamela H. Patsley
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, W. Alexander Holmes, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MoneyGram International, Inc. for the period ended March 31, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 4, 2015	/s/ W. Alexander Holmes
		W. Alexander Holmes
		Executive Vice President, Chief Financial Officer and Chief Operating Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. §1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”), of MoneyGram International, Inc. (the “Company”) for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof I, Pamela H. Patsley, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 4, 2015	/s/ Pamela H. Patsley
		Pamela H. Patsley
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. §1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”), of MoneyGram International, Inc. (the “Company”) for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof I, W. Alexander Holmes, Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 4, 2015	/s/ W. Alexander Holmes
		W. Alexander Holmes
		Executive Vice President, Chief Financial Officer and Chief Operating Officer
		(Principal Financial Officer)

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Description of the Business and Basis of Presentation Description of the Business and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2015 Segment	Mar. 31, 2014 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of Reportable Segments	2	2

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Derivative Financial Instruments - Additional Information (Detail) (Foreign Exchange Forward, Not Designated as Hedging Instrument, Other assets, USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Foreign Exchange Forward | Not Designated as Hedging Instrument | Other assets
Notional Disclosures [Abstract]
Forward contracts outstanding notional amount	$ 132.7	$ 242.5

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Fair Value Measurement - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 961.0		$ 963.5
Other than temporary impairments	0	0
Impairments of fixed assets, goodwill and other intangible assets	0	0
2013 Credit Agreement | Fair Value, Measurements, Recurring | Senior secured credit facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	904.5		884.0
Carrying Value	$ 961.0		$ 963.5

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		36 Months Ended	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2009	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Income before income taxes	$ (9.4)	$ 27.3
Income tax expense (benefit)	62.6	(11.7)
Cash payments for income taxes	7.6	0.1
Cumulative income tax benefit taken in prior period	1.0
Unrecognized Tax Benefits	32.2				31.7
Unrecognized tax benefits interest and penalties	(0.2)	0.1
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	2.8	2.6
Internal Revenue Service (IRS) [Member]
Income tax expense (benefit)	63.7
Cumulative Deductions For Net Securities Losses			900.0
Deductions In Dispute With IRS With Partial Settlements						186.9
Cash payments for income taxes	5.2
disallowed deductions	100.0
Cumulative income tax benefit taken in prior period	23.3
Scenario, Forecast [Member] | Internal Revenue Service (IRS) [Member]
Cash payments for income taxes				$ 60.0

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Derivative Financial Instruments (Fair Values of Derivative Forward Contract Instruments) (Detail) (Forward contracts, USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Other assets
Summary of Derivative Instruments by Hedge Designation [Abstract]
Gross Amount of Recognized Assets	$ 1.0	$ 5.3
Gross Amount of Offset	(0.6)	(0.5)
Net Amount of Assets Presented in the Consolidated Balance Sheets	0.4	4.8
Accounts payable and other liabilities
Summary of Derivative Instruments by Hedge Designation [Abstract]
Gross Amount of Recognized Liabilities	(3.5)	(0.8)
Gross Amount of Offset	0.6	0.5
Net Amount of Liabilities Presented in the Consolidated Balance Sheets	$ (2.9)	$ (0.3)

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Segment Information (Operating Income by Segment) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Segment operating income:
Total operating income	$ 1.7	$ 37.0
Interest expense	(11.1)	(9.7)
(Loss) income before income taxes	(9.4)	27.3
Global Funds Transfer
Segment operating income:
Total operating income	0.2	31.5
Financial Paper Products
Segment operating income:
Total operating income	5.4	9.8
Total segment operating income
Segment operating income:
Total operating income	5.6	41.3
Other
Segment operating income:
Total operating income	$ (3.9)	$ (4.3)

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Fair Value Measurement (Summary of Unobservable Inputs Used in Other Asset-Backed Securities Classified as Level 3) (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Other asset-backed securities
Available-for-sale Securities	$ 26.0	$ 27.1
Net average price basis	$ 100.00	$ 100.00
Other asset-backed securities
Other asset-backed securities
Available-for-sale Securities	12.5	12.6
Level 3 | Other asset-backed securities
Other asset-backed securities
Available-for-sale Securities	12.5	12.6
Net Average Price (1)	3.74	3.72
Level 3 | Other asset-backed securities | Alt-A
Other asset-backed securities
Available-for-sale Securities	0	0.1
Net Average Price (1)	80.05	80.75
Level 3 | Other asset-backed securities | Home Equity
Other asset-backed securities
Available-for-sale Securities	0.1	0.1
Net Average Price (1)	30.53	30.37
Level 3 | Other asset-backed securities | Indirect Exposure — High Grade
Other asset-backed securities
Available-for-sale Securities	8.4	8.3
Net Average Price (1)	21.71	21.64
Level 3 | Other asset-backed securities | Indirect Exposure Mezzanine Third Party Pricing Service
Other asset-backed securities
Available-for-sale Securities	1.2	1.1
Net Average Price (1)	1.48	1.11
Level 3 | Other asset-backed securities | Indirect Exposure Mezzanine Broker Priced
Other asset-backed securities
Available-for-sale Securities	1.1	1.3
Net Average Price (1)	1.04	1.52
Level 3 | Other asset-backed securities | Other
Other asset-backed securities
Available-for-sale Securities	$ 1.7	$ 1.7
Net Average Price (1)	8.95	9.15

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Stock-Based Compensation Expense

The following table is a summary of stock-based compensation expense for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015		2014
Expense recognized related to stock options	$	1.5	$	1.3
Expense recognized related to restricted stock units	2.5		1.8
Stock-based compensation expense	$	4.0	$	3.1

Summary of Stock Option Activity

The following table is a summary of the Company’s stock option activity for the three months endedMarch 31, 2015:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000,000)
Options outstanding at December 31, 2014	3,786,458		$	19.57	6.3 years	$	—
Forfeited/Expired	(176,977	)	22.57
Options outstanding at March 31, 2015	3,609,481		$	19.42	5.8 years	$	—
Vested or expected to vest at March 31, 2015	3,493,519		$	19.49	5.7 years	$	—
Options exercisable at March 31, 2015	2,307,708		$	19.37	5.0 years	$	—

Summary of Restricted Stock Unit Activity

The following table is a summary of the Company’s restricted stock unit activity for the three months endedMarch 31, 2015:

	Total Shares		Weighted Average Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000,000)
Restricted stock units outstanding at December 31, 2014	1,701,607		$	15.77	1.4 years	$	15.5
Granted	2,872,834		8.59
Vested and converted to shares	(155,109	)	20.05
Forfeited	(149,702	)	16.91
Restricted stock units outstanding at March 31, 2015	4,269,630		$	10.62	1.7 years	$	36.9

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Segment Information (Assets by Segment) (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 4,578.9	$ 4,642.2
Global Funds Transfer
Segment Reporting Information [Line Items]
Total assets	1,875.8	1,858.3
Financial Paper Products
Segment Reporting Information [Line Items]
Total assets	2,503.4	2,464.5
Other
Segment Reporting Information [Line Items]
Total assets	$ 199.7	$ 319.4

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Commitments and Contingencies (Summary of Minimum Future Rental Payments) (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
2015	$ 11.1
2016	11.5
2017	9.5
2018	8.7
2019	8.2
Thereafter	17.6
Total	$ 66.6

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Debt - Additional Information (Detail) (USD $)	3 Months Ended		0 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 29, 2013	Apr. 02, 2014	Mar. 28, 2013
Debt Instrument [Line Items]
Capacity Available for Specific Purpose				$ 300,000,000
Remaining Capacity Available for a Specific Purpose				170,000,000
Interest Coverage Ratio	6.04
Total Secured Leverage	3.75
Amortization of Financing Costs	700,000
Cash payments for interest	10,400,000	9,100,000
Debt maturing in 2020	912,600,000
Incremental payment of debt principal	49,000,000
Increment paid	2,500,000
2013 Credit Agreement | Senior revolving credit facility
Debt Instrument [Line Items]
Term of debt instrument			5 years
Line of Credit Facility, Maximum Borrowing Capacity				150,000,000	125,000,000
Basis Rate For Fees On Unused Availability Under Revolving Credit Facility	0.50%
Letters of Credit Outstanding, Amount	0
Revolving credit facility, availability	150,000,000
2013 Credit Agreement | Term Credit Facility
Debt Instrument [Line Items]
Term of debt instrument			7 years
Debt Instrument, Face Amount					850,000,000
2013 Credit Agreement | Letter of credit
Debt Instrument [Line Items]
Debt Instrument, Face Amount					50,000,000
2013 Credit Agreement | Tranche B-1 term loan facility due 2020
Debt Instrument [Line Items]
Debt Instrument, Face Amount				130,000,000
2011 Credit Agreement
Debt Instrument [Line Items]
Debt Instrument, Face Amount					$ 540,000,000.0
Prime Rate | Minimum | 2013 Credit Agreement | Term Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%
Prime Rate | Maximum | 2013 Credit Agreement | Term Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.25%
Eurodollar Rate | 2013 Credit Agreement | Term Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.00%
Eurodollar Rate | Minimum | 2013 Credit Agreement | Term Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%
Eurodollar Rate | Maximum | 2013 Credit Agreement | Term Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.25%

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Segment Information - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2015 Segment	Mar. 31, 2014 Segment
Segment Reporting Information [Line Items]
Number of Reportable Segments	2	2
Percentage of total revenue	21.00%	27.00%
Global Funds Transfer
Segment Reporting Information [Line Items]
Entity Wide Revenue Major Customer Number	1	1
Financial Paper Products
Segment Reporting Information [Line Items]
Entity Wide Revenue Major Customer Number	1	1

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Condensed Consolidating Financial Statements - Condensed, Consolidating Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 175.2	$ 250.6	$ 329.6	$ 318.8
Settlement Assets	3,535.9	3,533.6
Property and equipment, net	174.7	165.6
Goodwill	442.1	442.5
Other assets	251.0	249.9
Equity investments in subsidiaries	0	0
Intercompany receivables	0	0
Total assets	4,578.9	4,642.2
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	3,535.9	3,533.6
Debt	961.0	963.5
Pension and other postretirement benefits	123.2	125.7
Accounts payable and other liabilities	220.6	202.1
Intercompany liabilities	0	0
Total liabilities	4,840.7	4,824.9
Total stockholders’ (deficit) equity	(261.8)	(182.7)	(39.5)	(77.0)
Total liabilities and stockholders’ deficit	4,578.9	4,642.2
Parent
ASSETS
Cash and cash equivalents	2.1	2.1	2.0	1.7
Settlement Assets	0	0
Property and equipment, net	0	0
Goodwill	0	0
Other assets	21.8	22.4
Equity investments in subsidiaries	13.9	102.2
Intercompany receivables	689.7	692.4
Total assets	727.5	819.1
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	0	0
Debt	961.0	963.5
Pension and other postretirement benefits	0	0
Accounts payable and other liabilities	28.3	38.3
Intercompany liabilities	0	0
Total liabilities	989.3	1,001.8
Total stockholders’ (deficit) equity	(261.8)	(182.7)
Total liabilities and stockholders’ deficit	727.5	819.1
Subsidiary Guarantors
ASSETS
Cash and cash equivalents	126.7	92.0	258.2	224.9
Settlement Assets	3,458.7	3,494.4
Property and equipment, net	154.4	143.3
Goodwill	315.3	315.3
Other assets	222.2	253.3
Equity investments in subsidiaries	200.1	206.2
Intercompany receivables	6.2	51.5
Total assets	4,483.6	4,556.0
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	3,491.9	3,500.4
Debt	0	0
Pension and other postretirement benefits	123.2	125.7
Accounts payable and other liabilities	159.6	128.0
Intercompany liabilities	695.0	699.7
Total liabilities	4,469.7	4,453.8
Total stockholders’ (deficit) equity	13.9	102.2
Total liabilities and stockholders’ deficit	4,483.6	4,556.0
Non-Guarantors
ASSETS
Cash and cash equivalents	46.4	156.5	69.4	92.2
Settlement Assets	77.2	39.2
Property and equipment, net	20.3	22.3
Goodwill	126.8	127.2
Other assets	40.3	36.4
Equity investments in subsidiaries	0	0
Intercompany receivables	6.2	0
Total assets	317.2	381.6
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	44.0	33.2
Debt	0	0
Pension and other postretirement benefits	0	0
Accounts payable and other liabilities	66.0	98.0
Intercompany liabilities	7.1	44.2
Total liabilities	117.1	175.4
Total stockholders’ (deficit) equity	200.1	206.2
Total liabilities and stockholders’ deficit	317.2	381.6
Eliminations
ASSETS
Cash and cash equivalents	0	0	0	0
Settlement Assets	0	0
Property and equipment, net	0	0
Goodwill	0	0
Other assets	(33.3)	(62.2)
Equity investments in subsidiaries	(214.0)	(308.4)
Intercompany receivables	(702.1)	(743.9)
Total assets	(949.4)	(1,114.5)
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	0	0
Debt	0	0
Pension and other postretirement benefits	0	0
Accounts payable and other liabilities	(33.3)	(62.2)
Intercompany liabilities	(702.1)	(743.9)
Total liabilities	(735.4)	(806.1)
Total stockholders’ (deficit) equity	(214.0)	(308.4)
Total liabilities and stockholders’ deficit	$ (949.4)	$ (1,114.5)

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Segment Information (Revenue by Segment) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting Information [Line Items]
Total revenue	$ 330.6	$ 374.9
Global Funds Transfer revenue:
Segment Reporting Information [Line Items]
Total revenue	312.3	351.7
Global Funds Transfer revenue: | Money transfer revenue
Segment Reporting Information [Line Items]
Total revenue	286.8	326.1
Global Funds Transfer revenue: | Bill payment revenue
Segment Reporting Information [Line Items]
Total revenue	25.5	25.6
Financial Paper Products revenue:
Segment Reporting Information [Line Items]
Total revenue	18.3	23.2
Financial Paper Products revenue: | Money order revenue
Segment Reporting Information [Line Items]
Total revenue	13.1	14.4
Financial Paper Products revenue: | Official check revenue
Segment Reporting Information [Line Items]
Total revenue	$ 5.2	$ 8.8

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Income Taxes Schedule of Unrecognized Tax Benefit (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at December 31, 2014	$ 31.7
Additions based on tax positions related to prior years	1.5
Reductions for tax positions of prior years	(1.0)
Balance at March 31, 2015	$ 32.2

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Reorganization and Restructuring Costs Reorganization and Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2015

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost

The following table is a roll-forward of the restructuring costs accrual related to the 2014 Global Transformation Program as of March 31, 2015:

(Amounts in millions)	Severance, Outplacement and Related Benefits			Other (1)		Total
Balance, December 31, 2014	$	12.6		$	0.7	$	13.3
Expenses	2.2			0.2		2.4
Cash payments	(3.0		)	—		(3.0		)
Balance, March 31, 2015	$	11.8		$	0.9	$	12.7

⁽¹⁾ Other primarily relates to expenses for facilities relocation and professional fees. Such costs are expensed as incurred.

Restructuring and Related Costs

The following table is a summary of the cumulative restructuring costs incurred to date in operating expenses and the estimated remaining restructuring costs to be incurred for the 2014 Global Transformation Program as of March 31, 2015:

(Amounts in millions)	Severance, Outplacement and Related Benefits		Other (1)		Total
Restructuring costs
Cumulative restructuring expenses incurred to date in operating expenses	$	16.8	$	1.9	$	18.7
Estimated additional restructuring expenses to be incurred	1.6		0.2		1.8
Total restructuring costs incurred and to be incurred	$	18.4	$	2.1	$	20.5

⁽¹⁾ Other primarily relates to expenses for facilities relocation and professional fees. Such costs are expensed as incurred.

Reorganization and restructuring in operating expenses [Table Text Block]

The following table summarizes the reorganization and restructuring costs recorded for the three months ended March 31, 2015:

(Amounts in millions)	Three Months Ended March 31, 2015
Restructuring costs in operating expenses:
Compensation and benefits	$	2.2
Transaction and operations support	0.2
Total restructuring costs in operating expenses	2.4
Reorganization costs in operating expenses:
Compensation and benefits	4.0
Transaction and operations support	2.7
Occupancy, equipment and supplies	0.8
Total reorganization costs in operating expenses	7.5
Total reorganization and restructuring costs	$	9.9

Restructuring and related Activities Disclosure, by Segment

The following table is a summary of restructuring expenses related to the 2014 Global Transformation Program incurred by reportable segment:

(Amounts in millions)	GFT		FPP		Other		Total
First quarter 2015	$	2.2	$	0.2	$	—	$	2.4
Total cumulative expenses incurred to date in operating expenses	$	16.1	$	1.9	$	0.7	$	18.7
Total estimated additional expenses to be incurred	1.6		0.2		—		1.8
Total restructuring expenses	$	17.7	$	2.1	$	0.7	$	20.5

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Investment Portfolio - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015 fund	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Investment [Line Items]
Number of investments in money market securities (in funds)	2
Percentage Of Available For Sale Portfolio Collateralized By Us Debentures	52.00%	54.00%
Average price of an asset-backed security at par (in dollars per share)	$ 0.04
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (77.7)	$ (67.1)
Change in Investment Grade	0	0
Percentage of available-for-sale portfolio priced by third party pricing service	95.00%	95.00%
Percentage of available-for-sale portfolio priced by broker pricing	5.00%	5.00%
Unrealized losses in available-for-sale portfolio	0	0
Net unrealized gains on securities classified as available-for-sale, net of tax
Investment [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 11.3	$ 11.2	$ 12.9	$ 17.3

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Reorganization and Restructuring Costs Reorganization and restructuring costs by operating expense (Details) (2014 Global Transformation Program, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Reorganization and restructuring in operating expenses [Line Items]
Reorganization Costs	$ 7.5
Reorganization And Restructuring Costs	9.9
Operating Expense
Reorganization and restructuring in operating expenses [Line Items]
Restructuring charges	2.4
Compensation And Benefits [Member] | Operating Expense
Reorganization and restructuring in operating expenses [Line Items]
Restructuring charges	2.2
Reorganization Costs	4.0
Selling, General and Administrative Expenses [Member] | Operating Expense
Reorganization and restructuring in operating expenses [Line Items]
Restructuring charges	0.2
Reorganization Costs	2.7
Occupancy Equipment And Supplies [Member] | Operating Expense
Reorganization and restructuring in operating expenses [Line Items]
Reorganization Costs	$ 0.8

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Earnings per Common Share Earnings per Share antidilutive securities excluded (Details) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation	6.4	4.7
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation	3.7	3.5
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation	2.7	1.2

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Revenue by Segment

The following table is a summary of the total revenue by segment for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015		2014
Global Funds Transfer revenue:
Money transfer revenue	$	286.8	$	326.1
Bill payment revenue	25.5		25.6
Total Global Funds Transfer revenue	312.3		351.7
Financial Paper Products revenue:
Money order revenue	13.1		14.4
Official check revenue	5.2		8.8
Total Financial Paper Products revenue	18.3		23.2
Total revenue	$	330.6	$	374.9

Operating Income by Segment

The following table is a summary of the operating income by segment and detail of the (loss) income before income taxes for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Global Funds Transfer operating income	$	0.2		$	31.5
Financial Paper Products operating income	5.4			9.8
Total segment operating income	5.6			41.3
Other operating loss	(3.9		)	(4.3		)
Total operating income	1.7			37.0
Interest expense	(11.1		)	(9.7		)
(Loss) income before income taxes	$	(9.4	)	$	27.3

Assets by Segment

The following table sets forth the assets by segment as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015		December 31, 2014
Global Funds Transfer	$	1,875.8	$	1,858.3
Financial Paper Products	2,503.4		2,464.5
Other	199.7		319.4
Total assets	$	4,578.9	$	4,642.2

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Investment Portfolio (Investment Ratings) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Available for Sale Securities By Credit Qaulity Indicator [Line Items]
Number of Securities	56	57
Fair Value	$ 26.0	$ 27.1
Percent of Investments	100.00%	100.00%
External Credit Rating, Investment Grade
Available for Sale Securities By Credit Qaulity Indicator [Line Items]
Number of Securities	13	13
Fair Value	13.4	14.3
Percent of Investments	52.00%	53.00%
External Credit Rating, Non Investment Grade
Available for Sale Securities By Credit Qaulity Indicator [Line Items]
Number of Securities	43	44
Fair Value	$ 12.6	$ 12.8
Percent of Investments	48.00%	47.00%

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Stock-Based Compensation (Summary of Stock-Based Compensation Expense) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 4.0	$ 3.1
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1.5	1.3
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2.5	$ 1.8

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Pensions and Other Benefits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Pension Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Contributions	$ 2.0	$ 2.0
Supplemental Employee Retirement Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Contributions	$ 1.3	$ 1.1

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Fair Value Measurement (Roll-forward of Other Asset-Backed Securities) (Detail) (Level 3, Fair Value, Measurements, Recurring, Other asset-backed securities, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Level 3 | Fair Value, Measurements, Recurring | Other asset-backed securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 12.6	$ 20.6
Principal paydowns	(0.1)	(3.8)
Change in unrealized gains	0	(1.2)
Ending balance	$ 12.5	$ 15.6

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Description of the Business and Basis of Presentation Description of the Business and Basis of Presentation (Notes)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business and Basis of Presentation

Description of the Business and Basis of Presentation

References to “MoneyGram,” the “Company,” “we,” “us” and “our” are to MoneyGram International, Inc. and its subsidiaries and consolidated entities.

Nature of Operations — MoneyGram offers products and services under its two reporting segments: Global Funds Transfer ("GFT") and Financial Paper Products ("FPP"). The GFT segment provides global money transfer services and bill payment services to consumers through a network of agent locations. The FPP segment provides official check outsourcing services and money orders through financial institutions and agent locations.

Basis of Presentation — The accompanying unaudited consolidated financial statements of MoneyGram are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for future periods. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

As of December 31, 2014, we recast our Consolidated Balance Sheets to include the settlement cash and cash equivalents, receivables, net, interest-bearing investments and available-for-sale investments in a new balance sheet caption, entitled "Settlement assets," in an amount equal to "Payment service obligations." The historically reported assets in excess of payment service obligations are now presented as unrestricted "Cash and cash equivalents" on the Consolidated Balance Sheets. Prior year amounts have been reclassified to conform to current year presentation.

Similar presentation changes have been made on the prior year Consolidated Statement of Cash Flows to conform to current year presentation disclosing ending unrestricted "Cash and cash equivalents." In addition, we have recast the Consolidated Statements of Cash Flows to net the changes in Settlement assets and Payment service obligations in the operating section of the statement. Historically, investments used to settle payment service obligations were included in the investing section of the cash flow statement; however, settlement assets represent funds received or to be received from agents for unsettled money transfers, money orders and customer payments, the receipt of which creates an equal and offsetting settlement obligation for subsequent payment to the intended recipient. Settlement assets are segregated due to their restricted nature, as they are held for payout to customers and subject to restrictions by various U.S. state agencies and foreign jurisdictions pursuant to licensing requirements. Since "Settlement assets" and the related "Payment service obligations" fluctuate in equal amounts with another, they do not have a net impact on the Company’s cash flows.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and assumptions are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.

Recent Accounting Pronouncements and Related Developments — In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, ("ASU 2015-02"). The new consolidation standard amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for the annual period ending after December 15, 2015, and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our financial position or results of operations.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. ASU 2015-03 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We do not believe that adoption of ASU 2015-03 will have a significant impact on our consolidated financial statements.

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Stockholders' Deficit (Summary of Stock Activity) (Detail)	Mar. 31, 2015	Dec. 31, 2014
Class of Stock [Line Items]
Common stock, shares authorized	162,500,000	162,500,000
Common stock, shares issued	58,823,567	58,823,567
Treasury Stock	(5,629,285)	(5,734,338)
Preferred Stock
Class of Stock [Line Items]
Authorized	200,000
Preferred Stock, Shares Issued	71,000
Outstanding	71,000
Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	162,500,000
Common stock, shares issued	58,824,000
Outstanding	53,195,000
Treasury Stock
Class of Stock [Line Items]
Treasury Stock	(5,629,000)

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Reorganization and Restructuring Costs Summary of Restructuring Expenses Incurred by Reportable Segment (Details) (Operating Expense, 2014 Global Transformation Program, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2.4
Cumulative restructuring expenses incurred to date in operating expenses	18.7
Estimated additional expenses to be incurred	1.8
Total restructuring costs incurred and to be incurred	20.5
Global Funds Transfer
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2.2
Cumulative restructuring expenses incurred to date in operating expenses	16.1
Estimated additional expenses to be incurred	1.6
Total restructuring costs incurred and to be incurred	17.7
Financial Paper Products
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0.2
Cumulative restructuring expenses incurred to date in operating expenses	1.9
Estimated additional expenses to be incurred	0.2
Total restructuring costs incurred and to be incurred	2.1
Other
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0
Cumulative restructuring expenses incurred to date in operating expenses	0.7
Estimated additional expenses to be incurred	0
Total restructuring costs incurred and to be incurred	$ 0.7

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of (Gains) Losses Related to Assets and Liabilities Denominated in Foreign Currencies

The “Transaction and operations support” line in the Consolidated Statements of Operations and the "Net cash (used in) provided by operating activities" line in the Consolidated Statements of Cash Flows include the following (gains) losses related to assets and liabilities denominated in foreign currencies, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Net realized foreign currency losses	$	24.4		$	1.7
Net gains from the related forward contracts	(26.4		)	(1.6		)
Net (gains) losses from foreign currency transactions and related forward contracts	$	(2.0	)	$	0.1

Fair Values of Derivative Forward Contract Instruments

As of March 31, 2015 and December 31, 2014, the Company reflects the following fair values of derivative forward contract instruments in its Consolidated Balance Sheets:

		Gross Amount of Recognized Assets				Gross Amount of Offset						Net Amount of Assets Presented in the Consolidated Balance Sheets
	Balance Sheet Location	March 31, 2015		December 31, 2014		March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014
(Amounts in millions)
Forward contracts	Other assets	$	1.0	$	5.3	$	(0.6	)	$	(0.5	)	$	0.4	$	4.8

		Gross Amount of Recognized Liabilities						Gross Amount of Offset				Net Amount of Liabilities Presented in the Consolidated Balance Sheets
	Balance Sheet Location	March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014		March 31, 2015			December 31, 2014
(Amounts in millions)
Forward contracts	Accounts payable and other liabilities	$	(3.5	)	$	(0.8	)	$	0.6	$	0.5	$	(2.9	)	$	(0.3	)

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Investment Portfolio (Tables)

3 Months Ended

Mar. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Components of Investment Portfolio

The following table shows the components of the investment portfolio as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015		December 31, 2014
Cash	$	1,866.4	$	1,898.1
Money market securities	7.9		9.8
Cash and cash equivalents (1)	1,874.3		1,907.9
Interest-bearing investments	1,089.0		1,091.6
Available-for-sale investments	26.0		27.1
Total investment portfolio	$	2,989.3	$	3,026.6

Available for Sale Investments

The following table is a summary of the amortized cost and fair value of available-for-sale investments as of March 31, 2015:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Net Average Price(1)
(Amounts in millions, except net average price)
Residential mortgage-backed securities — agencies	$	12.2	$	1.3	$	—	$	13.5	$	111.76
Other asset-backed securities	3.0		9.5		—		12.5		3.74
Total	$	15.2	$	10.8	$	—	$	26.0	$	7.50

⁽¹⁾ Net average price is per $100.00

The following table is a summary of the amortized cost and fair value of available-for-sale investments as of December 31, 2014:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Net Average Price(1)
(Amounts in millions, except net average price)
Residential mortgage-backed securities — agencies	$	13.2	$	1.3	$	—	$	14.5	$	110.25
Other asset-backed securities	3.1		9.5		—		12.6		3.72
Total	$	16.3	$	10.8	$	—	$	27.1	$	8.04

⁽¹⁾ Net average price is per $100.00

Investment Ratings

The Company’s investments consisted of the following ratings as of March 31, 2015 and December 31, 2014:

	March 31, 2015					December 31, 2014
	Number of Securities	Fair Value		Percent of Investments		Number of Securities	Fair Value		Percent of Investments
(Dollars in millions)
Investment grade	13	$	13.4	52	%	13	$	14.3	53	%
Below investment grade	43	12.6		48	%	44	12.8		47	%
Total	56	$	26.0	100	%	57	$	27.1	100	%

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Debt (Summary of Outstanding Debt) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 Rate	Dec. 31, 2014
Schedule of Debt [Roll Forward]
Balance at December 31, 2014		$ 963.5
Balance at March 31, 2015	961.0	963.5
Senior secured credit facility | 2013 Credit Agreement
Schedule of Debt [Roll Forward]
Balance at December 31, 2014	963.5
Payments	(2.5)
Balance at March 31, 2015	$ 961.0
Weighted average interest rate	4.25%

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Settlement Assets and Payment Service Obligations (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Settlement cash and cash equivalents	$ 1,699.1	$ 1,657.3
Receivables, net	721.8	757.6
Interest-bearing investments	1,089.0	1,091.6
Available-for-sale investments	26.0	27.1
Settlement Assets	3,535.9	3,533.6
Payment service obligations	$ (3,535.9)	$ (3,533.6)

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Debt (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Summary of Outstanding Debt

The following is a summary of the Company’s outstanding debt at March 31, 2015 and activity since December 31, 2014:

(Amounts in millions)	Senior secured credit facility
Balance at December 31, 2014	$	963.5
Payments	(2.5		)
Balance at March 31, 2015	$	961.0
Weighted average interest rate	4.25		%

Settlement Assets and Payment Service Obligations

The following table summarizes the amount of Settlement assets and Payment service obligations at March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Settlement assets:
Settlement cash and cash equivalents	$	1,699.1		$	1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
	3,535.9			3,533.6
Payment service obligations	$	(3,535.9	)	$	(3,533.6	)

The following table shows the components of our assets in excess of payment service obligations used for the asset coverage calculation as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Cash and cash equivalents	$	175.2		$	250.6
Settlement assets:
Settlement cash and cash equivalents	1,699.1			1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
Total settlement assets	3,535.9			3,533.6
Total cash and cash equivalents and settlement assets	3,711.1			3,784.2
Payment service obligations	(3,535.9		)	(3,533.6		)
Assets in excess of payment service obligations	$	175.2		$	250.6

Credit Agreement Quarterly Financial Covenants

The 2013 Credit Agreement also has quarterly financial covenants to maintain the following interest coverage and total secured leverage ratios:

	Interest Coverage Minimum Ratio	Total Secured Leverage Not to Exceed
Through December 31, 2015	2.25:1	4.750:1
January 1, 2016 through December 31, 2016	2.25:1	4.250:1
January 1, 2017 through December 31, 2017	2.25:1	3.750:1
January 1, 2018 through maturity	2.25:1	3.500:1

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Pensions and Other Benefits (Tables)

3 Months Ended

Mar. 31, 2015

Defined Benefit Pension Plan And Supplemental Executive Retirement Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs [Table Text Block]

The following table is a summary of net periodic benefit expense for the Company’s Pension Plan and combined supplemental executive retirement plans (“SERPs”), for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Interest cost	$	2.6		$	2.7
Expected return on plan assets	(1.8		)	(1.8		)
Recognized net actuarial loss	2.3			1.7
Net periodic benefit expense	$	3.1		$	2.6

Postretirement benefit plans

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs [Table Text Block]

The following table is a summary of net periodic benefit income for the Company’s postretirement medical benefit plans, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Amortization of prior service credit	$	(0.2	)	$	(0.2	)
Recognized net actuarial loss	0.1			0.1
Net periodic benefit income	$	(0.1	)	$	(0.1	)

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Consolidated Statement of Stockholders' Deficit (USD $) In Millions	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Loss	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning Balance at Dec. 31, 2013	$ (77.0)	$ 281.9	$ 0.6	$ 1,011.8	$ (1,214.4)	$ (33.0)	$ (123.9)
Net (loss) income	39.0				39.0
Stock-based compensation activity	2.9			3.0	(1.8)		1.7
Net change in available-for-sale securities, net of tax	(4.4)					(4.4)
Net change in pension liability, net of tax	1.0					1.0
Unrealized foreign currency translation adjustment, net of tax	(1.0)					(1.0)
Ending Balance at Mar. 31, 2014	(39.5)	281.9	0.6	1,014.8	(1,177.2)	(37.4)	(122.2)
Beginning Balance at Dec. 31, 2014	(182.7)	183.9	0.6	982.8	(1,144.6)	(67.1)	(138.3)
Net (loss) income	(72.0)				(72.0)
Stock-based compensation activity	3.5			4.0	(3.3)		2.8
Net change in available-for-sale securities, net of tax	0.1					0.1
Net change in pension liability, net of tax	1.4					1.4
Unrealized foreign currency translation adjustment, net of tax	(12.1)					(12.1)
Ending Balance at Mar. 31, 2015	$ (261.8)	$ 183.9	$ 0.6	$ 986.8	$ (1,219.9)	$ (77.7)	$ (135.5)

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Stockholders' Deficit (Tables)

3 Months Ended

Mar. 31, 2015

Stockholders' Equity Note [Abstract]

Summary of Stock Activity

The following table is a summary of the Company’s authorized, issued and outstanding stock as ofMarch 31, 2015:

	D Stock			Common Stock			Treasury Stock
(Shares in thousands)	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding
March 31, 2015	200	71	71	162,500	58,824	53,195	(5,629	)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss — The following tables are a summary of the changes to "Accumulated other comprehensive loss" by component during the three months ended March 31,2015 and 2014:

(Amounts in millions)	Net unrealized gains on securities classified as available-for-sale, net of tax			Cumulative foreign currency translation adjustments, net of tax			Pension and postretirement benefits adjustment, net of tax			Total
December 31, 2014	$	11.2		$	(5.4	)	$	(72.9	)	$	(67.1	)
Other comprehensive loss before reclassification	0.3			(12.1		)	—			(11.8		)
Amounts reclassified from accumulated other comprehensive loss	(0.2		)	—			1.4			1.2
Net current period other comprehensive loss	0.1			(12.1		)	1.4			(10.6		)
March 31, 2015	$	11.3		$	(17.5	)	$	(71.5	)	$	(77.7	)

(Amounts in millions)	Net unrealized gains on securities classified as available-for-sale, net of tax			Cumulative foreign currency translation adjustments, net of tax			Pension and postretirement benefits adjustment, net of tax			Total
December 31, 2013	$	17.3		$	3.5		$	(53.8	)	$	(33.0	)
Other comprehensive income before reclassification	(0.1		)	(1.0		)	—			(1.1		)
Amounts reclassified from accumulated other comprehensive loss	(4.3		)	—			1.0			(3.3		)
Net current period other comprehensive income	(4.4		)	(1.0		)	1.0			(4.4		)
March 31, 2014	$	12.9		$	2.5		$	(52.8	)	$	(37.4	)

Schedule of Amounts Reclassified From AOCI

The following table is a summary of the significant amounts reclassified out of each component of "Accumulated other comprehensive loss" during the three months ended March 31,2015and 2014:

	Three Months Ended March 31,						Statement of Operations Location
(Amounts in millions)	2015			2014
Unrealized gains on securities classified as available-for-sale, before tax	$	(0.2	)	$	(4.8	)	"Investment revenue"
Tax expense, net	—			0.5
Total gains, net of tax	$	(0.2	)	$	(4.3	)
Pension and postretirement benefits adjustments:
Prior service credits	$	(0.2	)	$	(0.2	)	"Compensation and benefits"
Net actuarial losses	2.4			1.8			"Compensation and benefits"
Total before tax	2.2			1.6
Tax benefit, net	(0.8		)	(0.6		)
Total, net of tax	$	1.4		$	1.0
Total reclassified for the period, net of tax	$	1.2		$	(3.3	)

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Condensed Consolidating Financial Statements - Condensed, Consolidating Statements of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Financial Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$ (46.0)	$ 29.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(26.9)	(17.1)
Dividend from subsidiary	0	0
Intercompany financing	0	0
Net cash used in investing activities	(26.9)	(17.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(2.5)	(2.1)
Proceeds from exercise of stock options	0	0.4
Dividend to parent	0	0
Intercompany financing	0	0
Net cash used in financing activities	(2.5)	(1.7)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(75.4)	10.8
CASH AND CASH EQUIVALENTS—Beginning of period	250.6	318.8
CASH AND CASH EQUIVALENTS—End of period	175.2	329.6
Parent
Condensed Financial Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(13.1)	(14.2)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	0	0
Dividend from subsidiary	12.9	11.3
Intercompany financing	2.7	4.9
Net cash used in investing activities	15.6	16.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(2.5)	(2.1)
Proceeds from exercise of stock options		0.4
Dividend to parent	0	0
Intercompany financing	0	0
Net cash used in financing activities	(2.5)	(1.7)
NET CHANGE IN CASH AND CASH EQUIVALENTS	0	0.3
CASH AND CASH EQUIVALENTS—Beginning of period	2.1	1.7
CASH AND CASH EQUIVALENTS—End of period	2.1	2.0
Subsidiary Guarantors
Condensed Financial Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	32.9	66.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(25.9)	(17.1)
Dividend from subsidiary	0	0
Intercompany financing	43.3	0
Net cash used in investing activities	17.4	(17.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	0	0
Proceeds from exercise of stock options		0
Dividend to parent	(12.9)	(11.3)
Intercompany financing	(2.7)	(4.9)
Net cash used in financing activities	(15.6)	(16.2)
NET CHANGE IN CASH AND CASH EQUIVALENTS	34.7	33.3
CASH AND CASH EQUIVALENTS—Beginning of period	92.0	224.9
CASH AND CASH EQUIVALENTS—End of period	126.7	258.2
Non-Guarantors
Condensed Financial Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(65.8)	(22.8)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1.0)	0
Dividend from subsidiary	0	0
Intercompany financing	0	0
Net cash used in investing activities	(1.0)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	0	0
Proceeds from exercise of stock options		0
Dividend to parent	0	0
Intercompany financing	(43.3)	0
Net cash used in financing activities	(43.3)	0
NET CHANGE IN CASH AND CASH EQUIVALENTS	(110.1)	(22.8)
CASH AND CASH EQUIVALENTS—Beginning of period	156.5	92.2
CASH AND CASH EQUIVALENTS—End of period	46.4	69.4
Eliminations
Condensed Financial Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	0	0
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	0	0
Dividend from subsidiary	(12.9)	(11.3)
Intercompany financing	(46.0)	(4.9)
Net cash used in investing activities	(58.9)	(16.2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	0	0
Proceeds from exercise of stock options		0
Dividend to parent	12.9	11.3
Intercompany financing	46.0	4.9
Net cash used in financing activities	58.9	16.2
NET CHANGE IN CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS—Beginning of period	0	0
CASH AND CASH EQUIVALENTS—End of period	$ 0	$ 0

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Reorganization and Restructuring Costs Schedule of Restructuring Reserve by Type of Cost (Details) (Operating Expense, 2014 Global Transformation Program, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 13.3
restructuring costs, current expense	2.4
Cash payments	(3.0)
Ending Balance	12.7
Severance, outplacement and related benefits
Restructuring Reserve [Roll Forward]
Beginning Balance	12.6
restructuring costs, current expense	2.2
Cash payments	(3.0)
Ending Balance	11.8
Other Expense
Restructuring Reserve [Roll Forward]
Beginning Balance	0.7
restructuring costs, current expense	0.2
Cash payments	0
Ending Balance	$ 0.9

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Derivative Financial Instruments (Summary of (Gains) Losses Related to Assets and Liabilities Denominated in Foreign Currencies) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Derivative [Line Items]
Net (gains) losses from foreign currency transactions and related forward contracts	$ (2.0)	$ 0.1
Net realized foreign currency losses
Derivative [Line Items]
Net realized foreign currency losses	24.4	1.7
Net gains from the related forward contracts
Derivative [Line Items]
Net gains from the related forward contracts	$ (26.4)	$ (1.6)

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		1 Months Ended	36 Months Ended	12 Months Ended	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	May 31, 2014	Dec. 31, 2009	Dec. 31, 2014	Sep. 30, 2015	Dec. 31, 2013
Commitments And Contingencies [Line Items]
Liability related to various legal matters	$ 16.9				$ 17.3
Legal And Regulatory Settlement Expense	0.2	0.4
State Attorneys General Initiating Investigation Number	9
Loss Contingency, Accrual, Current					11.0
Income tax expense (benefit)	62.6	(11.7)
Cash payments for income taxes	7.6	0.1
Commission Guarantees
Commitments And Contingencies [Line Items]
Liability for minimum commission guarantees	2.9
Maximum amount that could be paid under minimum commission guarantees	11.4
Weighted average remaining term	2 years 8 months 0 days
Minimum Commission Guarantees Amount Paid	0.1
Minimum Commission Guarantees Percentage Of Estimated Annual Amount Paid	2.00%
Goldman Sachs & Co.
Commitments And Contingencies [Line Items]
Legal And Regulatory Settlement Expense			4.4
Gain (Loss) Related to Litigation Settlement			13.0
Percentage ownership of common stock on diluted basis	14.00%
Internal Revenue Service (IRS) [Member]
Commitments And Contingencies [Line Items]
Cumulative Deductions For Net Securities Losses				900.0
Deductions In Dispute With IRS With Partial Settlements							186.9
Income tax expense (benefit)	63.7
Cash payments for income taxes	5.2
Residential mortgage-backed securities — agencies | Other asset-backed securities
Commitments And Contingencies [Line Items]
Gain (Loss) Related to Litigation Settlement					32.4
Scenario, Forecast [Member] | Internal Revenue Service (IRS) [Member]
Commitments And Contingencies [Line Items]
Cash payments for income taxes						$ 60.0

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
ASSETS
Cash and cash equivalents	$ 175.2	$ 250.6
Settlement Assets	3,535.9	3,533.6
Property and equipment, net	174.7	165.6
Goodwill	442.1	442.5
Other assets	251.0	249.9
Total assets	4,578.9	4,642.2
LIABILITIES
Payment service obligations	3,535.9	3,533.6
Debt	961.0	963.5
Pension and other postretirement benefits	123.2	125.7
Accounts payable and other liabilities	220.6	202.1
Total liabilities	4,840.7	4,824.9
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS’ DEFICIT
Common stock, $0.01 par value, 162,500,000 shares authorized, 58,823,567 shares issued at March 31, 2015 and December 31, 2014	0.6	0.6
Additional paid-in capital	986.8	982.8
Retained loss	(1,219.9)	(1,144.6)
Accumulated other comprehensive loss	(77.7)	(67.1)
Treasury stock: 5,629,285 and 5,734,338 shares at March 31, 2015 and December 31, 2014, respectively	(135.5)	(138.3)
Total stockholders’ deficit	(261.8)	(182.7)
Total liabilities and stockholders’ deficit	4,578.9	4,642.2
Series D Preferred Stock
STOCKHOLDERS’ DEFICIT
Participating Convertible Preferred Stock - Series D, $0.01 par value, 200,000 shares authorized, 71,282 issued at March 31, 2015 and December 31, 2014	$ 183.9	$ 183.9

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Fair Value Measurement (Assets and Liabilities Measured at Fair Value by Hierarchy Level) (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Financial assets:
Available-for-sale investments	$ 26.0	$ 27.1
Fair Value, Measurements, Recurring
Financial assets:
Residential mortgage-backed securities — agencies	13.5	14.5
Total financial assets	36.7	41.9
Other asset-backed securities
Financial assets:
Available-for-sale investments	12.5	12.6
Other asset-backed securities | Fair Value, Measurements, Recurring
Financial assets:
Available-for-sale investments	12.5	12.6
Investment related to deferred compensation trust | Fair Value, Measurements, Recurring
Financial assets:
Investment related to deferred compensation trust	10.3	10.0
Forward contracts | Fair Value, Measurements, Recurring
Financial assets:
Forward contracts	0.4	4.8
Financial liabilities:
Forward contracts	2.9	0.3
Level 1 | Fair Value, Measurements, Recurring
Financial assets:
Residential mortgage-backed securities — agencies	0	0
Total financial assets	10.3	10.0
Level 1 | Other asset-backed securities | Fair Value, Measurements, Recurring
Financial assets:
Available-for-sale investments	0	0
Level 1 | Investment related to deferred compensation trust | Fair Value, Measurements, Recurring
Financial assets:
Investment related to deferred compensation trust	10.3	10.0
Level 1 | Forward contracts | Fair Value, Measurements, Recurring
Financial assets:
Forward contracts	0	0
Financial liabilities:
Forward contracts	0	0
Level 2 | Fair Value, Measurements, Recurring
Financial assets:
Residential mortgage-backed securities — agencies	13.5	14.5
Total financial assets	13.9	19.3
Level 2 | Other asset-backed securities | Fair Value, Measurements, Recurring
Financial assets:
Available-for-sale investments	0	0
Level 2 | Investment related to deferred compensation trust | Fair Value, Measurements, Recurring
Financial assets:
Investment related to deferred compensation trust	0	0
Level 2 | Forward contracts | Fair Value, Measurements, Recurring
Financial assets:
Forward contracts	0.4	4.8
Financial liabilities:
Forward contracts	2.9	0.3
Level 3 | Fair Value, Measurements, Recurring
Financial assets:
Residential mortgage-backed securities — agencies	0	0
Total financial assets	12.5	12.6
Level 3 | Other asset-backed securities
Financial assets:
Available-for-sale investments	12.5	12.6
Level 3 | Other asset-backed securities | Fair Value, Measurements, Recurring
Financial assets:
Available-for-sale investments	12.5	12.6
Level 3 | Investment related to deferred compensation trust | Fair Value, Measurements, Recurring
Financial assets:
Investment related to deferred compensation trust	0	0
Level 3 | Forward contracts | Fair Value, Measurements, Recurring
Financial assets:
Forward contracts	0	0
Financial liabilities:
Forward contracts	$ 0	$ 0

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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Net holding gains arising during the period, tax (benefit) expense	$ 0	$ 0.5
Net change in pension liability, net of tax benefit	0.8	0.6
Unrealized foreign currency translation gains (losses), tax (benefit) expense	$ (6.9)	$ (0.6)

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Debt (Credit Agreement Quarterly Financial Covenants) (Detail)	3 Months Ended
	Mar. 31, 2015
Debt Instrument [Line Items]
Interest Coverage Minimum Ratio	6.04
Total Secured Leverage Not to Exceed	3.75
Through December 31, 2015
Debt Instrument [Line Items]
Interest Coverage Minimum Ratio	2.25
Total Secured Leverage Not to Exceed	4.75
January 1, 2016 through December 31, 2016
Debt Instrument [Line Items]
Interest Coverage Minimum Ratio	2.25
Total Secured Leverage Not to Exceed	4.25
January 1, 2017 through December 31, 2017
Debt Instrument [Line Items]
Interest Coverage Minimum Ratio	2.25
Total Secured Leverage Not to Exceed	3.75
January 1, 2018 through maturity
Debt Instrument [Line Items]
Interest Coverage Minimum Ratio	2.25
Total Secured Leverage Not to Exceed	3.5

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Summary of Minimum Future Rental Payments

The following table is a summary of the minimum future rental payments for all non-cancelable operating leases with an initial term of more than one year at March 31, 2015 (amounts in millions):

2015	$	11.1
2016	11.5
2017	9.5
2018	8.7
2019	8.2
Thereafter	17.6
Total	$	66.6

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Stockholders' Deficit Stockholders' Deficit Reclassified from AOCI (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
(Loss) income before income taxes	$ (9.4)	$ 27.3
Income tax expense (benefit)	(62.6)	11.7
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total gains, net of tax	1.2	(3.3)
Net unrealized gains on securities classified as available-for-sale, net of tax
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total gains, net of tax	0.2	4.3
Net unrealized gains on securities classified as available-for-sale, net of tax | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized gains on securities classified as available-for-sale, before tax	(0.2)	(4.8)
Tax expense, net	0	0.5
Total gains, net of tax	(0.2)	(4.3)
Pension and postretirement benefits adjustment, net of tax
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total gains, net of tax	(1.4)	(1.0)
Pension and postretirement benefits adjustment, net of tax | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total gains, net of tax	1.4	1.0
Prior service credits	(0.2)	(0.2)
Net actuarial losses	2.4	1.8
(Loss) income before income taxes	2.2	1.6
Income tax expense (benefit)	$ (0.8)	$ (0.6)

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Segment Information

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company’s reporting segments are primarily organized based on the nature of products and services offered and the type of consumer served. The Company has two reporting segments: Global Funds Transfer and Financial Paper Products. The Global Funds Transfer segment provides global money transfer services in more than 200 countries and territories. The Global Funds Transfer segment also provides bill payment services to consumers through substantially all of our money transfer agent and Company-operated locations in the U.S., Canada, Puerto Rico, and at certain agent locations in select Caribbean and European countries. The Financial Paper Products segment provides money orders to consumers through retail and financial institution locations in the U.S. and Puerto Rico, and provides official check services to financial institutions in the U.S. One of the Company’s agents for both the Global Funds Transfer segment and the Financial Paper Products segment accounted for 21 percentand27 percentof total revenue for thethree months ended March 31, 2015and2014, respectively.Excluded from the segments' operating income are interest and other expenses related to our credit agreement, certain pension and benefit obligation expenses, director deferred compensation plan expenses, executive severance and related costs and certain legal and corporate costs not related to the performance of the segments. Segment pre-tax operating income and segment operating margin are used to review segment performance and to allocate resources.

The following table is a summary of the total revenue by segment for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015		2014
Global Funds Transfer revenue:
Money transfer revenue	$	286.8	$	326.1
Bill payment revenue	25.5		25.6
Total Global Funds Transfer revenue	312.3		351.7
Financial Paper Products revenue:
Money order revenue	13.1		14.4
Official check revenue	5.2		8.8
Total Financial Paper Products revenue	18.3		23.2
Total revenue	$	330.6	$	374.9

The following table is a summary of the operating income by segment and detail of the (loss) income before income taxes for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Global Funds Transfer operating income	$	0.2		$	31.5
Financial Paper Products operating income	5.4			9.8
Total segment operating income	5.6			41.3
Other operating loss	(3.9		)	(4.3		)
Total operating income	1.7			37.0
Interest expense	(11.1		)	(9.7		)
(Loss) income before income taxes	$	(9.4	)	$	27.3

The following table sets forth the assets by segment as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015		December 31, 2014
Global Funds Transfer	$	1,875.8	$	1,858.3
Financial Paper Products	2,503.4		2,464.5
Other	199.7		319.4
Total assets	$	4,578.9	$	4,642.2

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Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

The following table is a reconciliation of the weighted-average amounts used in calculating (loss) earnings per share for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015	2014
Basic common shares outstanding	62.0	71.6
Shares related to stock options and restricted stock units	—	0.3
Diluted common shares outstanding	62.0	71.9

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following table summarizes the weighted-average potential common shares excluded from diluted (loss) earnings per common share, as their effect would be anti-dilutive, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015	2014
Shares related to stock options	3.7	3.5
Shares related to restricted stock units	2.7	1.2
Shares excluded from the computation	6.4	4.7

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Description of the Business and Basis of Presentation Description of the Business and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

Nature of Operations — MoneyGram offers products and services under its two reporting segments: Global Funds Transfer ("GFT") and Financial Paper Products ("FPP"). The GFT segment provides global money transfer services and bill payment services to consumers through a network of agent locations. The FPP segment provides official check outsourcing services and money orders through financial institutions and agent locations.

Basis of Presentation

Basis of Presentation — The accompanying unaudited consolidated financial statements of MoneyGram are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for future periods. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

As of December 31, 2014, we recast our Consolidated Balance Sheets to include the settlement cash and cash equivalents, receivables, net, interest-bearing investments and available-for-sale investments in a new balance sheet caption, entitled "Settlement assets," in an amount equal to "Payment service obligations." The historically reported assets in excess of payment service obligations are now presented as unrestricted "Cash and cash equivalents" on the Consolidated Balance Sheets. Prior year amounts have been reclassified to conform to current year presentation.

Similar presentation changes have been made on the prior year Consolidated Statement of Cash Flows to conform to current year presentation disclosing ending unrestricted "Cash and cash equivalents." In addition, we have recast the Consolidated Statements of Cash Flows to net the changes in Settlement assets and Payment service obligations in the operating section of the statement. Historically, investments used to settle payment service obligations were included in the investing section of the cash flow statement; however, settlement assets represent funds received or to be received from agents for unsettled money transfers, money orders and customer payments, the receipt of which creates an equal and offsetting settlement obligation for subsequent payment to the intended recipient. Settlement assets are segregated due to their restricted nature, as they are held for payout to customers and subject to restrictions by various U.S. state agencies and foreign jurisdictions pursuant to licensing requirements. Since "Settlement assets" and the related "Payment service obligations" fluctuate in equal amounts with another, they do not have a net impact on the Company’s cash flows.

Use of Estimates

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and assumptions are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.

Recently Issued Accounting Standards

Recent Accounting Pronouncements and Related Developments — In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, ("ASU 2015-02"). The new consolidation standard amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for the annual period ending after December 15, 2015, and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our financial position or results of operations.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. ASU 2015-03 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We do not believe that adoption of ASU 2015-03 will have a significant impact on our consolidated financial statements.

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Stock-Based Compensation (Summary of Stock Option Activity) (Detail) (Stock options, USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Stock options
Stock option activity
Shares, options outstanding, Beginning Balance	3,786,458
Shares, Forfeited/Expired	(176,977)
Shares, options outstanding, Ending Balance	3,609,481
Shares, Vested or expected to vest	3,493,519
Shares, Options exercisable	2,307,708
Weighted Average Exercise Price
Weighted average exercise price, Options outstanding, Beginning Balance (usd per share)	$ 19.57
Weighted-Average Exercise Price, Forfeited/Expired (usd per share)	$ 22.57
Weighted average exercise price, Options outstanding, Ending Balance (usd per share)	$ 19.42
Weight Average Exercise Price, Vested or expected to vest (usd per share)	$ 19.49
Weighted average exercise price, Options exercisable (usd per share)	$ 19.37
Additional Disclosures
Weighted-Average Remaining Contractual Term, Options outstanding	5 years 9 months 0 days	6 years 3 months 2 days
Weighted-Average Remaining Contractual Term, Vested or expected to vest	5 years 8 months 0 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years 0 months 0 days
Aggregate intrinsic value, Options outstanding	$ 0		$ 0
Aggregate intrinsic value, Options vested or expected to vest	0
Aggregate intrinsic value, Options exercisable	$ 0

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Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (72.0)	$ 39.0
Depreciation and amortization	14.8	13.1
Signing bonus amortization	14.6	11.8
Signing bonus payments	(44.0)	(4.9)
Amortization of debt discount and deferred financing costs	0.7	0.6
Non-cash compensation and pension expense	6.9	5.5
Change in other assets	20.2	(15.7)
Change in accounts payable and other liabilities	12.9	(14.4)
Other non-cash items, net	(0.1)	(5.4)
Net cash (used in) provided by operating activities	(46.0)	29.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(26.9)	(17.1)
Net cash used in investing activities	(26.9)	(17.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(2.5)	(2.1)
Proceeds from exercise of stock options	0	0.4
Net cash used in financing activities	(2.5)	(1.7)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(75.4)	10.8
CASH AND CASH EQUIVALENTS—Beginning of period	250.6	318.8
CASH AND CASH EQUIVALENTS—End of period	175.2	329.6
Supplemental Cash Flow Information [Abstract]
Cash payments for interest	10.4	9.1
Cash payments for income taxes	7.6	0.1
Change in accrued purchases of property and equipment	$ (1.0)	$ (5.2)

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	162,500,000	162,500,000
Common stock, shares issued	58,823,567	58,823,567
Treasury stock, shares	5,629,285	5,734,338
Series D Preferred Stock
Preferred Stock Par	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	200,000	200,000
Preferred Stock, Shares Issued	71,282	71,282

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Stockholders' Deficit

3 Months Ended

Mar. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

Stockholders’ Deficit

The following table is a summary of the Company’s authorized, issued and outstanding stock as ofMarch 31, 2015:

	D Stock			Common Stock			Treasury Stock
(Shares in thousands)	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding
March 31, 2015	200	71	71	162,500	58,824	53,195	(5,629	)

Common Stock — The holders of the Company's common stock are entitled to one vote per share on all matters to be voted upon by its stockholders. The holders of common stock have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The determination to pay dividends on common stock will be at the discretion of the Board of Directors and will depend on applicable laws and the Company’s financial condition, results of operations, cash requirements, prospects and such other factors as the Board of Directors may deem relevant. No dividends were paid in 2014. The Company’s ability to declare or pay dividends or distributions to the holders of the Company’s common stock is restricted under the Company’s 2013 Credit Agreement. No dividends were paid during the three months ended March 31, 2015.

Participation Agreement between the Investors and Wal-Mart Stores, Inc. — THL and Goldman Sachs (collectively, the "Investors") have a Participation Agreement with Wal-Mart Stores, Inc. (“Walmart”), under which the Investors are obligated to pay Walmart certain percentages of any accumulated cash payments received by the Investors in excess of the Investors’ original investment in the Company. While the Company is not a party to, and has no obligations to Walmart or additional obligations to the Investors under, the Participation Agreement, the Company must recognize the Participation Agreement in its consolidated financial statements as the Company indirectly benefits from the agreement. Any future payments by the Investors to Walmart may result in an expense that could be material to the Company’s financial position or results of operations, but would have no impact on the Company’s cash flows. As liquidity events are dependent on many external factors and uncertainties, the Company does not consider a liquidity event to be probable at this time for any Investors, and has not recognized any further liability or expense related to the Participation Agreement.

As a result of the transactions occurring on April 2, 2014 described below, the Investors made a payment of approximately $0.6 million to Walmart under the Participation agreement. As a result of these transactions, the Company recognized expense and a corresponding increase to additional paid-in capital. There were no payments under the Participation Agreement for the three months ended March 31, 2015.

Secondary Offering — On April 2, 2014, the Company completed an underwritten secondary public offering by the Investors of an aggregate of 9,200,000 shares of the Company’s common stock. As part of the transaction, the affiliates of Goldman Sachs converted an aggregate of 37,957 shares of Series D Participating Convertible Preferred Stock (the "D Stock") to 4,744,696 shares of common stock, which were sold as part of the transaction. The selling stockholders received all of the proceeds from the offering. Also on April 2, 2014, the Company completed the repurchase of 8,185,092 shares of common stock from the THL selling stockholders at a price of $16.25 per share. The Company funded the share repurchase with 130.0 million of the proceeds from its Tranche B-1 Term Loan Facility and cash.

Accumulated Other Comprehensive Loss — The following tables are a summary of the changes to "Accumulated other comprehensive loss" by component during the three months ended March 31,2015 and 2014:

(Amounts in millions)	Net unrealized gains on securities classified as available-for-sale, net of tax			Cumulative foreign currency translation adjustments, net of tax			Pension and postretirement benefits adjustment, net of tax			Total
December 31, 2014	$	11.2		$	(5.4	)	$	(72.9	)	$	(67.1	)
Other comprehensive loss before reclassification	0.3			(12.1		)	—			(11.8		)
Amounts reclassified from accumulated other comprehensive loss	(0.2		)	—			1.4			1.2
Net current period other comprehensive loss	0.1			(12.1		)	1.4			(10.6		)
March 31, 2015	$	11.3		$	(17.5	)	$	(71.5	)	$	(77.7	)

(Amounts in millions)	Net unrealized gains on securities classified as available-for-sale, net of tax			Cumulative foreign currency translation adjustments, net of tax			Pension and postretirement benefits adjustment, net of tax			Total
December 31, 2013	$	17.3		$	3.5		$	(53.8	)	$	(33.0	)
Other comprehensive income before reclassification	(0.1		)	(1.0		)	—			(1.1		)
Amounts reclassified from accumulated other comprehensive loss	(4.3		)	—			1.0			(3.3		)
Net current period other comprehensive income	(4.4		)	(1.0		)	1.0			(4.4		)
March 31, 2014	$	12.9		$	2.5		$	(52.8	)	$	(37.4	)

The following table is a summary of the significant amounts reclassified out of each component of "Accumulated other comprehensive loss" during the three months ended March 31,2015and 2014:

	Three Months Ended March 31,						Statement of Operations Location
(Amounts in millions)	2015			2014
Unrealized gains on securities classified as available-for-sale, before tax	$	(0.2	)	$	(4.8	)	"Investment revenue"
Tax expense, net	—			0.5
Total gains, net of tax	$	(0.2	)	$	(4.3	)
Pension and postretirement benefits adjustments:
Prior service credits	$	(0.2	)	$	(0.2	)	"Compensation and benefits"
Net actuarial losses	2.4			1.8			"Compensation and benefits"
Total before tax	2.2			1.6
Tax benefit, net	(0.8		)	(0.6		)
Total, net of tax	$	1.4		$	1.0
Total reclassified for the period, net of tax	$	1.2		$	(3.3	)

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 01, 2015
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Registrant Name	MONEYGRAM INTERNATIONAL INC
Entity Central Index Key	0001273931
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		53,197,934

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The following table is a summary of stock-based compensation expense for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015		2014
Expense recognized related to stock options	$	1.5	$	1.3
Expense recognized related to restricted stock units	2.5		1.8
Stock-based compensation expense	$	4.0	$	3.1

Stock Options — Option awards are granted with an exercise price equal to the closing market price of the Company’s common stock on the date of grant. All outstanding stock options contain certain forfeiture and non-compete provisions.

For purposes of determining the fair value of stock option awards, the Company uses the Black-Scholes single option pricing model for time-based and performance-based tranches.

The following table is a summary of the Company’s stock option activity for the three months endedMarch 31, 2015:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000,000)
Options outstanding at December 31, 2014	3,786,458		$	19.57	6.3 years	$	—
Forfeited/Expired	(176,977	)	22.57
Options outstanding at March 31, 2015	3,609,481		$	19.42	5.8 years	$	—
Vested or expected to vest at March 31, 2015	3,493,519		$	19.49	5.7 years	$	—
Options exercisable at March 31, 2015	2,307,708		$	19.37	5.0 years	$	—

For the three months ended March 31, 2015, the unrecognized stock option expense related to outstanding options was $8.8 million with a remaining weighted-average vesting period of 1.3 years.

Restricted Stock Units — For purposes of determining the fair value of restricted stock units and performance-based restricted stock units, the fair value is calculated based on the stock price at the time of grant. For performance-based restricted stock units, expense is recognized if achievement of the performance goal is deemed probable, with the amount of expense recognized based on the Company’s best estimate of the ultimate achievement level. The following table is a summary of the Company’s restricted stock unit activity for the three months endedMarch 31, 2015:

	Total Shares		Weighted Average Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000,000)
Restricted stock units outstanding at December 31, 2014	1,701,607		$	15.77	1.4 years	$	15.5
Granted	2,872,834		8.59
Vested and converted to shares	(155,109	)	20.05
Forfeited	(149,702	)	16.91
Restricted stock units outstanding at March 31, 2015	4,269,630		$	10.62	1.7 years	$	36.9

As of March 31, 2015, the Company’s outstanding restricted stock units had unrecognized compensation expense of $32.4 million. Unrecognized restricted stock unit expense and the remaining weighted-average vesting period are presented using the Company’s current estimate of achievement of performance goals. Unrecognized restricted stock unit expense as of March 31, 2015 under the minimum and maximum thresholds are $25.4 million and $32.4 million, respectively.

The grant-date fair value of restricted stock units vested was $3.1 million for the three months ended March 31, 2015 and $1.0 million for the three months endedMarch 31, 2014.

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Condensed Consolidating Financial Statements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2015
Condensed Consolidating Financial Statements [Abstract]
Percentage ownership in subsidiary for unconditional guarantee of debt securities	100.00%

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
REVENUE
Fee and other revenue	$ 327.7	$ 367.7
Investment revenue	2.9	7.2
Total revenue	330.6	374.9
OPERATING EXPENSES
Fee and other commissions expense	153.4	170.9
Investment commissions expense	0.1	0.1
Total commissions expense	153.5	171.0
Compensation and benefits	74.7	69.7
Transaction and operations support	70.4	71.3
Occupancy, equipment and supplies	15.5	12.8
Depreciation and amortization	14.8	13.1
Total operating expenses	328.9	337.9
OPERATING INCOME	1.7	37.0
OTHER EXPENSE
Interest expense	11.1	9.7
Total other expense	11.1	9.7
(Loss) income before income taxes	(9.4)	27.3
Income tax expense (benefit)	62.6	(11.7)
NET (LOSS) INCOME	$ (72.0)	$ 39.0
(LOSS) EARNINGS PER COMMON SHARE
Basic	$ (1.16)	$ 0.54
Diluted	$ (1.16)	$ 0.54
Weighted-average outstanding common shares and equivalents used in computing (loss) earnings per share
Basic	62.0	71.6
Diluted	62.0	71.9

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Fair Value Measurement

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Under the hierarchy, the highest priority is given to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), followed by observable inputs (Level 2) and unobservable inputs (Level 3). A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the Company’s valuation methodologies used to estimate the fair value for assets and liabilities:

Assets and liabilities that are measured at fair value on a recurring basis:

• Available-for-sale investments — For U.S. government agencies and residential mortgage-backed securities collateralized by U.S. government agency securities, fair value measures are generally obtained from independent sources, including a pricing service. Because market quotes are generally not readily available or accessible for these specific securities, the pricing service generally measures fair value through the use of pricing models and observable inputs for similar assets and market data. Accordingly, these securities are classified as Level 2 financial instruments. The Company periodically corroborates the valuations provided by the pricing service through internal valuations utilizing externally developed cash flow models, comparison to actual transaction prices for any sold securities and any broker quotes received on the same security.

For other asset–backed securities and investments in limited partnerships, market quotes are generally not available. The Company will utilize a broker quote to measure market value, if available. Because the inputs and assumptions that brokers use to develop prices are unobservable, most valuations that are based on brokers' quotes are classified as Level 3. If no broker quote is available, the Company will utilize a fair value measurement from a pricing service. The pricing service utilizes pricing models based on market observable data and indices, such as quotes for comparable securities, yield curves, default indices, interest rates and historical prepayment speeds. Observability of market inputs to the valuation models used for pricing certain of the Company's investments has deteriorated with the disruption to the credit markets as overall liquidity and trading activity in these sectors has been substantially reduced. Accordingly, other asset-backed securities valued using third party pricing models are classified as Level 3.

• Derivative financial instruments — Derivatives consist of forward contracts to manage income statement exposure to foreign currency exchange risk arising from the Company’s assets and liabilities denominated in foreign currencies. The Company’s forward contracts are well-established products, allowing the use of standardized models with market-based inputs. These models do not contain a high level of subjectivity and the inputs are readily observable. Accordingly, the Company has classified its forward contracts as Level 2 financial instruments. See Note 6 — Derivative Financial Instruments for additional disclosure on the Company's forward contracts.

• Deferred compensation — The assets associated with the deferred compensation plan that are funded through voluntary contributions by the Company consist of investments in money market securities and mutual funds. These investments were classified as Level 1 as there are quoted market prices for these funds.

The following tables summarize the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of March 31, 2015 and December 31, 2014:

	Fair Value at March 31, 2015
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities — agencies	$	—	$	13.5	$	—	$	13.5
Other asset-backed securities	—		—		12.5		12.5
Investment related to deferred compensation trust	10.3		—		—		10.3
Forward contracts	—		0.4		—		0.4
Total financial assets	$	10.3	$	13.9	$	12.5	$	36.7
Financial liabilities:
Forward contracts	$	—	$	2.9	$	—	$	2.9

	Fair Value at December 31, 2014
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities — agencies	$	—	$	14.5	$	—	$	14.5
Other asset-backed securities	—		—		12.6		12.6
Investment related to deferred compensation trust	10.0		—		—		10.0
Forward contracts	—		4.8		—		4.8
Total financial assets	$	10.0	$	19.3	$	12.6	$	41.9
Financial liabilities:
Forward contracts	$	—	$	0.3	$	—	$	0.3

The following table is a summary of the unobservable inputs used in the valuation of other asset-backed securities classified as Level 3 as of March 31, 2015 and December 31, 2014:

			March 31, 2015				December 31, 2014
(Amounts in millions, except net average price)	Unobservable Input	Pricing Source	Market Value		NetAverage Price (1)		Market Value		Net Average Price (1)
Alt-A	Price	Third party pricing service	$	—	$	80.05	$	0.1	$	80.75
Home Equity	Price	Third party pricing service	0.1		30.53		0.1		30.37
Indirect Exposure — High Grade	Price	Third party pricing service	8.4		21.71		8.3		21.64
Indirect Exposure — Mezzanine	Price	Third party pricing service	1.2		1.48		1.1		1.11
Indirect Exposure — Mezzanine	Price	Broker	1.1		1.04		1.3		1.52
Other	Net Asset Value	Third party pricing service	1.7		8.95		1.7		9.15
Total			$	12.5	$	3.74	$	12.6	$	3.72

⁽¹⁾ Net average price is per $100.00

The following table provides a roll-forward of the other asset-backed securities classified as Level 3, which are measured at fair value on a recurring basis, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Beginning balance	$	12.6		$	20.6
Principal paydowns	(0.1		)	(3.8		)
Change in unrealized gains	—			(1.2		)
Ending balance	$	12.5		$	15.6

Realized gains and losses and other-than-temporary impairments related to these available-for-sale investment securities are reported in the "Net securities gains" line in the Consolidated Statements of Operations while unrealized gains and losses related to available-for-sale securities are recorded in "Accumulated other comprehensive loss" in the stockholders' deficit section of the Consolidated Balance Sheets. There were no other-than-temporary impairments during the three months ended March 31, 2015 and 2014, respectively.

Assets and liabilities that are disclosed at fair value —Debt and interest-bearing investments are carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The fair value of debt is estimated using an observable market quotation (Level 2). The following table is a summary of fair value and carrying value of debt as of March 31,2015 and December 31, 2014:

	Fair Value				Carrying Value
(Amounts in millions)	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
Senior secured credit facility	$	904.5	$	884.0	$	961.0	$	963.5

The carrying amounts for the Company's cash and cash equivalents, settlement cash and cash equivalents and the interest-bearing investments approximate fair value as of March 31, 2015 and December 31, 2014.

Assets and liabilities measured at fair value on a non-recurring basis —Assets and liabilities that are measured at fair value on a non-recurring basis relate primarily to the Company's tangible fixed assets, goodwill and other intangible assets, which are re-measured only in the event of an impairment. No impairments of fixed assets, goodwill and other intangible assets were recorded during the three months ended March 31, 2015 and 2014.

Fair value re-measurements are normally based on significant unobservable inputs (Level 3). Tangible and intangible asset fair values are derived using accepted valuation methodologies. If it is determined an impairment has occurred, the carrying value of the asset is reduced to fair value with a corresponding charge to the "Other expense" line in the Consolidated Statements of Operations.

The Company also records the investments in its defined benefit pension plan ("the Pension Plan") trust at fair value. The majority of the Pension Plan’s investments are common collective trusts held by the Pension Plan’s trustee. The fair values of the Pension Plan's investments are determined by the trustee based on the current market values of the underlying assets. In instances where market prices are not available, market values are determined by using bid quotations obtained from major market makers or security exchanges or bid quotations for identical or similar obligations. See Note 11 — Pension and Other Benefits in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for additional disclosure of investments held by the Pension Plan.

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Settlement Assets and Payment Service Obligations

3 Months Ended

Mar. 31, 2015

Disclosure Settlement Assets in Excess of Payment Service Obligations [Abstract]

Settlement Assets and Payment Service Obligations

Settlement Assets and Payment Service Obligations

Settlement assets represent funds received or to be received from agents for unsettled money transfers, money orders and consumer payments. The Company records corresponding payment service obligations relating to amounts payable under money transfers, money orders and consumer payment service arrangements. Settlement assets consist of cash and cash equivalents, receivables and investments. Payment service obligations primarily consist of: outstanding payment instruments; amounts owed to financial institutions for funds paid to the Company to cover clearings of official check payment instruments, remittances and clearing adjustments; amounts owed to agents for funds paid to consumers on behalf of the Company; commissions owed to financial institution customers and agents for instruments sold; amounts owed to investment brokers for purchased securities; and unclaimed instruments owed to various jurisdictions. These obligations are recognized by the Company at the time the underlying transactions occur.

The following table summarizes the amount of Settlement assets and Payment service obligations at March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Settlement assets:
Settlement cash and cash equivalents	$	1,699.1		$	1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
	3,535.9			3,533.6
Payment service obligations	$	(3,535.9	)	$	(3,533.6	)

The Company was in compliance with its contractual and financial regulatory requirements as of March 31, 2015 and December 31, 2014. See Note 7 — Debt for additional disclosure in regards to the Company's compliance with its contractual and financial requirements.

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Condensed Consolidating Financial Statements

3 Months Ended

Mar. 31, 2015

Condensed Consolidating Financial Statements [Abstract]

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

In the event the Company offers debt securities pursuant to an effective registration statement on Form S-3, these debt securities may be guaranteed by certain of its subsidiaries. Accordingly, the Company is providing condensed consolidating financial information in accordance with the Securities and Exchange Commission ("SEC") Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. If the Company issues debt securities, the following 100 percent directly or indirectly owned subsidiaries could fully and unconditionally guarantee the debt securities on a joint and several basis: MoneyGram Payment Systems Worldwide, Inc.; MoneyGram Payment Systems, Inc.; and MoneyGram of New York LLC (collectively, the “Guarantors”).

The following information represents condensed, consolidating Balance Sheets as of March 31, 2015 and December 31, 2014, along with condensed, consolidating Statements of Operations and Statements of Cash Flows for the three months ended March 31, 2015 and 2014. The condensed, consolidating financial information presents financial information in separate columns for MoneyGram International, Inc. on a Parent-only basis carrying its investment in subsidiaries under the equity method; Guarantors on a combined basis, carrying investments in subsidiaries that are not expected to guarantee the debt (collectively, the “Non-Guarantors”) under the equity method; Non-Guarantors on a combined basis; and eliminating entries. The eliminating entries primarily reflect intercompany transactions, such as accounts receivable and payable, fee revenue and commissions expense and the elimination of equity investments and income in subsidiaries.

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2.1		$	126.7	$	46.4	$	—		$	175.2
Settlement assets	—			3,458.7		77.2		—			3,535.9
Property and equipment, net	—			154.4		20.3		—			174.7
Goodwill	—			315.3		126.8		—			442.1
Other assets	21.8			222.2		40.3		(33.3		)	251.0
Equity investments in subsidiaries	13.9			200.1		—		(214.0		)	—
Intercompany receivables	689.7			6.2		6.2		(702.1		)	—
Total assets	$	727.5		$	4,483.6	$	317.2	$	(949.4	)	$	4,578.9
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	$	—		$	3,491.9	$	44.0	$	—		$	3,535.9
Debt	961.0			—		—		—			961.0
Pension and other postretirement benefits	—			123.2		—		—			123.2
Accounts payable and other liabilities	28.3			159.6		66.0		(33.3		)	220.6
Intercompany liabilities	—			695.0		7.1		(702.1		)	—
Total liabilities	989.3			4,469.7		117.1		(735.4		)	4,840.7
Total stockholders’ (deficit) equity	(261.8		)	13.9		200.1		(214.0		)	(261.8		)
Total liabilities and stockholders’ (deficit) equity	$	727.5		$	4,483.6	$	317.2	$	(949.4	)	$	4,578.9

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2.1		$	92.0	$	156.5	$	—		$	250.6
Settlement assets	—			3,494.4		39.2		—			3,533.6
Property and equipment, net	—			143.3		22.3		—			165.6
Goodwill	—			315.3		127.2		—			442.5
Other assets	22.4			253.3		36.4		(62.2		)	249.9
Equity investments in subsidiaries	102.2			206.2		—		(308.4		)	—
Intercompany receivables	692.4			51.5		—		(743.9		)	—
Total assets	$	819.1		$	4,556.0	$	381.6	$	(1,114.5	)	$	4,642.2
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Payment service obligations	$	—		$	3,500.4	$	33.2	$	—		$	3,533.6
Debt	963.5			—		—		—			963.5
Pension and other postretirement benefits	—			125.7		—		—			125.7
Accounts payable and other liabilities	38.3			128.0		98.0		(62.2		)	202.1
Intercompany liabilities	—			699.7		44.2		(743.9		)	—
Total liabilities	1,001.8			4,453.8		175.4		(806.1		)	4,824.9
Total stockholders’ (deficit) equity	(182.7		)	102.2		206.2		(308.4		)	(182.7		)
Total liabilities and stockholders’ (deficit) equity	$	819.1		$	4,556.0	$	381.6	$	(1,114.5	)	$	4,642.2

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
REVENUE
Fee and other revenue	$	—		$	440.1		$	95.7		$	(208.1	)	$	327.7
Investment revenue	—			2.9			—			—			2.9
Total revenue	—			443.0			95.7			(208.1		)	330.6
OPERATING EXPENSES
Fee and other commissions expense	—			295.3			41.9			(183.8		)	153.4
Investment commissions expense	—			0.1			—			—			0.1
Total commissions expense	—			295.4			41.9			(183.8		)	153.5
Compensation and benefits	—			48.6			26.1			—			74.7
Transaction and operations support	0.3			79.0			15.4			(24.3		)	70.4
Occupancy, equipment and supplies	—			11.2			4.3			—			15.5
Depreciation and amortization	—			11.9			2.9			—			14.8
Total operating expenses	0.3			446.1			90.6			(208.1		)	328.9
OPERATING (LOSS) INCOME	(0.3		)	(3.1		)	5.1			—			1.7
OTHER EXPENSE
Interest expense	11.1			—			—			—			11.1
Total other expense	11.1			—			—			—			11.1
(Loss) income before income taxes	(11.4		)	(3.1		)	5.1			—			(9.4		)
Income tax (benefit) expense	(4.0		)	66.1			0.5			—			62.6
(Loss) income after income taxes	(7.4		)	(69.2		)	4.6			—			(72.0		)
Equity income (loss) in subsidiaries	(64.6		)	4.6			—			60.0			—
NET (LOSS) INCOME	(72.0		)	(64.6		)	4.6			60.0			(72.0		)
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(10.6		)	(10.6		)	(14.6		)	25.2			(10.6		)
COMPREHENSIVE (LOSS) INCOME	$	(82.6	)	$	(75.2	)	$	(10.0	)	$	85.2		$	(82.6	)

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
REVENUE
Fee and other revenue	$	—		$	405.5		$	75.3		$	(113.1	)	$	367.7
Investment revenue	—			7.2			—			—			7.2
Total revenue	—			412.7			75.3			(113.1		)	374.9
OPERATING EXPENSES
Fee and other commissions expense	—			208.8			43.4			(81.3		)	170.9
Investment commissions expense	—			0.1			—			—			0.1
Total commissions expense	—			208.9			43.4			(81.3		)	171.0
Compensation and benefits	—			52.7			17.0			—			69.7
Transaction and operations support	2.0			87.8			13.3			(31.8		)	71.3
Occupancy, equipment and supplies	—			9.4			3.4			—			12.8
Depreciation and amortization	—			9.6			3.5			—			13.1
Total operating expenses	2.0			368.4			80.6			(113.1		)	337.9
OPERATING (LOSS) INCOME	(2.0		)	44.3			(5.3		)	—			37.0
OTHER EXPENSE
Interest expense	9.7			—			—			—			9.7
Total other expense	9.7			—			—			—			9.7
(Loss) income before income taxes	(11.7		)	44.3			(5.3		)	—			27.3
Income tax benefit	(4.1		)	(7.6		)	—			—			(11.7		)
(Loss) income after income taxes	(7.6		)	51.9			(5.3		)	—			39.0
Equity income (loss) in subsidiaries	46.6			(5.3		)	—			(41.3		)	—
NET INCOME (LOSS)	39.0			46.6			(5.3		)	(41.3		)	39.0
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(4.4		)	(2.4		)	0.9			1.5			(4.4		)
COMPREHENSIVE INCOME (LOSS)	$	34.6		$	44.2		$	(4.4	)	$	(39.8	)	$	34.6

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(13.1	)	$	32.9		$	(65.8	)	$	—		$	(46.0	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(25.9		)	(1.0		)	—			(26.9		)
Dividend from subsidiary	12.9			—			—			(12.9		)	—
Intercompany financing	2.7			43.3			—			(46.0		)	—
Net cash provided by (used in) investing activities	15.6			17.4			(1.0		)	(58.9		)	(26.9		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on debt	(2.5		)	—			—			—			(2.5		)
Dividend to parent	—			(12.9		)	—			12.9			—
Intercompany financings	—			(2.7		)	(43.3		)	46.0			—
Net cash (used in) provided by financing activities	(2.5		)	(15.6		)	(43.3		)	58.9			(2.5		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	—			34.7			(110.1		)	—			(75.4		)
CASH AND CASH EQUIVALENTS—Beginning of period	2.1			92.0			156.5			—			250.6
CASH AND CASH EQUIVALENTS—End of period	$	2.1		$	126.7		$	46.4		$	—		$	175.2

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(14.2	)	$	66.6		$	(22.8	)	$	—		$	29.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net of disposals	—			(17.1		)	—			—			(17.1		)
Capital contribution from subsidiary guarantors	11.3			—			—			(11.3		)	—
Intercompany financing	4.9			—			—			(4.9		)	—
Net cash provided by (used in) investing activities	16.2			(17.1		)	—			(16.2		)	(17.1		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on debt	(2.1		)	—			—			—			(2.1		)
Proceeds from exercise of stock options	0.4			—			—			—			0.4
Dividend to parent	—			(11.3		)	—			11.3			—
Intercompany financing	—			(4.9		)	—			4.9			—
Net cash (used in) provided by financing activities	(1.7		)	(16.2		)	—			16.2			(1.7		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	0.3			33.3			(22.8		)	—			10.8
CASH AND CASH EQUIVALENTS—Beginning of period	1.7			224.9			92.2			—			318.8
CASH AND CASH EQUIVALENTS—End of period	$	2.0		$	258.2		$	69.4		$	—		$	329.6

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For the three months ended March 31, 2015, although the Company recognized a pre-tax loss of $9.4 million, tax expense of $62.6 million was recorded primarily as a result of the court decision related to the IRS matter discussed in more detail in Note 12 — Commitments and Contingencies. For the three months ended March 31, 2014, the Company had $11.7 million of income tax benefit on pre-tax income of $27.3 million which included reductions of uncertain tax positions of prior years.

In the first quarter of 2015, the IRS completed its examination of the Company’s consolidated income tax returns for the tax years 2011 through 2013 and issued a Revenue Agent Report (“RAR”) that included disallowing $100.0 million of deductions related to payments the Company made to the United States government in connection with the Deferred Prosecution Agreement with the U.S. Attorney’s Office for the Middle District of Pennsylvania and the Asset Forfeiture and Money Laundering Section of the Criminal Division of the Department of Justice. The Company disagrees with the adjustments in the RAR and has filed a protest letter so that the issue will be considered by the IRS Appeals Division. As of March 31, 2015, the Company has recognized a cumulative income tax benefit of approximately $23.3 million related to these deductions. The Company continues to believe that the amounts recorded in its consolidated financial statements reflect the cumulatively probable outcome of this matter.

Unrecognized tax benefits are recorded in “Accounts payable and other liabilities” in the Consolidated Balance Sheets. The following table is a summary of unrecognized tax benefits as of March 31, 2015:

(Amounts in millions)
Balance at December 31, 2014	$	31.7
Additions based on tax positions related to prior years	1.5
Reductions for tax positions of prior years	(1.0		)
Balance at March 31, 2015	$	32.2

As of March 31, 2015 and December 31, 2014, the liability for unrecognized tax benefits was $32.2 million and $31.7 million, respectively, which could impact the effective tax rate if recognized. The Company accrues interest and penalties for unrecognized tax benefits through “Income tax expense (benefit)” in the Consolidated Statements of Operations. For the three months ended March 31, 2015 and 2014, the Company's accrual for interest and penalties increased by $0.2 million and decreased by $0.1 million, respectively. As of March 31, 2015 and December 31, 2014, the Company had a liability of $2.8 million and $2.6 million, respectively, for interest and penalties related to its unrecognized tax benefits. As of March 31, 2015, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax positions over the next 12 months.

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Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Debt

Debt

The following is a summary of the Company’s outstanding debt at March 31, 2015 and activity since December 31, 2014:

(Amounts in millions)	Senior secured credit facility
Balance at December 31, 2014	$	963.5
Payments	(2.5		)
Balance at March 31, 2015	$	961.0
Weighted average interest rate	4.25		%

2013 Credit Agreement — On March 28, 2013, the Company, as borrower, entered into an Amended and Restated Credit Agreement (the "2013 Credit Agreement") with Bank of America, N.A. ("BOA"), as administrative agent, the financial institutions party thereto as lenders and the other agents party thereto. The 2013 Credit Agreement provides for (i) a senior secured five-year revolving credit facility up to an aggregate principal amount of $125.0 million (the "Revolving Credit Facility") and (ii) a senior secured seven-year term loan facility of $850.0 million (the "Term Credit Facility"). The proceeds of the Term Credit Facility were used to repay in full all outstanding indebtedness under the $540.0 million Credit Agreement with BOA, as Administrative Agent, and the lenders party thereto (the "2011 Credit Agreement"), to purchase all of the outstanding second lien notes held by Goldman Sachs & Co. (“Goldman Sachs”), to pay certain costs, fees and expenses relating to the 2013 Credit Agreement and the purchase of the second lien notes and also used for general corporate purposes. The Revolving Credit Facility includes a sub-facility that permits the Company to request the issuance of letters of credit up to an aggregate amount of $50.0 million, with borrowings available for general corporate purposes.

On April 2, 2014, the Company, as borrower, entered into a First Incremental Amendment and Joinder Agreement (the "Incremental Agreement") with BOA, as administrative agent, and various lenders. The Incremental Agreement provided for (a) a tranche under the term loan facility in an aggregate principal amount of $130.0 million (the "Tranche B-1 Term Loan Facility") to be made available to the Company under the 2013 Credit Agreement, (b) an increase in the Revolving Credit Facility under the 2013 Credit Agreement from $125.0 million to $150.0 million and (c) certain other amendments to the 2013 Credit Agreement including, without limitation, (i) amendments to certain of the conditions precedent with respect to these incremental borrowings, (ii) an increase in the maximum secured leverage ratio with which the Company is required to comply as of the last day of each fiscal quarter, and (iii) amendments to permit the Company to borrow up to $300.0 million under the facility for share repurchases exclusively from affiliates of Thomas H. Lee Partners L.P. ("THL") and Goldman Sachs. The Company borrowed $130.0 million under the Tranche B-1 Term Loan Facility on April 2, 2014, and the proceeds were used to fund a portion of the share repurchases from THL reducing the remaining limit for such purchases to $170.0 million. See Note 9 — Stockholders' Deficit for additional disclosure on the share repurchase.

The 2013 Credit Agreement is secured by substantially all of the non-financial assets of the Company and its material domestic subsidiaries that guarantee the payment and performance of the Company’s obligations under the 2013 Credit Agreement.

The Company may elect an interest rate under the 2013 Credit Agreement at each reset period based on the BOA prime bank rate or the Eurodollar rate. The interest rate election may be made individually for the Term Credit Facility and each draw under the Revolving Credit Facility. The interest rate will be either the “alternate base rate” (calculated in part based on the BOA prime rate) plus either 200 or 225 basis points (depending on the Company's secured leverage ratio or total leverage ratio, as applicable, at such time) or the Eurodollar rate plus either 300 or 325 basis points (depending on the Company's secured leverage ratio or total leverage ratio, as applicable, at such time). In connection with the initial funding under the 2013 Credit Agreement, the Company elected the Eurodollar rate as its primary interest basis. Under the terms of the 2013 Credit Agreement, the minimum interest rate applicable to Eurodollar borrowings under the Term Credit Facility is 100 basis points plus the applicable margins previously referred to in this paragraph.

Fees on the daily unused availability under the Revolving Credit Facility are 50 basis points. As of March 31, 2015, the Company had no outstanding letters of credit or borrowings under the Revolving Credit Facility, leaving $150.0 million of availability thereunder.

Debt Covenants and Other Restrictions — Borrowings under the 2013 Credit Agreement are subject to various limitations that restrict the Company’s ability to: incur additional indebtedness; create or incur additional liens; effect mergers and consolidations; make certain acquisitions or investments; sell assets or subsidiary stock; pay dividends and other restricted payments; and effect loans, advances and certain other transactions with affiliates. In addition, the Revolving Credit Facility has covenants that place limitations on the use of proceeds from borrowings under the facility.

The Company is required to maintain asset coverage (as defined in the 2013 Credit Agreement) greater than its payment service obligations. Assets used in the determination of the asset coverage covenant are cash and cash equivalents and settlement assets. Our cash and cash equivalents balance as of March 31, 2015 represents the excess of assets over our payment service obligation in determining asset coverage.

The following table shows the components of our assets in excess of payment service obligations used for the asset coverage calculation as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Cash and cash equivalents	$	175.2		$	250.6
Settlement assets:
Settlement cash and cash equivalents	1,699.1			1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
Total settlement assets	3,535.9			3,533.6
Total cash and cash equivalents and settlement assets	3,711.1			3,784.2
Payment service obligations	(3,535.9		)	(3,533.6		)
Assets in excess of payment service obligations	$	175.2		$	250.6

The 2013 Credit Agreement also has quarterly financial covenants to maintain the following interest coverage and total secured leverage ratios:

	Interest Coverage Minimum Ratio	Total Secured Leverage Not to Exceed
Through December 31, 2015	2.25:1	4.750:1
January 1, 2016 through December 31, 2016	2.25:1	4.250:1
January 1, 2017 through December 31, 2017	2.25:1	3.750:1
January 1, 2018 through maturity	2.25:1	3.500:1

At March 31, 2015, the Company was in compliance with its financial covenants: our Interest Coverage ratio was 6.04 and our Total Secured Leverage ratio was 3.752. We continuously monitor our compliance with our debt covenants.

Deferred Financing Costs — The Company capitalized financing costs in "Other assets" in the Consolidated Balance Sheets and amortizes them over the term of the related debt using the effective interest method. Amortization is recorded in “Interest expense” in the Consolidated Statements of Operations. The Company amortized $0.7 million of deferred financing costs during the three months ended March 31, 2015.

Interest Paid in Cash — The Company paid $10.4 million and $9.1 million of interest for the three months ended March 31, 2015 and 2014, respectively.

Maturities — At March 31, 2015, debt totaling $912.6 million will mature in 2020, while debt principal totaling $49.0 million will be paid quarterly in increments of approximately $2.5 million through 2020. Any borrowings under the Revolving Credit facility will mature in 2018.

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Pensions and Other Benefits (Net Periodic Benefit Expense) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Defined Benefit Pension Plan And Supplemental Executive Retirement Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 2.6	$ 2.7
Expected return on plan assets	(1.8)	(1.8)
Recognized net actuarial loss	2.3	1.7
Net periodic benefit income	3.1	2.6
Postretirement benefit plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	(0.2)	(0.2)
Recognized net actuarial loss	0.1	0.1
Net periodic benefit income	$ (0.1)	$ (0.1)

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Investment Portfolio

3 Months Ended

Mar. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Investment Portfolio

Investment Portfolio

The Company’s portfolio is invested in cash and cash equivalents, interest-bearing investments and available-for-sale investments as described in Note 2 — Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The following table shows the components of the investment portfolio as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015		December 31, 2014
Cash	$	1,866.4	$	1,898.1
Money market securities	7.9		9.8
Cash and cash equivalents (1)	1,874.3		1,907.9
Interest-bearing investments	1,089.0		1,091.6
Available-for-sale investments	26.0		27.1
Total investment portfolio	$	2,989.3	$	3,026.6

⁽¹⁾ For purposes of the discussion of the investment portfolio as a whole, the cash and cash equivalents balance includes settlement cash and cash equivalents.

Cash and Cash Equivalents — Cash and cash equivalents consist of interest-bearing deposit accounts, non-interest bearing transaction accounts and money market securities. The Company’s money market securities are invested in two funds, each of which is AAA rated and consists of U.S. Treasury bills, notes or other obligations issued or guaranteed by the U.S. government and its agencies, as well as repurchase agreements secured by such instruments.

Interest-bearing Investments — Interest-bearing investments consist of time deposits and certificates of deposit with maturities of up to 24 months, and are issued from financial institutions rated A- or better as of March 31, 2015.

Available-for-sale Investments — Available-for-sale investments consist of mortgage-backed securities and other asset-backed securities. The following table is a summary of the amortized cost and fair value of available-for-sale investments as of March 31, 2015:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Net Average Price(1)
(Amounts in millions, except net average price)
Residential mortgage-backed securities — agencies	$	12.2	$	1.3	$	—	$	13.5	$	111.76
Other asset-backed securities	3.0		9.5		—		12.5		3.74
Total	$	15.2	$	10.8	$	—	$	26.0	$	7.50

⁽¹⁾ Net average price is per $100.00

The following table is a summary of the amortized cost and fair value of available-for-sale investments as of December 31, 2014:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Net Average Price(1)
(Amounts in millions, except net average price)
Residential mortgage-backed securities — agencies	$	13.2	$	1.3	$	—	$	14.5	$	110.25
Other asset-backed securities	3.1		9.5		—		12.6		3.72
Total	$	16.3	$	10.8	$	—	$	27.1	$	8.04

⁽¹⁾ Net average price is per $100.00

At March 31, 2015 and December 31, 2014, 52 percent and 54 percent, respectively, of the available-for-sale portfolio were invested in U.S. government agency residential mortgage-backed securities. These securities have the implicit backing of the U.S. government, and the Company expects to receive full par value upon maturity or pay-down, as well as all interest payments. Included in other asset-backed securities are collateralized debt obligations backed primarily by high-grade debt, mezzanine equity tranches of collateralized debt obligations and home equity loans, along with private equity investments, as summarized in Note 4 — Fair Value Measurement. The other asset-backed securities continue to have market exposure, and this risk is factored into the fair value estimates of the Company, with the average price of an asset-backed security at $0.04 per dollar of par value at March 31, 2015.

Gains and Losses and Other-than-temporary Impairments — At March 31, 2015 and December 31, 2014, net unrealized gains of $11.3 million and $11.2 million, respectively, were included in the Consolidated Balance Sheets in "Accumulated other comprehensive loss."

Investment Ratings — In rating the securities in its investment portfolio, the Company uses ratings from Moody’s Investor Service (“Moody’s”), Standard & Poors (“S&P”) and Fitch Ratings (“Fitch”). If the rating agencies have split ratings, the Company uses the highest two out of three ratings across the rating agencies for disclosure purposes. If none of the rating agencies have the same rating, the Company uses the lowest rating across the agencies for disclosure purposes. Securities issued, or backed by U.S. government agencies, are included in the AAA rating category. Investment grade is defined as a security having a Moody’s equivalent rating of Aaa, Aa, A or Baa or an S&P or Fitch equivalent rating of AAA, AA, A or BBB. The Company’s investments consisted of the following ratings as of March 31, 2015 and December 31, 2014:

	March 31, 2015					December 31, 2014
	Number of Securities	Fair Value		Percent of Investments		Number of Securities	Fair Value		Percent of Investments
(Dollars in millions)
Investment grade	13	$	13.4	52	%	13	$	14.3	53	%
Below investment grade	43	12.6		48	%	44	12.8		47	%
Total	56	$	26.0	100	%	57	$	27.1	100	%

Had the Company used the lowest rating from the rating agencies in the information presented above, there would be no change to the classifications in the above table as of March 31, 2015 and December 31, 2014, respectively.

Contractual Maturities — Actual maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations, sometimes without call or prepayment penalties. Maturities of mortgage-backed and other asset-backed securities depend on the repayment characteristics and experience of the underlying obligations.

Fair Value Determination —The Company uses various sources of pricing for its fair value estimates of its available-for-sale portfolio. The percentage of the portfolio for which the various pricing sources were used is as follows at both March 31, 2015 and December 31, 2014: 95 percent used a third party pricing service and five percent used broker pricing.

Assessment of Unrealized Losses —The Company had no unrealized losses in its available-for-sale portfolio at March 31, 2015 and December 31, 2014.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The Company uses forward contracts to manage its foreign currency needs and foreign currency exchange risk arising from its assets and liabilities denominated in foreign currencies. While these contracts may mitigate certain foreign currency risk, they are not designated as hedges for accounting purposes. The “Transaction and operations support” line in the Consolidated Statements of Operations and the "Net cash (used in) provided by operating activities" line in the Consolidated Statements of Cash Flows include the following (gains) losses related to assets and liabilities denominated in foreign currencies, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Net realized foreign currency losses	$	24.4		$	1.7
Net gains from the related forward contracts	(26.4		)	(1.6		)
Net (gains) losses from foreign currency transactions and related forward contracts	$	(2.0	)	$	0.1

As of March 31, 2015 and December 31, 2014, the Company had $132.7 million and $242.5 million, respectively, of outstanding notional amounts relating to its forward contracts. As of March 31, 2015 and December 31, 2014, the Company reflects the following fair values of derivative forward contract instruments in its Consolidated Balance Sheets:

		Gross Amount of Recognized Assets				Gross Amount of Offset						Net Amount of Assets Presented in the Consolidated Balance Sheets
	Balance Sheet Location	March 31, 2015		December 31, 2014		March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014
(Amounts in millions)
Forward contracts	Other assets	$	1.0	$	5.3	$	(0.6	)	$	(0.5	)	$	0.4	$	4.8

		Gross Amount of Recognized Liabilities						Gross Amount of Offset				Net Amount of Liabilities Presented in the Consolidated Balance Sheets
	Balance Sheet Location	March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014		March 31, 2015			December 31, 2014
(Amounts in millions)
Forward contracts	Accounts payable and other liabilities	$	(3.5	)	$	(0.8	)	$	0.6	$	0.5	$	(2.9	)	$	(0.3	)

The Company's forward contracts are primarily executed with counterparties governed by International Swaps and Derivatives Association agreements that generally include standard netting arrangements. Hence, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity.

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Pensions and Other Benefits

3 Months Ended

Mar. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Pensions and Other Benefits

Pensions and Other Benefits

The following table is a summary of net periodic benefit expense for the Company’s Pension Plan and combined supplemental executive retirement plans (“SERPs”), for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Interest cost	$	2.6		$	2.7
Expected return on plan assets	(1.8		)	(1.8		)
Recognized net actuarial loss	2.3			1.7
Net periodic benefit expense	$	3.1		$	2.6

The Company made contributions to the Pension Plan of $2.0 million for the three months ended March 31, 2015 and 2014, respectively. Contributions made to the combined SERPs were $1.3 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively.

The following table is a summary of net periodic benefit income for the Company’s postretirement medical benefit plans, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Amortization of prior service credit	$	(0.2	)	$	(0.2	)
Recognized net actuarial loss	0.1			0.1
Net periodic benefit income	$	(0.1	)	$	(0.1	)

In January 2015, the Company announced a voluntary pension buyout program. Under the program, eligible deferred vested participants have the one-time choice of electing to receive a lump-sum settlement of their remaining pension benefit. Refer to "Liquidity and Capital Resources" in Item 2 of this Quarterly Report on Form 10-Q for additional discussion.

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Stockholders' Deficit (Components of Accumulated Other Comprehensive Loss) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance			$ (67.1)
Ending Balance	(77.7)		(67.1)
Net unrealized gains on securities classified as available-for-sale, net of tax
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	11.2	17.3
Other comprehensive loss before reclassification	0.3	(0.1)
Amounts reclassified from accumulated other comprehensive loss	(0.2)	(4.3)
Net current period other comprehensive loss	0.1	(4.4)
Ending Balance	11.3	12.9
Cumulative foreign currency translation adjustments, net of tax
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(5.4)	3.5
Other comprehensive loss before reclassification	(12.1)	(1.0)
Amounts reclassified from accumulated other comprehensive loss	0	0
Net current period other comprehensive loss	(12.1)	(1.0)
Ending Balance	(17.5)	2.5
Pension and postretirement benefits adjustment, net of tax
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(72.9)	(53.8)
Other comprehensive loss before reclassification	0	0
Amounts reclassified from accumulated other comprehensive loss	1.4	1.0
Net current period other comprehensive loss	1.4	1.0
Ending Balance	(71.5)	(52.8)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(67.1)	(33.0)
Other comprehensive loss before reclassification	(11.8)	(1.1)
Amounts reclassified from accumulated other comprehensive loss	1.2	(3.3)
Net current period other comprehensive loss	(10.6)	(4.4)
Ending Balance	$ (77.7)	$ (37.4)

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Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stock options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	$ 8.8
Weighted-Average Remaining Contractual Term	1 year 3 months 0 days
Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation expense	32.4
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	3.1	1.0
Minimum | Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation expense	25.4
Maximum | Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation expense	$ 32.4

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Stockholders' Deficit - Additional Information (Detail) (USD $)	0 Months Ended	3 Months Ended
	Apr. 02, 2014	Mar. 31, 2015 vote	Apr. 02, 2014
Common stock votes per share (in votes)		1
Dividends, Common Stock, Cash		$ 0
Capital contribution from investors	600,000	0
Conversion of Stock, Shares Converted	37,957
Stock Repurchased During Period, Shares	8,185,092
Share Price	$ 16.25		$ 16.25
Common Stock
Common Shares offered in Secondary Public Offering	9,200,000		9,200,000
Preferred Stock
Conversion of Stock, Shares Converted	4,744,696
2013 Credit Agreement | TrancheB1TermLoanFacilityDue2020 [Domain]
Debt Instrument, Face Amount	$ 130,000,000		$ 130,000,000

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Income Taxes Unrecognized tax benefit rollforward (Tables)

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Unrecognized Tax Benefits Roll Forward

The following table is a summary of unrecognized tax benefits as of March 31, 2015:

(Amounts in millions)
Balance at December 31, 2014	$	31.7
Additions based on tax positions related to prior years	1.5
Reductions for tax positions of prior years	(1.0		)
Balance at March 31, 2015	$	32.2

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Investment Portfolio (Available for Sale Investments) (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015 netaverageprice	Dec. 31, 2014 netaverageprice
Investment [Line Items]
Amortized Cost	$ 15.2	$ 16.3
Gross Unrealized Gains	10.8	10.8
Gross Unrealized Losses	0	0
Available-for-sale Securities	26.0	27.1
Net Average Price (in dollars per share)	7.50	8.04
Net average price basis	$ 100.00	$ 100.00
Residential mortgage-backed securities — agencies
Investment [Line Items]
Amortized Cost	12.2	13.2
Gross Unrealized Gains	1.3	1.3
Gross Unrealized Losses	0	0
Available-for-sale Securities	13.5	14.5
Net Average Price (in dollars per share)	111.76	110.25
Other asset-backed securities
Investment [Line Items]
Amortized Cost	3.0	3.1
Gross Unrealized Gains	9.5	9.5
Gross Unrealized Losses	0	0
Available-for-sale Securities	$ 12.5	$ 12.6
Net Average Price (in dollars per share)	3.74	3.72

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Earnings per Common Share

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings per Common Share

For all periods in which it is outstanding, the D Stock is included in the weighted-average number of common shares outstanding utilized to calculate basic earnings per common share because the D Stock is deemed a common stock equivalent. Diluted earnings per common share reflects the potential dilution that could result if securities or incremental shares arising out of the Company’s stock-based compensation plans were exercised or converted into common stock. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method.

The following table is a reconciliation of the weighted-average amounts used in calculating (loss) earnings per share for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015	2014
Basic common shares outstanding	62.0	71.6
Shares related to stock options and restricted stock units	—	0.3
Diluted common shares outstanding	62.0	71.9

Potential common shares are excluded from the computation of diluted (loss) earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period. The following table summarizes the weighted-average potential common shares excluded from diluted (loss) earnings per common share, as their effect would be anti-dilutive, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015	2014
Shares related to stock options	3.7	3.5
Shares related to restricted stock units	2.7	1.2
Shares excluded from the computation	6.4	4.7

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Settlement Assets and Payment Service Obligations (Tables)

3 Months Ended

Mar. 31, 2015

Disclosure Settlement Assets in Excess of Payment Service Obligations [Abstract]

Settlement Assets and Payment Service Obligations

The following table summarizes the amount of Settlement assets and Payment service obligations at March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Settlement assets:
Settlement cash and cash equivalents	$	1,699.1		$	1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
	3,535.9			3,533.6
Payment service obligations	$	(3,535.9	)	$	(3,533.6	)

The following table shows the components of our assets in excess of payment service obligations used for the asset coverage calculation as of March 31, 2015 and December 31, 2014:

(Amounts in millions)	March 31, 2015			December 31, 2014
Cash and cash equivalents	$	175.2		$	250.6
Settlement assets:
Settlement cash and cash equivalents	1,699.1			1,657.3
Receivables, net	721.8			757.6
Interest-bearing investments	1,089.0			1,091.6
Available-for-sale investments	26.0			27.1
Total settlement assets	3,535.9			3,533.6
Total cash and cash equivalents and settlement assets	3,711.1			3,784.2
Payment service obligations	(3,535.9		)	(3,533.6		)
Assets in excess of payment service obligations	$	175.2		$	250.6

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Investment Portfolio (Components of Investment Portfolio) (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Investments, Debt and Equity Securities [Line Items]
Cash	$ 1,866.4	$ 1,898.1
Money market securities	7.9	9.8
Cash and cash equivalents (1)	175.2	250.6	329.6	318.8
Interest-bearing investments	1,089.0	1,091.6
Available-for-sale Securities	26.0	27.1
Total investment portfolio	2,989.3	3,026.6
Other Investments
Investments, Debt and Equity Securities [Line Items]
Cash and cash equivalents (1)	$ 1,874.3	$ 1,907.9

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Reorganization and Restructuring Costs Restructuring Costs (Details) (2014 Global Transformation Program, Operating Expense, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Restructuring Cost and Reserve [Line Items]
Cumulative restructuring expenses incurred to date in operating expenses	$ 18.7
Estimated additional expenses to be incurred	1.8
Total restructuring costs incurred and to be incurred	20.5
Severance, outplacement and related benefits
Restructuring Cost and Reserve [Line Items]
Cumulative restructuring expenses incurred to date in operating expenses	16.8
Estimated additional expenses to be incurred	1.6
Total restructuring costs incurred and to be incurred	18.4
Other Expense
Restructuring Cost and Reserve [Line Items]
Cumulative restructuring expenses incurred to date in operating expenses	1.9
Estimated additional expenses to be incurred	0.2
Total restructuring costs incurred and to be incurred	$ 2.1

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
NET (LOSS) INCOME	$ (72.0)	$ 39.0
OTHER COMPREHENSIVE LOSS
Net change in unrealized holding gains on available-for-sale securities arising during the period, net of tax expense of $0.0 and $0.5	0.1	(4.4)
Net change in pension liability, net of tax benefit of $0.8 and $0.6	1.4	1.0
Unrealized foreign currency translation adjustments, net of tax benefit $6.9 and $0.6	(12.1)	(1.0)
Other comprehensive loss	(10.6)	(4.4)
COMPREHENSIVE (LOSS) INCOME	$ (82.6)	$ 34.6

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Reorganization and Restructuring Costs

3 Months Ended

Mar. 31, 2015

Restructuring and Related Activities [Abstract]

Reorganization and Restructuring Costs

Reorganization and Restructuring Costs

In the first quarter of 2014, the Company announced the implementation of a global transformation program (the "2014 Global Transformation Program"), which includes certain reorganization and restructuring activities centered around facilities and headcount rationalization, system efficiencies and headcount right-shoring and outsourcing. The Company projects that the reorganization and restructuring activities will conclude at or near the end of the 2015 fiscal year. The activities include employee termination benefits and other costs which qualify as restructuring activities as defined by ASC 420, Exit or Disposal Cost Obligations ("ASC 420"), as well as certain reorganization activities related to the relocation of various operations to existing or new Company facilities and third party providers which are outside the scope of ASC 420. The following figures are the Company’s estimates and are subject to change as the 2014 Global Transformation Program continues to be implemented.

The following table is a roll-forward of the restructuring costs accrual related to the 2014 Global Transformation Program as of March 31, 2015:

(Amounts in millions)	Severance, Outplacement and Related Benefits			Other (1)		Total
Balance, December 31, 2014	$	12.6		$	0.7	$	13.3
Expenses	2.2			0.2		2.4
Cash payments	(3.0		)	—		(3.0		)
Balance, March 31, 2015	$	11.8		$	0.9	$	12.7

⁽¹⁾ Other primarily relates to expenses for facilities relocation and professional fees. Such costs are expensed as incurred.

The following table is a summary of the cumulative restructuring costs incurred to date in operating expenses and the estimated remaining restructuring costs to be incurred for the 2014 Global Transformation Program as of March 31, 2015:

(Amounts in millions)	Severance, Outplacement and Related Benefits		Other (1)		Total
Restructuring costs
Cumulative restructuring expenses incurred to date in operating expenses	$	16.8	$	1.9	$	18.7
Estimated additional restructuring expenses to be incurred	1.6		0.2		1.8
Total restructuring costs incurred and to be incurred	$	18.4	$	2.1	$	20.5

⁽¹⁾ Other primarily relates to expenses for facilities relocation and professional fees. Such costs are expensed as incurred.

The following table summarizes the reorganization and restructuring costs recorded for the three months ended March 31, 2015:

(Amounts in millions)	Three Months Ended March 31, 2015
Restructuring costs in operating expenses:
Compensation and benefits	$	2.2
Transaction and operations support	0.2
Total restructuring costs in operating expenses	2.4
Reorganization costs in operating expenses:
Compensation and benefits	4.0
Transaction and operations support	2.7
Occupancy, equipment and supplies	0.8
Total reorganization costs in operating expenses	7.5
Total reorganization and restructuring costs	$	9.9

The following table is a summary of restructuring expenses related to the 2014 Global Transformation Program incurred by reportable segment:

(Amounts in millions)	GFT		FPP		Other		Total
First quarter 2015	$	2.2	$	0.2	$	—	$	2.4
Total cumulative expenses incurred to date in operating expenses	$	16.1	$	1.9	$	0.7	$	18.7
Total estimated additional expenses to be incurred	1.6		0.2		—		1.8
Total restructuring expenses	$	17.7	$	2.1	$	0.7	$	20.5

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Debt Debt (Settlement Assets and Payment Service Obligations) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure (Settlement Assets and Payment Service Obligations) [Abstract]
Cash and cash equivalents	$ 175.2	$ 250.6	$ 329.6	$ 318.8
Settlement cash and cash equivalents	1,699.1	1,657.3
Receivables, net	721.8	757.6
Interest-bearing investments	1,089.0	1,091.6
Available-for-sale investments	26.0	27.1
Settlement Assets	3,535.9	3,533.6
Total cash and cash equivalents and settlement assets	3,711.1	3,784.2
Payment service obligations	(3,535.9)	(3,533.6)
Assets in excess of payment service obligations	$ 175.2	$ 250.6

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Condensed Consolidating Financial Statements - Condensed, Consolidating Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
REVENUE
Fee and other revenue	$ 327.7	$ 367.7
Investment revenue	2.9	7.2
Total revenue	330.6	374.9
OPERATING EXPENSES
Fee and other commissions expense	153.4	170.9
Investment commissions expense	0.1	0.1
Total commissions expense	153.5	171.0
Compensation and benefits	74.7	69.7
Transaction and operations support	70.4	71.3
Occupancy, equipment and supplies	15.5	12.8
Depreciation and amortization	14.8	13.1
Total operating expenses	328.9	337.9
OPERATING INCOME	1.7	37.0
OTHER EXPENSE
Interest expense	11.1	9.7
Total other expense	11.1	9.7
(Loss) income before income taxes	(9.4)	27.3
Income tax (benefit) expense	62.6	(11.7)
(Loss) income after income taxes	(72.0)	39.0
Equity income (loss) in subsidiaries	0	0
NET (LOSS) INCOME	(72.0)	39.0
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(10.6)	(4.4)
COMPREHENSIVE (LOSS) INCOME	(82.6)	34.6
Parent
REVENUE
Fee and other revenue	0	0
Investment revenue	0	0
Total revenue	0	0
OPERATING EXPENSES
Fee and other commissions expense	0	0
Investment commissions expense	0	0
Total commissions expense	0	0
Compensation and benefits	0	0
Transaction and operations support	0.3	2.0
Occupancy, equipment and supplies	0	0
Depreciation and amortization	0	0
Total operating expenses	0.3	2.0
OPERATING INCOME	(0.3)	(2.0)
OTHER EXPENSE
Interest expense	11.1	9.7
Total other expense	11.1	9.7
(Loss) income before income taxes	(11.4)	(11.7)
Income tax (benefit) expense	(4.0)	(4.1)
(Loss) income after income taxes	(7.4)	(7.6)
Equity income (loss) in subsidiaries	(64.6)	46.6
NET (LOSS) INCOME	(72.0)	39.0
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(10.6)	(4.4)
COMPREHENSIVE (LOSS) INCOME	(82.6)	34.6
Subsidiary Guarantors
REVENUE
Fee and other revenue	440.1	405.5
Investment revenue	2.9	7.2
Total revenue	443.0	412.7
OPERATING EXPENSES
Fee and other commissions expense	295.3	208.8
Investment commissions expense	0.1	0.1
Total commissions expense	295.4	208.9
Compensation and benefits	48.6	52.7
Transaction and operations support	79.0	87.8
Occupancy, equipment and supplies	11.2	9.4
Depreciation and amortization	11.9	9.6
Total operating expenses	446.1	368.4
OPERATING INCOME	(3.1)	44.3
OTHER EXPENSE
Interest expense	0	0
Total other expense	0	0
(Loss) income before income taxes	(3.1)	44.3
Income tax (benefit) expense	66.1	(7.6)
(Loss) income after income taxes	(69.2)	51.9
Equity income (loss) in subsidiaries	4.6	(5.3)
NET (LOSS) INCOME	(64.6)	46.6
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(10.6)	(2.4)
COMPREHENSIVE (LOSS) INCOME	(75.2)	44.2
Non-Guarantors
REVENUE
Fee and other revenue	95.7	75.3
Investment revenue	0	0
Total revenue	95.7	75.3
OPERATING EXPENSES
Fee and other commissions expense	41.9	43.4
Investment commissions expense	0	0
Total commissions expense	41.9	43.4
Compensation and benefits	26.1	17.0
Transaction and operations support	15.4	13.3
Occupancy, equipment and supplies	4.3	3.4
Depreciation and amortization	2.9	3.5
Total operating expenses	90.6	80.6
OPERATING INCOME	5.1	(5.3)
OTHER EXPENSE
Interest expense	0	0
Total other expense	0	0
(Loss) income before income taxes	5.1	(5.3)
Income tax (benefit) expense	0.5	0
(Loss) income after income taxes	4.6	(5.3)
Equity income (loss) in subsidiaries	0	0
NET (LOSS) INCOME	4.6	(5.3)
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(14.6)	0.9
COMPREHENSIVE (LOSS) INCOME	(10.0)	(4.4)
Eliminations
REVENUE
Fee and other revenue	(208.1)	(113.1)
Investment revenue	0	0
Total revenue	(208.1)	(113.1)
OPERATING EXPENSES
Fee and other commissions expense	(183.8)	(81.3)
Investment commissions expense	0	0
Total commissions expense	(183.8)	(81.3)
Compensation and benefits	0	0
Transaction and operations support	(24.3)	(31.8)
Occupancy, equipment and supplies	0	0
Depreciation and amortization	0	0
Total operating expenses	(208.1)	(113.1)
OPERATING INCOME	0	0
OTHER EXPENSE
Interest expense	0	0
Total other expense	0	0
(Loss) income before income taxes	0	0
Income tax (benefit) expense	0	0
(Loss) income after income taxes	0	0
Equity income (loss) in subsidiaries	60.0	(41.3)
NET (LOSS) INCOME	60.0	(41.3)
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	25.2	1.5
COMPREHENSIVE (LOSS) INCOME	$ 85.2	$ (39.8)

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Stock-Based Compensation (Summary of Restricted Stock Unit Activity) (Detail) (Restricted Stock Units (RSUs) [Member], USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 8 months 0 days	1 year 5 months 0 days
Aggregate Intrinsic Value	$ 36.9	$ 15.5
Equity Instruments Other than Options, Nonvested, Number of Shares
Restricted stock units outstanding, beginning balance	1,701,607
Granted	2,872,834
Vested	(155,109)
Forfeited	(149,702)
Restricted stock units outstanding, ending balance	4,269,630	1,701,607
Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Restricted stock units outstanding (usd per share)	$ 15.77
Granted (usd per share)	$ 8.59
Vested (usd per share)	$ 20.05
Forfeited (usd per share)	$ 16.91
Restricted stock units outstanding (usd per share)	$ 10.62	$ 15.77

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Financial assets measured at fair value by hierarchy level

The following tables summarize the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of March 31, 2015 and December 31, 2014:

	Fair Value at March 31, 2015
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities — agencies	$	—	$	13.5	$	—	$	13.5
Other asset-backed securities	—		—		12.5		12.5
Investment related to deferred compensation trust	10.3		—		—		10.3
Forward contracts	—		0.4		—		0.4
Total financial assets	$	10.3	$	13.9	$	12.5	$	36.7
Financial liabilities:
Forward contracts	$	—	$	2.9	$	—	$	2.9

	Fair Value at December 31, 2014
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities — agencies	$	—	$	14.5	$	—	$	14.5
Other asset-backed securities	—		—		12.6		12.6
Investment related to deferred compensation trust	10.0		—		—		10.0
Forward contracts	—		4.8		—		4.8
Total financial assets	$	10.0	$	19.3	$	12.6	$	41.9
Financial liabilities:
Forward contracts	$	—	$	0.3	$	—	$	0.3

Summary of unobservable inputs used in other asset-backed securities classified as Level 3

The following table is a summary of the unobservable inputs used in the valuation of other asset-backed securities classified as Level 3 as of March 31, 2015 and December 31, 2014:

			March 31, 2015				December 31, 2014
(Amounts in millions, except net average price)	Unobservable Input	Pricing Source	Market Value		NetAverage Price (1)		Market Value		Net Average Price (1)
Alt-A	Price	Third party pricing service	$	—	$	80.05	$	0.1	$	80.75
Home Equity	Price	Third party pricing service	0.1		30.53		0.1		30.37
Indirect Exposure — High Grade	Price	Third party pricing service	8.4		21.71		8.3		21.64
Indirect Exposure — Mezzanine	Price	Third party pricing service	1.2		1.48		1.1		1.11
Indirect Exposure — Mezzanine	Price	Broker	1.1		1.04		1.3		1.52
Other	Net Asset Value	Third party pricing service	1.7		8.95		1.7		9.15
Total			$	12.5	$	3.74	$	12.6	$	3.72

⁽¹⁾ Net average price is per $100.00

Roll-forward of other asset-backed securities

The following table provides a roll-forward of the other asset-backed securities classified as Level 3, which are measured at fair value on a recurring basis, for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
(Amounts in millions)	2015			2014
Beginning balance	$	12.6		$	20.6
Principal paydowns	(0.1		)	(3.8		)
Change in unrealized gains	—			(1.2		)
Ending balance	$	12.5		$	15.6

Fair value and carrying value of debt

The following table is a summary of fair value and carrying value of debt as of March 31,2015 and December 31, 2014:

	Fair Value				Carrying Value
(Amounts in millions)	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
Senior secured credit facility	$	904.5	$	884.0	$	961.0	$	963.5

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Earnings per Common Share (Detail) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Basic common shares outstanding	62.0	71.6
Shares related to stock options and restricted stock units	0	0.3
Diluted common shares outstanding	62.0	71.9

XML

Condensed Consolidating Financial Statements (Tables)

3 Months Ended

Mar. 31, 2015

Condensed Consolidating Financial Statements [Abstract]

CONDENSED, CONSOLIDATING BALANCE SHEETS

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2.1		$	126.7	$	46.4	$	—		$	175.2
Settlement assets	—			3,458.7		77.2		—			3,535.9
Property and equipment, net	—			154.4		20.3		—			174.7
Goodwill	—			315.3		126.8		—			442.1
Other assets	21.8			222.2		40.3		(33.3		)	251.0
Equity investments in subsidiaries	13.9			200.1		—		(214.0		)	—
Intercompany receivables	689.7			6.2		6.2		(702.1		)	—
Total assets	$	727.5		$	4,483.6	$	317.2	$	(949.4	)	$	4,578.9
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Payment service obligations	$	—		$	3,491.9	$	44.0	$	—		$	3,535.9
Debt	961.0			—		—		—			961.0
Pension and other postretirement benefits	—			123.2		—		—			123.2
Accounts payable and other liabilities	28.3			159.6		66.0		(33.3		)	220.6
Intercompany liabilities	—			695.0		7.1		(702.1		)	—
Total liabilities	989.3			4,469.7		117.1		(735.4		)	4,840.7
Total stockholders’ (deficit) equity	(261.8		)	13.9		200.1		(214.0		)	(261.8		)
Total liabilities and stockholders’ (deficit) equity	$	727.5		$	4,483.6	$	317.2	$	(949.4	)	$	4,578.9

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2.1		$	92.0	$	156.5	$	—		$	250.6
Settlement assets	—			3,494.4		39.2		—			3,533.6
Property and equipment, net	—			143.3		22.3		—			165.6
Goodwill	—			315.3		127.2		—			442.5
Other assets	22.4			253.3		36.4		(62.2		)	249.9
Equity investments in subsidiaries	102.2			206.2		—		(308.4		)	—
Intercompany receivables	692.4			51.5		—		(743.9		)	—
Total assets	$	819.1		$	4,556.0	$	381.6	$	(1,114.5	)	$	4,642.2
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Payment service obligations	$	—		$	3,500.4	$	33.2	$	—		$	3,533.6
Debt	963.5			—		—		—			963.5
Pension and other postretirement benefits	—			125.7		—		—			125.7
Accounts payable and other liabilities	38.3			128.0		98.0		(62.2		)	202.1
Intercompany liabilities	—			699.7		44.2		(743.9		)	—
Total liabilities	1,001.8			4,453.8		175.4		(806.1		)	4,824.9
Total stockholders’ (deficit) equity	(182.7		)	102.2		206.2		(308.4		)	(182.7		)
Total liabilities and stockholders’ (deficit) equity	$	819.1		$	4,556.0	$	381.6	$	(1,114.5	)	$	4,642.2

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
REVENUE
Fee and other revenue	$	—		$	440.1		$	95.7		$	(208.1	)	$	327.7
Investment revenue	—			2.9			—			—			2.9
Total revenue	—			443.0			95.7			(208.1		)	330.6
OPERATING EXPENSES
Fee and other commissions expense	—			295.3			41.9			(183.8		)	153.4
Investment commissions expense	—			0.1			—			—			0.1
Total commissions expense	—			295.4			41.9			(183.8		)	153.5
Compensation and benefits	—			48.6			26.1			—			74.7
Transaction and operations support	0.3			79.0			15.4			(24.3		)	70.4
Occupancy, equipment and supplies	—			11.2			4.3			—			15.5
Depreciation and amortization	—			11.9			2.9			—			14.8
Total operating expenses	0.3			446.1			90.6			(208.1		)	328.9
OPERATING (LOSS) INCOME	(0.3		)	(3.1		)	5.1			—			1.7
OTHER EXPENSE
Interest expense	11.1			—			—			—			11.1
Total other expense	11.1			—			—			—			11.1
(Loss) income before income taxes	(11.4		)	(3.1		)	5.1			—			(9.4		)
Income tax (benefit) expense	(4.0		)	66.1			0.5			—			62.6
(Loss) income after income taxes	(7.4		)	(69.2		)	4.6			—			(72.0		)
Equity income (loss) in subsidiaries	(64.6		)	4.6			—			60.0			—
NET (LOSS) INCOME	(72.0		)	(64.6		)	4.6			60.0			(72.0		)
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(10.6		)	(10.6		)	(14.6		)	25.2			(10.6		)
COMPREHENSIVE (LOSS) INCOME	$	(82.6	)	$	(75.2	)	$	(10.0	)	$	85.2		$	(82.6	)

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
REVENUE
Fee and other revenue	$	—		$	405.5		$	75.3		$	(113.1	)	$	367.7
Investment revenue	—			7.2			—			—			7.2
Total revenue	—			412.7			75.3			(113.1		)	374.9
OPERATING EXPENSES
Fee and other commissions expense	—			208.8			43.4			(81.3		)	170.9
Investment commissions expense	—			0.1			—			—			0.1
Total commissions expense	—			208.9			43.4			(81.3		)	171.0
Compensation and benefits	—			52.7			17.0			—			69.7
Transaction and operations support	2.0			87.8			13.3			(31.8		)	71.3
Occupancy, equipment and supplies	—			9.4			3.4			—			12.8
Depreciation and amortization	—			9.6			3.5			—			13.1
Total operating expenses	2.0			368.4			80.6			(113.1		)	337.9
OPERATING (LOSS) INCOME	(2.0		)	44.3			(5.3		)	—			37.0
OTHER EXPENSE
Interest expense	9.7			—			—			—			9.7
Total other expense	9.7			—			—			—			9.7
(Loss) income before income taxes	(11.7		)	44.3			(5.3		)	—			27.3
Income tax benefit	(4.1		)	(7.6		)	—			—			(11.7		)
(Loss) income after income taxes	(7.6		)	51.9			(5.3		)	—			39.0
Equity income (loss) in subsidiaries	46.6			(5.3		)	—			(41.3		)	—
NET INCOME (LOSS)	39.0			46.6			(5.3		)	(41.3		)	39.0
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(4.4		)	(2.4		)	0.9			1.5			(4.4		)
COMPREHENSIVE INCOME (LOSS)	$	34.6		$	44.2		$	(4.4	)	$	(39.8	)	$	34.6

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(13.1	)	$	32.9		$	(65.8	)	$	—		$	(46.0	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(25.9		)	(1.0		)	—			(26.9		)
Dividend from subsidiary	12.9			—			—			(12.9		)	—
Intercompany financing	2.7			43.3			—			(46.0		)	—
Net cash provided by (used in) investing activities	15.6			17.4			(1.0		)	(58.9		)	(26.9		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on debt	(2.5		)	—			—			—			(2.5		)
Dividend to parent	—			(12.9		)	—			12.9			—
Intercompany financings	—			(2.7		)	(43.3		)	46.0			—
Net cash (used in) provided by financing activities	(2.5		)	(15.6		)	(43.3		)	58.9			(2.5		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	—			34.7			(110.1		)	—			(75.4		)
CASH AND CASH EQUIVALENTS—Beginning of period	2.1			92.0			156.5			—			250.6
CASH AND CASH EQUIVALENTS—End of period	$	2.1		$	126.7		$	46.4		$	—		$	175.2

MONEYGRAM INTERNATIONAL, INC.

CONDENSED, CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Amounts in millions)	Parent			Subsidiary Guarantors			Non-Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(14.2	)	$	66.6		$	(22.8	)	$	—		$	29.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net of disposals	—			(17.1		)	—			—			(17.1		)
Capital contribution from subsidiary guarantors	11.3			—			—			(11.3		)	—
Intercompany financing	4.9			—			—			(4.9		)	—
Net cash provided by (used in) investing activities	16.2			(17.1		)	—			(16.2		)	(17.1		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on debt	(2.1		)	—			—			—			(2.1		)
Proceeds from exercise of stock options	0.4			—			—			—			0.4
Dividend to parent	—			(11.3		)	—			11.3			—
Intercompany financing	—			(4.9		)	—			4.9			—
Net cash (used in) provided by financing activities	(1.7		)	(16.2		)	—			16.2			(1.7		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	0.3			33.3			(22.8		)	—			10.8
CASH AND CASH EQUIVALENTS—Beginning of period	1.7			224.9			92.2			—			318.8
CASH AND CASH EQUIVALENTS—End of period	$	2.0		$	258.2		$	69.4		$	—		$	329.6

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Operating Leases — The following table is a summary of the minimum future rental payments for all non-cancelable operating leases with an initial term of more than one year at March 31, 2015 (amounts in millions):

2015	$	11.1
2016	11.5
2017	9.5
2018	8.7
2019	8.2
Thereafter	17.6
Total	$	66.6

Minimum Commission Guarantees — In limited circumstances as an incentive to new or renewing agents, the Company may grant minimum commission guarantees for a specified period of time at a contractually specified amount. Under the guarantees, the Company will pay to the agent the difference between the contractually specified minimum commission and the actual commissions earned by the agent. Expenses related to the guarantee are recognized in the “Fee and other commissions expense” line in the Consolidated Statements of Operations.

As of March 31, 2015, the liability for minimum commission guarantees was $2.9 million and the maximum amount that could be paid under the minimum commission guarantees was $11.4 million over a weighted-average remaining term of 2.7 years. The maximum payment is calculated as the contractually guaranteed minimum commission multiplied by the remaining term of the contract and, therefore, assumes that the agent generates no money transfer transactions during the remainder of its contract. However, under the terms of certain agent contracts, the Company may terminate the contract if the projected or actual volume of transactions falls beneath a contractually specified amount. Minimum commission guarantees paid during the three months endedMarch 31, 2015 were $0.1 million, or two percent, of the estimated maximum payment for the year.

Legal Proceedings — The matters set forth below are subject to uncertainties and outcomes that are not predictable. The Company accrues for these matters as any resulting losses become probable and can be reasonably estimated. Further, the Company maintains insurance coverage for many claims and litigation alleged. In relation to various legal matters, including those described below, the Company had $16.9 million and $17.3 million of liability recorded in the “Accounts payable and other liabilities” line in the Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, respectively. A charge of $0.2 million and $0.4 million, were recorded in the “Transaction and operations support” line in the Consolidated Statements of Operations during the three months endedMarch 31, 2015 and 2014, respectively, for legal proceedings.

Litigation Commenced Against the Company:

Class Action Securities Litigation -On April 15, 2015, a putative securities class action lawsuit was filed in the Superior Court of the State of Delaware, County of New Castle, against MoneyGram, all of its directors, certain of its executive officers, THL, Goldman Sachs and the underwriters of the secondary public offering of the Company’s common stock that closed on April 2, 2014 (the “2014 Offering”). The lawsuit was brought by the Iron Workers District Council of New England Pension Fund seeking to represent a class consisting of all purchasers of the Company’s common stock pursuant and/or traceable to the Company’s registration statement and prospectus, and all documents incorporated by reference therein, issued in connection with the 2014 Offering. The lawsuit alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 due to allegedly false and misleading statements in connection with the 2014 Offering and seeks unspecified damages and other relief.

The Company believes that the claims are without merit and intends to vigorously defend itself against the lawsuit.

Other Matters — The Company is involved in various other claims and litigation that arise from time to time in the ordinary course of the Company's business. Management does not believe that after final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations and cash flows.

Government Investigations

State Civil Investigative Demands — MoneyGram has received Civil Investigative Demands from a working group of nine state attorneys general who have initiated an investigation into whether the Company took adequate steps to prevent consumer fraud during the period from 2007 to 2014. The Civil Investigative Demands seek information and documents relating to the Company’s procedures designed to prevent fraudulent transfers and consumer complaint information. MoneyGram has cooperated fully with the attorneys general in this matter and submitted the information and documents requested. No claims have been filed against MoneyGram in connection with this investigation and the Company has denied any wrongful conduct. The Company is currently in discussions with the attorneys general to resolve any allegations that they might assert.

Taking into account our discussions with the attorneys general, as of December 31, 2014, we have accrued $11.0 million for estimated loss exposure in connection with such investigation. As of March 31, 2015, there was no change in the amount accrued. Any estimate of a loss contingency involves judgments based upon currently available information and assumptions believed to be reasonable and is subject to uncertainties. There may be an exposure to losses in excess of any amounts accrued, and any actual loss may vary from the current estimate.

Other Matters — The Company is involved in various other government inquiries and other matters that arise from time to time. Management does not believe that after final disposition any of these other matters is likely to have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

Actions Commenced by the Company:

CDO Litigation — In March 2012, the Company initiated an arbitration proceeding before the Financial Industry Regulatory Authority against Goldman Sachs relating to the Company’s purchase of Residential Mortgage Backed Securities and Collateral Debt Obligations from Goldman Sachs during 2005 through 2007, which the Company and Goldman Sachs agreed to settle in April 2014. In connection with this resolution, Goldman Sachs agreed to make a one-time payment, net of fees and certain expenses, to MoneyGram in the amount of $13.0 million, and to make a one-time payment of fees and expenses to MoneyGram’s legal counsel in the amount of $4.35 million. All amounts were paid in May 2014. This resolution terminated all litigation and arbitration between MoneyGram and Goldman Sachs. Goldman Sachs owns, together with certain of its affiliates, approximately 14 percent of the shares of the Company’s common stock on a diluted basis, assuming conversion of the D Stock currently owned by Goldman Sachs and its affiliates.

Certain litigation matters commenced by the Company were also settled during 2014, resulting in the recognition of an additional $32.4 million in securities settlements.

Tax Litigation — The Internal Revenue Service (the "IRS") completed its examination of the Company’s consolidated income tax returns through 2013. The IRS issued Notices of Deficiency for 2005-2007 and 2009, and also issued an Examination Report for 2008. The Notices of Deficiency disallow, among other items, approximately $900 million of deductions on securities losses in the 2007, 2008 and 2009 tax returns. In May 2012 and December 2012, the Company filed petitions in the U.S. Tax Court challenging the 2005-2007 and 2009 Notices of Deficiency. In 2013, the Company reached a partial settlement with the IRS allowing ordinary loss treatment on $186.9 million of deductions in dispute. In January 2015, the U.S. Tax Court granted the IRS's motion for summary judgment upholding the remaining adjustments in the Notices of Deficiency. This court decision is a change in facts which warranted reassessment of the uncertain tax position. Although the Company believes that it has substantive tax law arguments in favor of its position and expects to appeal the ruling, the reassessment resulted in the Company determining that it is no longer more likely than not that its existing position will be sustained. Accordingly, as of March 31, 2015, the Company characterized certain deductions relating to securities losses to be capital in nature, rather than ordinary. As the Company cannot project capital gains sufficient to recognize the benefit, the Company has recorded a full valuation allowance against these losses. This change increased "Income tax expense" in the Consolidated Statements of Operations by $63.7 million, which is reflected as a discrete item for tax purposes as of March 31, 2015. The Company anticipates that there will be total cash payments made in 2015 of approximately $60 million for federal tax payments and associated interest related to this issue. As of March 31, 2015, the Company has made $5.2 million of these anticipated cash payments.