Bond West Union Corp 6.2% ( US959802AH24 ) in USD

West Union Corp

104.27 % ▲

United States

US959802AH24 ( in USD )

6.2% per year ( payment 2 times a year)

16/11/2036

Prospectus brochure of the bond Western Union Company US959802AH24 en USD 6.2%, maturity 16/11/2036

1 000 USD

498 000 000 USD

959802AH2

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

17/05/2026 ( In 99 days )

Western Union is a global leader in cross-border, cross-currency money movement and payments.

The Bond issued by West Union Corp ( United States ) , in USD, with the ISIN code US959802AH24, pays a coupon of 6.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/11/2036

The Bond issued by West Union Corp ( United States ) , in USD, with the ISIN code US959802AH24, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by West Union Corp ( United States ) , in USD, with the ISIN code US959802AH24, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Registration No. 333-139656
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424B3 1 d424b3.htm REGISTRATION NO. 333-139656
Table of Contents

Filed Pursuant to Rule 424 (b)(3)
Registration No. 333-139656
PROSPECTUS

Offer to Exchange
$1,000,000,000 5.400% Notes due 2011
$1,000,000,000 5.930% Notes due 2016
$500,000,000 6.200% Notes due 2036
and
$500,000,000 Floating Rate Notes due 2008
For
$1,000,000,000 5.400% Notes due 2011
$1,000,000,000 5.930% Notes due 2016
$500,000,000 6.200% Notes due 2036
and
$500,000,000 Floating Rate Notes due 2008
Which Have Been Registered Under the Securities Act of 1933

Material Terms to the Exchange Offer and Exchange Notes

· We are offering to exchange the notes we sold previously in
· The exchange notes, like the old notes, will be
private offerings (referred to as the old notes) for new
unsecured and will rank equally in right of payment
registered exchange notes (referred to as the exchange notes).
with all of our other existing unsecured senior

· You may withdraw tenders of old notes at any time prior to
indebtedness. The exchange notes will effectively rank
the expiration of this exchange offer.
junior to all indebtedness and other liabilities of our

subsidiaries.
· This exchange offer expires at 5:00 p.m., New York City time,
on February 6, 2007, unless we extend the offer.
· Each broker-dealer that receives exchange notes for its

own account pursuant to this exchange offer in
· The terms of the exchange notes to be issued in this exchange
exchange for old notes that were acquired as a result of
offer are substantially identical to the old notes, except for
market making or other trading activities must
the transfer restrictions, and registration rights and the
acknowledge that it will deliver a prospectus in
obligation to pay additional interest under specified

connection with any resale of the exchange notes.
circumstances.

· If the broker-dealer acquired the old notes as a result of
· No public market currently exists for the old notes. We do not
market making or other trading activities, such broker-
intend to list the exchange notes on any securities exchange
dealer may use this prospectus for the exchange offer,
and, therefore, no active public market is anticipated.
as supplemented or amended, in connection with its

resales of the exchange notes.

You should carefully consider the risk factors beginning on page 13 of this prospectus before participating
in this exchange offer.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of the
securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or
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complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 8, 2007.
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TABLE OF CONTENTS

SUMMARY

1
RISK FACTORS

13
FORWARD-LOOKING STATEMENTS

26
THE EXCHANGE OFFER

27
USE OF PROCEEDS

36
CAPITALIZATION

37
SELECTED HISTORICAL COMBINED AND CONDENSED CONSOLIDATED FINANCIAL DATA

39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

41
OUR BUSINESS

72
OUR RELATIONSHIP WITH FIRST DATA

88
OUR MANAGEMENT

91
EXECUTIVE COMPENSATION

99
OWNERSHIP OF OUR STOCK

106
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

107
DESCRIPTION OF CERTAIN INDEBTEDNESS

108
DESCRIPTION OF THE EXCHANGE NOTES

109
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

125
PLAN OF DISTRIBUTION

130
LEGAL MATTERS

131
EXPERTS

131
WHERE YOU CAN FIND MORE INFORMATION

131
INDEX TO COMBINED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

F-1

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized
any person to provide you with different information or to make any representation not contained in this prospectus.

In this prospectus, unless the context otherwise requires or as otherwise indicated:

· "Western Union," "we," "our," "us" and "our company" refer to The Western Union Company, a Delaware corporation, and its

subsidiaries, for all periods following the spin-off; and

· "First Data" refers to First Data Corporation, a Delaware corporation, and its subsidiaries, other than, for all periods following the

spin-off, Western Union.

We completed our spin-off from First Data, our former parent company, on September 29, 2006.

We describe in this prospectus the businesses transferred to us by First Data in connection with the spin-off as though the transferred
businesses were our business for all historical periods described. However, Western Union is a newly formed entity that did not conduct any
operations prior to the spin-off. Accordingly, financial information in this prospectus for the periods presented prior to the spin-off are
presented on a combined basis and represent those entities that were ultimately transferred to us as part of the spin-off. Financial information in

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this prospectus for periods ending on or after the spin-off are presented on a condensed consolidated basis. Our historical combined financial
information as part of First Data and condensed consolidated information following the spin-off contained in this prospectus are not necessarily
indicative of our future financial position, future results of operations or future cash flows, nor do they reflect what our financial position,
results of operations or cash flows would have been had we been operated as a stand-alone company during the periods presented.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date set forth on the
cover. Changes to the information contained in this prospectus may occur after that date, and we undertake no obligation to update the
information. You should be aware of certain risks relating to our business and ownership of the notes, which are described under the heading
"Risk Factors."

Trademarks, Service Marks and Trade Names

We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our
business. Some of the more important trademarks and service marks that we own or have rights to use that appear in this prospectus include the
WESTERN UNION®, VIGOSM, ORLANDI VALUTA®, WESTERN UNION QUICK COLLECT®, SPEEDPAY® and PAYMAP® marks. The
trademarks are registered in the United States and other jurisdictions. Each trademark, trade name or service mark of any other company
appearing in this prospectus is, to our knowledge, owned by such company.

Industry Data

This prospectus includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data,
forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources
available to us. Some data also are based on our good faith estimates, which are derived from management's knowledge of the industry and
from independent sources. The primary sources for third-party industry data and forecasts are Aite Group, LLC, or "Aite," the United Nations,
the World Bank and other industry reports and articles. These third-party publications and surveys generally state that the information included
therein is believed to have been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to
the accuracy or completeness of such information. We have not independently verified any of the data from third-party sources nor have we
ascertained the underlying economic assumptions on which such data are based. Similarly, we believe our internal research is reliable, even
though such research has not been verified by any independent sources.

Company Information

The Western Union Company was incorporated in Delaware in February 2006. Our principal executive offices are located at 12500 East
Belford Avenue, Englewood, Colorado 80112. Our main telephone number is (866) 405-5012.

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SUMMARY

The following summary contains certain information from this prospectus relating to us and the securities offered in the exchange offer.
It does not contain all the details concerning us or the exchange notes, including information that may be important to you. To understand our
business and financial position and this exchange offer, you should carefully review this entire prospectus.

Our Company

Western Union, a leader in global money transfer, provides people with fast, reliable and convenient ways to send money around the
world, pay bills and purchase money orders. The Western Union brand is globally recognized. Our services are available through a network of
approximately 285,000 agent locations that offer Western Union services in more than 200 countries and territories. Each location in our agent
network is capable of providing one or more of our services. As of September 30, 2006, approximately 75% of our locations had experienced
money transfer activity in the prior twelve months. Our consumer-to-consumer money transfer service enables people to send money around
the world in minutes. Our consumer-to-business service provides consumers with flexible and convenient options for making one-time or
recurring payments.

In 2005, we generated $4.0 billion in total combined revenues and $927.4 million in combined net income. Demand for our services has
steadily increased over the past several years. Our consumer-to-consumer transactions grew at a compound annual growth rate of 21% from
2001 to 2005. We handled 119 million consumer-to-consumer money transfers in 2005, an increase of 23% over 2004. Our 215 million
consumer-to-business transactions in 2005 represented a 12% increase over 2004.

We believe that brand strength, the size and reach of our global network, convenience and reliability for our consumers have been key to
the growth of our business. As we continue to meet the needs of our consumers for fast, reliable and convenient money transfer services, we are
also working to enhance our existing services and provide our consumers with broad access to an expanding portfolio of payment and other
financial services.

We completed our spin-off from First Data, our former parent company, on September 29, 2006. For more information on the spin-off,
see "Management's Discussion and Analysis of Financial Condition and Results of Operations--The Separation of Western Union from First
Data."

The Western Union Business

The Western Union business model is straight-forward. Our revenue is principally generated by money transfer and payment transactions.
We derive our revenue primarily from two sources. Most of our revenue comes from fees that consumers pay when they send money. In certain
consumer money transfer transactions involving different send and receive currencies, we generate revenue based on the difference between the
exchange rate set by us to the consumer and the rate at which we or our agents are able to acquire currency.

We operate primarily in two business segments.

· In our consumer-to-consumer segment we provide our third-party agents with our multi-currency, real-time money transfer
processing systems used to originate and pay money transfers. Our agents provide the physical infrastructure and staff required to
complete the transfers. We generally pay our agents a commission based on a percentage of revenue. The commission is shared
between the agent that initiated the transaction, the "send agent," and the agent that paid out the transaction, the "receive agent." For

most agents, the costs of providing the physical infrastructure and staff are typically covered by the agent's primary business (e.g.,
postal services, banking, check cashing, travel and retail businesses), making the economics of being a Western Union agent
attractive to our agents. Western Union's global reach and loyal consumer base allow us to attract agents we believe to be high
quality.

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We take little credit risk associated with consumer delinquency, because the vast majority of our transactions are initiated in cash.

· In our consumer-to-business segment we offer consumers the option to make consumer-to-business payments electronically over the
telephone or the Internet or through cash payments in person at an agent location. We process electronic payments using the

consumer's credit card, debit card or bank account. We process cash payments much like we process consumer-to-consumer
transactions.

Our Strengths

We believe our strengths position us to continue as the provider of choice for millions of consumers when they send money. Our
strengths include our:

Strong relationships with high quality agents and businesses. We interact with millions of consumers around the world primarily
through our global agent network. Our agents facilitate the global distribution and convenience that help define our Western Union brand,
which in turn helps create demand for our services and helps us to recruit and retain agents. Our agents tend to be established organizations that
provide an array of other consumer products and services, including postal services, groceries, banking, check cashing, travel and other daily
necessities. Many are open during nontraditional banking hours, such as nights and weekends, making it easier for consumers to use our
services. Although our agent contracts are generally for 5-year terms, our top 40 agents globally have been with us an average of more than 12
years; in 2005, these agents generated approximately 50% of our consumer-to-consumer combined revenues.

We have strong relationships with a number of businesses and other organizations that receive consumer payments, including utilities,
auto finance companies, mortgage servicers, financial service providers and government agencies (all sometimes referred to as "billers"). These
relationships are a core component of our consumer-to-business payment services. On average, we have provided bill payment services for our
top 20 billers for more than 10 years.

Global distribution network. The Western Union®, Orlandi Valuta® and VigoSM agent networks are the foundation of our international
presence. We have approximately 285,000 agent locations worldwide, with the vast majority offering Western Union branded service and a
small number offering service under two or three brands. Our global footprint is based on more than a decade of building relationships with
agents worldwide.

Success in the consumer-to-consumer money transfer business depends in large part on providing quality service at convenient send and
receive locations. Our global network, extending to over 200 countries and territories, provides that convenience. We have emphasized the
development of our receive network around the world over the last five years to align the supply of agent locations in the markets that primarily
send transactions with those that pay them. Today, we believe we are well-positioned in key receive markets, such as China and India, to meet
consumer demand as it evolves with shifts in migration patterns.

To complement the convenience offered by our network's global physical locations, in certain countries we have made our services
available through other channels, such as our Internet service, westernunion.com, which allows consumers to send funds through our website,
our telephone money transfer service and our direct-to-bank money transfer service, which allows consumers to send money directly to a bank
account.

Established brands. Our Western Union® brand is built on a foundation of more than a century of history and consumer-focused service.
Our consumers have told us that they believe the Western Union brand represents speed, reliability, trust, value and convenience. In the United
States, where the brand has existed the longest, there is a very high level of brand awareness among money transfer users. The international
expansion of our agent network over the past decade has made the Western Union brand visible today virtually everywhere consumers send
and receive money. We are building the level of awareness in Europe and Asia. As people move and travel around the world, they are able to
find a well recognized service to send funds to others.

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We also offer money transfer services under the Orlandi Valuta® and VigoSM brands. Over the past three years, Western Union branded
transactions have grown the fastest of the three brands. Through our Western Union Quick Collect brand, as well as our Speedpay brand, we
offer cash-based and electronic consumer-to-business payment services.

Our operating results over the past several years have allowed us to invest significantly each year to support our brands. In 2005, we
invested more than $270 million to market, advertise and promote our services and our agents made significant additional investments.

Consumer relationships. One of our strengths has been our focus on our consumers and offering them fast, reliable money transfer
services. Our global loyalty card program, offered for both consumer-to-consumer and consumer-to-business services, is available in a growing
number of countries. We launched our Gold Card, the principal feature of the program, in the United States in 2002. As of September 30, 2006,
the loyalty program was available in 60 countries and had more than 7.5 million active cards, primarily in the United States. The Gold Card
offers consumers faster service at the point-of-sale, rewards such as free telephone time and service enhancements including, on a pilot basis in
select markets, remittance protection insurance. On average, a Gold Card consumer initiates more transactions and has a higher rate of retention
than a non-carded consumer. In the United States more than 30% of consumer-to-consumer transactions are completed using a Gold Card. We
are also seeing increases in usage in Europe and Asia where we began offering the Gold Card in 2004.

Operational excellence. An important part of operational excellence is steadfastly reliable technology. Our systems enable us to provide
worldwide, multi-currency and real-time money transfer processing with a high degree of reliability. We provide dynamic computer host-to-
host interfaces to our agents and billers that enable them to offer money transfer and payment services within their own computer environment.
We also provide settlement and reconciliation software to our agents and billers with reporting and analysis tools to help them monitor many
aspects of their money transfer business, including transactions, profitability and cash flow. Behind the scenes, our settlement systems facilitate
the periodic settlement of accounts between our company and our agents and billers. Our systems and processes enable our agents to pay
money transfers in over 120 currencies.

Flexibility is another important component of operational excellence. We continue to work to implement consumer focused
enhancements to our services. These efforts have resulted in offerings like telephone and Internet services, and money transfers paid directly to
a bank account or to a stored-value card.

Attractive financial profile. While we have a significant amount of indebtedness outstanding, our significant revenue and net cash flow
will provide us with opportunities to invest in our core business growth, in new services and in new markets. In 2005, we generated $4.0 billion
in combined revenues and over $1.0 billion in combined net cash provided by operating activities. Our combined revenues have grown at a
compound annual growth rate of 15% since 2001.

Experienced management team. Our management team is substantially the same team that managed the Western Union business for
First Data before the spin-off. Business leaders at the senior management level and below were involved in Western Union's global expansion
and creating and implementing our long-term strategy. Collectively, members of our executive team have an average of eight years with us or
First Data.

Our Strategy

We believe that our strengths position us well to continue to pursue global markets and remain focused on our consumers and their needs.
To do so, we developed a number of strategies, including:

Expand and diversify global distribution. We intend to continue to identify and create opportunities to generate new revenue from our
existing distribution channels, including through acquisitions and by equity investments in our agents. We are focused on selectively expanding
our agent network and relationships with billers.

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Our strategy is to align the number of send and receive agent locations in our markets to correspond to the send and receive demands of
our consumers in each market. We have focused on building receive networks in countries with large inbound remittance markets, particularly
in Latin America, Africa and eastern Europe, as well as key countries like China, India and elsewhere in Asia. This increased presence in
receive markets provides immigrants from these countries confidence that money they send home will be delivered to a convenient location
they know. In the United States, western Europe and other predominantly send markets, we add agent locations in locales that tend to attract
immigrants. While we continue to develop our global network, we expect the majority of our growth in the future to come from existing
locations.

Today, we offer cash-based bill payment services primarily in the United States, and we offer consumer-to-business payment services to
and from other countries served by our agent network. We intend to pursue continued global expansion of cash and electronic consumer-to-
business payments services through our existing agent network and other channels.

Build our brands and enhance our consumers' experience. We remain focused on our brands and make sizable investments to build our
brands and enhance our consumers' experience. In each of the last three years, we have spent approximately 7% of our revenues on marketing,
including advertising, events, loyalty programs and employees dedicated to marketing activities. In addition, in each of the last three years we
invested in consumer-to-consumer pricing decreases designed to meet consumer needs, maximize market opportunities and strengthen our
overall competitive positioning. Building our brands and enhancing the consumer experience are strategies that are grounded in our global
consumer relationship management, or "CRM," programs, which emphasize building a lifetime relationship with our consumers and their
families. The Western Union Gold Card is a key part of this strategy.

Develop consumer convenience and choice. We focus our product development strategy on providing money transfer services that meet
consumers' needs for convenience, choice and control. Our Internet service (westernunion.com), Telephone Money Transfer (a service that
allows consumers to speak with Western Union operators in a number of languages by phone to send funds), Money Transfer by Phone (a
service that allows consumers to speak with Western Union operators in a number of languages by phone from agent locations to send funds),
Direct to Bank (a service that allows consumers to send funds directly to a bank account), Account to Cash (a service that allows consumers to
debit their bank accounts and send the money through Western Union for payment at any agent location), Home Delivery of remittances (a
service that allows funds to be delivered to the recipient rather than picked up at an agent location) and Western Union@ATM (a service that
allows consumers to transfer funds to or from an ATM) are all examples of service enhancements that address our consumers' needs. We
intend to continue to develop these types of enhancements, building on insights from our agents and the knowledge we gain from CRM
activities.

In the United States, we offer consumers the ability to send payments to billers through a variety of channels, including walk-in locations,
telephone service, interactive voice response units, or "IVR," and Internet-based service. In order to pay their bills through these channels,
consumers can use various means of payments--checks, credit cards, debit cards or cash. We intend to increase our consumer payments
business in the United States by pursuing existing and emerging electronic payments services and technologies. Equally as important, we plan
to expand this business outside the United States in ways that will vary from market to market.

Explore new service offerings. Western Union is exploring new ways to bring additional services to our consumers around the world. For
example, Western Union International Bank, based in Vienna, Austria, has the ability to establish branches and offer money transfer and other
financial services directly to consumers in each of the 25 member states of the European Union. We continue to investigate new services--
either offered by our company directly or through third parties--that are meaningful to our large consumer base.

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The Exchange Offer

In connection with the issuance of $1,000,000,000 aggregate principal amount of our 5.400% Notes due 2011, $1,000,000,000 aggregate
principal amount of our 5.930% Notes due 2016, $500,000,000 aggregate principal amount of our 6.200% Notes due 2036 and $500,000,000
aggregate principal amount of our Floating Rate Notes due 2008 (collectively, the "old notes"), we entered into registration rights agreements
with the initial purchasers of the old notes. Under those agreements, we agreed to deliver to you this prospectus and to use our reasonable best
efforts to complete this exchange offer within 360 days after the dates of original issuance of the old notes. You are entitled to exchange in this
exchange offer each applicable series of old notes for a like principal amount of our 5.400% Notes due 2011, 5.930% Notes due 2016, 6.200%
Notes due 2036 or Floating Rate Notes due 2008, as applicable (collectively, the "exchange notes"), which are substantially identical to the old
notes except that:

·
the exchange notes have been registered under the Securities Act of 1933, as amended, referred to as the Securities Act, and

will be freely tradable by persons who are not affiliated with us;

·
the exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights

agreements; and

·
our obligation to pay additional interest on the old notes as described under "The Exchange Offer--Purpose and Effect of This

Exchange Offer" does not apply to the exchange notes.

The Exchange Offer
We are offering to exchange up to the entire aggregate principal amount of each series of
the exchange notes in exchange for a like aggregate principal amount of the corresponding
series of the old notes. We are commencing four separate exchange offers with respect to
each series of old notes. We refer to these exchange offers, collectively, as the "exchange
offer" in this prospectus. Old notes may be exchanged only in integral multiples of $1,000.
For a description of the procedures for tendering the old notes, see "The Exchange Offer--
Procedures for Tendering Old Notes."

Resales
Based on existing interpretations of the Securities Act by the SEC staff set forth in several
no-action letters to third parties, and subject to the immediately following sentence, we
believe that exchange notes issued under this exchange offer in exchange for old notes may
be offered for resale, resold and otherwise transferred by the holders thereof (other than
holders who are broker-dealers) without further compliance with the registration and
prospectus delivery provisions of the Securities Act. However, any purchaser of notes who
is an affiliate of ours or who intends to participate in the exchange offer for the purpose of
distributing the exchange notes, or any broker-dealer who purchased the notes from us for
resale pursuant to Rule 144A or any other available exemption under the Securities Act,
(i) will not be able to rely on the interpretations of the SEC staff set forth in the above-
mentioned no-action letters, (ii) will not be entitled to tender its notes in the exchange offer,
and (iii) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the notes unless such sale or
transfer is made pursuant to an exemption from such requirements.

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Expiration Date; Withdrawal of Tenders
This exchange offer will expire at 5:00 p.m., New York City time, February 6, 2007, or
such later date and time to which we extend it. We do not currently intend to extend the
expiration date. A tender of old notes pursuant to this exchange offer may be withdrawn at
any time prior to the expiration date. Any old notes not accepted for exchange for any
reason will be returned without expense to the tendering holder promptly after the
expiration or termination of this exchange offer.

Conditions to this Exchange Offer
This exchange offer is subject to customary conditions, some of which we may waive. See
"The Exchange Offer--Certain Conditions to This Exchange Offer."

Procedures for Tendering Old Notes
If you wish to accept this exchange offer, you must complete, sign and date the
accompanying letter of transmittal, or a copy of it, according to the instructions contained
in this prospectus and the letter of transmittal. You must mail or otherwise deliver the letter
of transmittal, or the copy, together with the old notes and any other required documents, to
the exchange agent at the address set forth on the cover of the letter of transmittal. If you
hold old notes through The Depository Trust Company ("DTC") and wish to participate in
this exchange offer, you may use DTC's Automated Tender Offer Program to tender, by
which you will agree to be bound by the letter of transmittal.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that,
among other things:

· you are not an affiliate of ours or if you are such an affiliate, you will comply with

the registration and prospectus delivery requirements of the Securities Act to the
extent applicable;

·
you are acquiring the exchange notes in the ordinary course of its business;

· at the time of the exchange offer, you have no arrangement with any person to

participate in the distribution (within the meaning of the Securities Act) of the old
notes or the exchange notes; and

· if you are a broker-dealer that will receive exchange notes for its own account in
exchange for old notes that were acquired as a result of market making or other

trading activities, you will deliver a prospectus (or to the extent permitted by law,
make available a prospectus to purchasers) in connection with any resale of such
exchange notes.

See "The Exchange Offer--Procedures for Tendering Old Notes."

Guaranteed Delivery Procedures
If you wish to tender your old notes and your old notes are not immediately available or
you cannot deliver your old notes, the letter of transmittal or any other documents required
by the letter of

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