Bond West Union Corp 2.85% ( US959802AY56 ) in USD

West Union Corp

100 % ▲

United States

US959802AY56 ( in USD )

2.85% per year ( payment 2 times a year)

09/01/2025 - Bond has expired

Prospectus brochure of the bond Western Union Company US959802AY56 in USD 2.85%, expired

2 000 USD

500 000 000 USD

959802AY5

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

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 US959802AY56, pays a coupon of 2.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/01/2025

The Bond issued by West Union Corp ( United States ) , in USD, with the ISIN code US959802AY56, 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 US959802AY56, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 wu3674081-424b2.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
Filed Pursuant to Rule 424(b)(2)
Registration File No. 333-234014
CALCULATION OF REGISTRATION FEE
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered
Registered
Per Unit
Offering Price
Registration Fee(1)
2.850% Notes due 2025
$500,000,000
99.845%
$499,225,000
$64,799.41
(1) Calculated in accordance with Rule 457(o) and (r) under the Securities Act of 1933, as amended.
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 30, 2019)
$500,000,000
2.850% Notes due 2025
____________________
The Western Union Company is offering $500,000,000 aggregate principal amount of 2.850% Notes due 2025 (the "notes"). Interest on the
notes will be set at a per annum rate equal to 2.850%. The interest rate on the notes may be adjusted under the circumstances described in this
prospectus supplement under "Description of the Notes--General--Interest Rate Adjustment." The Western Union Company will pay interest on
the notes on January 10 and July 10 of each year, beginning July 10, 2020. The notes will mature on January 10, 2025.
The Western Union Company may redeem the notes at any time in whole or from time to time in part at the prices specified in this prospectus
supplement under the section titled "Description of the Notes--Optional Redemption."
The notes will be The Western Union Company's senior unsecured obligations and will rank equally in right of payment with its other existing
and future senior unsecured obligations. The notes will be effectively junior to all existing and future indebtedness and other liabilities of The
Western Union Company's subsidiaries.
The notes will not be listed on any securities exchange or included in any automated quotation system. Currently there is no public market for
the notes.
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
____________________
Investing in the notes involves risks. See the sections titled "Risk Factors" beginning on page S-11 of this prospectus supplement, page 4
of the accompanying prospectus and page 21 of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the
U.S. Securities and Exchange Commission (the "SEC") for a discussion of certain of the risks you should consider before investing in the
notes.
Per Note
Total
Public offering price(1)
99.845%
$499,225,000
Underwriting discount
0.600%
$
3,000,000
Proceeds, before expenses, to The Western Union Company
99.245%
$496,225,000
____________________
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(1)
Plus accrued interest from November 25, 2019, if settlement occurs after that date, which is the fifth U.S. business day following the date of
this prospectus supplement (such settlement being referred to as "T+5").
Neither the SEC nor any U.S. state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company and its participants,
including Clearstream Banking, S.A. and Euroclear Bank, SA/NV, as operator of the Euroclear System, on or about November 25, 2019.
____________________
Joint Book-Running Managers
Citigroup
J.P. Morgan
Wells Fargo Securities

Co-Managers

US Bancorp
BMO Capital Markets
Fifth Third Securities
Mizuho Securities
BBVA
Credit Suisse
HSBC
RBC Capital Markets
Scotiabank
Siebert Williams Shank
SunTrust Robinson Humphrey
The date of this prospectus supplement is November 18, 2019.
TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Where You Can Find More Information
S-4
Summary
S-5
Risk Factors
S-11
Use of Proceeds
S-14
Capitalization
S-15
Description of the Notes
S-16
Material U.S. Federal Income Tax Considerations
S-28
Underwriting
S-33
Legal Matters
S-39
Experts
S-39

Prospectus

Page
About This Prospectus
1
Where You Can Find More Information
1
Forward-Looking Statements
3
Risk Factors
5
The Western Union Company
6
Use of Proceeds
7
Unaudited Pro Forma Condensed Consolidated Financial Statements
8
Description of Debt Securities
11
Plan of Distribution
24
Legal Matters
25
Experts
25
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The second
part is the accompanying prospectus dated September 30, 2019, which we refer to as the "accompanying prospectus." The accompanying
prospectus contains a description of certain terms of the debt securities we may issue, including the notes, and gives more general information,
some of which may not apply to the notes. To the extent the information contained in this prospectus supplement differs or varies from the
information contained in the accompanying prospectus or the documents incorporated by reference into the prospectus supplement or the
accompanying prospectus, the information in this prospectus supplement controls.
We have not, and the underwriters have not, authorized anyone to provide you with any information other than, and you should rely only on,
the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and in any free writing
prospectus we authorize that supplements this prospectus supplement and the other information to which we have referred you. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and
therein, and any free writing prospectus we authorize, is accurate only as of the respective dates of those documents. Our business, financial
condition, results of operations and prospects may have changed materially since those dates.
Before you invest in the notes, you should carefully read the registration statement (including the exhibits thereto) of which the accompanying
prospectus form a part, this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. The incorporated documents are described under
"Where You Can Find More Information."
As used in this prospectus supplement, the terms "Western Union," the "Company," "we," "us" and "our" refer to The Western Union
Company and its consolidated subsidiaries, unless the context requires otherwise.
S-1
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the materials we have filed or will file with the SEC (as well as information
included in our other written or oral statements) contain or will contain certain statements that are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements with regard to the repurchase or redemption of our outstanding 5.253%
notes due 2020. 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," "targets," "anticipates," "believes," "estimates," "guides," "provides guidance," "provides outlook" and other similar
expressions or future or conditional verbs such as "may," "will," "should," "would," "could," and "might" are intended to identify such forward-
looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed in
the "Risk Factors" section and elsewhere in this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31,
2018 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, which are
incorporated by reference herein. The statements are only as of the date they are made, and we undertake 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: changes in general economic conditions and economic conditions in
the regions and industries in which we operate, including global economic downturns and trade disruptions, or significantly slower growth or
declines in the money transfer, payment service and other markets in which we operate, including downturns or declines related to interruptions in
migration patterns, or non-performance by our banks, lenders, insurers or other financial services providers; failure to compete effectively in the
money transfer and payment service industry, including among other things, with respect to price, with global and niche or corridor money transfer
providers, banks and other money transfer and payment service providers, including electronic, mobile and Internet-based services, card
associations and card-based payment providers, and with digital currencies and related protocols, and other innovations in technology and business
models; political conditions and related actions, including trade restrictions and government sanctions in the United States and abroad which may
adversely affect our business and economic conditions as a whole, including interruptions of United States or other government relations with
countries in which we have or are implementing significant business relationships with agents or clients; deterioration in customer confidence in
our business, or in money transfer and payment service providers generally; our ability to adopt new technology and develop and gain market
acceptance of new and enhanced services in response to changing industry and consumer needs or trends; 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; any material breach of security, including cybersecurity, or safeguards of or interruptions in any of our systems or those of our
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vendors or other third parties; cessation of or defects in various services provided to us by third-party vendors; mergers, acquisitions and the
integration of acquired businesses and technologies into our Company, divestitures and the failure to realize anticipated financial benefits from
these transactions, and events requiring us to write down our goodwill; decisions to change our business mix; failure to manage credit and fraud
risks presented by our agents, clients and consumers; failure to maintain our agent network and business relationships under terms consistent with
or more advantageous to us than those currently in place, including due to increased costs or loss of business as a result of increased compliance
requirements or difficulty for us, our agents or their subagents in establishing or maintaining relationships with banks needed to conduct our
services; changes in tax laws, or their interpretation, including with respect to United States tax reform legislation enacted in December 2017, any
subsequent regulation and potential related state income tax impacts, and unfavorable resolution of tax contingencies; adverse rating actions by
credit rating agencies; our ability to realize the anticipated benefits from business transformation, productivity and cost-savings and other related
initiatives, which may include decisions to downsize or to transition operating activities from one location to another, and to minimize any
disruptions in our workforce that may result from those initiatives; our ability to protect our brands and our other intellectual property rights and to
defend
S-2
ourselves against potential intellectual property infringement claims; our ability to attract and retain qualified key employees and to manage our
workforce successfully; material changes in the market value or liquidity of securities that we hold; restrictions imposed by our debt obligations;
(ii) events related to our regulatory and litigation environment, such as: liabilities or loss of business resulting from a failure by us, our agents or
their subagents to comply with laws and regulations and regulatory or judicial interpretations thereof, including laws and regulations designed to
protect consumers, or detect and prevent money laundering, terrorist financing, fraud and other illicit activity; increased costs or loss of business
due to regulatory initiatives and changes in laws, regulations and industry practices and standards, including changes in interpretations in the
United States and abroad, affecting us, our agents or their subagents, or the banks with which we or our agents maintain bank accounts needed to
provide our services, including related to anti-money laundering regulations, anti-fraud measures, our licensing arrangements, customer due
diligence, agent and subagent due diligence, registration and monitoring requirements, consumer protection requirements, remittances and
immigration; liabilities, increased costs or loss of business and unanticipated developments resulting from governmental investigations and consent
agreements with or enforcement actions by regulators, including those associated with the settlement agreements with the United States
Department of Justice, certain United States Attorney's Offices, the United States Federal Trade Commission, the Financial Crimes Enforcement
Network of the United States Department of Treasury, and various state attorneys general, and those associated with the January 4, 2018 consent
order which resolved a matter with the New York State Department of Financial Services; liabilities resulting from litigation, including class-
action lawsuits and similar matters, and regulatory enforcement actions, including costs, expenses, settlements and judgments; failure to comply
with regulations and evolving industry standards regarding consumer privacy and data use and security, including with respect to the General Data
Protection Regulation approved by the European Union; failure to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act,
as well as regulations issued pursuant to it and the actions of the Consumer Financial Protection Bureau and similar legislation and regulations
enacted by other governmental authorities in the United States and abroad related to consumer protection and derivative transactions; effects of
unclaimed property laws or their interpretation or the enforcement thereof; failure to maintain sufficient amounts or types of regulatory capital or
other restrictions on the use of our working capital to meet the changing requirements of our regulators worldwide; changes in accounting
standards, rules and interpretations or industry standards affecting our business; and (iii) other events, such as: catastrophic events; and
management's ability to identify and manage these and other risks.
S-3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC allows us to "incorporate by
reference" into this prospectus supplement the information we file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and
information that we file later with the SEC will automatically update and supersede this information. SEC rules and regulations also permit us to
"furnish" rather than "file" certain reports and information with the SEC. Any such reports or information that we "furnish" to the SEC shall not
be deemed to be incorporated by reference into or otherwise become a part of this prospectus supplement, regardless of when furnished to the
SEC. We incorporate by reference the following documents we filed with the SEC (file number 001-32903) and any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the
offering of the notes under this prospectus supplement is complete:
? Annual Report on Form 10-K for the year ended December 31, 2018;

? Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019; and

? Current Reports on Form 8-K filed with the SEC on February 28, 2019, March 15, 2019, May 9, 2019, May 20, 2019, May 29, 2019 and
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August 1, 2019 (other than with respect to Items 2.02 and 7.01).
We make available free of charge most of our SEC filings through our website (www.westernunion.com) as soon as reasonably practicable
after they are filed with the SEC. You may access these SEC filings on the "Investor Relations" section of our website. You may also request a
copy of our SEC filings at no cost, by writing or telephoning us at:
The Western Union Company
7001 East Belleview Avenue
Denver, Colorado 80237
Attention: Investor Relations
Telephone (866) 405-5012
Our SEC filings are also available at the SEC's website at www.sec.gov. Any information on our website or the SEC's website (other than the
documents listed above) is not a part of this prospectus supplement.
S-4
SUMMARY
This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus supplement and
the accompanying prospectus and does not contain all of the information that you should consider in making your investment decision. You
should read this summary together with the more detailed information appearing elsewhere in this prospectus supplement, as well as with the
information in the accompanying prospectus and in the documents incorporated by reference or deemed incorporated by reference into this
prospectus supplement or the accompanying prospectus. You should carefully consider, among other things, the matters discussed in the
"Risk Factors" and "Forward-Looking Statements" sections and elsewhere in this prospectus supplement and the accompanying prospectus
and in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2019, June 30, 2019 and September 30, 2019, which are incorporated by reference herein. In addition, this prospectus
supplement and the accompanying prospectus include or incorporate by reference forward-looking information that involves risks and
uncertainties, which should be read with the cautionary statements and important factors included under "Forward-Looking Statements"
above.
Our Company
The Western Union Company is a leader in global money movement and payment services, providing people and businesses with fast,
reliable and convenient ways to send money and make payments around the world. The Western Union® brand is globally recognized. As of
September 30, 2019, our services were primarily available through a network of agent locations in more than 200 countries and territories and
through online money transfer transactions conducted and funded through Western Union branded websites and mobile apps
("westernunion.com"). Each location in our agent network is capable of providing one or more of our services.
Our business consists of the following segments:
? Consumer-to-Consumer - Our Consumer-to-Consumer operating segment facilitates money transfers between two consumers,
primarily through a network of third-party agents. We view our multi-currency money transfer service as one interconnected global
network where a money transfer can be sent from one location to another, around the world. This service is available for international
cross-border transfers and, in certain countries, intra-country transfers. This segment also includes money transfer transactions that can
be initiated through websites and mobile devices.

? Business Solutions - Our Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-
border, cross-currency transactions, for small and medium size enterprises and other organizations and individuals. The majority of the
segment's business relates to exchanges of currency at spot rates, which enable customers to make cross-currency payments. In
addition, in certain countries, we write foreign currency forward and option contracts for customers to facilitate future payments.
All businesses and other services that have not been classified in the above segments are reported as Other, which primarily includes our
cash-based and electronic-based bill payment services which facilitate payments from consumers to businesses and other organizations. In
May 2019, we sold a substantial majority of our United States based electronic bill payment services. Our money order and other services, in
addition to certain corporate costs such as costs related to strategic initiatives, including costs for the review and closing of mergers,
acquisitions and divestitures, are also included in Other.
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We believe that brand strength, size and reach of our global network, convenience, reliability and value for the price paid have been
important to the growth of our business. As we continue to seek to meet the needs of our customers for fast, reliable and convenient global
money movement and payment services, with a continued focus on regulatory compliance, we are also working to provide consumers and our
business clients with access to an expanding portfolio of payment and other financial services and to expand the ways our services can be
accessed.
Our principal executive offices are located at 7001 East Belleview Avenue Denver, Colorado 80237 and our telephone number is (866)
405-5012.
S-5
Recent Developments
Concurrently with this offering, we are conducting a cash tender offer, referred to herein as the "tender offer," for any and all of our
outstanding 5.253% notes due 2020 (the "2020 notes"). As of September 30, 2019, we had $324.9 million aggregate principal amount of 2020
notes outstanding. The tender offer commenced on November 18, 2019 and is scheduled to expire at 5:00 p.m., New York City time, on
November 22, 2019, subject to our right to extend the tender offer. The tender offer is being made pursuant to an offer to purchase dated as
of November 18, 2019 and related notice of guaranteed delivery issued in connection with the tender offer.
The closing of this offering is not conditioned upon the closing of the tender offer. The closing of the tender offer, however, is conditioned
on, among other things, the terms of this offering being reasonably satisfactory to us, the proceeds of which will be sufficient to finance the
repurchase of the 2020 notes validly tendered and accepted for purchase pursuant to the tender offer. See "Use of Proceeds" in this prospectus
supplement. This prospectus supplement relates only to the notes being offered hereby and is not an offer to purchase or a solicitation of an
offer to sell any 2020 notes. We cannot assure you that the tender offer will be consummated in accordance with its terms, or at all, or that a
significant principal amount of the 2020 notes will be retired and cancelled pursuant to the tender offer.
We expect to exercise our right under the indenture governing the 2020 notes to optionally redeem any and all of the 2020 notes not
purchased by us in the tender offer at the applicable redemption price, although we have no legal obligation to do so and the selection of any
particular redemption date is in our discretion. This offering is not conditioned upon the consummation of the redemption and this prospectus
supplement shall not constitute a notice of redemption under the indenture governing the 2020 notes. Any such notice, if made, will only be
made in accordance with the provisions of such indenture.
In connection with the tender offer, we have retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC as dealer managers.
S-6
The Offering
The following summary contains basic information about the notes. It does not contain all the information that is important to you. For a
more complete understanding of the notes, please refer to the section of this prospectus supplement titled "Description of the Notes" and the
section of the accompanying prospectus titled "Description of Debt Securities." In this section, references to "we," "us" and "our" refer
only to The Western Union Company and not any of its subsidiaries.
Issuer
The Western Union Company.

Notes Offered
$500,000,000 aggregate principal amount of 2.850% Notes due 2025.

Maturity
January 10, 2025.

Interest Payment Dates
January 10 and July 10 of each year, beginning July 10, 2020.
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Interest Rate Adjustment
The interest rate payable on the notes will be subject to adjustments from time to time if
Moody's Investors Service, Inc. or Standard & Poor's Ratings Services downgrades (or if either
subsequently upgrades) the debt rating assigned to the notes as described under "Description of
the Notes--General--Interest Rate Adjustment."

Ranking
The notes will be The Western Union Company's senior unsecured obligations. They will rank
equally in right of payment with our existing and future senior unsecured obligations and will
be senior in right of payment to any of our existing and future subordinated indebtedness. The
notes will be effectively junior to all existing and future indebtedness and other liabilities of our
subsidiaries.

Optional Redemption
We may redeem the notes at any time in whole or from time to time in part at the prices
specified in this prospectus supplement under "Description of the Notes--Optional
Redemption."

Change of Control
If we experience a "Change of Control Triggering Event," as described in this prospectus
Offer to Repurchase
supplement, each holder of the notes may require us to repurchase some or all of its notes at a
price equal to 101% of the principal amount of its notes, plus accrued and unpaid interest to, but
not including, the repurchase date, if any, as described more fully under "Description of the
Notes--Change of Control."

Sinking Fund
None.

Use of Proceeds
We estimate the net proceeds to us from the sale of the notes will be approximately $495.2
million, after deducting the underwriting discount and other expenses of the offering payable by
us. We intend to use the net proceeds from the sale of the notes to finance the purchase of the
2020 notes in the tender offer and to pay related fees and expenses, and the remainder for
general corporate purposes.
S-7
Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 of this
prospectus supplement, page 4 of the accompanying prospectus and page 21 of our Annual
Report on Form 10-K for the year ended December 31, 2018 filed with the SEC for a
discussion of certain of the risks you should consider before investing in the notes.

Denominations
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Form
We will issue the notes in the form of one or more fully registered global notes registered in the
name of the nominee of The Depository Trust Company ("DTC"). Beneficial interests in the
notes will be represented through book-entry accounts of financial institutions acting on behalf
of beneficial owners as direct and indirect participants in DTC. Clearstream Banking, S.A.
("Clearstream") and Euroclear Bank, SA/NV, as operator of the Euroclear System
("Euroclear"), will hold interests on behalf of their participants through their respective U.S.
depositaries, which in turn will hold such interests in accounts as participants of DTC. Except
in the limited circumstances described in this prospectus supplement, owners of beneficial
interests in the notes will not be entitled to have notes registered in their names, will not receive
or be entitled to receive notes in definitive form and will not be considered holders of notes
under the indenture.

Additional Notes
The indenture governing the notes does not, and the notes will not, limit the aggregate principal
amount of notes or other debt securities or other debt that we or our subsidiaries may issue. We
may issue from time to time other series of debt securities, but such series will be separate from
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the notes. In addition, we may issue additional notes of the same series as the notes without the
consent of, or notice to, the holders of the outstanding notes.

Listing
The notes will not be listed on any securities exchange or included in any automated quotation
system.

Trustee
Wells Fargo Bank, National Association.

Governing Law
The indenture is, and the notes will be, governed by and construed in accordance with the laws
of the State of New York.
S-8
SUMMARY OF SELECTED HISTORICAL FINANCIAL DATA
The following tables set forth our summary of selected historical financial data presented on a consolidated basis and include the accounts
of Western Union and our majority-owned subsidiaries. Our summary of selected historical financial data is not necessarily indicative of our
future financial condition, future results of operations or future cash flows. You should read the information set forth below in conjunction
with all information included or incorporated by reference in this prospectus supplement, including "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our historical consolidated financial statements and the notes to those statements from
our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2019, June 30, 2019 and September 30, 2019.
Nine Months Ended
September 30,
Year Ended December 31,
(in millions, except per share data)

2019

2018

2018

2017

2016

2015

2014
Statements of Income/(Loss) Data:
(unaudited)
Revenues(a)
$3,984.4
$4,188.3
$5,589.9
$5,524.3
$5,422.9
$5,483.7
$5,607.2
Operating expenses(b)
3,276.9
3,337.2
4,467.8
5,048.5
4,935.9
4,371.5
4,462.9
Operating income(a)(b)
707.5
851.1
1,122.1
475.8
487.0
1,112.2
1,144.3
Gain on divestitures of businesses(c)
524.6
--
--
--
--
--
--
Interest income(d)
4.2
3.6
4.8
4.9
3.5
10.9
11.5
Interest expense(e)
(114.5)
(111.4)
(149.6)
(142.1)
(152.5)
(167.9)
(176.6)
Other income/(expense), net
2.1
13.1
14.1
8.9
3.7
(13.4)
(11.0)
Income before income taxes(a)(b)(c)(d)(e)
1,123.9
756.4
991.4
347.5
341.7
941.8
968.2
Net income/(loss)(a)(b)(c)(d)(e)(f)
922.9
639.8
851.9
(557.1)
253.2
837.8
852.4
Depreciation and amortization
190.7
196.0
264.7
262.9
263.2
270.2
271.9
Cash Flow Data:
Net cash provided by
$ 665.3
$ 518.5
$ 821.3
$ 742.0
$1,041.9
$1,071.1
$1,045.9
operating activities(g)
Capital expenditures(h)
(93.5)
(248.1)
(339.0)
(177.1)
(229.8)
(266.5)
(179.0)
Common stock repurchased(i)
(483.8)
(360.6)
(412.4)
(502.8)
(501.6)
(511.3)
(495.4)
Earnings/(Loss) Per Share Data:
Basic(a)(b)(c)(d)(e)(f)(i)
$
2.14
$
1.41
$
1.89
$ (1.19)
$
0.52
$
1.63
$
1.60
Diluted(a)(b)(c)(d)(e)(f)(i)
$
2.13
$
1.40
$
1.87
$ (1.19)
$
0.51
$
1.62
$
1.59
Cash dividends declared per
$
0.60
$
0.57
$
0.76
$
0.70
$
0.64
$
0.62
$
0.50
common share(j)
Key Indicators (unaudited):
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Consumer-to-Consumer transactions
215.6
212.7
287.0
275.8
268.3
261.5
254.9
As of September 30,
As of December 31,
(in millions)

2019

2018

2017
2016 2015 2014
Balance Sheet Data:
(unaudited)
Settlement assets
$3,297.3
$3,813.8
$4,188.9
$3,749.1
$3,308.7
$3,313.7
Total assets
8,803.7
8,996.8
9,231.4
9,419.6
9,449.2
9,877.5
Settlement obligations
3,297.3
3,813.8
4,188.9
3,749.1
3,308.7
3,313.7
Total borrowings
3,248.0
3,433.7
3,033.6
2,786.1
3,215.9
3,707.5
Total liabilities
8,823.4
9,306.6
9,722.8
8,517.4
8,044.3
8,577.1
Total stockholders' (deficit)/equity
(19.7)
(309.8)
(491.4)
902.2
1,404.9
1,300.4
S-9
____________________
(a) On May 9, 2019, we completed the sale of our United States electronic bill payments business known as Speedpay to ACI Worldwide
Corp. and ACW Worldwide, Inc., for cash consideration of approximately $750 million. For the nine months ended September 30,
2019 and 2018, Speedpay revenues were $125.4 million and $267.7 million, respectively.
(b)
For the nine months ended September 30, 2019, operating expenses included $98.9 million of expenses incurred in connection with an
overall restructuring plan, approved by the Board of Directors on August 1, 2019, to improve our business processes and cost structure
by reducing headcount and consolidating various facilities. For the nine months ended September 30, 2019 and 2018, Speedpay direct
operating expenses were $98.2 million and $189.7 million, respectively. For the year ended December 31, 2017, operating expenses
included a non-cash goodwill impairment charge of $464.0 million related to our Business Solutions reporting unit, and $60.0 million
of expenses related to a January 4, 2018 consent order which resolved a matter with the New York State Department of Financial
Services (the "NYDFS Consent Order"). For the year ended December 31, 2016, operating expenses included $601.0 million of
expenses as a result of our settlement agreements with the United States Department of Justice, certain United States Attorneys'
Offices, the United States Federal Trade Commission, the Financial Crimes Enforcement Network of the United States Department of
Treasury, and various state attorneys general (the "Joint Settlement Agreements"). For the year ended December 31, 2015, operating
expenses included $35.3 million of expenses as a result of a settlement agreement reached in July 2015 between Paymap, Inc.,
previously a subsidiary of Western Union ("Paymap"), and the Consumer Financial Protection Bureau regarding Paymap's marketing
of its "Equity Accelerator" service.
(c)
For the nine months ended September 30, 2019, we recorded a pre-tax gain primarily related to our May 9, 2019 sale of Speedpay to
ACI Worldwide Corp. and ACW Worldwide, Inc.
(d)
Interest income consists of interest earned on cash and other investments not required to satisfy settlement obligations.
(e)
Interest expense primarily relates to our outstanding borrowings.
(f)
For the year ended December 31, 2017, our provision for income taxes included an estimated $828 million related to the enactment of
United States tax reform legislation in December 2017 (the "Tax Act"), primarily due to a tax on certain previously undistributed
earnings of foreign subsidiaries, partially offset by the remeasurement of deferred tax assets and liabilities and other tax balances to
reflect the lower federal income tax rate, among other effects. During the year ended December 31, 2018, we completed our accounting
for the Tax Act's impacts that were provisionally estimated as of December 31, 2017 and recorded an additional $22.5 million of
income tax expense.
(g)
Net cash provided by operating activities during the year ended December 31, 2018 was negatively impacted by approximately $120
million of payments related to an agreement with the IRS resolving substantially all of the issues related to our restructuring of our
international operations in 2003, $64 million of payments related to tax on certain of our previously undistributed foreign earnings
associated with the Tax Act, a $60 million payment related to the NYDFS Consent Order and payments related to a business
transformation initiative. Net cash provided by operating activities during the year ended December 31, 2017 was impacted by cash
payments of $591 million pursuant to the Joint Settlement Agreements and payments related to a business transformation initiative.
(h)
Capital expenditures include capitalization of contract costs, capitalization of purchased and developed software and purchases of
property and equipment.
(i)
On February 9, 2017, the Board of Directors authorized $1.2 billion of common stock repurchases through December 31, 2019, of
which $69.0 million remained available as of September 30, 2019. On February 28, 2019, the Board of Directors authorized $1.0 billion
of common stock repurchases through December 31, 2021, all of which remained available as of September 30, 2019. During the nine
months ended September 30, 2019 and 2018, and the years ended December 31, 2018, 2017, 2016, 2015, and 2014, we repurchased
24.4 million, 17.4 million, 20.2 million, 24.9 million, 24.8 million, 25.1 million, and 29.3 million shares, respectively, under
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authorizations from our Board of Directors.
(j)
Our Board of Directors declared quarterly cash dividends of $0.20 per common share in the first three quarters of 2019, $0.19 in each
quarter of 2018, $0.175 in each quarter of 2017, $0.16 in each quarter of 2016, $0.155 in each quarter of 2015, and $0.125 in each
quarter of 2014.
S-10
RISK FACTORS
An investment in the notes is subject to various risks. These risks should be considered carefully with the information provided elsewhere and
incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding to invest in the notes, including the risk
factors incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, 2018, as updated by the annual,
quarterly and other reports and documents that we file with the SEC after the date of this prospectus supplement and that are incorporated by
reference herein or in the accompanying prospectus. In addition, please read the information included or incorporated by reference under
"Forward-Looking Statements" in this prospectus supplement for a description of additional uncertainties associated with our business, results of
operations and financial condition and the forward-looking statements included or incorporated by reference in this prospectus supplement and
the accompanying prospectus.
Risks Relating to the Notes
We are a holding company that conducts all of our business through subsidiaries. The debt and other liabilities of our subsidiaries will be
effectively senior to the notes.
We conduct all of our business through our subsidiaries. Our cash flow and, consequently, our ability to pay interest and to service our debt,
including the notes, are dependent upon the cash flow of our subsidiaries and the payment of funds to us by those subsidiaries in the form of loans,
dividends or otherwise. Our subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any
amounts due on the notes or to make cash available for that purpose. In addition, many of our operating subsidiaries are highly regulated and may
be subject to restrictions on their ability to pay dividends to us. These subsidiaries may use the earnings they generate, as well as their existing
assets, to fulfill any existing or future direct debt service requirements.
The notes will be The Western Union Company's senior unsecured obligations and will rank equally in right of payment with all of its existing
and future senior unsecured obligations. The notes will be effectively junior to all existing and future indebtedness and other liabilities of our
subsidiaries, which means that creditors of our subsidiaries will be paid from their assets before holders of the notes would have any claims to
those assets. As of September 30, 2019, our subsidiaries had outstanding approximately $335 million of total indebtedness, including letters of
credit and bank guarantees but excluding intercompany indebtedness, and may incur additional debt in the future. See "Description of the Notes--
General--Ranking."
There are no covenants in the indenture governing the notes relating to our ability to incur future indebtedness or pay dividends and limited
restrictions on our ability to engage in other activities, which could adversely affect our ability to pay our obligations under the notes.
The indenture governing the notes does not contain any financial covenants. The indenture permits us and, with respect to the notes, our
subsidiaries, to incur additional debt, including, subject to certain requirements, secured debt. Because the notes are unsecured, in the event of any
liquidation, dissolution, reorganization, bankruptcy or other similar proceeding regarding us, whether voluntary or involuntary, the holders of our
secured debt will be entitled to receive payment to the extent of the assets securing that debt before we can make any payment with respect to the
notes. If any of the foregoing events occurs, we cannot assure you that we will have sufficient assets to pay amounts due on our debt and the notes.
As a result, you may receive less than you are entitled to receive or recover nothing if any liquidation, dissolution, reorganization, bankruptcy or
other similar proceeding occurs.
S-11
The indenture does not limit our or our subsidiaries' ability to issue or repurchase securities, pay dividends or engage in transactions with
affiliates. Our ability to use our funds for numerous purposes may limit the funds available to pay our obligations under the notes.
There may not be a public market for the notes.
The notes constitute a new issue of securities with no established trading market. We do not intend to list the notes on any securities exchange
or to include the notes in any automated quotation system. Accordingly, no market for the notes may develop, and any market that develops may
https://www.sec.gov/Archives/edgar/data/1365135/000120677419003731/wu3674081-424b2.htm[11/21/2019 8:53:33 AM]

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