Western Union 2012 Annual Report Download - page 109

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THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
104
On January 26, 2006, the First Data Corporation (“First Data”) Board of Directors announced its intention to pursue the
distribution of all of its money transfer and consumer payments business and its interest in a Western Union money transfer agent,
as well as its related assets, including real estate, through a tax-free distribution to First Data shareholders (the “Spin-off”). The
Spin-off resulted in the formation of the Company and these assets and businesses no longer being part of First Data. Pursuant to
the separation and distribution agreement with First Data in connection with the Spin-off, First Data and the Company are each
liable for, and agreed to perform, all liabilities with respect to their respective businesses. In addition, the separation and distribution
agreement also provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities
of the Company's business with the Company and financial responsibility for the obligations and liabilities of First Data's retained
businesses with First Data. The Company also entered into a tax allocation agreement that sets forth the rights and obligations of
First Data and the Company with respect to taxes imposed on their respective businesses both prior to and after the Spin-off as
well as potential tax obligations for which the Company may be liable in conjunction with the Spin-off (see Note 10).