Western Union 2015 Annual Report Download

Download and view the complete annual report

Please find the complete 2015 Western Union annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 266

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225
  • 226
  • 227
  • 228
  • 229
  • 230
  • 231
  • 232
  • 233
  • 234
  • 235
  • 236
  • 237
  • 238
  • 239
  • 240
  • 241
  • 242
  • 243
  • 244
  • 245
  • 246
  • 247
  • 248
  • 249
  • 250
  • 251
  • 252
  • 253
  • 254
  • 255
  • 256
  • 257
  • 258
  • 259
  • 260
  • 261
  • 262
  • 263
  • 264
  • 265
  • 266

Western Union
Notice of 2016 Annual Meeting of Stockholders,
Proxy Statement & 2015 Annual Report
MOVING MONEY
FOR BETTER

Table of contents

  • Page 1
    MOVING MONEY FOR BETTER Western Union Notice of 2016 Annual Meeting of Stockholders, Proxy Statement & 2015 Annual Report

  • Page 2
    ... CROSS-BORDER CONSUMER MONEY TRANSFER B2C • C2B CROSS-BORDER PAYMENTS GLOBAL FUNDS IN B2B BUSINESS SOLUTIONS CROSS-BORDER PLATFORM TECHNOLOGY SETTLEMENT & FX REGULATORY & COMPLIANCE DATA MANAGEMENT GLOBAL PAYOUT NETWORK WU RETAIL Retail locations, Kiosks, ATMs CONSUMER ACCOUNTS Banks, Wallets...

  • Page 3
    DEAR FELLOW STOCKHOLDERS, Building on its solid business foundation, strong cash flow, earnings per share, stable operating margin and delivery on outlook, 2015 at Western Union was a year defined by continued positive business momentum as we increased the number of ways to move funds into our ...

  • Page 4
    ...ICICI Bank's core banking system to help them increase client retention and wallet share. • Offered Apple Pay™ as a mobile payment solution at many Agent locations, providing consumers yet another way to fund global money transfers and bill payments. • Signed an agreement between Western Union...

  • Page 5
    NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Western Union Notice of 2016 Annual Meeting of Stockholders, Proxy Statement & 2015 Annual Report

  • Page 6

  • Page 7
    ... "Annual Meeting") of The Western Union Company (the "Company"), to be held at 8:00 a.m., local time, on Thursday, May 12, 2016, at 505 Fifth Avenue, 7th Floor, New York, NY 10017. The registration desk will open at 7:30 a.m. The attached notice and Proxy Statement contain details of the business to...

  • Page 8
    NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT YOUR VOTE IS IMPORTANT PLEASE PROMPTLY VOTE BY TELEPHONE, INTERNET, TABLET, OR SMARTPHONE, OR REQUEST A PROXY CARD TO COMPLETE, SIGN, DATE AND RETURN BY MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT ...

  • Page 9
    ...Business 1 2 3 4 5 Election of Directors to serve as members of the Company's Board of Directors until the Company's 2017 Annual Meeting of Stockholders Hold an advisory vote to approve executive compensation Ratify the selection of Ernst & Young LLP as our independent registered public accounting...

  • Page 10
    ...by smartphone by scanning the QR code above. Registered Holders vote your shares online with the QR code on your Proxy Card. IN PERSON Attend the Annual Meeting NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT We appreciate your taking the time to vote promptly. After reading the...

  • Page 11
    ...Code of Ethics...i 1 2 6 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 14 15 15 16 17 18 23 23 23 23 23 24 24 25 28 29 30 30 35 39 49 Compensation of Directors ...Report of the Audit Committee ...Compensation and Benefits Committee Report ...Compensation Discussion and Analysis...

  • Page 12
    ... Table ...Potential Payments Upon Termination or Change-In-Control ...Payments Upon Termination or Change-in-Control Tables ...Risk Management and Compensation ... 52 52 53 53 55 56 59 59 60 62 64 65 68 70 74 76 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Proposal 2-Advisory...

  • Page 13
    ... 2006 2015 2006 2006 2006 2014 2013 2012 AC, CC CC+ AC , CBC ï,« CBC , CGC CBC, CGC AC, CGC AC, CBC AC, CC CBC, CGC CC , CGC CBC, CC ï,« - Chairman of the Board AC - Audit Committee CBC - Compensation and Benefits Committee CGC - Corporate Governance and Public Policy Committee CC - Compliance...

  • Page 14
    ...OUR BOARD (PAGE 6) 92% INDEPENDENT 50% CEO EXPERIENCE 75% REGULATED INDUSTRY/ GOVERNMENT EXPERIENCE 92% GLOBAL OPERATIONS EXPERIENCE 42% DIVERSITY 12 MEMBERS NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT GOVERNANCE HIGHLIGHTS (PAGE 15) Annual Election of Directors Proxy...

  • Page 15
    ...of after-tax shares received as equity compensation must be retained until an executive meets the stock ownership guideline. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT What We Don't Do: ✘ No change-in-control tax gross ups. We do not provide change-in-control tax gross ups...

  • Page 16
    ... the Compensation Committee increased the Chief Executive Officer's stock ownership requirement from a multiple of five times to six times his base salary. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT on stockholder returns, we replaced the TSR modifier from our 2013 long-term...

  • Page 17
    PROXY SUMMARY CHIEF EXECUTIVE OFFICER COMPENSATION Mr. Ersek's 2015 compensation levels, including his annual and long-term incentive award targets, remained unchanged from the levels set in 2012, primarily in light of stock price performance and challenging market conditions. Further, Mr. Ersek's ...

  • Page 18
    PROXY SUMMARY 2015 CHIEF EXECUTIVE OFFICER TOTAL REPORTED COMPENSATION VERSUS TOTAL REALIZABLE COMPENSATION(1) In $ millions 10 8 6 4 8.8 8.8 8.2 8.4 8.6 7.6 TSR = 30.65%(4) TSR = 6.94%(4) TSR = 3.27%(4) NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2 0 2013 2014 2015 TOTAL ...

  • Page 19
    ... as of the Record Date. The closing price of the Company's Common Stock on the Record Date was $19.10 per share. The Company's Annual Report to Stockholders, which contains consolidated financial statements for the year ended December 31, 2015, accompanies this Proxy Statement. You also may obtain...

  • Page 20
    ... but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting the Broadridge Householding Department at the number or address shown above. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Q DOES MY VOTE...

  • Page 21
    ... person at the Annual Meeting only if you obtain a legal proxy from the broker or agent that holds your shares giving you the right to vote the shares, and you bring such proxy to the Annual Meeting. Shares held in The Western Union Company Incentive Savings Plan-For shares held in The Western Union...

  • Page 22
    ... of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards. CAN I REVOKE MY PROXY AND CHANGE MY VOTE? NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT...

  • Page 23
    ... Company's Proxy Statement and Annual Report to Stockholders are available at www.proxydocs.com/wu for Registered Holders and at www.proxyvote.com for Beneficial Owners. To access such materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability...

  • Page 24
    ... to the Board. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARTIN I. COLE Former Chief Executive of the Technology Group, Accenture plc Age 59 Committee(s) Audit Committee, Compliance Committee Director Since 2015 Term Expires 2016 Other Public Directorship Western Digital...

  • Page 25
    ...Company, GE Capital, and Europay/MasterCard. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT RICHARD A. GOODMAN Former Executive Vice President, Global Operations, PepsiCo Inc. Age 67 Committee(s) Audit Committee Chair, Compensation and Benefits Committee Director Since 2012 Term...

  • Page 26
    ... SKILLS SUPPORTING DIRECTORSHIP NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Eligible for Audit POSITION ON THE COMPANY'S BOARD* Committee Financial Mr. Greenberg's experience as the Chairman and Chief Executive Officer of McDonald's Expert Financial Literacy Emerging Markets...

  • Page 27
    ...the Federal Reserve Bank of Chicago. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT LINDA FAYNE LEVINSON Advisor Age Director Since Other Public Directorships 74 Committee(s) Audit Committee, Corporate Governance and Public Policy Committee 2006 Term Expires 2016 NCR Corporation...

  • Page 28
    ... public company boards, both in the United States and abroad. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MICHAEL A. MILES, JR. Advisory Director, Berkshire Partners Age 54 Director Since 2006 Other Public Directorships None Committee(s) Audit Committee, Compliance Committee...

  • Page 29
    ..., Inc. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT FRANCES FRAGOS TOWNSEND Executive Vice President of Worldwide Government, Legal and Business Affairs, MacAndrews & Forbes Holdings Inc. Age 54 Committee(s) Compliance Committee Chair, Corporate Governance and Public Policy...

  • Page 30
    ... Group, LLC Age Director Since Other Public Directorships Committee(s) Compensation and Benefits Committee, Compliance Committee 2012 Term Expires 2016 WPP plc, ProAmerica Bank and SouFun Holdings Limited 64 CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global...

  • Page 31
    ... Eligible for Audit Committee Financial Expert RELEVANT EXPERIENCE Global Operational Experience Regulated Industry/Government Emerging Markets DIVERSITY Gender Ethnicity Geography 2 3 3 9 9 11 2 12 2 6 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement | 13

  • Page 32
    ... 2016 Annual Meeting, all directors will be elected for one-year terms. Upon the recommendation of the Corporate Governance and Public Policy Committee, the Board of Directors appointed Mr. Martin I. Cole as a director in July 2015, subject to election by the stockholders at the 2016 Annual Meeting...

  • Page 33
    ...Investor Relations, Corporate Governance" portion of the Company's website, www.wu.com, or by writing to the attention of: Investor Relations, The Western Union Company, 12500 East Belford Avenue, Mailstop M23IR, Englewood, CO 80112. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT...

  • Page 34
    ... • The director has received, or has an immediate family NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT • The director or an immediate family member is a current • (i) The director is a current partner or employee of a firm that is Western Union's internal or external...

  • Page 35
    ... the Company's compensation practices, including an annual review of the Company's risk assessment of its compensation policies and practices for its employees and the Company's succession planning process. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement | 17

  • Page 36
    ... Board. The Company's Audit Committee Charter, Compensation and Benefits Committee Charter, Corporate Governance and Public Policy Committee Charter, Compliance Committee Charter, and Corporate Governance Guidelines are available without charge through the "Investor Relations, Corporate Governance...

  • Page 37
    ... and compensation; and • performance of the Company's internal audit function and independent registered public accounting firm. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Independence: Each member of the Audit Committee meets the independence requirements of our Corporate...

  • Page 38
    ... agreements with the Company's Chief Executive Officer or to any person being considered for promotion or hire into the position of Chief Executive Officer; • approving grants and/or awards of options, restricted stock, restricted stock units, and other forms of equity-based compensation...

  • Page 39
    ... with legal and regulatory requirements. Among other things, the Compliance Committee is responsible for reviewing: • the Company's compliance programs and policies relating to anti-money laundering laws, including establishing NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT...

  • Page 40
    CORPORATE GOVERNANCE Corporate Governance and Public Policy Committee "The Committee enhanced the Board in 2015 by recommending two new directors, Jeffrey A. Joerres and Martin I. Cole, who collectively bring to the Board global business, technology, executive, and public company board experience. ...

  • Page 41
    ... NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT COMMUNICATIONS WITH THE BOARD OF DIRECTORS Any stockholder or other interested party who desires to contact the non-management directors or Mr. Ersek in his capacity as a director, may do so by writing to: The Western Union Company...

  • Page 42
    ... Code of Ethics for Senior Financial Officers, Reporting Procedure for Accounting and Auditing Concerns, Professional Conduct Policy for Attorneys, and the Code of Conduct are available without charge through the "Investor Relations, Corporate Governance" portion of the Company's website, www.wu.com...

  • Page 43
    ....0 241.3 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT (3) (4) Mr. Joerres, Mr. Miles, Mr. Selander, and Ms. Fragos Townsend elected to receive their annual retainer fees for 2015 in the form of equity compensation as described below under "-Equity Compensation." The amounts...

  • Page 44
    ...NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Includes 30,602 options received pursuant to a conversion of First Data Corporation option awards to Western Union option awards. Mr. Joerres was elected to the Board by the stockholders, and Mr. Devitre ceased serving as a director...

  • Page 45
    ...the open market, and outstanding stock options received in lieu of cash retainer fees. As of March 14, 2016, all outside directors have met or, within the applicable period, are expected to meet, these equity ownership guidelines. PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY'S SECURITIES...

  • Page 46
    ... independent registered public accounting firm. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT • reviewed and pre-approved all fees paid to Ernst & Young The Audit Committee has reviewed and discussed with the Company's management and independent registered public accounting...

  • Page 47
    ... W. Selander Solomon D. Trujillo Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's Proxy Statement and its Annual Report on Form 10-K. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement | 29

  • Page 48
    ...were designed to support these strategies. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Strategic Priorities Driving accelerated growth in Western Union Business Solutions Generating and deploying strong cash flow for our stockholders Strengthening our consumer money transfer...

  • Page 49
    .... NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT CHIEF EXECUTIVE OFFICER COMPENSATION Mr. Ersek's 2015 compensation levels, including his annual and long-term incentive award targets, remained unchanged from the levels set in 2012, primarily in light of stock price performance...

  • Page 50
    ... OFFICER 2015 TOTAL DIRECT COMPENSATION NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT (1) (2) (3) (4) 88% PERFORMANCEBASED COMPONENT 2015 CHIEF EXECUTIVE OFFICER TOTAL REPORTED COMPENSATION VERSUS TOTAL REALIZABLE COMPENSATION(1) In $ millions 10 8 6 4 2 0 2013 2014 2015...

  • Page 51
    ...of after-tax shares received as equity compensation must be retained until an executive meets the stock ownership guideline. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT What We Don't Do: ✘ No change-in-control tax gross ups. We do not provide change-in-control tax gross ups...

  • Page 52
    ... any specific changes to the Company's executive compensation program in response to the 2015 "say on pay" vote. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT STOCKHOLDER ENGAGEMENT In early 2016, management reached out to stockholders who the Company believes collectively held...

  • Page 53
    ... this Proxy Statement. For 2015, the named executive officers were: NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Hikmet Ersek - President and Chief Executive Officer (September 2010 to present) Rajesh K. Agrawal - Executive Vice President and Chief Financial Officer (July 2014...

  • Page 54
    ... the Chief Human Resources Officer in making executive compensation decisions. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT COMPENSATION CONSULTANTS Frederic W. Cook & Co., Inc. (the "Compensation Consultant") provides executive and director compensation consulting services to...

  • Page 55
    ... Committee meeting or in the meeting of the independent directors of the Board during which Mr. Ersek's compensation was determined or ratified. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARKET COMPARISON For 2015, the Compensation Committee considered market pay practices...

  • Page 56
    ...340 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT All data was compiled by the Compensation Consultant who obtained peer company financial market intelligence from Capital IQ Compustat. The data generally represents revenue and operating income for the most recent four quarters...

  • Page 57
    ... 31, 2015. 54% LONG-TERM EQUITY COMPENSATION NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 71% LONG-TERM EQUITY COMPENSATION 12% BASE SALARY 24% BASE SALARY 17% ANNUAL INCENTIVE CHIEF EXECUTIVE OFFICER 2015 TOTAL DIRECT COMPENSATION NAMED EXECUTIVE OFFICER 2015 TOTAL...

  • Page 58
    ... N/A NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Footnotes: (1) (2) As reported in the Total column of the 2015 Summary Compensation Table. Amounts reported in the calculation of total realizable compensation include (a) annualized base salary, (b) actual bonus payments made...

  • Page 59
    ... named executive officers. See pages 42-45 and 49-51. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Annual incentive awards Variable compensation component payable in cash based on performance against annually established performance objectives. Motivate and reward executives...

  • Page 60
    ... Internal pay equity, market practice and individual performance. One of our named executive officers received a restricted stock unit grant in 2015. See pages 45-47 and 49-51. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Each of Western Union's 2015 executive compensation...

  • Page 61
    ...executive's responsibilities and that support the Company's strategic operating plan. WEIGHTING OF PERFORMANCE MEASURES EXECUTIVE TARGET AWARD OPPORTUNITY ($000) NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT CORPORATE STRATEGIC INDIVIDUAL/ BUSINESS UNIT Hikmet Ersek Rajesh...

  • Page 62
    ...each of these named executive officers were also subject to goals relating to compliance and employee engagement initiatives described above. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT E xpense management and operating cash flows The Americas and Europe region revenue growth...

  • Page 63
    ...% OF TARGET NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 108% 115% Long-Term Incentive Compensation The Company's long-term incentive program allows the Compensation Committee to award various forms of longterm incentive grants, including stock options, restricted stock units...

  • Page 64
    .... This portion of the award remains subject to the requirement for a three-year positive CAGR in both revenue and operating income, as well as the participant's continued service through February 19, 2018. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT The following table sets...

  • Page 65
    ... PSU award agreement, which requires using a beginning stock price calculated as the average company closing stock price for all trading days during December 2012 and an ending stock price calculated as the average company closing stock price for the trading days during December 2015. In determining...

  • Page 66
    ... Compensation-Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Employment Arrangements" section of this Proxy Statement for a description of the material terms of Mr. Ersek's employment agreement. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Stock...

  • Page 67
    ...after-tax shares until guideline is met Meets guideline NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Prohibition Against Pledging and Hedging of the Company's Securities The Company's insider trading policy prohibits the Company's executive officers and directors from pledging...

  • Page 68
    .../business unit performance goals. made to Mr. Almeida's long-term incentive award target. Accordingly, Mr. Almeida's 2015 long-term incentive award target remained at $1,200,000. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT • Long-Term Incentive Award. For 2015, no changes...

  • Page 69
    .../ business unit performance goals. • Long-Term Incentive Award. For 2015, no changes were made to Ms. Scott's long-term incentive award target. Accordingly, Ms. Scott's long-term incentive award target remained at $1,100,000. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT...

  • Page 70
    ... DEFERRED STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER NAME AND PRINCIPAL SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL POSITION YEAR ($000)(1) ($000) ($000)(2) ($000)(2) ($000)(3) ($000) ($000)(4) ($000) NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT...

  • Page 71
    ... 1.5 14.1 0.8 122.2 46.9 52.1 55.9 30.4 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Amounts in this column for Mr. Ersek include the incremental cost or valuation of executive security costs, personal jet usage, car service/ allowances, sporting event tickets and family visa...

  • Page 72
    ... OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 486.0 729.0 18,358(5) 7,014(6) 440.3 These amounts consist of the target and maximum cash award levels set in 2015 under the Annual Incentive Plan. The amount actually paid to each named executive officer is included in the Non-Equity...

  • Page 73
    .... NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT AWARDS In 2015, the Compensation Committee granted the Chief Executive Officer and the Executive Vice Presidents longterm incentive awards under the Long-Term Incentive Plan, consisting of 20% stock option awards, 60% as Financial...

  • Page 74
    ... UNDERLYING STOCK THAT THAT HAVE THAT UNEXERCISED UNEXERCISED OPTION OPTION EXERCISE EXPIRATION HAVE NOT NOT VESTED HAVE NOT OPTIONS (#) OPTIONS (#) VESTED (#) VESTED (#) ($000)(2) EXERCISABLE(1) UNEXERCISABLE PRICE ($) DATE NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Hikmet...

  • Page 75
    ...September 2007 upon consummation of a change-in-control of First Data Corporation. The market value of shares or units of stock that have not vested reflects the closing stock price of $17.91 per share, on December 31, 2015. These options were awarded on February 19, 2015, and vest in 25% increments...

  • Page 76
    ... accordance with the SEC executive compensation disclosure rules, the amounts reported in this column are based on achieving target vesting levels. (10) (11) (12) (13) NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT (14) (15) (16) (17) (18) 58 | The Western Union Company

  • Page 77
    ...563 925,142 149,259 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT The following table provides information regarding compensation that has been deferred by our named executive officers pursuant to the terms of our Supplemental Incentive Savings Plan. 2015 NONQUALIFIED DEFERRED...

  • Page 78
    .... NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL EXECUTIVE SEVERANCE POLICY We maintain an Executive Severance Policy for the payment of certain benefits to senior executives, including our named executive officers, upon...

  • Page 79
    ... payments upon termination under various termination circumstances in the tables set forth below. These tables assume that the covered termination took place on December 31, 2015. • NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT • • • • • 2016 Proxy Statement...

  • Page 80
    ...this column represent severance payments equal to the named executive officer's target bonus for 2015 plus 1.5 times (two times in the case of the Chief Executive Officer and in the case of all senior executives who terminate for an eligible reason within 24 months following a change-in-control) the...

  • Page 81
    ...incentive awards to be received upon a termination or a change-in-control calculated in accordance with the Executive Severance Policy and the Long-Term Incentive Plan. In the case of stock grants, the equity value represents the value of the shares (determined by multiplying the closing stock price...

  • Page 82
    ... team reviews the compensation programs within each business area for: • Whether the pay opportunity is capped; • The timing of payout; • Whether "clawback" adjustments are permitted; • The use of equity awards; and • Whether stock ownership guidelines apply. Annual incentive awards and...

  • Page 83
    ... NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT interests; • Holding our executives accountable and rewarding them for results; and • Attracting, retaining, and motivating outstanding executive talent. The Compensation Committee of the Board continually reviews the Company...

  • Page 84
    ... of Company securities by senior executives and directors. âœ- No dividends or dividend equivalents accrued or paid on PSUs or time-based restricted stock unit awards. RECENT ENHANCEMENTS TO OUR EXECUTIVE COMPENSATION PROGRAM NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Over...

  • Page 85
    ... However, the Compensation Committee may take into account the outcome of the vote when considering future executive compensation arrangements. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement | 67

  • Page 86
    ...opportunity to make a statement, and will be available to respond to appropriate questions. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT SUMMARY OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES FOR 2015 AND 2014 Fees for professional services provided by our independent...

  • Page 87
    ... a new independent registered public accounting firm at any time during the year, if it feels that such a change would be in the best interest of the Company and its stockholders. THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND THAT YOU VOTE FOR PROPOSAL 3. NOTICE OF 2016 ANNUAL MEETING OF...

  • Page 88
    ...amount paid to each; and b. The title(s) of the person(s) in the Company responsible for decision-making. The report shall be presented to the board of directors or relevant board committee and posted on the Company's website within 12 months from the date of the annual meeting. Supporting Statement...

  • Page 89
    ...their websites. The Company's Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement...

  • Page 90
    ...Significant disclosure regarding the Company's political activities and related policies is already publicly available. Consider the following: NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT • Under federal law, all contributions by the Western Union Political Action Committee...

  • Page 91
    ...Western Union to incur undue costs and administrative burdens without commensurate benefit to our stockholders. Required Vote; Recommendation Only The affirmative vote of the holders of a majority of shares of the Company's Common Stock present in person or represented by proxy at the Annual Meeting...

  • Page 92
    ... of these issues. The proposed by-law would establish the vehicle of a Board Committee, but would leave the process of appointment and implementation of the Committee to the full Board of Directors. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 74 | The Western Union Company

  • Page 93
    ... the holders of a majority of the outstanding Common Stock entitled to vote on the subject matter is required to approve this Proposal 5. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 5. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement | 75

  • Page 94
    ... Proxy Statement for further information regarding the 2015 PSUs, including the performance metrics applicable to such awards. Only option awards were used in computing the weighted-average exercise price. This amount represents shares of Common Stock available for issuance under The Western Union...

  • Page 95
    ...) the business address of each person shown below is 12500 East Belford Avenue, Englewood, CO 80112. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT NAME OF BENEFICIAL OWNER 5% Owners ADDRESS AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENTAGE OF OUTSTANDING SHARES Capital...

  • Page 96
    ...3,697. Mr. Trujillo shares with his spouse through a family trust the power to vote or direct the vote of, and the power to dispose or direct the disposition of, 11,800 shares. (2) (3) (4) NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT (5) (6) 78 | The Western Union Company

  • Page 97
    ... or involving unaffiliated third parties. The Company's Related Person Transactions Policy is available through the "Investor Relations, Corporate Governance" portion of the Company's website, www.wu.com. NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2016 Proxy Statement | 79

  • Page 98
    ..., and greater than 10% stockholders were met. *** This Proxy Statement is provided to you at the direction of the Board of Directors. John R. Dye Executive Vice President, General Counsel and Secretary NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 80 | The Western Union Company

  • Page 99
    ...-year changes were calculated using prior year reported amounts. FY2015 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Revenues, as reported (GAAP) Foreign currency translation impact(a) Revenues, constant currency adjusted Prior year revenues, as reported (GAAP) Revenue change...

  • Page 100
    This page intentionally left blank.

  • Page 101
    Western Union Notice of 2016 Annual Meeting of Stockholders, Proxy Statement & 2015 Annual Report 2015 FORM 10-K

  • Page 102
    This page intentionally left blank.

  • Page 103
    ...the closing sale price of $20.33 of the common stock as reported on the New York Stock Exchange. As of February 12, 2016, 501,914,389 shares of the registrant's common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's proxy statement for the 2016 annual meeting...

  • Page 104
    ... ...Directors, Executive Officers and Corporate Governance ...Executive Compensation...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services...

  • Page 105
    ... and business models; 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...

  • Page 106
    ...maintain bank accounts needed to provide our services, including related to antimoney laundering regulations, anti-fraud measures, customer due diligence, agent and subagent due diligence, registration and monitoring requirements, and consumer protection requirements; liabilities or loss of business...

  • Page 107
    ... 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; Other Events • • • • adverse tax consequences from our spin-off from First Data Corporation...

  • Page 108
    ... First Data Corporation ("First Data") on February 17, 2006, and on September 29, 2006, First Data distributed all of its money transfer and consumer payments businesses and its interest in a Western Union money transfer agent, as well as its related assets, including real estate, through a tax-free...

  • Page 109
    ... from a Western Union branded website, including through mobile devices. All agent locations accept cash to initiate a transaction, and some also accept debit cards. We offer consumers several options to receive a money transfer. The vast majority of transfers are paid in cash at agent locations...

  • Page 110
    ... a Western Union money transfer through their bank's online banking services. • Our consumers can fund a transaction in a variety of ways, in addition to cash. For example, at certain of our agent locations, consumers can fund a transaction using a debit card, and, where available, consumers...

  • Page 111
    ... laundering, anti-terrorist financing and consumer protection. Regulations require money transfer providers, banks and other financial institutions to develop systems to prevent, detect, monitor and report certain transactions. Such regulations increase the costs to provide money transfer services...

  • Page 112
    ...including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and other businesses. We believe our business customers who receive payments through our services benefit from their relationship with Western Union as it provides them with real-time or...

  • Page 113
    ... money to employees or individuals with whom they have accounts or other business relationships. Consumers also use our Western Union Convenience Pay® ("Convenience Pay") service to send payments by cash or check from a smaller number of Convenience Pay agent locations primarily to utilities and...

  • Page 114
    ... and Internet. Payments are made predominately through electronic transfers, but in some situations, checks are remitted. The majority of Business Solutions' business relates to exchanges of currency at spot rates, which enable customers to make cross-currency payments. For certain payment services...

  • Page 115
    ... other services such as Western Union Payments, Quick Collect, Convenience Pay, Quick Pay, Quick Cash, Speedpay, Pago Fácil (registered in Argentina), and Western Union Business Solutions. Our operating results over the past several years have allowed us to invest significantly each year to support...

  • Page 116
    Risk Management Our Company has a credit risk management department that evaluates and monitors our credit and fraud risks. We are exposed to credit risk related to receivable balances from agents in the money transfer, walk-in bill payment and money order settlement process. We also are exposed to ...

  • Page 117
    ... services, credit and debit cards, electronic payments, foreign exchange hedging services and the sale of spot, forward and option currency contracts, unclaimed property, the regulation of competition, consumer privacy, data protection and information security. Failure by Western Union, our agents...

  • Page 118
    ... on the number of money transfers that may be sent or received by a consumer and controls on the rates of exchange between currencies. They also include laws and regulations intended to detect and prevent money laundering or terrorist financing, including obligations to collect and maintain...

  • Page 119
    ... ("Southwest Border Agreement"), which resolved all outstanding legal issues and claims with the State of Arizona and required us to fund a multi-state not-for-profit organization promoting safety and security along the United States and Mexico border, in which California, Texas and New Mexico are...

  • Page 120
    ... Protection Bureau and similar legislation and regulations enacted by other government authorities, could adversely affect us and the scope of our activities, and could adversely affect our financial condition, results of operations, and cash flows." Unclaimed Property Regulations Our Company...

  • Page 121
    ... business, financial condition, results of operations, and cash flows." In connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and pursuant to legal obligations and authorizations, Western Union makes information available to certain United...

  • Page 122
    ... Payment Card Industry Data Security Standard ("PCI DSS"). All merchants and service providers that store, process and transmit payment card data are required to comply with PCI DSS as a condition to accepting credit cards. We are subject to annual reviews to ensure compliance with PCI regulations...

  • Page 123
    ... region from December 2010 to December 2012. Prior to joining Western Union, Mr. Almeida worked at FleetBoston Financial, The CocaCola Company and Colgate-Palmolive in Brazil, Canada, Mexico and the United States. Mr. Almeida is a director of Millicom International Cellular S.A. 2015 FORM 10-K 21

  • Page 124
    ...to December 2012, Ms. Scott served as President, Western Union Ventures. Prior to April 2011, Ms. Scott was Senior Vice President, Marketing, Americas since March 2009. From March 2008 to March 2009, Ms. Scott served as Vice President, Marketing Services, and General Manager, Domestic Money Transfer...

  • Page 125
    ...reduced sales or business as a result of a deterioration in economic conditions. As a result, our agents could reduce their numbers of locations or hours of operation, or cease doing business altogether. Businesses using our services may make fewer cross-currency payments or may have fewer customers...

  • Page 126
    ..., financial condition, results of operations, cash flows, and our Cash Management Strategies. Additionally, as customer hedging activity in our Business Solutions business generally varies with currency volatility, we have experienced and may experience in the future lower foreign exchange revenues...

  • Page 127
    ... our business, financial condition, results of operations, cash flows, and our Cash Management Strategies. A number of factors could adversely affect customer confidence in our business, or in consumer money transfer and payment service providers generally, many of which are beyond our control, and...

  • Page 128
    ... a timely manner to changes in customer (both consumer and business) needs and preferences, technology advances and new and enhanced products and services such as technology-based money transfer and Business Solutions payments services, including Internet, phone-based and other mobile money transfer...

  • Page 129
    ... effect of limiting the translation benefits on our reported financial results. In addition, our Business Solutions business provides currency conversion and, in certain countries, foreign exchange hedging services to its customers, further exposing us to foreign currency exchange risk. In order to...

  • Page 130
    ... at relatively low foreign tax rates compared to our combined federal and state tax rate in the United States. We utilize a variety of planning and financial strategies to help ensure that our worldwide cash is available where needed, including decisions related to the amounts, timing, and manner by...

  • Page 131
    ...advances, regulatory requirements, changing market conditions or other developments. In addition, any work stoppages or other labor actions by employees, the significant majority of which are located outside the United States, could adversely affect our business. We receive services from third-party...

  • Page 132
    ... business; enforcing intellectual property rights in some foreign countries; entering new markets with the services of the acquired businesses; and general economic and political conditions, including legal and other barriers to cross-border investment in general, or by United States companies...

  • Page 133
    ...financial condition, results of operations, and cash flows. The vast majority of our Consumer-to-Consumer money transfer and Consumer-to-Business activity is conducted through third-party agents that provide our services to consumers at their retail locations. These agents sell our services, collect...

  • Page 134
    ... needed to conduct our services. For example, changes to our compliance-related practices as a result of our settlement agreement with the State of Arizona and changes to our business model, primarily related to our Vigo and Orlandi Valuta brands, resulted in the loss of over 7,000 agent locations...

  • Page 135
    ...increase or decrease income tax expense in our consolidated financial statements in future periods and could impact our operating cash flows. For example, in 2011, we reached an agreement with the United States Internal Revenue Service ("IRS") resolving substantially all of the issues related to the...

  • Page 136
    ... our business. Similar to the Western Union and WU trademarks, the Vigo, Orlandi Valuta, Speedpay, Pago Fácil, Western Union Payments, Quick Collect, Quick Pay, Quick Cash, Convenience Pay, Western Union Business Solutions and other trademarks and service marks are also important to our Company and...

  • Page 137
    ...could require us to change how we deliver a service, result in significant financial consequences, or both, which could adversely affect our business, financial condition, results of operations, and cash flows. Material changes in the market value or liquidity of the securities we hold may adversely...

  • Page 138
    ...and consumer protection, currency controls, money transfer and payment instrument licensing, payment services, credit and debit cards, electronic payments, foreign exchange hedging services and the sale of spot, forward and option currency contracts, unclaimed property, the regulation of competition...

  • Page 139
    ..., and anti-money laundering regulations, and agent oversight and monitoring requirements, which have increased and will continue to increase our costs. These laws could also increase competition in some or all of our areas of service. The remittance industry, including Western Union, has...

  • Page 140
    ... risk factor "Western Union is the subject of governmental investigations and consent agreements with or enforcement actions by regulators." Due to regulatory initiatives, we have changed our compliance related practices and business model along the United States and Mexico border, including in the...

  • Page 141
    ... bank accounts to provide our payment services. We and our agents are considered Money Service Businesses, or "MSBs," under the BSA, including our Business Solutions operations. An increasing number of banks view MSBs, as a class, as higher risk customers for purposes of their anti-money laundering...

  • Page 142
    ... to continue to incur, significant costs in connection with the Southwest Border Agreement. The Monitor has made a number of recommendations related to the Company's compliance programs, which we are implementing, including programs related to our Business Solutions segment. 2015 FORM 10-K 40

  • Page 143
    ... Southwest Border Agreement, including the Amendment, and the Monitor's recommendations have had, and will continue to have, adverse effects on the Company's business, including additional costs. Additionally, and as described in detail in Part II, Item 8, Financial Statements and Supplementary Data...

  • Page 144
    ... by the CFPB, which in September 2014 finalized a rule defining "larger participants of a market for other consumer financial products or services" as including companies, such as Western Union, that make at least one million aggregate annual international money transfers. The CFPB has the authority...

  • Page 145
    ... and data use and security under federal, state and foreign laws. For example, the FTC has an on-going program of investigating the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million dollar settlements and multi-year agreements governing the...

  • Page 146
    ... of money laundering and terrorist financing and pursuant to legal obligations and authorizations, Western Union makes information available to certain United States federal, state, and foreign government agencies when required by law. In recent years, Western Union has experienced increasing data...

  • Page 147
    ... payments businesses and its interest in a Western Union money transfer agent, as well as related assets, including real estate, through a tax-free distribution to First Data shareholders (the "Spin-off") through this previously owned subsidiary. The consolidated United States federal income tax...

  • Page 148
    ... international leased properties. Our owned facilities included our corporate headquarters located in Englewood, Colorado. Our owned and leased facilities are used for operational, sales and administrative purposes in support of our Consumer-toConsumer, Consumer-to-Business, and Business Solutions...

  • Page 149
    ... to US Shen Zhou, materials relating to certain other former and current agents and other materials relating to the Company's anti-money laundering ("AML") compliance policies and procedures. The government has interviewed several current and former Western Union employees and has served grand jury...

  • Page 150
    ...Company's AML, Bank Secrecy Act ("BSA"), Suspicious Activity Report ("SAR") and Currency Transaction Report procedures, transaction monitoring protocols, BSA and AML training programs and publications, AML compliance investigation reports, compliance-related agent termination files, SARs, BSA audits...

  • Page 151
    ... number of agent and subagent locations in 13 countries annually since 2010, the average and median dollar values for money transfers sent anywhere in the world annually since 2010, copies of the Company's anti-fraud programs, know your agent policy, know your customer policy, representative agent...

  • Page 152
    ... share, make limited price adjustments and withstand competitive pressures; (3) the effect of compliance measures under the Southwest Border Agreement on agent retention and business in Mexico; and (4) the Company's progress in implementing an anti-money laundering program for the Southwest Border...

  • Page 153
    ... the Southwest Border Agreement, caused the Company to repurchase its stock at artificially inflated prices, awarded the Company's senior executives excessive compensation despite their responsibility for the Company's alleged willful non-compliance with state and federal anti-money laundering laws...

  • Page 154
    ... costs and impact of the Southwest Border Agreement; (3) caused the Company to repurchase its stock at artificially inflated prices; (4) failed to implement and maintain adequate internal controls; (5) knowingly or recklessly reviewed and approved improper statements in the Company's public filings...

  • Page 155
    ... Florida who made a payment through Speedpay's bill payment services using a credit card and were charged a surcharge for such payment during the four-year and five-year periods prior to the filing of the complaint through the date of class certification. On April 6, 2015, Speedpay filed a motion to...

  • Page 156
    ... to Part II, Item 8, Financial Statements and Supplementary Data, Note 16, "Stock Compensation Plans" and Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information related to our equity compensation plans. 2015 FORM 10-K 54

  • Page 157
    ... our operating subsidiaries are subject to financial services regulations and their ability to pay dividends and distribute cash may be restricted. On February 9, 2016, the Board of Directors declared a quarterly cash dividend of $0.16 per common share payable on March 31, 2016. 2015 FORM 10-K 55

  • Page 158
    ... with our historical consolidated financial statements and the notes to those statements included elsewhere in this Annual Report on Form 10-K. Year Ended December 31, (in millions, except per share data) 2015 2014 2013 2012 2011 Statements of Income Data: Revenues (a)...Operating expenses...

  • Page 159
    ... in order to reduce the economic variability related to the cash amounts used to fund acquisitions of businesses with purchase prices denominated in foreign currencies, primarily for the TGBP acquisition. In December 2011, we reached an agreement with the United States Internal Revenue Service ("IRS...

  • Page 160
    ...devices, and account-based services. Consumer-to-Business - The Consumer-to-Business operating segment facilitates bill payments from consumers to businesses and other organizations, including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and...

  • Page 161
    ..., 2015 2014 2013 % Change 2015 2014 vs. 2014 vs. 2013 (in millions, except per share amounts) Revenues: Transaction fees...Foreign exchange revenues ...Other revenues...Total revenues...Expenses: Cost of services ...Selling, general and administrative ...Total expenses ...Operating income ...Other...

  • Page 162
    ... certain consumer money transfer, bill payment and Business Solutions transactions involving different send and receive currencies, we generate foreign exchange revenues based on the difference between the exchange rate set by us to the consumer or business and the rate at which we or our agents are...

  • Page 163
    ... 8, Financial Statement and Supplementary Data. Cost of services increased for the year ended December 31, 2014 compared to the prior year due to variable costs that generally fluctuate with revenues and transactions, such as agent commissions and bank-related fees. Additionally, cost of services...

  • Page 164
    ...expenses such as training, travel and professional fees. These benefits were partially offset by increased compliance program and legal costs. Additionally, fluctuations in the exchange rate between the United States dollar and other currencies resulted in a positive impact on the translation of our...

  • Page 165
    ... number of shares outstanding was due to stock repurchases exceeding stock issuances related to the Company's stock compensation programs. Segment Discussion We manage our business around the consumers and businesses we serve and the types of services we offer. Each of our three segments addresses...

  • Page 166
    ... location to another, around the world. The segment includes five geographic regions whose functions are limited to generating, managing and maintaining agent relationships and localized marketing activities and also includes our online money transfer service conducted through Western Union branded...

  • Page 167
    ..., which may limit the usefulness of this measure for comparative purposes. Year Ended December 31, As Reported 2015 2014 Foreign Exchange Translation Impact 2015 2014 Constant Currency Growth (a) 2015 2014 Consumer-to-Consumer revenue growth/(decline): Europe and CIS ...North America ...Middle East...

  • Page 168
    ... in the retail money transfer market and subsequent pricing reductions we implemented beginning in the second quarter of 2015. These declines were partially offset by transaction growth in our United States outbound services, including our United States to Mexico and Latin America corridors. Our...

  • Page 169
    ... ended December 31, 2014 compared to the prior year. Revenue was negatively impacted by fluctuations in the exchange rate between the United States dollar and the Argentine peso and other foreign currencies in the region and by government imposed restrictions on the market in Venezuela. Westernunion...

  • Page 170
    ...% Change 2015 2014 vs. 2014 vs. 2013 (dollars in millions) Year Ended December 31, 2015 2014 2013 Revenues: Transaction fees ...Foreign exchange and other revenues ...Total revenues ...Operating income ...Less: Paymap Settlement Agreement ...Operating income, excluding Paymap Settlement Agreement...

  • Page 171
    ... the Paymap Settlement Agreement. 2014 compared to 2013 Operating income decreased for the year ended December 31, 2014 compared to the previous year. The decrease was primarily due to higher bank-related fees resulting from changes in funding in our growing United States electronic bill payments as...

  • Page 172
    ... year due to increased customer activity, including the increased use of hedging products. Fluctuations in the exchange rate between the United States dollar and other currencies negatively impacted revenue growth by approximately 1%. Operating income/(loss) 2015 compared to 2014 For the year ended...

  • Page 173
    ...due to increases in our retail walk-in foreign exchange services resulting from our acquisition of Fitta, and increased investment income in our money order business, partially offset by declines in our prepaid services. Operating income/(loss) 2015 compared to 2014 During the year ended December 31...

  • Page 174
    ..., our United States cash requirements and also the potential uses of cash internationally to determine the appropriate level of dividend repatriations of our foreign source income. In many cases, we receive funds from money transfers and certain other payment services before we settle the payment of...

  • Page 175
    ... 31, 2015, 2014 and 2013, cash provided by operating activities was $1,071.1 million, $1,045.9 million and $1,088.6 million, respectively. Cash provided by operating activities is impacted by changes to our consolidated net income, in addition to fluctuations in our working capital balances, among...

  • Page 176
    ...our notes from fixed-rate payments to short-term LIBOR-based variable rate payments in order to manage our overall exposure to interest rates. The changes in fair value of these interest rate swaps result in an offsetting hedge accounting adjustment recorded to the carrying value of the related note...

  • Page 177
    ... of $50 million for one day during the year ended December 31, 2013. Proceeds from our commercial paper borrowings were used for general corporate purposes and working capital needs. Revolving Credit Facility On September 29, 2015, we entered into a credit agreement which expires in September 2020...

  • Page 178
    ... on the 2016 Notes is payable semi-annually on April 1 and October 1 each year based on the fixed per annum rate of 5.930%. We may redeem the 2016 Notes at any time prior to maturity at the greater of par or a price based on the applicable treasury rate plus 20 basis points. 2015 FORM 10-K 76

  • Page 179
    ...-grade credit ratings. We have existing cash balances, cash flows from operating activities, access to the commercial paper markets and our Revolving Credit Facility available to support the needs of our business. Capital Expenditures The total aggregate amount paid for contract costs, purchases...

  • Page 180
    ... 9, 2016, the Board of Directors declared a quarterly cash dividend of $0.16 per common share payable on March 31, 2016. Debt Service Requirements Our 2016 and future debt service requirements will include payments on all outstanding indebtedness including any borrowings under our commercial paper...

  • Page 181
    ... rate; and 3) life expectancy trends. The expected long-term return on plan assets is 7.00% for 2016. As of our December 31, 2015 measurement date, pension plan target allocations were approximately 60% in debt securities, 20% in equity investments, and 20% in alternative investment strategies...

  • Page 182
    ...outside our control. (e) Represents the liability position of our foreign currency and interest rate derivative contracts as of December 31, 2015, which will fluctuate based on market conditions. (f) This line item relates to accrued and unpaid initial payments for new and renewed agent contracts as...

  • Page 183
    ...years, such earnings have been used to pay for our international acquisitions and operations and provide initial Company funding of global principal payouts for Consumer-to-Consumer and Business Solutions transactions. Upon distribution of those earnings to the United States in the form of actual or...

  • Page 184
    ... all of its money transfer and consumer payments businesses and its interest in a Western Union money transfer agent, as well as its related assets, including real estate, through a tax-free distribution to First Data shareholders (the "Spin-off"). Pursuant to the tax allocation agreement signed in...

  • Page 185
    ... judgment as to the amount to capitalize and the related period of benefit. Our accounting policy is to limit the amount of capitalized costs for a given agent contract to the lesser of the estimated future cash flows from the contract or the termination fees we would receive in the event of early...

  • Page 186
    ... fund global principal payouts for Business Solutions transactions initiated in the United States. The positive impact of these strategies, which would also be available to certain hypothetical market participants, was partially offset by the projected impact of the pending termination of a partner...

  • Page 187
    ... market rates and prices, including changes in foreign currency exchange rates and interest rates and credit risk related to our agents and customers. A risk management program is in place to manage these risks. Foreign Currency Exchange Rates We provide Consumer-to-Consumer money transfer services...

  • Page 188
    ... and municipal debt securities which are fixed rate term notes. These investments may include investments made from cash received from our money order services, money transfer business, and other related payment services awaiting redemption classified within "Settlement assets" in the Consolidated...

  • Page 189
    ...ratings, and we attempt to diversify our investments among global financial institutions. We are also exposed to credit risk related to receivable balances from agents in the money transfer, walk-in bill payment and money order settlement process. We perform a credit review before each agent signing...

  • Page 190
    ... THE WESTERN UNION COMPANY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management's Report on Internal Control Over Financial Reporting ...Reports of Independent Registered Public Accounting Firm ...Consolidated Statements of Income for each of the three years in the period ended December 31, 2015...

  • Page 191
    ... management concluded that as of December 31, 2015, the Company's internal control over financial reporting is effective. Western Union's internal control over financial reporting as of December 31, 2015 has been audited by Ernst & Young LLP, Western Union's independent registered public accounting...

  • Page 192
    Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of The Western Union Company We have audited The Western Union Company's internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated ...

  • Page 193
    Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of The Western Union Company We have audited the accompanying consolidated balance sheets of The Western Union Company as of December 31, 2015 and 2014, and the related consolidated statements of income, ...

  • Page 194
    THE WESTERN UNION COMPANY CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts) Year Ended December 31, 2015 2014 2013 Revenues: Transaction fees ...$ Foreign exchange revenues ...Other revenues ...Total revenues ...Expenses: Cost of services ...Selling, general and ...

  • Page 195
    ... WESTERN UNION COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Year Ended December 31, 2015 2014 2013 Net income ...$ Other comprehensive income/(loss), net of tax (Note 13): Unrealized gains/(losses) on investment securities...Unrealized gains/(losses) on hedging activities...

  • Page 196
    THE WESTERN UNION COMPANY CONSOLIDATED BALANCE SHEETS (in millions, except per share amounts) December 31, 2015 2014 Assets Cash and cash equivalents ...$ Settlement assets ...Property and equipment, net of accumulated depreciation of $538.2 and $478.5, respectively...Goodwill ...Other intangible ...

  • Page 197
    ... WESTERN UNION COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2015 2014 2013 Cash flows from operating activities Net income ...Adjustments to reconcile net income to net cash provided by operating activities: Depreciation...Amortization ...Deferred income tax...

  • Page 198
    THE WESTERN UNION COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in millions) Common Stock Shares Amount Capital Surplus Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity Balance, December 31, 2012 ...Net income ...Stock-based compensation and other ...

  • Page 199
    ... through websites, mobile devices and account based money transfers. Consumer-to-Business - The Consumer-to-Business operating segment facilitates bill payments from consumers to businesses and other organizations, including utilities, auto finance companies, mortgage servicers, financial service...

  • Page 200
    ... On January 26, 2006, the First Data Corporation ("First Data") Board of Directors announced its intention to pursue the distribution of all of its money transfer and consumer payments businesses and its interest in a Western Union money transfer agent, as well as its related assets, including real...

  • Page 201
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table provides the calculation of diluted weighted-average shares outstanding (in millions): For the Year Ended December 31, 2015 2014 2013 Basic weighted-average shares outstanding ...Common stock ...

  • Page 202
    ...transfers, money orders and consumer payment service arrangements. Settlement assets and obligations also include amounts receivable from, and payable to, customers for the value of their cross-currency payment transactions related to the Business Solutions segment. Settlement assets consist of cash...

  • Page 203
    ... Company. Money order payables represent amounts not yet presented for payment. Payment service payables represent amounts to be paid to utility companies, auto finance companies, mortgage servicers, financial service providers, government agencies and others. Due to the agent funding and settlement...

  • Page 204
    ... with the Company's acquisitions. The Company capitalizes initial payments for new and renewed agent contracts to the extent recoverable through future operations or penalties in the case of early termination. The Company's accounting policy is to limit the amount of capitalized costs for a given...

  • Page 205
    ... the related consumer money transfer transaction fee revenue is recognized or at the time a customer initiates a transaction through the Company's Business Solutions payment service operations. Cost of Services Cost of services primarily consists of agent commissions and expenses for call centers...

  • Page 206
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Foreign Currency Translation The United States dollar is the functional currency for substantially all of the Company's businesses. Revenues and expenses are translated at average exchange rates prevailing during the ...

  • Page 207
    ... will have on the Company's financial position, results of operations, and related disclosures. In April 2015, the Financial Accounting Standards Board issued guidance on the financial statement presentation of debt issuance costs. This update requires capitalized debt issuance costs to be presented...

  • Page 208
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In January 2016, the Financial Accounting Standards Board issued a new accounting pronouncement regarding classification and measurement of financial instruments. This new standard provides guidance on how entities ...

  • Page 209
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Acquisitions During the first quarter of 2014, the Company acquired the Brazilian retail, walk-in foreign exchange operations of Fitta DTVM S.A. and Fitta Turismo Ltda. for total consideration of $18.5 million. Of ...

  • Page 210
    ..., signed a settlement agreement ("Southwest Border Agreement"), which resolved all outstanding legal issues and claims with the State of Arizona (the "State") and required the Company to fund a multi-state not-for-profit organization promoting safety and security along the United States and Mexico...

  • Page 211
    ... those from the State. In addition, California, Texas, and New Mexico are participating in the money transfer transaction data analysis center. The changes in WUFSI's AML program required by the Southwest Border Agreement, including the Amendment, and the Monitor's recommendations have had, and will...

  • Page 212
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) United States Department of Justice Investigations On March 20, 2012, the Company was served with a federal grand jury subpoena issued by the United States Attorney's Office for the Central District of California ("USAO...

  • Page 213
    ...Company's AML, Bank Secrecy Act ("BSA"), Suspicious Activity Report ("SAR") and Currency Transaction Report procedures, transaction monitoring protocols, BSA and AML training programs and publications, AML compliance investigation reports, compliance-related agent termination files, SARs, BSA audits...

  • Page 214
    ... share, make limited price adjustments and withstand competitive pressures; (3) the effect of compliance measures under the Southwest Border Agreement on agent retention and business in Mexico; and (4) the Company's progress in implementing an anti-money laundering program for the Southwest Border...

  • Page 215
    ...California notified Western Union of the California Controller's position that Western Union's deposit of the unclaimed money transfer funds into the class settlement fund pursuant to the settlement "will not satisfy Western Union's obligations to report and remit funds" under California's unclaimed...

  • Page 216
    ... number of agent and subagent locations in 13 countries annually since 2010, the average and median dollar values for money transfers sent anywhere in the world annually since 2010, copies of the Company's anti-fraud programs, know your agent policy, know your customer policy, representative agent...

  • Page 217
    ..., or cash flows. On January 26, 2006, the First Data Corporation ("First Data") Board of Directors announced its intention to pursue the distribution of all of its money transfer and consumer payments business and its interest in a Western Union money transfer agent, as well as its related assets...

  • Page 218
    ...WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Related Party Transactions The Company has ownership interests in certain of its agents accounted for under the equity method of accounting. The Company pays these agents commissions for money transfer and other services...

  • Page 219
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The components of investment securities are as follows (in millions): Gross Unrealized Gains Gross Unrealized Losses Net Unrealized Gains/ (Losses) December 31, 2015 Amortized Cost Fair Value Settlement assets: ...

  • Page 220
    ...WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay the obligations or the Company... foreign corporate debt securities are due within 1 year. 2015 FORM 10-K 118

  • Page 221
    ... relevant accounting standards, represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. For...

  • Page 222
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) No non-recurring fair value adjustments were recorded during the years ended December 31, 2015 and 2014. Other Fair Value Measurements The carrying amounts for many of the Company's financial instruments, including cash...

  • Page 223
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Income Taxes The components of pre-tax income, generally based on the jurisdiction of the legal entity, were as follows (in millions): Year Ended December 31, 2014 2013 2015 Domestic ...$ Foreign...$ (27.0) $ 968...

  • Page 224
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The decrease in the Company's effective tax rate for the year ended December 31, 2015 compared to 2014 is primarily due to various tax planning benefits, some of which are non-recurring, partially offset by changes in ...

  • Page 225
    ... position as recorded in the financial statements and the final resolution of a tax issue during the period. Such resolution could materially increase or decrease income tax expense in the Company's consolidated financial statements in future periods and could impact operating cash flows. 2015 FORM...

  • Page 226
    ... WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Unrecognized tax benefits represent the aggregate tax effect of differences between tax return positions and the amounts otherwise recognized in the Company's consolidated financial statements, and are reflected in "Income...

  • Page 227
    ... been paid as of December 31, 2015. A substantial majority of these payments were made in the year ended December 31, 2012. The Company expects to pay the remaining amount in 2016 and beyond. The IRS completed its examination of the United States federal consolidated income tax returns of First Data...

  • Page 228
    ... FINANCIAL STATEMENTS (Continued) 11. Employee Benefit Plans Defined Contribution Plans The Company administers several defined contribution plans in various countries globally, including The Western Union Company Incentive Savings Plan (the "401(k)"), which covers eligible employees on the United...

  • Page 229
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12. Operating Lease Commitments The Company leases certain real properties for use as customer service centers and administrative and sales offices. The Company also leases automobiles and office equipment. Certain of ...

  • Page 230
    ...loss affect the line items as indicated below within the Consolidated Statements of Income. Year Ended December 31, 2015 2014 2013 Unrealized gains on investment securities, beginning of period ...$ Unrealized gains/(losses) ...Tax (expense)/benefit ...Reclassification of gains into "Other revenues...

  • Page 231
    ... from fluctuations in exchange rates, primarily the euro, and to a lesser degree the British pound, Canadian dollar, Australian dollar, Swiss franc, and other currencies, related to forecasted money transfer revenues and on money transfer settlement assets and obligations as well as on certain...

  • Page 232
    ... year at inception, are utilized to offset foreign exchange rate fluctuations on certain foreign currency denominated cash and other asset and liability positions. None of these contracts are designated as accounting hedges. The aggregate equivalent United States dollar notional amounts of foreign...

  • Page 233
    .... The significant majority of customer contracts are written in major currencies such as the Australian dollar, British pound, Canadian dollar, and euro. Interest Rate Hedging - Corporate The Company utilizes interest rate swaps to effectively change the interest rate payments on a portion of its...

  • Page 234
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Balance Sheet The following table summarizes the fair value of derivatives reported in the Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 (in millions): Derivative Assets Fair Value Balance ...

  • Page 235
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables summarize the gross and net fair value of derivative assets and liabilities as of December 31, 2015 and December 31, 2014 (in millions): Offsetting of Derivative Assets Gross Amounts of Recognized ...

  • Page 236
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Income Statement The following tables summarize the location and amount of gains and losses of derivatives in the Consolidated Statements of Income segregated by designated, qualifying hedging instruments and those ...

  • Page 237
    ... WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Undesignated Hedges The following table presents the location and amount of net gains/(losses) from undesignated hedges for the years ended December 31, 2015, 2014 and 2013 (in millions): Gain/(Loss) Recognized in Income...

  • Page 238
    ... WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 15. Borrowings The Company's outstanding borrowings consisted of the following (in millions): December 31, 2015 December 31, 2014 Notes: Floating rate notes due 2015 ...$ 2.375% notes due 2015 (a) ...5.930% notes due 2016...

  • Page 239
    ...to 397 days from date of issuance. The Company had no commercial paper borrowings outstanding as of December 31, 2015 and 2014. Revolving Credit Facility On September 29, 2015, the Company entered into a credit agreement which expires in September 2020 providing for unsecured financing facilities in...

  • Page 240
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On December 10, 2012, the Company issued $250.0 million and $500.0 million of aggregate principal amounts of unsecured notes due December 10, 2015 ("2015 Fixed Rate Notes") and December 10, 2017 ("2017 Notes"), ...

  • Page 241
    ...types of security interests, incur debt (in the case of significant subsidiaries) or enter into sale and leaseback transactions. The Company may redeem the 2016 Notes at any time prior to maturity at the greater of par or a price based on the applicable treasury rate plus 20 basis points. Certain of...

  • Page 242
    ... 31, 2015. Options granted under the 2015 LTIP and the 2006 LTIP are issued with exercise prices equal to the fair market value of Western Union common stock on the grant date, have 10-year terms, and typically vest over four equal annual increments beginning 12 months after the date of grant...

  • Page 243
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company also grants bonus/deferred stock units out of the 2015 LTIP and 2006 LTIP to the non-employee directors of the Company. Since bonus/deferred stock units vest immediately, compensation expense is recognized ...

  • Page 244
    ... granted to non-executive employees in 2015 or 2014. The Company used a blend of implied and historical volatility. Volatility was calculated using the market price of traded options on Western Union's common stock and the historical volatility of Western Union stock data. 2015 FORM 10-K 142

  • Page 245
    ... to calculate the volatility of Western Union stock and the actual terms Western Union employees hold options, expected volatility and expected term may change which could change the grant-date fair value of future stock option awards and, ultimately, the recorded compensation expense. 2015 FORM 10...

  • Page 246
    ...other organizations, including utilities, auto finance companies, mortgage servicers, financial service providers, government agencies and other businesses. The Business Solutions operating segment facilitates payment and foreign exchange solutions, primarily cross-border, crosscurrency transactions...

  • Page 247
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables present the Company's reportable segment results for the years ended December 31, 2015, 2014 and 2013, respectively (in millions): Year Ended December 31, 2015 2014 2013 Revenues: Consumer-to-...

  • Page 248
    THE WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ended December 31, 2015 2014 2013 Assets: Consumer-to-Consumer...$ 4,738.7 Consumer-to-Business...1,010.1 Business Solutions...2,384.4 Other ...1,325.7 Total assets ...$ 9,458.9 Depreciation and amortization: ...

  • Page 249
    ...States accounted for less than 10% of consolidated revenue for the years ended December 31, 2015, 2014 and 2013, respectively. In addition, each individual agent, Consumer-to-Business, or Business Solutions customer accounted for less than 10% of consolidated revenue during these periods. 2015 FORM...

  • Page 250
    ...WESTERN UNION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 18. Quarterly Financial Information (Unaudited) Summarized quarterly results for the years ended December 31, 2015 and 2014 were as follows (in millions, except per share data): Year Ended December 31, 2015 2015 by Quarter...

  • Page 251
    ...'s Annual Report on Internal Control Over Financial Reporting Management's report on Western Union's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934), and the related Report of Independent Registered Public...

  • Page 252
    ...U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") pursuant to Executive Order 13224 on December 9, 2010. On March 25, 2015, the Company took action to prevent the Kairaba Shopping Centre from receiving or initiating money transfer transactions through the Western Union network and...

  • Page 253
    ... by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder. Second, the Board of Directors amended Article III, Section 1 of the By-laws to replace a provision that became inapplicable following the de-classification of the Company's Board of Directors. Pursuant...

  • Page 254
    ... Compliance," and "Corporate Governance-Committees of the Board of Directors" of our definitive proxy statement for the 2016 annual meeting of stockholders. Code of Ethics The Company's Directors' Code of Conduct, Code of Ethics for Senior Financial Officers, Procedure for Accounting and Auditing...

  • Page 255
    ...are filed as part of this report: 1. Financial Statements (See Index to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K); 2. The exhibits listed in the "Exhibit Index" attached to this Annual Report on Form 10-K. 2015 FORM...

  • Page 256
    ... duly authorized. The Western Union Company (Registrant) February 19, 2016 By: HIKMET ERSEK Hikmet Ersek President and Chief Executive Officer /S / Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

  • Page 257
    ... 2016 (filed as Exhibit 4.11 to the Company's Registration Statement on Form S-4 filed on December 22, 2006 and incorporated herein by reference thereto). Supplemental Indenture, dated as of September 29, 2006, among The Western Union Company, First Financial Management Corporation and Wells Fargo...

  • Page 258
    ... Western Union Financial Services, Inc. and the State of Arizona (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 16, 2010 and incorporated herein by reference thereto). Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement...

  • Page 259
    ... Exhibit 10.14 to the Company's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference thereto).* Form of Unrestricted Stock Unit Award Agreement Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, as Amended and Restated Effective...

  • Page 260
    ... Stock Unit Award Notice for Executive Committee Members (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K filed on February 24, 2012 and incorporated herein by reference thereto).* Employment Contract, dated...

  • Page 261
    ... Unit Award Agreement for Non-Employee Directors Residing in the United States Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2012 and incorporated herein by reference thereto).* Offer Letter, dated...

  • Page 262
    ...thereto).* Form of Restricted Stock Unit Award Agreement for Section 16 Officers (U.S.) Under The Western Union Company 2006 Long-Term Incentive Plan For Awards Granted in 2014 and Thereafter (filed as Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2014 and incorporated...

  • Page 263
    ... Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document * Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report. 2015 FORM 10-K 161

  • Page 264
    ... Officer MOLLY SHEA Senior Vice President and General Manager, Western Union Digital CHRISTINA HAMILTON Vice President, Chief of Staff, Office of the CEO Forward-Looking Statements This Annual Report contains certain statements that are forward-looking within the meaning of the Private Securities...

  • Page 265
    ...Stockholders with questions concerning their stock holdings or dividends or with address changes should contact: Wells Fargo Bank, N.A. Shareowner Services PO Box 64854 St. Paul, MN 55164-0854 Shareowner Relations Phone Numbers +1-651-450-4064 +1-800-468-9716 Independent Registered Public Accounting...

  • Page 266
    moving money for better 12500 East Belford Avenue Englewood, CO 80112, USA wu.com