EX-99.2 3 q22012slidesfinal072312v.htm PRESENTATION OF THE WESTERN UNION COMPANY q22012slidesfinal072312v
Western Union Second Quarter 2012 Earnings Webcast & Conference Call July 24, 2012


 
Mike Salop Senior Vice President, Investor Relations


 
Safe Harbor 3 This presentation contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, our forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “believes,” “estimates,” “guides,” “provides guidance,” “provides outlook” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Readers of this presentation by The Western Union Company (the “Company,” “Western Union,” “we,” “our” or “us”) should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed in the “Risk Factors” section and throughout the Annual Report on Form 10-K for the year ended December 31, 2011. The statements are only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement. Possible events or factors that could cause results or performance to differ materially from those expressed in our forward-looking statements include the following: (i) events related to our business and industry, such as: deterioration in consumers' and clients' confidence in our business, or in money transfer and payment service providers generally; changes in general economic conditions and economic conditions in the regions and industries in which we operate, including global economic downturns and financial market disruptions; political conditions and related actions in the United States and abroad which may adversely affect our business and economic conditions as a whole; interruptions of United States government relations with countries in which we have or are implementing material agent contracts; changes in, and failure to manage effectively exposure to, foreign exchange rates, including the impact of the regulation of foreign exchange spreads on money transfers and payment transactions; changes in immigration laws, interruptions in immigration patterns and other factors related to migrants; our ability to adapt technology in response to changing industry and consumer needs or trends; our failure to develop and introduce new services and enhancements, and gain market acceptance of such services; mergers, acquisitions and integration of acquired businesses and technologies into our Company, and the realization of anticipated financial benefits from these acquisitions; decisions to downsize, sell or close units, or to transition operating activities from one location to another or to third parties, particularly transitions from the United States to other countries; decisions to change our business mix; failure to manage credit and fraud risks presented by our agents, clients and consumers or non-performance by our banks, lenders, other financial services providers or insurers; adverse movements and volatility in capital markets and other events which affect our liquidity, the liquidity of our agents or clients, or the value of, or our ability to recover our investments or amounts payable to us; any material breach of security or safeguards of or interruptions in any of our systems; our ability to attract and retain qualif ied key employees and to manage our workforce successfully; our ability to maintain our agent network and business relationships under terms consistent with or more advantageous to us than those currently in place; adverse rating actions by credit rating agencies; failure to compete effectively in the money transfer industry with respect to global and niche or corridor money transfer providers, banks and other money transfer services providers, including telecommunications providers, card associations, card-based payment providers and electronic and Internet providers; our ability to protect our brands and our other intellectual property rights; our failure to manage the potential both for patent protection and patent liability in the context of a rapidly developing legal framework for intellectual property protection; changes in tax laws and unfavorable resolution of tax contingencies; cessation of various services provided to us by third-party vendors; material changes in the market value or liquidity of securities that we hold; restrictions imposed by our debt obligations; significantly slower growth or declines in the money transfer market and other markets in which we operate; and changes in industry standards affecting our business; (ii) events related to our regulatory and litigation environment, such as: the failure by us, our agents or their subagents to comply with laws and regulations designed to detect and prevent money laundering, terrorist financing, fraud and other illicit activity; changes in United States or foreign laws, rules and regulations including the Internal Revenue Code, governmental or judicial interpretations thereof and industry practices and standards; liabilities resulting from a failure of our agents or subagents to comply with laws and regulations; increased costs due to regulatory initiatives and changes in laws, regulations and industry practices and standards affecting our agents; liabilities and unanticipated developments resulting from governmental investigations and consent agreements with, or enforcement actions by, regulators, including those associated with compliance with, or a failure to comply with the settlement agreement with the State of Arizona; the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules promulgated there-under and the creation of the Consumer Financial Protection Bureau; liabilities resulting from litigation, including class-action lawsuits and similar matters, including costs, expenses, settlements and judgments; failure to comply with regulations regarding consumer privacy and data use and security; effects of unclaimed property laws; failure to maintain sufficient amounts or types of regulatory capital to meet the changing requirements of our regulators worldwide; and changes in accounting standards, rules and interpretations; and (iii) other events, such as: adverse consequences from our spin-off from First Data Corporation; catastrophic events; and management's ability to identify and manage these and other risks.


 
Hikmet Ersek President & Chief Executive Officer


 
 Vision: Premier financial services provider for the underserved  Focused on key strategies to accelerate growth for the long-term  Expanding our network and increasing consumer retention in Global Consumer Financial Services;  Expanding penetration and services in Business Solutions;  Developing and growing new services for the underserved in Ventures 5 Strategic Overview Full year revenue and cash flow outlook affirmed; increasing EPS outlook for tax benefit


 
 Solid C2C results overall  Flat revenue reported or 3% constant currency* growth  Consistent C2C margins Continued strategic progress in Business Solutions and Ventures  Approximately 510,000 Agent locations globally 6 Q2 Highlights Returned over $430 million through buyback and dividends year-to-date *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
Scott Scheirman Executive Vice President Chief Financial Officer & Global Operations


 
$1,057 $1,059 $279 $335 $30 $31 Q2 2011 Q2 2012 Transaction Fee Foreign Exchange Other Revenue 8 ($ in millions) $1,425 $1,366 *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.  Consolidated revenue up 4% reported and 7% constant currency adjusted*  Pro forma revenue increased 2% constant currency, including Travelex Global Business Payments (TGBP) in prior period*  Foreign exchange revenue increased 20%  TGBP acquisition aided FX revenue


 
Consumer-to-Consumer 9  C2C 81% of Company revenue  C2C revenue growth flat, or 3% constant currency*  Transaction growth of 4%  Total Q2 Western Union cross-border principal of $18 billion  Declined 2% on a reported basis  Increased 1% constant currency*  Principal per transaction  Declined 6% on a reported basis  Declined 3% on a constant currency basis* *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
Consumer-to-Consumer 10 Regions Revenue Growth Currency Impact* Transaction Growth % of Total Revenue Europe and CIS -8% -5% -2% 22% North America 0% 0% 2% 21% Middle East and Africa 3% -3% 9% 15% Asia Pacific 4% -2% 5% 12% LACA 5% -2% 5% 9% westernunion.com 23% -4% 35% 2% Q2 2012 *Note: Currency impact included in revenue growth.


 
Electronic Channels & Prepaid Highlights  Account based money transfer  Revenue increased 34%  Agreements in place with nearly 100 banks globally  westernunion.com  C2C revenue increased 23% (includes 4% negative impact from currency translation)  Transactions grew 35%  Prepaid  Revenue increased 6% 11 Electronic Channels Revenue Growth 26%


 
C2C Transaction and Revenue Growth 12 Q2 2012 *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
C2B and B2B 13  Consumer-to-Business  C2B 11% of Company revenue  Revenue declined 3%, or flat constant currency*  Business Solutions  Business Solutions 6% of Company revenue  Pro forma revenue increased 4% constant currency*, including TGBP in the prior year period *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
14 Operating Margin 25.7% 24.3% 26.3% 25.3% GAAP Excluding Restructuring and TGBP Integration Expenses*  Operating margin excluding restructuring expense and TGBP integration expense declined 100 basis points • Business Solutions results negatively impacted margin, including $10 million of incremental TGBP depreciation and amortization • C2C margins consistent with prior year period • Operating margin improved 100 basis points from Q1 *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
15 C2C Operating Margin  Operating margin decreased 10 basis points from prior year • Benefits from currency, lower average commission rates, and lower marketing were offset by higher compliance costs (primarily related to Southwest Border), Costa and Finint acquisition related costs, and investments in WU.com 28.6% 28.5% 15.0% 17.0% 19.0% 21.0% 23.0% 25.0% 27.0% 29.0% Q2 2011 Q2 2012


 
16 C2B Operating Margin  Operating margin lower  Primarily due to geographic and product mix and higher bank fees, partially offset by decreased debit fees related to Durbin 24.6% 22.4% 15.0% 17.0% 19.0% 21.0% 23.0% 25.0% 27.0% 29.0% Q2 2011 Q2 2012


 
17 Business Solutions Operating Margin  Operating Loss  Operating loss of $15 million compared to an operating loss of $2 million in the prior year period  Includes $15 million of depreciation and amortization in current quarter, compared to $5 million in the prior year period  Includes $14 million of integration expenses in the current quarter (integration expenses include approximately $1 million that is also included in depreciation and amortization)


 
18 Financial Strength YTD 2012 Cash Flow from Operations* $446 million Capital Expenditures $121 million Stock Repurchases $309 million Dividends Paid $122 million Cash Balance, June 30, 2012 $1.4 billion Debt Outstanding, June 30, 2012 $3.7 billion * Note: Includes the impact of tax payments of approximately $100 million year-to-date relating to the agreement with the U.S. Internal Revenue Service announced December 15, 2011


 
2012 Outlook 19  Revenue  Constant currency revenue growth in the range of 6% to 8%*, including 4% benefit from a full year of TGBP  GAAP revenue growth 2% lower than constant currency  Business Solutions pro forma constant currency revenue growth of mid-single digits, including TGBP revenue in the prior year period  Margins  GAAP operating margin of approximately 24.5%. Previous outlook was approximately 25% (decrease due to increased compliance costs)  Operating margin excluding TGBP integration costs of approximately 25.5%*. Previous outlook was approximately 26% (decrease due to increased compliance costs)  EBITDA margin of approximately 30% excluding TGBP integration costs* *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
2012 Outlook 20  Tax Rate  Effective tax rate in a range of 15% to 16%, including the non-recurring benefit in the second quarter. Previous outlook was 16% to 17%  Earnings per Share  GAAP EPS in a range of $1.68 to $1.72, compared to previous outlook of $1.65 to $1.70 (increase primarily due to non-recurring tax benefit)  EPS excluding TGBP integration expenses in a range of $1.73 to $1.77, compared to previous outlook of $1.70 to $1.75* (increase primarily due to non- recurring tax benefit)  Cash Flow from Operations  GAAP cash flows from operations in range of $1.1 billion to $1.2 billion, or $1.2 billion to $1.3 billion excluding estimated tax payments of approximately $100 million related to the IRS agreement.* Cash flows from operations increased from the previous outlook due to timing of the anticipated tax payments related to the IRS agreement announced in December 2011. *Note: See appendix for reconciliation of Non-GAAP to GAAP financial measures.


 
Questions & Answers


 
Appendix Second Quarter 2012 Earnings Webcast & Conference Call July 24, 2012 22


 
Non-GAAP Measures 23 Western Union's management believes the non-GAAP financial measures presented provide meaningful supplemental information regarding our operating results to assist management, investors, analysts, and others in understanding our financial results and to better analyze trends in our underlying business, because they provide consistency and comparability to prior periods. These non-GAAP financial measures include revenue change constant currency adjusted, pro forma revenue change TGBP and constant currency adjusted, operating income margin excluding restructuring, operating income margin excluding restructuring and TGBP integration expense, EBITDA margin excluding restructuring and TGBP integration expense, earnings per share restructuring and TGBP integration expense adjusted, Consumer-to- Consumer segment revenue change constant currency adjusted, Consumer-to-Consumer segment principal per transaction change constant currency adjusted, Consumer-to-Consumer segment cross- border principal change constant currency adjusted, Consumer-to-Business segment revenue change constant currency adjusted, Business Solutions segment pro forma revenue change TGBP and constant currency adjusted, 2012 revenue change outlook constant currency adjusted, 2012 operating income margin outlook TGBP integration expense adjusted, 2012 EBITDA margin outlook TGBP integration expense adjusted, 2012 earnings per share outlook TGBP integration expense adjusted, and 2012 operating cash flow outlook IRS Agreement adjusted. A non-GAAP financial measure should not be considered in isolation or as a substitute for the most comparable GAAP financial measure. A non-GAAP financial measure reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the reconciliation to the corresponding GAAP financial measure, provide a more complete understanding of our business. Users of the financial statements are encouraged to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is included below. All adjusted year-over-year changes were calculated using prior year reported amounts, unless indicated otherwise. Amounts included below are in millions, unless indicated otherwise.


 
Reconciliation of Non-GAAP Measures 24 2Q11 3Q11 4Q11 FY2011 1Q12 2Q12 YTD 2Q12 Consolidated Metrics Revenues, as reported (GAAP) 1,366.3$ 1,410.8$ 1,431.3$ 5,491.4$ 1,393.4$ 1,425.1$ 2,818.5$ Foreign currency translation impact (a) (32.5) (18.2) 10.4 (38.0) 8.1 34.6 42.7 Revenues, constant currency adjusted 1,333.8$ 1,392.6$ 1,441.7$ 5,453.4$ 1,401.5$ 1,459.7$ 2,861.2$ Prior year revenues, as reported (GAAP) 1,273.4$ 1,329.6$ 1,357.0$ 5,192.7$ 1,283.0$ 1,366.3$ 2,649.3$ Pro forma prior year revenues, TGBP adjusted (b) N/A N/A N/A N/A 1,338.0$ 1,426.0$ 2,764.0$ Revenue change, as reported (GAAP) 7 % 6 % 5 % 6 % 9 % 4 % 6 % Revenue change, constant currency adjusted 5 % 5 % 6 % 5 % 9 % 7 % 8 % Pro forma revenue change, TGBP adjusted N/A N/A N/A N/A 4 % 0 % 2 % Pro forma revenue change, TGBP and constant currency adjusted (a) N/A N/A N/A N/A 5 % 2 % 4 % Operating income, as reported (GAAP) 350.7$ 363.0$ 358.4$ 1,385.0$ 332.5$ 345.9$ 678.4$ Reversal of restructuring and related expenses (c) 8.9 13.9 - 46.8 N/A N/A N/A Reversal of TGBP integration expense (d) N/A N/A 4.8 4.8 6.4 14.5 20.9 Operating income, excl. restructuring and TGBP integration expense 359.6$ 376.9$ 363.2$ 1,436.6$ 338.9$ 360.4$ 699.3$ Operating income margin, as reported (GAAP) 25.7 % 25.7 % 25.0 % 25.2 % 23.9 % 24.3 % 24.1 % Operating income margin, excl. restructuring 26.3 % 26.7 % 25.0 % 26.1 % 23.9 % 24.3 % 24.1 % Operating income margin, excl. restructuring and TGBP integration expense N/A N/A 25.4 % 26.2 % 24.3 % 25.3 % 24.8 % Operating income, as reported (GAAP) 350.7$ 363.0$ 358.4$ 1,385.0$ 332.5$ 345.9$ 678.4$ Reversal of depreciation and amortization (e) 46.6 45.9 55.4 192.6 63.9 59.0 122.9 EBITDA (e) 397.3$ 408.9$ 413.8$ 1,577.6$ 396.4$ 404.9$ 801.3$ Reversal of restructuring and related expenses (c) 8.2 13.9 - 45.5 N/A N/A N/A Reversal of TGBP integration expense excluding trademark amortization (d) N/A N/A 4.8 4.8 6.4 13.0 19.4 EBITDA, excl. restructuring and TGBP integration expense 405.5$ 422.8$ 418.6$ 1,627.9$ 402.8$ 417.9$ 820.7$ EBITDA margin 29.1 % 29.0 % 28.9 % 28.7% 28.4 % 28.4 % 28.4 % EBITDA margin, excl. restructuring and TGBP integration expense 29.7 % 30.0 % 29.2 % 29.6% 28.9 % 29.3 % 29.1 % Net income, as reported (GAAP) 263.2$ 239.7$ 452.3$ 1,165.4$ 247.3$ 271.2$ 518.5$ Reversal of restructuring and related expenses, net of income tax benefit (c) 5.9 9.7 - 32.0 N/A N/A N/A Net income, restructuring adjusted 269.1$ 249.4$ 452.3$ 1,197.4$ 247.3$ 271.2$ 518.5$ Reversal of IRS Agreement tax provision benefit (f) N/A N/A (204.7) (204.7) N/A N/A N/A Net income, restructuring and IRS Agreement adjusted 269.1$ 249.4$ 247.6$ 992.7$ 247.3$ 271.2$ 518.5$ Reversal of TGBP integration expense, net of income tax benefit (d) N/A N/A 3.1 3.1 4.3 10.2 14.5 Net income, restructuring, IRS Agreement and TGBP integration expense adjusted 269.1$ 249.4$ 250.7$ 995.8$ 251.6$ 281.4$ 533.0$ Diluted earnings per share ("EPS"), as reported (GAAP) ($ - dollars) 0.41$ 0.38$ 0.73$ 1.84$ 0.40$ 0.44$ 0.84$ Impact from restructuring and related expenses, net of income tax benefit (c) ($ - dollars) 0.01 0.02 - 0.05 N/A N/A N/A Diluted EPS, restructuring adjusted ($ - dollars) 0.42$ 0.40$ 0.73$ 1.89$ 0.40$ 0.44$ 0.84$ Impact from IRS Agreement tax provision benefit (f) ($ - dollars) N/A N/A (0.33) (0.32) N/A N/A N/A Diluted EPS, restructuring and IRS Agreement adjusted ($ - dollars) 0.42$ 0.40$ 0.40$ 1.57$ 0.40$ 0.44$ 0.84$ Impact from TGBP integration expense, net of income tax benefit (d) ($ - dollars) N/A N/A - - - 0.02 0.02 Diluted EPS, restructuring, IRS Agreement and TGBP integration expense adjusted ($ - dollars) 0.42$ 0.40$ 0.40$ 1.57$ 0.40$ 0.46$ 0.86$ Diluted weighted-average shares outstanding 635.8 627.1 621.7 634.2 621.9 613.1 617.5


 
Reconciliation of Non-GAAP Measures 25 2Q11 3Q11 4Q11 FY2011 1Q12 2Q12 YTD 2Q12 Consumer-to-Consumer Segment Revenues, as reported (GAAP) 1,155.1$ 1,193.3$ 1,181.9$ 4,608.4$ 1,124.6$ 1,155.0$ 2,279.6$ Foreign currency translation impact (a) (31.4) (17.9) 8.0 (39.1) 5.2 30.1 35.3 Revenues, constant currency adjusted 1,123.7$ 1,175.4$ 1,189.9$ 4,569.3$ 1,129.8$ 1,185.1$ 2,314.9$ Prior year revenues, as reported (GAAP) 1,073.1$ 1,128.3$ 1,151.8$ 4,383.4$ 1,078.1$ 1,155.1$ 2,233.2$ Revenue change, as reported (GAAP) 8 % 6 % 3 % 5 % 4 % 0 % 2 % Revenue change, constant currency adjusted 5 % 4 % 3 % 4 % 5 % 3 % 4 % Principal per transaction, as reported ($ - dollars) 365$ 366$ 349$ 360$ 346$ 344$ 345$ Foreign currency translation impact (a) ($ - dollars) (14) (11) 2 (6) 3 11 7 Principal per transaction, constant currency adjusted ($ - dollars) 351$ 355$ 351$ 354$ 349$ 355$ 352$ Prior year principal per transaction, as reported ($ - dollars) 351$ 355$ 356$ 355$ 360$ 365$ 363$ Principal per transaction change, as reported 4 % 3 % (2)% 1 % (4)% (6)% (5)% Principal per transaction change, constant currency adjusted 0 % 0 % (1)% 0 % (3)% (3)% (3)% Cross-border principal, as reported ($ - billions) 18.6$ 19.0$ 18.5$ 73.2$ 17.5$ 18.2$ 35.7$ Foreign currency translation impact (a) ($ - billions) (0.8) (0.6) 0.2 (1.2) 0.2 0.6 0.8 Cross-border principal, constant currency adjusted ($ - billions) 17.8$ 18.4$ 18.7$ 72.0$ 17.7$ 18.8$ 36.5$ Prior year cross-border principal, as reported ($ - billions) 16.8$ 17.6$ 18.1$ 68.6$ 17.1$ 18.6$ 35.7$ Cross-border principal change, as reported 10 % 8 % 2 % 7 % 2 % (2)% 0 % Cross-border principal change, constant currency adjusted 6 % 5 % 3 % 5 % 3 % 1 % 2 % Consumer-to-Business Segment Revenues, as reported (GAAP) 153.5$ 155.3$ 153.9$ 615.9$ 155.1$ 149.4$ 304.5$ Foreign currency translation impact (a) 1.1 1.5 2.5 6.4 2.9 3.5 6.4 Revenues, constant currency adjusted 154.6$ 156.8$ 156.4$ 622.3$ 158.0$ 152.9$ 310.9$ Prior year revenues, as reported (GAAP) N/A N/A N/A 610.7$ 153.2$ 153.5$ 306.7$ Revenue change, as reported (GAAP) 2 % 2 % 2 % 1 % 1 % (3)% (1)% Revenue change, constant currency adjusted 2 % 3 % 3 % 2 % 3 % 0 % 1 % Business Solutions Segment Revenues, as reported (GAAP) 31.4$ 33.6$ 68.2$ 161.1$ 86.9$ 92.5$ 179.4$ Foreign currency translation impact (a) (2.2) (2.1) (0.1) (5.7) (0.1) 0.9 0.8 Revenues, constant currency adjusted 29.2$ 31.5$ 68.1$ 155.4$ 86.8$ 93.4$ 180.2$ Prior year revenues, as reported (GAAP) N/A N/A N/A 106.7$ 27.9$ 31.4$ 59.3$ Pro forma prior year revenues, TGBP adjusted (b) N/A N/A N/A N/A 82.9$ 91.1$ 174.0$ Revenue change, as reported (GAAP) 15 % 31 % ** ** ** ** ** Revenue change, constant currency adjusted 7 % 22 % ** ** ** ** ** Pro forma revenue change, TGBP adjusted N/A N/A N/A N/A 5 % 2 % 3 % Pro forma revenue change, TGBP and constant currency adjusted (a) N/A N/A N/A N/A 4 % 4 % 4 % ** Calculation of growth percentage is not meaningful due to the impact of the TGBP acquisition in November 2011.


 
Reconciliation of Non-GAAP Measures 26 2012 Outlook Metrics Revenue change (GAAP) 4 % 6 % Foreign currency translation impact (g) 2 % 2 % Revenue change, constant currency adjusted 6 % 8 % Operating income margin (GAAP) 24.5 % TGBP integration expense impact (d) 1.0 % Operating income margin, TGBP integration expense adjusted 25.5 % Operating income margin (GAAP) 24.5 % Depreciation and amortization impact (e) 4.5 % TGBP integration expense impact (d) 1.0 % EBITDA margin, TGBP integration expense adjusted 30.0 % EPS guidance (GAAP) ($ - dollars) 1.68$ 1.72$ TGBP integration expense impact, net of tax benefit (d) ($ - dollars) 0.05 0.05 EPS guidance, TGBP integration expense adjusted ($ - dollars) 1.73$ 1.77$ Operating cash flow (GAAP) ($ - billions) 1.1$ 1.2$ Payments on IRS Agreement (f) ($ - billions) 0.1 0.1 Operating cash flow, IRS Agreement adjusted ($ - billions) 1.2$ 1.3$ Range Range Range


 
Footnote explanations 27 Non-GAAP related notes: (a) (b) (c) (d) (e) (f) (g) Represents the estimated impact from the fluctuation in exchange rates between all foreign currency denominated amounts and the United States dollar. Constant currency results exclude any estimated benefit or loss caused by foreign exchange fluctuations between foreign currencies and the United States dollar, net of foreign currency hedges, which would not have occurred if there had been a constant exchange rate. Represents the impact from the tax benefit in December 2011 due to the agreement with the IRS resolving substantially all issues related to the restructuring of our international operations in 2003 of $204.7 million. The Company made tax payments of approximately $100 million through the second quarter of 2012 and expects to pay the majority of the remaining tax payments of approximately $90 million in 2013. TGBP integration expense consists primarily of severance and other benefits, retention, direct and incremental expense consisting of facility relocation, consolidation and closures; IT systems integration; amortization of a transitional trademark license; and other expenses such as training, travel and professional fees. Integration expense does not include costs related to the completion of the TGBP acquisition. Represents the impact from the fluctuation in exchange rates between all foreign currency denominated amounts and the United States dollar. Constant currency results exclude any benefit or loss caused by foreign exchange fluctuations between foreign currencies and the United States dollar, net of foreign currency hedges, which would not have occurred if there had been a constant exchange rate. In pro forma calculations, also includes the currency impact of $(1.6) million and $(1.3) million for the three and six months ended June 30, 2012 associated with the acquisition of Travelex Global Business Payments ("TGBP"). Represents the pro forma incremental impact of TGBP on Consolidated and Business Solutions segment revenues. Pro forma revenues presents the results of operations of the Company and its Business Solutions segment as they may have appeared had the acquisition of TGBP occurred as of January 1, 2011. The pro forma information is provided for illustrative purposes only and does not purport to present what the actual results of operations would have been had the acquisition actually occurred on the date indicated. The results of operations for TGBP have been included in Consolidated and Business Solutions segment revenues from November 7, 2011, the date of acquisition. Restructuring and related expenses consist of direct and incremental expenses including the impact from fluctuations in exchange rates associated with restructuring and related activities, consisting of severance, outplacement and other related benefits; facility closure and migration of the Company's IT infrastructure; and other expenses related to the relocation of various operations to new or existing Company facilities and third-party providers, including hiring, training, relocation, travel, and professional fees. Also included in the facility closure expenses are non-cash expenses related to fixed asset and leasehold improvement write-offs and the acceleration of depreciation and amortization. Restructuring and related expenses were not allocated to the segments. Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) results from taking operating income and adjusting for depreciation and amortization expenses.