Obligation West Union Corp 4.25% ( US959802AX73 ) en USD

West Union Corp

100 % ▲

Etas-Unis

US959802AX73 ( en USD )

4.25% par an ( paiement semestriel )

08/06/2023 - Obligation échue

Prospectus brochure de l'obligation Western Union Company US959802AX73 en USD 4.25%, échue

2 000 USD

300 000 000 USD

959802AX7

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Western Union est une société mondiale de services financiers spécialisée dans les transferts d'argent, les paiements et les services monétaires, opérant via un vaste réseau de points de service et de canaux numériques.

L'obligation Western Union Company (ISIN: US959802AX73, CUSIP: 959802AX7), émise aux États-Unis pour un montant total de 300 000 000 USD, avec un coupon de 4,25%, échéant le 08/06/2023, a été remboursée à son prix nominal de 100% et présentait des notations S&P de BBB et Moody's de Baa2, avec une taille minimale d?achat de 2000 USD et des paiements semestriels.

424B2 1 wu3425991-424b2.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
Filed Pursuant to Rule 424(b)(2)
Registration File No. 333-213943
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)
4.250% Notes due 2023
$300,000,000
99.920%
$299,760,000
$37,320.12
(1) Calculated in accordance with Rule 457(o) and (r) under the Securities Act of 1933, as amended.
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 3, 2016)
$300,000,000
4.250% Notes due 2023
_____________________________
The Western Union Company is offering $300,000,000 aggregate principal amount of 4.250% Notes due 2023 (the "notes"). Interest on the
notes will be set at a per annum rate equal to 4.250%. 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 June 9 and December 9 of each year, beginning December 9, 2018. The notes will mature on June 9, 2023.
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-10 of this prospectus supplement, page 5
of the accompanying prospectus and page 21 of our Annual Report on Form 10-K for the year ended December 31, 2017 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)
99.920%
$299,760,000
Underwriting discount
0.600%
$
1,800,000
Proceeds, before expenses, to The Western Union Company
99.320%
$297,960,000
____________________
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(1)
Plus accrued interest from June 11, 2018, if settlement occurs after that date, which is the third U.S. business day following the date of this
prospectus supplement (such settlement being referred to as "T+3").
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, S.A./N.V., as operator of the Euroclear System, on or about June 11, 2018.
_____________________________
Joint Book-Running Managers
Barclays
BofA Merrill Lynch
Co-Managers
BNY Mellon Capital Markets, LLC
CIBC Capital Markets
Credit Suisse
Fifth Third Securities
J.P. Morgan
Mizuho Securities
MUFG
Scotiabank
US Bancorp
The date of this prospectus supplement is June 6, 2018.
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
Prospectus Supplement Summary
S-5
Summary of Selected Historical Financial Data
S-8
Risk Factors
S-10
Use of Proceeds
S-13
Capitalization
S-14
Description of the Notes
S-15
Material U.S. Federal Income Tax Considerations
S-27
Underwriting
S-32
Legal Matters
S-38
Experts
S-38

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
Ratio of Earnings to Fixed Charges
8
Description of Debt Securities
9
Plan of Distribution
22
Legal Matters
23
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Experts
23
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 October 3, 2016, 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. 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 "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" sections and elsewhere in this prospectus supplement and in our Annual Report on Form 10-K for the
year ended December 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, 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 and trade downturns, 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 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
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cybersecurity, or safeguards of or interruptions in any of our systems or those of our vendors or other third parties; cessation of or defects in
various services provided to us by third-party vendors; mergers, acquisitions and integration of acquired businesses and technologies into our
Company, and the failure to realize anticipated financial benefits from these acquisitions, and events requiring us to write down our goodwill;
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; decisions to change our business mix; changes in tax laws, or their interpretation,
including with respect to United States tax reform legislation enacted in December 2017 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 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;
S-2
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, the European Union and globally, 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 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; the ongoing impact on our business
from 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; 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: adverse tax consequences from our spin-off from First Data Corporation; 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, 2017;

? Quarterly Report on Form 10-Q for the quarter ended March 31, 2018; and

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? Current Reports on Form 8-K filed with the SEC on January 4, 2018 (other than with respect to Item 7.01) and May 22, 2018.
We make available free of charge most of our SEC filings through our Internet 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
12500 East Belford Avenue
Englewood, Colorado 80112
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. You may also read and copy any documents that we file with the SEC at the
SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC
and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference
room.
S-4
PROSPECTUS SUPPLEMENT 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, 2017 and our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018, 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
March 31, 2018, our services were primarily available through a global network of over 550,000 agent locations in more than 200 countries
and territories, with approximately 90% of those locations outside of the United States. Each location in our agent network is capable of
providing one or more of our services, with the majority offering a Western Union branded service.
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. Our multi-currency money transfer service is viewed by us 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 electronic-based and cash-based bill payment services which facilitate payments from consumers to businesses and other organizations,
and our money order and other services, in addition to costs for the review and closing of acquisitions.
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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 12500 East Belford Avenue, Englewood, Colorado 80112 and our telephone number is
(866) 405-5012.
S-5
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
$300,000,000 aggregate principal amount of 4.250% Notes due 2023.

Maturity
June 9, 2023.

Interest Payment Dates
June 9 and December 9 of each year, beginning December 9, 2018.

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 $297.1
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 for general corporate purposes,
which may include the repayment of our outstanding 3.650% notes due 2018.
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S-6
Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this
prospectus supplement, page 5 of the accompanying prospectus and page 21 of our Annual
Report on Form 10-K for the year ended December 31, 2017 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, S.A./N.V., 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
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.
S-7
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 the "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, 2017 and our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2018.
Three Months Ended
March 31,
Year Ended December 31,
(in millions, except per share data and ratios)

2018

2017

2017

2016

2015

2014

2013
Statements of Income/(Loss) Data:
(unaudited)
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Revenues
$1,389.4 $1,302.4 $ 5,524.3 $5,422.9 $5,483.7 $5,607.2 $ 5,542.0
Operating expenses(a)
1,124.5
1,062.3
5,050.9
4,939.2
4,374.3
4,466.7
4,434.6
Operating income(a)
264.9
240.1
473.4
483.7
1,109.4
1,140.5
1,107.4
Interest income(b)
0.7
1.1
4.9
3.5
10.9
11.5
9.4
Interest expense(c)
(35.5)
(31.3)
(142.1)
(152.5)
(167.9)
(176.6)
(195.6)
Other income/(expense), net,
4.4
3.2
11.3
7.0
(10.6)
(7.2)
5.7
excluding interest income and
interest expense
Income before income taxes(a)(b)(c)
234.5
213.1
347.5
341.7
941.8
968.2
926.9
Net income/ (loss)(a)(b)(c)(d)
213.6
161.7
(557.1)
253.2
837.8
852.4
798.4
Depreciation and amortization
66.7
66.4
262.9
263.2
270.2
271.9
262.8
Cash Flow Data:
Net cash provided by
$ 132.7
$
86.3 $ 735.8 $1,041.9 $1,071.1 $1,045.9 $ 1,088.6
operating activities(e)
Capital expenditures(f)
(37.2)
(26.4)
(177.1)
(229.8)
(266.5)
(179.0)
(241.3)
Common stock repurchased(g)
(11.6)
(219.3)
(502.8)
(501.6)
(511.3)
(495.4)
(399.7)
Earnings/(Loss) Per Share Data:
Basic(a)(b)(c)(g)
$
0.46
$
0.34
$
(1.19)
$
0.52
$
1.63
$
1.60
$
1.43
Diluted(a)(b)(c)(g)
$
0.46
$
0.33
$
(1.19)
$
0.51
$
1.62
$
1.59
$
1.43
Cash dividends declared per
$
0.19 $ 0.175
$
0.70
$
0.64
$
0.62
$
0.50
$
0.50
common share(h)
Key Indicators (unaudited):
Consumer-to-Consumer transactions
67.8
65.3
275.8
268.3
261.5
254.9
242.3
Ratio of earnings to fixed charges(i)
7.1x
7.3x
3.1x
3.2x
6.3x
6.3x
5.7x
As of March 31,
As of December 31,
(in millions)
2018
2017
2017
2016
2015
2014
2013
Balance Sheet Data:

(unaudited)
Settlement assets
$4,026.5 $3,452.0 $ 4,188.9 $3,749.1 $ 3,308.7 $ 3,313.7 $ 3,270.4
Total assets
9,188.0
9,486.0
9,231.4
9,419.6
9,449.2
9,877.5
10,105.4
Settlement obligations
4,026.5
3,452.0
4,188.9
3,749.1
3,308.7
3,313.7
3,270.4
Total borrowings
3,143.4
3,490.9
3,033.6
2,786.1
3,215.9
3,707.5
4,197.1
Total liabilities
9,563.8
8,735.7
9,722.8
8,517.4
8,044.3
8,577.1
9,000.7
Total stockholders' (deficit)/equity
(375.8)
750.3
(491.4)
902.2
1,404.9
1,300.4
1,104.7
S-8
____________________
(a)
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., a subsidiary of Western Union ("Paymap"), and the Consumer
Financial Protection Bureau regarding Paymap's marketing of its "Equity Accelerator" service.
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(b)
Interest income consists of interest earned on cash balances not required to satisfy settlement obligations.
(c)
Interest expense primarily relates to our outstanding borrowings.
(d)
For the three months ended March 31, 2018, our provision for income taxes included a tax benefit of approximately $6 million for
adjustments to our provisional accounting for United States tax reform legislation enacted in December 2017 (the "Tax Act"). For the
year ended December 31, 2017, our provision for income taxes included an estimated $828 million related to the enactment of the Tax
Act into United States law, 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. Certain of the law's impacts have been provisionally estimated and will likely be adjusted in future periods as we complete our
accounting for these matters in 2018.
(e)
Net cash provided by operating activities during the three months ended March 31, 2018 was negatively impacted by a $60 million
payment related to the NYDFS Consent Order and payments of $21.4 million related to our business transformation initiative. Net cash
provided by operating activities during the year ended December 31, 2017 was impacted by cash payments of $591 million due under
the Joint Settlement Agreements and payments of $77.3 million related to our business transformation initiative.
(f)
Capital expenditures include capitalization of contract costs, capitalization of purchased and developed software and purchases of
property and equipment.
(g)
On February 9, 2017, our Board of Directors authorized $1.2 billion of common stock repurchases through December 31, 2019, of
which $943.5 million remained available as of March 31, 2018. During the three months ended March 31, 2018, we repurchased no
shares and during the three months ended March 31, 2017, we repurchased 11.3 million shares under authorizations from our Board of
Directors. During the years ended December 31, 2017, 2016, 2015, 2014 and 2013, we repurchased 24.9 million, 24.8 million, 25.1
million, 29.3 million and 25.7 million shares, respectively, under authorizations from our Board of Directors.
(h)
Our Board of Directors declared quarterly cash dividends of $0.19 per common share in the first 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 and 2013.
(i)
For purposes of calculating the ratio of earnings to fixed charges, earnings have been calculated by adding income before income taxes,
fixed charges included in the determination of income before income taxes and distributions from equity method investments, and then
subtracting income from equity method investments. Fixed charges consist of interest expense, and an estimated interest portion of
rental expenses and income tax contingencies, which are included as a component of income tax expense.
S-9
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, 2017, 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 March 31, 2018, our subsidiaries had outstanding $245 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."
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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-10
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
not last. If the notes are traded, they may trade at a discount from their offering price, depending on prevailing interest rates, the market for similar
securities, our performance and other factors. To the extent that an active trading market does not develop, you may not be able to resell your notes
at their fair market value or at all.
The market prices of the notes may be volatile.
The market prices of the notes will depend on many factors, including, but not limited to, the following:
? ratings on our debt securities assigned by rating agencies;

? the time remaining until maturity of the notes;

? the prevailing interest rates being paid by other companies similar to us;

? our results of operations, financial condition and prospects; and

? the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which
could have an adverse effect on the market prices of the notes.
We may not be able to repurchase the notes upon a change of control, which could result in a default under the notes.
Unless we exercise our right to redeem the notes, we will be required to make an offer to repurchase the notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to the date of repurchase upon a "Change of Control Triggering Event." A "Change of
Control Triggering Event" will occur when (i) there is a "Change of Control" involving us and (ii) among other things, within a specified period in
relation to the "Change of Control," the notes are downgraded from an investment grade rating to below an investment grade rating by all three of
the following rating agencies: Moody's Investors Service, Inc., S&P Global Ratings and Fitch Inc. If we experience a "Change of Control
Triggering Event," there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the
notes. Our failure to purchase the notes as required would result in a default under the notes, which could have material adverse consequences for
us and the holders of the notes. See "Description of the Notes--Change of Control."
A holder may not be able to determine when a Change of Control Triggering Event has occurred and may not be able to require us to
purchase its notes as a result of a change in the composition of the directors on our board of directors.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition, in one or a
series of related transactions, of our assets and the assets of our subsidiaries substantially as an entirety or as an entirety, taken as a whole.
Although there is a limited body of case law interpreting this phrase, there is no precise established definition of such phrase under applicable law.
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