2024
Notice of 2025
Annual Meeting of
Stockholders, Proxy Statement,
and 2024 Annual Report
Business
Performance
Financial
Highlights
Expanding
Reach
2022
2024
1%
13%
+1,200
bps
Branded Digital
Transaction YoY Growth
Excludes Russia and Belarus.
Guided by our Evolve 2025 strategy, we are
steadily transforming to meet evolving
customer needs, reinforcing our mission to
expand financial services for aspiring
populations worldwide.
2024
Impact
Overview
+500
bps
2022
2024
-7%
-2%
Retail Transaction YoY Growth
+240
Concept
stores
+670
Owned
stores
+100M
Customers
70k
active locations
where WUPOS 2.1
is available
+4.6B
Bank accounts
for payout
380K
Active retail
locations
+200
Countries and
territories
+130
Currencies
Excludes Russia, Belarus, and Iraq.
*Refer to Annex A of the 2025 Proxy Statement attached herein for a reconciliation between GAAP and non-GAAP metrics.
99%
3 year average
adjusted free cash
flow conversion*
$496M
returned to
shareholders
through dividends &
share repurchases
15%
Consumer Services
adjusted revenue
growth*
$4.2B
in revenue
19%
adjusted
operating margin*
$1.74
in adjusted EPS*
A message
from the CEO
A message
from the CEO
Devin B. McGranahan
Dear Fellow Shareholders,
I am pleased to report that 2024 marked a turning point in returning
our company to profitable revenue growth. We achieved positive full
year company-wide adjusted revenue growth (excluding Iraq) six
months ahead of schedule relative to our initial 2022 Investor Day
guidance.
In 2024, we returned almost $500 million to our shareholders with
$318 million paid in dividends and $177 million used to repurchase
shares. In addition, Western Union’s Board of Directors approved a
$1 billion share repurchase authorization, underscoring our
continued focus on strong cash returns to our shareholders.
Overall, our results in 2024 show progress on our transformation to
strengthen the fundamentals of our business. We continue to
improve our position in meeting the needs of our customers and
achieving success in our mission of providing accessible financial
services to aspiring populations across the globe.
Stabilizing and growing our Retail business
In 2022, we announced our Evolve 2025 strategy with an
intent to transform our business into a customer-centric,
omnichannel organization. Our transformation strategy,
powered by our investment in technology, is yielding results.
In 2024, we launched an initial version of our integrated
customer data platform called Single Customer View (SCV),
which marks a step-change in how we will be able to interact
with our customers. Utilizing SCV, we launched our new
customer loyalty program in France and the U.S. this year.
We introduced several new point-of-sale improvements in
2024, and we continue to seek increases in speed, reliability,
agent support and customer satisfaction. As we improve our
operating model, we are accelerating our pace of execution
and rollout to other countries.
Our customer-centric model and investment in technology is
showing results, with our next generation digital platform
going live across 15 countries. Australia highlights the growth
we can see with the right digital offering, with 2024 revenue in
the mid-teens and transaction growth at nearly 30%.
Financial highlights
•
$4.2 billion in revenue (GAAP), up 0.5% on an adjusted basis,
excluding Iraq.
•
Consumer Services adjusted revenue growth at 15%.
•
Continued improvement in transaction growth: seventh
consecutive quarter of double-digit transaction growth in our
Branded Digital business, achieving 13% for the year.
Our Retail business is one of our strongest strategic assets. 2024
showed that we have many opportunities not only to stabilize but to
gradually grow our Retail business and gain market share. Given the
improving performance of our Digital business, stabilizing our Retail
business is the key to long-term enterprise growth.
Overall, we are focused on a three-pronged retail strategy that
includes elevating the customer experience, a multi-tiered
distribution strategy, and dynamic pricing. As an example, Europe,
which experienced double-digit declines in retail transactions in
2022-2023, saw 9% retail transaction growth by the end of 2024. Our
retail business in Spain grew transactions 25% and revenue 18%. In
the U.K., transactions grew 20% and revenue 9% in 2024.
Transforming business with customer-centric tech
Looking toward the future
Our achievements in 2024 tell the story of our business turning a
corner and of our Evolve 2025 strategy beginning to succeed. Our
business fundamentals are improving, with technological
improvements fundamentally changing the way we interact with our
agents and customers, and transaction growth leading to revenue
growth.
Through my travels meeting with our agents, customers and
employees, I can see the effects of positive change. I have strong
optimism for our future and I look forward to presenting our vision
for the continued evolution of our business in November at our 2025
Investor Day.
I want to thank our customers for their trust, our employees for their
contributions, our Board of Directors, whose support and guidence
was pivotal to our success in 2024, and our shareholders for their
continued confidence in our strategy to build Western Union’s future.
THIS PAGE INTENTIONALLY LEFT BLANK
2024
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
Notice of 2025 Annual
Meeting of Stockholders,
Proxy Statement, and
2024 Annual Report
THE WESTERN UNION COMPANY
7001 E. Belleview Avenue
Denver, Colorado 80237
March 31, 2025
DEAR STOCKHOLDER:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of The Western Union
Company (the “Company”), to be held at 8:00 a.m., local time, on Thursday, May 15, 2025, at the Company’s headquarters
located at 7001 E. Belleview Avenue, Denver, Colorado 80237. The registration desk will open at 7:30 a.m.
The attached notice and Proxy Statement contain details of the business to be conducted at the Annual Meeting. In addition,
the Company’s 2024 Annual Report, which is being made available to you along with the Proxy Statement, contains information
about the Company and its performance. Directors and certain officers of the Company will be present at the Annual Meeting.
Your vote is important! Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and then vote
at your earliest convenience by telephone, internet, tablet or smartphone, or request a proxy card to complete, sign, date and
return by mail. Using the telephone, internet, tablet or smartphone voting systems, or mailing your completed proxy card, will
not prevent you from voting in person at the Annual Meeting if you are a stockholder of record and wish to do so.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.
Regards,
Devin B. McGranahan
President, Chief Executive Officer and Director
Notice of 2025 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 THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID
THE COMPANY IN REDUCING THE EXPENSE OF PROXY SOLICITATION.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
DATED MARCH 31, 2025
THE WESTERN UNION COMPANY
7001 E. BELLEVIEW AVENUE
DENVER, COLORADO 80237
(866) 405-5012
NOTICE OF 2025 ANNUAL MEETING
OF STOCKHOLDERS
When:
May 15, 2025
at 8:00 a.m. Mountain Time
Where:
Company Headquarters
7001 E. Belleview Avenue
Denver, Colorado 80237
Record Date:
March 18, 2025
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the
information you should consider, and you should read the entire Proxy Statement before voting.
ITEMS OF BUSINESS
BOARD’S
RECOMMENDATION
FURTHER
INFORMATION
1
Election of Directors named in this Proxy Statement to serve as members of
the Company’s Board of Directors until the Company’s 2026 Annual Meeting
of Stockholders
FOR each director
nominee
Page 14
2
Hold an advisory vote to approve executive compensation
FOR
Page 72
3
Ratify the selection of Ernst & Young LLP as our independent registered
public accounting firm for 2025
FOR
Page 74
4
Transact any other business as may properly come before the Annual
Meeting or any postponement or adjournment of the Annual Meeting
ATTENDING THIS MEETING
All stockholders will be required to show valid, government-issued, photo identification or an employee badge issued
by the Company. If you own shares as a stockholder of record (a “Registered Holder”), your name will be compared to the
list of registered stockholders to verify your share ownership. If you own shares through a broker, agent, or other nominee
(a “Beneficial Holder”), you will need to bring evidence of your share ownership, such as your most recent brokerage account
statement or a legal proxy from your broker, agent or other nominee. If you do not have valid picture identification and proof
that you own Company shares, you will not be admitted to the Annual Meeting. All packages and bags are subject to inspection.
Please note that the registration desk will open at 7:30 a.m. Please arrive in advance of the start of the Annual Meeting to allow
time for identity verification.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
WHO CAN ATTEND AND VOTE
Our stockholders of record on March 18, 2025 are entitled to notice of, and to vote at, the Annual Meeting and at any
adjournment or postponement that may take place. A list of stockholders entitled to vote at the Annual Meeting will be available
for examination during normal business hours by any stockholder for ten days prior to the Annual Meeting at our principal
executive offices located at 7001 E. Belleview Avenue, Denver, Colorado 80237.
YOUR VOTE IS EXTREMELY IMPORTANT.
TELEPHONE
INTERNET
BY MAIL
BY TABLET OR
SMARTPHONE
IN PERSON
Beneficial Holders call toll
free at 1-800-454-8683
Registered Holders call toll
free at 1-866-883-3382
Beneficial Holders visit
www.proxyvote.com
Registered Holders visit
www.proxypush.com/WU
Request a paper
proxy card to
complete, sign,
date and return
Beneficial Holders vote
your shares online with
your tablet or smartphone
by scanning the QR code
above.
Registered Holders vote
your shares online with
your tablet or smartphone
by scanning the QR code
on your Proxy Card.
Attend the Annual Meeting
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Company’s Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com or
www.proxydocs.com/brokers/WU for Beneficial Holders and www.proxydocs.com/WU for Registered Holders. To access
such proxy materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability of
Proxy Materials or your Proxy Card.
We appreciate your prompt vote. After reading the Proxy Statement, please vote at your earliest convenience, by telephone,
Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. If you decide to attend the
Annual Meeting and would prefer to vote in person by ballot, your proxy will be revoked automatically and only your vote at the
Annual Meeting will be counted.
Please note that all votes cast via telephone, Internet, tablet or smartphone must be cast prior to 11:59 p.m., Eastern Time on
Wednesday, May 14, 2025. For shares held in The Western Union Company Incentive Savings Plan, direction regarding how to
vote such shares must be received by mail on or before Monday, May 12, 2025, or by telephone, Internet, tablet or smartphone
by 11:59 p.m., Eastern Time, on May 12, 2025.
By Order of the Board of Directors
Benjamin C. Adams
Chief Legal Officer and Corporate Secretary
March 31, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
Table of Contents
Proxy Summary��������������������������������������������������������������������������������������������������������������������
i
Proxy Statement������������������������������������������������������������������������������������������������������������������
1
The Proxy Process and Stockholder Voting������������������������������������������������������������������
2
Board of Directors Information����������������������������������������������������������������������������������������
6
Proposal 1—Election of Directors������������������������������������������������������������������������������������
14
Corporate Governance��������������������������������������������������������������������������������������������������������
15
Summary of Corporate Governance Practices��������������������������������������������������������������������������������������������
15
Attracting, Developing, and Engaging Employees���������������������������������������������������������������������������������������
16
Independence of Directors�������������������������������������������������������������������������������������������������������������������������������
16
Board Leadership Structure�����������������������������������������������������������������������������������������������������������������������������
17
Risk Oversight�����������������������������������������������������������������������������������������������������������������������������������������������������
17
Committees of the Board of Directors�����������������������������������������������������������������������������������������������������������
18
Chief Executive Officer Succession Planning����������������������������������������������������������������������������������������������
23
Communications with the Board of Directors����������������������������������������������������������������������������������������������
23
Board Attendance at Annual Meeting of Stockholders������������������������������������������������������������������������������
23
Presiding Director of Non-Management Director Meetings���������������������������������������������������������������������
23
Nomination of Directors�����������������������������������������������������������������������������������������������������������������������������������
23
Submission of Stockholder Proposals����������������������������������������������������������������������������������������������������������
24
Code of Ethics����������������������������������������������������������������������������������������������������������������������������������������������������
24
Insider Trading Policy����������������������������������������������������������������������������������������������������������������������������������������
25
Prohibition against Pledging and Hedging of the Company’s Securities�����������������������������������������������
25
Compensation of Directors�����������������������������������������������������������������������������������������������
26
Report of the Audit Committee����������������������������������������������������������������������������������������
29
Compensation and Benefits Committee Report����������������������������������������������������������
31
Compensation Discussion and Analysis�����������������������������������������������������������������������
32
Executive Summary������������������������������������������������������������������������������������������������������������������������������������������
32
Establishing and Evaluating Executive Compensation�������������������������������������������������������������������������������
35
The Western Union 2024 Executive Compensation Program������������������������������������������������������������������
40
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
Executive Compensation ��������������������������������������������������������������������������������������������������
51
2024 Summary Compensation Table������������������������������������������������������������������������������������������������������������
51
2024 All Other Compensation Table��������������������������������������������������������������������������������������������������������������
52
2024 Grants of Plan-Based Awards Table ���������������������������������������������������������������������������������������������������
53
2024 Outstanding Equity Awards at Fiscal Year-End Table�����������������������������������������������������������������������
55
2024 Option Exercises and Stock Vested Table�������������������������������������������������������������������������������������������
58
2024 Nonqualified Deferred Compensation Table �������������������������������������������������������������������������������������
58
Potential Payments upon Termination or Change-in-Control������������������������������������������������������������������
59
Payments upon Termination or Change-in-Control Tables ���������������������������������������������������������������������
61
Risk Management and Compensation ���������������������������������������������������������������������������������������������������������
64
CEO Pay Ratio�����������������������������������������������������������������������������������������������������������������������
65
Pay Versus Performance���������������������������������������������������������������������������������������������������
66
Policies and Practices Related to the Timing of Grants of
Certain Equity Awards����������������������������������������������������������������������������������������������������
71
Proposal 2—Advisory Vote to Approve Executive Compensation����������������������������
72
Proposal 3—Ratification of Selection of Auditors��������������������������������������������������������
74
Equity Compensation Plan Information�������������������������������������������������������������������������
75
Stock Beneficially Owned by Directors, Executive Officers and Our
Largest Stockholders�����������������������������������������������������������������������������������������������������
76
Certain Transactions and Other Matters�����������������������������������������������������������������������
78
Delinquent 16(a) Reports���������������������������������������������������������������������������������������������������
79
Annex A����������������������������������������������������������������������������������������������������������������������������������
A-1
Reconciliation of Non-GAAP Measures �������������������������������������������������������������������������������������������������������
A-1
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
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Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | i
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the
information you should consider, and you should read the entire Proxy Statement before voting.
2025 ANNUAL MEETING OF STOCKHOLDERS OF THE WESTERN UNION COMPANY (the ”Company,” “Western Union,” “we,”
“our,” or “us”)
When:
May 15, 2025
at 8:00 a.m. Mountain Time
Where:
Company Headquarters
7001 E. Belleview Avenue
Denver, Colorado 80237
Record Date:
March 18, 2025
MEETING AGENDA AND VOTING MATTERS
ITEM
MANAGEMENT PROPOSALS
BOARD VOTE
RECOMMENDATION
PAGE REFERENCE
(FOR MORE DETAIL)
1
Election of Directors named in this Proxy Statement to serve as members
of the Company’s Board of Directors until the Company’s 2026 Annual
Meeting of Stockholders
FOR each director
nominee
16
2
Advisory Vote to Approve Executive Compensation
FOR
82
3
Ratify the Selection of Ernst & Young LLP as our independent registered
public accounting firm for 2025
FOR
84
INFORMATION ABOUT OUR DIRECTOR NOMINEES (PAGE 7)
55%
DIVERSITY
91%
GLOBAL
OPERATIONS
EXPERIENCE
73%
REGULATED
INDUSTRY/
GOVERNMENT
EXPERIENCE
64%
CEO EXPERIENCE
91%
INDEPENDENT
11
MEMBERS
1
10
4
7
3
8
1
10
6
5
* Asian Female
** American Indian Female
This chart reflects the composition, skills, qualifications, and characteristics of our Board of Directors nominated for election at the 2025 Annual Meeting.
4 Female
1 Hispanic/
Latino
1 Asian*
1 LGBTQ+
1 American Indian**
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
ii | The Western Union Company
PROXY SUMMARY
OUR DIRECTOR NOMINEES
Julie M. Cameron-Doe
Independent
Martin I. Cole
Independent
Suzette M. Deering
Independent
Age 55
Director Since 2023
Age 68
Director Since 2015
Age 55
Director Since 2023
Committee(s)
• Audit Committee
• Compliance Committee
Committee(s)
• Compensation and Benefits
Committee
• Corporate Governance, ESG, and
Public Policy Committee
Committee(s)
• Compensation and Benefits
Committee
• Compliance Committee
Betsy D. Holden
Independent
Jeffrey A. Joerres
Independent
Devin B. McGranahan
Age 69
Director Since 2006
Age 65
Director Since 2015
Chair of the Board
Age 56
Director Since 2021
Committee(s)
• Compensation and Benefits
Committee
• Corporate Governance, ESG, and
Public Policy Committee Chair
Committee(s)
• None
Committee(s)
• None
Michael A. Miles, Jr.
Independent
Timothy P. Murphy
Independent
Jan Siegmund
Independent
Age 63
Director Since 2006
Age 63
Director Since 2020
Age 60
Director Since 2019
Committee(s)
• Compensation and Benefits
Committee Chair
• Corporate Governance, ESG, and
Public Policy Committee
Committee(s)
• Audit Committee
• Compliance Committee Chair
Committee(s)
• Audit Committee Chair
• Compliance Committee
Angela A. Sun
Independent
Solomon D. Trujillo
Independent
Age 50
Director Since 2018
Age 73
Director Since 2012
Committee(s)
• Audit Committee
• Compensation and Benefits
Committee
Committee(s)
• Audit Committee
• Compliance Committee
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | iii
PROXY SUMMARY
GOVERNANCE HIGHLIGHTS (PAGE 17)
✓Annual Election of Directors
✓Proxy Access
✓Majority Vote Standard in Uncontested Elections
✓Stockholder Right to Call Special Meetings at 10% Ownership Threshold
✓No Stockholder Rights Plan (“Poison Pill”)
✓No Supermajority Voting Provisions in the Company’s Organizational Documents
✓Independent Board, Except Our Chief Executive Officer (“CEO”)
✓Independent Non-Executive Chair
✓Independent Board Committees
✓Confidential Stockholder Voting
✓Board Committee Authority to Retain Independent Advisors
✓Robust Codes of Conduct
✓Board Committee Oversight of Environmental, Social, and Governance (“ESG”) Matters
✓Robust Stock Ownership Guidelines for Senior Executives and Directors
✓Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors
✓Regular Stockholder Engagement
CORE COMPONENTS OF 2024 EXECUTIVE COMPENSATION (PAGE 47)
• Base Salary - Fixed compensation component payable in cash
• Annual Incentive Awards - Variable compensation component payable in cash based on performance against annually
established performance objectives
• Performance-Based Restricted Stock Units (“PSUs”) - Restricted stock units vest based on the Company’s achievement
of financial performance objectives, with a payout modifier based on the Company’s relative total stockholder return (“TSR”)
versus the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400 Index”)
• Restricted Stock Units (“RSUs”) - RSUs vest in one-third annual increments based on continued service during the
vesting period
• Stock Options - Non-qualified stock options granted with an exercise price equal to fair market value on the date of grant
that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
iv | The Western Union Company
PROXY SUMMARY
KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (PAGE 36)
WHAT WE DO
% Pay-for-performance and at-risk compensation.
A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture
(“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established
objectives informed by our Company’s strategy.
% Align compensation with stockholder interests.
Performance measures for incentive compensation are linked to the overall performance of the Company and are
designed to be aligned with the creation of long-term stockholder value.
% Emphasis on future pay opportunity vs. current pay.
Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are
designed to align our NEOs’ interests with long-term stockholder interests. For 2024, the annual long-term equity
awards comprised approximately 77% of the targeted annual compensation for our CEO and, on average, approximately
57% of the targeted annual compensation for our other NEOs.
% Mix of performance metrics.
The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide
the primary links between incentive compensation and the Company’s strategic operating plan and financial results,
and a relative payout modifier, which measures Company’s relative TSR versus an S&P Index.
% Stockholder engagement.
The Compensation Committee chair and members of management engage with stockholders regularly to discuss and
understand their perceptions or concerns regarding our executive compensation program.
% “Clawback” policies.
Pursuant to the Company’s Dodd-Frank Clawback and Forfeiture Policy (the “Dodd-Frank Policy”), the Company is
required to recoup certain incentive compensation from covered officers in the event of a financial restatement. In
addition, the Company maintains a separate Misconduct Clawback and Forfeiture Policy (the “Misconduct Policy”)
which provides that the Company may, in its sole discretion, recoup certain incentive compensation, including time-
based equity awards, from covered officers in the event the covered officer engages in compliance misconduct or
detrimental conduct.
% Robust stock ownership guidelines.
We require our executive officers to own a meaningful amount of Company stock to align them with long-term
stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other NEOs).
% Include leadership, compliance and ESG metrics in compensation program.
% Multi-year vesting and/or performance periods for long-term incentive awards.
% Independent compensation consultant retained by the Compensation Committee.
% “Double trigger” severance benefits in the event of a change-in-control.
% Maximum payout caps for annual cash incentive compensation and PSUs.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | v
PROXY SUMMARY
WHAT WE DON’T DO
✘ No repricing or buyout of underwater stock options without stockholder approval.
✘ No change-in-control tax gross ups.
✘ Prohibition against pledging and hedging of Company securities by senior executives and directors.
Please see “Summary of Corporate Governance Practices” for additional details.
✘ No dividends or dividend equivalents are paid on unvested or unearned PSUs or RSUs.
✘ No service-based defined benefit pension plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
The following chart illustrates our CEO pay philosophy of heavily weighting targeted direct compensation toward variable,
performance-based pay elements.
CEO 2024 TOTAL TARGET DIRECT COMPENSATION
8%
Base
Salary
PSUs
47%
Annual
Incentive
15%
At Risk
92%
15%
Stock
Options
RSUs
15%
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Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 1
PROXY STATEMENT
The Board of Directors (the “Board of Directors” or the
“Board”) of The Western Union Company (“Western Union” or
the “Company”) is, on the Company’s behalf, soliciting your
proxy to vote at the 2025 Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on May 15, 2025 at 8:00 a.m.,
local time, and any adjournment or postponement of the
Annual Meeting. The Annual Meeting will be held at the
Company’s Headquarters, 7001 E. Belleview Avenue, Denver,
Colorado 80237.
In accordance with U.S. Securities and Exchange Commission
(the “SEC”) rules and regulations, instead of mailing a printed
copy of our proxy materials to each stockholder of record or
beneficial owner, we are furnishing our proxy materials, which
include this Proxy Statement and the accompanying Proxy
Card, Notice of Meeting, and Annual Report to Stockholders,
to our stockholders over the Internet unless otherwise
instructed by the stockholder. If you received a Notice of
Internet Availability of Proxy Materials by mail and would like
to receive a printed copy of our proxy materials, you should
follow the instructions for requesting such materials included
in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials was
first mailed on March 31, 2025 to all stockholders of record
as of March 18, 2025 (the “Record Date”). The only voting
securities of the Company are shares of the Company’s
common stock, $0.01 par value per share (the “Common
Stock”), of which there were 334,838,525 shares outstanding
as of the Record Date.
The Company’s Annual Report to Stockholders, which
contains consolidated financial statements for the year
ended December 31, 2024 (the “2024 Annual Report”),
accompanies this Proxy Statement. You also may obtain
a copy of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2024 that was filed with
the SEC, without charge, by writing to Investor Relations,
The Western Union Company, 7001 E. Belleview Avenue,
WU-HQ-11, Denver, Colorado 80237, or by calling (866)
405-5012. Requests may also be directed to westernunion.
ir@westernunion.com. If you would like to receive a copy
of any exhibits listed in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2024, please
call (866) 405-5012 or submit a request in writing to
Investor Relations at the above address, and the Company
will provide you with the exhibits upon the payment of a
nominal fee (which fee will be limited to the expenses we
incur in providing you with the requested exhibits). The
Company’s Annual Report on Form 10-K for the year ended
December 31, 2024 and these exhibits are also available in
the “Investor Relations” section of www.westernunion.com.
This Proxy Statement and the 2024 Annual Report are also
available on the SEC’s website at sec.gov.
Information on the Company’s website, including our ESG
Reports and EEO-1 reports, is not incorporated by reference
into, and does not form part of, this Proxy Statement.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2 | The Western Union Company
THE PROXY PROCESS AND STOCKHOLDER VOTING
WHY DID I RECEIVE THESE MATERIALS?
A
Our Board of Directors has made these materials
available to you on the Internet or, upon your request,
has delivered printed versions of these materials to
you by mail, in connection with the Board’s solicitation
of proxies for use at our Annual Meeting, which will
take place on May 15, 2025, or any adjournment or
postponement thereof. Our stockholders are invited to
attend the Annual Meeting and are requested to vote
on the proposals described in this Proxy Statement.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE
NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIALS OR SET OF PROXY MATERIALS?
A
This means you hold shares of the Company in
more than one way. For example, you may own
some shares directly as a Registered Holder and
other shares through a broker or you may own
shares through more than one broker, agent or
other nominee (a “broker”). In these situations, you
may receive multiple Notices of Internet Availability
of Proxy Materials or, if you request proxy materials
to be delivered to you by mail, Proxy Cards. It is
necessary for you to vote, sign, and return all of
the Proxy Cards or follow the instructions for any
alternative voting procedure on each of the Notices
of Internet Availability of Proxy Materials you receive
in order to vote all of the shares you own. If you
request proxy materials to be delivered to you by
mail, each Proxy Card you receive will come with
its own prepaid return envelope; if you vote by mail,
make sure you return each Proxy Card in the return
envelope that accompanied that Proxy Card.
WHY DID MY HOUSEHOLD RECEIVE ONLY ONE
COPY OF THE NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIALS OR PROXY MATERIALS?
A
In addition to furnishing proxy materials electronically,
we take advantage of the SEC’s “householding” rules
to reduce the delivery cost of materials. Under such
rules, only one Notice of Internet Availability of Proxy
Materials or, if you have requested paper copies, only
one set of proxy materials is delivered to multiple
stockholders sharing an address unless we have
received contrary instructions from one or more of
the stockholders. If you are a stockholder sharing
an address and wish to receive a separate Notice
of Internet Availability of Proxy Materials or copy of
the proxy materials, you may so request by contacting
the Broadridge Householding Department by phone at
1-866-540-7095 or by mail to Broadridge Householding
Department, 51 Mercedes Way, Edgewood, NY 11717. A
separate copy of the proxy materials will be promptly
provided following receipt of your request, and you
will receive separate materials in the future. If you
currently share an address with another stockholder
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.
DOES MY VOTE MATTER AND WHAT IS A QUORUM?
A
YOUR VOTE MATTERS! We are required to obtain
stockholder approval for the election of directors and
other important matters. Each share of Common
Stock is entitled to one vote and every share voted
has the same weight. In order for the Company
to obtain the necessary stockholder approval of
proposals, a “quorum” of stockholders (a majority
of the issued and outstanding shares entitled to
vote) must be represented at the Annual Meeting
in person or by proxy. If a quorum is not obtained,
the Company must adjourn or postpone the Annual
Meeting and solicit additional proxies; this is an
expensive and time-consuming process that is not in
the best interest of the Company or its stockholders.
Accordingly, we encourage you to vote promptly by
one of the methods described below to ensure your
shares are counted. See also below “How Many
Votes are Required to Approve a Proposal?”
HOW DO I VOTE?
A
By Telephone or Internet—You may vote your
shares via telephone as instructed on the Proxy Card,
or the Internet as instructed on the Proxy Card or the
Notice of Internet Availability of Proxy Materials. The
telephone and Internet procedures are designed to
authenticate your identity, to allow you to vote your
shares, and confirm that your instructions have been
properly recorded. The telephone and Internet voting
facilities will close at 11:59 p.m., Eastern Time, on
May 14, 2025.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 3
THE PROXY PROCESS AND STOCKHOLDER VOTING
By Mail—If you request or otherwise
receive one or more paper Proxy Cards, you may
elect to vote by mail. If you elect to do so, you
should complete, sign, and date each Proxy Card
you receive, indicating your voting preference on
each proposal, and return each Proxy Card in the
prepaid envelope that accompanied each Proxy
Card. If you return a signed and dated Proxy Card
but you do not indicate your voting preferences,
your shares will be voted in accordance with the
recommendations of the Board of Directors. By
returning your signed and dated Proxy Card or
providing instructions by the alternative voting
procedure in time to be received for the Annual
Meeting, you authorize Devin McGranahan and
Benjamin Adams to act as your proxies (the
“Proxies”) to vote your shares of Common Stock
as specified.
By Tablet or Smartphone—If you are a
Beneficial Holder, you may vote your shares online
with your tablet or smartphone by scanning the
QR code above. If you are a Registered Holder,
you may vote your shares online with your tablet
or smartphone by scanning the QR code on your
Proxy Card. The ability to vote in this way by tablet or
smartphone will expire at 11:59 p.m., Eastern Time,
on May 14, 2025.
At the Annual Meeting—Shares held in your
name as a Registered Holder may be voted by you
in person at the Annual Meeting. Shares held by
Beneficial Holders may be voted by you in person at
the Annual Meeting only if you obtain a legal proxy
from the broker that holds your shares giving you
the right to vote the shares, and you bring such
proxy to the Annual Meeting. For shares held in The
Western Union Company Incentive Savings Plan (the
“ISP”), that plan’s trustee will vote such shares as
directed. If no direction is given on how to vote such
shares to the trustee by mail on or before May 12,
2025 or by Internet, telephone, tablet or smartphone
by 11:59 p.m., Eastern Time, on May 12, 2025, the
trustee will vote your shares held in that ISP in the
same proportion as the shares for which it receives
instructions from all other participants in the ISP.
HOW MANY VOTES ARE REQUIRED TO APPROVE
A PROPOSAL?
A
The Company’s By-Laws (the “By-Laws”) require that
directors be elected by the majority of votes cast with
respect to such director in uncontested elections (the
number of shares voted “for” a director must exceed
the number of votes cast “against” that director with
abstentions and broker non-votes not counted as
votes “for” or “against”). In a contested election (a
situation in which the number of nominees exceeds
the number of directors to be elected), the standard
for election of directors will be a plurality of the shares
represented in person or by proxy at any such meeting
and entitled to vote on the election of directors.
The
advisory
vote
to
approve
executive
compensation (Proposal 2) and the ratification
of Ernst & Young LLP’s selection as independent
registered public accounting firm for 2025
(Proposal 3) each require the affirmative vote of a
majority of the shares of Common Stock present
in person or represented by proxy at the Annual
Meeting and entitled to vote thereon.
WHAT IS THE EFFECT OF NOT VOTING?
A
It depends on how ownership of your shares is
registered and the proposal to be voted upon. If
you own shares as a Registered Holder, rather than
through a broker, your unvoted shares will not be
represented at the Annual Meeting and will not count
toward the quorum requirement.
If you own shares as a Beneficial Holder through a
broker and do not give voting instructions to your
broker, your broker may represent your shares at
the meeting for purposes of obtaining a quorum by
voting on “routine matters” as further described in
the answer to the following question, but will not be
able to vote on any “non-routine” matter without
your instruction.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
THE PROXY PROCESS AND STOCKHOLDER VOTING
IF I DON’T VOTE, WILL MY BROKER VOTE FOR ME?
WHICH MATTERS ARE CONSIDERED “ROUTINE”?
A
If you own your shares as a Beneficial Holder
through a broker and you don’t vote, your broker
may vote your shares in its discretion on some
“routine matters.” With respect to other proposals,
however, your broker may not vote your shares
for you. With respect to these proposals, the
aggregate number of unvoted shares is reported
as the “broker non-vote.” A “broker non-vote” share
will not affect the determination of whether the
matter is approved. The Company believes that the
proposal to ratify Ernst & Young LLP’s selection as
independent registered public accounting firm for
2025 (Proposal 3) set forth in this Proxy Statement
is the only routine matter to be presented at the
Annual Meeting on which brokers will be permitted
to vote shares on your behalf, even without voting
instructions. If your broker votes these shares on
your behalf, your shares will be counted as present
for purposes of establishing a quorum at the
Annual Meeting.
Other than Proposal 3, the Company believes that
all proposals set forth in this Proxy Statement
are not considered routine matters and brokers
will not be able to vote on behalf of their clients
if no voting instructions have been furnished.
Please give your broker voting instructions on all
proposals to ensure your shares are represented
in the vote.
HOW ARE ABSTENTIONS TREATED?
A
Whether you own your shares as a Registered Holder
or as a Beneficial Holder, abstentions are counted
toward the quorum requirement and have the same
effect as votes “against” a proposal, other than the
proposal to elect directors (Proposal 1), on which they
have no effect.
IF I OWN MY SHARES THROUGH A BROKER, HOW
IS MY VOTE RECORDED?
A
Brokers typically own shares of Common Stock for
many stockholders. In this situation, the Registered
Holder on the Company’s stock register is the broker.
This often is referred to as holding shares in “Street
Name.” The Beneficial Holders of such shares do
not appear in the Company’s stockholder register.
If you hold your shares in Street Name, and elect to
vote via telephone, Internet, tablet or smartphone,
your vote will be submitted to your broker. If you
request paper Proxy Cards and elect to vote by mail,
the accompanying return envelope is addressed
to return your executed Proxy Card with voting
instructions to your broker. Shortly before the Annual
Meeting, each broker will total the votes submitted
by telephone, Internet, tablet or smartphone or
mail by the Beneficial Holders for whom it holds
shares and submit a Proxy Card reflecting the
aggregate votes of such Beneficial Holders. If
you would like to vote at the Annual Meeting see
“How Do I Vote? – At the Annual Meeting” above.
IS MY VOTE CONFIDENTIAL?
A
In accordance with the Company’s Corporate
Governance
Guidelines,
the
vote
of
any
stockholder will not be revealed to anyone other
than a non-employee tabulator of votes or an
independent election inspector (the “Inspector
of Election”), except (i) as necessary to meet
applicable legal and stock exchange listing
requirements, (ii) to assert claims for or defend
claims against the Company, (iii) to allow the
Inspector of Election to certify the results of
the stockholder vote, (iv) in the event a proxy,
consent, or other solicitation in opposition to
the voting recommendation 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?
A
Yes. You have the right to revoke your proxy at
any time prior to the time your shares are voted.
If you are a Registered Holder, your proxy can
be revoked in several ways: (i) by delivery of a
written revocation to the Corporate Secretary,
The Western Union Company, 7001 E. Belleview
Avenue, Denver, Colorado 80237, by 11:59 p.m.,
Eastern Time, on May 14, 2025, (ii) by timely
submission of another valid proxy bearing a later
date (including through any alternative voting
procedure described on the Notice of Internet
Availability of Proxy Materials or Proxy Card), or
(iii) by attending the Annual Meeting and giving
the Inspector of Election notice that you intend
to vote your shares in person. If your shares are
held by a broker, you must contact your broker
to receive instructions on how to revoke your
proxy. See “How do I Vote?” above for additional
information about how to timely submit another
proxy.
4 | The Western Union Company
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 5
THE PROXY PROCESS AND STOCKHOLDER VOTING
WILL ANY OTHER BUSINESS BE TRANSACTED AT
THE MEETING? IF SO, HOW WILL MY PROXY BE
VOTED?
A
Management does not know of any business to be
transacted at the Annual Meeting other than those
matters described in this Proxy Statement. The
period specified in the Company’s By-Laws for
submitting additional proposals to be considered
at the Annual Meeting has passed and there are no
such proposals to be considered. However, should
any other matters properly come before the Annual
Meeting, and any adjournments and postponements
thereof, shares with respect to which voting authority
has been granted to the Proxies will be voted by
the Proxies in accordance with their judgment.
WHO COUNTS THE VOTES?
A
Votes will be counted and certified by the Inspector of
Election, who is an employee of Equiniti Trust Company,
the Company’s Transfer Agent and Registrar (“Equiniti”).
If you are a Registered Holder, your telephone, Internet,
tablet, or smartphone vote is submitted, or your
executed Proxy Card is returned, directly to Equiniti for
tabulation. As noted above, if you hold your shares as
a Beneficial Holder, your broker returns a single Proxy
Card to Equiniti on behalf of its clients.
HOW MUCH DOES THE PROXY SOLICITATION
COST?
A
The Company has engaged the firm of MacKenzie
Partners, Inc., 1407 Broadway, New York, NY 10018,
to assist in distributing and soliciting proxies for
a fee of approximately $20,000, plus expenses.
However, the proxy solicitor fee is only a small
fraction of the total cost of the proxy process. A
significant expense in the proxy process is printing
and mailing the proxy materials. The Company will
also reimburse brokers, fiduciaries, and custodians
for their costs in forwarding proxy materials to
Beneficial Holders of our Common Stock. Proxies
also may be solicited on behalf of the Company by
directors, officers, or employees of the Company
in person or by mail, telephone, email, or facsimile
transmission. No additional compensation will
be paid to such directors, officers, or employees
for soliciting proxies. The Company will bear the
entire cost of solicitation of proxies, including the
preparation, assembly, printing, and mailing of the
Notice of Internet Availability of Proxy Materials, and
this Proxy Statement and the accompanying Proxy
Card, Notice of Meeting, and 2024 Annual Report.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Company’s Proxy Statement and 2024 Annual Report are available at www.proxyvote.com or www.proxydocs.com/brokers/WU
for Beneficial Holders and www.proxydocs.com/WU for Registered Holders. To access such materials, you will need the
control/identification numbers provided to you in your Notice of Internet Availability of Proxy Materials or your Proxy Card.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
6 | The Western Union Company
BOARD OF DIRECTORS INFORMATION
In accordance with applicable Delaware law, the business
of the Company is managed under the direction of its Board
of Directors. Pursuant to the Company’s Charter, the Board
of Directors is to consist of not less than one nor more than
15 directors. All directors’ terms will expire at the Annual
Meeting. At the Annual Meeting, director nominees will stand
for election for one-year terms, expiring at the 2026 Annual
Meeting of Stockholders.
The Board currently consists of eleven directors. The Board
selects director nominees on the basis of experience,
integrity, skills, diversity, ability to make independent
analytical inquiries, understanding of the Company’s
business environment, and willingness to devote adequate
time to Board duties, all in the context of an assessment of
the perceived needs of the Board at a given point in time. In
addition to the individual attributes of each of the directors
described below, the Company highly values the collective
business experience and qualifications of the directors.
We believe that the diversity of experiences, viewpoints,
and perspectives of our directors result in a Board with
the commitment and energy to advance the interests of
our stockholders.
During 2024, the Board of Directors met 6 times (not including
committee meetings). Each of the directors attended at
least 75% of the aggregate number of meetings of the
Board and Board committees on which they served during
2024. More information regarding our director nominees is
provided below.
CFO Experience
Financial Literacy
Eligible for Audit
Committee
Financial Expert
Regulated Industry/
Government
Global Operational
Experience
JULIE M. CAMERON-DOE
Chief Financial Officer of Wynn Resorts, Limited
Age
55
Committee(s)
Audit Committee, Compliance Committee
Director Since
2023
Other Public Directorship
Wynn Macau, Limited
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Ms. Cameron-Doe serves as Chief Financial Officer of Wynn Resorts, Limited, a luxury hotel and
casino operator, a position she has held since 2022. Previously, she served as Chief Financial
Officer of Aristocrat Leisure Limited, a leading gaming manufacturer, from 2018 to 2022 and was
Group General Manager-Finance at Aristocrat Leisure Limited from 2013 to 2018. Prior to that,
Ms. Cameron-Doe held various financial leadership roles at entertainment and e-commerce
companies in the United Kingdom and Australia. Ms. Cameron-Doe currently serves on the Board of
Directors for Wynn Macau, Limited, a public company listed on the Hong Kong Stock Exchange and
an indirect majority owned subsidiary of Wynn Resorts, Limited.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Ms. Cameron-Doe brings to the Board experience as a financial leader in publicly and privately held
international businesses gained through service as a chief financial officer of a large, U.S.-based
luxury hotel and casino operator and an international developer and manufacturer of consumer
gaming products.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 7
BOARD OF DIRECTORS INFORMATION
CEO Experience
Regulated Industry/
Government
Financial Literacy
Emerging Markets
Global Operational
Experience
MARTIN I. COLE
Former Chair of the Board and Interim CEO of Cloudera, Inc.
Age
68
Committee(s)
Compensation and Benefits Committee,
Corporate Governance, ESG, and Public
Policy Committee
Director Since
2015
Other Public Directorship
Western Digital Corporation and Sagility India Limited
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Mr. Cole served as Chair of the Board of Magnitude Software Inc., a provider of enterprise application
data integration and analytics solutions to businesses from 2020 to 2021 and served as its Interim
Chief Executive Officer in 2020. Previously, Mr. Cole served as the Chair of the Board of Directors and
Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from 2019 to 2020,
and served as a director of Cloudera, Inc. from 2014 to 2020. Prior to that, Mr. Cole served as Chief
Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company,
from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also
served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006
to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of
the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing
and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has
served as a director of Western Digital Corporation since 2014 and was appointed its board chair in
2025 and chairman, non-executive non-independent director of Sagility India Limited since 2022.
He formerly served as director (from 2014-2020), lead independent director (from 2016-2020), and
chairman (from 2019 to 2020) of Cloudera, Inc.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. Cole brings to the Board experience as a former chief executive and chair of the board of directors
of an enterprise data cloud company and a provider of enterprise application data integration and
analytics solutions, and as a former executive officer of a multinational management consulting,
technology services, and outsourcing company, leading various practice groups, including:
outsourcing and infrastructure; communications, media, and technology; and government services
and technology. Mr. Cole also brings to the Board his experience as a member of the board of
directors of a large multinational manufacturer of computer storage products and solutions.
CEO Experience
Financial Literacy
Global Operational
Experience
SUZETTE M. DEERING
Founder of The Grit Advisory and Former Global Chief Marketing Officer of Ford Motor Company
Age
55
Committee(s)
Compensation
and
Benefits
Committee,
Compliance Committee
Director Since
2023
Other Public Directorship
None
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Ms. Deering is the founder of The Grit Advisory, a marketing advisory company she formed in May
2023 and currently sits as an advisor for McKinsey & Company. Prior to that, she served as Global
Chief Marketing Officer of Ford Motor Company, an automobile manufacturing and selling com-
pany, from 2021 through 2022. Previously, she served as Vice President and Global Chief Marketing
Officer of eBay, a global e-commerce company during 2020 and was Chief Marketing Officer of
eBay’s North America business from 2015 to 2020. Ms. Deering was Chief Executive Officer of
Moxie, a marketing agency, from 2012 to 2015 and held various leadership roles at Home Depot and
Verizon Communications from 1998 to 2011.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Ms. Deering brings to the Board experience as a former chief marketing officer of large, U.S.-based
global companies that manufacture and deliver consumer products around the world and provide
global e-commerce services. She also brings to the Board experience as a former chief executive
officer of a marketing agency.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
8 | The Western Union Company
8 | The Western Union Company
BOARD OF DIRECTORS INFORMATION
CEO Experience
Regulated Industry/
Government
Financial Literacy
Emerging Markets
Global Operational
Experience
BETSY D. HOLDEN
Former Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc.
Age
69
Committee(s)
Compensation
and
Benefits
Committee,
Corporate Governance, ESG, and Public Policy
Committee Chair
Director Since
Other Public Directorships
2006
Dentsply Sirona Inc., NNN Reit, Inc. (formerly known as National Retail
Properties, Inc.), and Kenvue Inc.
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Ms. Holden served as Senior Advisor to McKinsey & Company, a global management consulting
company, from 2007 to 2020 leading strategy, marketing and board effectiveness initiatives for
consumer goods, healthcare, and financial services clients. Prior to that, Ms. Holden spent
25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global
Marketing and Category Development of Kraft Foods Inc. from 2004 to 2005, Co-Chief Executive
Officer of Kraft Foods Inc. from 2001 to 2003, and President and Chief Executive Officer of Kraft
Foods North America from 2000 to 2003. Ms. Holden began her career at General Foods in 1982.
Ms. Holden currently serves as a Director of Dentsply Sirona, NNN Reit, Inc., and Kenvue Inc.
Ms. Holden also serves on the Food Chain Advisory Board and several private portfolio company
boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and
food products. She has served on ten public boards over the last 25 years, including Diageo Plc
(from 2009 to 2018), Time, Inc. (from 2014 to 2018), and Catamaran Corporation (from 2012 to
2015). Ms. Holden serves on the Global Advisory Board at Northwestern University’s Kellogg School
of Management (2000-present) and previously served on Duke University’s Board of Trustees
(2011-2023) and the Executive Committee (2015-2023).
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Ms. Holden brings to the Board experience as a former chief executive officer of a large global public
company and as a board member and former consultant to multiple, large international companies.
She is familiar with the challenges of operating in a highly regulated industry. She brings extensive
corporate governance experience across multiple industries. Ms. Holden has held numerous
leadership roles in marketing and product management both as an executive and as a consultant,
successfully implementing growth strategies and innovative marketing plans to win in competitive
industries.
CEO Experience
Financial Literacy
Global Operational
Experience
Regulated Industry/
Government
Emerging Markets
JEFFREY A. JOERRES
Non-Executive Chair of the Board of Directors
Age
65
Committee(s)
None
Director Since
2015
Other Public Directorships
Artisan Partners Asset Management Inc. and ConocoPhillips
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Mr. Joerres served as the Executive Chair of ManpowerGroup Inc. (“ManpowerGroup”), a provider
of workforce solutions, from 2014 to 2015. From 1999 to 2014, Mr. Joerres served as Chief
Executive Officer of ManpowerGroup and from 2001 to 2014, he served as its Chair of the Board.
Mr. Joerres joined ManpowerGroup in 1993, and also served as Vice President of Marketing and
Senior Vice President of European Operations and Marketing and Major Account Development.
Mr. Joerres served as a director of Artisan Funds, Inc. from 2001 to 2011 and of Johnson Controls
International plc from 2016 to 2017. Mr. Joerres currently serves as a director of Artisan Partners
Asset Management Inc. and ConocoPhillips.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. Joerres brings to the Board experience as the former chief executive officer and executive
chair of a large, U.S.-based global company that delivers workforce solutions around the world.
Mr. Joerres also brings to the Board his prior experience as a board member of global industrial and
energy companies and an investment firm.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 9
BOARD OF DIRECTORS INFORMATION
CEO Experience
Regulated Industry/
Government
Financial Literacy
Global Operational
Experience
Emerging Markets
DEVIN B. MCGRANAHAN
President and Chief Executive Officer
Age
56
Committee(s)
None
Director Since
2021
Other Public Directorships
None
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Mr. McGranahan has served as the Company’s President and CEO since December 2021. Prior to
joining Western Union, Mr. McGranahan was with Fiserv, Inc., a global provider of payments and
financial services technology solutions, where he served as Executive Vice President, Senior Group
President, Global Business Solutions, from 2018 to 2021 and Group President, Billing and Payments
Group, from 2016 to 2018. Before joining Fiserv, Mr. McGranahan served as a senior partner at
McKinsey & Company, a global management consulting firm. While there, he held a variety of
senior management roles, including leader of the global insurance practice from 2013 to 2016
and as a co-chair of the global senior partner election committee from 2013 to 2015. In addition,
Mr. McGranahan served as co-leader of the North America financial services practice from 2009 to
2016. He joined McKinsey & Company in 1992.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. McGranahan is the only Director who is also an executive of the Company. Mr. McGranahan
provides his insight as the Company’s leader, and from his prior financial services and operations
insight gained through his experience with a global payments and financial services technology
firm and a global management consulting firm.
Financial Literacy
Global Operational
Experience
MICHAEL A. MILES, JR.
Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc.
Age
63
Committee(s)
Compensation and Benefits Committee
Chair, Corporate Governance, ESG, and Public
Policy Committee
Director Since
2006
Other Public Directorships
Portillo’s Inc.
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Since 2013, Mr. Miles has served as an Advisory Director for Berkshire Partners, a private equity
firm. Previously, he was President and Chief Operating Officer of Staples, Inc., an office products
provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that,
Mr. Miles was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From
1996 to 1999, he served Pizza Hut as Senior Vice President of Concept Development & Franchise.
Mr. Miles also serves as Chair of the Board of Portillo’s Inc.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. Miles has experience as an executive of an international consumer goods retailer with large
acquisitions outside of the United States and franchise distribution networks, which are similar to
the Company’s agent network. Mr. Miles also brings U.S. and global operational expertise to the
Board discussions.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
10 | The Western Union Company
10 | The Western Union Company
BOARD OF DIRECTORS INFORMATION
CEO Experience
CFO Experience
Financial Literacy
Regulated Industry/
Government
TIMOTHY P. MURPHY
Former President and Chief Executive Officer of Consortium Networks
Age
63
Committee(s)
Compliance Committee Chair, Audit
Committee
Director Since
2020
Other Public Directorships
None
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Mr. Murphy served as President and Chief Executive Officer of Consortium Networks, a cybersecurity
and networking company, from 2019 through 2023. Previously, he served as President of Thomson
Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to
2019. TRSS provides management consulting services to help customers with intelligence collection
and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy
currently serves as Chair of the Board of Directors for TRSS and served on the Board of Directors
of Genius Group Limited from 2022 to 2023. From 1988 to 2011, Mr. Murphy served in the United
States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing
responsibility until retiring from the FBI in 2011 as Deputy Director.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. Murphy has substantial global law enforcement, cybersecurity, intelligence, counterterrorism,
and business and operational experience gained through his time as chief financial officer and
chief operating officer at the FBI and as president and chief executive officer of a cybersecurity
and networking company. Mr. Murphy also brings experience in intelligence collection and analysis,
network analysis, and insider threat and global risk management gained during his tenure with TRSS.
CFO Experience
Financial Literacy
Eligible for Audit
Committee Financial
Expert
Global Operational
Experience
JAN SIEGMUND
Former Chief Financial Officer of Cognizant Technology Solutions Corporation
Age
60
Committee(s)
Audit Committee Chair, Compliance
Committee
Director Since
2019
Other Public Directorships
Marsh & McLennan Companies, Inc.
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Mr. Siegmund served as Chief Financial Officer of Cognizant Technology Solutions Corporation,
a professional services company, from 2020 through 2023. Prior to that, Mr. Siegmund served as
Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a
global provider of cloud-based human capital management solutions, from 2012 to 2019. Prior to
his appointment as Chief Financial Officer in 2012, he served as President, Added Value Services
and Chief Strategy Officer of ADP from 2009 to 2012. Prior to that time, Mr. Siegmund held various
positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999. Mr. Siegmund
currently serves on the board of directors of Marsh & McLennan Companies, Inc.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. Siegmund brings to the Board experience as a former chief financial officer of a professional
services provider and former chief financial officer and chief strategy officer of a global provider
of cloud-based human capital management solutions.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 11
BOARD OF DIRECTORS INFORMATION
Financial Literacy
Regulated Industry/
Government
Emerging Markets
Global Operational
Experience
ANGELA A. SUN
Former Chief Operations Officer & Partner, Alpha Edison
Age 50
Committee(s) Audit Committee, Compensation and
Benefits Committee
Director Since 2018
Other Public Directorships
Cushman & Wakefield plc
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Ms. Sun is an investor in early stage companies. Previously, she served as Chief Operations
Officer and Partner of Alpha Edison, a venture capital firm, from 2019 to 2021. Prior to that,
Ms. Sun served as Global Head of Strategy and Corporate Development for Bloomberg L.P.,
a privately held financial software, data, and media company, from 2014 to 2017, where she led
new business development, and acquisitions and commercial partnerships across the company’s
media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served
as Chief-of-Staff to Bloomberg’s former CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as
a Senior Policy Advisor in the Bloomberg Administration where she oversaw a citywide portfolio
of economic development agencies and led urban planning and real estate development projects.
From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where
she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to
1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the
Henry L. Stimson Center, a non-partisan international security and defense analysis think tank in
Washington, D.C. Ms. Sun currently serves on the board of Cushman & Wakefield plc and served on
the board of Apollo Strategic Growth Capital II from 2021 to 2023.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Ms. Sun brings to the Board substantial operations management experience and valuable insight
into the technology industry. Ms. Sun also has extensive strategic, operational, and government
experience from her time in the Bloomberg Administration and at Bloomberg L.P. Ms. Sun also
gained financial services experience at McKinsey & Company and J.P. Morgan.
CEO Experience
Regulated Industry/
Government
Financial Literacy
Emerging Markets
Global Operational
Experience
SOLOMON D. TRUJILLO
Founder and Chair, Trujillo Group, LLC
Age 73
Committee(s) Audit Committee, Compliance Committee
Director Since 2012
Other Public Directorship
None
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS
Mr. Trujillo founded Trujillo Group, LLC, a private investment company, and has served as its
chair since 2003. Mr. Trujillo also served as the Chief Executive Officer and as director of Telstra
Corporation Limited, Australia’s largest media-communications enterprise which operated in
Australia and the Asia Pacific region, from 2005 to 2009. From 2003 to 2004, Mr. Trujillo was Orange
SA’s Chief Executive Officer. Earlier in his career, Mr. Trujillo was President and Chief Executive
Officer of US West Communications and President, Chief Executive Officer and Chair of the Board
of US West Inc. Mr. Trujillo previously served as a director of globally branded companies including
WPP plc, PepsiCo, Inc., Target Corporation, Fang Holdings Ltd. (formerly SouFun Holdings Limited),
Bank of America Corporation, Electronic Data Systems Corp., Orange S.A., Telstra Communications
Limited, and Gannett Co., Inc. Mr. Trujillo currently serves as a Senior Advisor for Bain & Company
Management Consulting, and serves on the board of advisors at Stanford School of Medicine
Center on Longevity.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP
POSITION ON THE COMPANY’S BOARD
Mr. Trujillo is an international business executive with experience as a former chief executive
officer of global companies in the telecommunications, media, and cable industries headquartered
in the United States, the European Union, and the Asia-Pacific region. He has global operations
experience and provides the Board with substantial international experience and expertise in the
retail, technology, media, and communications industries.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
12 | The Western Union Company
12 | The Western Union Company
BOARD OF DIRECTORS INFORMATION
DIRECTOR SKILLS, QUALIFICATIONS, AND CHARACTERISTICS
The following matrix and charts are provided to illustrate the skills, qualifications, and characteristics of our Board of Directors
nominated for election at the 2025 Annual Meeting.
JULIE M. CAMERON-DOE
MARTIN I. COLE
SUZETTE M. DEERING
BETSY D. HOLDEN
JEFFREY A. JOERRES
DEVIN B. McGRANAHAN
MICHAEL A. MILES, JR.
TIMOTHY P. MURPHY
JAN SIEGMUND
ANGELA A. SUN
SOLOMON D. TRUJILLO
Skills and Qualifications
CEO Experience
CFO Experience
Financial Literacy
Audit Committee Financial Expert
Regulated Industry/Government Experience
Emerging Markets Experience
Global Operational Experience
Gender
Female
Male
Race and Ethnicity
White
Hispanic/Latino
Asian
American Indian
Did not disclose
LGBTQ+
Age
55
68
55
69
65
56
63
63
60
50
73
Tenure
2
10
2
19
10
4
19
5
6
7
13
The demographic information listed above is based on responses from the directors in our annual director questionnaires.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 13
BOARD OF DIRECTORS INFORMATION
DIVERSITY BALANCE
GENDER BALANCE
6
5
4 Female
1 Hispanic/
Latino
1 Asian*
1 LGBTQ+
1 American Indian**
55%
DIVERSITY
* Asian Female
** American Indian Female
Female
Male
4
7
36%
FEMALE
AGE BALANCE
TENURE BALANCE
50-59
70+
60-69
1
4
6
62 years
AVERAGE AGE
6-10 Years
1-5 Years
10+ Years
3
4
4
8.5 years
AVERAGE TENURE
91%
INDEPENDENT
11
MEMBERS
1
10
KEY EXPERIENCE
55% Emerging Markets Experience
64% CEO Experience
91% Global Operational Experience
100% Financially Literate
6
7
73% Regulatory Industry/Government Experience
8
10
11
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
14 | The Western Union Company
PROPOSAL 1
ELECTION OF DIRECTORS
At the 2025 Annual Meeting, all director nominees will be
elected for one-year terms.
The terms of each director if elected or re-elected, as the
case may be, will expire at the 2026 Annual Meeting of
Stockholders. Each director will hold office until his or
her successor has been elected and qualified or until the
director’s earlier resignation or removal. See the “Board of
Directors Information” section of this Proxy Statement for
information concerning all nominees.
The Board currently consists of eleven directors. The
Company’s By-Laws require that directors be elected by
the majority of votes cast with respect to such director in
uncontested elections (the number of shares voted “for” a
director must exceed the number of votes cast “against” that
director, with abstentions and broker non-votes not counted
as cast either “for” or “against”). In a contested election
(a situation in which the number of nominees exceeds the
number of directors to be elected), the standard for election
of directors will be a plurality of the shares represented in
person or by proxy at any such meeting and entitled to vote
on the election of directors.
Under the Company’s By-Laws, if an incumbent director
does not receive the majority of votes cast, the director
will promptly tender his or her resignation to the Board of
Directors. The Corporate Governance, ESG, and Public Policy
Committee, or such other committee as may be designated
by the Board of Directors, will make a recommendation to
the Board of Directors as to whether to accept or reject the
resignation of such incumbent director, or whether other
action should be taken. The Board of Directors will act on the
resignation, taking into account the Corporate Governance,
ESG, and Public Policy Committee’s recommendation, and
publicly disclose (by a press release, a filing with the SEC or
other broadly disseminated means of communication) its
decision regarding the tendered resignation and the rationale
behind the decision within 90 days following certification of
the election results. If such incumbent director’s resignation
is not accepted by the Board of Directors, such director will
continue to serve until the next annual meeting and until
his or her successor is duly elected or his or her earlier
resignation or removal. In the case of a vacancy, the Board
of Directors may appoint a new director as a replacement,
may leave the vacancy unfilled or may reduce the number of
directors on the Board.
Your shares will be voted as you instruct via the voting
procedures described on the Proxy Card or the Notice of
Internet Availability of Proxy Materials, or as you specify on
your Proxy Card(s) if you elect to vote by mail. If unforeseen
circumstances (such as death or disability) require the
Board of Directors to substitute another person for any of
the director nominees, your shares will be voted for that
other person.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE TO RE-ELECT MS. CAMERON-DOE, MR.
COLE, MS. DEERING, MS. HOLDEN, MR. JOERRES,
MR. MCGRANAHAN, MR. MILES, MR. MURPHY,
MR. SIEGMUND, MS. SUN, AND MR. TRUJILLO,
EACH TO SERVE UNTIL THE 2026 ANNUAL
MEETING OF STOCKHOLDERS AND UNTIL HIS
OR HER RESPECTIVE SUCCESSOR IS ELECTED
AND QUALIFIED.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 15
CORPORATE GOVERNANCE
SUMMARY OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors believes that strong corporate
governance is key to long-term stockholder value creation.
Over the years, our Board of Directors has responded to
evolving governance standards by enhancing our practices to
best serve the interests of the Company’s stockholders,
including:
✓Annual election of directors.
✓Proxy access. Our By-Laws permit qualifying stockholders
or groups of qualifying stockholders that have each
beneficially owned at least 3% of the Company’s Common
Stock for three years to nominate up to the greater of
(x) two or (y) an aggregate of 20% of the members of
the Board and have information and supporting
statements regarding those nominees included in the
Company’s Proxy Statement.
✓Majority vote standard in uncontested elections with
resignation policy. In an uncontested election, each
director must be elected by a majority of votes cast, rather
than by a plurality.
✓Stockholder right to call special meetings at 10%
ownership threshold.
✓No stockholder rights plan (“poison pill”).
✓No supermajority voting provisions in the Company’s
organizational documents.
✓Independent Board, except our CEO. Our Board is
comprised of all independent directors, except our CEO.
✓Independent non-executive chair. The Chair of the Board
of Directors is a non-executive independent director.
✓Independent Board committees. All of our Board
Committees are made up of independent directors. Each
standing committee operates under a written charter that
has been approved by the Board.
✓Confidential stockholder voting. The Company’s
Corporate Governance Guidelines provide that the
vote of any stockholder will not be revealed to anyone
other than a non-employee tabulator of votes or
an independent election inspector, except under
circumstances set forth in the Company’s Corporate
Governance Guidelines.
✓Board Committee authority to retain independent
advisors. Each Board Committee has the authority to
retain independent advisors.
✓Robust codes of conduct. The Company is committed
to operating its business with honesty and integrity and
maintaining the highest level of ethical conduct. These
shared values are embodied in our Code of Conduct and
require that every customer, employee, agent and member
of the public be treated accordingly. The Company Code
of Conduct applies to all employees, but the Company’s
senior financial officers are also subject to an additional
code of ethics, reflecting the Company’s commitment to
maintaining the highest standards of ethical conduct. In
addition, the Board of Directors is subject to a Directors’
Code of Conduct.
✓Board oversight of ESG matters. The Board oversees
Western Union’s ESG strategy development and relevant
ESG matters. To assist the Board with its oversight duties:
{ The Corporate Governance, ESG, and Public Policy
Committee is responsible for reviewing and advising
the Board with respect to ESG matters related to
the Company.
{ The Audit Committee oversees Western Union’s
controls and procedures relating to its ESG material
disclosures and reporting, including assurance
processes where applicable, as well as integration
of ESG risks in the Company’s enterprise risk
management framework.
{ The
Compensation
Committee
oversees
the
alignment of the Company’s ESG strategy with
compensation practices.
{ The Compliance Committee evaluates executive
performance of the Company’s ESG compensation
metric related to compliance.
The Company has produced an ESG Report annually since
2018. The ESG Report for fiscal year 2023 can be found on the
Company’s website: https://corporate.westernunion.com/esg/.
✓Robust stock ownership guidelines for senior executives
and directors. Robust stock ownership requirements
for our senior executives and directors strongly link
the interests of management and the Board with those
of stockholders.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
16 | The Western Union Company
CORPORATE GOVERNANCE
✓Prohibition against pledging and hedging of Company
stock. The Company’s insider trading policy prohibits
the Company’s executive officers and directors from
pledging the Company’s securities and prohibits all
employees (including executive officers) and directors
from engaging in hedging or short-term speculative
trading of the Company’s securities, including, without
limitation, short sales or put or call options involving the
Company’s securities.
✓Regular
stockholder
engagement.
The
Company
regularly seeks to engage with its stockholders to better
understand their perspectives.
ATTRACTING, DEVELOPING, AND ENGAGING EMPLOYEES
As a global company operating in more than 200 countries
and territories, we are focused on hiring high-caliber talent
that possess a diverse set of skills and experiences and
who reflect the diversity of the communities we serve. Our
leadership team has diverse backgrounds, with wide-ranging,
global and cultural experience. We aim to create a culture
of belonging to support retention and career growth and
recognize the strategic importance of belonging in our
workforce and in our talent management practices. We also
maintain policies and practices to help ensure the absence of
discrimination based on any characteristic identified by local
law in the jurisdictions in which we operate.
We advance this work in a variety of ways, including through
our policies and practices in hiring, training, promotion, and
compensation. We have a longstanding commitment to
fair and equitable compensation practices, and regularly
review our compensation programs and practices to ensure
they support pay equity. We also have site leaders in office
locations with more than five employees. The site leader
program is an important tool to ensure we have key leaders
around the globe delivering consistent messages about our
strategy, our values and behaviors, and our customers, while
building a deep sense of engagement among our employees.
We strive to create a culture of belonging in which our
employees thrive and are inspired to grow and develop
their careers.
More details, metrics and workforce demographics appear
in our latest environmental, social, and governance report
(“ESG Report”), which can be found on our Investor Relations
website: https://corporate.westernunion.com/esg/, in the
Human Capital Management section of our Annual Report
on Form 10-K for the year ended December 31, 2024, and
in our EEO-1 report, which can be found on our website:
https://corporate.westernunion-microsites.com/wp-
content/uploads/2024/03/EEO1-2022.pdf
You can learn more about our corporate governance by visiting
the “Investor Relations, Corporate Governance” portion
of the Company’s website, www.westernunion.com, or by
writing to the attention of: Investor Relations, The Western
Union Company, 7001 E. Belleview Avenue, WU-HQ-11,
Denver, Colorado 80237.
INDEPENDENCE OF DIRECTORS
The Board of Directors has adopted Corporate Governance
Guidelines, which contain the standards that the Board
of Directors uses to determine whether a director is
independent. A director is not independent under these
categorical standards if:
• The director is, or has been within the last three years,
an employee of Western Union, or an immediate family
member of the director is, or has been within the last three
years, an executive officer of Western Union.
• The director has received, or has an immediate family member
who has received, during any 12-month period within the
last three years, more than $120,000 in direct compensation
from Western Union, other than director and committee fees
and pension or other forms of deferred compensation for
prior service (provided such compensation is not contingent
in any way on continued service).
• (i) The director is a current partner or employee of a firm that
is Western Union’s internal or external auditor; (ii) the director
has an immediate family member who is a current partner of
such a firm; (iii) the director has an immediate family member
who is a current employee of such a firm and personally
works on Western Union’s audit; or (iv) the director or an
immediate family member was within the last three years a
partner or employee of such firm and personally worked on
Western Union’s audit within that time.
• The director or an immediate family member is, or has
been within the last three years, employed as an executive
officer of another company where any of Western Union’s
present executive officers at the same time serves or
served on that company’s compensation committee.
• The director is a current employee, or an immediate family
member is a current executive officer, of a company
that has made payments to, or received payments from,
Western Union for property or services in an amount
which, in any of the last three fiscal years, exceeded
the greater of $1 million or 2% of such other company’s
consolidated gross revenues.
2025 Proxy Statement | 17
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
CORPORATE GOVERNANCE
• The director is a current employee, or an immediate family
member is a current executive officer, of a company which
was indebted to Western Union, or to which Western Union
was indebted, where the total amount of either company’s
indebtedness to the other, in any of the last three fiscal
years, exceeded 5% or more of such other company’s total
consolidated assets.
• The director or an immediate family member is a current
officer, director, or trustee of a charitable organization
where Western Union’s (or an affiliated charitable
foundation’s) annual discretionary charitable contributions
to the charitable organization, in any of the last three fiscal
years, exceeded the greater of $1 million or 2% of such
charitable organization’s consolidated gross revenues.
The Board has reviewed the independence of the current
directors under the Company’s categorical standards and
the rules of the New York Stock Exchange (the “NYSE”) and
found Ms. Cameron-Doe, Mr. Cole, Ms. Deering, Ms. Holden,
Mr. Joerres, Mr. Miles, Mr. Murphy, Mr. Siegmund, Ms. Sun,
and Mr. Trujillo to be independent.
BOARD LEADERSHIP STRUCTURE
The Board has a non-executive Chair. This position is independent
from management. The Chair sets the agendas for and presides
over the Board meetings, as well as meetings of the independent
directors. Our CEO is a member of the Board and participates in
its meetings. The Board believes that this leadership structure is
appropriate for the Company at this time because it allows for
independent oversight of management, increases management
accountability, and encourages an objective evaluation of
management’s performance relative to compensation.
The Board will determine its leadership structure in a manner
that it determines to be in the best interests of the Company
and its stockholders at the time. The Chair of the Board
and CEO positions may be filled by the same individual or
separated, as deemed appropriate by the Board.
The Chair of the Board, among other things:
• presides at, and chairs, Board meetings and meetings
of stockholders;
• establishes agendas for each Board meeting in
consultation with the chairs of applicable committees of
the Board;
• leads executive sessions of the Board;
• has authority to call Board meetings;
• leads the Board in discussions concerning the CEO’s
performance and CEO succession;
• approves meeting schedules for the Board;
• approves information sent to the Board;
• if requested by major stockholders, is available for
consultation and direct communication; and
• performs such other duties and responsibilities as
requested by the Board.
However, if the Chair of the Board is not independent, the
independent directors of the Board shall elect a Lead Director.
RISK OVERSIGHT
The Board regularly devotes time during its meetings to review
and discuss the most significant risks facing the Company
and management’s process for identifying, prioritizing, and
responding to those risks. During these discussions, the
CEO, the Chief Financial Officer, the Chief Legal Officer, the
Chief Risk and Compliance Officer, the Chief Compliance
Officer (the “CCO”), the Chief Information Security Officer, the
Chief Privacy Officer, and the Chief Internal Auditor present
management’s process for assessment of risks, a description
of the most significant risks facing the Company, and any
mitigating factors, plans, or policies in place to address and
monitor those risks. The Board has also delegated certain risk
oversight responsibilities to its committees.
Our management team, led by the Chief Risk and Compliance
Officer, utilizes a range of processes to identify risks associated
with our strategy and business, financial activities and reporting,
legal and regulatory issues, information technology, and people-
related skills and availability. Information technology risks
include those related to cybersecurity. In 2024, management’s
risk assessment process included a cybersecurity risk
assessment involving, among other things, an evaluation by
external annual audits (service organization controls (“SOC”) 2
report and payment card industry (“PCI”) compliance). For more
information on cybersecurity oversight and strategy, please
refer to Part I, Item 1C, “Cybersecurity” in our Annual Report on
Form 10-K for the year ended December 31, 2024.
Key Board Committee Oversight Responsibilities
Audit Committee. Consistent with the NYSE listing standards,
to which the Company is subject, the Audit Committee bears
responsibility for oversight of the Company’s policies with
respect to risk assessment and risk management and must
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
18 | The Western Union Company
CORPORATE GOVERNANCE
discuss with management the major risk exposures facing the
Company and the steps the Company has taken to monitor
and control such exposures. The Audit Committee is also
responsible for assisting Board oversight of the Company’s
compliance with legal and regulatory requirements, which
represent many of the most significant risks the Company
faces. During the Audit Committee’s discussion of risk, the
Company’s CEO, Chief Financial Officer, Chief Legal Officer,
Chief Risk and Compliance Officer, CCO, Chief Information
Security Officer, Chief Privacy Officer, and Chief Internal Auditor
present information and participate in discussions with the
Audit Committee regarding risk and risk management. Risks
discussed regularly include those related to global economic
and political trends, business and financial performance, legal
and regulatory matters, cybersecurity, data privacy, competition,
legislative developments, sustainability, and other matters.
Compliance Committee. While the Board committee with
primary oversight of risk is the Audit Committee, the Board has
delegated to other committees the oversight of risks within
their areas of responsibility and expertise. For example, in light
of the breadth and number of responsibilities that the Audit
Committee must oversee, and the importance of the evaluation
and management of the Company’s compliance programs,
policies, and key risk exposures associated with anti-money
laundering (“AML”), sanctions, anti-corruption, fraud prevention,
consumer protection, and privacy laws, including investigations
or other matters that may arise in relation to such laws, the Board
formed the Compliance Committee in 2013 to assist the Audit
Committee and the Board with oversight of those areas. This
function was previously performed by the Corporate Governance,
ESG, and Public Policy Committee. Oversight of privacy matters
was formally added to the Compliance Committee charter in
February 2021, and oversight of the Company’s use of artificial
intelligence was informally added in 2024. The Compliance
Committee reports regularly on these matters to the Board
and Audit Committee and during the Compliance Committee’s
meetings, each of the Chief Legal Officer, CCO, and Chief Privacy
Officer regularly present and participate in discussions.
Compensation Committee. In addition, the Compensation
Committee oversees the risks associated with 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.
Corporate Governance, ESG and Public Policy Committee.
Our Corporate Governance, ESG and Public Policy
Committee is tasked with ensuring that our Board members
are capable of effective risk management on an on-going
basis through nominee evaluation, director recruitment, and
the oversight of continuing director education and Board
and committee composition and self-assessments, among
other responsibilities, and that our governance policies are
regularly evaluated and updated in pursuit of that objective.
In addition this committee reviews and advises the Board
regarding public policy developments, as well as ESG matters
which are relevant to the Company and the industries in
which the Company operates, including trends, policies and
regulatory developments relating to the remittance industry,
immigration and ESG strategy and reporting.
COMMITTEES OF THE BOARD OF DIRECTORS
The current members of each Board Committee are indicated in the table below.
Director
Audit
Corporate
Governance, ESG,
and Public Policy
Compensation
and Benefits
Compliance
Julie M. Cameron-Doe
Martin I. Cole
Suzette M. Deering
Betsy D. Holden
Jeffrey A. Joerres★
Devin B. McGranahan
Michael A. Miles, Jr.
Timothy P. Murphy
Jan Siegmund
Angela A. Sun
Solomon D. Trujillo
★
Chair of the Board
Committee Chair
Member
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Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
CORPORATE GOVERNANCE
BOARD AND COMMITTEE GOVERNING DOCUMENTS
Each committee operates under a charter approved by
the Board. The Company’s Audit Committee Charter,
Compensation and Benefits Committee Charter, Corporate
Governance, ESG, and Public Policy Committee Charter,
Compliance Committee Charter, and Corporate Governance
Guidelines are available without charge through the “Investor
Relations, Corporate Governance” portion of the Company’s
website, www.westernunion.com, or by writing to the attention
of: Investor Relations, The Western Union Company, 7001 E.
Belleview Avenue, WU-HQ-11, Denver, Colorado 80237.
Audit Committee
Committee Chair: Jan Siegmund
Additional Committee Members: Julie M. Cameron-Doe, Timothy P. Murphy, Angela A. Sun, and Solomon D. Trujillo
Meetings Held in 2024: 8
Primary Responsibilities: Pursuant to its charter, the Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities with respect to:
• integrity of the Company’s consolidated financial statements;
• compliance with legal and regulatory requirements;
• review of the Company’s guidelines and policies that govern the process by which the Company goes about assessing
and managing its exposure to risks;
• the independent registered public accounting firm’s qualifications, independence and compensation;
• review of critical audit matters with the independent registered public accounting firm; and
• performance of the Company’s internal audit function and independent registered public accounting firm.
Independence: Each member of the Audit Committee meets the independence requirements of our Corporate Governance
Guidelines, the NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as the Board has
determined, has no material relationship with the Company. Each member of the Audit Committee is financially literate,
knowledgeable, and qualified to review financial statements. The Board has designated each of Mr. Siegmund and
Ms. Cameron-Doe as a “financial expert” as defined by Item 407(d) of Regulation S-K.
Service on Other Audit Committees: No director may serve as a member of the Audit Committee if such director serves
on the audit committees of more than two other public companies, unless the Board determines that such simultaneous
service would not impair the ability of such director to effectively serve on the Audit Committee. Currently, none of the
Audit Committee members serve on more than two other public company audit committees.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
20 | The Western Union Company
CORPORATE GOVERNANCE
Compensation and Benefits Committee
Committee Chair: Michael A. Miles, Jr.
Additional Committee Members: Martin I. Cole, Suzette M. Deering, Betsy D. Holden, and Angela A. Sun
Meetings Held in 2024: 5
Primary Responsibilities: Pursuant to its charter, the Compensation Committee has the authority to administer, interpret,
and take any actions it deems appropriate in connection with any incentive compensation or equity-based plans of the
Company, any salary or other compensation plans for officers and other key employees of the Company, and any employee
benefit or fringe benefit plans, programs, or policies of the Company. Among other things, the Compensation Committee
is responsible for:
• in consultation with executive management, establishing the Company’s general compensation philosophy, and
overseeing the development and implementation of compensation and benefits policies;
• reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other executive
officers, evaluating the performance of the CEO and other executive officers in light thereof, and setting compensation
levels and other benefits for the CEO (with the ratification by the independent directors of the Board) and other executive
officers based on this evaluation;
• overseeing the Company’s regulatory compliance with respect to compensation matters;
• reviewing and making recommendations to the Board regarding severance or similar termination agreements with the
Company’s CEO or to any person being considered for promotion or hire into the position of CEO;
• approving grants and/or awards of options, restricted stock, RSUs, and other forms of equity-based compensation
under the Company’s equity-based plans;
• developing and implementing policies with respect to the recovery or “clawback” of any excess compensation paid to
any executive officers;
• reviewing with management and preparing an annual report regarding the Company’s Compensation Discussion and
Analysis to be included in the Company’s Proxy Statement and Annual Report;
• determining stock ownership guidelines for the Company’s directors and monitoring compliance with such guidelines;
• in consultation with the CEO, reviewing management succession planning;
• reviewing and recommending to the Board of Directors compensation for non-employee directors; and
• periodically reviewing the overall effectiveness of the Company’s principal strategies related to human capital
management, recruiting, retention, career development, and diversity.
The Compensation Committee has the authority to delegate all or a portion of its duties and responsibilities to a
subcommittee and, in some situations, may also delegate its authority and responsibility with respect to certain
compensation and benefit plans and programs to one or more employees.
Independence: Each member of the Compensation Committee meets the independence requirements of our Corporate
Governance Guidelines, the NYSE, the Exchange Act and such other independence or other requirements as may be
applicable from time to time, and as the Board has determined, has no material relationship with the Company.
2025 Proxy Statement | 21
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
CORPORATE GOVERNANCE
Compliance Committee
Committee Chair: Timothy P. Murphy
Additional Committee Members: Julie M. Cameron-Doe, Suzette M. Deering, Jan Siegmund, and Solomon D. Trujillo
Meetings Held in 2024: 4
Primary Responsibilities: Pursuant to its charter, the Compliance Committee assists the Audit Committee and the Board
in fulfilling the Board’s oversight responsibility for the Company’s compliance with legal and regulatory requirements.
Among other things, the Compliance Committee is responsible for reviewing and discussing with management:
• the Company’s compliance programs, policies and key risk exposures relating to AML, sanctions, anti-corruption,
fraud prevention, consumer protection, and privacy laws, including establishing procedures to be apprised of material
investigations or other material matters that may arise in relation to such laws; and
• legal, compliance or other regulatory matters that may have a material effect on the Company’s business, financial
statements or compliance policies, including material notices to or inquiries received from governmental agencies.
Independence: Each voting member of the Compliance Committee meets the independence requirements of our
Corporate Governance Guidelines, the NYSE, and the Exchange Act, and as the Board has determined, has no material
relationship with the Company. The Board may appoint non-voting members to the Compliance Committee that are not
independent from the Company.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
22 | The Western Union Company
CORPORATE GOVERNANCE
Corporate Governance, ESG, and Public Policy Committee
Committee Chair: Betsy Holden
Additional Committee Members: Martin I. Cole and Michael A. Miles, Jr.
Meetings Held in 2024: 4
Primary Responsibilities: Pursuant to its charter, the Corporate Governance, ESG, and Public Policy Committee is
responsible for:
• recommending to the Board of Directors criteria for Board and committee membership;
• considering, in consultation with the Chair of the Board and the CEO, and recruiting candidates to fill positions on the
Board of Directors;
• evaluating current directors for re-nomination to the Board of Directors;
• recommending director nominees to the Board of Directors;
• recommending to the Board of Directors appointments to committees of the Board of Directors;
• monitoring changes in the outside commitments of directors and considering whether such changes may impact their
ability to effectively serve on the Board of Directors;
• recommending to the Board of Directors corporate governance guidelines, reviewing the Corporate Governance
Guidelines at least annually, and recommending modifications to the Corporate Governance Guidelines to the Board of
Directors;
• advising the Board of Directors with respect to the charters, structure, and operations of the various committees of the
Board of Directors and qualifications for membership thereon;
• overseeing the development and implementation of an orientation and continuing education program for directors;
• establishing and implementing self-evaluation procedures for the Board of Directors and its committees;
• reviewing stockholder proposals submitted for inclusion in the Company’s Proxy Statement;
• reviewing emerging corporate governance issues and practices, including proxy advisory firm policies and
recommendations;
• reviewing the Company’s related persons transaction policy, and as necessary, reviewing specific related person
transactions;
• reviewing and advising the Board of Directors regarding public policy and ESG matters that are relevant to the Company
or the industries in which the Company operates, including trends, policies, and regulatory developments relating to
ESG strategy and reporting; and
• overseeing the Company’s policies and practices regarding political expenditures, including an annual review of the
Company’s political contributions, lobbying activities and trade association dues and payments.
Independence: Each member of the Corporate Governance, ESG, and Public Policy Committee meets the independence
requirements of our Corporate Governance Guidelines, the NYSE and the Exchange Act, and as the Board has determined,
has no material relationship with the Company.
2025 Proxy Statement | 23
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
CORPORATE GOVERNANCE
CHIEF EXECUTIVE OFFICER SUCCESSION PLANNING
The Company’s Board of Directors has developed a
governance framework for CEO succession planning that is
intended to provide for a talent-rich leadership organization
that can drive the Company’s strategic objectives. Under its
governance framework, the Board of Directors:
• Reviews succession planning for the CEO on an annual
basis. As part of this process, the CEO reviews the annual
performance of each member of the management team
with the Board and the Board engages in a discussion
with the CEO and the Chief People Officer regarding each
team member and the team member’s development;
• Maintains a confidential plan to address any unexpected
short-term absence of the CEO and identifies candidates
who could act as interim CEO in the event of any such
unexpected absence; and
• Ideally three to five years before the retirement of the
current CEO, manages the succession process and
determines the current CEO’s role in that process.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any stockholder of the Company or other interested party who
desires to contact the non-management directors either as a
group or individually, or Mr. McGranahan in his capacity as a
director, may do so by writing to: The Western Union Company,
Board of Directors, 7001 E. Belleview Avenue, Denver, Colorado
80237. Communications that are intended specifically for
non-management directors should be addressed to the
attention of the Chair of the Corporate Governance, ESG,
and Public Policy Committee. All communications will be
forwarded to the Chair of the Corporate Governance, ESG,
and Public Policy Committee unless the communication
is specifically addressed to another member of the Board,
in which case, the communication will be forwarded to
that director.
BOARD ATTENDANCE AT ANNUAL MEETING OF
STOCKHOLDERS
Although the Company does not have a formal policy
regarding attendance by members of the Board of Directors
at the Company’s Annual Meeting of Stockholders, it
encourages directors to attend. All members of the Board of
Directors serving at the time attended the Company’s 2024
Annual Meeting of Stockholders.
PRESIDING DIRECTOR OF NON-MANAGEMENT DIRECTOR
MEETINGS
The non-management directors meet in regularly scheduled executive sessions without management. The Chair of the Board
of Directors is the presiding director at these meetings.
NOMINATION OF DIRECTORS
The Company’s Board of Directors is responsible for
nominating directors for election by the stockholders and
filling any vacancies on the Board that may occur. The
Corporate Governance, ESG, and Public Policy Committee
is responsible for identifying, screening, and recommending
candidates to the Board for Board membership. The
Corporate Governance, ESG, and Public Policy Committee
does not have any single method for identifying director
candidates, but will consider candidates suggested by
a wide range of sources, including by any stockholder,
director, or officer of the Company.
The Corporate Governance, ESG, and Public Policy
Committee will consider candidates for election to the
Board suggested in writing by a stockholder and will make
a recommendation to the Board using the same criteria as
it does in evaluating candidates submitted by members of
the Board of Directors. Any such suggestions should be
submitted to the Corporate Secretary, The Western Union
Company, 7001 E. Belleview Avenue, Denver, Colorado
80237. If the Company receives such a suggestion, the
Company may request additional information from the
candidate to assist in its evaluation.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
24 | The Western Union Company
CORPORATE GOVERNANCE
DIRECTOR QUALIFICATIONS, REQUIREMENTS, AND EVALUATIONS
CRITERIA
General criteria for the nomination of director candidates
include experience, high ethical standards and integrity, skills,
diversity, ability to make independent analytical inquiries,
understanding of the Company’s business environment,
and willingness to devote adequate time to Board duties–
all in the context of an assessment of the perceived needs
of the Board at that point in time. In exercising its director
nomination responsibilities, the Corporate Governance, ESG,
and Public Policy Committee considers diversity in gender,
ethnicity, geography, background, and cultural viewpoints
when considering director nominees, given the global nature
of the Company’s business. However, the Board has not
adopted a formal policy governing director diversity.
RETIREMENT POLICY
Our Corporate Governance Guidelines also require that
a director retire effective at the next annual meeting of
stockholders following the time such director reaches
the age of 74. The Board may waive this requirement
for one year if it determines it is in the best interests of
our Company. Each director is expected to ensure that
other existing and planned future commitments do not
materially interfere with the member’s service as a Board
or Committee member.
BOARD EVALUATIONS
Pursuant to our Corporate Governance Guidelines, we
evaluate the overall effectiveness of the Board annually. The
Board together with the Corporate Governance, ESG, and
Public Policy Committee conducts annual self-evaluations of
Board and committee performance, including an evaluation
of the effectiveness of the nomination process. In addition,
the Board conducts annual evaluations of each individual
independent director.
STOCKHOLDER NOMINEES
Stockholders
may
submit
nominations
for
director
candidates by giving notice to the Corporate Secretary, The
Western Union Company, 7001 E. Belleview Avenue, Denver,
Colorado 80237. The requirements for the submission of
such stockholder nominations are set forth in Article II of the
Company’s By-Laws, which are available on the “Investor
Relations, Corporate Governance” section of the Company’s
website, www.westernunion.com.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder
proposals,
including
stockholder
director
nominations, requested to be included in the Company’s
Proxy Statement for its 2026 Annual Meeting of Stockholders
must be received by the Company not later than
December 1, 2025. Such stockholder proposals must comply
with the requirements of Rule 14a-8, and such nominations must
comply with the Company’s proxy access By-laws. Otherwise,
a stockholder proposal or director nomination to be considered
at the Company’s 2026 Annual Meeting of Stockholders must
be received by the Company no sooner than January 15, 2026
and no later than February 14, 2026 and must comply with the
requirements set forth in the Company’s By-Laws.
All proposals or nominations a stockholder wishes to submit
at the meeting should be directed to corporategovernance@
westernunion.com. In addition to satisfying the foregoing
requirements and those under the Company’s By-Laws, to
comply with the universal proxy rules, stockholders who
intend to solicit proxies in support of director nominees other
than the Company’s nominees must provide notice that
sets forth the information required by Rule 14a-19 under the
Exchange Act no later than March 16, 2026.
CODE OF ETHICS
The Company’s Director’s Code of Conduct, 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”
section of the Company’s website, www.westernunion.com, or
by writing to the attention of: Investor Relations, The Western
Union Company, 7001 E. Belleview Avenue, WU-HQ-11,
Denver, Colorado 80237. In the event of an amendment to
the Company’s Code of Ethics for Senior Financial Officers,
the Company intends to post such information on its website,
www.westernunion.com.
2025 Proxy Statement | 25
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
CORPORATE GOVERNANCE
INSIDER TRADING POLICY
The Company has adopted an insider trading policy governing
the purchase, sale, and other dispositions of its securities by
its directors, officers, and employees and has implemented
processes applicable to the Company that it believes are
reasonably designed to promote compliance with insider
trading laws, rules and regulations, and any applicable listing
standards. A copy of this insider trading policy is filed as
Exhibit 19 to the Company’s Annual Report for the fiscal year
ended December 31, 2024.
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE
COMPANY’S SECURITIES
The Company’s Insider Trading Policy prohibits the Company’s
directors and officers from pledging the Company’s securities
and prohibits directors, officers and certain employees from
engaging in hedging or short-term speculative trading of the
Company’s securities, including, without limitation, short
sales or put or call options involving the Company’s securities.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
26 | The Western Union Company
COMPENSATION OF DIRECTORS
The following table provides information regarding the compensation of our outside directors for 2024. Mr. McGranahan, our
President and CEO, did not receive additional compensation in 2024 for his service as a director, and has been excluded from the
table. Please see the “2024 Summary Compensation Table” for the compensation received by Mr. McGranahan with respect to 2024.
2024 DIRECTOR COMPENSATION
NAME
FEES EARNED
OR PAID IN
CASH ($000)(1)
STOCK
AWARDS
($000)(2)
OPTION
AWARDS
($000)(3)
ALL OTHER
COMPENSATION
($000)(4)
TOTAL
($000)(5)
Julie M. Cameron-Doe
115.0
200.0
—
—
315.0
Martin I. Cole
105.0
200.0
—
10.0
315.0
Suzette M. Deering
105.0
200.0
—
0.5
305.5
Betsy D. Holden
120.0
—
200.0
35.0
355.0
Jeffrey A. Joerres
125.0
—
360.0
—
485.0
Michael A. Miles, Jr.
120.0
—
200.0
—
320.0
Timothy P. Murphy
135.0
200.0
—
—
335.0
Jan Siegmund
130.0
200.0
—
—
330.0
Angela A. Sun
115.0
200.0
—
25.0
340.0
Solomon D. Trujillo
115.0
100.0
100.0
—
315.0
Footnotes:
(1)
Ms. Holden and Messrs. Joerres and Miles elected to receive their annual retainer fees for 2024 in the form of equity compensation as described below
under “Compensation of Directors—Equity Compensation.”
(2)
The amounts in this column represent the value of stock units granted to directors as annual equity grants. Stock awards consist of stock
units that are settled in shares of Common Stock, with a one-year vesting schedule and which may be subject to a deferral election consistent
with Section 409A of the Internal Revenue Code. The amounts shown in this column are valued based on the aggregate grant date fair value
computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock
Compensation (“FASB ASC Topic 718”). See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for
the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts.
(3)
The amounts in this column represent the value of stock options granted to directors as an annual equity grant. The amounts shown in
this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 15 to the
Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the
relevant assumptions used in calculating these amounts.
(4)
All Other Compensation represents matches under the Company’s gift matching program that the Company made in 2024. Outside directors
are eligible to participate in the Company’s gift matching program on the same terms as the Company’s executive officers and employees.
As noted below, contributions made or directed to be made to an eligible organization, up to an aggregate amount of $25,000 per calendar
year, will be matched by the Company. Matching contributions to various charities were made in 2024 on behalf of Mses. Holden and Sun. In
addition, contributions up to $100,000 per calendar year that a director makes to the Western Union Foundation (the “Foundation”) without
designating a recipient organization will be matched by the Company $2 for every $1 contributed. Matching contributions to the Foundation
were made in 2024 on behalf of Mr. Cole and Mses. Deering and Holden.
(5)
As of December 31, 2024, each outside director had outstanding the following number of stock units, including fully vested deferred stock units,
and stock options:
NAME
STOCK UNITS
STOCK OPTIONS
Julie M. Cameron-Doe
15,625
—
Martin I. Cole
24,311
9,208
Suzette M. Deering
19,084
—
Betsy D. Holden
118,545
23,130
Jeffrey A. Joerres
191,591
11,448
Michael A. Miles, Jr.
166,244
—
Timothy P. Murphy
18,862
20,084
Jan Siegmund
36,276
79,247
Angela A. Sun
49,900
22,620
Solomon D. Trujillo
41,465
201,858
2025 Proxy Statement | 27
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
COMPENSATION OF DIRECTORS
DETERMINATION OF DIRECTOR COMPENSATION
The
Compensation
Committee
is
responsible
for
recommending to the Board the compensation of the
Company’s outside directors. As part of this process, the
Compensation Committee reviews the outside director
compensation program annually to evaluate whether it is
competitive with market practices by considering input
from Meridian Compensation Partners, LLC (“Meridian”),
the Compensation Committee’s independent compensation
consultant, regarding the Company’s historical practices
with respect to outside director compensation as well as
market data for the same peer group used for determining
executive compensation. Based on such review with respect
to 2024, in December 2023, the Compensation Committee
recommended, and the Board approved, certain adjustments
to the outside director compensation levels, as described
below, in order to better align with the market median of the
Company’s compensation peer group.
CASH COMPENSATION
In 2024, each outside director (other than our Non-Executive
Chair) received the following cash compensation for service
on our Board and committees of our Board:
• an annual Board retainer fee of $85,000;
• an annual committee chair retainer fee of $35,000 for the
chair of the Audit Committee (increased from $30,000 for
2023), $30,000 for the chair of the Compliance Committee
and $25,000 for the chairs of the Compensation
Committee and the Corporate Governance, ESG and
Public Policy Committee; and
• an annual committee member retainer fee of $20,000
(increased from $15,000 for 2023) for non-chair
members of the Audit Committee and $10,000 for
non-chair members of each other committee of
our Board.
Cash compensation payable to an outside director will be
prorated for any partial years of service on the Board or a
committee.
EQUITY COMPENSATION
The 2024 outside director equity awards were granted
pursuant to our 2015 Long-Term Incentive Plan (the
“2015 Plan”). The purpose of these awards is to advance
the interests of the Company and its stockholders by
encouraging stock ownership by our outside directors and
by helping the Company attract, motivate, and retain highly
qualified outside directors.
In 2024, all of our outside directors (other than our
Non-Executive Chair) were eligible to receive an annual
equity grant with a value of $200,000 for service on our Board
and committees of our Board (increased from $160,000 for
service during 2023).
The 2024 equity grant was settled in shares of common
stock and had a one-year vesting requirement, subject to
pro-rata vesting for a qualifying departure from the Board.
For 2024, each outside director had the choice to receive
such director’s annual retainer fees described above in the
form of cash, equity or a combination thereof. For 2024, each
outside director had the choice to receive such director’s
annual equity grant in the form (a) all stock options, (b) all
RSUs, (c) a combination of 75% stock options and 25% RSUs,
(d) a combination of 50% stock options and 50% RSUs, or
(e) a combination of 75% RSUs and 25% stock options.
COMPENSATION OF OUR NON-EXECUTIVE CHAIR
In 2024, our Non-Executive Chair received the following
compensation in lieu of the compensation described above
for our other outside directors:
• an annual retainer fee of $125,000; and
• an annual equity grant with a value of $360,000.
Our Non-Executive Chair has the choice to receive his
annual retainer fee in the forms discussed above under
“Compensation of Directors—Equity Compensation.” The
Non-Executive Chair annual equity grant has a one-year
vesting condition, subject to pro-rata vesting for a qualifying
departure from the Board.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
28 | The Western Union Company
COMPENSATION OF DIRECTORS
CHARITABLE CONTRIBUTIONS
Outside directors may participate in the Company’s gift
matching program on the same terms as the Company’s
executive officers and employees. Under this program,
contributions up to $100,000 per calendar year that the
director makes to the Foundation without designating a
recipient organization will be matched by the Company $2 for
every $1 contributed. Contributions made or directed to be
made to an eligible organization, as defined in the program,
up to an aggregate amount of $25,000 per calendar year will
be equally matched by the Company through the Foundation.
REIMBURSEMENTS
Directors are reimbursed for their expenses incurred by
attending Board, committee, and stockholder meetings,
including those for travel, meals, and lodging. A spouse
or other guest may accompany directors on corporate
aircraft when the aircraft is already scheduled for business
purposes and can accommodate additional passengers. In
those cases, there is no aggregate incremental cost to the
Company and, as a result, no amount is reflected in the 2024
Director Compensation table.
INDEMNIFICATION AGREEMENTS
Each outside director has entered into a Director Indemnification
Agreement with the Company to clarify indemnification
procedures. Consistent with the indemnification rights already
provided to directors of the Company in the Company’s Charter,
each agreement provides that the Company will indemnify
and hold harmless each outside director to the fullest extent
permitted or authorized by the General Corporation Law of the
State of Delaware in effect on the date of the agreement or as
such laws may be amended or replaced to increase the extent
to which a corporation may indemnify its directors.
EQUITY OWNERSHIP GUIDELINES
Each outside director is expected to maintain an equity
investment in the Company equal to five times his or her
annual cash retainer, which must be achieved within five
years of the director’s initial election to the Board. The
holdings that generally may be counted toward achieving
the equity ownership guidelines include outstanding stock
awards or units, shares owned jointly with or separately by the
director’s spouse, and shares purchased on the open market.
Unexercised options, whether or not vested, do not count
towards determining compliance with the equity ownership
guidelines. As of the Record Date, all outside directors have
met or, within the applicable period, are expected to meet,
these equity ownership guidelines.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 29
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is currently comprised of five
independent directors and operates under a written charter
adopted by the Board. The Audit Committee reviews the
charter at least annually, reviewing it last in December 2024.
The charter is available through the “Investor Relations,
Corporate Governance” portion of the Company’s website
www.westernunion.com.
The Board has the ultimate authority for effective
corporate governance, including the role of oversight
of the management of the Company. The Audit
Committee’s purpose is to assist the Board in fulfilling its
oversight responsibilities with respect to the Company’s
consolidated financial statements, independent registered
public accounting firm qualifications and independence,
performance of the Company’s internal audit function
and independent registered public accounting firm,
and other matters identified in the Audit Committee
Charter. The Audit Committee relies on the expertise and
knowledge of management, the internal auditors and the
independent registered public accounting firm in carrying
out its responsibilities. Management is responsible for the
preparation, presentation, and integrity of the Company’s
consolidated financial statements, accounting and financial
reporting principles, internal control over financial reporting
and disclosure controls, and procedures designed to ensure
compliance with accounting standards, applicable laws,
and regulations. In addition, management is responsible
for objectively reviewing and evaluating the adequacy,
effectiveness, and quality of the Company’s system of
internal control. The Company’s independent registered
public accounting firm, Ernst & Young LLP, is responsible
for performing an independent audit of the consolidated
financial statements and for expressing an opinion on the
conformity of those financial statements with United States
generally accepted accounting principles. The Company’s
independent registered public accounting firm is also
responsible for expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting.
The Audit Committee engages in an annual evaluation of
the independent public accounting firm’s qualifications,
assessing the firm’s quality of service, the firm’s sufficiency
of resources, the quality of the communication and
interaction with the firm, and the firm’s independence,
objectivity, and professional skepticism. In evaluating and
selecting the Company’s independent registered public
accounting firm, the Audit Committee considers, among
other things, historical and recent performance of the firm, an
analysis of known significant legal or regulatory proceedings
related to the firm, recent Public Company Accounting
Oversight Board (the “PCAOB”) reports regarding the firm,
industry experience, audit fee revenues, audit approach, and
the independence of the firm. The Audit Committee also
periodically considers the advisability and potential impact
of selecting a different independent public accounting firm.
In addition, the Audit Committee is involved in the lead audit
partner selection process.
During fiscal year 2024, the Audit Committee fulfilled its duties
and responsibilities as outlined in its charter. Specifically, the
Audit Committee, among other actions:
• reviewed
and
discussed
with
management
and
the independent registered public accounting firm
the Company’s quarterly earnings press releases,
consolidated financial statements, and related periodic
reports filed with the SEC;
• reviewed the Company’s guidelines and policies that
govern the process by which the Company goes about
assessing and managing its exposure to risks, including
discussing with management, internal auditors and the
independent auditor their assessment of the Company’s
major financial risk exposures and the steps that have
been taken to monitor and control such exposures;
• reviewed with management, the independent registered
public accounting firm and the internal auditor,
management’s assessment of the effectiveness of the
Company’s internal control over financial reporting, and
the effectiveness of the Company’s internal control over
financial reporting;
• reviewed
with
the
independent
registered
public
accounting firm, management, and the internal auditor,
as appropriate, the audit scope and plans of both the
independent registered public accounting firm and
internal auditor;
• reviewed
with
the
independent
registered
public
accounting firm the critical audit matters expected in their
report for the 2024 audit;
• met in periodic executive sessions with each of
the independent registered public accounting firm,
management, and the internal auditor;
• received the written disclosures and the annual letter from
Ernst & Young LLP provided to us pursuant to PCAOB
Ethics and Independence Rule 3526, Communication with
Audit Committees Concerning Independence, concerning
their independence and discussed with Ernst & Young LLP
their independence; and
• reviewed and pre-approved all services to be performed
by Ernst & Young LLP and the related fees, as described
in Proposal 3–Ratification of Selection of Auditors, and
considered whether Ernst & Young LLP’s provision of
non-audit services to the Company was compatible with
the independence of the independent registered public
accounting firm.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
30 | The Western Union Company
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed with
the Company’s management and independent registered
public accounting firm the Company’s audited consolidated
financial statements and related footnotes for the fiscal year
ended December 31, 2024, and the independent registered
public accounting firm’s report on those financial statements.
Management represented to the Audit Committee that the
Company’s financial statements were prepared in accordance
with United States generally accepted accounting principles.
We have discussed with Ernst & Young LLP the matters
required to be discussed with the Audit Committee by the
applicable requirements of the PCAOB and the SEC. Such
communications include, among other items, matters
relating to the conduct of an audit of the Company’s
consolidated financial statements under the standards
of the PCAOB. This review included a discussion with
management and the independent registered public
accounting firm about the quality (not merely the
acceptability) of the Company’s accounting principles, the
reasonableness of significant estimates and judgments,
and the disclosures in the Company’s financial statements,
including the disclosures relating to critical accounting
policies.
In reliance on the review and discussions described above,
we recommended to the Board of Directors, and the Board
approved, that the audited consolidated financial statements
and management’s assessment of the effectiveness of
internal control over financial reporting be included in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2024 for filing with the SEC.
Audit Committee
Jan Siegmund (Chair)
Julie M. Cameron-Doe
Timothy P. Murphy
Angela A. Sun
Solomon D. Trujillo
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 31
COMPENSATION AND BENEFITS
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed
the Company’s Compensation Discussion and Analysis with
management and based on such review and discussion, the
Compensation 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 for the fiscal year ended
December 31, 2024.
Compensation and Benefits Committee
Michael A. Miles, Jr. (Chair)
Martin I. Cole
Suzette M. Deering
Betsy D. Holden
Angela A. Sun
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
32 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
BUSINESS OVERVIEW
The Western Union Company provides people and
businesses with fast, reliable, and convenient ways to send
money and make payments around the world. Western Union
offers its services in more than 200 countries and territories.
Our business is complex: our regulatory environment is
disparate and developing; our consumers are different from
those addressed by traditional financial services firms; and
our agent and client relationships are numerous and varied.
Managing these complexities is at the center of Western
Union’s success, and our leadership must be capable of
supporting our Company’s goals amid this complexity.
The Company’s key strategic pillars for 2024 are set forth in
the chart below. The performance goals and objectives under
our annual incentive and long-term incentive programs were
designed to support these strategic pillars.
Strategic Pillars
2024 Selected Results
+
+
++
Drive customer
experience and
operational
excellence
Deliver accessible
financial services
Retail as the gateway
to Western Union
Diluted earnings per share of $2.74 in 2024
compared to $1.68 in 2023; adjusted earnings per
share of $1.74 in 2024 and 2023(1)
In 2024, the Company returned
approximately $496 million to
stockholders consisting of $177
million in share repurchases and
$318 million in dividends
Accelerate digital
GAAP revenue of $4.2 billion,
down 3% from 2023; adjusted
revenue down 3% from 2023(1)
Branded Digital adjusted
revenue increased 8%(1) with a
13% increase in transactions
from 2023
Operating income of $726 million and
adjusted operating income of $790 million;
GAAP operating margin of 17% and adjusted
operating margin of 19%(1)
Please see our 2024 Annual Report on Form 10-K for more information regarding our performance.
(1)
See Annex A for a reconciliation of measures that are not based on accounting principles generally accepted in the United States (“GAAP”) to
the comparable GAAP measure.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 33
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION FRAMEWORK
The Company’s executive compensation framework is designed to reinforce our executive compensation philosophy and
objectives and includes the following:
WHAT WE DO
% Pay-for-performance and at-risk compensation.
A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”),
with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives
informed by our Company’s strategy.
% Align compensation with stockholder interests.
Performance measures for incentive compensation are linked to the overall performance of the Company and are
designed to be aligned with the creation of long-term stockholder value.
% Emphasis on future pay opportunity vs. current pay.
Our long-term incentive awards are equity-based, use performance and multi-year vesting provisions to encourage
retention, and are designed to align our NEOs’ interests with long-term stockholder interests. For 2024, the annual
long‑term equity awards comprised approximately 77% of the targeted annual compensation for our CEO and, on
average, approximately 57% of the targeted annual compensation for our other NEOs.
% Mix of performance metrics.
The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide
the primary links between incentive compensation and the Company’s strategic operating plan and financial results,
and a relative payout modifier, which measures Company’s relative TSR versus an S&P Index.
% Stockholder engagement.
The Compensation Committee chair and members of management engage with stockholders regularly to discuss and
understand their perceptions or concerns regarding our executive compensation program.
% “Clawback” policies.
Pursuant to the Company’s Dodd-Frank Policy, the Company is required to recoup certain incentive compensation from
covered officers in the event of a financial restatement. In addition, the Company maintains a separate Misconduct
Policy which provides that the Company may, in its sole discretion, recoup certain incentive compensation, including
time-based equity awards, from covered officers in the event the covered officer engages in compliance misconduct
or detrimental conduct.
% Robust stock ownership guidelines.
We require our executive officers to own a meaningful amount of Company stock to align them with long-term
stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other NEOs).
% Include leadership, compliance and ESG metrics in our compensation program.
% Multi-year vesting and/or performance periods for long-term incentive awards.
% Independent compensation consultant retained by the Compensation Committee.
% “Double trigger” severance benefits in the event of a change-in-control.
% Maximum payout caps for annual cash incentive compensation and PSUs.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
34 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
WHAT WE DON’T DO
✘ No repricing or buyout of underwater stock options without stockholder approval.
✘ No change-in-control tax gross-ups.
✘ Prohibition against pledging and hedging of Company securities by senior executives and directors.
✘ No dividends or dividend equivalents paid on unvested or unearned PSUs or RSUs.
✘ No service-based defined benefit pension plan.
2024 SAY ON PAY VOTE
The Company received approximately 91% support for its
“say on pay” vote at the Company’s 2024 Annual Meeting of
Stockholders, consistent with the average support level of
91% for the Company’s “say on pay” votes over the last five
years. After considering the 2024 “say on pay” results, the
Compensation Committee determined that the Company’s
executive compensation philosophy, compensation objectives,
and compensation elements continued to be appropriate and
did not make any specific changes to the Company’s executive
compensation program in response to the 2024 “say on pay” vote.
STOCKHOLDER ENGAGEMENT
Management and the Compensation Committee Chair
regularly reach out to stockholders to better understand their
views on the Company’s executive compensation program, the
“say on pay” vote and our executive compensation disclosure.
In 2024, the Company reached out to stockholders who held
approximately 68% of the Company’s outstanding common
stock to discuss the Company’s executive compensation
program. Over the past few years, the Compensation
Committee and management have found these discussions
to be very helpful in their ongoing evaluation of the Company’s
executive compensation program, and intend to continue to
obtain this feedback in the future.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 35
COMPENSATION DISCUSSION AND ANALYSIS
ESTABLISHING AND EVALUATING EXECUTIVE
COMPENSATION
INTRODUCTION
This Compensation Discussion and Analysis describes how the Compensation Committee determined 2024 executive
compensation, the elements of our executive compensation program and the compensation of each of our NEOs. The
information provided should be read together with the information presented in the “Executive Compensation” section of this
Proxy Statement. For 2024, the NEOs were:
Devin McGranahan
President and
Chief Executive Officer
Matt Cagwin
Executive Vice
President, Chief
Financial Officer
Andrew Walker
Executive Vice
President, Chief
Operations Officer
Benjamin Adams
Executive Vice
President, Chief
Legal Officer
Giovanni Angelini
President, Europe,
Africa, and MEPA
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
36 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
The Compensation Committee has adopted the following compensation objectives and guiding principles to align the
Company’s incentive compensation program with the Company’s overall executive compensation philosophy:
Our Executive Compensation Philosophy
The Compensation Committee believes the Company’s executive compensation program should reward actions and
behaviors that build a foundation for the long-term strength and performance of the Company, while also rewarding the
achievement of short-term performance goals informed by the Company’s strategy.
Objectives
• Align executive goals and compensation with stockholder interests
• Attract, retain and motivate outstanding executive talent
• Pay-for-performance – Hold executives accountable and reward them for achieving financial,
strategic and operating goals
Guiding
Principles
• Pay-for-Performance: Pay is significantly performance-based and at-risk, with emphasis on
variable pay to reward short- and long-term performance measured against pre-established
objectives informed by the Company’s strategy.
• Align Compensation with Stockholder Interests: Link incentive payouts with the overall
performance of the Company, including achievement of financial and strategic objectives, as well
as individual performance and contributions, to create long-term stockholder value.
• Stock Ownership Guidelines: Our program requires meaningful stock ownership by our executives
to align them with long-term stockholder interests.
• Emphasis on Future Pay Opportunity vs. Current Pay: Our long-term incentive awards are
delivered in the form of equity-based compensation with multi-year vesting provisions to encourage
retention.
• Hire, Retain and Motivate Top Talent: Offer market-competitive compensation which clearly links
payouts to actual performance, including rewarding appropriately for superior results, facilitating
the hire and retention of high-caliber individuals with the skills, experience and demonstrated
performance required for our Company.
• Principled Programs: Structure our compensation programs considering corporate governance
best practices and in a manner that is understandable by our participants and stockholders.
THE BOARD OF DIRECTORS AND THE COMPENSATION COMMITTEE
Our Board oversees the goals and objectives of the Company
and the CEO, evaluates succession planning with respect
to the CEO and evaluates the CEO’s performance. The
Compensation Committee supports the Board by:
• Establishing the Company’s compensation philosophy;
• Overseeing the development and implementation of the
Company’s compensation and benefits policies;
• Reviewing and approving corporate goals and objectives
relevant to the compensation of the CEO and other
executive officers;
• Approving the compensation levels of each of the
executive officers;
• Approving the compensation of the CEO, with ratification
by the independent directors of the Board; and
• Overseeing critical role development and succession
efforts by providing strategic direction as the Board
identifies key executive skills and experience priorities.
The Compensation Committee’s responsibilities under its
charter are further described in the “Corporate Governance—
Committees of the Board of Directors” section of this
Proxy Statement.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 37
COMPENSATION DISCUSSION AND ANALYSIS
Mr. McGranahan, while not a member of the Compensation
Committee, attended portions of each meeting of the
Compensation Committee in 2024 to contribute to and
understand the committee’s oversight of, and decisions
relating to, executive compensation. Mr. McGranahan did not
attend portions of the meetings relating to his compensation.
The Compensation Committee regularly conducts executive
sessions without management present.
The Compensation Committee also engages in an ongoing
dialog with the CEO and the committee’s independent
compensation consultant in the evaluation and establishment
of the elements of our executive compensation program.
COMPENSATION CONSULTANTS
During 2024, Meridian continued to provide executive
and director compensation consulting services to the
Compensation Committee.
Meridian is retained by and reports directly to the
Compensation Committee and participates in committee
meetings. Meridian informs the committee on market trends,
as well as regulatory issues and developments and how
they may impact the Company’s executive compensation
program. Meridian also:
• Participates in the design of the executive compensation
program to help the committee evaluate the linkage
between pay and performance;
• Reviews market data and advises the committee regarding
the compensation of the Company’s executive officers;
• Reviews and advises the committee regarding outside
director compensation; and
• Performs an annual risk assessment of the Company’s
compensation program, as described in the “Executive
Compensation—Risk Management and Compensation”
section of this Proxy Statement.
Meridian does not provide any other services to the
Company. The Compensation Committee has assessed
the independence of Meridian pursuant to the NYSE rules
and the Company concluded that the work performed by
Meridian for the Compensation Committee did not raise any
conflict of interest.
SETTING 2024 COMPENSATION
In late 2023 and early 2024, the Compensation Committee,
working with Meridian and the CEO, engaged in a detailed
review of the Company’s executive compensation program to
evaluate whether the design and levels of each compensation
element were:
• Appropriate
to
support
the
Company’s
strategic
performance objectives, strategic transformation and
leadership transition;
• Consistent with the philosophy and objectives described
under “—Our Executive Compensation Philosophy and
Objectives” above; and
• Reasonable when compared to market pay practices (see
“—Market Comparison” below).
Consistent with the 2023 executive compensation program,
the Company’s 2024 executive compensation program
continued to be significantly weighted towards performance-
based compensation and included a diversified mix of
long-term incentive awards. For 2024, the Compensation
Committee made certain changes to the performance goals
used in the executive compensation program as compared
to the prior year in order to further align the incentive plans
with the Company’s long-term business strategy and key
growth enablers, drive greater accountability for business
unit or functional outcomes and properly reward participants
for Company, team and individual results.
With respect to the 2024 Annual Incentive Plan, the metrics
(adjusted revenue and adjusted EPS) and weightings for
the financial portion of the 2024 Annual Incentive Plan
remained unchanged from 2023. The strategic component
of the 2024 Annual Incentive Plan used goals relating to
consumer money transfer (“CMT”) customer retention, new
digital customer growth and total CMT transaction growth
in order to align the plan with the Company’s long-term
business strategy. The business unit and compliance portion
of the 2024 Annual Incentive Plan included goals relating to
regional adjusted revenue and contribution profit targets (or,
for non-regional specific dedicated individuals, goals relating
to direct operating expenses and average achievement of
regional targets), as well as compliance/enterprise risk goals.
Finally, the 2024 Annual Incentive Plan retained the +/-25%
individual performance modifier for participants other than
the CEO with the modifier determined based on a qualitative
assessment with respect to leadership and performance in
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
38 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
areas such as customer focus, ESG, employee engagement,
talent management as well as a performance against
individual objectives and key performance indicators.
With respect to the 2024 Long-Term Incentive Program
design, the Compensation Committee approved the
inclusion of a new “equity choice election” feature, which
allows the Company’s Executive Vice Presidents to elect to
receive their annual long-term incentive awards either in the
form of (1) 50% PSUs, 30% RSUs, and 20% stock options, or
(2) 60% PSUs and 40% RSUs. Both choice elections result in
strong performance-based compensation; PSUs are aligned
to company financial performance over a 3-year period and
stock options have a long-term performance horizon aligned
with shareholder outcomes. The equity choice election
program also provides participants greater flexibility to
align their compensation with their personal financial goals,
resulting in an advantage for the Company in the competitive
market for talent. The Compensation Committee otherwise
largely retained the same design that was used for the 2023
Long-Term Incentive Program and, consistent with the 2023
design, financial performance for the 2024 PSUs will be
measured against annual performance goals established at
the beginning of each year during the performance period,
with final payout determined based on the 3-year average.
The Compensation Committee retained the relative TSR
component which is measured at the conclusion of the
3-year vesting period and modifies the final payout, however,
they approved the use of the S&P MidCap 400 Index, rather
than the Standard & Poor’s 500 Index (“S&P 500 Index”).The
Committee selected the S&P MidCap 400 Index, an index in
which the Company is a constituent, to provide a broad index
of companies to measure relative performance, with many
of the constituent companies relevant to the Company’s
operations and market sector.
The Compensation Committee set the annual and long-
term incentive targets for the 2024 executive compensation
program in February 2024. The Compensation Committee
believed at the time that the performance targets were
rigorous yet achievable, and therefore established the targets
so that they could be achieved, at the target performance
level, if the Company successfully executed against its
operating plan for 2024 with respect to the annual incentive
plan and successfully executed against its long-term targets
during the 2024-2026 performance period.
With respect to setting 2024 target compensation levels,
Mr. McGranahan presented to the Compensation Committee
his evaluation and recommendation for each of the other
NEOs and their respective salary, annual bonus targets, and
long-term incentive award targets. Mr. McGranahan based his
assessments on a number of factors, including but not limited
to: the scope of responsibilities; impact of the role; market data;
compensation history; and internal equity. After consideration
and discussion, the Compensation Committee reviewed and
approved Mr. McGranahan’s 2024 recommendations for the
NEOs other than himself.
In setting Mr. McGranahan’s 2024 target compensation,
the Compensation Committee considered market data
regarding chief executive officer compensation levels
provided by Meridian and a tally sheet of Mr. McGranahan’s
historical and current compensation data, among other
information. All members of management were excused
from the portions of the Compensation Committee meeting
where the independent directors of the Board determined or
ratified Mr. McGranahan’s compensation.
MARKET COMPARISON
For 2024, the Compensation Committee considered market
pay practices when setting executive compensation, but
did not target percentile ranks of specific compensation
elements or total target direct compensation against the
market data. Instead, the committee used market data to
assess the overall competitiveness and reasonableness of
the Company’s executive compensation program.
While the Compensation Committee considers relevant
market pay practices when setting executive compensation,
it does not believe it is appropriate to establish compensation
levels based only on market practices. The Compensation
Committee believes that compensation decisions are
complex and require a deliberate review of Company and
individual performance and peer compensation levels. The
factors that influence the amount of compensation awarded
include, but are not limited to:
• Market competition for a particular position;
• Experience and past performance inside or outside the
Company;
• Role and responsibilities within the Company;
• Tenure with the Company and associated institutional
knowledge;
• Long-term potential with the Company;
• Innovative thinking and leadership;
• Money transfer or financial services industry expertise;
• Personal performance and contributions;
• Succession planning;
• Past and future performance objectives; and
• Value of the position within the Company.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 39
COMPENSATION DISCUSSION AND ANALYSIS
As further discussed below, the Compensation Committee
considered market data from both an executive compensation
peer group and a general industry compensation survey, but
did not assign a specific weight to either data source.
The Compensation Committee believes that the Company’s
executive compensation peer group should reflect similar-sized
companies in the markets in which the Company competes
for business, executive talent and capital. Accordingly, the
Company’s peer group includes companies meeting either of
the following criteria:
• Global brands providing virtual products or services; or
• Companies involved with payment and/or processing
services.
In 2023, Meridian re-evaluated the Company’s peer group
ahead of 2024 pay decisions. Based on this review, the
Compensation Committee approved changes to the
Company’s peer group in order to further align the peer
group with the Company’s size and industry focus. The
Compensation Committee approved the removal of PayPal
Holdings, Inc. based on recent revenue comparisons to the
Company, despite its presence in the money transfer space.
The Committee also approved the addition of WEX Inc. based
on comparable revenue and industry alignment.
The executive compensation peer group used for evaluating
2024 compensation decisions is listed below. The Company’s
revenues are between the 25th and 50th percentiles of the
peer group, above the 75th percentile in terms of percentage
of total revenues outside of the US, and below the 25th
percentile in terms of market capitalization.
PEER GROUP
FISCAL YEAR
2023
REVENUES*
(IN MILLIONS)
INTERNATIONAL
BUSINESS (% OF TOTAL
REVENUES OUTSIDE
OF THE US)
MARKET CAP
(AS OF 12/31/2023)
(IN MILLIONS)
Bread Financial Holdings, Inc.
$3,060
**
$1,625
Broadridge Financial Solutions, Inc.
$6,061
14%
$24,206
CME Group Inc.
$5,569
**
$75,815
Corpay, Inc. (formerly FLEETCOR Technologies, Inc.)
$3,758
43%
$20,406
Discover Financial Services
$9,776
0%
$28,107
eBay Inc.
$10,112
50%
$22,639
Euronet Worldwide, Inc.
$3,688
76%
$4,681
Fidelity National Information Services, Inc.
$9,821
22%
$35,590
Fiserv, Inc.
$19,093
15%
$79,729
Genpact Limited
$4,477
78%
$6,297
Global Payments Inc.
$9,654
19%
$33,069
Intercontinental Exchange, Inc.
$7,988
34%
$73,509
Jack Henry & Associates, Inc.
$2,078
0%
$11,901
MoneyGram International, Inc.
**
**
**
Nasdaq, Inc.
$6,064
20%
$33,545
Paychex, Inc.
$5,007
1%
$42,858
SS&C Technologies Holdings, Inc.
$5,503
31%
$15,126
WEX Inc.
$2,548
14%
$8,315
25th Percentile
$3,758
14%
$11,901
50th Percentile
$5,569
20%
$24,206
75th Percentile
$9,654
39%
$35,590
∗
All data was compiled by Meridian who obtained peer company financial market intelligence from S&P Capital IQ.
∗∗
Data not available for this metric. In the case of MoneyGram International, Inc., data is not available due to the Company’s June 2023 acquisition.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
40 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Meridian compiled compensation information from publicly
filed documents for each member of the peer group. The
Compensation Committee also reviewed general industry
compensation survey data for a broader perspective on
market practices. Meridian provided data for companies with
comparable revenues, sourced from third-party executive
compensation surveys and publicly available peer group data.
Use of Tally Sheets
The Compensation Committee reviews tally sheets
that present historical and current compensation data,
valuations of future equity vesting, value of option exercises
in the past five years, as well as analyses for hypothetical
terminations and retirements to allow the Compensation
Committee to consider the Company’s obligations under
such circumstances. The tally sheets provide additional
context for the Compensation Committee in determining
and assessing NEO compensation.
THE WESTERN UNION 2024 EXECUTIVE
COMPENSATION PROGRAM
Pay-For-Performance and At-Risk Compensation
The principal components of the Company’s 2024 annual
executive compensation program were annual base salary,
annual incentive awards, and long-term incentive awards in
the form of PSUs, RSUs and, depending on the NEO, stock
options. The Compensation Committee designed the 2024
executive compensation program so that performance-
based pay elements (Annual Incentive Plan awards, PSUs
and, if applicable, stock options) would constitute a significant
portion of the executive compensation awarded, determined
at target levels. The following charts illustrate the mix of the
targeted annual compensation for Mr. McGranahan and the
average targeted annual compensation for the other NEOs,
and the portion of that compensation that is performance-
based and/or at-risk.
For purposes of these charts, the percentage of targeted
annual compensation was determined based on the annual
base salary and target incentive opportunities applicable to
the NEOs as of December 31, 2024.
CEO 2024 TOTAL TARGET DIRECT COMPENSATION
NEO 2024 TOTAL TARGET DIRECT COMPENSATION
Base Salary Annual Incentive Long-Term Incentive
Base Salary
22%
Annual Incentive
21%
Long-Term Incentive
57%
8%
15%
At Risk
92%
At Risk
78%
77%
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 41
COMPENSATION DISCUSSION AND ANALYSIS
ELEMENTS OF 2024 EXECUTIVE COMPENSATION PROGRAM
The following table lists the material elements of the Company’s 2024 executive compensation program for the Company’s
NEOs. The Compensation Committee believes that the design of the Company’s executive compensation program focuses on
performance-based compensation elements, provides alignment with the Company’s short- and long-term financial and strategic
priorities at the time through the annual and long-term incentive programs, and provides alignment with stockholder interests.
Fixed
At-Risk /
Performance-Based
Base Salary
Annual Incentive Awards
PSUs
RSUs
Stock Options
(if applicable)
Key Characteristics
Fixed
compensation
component
payable in
cash.
Variable compensation
component payable in cash
based on performance
against annually established
performance objectives.
PSUs vest based on the
Company’s achievement of
financial performance and
operational efficiency objectives,
with a payout modifier based
on the Company’s relative TSR
performance over a 3-year period.
The value of PSUs is also
dependent on our stock price
over the performance period.
PSUs accrue dividend equivalents,
with dividend equivalents paid
only to the extent the underlying
shares vest.
RSUs vest in one-third
annual increments based on
continued service during the
vesting period.
The value of RSUs is
dependent on our stock price
over the vesting period.
RSUs accrue dividend
equivalents, with dividend
equivalents paid only to the
extent the underlying shares
vest.
Non-qualified stock
options granted with an
exercise price equal to
fair market value on the
date of grant that expire
10 years after grant and
become exercisable in
25% annual increments
over a four-year vesting
period based on
continued service during
the vesting period.
The value of stock
options is dependent
on our stock price over
the option term.
Why We Pay This Element
Establish a pay
foundation at
competitive
levels to
attract and
retain talented
executives.
Motivate and reward
executives for performance
on key financial,
strategic, business unit
and compliance, and/or
individual performance
goals over the year.
Hold our executives
accountable, with
payouts based on actual
performance against
pre-established and
communicated performance
goals.
Align the interests of
executives with those
of our stockholders by
focusing the executives on
the Company’s financial,
operational efficiency, and TSR
performance over a multi-year
performance period.
Hold our executives
accountable, with payouts
varying from target based on
actual performance against pre-
established and communicated
performance goals.
Competitive with market
practices in order to attract
and retain top executive
talent.
Align the interests of
executives with those of our
stockholders by focusing
the executives on long-
term objectives over a
multi-year vesting period,
with the value of the award
fluctuating based on stock
price performance.
Align interests of the
recipients with those
of our stockholders
by focusing on long-
term stock price
appreciation over the
option term.
How We Determine Amount*
Experience,
job scope,
responsibilities,
market data,
internal equity,
and individual
performance.
Internal pay equity, market
practice, corporate and
individual performance.
Cash payouts ranging from
0% to 200% of target based
on the achievement of
financial and strategic goals
(inclusive of an additional +/-
25% modifier for participants
other than Mr. McGranahan
based on individual
leadership and impact as
measured across areas such
as customer focus, ESG,
employee engagement, and
talent management as well
as performance against
individual objectives and key
performance indicators).
Payouts are capped at a total
of 200% of target.
Internal pay equity, market
practice and individual
performance.
PSUs are subject to vesting
ranging from 0% to 200%
of target based on revenue
growth and operational
efficiency goals during the
performance period. The
number of PSUs scheduled to
vest based on our achievement
will be multiplied by a payout
modifier (ranging from 75%
to 125%), based on the
Company’s relative TSR versus
the S&P MidCap 400 Index over
the 2024-2026 performance
period.
Internal pay equity, market
practice and individual
performance.
Internal pay equity,
market practice
and individual
performance.
*
See the “Setting 2024 Compensation” section for further information regarding the determination of 2024 compensation levels.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
42 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Each of Western Union’s 2024 executive compensation program elements is described in further detail below.
Base Salary
Our philosophy is that base salaries should meet the objectives of attracting and retaining the executives needed to lead the business.
Base salary is a fixed compensation component payable in cash. After considering the input of the Compensation Committee’s
independent compensation consultant and a review of market data, Messrs. Cagwin and Angelini received base salary increases
as set forth below. None of our other NEOs received a base salary increase during 2024.
The following table sets forth each NEO’s 2023 and 2024 base salary levels as of December 31 of each year:
2023 BASE
SALARY ($000)
2024 BASE
SALARY ($000)
EXECUTIVE
Devin McGranahan
1,000.0
1,000.0
Matt Cagwin
525.0
575.0
Andrew Walker
550.0
550.0
Benjamin Adams
450.0
450.0
Giovanni Angelini*
442.3
500.0
*
For 2023 and 2024, Mr. Angelini’s salary was denominated in U.S. dollars but was paid to Mr. Angelini in euros, based on a conversion rate of
1.1. Mr. Angelini’s base salary was initially increased to $475,000 effective as of March 1, 2024, and was further increased from $475,000 to
$500,000 in connection with an expansion of his responsibilities in October 2024.
Annual Incentive Compensation
Our Annual Incentive Plan is designed to motivate and reward
our NEOs for achieving short-term performance objectives.
We believe the program supports our “pay-for-performance”
culture. Specifically, in designing the 2024 Annual Incentive Plan,
the Compensation Committee established goals designed to
further align the plan with the Company’s long-term business
strategy and key growth enablers, incentivize the achievement
of public financial commitments, drive greater accountability
for business unit or functional outcomes and properly reward
participants for Company, team and individual results.
Target payout opportunities under the Annual Incentive Plan
are expressed as a percentage of a participant’s annual base
salary. For 2024, the Compensation Committee increased
Mr. McGranahan’s target bonus opportunity from 170% to
180% of base salary after considering the CEO’s contributions
to the Company’s long-term business strategy, and market
data regarding chief executive officer compensation in
the 2024 peer group (as provided by the Compensation
Committee’s
independent
consultant,
Meridian).
The
Compensation Committee elected to deliver the entire
increase in Mr. McGranahan’s total direct compensation
for 2024 in the form of performance-based compensation
in order to further motivate strong performance and further
align Mr. McGranahan’s 2024 target compensation with
the interests of the Company’s stockholders. None of our
other NEOs received an Annual Incentive Plan target, as a
percentage of base salary, increase with respect to 2024.
Potential payouts ranged from 50% to 200% of target based
on the achievement of pre-established financial, strategic,
and business unit and compliance goals, with no payout
if performance is below threshold. To measure individual
performance against key objectives for the Company as well
as the executive’s success in fulfilling the responsibilities of
their role, the total payout under the Annual Incentive Plan for
the NEOs other than Mr. McGranahan was subject to a +/- 25%
modifier based on the Compensation Committee’s assessment
of performance on metrics with respect to leadership impact
(including customer focus, employee engagement, and ESG),
and talent management as well as a performance with respect
to individual objectives and key performance indicators. In
addition to the specific ESG metrics included in the program,
the Compensation Committee believes the compliance and
leadership metrics support key ESG initiatives for the Company.
Payouts for the NEOs were capped at 200% of each individual’s
target bonus opportunity.
The Annual Incentive Plan was based on the achievement
of financial, strategic, and business unit and compliance
goals weighted 50%, 30%, and 20%, respectively. The
weighting of the performance measures reflects the
desire of the Compensation Committee to tie a significant
portion of annual incentive compensation to performance
measures that the committee believes are meaningful to and
readily accessible by our investors, while at the same time
emphasizing strategic performance objectives focused on
the Company’s growth imperatives and execution of its long-
term strategic plan and compliance objectives.
Financial Performance and Goal Setting. The Compensation
Committee set the annual incentive targets for the 2024 Annual
Incentive Plan in February 2024. Participants in the 2024 Annual
Incentive Plan had 50% of their award opportunity allocated
to the achievement of pre-established financial performance
objectives. Consistent with the 2023 Annual Incentive Plan, for
2024, the financial component of the 2024 Annual Incentive
Plan measured performance based on adjusted revenue and
adjusted EPS targets, weighted 40% and 60%, respectively. The
purpose of this design was to focus on performance measures
aligned with the Company’s long-term strategy and measures
viewed as meaningful to and readily accessible by our investors.
The Compensation Committee believed at the time that the
performance targets were rigorous yet achievable, and therefore
established the targets so that they could be achieved, at the
target performance level, if the Company successfully executed
against its operating plan for 2024. In addition, the 2024 annual
incentive targets were set based on publicly announced 2024
financial projections. At the time the targets were set, they were
designed to be challenging based on the operating environment
and projections at the time, but achievable with the successful
execution of our operating strategy.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 43
COMPENSATION DISCUSSION AND ANALYSIS
2024
TARGET*
2024 INCENTIVE
RESULTS
ACHIEVEMENT (%)
WEIGHTED
ACHIEVEMENT (%)
Adjusted Revenue Growth (40%)
(4)%
(3)%
123%
25%
Adjusted EPS (60%)
$1.70
$1.74
136%
41%
Financial Performance Achievement
66%
(50% of total award)
*
2024 target and actual results for adjusted revenue growth exclude Argentina inflation and Business Solutions revenue and are shown
on a constant currency basis, calculated assuming no changes in the currency exchange rates from 2023 currency exchange rates. 2024
target and actual results for adjusted EPS exclude special items, such as acquisition and separation costs; amortization and impairment
of acquisition-related intangible assets; severance and other expenses from our operating expense redeployment program; Russia asset
impairments, termination costs, and currency remeasurement; and the income tax impact of these and other tax adjustments. When the
financial performance measures were established, the Compensation Committee determined that the foregoing items should be excluded
from both the establishment of goals as well as the determination of payout calculations, to more closely align with the underlying operating
performance of the business. The performance curve provided payout opportunities for performance ranging from (7)% to 1% for adjusted
revenue growth and $1.65 to $1.82 for adjusted EPS.
As described above, the Compensation Committee set the
2024 financial performance goals by establishing payout
ranges based on the Company’s revenue and EPS. The
Compensation Committee established the performance
goals and corresponding payout percentages based upon
input from management regarding the Company’s expected
performance in the upcoming year and considering the
Company’s long-term strategy. The Compensation Committee
designed the goals to encourage strong, focused performance
by our executives, with the intention of encouraging profitable
revenue growth while placing an emphasis on EPS. The 2024
performance goals provided a maximum initial payout level of
200% of target if adjusted revenue grew by 1% as compared to
2023 adjusted performance and adjusted EPS was equal to or
greater than $1.82.
Strategic Performance and Goal Setting. Participants in
the 2024 Annual Incentive Plan had 30% of their award
opportunity allocated to the achievement of pre-established
performance objectives based upon the Company’s
strategic operating plan. The 2024 Annual Incentive Plan
provided for three strategic performance objectives (CMT
customer retention, new digital customer growth, and total
CMT transaction growth), each weighted at 10% of the
applicable NEO’s total award opportunity. These measures
drive sustainable business through transaction growth.
The strategic performance objectives were designed to be
achievable, but required the coordinated, cross-functional
focus and effort of the executives. Based on the achievement
of the strategic performance objectives, the Compensation
Committee certified an achievement level of 63% and a
weighted payout equal to 19% of each NEO’s target allocated
to the strategic performance objectives.
Business Unit and Compliance Performance and Goal
Setting. In order to emphasize regional and functional
accountability and compliance as a continued priority
throughout the organization, participants in the 2024 Annual
Incentive Plan had 20% of their award opportunity allocated
to the achievement of pre-established regional adjusted
revenue and contribution profit targets or, for non-regional
specific dedicated individuals, direct operating expenses
and average achievement of regional targets, as well as
compliance/enterprise risk goals. Performance levels of
the objectives were designed to be achievable, but required
the coordinated, cross-functional focus and effort of the
executives. Based on the achievement of the business unit
and compliance objectives, the Compensation Committee
certified a weighted payout ranging from 17% to 26%
(on an unweighted basis, achievement between 85% and
130%) of each NEO’s target allocated to the business unit and
compliance performance objectives.
Individual Performance Modifier and Goal Setting. Other
than for Mr. McGranahan, each NEO’s payout under the
2024 Annual Incentive Plan was subject to a +/- 25%
modifier
based
on
the
Compensation
Committee’s
assessment of individual performance. In making its
assessment, the Compensation Committee considered
the recommendations of Mr. McGranahan based on
his review of the performance of each NEO against the
objectives established by the Compensation Committee
at the beginning of the year with respect to the individual
performance modifier. For 2024, the application of the
individual performance modifier was determined based on
performance with respect to individual leadership impact
(as measured across areas such as customer focus,
employee engagement, ESG, talent management as well
as a performance assessment with respect to individual
objectives and key performance indicators).
The Compensation Committee believes that the performance
objectives established for the individual performance
modifier are indicators of our executives’ success in fulfilling
their responsibilities to the Company, supporting the
Company’s strategic operating plan and executing on key
Company initiatives. The performance required to receive
a positive adjustment under the individual performance
modifier was designed to be achievable, but required strong
and consistent performance by the executive. Based on
the Compensation Committee’s assessment of individual
and business unit performance, the committee approved
individual performance modifiers for certain of the NEOs
ranging from (10)% to 20%.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
44 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Compliance Evaluation. The 2024 award agreements under
the Annual Incentive Plan are subject to the Company’s
Misconduct Clawback and Forfeiture Policy, which specifically
authorizes the clawback of annual incentive payments due
to compliance failures. In early 2025, the Compensation
Committee determined that each NEO met the compliance-
related evaluation criteria and therefore determined that each
NEO remained eligible for a bonus with respect to 2024.
NEO Payouts Under the 2024 Annual Incentive Plan. The following table sets forth each NEO’s 2024 target award opportunity
expressed (i) as a percentage of 2024 base salary and (ii) in dollars and the annual incentive payouts received by each NEO.
EXECUTIVE
TARGET BONUS
AS A % OF BASE
SALARY
TARGET AWARD
OPPORTUNITY
($000)
FINAL BONUS
($000)
Devin McGranahan
180%
1,800.0
1,890.0
Matt Cagwin
100%
575.0
621.0
Andrew Walker
90%
495.0
454.4
Benjamin Adams
90%
405.0
449.6
Giovanni Angelini*
100%
454.7
589.3
*
In October 2024, Mr. Angelini’s salary was increased. The target amounts reported in this table reflect his prorated target award opportunity
for the year.
Long-Term Incentive Compensation
The objectives for the long-term incentive awards for 2024
were to:
• Align the interests of our executives with the interests of
our stockholders by focusing on objectives that support
stock price appreciation and building a sustainable
business for our stockholders;
• Increase cross-functional executive focus in the coming
years on Company performance through PSU awards with
vesting tied to the achievement of absolute performance
goals;
• Continue executive focus on stockholder returns through
the use of a relative TSR payout modifier; and
• Retain the services of executives through multi-year
vesting provisions.
The Company’s stockholder-approved long-term incentive
plans allow the Compensation Committee to award various
forms of long-term incentive grants, including stock options,
RSUs, and performance-based equity and cash awards. The
Compensation Committee approves all equity grants made
to our senior executives, with the equity grants made to the
CEO ratified by the independent members of the Board. In
addition to the factors listed in the table under “Elements of
2024 Executive Compensation Program,” the Compensation
Committee also considers dilution of the Company’s
outstanding shares when making equity grants.
2024 Annual Long-Term Incentive Awards. In early 2024,
the Compensation Committee approved the NEOs long-
term incentive targets under the 2024 Long-Term Incentive
Program. The long-term incentive targets establish a general
baseline for the grants to the NEOs, with the Compensation
Committee retaining discretion to make adjustments to reflect
performance, expanded responsibilities as well as other
factors deemed relevant by the Compensation Committee.
The Compensation Committee did not approve LTI target
value adjustments for any of the NEOs as compared to 2023;
however, when ultimately approving the 2024 actual LTI
grant values, the Compensation Committee adjusted actual
grant amounts to reflect individual performance, expanded
responsibilities and incentive factors. Specifically, for 2024,
the Compensation Committee determined to increase
Mr. Cagwin’s 2024 LTI grant value by $225,000 as compared
to his target value to reflect performance as well as his
expanded role. In addition, Mr. Angelini’s 2024 LTI grant value
was increased by $200,000 as compared to his target value
in connection with his expanded scope of responsibilities.
With respect to Mr. McGranahan, the Compensation
Committee approved a grant value $1,500,000 above target,
delivered entirely in the form of stock options, in recognition
of the CEO’s impact on the Company’s long-term business
strategy, to incentivize actions that focus on long-term share
price performance and further align Mr. McGranahan’s total
compensation with relevant benchmarking data, as provided
by the Company’s independent consultant, Meridian. Rather
than allocate the above-target award to the same mix as
the annual grants, the Compensation Committee awarded
the increased grant value for Mr. McGranahan in the form
of stock options, which the Compensation Committee views
to be performance-based compensation due to the fact that
value will only be realized upon sustained increases to the
Company share price following vesting.
In February 2024, in order to provide executives the
opportunity for increased shareholder alignment combined
with personal flexibility, the Compensation Committee
approved the introduction of a new “equity choice election”
feature to the 2024 long-term incentive award program.
The “equity choice election” feature allows the Company’s
Executive Vice Presidents to elect to receive their long-
term incentive awards either in the form of (1) 50% PSUs,
30% RSUs, and 20% stock options, or (2) 60% PSU and 40%
RSUs. Both choice elections result in strong performance-
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 45
COMPENSATION DISCUSSION AND ANALYSIS
based compensation; PSUs are aligned to company financial
performance over a 3-year period and stock options have
a long-term performance horizon aligned with shareholder
outcomes. The equity choice election program also provides
participants with greater flexibility to align their compensation
with their personal financial goals, resulting in an advantage
for the Company in the competitive market for talent. For
2024, Messrs. Cagwin, Adams, and Angelini each elected to
receive their 2024 long-term incentive awards in the form of
PSUs, RSUs, and stock options.
The table sets forth the target award value and actual grant
value, as of the date of grant, of the 2024 long-term incentive
awards received by each NEO.
EXECUTIVE
2024 LTI TARGET
VALUE ($000)
2024 LTI ACTUAL
VALUE ($000)
Devin McGranahan
9,500.0
11,000.0
Matt Cagwin
2,150.0
2,375.0
Andrew Walker
1,200.0
1,100.0
Benjamin Adams
1,060.0
1,060.0
Giovanni Angelini
800.0
1,000.0
For the Company’s Executive Vice Presidents, the 2024 LTI grant value was then allocated among PSUs, RSUs and stock
options, as elected. In 2024, the Compensation Committee granted the long-term incentive allocation indicated below to each
of the NEOs, with Messrs. McGranahan, Cagwin, Adams, and Angelini receiving a combination of PSUs, RSUs and stock options
and Mr. Walker receiving a combination of PSUs and RSUs:
CEO 2024 LONG-TERM INCENTIVE AWARDS
Stock Options
31%
PSUs
52%
RSUs
17%
Revenue growth and operational efficiency goals during a 3-year performance period with a modifier based on the Company’s TSR performance
relative to the S&P MidCap 400 Index measured over the same period
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
PSUs
60%
RSUs
40%
PSUs
50%
RSUs
30%
Stock Options
20%
Revenue growth and operational efficiency goals during a 3-year performance period with a modifier based on the Company’s TSR performance
relative to the S&P MidCap 400 Index measured over the same period
The
Compensation
Committee
believes
that
the
long-term incentive mix that the Company offers is
appropriate for each NEO because it is designed to
align the interests of our NEOs with the interests of our
stockholders, drive long-term performance with respect
to strategic measures, support retention of our NEOs
and align with market practices as reported by Meridian.
The
Compensation
Committee
believes
that
the
Company’s long-term incentive design also represents a
balanced reflection of stockholder returns and financial
performance.
2024 PSU Awards. The 2024 PSUs will vest based on
performance against goals with respect to (i) adjusted
revenue growth (measured on a constant currency basis,
and excluding the impact of Argentina inflation and material
acquisitions and dispositions), weighted 50%, (ii) Consumer
Services segment adjusted revenue growth (measured
on a constant currency basis, and excluding the impact
of Argentina inflation), weighted 25%, and (iii) operational
efficiency (evaluated based on cost savings as compared
to 2023), weighted 25%. Consistent with the 2023 PSUs,
the 2024 PSUs include an overall +/- TSR payout modifier,
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
46 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
with the number of PSUs scheduled to vest based on the
Company’s revenue and capital efficiency performance
multiplied by a payout modifier ranging from 75% to 125%,
determined based on our TSR relative to the S&P MidCap
400 Index and subject to a maximum payout of 200% of
target. Beginning with the 2024 PSUs, the Compensation
Committee replaced the S&P 500 Index with the S&P MidCap
400 Index for purposes of applying the TSR modifier, as
the S&P MidCap 400 Index included the Company as well
as a sufficient number of companies deemed relevant
to our operations and market sector and provide a good
representation of the Company’s performance versus the
broader market.
For 2024 and consistent with the 2023 design, the
Compensation Committee approved a PSU design that will
measure financial performance annually during each year of
the three-year performance period, with each performance
year equally weighted, the goals for each year established at
the beginning of each of the three years in the performance
period and the payout based on an average of the performance
during each year over the three-year performance period.
The TSR payout modifier will be determined based on a
three-year performance period and the PSUs will remain
subject to a full three years of stock price fluctuations as the
awards do not vest until the third anniversary of the grant
date (February 2027), except as otherwise provided under
the Company’s Executive Severance Policy or the 2015 Plan
and related award agreement.
For the first year of the three-year performance period,
the Compensation Committee required adjusted revenue
growth compared to prior year of (4)%, Consumer Services
adjusted revenue growth compared to prior year of 12%, and
operational efficiency savings of $45M in order to achieve
target level performance for each of the performance goals
with respect to the portion of the PSUs allocated to the first
year of the three-year performance period. The adjusted
revenue growth target of (4)% reflected the Compensation
Committee’s consideration of a change in monetary policy
by the Central Bank of Iraq in 2023, which had increased the
demand for the Company’s services in that region during
2023. The adjusted revenue, Consumer Services adjusted
revenue, and operational efficiency goals were certified
(on a weighted basis) at 62%, 34%, and 33%, respectively, of
target achievement, resulting in 129% of the portion of the
2024 PSUs attributable to the first year of the three-year
performance period becoming eligible for vesting.
With respect to the TSR payout modifier, relative TSR results
between the 25th and 75th percentiles of the S&P MidCap
400 Index will be interpolated linearly (i.e., +/- 1% change
from the 50th percentile), such that relative TSR results for
50th percentile performance will not result in the application
of any TSR modifier (whereas relative TSR results for 60th
percentile performance would result in the application of
110% of the TSR payout modifier).
The Compensation Committee approved the use of adjusted
revenue growth, Consumer Services adjusted revenue
growth, and operational efficiency in conjunction with the TSR
modifier in order to place an emphasis on absolute Company
performance and growing non-money transfer revenue
and driving cost efficiencies while aligning to stockholder
interests. The Compensation Committee utilized revenue
as an element in both the Company’s Annual Incentive
Plan and long-term incentive program. When designing the
Company’s 2024 executive compensation program, the
Compensation Committee evaluated a range of performance
metrics for purposes of the Company’s incentive programs
and considered input from management and Meridian.
Based on such review, the Compensation Committee
determined that while revenue continues to be viewed as a
core driver of the Company’s performance and stockholder
value creation and should remain a component in both the
Annual Incentive Plan and long-term incentive program, the
2024 Long-Term Incentive Program should also be designed
to focus management on building a sustainable business for
our stockholders by incorporating performance goals which
promote cost savings through operational efficiencies as well
as non-transactional money transfer revenue.
The following table sets forth each NEO’s threshold, target and maximum award opportunity with respect to the 2024
PSU awards:
2024 PSU WITH TSR MODIFIER
AWARD OPPORTUNITY
EXECUTIVE
THRESHOLD (#)
TARGET (#)
MAXIMUM (#)
Devin McGranahan
222,657
445,313
890,626
Matt Cagwin
46,387
92,774
185,548
Andrew Walker
25,782
51,563
103,126
Benjamin Adams
20,704
41,407
82,814
Giovanni Angelini
19,532
39,063
78,126
RSU Awards. Service-vesting RSUs are granted to our NEOs
to support retention and alignment of our NEOs’ interests
with the interests of our stockholders. The 2024 RSU grants
vest in one-third annual increments, subject to the NEO’s
continued service or as otherwise provided for under the
Company’s Executive Severance Policy or the 2015 Plan and
related award agreement.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 47
COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth each NEO’s 2024 RSU award:
EXECUTIVE
2024 RSU AWARD (#)
Devin McGranahan
148,438
Matt Cagwin
55,665
Andrew Walker
34,375
Benjamin Adams
24,844
Giovanni Angelini
23,438
Stock Option Award. With respect to Mr. McGranahan,
stock options were granted to further emphasize the
achievement of long-term objectives and encourage
long-term value creation as the stock options will have
value to Mr. McGranahan only if the Company’s stock price
appreciates from the date of grant. In addition, Messrs.
Cagwin, Adams, and Angelini each elected to receive a portion
of their long-term incentive awards in the form of stock
options. In each case, the stock options have a 10-year term
and vest in 25% annual increments over four years, subject
to the NEO’s continued service or as otherwise provided for
under the Company’s Executive Severance Policy or the 2015
Plan and related award agreement. The following table sets
forth, as applicable, each NEO’s 2024 stock option award:
EXECUTIVE
2024 STOCK OPTION AWARD (#)
Devin McGranahan
2,297,298
Matt Cagwin
320,946
Benjamin Adams
143,244
Giovanni Angelini
135,136
2022 PSU Awards. Under the terms of the 2022 PSUs, 2024
represented the final year of the three-year performance
period. The 2022 PSUs were scheduled to vest based on
performance against (i) revenue growth goals, measured
on a constant currency basis and excluding the impact
of Argentina inflation and material acquisitions and
dispositions (weighted 100% for the first and second years
of the three-year performance period and 50% for the third
year of the three-year performance period), (ii) Consumer
Services segment adjusted revenue growth (measured
on a constant currency basis and excluding the impact
of Argentina inflation) (weighted 25% for the third year of
the three-year performance period), and (iii) operational
efficiency (evaluated based on cost savings) (weighted 25%
for the third year of the three-year performance period),
with a +/- TSR payout modifier for TSR relative to the S&P
500 Index over the full three-year performance period and
subject to a maximum payout of 200% of target.
The 2022 PSU performance objectives and the achievement
levels are set forth in the tables below. While the performance
periods for the 2022 PSUs concluded as of December 31,
2024, these awards remained subject to service-based
vesting conditions until the third anniversary of the grant
date (February 2025 or, in the case of Messrs. Walker and
Cagwin, April 2025 and August 2025, respectively).
2022 PSUs
(PERFORMANCE PERIOD 2022-2024)
PERFORMANCE OBJECTIVES*
TARGET PERFORMANCE GOALS**
ACTUAL PERFORMANCE***
Revenue growth (comparing 2022
adjusted performance against 2021
adjusted performance)
Adjusted revenue growth rate: 1.7%
to 2.3%
Actual performance: (2.9)%
Actual attainment: 0%
Revenue growth (comparing 2023
adjusted performance against 2022
adjusted performance)
Adjusted revenue growth rate: (1.0)%
to 1.0%
Actual performance: (2.6)%
Actual attainment: 92%
Revenue growth (comparing 2024
adjusted performance against 2023
adjusted performance) (weighted 50%)
Consumer services revenue growth
(comparing 2024 adjusted performance
against 2023 adjusted performance)
(weighted 25%)
Operational efficiencies (weighted 25%)
Adjusted revenue growth rate: (4)%
Consumer services adjusted revenue
growth rate: 12%
Operational efficiencies: $45M
Actual performance
- Adjusted
revenue
growth
rate:
(3.0)%
- Consumer
services
adjusted
revenue growth rate: 15.0%
- Operational efficiencies: $60M
Actual attainment: 129%
Overall Attainment Level 74%
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
48 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
*
Each year equally weighted at 33.3% in determining the overall attainment level.
**
Target performance goals represents the levels at which executives are paid 100% of the target number of shares subject to the award.
***
At constant currency, calculated assuming no changes in the currency exchange rates from the prior year’s currency exchange rates. Excludes
Argentina inflation. Pursuant to the terms of the underlying award agreements, the Compensation Committee excluded from the 2022 PSU
payout calculations the impact of Russia/Belarus revenues from the adjusted revenue growth rate for the first performance period (comparing
2022 adjusted performance against 2021 adjusted performance), the impact of Iraq revenues, net of investment, from the adjusted revenue
growth rate for the second performance period (comparing 2023 adjusted performance against 2022 adjusted performance), and the impact
of Business Solutions revenues from the adjusted revenue growth rate for all three performance periods.
2022 PSUs TSR MODIFIER
(PERFORMANCE PERIOD 2022-2024)
PERFORMANCE GOALS
PERFORMANCE OBJECTIVE
THRESHOLD
TARGET
MAXIMUM
ACTUAL PERFORMANCE
TSR relative to S&P 500 Index*
25th percentile
50th percentile
75th percentile
13th percentile
Overall PSU Payout 55%
*
Relative TSR performance for purposes of the 2022 PSUs was calculated based on the terms of the 2022 PSU award agreement, which
requires using a beginning stock price calculated as the average company closing stock price for all trading days during December 2021 and
an ending stock price calculated as the average company closing stock price for all trading days during December 2024. In determining the
TSR for the companies in the S&P 500 Index, the S&P companies comprising the S&P 500 Index on December 31, 2024 were used.
Based on performance over the three-year performance period, as described above, the 2022 PSUs vested as follows for each
of the participating NEOs:
EXECUTIVE*
2022 TARGET
PSUs
(#)
2022 EARNED
PSUs
(#)
Devin McGranahan
257,788
141,784
Matt Cagwin
15,272
8,402
Andrew Walker
31,679
17,424
Giovanni Angelini
19,701
10,836
*
Mr. Adams did not receive 2022 PSUs.
2023 PSU Awards. Under the terms of the 2023 PSUs,
2024 represented the second year of the three-year
performance period. The 2023 PSUs are scheduled to vest
based on performance against (i) revenue growth goals,
measured on a constant currency basis and excluding
the impact of Argentina inflation and material acquisitions
and dispositions (weighted 50%), (ii) Consumer Services
adjusted revenue growth (based on all non-transactional
money transfer, measured on a constant currency basis
and excluding the impact of Argentina inflation) (weighted
25%), and (iii) operational efficiency (evaluated based
on cost savings) (weighted 25%), with a +/- TSR payout
modifier for TSR relative to the S&P 500 Index and subject
to a maximum payout of 200% of target. Based on 2024
performance, the Company experienced a decrease in
adjusted revenue of 3%, Consumer Services adjusted
revenue growth compared to the prior year of 15%, and
operational efficiency savings of $60M, resulting in 129%
of the portion of the 2023 PSUs attributable for the second
year of the three-year performance period becoming
eligible for vesting based on the NEO’s continued service
through February 2026.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 49
COMPENSATION DISCUSSION AND ANALYSIS
Other Elements of Compensation
To remain competitive with other employers and to attract, retain, and motivate highly talented executives and other employees,
we provide the benefits listed in the following table to our U.S.-based employees:
BENEFIT OR PERQUISITE
NAMED
EXECUTIVE
OFFICERS
OTHER
OFFICERS
AND KEY
EMPLOYEES
ALL FULL-TIME
AND REGULAR
PART-TIME
EMPLOYEES
401(k) Plan
✔
✔
✔
Supplemental Incentive Savings Plan (a nonqualified defined
contribution plan)
✔
✔
Severance and Change-in-Control Benefits (Double-Trigger)
✔
✔
✔
Health and Welfare Benefits
✔
✔
✔
Limited Perquisites
✔
✔
Severance and Change-in-Control Benefits. The Company has
an Executive Severance Policy for our executive officers. The
Executive Severance Policy helps accomplish the Company’s
compensation philosophy of attracting and retaining exemplary
talent. The Compensation Committee believes it is appropriate
to provide executives with the rewards and protections afforded
by the Executive Severance Policy. This policy reduces the need
to negotiate individual severance arrangements with departing
executives and protects our executives from termination for
circumstances not of their doing. The Committee also believes
the Executive Severance Policy promotes management
independence and helps retain, stabilize, and focus the
executive officers in the event of a change-in-control. In the
event of a change-in-control, the Executive Severance Policy’s
severance benefits are payable only upon a “double trigger.”
This means that severance benefits are triggered only when
an eligible executive is involuntarily terminated (other than
for cause, death, or disability), or terminates his or her own
employment voluntarily for “good reason” (including a material
reduction in title or position, reduction in base salary or bonus
opportunity or an increase in the executive’s commute to
his or her current principal working location of more than 50
miles without consent) within 24 months after the date of a
change-in-control. Severance benefits under this policy are
conditioned upon the executive executing an agreement and
release that includes, among other things, non-solicitation and
non-competition restrictive covenants and a release of claims
against the Company.
Our executive officers are also entitled to severance amounts
if required to comply with local law, with the amounts paid
under local law coordinated with and offsetting any amounts
payable under the Executive Severance Policy.
Please
see
the
“Executive
Compensation—Potential
Payments
Upon
Termination
or
Change-in-Control”
section of this Proxy Statement for further information
regarding the Executive Severance Policy, including the
treatment of awards upon qualifying termination events or a
change-in-control.
Employment
Arrangements.
The
Company
generally
executes an offer of employment before an executive joins
the Company. This offer describes the basic terms of the
executive’s employment, including his or her start date,
starting salary, annual incentive target and long-term incentive
award target. The terms of the executive’s employment are
based thereafter on sustained good performance rather than
contractual terms, and the Company’s policies, such as the
Executive Severance Policy, will apply as warranted.
Under certain circumstances, the Compensation Committee
recognizes that special arrangements with respect to an
executive’s employment may be necessary or desirable.
For example, Mr. Angelini and a subsidiary of the Company
are parties to an employment contract with respect to
Mr. Angelini’s employment with the Company. Employment
contracts are a competitive market practice in Italy where
Mr. Angelini resides, and the Compensation Committee
believes the terms of this contract are consistent with
those for similarly situated executives in Italy. The terms of
Mr. Angelini’s employment contract provide for (i) eligibility
to participate in an annual incentive program and long-
term incentive program and (ii) eligibility to participate in
retirement, health, and welfare benefit programs on the same
basis as similarly situated employees in this location. The
employment contract with Mr. Angelini also includes non-
competition, non-solicitation, and confidentiality provisions.
Retirement Savings Plans. The Company executives on
U.S. payroll are eligible for retirement benefits through a
qualified defined contribution 401(k) plan, the Incentive
Savings Plan, and a nonqualified defined contribution plan,
the Supplemental Incentive Savings Plan (“SISP”). The SISP
provides a vehicle for additional deferred compensation with
contributions from the Company. We maintain the Incentive
Savings Plan and the SISP to encourage our employees
to save some percentage of their cash compensation for
their eventual retirement. The Compensation Committee
believes that these types of savings plans are consistent with
competitive pay practices, and are an important element
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
50 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
in attracting and retaining talent in a competitive market.
Please see the 2024 Nonqualified Deferred Compensation
Table in the “Executive Compensation” section of this Proxy
Statement for further information regarding the Company’s
retirement savings plans.
Retention Arrangement. In October 2024, the Compensation
Committee granted Mr. Angelini a one-time retention award
in the form of RSUs with a grant date fair market value of
$150,000. Consistent with the design of the 2024 RSU awards,
this retention grant vests in one-third annual increments,
subject to Mr. Angelini’s continued service or as otherwise
provided for under the Company’s Executive Severance Policy
or the 2024 Long-Term Incentive Plan (the “2024 Plan”). This
grant was made in recognition of his service with respect to
the MEPA region for 2024.
Benefits and Perquisites. The Company’s global benefit
philosophy for employees, including executives, is to provide
a package of benefits consistent with local practices and
competitive within individual markets. While employed with
the Company, each of our NEOs participates in the health and
welfare benefit plans and fringe benefit programs generally
available to all other Company employees in the individual
market in which they are located.
The Company provided its NEOs with limited, yet
competitive perquisites and other personal benefits that
the Compensation Committee believes are consistent
with the Company’s philosophy of attracting and retaining
exemplary executive talent and, in some cases, such as the
annual physical examination, the Company provides such
personal benefits because the Compensation Committee
believes they are in the interests of the Company and its
stockholders. The Compensation Committee periodically
reviews the levels of perquisites and other personal benefits
provided to NEOs.
Based on a comprehensive security assessment conducted by
an independent security firm, the Board of Directors advised
Mr. McGranahan to utilize the Company’s leased aircraft for
personal travel at the Company’s expense. The Company
believes that the costs of this aircraft use are appropriate and
necessary based on its security assessment. Occasionally,
Mr. McGranahan’s spouse or other guests accompanied him
on corporate aircraft when the aircraft was already scheduled
for business purposes and could accommodate additional
passengers. In certain of those cases, there was no additional
aggregate incremental cost to the Company and, as a result, no
amount is reflected with respect to those cases in the “2024 All
Other Compensation Table.”
Stock Ownership Guidelines
To align our executives’ interests with those of our stockholders
and to assure that our executives own meaningful levels of
Company stock throughout their tenures with the Company,
the Compensation Committee established stock ownership
guidelines that require each of the NEOs to own shares of the
Company’s common stock worth a specified multiple of base
salary. Under the stock ownership guidelines, the executives
must retain, until the required ownership guideline levels
have been achieved and thereafter if required to maintain the
required ownership levels, at least 50% of after-tax shares
resulting from the vesting of RSUs, including PSUs. The
chart below shows the salary multiple guidelines and the
equity holdings that count towards the requirement as of the
Record Date.
EXECUTIVE
GUIDELINE
STATUS
Devin McGranahan
6x salary
Meets guideline
Matt Cagwin
3x salary
Meets guideline
Andrew Walker
3x salary
Must hold 50% of after-tax shares until guideline is met
Benjamin Adams
3x salary
Must hold 50% of after-tax shares until guideline is met
Giovanni Angelini
3x salary
Meets guideline
WHAT COUNTS TOWARD
THE GUIDELINE
WHAT DOES NOT COUNT
TOWARD THE GUIDELINE
✔ Company securities owned personally
✘ Stock options
✔ Shares held in any Company benefit plan
✘ PSUs
✔ After-tax value of service-based restricted stock awards and RSUs
Clawback Policies
The Company maintains two clawback policies to which the
NEOs are subject. Under the Company’s Dodd-Frank Policy,
the Company is required in certain situations to recoup
incentive compensation paid or payable to certain current or
former executive officers of the Company, including the NEOs,
in the event of an accounting restatement. The Company
also maintains the Misconduct Clawback Policy, under which
the Company may, in its discretion and subject to applicable
law, “clawback” incentive compensation (including time-
based equity awards) paid to certain officers of the Company
if such officer engaged in detrimental conduct, as defined
in the clawback policy, or if the executive officer engaged in
conduct that is determined to have directly contributed to
material compliance failures.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 51
EXECUTIVE COMPENSATION
The following table contains compensation information for our NEOs for the year ended December 31, 2024 and, to the extent
required under the SEC executive compensation disclosure rules, the years ended December 31, 2023 and December 31, 2022.
2024 SUMMARY COMPENSATION TABLE
NAME AND
PRINCIPAL
POSITION
YEAR
SALARY
($000)(1)
BONUS
($000)(2)
STOCK
AWARDS
($000)(3)
OPTION
AWARDS
($000)(3)
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($000)(4)
CHANGE IN
PENSION VALUE
AND
NON-QUALIFIED
DEFERRED
COMPENSATION
EARNINGS
($000)
ALL OTHER
COMPENSATION
($000)(5)
TOTAL
($000)
Devin McGranahan
President and
Chief Executive
Officer
2024 1,000.0 —
6,802.8
3,400.0
1,890.0
—
179.9
13,272.7
2023 1,000.0 —
5,033.4
1,900.0
1,870.0
—
163.5
9,966.9
2022 1,000.0 —
3,407.1
1,600.0
986.0
—
248.6
7,241.7
Matt Cagwin
Executive Vice
President, Chief
Financial Officer
2024 566.7
—
1,616.4
475.0
621.0
—
49.4
3,328.5
2023 525.6
—
1,386.9
—
635.3
—
193.2
2,741.0
2022 234.5
—
1,091.5
—
56.4
—
118.8
1,501.2
Andrew Walker
Executive Vice
President, Chief
Operations
Officer
2024 550.0
—
1,030.7
—
454.4
—
34.9
2,070.0
2023 550.0
—
876.8
—
490.1
—
21.4
1,938.3
2022 N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Benjamin Adams
Executive Vice
President, Chief
Legal Officer
2024 450.0
—
760.4
212.0
449.6
—
113.1
1,985.1
2023 450.0
—
797.6
—
423.2
—
128.7
1,799.5
2022 262.5
—
1,500.0
—
234.9
—
61.0
2,058.4
Giovanni Angelini(6)
President, Europe,
Africa, MEPA
2024 450.6
50.0
868.3
200.0
589.3
—
30.5
2,188.7
2023 440.3
50.0
602.8
—
535.2
—
29.7
1,658.0
2022 N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Footnotes:
(1)
Except with respect to salary adjustments in connection with promotions (or, in the case of Mr. Angelini, base salary increases in accordance
with the local collective bargaining agreement to which he and similarly situated employees are subject), any salary adjustments are effective
as of March of each reporting year.
(2)
The amount reported in this column for Mr. Angelini for 2024 represents the second and final installment of a $100,000 cash retention award,
which was paid in January 2024.
(3)
The amounts reported in these columns for 2024 represent equity grants to the NEOs under the 2015 Plan or 2024 Plan, as applicable. The
amounts reported in these columns are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic
718. The amounts included in the Stock Awards column for the PSUs granted during 2024 are calculated based on the probable satisfaction
of the performance conditions for such awards as of the date of grant. In accordance with FASB ASC Topic 718, the amount reported for 2024
is based on one-third of the full number of shares subject to the 2022, 2023 and 2024 PSUs for which the target financial performance goals
were established in 2024. Assuming the highest level of performance is achieved for the 2022, 2023 and 2024 PSUs, the maximum value for
the portion of the 2022, 2023 and 2024 PSUs reflected as 2024 compensation in this column under FASB ASC Topic 718 would be as follows
($000): Mr. McGranahan - $9,805.6; Mr. Cagwin - $1,807.8; Mr. Walker - $1,181.4; Mr. Adams - $884.8; and Mr. Angelini - $836.6. Dividend
equivalents with respect to the 2024 PSUs and 2024 RSUs will be paid to the extent the underlying PSUs and RSUs are earned. See Note 15 to
the Consolidated Financial Statements included in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023 and 2022,
respectively, for a discussion on the relevant assumptions used in calculating the amounts reported for the applicable year.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
52 | The Western Union Company
(4)
For 2024, the amounts reflect the actual cash bonus received under the Annual Incentive Plan.
(5)
Amounts included in this column for 2024 are set forth by category in the 2024 All Other Compensation Table below.
(6)
Mr. Angelini’s salary was determined in U.S. dollars and paid to or on behalf of Mr. Angelini in euros based on the conversion rate in effect at the
time of the determination. For purposes of this table, the actual salary and all other compensation paid in euros to or on behalf of Mr. Angelini
during 2024 have been converted to U.S. dollars based on a conversion rate of 1.0449.
2024 ALL OTHER COMPENSATION TABLE
NAME
PERQUISITES
& OTHER
PERSONAL
BENEFITS
($000)(1)
TAX
REIMBURSEMENTS
($000)(2)
COMPANY
CONTRIBUTIONS
TO DEFINED
CONTRIBUTION
PLANS
($000)(3)
INSURANCE
PREMIUMS
($000)
TOTAL
($000)
Devin McGranahan
60.2
—
114.8
4.9
179.9
Matt Cagwin
—
—
48.1
1.3
49.4
Andrew Walker
—
—
32.3
2.6
34.9
Benjamin Adams
56.3
25.5
30.2
1.1
113.1
Giovanni Angelini
22.7
—
—
7.8
30.5
Footnotes:
(1)
Amounts shown in this column for the NEOs consist of the following:
•
For Mr. McGranahan, includes the incremental cost or valuation of personal jet usage ($60.2). Based on a comprehensive security assessment
conducted by an independent security firm, the Board advised Mr. McGranahan to utilize the Company’s leased aircraft for personal travel at
the Company’s expense. Those personal travel expenses reported in this column were valued on the basis of the aggregate incremental cost
to the Company and represent the amount accrued for payment or paid directly to the third-party vendor from which the Company leases
corporate aircraft.
•
For Mr. Adams, the amounts in this column include a commuter allowance ($35.6) and temporary housing provided by the Company. The
incremental cost associated with the expenses were valued on the amount reimbursed directly to Mr. Adams.
•
For Mr. Angelini, consists of a car allowance.
(2)
Amounts shown in this column represent tax reimbursements paid to the NEOs with respect to relocation expenses.
(3)
Amounts shown in this column represent contributions made by the Company on behalf of each of the NEOs, except for Mr. Angelini, to the
Company’s Incentive Savings Plan and/or the SISP.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
2025 Proxy Statement | 53
The following table summarizes awards made to our NEOs in 2024.
2024 GRANTS OF PLAN-BASED AWARDS TABLE
NAME
GRANT
DATE
APPROVAL
DATE
ESTIMATED
POSSIBLE
PAYOUTS UNDER
NON-EQUITY
INCENTIVE PLAN
AWARDS(1)
ESTIMATED FUTURE
PAYOUTS UNDER EQUITY
INCENTIVE PLAN AWARDS(2)
ALL
OTHER
STOCK
AWARDS:
NUMBER
OF SHARES
OF STOCK
OR UNITS
(#)(3)
ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
(#)(4)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/Sh)
GRANT
DATE FAIR
VALUE OF
STOCK
AND
OPTION
AWARDS
($000)(5)
TARGET
($000)
MAXIMUM
($000)
THRESHOLD
(#)
TARGET
(#)
MAXIMUM
(#)
Devin
McGranahan
1,800.0
3,600.0
2/26/2024 2/24/2022
42,965
85,929
171,858
971.0
2/26/2024 2/23/2023
71,590
143,181
286,362
1,825.5
2/26/2024 2/21/2024
74,219
148,438
296,876
2,106.3
2/26/2024 2/21/2024
148,438
1,900.0
2/26/2024 2/21/2024
1,283,784
12.80
1,900.0
2/26/2024 2/21/2024
1,013,514
12.80
1,500.0
Matt Cagwin
575.0
1,150.0
2/26/2024 8/1/2022
2,546
5,091
10,182
57.5
2/26/2024 2/22/2023
15,986
31,971
63,942
407.6
2/26/2024 2/21/2024
15,463
30,925
61,848
438.8
2/26/2024 2/21/2024
55,665
712.5
2/26/2024 2/21/2024
320,946
12.80
475.0
Andrew
Walker
495.0
990.0
2/26/2024 3/16/2022
5,280
10,560
21,120
119.3
2/26/2024 2/22/2023
8,922
17,844
35,688
227.5
2/26/2024 2/21/2024
8,594
17,188
34,376
243.9
2/26/2024 2/21/2024
34,375
440.0
Benjamin
Adams
405.0
810.0
2/26/2024 2/22/2023
9,666
19,331
38,662
246.5
2/26/2024 2/21/2024
6,902
13,803
27,606
195.9
2/26/2024 2/21/2024
24,844
318.0
2/26/2024 2/21/2024
143,244
12.80
212.0
Giovanni
Angelini
454.7
909.4
2/26/2024 2/23/2022
3,284
6,567
13,134
74.2
2/26/2024 2/22/2023
6,246
12,491
24,982
159.3
2/26/2024 2/21/2024
6,511
13,021
26,042
184.8
2/26/2024 2/21/2024
23,438
300.0
10/2/2024 10/1/2024
12,669
150.0
2/26/2024 2/21/2024
135,136
12.80
200.0
Footnotes:
(1)
These amounts consist of the target and maximum cash award levels set in 2024 under the Annual Incentive Plan. The amount actually
paid to each NEO is included in the Non-Equity Incentive Plan Compensation column in the 2024 Summary Compensation Table. Please see
“Compensation Discussion and Analysis” for further information regarding the Annual Incentive Plan.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
54 | The Western Union Company
(2)
These amounts represent the threshold, target and maximum PSUs granted under the 2015 Plan. As noted above, with respect to the 2022,
2023 and 2024 PSUs, the Compensation Committee establishes annual performance goals for each year of the three-year performance
period at the beginning of each applicable year during the performance period. In accordance with FASB ASC Topic 718, reported in this
table is one-third of the full number of shares subject to the 2022, 2023 and 2024 PSUs for which target financial performance goals were
established in 2024. The 2022 PSUs vested or are generally scheduled to vest in the case of Mr. Angelini, on February 23, 2025, in the case of
Mr. McGranahan, February 24, 2025, in the case of Mr. Walker, April 18, 2025, and in the case of Mr. Cagwin, August 5, 2025), the 2023 PSUs
are generally scheduled to vest on February 22, 2026 (or, in the case of Mr. McGranahan, February 23, 2026), and the 2024 PSUs are generally
scheduled to vest on February 26, 2027, each subject to the achievement of financial performance metrics during the relevant performance
period, and a payout modifier (ranging from 75% to 125%) for our TSR performance over the three-year performance periods. To determine
vesting level for the 2022, 2023, and 2024 PSUs, financial results for the three-year performance period will be averaged and then multiplied
by the TSR payout modifier. The PSU award includes cash dividend equivalent rights entitling the recipient to cash dividend equivalents for
dividends paid with respect to Company common stock subject to the award during the PSU vesting period. The cash dividend equivalents are
subject to the same vesting conditions as the underlying PSUs.
(3)
These amounts represent RSUs granted under the 2015 Plan or the 2024 Plan, as applicable, to the NEOs and which vest in three substantially
equal installments on the first, second and third anniversaries of the grant date, provided that the executive is still employed by the Company
on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the applicable Long-Term Incentive Plan or the
underlying equity award agreement. Please see “Compensation Discussion and Analysis” for further information regarding these RSU grants.
Each RSU award includes cash dividend equivalent rights entitling the recipient to cash dividend equivalents for dividends paid with respect
to the Company common stock subject to the award during the RSU vesting period. The cash dividend equivalents are subject to the same
vesting conditions as the underlying RSUs.
(4)
This amount represents stock options granted under the 2015 Plan to Messrs. McGranahan, Cagwin, Adams, and Angelini. These options were
granted subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant, in each case, provided
that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance
Policy, the 2015 Plan or the underlying equity award agreement. Please see “Compensation Discussion and Analysis” for further information
regarding these awards.
(5)
The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
In the case of the PSUs, in accordance with FASB ASC Topic 718, the aggregate grant date fair value computed for the 2022, 2023, and 2024
PSUs is based on one-third of the full number of shares subject to the applicable award for which target financial performance goals were
established in 2024. The remaining portion of the 2023 PSUs and 2024 PSUs that will be linked to goals for subsequent years will be reported
in the Grants of Plan-Based Awards Table for those years in which the goals are established. See Note 15 to the Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions
used in calculating the amounts.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
2025 Proxy Statement | 55
2024 OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END TABLE
OPTION AWARDS
STOCK AWARDS
NAME
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE
OPTION
EXERCISE
PRICE ($)
OPTION
EXPIRATION
DATE
NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED (#)
MARKET
VALUE OF
SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
($000)(1)
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED (#)
EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET
OR PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED
($000)(1)
Devin
McGranahan
2,297,298(2)
12.80
2/26/2034
148,438(7)
1,573.4
227,272
681,819(3)
13.27
2/23/2033
95,454(8)
1,011.8
230,548
230,548(4)
18.62
2/24/2032
28,644(12)
303.6
1,612,378
537,460(5)
17.70
12/27/2031
141,784(13)
1,502.9
148,438(14)
1,573.4
572,722(15)
6,070.9
Matt Cagwin
320,946(2)
12.80
2/26/2034
55,665(7)
590.0
42,628(8)
451.9
20,363(10)
215.8
8,402(13)
89.1
30,925(14)
327.8
127,882(15)
1,355.5
Andrew
Walker
34,375(7)
364.4
23,792(8)
252.2
7,040(9)
74.6
17,424(13)
184.7
17,188(14)
182.2
71,376(15)
756.6
Benjamin
Adams
143,244(2)
12.80
2/26/2034
24,844(7)
263.3
25,775(8)
273.2
27,965(11)
296.4
13,803(14)
146.3
77,324(15)
819.6
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
56 | The Western Union Company
EXECUTIVE COMPENSATION
OPTION AWARDS
STOCK AWARDS
NAME
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE
OPTION
EXERCISE
PRICE ($)
OPTION
EXPIRATION
DATE
NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED (#)
MARKET
VALUE OF
SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
($000)(1)
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED (#)
EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET
OR PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED
($000)(1)
Giovanni
Angelini
135,136(2)
12.80
2/26/2034
23,438(7)
248.4
12,669(6)
134.3
16,655(8)
176.5
4,378(12)
46.4
10,836(13)
114.9
13,021(14)
138.0
49,964(15)
529.6
Footnotes:
(1)
The market value of shares or units of stock that have not vested reflects the closing stock price of $10.60 per share on December 31, 2024.
(2)
These options were granted on February 26, 2024, subject to vesting in 25% increments on each of the first through fourth year anniversaries
of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for
pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement.
(3)
These options were awarded on February 23, 2023, subject to vesting in 25% increments on each of the first through fourth year anniversaries
of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for
pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement.
(4)
These options were awarded on February 24, 2022, subject to vesting in 25% increments on each of the first through fourth year anniversaries
of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for
pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement.
(5)
These options were awarded on December 27, 2021, subject to vesting in 25% increments on each of the first through fourth year anniversaries
of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for
pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement.
(6)
Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant
date commencing on October 2, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise
provided for pursuant to the Executive Severance Policy, the 2024 Plan or the equity award agreement.
(7)
Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant
date commencing on February 26, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise
provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement.
(8)
Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant
date commencing on February 22, 2023 (or, in the case of Mr. McGranahan, February 23, 2023); provided that the executive is still employed
by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity
award agreement.
(9)
Represents RSUs that were awarded on April 18, 2022, which vest in three substantially equal installments on the first, second and third
anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise
provided for pursuant to the 2015 Plan or the equity award agreement.
(10)
Represents RSUs that were awarded on August 5, 2022, which vest in three substantially equal installments on the first, second and third
anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise
provided for pursuant to the 2015 Plan or the equity award agreement.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 57
EXECUTIVE COMPENSATION
(11)
Represents RSUs that were awarded on June 1, 2022, which vest in three substantially equal installments on the first, second and third
anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise
provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement.
(12)
Represents RSUs that vested on February 23, 2025 (or February 24, 2025 in the case of Mr. McGranahan).
(13)
Represents PSUs that vested on February 23, 2025, or, in the case of Mr. McGranahan, February 24, 2025, or, in the case of Mr. Cagwin, will
vest on August 5, 2025, or in the case of Mr. Walker, will vest on April 18, 2025, provided that he is still employed by the Company on the
applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan and the applicable equity award
agreement, in each case, based on the Company’s revenue and operating margin performance, measured annually during the 2022-2024
performance period.
(14)
Based on financial performance target attainment through 2024, the first tranche of the PSUs granted in 2024 which are scheduled to vest
on February 26, 2027 are reported based on the achievement of target performance level. Additionally, excluded from this table are 296,875,
61,849, 34,375, 27,604 and 26,042 PSUs (at target) for Mr. McGranahan, Mr. Cagwin, Mr. Walker, Mr. Adams, and Mr. Angelini, respectively, with
respect to the portion of the 2024 PSUs associated with performance goals to be established in 2025 and 2026. To determine vesting level for
the 2024 PSUs, results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier.
(15)
Based on financial performance target attainment through 2024, the first and second tranches of the PSUs granted in 2023 which are
scheduled to vest on February 22, 2026 (or, in the case of Mr. McGranahan, February 23, 2026) are reported based on the achievement of
the maximum performance level. Additionally, excluded from this table are 143,180, 31,970, 17,844, 19,331 and 12,491 PSUs (at target) for
Mr. McGranahan, Mr. Cagwin, Mr. Walker, Mr. Adams, and Mr. Angelini, respectively, with respect to the portion of the 2023 PSUs associated
with performance goals to be established in 2025. To determine vesting level for the 2023 PSUs, results for the three-year performance period
will be averaged and then multiplied by the TSR payout modifier.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
58 | The Western Union Company
The following table provides information concerning the exercise of stock options and vesting of stock awards during 2024 for
each of the NEOs.
2024 OPTION EXERCISES AND STOCK VESTED TABLE
NAME
OPTION AWARDS
STOCK AWARDS
NUMBER OF
SHARES
ACQUIRED ON
EXERCISE
(#)
VALUE
REALIZED
ON
EXERCISE
($000)
NUMBER OF
SHARES
ACQUIRED ON
VESTING
(#)
VALUE
REALIZED
ON VESTING
($000)
Devin McGranahan
—
—
76,370
989.8
Matt Cagwin
—
—
41,676
507.1
Andrew Walker
—
—
18,936
245.1
Benjamin Adams
—
—
40,851
524.8
Giovanni Angelini
—
—
51,653
677.4
The following table provides information regarding compensation that has been deferred by our NEOs pursuant to the terms
of our SISP.
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
NAME
EXECUTIVE
CONTRIBUTIONS
IN LAST FY
($000)(1)
REGISTRANT
CONTRIBUTIONS
IN LAST FY
($000)(2)
AGGREGATE
EARNINGS/
(LOSS)
IN LAST FY
($000)
AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
($000)
AGGREGATE
BALANCE
AT LAST
FYE
($000)(3)
Devin McGranahan
237.0
101.0
159.6
—
946.7
Matt Cagwin
649.9
34.3
94.4
—
1,050.3
Andrew Walker
27.5
18.5
3.3
—
49.4
Benjamin Adams
24.1
16.4
1.0
—
41.5
Giovanni Angelini
—
—
—
—
—
Footnotes:
(1)
These amounts represent deferrals of the NEO’s salary and compensation received under the Annual Incentive Plan and are included in the
“Salary” and “Non-Equity Incentive Plan Compensation” columns in the 2024 Summary Compensation Table.
(2)
These amounts are included in the “All Other Compensation” column in the 2024 Summary Compensation Table.
(3)
Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation
for 2022 (in $000): Mr. McGranahan - $90.0; Mr. Cagwin - $56.4 and for 2023 (in $000): Mr. McGranahan - $214.8; Mr. Cagwin - $183.7.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
2025 Proxy Statement | 59
INCENTIVE SAVINGS PLAN
We maintain a defined contribution retirement plan (the
“Incentive Savings Plan” or “ISP”) for our employees on
United States payroll, including each of our NEOs other
than Mr. Angelini. The ISP is structured with the intention
of qualifying under Section 401(a) of the Internal Revenue
Code. Under the ISP, participants are permitted to make
contributions up to the maximum allowable amount under
the Internal Revenue Code. For 2024, each participating NEO
was eligible to receive a Company contribution equal to 4% of
his or her eligible compensation.
SUPPLEMENTAL INCENTIVE SAVINGS PLAN
We maintain a nonqualified supplemental incentive savings
plan, the SISP, for certain of our employees on U.S. payroll,
including each of our NEOs other than Mr. Angelini. Under
the SISP, participants may defer up to 80% of their salaries,
including commissions and incentive compensation (other
than annual bonuses), and may make a separate election
to defer up to 80% of any annual bonuses and up to 100%
of any performance-based cash awards they may earn.
The SISP also provides participants the opportunity to
receive credits for matching contributions equal to the
difference between the Company contributions that
a participant could receive under the ISP but for the
contribution and compensation limitations imposed by the
Internal Revenue Code, and the Company contributions
allowable to the participant under the ISP. Participants
are generally permitted to choose from among the mutual
funds available for investment under the ISP for purposes
of determining the imputed earnings, gains, and losses
applicable to their SISP accounts. The SISP is unfunded.
Participants may specify the timing of the payment of their
accounts by choosing either a specified payment date or
electing payment upon separation from service (or a date
up to five years following separation from service), and in
either case may elect to receive their accounts in a lump
sum or in annual or quarterly installments over a period of
up to ten years. With respect to each year’s contributions
and imputed earnings, the participant may make a
separate distribution election. Subject to the requirements
of Section 409A of the Internal Revenue Code, applicable
Internal Revenue Service guidance, and the terms of the
SISP, participants may receive an early payment in the
event of a severe financial hardship and may make an
election to delay the timing of their scheduled payment by
a minimum of five years.
POTENTIAL PAYMENTS UPON TERMINATION
OR CHANGE-IN-CONTROL
EXECUTIVE SEVERANCE POLICY
In 2024, we maintained the Executive Severance Policy
for the payment of certain benefits to senior executives,
including each of our NEOs, upon termination of employment
from the Company and upon a change in control of the
Company. Under the Executive Severance Policy, an eligible
executive will become eligible for benefits if (i) prior to a
change-in-control or more than 24 months following a
change-in-control, he or she is involuntarily terminated by
the Company other than on account of death or disability
or for cause, or (ii) on or within 24 months after a change-
in-control, he or she is involuntarily terminated by the
Company other than on account of death or disability or for
cause, or he or she terminates employment voluntarily for
“good reason” (which may arise from a material reduction
in title or position, reduction in base salary or bonus
opportunity or an increase in the executive’s commute to
his or her current principal working location of more than
50 miles without consent). Under the Executive Severance
Policy, a change-in-control is generally defined to include:
• The acquisition by a person or entity of 35% or more of either
the outstanding shares of the Company or the combined
voting power of such shares, with certain exceptions;
• An unapproved change in a majority of the Board members
within a 24-month period; and
• Certain
corporate
restructurings,
including
certain
mergers, dissolution and liquidation.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
60 | The Western Union Company
EXECUTIVE COMPENSATION
The
Executive
Severance
Policy
provided
for
the
following severance and change-in-control benefits as of
December 31, 2024:
• A lump sum severance payment equal to the eligible
executive’s base salary as of their termination date (or, if
applicable, the base salary in effect prior to a reduction
under
circumstances
constituting
good
reason)
multiplied by 1.0 (or, in the case of the CEO, 1.5), provided
that in the case of an eligible executive who, as of their
termination date, has been employed by the Company
for six months or less, the amount of severance pay
otherwise payable to such individual will be reduced to an
amount equal to 0.5 multiplied by the eligible executive’s
base severance pay. However, in the event of a change-
in-control termination, the eligible executive will be
entitled to receive an amount equal to 2.0 multiplied by
the sum of the eligible executive’s base salary plus the
eligible executive’s target bonus for the year in which the
termination date occurs.
• A cash payment equal to the bonus which would have
been paid to the eligible executive under the Annual
Incentive Plan for the year in which the termination
occurs, based on actual performance during such year
and prorated based on number of days the eligible
executive was employed during such year. No bonus
will be payable unless the Compensation Committee
certifies that the performance goals under the Annual
Incentive Plan have been achieved for the year in which
the termination occurs (except for eligible terminations
following a change-in-control).
• A lump sum payment for medical and dental coverage
equal to: (i) up to $18,000 for the CEO; (ii) up to $12,000 for
all other eligible executives if they have been employed for
more than six months; and (iii) up to $6,000 for all other
eligible executives if they have been employed by the
Company for six months or less.
• Outplacement benefits.
• With respect to awards made pursuant to the Company’s
applicable Long-Term Incentive Plan, if an eligible
executive is involuntarily terminated without cause and no
change-in-control has occurred, awards granted pursuant
to our Long-Term Incentive Plan generally will vest on
a prorated basis based on the period served during the
vesting period.
• With respect to awards made pursuant to the Company’s
applicable Long-Term Incentive Plan, if an eligible executive
experiences a qualifying termination of employment
during the 24 month period following a change-in-control,
then all time-vested awards will become fully vested
and exercisable as of such termination date, and all
performance-vested awards will become fully vested and
exercisable effective as of the termination date based on
the greater of target or actual performance (as estimated
based on performance through the termination date).
• Any benefits triggered by a change-in-control are subject
to an automatic reduction to avoid the imposition of excise
taxes under Section 4999 of the Internal Revenue Code in
the event such reduction would result in a better after-tax
result for the executive.
The provision of severance benefits under the Executive
Severance Policy is conditioned upon the executive
executing an agreement and release which includes,
among other things, non-competition and non-solicitation
restrictive covenants, as well as a release of claims against
the Company. These restrictive covenants vary in duration,
but generally do not exceed two years.
Additionally, as noted earlier, Mr. Angelini is subject to an
employment agreement. Under the terms of this agreement,
upon an involuntary termination of employment, Mr. Angelini
is required to receive any notice period required by applicable
law or by the provisions of the National Collective Bargaining
for executives of the Trade Sector in Italy or, to the extent
permissible, to receive an indemnity in lieu of notice.
Mr. Angelini’s employment agreement further provides
that in the event of his termination of employment, then for
six months following this termination, he will be entitled to
receive an indemnity equal to 30% of one month of base
salary per month, provided that he complies with certain
non-competition covenants set forth in his employment
agreement during this period. Thirty percent (30%) of this
indemnity is payable upon Mr. Angelini’s termination of
employment, with the remainder payable upon the expiration
of the six-month period.
For each of the NEOs, we have quantified the potential
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, 2024.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
2025 Proxy Statement | 61
PAYMENTS UPON TERMINATION OR
CHANGE-IN-CONTROL TABLES
TERMINATION FOLLOWING A CHANGE-IN-CONTROL(1)
NAME
SEVERANCE
($000)(2)
WELFARE
BENEFITS
($000)(3)
LONG-TERM INCENTIVES(4)
DEU
ACCRUAL
($000)
TOTAL
($000)
STOCK
OPTIONS
($000)
PSUs
($000)
RSUs
($000)
Devin McGranahan
7,490.0
18.0
—
10,776.3
2,888.8
2,025.7
23,198.8
Matt Cagwin
2,921.0
12.0
—
2,089.2
1,257.7
467.5
6,747.4
Andrew Walker
2,544.4
12.0
—
1,298.7
691.2
289.2
4,835.5
Benjamin Adams
2,159.6
12.0
—
1,053.6
832.9
292.2
4,350.3
Giovanni Angelini
2,650.6
—
—
926.2
605.6
206.6
4,389.0
INVOLUNTARY TERMINATION OTHER THAN FOR DEATH, DISABILITY, OR CAUSE
NAME
SEVERANCE
($000)(2)
WELFARE
BENEFITS
($000)(3)
LONG-TERM INCENTIVES(4)
DEU
ACCRUAL
($000)
TOTAL
($000)
STOCK
OPTIONS
($000)
PSUs
($000)
RSUs
($000)
Devin McGranahan
3,390.0
18.0
—
4,237.4
689.5
1,023.3
9,358.2
Matt Cagwin
1,196.0
12.0
—
700.3
281.1
181.0
2,370.4
Andrew Walker
1,004.4
12.0
—
517.5
160.5
134.8
1,829.2
Benjamin Adams
899.6
12.0
—
380.3
290.0
130.3
1,712.2
Giovanni Angelini
1,150.6
—
—
354.9
115.1
96.6
1,717.2
DEATH OR DISABILITY
NAME
SEVERANCE
($000)
WELFARE
BENEFITS
($000)
LONG-TERM INCENTIVES(4)
DEU
ACCRUAL
($000)
TOTAL
($000)
STOCK
OPTIONS
($000)
PSUs
($000)
RSUs
($000)
Devin McGranahan
—
—
—
10,776.3
2,888.8
2,025.7
15,690.8
Matt Cagwin
—
—
—
2,089.1
1,257.7
467.5
3,814.3
Andrew Walker
—
—
—
1,298.7
691.2
289.2
2,279.1
Benjamin Adams
—
—
—
1,053.6
832.9
292.2
2,178.7
Giovanni Angelini
—
—
—
926.2
605.6
206.6
1,738.4
RETIREMENT(5)
NAME
SEVERANCE
($000)
WELFARE
BENEFITS
($000)
LONG-TERM INCENTIVES(4)
DEU
ACCRUAL
($000)
TOTAL
($000)
STOCK
OPTIONS
($000)
PSUs
($000)
RSUs
($000)
Giovanni Angelini
—
—
—
477.3
319.4
117.7
914.4
Footnotes:
(1)
Under the Executive Severance Policy, an eligible executive will become entitled to severance benefits if he or she is involuntarily terminated by
the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily for good reason within
24 months after the date of the change-in-control.
(2)
In accordance with the Executive Severance Policy, amounts in this column represent severance payments equal to (i) in the case of a
qualifying termination where no change-in-control has occurred, the NEO’s base salary as of December 31, 2024 multiplied by 1.0 (or, in the
case of Mr. McGranahan, 1.5), plus a prorated portion of the NEO’s bonus for 2024 based on actual performance, and (ii) in the case of a
qualifying termination during the 24 month period following a change-in-control, a multiple of 2.0 times the sum of the NEO’s base salary as
of December 31, 2024 and the NEO’s target bonus for 2024, plus a prorated portion of the NEO’s bonus for 2024 based on actual performance.
This amount also includes, for Mr. Angelini, an amount equal to 15% of Mr. Angelini’s base salary as of December 31, 2024, representing the
amount to which he would be entitled for complying with the non-competition covenants under his employment agreement for six months
following his termination of employment.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
62 | The Western Union Company
(3)
Amounts in this column represent a lump sum cash payment for each of the NEOs based upon the health and dental coverage in which each
such individual was enrolled as of December 31, 2024.
(4)
Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a change-in-control calculated in
accordance with the Executive Severance Policy and the applicable 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 of $10.60 per share on December 31, 2024 by the number
of unvested RSUs or, in the case of PSUs, by the number of shares to be awarded based on target achievement. In the case of option awards,
the equity value was determined by multiplying (i) the spread between the exercise price and the closing stock price of $10.60 per share on
December 31, 2024 and (ii) the number of unvested option shares that would vest following a qualifying termination or termination due to
death or disability. The calculation with respect to unvested long-term incentive awards reflects the following additional assumptions under
the Executive Severance Policy and the applicable Long-Term Incentive Plan:
EVENT
STOCK OPTIONS**
RSUs
PSUs
Change-in-control and
qualifying termination
within subsequent
24-month period
Accelerate
Accelerate
Accrued dividend equivalents
would be distributed on
accelerated RSUs.
Accelerated vesting and award is
payable to the extent earned based
on the greater of (i) target and
(ii) actual performance results
Accrued dividend equivalents
would be distributed on
accelerated PSUs.
Change-in-control (without
termination of employment)
Vesting continues under
normal terms
Vesting continues under
normal terms
Vesting continues under
normal terms
Involuntary termination
without cause (outside the
24-month period following a
change-in-control)*
*If the NEO would satisfy
the age and service
requirements for retirement,
then the NEO would receive
retirement vesting under
this termination scenario.
Prorated vesting by grant
based on period served
during vesting period
Prorated vesting by grant based
on period served during vesting
period; if termination occurs prior
to the one-year anniversary of
the grant date, the awards
are forfeited
Accrued dividend equivalents
would be distributed on
accelerated RSUs.
Prorated vesting by grant based
on actual performance results
and period served during vesting
period; if termination occurs prior
to the one-year anniversary of
the grant date, the awards
are forfeited.
Accrued dividend equivalents
would be distributed on
accelerated PSUs.
Death or disability
Accelerate
Accelerate
Accrued dividend equivalents
would be distributed on
accelerated RSUs.
Accelerated vesting and award
is payable to the extent
earned based on actual
performance results
Accrued dividend equivalents
would be distributed on
accelerated PSUs.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
2025 Proxy Statement | 63
EVENT
STOCK OPTIONS**
RSUs
PSUs
Retirement
Prorated vesting by grant
based on period served
during vesting period, with
an exercise period equal
to the earlier of (i) two
years post-termination
(three years, in the case of
the CEO if termination is a
severance-eligible event)
and (ii) the expiration date.
Grants after May 17,
2024 will continue to vest
during the remaining
vesting period, provided
the NEO notifies the
Company of the NEO’s
retirement at least six
months prior to the
retirement date.
Prorated vesting by grant
based on period served during
vesting period.
Accrued dividend equivalents
would be distributed on
accelerated RSUs.
Grants after May 17, 2024
will continue to vest during
the remaining vesting period,
provided the NEO notifies the
Company of the NEO’s retirement
at least six months prior to the
retirement date.
Prorated vesting by grant based
on actual performance results
and period served during
vesting period.
Accrued dividend equivalents
would be distributed on
accelerated PSUs.
Grants after May 17, 2024,
will continue to vest during
the remaining vesting period
provided the NEO notifies the
Company of the NEO’s retirement
at least six months prior to the
retirement date.
**
The new hire stock option award for Mr. McGranahan provides for accelerated vesting in the event of a termination by the Company other
than for cause or by Mr. McGranahan for good reason or in the event of a change in control in which the award is not assumed by the
surviving company.
(5)
As of December 31, 2024, Mr. Angelini was the only NEO eligible for retirement treatment under his equity incentive awards. For the purpose
of these calculations, we have assumed that Mr. Angelini provided at least six months’ notice of his hypothetical retirement on December 31,
2024, as a result of which any unvested RSUs granted to him after May 17, 2024 would receive full vesting continuation upon such retirement.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
EXECUTIVE COMPENSATION
64 | The Western Union Company
RISK MANAGEMENT AND COMPENSATION
Appropriately incentivizing behaviors which foster the
best interests of the Company and its stockholders is
an essential part of the compensation-setting process.
The Company believes that risk-taking is necessary for
continued innovation and growth, but that risks should be
encouraged within parameters that are appropriate for the
long-term health and sustainability of the business. As
part of its compensation setting process, the Company
evaluates the merits of its compensation programs
through a comprehensive review of its compensation
policies and programs to determine whether they
encourage unnecessary or inappropriate risk-taking by
the Company’s executives and employees below the
executive level. Based on this review, the Company has
concluded that the risks arising from its compensation
programs are not reasonably likely to have a material
adverse effect on the Company.
Management
and
the
independent
compensation
consultant
review
the
Company’s
compensation
programs,
including
the
broad-based
employee
programs and the programs tied to the performance of
individual business units. The team maps the level of
“enterprise” risk for each business area, as established
through the Company’s enterprise risk management
oversight process, with the level of compensation risk
for the associated incentive programs. In developing the
risk assessment, the team reviews the compensation
programs within each business area for:
• The mix of fixed versus variable pay;
• The performance metrics to which pay is tied;
• 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 long-term incentive awards
granted to executives are tied primarily to corporate
performance goals, including revenue and EPS growth,
and strategic performance objectives. The Compensation
Committee believes that these metrics encourage
performance that supports the business as a whole. The
executive annual incentive awards include a maximum
payout opportunity equal to 200% of target (inclusive
of an additional +/- 25% modifier for participants other
than Mr. McGranahan based on individual leadership
and impact as measured across areas such as customer
focus,
sustainability
and
team
engagement).
Our
executives are also expected to meet share ownership
guidelines in order to align the executives’ interests
with those of our stockholders. Further, the Company’s
Dodd-Frank Policy requires the Company to recover
incentive compensation paid to covered officers in the
event of a financial restatement and the Company’s
Misconduct Policy provides that the Company may, in its
sole discretion, recoup certain incentive compensation
from covered officers in the event the covered officer
engages in compliance misconduct or detrimental
conduct. The Misconduct Policy helps to discourage
inappropriate risks, as executives will be held accountable
for misconduct which is harmful to the Company’s financial
and reputational health. In addition, the Misconduct
Policy and specific clawback provisions in the Company’s
annual and long-term incentive award agreements allow
the Company to “claw back” executive pay if the executive
engages in conduct that is determined to have contributed
to material compliance failures, subject to applicable law.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 65
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Act, we
are providing the following disclosure about the relationship
of the annual total compensation of our employees to the
annual total compensation of Mr. McGranahan, our CEO.
To understand this disclosure, we think it is important
to give context to our operations. As noted above, The
Western Union Company provides people and businesses
with fast, reliable, and convenient ways to send money and
make payments around the world. As a global organization,
approximately 85% of our employees are located outside
of the United States, with our employees located in more
than 50 countries. We strive to create a competitive global
compensation program in terms of both the position and the
geographic location in which the employee is located. As a
result, our compensation program varies amongst each local
market, in order to allow us to provide a competitive total
rewards package.
Given the leverage of our executive compensation program
towards performance-based elements, we expect that our
pay ratio disclosure will fluctuate year-to-year based on
the Company’s performance against the pre-established
performance goals.
Ratio
For 2024,
• The median of the annual total compensation of all of our
employees, other than Mr. McGranahan, was $32,899.
• Mr. McGranahan’s annual total compensation, as reported
in the Total column of the 2024 Summary Compensation
Table, was $13,272.7 thousand.
• Based on this information, the ratio of the annual total
compensation of Mr. McGranahan to the median of the
annual total compensation of all employees is estimated
to be 403 to 1.
Identification of Median Employee
We selected December 31, 2024 as the date on which
to determine our median employee. We chose to use
December 31 as the date for identifying the median employee
for 2024 (as compared to November 1 last year) for sake
of administrative convenience. As of that date, we had
approximately 9,100 employees. For purposes of identifying
the median employee, we considered the aggregate of the
following compensation elements for each of our employees,
as compiled from the Company’s payroll records:
• Base Salary
• Target Annual Bonus
• Actual Equity Awards
• Target Commissions
We selected the above compensation elements as they
represent the Company’s principal broad-based compensation
elements. In addition, we measured compensation for
purposes of determining the median employee using the
12-month period ending December 31, 2024.
Using this methodology, we determined that our median
employee was a full-time, salaried employee working in
Lithuania. For purposes of this disclosure, we converted
such employee’s compensation from the employee’s
local currency to U.S. dollars using an exchange rate
as of December 31, 2024. In determining the annual
total compensation of the 2024 median employee, we
calculated such employee’s 2024 compensation in
accordance with Item 402(c)(2)(x) of Regulation S-K
as required pursuant to SEC executive compensation
disclosure rules. This calculation is the same calculation
used to determine total compensation for purposes of
the 2024 Summary Compensation Table with respect to
each of the NEOs.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
66 | The Western Union Company
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
YEAR(1)
SUMMARY
COMPENSATION
TABLE TOTAL
FOR
MCGRANAHAN
($000)(2)
SUMMARY
COMPENSATION
TABLE TOTAL
FOR ERSEK
($000)(2)
COMPENSATION
ACTUALLY PAID
TO
MCGRANAHAN
($000)(3)
COMPENSATION
ACTUALLY
PAID
TO ERSEK
($000)(3)
AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR
NON-PEO NEOS
($000)(2)
AVERAGE
COMPENSATION
ACTUALLY PAID
TO NON-PEO
NEOS
($000)(3)
VALUE OF INITIAL
FIXED $100 INVESTMENT
BASED ON:(4)
NET
INCOME
($000)
ADJUSTED
REVENUE
($000)(6)
TOTAL
SHAREHOLDER
RETURN
($)
PEER GROUP
TOTAL
SHAREHOLDER
RETURN
($)(5)
2024
13,272.7
N/A
11,631.9
N/A
2,393.1
2,287.4
53.59
173.90
934.2
4,199
2023
9,966.9
N/A
7,603.1
N/A
2,034.2
1,916.0
55.70
133.20
626.0
4,470
2022
7,241.7
N/A
782.4
N/A
1,975.9
1,109.0
59.44
118.77
910.6
4,512
2021
14,117.4
10,834.6
9,871.5
639.4
3,277.1
1,402.5
72.40
132.75
805.8
5,012
2020
N/A
10,336.4
N/A
(7,515.9)
3,566.7
1,069.0
85.33
98.31
744.3
4,918
(1)
The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows:
-
2024: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2024, and the Company’s other NEOs
were: Matt Cagwin, Andrew Walker, Benjamin Adams, and Giovanni Angelini.
-
2023: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2023, and the Company’s other NEOs were:
Matt Cagwin, Andrew Walker, Benjamin Adams, Giovanni Angelini, and Jean Claude Farah.
-
2022: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2022 and the Company’s other NEOs were:
Matt Cagwin; Jean Claude Farah; Gabriella Fitzgerald; Benjamin Adams; and Raj Agrawal.
-
2021: Devin McGranahan assumed the role of the Company’s Chief Executive Officer on December 27, 2021 and Hikmet Ersek served as
Chief Executive Officer during 2021 through his December 27, 2021 retirement. The Company’s other NEOs for 2021 were: Raj Agrawal;
Michelle Swanback; Jean Claude Farah; and Gabriella Fitzgerald.
-
2020: Hikmet Ersek served as the Company’s Chief Executive Officer for the entirety of 2020 and the Company’s other NEOs for 2020 were:
Raj Agrawal; Michelle Swanback; Jean Claude Farah; and Khalid Fellahi.
(2)
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in
the case of Messrs. McGranahan and Ersek and (ii) the average of the total compensation reported in the Summary Compensation Table for the
applicable year for the Company’s NEOs for the applicable year other than the PEOs for such years.
(3)
To calculate compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for
the applicable year. A reconciliation of the adjustments for Messrs. McGranahan and Ersek and for the average of the other NEOs is set forth
following the footnotes to this table.
(4)
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not
necessarily indicative of future stock price performance.
(5)
The TSR Peer Group consists of the Standard & Poor’s Composite – 500 Financials Index (the “S&P 500 Financials Index”), an independently
prepared index that includes companies in the financial services industry.
(6)
As noted in the “Compensation Discussion and Analysis,” for 2024, the Compensation Committee determined that adjusted revenue continues
to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in the
Annual Incentive Plan. Total adjusted revenue for 2024 represents revenue adjusted to exclude Argentina inflation and is shown on a constant
currency basis, calculated assuming no changes in the currency exchange rates from 2023 currency exchange rates.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
PAY VERSUS PERFORMANCE
2025 Proxy Statement | 67
CAP ADJUSTMENTS
YEAR
SUMMARY
COMPENSATION
TABLE TOTAL
($000)(a)
MINUS
GRANT DATE
FAIR VALUE
OF STOCK
OPTION AND
STOCK AWARDS
GRANTED IN
FISCAL YEAR
($000)(b)
PLUS
FAIR VALUE
AT FISCAL
YEAR-END OF
OUTSTANDING
AND UNVESTED
STOCK OPTION
AND STOCK
AWARDS
GRANTED
IN FISCAL YEAR
($000)(c)
PLUS/(MINUS)
CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND
UNVESTED
STOCK
OPTION AND
STOCK
AWARDS
GRANTED
IN PRIOR
FISCAL YEARS
($000)(d)
PLUS
FAIR VALUE
AT VESTING
OF STOCK
OPTION
AND STOCK
AWARDS
GRANTED IN
FISCAL
YEAR THAT
VESTED
DURING FISCAL
YEAR
($000)(e)
PLUS/(MINUS)
CHANGE IN
FAIR VALUE AS
OF VESTING
DATE
OF STOCK
OPTION
AND STOCK
AWARDS
GRANTED IN
PRIOR
YEARS FOR
WHICH
APPLICABLE
VESTING
CONDITIONS
WERE
SATISFIED
DURING
FISCAL YEAR
($000)(f)
MINUS
FAIR VALUE AS
OF PRIOR
FISCAL
YEAR-END OF
STOCK
OPTION
AND STOCK
AWARDS
GRANTED IN
PRIOR FISCAL
YEARS THAT
FAILED
TO MEET
APPLICABLE
VESTING
CONDITIONS
DURING
FISCAL YEAR
($000)(g)
PLUS
DOLLAR
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS
PAID ON
STOCK
AWARDS IN
FISCAL
YEAR AND
PRIOR TO
VESTING DATE
($000)(h)
EQUALS
COMPENSATION
ACTUALLY PAID
($000)
Devin McGranahan
2024
13,272.7
(10,202.8)
6,080.0
2,273.0
—
209.0
—
—
11,631.9
2023
9,966.9
(6,933.4)
6,285.0
(1,164.6)
—
(550.8)
—
—
7,603.1
2022
7,241.7
(5,007.1)
1,723.5
(2,527.5)
—
(648.2)
—
—
782.4
2021
14,117.4
(13,100.0)
8,854.1
—
—
—
—
—
9,871.5
Hikmet Ersek
2021
10,834.6
(8,200.0)
3,064.3
(5,871.4)
—
811.9
—
—
639.4
2020
10,336.4
(8,200.0)
4,865.4
(13,777.1)
—
(740.6)
—
—
(7,515.9)
Other NEOs (Average)(i)
2024
2,393.1
(1,290.7)
881.0
266.0
—
38.0
—
—
2,287.4
2023
2,034.2
(902.9)
850.5
(50.2)
—
(15.5)
—
—
1,916.0
2022
1,975.9
(1,297.4)
572.5
(164.7)
—
22.7
—
—
1,109.0
2021
3,277.1
(2,200.0)
1,115.4
(854.6)
—
64.6
—
—
1,402.5
2020
3,566.7
(2,412.5)
1,670.1
(1,693.2)
—
(62.1)
—
—
1,069.0
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the Other NEOs,
amounts shown represent averages.
(b)
Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance
with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the
probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(c)
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted
during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to
performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of
the fiscal year.
(d)
Represents the change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by
the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting
purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based
vesting conditions as of the last day of the fiscal year.
(e)
Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year,
computed in accordance with the methodology used for financial reporting purposes.
(f)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that
was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for
financial reporting purposes.
(g)
Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year
and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for
financial reporting purposes.
(h)
Represents the dollar value of any dividends or other earnings paid on stock awards in the indicated fiscal year and prior to the vesting date
that are not otherwise included in the total compensation for the indicated fiscal year. The Company does not pay dividends or other earnings
on unvested stock awards.
(i)
See footnote 1 above for the NEOs included in the average for each year.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
PAY VERSUS PERFORMANCE
68 | The Western Union Company
Relationship Between Pay and Performance
We believe the “Compensation Actually Paid” in each of the
years reported above and over the four-year cumulative
period are reflective of the Compensation Committee’s
emphasis on “pay-for-performance” as the “Compensation
Actually Paid” fluctuated year-over-year, primarily due to
the result of our varying levels of achievement against
pre-established performance goals under our Annual
Incentive Plan and our Long-Term Incentive Program,
including our adjusted revenue performance, and our
stock performance.
1 TSR: Company versus Peer Group and CAP
As shown in the chart below, the Company’s five-year
cumulative TSR for the period of 2020-2024 is less than
the five-year cumulative TSR for companies included in our
peer group TSR. While the average CAP for the other NEOs
is relatively aligned with the Company’s TSR, the CAP for the
PEO position was impacted by actual financial performance
attainment levels in 2024 and vesting levels for PSUs in
2023. In addition, the CAP for the PEO position was impacted
by the new hire grants received by Mr. McGranahan in 2021
in connection with the commencement of his employment
and the CAP for Mr. Ersek in 2020 was impacted by the
decline in the Company’s stock price from December 31,
2019 through December 31, 2020.
Devin McGranahan Compensation Actually Paid
Average Non-PEO NEO Compensation Actually Paid
Hikmet Ersek Compensation Actually Paid
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR
The Western Union Company TSR
S&P 500 Financials Index TSR
Fiscal Year
2024
2023
2022
2021
2020
2019
-$10
-$5
$0
Compensation Actually Paid ($ Millions)
TSR (12/31/2019 Indexed to $100)
$5
$10
$15
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
PAY VERSUS PERFORMANCE
2025 Proxy Statement | 69
2 CAP Versus Adjusted Revenue (Company Selected
Measure)
The chart below demonstrates the relationship between CAP
amounts for our PEO and each of our NEOs and our adjusted
revenue for the applicable fiscal year. Variations in the CAP
amounts for our PEO and other NEOs are due in large part to
the significant emphasis the Company places on long-term
incentives, the value of which fluctuates most significantly
based on the vesting level of our PSU awards and changes
in stock price over time. As noted in the “Compensation
Discussion and Analysis,” the Compensation Committee
determined that adjusted revenue continues to be viewed
as a core driver of the Company’s performance and
stockholder value creation and, accordingly, was utilized
as a component in both the Annual Incentive Plan and
long-term incentive program. While the average CAP for
the other NEOs is relatively aligned with the Company’s
adjusted revenue performance, the CAP for the PEO position
was impacted by the vesting levels for PSUs in 2023. In
addition, the CAP for the PEO position was impacted by
actual financial performance levels in 2024 and the new hire
grants received by Mr. McGranahan in 2021 in connection
with the commencement of his employment and the CAP
for Mr. Ersek in 2020 was impacted by the decline in the
Company’s stock price from December 31, 2019 through
December 31, 2020.
Devin McGranahan Compensation Actually Paid
Average Non-PEO NEO Compensation Actually Paid
Hikmet Ersek Compensation Actually Paid
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID
VERSUS ADJUSTED REVENUE
Adjusted Revenue ($ Millions)
Fiscal Year
2024
2023
2022
2021
2020
-$10
-$5
$0
Compensation Actually Paid ($ Millions)
Adjusted Revenue ($ Millions)
$5
$10
$15
$4,200
$4,000
$4,400
$4,600
$4,800
$5,000
$5,200
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
PAY VERSUS PERFORMANCE
70 | The Western Union Company
3 CAP Versus Net Income
The chart below demonstrates the relationship between
CAP amounts for our PEO and our other NEOs and our net
income. Net income is not a component of our executive
compensation program. Variations in the CAP amounts
for our PEO and other NEOs are due in large part to the
significant emphasis the Company places on long-term
incentives, the value of which fluctuates most significantly
based on the vesting level of our PSU awards and changes
in stock price over time.
Devin McGranahan Compensation Actually Paid
Average Non-PEO NEO Compensation Actually Paid
Hikmet Ersek Compensation Actually Paid
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID
VERSUS NET INCOME
The Western Union Company Net Income
Fiscal Year
2024
2023
2022
2021
2020
-$10
-$5
$0
Compensation Actually Paid ($ Millions)
Net Income ($ Millions)
$5
$10
$15
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
$1,000
Performance Measures Used to Link Company Performance
and CAP to the NEOs
Below is a list of financial performance measures, which in
the Company’s assessment represent the most important
financial performance measures used by the Company to
link CAP to the NEOs for 2024 to Company performance.
As noted in the “Compensation Discussion and Analysis,”
the Company used both financial and non-financial
performance measures in order to link compensation paid
to NEOs to Company performance in 2024. To measure
individual performance against key objectives for the
Company as well as the executive’s success in fulfilling
the executive’s responsibilities, the total payout under the
Annual Incentive Plan for the participating NEOs other than
Mr. McGranahan in 2024 was subject to a +/- 25% modifier
based on the Compensation Committee’s assessment
versus non-financial performance metrics relating to
leadership, sustainability and customer focus. These goals
were included in the Annual Incentive Plan design to reinforce
these objectives as priorities throughout the organization.
Please see the “Compensation Discussion and Analysis”
for further information regarding how each of these goals
is calculated as well as the Company’s use of strategic and
non-financial goals in its executive compensation program.
• Adjusted Revenue
• Adjusted Earnings Per Share
• CMT Customer Retention
• New Digital Customer Growth
• Operational Efficiency
• Total Stockholder Return
• Company Stock Price
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
PAY VERSUS PERFORMANCE
2025 Proxy Statement | 71
POLICIES AND PRACTICES RELATED TO THE TIMING OF
GRANTS OF CERTAIN EQUITY AWARDS
The Compensation Committee and senior management
monitor the Company’s equity grant practices to evaluate
whether such policies comply with governing regulations
and are consistent with good corporate practices. When
making regular annual equity grants, the Compensation
Committee’s practice is to approve them at its meeting in
February of each year as part of the annual compensation
review and after results for the preceding fiscal year
become
available.
In
addition,
the
Compensation
Committee may make grants at any time during the year
it deems appropriate, including with respect to new hires
or transitions. The Company does not schedule its equity
grants in anticipation of the release of material non-public
information (“MNPI”) nor does the Company time the
release of MNPI based on equity grant dates.
During 2024, no stock option grants were made to any
of our NEOs during any period beginning four business
days before the filing or furnishing of a periodic report or
current report and ending one business day after the filing
or furnishing of any such report with the SEC.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
72 | The Western Union Company
PROPOSAL 2
ADVISORY VOTE TO APPROVE
EXECUTIVE COMPENSATION
The Company is providing stockholders an advisory vote to
approve executive compensation as required by Section 14A
of the Exchange Act. The advisory vote to approve executive
compensation is a nonbinding vote on the compensation of
the Company’s NEOs, as described in the “Compensation
Discussion and Analysis” section, the tabular disclosure
regarding such compensation, and the accompanying
narrative disclosure set forth in this Proxy Statement. The
advisory vote to approve executive compensation is not a
vote on the Company’s general compensation policies or
the compensation of the Company’s Board of Directors. The
Dodd-Frank Act requires the Company to hold the advisory
vote to approve executive compensation at least once every
three years. At the 2023 Annual Meeting of Stockholders,
the Company asked stockholders to indicate if it should hold
an advisory vote to approve the compensation of named
executive officers every one, two or three years, with the Board
recommending an annual advisory vote. Our stockholders
approved this recommendation. Accordingly, the Company is
again asking stockholders to approve the compensation of
NEOs as disclosed in this Proxy Statement.
At the 2024 Annual Meeting of Stockholders, the Company
provided stockholders with the opportunity to cast an
advisory vote to approve the compensation of the Company’s
NEOs as disclosed in the Proxy Statement for the 2024 Annual
Meeting of Stockholders, and the Company’s stockholders
overwhelmingly approved the proposal, with approval by
approximately 91% of the votes cast for the proposal at the
2024 Annual Meeting of Stockholders.
The Company believes that its compensation policies
and procedures, which are outlined in the “Compensation
Discussion and Analysis” section of this Proxy Statement,
support the goals of:
• Aligning our executives’ goals with our stockholders’
interests;
• Attracting, retaining, and motivating outstanding executive
talent; and
• “Pay-for-performance” - Holding our executives accountable
and rewarding their achievement of financial, strategic
and operating goals.
The Compensation Committee of the Board continually
reviews the Company’s executive compensation and
benefits program to evaluate whether it supports these goals
and serves the interests of the Company’s stockholders. The
Company’s executive compensation practices include the
following, as discussed in more detail in the “Compensation
Discussion and Analysis” section of this Proxy Statement:
WHAT WE DO
WHAT WE DON’T DO
% Pay-for-performance and at-risk compensation.
% Align compensation with stockholder interests.
% Emphasis on future pay opportunity vs. current pay.
% Mix of performance metrics.
% Stockholder engagement.
% “Clawback” policies.
% Robust stock ownership guidelines.
% Include leadership, compliance, and ESG metrics in our compensation
program.
% Multi-year vesting and/or performance periods for long-term incentive
awards.
% Independent compensation consultant retained by Compensation
Committee.
% “Double trigger” severance benefits in the event of a change-in-control.
% Maximum payout caps for annual cash incentive compensation and PSUs.
× No repricing or buyout of
underwater stock options
without stockholder approval.
× No change-in-control tax
gross ups.
× Prohibition against pledging
and hedging of Company
securities by senior
executives and directors.
× No dividends or dividend
equivalents paid on unvested
or unearned PSUs or RSUs.
× No service-based defined
benefit pension plan.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 73
PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
We believe that our executive compensation practices,
in combination with a competitive market review, limited
executive perquisites, and reasonable severance pay
multiples contribute to an executive compensation
program that is competitive yet strongly aligned with
stockholder interests.
The Board recommends that you vote in favor of the following
“say-on-pay” resolution:
RESOLVED, that the stockholders of the Company
approve, on an advisory basis, the compensation of
the Company’s named executive officers, as disclosed
pursuant to Item 402 of Regulation S-K in the
“Compensation Discussion and Analysis” section, the
tabular disclosure regarding such compensation, and
the accompanying narrative disclosure, each as set forth
in the Company’s Proxy Statement for its 2025 Annual
Meeting of Stockholders.
Because your vote is advisory, it will not be binding upon the
Board of Directors. 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 2025 Annual Meeting of Stockholders and Proxy Statement
74 | The Western Union Company
PROPOSAL 3
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors and the Audit Committee believe it
is in the best interest of the Company and its stockholders
to recommend to the stockholders the ratification of the
selection of Ernst & Young LLP, independent registered
public accounting firm, to audit the accounts of the
Company and its subsidiaries for 2025. Ernst & Young
LLP has served as the Company’s independent registered
public accounting firm since the Company became a
public company in 2006. Consistent with the regulations
adopted pursuant to the Sarbanes-Oxley Act of 2002, the
lead audit partner having primary responsibility for the
audit and the concurring audit partner are rotated every
five years.
A representative of Ernst & Young LLP will be present at
the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to
respond to appropriate questions.
SUMMARY OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES
FOR 2024 AND 2023
Fees for professional services provided by our independent auditors, Ernst & Young LLP, for fiscal years 2024 and 2023, respectively,
included the following (in millions):
2024
2023
Audit Fees(1)
$5.7
$6.2
Audit-Related Fees(2)
$0.9
$0.8
Tax Fees(3)
$1.5
$1.2
(1)
“Audit Fees” primarily include fees related to (i) the integrated audit of the Company’s annual consolidated financial statements and
internal controls over financial reporting; (ii) the review of its quarterly consolidated financial statements; (iii) statutory audits required
domestically and internationally; (iv) comfort letters, consents and assistance with and review of documents filed with the SEC; and (v)
other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of
the PCAOB (United States).
(2)
“Audit-Related Fees” primarily include fees, not included in “Audit Fees” above, related to (i) service auditor examinations; (ii) attest services
that are not required by statute or regulation; and (iii) consultation concerning financial accounting and reporting standards that are not
classified as “Audit Fees.”
(3)
“Tax Fees,” which incorporate both tax advice and tax planning services, primarily include fees related to (i) consultations, analysis and
assistance with domestic and foreign tax matters, including value-added and goods and services taxes; (ii) local tax authority audits; and
(iii) other miscellaneous tax consultations, including tax services requested as part of the Company’s procedures for commercial agreements,
the acquisition of new entities, and other potential business transactions.
During 2024 and 2023, all audit and non-audit services
provided by the independent registered public accounting
firm were pre-approved, consistent with the pre-approval
policy of the Audit Committee. The pre-approval policy
requires that all services provided by the independent
registered public accounting firm be pre-approved by the
Audit Committee or one or more members of the Audit
Committee designated by the Audit Committee.
In the event the stockholders fail to ratify the selection of Ernst
& Young LLP, the Audit Committee of the Board of Directors will
consider it a direction to select another independent registered
public accounting firm for the subsequent year. Even if the
selection is ratified, the Audit Committee, in its discretion, may
select 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 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 75
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information, as of December 31, 2024, about our Common Stock that may be issued upon the exercise
of options and settlement of other equity awards under all compensation plans under which equity securities are reserved
for issuance. The Company’s 2024 Plan is our only equity compensation plan pursuant to which our equity securities are
authorized for issuance.
PLAN CATEGORY
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING
OPTIONS,
WARRANTS AND
RIGHTS
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
UNDER EQUITY
COMPENSATION
PLANS (EXCLUDING
SECURITIES REFLECTED IN
COLUMN (a))
(a)
(b)
(c)
Equity compensation plans
approved by security holders
16,666,034(1)
$14.92(2)
28,756,473(3)
Equity compensation plans not
approved by security holders
—
N/A
—
Total
16,666,034(1)
$14.92(2)
28,756,473(3)
Footnotes:
(1)
Includes 8,247,721 restricted stock units, PSUs, deferred stock units, and bonus stock units that were outstanding on December 31, 2024 under
the Company’s 2024 Plan. Restricted stock unit awards, deferred stock unit awards and bonus stock units may be settled only for shares of
Common Stock on a one-for-one basis. The number included for PSUs reflects grant date units awarded. Assuming maximum payout for
PSU grants that have not completed the required performance period, the number of securities to be issued would increase by 2,668,510.
Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for further information regarding PSUs, including the
performance metrics applicable to such awards.
(2)
Only option awards were used in computing the weighted-average exercise price.
(3)
This amount represents shares of Common Stock available for issuance under the Company’s 2024 Plan. Awards available for grant under the
Company’s 2024 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, bonus stock units,
deferred stock units, performance grants, and any combination of the foregoing awards.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
76 | The Western Union Company
STOCK BENEFICIALLY OWNED BY DIRECTORS,
EXECUTIVE OFFICERS AND OUR LARGEST
STOCKHOLDERS
The following table sets forth the beneficial ownership of Common Stock by each person or group that is known by us to be the
beneficial owner of more than 5% of our Common Stock, all directors and nominees, each of the executive officers named in
the 2024 Summary Compensation Table contained in this Proxy Statement, and all directors and executive officers as a group.
Except as otherwise noted, (i) the information is as of March 18, 2025, (ii) each person has sole voting and investment power of
the shares, and (iii) the business address of each person shown below is 7001 East Belleview Avenue, Denver, Colorado 80237.
NAME OF BENEFICIAL OWNER
ADDRESS
AMOUNT AND
NATURE OF
BENEFICIAL
OWNERSHIP
PERCENTAGE
OF
OUTSTANDING
SHARES
5% Owners
The Vanguard Group
100 Vanguard Blvd.,
Malvern, PA 19355
40,886,633(1)
11.22%(1)
BlackRock, Inc.
50 Hudson Yards,
New York, NY 10001
36,599,601(2)
10.00%(2)
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
28,983,265(3)
8.6%(3)
DIRECTORS AND NAMED EXECUTIVE OFFICERS(4)
Julie M. Cameron-Doe
738
*
Martin I. Cole
65,197
*
Suzette M. Deering
0
*
Betsy D. Holden
251,908
*
Jeffrey A. Joerres
362,905
*
Devin B. McGranahan
3,398,466
1.01%
Michael A. Miles, Jr.
233,856
*
Timothy P. Murphy
73,052
*
Jan Siegmund
89,247
*
Angela A. Sun
29,312
*
Solomon D. Trujillo(5)
285,736
*
Matt Cagwin
149,259
*
Andrew Walker
39,045
*
Benjamin Adams
95,848
*
Giovanni Angelini
146,049
*
ALL DIRECTORS AND EXECUTIVE OFFICERS AS GROUP (17)
5,298,822
1.58%
*
Less than 1%
(1)
The number of shares held and percentage of outstanding shares were obtained from the holder’s Amendment No. 11 to Schedule 13G filing
with the Securities and Exchange Commission filed February 13, 2024, which reports ownership as of December 29, 2023. The Schedule
13G/A filing indicates that the holder had sole voting power over 0 shares, sole dispositive power over 40,319,597 shares, shared voting power
over 137,926 shares, and shared dispositive power over 567,036 shares.
(2)
The number of shares held and percentage of outstanding shares were obtained from the holder’s Amendment No. 15 to Schedule 13G filing
with the Securities and Exchange Commission filed January 24, 2024, which reports ownership as of December 31, 2023. The Schedule 13G/A
filing indicates that the holder had sole voting power over 35,380,606 shares, sole dispositive power over 36,599,601 shares, shared voting
power over 0 shares, and shared dispositive power over 0 shares.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 77
(3)
The number of shares held and percentage of outstanding shares were obtained from the holder’s Schedule 13G filing with the Securities and
Exchange Commission filed February 14, 2025, which reports ownership as of December 31, 2024. The Schedule 13G filing indicates that the
holder had sole voting power over 28,881,113 shares, sole dispositive power over 28,983,265 shares, shared voting power over 0 shares, and
shared dispositive power over 0 shares.
(4)
The number of shares reported includes shares covered by options that are exercisable within 60 days of March 18, 2025 as follows:
Ms. Cameron-Doe, 0; Mr. Cole, 9,208; Ms. Deering, 0; Ms. Holden, 246,908; Mr. Joerres, 350,610; Mr. McGranahan, 2,987,069; Mr. Miles, 223,778;
Mr. Murphy, 20,084; Mr. Siegmund, 79,247; Ms. Sun, 22,620; Mr. Trujillo, 252,451; Mr. Cagwin (Executive Vice President, Chief Financial Officer),
80,236; Mr. Walker (Executive Vice President, Chief Operations Officer), 0; Mr. Adams (Executive Vice President, Chief Legal Officer), 35,811;
Mr. Angelini (President, Europe, Africa and MEPA), 33,784; and all directors and executive officers as a group, 4,341,806.
(5)
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.
STOCK BENEFICIALLY OWNED BY DIRECTORS, EXECUTIVE OFFICERS AND OUR LARGEST STOCKHOLDERS
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
78 | The Western Union Company
CERTAIN TRANSACTIONS AND OTHER MATTERS
We or one of our subsidiaries may occasionally enter into
transactions with certain “related persons.” Related persons
include our executive officers, directors, nominees for directors,
5% or more beneficial owners of our Common Stock, and
immediate family members of these persons. We refer to
transactions involving amounts in excess of $120,000 and
in which the related person has a direct or indirect material
interest as “related person transactions.” Each related person
transaction must be approved in accordance with the
Company’s written Related Person Transactions Policy by the
Corporate Governance, ESG, and Public Policy Committee of
the Board of Directors or, if the Corporate Governance, ESG, and
Public Policy Committee of the Board of Directors determines
that the approval of such related person transaction should
be considered by all disinterested members of the Board
of Directors, by the vote of a majority of such disinterested
members. There were no related person transactions in 2024.
The Corporate Governance, ESG, and Public Policy Committee
considers all relevant factors when determining whether
to approve a related person transaction, including, without
limitation, the following:
• the size of the transaction and the amount payable to a
related person;
• the nature of the interest of the related person in the
transaction;
• whether the transaction may involve a conflict of interest;
• whether the transaction was undertaken in the ordinary
course of business of the Company; and
• whether the transaction involves the provision of goods
or services to the Company that are available from
unaffiliated third parties and, if so, whether the transaction
is on terms and made under circumstances that are at
least as favorable to the Company as would be available
in comparable transactions with 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.westernunion.com.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | 79
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s
directors, executive officers and persons who own more
than 10% of the Company’s Common Stock, as well as
certain affiliates of such persons, to file with the SEC and
the NYSE initial reports of ownership and reports of changes
in ownership of the Company’s Common Stock. Based
solely on the Company’s review of the reports that have
been filed by or on behalf of such persons in this regard
and written representations from our executive officers and
directors that no other reports were required, during and
for the fiscal year ended December 31, 2024, the Company
believes that all Section 16(a) filing requirements applicable
to the Company’s directors, executive officers, and greater
than 10% stockholders were met, except that one Form 4 for
Andrew Walker, the Company’s Chief Operations Officer, was
inadvertently filed late due to an administrative error, which
reported the withholding of 2,025 shares to cover taxes
incurred upon the vesting of 7,040 RSUs on April 18, 2024.
* * *
This Proxy Statement is provided to you at the direction of the Board of Directors.
Benjamin C. Adams,
Chief Legal Officer and Corporate Secretary
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
A-1 | The Western Union Company
ANNEX A
RECONCILIATION OF NON-GAAP MEASURES
(in millions, unless indicated otherwise)
Western Union’s management believes the non-GAAP financial measures presented provide meaningful supplemental
information regarding our operating results to assist management, investors, analysts, and others in understanding our
financial results and to better analyze trends in our underlying business, because they provide consistency and comparability
to prior periods or eliminate currency volatility, increasing the comparability of the Company’s underlying results and trends.
A non-GAAP financial measure should not be considered in isolation or as a substitute for the most comparable GAAP
financial measure. A non-GAAP financial measure reflects an additional way of viewing aspects of our operations that, when
viewed with our GAAP results and the reconciliation to the corresponding GAAP financial measure, provides a more complete
understanding of our business. Users of the financial statements are encouraged to review our financial statements and
publicly-filed reports in their entirety and not to rely on any single financial measure. A reconciliation of non-GAAP financial
measures to the most directly comparable GAAP financial measures is included below. All adjusted year-over-year changes
were calculated using prior year amounts.
REVENUES
2023
2024
Revenues (GAAP)
$4,357.0
$4,209.7
Foreign currency translation and Argentina inflation impact(a)
15.4
(11.1)
Less Business Solutions revenues, constant currency (non-GAAP)(a)(b)
(29.9)
—
Adjusted revenues (non-GAAP)
$4,342.5
$4,198.6
Less Iraq revenues (GAAP)(n)
(263.0)
(115.3)
Adjusted revenues, excluding Iraq (non-GAAP)
$4,079.5
$4,083.3
Prior year revenues (GAAP)
4,475.5
4,357.0
Less prior year revenues from Business Solutions (GAAP)(b)
(196.9)
(29.7)
Adjusted prior year revenues (non-GAAP)
$4,278.6
$4,327.3
Less prior year revenues from Iraq (GAAP)(n)
(15.1)
(263.0)
Adjusted prior year revenues, excluding Iraq (non-GAAP)
$4,263.5
$4,064.3
Revenues (GAAP) - YoY % change
(3)%
(3)%
Adjusted revenues (non-GAAP) - YoY % change
1%
(3)%
Adjusted revenues, excluding Iraq (non-GAAP) - YoY % change
(4)%
0%
OPERATING INCOME
2023
2024
Operating income (GAAP)
$817.5
$725.8
Acquisition, separation, and integration costs(c)
3.1
4.1
Amortization and impairment of acquisition-related intangible assets(d)
—
2.4
Redeployment program costs(e)
29.5
41.4
Severance costs(f)
—
1.2
Russia asset impairments and termination costs(g)
—
14.8
Less Business Solutions operating income(b)
(3.6)
—
Adjusted operating income (non-GAAP)
$846.5
$789.7
Operating margin (GAAP)
19%
17%
Adjusted operating margin (non-GAAP)
20%
19%
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | A-2
NET INCOME
2022
2023
2024
Net income (GAAP)
$910.6
$626.0
$934.2
Acquisition, separation, and integration costs(c)
13.9
3.1
4.1
Amortization and impairment of acquisition-related intangible assets(d)
—
—
2.4
Redeployment program costs(e)
21.8
29.5
41.4
Severance costs(f)
—
—
1.2
Russia asset impairments and termination costs, and currency remeasurement(g)
—
—
16.7
Business Solutions gain(b)
(248.3)
(18.0)
—
Russia/Belarus exit costs(l)
10.0
—
—
Income tax benefit from reversal of significant uncertain tax positions(m)
(81.7)
—
—
IRS settlement(h)
—
—
(137.8)
Non-cash tax impacts of international reorganization(i)
—
—
(255.2)
Income tax expense/(benefit) from other adjustments(b)(c)(d)(e)(f)(g)(j)
58.4
4.6
(12.2)
Adjusted net income (non-GAAP)
$684.7
$645.2
$594.8
EARNINGS PER SHARE
2023
2024
Diluted earnings per share (GAAP) ($- dollars)
$1.68
$2.74
Pretax impacts from the following:
Acquisition, separation, and integration costs(c)
0.01
0.01
Amortization and impairment of acquisition-related intangible assets(d)
—
0.01
Business Solutions gain(b)
(0.05)
—
Redeployment program costs(e)
0.08
0.12
Severance costs(f)
—
—
Russia asset impairments, termination costs, and currency remeasurement(g)
—
0.05
Income tax expense/(benefit) impacts from the following:
IRS settlement(h)
—
(0.40)
Non-cash tax impacts of international reorganization(i)
—
(0.75)
Other adjustments(b)(c)(d)(e)(f)(g)(j)
0.02
(0.04)
Adjusted diluted earnings per share (non-GAAP) ($- dollars)
$1.74
$1.74
FREE CASH FLOW
2022
2023
2024
Net cash provided by operating activities (GAAP)
$581.6
$783.1
$406.3
Payments for capitalized contract costs
(71.9)
(36.4)
(11.8)
Payments for internal use software
(104.4)
(88.5)
(81.4)
Purchases of property and equipment
(31.9)
(22.9)
(37.4)
Free cash flow (non-GAAP)
$373.4
$635.3
$275.7
Tax payments associated with the 2017 United States federal tax liability(k)
63.7
119.5
159.3
Tax payment associated with the IRS settlement(h)
—
—
68.0
Estimated payments for acquisition, separation, and integration costs and redeployment
program costs paid(c)(e)
25.0
32.6
45.2
Estimated taxes on Business Solutions gain on sale(b)
104.0
—
—
Adjusted free cash flow (non-GAAP)
$566.1
$787.4
$548.2
Adjusted net income (non-GAAP)
$684.7
$645.2
$594.8
Adjusted free cash flow conversion (non-GAAP)
83%
122%
92%
3-year average adjusted free cash flow conversion (non-GAAP)
99%
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
A-3 | The Western Union Company
CONSUMER SERVICES
2024
Consumer Services revenues (GAAP)
$411.7
Foreign currency translation and Argentina inflation impact(a)
(41.2)
Adjusted Consumer Services revenues (non-GAAP)
$370.5
Prior year Consumer Services revenues (GAAP)
322.3
Consumer Services revenues (GAAP) - YoY % change
28%
Adjusted Consumer Services revenues (non-GAAP) - YoY % change
15%
BRANDED DIGITAL
2024
Branded Digital revenues (GAAP) - YoY % change
7%
Foreign currency translation and Argentina inflation impact(a)
1%
Adjusted Branded Digital revenues (non-GAAP) - YoY % change
8%
(a)
Represents the impact from the fluctuation in exchange rates between all foreign currency denominated amounts and the United States dollar.
Constant currency results exclude any benefit or loss caused by foreign exchange fluctuations between foreign currencies and the United
States dollar, net of foreign currency hedges, which would not have occurred if there had been a constant exchange rate. Constant currency
results also reflect the impact of Argentina inflation, where indicated, due to its economy being hyperinflationary. The Company estimates
Argentina inflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal).
(b)
During 2021, the Company entered into an agreement to sell its Business Solutions business to Goldfinch Partners LLC and The Baupost
Group LLC. The sale was completed in three closings, the first of which occurred on March 1, 2022 with the entirety of the cash consideration
collected at that time and allocated to the closings on a relative fair value basis. The final closing, which included the European Union operations,
occurred on July 1, 2023 and resulted in a gain of $18.0 million. Revenues have been adjusted to exclude the carved out financial information
for the Business Solutions business to compare the year-over-year changes and trends in the Company’s continuing businesses, excluding
the effects of this divestiture.
(c)
Represents the impact from expenses incurred in connection with the Company’s acquisition and divestiture activity, including for the review
and closing of these transactions, and integration costs directly related to the Company’s acquisitions.
(d)
Represents the non-cash amortization and impairment of acquired intangible assets in connection with recent business acquisitions.
(e)
Represented severance, expenses associated with streamlining the Company’s organizational and legal structure, and other expenses
associated with the Company’s program which redeployed expenses in its cost base through optimizations in vendor management, real
estate, marketing, and people strategy as previously announced in October 2022. Expenses incurred under the program also included
non-cash impairments of operating lease right-of-use assets and property and equipment. The Company also excluded a tax benefit directly
associated with streamlining the Company’s legal structure in 2023 from its measure of adjusted diluted earnings per share.
(f)
Management excludes severance costs in its measurement of non-GAAP profitability to focus on those factors it believes to be most relevant
to the Company’s operations.
(g)
While the Company had previously made a decision to suspend its operations in Russia, in 2024, the Company decided to pursue either
liquidating or selling the Russian assets, which triggered a review of the carrying value of these assets. In 2024, the Company recorded asset
impairments of $13.4 million, related to its assets in Russia. Amounts presented also include the costs associated with operating the Russian
entity which are no longer needed for the Company’s ongoing operations. Beginning in 2024, the expenses have only been incurred in order
to complete the liquidation or possible sale of the Russian assets. Additionally, where indicated, the Company has excluded the impact of the
foreign currency remeasurement of the Russian ruble because of the decision to liquidate or sell the Russian assets.
(h)
In 2024, the Company entered into a settlement with the IRS regarding the Company’s 2017 and 2018 federal income tax returns. The Company
is contesting the one remaining unagreed adjustment at the IRS Appeals level and has fully reserved for this unagreed adjustment. The
Company has excluded the non-cash reversal of the uncertain tax position liability associated with the settlement because of the significance
of this settlement on its reported results.
(i)
In 2024, the Company reorganized the international operations of its business to realign and consolidate the Company’s international activities.
The Company recognized deferred tax assets, net of valuation allowance, associated with this reorganization, including from the step-up in tax
basis associated with the reorganization. The Company has excluded the non-cash recognition of the deferred tax assets associated with this
reorganization because of the significance of this recognition on its reported results.
(j)
In addition to the income tax effects of the adjustments described above, 2024 included an adjustment to exclude an income tax benefit of
$2.6 million related to the non-cash impact of remeasuring the Company’s deferred tax assets and liabilities for tax law changes that were
enacted in that period in Barbados.
(k)
Represents installment payments on the tax liability on certain of our previously undistributed earnings pursuant to United States tax reform
legislation enacted in December 2017. The Company elected to pay this liability in periodic installments through 2025.
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
2025 Proxy Statement | A-4
(l)
Represents the exit costs incurred in connection with the Company’s suspension of its operations in Russia and Belarus primarily related to
severance and non-cash impairments of property and equipment, an operating lease right-of-use asset, and other intangible assets.
(m)
Represents non-cash reversals of significant uncertain tax positions. While the Company continues to reverse its uncertain tax positions upon
settlements with taxing authorities, the lapse of the applicable statute of limitations, and other events, the Company has excluded certain
reversals of uncertain tax positions in 2022 because of the significance of these reversals on its reported results.
(n)
Represents revenues from transactions originated in Iraq. Beginning in 2023, the Company experienced a significant increase in its business
originating from Iraq. The Company believes this volume to have been the effect of policy changes by United States and Iraqi regulators. For
several months, the Company has been in regular discussions with policymakers in both the United States and Iraq about the remittance
volumes flowing through its network in Iraq. In 2023, the United States Treasury and the Federal Reserve Bank of New York announced actions
that banned 14 Iraqi banks, some of whom were the Company’s agents, from conducting U.S. dollar transactions. Additionally, in 2023, the
Central Bank of Iraq suspended the Company’s largest agent in the country, although that agent was later reinstated and resumed offering the
Company’s services. The effect of fluctuations between the Iraqi dinar and United States dollar on reported revenues was not significant for
these periods. Because of the significant volatility in revenues and challenges in offering the Company’s services in the country, management
believes that revenue measures that exclude the Iraq revenues provide better consistency and comparability to prior periods and assist in
understanding trends in the Company’s ongoing revenues.
This page intentionally left blank.
2024 Form 10-K
2024
Notice of 2025 Annual
Meeting of Stockholders,
Proxy Statement, and
2024 Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 202
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-32903
THE WESTERN UNION COMPANY
(Exact name of registrant as specified in its charter)
Delaware
20-4531180
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
THE WESTERN UNION COMPANY
7001 East Belleview Avenue
Denver, Colorado 80237
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 405-5012
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 Par Value
WU
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of June 28 , 202 , the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $ . billion based
on the closing sale price of $1 .
of the common stock as reported on the New York Stock Exchange.
As of February 1 , 202 , 3
,
,
shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s proxy statement for the 202 annual meeting of stockholders are incorporated into Part III of this Annual Report on Form 10-K.
4
5
5
4
37 934 527
4
4 1
2 22
2024 Form 10-K
Auditor Name: Ernst & Young LLP
Auditor Location:
Denver, Colorado
202 Form 10-K
4
2
INDEX
PAGE
NUMBER
PART I
Item 1.
Business
3
Item 1A. Risk Factors
17
Item 1B. Unresolved Staff Comments
38
Item 1C. Cybersecurity
38
Item 2.
Properties
39
Item 3.
Legal Proceedings
39
Item 4.
Mine Safety Disclosures
39
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
40
Item 6.
[Reserved]
40
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
56
Item 8.
Financial Statements and Supplementary Data
62
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
121
Item 9A. Controls and Procedures
121
Item 9B. Other Information
121
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
121
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
122
Item 11.
Executive Compensation
122
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
122
Item 13.
Certain Relationships and Related Transactions, and Director Independence
122
Item 14.
Principal Accountant Fees and Services
122
PART IV
Item 15.
Exhibit and Financial Statement Schedules
123
Item 16.
Form 10-K Summary
127
2024 Form 10-K
3
This Annual Report on Form 10-K contains certain statements that are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties. The forward-looking
statements are not historical facts, but rather are based on current expectations, estimates, assumptions, and projections
about our industry, business, and future financial results. Our actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections
of this Annual Report on Form 10-K. See the discussion under the headings “Risk Factors” and “Forward-Looking
Statements” below.
PART I
Item 1. Business
Overview
The Western Union Company (the “Company,” “Western Union,” “we,” “our,” or “us”) is a leader in cross-border,
cross-currency money movement, payments, and digital financial services, empowering consumers, businesses, financial
institutions, and governments with fast, reliable, and convenient ways to send money and make payments around the
world. Our goal is to offer accessible financial services that help people and communities prosper. The Western Union
brand is globally recognized and represents speed, reliability, trust, and convenience.
As we continue to seek to meet the needs of our customers for fast, reliable, and convenient global money movement
and payment services while focusing on regulatory compliance, we are also working to provide consumers and our
business clients with access to an expanding portfolio of financial services and to increase the ways our services can be
accessed, including through the launch of our digital wallet in certain countries.
Our Segments
We manage our business around the consumers and businesses we serve and the types of services we offer. We operate
through two segments: Consumer Money Transfer and Consumer Services.
Our Consumer Money Transfer service enables people to use our well-recognized brands to send money around the
world, usually within minutes. We believe that brand strength, reach of our global network, convenience, reliability, and
value have been important to our business. As of December 31, 2024, our global network included agent locations in more
than 200 countries and territories and many Western Union branded websites. Each location in our agent network is capable
of facilitating a consumer’s use of one or more of our services, with the significant majority offering a Western Union
branded service. As of December 31, 2024, approximately 380,000 of our agent locations had conducted money transfer
activity in the previous 12 months.
Our Consumer Services segment includes our bill payment services, money order services, retail foreign exchange
services, prepaid cards, lending partnerships, digital wallets, and media network.
The table below presents the components of our consolidated revenue:
Year Ended December 31,
2024
2023
2022
Consumer Money Transfer
90%
92%
89%
Consumer Services
10%
7%
6%
Business Solutions(a)
—
1%
5%
100%
100%
100%
(a)
On August 4, 2021, we entered into an agreement to sell our Business Solutions business to Goldfinch Partners LLC and The Baupost Group LLC
(collectively, “the Buyer”), and the final closing for this transaction occurred on July 1, 2023. Accordingly, we no longer report Business Solutions
as a separate segment.
202 Form 10-K
4
4
Consumer Money Transfer
Money transfers from one consumer to another are the core of our business, representing 90% of our total consolidated
revenues for 2024. A substantial majority of these transfers were cross-border transactions. Our money transfer service is
mainly conducted through our retail agent locations but also includes our websites and mobile applications marketed under
our brands (“Branded Digital”). This segment includes five geographic regions whose functions are primarily related to
generating, managing, and maintaining agent relationships and localized marketing activities. We include Branded Digital
transactions in our regions. By means of common processes and systems, these regions, including Branded Digital, create
one interconnected global network for consumer transactions, thereby constituting one Consumer Money Transfer business
and one operating segment.
Operations
Our revenues are primarily derived from consideration paid by customers to transfer money. These revenues vary by
transaction based upon factors such as channel, send and receive locations, send and receive funding method, the principal
amount sent, and, when the money transfer involves different send and receive currencies, the difference between the
exchange rate we set to the customer and a rate available in the wholesale foreign exchange market.
In a typical money transfer transaction, a consumer provides information, either at one of our agent or subagent
locations or online, specifying, among other things, the name and other identifying information regarding the recipient and
the principal amount of the transfer. The consumer also provides funds for the transaction, including fees. Certain of these
processes are streamlined for consumers who participate in our loyalty programs or are registered Branded Digital
customers. This information is entered into our money transfer system, and the funds are made available for pick-up by
the recipient within our system, usually within minutes, in the country or territory specified by the consumer, or paid into
the designated account of the recipient. Consumers then receive a unique identifying number assigned by our system,
which the consumer must communicate to the recipient in order to obtain a payout in cash. In this situation, the recipient
generally enters an agent location in the designated receiving country or territory, presents the unique identifying number
and identification, where applicable, and is paid the transferred amount by our agent based on the information in our
system. Recipients generally do not pay a fee. However, in limited circumstances, a tax may be imposed by the local
government on the receipt of the money transfer, or a fee may be charged by the recipient’s institution related to the use
of an account. We determine the fee paid by the sender, which generally is based on the principal amount of the transaction,
the send and receive country or territory, the send and receive funding method, and channel.
In a retail transaction, we generally pay our agents a commission based on a percentage of revenue. A commission is
usually paid to both the agent that initiated the transaction, the “send agent,” and the agent that paid the transaction, the
“receive agent.” For most agents, the costs of providing the physical infrastructure and staff are typically already covered
by the agent’s primary business (e.g., postal services, banking, check cashing, travel, and retail businesses). Western
Union’s global reach and large consumer base allow us to attract agents we believe to be well-positioned to deliver our
services. In a Branded Digital transaction, we typically pay a credit card processor or bank a fee for collecting the principal,
and we are also responsible for losses from chargebacks and fraud, in addition to commissions owed to the receive agent
in the event of cash payout.
Services
We offer money transfer services in more than 200 countries and territories, with a number of options for sending
funds that provide consumers convenience and choice, through both our retail and digital money transfer channels.
•
Retail - The majority of our remittances constitute retail transactions in which payment is collected at an agent or
owned location and is available for pick-up at another location, usually within minutes. We offer a variety of
methods for consumers to initiate transactions. In select markets, consumers may stage a transaction either online
or using a mobile device and subsequently pay for the transaction at one of our agent or owned locations.
Additionally, in certain agent locations, consumers can enter a transaction at a self-service kiosk and subsequently
pay for the transaction at the counter of the location.
•
Digital - In many countries and territories, consumers can initiate a money transfer from a Western Union branded
website or mobile application or from sites and applications hosted by our third-party digital partners.
2024 Form 10-K
5
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 can fund a money transfer
from an account and through an account using an automated teller machine (“ATM”). In digital channels, consumers can
generally fund transactions using a credit card, debit card, electronic funds transfer processed through the automated
clearing house (“ACH”) payment system or similar system outside the United States, online banking direct payment
methods, other bank account-based payment, or, where available, from our or our partners' digital wallets.
We also provide several options for the receipt of funds. At our retail agent locations, consumers generally receive
payments in cash. However, in certain countries, our retail agents may also issue a money order or check or provide payout
through an ATM. Funds can also be directed to a bank account in many countries, by either the sender or receiver, and in
more limited circumstances, can be paid into or directed to a mobile wallet, a stored-value card, or debit card.
Distribution and Marketing Channels
We offer our Consumer Money Transfer services around the world primarily through our global network of agents
and subagents in most countries and territories, with approximately 90% of our agent locations being located outside the
United States. Our agents facilitate the global distribution and convenience associated with our brands, which in turn helps
create demand for our services and helps us to recruit and retain agents. Western Union agents include large networks such
as post offices, banks, and retailers, and other established organizations as well as smaller independent retail locations,
which typically provide other consumer products and services. Many of our agents have multiple locations. Our agents
know the markets they serve and leverage this local knowledge to develop business plans for their markets. In some
regions, our agents contribute financial resources to, or otherwise support, our efforts to market our services. Many agents
operate in locations that are open outside of traditional banking hours, for example, on nights and weekends. Our top 40
agents and partners globally have been with us for more than 20 years, on average, and in 2024, these long-standing
relationships accounted for transactions that generated nearly 60% of our Consumer Money Transfer revenue. No
individual agent or partner accounted for greater than 10% of the segment’s revenue during any of the periods presented.
We provide our agents with access to our multi-currency, real-time money transfer processing systems, which are
used to originate and pay money transfers. Our systems and processes enable our agents to pay money transfers in over
130 currencies worldwide. Certain of our agents can pay in multiple currencies at a single location. Our agents provide the
point-of-sale presence and facilitate the interface with Western Union required to complete the transfers. Western Union
provides central operating functions such as transaction processing, settlement, marketing support, and consumer
relationship management to our agents, as well as compliance training and related support. Some of our agents outside the
United States, whom we refer to as master agents, manage subagents. Although the subagents are under contract with these
master agents (and not with Western Union directly), the subagent locations typically have access to similar technology
and services as our other agent locations. Our international agents often customize services as appropriate for their
geographic markets. In some markets, individual agents independently offer specific services such as stored-value card or
account payout options.
We have expanded the number of our owned and operated locations and our agent “concept stores,” in which we
partner with agents who have demonstrated high-quality customer service and expertise in serving particular geographies
or corridors. We believe that our owned locations and concept stores allow us to better control the customer experience,
test new products and services, and acquire customers for our digital services at a lower cost.
While we typically perform services under the Western Union brand, in certain geographic regions, we operate under
other brands targeted to the local market, such as Vigo and Orlandi Valuta. We market our services to consumers in a
number of ways, directly and indirectly through our agents and their subagents, leveraging promotional activities,
grassroots, direct-to-consumer communications, digital advertising, and other incentives. We cooperate with various
partners around the world to offer a variety of branded, co-branded, and non-Western Union branded money transfer
services, including services offered exclusively under the partners’ brands. While the terms of these arrangements vary,
these services are often marketed by the third-party partner and offered under the partner’s license to provide money
transfer services. As a result, the regulatory requirements applicable to us under these arrangements may also vary.
202 Form 10-K
4
6
Industry Trends
Trends in the volume of cross-border money transfer activity correlate with migration, global economic opportunity,
and related employment levels worldwide. A significant trend that continues to impact the money transfer industry is
increasing regulation. Regulations in the United States and elsewhere focus, in part, on anti-money laundering, anti-
terrorist financing, consumer protection, transparent pricing, consumer privacy, data protection, and information security.
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 and can
make it more difficult or less desirable for consumers and businesses to use money transfer services, either of which could
have an adverse effect on money transfer providers’ revenues and operating income. Additionally, our ability to enter into
or maintain exclusive arrangements with our agents has been and may continue to be challenged by both regulators and
certain of our current and prospective agents. For further discussion of the regulatory impact on our business, see the
Regulation discussion in this section, Part I, Item 1A, Risk Factors - “Risks Relating to Our Regulatory and Litigation
Environment.”
We are seeing increased competition from, and increased market acceptance of, electronic, mobile, and internet-based
money transfer services as well as digital currencies, including cryptocurrencies. We believe this shift in consumer
preference will continue, resulting in an increasing proportion of remittances being sent through digital means in the future.
Competition
We face robust competition in the highly fragmented consumer money transfer industry. We compete with a variety
of remittance providers, including:
•
Global money transfer providers - Global money transfer providers allow consumers to send money to a wide
variety of locations, in both their home countries and abroad.
•
Regional money transfer providers - Regional money transfer providers, or “niche” providers, provide the same
services as global money transfer providers but focus on a smaller group of geographic corridors or services
within one region, such as North America to the Caribbean, Central, or South America, or Western Europe to
North Africa.
•
Digital channels - Digital service providers, including certain payment providers, allow consumers to send and
receive money digitally using the internet or through mobile devices. Digital channels also include digital wallets,
digital currencies, including cryptocurrencies, cryptocurrency exchanges, and social media and other
predominantly communication or commerce-oriented platforms that offer money transfer services.
•
Banks, postbanks, and post offices - Banks, postbanks, and post offices of all sizes compete with us in a number
of ways, including money transfers, bank transfer and wire services, payment instrument issuances, and card-
based services.
•
Informal networks - Informal networks enable people to transfer funds without formal mechanisms and often
without compliance with government reporting requirements.
•
Alternative channels - Alternative channels for sending and receiving money include mail and commercial courier
services and card-based options, such as ATM cards and stored-value cards.
We believe the most significant competitive factors in Consumer Money Transfer remittances relate to the overall
consumer value proposition, including brand recognition, trust, reliability, consumer experience, price, speed of delivery,
distribution network, variety of send and receive payment methods, and channel options.
Consumer Services
Consumer Services primarily consists of our bill payment services in Argentina and the United States and our money
order services. Also included are our retail foreign exchange services, media network, prepaid cards, lending partnerships,
2024 Form 10-K
7
and the non-money transfer aspects of our consumer ecosystem, such as our digital wallet, which allows consumers in
certain countries to load and spend funds. Consumer Services revenue represented 10% of our total consolidated revenues
for 2024.
Our bill payment services provide fast and convenient options for consumers, businesses, and other organizations to
make payments, including to utilities, auto finance companies, mortgage servicers, financial service providers, and
government agencies. Generally, these bill payment services are initiated by consumers making a cash payment at an agent
or an owned location or making a payment through westernunion.com. We believe our business partners, who receive
payments through our services, benefit from their relationship with Western Union, as it provides them with real-time or
near real-time posting of their customers’ payments. In many circumstances, our relationships with business partners also
provide them with an additional source of income and reduce their expenses for handling of payments. Revenue from our
bill payment services is derived primarily from transaction fees paid by customers and billers.
Consumers use our money orders for making purchases, paying bills, and as an alternative to checks. We derive
investment income from interest generated on our money order settlement assets, which are primarily held in United States
tax-exempt state and municipal debt securities.
In our retail foreign exchange services, we provide consumers with access to exchange currencies at our retail
locations, earning revenues for the difference between the exchange rate we set to the consumer and the rate at which we
acquired the currency. In our media network, we earn revenues by reaching consumers with relevant offers and brand
messages, in retail locations, on our websites and mobile applications, or on third-party sites. For non-money transfer
aspects of our consumer ecosystem, we derive income primarily from transaction fees and contractual relationships with
partners such as the issuing bank for Western Union-branded prepaid cards.
Intellectual Property
The Western Union trademarks and service marks and the Company’s Black & Yellow trade dress are used and/or
registered worldwide and are material to our Company. We offer money transfer services under the Western Union®,
Vigo®, and Orlandi Valuta® brands. We also provide various payment and other services under many brands and product
names, including Pago Fácil®, Quick Collect®, Quick PaySM, and Quick Cash®. Our operating results have allowed us to
invest significantly each year to support our brands, and in some regions, our agents have also contributed financial
resources to assist with marketing our services. Additionally, we own patents and patent applications covering various
aspects of our products and services, covering a range of technologies, including those related to money transfer,
compliance analytics, fraud prevention, and mobile applications.
Regulation
Our business is subject to a wide range of laws and regulations enacted by the United States federal government, each
of the states, many localities, and many other countries and jurisdictions, including the European Union (“EU”). These
include increasingly strict legal and regulatory requirements intended to help detect and prevent money laundering,
terrorist financing, fraud, drug trafficking, human trafficking, and other illicit activity. These also include laws and
regulations regarding financial services, consumer disclosure and consumer protection, currency controls, money transfer
and payment instrument licensing, payment services, credit and debit cards, electronic payments, unclaimed property, the
regulation of competition, consumer privacy, data protection, and information security. Failure by Western Union, our
agents or their subagents (agents and subagents are third parties, over whom Western Union has limited legal and practical
control), and certain of our service providers to comply with any of these requirements or their interpretation could result
in regulatory action, the suspension or revocation of a license or registration required to provide money transfer or payment
services, the limitation, suspension, or termination of services, changes to our business model, loss of consumer
confidence, private class action litigation, the seizure of our assets, and/or the imposition of civil and criminal penalties,
including fines and restrictions on our ability to offer services.
Money Transfer and Payment Instrument Licensing and Regulation
Most of our services are subject to anti-money laundering laws and regulations, including the Bank Secrecy Act in
the United States, as amended (collectively, the “BSA”), and similar laws and regulations in the United States and abroad.
The BSA, among other things, requires money transfer companies and the issuers and sellers of money orders to develop
202 Form 10-K
4
8
and implement risk-based anti-money laundering programs, to report large cash transactions and suspicious activity, and
in some cases, to collect and maintain information about consumers who use their services and maintain other transaction
records. In addition to United States federal laws and regulations, many other countries and states impose similar and, in
some cases, more stringent requirements. These requirements may also apply to our agents and their subagents. In addition,
the United States Department of the Treasury has interpreted the BSA to require money transfer companies to conduct due
diligence into and risk-based monitoring of their agents and subagents inside and outside the United States, and certain
states in the U.S. also require money transfer companies to conduct similar due diligence reviews. Compliance with anti-
money laundering laws and regulations continues to be a focus of regulatory attention, with recent settlement agreements
being reached with several large financial institutions.
Economic and trade sanctions programs administered by the United States Department of the Treasury’s Office of
Foreign Assets Control (“OFAC”) and by certain foreign jurisdictions prohibit or restrict transactions to or from (or
dealings with or involving) certain countries, regions, governments, and in certain circumstances, specified foreign
nationals, as well as with certain individuals and entities such as narcotics traffickers, terrorists, and terrorist organizations.
We seek to provide limited money transfer and payment services to parties in Syria and certain regions of Ukraine in
accordance with United States laws authorizing such services, and pursuant to and as authorized by advisory opinions of,
or specific or general licenses issued by, OFAC.
In the United States, almost all states license certain of our services, and many exercise authority over the operations
of certain aspects of our business and, as part of this authority, regularly examine us. Many states specify the amount and
composition of eligible assets that certain of our subsidiaries must hold in order to satisfy our outstanding settlement
obligations. In compliance with these regulations, we invest some of the principal of outstanding money orders, money
transfers, or payments in highly-rated, investment grade securities, and our use of such investments is restricted to
satisfying outstanding settlement obligations. We regularly monitor credit risk and attempt to mitigate our exposure by
investing in highly-rated securities. The substantial majority of our investment securities, classified within Settlement
assets in the Consolidated Balance Sheets, are held in order to comply with state licensing requirements in the United
States and are required to have credit ratings of “A-” or better from a major credit rating agency.
These licensing laws also cover matters such as government approval of controlling shareholders and senior
management of our licensed entities, regulatory approval of agents and in some instances their locations, consumer
disclosures and the filing of periodic reports by the licensee, and they may require the licensee to demonstrate and maintain
certain net worth levels. Many U.S. states also require money transfer providers and their agents to comply with federal
and/or state anti-money laundering laws and regulations. There are different shareholding thresholds that may require prior
regulatory approval in connection with certain licenses our subsidiaries hold in the United States and outside of the United
States. As such, any person who intends to acquire 10% or more of the total equity interest of our Company may be
required to obtain prior approval from (or rebut the presumption that such person will become a controlling shareholder
with) one or more of our regulators. In addition, certain of our licensed entities are required to make prior notification and
seek prior approval from our regulators when certain shareholding thresholds are exceeded.
Outside the United States, our money transfer business is subject to some form of regulation in almost all of the
countries and territories in which we offer those services. These laws and regulations may include limitations on what
types of entities may offer money transfer services, agent registration requirements, limitations on the amount of principal
that can be sent into or out of a country, limitations 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 information about
consumers, recordkeeping, reporting and due diligence, and supervision of agents and subagents similar to and in some
cases exceeding those required under the BSA. In most countries, either we or our agents are required to obtain licenses
or to register with a government authority in order to offer money transfer services, and in certain countries, we must
maintain sufficient cash or other funds to satisfy payout obligations in these countries. Where we cooperate with partners
around the world to offer money transfer services marketed exclusively under the partners’ brands, the regulatory
requirements applicable to us may vary.
The majority of our EU business is managed through our Irish payment institution subsidiary, Western Union Payment
Services Ireland Limited, which is regulated by the Central Bank of Ireland under the Second EU Payment Services
Directive EU 2015/2366 (“PSD2”). PSD2 imposes rules on payment service providers like Western Union, aiming to drive
increased competition, innovation, and transparency across the EU payments market, while enhancing consumer protection
2024 Form 10-K
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and the security of internet payments and account access. PSD2: (i) has increased the supervisory powers granted to
member states with respect to activities performed by companies such as Western Union, and our agent network, (ii)
provides for customer identity verification and authentication measures and agent monitoring responsibilities, (iii) provides
member states with the ability to limit the types, nature, and amount of charges we may assess and increases customer
refund rights, and (iv) increases information security and incident reporting responsibilities.
Under our PSD2 license and local EU member states’ implementing legislation and associated regulatory supervisory
powers, guidelines, and regulatory technical standards, we are responsible for the regulatory compliance of our agents and
their subagents. We are also subject to requirements such as capital and safeguarding rules, certain consumer protection
requirements, information technology, and operational security risk management requirements, outsourcing oversight
requirements, and periodic regulatory examinations similar to those in the United States. These rules have resulted in
increased compliance and agent monitoring costs, regulatory guidelines and associated supervision, and increased
competition across the payments industry as a result of the entry of many new payment service providers. We continue to
monitor the impact on our business of PSD2 and associated regulatory guidelines and technical standards, including
indicators of changes in the payment services market such as competition from new payment and electronic money license
authorizations, including those by multinational online service and technology companies, and we are also monitoring the
potential impact of the Third Payment Services Directive (“PSD3”), which will replace PSD2 but has not yet been brought
into effect.
Our European Union digital money transfer business is managed through our Austrian banking subsidiary, which is
regulated by the Austrian Financial Market Authority under the Austrian Banking Act. Its digital money transfer business
is subject to payment services regulated under PSD2 and local implementing legislation. Following the United Kingdom's
(“UK”) departure from the EU (“Brexit”), we also have a payment institution to conduct money remittance in the UK,
which is authorized by the Financial Conduct Authority (“FCA”) and offers retail money transfer services via UK agents
and our UK Branded Digital services. In addition, we have a subsidiary that operates under a banking license in Brazil.
We have developed and continue to enhance our global compliance programs, including our anti-money laundering
program, comprised of policies, procedures, systems, and internal controls to monitor and to address various legal and
regulatory requirements. In addition, we continue to adapt our business practices and strategies to help us comply with
current and evolving legal standards and industry practices, including heightened regulatory focus on compliance with
anti-money laundering or fraud prevention requirements. These programs include dedicated compliance personnel,
training and monitoring programs, suspicious activity reporting, regulatory outreach and education, and support and
guidance to our agent network on regulatory compliance. Our money transfer and payment service networks operate
through agents in most countries, and, therefore, there are limitations on our legal and practical ability to completely
control those agents’ compliance activities.
Regulators worldwide are exercising heightened supervision of money transfer providers and banks’ relationships
with money transfer providers and requiring increasing efforts to ensure compliance. As a result, we continue to incur
significant compliance costs related to customer, agent, and subagent due diligence, verification, transaction approval,
disclosure, and reporting requirements, including requirements to report transaction data to a greater extent or frequency
than previously required, along with other requirements that have had and could continue to have a negative impact on our
financial condition and results of operations.
Government agencies both inside and outside the United States may impose new or additional rules on money transfers
affecting us, our agents, or their subagents, including regulations that:
•
prohibit, restrict, and/or impose taxes or fees on money transfer transactions in, to, or from certain countries or
with certain governments, individuals, and entities;
•
impose additional customer identification, proof of legal residence, and customer, agent, and subagent due
diligence requirements;
•
impose additional reporting or recordkeeping requirements or require enhanced transaction monitoring;
202 Form 10-K
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•
limit the types of entities capable of providing money transfer services, impose additional licensing or registration
requirements on us, our agents, or their subagents, or impose additional requirements on us with regard to
selection or oversight of our agents or their subagents;
•
impose minimum capital or other financial requirements on us or our agents and their subagents;
•
limit or restrict the revenue which may be generated from money transfers, including transaction fees and revenue
derived from foreign exchange;
•
require enhanced disclosures to our money transfer customers;
•
require the principal amount of money transfers originated in a country to be invested in that country or held in a
trust until they are paid;
•
limit the number or principal amount of money transfers which may be sent to or from a jurisdiction, whether by
an individual, through one agent, or in aggregate;
•
impose more stringent information technology, cybersecurity, data, and operational security requirements on us
or our agents and their subagents, including relating to data transfers and the use of cloud infrastructure;
•
impose additional risk management and related governance and oversight requirements, including relating to the
outsourcing of services to other group companies or to third parties; and
•
prohibit or limit exclusive arrangements with our agents and subagents.
Consumer Protection Regulations
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) created the Consumer
Financial Protection Bureau (“CFPB”), which implements, examines compliance with, and enforces federal consumer
protection laws governing financial products and services, including money transfer services. The CFPB has created
additional regulatory obligations for us and has the authority to further define participants in markets for consumer
financial products and services and examine and supervise us and our larger competitors, including for matters related to
unfair, deceptive, or abusive acts and practices (“UDAAP”), the Electronic Funds Transfer Act (“EFTA”) and Regulation
E. The CFPB’s regulations implementing the remittance provisions of the Dodd-Frank Act have affected our business in
a variety of areas. These include: (i) a requirement to provide consumers sending funds internationally from the United
States with enhanced, written, pre-transaction disclosures and transaction receipts, including the disclosure of fees, foreign
exchange rates and taxes, (ii) an obligation to resolve various errors, including certain errors that may be outside our
control, and (iii) an obligation at a consumer’s request to cancel transactions that have not been completed. We have
modified certain of our systems, business practices, service offerings, and procedures to comply with these regulations.
We also face liability for the failure of our money transfer agents to comply with the rules and have implemented and are
continuing to enhance additional policies, procedures, and oversight measures designed to foster compliance by our agents.
The extent of our and our agents’ implementation of these policies, procedures, and measures may be considered by the
CFPB in any action or proceeding against us for noncompliance with the rules by our agents. The CFPB has also
implemented a direct portal for gathering information regarding consumer complaints, including with respect to money
transfers. The CFPB uses the information collected to help improve its supervision of companies, enforcement of federal
consumer financial laws, and writing of rules and regulations. This effort may lead to additional regulations and regulatory
scrutiny of our business. Most recently, the CFPB created a non-bank company registry to collect information about certain
publicly available agency and court orders and facilitate CFPB supervision. We have registered with the CFPB, as required,
uploaded the requested orders, and must additionally comply with annual attestation requirements.
In addition, various jurisdictions in and outside the United States have consumer protection laws and regulations, and
numerous governmental agencies are tasked with enforcing those laws and regulations. Consumer protection principles
continue to evolve globally, and new or enhanced consumer protection laws and regulations may be adopted.
Governmental agencies tasked with enforcing consumer protection laws or regulations are communicating more frequently
2024 Form 10-K
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and coordinating their efforts to protect consumers. As the scope of consumer protection laws and regulations change, we
may experience increased costs to comply and other adverse effects to our business.
Derivatives Regulations
Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (the “CFTC”), as well as
the provisions of the European Market Infrastructure Regulation (“EMIR”), as amended, and its technical standards, which
are directly applicable in the member states of the EU and have been retained in the UK since Brexit, have subjected
certain foreign exchange hedging transactions, including certain intercompany hedging transactions and certain of the
corporate interest rate hedging transactions we may enter into in the future, to reporting, recordkeeping, and other
requirements. Additionally, certain of the corporate interest rate hedging transactions and foreign exchange derivatives
transactions we may enter into in the future may be subject to centralized clearing requirements or may be subject to
margin requirements in the United States, the EU, and the UK. Other jurisdictions outside of the United States, the EU,
and the UK, have implemented, are implementing, or may implement regulations similar to those described above.
Derivatives regulations have added costs to our business, and any additional requirements, such as future registration
requirements and increased regulation of derivatives contracts, will likely result in additional costs or impact the way we
conduct any hedging activities.
Unclaimed Property Regulations
Our Company is subject to unclaimed property laws in the United States and in certain other countries, and our agents
are subject to unclaimed property laws in some jurisdictions. These laws require us or our agents, as applicable, to turn
over to certain government authorities the property of others held by our Company that has been unclaimed for a specified
period of time, such as unpaid money transfers and money orders. We hold property subject to unclaimed property laws,
and we have an ongoing program designed to help us comply with these laws. We are subject to audits with regard to our
escheatment practices. For further discussion of the risks associated with unclaimed property, see Part I, Item 1A, Risk
Factors - “We are subject to unclaimed property laws, and differences between the amounts we have accrued for unclaimed
property and amounts that are claimed by a state or foreign jurisdiction could have a significant impact on our results of
operations and cash flows.”
Privacy Regulations and Information Security Standards
We must collect, transfer, disclose, use, and store personal information in order to provide our services. These
activities are subject to information security, data privacy, data protection, data breach, and related laws and regulations
in the United States, the EU, and most of the other countries in which we provide services. These laws and requirements
continue to evolve and may become increasingly challenging to comply with.
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In the United States, federal data privacy laws such as the federal Gramm-Leach-Bliley Act and various state laws,
such as the California Consumer Privacy Act (“CCPA”), the Colorado Privacy Act (“CPA”), and other data privacy and
breach laws, apply to a broad range of financial institutions including money transfer providers like Western Union and to
companies that provide services to or on behalf of those institutions. The number of comprehensive state privacy laws
continues to grow, creating additional risks and complexity due to variations in each state’s law. The United States Federal
Trade Commission (“FTC”), which has jurisdiction over companies such as Western Union, has brought numerous
enforcement actions, resulting in multi-year settlements and significant fines against companies whose privacy or data
security practices allegedly violated the law. The CCPA, CPA, and other state privacy laws impose heightened data privacy
requirements on companies that collect information from residents of the particular states and create a broad set of privacy
rights and remedies modeled in part on the General Data Protection Regulation (“GDPR”), as discussed below. The FTC,
the CFPB, and some states continue to investigate companies’ privacy practices including those related to online and
mobile applications. Most state laws require notification to be provided to affected individuals, state authorities, and
consumer reporting agencies, in the event of a breach of certain types of personal data contained in electronic systems and,
in some cases, physical documents. Such notification requirements may be subject to various factors, including the level
of encryption, the data elements involved in the incident, and the potential harm to individuals, including consumers,
employees, and other individuals. In addition, we are also subject to United States federal reporting requirements in
connection with some such incidents.
Increasingly, data protection laws of countries outside of the United States are having a significant impact on our
operations and the manner in which we provide our services. The EU has been particularly active in regulating data
protection, and the EU’s approach is frequently followed by other jurisdictions. The trend in data protection laws is one of
increasingly more stringent regulation. The GDPR, the Digital Operational Resilience Act, and other supranational,
national, and provincial laws throughout the world are not uniform but typically include one or more of the following
objectives:
•
regulating the collection, transfer, processing, storage, use and disclosure of personal information;
•
requiring clear notice to individuals of the processing of their personal information;
•
providing for individuals' rights of access, correction, and deletion with respect to their personal
information;
•
restricting the use or disclosure of personal information for secondary purposes;
•
taking appropriate actions to protect the personal information;
•
maintaining and improving cybersecurity resilience;
•
conducting regular risk assessments;
•
managing third-party risks; and
•
reporting significant cybersecurity incidents in a timely manner.
A significant number of these data protection laws outside of the United States require us to provide, under certain
circumstances, notification to affected individuals, data protection authorities, and/or other regulators in the event of a data
breach. We have incurred and we expect will continue to incur expenses to meet the increasingly stringent requirements.
An emerging trend is the increase in data localization laws which require either that personal information be hosted
on local servers or that organizations restrict the transfer of personal information outside of national borders. These laws
present operational and technology challenges that can require companies to make significant changes to the management
of personal information and can increase our costs and impact our ability to process personal information. These laws may
also restrict or limit our ability to process transactions using centralized databases, including cloud computing
infrastructure and software, for example, by requiring that transactions be processed using a database maintained in a
particular country or region.
Data privacy regulations, laws, and industry standards also impose requirements for safeguarding personal
information. For further discussion of these risks, see Part I, Item 1A, Risk Factors - “Breaches of our information security
2024 Form 10-K
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safeguards could adversely affect our ability to operate and could damage our reputation and adversely affect our
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
other legal obligations and requests, we make certain personal information available to certain United States federal, state,
and foreign government agencies. In recent years, we have experienced data sharing requests by these agencies, including
in connection with efforts to combat money laundering, terrorist financing, fraud, drug trafficking, and human trafficking.
During the same period, there has also been increased public attention to the corporate use and disclosure of personal
information, accompanied by legislation and regulations intended to strengthen data protection, information security, and
consumer privacy. These regulatory and law enforcement goals, and the protection of the individual’s right to privacy,
may conflict or otherwise present challenges, and the law in these areas is not consistent or settled. The legal, political,
and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court
rulings, or other events could expose us to increased program costs, liability, and reputational damage.
For further discussion of risks related to current and proposed data privacy and security laws and regulations, see Part
I, Item 1A, Risk Factors - “Current and proposed regulation addressing consumer privacy and data use and security
could increase our costs of operations, which could adversely affect our operations, results of operations, and financial
condition.”
Other
Some of our services are subject to card association rules and regulations. For example, an independent standards-
setting organization, the Payment Card Industry (“PCI”) Security Standards Council, developed a set of comprehensive
requirements concerning payment card account security through the transaction process, called the 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 worldwide and are subject to fines if we are found to be non-compliant.
Human Capital Management
Our People
As of December 31, 2024, our businesses employed approximately 9,100 individuals, of which approximately 1,400
employees are located inside the United States. Our employees span more than 50 countries.
Attracting, Developing, and Engaging Employees
Our recruitment efforts focus on identifying internal and external talent with skills that are critical to our business
strategy, such as skills in technology, cloud, data architecture, cybersecurity, payment systems, and other areas of expertise.
We actively assess our new talent needs, evaluate the extent to which current staff have critical skills, and provide training
and development to our global workforce to build these capabilities. Our recruiting team uses multiple channels to find,
assess, and hire employees. As a global company operating in more than 200 countries and territories, we are focused on
hiring high-caliber talent that possess a diverse set of skills and experiences and who reflect the diversity of the
communities we serve. We aim to create a culture of belonging to support retention and career growth and recognize the
strategic importance of belonging in our workforce and in our talent management practices.
Our employee development philosophy centers around learning and empowerment. To position our people for success,
we provide our employees with access to a variety of learning, including self-paced digital and facilitated formats.
Employees also gain valuable experiences through on the job learning, special assignments and projects, and coaching and
mentoring. We provide tools and resources to enable employees and leaders to have quality performance and career
conversations to further enable employees to learn and grow. As part of our commitment to a culture of ethics and
compliance, we provide new employees with mandatory education related to compliance, ethics, privacy, and information
security. Existing employees also receive annual training on these topics.
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We assess employee engagement regularly. Our employee engagement approach includes periodic surveys to help
leaders better understand what our employees are thinking, what they value, and what they need. We benchmark our
engagement results against global peers to better understand our strengths and areas of opportunity. Our ongoing goals
include listening to our employees and ensuring that our employees are informed, feel that their concerns are heard, and
are empowered to make decisions. We also have site leaders in office locations with more than five employees. The site
leader program is an important tool to ensure we have key leaders around the globe delivering consistent messages about
our strategy, our values and behaviors, and our customers, while building a deep sense of engagement among our
employees.
As of December 31, 2024, over 50% of our global workforce were women and 36% of senior management-level and
above positions were held by women. Our leadership team has diverse backgrounds, with wide-ranging, global and cultural
experience. Three out of our seven executive officers identify as diverse, including one who is female, one who identifies
as Black/African-American, and one who identifies as Hispanic/Latino. Six of our eleven directors are diverse, including
four directors who are female and four directors who identify as Hispanic/Latino, Asian, American Indian, or LGBTQ+.
Compensation, Benefits, and Wellness
We seek to provide compensation that motivates, retains, and rewards our employees and attracts future talent. We
offer packages designed to inspire the delivery of exceptional performance and results to help us deliver on our business
strategy, stockholder commitments, and Company values. To guide our annual compensation processes, we examine and
benchmark market data for countries where we operate, as available data allows.
We strive to achieve equal pay for equal work. We regularly review and update salary ranges and perform internal
pay equity reviews, with the goal of developing impartial and competitive pay practices and aligning salaries to local
market conditions and cost-of-labor changes. We also offer employees multiple channels to raise pay equity concerns,
such as our human resources team, ethics helpline, and legal department.
Our benefit packages aim to support the health and well-being of our employees and their families, including same
sex domestic partners in all countries where legally permissible. Our benefit packages vary among countries based on
laws, cultural norms, and market practices. Benefits generally available to full-time employees include medical benefits,
risk insurance benefits (life, disability, and accidental death and dismemberment), global adoption assistance, our
employee assistance program (counseling, legal, and other professional services), paid leave, a scholarship program
available to employees with college-age children, a global recognition and reward program, and business travel assistance
and insurance.
Available Information
The Western Union Company is a Delaware corporation, and its principal executive offices are located at 7001 East
Belleview Avenue, Denver, CO, 80237, telephone (866) 405-5012. The Company’s Annual Report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge
through the “Investor Relations” portion of the Company’s website, www.westernunion.com, as soon as reasonably
practical after they are filed with the Securities and Exchange Commission (“SEC”). The SEC maintains a website,
www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with
the SEC by the Company.
2024 Form 10-K
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Information About our Executive Officers
Our executive officers consist of the individuals listed below:
Name
Age
Position
Devin McGranahan
55
President, Chief Executive Officer, and Director
Matt Cagwin
50
Executive Vice President, Chief Financial Officer
Benjamin Adams
53
Executive Vice President, Chief Legal Officer
Giovanni Angelini
55
President, Europe, Africa, and MEPA
Cherie Axelrod
59
Executive Vice President, Chief Risk and Compliance Officer
Rodrigo Garcia Estebarena
52
President, North America
Andrew Walker
58
Executive Vice President, Chief Operations Officer
Devin McGranahan is our President and Chief Executive Officer and member of the Company’s Board of Directors
(from December 2021). Prior to joining Western Union, Mr. McGranahan was with Fiserv, Inc., a global provider of
payments and financial services technology solutions, where he served as Executive Vice President, Senior Group
President, Global Business Solutions, from 2018 to 2021 and Group President, Billing and Payments Group, from 2016 to
2018. Before joining Fiserv, Mr. McGranahan served as a senior partner at McKinsey & Company, a global management
consulting firm. While there, he held a variety of senior management roles, including leader of the global insurance practice
from 2013 to 2016 and as a co-chair of the global senior partner election committee from 2013 to 2015. In addition, Mr.
McGranahan served as co-leader of the North America financial services practice from 2009 to 2016. He joined McKinsey
& Company in 1992 and served in a variety of other leadership positions prior to 2009.
Matt Cagwin is our Executive Vice President, Chief Financial Officer (from January 2023). Mr. Cagwin previously
served as our Interim Chief Financial Officer from September 2022 to January 2023. Mr. Cagwin joined the Company in
July 2022 as Head of Business Unit Financial Planning and Analysis. Prior to joining the Company, Mr. Cagwin served
as Senior Vice President, Chief Financial Officer – Merchant Acceptance of Fiserv, Inc. from 2019 to 2022, in the same
role at First Data Corporation from 2018 to 2019, and as Senior Vice President, Corporate Controller and Chief Accounting
Officer of First Data Corporation from 2014 to 2018. Prior to his roles at Fiserv and First Data, Mr. Cagwin spent ten years
at Coca-Cola Enterprises in a variety of senior management roles, including Vice President and European Controller and
Vice President and Assistant Corporate Controller.
Benjamin Adams is our Executive Vice President, Chief Legal Officer (from June 2022) and previously served as
our Interim Chief People Officer (from February 2023 to July 2023). Prior to joining the Company, Mr. Adams was Vice
President, Legal at PayPal from 2015 to 2022. From 2007 to 2015, Mr. Adams served as Assistant General Counsel, Global
Commercial Lead for Microsoft Corporation and held various senior legal positions at Nokia Corporation, including Head
of Legal, Americas Region, Head of Legal, India and Emerging Market Services, and Head of Legal, Mergers and
Acquisitions.
Giovanni Angelini is our President, Europe, Africa, and MEPA (from October 2024) and previously served as our
President, Europe and Africa (from September 2022 to October 2024). Mr. Angelini previously served as Head of Global
Independent Channels and Senior Vice President and General Manager, Global Money Transfer Consumer Network.
Earlier in his career, from 1996 until early 2002, he was a Senior Manager at Bain & Company in Italy. From 2002 to
2011, he served as General Manager of Angelo Costa Group (a former Western Union Master Agent). Following the
acquisition of the Angelo Costa business by Western Union in 2011, Mr. Angelini became CEO of Angelo Costa and
Finint, and then Head of Independent Channels, Europe at Western Union.
Cherie Axelrod is our Executive Vice President, Chief Risk and Compliance Officer (from August 2022). Ms.
Axelrod previously served as the Company’s Chief Auditor from 2018 to 2022. Prior to that, she served as Deputy Chief
Compliance Officer and U.S. Settlements Lead from 2016 to 2018 and Director of Project Management – Compliance
from 2012, when she joined Western Union. Before joining Western Union, Ms. Axelrod held various roles of increasing
responsibility, including divisional Chief Financial Officer for the Consumer and Small Business division of Qwest
Communications International, Inc.
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Rodrigo Garcia Estebarena is our President, North America (from October 2023), and previously served the
Company as President, Latin America and the Caribbean (“LACA”) from 2022, Senior Vice President Head of LACA
from 2021 to 2022, Vice President Head of Mexico, Caribbean, and Central America from 2017 to 2021, and Vice
President and General Manager Mexico from 2014 to 2017. Mr. Estebarena joined Western Union in 2008 as Business
Development Regional Director. From 2008 to 2014, Mr. Estebarena held a variety of progressively responsible positions
with the Company, including Director of Business Development Stored Value LACA and Director Product Management
& New Channels LACA.
Andrew Walker is our Executive Vice President, Chief Operations Officer (from April 2022). Previously, Mr.
Walker was Executive Vice President and Chief Administrative Officer at United Services Automobile Association
(USAA) from 2020 to 2022 and before that he was Chief Procurement Officer at USAA from 2018 to 2020. Prior to
USAA, Mr. Walker was President of Nationwide Bank, a subsidiary to Nationwide where he spent 11 years in a variety
of senior management roles, including Senior Vice President, Chief Procurement Officer and Information Technology
Chief Financial Officer.
2024 Form 10-K
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Item 1A. Risk Factors
The following is a summary of certain key risk factors with respect to our Company. You should read this summary
together with the more detailed descriptions of risks relating to our Company below.
Risks Relating to Our Business and Industry
•
Demand for our services is dependent on a number of factors that could be materially impacted by adverse
changes in the global economy.
•
We operate in highly competitive and rapidly evolving industries and face competition from a wide variety of
service providers.
•
Our business depends on consumer confidence and migration patterns, which could be adversely affected by a
number of factors, many of which are outside of our control.
•
Our Consumer Money Transfer business is highly dependent on our ability to maintain our agent network under
terms consistent with or more advantageous than those currently in place.
•
Our industry is subject to rapid and significant technological changes.
•
We are a global company and accordingly are subject to a number of risks related to our international operations.
•
As a company that transfers and retains large amounts of confidential and personal information, we are exposed
to risks relating to ensuring such information is not improperly used or disclosed.
•
Our ability to provide reliable service largely depends on the efficient and uninterrupted operation of our computer
information systems and those of our service providers.
•
We may not realize all of the anticipated benefits from restructuring and related initiatives.
•
We face credit, liquidity, and fraud risks from our agents, consumers, businesses, and third-party processors.
•
Changes in tax laws, including as a result of the Pillar 2 Directive defined and discussed below, or their
interpretation, and unfavorable resolution of tax contingencies could adversely affect our tax expense.
•
Our ability to remain competitive depends in part on our ability to protect our trademarks, patents, and other
intellectual property rights and to defend ourselves against potential intellectual property infringement claims.
Risks Relating to Our Regulatory and Litigation Environment
•
Our services are subject to increasingly strict legal and regulatory requirements, including those intended to help
detect and prevent money laundering, terrorist financing, fraud, drug trafficking, human trafficking, and other
illicit activity.
•
The laws and regulations governing our business are frequently changing and evolving and could require changes
in our business model and increase our costs of operations.
•
The changes in our compliance program required by the consent orders and settlement agreements to which we
are party have had, and may continue to have, adverse effects on our business.
•
Western Union is, and may in the future be, the subject of litigation, including purported class action litigation,
and governmental investigations and enforcement actions, which could result in material settlements, judgments,
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fines, or penalties. Responding to litigation, investigations or enforcement actions also diverts considerable time
and resources from management and, regardless of the outcome, can result in significant legal expense.
There are many factors that affect our business, financial condition, results of operations, and cash flows, some of
which are beyond our control. These risks include, but are not limited to, the risks described in detail below. Such risks
are grouped according to:
•
Risks Relating to Our Business and Industry; and
•
Risks Relating to Our Regulatory and Litigation Environment.
You should carefully consider all of these risks.
Risks Relating to Our Business and Industry
Risks Relating to our Business Model and Competition
Global economic downturns or 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, and difficult
conditions in global financial markets and financial market disruptions could adversely affect our business, financial
condition, results of operations, and cash flows.
The global economy has experienced in recent years, and may experience, downturns, volatility, and disruption, and
we face certain risks relating to such events, including:
•
Demand for our services could soften, including due to low consumer confidence, high unemployment, high
inflation, changes in foreign exchange rates, changes in monetary policy, reduced global trade, including from
trade disruptions, trade restrictions, or tariffs, or other events, such as civil unrest, war, terrorism, natural disasters,
including those related to climate change, public health emergencies or epidemics, and any changes arising as a
result of the recent United States elections. For example, in March 2022, we suspended our operations in Russia
and Belarus, due to the Russia/Ukraine conflict (the “Conflict”), which has had an adverse effect on our business,
financial condition, results of operations, and cash flows. The Conflict has had and is expected to continue to
have broader implications to our overall business, including reduced transaction activity in Ukraine.
•
Our Consumer Money Transfer business relies in large part on migration, which often brings workers to countries
with greater economic opportunities than those available in their native countries. A significant portion of money
transfers are sent by international migrants. Migration is affected by (among other factors) overall economic
conditions, the availability of job opportunities, changes in immigration laws and their enforcement, including
the potential for large scale deportations, restrictions on immigration and travel, and political or other events (such
as civil unrest, war, terrorism, natural disasters, or public health emergencies or epidemics) that would make it
more difficult for workers to migrate or work abroad. Changes to these factors could adversely affect our
remittance volume and could have an adverse effect on our business, financial condition, results of operations,
and cash flows.
•
Many of our consumers work in industries that may be impacted by deteriorating economic conditions more
quickly or significantly than other industries. The prospect of reduced job opportunities, especially in the retail,
healthcare, construction, hospitality, agriculture, and technology industries, or weakness in regional economies
could adversely affect the number of money transfer transactions, the principal amounts transferred, and
correspondingly our results of operations. If general market softness in the economies of countries important to
migrant workers occurs, our results of operations could be adversely impacted. Additionally, if our consumer
transactions decline, if the amount of money that consumers send per transaction declines, or if migration patterns
shift due to weak or deteriorating economic conditions or immigration laws and their enforcement, including the
potential for large scale deportations, our financial condition, results of operations, and cash flows may be
adversely affected.
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•
Our agents or clients could experience 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.
•
Our exposure to receivables from our agents, consumers, and businesses could impact us. For more information
on this risk, see risk factor “We face credit, liquidity, and fraud risks from our agents, consumers, businesses,
and third-party processors that could adversely affect our business, financial condition, results of operations,
and cash flows.”
•
The market value of the securities in our investment portfolio may substantially decline. The impact of that decline
in value may adversely affect our liquidity, financial condition, and results of operations.
•
The third-party service providers on whom we depend may experience difficulties in their businesses, which may
impair their ability to provide services to us and have a potential impact on our own business. The impact of a
change or temporary stoppage of services may have an adverse effect on our business, financial condition, results
of operations, and cash flows.
•
The counterparties to the derivative financial instruments that we use to reduce our exposure to various market
risks, including changes in interest rates and foreign exchange rates, may fail to honor their obligations, which
could expose us to risks we had sought to mitigate. That failure could have an adverse effect on our financial
condition, results of operations, and cash flows.
•
We may be unable to refinance our existing indebtedness or finance our obligations to pay tax on certain of our
previously undistributed earnings pursuant to United States tax reform legislation enacted in December 2017 (the
“Tax Act”) on favorable terms, as such amounts become due, or we may have to refinance or obtain new financing
on unfavorable terms, which could require us to dedicate a substantial portion of our cash flow from operations
to payments on our debt or tax obligations, thereby reducing funds available for working capital, capital
expenditures, acquisitions, share repurchases, dividends, and other purposes.
•
Our revolving credit facility with a consortium of banks is one source for funding liquidity needs and also backs
our commercial paper program. If any of the banks participating in our credit facility fails to fulfill its lending
commitment to us, our short-term liquidity and ability to support borrowings under our commercial paper
program could be adversely affected.
•
Banks upon which we rely to conduct our business could fail or be unable to satisfy their obligations to us. This
could lead to our inability to access funds and/or credit losses for us and could adversely impact our ability to
conduct our business.
•
Insurers we utilize to mitigate our exposures to litigation and other risks may be unable to or refuse to satisfy
their obligations to us, which could have an adverse effect on our liquidity, financial condition, results of
operations, and cash flows.
•
If market disruption or volatility occurs, we could experience difficulty in accessing capital on favorable terms,
and our business, financial condition, results of operations, and cash flows could be adversely impacted.
We face competition from global and niche or corridor money transfer providers, United States and international banks,
card associations, card-based payments providers, and a number of other types of service providers, including
electronic, mobile and internet-based services, and from digital currencies, including cryptocurrencies and related
protocols, and other innovations in technology and business models. Our future success depends on our ability to
compete effectively in the industry.
Money transfer and payment services are highly competitive industries which include service providers from a variety
of financial and non-financial business groups. Our competitors include consumer money transfer companies, banks and
credit unions (including interbank partnerships), card associations, web-based services, mobile money transfer services,
payment processors, card-based payments providers such as issuers of e-money, travel cards, or stored-value cards, digital
202 Form 10-K
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wallets, informal remittance systems, automated teller machine providers and operators, phone payment systems
(including mobile phone networks), postal organizations, retailers, check cashers, mail and courier services, currency
exchanges, and digital currencies, including cryptocurrencies and cryptocurrency exchanges. These services are
differentiated by features and functionalities such as brand recognition, customer service, trust and reliability, distribution
network and channel options, convenience, price, speed, variety of payment methods, service offerings and innovation.
Our business, distribution network and channel options, such as our digital channels, have been and may continue to be
impacted by increased competition, including from new competitors and the consolidation of competitors and the
expansion of their services, which could adversely affect our financial condition, results of operations, and cash flows. For
example, we have experienced increased competition in money transfers sent and received within the United States from
competitors that do not charge a fee to send or receive money through bank accounts. The potential international expansion
of these competitors could represent significant competition to us.
Our future success depends on our ability to compete effectively in money transfer and payment services. For example,
if we fail to price our services appropriately, consumers may not use our services, which could adversely affect our business
and financial results. In addition, we have historically implemented and will likely continue to implement price reductions
from time to time, in response to competition and other factors. Price reductions generally reduce margins and adversely
affect financial results in the short term and may also adversely affect financial results in the long term if transaction
volumes do not increase sufficiently. Further, failure to compete on service differentiation and service quality could
significantly affect our future growth potential and results of operations.
As noted below under risk factor “Risks associated with operations outside the United States and foreign currencies
could adversely affect our business, financial condition, results of operations, and cash flows,” many of our agents outside
the United States are national post offices. These entities are often governmental organizations that may enjoy special
privileges or protections that could allow them to simultaneously develop their own money transfer businesses.
International postal organizations could agree to establish a money transfer network among themselves. Due to the size of
these organizations and the number of locations they have, any such network could represent significant competition to
us.
If customer confidence in our business or in consumer money transfer and payment service providers generally
deteriorates, our business, financial condition, results of operations, and cash flows could be adversely affected.
Our business is built on customer confidence in our brands and our ability to provide fast, reliable money transfer and
payment services. Erosion in customer confidence in our business, or in consumer money transfer and payment service
providers as a means to transfer money, could adversely impact transaction volumes which would in turn adversely impact
our business, financial condition, results of operations, and cash flows.
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 could have an adverse impact on our
results of operations. These factors include:
•
changes or proposed changes in laws or regulations or regulator or judicial interpretation thereof that have the
effect of making it more difficult or less desirable to transfer money using consumer money transfer and payment
service providers, including additional consumer due diligence, identification, proof of legal residence, reporting,
and recordkeeping requirements;
•
the quality of our services and our customer experience, and our ability to meet evolving customer needs and
preferences, including consumer preferences related to our Branded Digital services;
•
failure of our agents, their subagents, our vendors, or other partners to deliver services in accordance with our
requirements;
•
reputational concerns resulting from actual or perceived events, including those related to fraud, consumer
protection, data breaches, inappropriate use of personal data, or other matters;
2024 Form 10-K
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•
actions by federal, state or foreign regulators that interfere with our ability to transfer consumers’ money reliably,
for example, attempts to seize money transfer funds, or limit our ability to or prohibit us from transferring money
in certain corridors;
•
federal, state or foreign legal requirements, including those that require us to provide consumer or transaction
data either pursuant to requirements under our consent agreements or other requirements or to a greater extent
than is currently required;
•
any significant interruption in our systems, including by unauthorized entry and computer viruses, ransomware,
fire, natural disaster, power loss, telecommunications failure, terrorism, vendor failure, or disruptions in our
workforce; and
•
any breach of our computer systems or other data storage facilities, or of certain of our third-party providers,
resulting in a compromise of personal or other data.
Many of our money transfer consumers are migrants. Consumer advocacy groups or governmental agencies could
consider migrants to be disadvantaged and entitled to protection, enhanced consumer disclosure, or other different
treatment. If consumer advocacy groups are able to generate widespread support for actions that are detrimental to our
business, then our financial condition, results of operations, and cash flows could be adversely affected.
If we are unable to maintain our agent, subagent, or global business relationships under terms acceptable to us or
consistent with 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, or if our agents or their subagents fail to comply with our business and
technology standards and contract requirements, our business, financial condition, results of operations, and cash
flows would be adversely affected.
Most of our Consumer Money Transfer revenue is derived through our agent network. Some of our international
agents have subagent relationships in which we are not directly involved. If, due to competition or other reasons, agents
or their subagents decide to leave our network, or if we are unable to sign new agents or maintain our agent network under
terms acceptable to us or consistent with those currently in place, or if our agents are unable to maintain relationships with
or sign new subagents, our revenue and profits may be adversely affected. Agent attrition might occur for a number of
reasons, including a competitor engaging an agent, an agent’s dissatisfaction with its relationship with us or the revenue
derived from that relationship, an agent’s or its subagents’ unwillingness or inability to comply with our standards or legal
requirements, including those related to compliance with anti-money laundering regulations, anti-fraud measures, or agent
registration and monitoring requirements or increased costs or loss of business as a result of difficulty for us, our agents,
or their subagents in establishing or maintaining relationships with banks needed to conduct our services. In recent years,
we have had a significant retail agent stop offering our services, and another stopped offering cash-based services at their
retail locations. These changes have impacted and will continue to adversely impact our revenue. In addition, agents may
generate fewer transactions or less revenue for various reasons, including increased competition, political unrest, changes
in the economy, or factors impacting our agents’ ability to settle with us, and the cost of maintaining agent or subagent
locations has increased and may continue to increase because of enhanced compliance efforts or changes to compliance
requirements. Because an agent is a third-party that engages in a variety of activities in addition to providing our services,
it may encounter business difficulties unrelated to its provision of our services, which could cause the agent to reduce its
number of locations and/or hours of operation, or cease doing business altogether.
Changes in laws regulating competition or in the interpretation of those laws could undermine our ability to enter into
or maintain our exclusive arrangements with our current and prospective agents. See risk factor “Regulatory initiatives
and changes in laws, regulations, industry practices and standards, and third-party policies affecting us, our agents or
their subagents, or the banks with which we or our agents maintain bank accounts needed to provide our services could
require changes in our business model and increase our costs of operations, which could adversely affect our financial
condition, results of operations, and liquidity” below. In addition, certain of our agents and subagents have refused to
enter into exclusive arrangements in recent years, including a significant agent in the United States. The inability to enter
into exclusive arrangements or to maintain our exclusive rights in agent contracts in certain situations could adversely
affect our business, financial condition, results of operations, and cash flows by, for example, allowing competitors to
benefit from the goodwill associated with the Western Union brand at our agent locations.
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In our various bill payment services, we provide services for consumers, businesses, and other organizations to make
one-time or recurring payments, including to utilities, auto finance companies, mortgage servicers, financial service
providers, and government agencies. Our relationships with these businesses and other organizations are a core component
of our payment services, and we derive a substantial portion of our revenue from payment services through these
relationships. Increased regulation and compliance requirements are impacting these businesses by making it more costly
for us to provide our services or by making it more cumbersome for businesses or consumers to do business with us.
As a result of offering our services, our agents may be subject to various taxes, as governments outside the United
States have viewed and may continue to view our agents’ services as subject to income, withholding, and other taxes. Any
such taxes that are levied on our agents could make it less desirable for agents to offer our services, which could result in
increased agent attrition, agents ceasing to offer some of our services, or increased costs to maintain our agent network,
any of which could have an adverse effect on our business, results of operations, and cash flows.
Our ability to adopt new technology and develop and gain market acceptance of new and enhanced products and
services in response to changing industry and regulatory standards and evolving customer needs poses a challenge to
our business.
Our industry is subject to rapid and significant technological changes, with the constant introduction of new and
enhanced products and services and evolving industry and regulatory standards and consumer needs and preferences. Our
ability to enhance our current products and services and introduce new products and services that address these changes
has a significant impact on our ability to be successful. We actively seek to respond in a timely manner to changes in
customer (both consumer and business) and agent needs and preferences, technology advances, such as artificial
intelligence and machine learning, and new and enhanced products and services such as technology-based money transfer
and payment services, including internet, digital wallet, other mobile money transfer services, and digital currencies,
including cryptocurrencies. Failure to respond timely and well to these challenges could adversely impact our business,
financial condition, results of operations, and cash flows. Further, even if we respond well to these challenges, the business
and financial models offered by many of these alternative, more technology-reliant means of money transfer and electronic
payment solutions may be less advantageous to us than our traditional cash/agent model or our current electronic money
transfer model.
Risks associated with operations outside the United States and foreign currencies could adversely affect our business,
financial condition, results of operations, and cash flows.
A substantial portion of our revenue is generated in currencies other than the United States dollar. As a result, we are
subject to risks associated with changes in the value of our revenues and net monetary assets denominated in foreign
currencies. For example, a considerable portion of our revenue is generated in the euro. In an environment of a rising
United States dollar relative to the euro, the value of our euro-denominated revenue, operating income and net monetary
assets would be reduced when translated into United States dollars for inclusion in our financial statements. Some of these
adverse financial effects may be partially mitigated by foreign currency hedging activities. In an environment of a declining
United States dollar relative to the euro, some of the translation benefits on our reported financial results could be limited
by the impact of foreign currency hedging activities. We are also subject to changes in the value of other foreign currencies.
We operate in almost all developing markets throughout the world. In many of these markets, our foreign currency
exposure is limited because most transactions are receive transactions, and we currently reimburse the significant majority
of our agents and disbursement partners in United States dollars, Mexican pesos, or euros for the payment of these
transactions. However, in certain of these developing markets we settle transactions in local currencies and generate
revenue from send transactions. Our exposure to foreign currency fluctuations in those markets is increased as these
fluctuations impact our revenues and operating income.
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 which cash is repatriated or otherwise made
available from our international subsidiaries. Changes in the amounts, timing, and manner by which cash is repatriated (or
deemed repatriated) or otherwise made available from our international subsidiaries, including changes arising from new
legal or tax rules, disagreements with legal or tax authorities concerning existing rules that are ultimately resolved in their
favor, or changes in our operations or business, could result in material adverse effects on our financial condition, results
of operations, and cash flows, including our ability to pay future dividends or make share repurchases. Rules implemented
2024 Form 10-K
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by regulators may also restrict our ability to distribute excess cash balances from our subsidiaries. For further discussion
regarding the risk that our future effective tax rates could be adversely impacted by changes in tax laws, both domestically
and internationally, see risk factor “Changes in tax laws, or their interpretation, and unfavorable resolution of tax
contingencies could adversely affect our tax expense” below.
Money transfers and payments to, from, within, or between particular countries may be limited or prohibited by law.
At times in the past, we have been required to cease operations in particular countries due to political uncertainties or
government restrictions imposed by foreign governments or the United States. Government sanctions imposed with respect
to Russia and Ukraine in February 2022 impacted our ability to offer services in the region, and in March 2022, we
voluntarily suspended our operations in Russia and Belarus due to the Conflict. Further or prolonged instability or tension
in Russia, Ukraine, and the surrounding region could also cause us to adjust our operating model, which would increase
our costs of operations. Occasionally agents or their subagents have been required by their regulators to cease offering our
services; see risk factor “Regulatory initiatives and changes in laws, regulations, industry practices and standards, and
third-party policies affecting us, our agents or their subagents, or the banks with which we or our agents maintain bank
accounts needed to provide our services could require changes in our business model and increase our costs of operations,
which could adversely affect our financial condition, results of operations, and liquidity” below. Additionally, economic
or political instability or natural disasters may make money transfers to, from, within, or between particular countries
difficult or impossible, such as when banks are closed, when currency devaluation makes exchange rates difficult to
manage or when natural disasters or civil unrest makes access to agent locations unsafe. These risks could negatively
impact our ability to offer our services, to make payments to or receive payments from international agents or our
subsidiaries, or to recoup funds that have been advanced to international agents or are held by our subsidiaries, and as a
result could adversely affect our business, financial condition, results of operations, and cash flows. In addition, the general
state of telecommunications and infrastructure in some lesser developed countries, including countries where we have a
large number of transactions, creates operational risks for us and our agents that generally are not present in our operations
in the United States and other more developed countries.
Many of our agents outside the United States are post offices, which are often owned and operated by national
governments. These governments may decide to change the terms under which they allow post offices to offer remittances
and other financial services. For example, governments may decide to separate financial service operations from postal
operations or mandate the creation or privatization of a “post bank,” which could result in the loss of agent locations, or
they may require multiple service providers in their network. These changes could have an adverse effect on our ability to
distribute or offer our services in countries that are material to our business.
We face credit, liquidity, and fraud risks from our agents, consumers, businesses, and third-party processors that could
adversely affect our business, financial condition, results of operations, and cash flows.
The significant majority of our Consumer Money Transfer activity and our bill payment and money order activity is
conducted through agents that provide our services to consumers at their retail locations. These agents sell our services,
collect funds from consumers, and are required to pay the proceeds from these transactions to us. As a result, we have
credit exposure to our agents. In some countries, our agent networks include master agents that establish subagent
relationships; these agents must collect funds from their subagents in order to pay us. We are generally not insured against
credit losses, except in certain circumstances related to agent theft or fraud. If an agent becomes insolvent, files for
bankruptcy, commits fraud, or otherwise fails to pay money order, money transfer, or payment services proceeds to us, we
must nonetheless pay the money order or complete the money transfer or payment services on behalf of the consumer.
The liquidity of our agents and other parties we transact with directly, including merchant acquirers, is necessary for
our business to remain strong and to continue to provide our services. If our agents or other partners fail to settle with us
in a timely manner, our liquidity could be affected.
From time to time, we have made, and may in the future make, advances to our agents and disbursement partners. We
often owe settlement funds payable to these agents that offset these advances. However, the failure of these borrowing
agents and disbursement partners to repay these advances constitutes a credit risk to us.
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In many countries, we offer consumers the ability to transfer money utilizing their bank account or credit or debit card
via websites and mobile devices. These transactions have experienced and continue to experience a greater risk of fraud
and higher fraud losses than transactions initiated at agent locations. Additionally, money transfers funded by ACH, or
similar methods, are not preauthorized by the sender’s bank and carry the risk that the account may not exist or have
sufficient funds to cover the transaction. We apply verification and other tools to help authenticate transactions and protect
against such fraud. However, these tools are not always successful in protecting us against fraud. As the merchant of these
transactions, we may bear the financial risk of the full amount sent in some of the fraudulent transactions. Issuers of credit
and debit cards may also incur losses due to fraudulent transactions through our distribution channels and may elect to
block transactions by their cardholders in these channels with or without notice. We may be subject to additional fees or
penalties if the amount of chargebacks exceeds a certain percentage of our transaction volume. Such fees and penalties
increase over time if we do not take effective action to reduce chargebacks below the threshold, and if chargeback levels
are not ultimately reduced to acceptable levels, our merchant accounts could be suspended or revoked, which would
adversely affect our results of operations.
Risks Relating to Cybersecurity and Third-Party Vendors
Breaches of our information security safeguards could adversely affect our ability to operate and could damage our
reputation and adversely affect our business, financial condition, results of operations, and cash flows.
As part of our business, we collect, transfer, and retain confidential and personal information about consumers,
business customer representatives, employees, applicants, agents and other individuals. With our services being offered in
more than 200 countries and territories, these activities are subject to laws and regulations in the United States and many
other jurisdictions; see risk factor “Current and proposed regulation addressing consumer privacy and data use and
security could increase our costs of operations, which could adversely affect our operations, results of operations, and
financial condition” below. The requirements imposed by these laws and regulations, which often differ materially among
the many jurisdictions in which we operate and may impact our business operations, are designed to protect the privacy
and security of personal information, to prevent that information from being inappropriately accessed, used, or disclosed,
and to protect financial services providers and other regulated entities and their customers, as well as information
technology systems, from cyber attacks. Hackers, employees acting contrary to our policies, or others could circumvent
the administrative, technical, and physical safeguards we have designed to comply with applicable legal requirements and
may improperly access our systems or documents, or the systems or documents of our business partners, agents, or service
providers, as well as to improperly access, obtain, misuse, or disclose sensitive business information or personal
information about our consumers, business customer representatives, employees, applicants, agents, or others. It is also
possible that any of our third-party service providers or agents could experience a cybersecurity incident or intentionally
or inadvertently use, disclose, or make available sensitive business or personal information to unauthorized parties in
violation of law or their contract with us. Such risk of a third-party service provider or agent’s cybersecurity or other data
incident is significant as much of our data and our customers’ data is collected and stored by our agents and other third
parties, including providers of cloud-based software services. Security incidents have the potential to impose material costs
on the Company and, despite measures that the Company takes to prevent and mitigate such incidents, there can be no
assurance that security incidents will not occur in the future. The methods used to obtain unauthorized access, disable or
degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or to
detect for significant periods of time. Additionally, transactions undertaken through our websites or other digital channels
may create risks of fraud, hacking, unauthorized access or acquisition, and other deceptive practices. Any security incident
resulting in a compromise of sensitive business information or the personal information of consumers, business customer
representatives, employees, applicants, agents, or other individuals, could result in material costs to us and require us to
notify impacted individuals, and in some cases regulators, of a possible or actual incident, expose us to regulatory
enforcement actions, including substantial fines, limit our ability to provide services, subject us to litigation, damage our
reputation, and adversely affect our business, financial condition, results of operations, and cash flows.
Interruptions in our systems, including as a result of cyber attacks, or disruptions in our workforce may have a
significant adverse effect on our business.
Our ability to provide reliable service depends on the efficient and uninterrupted operation of our computer
information systems and those of our service providers. Any significant interruptions could harm our business and
reputation and result in a loss of business. These systems and operations could be exposed to damage or interruption from
unauthorized entry and computer viruses, ransomware, fire, natural disaster, power loss, telecommunications failure, war,
2024 Form 10-K
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terrorism, vendor failure, or other causes, many of which may be beyond our control or that of our service providers. The
frequency and intensity of weather events related to climate change are increasing, which could increase the likelihood
and severity of natural disasters as well as related damage and business interruption. In addition, any work stoppages or
other labor actions by employees, the significant majority of whom are located outside the United States, could adversely
affect our business.
We and our vendors have been, and continue to be, the subject of cyber attacks, including distributed denial of service
and ransomware attacks. These attackers and attacks are increasingly sophisticated and primarily aimed at either
interrupting our business or exploiting information security vulnerabilities, both of which expose us to financial losses.
Historically, none of these attacks or breaches has individually or in the aggregate resulted in any material liability to us
or any material damage to our reputation. Disruptions related to cybersecurity have not caused any material interruption
to our business, strategy, results of operations, or financial condition. There can be no assurance that such attacks will not
have a material adverse impact on the Company in the future. The safeguards we have designed to help prevent future
security incidents, systems disruptions, and misappropriation of confidential or proprietary data and to comply with
applicable legal requirements may not be successful, and we may experience material security incidents, disruptions, or
other problems in the future. For more information on our policies and procedures surrounding cybersecurity, see Part I,
Item 1C, Cybersecurity.
We also may experience software defects, development delays, installation difficulties and other systems problems,
which could harm our business and reputation and expose us to potential liability which may not be fully covered by our
business interruption insurance. In addition, hardware, software, or applications that we develop or procure from third
parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information
security. These applications may not be sufficient to address technological advances, regulatory requirements, changing
market conditions, or other developments.
We rely on our agents’ technology systems and/or processes to obtain transaction data. Any significant damage or
interruptions in the computer information systems of our agents or other partners could result in a disruption in providing
our services to consumers at their locations. Additionally, if an agent or its subagent experiences a breach of its systems,
if there is a significant disruption to the technology systems of an agent or its subagent, if an agent or its subagent does not
maintain the appropriate controls over their systems, or if we are unable to demonstrate adequate oversight of an agent’s
or subagent’s handling of those matters, we may experience reputational and other harm which could result in losses to
the Company.
We receive services from third-party vendors that would be difficult to replace if those vendors ceased providing such
services adequately or at all. Cessation of or defects in various services provided to us by third-party vendors could
cause temporary disruption to our business.
Some services relating to our business, such as cloud-based software service providers, software application support,
the development, hosting, monitoring, and maintenance of our operating systems, merchant acquiring services, call center
services, check clearing, processing of returned checks, and other operating activities are outsourced to third-party vendors,
which would be difficult to replace quickly. If our third-party vendors were unwilling or unable to provide us with these
services in the future, due to system outages, labor shortages, price or other contract disputes, or otherwise, our business
and operations could be adversely affected.
Risks Relating to Acquisitions, Divestitures, and Restructuring Activities
Acquisitions and integration of new businesses create risks and may affect operating results.
We have acquired and may acquire businesses both inside and outside the United States. If we or our reporting units
do not generate operating cash flows at levels consistent with our expectations, we may be required to write down the
goodwill on our balance sheet, which could have a significant adverse impact on our financial condition and results of
operations.
In addition to the risk of goodwill impairment, the acquisition and integration of businesses involve a number of other
risks. The core risks involve valuation (negotiating a fair price for the business based on inherently limited due diligence)
and integration (managing the complex process of integrating the acquired company’s people, products and services,
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technology and other assets in an effort to realize the projected value of the acquired company and the projected synergies
of the acquisition). Another risk is the need in some cases to improve regulatory compliance; see “Risks Relating to Our
Regulatory and Litigation Environment” below. Acquisitions often involve additional or increased risks including, for
example:
•
realizing the anticipated financial benefits from these acquisitions and where necessary, improving internal
controls of these acquired businesses;
•
complying with regulatory requirements, including those particular to the industry and jurisdiction of the acquired
business;
•
managing multi-jurisdictional operating and financing structures, including complexities associated with the
investment and return of capital and the understanding and calculation of tax obligations;
•
managing geographically separated organizations, systems, and facilities and integrating personnel with diverse
business backgrounds and organizational cultures;
•
integrating the acquired technologies into our Company;
•
obtaining and 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 in particular.
Integrating operations could cause an interruption of, or divert resources from, one or more of our businesses and
could result in the loss of key personnel. The diversion of management’s attention and any delays or difficulties
encountered in connection with an acquisition and the integration of the acquired company’s operations could have an
adverse effect on our business, financial condition, results of operations, and cash flows.
Divestitures and contingent liabilities from divested businesses could adversely affect our business and financial results.
We continually evaluate the performance and strategic fit of all of our businesses and may sell businesses or product
lines. For example, on July 1, 2023, we completed the sale of our Business Solutions business. Divestitures involve risks,
including difficulties in the separation of operations, services, products, and personnel, the diversion of management’s
attention from other business concerns, the disruption of our business, the potential loss of key employees, and the retention
of uncertain contingent liabilities related to the divested business. When we decide to sell assets or a business, we may
encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could
delay the achievement of our strategic objectives. We may also dispose of a business at a price or on terms that are less
desirable than we had anticipated, which could result in significant asset impairment charges, including those related to
goodwill and other intangible assets, that could have a material adverse effect on our financial condition and results of
operations. In addition, we may experience greater dis-synergies than expected, the impact of the divestiture on our revenue
growth may be larger than projected, and some divestitures may be dilutive to earnings. There can be no assurance whether
the strategic benefits and expected financial impact of the divestiture will be achieved. We cannot assure you that we will
be successful in managing these or any other significant risks that we encounter in divesting a business or product line,
and any divestiture we undertake could materially and adversely affect our business, financial condition, results of
operations and cash flows.
2024 Form 10-K
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We may not realize the anticipated benefits from the introduction of new business services, and we may experience
disruptions in our Company and our workforce as a result of attempting these initiatives.
Our strategy includes the regular introduction of new products and services in order to meet the evolving needs of our
customers. However, there are several risks associated with the development and implementation of new products and
services that could adversely affect our business, financial condition, and results of operations. The process of developing
new products and services or enhancing our existing products and services is complex, costly and uncertain. These product
and service introductions carry the risks associated with any development effort, including cost overruns, delays in delivery
and performance problems. In addition, the new products and services offered may not be adopted by customers.
We often partner with other businesses, particularly in cross-border transactions, and there can be no assurance that
we will be able to continue to establish, grow, or maintain these partner relationships as we introduce new products and
services that our existing partners may be unable or unwilling to support. In addition, there are costs and potential
operational changes involved in acquiring and maintaining new licenses for new products or services, and we could be
subject to enforcement actions, fines, and litigation if we are found to violate any of these requirements.
Our competitors may devote greater resources to the development, introduction, and sale of competitive products,
offer lower prices, or offer more innovative products and services. There are no assurances the new services will achieve
the requisite market acceptance to justify the investment, as those new services may not generate the anticipated level of
demand or take longer to do so, either of which could adversely affect our financial condition and results of operations.
We may not realize all of the anticipated benefits from restructuring and other related initiatives, which may include
decisions to downsize or to transition operating activities from one location to another, and we may experience
disruptions in our workforce as a result of those initiatives.
Over the past few years, we have been engaged in restructuring actions and activities associated with business
transformation, productivity improvement initiatives, and expense reduction measures. For example, in October 2022, we
announced an operating expense redeployment program which aims to redeploy investment and expenses in our cost base,
accomplished through optimizations in vendor management, our real estate footprint, marketing, and people costs. We
may implement additional initiatives in future periods. There can be no assurance that the increased operational
effectiveness, productivity, and other anticipated benefits will be realized, and the investment and costs to implement such
strategic initiatives may be greater than expected. In addition, these initiatives have resulted and will likely result in the
loss of personnel, some of whom may support significant systems or operations, and may make it more difficult to attract
and retain key personnel, any of which could negatively impact our results of operations. Consequently, these initiatives
could result in a disruption to our workforce. If we do not realize the anticipated benefits from these or similar initiatives,
the costs to implement future initiatives are greater than expected, or if the actions result in a disruption to our workforce
greater than anticipated, our business, financial condition, results of operations, and cash flows could be adversely affected.
General Risks
Changes in tax laws, or their interpretation, and unfavorable resolution of tax contingencies could adversely affect our
tax expense.
Our future effective tax rates and corresponding effects on our financial condition, results of operations and cash flows
could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. For
example, in August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) which, among other provisions,
implemented a 15% minimum tax on book income of certain large corporations. Based on our evaluation of the IRA, we
do not believe we will be subject to the 15% book minimum tax in the near term. However, we will continue to monitor
the application of the minimum tax in future periods.
Additionally, the Organization for Economic Co-Operation and Development (“OECD”) has asked countries around
the globe to act to prevent what it refers to as base erosion and profit shifting (“BEPS”). The OECD considers BEPS to
refer to tax planning strategies that shift, perhaps artificially, profits across borders to take advantage of differing tax laws
and rates among countries. In 2021, the OECD, through an association of almost 140 countries known as the “inclusive
framework,” announced a consensus around further changes in traditional international tax principles (“BEPS 2.0”) to
address, among other things, perceived challenges presented by global digital commerce (“Pillar 1”) and the perceived
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need for a minimum global effective tax rate of 15% (“Pillar 2”). On December 15, 2022, the European Union formally
adopted a Pillar 2 Directive and many EU member states have transposed the Pillar 2 Directive into domestic law, with
portions taking effect from 2024. Many non-EU countries have taken or are considering similar actions, with varying
effective dates. We are closely monitoring developments and evaluating the impact of these rules in jurisdictions that have
enacted or have draft Pillar 2 legislation. We will continue to monitor Pillar 2 developments and assess the extent to which
Pillar 2 may materially impact our financial condition, results of operations, and cash flows.
Our tax returns and positions (including positions regarding jurisdictional authority of foreign governments to impose
tax) are subject to review and audit by federal, state, local and foreign taxing authorities. An unfavorable outcome to a tax
audit could result in higher tax expense, thereby negatively impacting our results of operations. We have established
contingency reserves for a variety of tax exposures. As of December 31, 2024, the total amount of tax contingency reserves
was a liability of $17.9 million, including accrued interest and penalties, net of related items. Our reserves reflect our
judgment as to the resolution of the issues involved if subject to judicial review. While we believe that our reserves are
adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax
authority will be resolved at a financial cost that does not exceed our related reserve, and such resolution could have a
material effect on our effective tax rate, financial condition, results of operations, and cash flows in the current period
and/or future periods. With respect to these reserves, our income tax expense would include: (i) any changes in tax reserves
arising from material changes in the facts and circumstances (i.e., new information) surrounding a tax issue during the
period and (ii) any difference from our tax position as recorded in the financial statements and the final resolution of a tax
issue during the period. Such resolution could increase or decrease income tax expense in our consolidated financial
statements in future periods and could impact our operating cash flows.
Our business, financial condition, results of operations, and cash flows could be harmed by adverse rating actions by
credit rating agencies.
Downgrades in our credit ratings, or their review or revision to a negative outlook, could adversely affect our business,
financial condition, results of operations, and cash flows, and could damage perceptions of our financial strength, which
could adversely affect our relationships with our agents, particularly those agents that are financial institutions or post
offices, and our banking and other business relationships. In addition, adverse ratings actions could result in regulators
imposing additional capital and other requirements on us, including imposing restrictions on the ability of our regulated
subsidiaries to pay dividends. Also, any downgrade will increase our interest expense under our term loan facility, a
downgrade below investment grade will increase our interest expense under certain of our notes and our revolving credit
facility, and any significant downgrade could increase our costs of borrowing money more generally or adversely impact
or eliminate our access to the commercial paper market, each of which could adversely affect our business, financial
condition, results of operations, and cash flows.
There can be no guarantee that we will continue to make dividend payments or repurchase stock.
For risks associated with our ability to continue to make dividend payments or repurchase shares, please see Part II,
Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our ability to remain competitive depends in part on our ability to protect our trademarks, patents, and other intellectual
property rights and to defend ourselves against potential intellectual property infringement claims.
The Western Union brands, which are protected by trademark registrations in many countries, are material to our
Company. The loss of the Western Union® trademark or a diminution in the perceived quality of products or services
associated with the names would harm our business. Similar to the Western Union® trademarks, the Vigo®, Orlandi
Valuta®, Pago Fácil®, Quick Collect®, Quick PaySM, Quick Cash®, and other trademarks and service marks are also
important to our Company, and a loss of the service mark or trademarks or a diminution in the perceived quality associated
with these names could harm our business.
Our intellectual property rights are an important element in the value of our business. Our failure to take appropriate
actions against those who infringe upon our intellectual property could adversely affect our business, financial condition,
results of operations, and cash flows.
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The laws of certain foreign countries in which we do business do not always protect intellectual property rights to the
same extent as do the laws of the United States. Adverse determinations in judicial or administrative proceedings in the
United States or in foreign countries could impair our ability to sell our products or services or license or protect our
intellectual property, which could adversely affect our business, financial condition, results of operations, and cash flows.
We own patents and patent applications covering various aspects of our processes and services. We have been, are
and in the future may be, subject to claims alleging that our platform, mobile application, or other products and services
infringe third-party intellectual property or other proprietary rights, both inside and outside the United States. Unfavorable
resolution of these claims could require us to change how we deliver or promote 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 affect our results of operations
and financial condition.
As of December 31, 2024, we held $1.3 billion in investment securities, the majority of which are state and municipal
debt securities. The majority of this money represents the principal of money orders issued by us to consumers primarily
in the United States and money transfers sent by consumers. We regularly monitor our credit risk and attempt to mitigate
our exposure by investing in highly-rated securities and by diversifying our investments. Despite those measures, it is
possible that the value of our portfolio may decline in the future due to any number of factors, including general market
conditions, credit issues, the viability of the issuer of the security, failure by one of our investment managers to effectively
manage our investment portfolio consistently with investment mandates, or increases in interest rates. Any such decline in
value may adversely affect our results of operations and financial condition.
We have substantial debt and other obligations that could restrict our operations.
As of December 31, 2024, we had approximately $2.9 billion in consolidated indebtedness, and we may also incur
additional indebtedness in the future. Furthermore, the Tax Act imposes a tax on certain of our previously undistributed
foreign earnings, and we are required to pay the final installment in 2025.
Our indebtedness and tax obligations could have adverse consequences, including:
•
limiting our ability to pay dividends to our stockholders or to repurchase stock consistent with our historical
practices;
•
increasing our vulnerability to changing economic, regulatory, and industry conditions;
•
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the
industry;
•
limiting our ability to borrow additional funds; and
•
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt or tax
obligations, thereby reducing funds available for working capital, capital expenditures, acquisitions, and other
purposes.
Failure to attract, retain, and develop the key employees we need to support our objectives could have a material adverse
impact on our business.
Much of our success depends on our ability to attract, retain, and develop key employees. Qualified individuals with
experience in our industry are in high demand, and we have faced and will continue to face competition globally to attract
and retain a diverse workforce with skills that are critical to our success. In addition, legal or enforcement actions against
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compliance and other personnel in the money transfer industry may affect our ability to attract and retain key employees.
Further, any failure to have in place and execute an effective succession plan for key employees could harm our business.
Risks Relating to Our Regulatory and Litigation Environment
As described under Part I, Item 1, Business, our business is subject to a wide range of laws and regulations enacted
by the United States federal government, each of the states (including licensing requirements), many localities and many
other countries and jurisdictions. Laws and regulations to which we are, or may in the future, be subject to, including by
virtue of the introduction of new products or acquisitions, include those related to: financial services generally, banking,
anti-money laundering, countering the financing of terrorism, sanctions and anti-fraud, anti-bribery, anti-corruption,
countering drug trafficking and human trafficking, consumer disclosure and consumer protection, currency controls,
money transfer and payment instrument licensing, payment services, credit and debit cards, electronic payments,
cryptocurrency licensing and other regulations, prepaid access, taxation, accessibility, unclaimed property, the regulation
of competition, consumer privacy, data protection and information security, cybersecurity, operational security,
outsourcing, risk management, environmental, sustainability, and governance reporting, including climate and social
governance-related reporting, and other governance requirements applicable to regulated financial service providers.
Further, where we cooperate with partners around the world to offer money transfer services marketed exclusively under
the partners’ brands, the regulatory requirements applicable to us may vary. The failure by us, our agents, their subagents,
or our partners to comply with any such laws or regulations could have an adverse effect on our business, financial
condition, results of operations, and cash flows and could seriously damage our reputation and brands, and result in
diminished revenue and profit and increased operating costs.
Risks Relating to Significant Regulatory Requirements
Our business is subject to a wide range and increasing number of laws and regulations. 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, and increased costs or loss of business associated
with compliance with those laws and regulations has had and we expect will continue to have an adverse effect on our
business, financial condition, results of operations, and cash flows.
Our services are subject to increasingly strict legal and regulatory requirements, including those related to detecting
and preventing money laundering, countering terrorist financing, fraud, drug trafficking, human trafficking, and other
illicit activity, and administering economic and trade sanctions. The interpretation of those requirements by judges,
regulatory bodies and enforcement agencies may change quickly and with little notice. Additionally, these requirements
or their interpretations in one jurisdiction may conflict with those of another jurisdiction. As United States federal and
state as well as foreign legislative and regulatory scrutiny and enforcement action in these areas increase, we expect that
our costs of complying with these requirements could continue to increase, perhaps substantially, and may make it more
difficult or less desirable for consumers and others to use our services or for us to contract with certain intermediaries,
either of which would have an adverse effect on our revenue and operating income. For many years we have made
significant additional investments in our compliance programs based on the rapidly evolving and increasingly complex
global regulatory and enforcement environment and our internal reviews. These additional investments relate to enhancing
our compliance capabilities, including our consumer protection efforts. Failure by Western Union, our agents or their
subagents (agents and subagents are third parties, over whom Western Union has limited legal and practical control), and
certain of our service providers to comply with any of these requirements or their interpretation could result in regulatory
action, the suspension or revocation of a license or registration required to provide money transfer or payment services,
the limitation, suspension, or termination of services, changes to our business model, loss of consumer confidence, private
class action litigation, the seizure of our assets, and/or the imposition of civil and criminal penalties, including fines and
restrictions on our ability to offer services
We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”) in the United States and
similar laws in other countries, such as the Bribery Act in the UK, which generally prohibit companies and those acting
on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining
business. Some of these laws, such as the Bribery Act, also prohibit improper payments between commercial enterprises.
Because our services are offered in virtually every country of the world, we face significant risks associated with our
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obligations under the FCPA, the Bribery Act, and other national anti-corruption laws. Any determination that we have
violated these laws could have an adverse effect on our business, financial condition, results of operations, and cash flows.
Our United States business is subject to reporting, recordkeeping, and anti-money laundering provisions of the BSA
and to regulatory oversight and enforcement by the Financial Crimes Enforcement Network (“FinCEN”) of the United
States Department of Treasury. We have subsidiaries in Brazil and Austria that are subject to banking regulations. Under
PSD2, the EU Anti-Money Laundering Directives as amended, and equivalent UK legislation, our operating companies
that are licensed in the EU and UK have increasingly become directly subject to reporting, recordkeeping, and anti-money
laundering regulations, and agent oversight and monitoring requirements, as well as broader supervision by EU member
states. Our Canadian business is subject to the Retail Payment Activities Act, which will require registration of our
operations and our ongoing compliance with risk management, funds safeguarding, recordkeeping, and reporting
regulations. Additionally, the financial penalties associated with the failure to comply with anti-money laundering laws
have increased, including in the EU Anti-Money Laundering Directives as amended. These laws and proposed new related
financial services laws, including PSD3 and the EU AML Package (comprising the Sixth AML Directive, the AML
Regulation, and the AML Authority Regulation), all of which will be supplemented by various regulatory guidelines and
technical standards, have increased and will continue to increase our costs and competition in some or all of our areas of
service. Legislation that has been enacted or proposed in other jurisdictions could have similar effects.
Participants in the remittance industry, including Western Union, remain under scrutiny from government regulators
and others in connection with the industry's ability to prevent its services from being abused by people seeking to defraud
others. The ingenuity of criminal fraudsters, combined with the potential susceptibility to fraud by consumers, make the
prevention of consumer fraud a significant and challenging problem. Our failure to continue to help prevent such frauds
and increased costs related to the implementation of enhanced anti-fraud measures, or a change in fraud prevention laws
or their interpretation or the manner in which they are enforced has had, and could in the future have, an adverse effect on
our business, financial condition, results of operations, and cash flows.
Further, any determination that our agents or their subagents have violated laws and regulations could seriously
damage our reputation and brands, resulting in diminished revenue and profit and increased operating costs. In some cases,
we could be liable for the failure of our agents or their subagents to comply with laws which also could have an adverse
effect on our business, financial condition, results of operations, and cash flows. In many jurisdictions where Western
Union is licensed to offer money transfer services, the license holder is responsible for ensuring the agent’s or their
subagent’s compliance with the rules that govern the money transfer service. For example, in the EU, Western Union is
responsible for the compliance of our agents when they are acting on behalf of Western Union Payment Services Ireland
Limited, which is regulated by the Central Bank of Ireland. Thus, the risk of adverse regulatory action against Western
Union because of actions by our agents or their subagents and the costs to monitor our agents or their subagents in those
areas has increased. The regulations implementing the remittance provisions of the Dodd-Frank Act also impose
responsibility on us for any related compliance failures of our agents.
The requirements under PSD2, the Dodd-Frank Act, and similar legislation enacted or proposed in other countries
have resulted and will likely continue to result in increased compliance costs, and in the event we or our agents or their
subagents are unable to comply, could have an adverse impact on our business, financial condition, results of operations,
and cash flows. Additional countries may adopt similar legislation.
As a result of Brexit, we also have a payment institution to conduct money remittance in the United Kingdom (“UK”),
which is authorized by the FCA and offers retail money transfer services via UK agents and our UK Branded Digital
services. As a result, we are required to comply with differing regulatory requirements in the UK as a result of divergence
from established EU regulation, making it more costly for us to provide our services. We continue to monitor developments
in this area, such as the Financial Services and Markets Act that recasts the UK regulatory framework and gives the UK
Government the power to repeal retained EU financial services legislation and create new regulator rule-making powers.
Our fees, profit margins, and/or foreign exchange spreads may be reduced or limited because of regulatory initiatives
and changes in laws and regulations or their interpretation and industry practices and standards that are either industry
wide or specifically targeted at our Company.
The evolving regulatory environment, including increased fees or taxes, regulatory initiatives (and increases in
regulatory authority, oversight, and enforcement), changes in laws and regulations or their interpretation, industry practices
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and standards imposed by state, federal, or foreign governments, and expectations regarding our compliance efforts, is
impacting the manner in which we operate our business, may change the competitive landscape, and is expected to continue
to adversely affect our financial results. Existing, new, and proposed legislation relating to financial services providers
and consumer protection in various jurisdictions around the world has affected and may continue to affect the manner in
which we provide our services; see risk factor “The Dodd-Frank Act, the Electronic Funds Transfer Act and Regulation
E, as well as the regulations required by these Acts and the actions of the Consumer Financial 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.” Recently proposed
and enacted legislation related to financial services providers and consumer protection in various jurisdictions around the
world and at the federal and state level in the United States has subjected and may continue to subject us to additional
regulatory oversight, mandate additional consumer disclosures and remedies, including refunds to consumers, or otherwise
impact the manner in which we provide our services. If governments implement new laws or regulations that limit our
right to set fees and/or foreign exchange spreads, then our business, financial condition, results of operations, and cash
flows could be adversely affected. In addition, changes in regulatory expectations, interpretations, or practices could
increase the risk of regulatory enforcement actions, fines, and penalties.
In addition, U.S. policy makers have sought and may continue to seek heightened customer due diligence requirements
on, or restrict, remittances from the United States to Mexico or other jurisdictions. For example, in 2023, the Federal
Reserve Bank of New York announced actions that banned several Iraqi banks, some of whom were our agents, from
conducting U.S. dollar transactions. Members of the new administration in the United States and other policy makers have
also discussed potential legislation to add taxes to remittances from the United States to Mexico and/or other countries.
Further, one state and one U.S. territory have passed laws imposing a fee on certain money transfer transactions, and
certain other states have proposed similar legislation. Several foreign countries have enacted or proposed rules imposing
taxes or fees on certain money transfer transactions, as well. The approach of policy makers and the ongoing budget
shortfalls in many jurisdictions, combined with future federal action or inaction on immigration reform, may lead other
states or localities to impose similar taxes or fees or other requirements or restrictions. Foreign countries in similar
circumstances have invoked and could continue to invoke the imposition of sales, service, or similar taxes, or other
requirements or restrictions, on money transfer services. A tax, fee, or other requirement or restriction exclusively on
money transfer service providers like Western Union could put us at a competitive disadvantage to other means of
remittance which are not subject to the same taxes, fees, requirements, or restrictions. Other examples of changes to our
financial environment include the possibility of regulatory initiatives that focus on lowering international remittance costs.
Such initiatives may have a material adverse impact on our business, financial condition, results of operations, and cash
flows.
Regulators around the world look at each other’s approaches to the regulation of the payments and other industries.
Consequently, a development in any one country, state, or region may influence regulatory approaches in other countries,
states, or regions. Similarly, new laws and regulations in a country, state, or region involving one service may cause
lawmakers there to extend the regulations to another service. As a result, the risks created by any one new law or regulation
are magnified by the potential they may be replicated, affecting our business in another place or involving another service.
Conversely, if widely varying regulations come into existence worldwide, we may have difficulty adjusting our services,
fees, foreign exchange spreads and other important aspects of our business, with the same effect. Further, political changes
and trends such as populism, economic nationalism, protectionism, and negative sentiment towards multinational
companies could result in laws or regulations that adversely impact our ability to conduct business in certain jurisdictions.
Any of these eventualities could materially and adversely affect our business, financial condition, results of operations,
and cash flows.
Regulatory initiatives and changes in laws, regulations, industry practices and standards, and third-party policies
affecting us, our agents or their subagents, or the banks with which we or our agents maintain bank accounts needed
to provide our services could require changes in our business model and increase our costs of operations, which could
adversely affect our financial condition, results of operations, and liquidity.
Our agents and their subagents are subject to a variety of regulatory requirements, which differ from jurisdiction to
jurisdiction and are subject to change. Material changes in the regulatory requirements for offering money transfer services,
including with respect to anti-money laundering requirements, sanctions, fraud prevention, licensing requirements,
consumer protection, customer due diligence, agent registration, or increased requirements to monitor our agents or their
subagents in a jurisdiction important to our business have meant and could continue to mean increased costs and/or
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operational demands on our agents and their subagents, which have resulted and could continue to result in their attrition,
a decrease in the number of locations at which money transfer services are offered, an increase in the commissions paid to
agents and their subagents to compensate for their increased costs, and other negative consequences. For example, in 2023,
the Federal Reserve Bank of New York announced actions that banned several Iraqi banks, some of whom were our agents,
from conducting U.S. dollar transactions. As a result of those actions and any other actions that may be taken by the U.S.
government related to Iraq, our business has been, and may continue to be, adversely impacted.
Our regulatory status and the regulatory status of our agents and their subagents could affect our and their ability to
offer our services. For example, we and our agents and their subagents rely on bank accounts to provide our Consumer
Money Transfer and payment services. We and our agents and their subagents are considered Money Service Businesses
(“MSBs”) under the BSA. Many banks view MSBs as a class of higher risk customers for purposes of their anti-money
laundering programs. We and some of our agents and their subagents have had, and in the future may have, difficulty
establishing or maintaining banking relationships due to the banks’ policies. If we or a significant number of our agents or
their subagents are unable to maintain existing or establish new banking relationships under terms acceptable to us or our
agents or consistent with those currently in place, or if we or these agents face higher fees to maintain or establish new
bank accounts, our ability and the ability of our agents and their subagents to continue to offer our services may be
adversely impacted, which would have an adverse effect on our business, financial condition, results of operations, and
cash flows.
The types of enterprises that are legally authorized to act as our agents and their subagents vary significantly from one
country to another. Changes in the laws affecting the kinds of entities that are permitted to act as money transfer agents or
their subagents (such as changes in requirements for capitalization or ownership) could adversely affect our ability to
distribute our services and the cost of providing such services, both by us and our agents and their subagents. For example,
a requirement that a money transfer provider be a bank or other highly regulated financial entity could increase significantly
the cost of providing our services in many countries where that requirement does not exist today or could prevent us from
offering our services in an affected country. Further, any changes in law that would require us to provide money transfer
services directly to consumers as opposed to through an agent network (which would effectively change our business
model) or that would prohibit or impede the use of subagents could significantly and adversely impact our ability to provide
our services, and/or the cost of our services, in the relevant jurisdiction. Changes mandated by laws which make Western
Union responsible for acts of its agents and their subagents while they are providing the Western Union money transfer
service increase our risk of regulatory liability and our costs to monitor our agents’ or their subagents’ performance.
Although most of our Vigo and Orlandi Valuta branded agents also offer money transfer services of our competitors,
many of our Western Union branded agents have agreed to offer only our money transfer services. While we expect to
continue signing certain agents under exclusive arrangements where permitted and believe that these agreements are valid
and enforceable, changes in laws regulating competition or in the interpretation of those laws could undermine our ability
to enforce them in the future. Various jurisdictions continue to increase their focus on the potential impact of agent
agreements on competition and could further restrict our ability to enter into exclusive arrangements. Already, several
countries in Eastern Europe, the Commonwealth of Independent States, Africa, and Asia have promulgated laws or
regulations, or authorities in these countries have issued orders, which effectively prohibit payment service providers, such
as money transfer companies, from agreeing to exclusive arrangements with agents in those countries. Certain institutions,
non-governmental organizations and others are actively advocating against exclusive arrangements in money transfer
agent agreements. Advocates for laws prohibiting or limiting exclusive agreements continue to push for enactment of
similar laws in other jurisdictions.
The Dodd-Frank Act, the Electronic Funds Transfer Act and Regulation E, as well as the regulations required by these
Acts and the actions of the Consumer Financial 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.
Rules and regulations implemented under the Dodd-Frank Act have made and continue to make significant structural
reforms and new substantive regulation across the financial services industry. The CFPB’s regulations, including for
matters related to UDAAP, EFTA, and Regulation E, have changed the way we operate our business and along with other
potential changes under CFPB regulations could adversely affect our operations and financial results. In addition, the
Dodd-Frank Act and interpretations and actions by the CFPB have had, and could continue to have a significant impact
on us by, for example, requiring us to limit or change our business practices, limiting our ability to pursue business
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opportunities, requiring us to invest valuable management time and resources in compliance efforts, imposing additional
costs on us, delaying our ability to respond to marketplace changes, requiring us to alter our products and services in a
manner that would make them less attractive to consumers and impair our ability to offer them profitably, or requiring us
to make other changes that could adversely affect our business. In addition, these regulations impose responsibility on us
for any related compliance failures of our agents.
The CFPB has broad authority to enforce consumer protection laws. The CFPB has a large staff and budget, which is
not subject to Congressional appropriation, and has broad authority with respect to our money transfer service and related
business. It is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer
financial education, track and solicit consumer complaints, request data, and promote the availability of financial services
to underserved consumers and communities. In addition, the CFPB may adopt other regulations governing consumer
financial services, including regulations defining UDAAP, and new model disclosures. The CFPB’s authority to change
regulations adopted in the past by other regulators, or to rescind or ignore past regulatory guidance, could increase our
compliance costs and litigation exposure. In addition, attorneys general of the various states of the United States also have
authority to enforce the consumer protection provisions of the Dodd-Frank Act in their respective jurisdictions.
We have been and continue to be subject to examination by the CFPB, which defines “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 to examine and supervise us and our
larger competitors, which will involve providing reports to the CFPB. The CFPB has used information gained in
examinations as the basis for enforcement actions resulting in settlements involving monetary penalties and other remedies.
The effect of the Dodd-Frank Act, the EFTA, Regulation E, and the CFPB on our business and operations has been
and will continue to be significant, and the application of the associated implementing regulations to our business may
differ from the application to certain of our competitors, including banks.
Various jurisdictions in the United States and outside the United States similarly have consumer protection laws and
regulations, and numerous governmental agencies are tasked with enforcing those laws and regulations. Consumer
protection principles continue to evolve globally, and new or enhanced consumer protection laws and regulations may be
adopted that impact our business, such as the FCA’s 2023 principles-based Consumer Duty in the UK that sets higher and
clearer standards of consumer protection across financial services and requires firms to put their customers’ needs first.
Governmental agencies tasked with enforcing consumer protection laws or regulations are communicating more frequently
and coordinating their efforts to protect consumers. For instance, the International Consumer Protection and Enforcement
Network (“ICPEN”) is an organization composed of consumer protection authorities from over 70 countries that provides
a forum for developing and maintaining regular contact between consumer protection agencies and focusing on consumer
protection concerns. By encouraging cooperation between agencies, ICPEN aims to enable its members to have a greater
impact with their consumer protection laws and regulations. As the scope of consumer protection laws and regulations
change, we may experience increased costs to comply and other adverse effects to our business.
Rules adopted under the Dodd-Frank Act by the CFTC, as well as the provisions of the EMIR and its technical
standards, which are directly applicable in the member states of the EU, have subjected certain foreign exchange hedging
transactions, including certain intercompany hedging transactions and certain of the corporate interest rate hedging
transactions we may enter into in the future, to reporting, recordkeeping, and other requirements. Following Brexit, EMIR
and the MiFID II have been retained as UK law pursuant to the European Union (Withdrawal) Act 2018 UK. Additionally,
certain of the corporate interest rate hedging transactions and foreign exchange derivatives transactions we may enter into
in the future may be subject to centralized clearing requirements or may be subject to margin requirements in the United
States, the EU, and the UK. Other jurisdictions outside of the United States, the EU, and the UK, have implemented, are
implementing, or may implement regulations similar to those described above. Derivatives regulations have added costs
to our business, and any additional requirements, such as future registration requirements and increased regulation of
derivatives contracts, will likely result in additional costs or impact the way we conduct any hedging activities.
Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of
operations, which could adversely affect our operations, results of operations, and financial condition.
We are subject to extensive requirements relating to data privacy and security under federal, state, and foreign laws.
These laws and requirements continue to evolve and may become increasingly difficult to comply with. For example, the
2024 Form 10-K
35
FTC continues to investigate the privacy practices of many companies and has brought numerous enforcement actions,
resulting in significant fines and multi-year agreements governing the settling companies’ privacy practices. In addition,
the SEC and the New York State Department of Financial Services (“NYDFS”) have enacted new rules or amendments to
existing rules that have modified reporting requirements and added new prescriptive requirements relating to cybersecurity
programs or expanded existing requirements. Furthermore, certain industry groups require us to adhere to privacy
requirements in addition to federal, state, and foreign laws, and certain of our business relationships depend upon our
compliance with these requirements. As the number of countries enacting privacy and related laws increases and the scope
of these laws and enforcement efforts expand, we will increasingly become subject to new and varying requirements. For
example, in 2018, the EU implemented the GDPR, and other countries have enacted similar legislation, such as Brazil’s
General Data Protection Law (“LGPD”), which became effective in 2020, China’s Personal Information Protection Law
(“PIPL”), which became effective in November 2021, and India’s Digital Personal Data Protection Act (“DPDPA”) passed
in August of 2023. The GDPR, LGPD, PIPL, and DPDPA impose obligations and present the risk of substantially
increased penalties for non-compliance, including the possibility of not only fines but also enforcement action that may
require an organization to cease certain of its data processing activities. Such penalties could have a material adverse effect
on our financial condition, results of operations, and cash flows. In addition, in 2020 the Court of Justice of the European
Union (“CJEU”) invalidated the EU-U.S. Privacy Shield framework, which provided a mechanism for companies
transferring personal data from the EU to the U.S., and imposed additional obligations on companies such as Western
Union when transferring personal data from the EU to the U.S. and other jurisdictions. We have incurred, and we expect
to continue to incur, expenses to meet the obligations of the GDPR and other similar legislation and new interpretations
of their requirements. We are also subject to data privacy and security laws in various states, such as the California
Consumer Privacy Act and the Colorado Privacy Act, that impose heightened data privacy requirements on companies
that collect information from state residents and create a broad set of privacy rights and remedies modeled in part on the
GDPR. Failure to comply with existing or future data privacy and security laws, regulations, and requirements to which
we are subject or could become subject, including by reason of inadvertent disclosure of confidential information, could
result in fines, sanctions, penalties, or other adverse consequences and loss of consumer confidence, which could materially
adversely affect our results of operations, overall business, and reputation.
In addition, in connection with regulatory requirements to assist in the prevention of money laundering and terrorist
financing and other legal obligations and requests, we make information available to certain United States federal, state,
and foreign government agencies. In recent years, we have experienced data sharing requests by these agencies, including
in connection with efforts to combat money laundering, terrorist financing, fraud, drug trafficking, and human trafficking.
During the same period, there has also been increased public attention to the corporate use and disclosure of personal
information, accompanied by legislation and regulations intended to strengthen data protection, information security, and
consumer privacy. These regulatory and law enforcement goals, and the protection of the individual’s right to privacy,
may conflict or otherwise present challenges, and the law in these areas is not consistent or settled. The legal, political,
and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court
rulings, or other events could expose us to increased program costs, liability, and reputational damage.
We are subject to unclaimed property laws, and differences between the amounts we have accrued for unclaimed
property and amounts that are claimed by a state or foreign jurisdiction could have a significant impact on our results
of operations and cash flows.
We are subject to unclaimed property laws in the United States and abroad, and some of our agents are subject to
unclaimed property laws in their respective jurisdictions which require us, or our agents, to turn over to certain government
authorities the property of others held by us that has been unclaimed for a specified period of time, such as unpaid money
transfers and money orders. We have an ongoing program designed to help us comply with those laws. These laws are
evolving and are frequently unclear, subject to interpretation, and inconsistent among various jurisdictions, making
compliance challenging. In addition, we are subject to audits with regard to our escheatment practices. Any difference
between the amounts we have accrued for unclaimed property and amounts that are claimed by a state, foreign jurisdiction,
or representative thereof could have a significant impact on our results of operations and cash flows.
202 Form 10-K
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We are subject to requirements and guidelines related to financial soundness and strength, and if we fail to meet current
or changing requirements or guidelines, including maintaining sufficient amounts or types of regulatory capital to
meet the changing requirements of our various regulators worldwide, our business, financial condition, results of
operations, and cash flows could be adversely affected.
Our regulators expect us to possess sufficient financial soundness and strength to adequately support our regulated
subsidiaries. We have substantial indebtedness and other obligations, including those related to the tax imposed on certain
of our previously undistributed foreign earnings pursuant to the Tax Act, which could make it more difficult to meet these
requirements or any additional requirements. In addition, as a global provider of payment services and in light of the
changing regulatory environment in various jurisdictions, we could become subject to new capital requirements introduced
or imposed by our regulators that could require us to raise capital immediately or retain earnings over a period of time.
Our regulators also impose restrictions on our ability to use cash generated by our regulated subsidiaries such as those
related to minimum qualifying investments, net worth requirements, and restrictions on transferring assets outside of the
countries where those assets are located. For instance, our regulators specify the amount and composition of eligible assets
that certain of our subsidiaries must hold in order to satisfy our outstanding settlement obligations. These regulators could
further restrict the type of instruments that qualify as permissible investments or require our regulated subsidiaries to
maintain higher levels of eligible assets. Further, some jurisdictions use tangible net worth and other financial strength
guidelines to evaluate financial position. If our regulated subsidiaries do not abide by these guidelines, they may be subject
to heightened review by these jurisdictions, and the jurisdictions may be more likely to impose new formal financial
strength requirements. Additional financial strength requirements imposed on our regulated subsidiaries or significant
changes in the regulatory environment for money transfer providers could impact our primary source of liquidity. Any
change or increase in these regulatory requirements or guidelines could have a material adverse effect on our business,
financial condition, and results of operations.
Risks Relating to Consent Agreements and Litigation
Our business is the subject of consent agreements with, or investigations or enforcement actions by, regulators and
other government authorities.
In early 2017, the Company entered into a Deferred Prosecution Agreement with the United States Department of
Justice and certain United States Attorney’s Offices (the “DPA”), a Stipulated Order for Permanent Injunction and Final
Judgment (the “FTC Consent Order”) with the United States Federal Trade Commission (“FTC”), a Consent to the
Assessment of Civil Money Penalty with FinCEN, and settlement agreements with various state attorneys general
(collectively, the “Joint Settlement Agreements”) to resolve the respective investigations of those agencies. Under the Joint
Settlement Agreements, the Company was required, among other things, to pay an aggregate amount of $586 million to
the DOJ to be used to reimburse consumers who were the victims of third-party fraud conducted through the Company’s
money transfer services, and retain an independent compliance auditor for three years to review and assess actions taken
by the Company to further enhance its oversight of agents and protection of consumers, both of which were performed by
the Company during 2017. The Joint Settlement Agreements also required the Company to adopt certain new or enhanced
practices with respect to its compliance program, relating to, among other things, consumer reimbursement, agent due
diligence, agent training, monitoring, reporting, and recordkeeping by the Company and its agents, consumer fraud
disclosures, and agent suspensions and terminations. Western Union has continuing obligations under the FTC Consent
Order, which is a permanent injunction, as well as the requirement to submit annual reports to the FTC through January
2028. The ongoing obligations under the Joint Settlement Agreements have had and could have adverse effects on the
Company’s business, including additional costs and potential loss of business. The Company has also faced actions from
other regulators as a result of the Joint Settlement Agreements. For example, on July 28, 2017, the NYDFS informed the
Company that the facts set forth in the DPA with the DOJ and with certain other United States Attorney’s Offices regarding
the Company’s anti-money laundering programs over the 2004 through 2012 period gave the NYDFS a basis to take
additional enforcement action. In January 2018, the Company agreed to a consent order with the NYDFS, which required
the Company to pay a civil monetary penalty of $60 million to the NYDFS and resolved its investigation into these matters.
The term of the DPA expired in January 2020, and it was dismissed in March 2020, and the term of the Independent
Compliance Auditor under the FTC Consent Order ended in May 2020. Notwithstanding, if the Company fails to comply
with its continuing obligations under the Joint Settlement Agreements, it could face criminal prosecution, civil litigation,
significant fines, damage awards, or other regulatory consequences. Any or all of these outcomes could have a material
adverse effect on the Company’s business, financial condition, results of operations, and cash flows.
2024 Form 10-K
37
Our business is, and may in the future be, the subject of litigation, including purported class action litigation, and
governmental investigations and enforcement actions, which could result in material settlements, judgments, fines, or
penalties. Responding to litigation, investigations, or enforcement actions also diverts considerable time and resources
from management and, regardless of the outcome, can result in significant legal expense.
As a company that provides global financial services primarily to consumers, we are, and may in the future be, subject
to litigation, including purported class action litigation, and governmental investigations and enforcement actions alleging
violations of consumer protection, anti-money laundering, sanctions, drug trafficking, human trafficking, securities laws,
and other laws, both foreign and domestic, including those related to the facilitation of illegal, improper, or fraudulent
activity. Our industry is under continuing scrutiny from federal, state, and international regulators in connection with the
potential for such illegal, improper, or fraudulent activities. Any such regulatory enforcement may be applied
inconsistently across the industry, resulting in increased costs for the Company that may not be incurred by competitors.
We also are subject to claims asserted by consumers based on individual transactions.
Responding to litigation, investigations, or enforcement actions also diverts considerable time and resources from
management and, regardless of the outcome, is associated with significant legal expense. There can be no guarantee that
we will be successful in defending ourselves in these matters, and such failure may result in substantial fines, damages
and expenses, revocation of required licenses, or other limitations on our ability to conduct business. Any of these
outcomes could adversely affect our business, financial condition, results of operations, and cash flows. Further, we believe
increasingly strict legal and regulatory requirements and increased regulatory investigations and enforcement are likely to
continue to result in changes to our business, as well as increased costs, supervision, and examination for both ourselves
and our agents and subagents. These developments have had, and we believe will continue to have, an adverse effect on
our business, financial condition, and results of operations, and in turn may result in additional litigation or other actions.
For more information, please see Part II, Item 8, Financial Statements and Supplementary Data, Note 5, Commitments
and Contingencies.
202 Form 10-K
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Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
To help address cybersecurity threats, Western Union has developed a strategy and implemented a program to identify,
assess, and prioritize cybersecurity risks as part of our broader enterprise risk management processes. We recognize that
cybersecurity threats are constantly evolving and that there is no single solution that can guarantee complete protection.
Our cybersecurity strategy is designed to protect the confidentiality of our data from unauthorized access, the integrity
of information throughout its lifecycle, and the availability of that information and the related systems. Our strategy is
guided by the National Institute of Standards and Technology Cybersecurity Framework, which helps us identify, assess,
and manage cybersecurity risks relevant to our business.
Within our cybersecurity program, we have identified and implemented a variety of processes for cybersecurity risk
management:
•
We conduct regular risk assessments to identify and evaluate potential cybersecurity threats, including threats
to our business operations, technology infrastructure, and data.
•
We monitor threat intelligence feeds to stay updated on the latest cybersecurity threats and vulnerabilities.
•
We scan our systems for vulnerabilities on an ongoing basis, with vulnerabilities prioritized and remediated
based on their potential impact.
•
We have implemented a variety of access controls to restrict access to our systems and data, including user
authentication, authorization, and encryption.
•
We conduct regular security awareness training for our employees to help them identify and avoid
cybersecurity threats.
•
We periodically conduct test exercises to review our cybersecurity controls and resilience and to identify
improvements.
•
Our third-party risk assessment program identifies, assesses, and monitors vendors for risk. These include
information technology and cybersecurity vendors who are part of our digital supply chain.
Our cybersecurity governance framework is designed to manage cybersecurity risks at all levels of the organization.
As part of this governance framework, our Board of Directors regularly devotes time during its meetings to review and
discuss the most significant risks facing the Company, including cybersecurity threats, and management’s process for
identifying, prioritizing, and responding to them. The Audit Committee of the Board of Directors assists the Board in
overseeing the significant risk exposures facing the Company and regularly reviews cybersecurity risks at its committee
meetings. Cybersecurity risks are integrated into the broader company risk management system through our Information
Security and Privacy Committee (“ISPC”), which is a subcommittee of our Enterprise Risk Committee (the “ERC”), is
co-chaired by the Chief Information Security Officer and Chief Privacy Officer and consists of senior leaders across the
company. The ISPC is charged with oversight, advisory, and decision-making responsibilities with respect to information
security and privacy risks. The Chief Information Security Officer is responsible for communicating cybersecurity risks
to the Audit Committee and Board of Directors. Our cybersecurity program, led by our Chief Information Security Officer,
who reports to our Chief Risk and Compliance Officer, has a team of dedicated, experienced cybersecurity professionals
responsible for day-to-day security operations and strategic cybersecurity programs. The Chief Information Security
Officer has over 20 years of experience in security risk management, with over 10 years of experience leading
cybersecurity teams. All employees are responsible for protecting Western Union’s data and systems and are required to
follow Western Union’s cybersecurity policies.
We have been, and continue to be, the subject of cybersecurity attacks and threats, including distributed denial of
service and ransomware attacks. Historically, none of these attacks or breaches has individually or in the aggregate resulted
2024 Form 10-K
39
in any material liability to us or any material damage to our reputation. Disruptions related to cybersecurity have not caused
any material interruption to our business, strategy, results of operations, or financial condition. There can be no assurance
that such attacks or disruptions will not have a material adverse impact on us in the future.
Item 2. Properties
Properties and Facilities
As of December 31, 2024, we occupied facilities in approximately 45 countries. All of these facilities were leased.
Our office in Denver, Colorado serves as our corporate headquarters. Our offices in Dublin, Ireland, and Dubai, United
Arab Emirates represent key operational and leadership locations. We also operate shared service centers in Lithuania,
Costa Rica, India, and the Philippines. Our facilities are shared and primarily used for operational, sales, and administrative
purposes in support of our Consumer Money Transfer and Consumer Services segments.
We believe that our facilities are suitable and adequate for our current business; however, we periodically review our
facility requirements and may consolidate and dispose of or sublet facilities which are no longer required or acquire new
facilities and update existing facilities to meet the needs of our business.
Item 3. Legal Proceedings
The information required by this Item 3 is incorporated herein by reference to the discussion in Part II, Item 8,
Financial Statements and Supplementary Data, Note 5, Commitments and Contingencies.
Item 4. Mine Safety Disclosures
Not applicable.
202 Form 10-K
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock trades on the New York Stock Exchange under the symbol “WU.” There were 2,716 stockholders
of record as of February 14, 2025. This figure does not include an estimate of the indeterminate number of beneficial
holders whose shares may be held of record by brokerage firms and clearing agencies.
Share Repurchases
The following table sets forth stock repurchases for each of the three months of the quarter ended December 31, 2024:
Approximate Dollar
Total Number of Shares
Value of Shares that
Purchased as Part of
May Yet Be Purchased
Total Number of
Average Price
Publicly Announced
Under the Plans or
Period
Shares Purchased(a)
Paid per Share(c)
Plans or Programs(b)
Programs (in millions)
October 1 - 31
9,256
$
11.78
—
$
170.9
November 1 - 30
16,979
$
10.72
—
$
170.9
December 1 - 31
25,508
$
10.82
—
$
1,000.0
Total
51,743
$
10.96
—
(a)
These amounts represent both shares authorized by our Board of Directors for repurchase under a publicly announced authorization, as described
below, as well as shares withheld from employees to cover tax withholding obligations on restricted stock units that have vested.
(b)
On February 10, 2022, our Board of Directors authorized $1.0 billion of common stock repurchases, and this authorization expired December 31,
2024. On December 13, 2024, our Board of Directors authorized $1.0 billion of common stock repurchases with no expiration date. In certain
instances, management has historically established and may continue to establish prearranged written plans pursuant to Rule 10b5-1. A Rule 10b5-1
plan permits us to repurchase shares at times when we may otherwise be unable to do so, provided the plan is adopted when we are not aware of
material non-public information.
(c)
The average price paid per share excludes a 1% excise tax due under the Inflation Reduction Act of 2022.
Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 15, Stock-Based 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.
Dividend and Share Repurchases Policy
During 2024 and 2023, the Board of Directors declared quarterly cash dividends of $0.235 per common share. The
declaration or authorization and amount of future dividends or share repurchases will be determined by the Board of
Directors and will depend on our financial condition, earnings, liquidity, the amount and timing of payments under our
debt and other obligations, capital requirements, regulatory constraints, cash generated or made available in the United
States, industry practice, and any other factors that the Board of Directors believes are relevant. As a holding company
with no material assets other than the capital stock of our subsidiaries, our ability to pay dividends or repurchase shares in
future periods will depend primarily on our ability to use cash generated by our operating subsidiaries. Several of our
operating subsidiaries are subject to financial services regulations, and their ability to pay dividends and distribute cash
may be restricted. In addition, the Tax Act imposes a tax on certain of our previously undistributed foreign earnings, and
we are required to pay the final installment in 2025, as discussed in the Capital Resources and Liquidity section in Part II,
Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. This payment will
adversely affect our cash flow and liquidity and may adversely affect future share repurchases.
On February 4, 2025, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable
on March 31, 2025.
Item 6. [Reserved]
2024 Form 10-K
41
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and the notes to
those statements included in Part II, Item 8, Financial Statements and Supplementary Data in this Annual Report on Form
10-K. This Annual Report on Form 10-K contains certain statements that are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995. Certain statements contained in the Management’s Discussion and
Analysis of Financial Condition and Results of Operations are forward-looking statements that involve risks and
uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations,
estimates, assumptions, and projections about our industry, business, and future financial results. Our actual results could
differ materially from the results contemplated by these forward-looking statements due to a number of factors, including
those discussed in other sections of this Annual Report on Form 10-K. See the discussion under the heading “Risk Factors”
in Part I, Item 1A of this Annual Report on Form 10-K and under the heading “Forward-Looking Statements” below.
Overview
We are a leading provider of cross-border, cross-currency money movement, payments, and digital financial services
and conduct business in the following operating segments:
•
Consumer Money Transfer - Our Consumer Money Transfer segment facilitates money transfers, which are
primarily sent from our retail agent and owned locations worldwide or through websites and mobile devices. Our
money transfer service is provided through one interconnected global network. This service is available for
international cross-border transfers and, in certain countries, intra-country transfers.
•
Consumer Services - Our Consumer Services segment includes our bill payment services, money order services,
retail foreign exchange services, media network, prepaid cards, lending partnerships, and digital wallets.
On August 4, 2021, we entered into an agreement to sell our Business Solutions business, and the final closing for
this transaction occurred on July 1, 2023. Accordingly, we no longer report Business Solutions revenues and operating
expenses after July 1, 2023. Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 4, Divestitures
and Goodwill for further information related to our Business Solutions divestiture.
Additional information regarding our segments is provided in the Segment Discussion below.
Results of Operations
The following discussion of our consolidated results of operations and segment results refers to the year ended
December 31, 2024 compared to the same period in 2023. For discussion of our consolidated results of operations and
segment results for the year ended December 31, 2023 compared to the same period in 2022, refer to Part II, Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form
10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
The results of operations should be read in conjunction with the discussion of our segment results of operations, which
provides more detailed discussions concerning certain components of the Consolidated Statements of Income. All
significant intercompany accounts and transactions between our segments have been eliminated. The below information
has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”)
unless otherwise noted. All amounts provided in this section are rounded to the nearest tenth of a million, except as
otherwise noted. As a result, the percentage changes and margins disclosed herein may not recalculate precisely using the
rounded amounts provided.
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The following table sets forth our consolidated results of operations for the years ended December 31, 2024 and 2023:
Year Ended December 31,
(in millions, except per share amounts)
2024
2023
% Change
Revenues
$
4,209.7
$
4,357.0
(3)%
Expenses:
Cost of services
2,620.5
2,671.7
(2)%
Selling, general, and administrative
863.4
867.8
(1)%
Total expenses
3,483.9
3,539.5
(2)%
Operating income
725.8
817.5
(11)%
Other income/(expense):
Gain on divestiture of business
—
18.0
(a)
Interest income
11.9
15.6
(24)%
Interest expense
(119.8)
(105.3)
14%
Other income, net
0.7
—
(a)
Total other expense, net
(107.2)
(71.7)
50%
Income before income taxes
618.6
745.8
(17)%
Provision for/(benefit from) income taxes
(315.6)
119.8
(a)
Net income
$
934.2
$
626.0
49%
Earnings per share:
Basic
$
2.75
$
1.69
63%
Diluted
$
2.74
$
1.68
63%
Weighted-average shares outstanding:
Basic
340.0
370.8
Diluted
341.1
371.8
(a)
Calculation not meaningful.
Revenues Overview
Revenues are primarily derived from consideration paid by customers to transfer money. These revenues vary by
transaction based upon factors such as channel, send and receive locations, the send and receive funding method, the
principal amount sent, and, when the money transfer involves different send and receive currencies, the difference between
the exchange rate we set to the customer and a rate available in the wholesale foreign exchange market. We also offer
other consumer services, for which revenue is impacted by similar factors.
Due to the significance of the effect that foreign exchange fluctuations against the United States dollar can have on
our reported revenues, constant currency results have been provided in the table below for consolidated revenues. Constant
currency revenues translate revenues denominated in foreign currencies to the United States dollar, net of the effect of
foreign currency hedges, at rates consistent with those in the prior year. Constant currency results are also net of the impact
of Argentina inflation due to its economy being hyperinflationary. We have also disclosed the impact of the Business
Solutions divestiture on our revenues in the table below. Constant currency measures and measures that exclude the impact
of divestitures are non-GAAP financial measures and are provided so that revenue can be viewed without the effect of
fluctuations in foreign currency exchange rates, net of the hyperinflationary Argentine economy, and divestitures of our
businesses, which is consistent with how management evaluates our revenue results and trends. We believe that these
measures provide management and investors with information about revenue results and trends that eliminates currency
volatility and divestitures, thereby providing greater clarity regarding, and increasing the comparability of, our underlying
results and trends. These disclosures are provided in addition to, and not as a substitute for, the percentage change in
revenue on a GAAP basis for the year ended December 31, 2024 compared to the prior year. Other companies may
calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative
purposes.
2024 Form 10-K
43
The following table sets forth our consolidated revenue results for the years ended December 31, 2024 and 2023:
Year Ended December 31,
(dollars in millions)
2024
2023
% Change
Revenues, as reported - (GAAP)
$
4,209.7
$
4,357.0
(3)%
Foreign currency translation and Argentina inflation impact(a)
(1)%
Divestitures impact(b)
1%
Adjusted revenues - (Non-GAAP)
(3)%
(a)
Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina inflation,
resulted in an increase to GAAP revenues of $11.1 million for the year ended December 31, 2024 when compared to the prior year. We calculate
Argentina inflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal).
(b)
Business Solutions revenues included in our results were $29.7 million for the year ended December 31, 2023.
For the year ended December 31, 2024 when compared to the prior year, GAAP and Adjusted revenues decreased due
to a reduction in transactions originating from Iraq, which negatively impacted revenues by slightly more than 3%. We
believe that we will continue to see a reduction in transactions originating in Iraq, compared to recent years, primarily
driven by changes in monetary policy and related central bank actions.
Operating Expenses Overview
Redeployment program
On October 20, 2022, we announced an operating expense redeployment program, which aims to redeploy and
reallocate investment and expenses in our cost base, accomplished through optimizations in vendor management, our real
estate footprint, marketing, and people strategy. We believe these changes have allowed us to invest in strategic initiatives.
We incurred $92.7 million of total expenses under this program, including severance, from inception through
December 31, 2024.
The following table presents the location and amount of operating expenses associated with our redeployment program
in the Consolidated Statements of Income for the years ended December 31, 2024 and 2023.
(dollars in millions)
Year Ended December 31,
Location
2024
2023
Cost of services
$
20.2
$
10.6
Selling, general, and administrative
21.2
18.9
Total redeployment program costs
$
41.4
$
29.5
Cost of Services
Cost of services primarily consists of agent commissions, which represented approximately 60% of total cost of
services for the years ended December 31, 2024 and 2023. For the year ended December 31, 2024, Cost of services
decreased compared to the prior year primarily due to decreases in agent commissions, which generally vary with revenue,
lower information technology expenses, and a decrease associated with the Business Solutions divestiture, partially offset
by increases in certain variable expenses, including bank fees and credit and non-credit losses, and higher employee
compensation primarily associated with our expansion of Company-owned locations.
Selling, General, and Administrative
Selling, general and administrative expenses decreased for the year ended December 31, 2024 when compared to the
prior year due to a decrease in advertising costs and decreases associated with the Business Solutions divestiture. These
were partially offset by fluctuations between the United States dollar and foreign currencies.
202 Form 10-K
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Total Other Expense, Net
Total other expense, net increased for the year ended December 31, 2024 when compared to the prior year as a result
of the prior year gain on the final closing of the Business Solutions divestiture, which occurred on July 1, 2023, as well as
increased interest expense in the current year due to higher average commercial paper balances outstanding.
Income Taxes
Our effective tax rates on pre-tax income were (51.0)% and 16.1% for the years ended December 31, 2024 and 2023,
respectively. The change in our effective tax rate for the year ended December 31, 2024 compared to the prior year was
primarily due to the recognition of deferred tax assets, net of valuation allowance, associated with the reorganization of
our international operations and a settlement of the IRS examination of our 2017 and 2018 federal income tax returns,
which resulted in tax benefits of $255.2 million and $137.8 million, respectively, for the year ended December 31, 2024.
We have established contingency reserves for a variety of tax exposures. As of December 31, 2024, the total amount
of tax contingency reserves was $17.9 million, including accrued interest and penalties, net of related items. Our tax
reserves reflect our judgment as to the resolution of the issues involved if subject to judicial review or other settlement.
While we believe that our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in
all instances, an issue raised by a tax authority will be resolved at a financial cost that does not exceed our related reserve.
With respect to these reserves, our income tax expense would include: (i) any changes in tax reserves arising from material
changes in the facts and circumstances (i.e., new information) surrounding a tax issue during the period, and (ii) any
difference from our tax 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 our consolidated financial statements
in future periods and could impact our operating cash flows.
A significant proportion of our profits are foreign-derived. For the years ended December 31, 2024 and 2023, 112%
and 105%, respectively, of our pre-tax income was derived from foreign sources. While the income tax imposed by any
one foreign country is not material to us, our overall effective tax rate could be adversely affected by changes in foreign
tax laws.
Earnings Per Share
During the years ended December 31, 2024 and 2023, basic earnings per share were $2.75 and $1.69, respectively,
and diluted earnings per share were $2.74 and $1.68, respectively. Outstanding options to purchase Western Union stock
and unvested shares of restricted stock are excluded from basic shares outstanding. Diluted earnings per share reflects the
potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted
stock have vested. Shares excluded from the diluted earnings per share calculation were 11.6 million and 9.7 million for
the years ended December 31, 2024 and 2023, respectively. The effect of these shares was anti-dilutive under the treasury
stock method, as the assumed proceeds of the options and restricted stock per unit were above our average share price
during the periods.
Earnings per share for the year ended December 31, 2024 compared to the prior year were impacted by the previously
described factors impacting net income and a lower number of average shares outstanding.
Segment Discussion
We manage our business around the consumers and businesses we serve and the types of services we offer. Each of
our segments address a different combination of customer groups, distribution networks, and services offered. Our
segments are Consumer Money Transfer and Consumer Services. On August 4, 2021, we entered into an agreement to sell
our Business Solutions business and the final closing for this transaction was on July 1, 2023. Accordingly, we no longer
report Business Solutions revenues and operating expenses after July 1, 2023. For the year ended December 31, 2023,
Business Solutions revenues and operating income included in our Consolidated Statements of Income were $29.7 million
and $3.7 million, respectively.
During the years ended December 31, 2024 and 2023, we incurred $41.4 million and $29.5 million, respectively, of
costs associated with our operating expense redeployment program, as described above, primarily related to severance,
2024 Form 10-K
45
expenses associated with streamlining our organizational and legal structure, and non-cash impairments of operating lease
right-of-use (“ROU”) assets and property and equipment. We also recorded non-cash amortization and impairment of
acquired intangible assets in connection with recent business acquisitions. In addition, during the year ended December 31,
2024, we incurred costs associated with operating our Russian entity and impairment costs related to our assets in Russia,
as we have decided to pursue either liquidating or selling these assets. In estimating this impairment, we did not include
the cash that we believe will be necessary to pay for future costs as we work to liquidate and exit the business. While
certain of the above expenses are identifiable to our segments, the expenses are not included in the measurement of segment
operating income provided to the Chief Operating Decision Maker (“CODM”) for purposes of performance assessment
and resource allocation. These expenses are therefore excluded from our segment operating income results.
Beginning in 2024, we changed our segment reporting methodology to no longer allocate acquisition, separation, and
integration costs to our segments. These costs were previously allocated entirely to Consumer Services while it was called
Other, and the amounts included in the segment were immaterial for the year ended December 31, 2023. The expenses are
no longer included in the measurement of segment operating income provided to the CODM for purposes of performance
assessment and resource allocation.
The business segment measurements provided to, and evaluated by, our CODM are computed in accordance with the
following principles:
•
The accounting policies of the segments are the same as those described in the summary of significant accounting
policies.
•
Corporate costs, including overhead expenses, are allocated to the segments primarily based on a percentage of
the segments’ revenue compared to total revenue.
•
All items not included in operating income are excluded from the segments.
The following table sets forth the components of segment revenues as a percentage of the consolidated totals for the
years ended December 31, 2024 and 2023:
Year Ended December 31,
2024
2023
Consumer Money Transfer
90%
92%
Consumer Services
10%
7%
Business Solutions
—
1%
100%
100%
Consumer Money Transfer
The following table sets forth our Consumer Money Transfer segment results of operations for the years ended
December 31, 2024 and 2023:
Year Ended December 31,
(dollars and transactions in millions)
2024
2023
% Change
Revenues
$
3,798.0
$
4,005.0
(5)%
Operating income
$
737.4
$
750.8
(2)%
Operating income margin
19%
19%
Key indicator:
Consumer Money Transfer transactions
289.9
279.4
4%
Our Consumer Money Transfer service facilitates money transfers sent from our retail agent locations worldwide and
money transfer transactions conducted and funded through websites and mobile applications marketed under our brands
(“Branded Digital”). The segment includes five geographic regions whose functions are primarily related to generating,
managing, and maintaining agent relationships and localized marketing activities. We include Branded Digital transactions
in our regions. By means of common processes and systems, these regions, including Branded Digital transactions, create
202 Form 10-K
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46
one interconnected global network for consumer transactions, thereby constituting one Consumer Money Transfer business
and one operating segment.
Transaction volume is the primary generator of revenue in our Consumer Money Transfer segment. A Consumer
Money Transfer transaction constitutes the transfer of funds to a designated recipient utilizing one of our consumer money
transfer services. The geographic split for transactions and revenue in the table that follows is determined based upon the
region where the money transfer is initiated. Included in each region’s transaction and revenue percentages in the tables
below are Branded Digital transactions for the years ended December 31, 2024 and 2023. Where reported separately in
the discussion below, Branded Digital consists of 100% of the transactions conducted and funded through that channel.
The table below sets forth revenue and transaction changes by geographic region compared to the prior year.
Additionally, due to the significance of our Consumer Money Transfer segment to our overall results, we have also
provided constant currency results for our Consumer Money Transfer segment revenues. Consumer Money Transfer
segment adjusted revenue growth/(decline) is a non-GAAP financial measure, as further discussed in Revenues Overview
above.
Year Ended December 31, 2024
Revenue
Adjusted
Growth /
Foreign
Revenue
(Decline)
Exchange
Growth /
as Reported -
Translation
(Decline)(a) -
Transaction
(GAAP)
Impact
(Non-GAAP)
Growth
Consumer Money Transfer regional growth/(decline):
North America (United States & Canada) (“NA”)
(1)%
0%
(1)%
3%
Europe and CIS (“EU & CIS”)
(2)%
(1)%
(1)%
5%
Middle East, Africa, and South Asia (“MEASA”)
(19)%
(1)%
(18)%
3%
Latin America and the Caribbean (“LACA”)
2%
(1)%
3%
0%
Asia Pacific (“APAC”)
(7)%
(4)%
(3)%
8%
Total Consumer Money Transfer segment
(5)%
(1)%
(4)%
4%
Branded Digital(b)
7%
(1)%
8%
13%
(a)
Adjusted revenue growth/(decline) assumes that revenues denominated in foreign currencies are translated to the United States dollar, net of the
effect of foreign currency hedges, at rates consistent with those in the prior year. LACA, total Consumer Money Transfer, and Branded Digital
adjusted revenue growth excludes the effect of increases in local currency revenue due to inflation in Argentina, which is hyperinflationary. We
calculate Argentina inflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal).
(b)
As noted above, Branded Digital revenues are included in the regions.
The table below sets forth regional revenues as a percentage of our Consumer Money Transfer revenue for the years
ended December 31, 2024 and 2023:
Year Ended December 31,
2024
2023
Consumer Money Transfer revenue as a percentage of segment revenue:
NA
39%
37%
EU & CIS
26%
25%
MEASA
18%
21%
LACA
12%
11%
APAC
5%
6%
Branded Digital, which is included in the regional percentages above, represented approximately 24% and 22% of our
Consumer Money Transfer revenues for the years ended December 31, 2024 and 2023, respectively.
Our consumers transferred $102.9 billion and $101.7 billion in cross-border principal for the years ended
December 31, 2024 and 2023, respectively. Consumer Money Transfer cross-border principal is the amount of consumer
funds transferred to a designated recipient in a country or territory that differs from the country or territory from which the
transaction was initiated. Consumer Money Transfer cross-border principal is a metric used by management to monitor
and better understand the growth in our underlying business relative to competitors, as well as changes in our market share
of global remittances.
2024 Form 10-K
47
Revenues
Consumer Money Transfer revenue decreased 5%, and transactions increased 4% for the year ended December 31,
2024, compared to the prior year. Fluctuations in the United States dollar compared to foreign currencies, net of the impact
of foreign currency hedges and Argentina inflation, negatively impacted revenue by 1% for the year ended December 31,
2024, compared to the prior year.
For the year ended December 31, 2024, in our Consumer Money Transfer regions, NA revenue decreased and
transactions increased compared to the prior year. Price reductions were partially offset by an increase in cross-border
transactions sent from the United States. For the year ended December 31, 2024, our EU & CIS revenues were negatively
impacted by price reductions and by one of our retail agents no longer offering cash-based services at its retail locations.
Declines in revenue in the MEASA region were driven by a reduction in transactions originating from Iraq primarily driven
by changes in monetary policy and related central bank actions, as discussed above.
We have historically implemented price reductions or price increases throughout many of our global corridors. We
will likely continue to implement price changes from time to time in response to competition and other factors. Price
reductions generally reduce margins and adversely affect financial results in the short term and may also adversely affect
financial results in the long term if transaction volumes do not increase sufficiently. Price increases may adversely affect
transaction volumes, as consumers may not use our services if we fail to price them appropriately.
Operating Income
Consumer Money Transfer operating income for the year ended December 31, 2024 decreased compared to the prior
year due to a decrease in revenue, as discussed above, and fluctuations between the United States dollar and foreign
currencies, partially offset by reduced agent commissions, a decrease in advertising costs, and lower information
technology expenses.
Consumer Services
The following table sets forth Consumer Services segment results for the years ended December 31, 2024 and 2023:
Year Ended December 31,
(dollars in millions)
2024
2023
% Change
Revenues
$
411.7
$
322.3
28%
Operating income
$
52.3
$
92.5
(43)%
Operating income margin
13%
29%
(16)%
Revenues
For the year ended December 31, 2024 compared to the prior year, Consumer Services revenues increased primarily
due to an increase in retail foreign exchange services, growth in new services we are continuing to introduce to our
customers, including media network, and an increase in our money order business. Argentina inflation, net of the impact
of fluctuations in the United States dollar compared to foreign currencies, resulted in an increase to revenue growth of
13% for the year ended December 31, 2024 relative to the prior year.
Operating Income
Consumer Services operating income for the year ended December 31, 2024 compared to the prior year was negatively
impacted by increased expenses associated with our retail foreign exchange services and new services we are continuing
to introduce to our customers, including media network, increased investment in information technology, and higher credit
losses.
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Capital Resources and Liquidity
Our primary source of liquidity has been cash generated from our operating activities, primarily from net income and
fluctuations in working capital. Our working capital is affected by the timing of payments for employee and agent
incentives, interest payments on our outstanding borrowings, and timing of income tax payments, among other items.
Many of our annual employee incentive compensation and agent incentive payments are made in the first quarter following
the year they were incurred. The majority of our interest payments are due in the second and fourth quarters, which results
in a decrease in the amount of cash provided by operating activities in those quarters and a corresponding increase to the
first and third quarters. The annual payments resulting from the United States tax reform legislation enacted in 2017 (the
“Tax Act”) include amounts related to the United States taxation of certain previously undistributed earnings of foreign
subsidiaries. The final payment of approximately $221 million is due in the second quarter of 2025.
Our future cash flows could be impacted by a variety of factors, some of which are out of our control. These factors
include, but are not limited to, changes in economic conditions, especially those impacting migrant populations, changes
in income tax laws or the status of income tax audits, including the resolution of outstanding tax matters, and the settlement
or resolution of legal contingencies.
Substantially all of our cash flows from operating activities have been generated from subsidiaries. Most of these cash
flows are generated from our regulated subsidiaries. Our regulated subsidiaries may transfer all excess cash to the parent
company for general corporate use, except for assets subject to legal or regulatory restrictions, including: (i) requirements
to maintain cash and other qualifying investment balances, free of any liens or other encumbrances, related to the payment
of certain of our money transfer and other payment obligations, (ii) other legal or regulatory restrictions, including statutory
or formalized minimum net worth requirements, and (iii) restrictions on transferring assets outside of the countries where
these assets are located.
We currently believe we have adequate liquidity to meet our business needs, including payments under our debt and
other obligations, through our existing cash balances, our ability to generate cash flows through operations, and our $1.56
billion revolving credit facility (“Revolving Credit Facility”), which supports our commercial paper program. Our
commercial paper program enables us to issue unsecured commercial paper notes in an amount not to exceed $1.56 billion
outstanding at any time, reduced to the extent of any borrowings outstanding on our Revolving Credit Facility. As of
December 31, 2024, we had no outstanding borrowings on our Revolving Credit Facility and no outstanding borrowings
on our commercial paper program.
To help ensure availability of our worldwide cash where needed, we utilize a variety of planning and financial
strategies, including decisions related to the amounts, timing, and manner by which cash is repatriated or otherwise made
available from our international subsidiaries. These decisions can influence our overall tax rate and impact our total
liquidity. We regularly evaluate our United States cash requirements, taking tax consequences and other factors into
consideration and also the potential uses of cash internationally to determine the appropriate level of dividend repatriations
of our foreign source income.
Cash and Investment Securities
As of December 31, 2024 and 2023, we had Cash and cash equivalents of $1,474.0 million and $1,268.6 million,
respectively.
In many cases, we receive funds from money transfers and certain other payment services before we settle the payment
of those transactions. These funds, referred to as Settlement assets on our Consolidated Balance Sheets, are not used to
support our operations. However, we earn income from investing these funds. We maintain a portion of these settlement
assets in highly liquid investments, classified as Cash and cash equivalents within Settlement assets, to fund settlement
obligations.
2024 Form 10-K
49
Investment securities, net, classified within Settlement assets on the Consolidated Balance Sheets, were $1,332.2
million and $1,458.1 million as of December 31, 2024 and 2023, respectively, and consist primarily of highly-rated state
and municipal debt securities. These investment securities are held in order to comply with state licensing requirements in
the United States and are required to have credit ratings of “A-” or better from a major credit rating agency. Refer to Part
II, Item 8, Financial Statements and Supplementary Data, Note 7, Settlement Assets and Obligations for more details
regarding investment securities.
Investment securities are exposed to market risk due to changes in interest rates and credit risk. We regularly monitor
credit risk and attempt to mitigate our exposure by investing in highly-rated securities and diversifying our investment
portfolio. Our investment securities are also actively managed with respect to concentration. As of December 31, 2024, all
investments with a single issuer and each individual security represented less than 10% of our investment securities
portfolio.
Cash Flows from Operating Activities
Cash provided by operating activities for the year ended December 31, 2024 decreased to $406.3 million from $783.1
million for the year ended December 31, 2023. For the year ended December 31, 2024 compared to the prior year, cash
provided by operating activities was negatively impacted by higher income taxes paid related to the Tax Act, as further
discussed below, as well as payments related to United States federal tax liabilities arising from the examination of our
tax returns for the 2017 and 2018 tax years, in addition to other changes in working capital balances.
Financing Resources
As of December 31, 2024, we had the following outstanding borrowings (in millions):
Commercial paper
$
—
Notes:
2.850% notes due 2025(a), (b)
500.0
1.350% notes due 2026(a)
600.0
2.750% notes due 2031(a)
300.0
6.200% notes due 2036(a)
500.0
6.200% notes due 2040(a)
250.0
Term loan facility borrowings (effective rate of 5.8%)(c)
800.0
Total borrowings at par value
2,950.0
Debt issuance costs and unamortized discount, net
(9.2)
Total borrowings at carrying value(d)
$
2,940.8
(a)
The difference between the stated interest rate and the effective interest rate is not significant.
(b)
On January 10, 2025, we repaid these notes in full. See additional information in Part II, Item 8, Financial Statements and Supplementary Data,
Note 14, Borrowings.
(c)
In December 2024, we drew upon our Term Loan Facility. See additional information in Part II, Item 8, Financial Statements and Supplementary
Data, Note 14, Borrowings.
(d)
As of December 31, 2024, our weighted-average effective rate on total borrowings was approximately 4.3%.
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50
Commercial Paper Program
Pursuant to our commercial paper program, we may issue unsecured commercial paper notes in an amount not to
exceed $1.56 billion outstanding at any time, reduced to the extent of borrowings outstanding on our Revolving Credit
Facility. Our commercial paper borrowings may have maturities of up to 397 days from date of issuance. Interest rates for
borrowings are based on market rates at the time of issuance. As of December 31, 2024, we had no commercial paper
borrowings outstanding, and as of December 31, 2023, we had $364.9 million in commercial paper borrowings
outstanding. Proceeds from our commercial paper borrowings were used for general corporate purposes and working
capital needs, including the settlement of our money transfer obligations prior to collecting receivables from agents or
others.
Revolving Credit Facility
Our Revolving Credit Facility provides for unsecured financing facilities and allows us to draw loans payable based
upon the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate, or the Sterling Overnight Index
Average. On November 30, 2024, we increased the aggregate revolving credit commitments to $1.56 billion, including a
$250.0 million letter of credit subfacility and $300.0 million swing line sublimit, and extended the maturity date to
November 30, 2029.
Interest due under the Revolving Credit Facility is payable according to the terms of that borrowing. Generally, interest
under the Revolving Credit Facility is calculated using either (i) an adjusted term SOFR, or other applicable benchmark
based on the currency of the borrowing, plus an interest rate margin determined on a sliding scale from 0.920% to 1.425%
based on our credit rating (currently 1.140%) or (ii) a base rate plus a margin determined on a sliding scale from 0.000%
to 0.425% based on our credit rating (currently 0.140%). A facility fee on the total amount of the facility is also payable
quarterly, regardless of usage, and such facility fee is determined on a sliding scale from 0.080% to 0.200% based on our
credit rating (currently 0.110%).
The purpose of our Revolving Credit Facility, which is diversified through a group of 18 participating institutions, is
to provide general liquidity and to support our commercial paper program, which we believe enhances our short-term
credit rating. The largest commitment from any single financial institution within the total committed balance of $1.56
billion is approximately 13%. As of December 31, 2024 and 2023, we had no outstanding borrowings under the facility.
If the amount available to borrow under the Revolving Credit Facility decreased, or if the Revolving Credit Facility were
eliminated, the cost and availability of borrowing under the commercial paper program may be impacted.
Term Loan Facility
On June 25, 2024, we entered into a delayed draw term loan credit agreement providing for an unsecured term loan
facility in an aggregate amount of $800.0 million (the “Term Loan Facility”). On December 13, 2024, we drew upon the
Term Loan Facility in the total amount of $800.0 million, and such borrowings mature on December 13, 2027. We have
the option to increase the commitments under the Term Loan Facility by an amount such that the commitments do not
exceed $1.0 billion in the aggregate (after giving effect to any such increases). Any such increases would be subject to
obtaining additional commitments from existing or new lenders under the Term Loan Facility. We used the proceeds from
the Term Loan Facility borrowings to repay our issued and outstanding 2.850% notes due January 2025, to reduce
commercial paper balances, and for general corporate purposes.
Notes
For a discussion regarding the terms and maturities of our notes, please refer to Part II, Item 8, Financial Statements
and Supplementary Data, Note 14, Borrowings.
Credit Ratings and Debt Covenants
The credit ratings on our debt are an important consideration in our overall business, managing our financing costs,
and facilitating access to additional capital on favorable terms. Factors that we believe are important in assessing our credit
ratings include earnings, cash flow generation, leverage, available liquidity, and the overall business.
2024 Form 10-K
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Our Revolving Credit Facility and Term Loan Facility contain interest rate margins which are determined based on
certain of our credit ratings and the Revolving Credit Facility also contains a facility fee that is based on our credit ratings.
In addition, the interest rates payable on our notes due in 2026 and 2031 can be impacted by our credit ratings. We are
also subject to certain provisions in many of our notes and certain of our derivative contracts, which could require
settlement or collateral posting in the event of a change in control combined with a downgrade below investment grade,
as further described below. We do not have any other terms within our debt agreements that are tied to changes in our
credit ratings.
The Revolving Credit Facility and Term Loan Facility contain covenants, subject to certain exceptions, that, among
other things, limit or restrict our ability to sell or transfer assets or merge or consolidate with another company, grant
certain types of security interests, incur certain types of liens, impose restrictions on subsidiary dividends, enter into sale
and leaseback transactions, incur certain subsidiary level indebtedness, or use proceeds in violation of anti-corruption or
anti-money laundering laws. Our notes are subject to similar covenants except that only the notes due in 2036 contain
covenants limiting or restricting subsidiary indebtedness, and none of our notes are subject to a covenant that limits our
ability to impose restrictions on subsidiary dividends. Both our Revolving Credit Facility and our Term Loan Facility
require us to maintain a consolidated adjusted Earnings before Interest, Taxes, Depreciation, and Amortization
(“EBITDA”) interest coverage ratio of greater than 3:1 (ratio of consolidated adjusted EBITDA, defined as net
income/(loss) plus the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization
expense, (v) any other non-cash deductions, losses, or charges made in determining net income/(loss) for such period, and
(vi) extraordinary, non-recurring, or unusual losses or charges (including costs and expenses of litigation included in
operating income), minus extraordinary, non-recurring, or unusual gains provided that the amount added back to net
income (or net loss) for such extraordinary, non-recurring, or unusual losses, expenses or charges may not exceed 10% of
adjusted EBITDA, in each case determined in accordance with United States generally accepted accounting principles for
such period, to interest expense) for each period comprising the four most recent consecutive fiscal quarters. Our
consolidated interest coverage ratio was 9:1 for the year ended December 31, 2024.
For the year ended December 31, 2024, we were in compliance with our debt covenants. A violation of our debt
covenants could impair our ability to borrow, and outstanding amounts borrowed could become due, thereby restricting
our ability to use our excess cash for other purposes.
Certain of our notes (including our notes due in 2026, 2031, and 2040) include a change of control triggering event
provision, as defined in the terms of the notes. If a change of control triggering event occurs, holders of the notes may
require us to repurchase some or all of their notes at a price equal to 101% of the principal amount of their notes, plus any
accrued and unpaid interest. A change of control triggering event will occur when there is a change of control involving
us, and, 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 certain major credit rating agencies.
Cash Priorities
Liquidity
Our objective is to maintain strong liquidity and a capital structure consistent with investment-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.
Our ability to grow the business, make investments in our business, make acquisitions, return capital to shareholders,
including through dividends and share repurchases, and service our debt and tax obligations will depend on our ability to
continue to generate excess operating cash through our operating subsidiaries and to continue to receive dividends from
those operating subsidiaries, our ability to obtain adequate financing, and our ability to identify acquisitions that align with
our long-term strategy. For additional information, please refer to Part II, Item 5, Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Capital Expenditures
The total aggregate amount paid for purchased and developed software, contract costs, and purchases of property and
equipment was $130.6 million and $147.8 million in 2024 and 2023, respectively. Capital expenditures during these
periods included investments in our information technology infrastructure. Amounts paid for new and renewed agent
contracts vary depending on the terms of existing contracts as well as the timing of new and renewed contract signings.
Share Repurchases and Dividends
During the years ended December 31, 2024 and 2023, 13.9 million and 24.3 million shares, respectively, were
repurchased for $177.3 million and $300.0 million, respectively, excluding commissions, at an average cost of $12.75 and
$12.35, respectively, under the share repurchase authorization approved by our Board of Directors which expired on
December 31, 2024. On December 13, 2024, our Board of Directors authorized $1.0 billion of common stock repurchases
with no expiration date.
Our Board of Directors declared quarterly cash dividends of $0.235 per common share in all four quarters of 2024
and 2023, representing $318.3 million and $346.1 million in total dividends, respectively. These amounts were paid to
shareholders of record in the respective quarter the dividend was declared.
On February 4, 2025, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable
on March 31, 2025.
Material Cash Requirements
Debt Service Requirements
Our 2025 and future debt service requirements will include payments on all outstanding indebtedness, including any
borrowings under our commercial paper program. On January 10, 2025, we repaid our notes due in 2025 using proceeds
from our Term Loan Facility borrowings.
As of December 31, 2024, the total projected interest payments on outstanding borrowings were $812.8 million, of
which $114.2 million is expected to be paid in the next 12 months. We have estimated our future interest payments based
on the assumption that no debt issuances or renewals will occur upon the maturity dates of our notes. However, we may
refinance all or a portion of our borrowings in future periods, and we expect to continue to borrow under our commercial
paper program for general corporate purposes and working capital needs. Estimated interest payments on floating-rate debt
are calculated by utilizing the effective rate and forward rates as of December 31, 2024 for our current and future interest
rates, respectively.
2017 United States Federal Tax Liability
The Tax Act imposed a tax on certain of our previously undistributed foreign earnings. This tax charge, combined
with our other 2017 United States taxable income and tax attributes, resulted in a 2017 United States federal tax liability
of approximately $800 million. We elected to pay this liability in periodic installments through 2025 and in the second
quarter of 2024, we made an installment payment of $159 million towards this liability. Under the terms of the law, we
are required to pay the final installment of approximately $221 million in the second quarter of 2025. These payments
have affected and will continue to adversely affect our cash flows and liquidity and may adversely affect future share
repurchases.
2024 Form 10-K
53
Operating Leases
We lease real properties for use as administrative and sales offices, in addition to transportation, office, and other
equipment. Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 11, Leases for details on our
leasing arrangements, including future maturities of our operating lease liabilities.
Purchase Obligations
A purchase obligation is an agreement to purchase goods or services that is enforceable, legally binding, and specifies
all significant terms. As of December 31, 2024, we had approximately $150 million of outstanding purchase obligations,
of which approximately $100 million is expected to be paid in the next 12 months. Many of our contracts contain clauses
that allow us to terminate the contract with notice and with a termination penalty. Termination penalties are generally an
amount less than the original obligation. Obligations under certain contracts are usage-based and are, therefore, estimated
in the above amounts. Historically, we have not had any significant defaults on our contractual obligations or incurred
significant penalties for termination of our contractual obligations.
We have no material off-balance sheet arrangements that have or are reasonably likely to have a material current or
future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Other Commercial Commitments
We had approximately $60 million in outstanding letters of credit and bank guarantees as of December 31, 2024
primarily held in connection with regulatory requirements, lease arrangements, and certain agent agreements. We expect
to renew many of our letters of credit and bank guarantees prior to expiration.
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54
Critical Accounting Policies and Estimates
Management’s discussion and analysis of results of operations and financial condition is based on our consolidated
financial statements that have been prepared in accordance with GAAP. The preparation of these consolidated financial
statements requires that management make estimates and assumptions that affect the amounts reported for revenues,
expenses, assets, liabilities, and other related disclosures. Actual results may or may not differ from these estimates. Our
significant accounting policies are discussed in Part II, Item 8, Financial Statements and Supplementary Data, Note 2,
Summary of Significant Accounting Policies.
Our critical accounting policies and estimates, described below, are very important to the portrayal of our financial
condition and our results of operations, and applying them requires our management to make difficult, subjective, and
complex judgments. We believe that the understanding of these key accounting policies and estimates is essential in
achieving more insight into our operating results and financial condition.
Income Taxes
Income taxes, as reported in our consolidated financial statements, represent the net amount of income taxes we expect
to pay to various taxing jurisdictions in connection with our operations. We provide for income taxes based on amounts
that we believe we will ultimately owe after applying the required analyses and judgments.
The determination of our worldwide provision for income taxes requires significant judgment. We routinely receive,
and may in the future receive, questions from taxing authorities on various tax-related assertions. In many of these
instances, the ultimate tax determination is uncertain, given the complexities in interpreting tax laws and applying our
facts and circumstances to these laws in many jurisdictions throughout the world.
We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical
merits of the position, that the tax position will be sustained upon examination, including the resolution of any related
appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured
as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.
We have established contingency reserves for a variety of tax exposures. Our tax reserves reflect our judgment as to
the resolution of the issues involved if subject to judicial review or other settlement. While we believe that our reserves
are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a
tax authority will be resolved at a financial cost that does not exceed our related reserve. With respect to these reserves,
our income tax expense would include: (i) any changes in tax reserves arising from material changes in facts and
circumstances (i.e., new information) surrounding a tax issue during the period and (ii) any difference from our tax position
as recorded in the consolidated financial statements and the final resolution of a tax issue during the period.
Our tax contingency reserves for our uncertain tax positions as of December 31, 2024 were $17.9 million, including
accrued interest and penalties, net of related items. While we believe that our reserves are adequate to cover reasonably
expected tax risks, in the event that the ultimate resolution of our uncertain tax positions differs from our estimates, we
may be exposed to material increases in income tax expense, which could materially impact our financial condition, results
of operations, and cash flows. Furthermore, the timing of any related cash payments for these tax liabilities is inherently
uncertain and is affected by variable factors outside our control.
Goodwill
Goodwill represents the excess of purchase price over the fair value of tangible and other intangible assets acquired
less liabilities assumed, arising from business combinations. An impairment assessment of goodwill is conducted annually
during our fourth quarter at the reporting unit level. This assessment of goodwill is performed more frequently if events
or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. Reporting units are
determined by the level at which management reviews segment operating results. That level may be the operating segment,
or it may be one level below the operating segment.
Our impairment assessment typically begins with a qualitative assessment to determine whether it is more likely than
not that the fair value of a reporting unit is less than its carrying value. The initial qualitative assessment includes
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comparing the overall financial performance of the reporting unit against the planned results. Additionally, each reporting
unit’s fair value is assessed based on current and expected events and circumstances, including macroeconomic conditions,
industry and market considerations, cost factors, and other relevant entity-specific events. Periodically, we perform a
quantitative assessment, as described below, for each of our reporting units, regardless of the results of prior qualitative
assessments.
If we determine in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less
than its carrying value, then we estimate the fair value of the reporting unit using discounted cash flows and compare the
estimated fair value to its carrying value. If the carrying value exceeds the fair value of the reporting unit, then an
impairment is recognized for the difference. Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note
2, Summary of Significant Accounting Policies, for further discussion regarding our accounting policies for goodwill and
any related impairments.
The determination of the reporting units and which reporting units to include in the qualitative assessment requires
significant judgment. Also, all of the assumptions used in the qualitative assessment require judgment. Additionally, for
the quantitative goodwill impairment test, we calculate the fair value of reporting units through discounted cash flow
analyses which require us to make estimates and assumptions including, among other items, revenue growth rates,
operating margins, and capital expenditures based on our budgets and business plans. Development of such estimates and
assumptions and the resultant fair value takes into consideration expected regulatory, marketplace, and other economic
factors as well as relevant discount rates and terminal values.
We could be required to evaluate the recoverability of goodwill if we experience disruptions to the business,
unexpected significant declines in operating results, a divestiture of a significant component of our business, or other
triggering events. In addition, as our business or the way we manage our business changes, our reporting units may also
change. If an event described above occurs and causes us to recognize a goodwill impairment charge, it would impact our
reported earnings in the period such charge occurs.
The carrying value of goodwill as of December 31, 2024 was $2,059.6 million, which represented approximately 25%
of our consolidated assets. As of December 31, 2024, goodwill of $1,983.3 million resides in our Consumer Money
Transfer reporting unit, while the remaining $76.3 million resides in Consumer Services. For the years ended December 31,
2024 and 2023, we did not record any goodwill impairments. For the Consumer Money Transfer and Consumer Services
reporting units, the fair values of the businesses significantly exceed their carrying amounts.
Other Intangible Assets
We capitalize software, certain initial payments for new and renewed agent contracts, and acquired intangible assets.
We evaluate such intangible assets for impairment on an annual basis or whenever events or changes in circumstances
indicate the carrying amount of such assets may not be recoverable. In such reviews, estimated undiscounted cash flows
associated with these assets or operations are compared with their carrying amounts to determine if a write-down to fair
value (normally measured by the present value technique) is required.
The capitalization of software costs incurred during the application development stage, as well as costs incurred to
acquire, install, and customize software for internal use, is subject to accounting policy criteria which requires management
judgment to determine the stage of development, the amount of costs eligible to be capitalized, and the related period of
benefit. For developed software, we capitalize the eligible costs (predominantly detailed design, development, and testing)
incurred during the application development stage, and all other costs are expensed as incurred. Once the software is ready
for its intended use, the capitalized costs are amortized over the software’s estimated useful life. The capitalization of
initial payments for new and renewed agent contracts is subject to strict accounting policy criteria and requires
management 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 termination of the contract.
Disruptions to contractual relationships, significant actual or expected declines in cash flows or transaction volumes
associated with contracts or software applications, or the discontinued use of a software application would cause us to
evaluate the recoverability of the asset and could result in an impairment charge. Additionally, evaluating future cash flows
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associated with each asset requires us to make estimates and assumptions, including, among other things, revenue growth
rates and operating margins based on our budgets and business plans.
The net carrying value of our other intangible assets as of December 31, 2024 was $315.4 million. During the year
ended December 31, 2024, we recorded immaterial impairments related to other intangible assets. During the year ended
December 31, 2023, we recorded impairments of approximately $9 million to other intangible assets primarily related to
software no longer in use.
Recent Accounting Pronouncements
Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 2, Summary of Significant Accounting
Policies for further discussion.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks arising from changes in 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 our services primarily through a network of agent locations in more than 200 countries and territories.
We manage foreign exchange risk through the structure of the business and an active risk management process. We
currently settle with the significant majority of our agents and disbursement partners in United States dollars, Mexican
pesos, or euros, requiring those agents and disbursement partners to obtain local currency to pay recipients, and we
generally do not rely on international currency markets to obtain and pay illiquid currencies. However, in certain
circumstances, we settle in other currencies. The foreign currency exposure that does exist is limited by the fact that the
significant majority of transactions are paid by the next day after they are initiated, and agent settlements occur within a
few days in most instances. To mitigate this risk further, we enter into short duration foreign currency forward contracts,
generally with maturities ranging from a few days to one month, to offset foreign exchange rate fluctuations between
transaction initiation and settlement. We also have exposure to certain foreign currency denominated cash and other asset
and liability positions and may utilize foreign currency forward contracts, typically with maturities of less than one year
at inception, to offset foreign exchange rate fluctuations on these positions. In certain consumer money transfer
transactions involving different send and receive currencies, we generate revenue based on the difference between the
exchange rate set by us to the consumer and a rate available in the wholesale foreign exchange market, helping to provide
protection against currency fluctuations. We attempt to promptly buy and sell foreign currencies as necessary to cover our
net payables and receivables which are denominated in foreign currencies.
We use longer-term foreign currency forward contracts to help mitigate risks associated with changes in foreign
currency exchange rates on revenues denominated in the euro, and, to a lesser degree, the Canadian dollar, the British
pound, and other currencies. We use contracts with maturities of up to 36 months at inception to mitigate some of the
impact that changes in foreign currency exchange rates could have on forecasted revenues, with a targeted weighted-
average maturity of approximately one year. We believe the use of longer-term foreign currency forward contracts provides
predictability of future cash flows from our international operations.
As of December 31, 2024, a hypothetical uniform 10% strengthening or weakening in the value of the United States
dollar relative to all other currencies in which our net income is generated would have resulted in a decrease/increase to
pre-tax annual income of approximately $18 million, based on our forecast of unhedged exposure to foreign currency at
that date. There are inherent limitations in this sensitivity analysis, primarily due to the following assumptions: (i) foreign
exchange rate movements are linear and instantaneous, (ii) fixed exchange rates between certain currency pairs are
retained, (iii) the unhedged exposure is static, and (iv) we would not hedge any additional exposure. As a result, the analysis
is unable to reflect the potential effects of more complex market changes that could arise, which may positively or
negatively affect income.
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Interest Rates
We invest in several types of interest-bearing assets, with a total value as of December 31, 2024 of approximately
$2.8 billion. Approximately $1.5 billion of these assets bear interest at floating rates. These assets primarily include cash
in banks, money market investments, and state and municipal variable-rate securities and are included in our Consolidated
Balance Sheets within Cash and cash equivalents and Settlement assets. To the extent these assets are held in connection
with money transfers and other related payment services awaiting redemption, they are classified as Settlement assets.
Earnings on these investments will increase and decrease with changes in the underlying short-term interest rates.
The remaining interest-bearing assets pay fixed interest rates and primarily consist of highly-rated state and municipal
debt securities and asset-backed securities. These investments may include investments made from cash received from our
money order services, money transfer business, and other related payment services awaiting redemption and are classified
within Settlement assets in the Consolidated Balance Sheets. As interest rates rise, the fair values of these fixed-rate
interest-bearing securities will decrease; conversely, a decrease to interest rates would result in an increase to the fair
values of the securities. We have classified these investments as available-for-sale within Settlement assets in the
Consolidated Balance Sheets, and accordingly, recorded these instruments at their fair value with the net unrealized gains
and losses, excluding credit-related losses, net of the applicable deferred income tax effect, being added to or deducted
from our Total stockholders' equity in our Consolidated Balance Sheets.
As of December 31, 2024, borrowings of $800 million under our Term Loan Facility were subject to floating interest
rates. The interest on these borrowings was calculated using a selected SOFR plus an interest rate margin of 1.35%.
Borrowings under our commercial paper program mature in such a short period that the financing is effectively floating
rate. As of December 31, 2024, there were no outstanding borrowings under our commercial paper program.
We review our overall exposure to floating and fixed rates by evaluating our net asset or liability position and the
duration of each individual position. We manage this mix of fixed versus floating exposure in an attempt to minimize risk,
reduce costs, and improve returns. Our exposure to interest rates can be modified by changing the mix of our interest-
bearing assets as well as adjusting the mix of fixed versus floating rate debt. The latter is accomplished primarily through
the use of interest rate swaps and the decision regarding terms of any new debt issuances (i.e., fixed versus floating). From
time to time, we use interest rate swaps designated as hedges to vary the percentage of fixed to floating rate debt, subject
to market conditions, although there were no such swaps outstanding as of December 31, 2024. As of December 31, 2024,
our weighted-average effective rate on total borrowings was approximately 4.3%.
A hypothetical 100 basis point increase/decrease in interest rates would result in a decrease/increase to annual pre-tax
income of approximately $8 million based on borrowings that are sensitive to interest rate fluctuations, net of the impact
of hedges, on December 31, 2024. The same 100 basis point increase/decrease in interest rates, if applied to our cash and
investment balances on December 31, 2024 that bear interest at floating rates, would result in an offsetting
increase/decrease to annual pre-tax income of approximately $15 million. There are inherent limitations in the sensitivity
analysis presented, primarily due to the assumptions that interest rate changes would be instantaneous and consistent across
all geographies in which our interest-bearing assets are held and our liabilities are payable. As a result, the analysis is
unable to reflect the potential effects of more complex market changes, including changes in credit risk regarding our
investments, which may positively or negatively affect income. In addition, the mix of fixed versus floating rate debt and
investments and the level of assets and liabilities will change over time, including the impact from commercial paper
borrowings that may be outstanding in future periods.
Credit Risk
To manage our exposures to credit risk with respect to investment securities, money market fund investments,
derivatives, and other credit risk exposures resulting from our relationships with banks and financial institutions, we
regularly review investment concentrations, trading levels, credit spreads, and credit 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, bill payment, and
money order settlement process. We perform a credit review before each agent signing and conduct periodic analyses of
agents and certain other parties we transact with directly. In addition, we are exposed to losses directly from consumer
transactions, particularly through our digital channels, where transactions are originated through means other than cash
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and are therefore subject to “chargebacks,” insufficient funds, or other collection impediments, such as fraud, which are
anticipated to increase as digital channels become a greater proportion of our money transfer business.
Our credit and non-credit losses have been less than 2% of our consolidated revenues in each of the periods presented.
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of The Western Union Company and materials we have filed or will file with the
Securities and Exchange Commission (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,” “targets,” “anticipates,” “believes,”
“estimates,” “guides,” “provides guidance,” “provides outlook,” “projects,” “designed to,” 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 of this Annual Report on Form 10-K should not rely solely on the forward-
looking statements and should consider all uncertainties and risks discussed in Part I, Item 1A, Risk Factors and throughout
this Annual Report on Form 10-K. The statements are only as of the date they are made, and the Company undertakes 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:
Events or Factors Related to Our Business and Industry
•
changes in general economic conditions and economic conditions in the regions and industries in which we
operate, including global economic downturns and trade disruptions, or significantly slower growth or declines
in the money transfer, payment service, and other markets in which we operate, including downturns or declines
related to interruptions in migration patterns or other events, such as public health emergencies, epidemics, or
pandemics, any changes arising as a result of the recent United States elections, civil unrest, war, terrorism,
natural disasters, 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 or customer experience, with global and niche or corridor money transfer providers, banks
and other money transfer and payment service providers, including digital, mobile and internet-based services,
card associations, and card-based payment providers, and with digital currencies, and related exchanges and
protocols, and other innovations in technology and business models;
•
geopolitical tensions, political conditions, and related actions, including trade restrictions, tariffs, and government
sanctions, 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, clients, or other partners;
•
deterioration in customer confidence in our business, or in money transfer and payment service providers
generally;
•
failure to maintain our agent network and business relationships under terms consistent with or more
advantageous to us than those currently in place;
•
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;
•
mergers, acquisitions, and the integration of acquired businesses and technologies into our Company, divestitures,
and the failure to realize anticipated financial benefits from these transactions, and events requiring us to write
down our goodwill;
•
decisions to change our business mix;
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•
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;
•
changes in tax laws, or their interpretation, any subsequent regulation, and unfavorable resolution of tax
contingencies;
•
any material breach of security, including 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;
•
our ability to realize the anticipated benefits from restructuring-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 attract and retain qualified key employees and to manage our workforce successfully;
•
failure to manage credit and fraud risks presented by our agents, clients, and consumers;
•
adverse rating actions by credit rating agencies;
•
our ability to protect our trademarks, patents, and other intellectual property rights, and to defend ourselves
against potential intellectual property infringement claims;
•
material changes in the market value or liquidity of securities that we hold;
•
restrictions imposed by our debt obligations;
Events or Factors Related to Our Regulatory and Litigation Environment
•
liabilities or loss of business resulting from a failure by us, our agents, or their subagents to comply with laws
and regulations and regulatory or judicial interpretations thereof, including laws and regulations designed to
protect consumers, or detect and prevent money laundering, terrorist financing, fraud, and other illicit activity;
•
increased costs or loss of business due to regulatory initiatives and changes in laws, regulations, and industry
practices and standards, including changes in interpretations, in the United States and abroad, affecting us, our
agents or their subagents, or the banks with which we or our agents maintain bank accounts needed to provide
our services, including related to anti-money laundering regulations, anti-fraud measures, our licensing
arrangements, customer due diligence, agent and subagent due diligence, registration and monitoring
requirements, consumer protection requirements, remittances, immigration, and sustainability reporting,
including climate-related reporting;
•
liabilities, increased costs, or loss of business and unanticipated developments resulting from governmental
investigations and consent agreements with, or investigations or enforcement actions by, regulators and other
government authorities;
•
liabilities resulting from litigation, including class-action lawsuits and similar matters, and regulatory
enforcement actions, including costs, expenses, settlements, and judgments;
•
failure to comply with regulations and evolving industry standards regarding consumer privacy, data use, the
transfer of personal data between jurisdictions, and information security;
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•
failure to comply with the Dodd-Frank Act, as well as regulations issued pursuant to it and the actions of the
CFPB 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;
Other Events or Factors
•
catastrophic events; and
•
management’s ability to identify and manage these and other risks.
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Item 8. Financial Statements and Supplementary Data
THE WESTERN UNION COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management’s Report on Internal Control Over Financial Reporting
63
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
64
Consolidated Statements of Income for each of the three years in the period ended December 31, 2024
67
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31,
2024
68
Consolidated Balance Sheets as of December 31, 2024 and 2023
69
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024
70
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2024
72
Notes to Consolidated Financial Statements
73
Schedule I - Condensed Financial Information of the Registrant (Parent Company Only)
115
All other financial statement schedules for The Western Union Company have been omitted since the required
information is not present or not present in amounts sufficient to require submission of the schedule, or because the
information required is included in the respective consolidated financial statements or notes thereto.
2024 Form 10-K
63
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Western Union Company’s (“Western Union”
or the “Company”) internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in
accordance with generally accepted accounting principles. Western Union’s internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures are being made only in accordance with authorizations of our management
and Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of Western Union’s internal control over financial reporting as of
December 31, 2024, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control—Integrated Framework (2013 framework). Based on the results of its evaluation,
the Company’s management concluded that as of December 31, 2024, the Company’s internal control over financial
reporting is effective. Western Union’s internal control over financial reporting as of December 31, 2024 has been audited
by Ernst & Young LLP, Western Union’s independent registered public accounting firm, as stated in their attestation report
included in this Annual Report on Form 10-K.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of The Western Union Company
Opinion on Internal Control Over Financial Reporting
We have audited The Western Union Company’s internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Western Union
Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years
in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item
15(a) and our report dated February 20, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Denver, Colorado
February 20, 2025
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of The Western Union Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Western Union Company (the Company) as
of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows and
stockholders’ equity for each of the three years in the period ended December 31, 2024 and the related notes and financial
statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 20, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or
complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Income taxes – International tax structure
Description of
the Matter
As described in Note 10 to the consolidated financial statements, the Company operates in a
multinational tax environment and is subject to taxation in various jurisdictions. The Company
earns a significant amount of its operating income in multiple foreign jurisdictions and the
Company’s organizational structure is designed to reflect strategic and operational business
imperatives that change over time. As the Company operates in a multinational tax environment
and incurs income tax obligations in a number of jurisdictions, complexities and uncertainties
can arise in the application of complex tax laws.
Auditing the application of tax legislation to the Company’s affairs is inherently complex, highly
specialized and requires judgment. These factors impact the Company’s estimation of uncertain
tax positions and income tax provisions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s interpretation of tax laws and application of interpretations in the
determination of the provision for income taxes. This included controls over the Company’s
interpretation of tax laws in jurisdictions the Company operates as well as the completeness and
accuracy of the underlying data used in the provision for income tax calculations.
We involved our tax professionals, including U.S. and select foreign tax professionals, to assist
in the evaluation of the Company’s tax obligations. We assessed the Company’s evaluation of
tax laws and tested the provision for income tax calculations, including the completeness and
accuracy of underlying data used in the calculations. We evaluated third-party tax advice
obtained by the Company. We also evaluated the adequacy of the Company’s financial statement
disclosures related to income tax matters.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
Denver, Colorado
February 20, 2025
2024 Form 10-K
67
THE WESTERN UNION COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
Year Ended December 31,
2024
2023
2022
Revenues
$
4,209.7
$
4,357.0
$
4,475.5
Expenses:
Cost of services
2,620.5
2,671.7
2,626.4
Selling, general, and administrative
863.4
867.8
964.2
Total expenses(a)
3,483.9
3,539.5
3,590.6
Operating income
725.8
817.5
884.9
Other income/(expense):
Gain on divestiture of business (Note 4)
—
18.0
248.3
Interest income
11.9
15.6
13.9
Interest expense
(119.8)
(105.3)
(101.0)
Other income/(expense), net
0.7
—
(37.5)
Total other income/(expense), net
(107.2)
(71.7)
123.7
Income before income taxes
618.6
745.8
1,008.6
Provision for/(benefit from) income taxes
(315.6)
119.8
98.0
Net income
$
934.2
$
626.0
$
910.6
Earnings per share:
Basic
$
2.75
$
1.69
$
2.35
Diluted
$
2.74
$
1.68
$
2.34
Weighted-average shares outstanding:
Basic
340.0
370.8
387.2
Diluted
341.1
371.8
388.4
(a)
As further described in Note 6, total expenses include amounts incurred with related parties of $45.5 million, $45.4 million, and $48.8 million for
the years ended December 31, 2024, 2023, and 2022, respectively.
See Notes to Consolidated Financial Statements.
202 Form 10-K
4
68
THE WESTERN UNION COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Year Ended December 31,
2024
2023
2022
Net income
$
934.2
$
626.0
$
910.6
Other comprehensive income, net of reclassifications and tax (Note
12):
Unrealized gains/(losses) on investment securities
(0.4)
36.4
(99.8)
Unrealized gains/(losses) on hedging activities
28.4
(35.8)
1.8
Foreign currency translation adjustments
(1.2)
—
(17.8)
Total other comprehensive income/(loss)
26.8
0.6
(115.8)
Comprehensive income
$
961.0
$
626.6
$
794.8
See Notes to Consolidated Financial Statements.
2024 Form 10-K
69
THE WESTERN UNION COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
December 31,
2024
2023
Assets
Cash and cash equivalents
$
1,474.0
$
1,268.6
Settlement assets
3,360.8
3,687.0
Property and equipment, net of accumulated depreciation of $454.9 and
$438.8, respectively
84.2
91.4
Goodwill
2,059.6
2,034.6
Other intangible assets, net of accumulated amortization of $599.0 and $685.9,
respectively
315.4
380.2
Deferred tax asset, net
265.0
—
Other assets (Note 9)
811.5
737.0
Total assets
$
8,370.5
$
8,198.8
Liabilities and stockholders' equity
Liabilities:
Accounts payable and accrued liabilities
$
407.9
$
453.0
Settlement obligations
3,360.8
3,687.0
Income taxes payable
272.2
659.5
Deferred tax liability, net
155.6
147.6
Borrowings
2,940.8
2,504.6
Other liabilities (Note 9)
264.3
268.1
Total liabilities
7,401.6
7,719.8
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued
—
—
Common stock, $0.01 par value; 2,000 shares authorized; 337.9 shares and
350.5 shares issued and outstanding as of December 31, 2024 and 2023,
respectively
3.4
3.5
Capital surplus
1,070.8
1,031.9
Retained earnings/(accumulated deficit)
35.2
(389.1)
Accumulated other comprehensive loss
(140.5)
(167.3)
Total stockholders' equity
968.9
479.0
Total liabilities and stockholders' equity
$
8,370.5
$
8,198.8
See Notes to Consolidated Financial Statements.
202 Form 10-K
4
70
THE WESTERN UNION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities
Net income
$
934.2
$
626.0
$
910.6
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation
37.4
39.1
42.7
Amortization
141.7
144.5
141.1
Gain on divestiture of business, excluding transaction costs
(Note 4)
—
(18.0)
(254.8)
Deferred income tax benefit (Note 10)
(248.8)
(11.0)
(26.7)
Other non-cash items, net
123.5
113.9
115.4
Increase/(decrease) in cash, excluding the effects of acquisitions
and divestitures, resulting from changes in:
Other assets
(125.7)
(36.3)
(209.2)
Accounts payable and accrued liabilities
(46.4)
(22.4)
42.6
Income taxes payable (Note 10)
(394.6)
(68.1)
(152.7)
Other liabilities
(15.0)
15.4
(27.4)
Net cash provided by operating activities
406.3
783.1
581.6
Cash flows from investing activities
Payments for capitalized contract costs
(11.8)
(36.4)
(71.9)
Payments for internal use software
(81.4)
(88.5)
(104.4)
Purchases of property and equipment
(37.4)
(22.9)
(31.9)
Purchases of settlement investments
(396.7)
(495.3)
(1,160.0)
Proceeds from the sale of settlement investments
356.0
262.0
919.3
Maturities of settlement investments
170.2
144.0
169.7
Purchases of non-settlement investments (Note 8)
—
—
(400.0)
Proceeds from the sale of non-settlement investments (Note 8)
—
100.0
300.0
Proceeds from divestiture, net of cash divested (Note 4)
—
—
887.2
Other investing activities
(15.2)
(3.7)
17.5
Net cash (used in)/provided by investing activities
(16.3)
(140.8)
525.5
Cash flows from financing activities
Cash dividends and dividend equivalents paid (Note 12)
(321.5)
(349.0)
(364.2)
Common stock repurchased (Note 12)
(186.2)
(308.4)
(369.9)
Net proceeds from/(repayments of) commercial paper
(364.9)
184.9
(95.0)
Net proceeds from issuance of borrowings
798.1
—
—
Principal payments on borrowings
—
(300.0)
(300.0)
Proceeds from exercise of options
—
0.2
9.5
Net change in settlement obligations
6.1
(122.8)
(56.4)
Other financing activities
(0.9)
(1.7)
(1.3)
Net cash used in financing activities
(69.3)
(896.8)
(1,177.3)
Net change in cash and cash equivalents, including settlement, and
restricted cash
320.7
(254.5)
(70.2)
Cash and cash equivalents, including settlement, and restricted cash at
beginning of period
1,786.2
2,040.7
2,110.9
Cash and cash equivalents, including settlement, and restricted cash at
end of period
$
2,106.9
$
1,786.2
$
2,040.7
See Notes to Consolidated Financial Statements.
2024 Form 10-K
71
THE WESTERN UNION COMPANY
SUPPLEMENTAL CASH FLOW INFORMATION
(in millions)
Year Ended December 31,
2024
2023
2022
Reconciliation of balance sheet cash and cash equivalents to cash
flows:
Cash and cash equivalents on balance sheet
$
1,474.0
$
1,268.6
$
1,285.9
Settlement cash and cash equivalents (Note 7)
631.6
496.0
708.1
Restricted cash in Other assets
1.3
21.6
41.5
Cash and cash equivalents included in Assets held for sale
—
—
5.2
Cash and cash equivalents, including settlement, and restricted cash at
end of period
$
2,106.9
$
1,786.2
$
2,040.7
Supplemental cash flow information:
Interest paid
$
114.0
$
102.4
$
97.2
Income taxes paid
$
324.9
$
197.4
$
279.8
Cash paid for lease liabilities
$
54.9
$
40.1
$
40.5
Non-cash lease liabilities arising from obtaining right-of-use assets
(Note 11)
$
60.6
$
39.1
$
12.4
Accrued and unpaid capitalized contract costs
$
—
$
—
$
32.3
See Notes to Consolidated Financial Statements.
202 Form 10-K
4
72
THE WESTERN UNION COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
Retained
Accumulated
Earnings/
Other
Total
Common Stock
Capital
(Accumulated
Comprehensive
Stockholders'
Shares
Amount
Surplus
Deficit)
Loss
Equity
Balance, December 31, 2021
393.8
$
3.9
$
941.0
$
(537.2) $
(52.1) $
355.6
Net income
—
—
—
910.6
—
910.6
Stock-based compensation
—
—
45.5
—
—
45.5
Common stock dividends and dividend
equivalents declared ($0.94 per share)
—
—
—
(363.0)
—
(363.0)
Repurchase and retirement of common
shares
(23.0)
(0.3)
—
(364.3)
—
(364.6)
Shares issued under stock-based
compensation plans
2.7
0.1
9.4
—
—
9.5
Other comprehensive loss (Note 12)
—
—
—
—
(115.8)
(115.8)
Balance, December 31, 2022
373.5
3.7
995.9
(353.9)
(167.9)
477.8
Net income
—
—
—
626.0
—
626.0
Stock-based compensation
—
—
35.9
—
—
35.9
Common stock dividends and dividend
equivalents declared ($0.94 per share)
—
—
—
(350.3)
—
(350.3)
Repurchase and retirement of common
shares
(24.9)
(0.3)
—
(310.9)
—
(311.2)
Shares issued under stock-based
compensation plans
1.9
0.1
0.1
—
—
0.2
Other comprehensive income (Note 12)
—
—
—
—
0.6
0.6
Balance, December 31, 2023
350.5
3.5
1,031.9
(389.1)
(167.3)
479.0
Net income
—
—
—
934.2
—
934.2
Stock-based compensation
—
—
38.9
—
—
38.9
Common stock dividends and dividend
equivalents declared ($0.94 per share)
—
—
—
(324.0)
—
(324.0)
Repurchase and retirement of common
shares
(14.5)
(0.1)
—
(185.9)
—
(186.0)
Shares issued under stock-based
compensation plans
1.9
—
—
—
—
—
Other comprehensive income (Note 12)
—
—
—
—
26.8
26.8
Balance, December 31, 2024
337.9
$
3.4
$ 1,070.8
$
35.2
$
(140.5) $
968.9
See Notes to Consolidated Financial Statements.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
73
1. Business and Basis of Presentation
Business
The Western Union Company (“Western Union” or the “Company”) is a leader in cross-border, cross-currency money
movement, payments, and digital financial services, empowering consumers, businesses, financial institutions, and
governments with fast, reliable, and convenient ways to send money and make payments around the world. The Western
Union brand is globally recognized. The Company’s services are available through a network of agent locations in more
than 200 countries and territories and also through websites and mobile applications marketed under the Company’s brands
(“Branded Digital”) and internet and mobile applications hosted by the Company’s third-party digital partners. Each
location in the Company’s agent network is capable of providing one or more of the Company’s services.
The Western Union business consists of the following segments:
•
Consumer Money Transfer - The Consumer Money Transfer segment facilitates money transfers, which are
primarily sent from retail agent and owned locations worldwide or through websites and mobile devices. The
Company’s money transfer service is provided through one interconnected global network. This service is
available for international cross-border transfers and, in certain countries, intra-country transfers.
•
Consumer Services - The Consumer Services segment includes the Company’s bill payment services, money
order services, retail foreign exchange services, media network, prepaid cards, lending partnerships, and digital
wallets.
See Note 16 for further information regarding the Company’s segments.
On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business, and the final
closing for this transaction occurred on July 1, 2023. See Note 4 for further information regarding this transaction.
There are legal or regulatory limitations on transferring certain assets of the Company outside of the countries where
these assets are located. However, there are generally no limitations on the use of these assets within those countries.
Additionally, the Company must meet minimum capital requirements in some countries in order to maintain operating
licenses. As of December 31, 2024, the Company’s restricted net assets associated with these asset limitations and
minimum capital requirements totaled approximately $340 million.
Various aspects of the Company’s services and businesses are subject to United States federal, state, and local
regulation, as well as regulation by foreign jurisdictions, including certain banking and other financial services regulations.
Basis of Presentation
The financial statements in this Annual Report on Form 10-K are presented on a consolidated basis and include the
accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts
have been eliminated.
Consistent with industry practice, the accompanying Consolidated Balance Sheets are unclassified due to the short-
term nature of the Company’s settlement obligations contrasted with the Company’s ability to invest cash awaiting
settlement in long-term investment securities.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
74
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these estimates.
Principles of Consolidation
The Company consolidates financial results when it has a controlling financial interest in a subsidiary via voting rights
or when it has both the power to direct the activities of an entity that most significantly impact the entity’s economic
performance and the ability to absorb losses or the right to receive benefits of the entity that could potentially be significant
to the entity. The Company utilizes the equity method of accounting when it is able to exercise significant influence over
an entity’s operations, which generally occurs when the Company has an ownership interest between 20% and 50%.
Earnings Per Share
The calculation of basic earnings per share is computed by dividing net income available to common stockholders by
the weighted-average number of shares of common stock outstanding for the period. Outstanding options to purchase
Western Union stock and unvested shares of restricted stock are excluded from basic shares outstanding. Diluted earnings
per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised
and shares of restricted stock have vested, using the treasury stock method. The treasury stock method assumes proceeds
from the exercise price of stock options and the unamortized compensation expense of options and restricted stock are
available to acquire shares at an average market price throughout the period, and therefore, reduce the dilutive effect.
Shares excluded from the diluted earnings per share calculation were 11.6 million, 9.7 million, and 8.0 million for the
years ended December 31, 2024, 2023, and 2022, respectively. The effect of these shares was anti-dilutive under the
treasury stock method, as assumed proceeds of the options and restricted stock per unit were above the Company’s average
share price during the periods.
The following table provides the calculation of diluted weighted-average shares outstanding (in millions):
Year Ended December 31,
2024
2023
2022
Basic weighted-average shares outstanding
340.0
370.8
387.2
Common stock equivalents
1.1
1.0
1.2
Diluted weighted-average shares outstanding
341.1
371.8
388.4
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
75
Fair Value Measurements
The Company determines the fair values of its assets and liabilities that are recognized or disclosed at fair value in
accordance with the hierarchy described below. The following three levels of inputs may be used to measure fair value:
•
Level 1 - Quoted prices in active markets for identical assets or liabilities.
•
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted
prices in markets that are not active, or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or liabilities. For most of these assets, the Company utilizes
pricing services that use multiple prices as inputs to determine daily market values.
•
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities. Level 3 assets and liabilities include items where the determination of fair value
requires significant management judgment or estimation. The Company holds assets classified as Level 3 that are
recognized and disclosed at fair value on a non-recurring basis related to the Company’s business combinations,
where the values of the intangible assets and goodwill acquired in a purchase are derived utilizing one of the three
recognized approaches: the market approach, the income approach, or the cost approach.
Carrying amounts for many of the Company’s financial instruments, including cash and cash equivalents, settlement
cash and cash equivalents, and settlement receivables and settlement obligations approximate fair value due to their short
maturities. Available-for-sale investment securities, as further discussed in Notes 7 and 8, and derivative financial
instruments, as further discussed in Notes 8 and 13, are carried at fair value. Fixed-rate notes are carried at their original
issuance values and adjusted over time to amortize or accrete that value to par. The fair values of fixed-rate notes are
disclosed in Note 8 and are based on market quotations.
Business Combinations
The Company accounts for all business combinations where control over another entity is obtained using the
acquisition method of accounting, which requires that most assets (both tangible and intangible), liabilities (including
contingent consideration), and remaining noncontrolling interests be recognized at fair value at the date of acquisition. The
excess of the purchase price over the fair value of assets less liabilities and noncontrolling interests is recognized as
goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or noncontrolling interests made
subsequent to the acquisition date, but within the measurement period, which is one year or less, are recorded as
adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded within Net income. Any
equity interest the Company holds in the acquired company prior to obtaining control of the entity is remeasured to fair
value at acquisition with a resulting gain or loss recognized within Other income/(expense), net for the difference between
fair value and existing book value. Results of operations of the acquired company are included in the Company’s results
from the date of the acquisition forward and include amortization expense arising from acquired intangible assets. The
Company expenses all costs as incurred related to or involved with an acquisition in Selling, general, and administrative
expenses.
Cash and Cash Equivalents
Highly liquid investments (other than those included in settlement assets) with maturities of three months or less at
the date of purchase (that are readily convertible to cash) are considered cash equivalents and are stated at cost, which
approximates fair value.
The Company maintains cash and cash equivalent balances, which may include a portion in money market funds, with
a group of globally diversified banks and financial institutions. The Company limits the concentration of its cash and cash
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
76
equivalents with any one institution and regularly reviews investment concentrations and credit worthiness of these
institutions.
Allowance for Credit Losses
For the Company’s accounting policies with respect to the allowance for credit losses, refer to Note 7.
Settlement Assets and Obligations
Settlement assets represent funds received or to be received from agents and others for unsettled money transfers,
money orders, and consumer payments. The Company records corresponding settlement obligations relating to amounts
payable under money transfers, money orders, and consumer payment service arrangements.
Settlement assets consist of cash and cash equivalents, receivables from agents and others, and investment securities.
Cash received by Western Union agents generally becomes available to the Company within one week after initial receipt
by the agent. Cash equivalents consist of short-term time deposits, commercial paper, and other highly liquid investments.
Receivables from agents represent funds collected by such agents, but in transit to the Company. Western Union has a
large and diverse agent base, thereby reducing the Company’s credit risk from any one agent. The Company performs
ongoing credit evaluations of its agents’ financial condition and credit worthiness.
Settlement obligations consist of money transfer, money order, and payment service payables, and payables to agents.
Money transfer payables represent amounts to be paid to transferees when they request their funds. Most agents typically
settle with transferees first and then obtain reimbursement from the 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. Payables to agents represent
amounts due to agents for money transfers that have been settled with transferees.
Refer to Note 7 for additional details on the Company’s settlement assets and obligations.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the lesser of
the estimated life of the related assets (generally three to seven years for equipment and furniture and fixtures) or the lease
term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as
incurred.
Property and equipment consisted of the following (in millions):
December 31,
2024
2023
Equipment
$
380.5
$
373.4
Leasehold improvements
122.7
121.6
Furniture and fixtures
35.9
35.2
Total property and equipment, gross
539.1
530.2
Less accumulated depreciation
(454.9)
(438.8)
Property and equipment, net
$
84.2
$
91.4
Amounts charged to expense for depreciation of property and equipment were $37.4 million, $39.1 million, and $42.7
million during the years ended December 31, 2024, 2023, and 2022, respectively.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
77
Goodwill
Goodwill represents the excess of purchase price over the fair value of tangible and other intangible assets acquired
less liabilities assumed, arising from business combinations. In the event a reporting unit’s carrying amount exceeds its
fair value, the Company recognizes an impairment charge for the amount by which the carrying amount of the reporting
unit exceeds its fair value. The Company’s annual impairment assessment did not identify any goodwill impairment during
the years ended December 31, 2024, 2023, and 2022.
Other Intangible Assets
Other intangible assets primarily consist of software, contract costs (amounts paid to agents in connection with
establishing and renewing long-term contracts), and acquired contracts. Other intangible assets are generally amortized on
a straight-line basis over the length of the contract or benefit period. Included in the Consolidated Statements of Income
is amortization expense of $141.7 million, $144.5 million, and $141.1 million for the years ended December 31, 2024,
2023, and 2022, respectively.
The Company purchases and develops software that is used in providing services and in performing administrative
functions. For developed software, the Company capitalizes the eligible costs (predominantly detailed design,
development, and testing) incurred during the application development stage, and all other costs are expensed as incurred.
Once the software is ready for its intended use, software development costs and purchased software are generally amortized
over a term of three to seven years.
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 contract to the lesser of the estimated future cash flows from the contract or the termination
fees the Company would receive in the event of early termination of the contract. Capitalized contract costs are generally
amortized over a term of five to ten years.
Acquired contracts include customer and contractual relationships and networks of subagents that are recognized in
connection with the Company’s acquisitions.
The following table provides the components of other intangible assets (in millions):
December 31, 2024
December 31, 2023
Net of
Net of
Initial
Accumulated
Initial
Accumulated
Cost
Amortization
Cost
Amortization
Capitalized contract costs
$
307.1
$
101.1
$
469.7
$
166.4
Internal use software
474.6
165.0
443.6
166.0
Acquired contracts
43.1
—
66.6
0.3
Acquired trademarks
30.7
7.6
30.1
8.4
Other intangibles
18.5
1.3
17.4
0.4
Projects in process
40.4
40.4
38.7
38.7
Total other intangible assets
$
914.4
$
315.4
$
1,066.1
$
380.2
The estimated future aggregate amortization expense for existing other intangible assets as of December 31, 2024 is
expected to be $121.8 million in 2025, $81.1 million in 2026, $47.7 million in 2027, $12.9 million in 2028, $5.3 million
in 2029, and $6.2 million thereafter.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
78
Other intangible assets are reviewed for impairment on an annual basis or whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable. In such reviews, estimated undiscounted cash
flows associated with these assets or operations are compared with their carrying values to determine if a write-down to
fair value (normally measured by the present value technique) is required. The Company recorded immaterial impairments
related to other intangible assets during the years ended December 31, 2024 and 2022 and approximately $9 million of
impairments related to other intangible assets during the year ended December 31, 2023.
Other Investments
Other investments consist of equity investments in privately-held companies that do not have readily determinable
fair values. For these investments, the Company has less than a 20% interest and does not have control or significant
influence. The Company has elected to measure these investments at cost less any impairment, plus or minus changes
resulting from observable price changes in orderly transactions for the identical or a similar investment in the same issuer.
These investments are reflected in Other assets in the Consolidated Balance Sheets as of December 31, 2024 and 2023.
The Company has not recorded any material annual or cumulative impairment losses or valuation adjustments based on
observable price changes.
Revenue Recognition
For the Company’s accounting policies with respect to revenue recognition, refer to Note 3.
Cost of Services
Cost of services primarily consists of agent commissions and expenses for call centers, settlement operations, and
related information technology costs. Expenses within these functions include personnel, software, equipment,
telecommunications, bank fees, credit losses, depreciation, amortization, and other expenses incurred in connection with
providing money transfer and other payment services.
Advertising Costs
Advertising costs are charged to operating expenses as incurred. Advertising costs for the years ended December 31,
2024, 2023, and 2022 were approximately 4% of revenues in each period.
Income Taxes
The Company accounts for income taxes under the liability method, which requires that deferred tax assets and
liabilities be determined based on the expected future income tax consequences of events that have been recognized in the
consolidated financial statements. Deferred tax assets and liabilities are recognized based on temporary differences
between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse. The Company routinely assesses the realizability of
its deferred tax assets. A valuation allowance must be established when, based upon available evidence, it is more likely
than not that all or a portion of the deferred tax assets will not be realized.
The Company recognizes the tax benefits from uncertain tax positions only when it is more likely than not, based on
the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of
any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position
are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.
The Company accounts for the effects of global intangible low-taxed income taxed in the United States as a component
of income tax expense in the period the tax arises.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
79
Foreign Currency Translation
The United States dollar is the functional currency for substantially all of the Company’s businesses. Revenues and
expenses are generally translated at average exchange rates prevailing during the period. Foreign currency denominated
assets and liabilities for those businesses for which the local currency is the functional currency are translated into United
States dollars based on exchange rates at the end of the year. The effects of foreign exchange gains and losses arising from
the translation of assets and liabilities of these businesses are included as a component of accumulated other comprehensive
loss (“AOCL”) in the accompanying Consolidated Balance Sheets. Foreign currency denominated monetary assets and
liabilities of businesses for which the United States dollar is the functional currency are remeasured based on exchange
rates at the end of the period, and the resulting remeasurement gains and losses are recognized in net income. Non-
monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized
or the liability was incurred.
The Company has bill payment and other businesses in Argentina for which the local currency is the functional
currency. However, as Argentina is currently classified as a highly inflationary economy, all changes in the value of the
Argentine peso on these businesses’ monetary assets and liabilities are reflected in net income.
Derivatives
The Company has used derivatives to minimize its exposures related to changes in foreign currency exchange rates
and, periodically, interest rates. The Company recognizes all derivatives in the accompanying Consolidated Balance Sheets
at their fair value. All cash flows associated with derivatives are included in Cash flows from operating activities in the
Consolidated Statements of Cash Flows. Certain of the Company’s derivative arrangements are designated as cash flow
hedges at the time of inception, and others are not designated as accounting hedges.
•
Cash flow hedges – Cash flow hedges consist of foreign currency hedging of forecasted revenues, as well as
hedges of the forecasted issuance of fixed-rate debt. Derivative fair value changes that are captured in AOCL are
reclassified to earnings in the same period the hedged item affects earnings when the instrument is effective in
offsetting the change in cash flows attributable to the risk being hedged. The Company excludes time value from
the assessment of effectiveness, and the initial value of the excluded components in the Company’s foreign
currency cash flow hedges is amortized into Revenues within the Consolidated Statements of Income.
•
Undesignated - Derivative contracts entered into to reduce the foreign exchange variability related to: (i) money
transfer settlement assets and obligations, generally with maturities from a few days up to one month, and (ii)
certain foreign currency denominated cash and other asset and liability positions, typically with maturities of less
than one year at inception, are not designated as hedges for accounting purposes, and changes in their fair value
are included in Selling, general, and administrative. The Company aggregated its Business Solutions payments
foreign currency exposures arising from customer contracts, including the derivative contracts described above,
and hedged the resulting net currency risks by entering into offsetting contracts with the Buyer's rebranded
standalone company, Convera, through the final closing of the Business Solutions divestiture on July 1, 2023.
The derivatives written were part of the broader portfolio of foreign currency positions arising from the
Company’s cross-currency payment operations, which primarily included spot exchanges of currency in addition
to forwards and options. The changes in the fair value related to these contracts were recorded in Revenues.
The fair value of the Company’s derivatives is derived from standardized models that use market-based inputs (e.g.,
forward prices for foreign currency).
The details of each designated hedging relationship must be formally documented at the inception of the arrangement,
including the risk management objective, hedging strategy, hedged item, specific risks being hedged, the derivative
instrument, and how effectiveness is being assessed. The derivative must be highly effective in offsetting the changes in
cash flows of the hedged item, and effectiveness is evaluated quarterly on a retrospective and prospective basis.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
80
Legal Contingencies
The Company is a party to certain legal and regulatory proceedings with respect to a variety of matters. The Company
records an accrual for these contingencies to the extent that a loss is both probable and reasonably estimable. If some
amount within a range of loss is determined to be a better estimate than other amounts within the range, that amount is
accrued. When no amount within a range of loss is determined to be a better estimate than any other amount, the lowest
amount in the range is accrued.
Stock-Based Compensation
The Company has a stock-based compensation plan that provides for grants of Western Union stock options, restricted
stock awards, restricted stock units, and deferred stock units to employees and non-employee directors of the Company.
All stock-based compensation to employees is required to be measured at fair value and expensed over the requisite
service period. The Company generally recognizes compensation expense on awards on a straight-line basis over the
requisite service period with an estimate for forfeitures. Refer to Note 15 for additional discussion regarding details of the
Company’s stock-based compensation plans.
Severance and Other Related Expenses
The Company records severance-related expenses once they are both probable and estimable in accordance with the
provisions of the applicable accounting guidance for severance provided under an ongoing benefit arrangement. One-time
involuntary benefit arrangements and other costs are generally recognized when the liability is incurred. The Company
also evaluates impairment issues associated with restructuring and other activities when the carrying amount of the related
assets may not be fully recoverable, in accordance with the appropriate accounting guidance.
Recently Adopted Accounting Pronouncements
In December 2024, the Company adopted a new accounting standard that requires the Company to expand reportable
segment disclosures, primarily through enhanced disclosures about significant segment expenses. The adoption of this
standard did not have an impact on the Company's financial position or results of operations. Refer to Note 16 for additional
information and the related disclosures.
Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board issued a new accounting pronouncement regarding
income tax disclosures. The standard requires that public entities disclose more consistent and detailed categories in their
statutory to effective income tax rate reconciliations and further disaggregate income taxes paid by jurisdiction. The
Company is required to adopt the new standard for its 2025 annual reporting. Management is currently evaluating the
potential impact that the adoption of this standard will have on the Company, and is in the process of preparing to comply
with the new disclosure requirements.
In November 2024, the Financial Accounting Standards Board issued a new accounting pronouncement regarding the
disclosure of specified information about certain costs and expenses. The standard requires that public entities disclose
certain detailed information about the types of expenses included in the expense captions presented within the Consolidated
Statements of Income, provide qualitative descriptions for expenses not separately disaggregated quantitatively, and
disclose an entity's definition and total amount of selling expenses. The Company is required to adopt the new standard
for its 2027 annual reporting and interim periods thereafter, using either a prospective or retrospective approach.
Management is currently evaluating the potential impact that the adoption of this standard will have on the Company's
disclosures.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
81
3. Revenue
The Company’s revenues are primarily derived from consideration paid by customers to transfer money. These
revenues vary by transaction based upon factors such as channel, send and receive locations, the send and receive funding
method, the principal amount sent, and, when the money transfer involves different send and receive currencies, the
difference between the exchange rate set by the Company to the customer and a rate available in the wholesale foreign
exchange market. The Company also offers other services, including bill payment services, for which revenue is impacted
by similar factors. For the substantial majority of the Company’s revenues, the Company acts as the principal in
transactions and reports revenue on a gross basis, as the Company controls the service at all times prior to transfer to the
customer, is primarily responsible for fulfilling the customer contracts, has the risk of loss, and has the ability to establish
transaction prices. The Company also provides services to financial institutions and other third parties to enable such
entities to offer money transfer services to their own customers under their brands. Generally, in these arrangements,
consumers agree to terms and conditions specified by the financial institution or other third party that, among other things,
establish pricing paid by the consumer for the service. The Company recognizes revenue on a net basis under these
arrangements. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to
governmental authorities.
The Company recognized $4,027.1 million, $4,158.0 million, and $4,254.0 million in revenues from contracts with
customers for the years ended December 31, 2024, 2023, and 2022, respectively. There were no material upfront costs
incurred to obtain contracts with customers during these same periods. Under the Company’s loyalty programs, which
were primarily offered in its money transfer services, the Company must fulfill loyalty program rewards earned by
customers. The loyalty program redemption activity has been and continues to be insignificant to the Company’s results
of operations for the years ended December 31, 2024, 2023, and 2022, and the Company has immaterial contract liability
balances as of December 31, 2024 and 2023, which primarily related to its customer loyalty programs and other services.
Contract asset balances related to customers were also immaterial as of December 31, 2024 and 2023, as the Company
typically receives payment of consideration from its customers prior to satisfying performance obligations under the
customer contracts. In addition to revenue generated from contracts with customers, the Company recognizes revenue
from other sources, including investment income generated on settlement assets primarily related to money transfer and
money order services and impacts from the Company’s foreign currency cash flow hedges.
The Company analyzes its different services individually to determine the appropriate basis for revenue recognition,
as further described below. Revenues from consumer money transfers are included in the Company’s Consumer Money
Transfer segment and revenues from consumer bill payment and other services are included in the Company’s Consumer
Services segment. Revenues from business-to-business foreign exchange and payment services were included in the
Company’s Business Solutions segment. See Note 16 for further information on the Company’s segments.
Consumer Money Transfers
For the Company’s money transfer services, customers agree to the Company’s terms and conditions at the time of
initiating a transaction. In a money transfer, the Company has one performance obligation as the customer engages the
Company to perform one integrated service which typically occurs within minutes — collect the customer’s money and
make funds available for payment to a designated person in the currency requested. Therefore, the Company recognizes
revenue upon completion of the following: (i) the customer’s acknowledgment of the Company’s terms and conditions
and payment information has been received by the Company, (ii) the Company has agreed to process the money transfer,
and (iii) the Company has completed the processing of the money transfer, so that funds are available to be picked up in
cash at a retail location or have been delivered to the account of the customer’s designated receiving party. The transaction
price is comprised of a transaction fee and the difference between the exchange rate set by the Company to the customer
and a rate available in the wholesale foreign exchange market, as applicable, both of which are readily determinable at the
time the transaction is initiated.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
82
Consumer Services
The Company offers bill payment and other services that vary by contractual features, including the types and amounts
of fixed charges and with respect to how fees are billed and collected. The identification of the contract with the customer
for revenue recognition purposes is consistent with these features for each of the Company’s bill payment and other
services. As with consumer money transfers, customers engage the Company to perform one integrated service — collect
money from the consumer and process the transaction, thereby providing billers with real-time or near real-time
information regarding consumer payments and simplifying the billers’ collection efforts.
Foreign Exchange and Payment Services
The Company’s business-to-business foreign exchange and payment services ceased after the divestiture of its
Business Solutions business. For the Company’s business-to-business foreign exchange and payment services, customers
agreed to terms and conditions for all transactions, either at the time of initiating a transaction or signing a contract with
the Company to provide payment services on the customer’s behalf. In the majority of the Company’s business-to-business
foreign exchange and payment services, the Company made payments to the recipient to satisfy its performance obligation
to the customer, and therefore, the Company recognized revenue on business-to-business foreign exchange and payment
services when this performance obligation had been fulfilled. Revenues from business-to-business foreign exchange and
payment services were primarily comprised of the difference between the exchange rate set by the Company to the
customer and a rate available in the wholesale foreign exchange market.
The substantial majority of the Company’s revenue is recognized at a point in time. The following tables represent
the disaggregation of revenue earned from contracts with customers by product type and region for the years ended
December 31, 2024, 2023, and 2022 (in millions). The regional split of revenue shown in the tables below is based upon
where transactions are initiated.
Year Ended December 31, 2024
Consumer
Money
Consumer
Transfers
Services
Total
Regions:
North America
$
1,451.7
$
156.8
$
1,608.5
Europe and CIS
943.3
50.3
993.6
Middle East, Africa, and South Asia
664.9
0.4
665.3
Latin America and the Caribbean
423.9
133.8
557.7
Asia Pacific
202.0
—
202.0
Revenues from contracts with customers
$
3,685.8
$
341.3
$
4,027.1
Other revenues(a)
112.2
70.4
182.6
Total revenues
$
3,798.0
$
411.7
$
4,209.7
Year Ended December 31, 2023
Foreign
Consumer
Exchange
Money
and Payment
Consumer
Transfers
Services(b)
Services
Total
Regions:
North America
$
1,469.7
$
—
$
138.3
$
1,608.0
Europe and CIS
953.5
13.0
16.8
983.3
Middle East, Africa, and South Asia
829.4
—
0.4
829.8
Latin America and the Caribbean
419.2
—
102.6
521.8
Asia Pacific
215.1
—
—
215.1
Revenues from contracts with customers
$
3,886.9
$
13.0
$
258.1
$
4,158.0
Other revenues(a)
118.1
16.7
64.2
199.0
Total revenues
$
4,005.0
$
29.7
$
322.3
$
4,357.0
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
83
Year Ended December 31, 2022
Foreign
Consumer
Exchange
Money
and Payment
Consumer
Transfers
Services(b)
Services
Total
Regions:
North America
$
1,553.2
$
17.9
$
129.5
$
1,700.6
Europe and Russia/CIS
1,056.0
102.3
21.1
1,179.4
Middle East, Africa, and South Asia
630.5
0.4
0.4
631.3
Latin America and the Caribbean
388.0
0.5
108.2
496.7
Asia Pacific
233.0
12.5
0.5
246.0
Revenues from contracts with customers
$
3,860.7
$
133.6
$
259.7
$
4,254.0
Other revenues(a)
132.8
63.3
25.4
221.5
Total revenues
$
3,993.5
$
196.9
$
285.1
$
4,475.5
(a)
Includes revenue from investment income generated on settlement assets primarily related to money transfer and money order services, impacts
from the Company’s foreign currency cash flow hedges, and other sources.
(b)
On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business to Goldfinch Partners LLC and The Baupost
Group LLC. The first closing occurred on March 1, 2022, the second occurred on December 31, 2022, and the final closing occurred on July 1,
2023. See Note 4 for further information regarding this transaction.
4. Divestitures and Goodwill
Business Solutions Divestiture
On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business to Goldfinch
Partners LLC and The Baupost Group LLC (collectively, “the Buyer”) for cash consideration of $910.0 million. The sale
was completed in three closings, with the entire cash consideration collected at the first closing and allocated to the closings
on a relative fair value basis. The first closing occurred on March 1, 2022, excluded the operations in the European Union
and the United Kingdom, and resulted in a gain of $151.4 million. In connection with the first closing, the Company
reclassified $17.8 million of currency translation gains previously included within AOCL as a component of Gain on
divestiture of business in the Consolidated Statements of Income. The second closing, which occurred on December 31,
2022 and included the United Kingdom operations, resulted in a gain of $96.9 million. The final closing occurred on July
1, 2023, included the European Union operations, and resulted in a gain of $18.0 million. During the period between the
first and final closings, the Company was required to pay the Buyer a measure of profit of the European Union and United
Kingdom operations, while owned by the Company, adjusted for the occupancy charges for employees of the Buyer using
Company facilities and other items, as contractually agreed, which was $2.7 million and $32.0 million for the years ended
December 31, 2023 and 2022, respectively, and was included in Other income/(expense), net in the Consolidated
Statements of Income. The related income tax expense on this income was also passed to the Buyer.
Business Solutions revenues included in the Consolidated Statements of Income were $29.7 million and $196.9
million, and direct operating expenses, excluding corporate allocations, were $26.1 million and $140.3 million for the
years ended December 31, 2023 and 2022, respectively. Divestiture costs directly associated with this transaction were
$1.1 million and $5.2 million for the years ended December 31, 2023 and 2022, respectively.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
84
Goodwill
The following tables present changes to goodwill for the years ended December 31, 2024 and 2023 and the
accumulated impairment losses as of December 31, 2024, 2023, and 2022 (in millions):
Consumer
Money
Transfer
Business
Solutions(a)
Consumer
Services
Total
January 1, 2023 goodwill, net
$
1,980.7
$
61.4
$
53.9
$
2,096.0
Divestiture(a)
—
(61.4)
—
(61.4)
December 31, 2023 goodwill, net
$
1,980.7
$
—
$
53.9
$
2,034.6
Additions
2.6
—
22.4
25.0
December 31, 2024 goodwill, net
$
1,983.3
$
—
$
76.3
$
2,059.6
(a)
Related to the Business Solutions divestiture, as described above.
As of December 31,
2024
2023
2022
Goodwill, gross
$
2,059.6
$
2,034.6
$
2,125.6
Accumulated impairment losses(a)
—
—
(29.6)
Goodwill, net
$
2,059.6
$
2,034.6
$
2,096.0
(a)
All of the Company’s accumulated impairment losses related to the Business Solutions business.
The Company did not record any goodwill impairments during the years ended December 31, 2024, 2023, and 2022.
5. Commitments and Contingencies
Letters of Credit and Bank Guarantees
The Company had approximately $60 million in outstanding letters of credit and bank guarantees as of December 31,
2024, which were primarily held in connection with regulatory requirements, lease arrangements, and certain agent
agreements. The Company expects to renew many of its letters of credit and bank guarantees prior to expiration.
Litigation and Related Contingencies
The Company is subject to certain claims and litigation that could result in losses, including damages, fines, and/or
civil penalties, which could be significant, and in some cases, criminal charges. The Company regularly evaluates the
status of legal matters to assess whether a loss is probable and reasonably estimable in determining whether an accrual is
appropriate. Furthermore, in determining whether disclosure is appropriate, the Company evaluates each legal matter to
assess if there is at least a reasonable possibility that a material loss or additional material losses may have been incurred.
The Company also evaluates whether an estimate of possible loss or range of loss can be made. Unless otherwise specified
below, the Company believes that there is at least a reasonable possibility that a loss or additional loss may have been
incurred for each of the matters described below.
For those matters that the Company believes there is at least a reasonable possibility that a loss or additional loss may
have been incurred and can reasonably estimate the loss or potential loss, the reasonably possible potential litigation losses
in excess of the Company’s recorded liability for probable and estimable losses was approximately $30 million as of
December 31, 2024. For the remaining matters, management is unable to provide a meaningful estimate of the possible
loss or range of loss because, among other reasons: (i) the proceedings are in preliminary stages; (ii) specific damages
have not been sought; (iii) damage claims are unsupported and/or unreasonable; (iv) there is uncertainty as to the outcome
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
85
of pending appeals or motions; (v) there are significant factual issues to be resolved; or (vi) novel legal issues or unsettled
legal theories are being asserted.
The outcomes of legal actions are unpredictable and subject to significant uncertainties, and it is inherently difficult
to determine whether any loss is probable or even possible. It is also inherently difficult to estimate the amount of any
loss, and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Accordingly,
actual losses may be in excess of the established liability or the range of reasonably possible loss.
Legal Matters
In October 2015, Consumidores Financieros Asociación Civil para su Defensa, an Argentinian consumer association,
filed a purported class action lawsuit in Argentina’s National Commercial Court No. 19 against the Company’s subsidiary
Western Union Financial Services Argentina S.R.L. (“WUFSA”). The lawsuit alleges, among other things, that WUFSA’s
fees for money transfers sent from Argentina are excessive and that WUFSA does not provide consumers with adequate
information about foreign exchange rates. The plaintiff is seeking, among other things, an order requiring WUFSA to
reimburse consumers for the fees they paid and the foreign exchange revenue associated with money transfers sent from
Argentina, plus punitive damages. The complaint does not specify a monetary value of the claim or a time period. In
November 2015, the Court declared the complaint formally admissible as a class action. The notice of claim was served
on WUFSA in May 2016, and in June 2016 WUFSA filed a response to the claim and moved to dismiss it on statute of
limitations and standing grounds. In April 2017, the Court deferred ruling on the motion until later in the proceedings. The
process for notifying potential class members has been completed, and the case is in the evidentiary stage. Due to the stage
of this matter, the Company is unable to predict the outcome or the possible loss or range of loss, if any, associated with
this matter. WUFSA intends to defend itself vigorously.
In December 2022, a purported class action complaint was filed against several money transfer business defendants,
including the Company, in the United States District Court for the Northern District of California, alleging that these
defendants violated the federal Right to Financial Privacy Act and California’s Financial Information Privacy Act. The
United States Department of Homeland Security and Immigration and Customs Enforcement were also named as
defendants. The original complaint alleged that the defendants violated the plaintiffs’ financial privacy rights by sharing
private financial information with law enforcement agencies through a program coordinated by the Transaction Record
Analysis Center. On January 24, 2023, an amended complaint was filed naming the Company's subsidiary Western Union
Financial Services, Inc. (“WUFSI”) as a defendant in place of the Company. The court granted in part and denied in part
WUFSI’s motion to dismiss the amended complaint on March 21, 2024. On May 9, 2024, the plaintiffs filed a second
amended complaint that re-alleged the state law cause of action against WUFSI, but did not re-allege the federal cause of
action against WUFSI. On September 30, 2024, the court granted WUFSI’s motion to dismiss the second amended
complaint, which the plaintiffs did not appeal.
In February 2024, another purported class action complaint was filed in the United States District Court for the Central
District of California against the Company (doing business as WUFSI) and other defendants on behalf of California
residents whose information was sent to the Transaction Record Analysis Center. On April 12, 2024, an amended
complaint was filed naming WUFSI as a defendant in place of the Company. On December 20, 2024, the court entered an
order enforcing the arbitration clause in WUFSI's terms and conditions and staying proceedings under Section 3 of the
Federal Arbitration Act.
In late 2017, three individuals filed a lawsuit against certain alleged Western Union entities (collectively, the
“Defendants”) in the Commercial Court in Kinshasa-Gombe in the Democratic Republic of the Congo (“DRC”), which
was later joined by three additional individuals. These six individuals (the “Plaintiffs”), including current and/or former
DRC government officials, claim that their privacy rights were violated and sought €22.4 million in damages. In 2018, the
Commercial Court in Kinshasa-Gombe entered a judgment against the Defendants in the amount of €10.5 million ($10.9
million as of December 31, 2024). In 2019, the Commercial Court in Kinshasa-Gombe entered a judgment against the
Company in the amount of €9 million ($9.4 million as of December 31, 2024). The business in the DRC is operated through
independent agents. The Plaintiffs have previously sought and may continue to attempt to seize funds from the Company’s
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
86
independent agents in the DRC to satisfy the judgments. The Defendants have learned that certain challenges to the
judgments have been denied. The Defendants and the Company intend to continue to challenge both judgments and defend
themselves vigorously in these matters.
In addition to the principal matters described above, the Company is a party to a variety of other legal matters that
arise in the normal course of the Company’s business. While the results of these other legal matters cannot be predicted
with certainty, management believes that the final outcome of these matters will not have a material adverse effect either
individually or in the aggregate on the Company’s financial condition, results of operations, or cash flows.
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 provided on the Company’s behalf.
Commission expense recognized for these agents for the years ended December 31, 2024, 2023, and 2022 totaled
$45.5 million, $45.4 million, and $48.8 million, respectively.
7. Settlement Assets and Obligations
Settlement assets represent funds received or to be received from agents and others for unsettled money transfers,
money orders, and consumer payments. The Company records corresponding settlement obligations relating to amounts
payable under money transfers, money orders, and consumer payment service arrangements.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
87
Settlement assets and obligations consisted of the following (in millions):
December 31, 2024
Settlement assets:
Cash and cash equivalents
$
631.6
Receivables from agents and others
1,421.7
Less: Allowance for credit losses
(24.7)
Receivables from agents and others, net
1,397.0
Investment securities
1,332.3
Less: Allowance for credit losses
(0.1)
Investment securities, net
1,332.2
Total settlement assets
$
3,360.8
Settlement obligations:
Money transfer, money order, and payment service payables
$
2,655.5
Payables to agents
705.3
Total settlement obligations
$
3,360.8
December 31, 2023
Settlement assets:
Cash and cash equivalents
$
496.0
Receivables from agents and others
1,748.3
Less: Allowance for credit losses
(15.4)
Receivables from agents and others, net
1,732.9
Investment securities
1,458.2
Less: Allowance for credit losses
(0.1)
Investment securities, net
1,458.1
Total settlement assets
$
3,687.0
Settlement obligations:
Money transfer, money order, and payment service payables
$
2,764.5
Payables to agents
922.5
Total settlement obligations
$
3,687.0
Allowance for Credit Losses
Receivables from agents and others primarily represent funds collected by such agents, but in transit to the Company.
Cash received by Western Union agents generally becomes available to the Company within one week after initial receipt
by the agent. Western Union has a large and diverse agent base, thereby reducing the credit risk of the Company from any
one agent. The Company performs ongoing credit evaluations of its agents’ financial condition and credit worthiness.
The Company establishes and monitors an allowance for credit losses related to receivables from agents and others.
The Company has estimated the allowance based on its historical collections experience, adjusted for current conditions
and forecasts of future economic conditions based on information known as of December 31, 2024.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
88
The following tables summarize the activity in the allowance for credit losses on receivables from agents and others,
and Business Solutions customers (in millions):
Agents and
Others
Allowance for credit losses as of January 1, 2024
$
15.4
Current period provision for expected credit losses(a)
25.6
Write-offs charged against the allowance
(29.9)
Recoveries of amounts previously written off
14.7
Impacts of foreign currency exchange rates and other
(1.1)
Allowance for credit losses as of December 31, 2024
$
24.7
Agents and
Business Solutions
Others
Customers
Allowance for credit losses as of January 1, 2023
$
11.4
$
1.6
Current period provision for expected credit losses(a)
19.4
1.4
Write-offs charged against the allowance
(27.3)
(3.1)
Recoveries of amounts previously written off
13.9
—
Impacts of foreign currency exchange rates, divestitures, and other
(2.0)
0.1
Allowance for credit losses as of December 31, 2023
$
15.4
$
—
Agents and
Business Solutions
Others
Customers
Allowance for credit losses as of January 1, 2022
$
18.0
$
5.7
Current period provision for expected credit losses(a)
14.1
3.8
Write-offs charged against the allowance
(20.9)
(1.5)
Recoveries of amounts previously written off
4.7
—
Impacts of foreign currency exchange rates, divestitures, and other
(4.5)
(6.4)
Allowance for credit losses as of December 31, 2022
$
11.4
$
1.6
(a)
Provision does not include losses from chargebacks or fraud associated with transactions initiated through the Company’s digital channels, as these
losses are not credit-related.
In addition, from time to time, the Company has made advances to its agents and disbursement partners. The Company
often owes settlement funds payable to these agents that offset these advances. These amounts advanced to agents and
disbursement partners are included within Other assets in the accompanying Consolidated Balance Sheets. As of
December 31, 2024 and 2023, amounts advanced to agents and disbursement partners were $209.1 million and $188.5
million, respectively, and the related allowances for credit losses were immaterial.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
89
Investment Securities
Investment securities included in Settlement assets in the Company’s Consolidated Balance Sheets consist primarily
of highly-rated state and municipal debt securities, including fixed-rate term notes and variable-rate demand notes.
Variable-rate demand note securities can be put (sold at par) typically on a daily basis with settlement periods ranging
from the same day to one week but have varying maturities through 2045. These securities may be used by the Company
for short-term liquidity needs and held for short periods of time. Investment securities are exposed to market risk due to
changes in interest rates and credit risk. The Company is required to hold highly-rated, investment grade securities, and
such investments are restricted to satisfy outstanding settlement obligations in accordance with applicable regulatory
requirements.
The Company’s investment securities are classified as available-for-sale and recorded at fair value. Western Union
regularly monitors credit risk and attempts to mitigate its exposure by investing in highly-rated securities and through
investment diversification.
Unrealized gains on available-for-sale securities are excluded from earnings and presented as a component of
accumulated other comprehensive loss, net of related deferred taxes. Available-for-sale securities with a fair value below
the amortized cost basis are evaluated on an individual basis to determine whether the impairment is due to credit-related
factors or noncredit-related factors. Factors that could indicate a credit loss exists include but are not limited to: (i) negative
earnings performance, (ii) credit rating downgrades, or (iii) adverse changes in the regulatory or economic environment
of the asset. Any impairment that is not credit-related is excluded from earnings and presented as a component of
accumulated other comprehensive loss, net of related deferred taxes, unless the Company intends to sell the impaired
security or it is more likely than not that the Company will be required to sell the security before recovering its amortized
cost basis. Credit-related impairments are recognized immediately as an adjustment to earnings, regardless of whether the
Company has the ability or intent to hold the security to maturity and are limited to the difference between fair value and
the amortized cost basis.
The components of investment securities are as follows (in millions):
Gross
Gross
Net
Amortized
Fair
Unrealized
Unrealized
Unrealized
December 31, 2024
Cost
Value
Gains
Losses
Gains/(Losses)
Settlement assets:
Cash and cash equivalents:
Money market funds
$
32.6
$
32.6
$
—
$
—
$
—
Available-for-sale securities:
State and municipal debt securities(a)
1,068.1
1,027.6
2.7
(43.2)
(40.5)
Asset-backed securities
208.6
211.2
2.6
—
2.6
Corporate debt securities
87.5
85.0
0.8
(3.3)
(2.5)
State and municipal variable-rate demand
notes
1.4
1.4
—
—
—
United States government agency
mortgage-backed securities
7.3
7.1
—
(0.2)
(0.2)
Total available-for-sale securities
1,372.9
1,332.3
6.1
(46.7)
(40.6)
Total investment securities
$
1,405.5
$
1,364.9
$
6.1
$
(46.7) $
(40.6)
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
90
Gross
Gross
Net
Amortized
Fair
Unrealized
Unrealized
Unrealized
December 31, 2023
Cost
Value
Gains
Losses
Gains/(Losses)
Settlement assets:
Cash and cash equivalents:
Money market funds
$
11.8
$
11.8
$
—
$
—
$
—
Available-for-sale securities:
State and municipal debt securities(a)
1,049.3
1,011.4
8.7
(46.6)
(37.9)
Asset-backed securities
194.5
195.7
1.2
—
1.2
Corporate debt securities
155.2
152.2
1.5
(4.5)
(3.0)
State and municipal variable-rate demand
notes
86.8
86.8
—
—
—
United States government agency
mortgage-backed securities
12.6
12.1
—
(0.5)
(0.5)
Total available-for-sale securities
1,498.4
1,458.2
11.4
(51.6)
(40.2)
Total investment securities
$
1,510.2
$
1,470.0
$
11.4
$
(51.6) $
(40.2)
(a)
The majority of these securities are fixed-rate instruments.
The following summarizes investment securities that were in an unrealized loss position as of December 31, 2024, by
the length of time the securities were in a continuous loss position (in millions):
Less Than One Year
Number of
Securities
Fair Value
Unrealized Losses
State and municipal debt securities
183
$
369.7
$
(7.8)
Corporate debt securities
2
8.0
(0.2)
One Year or Greater
Number of
Securities
Fair Value
Unrealized Losses
State and municipal debt securities
224
$
487.1
$
(35.4)
Corporate debt securities
10
39.3
(3.1)
United States government agency mortgage-backed securities
8
5.9
(0.2)
The Company’s provision for credit losses on its investment securities for the years ended December 31, 2024, 2023,
and 2022 and the related allowance for credit losses as of December 31, 2024 and 2023 were immaterial, as the unrealized
losses were driven by a rise in U.S. Treasury interest rates since those investment securities were purchased. As of
December 31, 2024, the Company did not intend to sell its securities in an unrealized loss position and did not expect it
would be required to sell these securities prior to recovering their amortized cost basis.
The following summarizes the contractual maturities of available-for-sale securities within Settlement assets as of
December 31, 2024 (in millions):
Fair Value
Due within 1 year
$
83.7
Due after 1 year through 5 years
555.6
Due after 5 years through 10 years
428.0
Due after 10 years
265.0
Total
$
1,332.3
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
91
Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay the
obligations, or the Company may have the right to put the obligation prior to its contractual maturity, as with variable-rate
demand notes. Variable-rate demand notes, having a fair value of $1.4 million are included in the “Due after 10 years”
category in the table above.
8. Fair Value Measurements
Fair value, as defined by the 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. Refer to Note 2 for additional information
on how the Company measures fair value.
The following tables present the Company’s assets and liabilities which are measured at fair value on a recurring
basis, by balance sheet category (in millions):
Fair Value Measurement Using
Total
December 31, 2024
Level 1
Level 2
Fair Value
Assets:
Settlement assets:
Measured at fair value through net income:
Money market funds
$
32.6
$
—
$
32.6
Measured at fair value through other comprehensive income (net
of expected credit losses recorded through net income):
State and municipal debt securities
—
1,027.6
1,027.6
Asset-backed securities
—
211.2
211.2
Corporate debt securities
—
85.0
85.0
State and municipal variable-rate demand notes
—
1.4
1.4
United States government agency mortgage-backed securities
—
7.1
7.1
Other assets:
Derivatives
—
29.5
29.5
Total assets
$
32.6
$
1,361.8
$
1,394.4
Liabilities:
Other liabilities:
Derivatives
$
—
$
3.6
$
3.6
Total liabilities
$
—
$
3.6
$
3.6
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
92
Fair Value Measurement Using
Total
December 31, 2023
Level 1
Level 2
Fair Value
Assets:
Settlement assets:
Measured at fair value through net income:
Money market funds
$
11.8
$
—
$
11.8
Measured at fair value through other comprehensive income (net
of expected credit losses recorded through net income):
State and municipal debt securities
—
1,011.4
1,011.4
Asset-backed securities
—
195.7
195.7
Corporate debt securities
—
152.2
152.2
State and municipal variable-rate demand notes
—
86.8
86.8
United States government agency mortgage-backed securities
—
12.1
12.1
Other assets:
Derivatives
—
10.8
10.8
Total assets
$
11.8
$
1,469.0
$
1,480.8
Liabilities:
Other liabilities:
Derivatives
$
—
$
17.4
$
17.4
Total liabilities
$
—
$
17.4
$
17.4
For the year ended December 31, 2024, non-recurring fair value adjustments were approximately $13 million for
impairments related to the Company’s assets in Russia. For the year ended December 31, 2023, non-recurring fair value
adjustments were approximately $12 million for impairments primarily related to software no longer in use and property
and equipment. For the year ended December 31, 2022, non-recurring fair value adjustments were approximately
$15 million of operating lease right-of-use (“ROU”) asset, property and equipment, and other intangible asset impairments
associated with the Company’s suspension of its operations in Russia and Belarus, the first closing of its Business Solutions
divestiture, and its operating expense redeployment initiatives. There were no transfers between Level 1 and Level 2
measurements during the years ended December 31, 2024 and 2023.
Other Fair Value Measurements
The carrying amounts for many of the Company’s financial instruments, including certain cash and cash equivalents,
settlement cash and cash equivalents, and settlement receivables and obligations approximate fair value due to their short
maturities. The Company’s borrowings are classified as Level 2 within the valuation hierarchy, and the aggregate fair
value of these borrowings was based on quotes from multiple banks. Fixed-rate notes are carried in the Company’s
Consolidated Balance Sheets at their original issuance values as adjusted over time to amortize or accrete that value to par.
As of December 31, 2024, the carrying value and fair value of the Company’s borrowings were $2,940.8 million and
$2,876.7 million, respectively (see Note 14). As of December 31, 2023, the carrying value and fair value of the Company’s
borrowings were $2,504.6 million and $2,419.0 million, respectively.
In 2022, the Company entered into reverse repurchase agreements, a form of secured lending, with broker-dealer
affiliates of large U.S. banks, using a portion of the proceeds from the sale of the Company’s Business Solutions business.
These agreements required the counterparties to pledge marketable securities with a value greater than the amount of cash
transferred as collateral, which was held and valued by a third-party custodial bank. These investments generated interest
income through the date of repurchase, at which point the purchase price together with the interest due was paid back to
the Company. The Company had fully redeemed these investments as of December 31, 2023.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
93
9. Other Assets and Other Liabilities
The following table summarizes the components of Other assets and Other liabilities (in millions):
December 31,
2024
2023
Other assets:
Amounts advanced to agents and disbursement partners
$
209.1
$
188.5
Other investments(a)
169.2
169.2
ROU assets
161.1
126.6
Prepaid expenses
98.5
91.9
Equity method investments
43.7
41.2
Derivatives
29.5
10.8
Other
100.4
108.8
Total other assets
$
811.5
$
737.0
Other liabilities:
Operating lease liabilities
$
191.2
$
162.3
Agent deposits
46.7
46.9
Derivatives
3.6
17.4
Other
22.8
41.5
Total other liabilities
$
264.3
$
268.1
(a)
Represents equity investments without readily determinable fair values recorded at cost less any impairment, plus or minus changes resulting from
observable price changes in orderly transactions for the identical or a similar investment in the same issuer.
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,
2024
2023
2022
Domestic
$
(75.7)
$
(40.0)
$
46.8
Foreign
694.3
785.8
961.8
Total pre-tax income
$
618.6
$
745.8
$
1,008.6
For the years ended December 31, 2024, 2023, and 2022, 112%, 105%, and 95% of the Company’s pre-tax income
was derived from foreign sources, respectively.
The provision for/(benefit from) income taxes was as follows (in millions):
Year Ended December 31,
2024
2023
2022
Federal
$
(100.3)
$
18.5
$
(34.0)
State and local
(4.7)
2.0
(8.0)
Foreign
(210.6)
99.3
140.0
Total provision for/(benefit from) income taxes
$
(315.6)
$
119.8
$
98.0
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
94
The Company’s effective tax rates differed from statutory rates as follows:
Year Ended December 31,
2024
2023
2022
Federal statutory rate
21.0%
21.0%
21.0%
State income taxes, net of federal income tax benefits
(0.1)%
0.3%
(0.1)%
Foreign rate differential, net of United States tax paid on foreign
earnings (6.9%, 3.0%, and 4.6%, respectively)
(7.2)%
(8.5)%
(8.3)%
Divestitures
—%
0.5%
5.6%
Lapse of statute of limitations
(0.7)%
(0.8)%
(9.7)%
Valuation allowances
0.4%
0.7%
0.2%
Uncertain tax positions
(0.2)%
2.3%
(0.7)%
IRS settlement
(22.3)%
—%
—%
International reorganization
(40.2)%
—%
—%
Other
(1.7)%
0.6%
1.7%
Effective tax rate
(51.0)%
16.1%
9.7%
The change in the Company’s effective tax rates for the year ended December 31, 2024 compared to the prior year
was primarily due to tax benefits arising from the recognition of deferred tax assets, net of valuation allowance, associated
with the reorganization of the Company’s international operations and the settlement of the IRS examination of the
Company’s 2017 and 2018 federal income tax returns. The increase in the Company’s effective tax rate for the year ended
December 31, 2023 compared to the prior year was primarily due to the reversal of uncertain tax positions in the prior
year, including from statute of limitations expirations and the completion of the examination of the Company’s federal
income tax returns for 2017 and 2018, partially offset by the effects of the sale of the Business Solutions business.
In addition to the items included in the reconciliation of the Company’s comparable effective tax rate, in the fourth
quarter of 2023, the Company concluded steps to eliminate certain intercompany financing subsidiaries. The steps resulted
in cancellation of certain intercompany debts which were offset by utilization of net operating losses that prior to the fourth
quarter of 2023 were determined to have a remote possibility of realization, subject to full valuation allowance. There was
no net tax effect of these steps.
The Company’s provision for/(benefit from) income taxes consisted of the following components (in millions):
Year Ended December 31,
2024
2023
2022
Current:
Federal
$
(111.1)
$
30.6
$
(17.1)
State and local
(3.8)
2.7
(4.6)
Foreign
48.1
97.5
146.4
Total current taxes
(66.8)
130.8
124.7
Deferred:
Federal
10.8
(12.1)
(16.9)
State and local
(0.9)
(0.7)
(3.4)
Foreign
(258.7)
1.8
(6.4)
Total deferred taxes
(248.8)
(11.0)
(26.7)
$
(315.6)
$
119.8
$
98.0
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
95
Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between
the book and tax bases of the Company’s assets and liabilities. The following table outlines the principal components of
deferred tax items (in millions):
December 31,
2024
2023
Deferred tax assets related to:
Reserves, accrued expenses and employee-related items
$
16.6
$
17.5
Lease liabilities
19.2
19.2
Tax attribute carryovers
67.7
29.9
Intangibles, property and equipment
297.3
8.0
Deferred benefits of uncertain tax positions
6.8
10.0
Securities and investments
6.4
8.4
Other
3.2
2.0
Valuation allowance
(90.3)
(18.5)
Total deferred tax assets
326.9
76.5
Deferred tax liabilities related to:
Intangibles, property and equipment
205.1
203.8
Lease right-of-use assets
12.4
12.3
Total deferred tax liabilities
217.5
216.1
Net deferred tax asset/(liability)(a)
$
109.4
$
(139.6)
(a)
As of December 31, 2024 and 2023, deferred tax assets that cannot be fully offset by deferred tax liabilities in the respective tax jurisdictions were
$265.0 million and $8.0 million, respectively. As of December 31, 2023, the deferred tax asset amount was reflected in Other assets in the
Consolidated Balance Sheets.
Deferred tax assets for tax attribute carryovers and valuation allowance included in the above table exclude the impact
of tax attribute carryovers determined to have a remote possibility of realization.
The valuation allowances are primarily the result of uncertainties regarding the Company’s ability to recognize tax
benefits associated with certain United States foreign tax credit carryforwards, certain foreign and state net operating
losses, and certain foreign deferred tax assets related to indefinite-lived intangibles. Changes in circumstances, or the
identification and implementation of relevant tax planning strategies, could make it foreseeable that the Company will
recover these deferred tax assets in the future, which could lead to a reversal of these valuation allowances and a reduction
in income tax expense.
Outside tax basis differences of $1.5 billion as of December 31, 2024 primarily relate to undistributed foreign earnings
not already subject to United States income tax and additional outside basis differences inherent in certain entities. To the
extent such outside basis differences are attributable to undistributed earnings not already subject to United States tax,
such undistributed earnings continue to be indefinitely reinvested in foreign operations. Upon the future realization of the
Company’s basis difference, the Company could be subject to United States income taxes, state income taxes, and possible
withholding taxes payable to various foreign countries. However, determination of this amount of unrecognized deferred
tax liability is not practicable because of complexities associated with its hypothetical calculation.
Tax reform legislation enacted into United States law in 2017 (“the Tax Act”) imposed a domestic one-time tax on
the Company’s previously undistributed earnings of foreign subsidiaries, with certain exceptions. This tax charge,
combined with the Company’s other 2017 United States taxable income and tax attributes, resulted in a 2017 United States
federal tax liability of approximately $800 million. The Company elected to pay this liability in periodic installments
through 2025. Under the terms of the law, the Company is required to pay the final installment of approximately $221
million in the second quarter of 2025. For the years ended December 31, 2024, 2023, and 2022, the Company made
installment payments of $159.3 million, $119.5 million, and $63.7 million, respectively.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
96
Uncertain Tax Positions
The Company has established contingency reserves for a variety of tax exposures. As of December 31, 2024, the total
amount of tax contingency reserves was $17.9 million, including accrued interest and penalties, net of related items. The
Company’s tax reserves reflect management’s judgment as to the resolution of the issues involved if subject to judicial
review or other settlement. While the Company believes its reserves are adequate to cover reasonably expected tax risks,
there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost that
does not exceed its related reserve. With respect to these reserves, the Company’s income tax expense would include: (i)
any changes in tax reserves arising from material changes in facts and circumstances (i.e., new information) surrounding
a tax issue during the period and (ii) any difference from the Company’s tax 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.
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 taxes
payable in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount of unrecognized tax
benefits, excluding interest and penalties and before offset of related items, is as follows (in millions):
2024
2023
Balance as of January 1
$
269.4
$
270.5
Increase related to current period tax positions(a)
1.0
0.4
Increase related to prior period tax positions
0.8
2.7
Decrease related to prior period tax positions
—
(0.5)
Decrease due to settlements with taxing authorities
(213.1)
—
Decrease due to lapse of applicable statute of limitations
(2.4)
(3.7)
Decrease due to effects of foreign currency exchange rates
(0.1)
—
Balance as of December 31
$
55.6
$
269.4
(a)
Includes recurring accruals for issues which initially arose in previous periods.
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $45.1 million
and $259.5 million as of December 31, 2024 and 2023, respectively, excluding interest and penalties.
The Company recognizes interest and penalties with respect to unrecognized tax benefits in Provision for/(benefit
from) income taxes in its Consolidated Statements of Income and records the associated liability in Income taxes payable
in its Consolidated Balance Sheets. The Company recognized $(15.3) million, $14.7 million, and $(10.9) million in interest
and penalties during the years ended December 31, 2024, 2023, and 2022, respectively. The Company has accrued $16.6
million and $40.7 million for the payment of interest and penalties as of December 31, 2024 and 2023, respectively.
The unrecognized tax benefits accrual as of December 31, 2024 consists of federal, state, and foreign tax matters. It
is reasonably possible that the Company’s total unrecognized tax benefits could decrease by up to approximately $8 million
during the next 12 months in connection with various matters which may be resolved.
The Company and its subsidiaries file tax returns for the United States, for multiple states and localities, and for
various non-United States jurisdictions, and the Company has identified the United States as its major tax jurisdiction, as
the income tax imposed by any one foreign country is not material to the Company. The Company’s tax filings are subject
to examination by U.S. federal, state, and various non-United States jurisdictions. The conclusion of the examination of
the Company's consolidated federal income tax returns for 2017 and 2018 resulted in both agreed and unagreed
adjustments. The agreed adjustments have been reflected in the Company's financial statements, and the Company settled
certain of the unagreed adjustments during the third quarter of 2024, which resulted in a tax benefit of $137.8 million for
the year ended December 31, 2024. The Company is contesting the one remaining unagreed adjustment at the IRS Appeals
level and has fully reserved for this unagreed adjustment. The statute of limitations for the U.S. federal returns for 2017
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
97
and 2018 has been extended to September 30, 2025. The Company's U.S. federal income tax returns since 2021 are also
eligible to be examined.
11. Leases
The Company leases real properties for use as administrative and sales offices, in addition to transportation, office,
and other equipment. The Company determines if a contract contains a lease arrangement at the inception of the contract.
For leases in which the Company is the lessee, leases are classified as either finance or operating, with classification
affecting the pattern of expense recognition. Operating lease ROU assets are initially measured at the present value of
lease payments over the lease term plus initial direct costs, if any. If a lease does not provide a discount rate and the rate
cannot be readily determined, an incremental borrowing rate is used to determine the present value of future lease
payments. Lease and variable non-lease components within the Company’s lease agreements are accounted for separately.
The Company has no material leases in which the Company is the lessor.
The Company’s leasing arrangements are classified as operating leases, for which expense is recognized on a straight-
line basis. As of December 31, 2024 and 2023, total ROU assets were $161.1 million and $126.6 million, respectively,
and operating lease liabilities were $191.2 million and $162.3 million, respectively. The ROU assets and operating lease
liabilities are included in Other assets and Other liabilities, respectively, in the Company’s Consolidated Balance Sheets.
Cash paid for operating lease liabilities is included in Cash flows from operating activities in the Company’s Consolidated
Statements of Cash Flows. Operating lease costs, which are included in Total expenses in the Company’s Consolidated
Statements of Income, were $52.5 million, $37.4 million, and $40.3 million for the years ended December 31, 2024, 2023,
and 2022, respectively. Short-term and variable lease costs were not material for the years ended December 31, 2024,
2023, and 2022.
The Company’s leases have remaining terms from less than 1 year to 8 years. Certain of these leases contain escalation
provisions and/or renewal options, giving the Company the right to extend the lease by up to 10 years. However, a
substantial majority of these options are not reflected in the calculation of the ROU asset and operating lease liability due
to uncertainty surrounding the likelihood of renewal.
The following table summarizes the weighted-average lease terms and discount rates for operating lease liabilities:
December 31, 2024
December 31, 2023
Weighted-average remaining lease term (in years)
4.7
5.6
Weighted-average discount rate
8.9%
6.8%
The following table represents maturities of operating lease liabilities as of December 31, 2024 (in millions):
December 31, 2024
Due within 1 year
$
65.2
Due after 1 year through 2 years
45.4
Due after 2 years through 3 years
34.4
Due after 3 years through 4 years
28.8
Due after 4 years through 5 years
20.6
Due after 5 years
22.2
Total lease payments
216.6
Less imputed interest
(25.4)
Total operating lease liabilities
$
191.2
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
98
12. Stockholders’ Equity
Accumulated Other Comprehensive Loss
AOCL includes all changes in equity during a period that have not yet been recognized in income, except those
resulting from transactions with shareholders. The components include unrealized gains and losses on investment
securities, unrealized gains and losses from cash flow hedging activities, and foreign currency translation adjustments.
Unrealized gains and losses on investment securities that are available for sale, primarily state and municipal debt
securities, are included in AOCL until the investment is either sold or experiences a credit loss. See Note 7 for further
discussion.
The effective portion of the change in the fair value of derivatives that qualifies as a cash flow hedge is recorded in
AOCL. Generally, amounts are recognized in income when the related forecasted transaction affects earnings. See Note
13 for further discussion.
While the United States dollar is the functional currency for substantially all of the Company’s businesses, the assets
and liabilities of foreign subsidiaries whose functional currency is not the United States dollar are translated using the
appropriate exchange rate as of the end of the year. Foreign currency translation adjustments represent unrealized gains
and losses on assets and liabilities arising from the difference in these foreign currencies compared to the United States
dollar. These gains and losses are accumulated in other comprehensive income/(loss). When a foreign subsidiary is
substantially liquidated or sold, the cumulative translation gain or loss is removed from AOCL and recognized as a
component of the gain or loss on the liquidation or sale. During the year ended December 31, 2022, the Company
reclassified $17.8 million of currency translation gains previously included within AOCL as a component of Gain on
divestiture of business in the Consolidated Statements of Income. See Note 4 for further discussion.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
99
The following table details reclassifications out of AOCL and into Net income. All amounts reclassified from AOCL
affect the line items as indicated below, and the amounts in parentheses indicate decreases to Net income in the
Consolidated Statements of Income.
Amounts Reclassified from AOCL to Net Income
Income Statement
Year Ended December 31,
Income for the period (in millions)
Location
2024
2023
2022
Accumulated other comprehensive loss
components:
Gains/(losses) on investment securities:
Available-for-sale securities
Revenues
$
1.4
$
(6.6) $
(8.9)
Income tax benefit/(expense)
Provision for income taxes
(0.3)
1.0
1.7
Total reclassification adjustments related to
investment securities, net of tax
1.1
(5.6)
(7.2)
Gains/(losses) on cash flow hedges:
Foreign currency contracts
Revenues
2.4
23.9
47.7
Interest rate contracts
Interest expense
0.2
0.1
—
Income tax expense
Provision for income taxes
—
(0.2)
(0.4)
Total reclassification adjustments related to
cash flow hedges, net of tax
2.6
23.8
47.3
Foreign currency translation adjustments:
Foreign currency translation
Gain on divestiture of
business
—
—
17.8
Total reclassification adjustments related to
foreign currency translation adjustments, net
of tax
—
—
17.8
Total reclassifications, net of tax
$
3.7
$
18.2
$
57.9
The following tables summarize the components of AOCL, net of tax in the accompanying Consolidated Balance
Sheets (in millions):
Investment
Hedging
Foreign
Currency
Securities
Activities
Translation
Total
As of December 31, 2023
$
(33.0) $
(15.3) $
(119.0) $
(167.3)
Unrealized gains/(losses)
1.0
32.4
(1.2)
32.2
Tax expense
(0.3)
(1.4)
—
(1.7)
Amounts reclassified from AOCL into earnings,
net of tax
(1.1)
(2.6)
—
(3.7)
As of December 31, 2024
$
(33.4) $
13.1
$
(120.2) $
(140.5)
Investment
Hedging
Foreign
Currency
Securities
Activities
Translation
Total
As of December 31, 2022
$
(69.4) $
20.5
$
(119.0) $
(167.9)
Unrealized gains/(losses)
37.3
(12.1)
—
25.2
Tax benefit/(expense)
(6.5)
0.1
—
(6.4)
Amounts reclassified from AOCL into earnings,
net of tax
5.6
(23.8)
—
(18.2)
As of December 31, 2023
$
(33.0) $
(15.3) $
(119.0) $
(167.3)
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
100
Investment
Hedging
Foreign
Currency
Securities
Activities
Translation
Total
As of December 31, 2021
$
30.4
$
18.7
$
(101.2) $
(52.1)
Unrealized gains/(losses)
(130.8)
49.5
—
(81.3)
Tax benefit/(expense)
23.8
(0.4)
—
23.4
Amounts reclassified from AOCL into earnings,
net of tax
7.2
(47.3)
(17.8)
(57.9)
As of December 31, 2022
$
(69.4) $
20.5
$
(119.0) $
(167.9)
Cash Dividends Paid
Cash dividends paid for the years ended December 31, 2024, 2023, and 2022 were $318.3 million, $346.1 million,
and $361.6 million, respectively. The Company’s Board of Directors declared quarterly cash dividends of $0.235 per
common share for each quarter during the years ended December 31, 2024, 2023, and 2022.
On February 4, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.235 per common
share payable on March 31, 2025.
Share Repurchases
During the years ended December 31, 2024, 2023, and 2022, 13.9 million, 24.3 million, and 22.3 million shares,
respectively, were repurchased for $177.3 million, $300.0 million, and $351.8 million, respectively, excluding
commissions, at an average cost of $12.75, $12.35, and $15.81, respectively, under the share repurchase authorization
approved by the Company’s Board of Directors which expired on December 31, 2024. On December 13, 2024, the
Company's Board of Directors authorized another $1.0 billion of common stock repurchases with no expiration date. The
amounts included in the Common stock repurchased line in the Company’s Consolidated Statements of Cash Flows
represent both shares authorized by the Board of Directors for repurchase under publicly announced authorizations and
shares withheld from employees to cover tax withholding obligations on restricted stock units that have vested.
13. Derivatives
The Company is exposed to foreign currency exchange risk resulting from fluctuations in exchange rates, including
the euro, and, to a lesser degree, the British pound, the Canadian dollar, and other currencies, related to forecasted revenues
and settlement assets and obligations, as well as on certain foreign currency denominated cash and other asset and liability
positions. Additionally, the Company is exposed to interest rate risk related to changes in market rates both prior to and
subsequent to the issuance of debt. The Company uses derivatives to minimize its exposures related to changes in foreign
currency exchange rates and interest rates.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
101
The Company executes derivatives with established financial institutions; the substantial majority of these financial
institutions have a credit rating of “A-” or higher from a major credit rating agency. The primary credit risk inherent in
derivative agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the
agreements. The Company performs a review of the credit risk of these counterparties at the inception of the contract and
on an ongoing basis, while also monitoring the concentration of its contracts with any individual counterparty. The
Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements but would
take action if doubt arose about the counterparties’ ability to perform. These actions could include the possible termination
of the related contracts. The Company’s hedged foreign currency exposures are in liquid currencies; consequently, there
is minimal risk that appropriate derivatives to maintain the hedging program would not be available in the future.
Foreign Currency Derivatives
The Company’s policy is to use longer duration foreign currency forward contracts, with maturities of up to 36 months
at inception and a targeted weighted-average maturity of approximately one year, to help mitigate some of the risk that
changes in foreign currency exchange rates compared to the United States dollar could have on forecasted revenues
denominated in other currencies related to its business. As of December 31, 2024, these foreign currency forward contracts
had maturities of a maximum of 24 months with a weighted-average maturity of approximately one year. These contracts
are accounted for as cash flow hedges of forecasted revenue, with effectiveness assessed based on changes in the spot rate
of the affected currencies during the period of designation and thus time value is excluded from the assessment of
effectiveness. The initial value of the excluded components is amortized into Revenues within the Company’s
Consolidated Statements of Income.
The Company also uses short duration foreign currency forward contracts, generally with maturities ranging from a
few days to one month, to offset foreign exchange rate fluctuations on settlement assets and obligations between initiation
and settlement. In addition, forward contracts, typically with maturities of less than one 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.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
102
The aggregate equivalent United States dollar notional amounts of foreign currency forward contracts as of
December 31, 2024 and 2023 were as follows (in millions):
December 31,
2024
2023
Contracts designated as hedges:
Euro
$
210.5
$
227.0
Canadian dollar
111.7
97.9
British pound
75.6
56.9
Australian dollar
51.2
46.5
Swiss franc
41.6
37.4
Other(a)
35.7
40.3
Contracts not designated as hedges:
Euro
$
499.1
$
597.9
British pound
118.1
174.9
Philippine peso
89.8
38.0
Mexican peso
85.7
168.1
Indian rupee
57.7
55.3
Australian dollar
49.0
79.9
Canadian dollar
35.5
77.2
Swiss franc
32.6
(b)
Singapore dollar
31.4
27.5
Brazilian real
(b)
31.4
Chinese yuan
(b)
30.0
Japanese yen
(b)
29.2
Other(a)
208.5
146.2
(a)
Comprised of exposures to various currencies; none of these individual currency exposures is greater than $25 million for the respective period.
(b)
Amount is below $25 million for the relevant period; therefore, the balance has been included within “Other.”
Business Solutions Operations
Prior to the final closing of the Business Solutions sale in 2023, the derivatives written related to this business were
part of the broader portfolio of foreign currency positions arising from the Company’s cross-currency payments operations,
which primarily included spot exchanges of currency in addition to forwards and options. Foreign exchange revenues from
the total portfolio of positions included in Revenues in the Company’s Consolidated Statements of Income were $27.8
million and $177.4 million for the years ended December 31, 2023 and 2022, respectively. None of the derivative contracts
used in Business Solutions operations were designated as accounting hedges.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
103
Balance Sheet
The following table summarizes the fair value of derivatives reported in the Company’s Consolidated Balance Sheets
as of December 31, 2024 and 2023 (in millions):
Derivative Assets
Derivative Liabilities
Fair Value
Fair Value
Balance Sheet
December 31,
December 31,
Balance Sheet
December 31,
December 31,
Location
2024
2023
Location
2024
2023
Derivatives designated as hedges:
Foreign currency cash flow hedges
Other assets
$
24.4
$
8.5
Other liabilities
$
0.2
$
13.2
Derivatives not designated as hedges:
Foreign currency
Other assets
$
5.1
$
2.3
Other liabilities
$
3.4
$
4.2
Total derivatives
$
29.5
$
10.8
$
3.6
$
17.4
Offsetting of Derivative Assets and Liabilities
The Company has elected to present derivative assets and liabilities on a gross basis in the Consolidated Balance
Sheets; however, derivatives associated with the Company's foreign currency exchange contracts that are subject to a
master netting arrangement or similar agreement would have resulted in an offset of $3.4 million and $7.3 million to both
derivative assets and liabilities as of December 31, 2024 and 2023, respectively. This includes the fair values of derivative
assets and liabilities associated with contracts that include netting language that the Company believes to be enforceable.
The Company’s rights under these agreements generally allow for transactions to be settled on a net basis, including upon
early termination, which could occur upon the counterparty’s default, a change in control, or other conditions.
Income Statement
Cash Flow Hedges
The effective portion of the change in fair value of derivatives that qualify as cash flow hedges is recorded in AOCL
in the Company’s Consolidated Balance Sheets. Generally, amounts are recognized in income when the related forecasted
transaction affects earnings.
The following table presents the pre-tax amount of unrealized gains/(losses) recognized in other comprehensive
income from cash flow hedges for the years ended December 31, 2024, 2023, and 2022 (in millions):
Year Ended December 31,
2024
2023
2022
Foreign currency derivatives(a)
$
32.4
$
(12.1)
$
49.5
(a)
For the years ended December 31, 2024, 2023, and 2022, gains/(losses) of $(1.9) million, $2.5 million, and $(1.8) million, respectively, represent
amounts excluded from the assessment of effectiveness and recognized in other comprehensive income, for which an amortization approach is
applied.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
104
The following table presents the location and amounts of pre-tax net gains from cash flow hedging relationships
recognized in the Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022 (in millions):
Year Ended December 31,
2024
2023
2022
Interest
Interest
Interest
Revenues
Expense
Revenues
Expense
Revenues
Expense
Total amounts presented in the Consolidated Statements of
Income in which the effects of cash flow hedges are recorded
$
4,209.7
$
(119.8)
$
4,357.0
$
(105.3)
$
4,475.5
$
(101.0)
Gains on cash flow hedges:
Foreign currency derivatives:
Gains reclassified from AOCL into earnings
2.4
—
23.9
—
47.7
—
Amount excluded from effectiveness testing
recognized in earnings based on an amortization
approach
6.4
—
6.6
—
5.6
—
Interest rate derivatives:
Gains reclassified from AOCL into earnings
—
0.2
—
0.1
—
—
Undesignated Hedges
The following table presents the location and amount of pre-tax net gains on derivatives (from undesignated hedges)
in the Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022 (in millions):
Year Ended December 31,
Derivatives(a)
Location
2024
2023
2022
Foreign currency derivatives(b)
Selling, general, and administrative
$
48.4
$
18.0
$
66.5
(a)
The Company used foreign currency forward and option contracts as part of its Business Solutions payments operations. These derivative contracts
are excluded from this table as they were managed as part of a broader currency portfolio that included non-derivative currency exposures. The
gains and losses on these derivatives are included as part of the broader disclosure of portfolio revenue for this business discussed above.
(b)
The Company uses foreign currency forward contracts to offset foreign exchange rate fluctuations on settlement assets and obligations, as well as
certain foreign currency denominated positions. Foreign exchange losses on settlement assets and obligations, cash balances, and other assets and
liabilities, not including amounts related to derivative activity as displayed above, and included in Selling, general, and administrative in the
Consolidated Statements of Income, were $68.0 million, $2.6 million, and $62.2 million for the years ended December 31, 2024, 2023, and 2022,
respectively.
All cash flows associated with derivatives are included in Cash flows from operating activities in the Consolidated
Statements of Cash Flows.
Based on December 31, 2024 foreign exchange rates, an accumulated other comprehensive pre-tax gain of $14.0
million related to the foreign currency forward contracts is expected to be reclassified into Revenues within the next 12
months.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
105
14. Borrowings
The Company’s outstanding borrowings consisted of the following (in millions):
December 31, 2024
December 31, 2023
Commercial paper
$
—
$
364.9
Notes:
2.850% notes due 2025(a), (b)
500.0
500.0
1.350% notes due 2026(a)
600.0
600.0
2.750% notes due 2031(a)
300.0
300.0
6.200% notes due 2036(a)
500.0
500.0
6.200% notes due 2040(a)
250.0
250.0
Term loan facility borrowings (effective rate of 5.8%)(c)
800.0
—
Total borrowings at par value
2,950.0
2,514.9
Debt issuance costs and unamortized discount, net
(9.2)
(10.3)
Total borrowings at carrying value(d)
$
2,940.8
$
2,504.6
(a)
The difference between the stated interest rate and the effective interest rate is not significant.
(b)
On January 10, 2025, the Company repaid these notes in full. See the Term Loan Facility and Notes sections below for further discussion.
(c)
In December 2024, the Company drew upon its Term Loan Facility. See the Term Loan Facility section below for further discussion.
(d)
As of December 31, 2024, the Company’s weighted-average effective rate on total borrowings was approximately 4.3%.
The following summarizes the Company’s maturities of borrowings at par value as of December 31, 2024 (in
millions):
Due within 1 year(a)
$
500.0
Due after 1 year through 2 years
600.0
Due after 2 years through 3 years
800.0
Due after 3 years through 4 years
—
Due after 4 years through 5 years
—
Due after 5 years
1,050.0
Total
$
2,950.0
(a)
On January 10, 2025, the Company repaid these notes in full.
The Company’s obligations with respect to its outstanding borrowings, as described below, rank equally.
Commercial Paper Program
Pursuant to the Company’s commercial paper program, the Company may issue unsecured commercial paper notes
in an amount not to exceed $1.56 billion outstanding at any time, reduced to the extent of borrowings outstanding on the
Company’s Revolving Credit Facility as defined below. The commercial paper notes may have maturities of up to 397
days from date of issuance. As of December 31, 2024, the Company had no commercial paper borrowings outstanding,
and as of December 31, 2023, the Company had $364.9 million in commercial paper borrowings outstanding.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
106
Revolving Credit Facility
The Company has a revolving credit facility that provides for unsecured financing facilities and allows it to draw loans
payable based upon the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate, or the Sterling
Overnight Index Average (the “Revolving Credit Facility”). On November 30, 2024, the Company increased the aggregate
revolving credit commitments to $1.56 billion, including a $250.0 million letter of credit subfacility and $300.0 million
swing line sublimit, and extended the maturity date to November 30, 2029. The Revolving Credit Facility supports
borrowings under the Company’s commercial paper program.
Interest due under the Revolving Credit Facility is payable according to the terms of that borrowing. Generally, interest
under the Revolving Credit Facility is calculated using either (i) an adjusted term SOFR, or other applicable benchmark
based on the currency of the borrowing, plus an interest rate margin determined on a sliding scale from 0.920% to 1.425%
based on the Company’s credit rating (currently 1.140%) or (ii) a base rate plus a margin determined on a sliding scale
from 0.000% to 0.425% based on the Company’s credit rating (currently 0.140%). A facility fee on the total amount of
the facility is also payable quarterly, regardless of usage, and such facility fee is determined on a sliding scale from 0.080%
to 0.200% based on the Company’s credit rating (currently 0.110%).
As of December 31, 2024 and 2023, the Company had no outstanding borrowings under its revolving credit facility.
Term Loan Facility
On June 25, 2024, the Company entered into a delayed draw term loan credit agreement providing for an unsecured
term loan facility in an aggregate amount of $800.0 million (the “Term Loan Facility”). On December 13, 2024, the
Company drew upon the Term Loan Facility in the total amount of $800.0 million, and such borrowings mature on
December 13, 2027. The Company has the option to increase the commitments under the Term Loan Facility by an amount
such that the commitments do not exceed $1.0 billion in the aggregate (after giving effect to any such increases). Any such
increases would be subject to obtaining additional commitments from existing or new lenders under the Term Loan
Facility. The Company used the proceeds from the Term Loan Facility borrowings to repay the Company’s issued and
outstanding 2.850% notes due January 2025, to reduce commercial paper balances, and for general corporate purposes.
Interest due under the Term Loan Facility is payable according to the terms of that borrowing. Generally, interest
under the Term Loan Facility is calculated using either (i) an adjusted term SOFR, or other applicable benchmark based
on the currency of the borrowing, plus an interest rate margin determined on a sliding scale from 1.000% to 1.625% based
on the Company’s credit rating (currently 1.250%) or (ii) a base rate plus a margin determined on a sliding scale from
0.000% to 0.625%) based on the Company’s credit rating (currently 0.250%).
Notes
On March 9, 2021, the Company issued $600.0 million of aggregate principal amount of 1.350% unsecured notes due
March 15, 2026 (“2026 Notes”) and $300.0 million of aggregate principal amount of 2.750% unsecured notes due March
15, 2031 (“2031 Notes”). Interest with respect to these notes is payable semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15, 2021. The Company may redeem the 2026 Notes and the 2031
Notes, in whole or in part, at any time prior to February 15, 2026 and December 15, 2030, respectively, at the greater of
par or a price based on the applicable treasury rate plus 15 and 25 basis points, respectively. The Company may redeem
the 2026 Notes and the 2031 Notes at any time after February 15, 2026 and December 15, 2030, respectively, at a price
equal to par, plus accrued interest.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
107
On November 25, 2019, the Company issued $500.0 million of aggregate principal amount of unsecured notes due
January 10, 2025 (“2025 Notes”). The 2025 Notes matured and were repaid in January 2025 using cash proceeds from the
Term Loan Facility borrowings.
On June 11, 2018, the Company issued $300.0 million of aggregate principal amount of unsecured notes due June 9,
2023 (“2023 Notes”). The 2023 Notes matured and were repaid in June 2023 using commercial paper and cash, including
cash generated from operations.
On June 21, 2010, the Company issued $250.0 million of aggregate principal amount of unsecured notes due June 21,
2040 (“2040 Notes”). Interest with respect to the 2040 Notes is payable semi-annually on June 21 and December 21 each
year based on the fixed per annum rate of 6.200%. The Company may redeem the 2040 Notes at any time prior to maturity
at the greater of par or a price based on the applicable treasury rate plus 30 basis points.
On November 17, 2006, the Company issued $500.0 million of aggregate principal amount of unsecured notes due
November 17, 2036 (“2036 Notes”). Interest with respect to the 2036 Notes is payable semi-annually on May 17 and
November 17 each year based on the fixed per annum rate of 6.200%. The Company may redeem the 2036 Notes at any
time prior to maturity at the greater of par or a price based on the applicable treasury rate plus 25 basis points.
The Revolving Credit Facility and Term Loan Facility contain covenants, subject to certain exceptions, that, among
other things, limit or restrict the Company’s ability to sell or transfer assets or merge or consolidate with another company,
grant certain types of security interests, incur certain types of liens, impose restrictions on subsidiary dividends, enter into
sale and leaseback transactions, incur certain subsidiary level indebtedness, or use proceeds in violation of anti-corruption
or anti-money laundering laws. The Company’s notes are subject to similar covenants except that only the 2036 Notes
contain covenants limiting or restricting subsidiary indebtedness, and none of the Company’s notes are subject to a
covenant that limits the Company’s ability to impose restrictions on subsidiary dividends. Under its Revolving Credit
Facility and Term Loan Facility, the Company is required to maintain compliance with a consolidated adjusted Earnings
before Interest, Taxes, Depreciation and Amortization interest coverage ratio covenant of greater than 3:1 for each period
of four consecutive fiscal quarters.
Certain of the Company’s notes (including the 2026 Notes, 2031 Notes, and 2040 Notes) include a change of control
triggering event provision, as defined in the terms of the notes. If a change of control triggering event occurs, holders of
the notes may require the Company to repurchase some or all of their notes at a price equal to 101% of the principal amount
of their notes, plus any accrued and unpaid interest. A change of control triggering event will occur when there is a change
of control involving the Company and 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 certain major credit
rating agencies. In addition, the interest rates payable on the Company’s notes due in 2026 and 2031 can be impacted by
the Company’s credit ratings.
15. Stock-Based Compensation Plans
The Western Union Company 2015 Long-Term Incentive Plan and 2024 Long-Term Incentive Plan
The Western Union Company 2024 Long-Term Incentive Plan (“2024 LTIP”), approved on May 17, 2024, provides
for the granting of stock options, restricted stock awards and units, unrestricted stock awards and units, and other equity-
based awards. These awards may be granted to the Company's employees, non-employee directors, consultants,
independent contractors, and agents by the Compensation and Benefits Committee of the Company’s Board of Directors
(the “CBC”), in its sole discretion. Prior to this, equity-based awards were granted out of the 2015 Long-Term Incentive
Plan (“2015 LTIP”). Shares available for grant under the 2024 LTIP were 28.8 million as of December 31, 2024.
Stock options granted to employees 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 one
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
108
year after the grant date. Stock options granted to executive officers and certain other key employees generally vest on a
prorated basis upon termination. Compensation expense related to stock options is recognized over the requisite service
period, which is the same as the vesting period.
Restricted stock units granted to employees typically vest on a graded basis over three or four years in equal, annual
increments, beginning one year after the grant date, or three years after grant date on a cliff basis. Restricted stock units
granted to executive officers, retirement eligible employees, and employees terminated involuntarily and without cause
after the one-year anniversary of the grant date generally vest on a prorated basis upon termination. Restricted stock units
granted to certain retirement eligible employees who provide notice of termination may vest fully upon termination. The
fair value of restricted stock units is measured based on the Company’s stock price on the grant date. Restricted stock units
accrue dividend equivalents, with dividend equivalents paid in cash to the extent that the underlying shares vest.
Compensation expense related to restricted stock units is recognized over the requisite service period, which is the same
as the vesting period.
In 2024, 2023, and 2022, the CBC granted the CEO long-term incentive awards consisting of 60% Financial
Performance Share Units (“PSUs”) with a TSR modifier (“Financial PSUs with a TSR modifier”), 20% stock option
awards, and 20% restricted stock unit awards. In 2024, the CBC granted the Company’s executive officers and certain
other key employees, excluding the CEO, long-term incentive awards which consisted of a combination of: 1) Financial
PSUs with a TSR modifier, restricted stock unit awards, and stock option awards, or 2) Financial PSUs with a TSR modifier
and restricted stock unit awards. In 2023 and 2022, the CBC granted these employees Financial PSUs with a TSR modifier
and restricted stock unit awards. In 2024, 2023, and 2022, the CBC granted other executive management of the Company
awards which consisted of 50% Financial PSUs with a TSR modifier and 50% restricted stock unit awards, and the CBC
also granted certain other non-executive employees of the Company annual equity grants consisting of restricted stock unit
awards in 2024, 2023, and 2022.
The performance-based restricted stock units granted to the Company’s executives in 2024, 2023 and 2022 are
Financial PSUs with a TSR modifier. The financial metric requires the Company to meet certain financial objectives over
three individual, annual performance periods. The market condition consists of a modifier tied to the Company’s total
shareholder return in relation to the S&P MidCap 400 or S&P 500 Index as calculated over a three-year performance
period.
The PSUs discussed above will vest 100% on the third anniversary of the grant date, contingent upon threshold
financial and market performance metrics being met. The actual number of performance-based restricted stock units that
the recipients will receive for awards in 2024, 2023 and 2022 range from 0% up to 200% of the target number of stock
units granted, contingent upon actual financial and total shareholder return performance results. The grant date fair value
of all performance based restricted stock units is fixed, and the amount of restricted stock units that will ultimately vest
depends upon the level of achievement of the performance and market conditions over the performance period. The fair
value of the Financial PSUs with a TSR modifier is determined using the Monte-Carlo simulation model. Awards granted
to executive officers, retirement eligible employees, and employees terminated involuntarily and without cause after the
one-year anniversary of the grant date generally vest on a prorated basis upon termination. Financial PSUs with a TSR
modifier granted to certain retirement eligible employees who provide notice of termination may continue to vest in full
following termination. Compensation expense related to PSUs is recognized over the requisite service period, which is the
same as the vesting period.
The Company has also granted restricted stock units and options to the non-employee directors of the Company. The
fair value of these restricted stock units is measured based on the fair value of the shares on the grant date and may be
settled upon vesting unless the participant elects to defer the receipt of common shares under the applicable plan rules.
Options have 10-year terms and are issued with exercise prices equal to the fair market value of Western Union common
stock on the grant date. Both of these awards vest one year after the grant date and on a prorated basis upon a qualifying
departure. Compensation expense for these awards is recognized over the requisite service period, which is the same as
the vesting period.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
109
Stock Option Activity
A summary of stock option activity for the year ended December 31, 2024 was as follows (options and aggregate
intrinsic value in millions):
Weighted-
Average
Exercise
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Options
Price
(Years)
Value
Outstanding as of January 1
7.1
$
18.09
Granted
4.4
$
12.80
Exercised
—
$
—
Cancelled/forfeited
(3.1) $
19.23
Outstanding as of December 31
8.4
$
14.92
8.4
$
—
Options exercisable as of December 31
2.7
$
17.90
7.7
$
—
There were no options exercised during the year ended December 31, 2024. The Company received $0.2 million and
$9.5 million in cash proceeds related to the exercise of stock options during the years ended December 31, 2023 and 2022,
respectively. Upon the exercise of stock options, shares of common stock are issued from authorized common shares. The
total tax benefits from the exercise of options were immaterial for the year ended December 31, 2023 and $0.2 million for
the year ended December 31, 2022. The total intrinsic value of stock options exercised was immaterial for the year ended
December 31, 2023 and $0.8 million for the year ended December 31, 2022.
Restricted Stock Activity
A summary of activity for restricted stock units and performance-based restricted stock units for the year ended
December 31, 2024 was as follows (units in millions):
Weighted-Average
Units
Grant-Date Fair Value
Non-vested as of January 1
7.3
$
16.39
Granted
4.7
$
12.64
Vested
(1.9)
$
17.24
Forfeited
(1.9)
$
16.14
Non-vested as of December 31
8.2
$
14.14
Stock-Based Compensation Expense
The following table sets forth the total impact on earnings for stock-based compensation expense recognized in the
Consolidated Statements of Income resulting from stock options, restricted stock units, performance-based restricted stock
units and deferred stock units for the years ended December 31, 2024, 2023, and 2022 (in millions, except per share data):
2024
2023
2022
Stock-based compensation expense
$
(38.9)
$
(35.9)
$
(45.5)
Income tax benefit from stock-based compensation expense
6.8
6.1
8.1
Net income impact
$
(32.1)
$
(29.8)
$
(37.4)
Earnings per share impact:
Basic and diluted
$
(0.09)
$
(0.08)
$
(0.10)
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
110
Compensation cost is recognized only for those options, awards, and units expected to vest, with forfeitures estimated
at the date of grant and evaluated and adjusted periodically to reflect the Company’s historical experience and future
expectations. Any change in the forfeiture assumption is accounted for as a change in estimate, with the cumulative effect
of the change on periods previously reported being reflected in the consolidated financial statements of the period in which
the change is made.
As of December 31, 2024, there was $4.7 million of total unrecognized compensation cost, net of assumed forfeitures,
related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.7 years, and
there was $48.2 million of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested
restricted stock units and performance-based restricted stock units, which is expected to be recognized over a weighted-
average period of 1.8 years.
Fair Value Assumptions
The Company used the following assumptions for the Black-Scholes option pricing model to determine the value of
Western Union options granted for the years ended December 31, 2024, 2023, and 2022:
2024
2023
2022
Stock options granted:
Weighted-average risk-free interest rate
4.2%
4.0%
1.9%
Weighted-average dividend yield
7.7%
6.0%
4.3%
Volatility
26.9%
27.8%
29.9%
Expected term (in years)
7.12
7.23
7.28
Weighted-average grant date fair value
$
1.47
$
2.09
$
3.47
Risk-free interest rate - The risk-free rate for stock options granted was determined by using a United States Treasury
rate for the period that coincided with the expected terms listed above.
Expected dividend yield - The Company’s expected annual dividend yield was the calculation of the annualized
Western Union dividend divided by an average Western Union stock price on each respective grant date.
Expected volatility - For the Company’s executives and non-employee directors, the Company used a blend of implied
and historical volatility, which was calculated using the market price of traded options on Western Union’s common stock
and the historical volatility of Western Union stock data. There were no options granted to non-executive employees in
2024, 2023, or 2022.
Expected term - For 2024, 2023, and 2022, the expected term for the Company's executives and non-employee director
grants was approximately seven years and eight years, respectively. The Company’s expected term for options was based
upon, among other things, historical exercises, the vesting term of the Company’s options, and the options’ contractual
term of 10 years.
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
111
The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect
market conditions and the Company’s historical experience and future expectations. The calculated fair value is recognized
as compensation cost in the Company’s consolidated financial statements over the requisite service period of the entire
award.
16. Segments
As further described in Note 1, the Company has classified its business into the following segments: Consumer Money
Transfer and Consumer Services. Operating segments are defined as components of an enterprise that engage in business
activities, about which separate financial information is available that is evaluated regularly by the Company’s Chief
Operating Decision Maker (“CODM”) in allocating resources and assessing performance.
The Company's CODM is the President and Chief Executive Officer. The CODM uses segment operating income or
loss to assess performance and allocate resources to the segments. This measure includes all expenses necessary to operate
the segment and enables the CODM to understand segment profitability based on prior resource allocation decisions. This
measure also excludes certain expenses such as exit costs, other severance, and operating expense redeployment activities
which may be driven by corporate initiatives or could result in a lack of comparability if included in segment operating
income.
The Consumer Money Transfer operating segment facilitates money transfers between two consumers. The segment
includes five geographic regions whose functions are primarily related to generating, managing, and maintaining agent
relationships and localized marketing activities. The Company includes Branded Digital transactions in its regions. By
means of common processes and systems, these regions, including Branded Digital, create one interconnected global
network for consumer transactions, thereby constituting one Consumer Money Transfer business and one operating
segment.
The Consumer Services segment primarily includes the Company’s bill payment services, money order services, retail
foreign exchange services, media network, prepaid cards, lending partnerships, and digital wallets.
On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business, and the final
closing for this transaction occurred on July 1, 2023. Accordingly, the Company no longer reports Business Solutions
revenues and operating expenses after July 1, 2023.
The Company’s segments are reviewed separately below because each segment addresses a different combination of
customer groups, distribution networks, and services offered. The business segment measurements provided to, and
evaluated by, the Company’s CODM are computed in accordance with the following principles:
•
The accounting policies of the segments are the same as those described in the summary of significant accounting
policies.
•
Corporate costs, including overhead expenses, are allocated to the segments primarily based on a percentage of
the segments’ revenue compared to total revenue.
•
The CODM does not review total assets by segment and capital expenditures for purposes of assessing segment
performance and allocating resources. As such, the disclosure of total assets by segment and capital expenditures
have not been included below.
•
All items not included in operating income are excluded from the segments.
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
112
The following tables present the Company’s segment results for the years ended December 31, 2024, 2023, and 2022
(in millions):
Year Ended December 31, 2024
Consumer Money
Transfer
Consumer Services
Total
Revenues
$
3,798.0
$
411.7
$
4,209.7
Expenses:
Direct transactional expenses(a)
1,731.0
128.8
1,859.8
Depreciation and amortization(b)
99.2
17.1
116.3
Other segment items(c)
1,230.4
213.5
1,443.9
Total segment operating income
$
737.4
$
52.3
$
789.7
Redeployment program costs(d)
(41.4)
Severance costs(e)
(1.2)
Acquisition, separation, and integration costs(f)
(4.1)
Amortization and impairment of acquisition-related
intangible assets(g)
(2.4)
Russia asset impairments and termination costs(h)
(14.8)
Total consolidated operating income
$
725.8
Year Ended December 31, 2023
Consumer
Money Transfer
Consumer
Services
Business
Solutions(i)
Total
Revenues
$
4,005.0
$
322.3
$
29.7
$
4,357.0
Expenses:
Direct transactional expenses(a)
1,842.4
78.1
6.8
1,927.3
Depreciation and amortization(b)
97.2
9.9
—
107.1
Other segment items(c)
1,314.6
141.8
19.2
1,475.6
Total segment operating income
$
750.8
$
92.5
$
3.7
$
847.0
Redeployment program costs(d)
(29.5)
Total consolidated operating income
$
817.5
Year Ended December 31, 2022
Consumer
Money Transfer
Consumer
Services
Business
Solutions(i)
Total
Revenues
$
3,993.5
$
285.1
$
196.9
$
4,475.5
Expenses:
Direct transactional expenses(a)
1,748.3
82.3
39.0
1,869.6
Depreciation and amortization(b)
96.3
7.0
0.1
103.4
Other segment items(c)
1,383.8
95.0
99.3
1,578.1
Total segment operating income
$
765.1
$
100.8
$
58.5
$
924.4
Redeployment program costs(d)
(21.8)
Russia/Belarus exit costs(j)
(10.0)
Business Solutions exit costs(j)
(7.7)
Total consolidated operating income
$
884.9
2024 Form 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
113
(a)
Direct transactional expenses include commissions to agents, bank fees, credit and non-credit losses, and other variable expenses.
(b)
Depreciation and amortization excludes amortization of capitalized contract costs paid to agents and partners, as this amortization is recorded as
commissions to agents and partners and is therefore included in direct transactional expenses. For the years ended December 31, 2024, 2023, and
2022, amortization of capitalized contract costs included within direct transactional expenses in the Consumer Money Transfer segment was $62.8
million, $76.4 million, and $81.0 million, respectively. Depreciation and amortization also excludes amortization that is recorded as a reduction to
revenues, which was immaterial for the years ended December 31, 2024, 2023, and 2022.
(c)
Other segment items primarily consists of salaries and benefits, professional services, equipment and software expenses, advertising costs, and
lease and facilities costs.
(d)
Represented severance, expenses associated with streamlining the Company's organizational and legal structure, and other expenses associated
with the Company's program which redeployed investment and expenses in the Company's cost base through optimizations in vendor management,
real estate, marketing, and people strategy, as previously announced in October 2022. Expenses incurred under the program also included non-cash
impairments of operating lease ROU assets and property and equipment. The expenses were not included in the measurement of segment operating
income provided to the CODM for purposes of performance assessment and resource allocation. These expenses were therefore excluded from the
Company's segment operating income results.
(e)
Represents severance costs, which have been excluded from the segments as the CODM excludes severance in making operating decisions,
including allocating resources to the Company's segments. These expenses are therefore excluded from the Company's segment operating income
results. Prior to the fourth quarter of 2024, these severance costs were included in the redeployment program costs line item, and therefore, severance
costs have been consistently excluded from segment operating income in the tables above.
(f)
Represents the impact from expenses incurred in connection with the Company's acquisition and divestiture activity, including for the review and
closing of these transactions, and integration costs directly related to the Company’s acquisitions. Beginning in 2024, the Company changed its
segment reporting methodology to no longer allocate these costs to its segments. These costs were previously allocated entirely to Consumer
Services while it was called Other, and the amount included in the Consumer Services segment was immaterial for both the years ended December
31, 2023 and 2022, respectively. The expenses are no longer included in the measurement of segment operating income provided to the CODM for
purposes of performance assessment and resource allocation. These expenses are therefore excluded from the Company's segment operating income
results.
(g)
Represents the non-cash amortization and impairment of acquired intangible assets in connection with recent business acquisitions. The expenses
are not included in the measurement of segment operating income provided to the CODM for purposes of performance assessment and resource
allocation. These expenses are therefore excluded from the Company's segment operating income results.
(h)
Represents asset impairments related to the Company's assets in Russia and the costs associated with operating the Russian entity, beginning with
the third quarter of 2024. While the Company had previously made a decision to suspend its operations in Russia, in the third quarter of 2024, the
Company decided to pursue either liquidating or selling the Russian assets, which triggered a review of the carrying value of these assets. The
expenses are not included in the measurement of segment operating income provided to the CODM for purposes of performance assessment and
resource allocation. These expenses are therefore excluded from the Company's segment operating income results.
(i)
On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business. The sale was completed with the final closing
on July 1, 2023.
(j)
Represents the exit costs incurred in connection with the Company’s suspension of its operations in Russia and Belarus and the divestiture of the
Business Solutions business, primarily related to severance and non-cash impairments of property and equipment, an operating lease ROU asset,
and other intangible assets. While certain of the expenses are identifiable to the Company’s segments, the expenses are not included in the
measurement of segment operating income provided to the CODM for purposes of performance assessment and resource allocation. These expenses
are therefore excluded from the Company’s segment operating income results.
The geographic split of revenue below is based upon the country where the transaction is initiated with 100% of the
revenue allocated to that country. Long-lived assets, consisting of property and equipment, net, are presented based upon
the location of the assets.
Based on the method used to attribute revenue between countries described in the paragraph above, each individual
country outside the United States accounted for less than 10% of consolidated revenue for the years ended December 31,
2024, 2023, and 2022, respectively. In addition, each individual agent or customer accounted for less than 10% of
consolidated revenue during these periods.
Information concerning principal geographic areas for Revenue was as follows (in millions):
Year Ended December 31,
2024
2023
2022
United States
$
1,536.9
$
1,507.9
$
1,575.1
International
2,672.8
2,849.1
2,900.4
Total
$
4,209.7
$
4,357.0
$
4,475.5
202 Form 10-K
4
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
114
Information concerning principal geographic areas for long-lived assets, including ROU assets, was as follows (in
millions):
December 31,
2024
2023
2022
United States
$
93.0
$
111.6
$
118.0
International
152.3
106.4
114.7
Total
$
245.3
$
218.0
$
232.7
2024 Form 10-K
115
THE WESTERN UNION COMPANY
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
The following lists the condensed financial information for the parent company as of December 31, 2024 and 2023
and Condensed Statements of Income and Comprehensive Income and Condensed Statements of Cash Flows for each of
the three years in the period ended December 31, 2024.
THE WESTERN UNION COMPANY
CONDENSED BALANCE SHEETS
(PARENT COMPANY ONLY)
(in millions, except per share amounts)
December 31,
2024
2023
Assets
Cash and cash equivalents
$
1.4
$
2.1
Property and equipment, net of accumulated depreciation of $75.0 and $68.6,
respectively
11.8
19.7
Other assets
76.9
92.0
Investment in subsidiaries
4,838.2
4,547.0
Total assets
$
4,928.3
$
4,660.8
Liabilities and stockholders' equity
Liabilities:
Accounts payable and accrued liabilities
$
54.0
$
47.6
Income taxes payable
185.0
301.9
Payable to subsidiaries, net
703.9
1,239.3
Borrowings
2,940.8
2,504.6
Other liabilities
75.7
88.4
Total liabilities
3,959.4
4,181.8
Stockholders' equity:
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued
—
—
Common stock, $0.01 par value; 2,000 shares authorized; 337.9 shares and 350.5
shares issued and outstanding as of December 31, 2024 and 2023, respectively
3.4
3.5
Capital surplus
1,070.8
1,031.9
Retained earnings/(accumulated deficit)
35.2
(389.1)
Accumulated other comprehensive loss
(140.5)
(167.3)
Total stockholders' equity
968.9
479.0
Total liabilities and stockholders' equity
$
4,928.3
$
4,660.8
See Notes to Condensed Financial Statements.
202 Form 10-K
4
116
THE WESTERN UNION COMPANY
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(PARENT COMPANY ONLY)
(in millions)
Year Ended December 31,
2024
2023
2022
Revenues
$
—
$
—
$
—
Expenses
—
—
—
Operating income
—
—
—
Interest income
0.1
1.2
8.3
Interest expense
(158.7)
(121.5)
(105.7)
Other income/(expense), net
(0.5)
—
3.1
Loss before equity earnings of affiliates and income taxes
(159.1)
(120.3)
(94.3)
Equity in earnings of affiliates, net of tax
1,059.2
720.6
981.1
Income tax benefit
34.1
25.7
23.8
Net income
934.2
626.0
910.6
Other comprehensive income/(loss), net of tax
(0.2)
0.3
—
Other comprehensive income/(loss) of affiliates, net of tax
27.0
0.3
(115.8)
Comprehensive income
$
961.0
$
626.6
$
794.8
See Notes to Condensed Financial Statements.
2024 Form 10-K
117
THE WESTERN UNION COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(PARENT COMPANY ONLY)
(in millions)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities
Net cash provided by/(used in) operating activities
$
757.5
$
514.7
$
(108.3)
Cash flows from investing activities
Purchases of property and equipment
(1.3)
(1.7)
(1.7)
Purchases of non-settlement investments
—
—
(400.0)
Proceeds from the sale of non-settlement investments
—
100.0
300.0
Proceeds from divestiture, net of cash divested (Note 4)
—
—
887.2
Distributions received from/(capital contributed to) subsidiaries,
net
(232.5)
(6.0)
424.6
Other investing activities
(1.0)
(2.5)
1.7
Net cash provided by/(used in) investing activities
(234.8)
89.8
1,211.8
Cash flows from financing activities
Advances from/(payments to) subsidiaries, net
(448.2)
170.3
15.6
Net proceeds from/(repayments of) commercial paper
(364.9)
184.9
(95.0)
Net proceeds from issuance of borrowings
798.1
—
—
Principal payments on borrowings
—
(300.0)
(300.0)
Proceeds from exercise of options
—
0.2
9.5
Cash dividends and dividend equivalents paid
(321.5)
(349.0)
(364.2)
Common stock repurchased
(186.2)
(308.4)
(369.9)
Other financing activities
(0.7)
(2.0)
—
Net cash used in financing activities
(523.4)
(604.0)
(1,104.0)
Net change in cash and cash equivalents
(0.7)
0.5
(0.5)
Cash and cash equivalents at beginning of year
2.1
1.6
2.1
Cash and cash equivalents at end of year
$
1.4
$
2.1
$
1.6
Supplemental cash flow information:
Non-cash financing activity, distribution of note from subsidiary
(Note 3)
$
84.6
$
210.9
$
325.0
Cash paid for lease liabilities
$
17.3
$
14.2
$
15.3
Non-cash lease liabilities arising from obtaining right-of-use assets
(Note 6)
$
0.2
$
16.5
$
—
See Notes to Condensed Financial Statements.
202 Form 10-K
4
118
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
THE WESTERN UNION COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The Western Union Company (the “Parent”) is a holding company that conducts substantially all of its business
operations through its subsidiaries. Under a parent company only presentation, the Parent’s investments in its consolidated
subsidiaries are presented under the equity method of accounting, and the condensed financial statements do not present
the financial statements of the Parent and its subsidiaries on a consolidated basis. These financial statements should be
read in conjunction with The Western Union Company’s consolidated financial statements.
2. Restricted Net Assets
Certain assets of the Parent’s subsidiaries totaling approximately $340 million as of December 31, 2024 constitute
restricted net assets, as there are legal or regulatory limitations on transferring such assets outside of the countries where
the respective assets are located. Additionally, certain of the Parent’s subsidiaries must meet minimum capital requirements
in some countries in order to maintain operating licenses.
3. Related Party Transactions
The Parent enters into contracts with third-party vendors on behalf of its subsidiaries. Because the Parent is a holding
company, as noted above, these corporate costs are incurred by the Parent, and the expenses are then allocated to its
subsidiaries based primarily on the subsidiaries’ percentage of revenues compared to total revenues.
All transactions described below are with subsidiaries of the Parent. The Parent has issued multiple promissory notes
payable to its 100% owned subsidiary, First Financial Management Corporation, in exchange for funds distributed to the
Parent. All notes pay interest at a fixed rate, may be repaid at any time without penalty, and are included within Payable
to subsidiaries, net in the Condensed Balance Sheets. These promissory notes are as follows:
Amount
Interest Rate
Date Issued
(in millions)
Due Date
(per annum)
July 1, 2022(a)
$
170.4
March 31, 2025
2.21%
September 1, 2022(a)
$
70.3
May 31, 2025
2.88%
September 1, 2023(a)
$
93.7
May 31, 2026
5.07%
October 1, 2023(a)
$
290.1
June 30, 2026
5.12%
December 1, 2023(a)
$
245.2
August 31, 2026
5.30%
(a)
This note refinanced a note originally issued on a prior date.
The Parent files its United States federal consolidated income tax return and also a number of consolidated state
income tax returns on its and certain of its affiliates’ behalf. In these circumstances, the Parent is responsible for remitting
income tax payments on behalf of the consolidated group. The Parent’s provision for income taxes has been computed as
if it were a separate tax-paying entity. Accordingly, the Parent has recorded income taxes payable on behalf of certain of
its subsidiaries.
Excess cash generated from operations of the Parent’s subsidiaries that is not required to meet certain regulatory
requirements may be periodically distributed to the Parent in the form of a distribution, although the amounts of such
distributions may vary from year to year.
2024 Form 10-K
119
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
THE WESTERN UNION COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
4. Divestiture
On August 4, 2021, the Parent entered into an agreement to sell its Business Solutions business to Goldfinch Partners
LLC and The Baupost Group LLC (collectively, “the Buyer”) for cash consideration of $910.0 million. The sale was
completed in three closings, with the entire cash consideration collected at the first closing and allocated to the closings
on a relative fair value basis. The first closing occurred on March 1, 2022 and excluded the operations in the European
Union and the United Kingdom. The second closing occurred on December 31, 2022 and included the United Kingdom
operations. The final closing occurred on July 1, 2023 and included the European Union operations. The gain on the sale
from each closing was recognized by the Parent’s subsidiaries, and portions of the proceeds payable to the Parent’s
subsidiaries were settled by means of non-cash distributions by those subsidiaries.
5. Commitments, Contingencies, and Guarantees
The Parent had approximately $60 million in outstanding letters of credit and bank guarantees as of December 31,
2024 primarily held in connection with regulatory requirements, certain agent agreements, and the Parent’s guarantees of
its subsidiaries’ performance under these letters of credit and bank guarantees. The Parent has provided a guarantee to an
underwriter of a surety bond, payable in the event the Parent’s subsidiary defaults on its obligation, in the amount of
$213 million.
202 Form 10-K
4
120
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
THE WESTERN UNION COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
6. Leases
The Parent leases real properties primarily for use as administrative and sales offices, in addition to transportation and
other equipment. The Parent determines if a contract contains a lease arrangement at the inception of the contract. For
leases in which the Parent is the lessee, leases are classified as either finance or operating, with classification affecting the
pattern of expense recognition. Operating lease ROU assets are initially measured at the present value of lease payments
over the lease term plus initial direct costs, if any. If a lease does not provide a discount rate and the rate cannot be readily
determined, an incremental borrowing rate is used to determine the present value of future lease payments. Lease and
variable non-lease components within the Parent’s lease agreements are accounted for separately. The Parent has no
material leases in which the Parent is the lessor.
The Parent’s leasing arrangements are classified as operating leases, for which expense is recognized on a straight-
line basis. As of December 31, 2024 and 2023, the total ROU assets were $45.8 million and $54.5 million, respectively,
and lease liabilities were $73.4 million and $86.1 million, respectively. The ROU assets and operating lease liabilities
were included in Other assets and Other liabilities, respectively, in the Parent’s Condensed Balance Sheets. Cash paid for
operating lease liabilities is recorded as Cash flows from operating activities in the Parent’s Condensed Statements of Cash
Flows. Short-term and variable lease costs were not material for the years ended December 31, 2024, 2023, and 2022.
The Parent’s leases have remaining terms from less than 1 year to nearly 7 years. Certain of these leases contain
escalation provisions and/or renewal options, giving the Parent the right to extend the lease by up to 10 years. However,
these options are not reflected in the calculation of the ROU asset and lease liability due to uncertainty surrounding the
likelihood of renewal.
The following table summarizes the weighted-average lease term and discount rate for operating lease liabilities as of
December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Weighted-average remaining lease term (in years)
5.8
6.6
Weighted-average discount rate
5.7%
5.6%
The following table represents maturities of operating lease liabilities as of December 31, 2024 (in millions):
December 31, 2024
Due within 1 year
$
17.0
Due after 1 year through 2 years
14.4
Due after 2 years through 3 years
14.3
Due after 3 years through 4 years
13.2
Due after 4 years through 5 years
11.6
Due after 5 years
16.0
Total lease payments
86.5
Less imputed interest
(13.1)
Total operating lease liabilities
$
73.4
2024 Form 10-K
121
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of the Principal Executive Officer and Principal
Financial Officer, has evaluated the effectiveness of our controls and procedures related to our reporting and disclosure
obligations (as defined by Rules 13a-15(e) and 15d-15(e) within the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of December 31, 2024, which is the end of the period covered by this Annual Report on Form 10-K.
Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of
December 31, 2024, the disclosure controls and procedures were effective to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in the reports we file or submit under the Exchange Act, is
recorded, processed, summarized and reported, as applicable, within the time periods specified in the rules and forms of
the Securities and Exchange Commission, and are designed to ensure that information required to be disclosed by us in
the reports that we file or submit is accumulated and communicated to our management, including our Principal Executive
Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
Management’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 Accounting Firm, are set forth under Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes that occurred during our most recently completed fiscal quarter covered by this Annual Report
on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
During the three months ended December 31, 2024, none of the Company’s directors or executive officers adopted,
modified, or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities
intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1
trading arrangement, as defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
202 Form 10-K
4
122
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Except for the information required by this item with respect to our executive officers included in Item 1 of Part I of
this Annual Report on Form 10-K and our Code of Ethics, the information required by this Item 10 is incorporated herein
by reference to the discussion in “Proposal 1—Election of Directors,” “Board of Directors Information,” and “Corporate
Governance—Committees of the Board of Directors” of our definitive proxy statement for the 2025 annual meeting of
stockholders.
Insider Trading Policy
The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of its
securities by its directors, officers, and employees and has implemented processes for the Company that it believes are
reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing
standards. A copy of this insider trading policy is filed as Exhibit 19 to this Annual Report.
Code of Ethics
The Company’s Directors’ Code of Conduct, Code of Ethics for Senior Financial Officers, Reporting Procedure for
Accounting and Auditing Concerns, Attorneys’ Professional Conduct Policy, and the Code of Conduct are available
without charge through the “Corporate Governance” portion of the Company’s website, www.westernunion.com, or by
writing to the attention of: Investor Relations, The Western Union Company, 7001 East Belleview Avenue, Denver,
Colorado 80237. In the event of an amendment to, or a waiver from, the Company’s Code of Ethics for Senior Financial
Officers, the Company intends to post such information on its website, www.westernunion.com.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated herein by reference to the discussion in “Compensation
Discussion and Analysis,” “Executive Compensation,” “Compensation of Directors,” and “Compensation and Benefits
Committee Report” of our definitive proxy statement for the 2025 annual meeting of stockholders, provided that the
Compensation and Benefits Committee Report shall not be deemed filed in this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated herein by reference to the discussion in “Stock Beneficially
Owned by Directors, Executive Officers and Our Largest Stockholders,” and “Equity Compensation Plan Information” of
our definitive proxy statement for the 2025 annual meeting of stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated herein by reference to the discussion of “Corporate
Governance—Independence of Directors” and “Certain Transactions and Other Matters” of our definitive proxy statement
for the 2025 annual meeting of stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is incorporated herein by reference to the discussion in “Proposal 3—
Ratification of Selection of Auditors” of our definitive proxy statement for the 2025 annual meeting of stockholders.
2024 Form 10-K
123
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents 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.
Financial Statement Schedule (See Index to Consolidated Financial Statements in Item 8, Financial Statements
and Supplementary Data, of this Annual Report on Form 10-K);
3.
The exhibits listed in the “Exhibit Index” attached to this Annual Report on Form 10-K.
EXHIBIT INDEX
Exhibit
Number
Description
2.1
Separation and Distribution Agreement, dated as of September 29, 2006, between First Data Corporation and
The Western Union Company (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on
October 3, 2006 and incorporated herein by reference thereto).
3.1
Amended and Restated Certificate of Incorporation of The Western Union Company, as amended on May
12, 2023 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2023 and
incorporated herein by reference thereto).
3.2
Amended and Restated By-laws of The Western Union Company adopted on December 13, 2024 (filed as
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 17, 2024 and incorporated
herein by reference thereto).
4.1
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange
Act of 1934 (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 22, 2024
and incorporated herein by reference thereto).
4.2
Indenture, dated as of November 17, 2006, between The Western Union Company and Wells Fargo Bank,
National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
November 20, 2006 and incorporated herein by reference thereto).
4.3
Supplemental Indenture, dated as of September 6, 2007, among The Western Union Company and Wells Fargo
Bank, National Association, as trustee (filed as Exhibit 4.13 to the Company’s Annual Report on Form 10-K
filed on February 26, 2008 and incorporated herein by reference thereto).
4.4
Second Supplemental Indenture, dated as of May 3, 2019, between The Western Union Company and Wells
Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form
10-Q filed on May 7, 2019 and incorporated herein by reference thereto).
4.5
Form of 6.200% Note due 2036 (filed as Exhibit 4.14 to the Company’s Registration Statement on Form S-4
filed on December 22, 2006 and incorporated herein by reference thereto).
4.6
Form of 6.200% Note due 2040 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
June 21, 2010 and incorporated herein by reference thereto).
4.7
Form of 2.850% Note due 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
November 25, 2019 and incorporated herein by reference thereto).
202 Form 10-K
4
124
4.8
Form of 1.350% Note due 2026 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
March 10, 2021 and incorporated herein by reference thereto).
4.9
Form of 2.750% Note due 2031 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on
March 10, 2021 and incorporated herein by reference thereto).
10.1
Second Amended and Restated Credit Agreement, dated as of November 30, 2023, among The Western Union
Company, the banks named therein, as lenders, Citibank, N.A., Bank of America, N.A. and Wells Fargo Bank,
National Association, in their respective capacities as Issuing Lenders and in their respective capacities as
Swing Line Banks, Bank of America, N.A. and Wells Fargo Bank, National Association, as Syndication
Agents, Barclays Bank PLC, JPMorgan Chase Bank, N.A., and U.S. Bank National Association, as
Documentation Agents, and Citibank, N.A., as Administrative Agent for the banks thereunder (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on December 4, 2023 and incorporated herein by
reference thereto).
10.2
Delayed Draw Term Loan Credit Agreement, dated as of June 25, 2024, among The Western Union Company,
the banks named therein, as lenders, U.S. Bank National Association and Bank of China, Chicago Branch, as
Syndication Agents, Industrial and Commercial Bank of China Limited, New York Branch and State Bank of
India, New York Branch, as Documentation Agents, and Bank of America, N.A., as Administrative Agent for
the banks thereunder (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 28,
2024 and incorporated herein by reference thereto).
10.3
Form of Director Indemnification Agreement (filed as Exhibit 10.10 to Amendment No. 2 to the Company’s
Registration Statement on Form 10 (file no. 001-32903) (filed on August 28, 2006 and incorporated herein by
reference thereto).*
10.4
The Western Union Company Severance/Change in Control Policy (Executive Committee Level), as
Amended and Restated on July 19, 2023 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q filed on July 26, 2023 and incorporated herein by reference thereto).*
10.5
The Western Union Company 2024 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on May 22, 2024 and incorporated herein by reference thereto).*
10.6
The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, as Amended and
Restated Effective January 31, 2014 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K
filed on February 24, 2014 and incorporated herein by reference thereto).*
10.7
The Western Union Company Non-Employee Director Deferred Compensation Plan, as Amended and
Restated Effective December 31, 2008 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K
filed on February 19, 2009 and incorporated herein by reference thereto).*
10.8
The Western Union Company Senior Executive Performance Incentive Plan, Established February 20, 2019
(filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 21, 2019 and
incorporated herein by reference thereto).*
10.9
Form of Unrestricted Stock Unit Award Agreement Under The Western Union Company 2006 Non-Employee
Director Equity Compensation Plan, as Amended and Restated Effective February 17, 2009 (filed as Exhibit
10.15 to the Company’s Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by
reference thereto).*
10.10
Form of Unrestricted Stock Unit Award Agreement for Non-Employee Directors Residing in the United States
Under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan (filed as
Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2010 and incorporated herein
by reference thereto).*
2024 Form 10-K
125
10.11
Form of Bonus Stock 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).*
10.12
Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Residing in the United
States Under The Western Union Company 2006 Long-Term Incentive Plan (filed as Exhibit 10.47 to the
Company’s Annual Report on Form 10-K filed on February 24, 2014 and incorporated herein by reference
thereto).*
10.13
Form of Award Agreement Under The Western Union Company Senior Executive Performance Incentive
Plan**
10.14
The Western Union Company 2015 Long-Term Incentive Plan, as Amended and Restated on February 21,
2018 (filed as Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on February 22, 2018 and
incorporated herein by reference thereto).*
10.15
Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee Directors Under The Western Union
Company 2015 Long-Term Incentive Plan, Effective May 15, 2015 (filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed on July 30, 2015 and incorporated herein by reference thereto).*
10.16
Form of Nonqualified Stock Option Award Agreement for U.S. Non-Employee Directors Under The Western
Union Company 2015 Long-Term Incentive Plan, Effective May 15, 2015 (filed as Exhibit 10.3 to the
Company’s Quarterly Report on Form 10-Q filed on July 30, 2015 and incorporated herein by reference
thereto).*
10.17
The Western Union Company Supplemental Incentive Savings Plan, as Amended and Restated Effective
January 1, 2022 (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 24,
2022, and incorporated herein by reference thereto).*
10.18
Stipulated Order for Permanent Injunction and Final Judgment dated January 19, 2017 by and between The
Western Union Company and the United States Federal Trade Commission (filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed on January 20, 2017 and incorporated herein by reference
thereto).
10.19
Form of Restricted Stock Unit Award Agreement for U.S. Section 16 Officers under The Western Union
Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form
10-Q filed on August 1, 2019 and incorporated herein by reference thereto).*
10.20
Form of Financial Performance-Based Restricted Stock Unit Award Agreement for U.S. Section 16 Officers
under The Western Union Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q filed on August 1, 2019 and incorporated herein by reference thereto).*
10.21
Form of Restricted Stock Unit Award Agreement for Non-U.S. Section 16 Officers under The Western Union
Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form
10-Q filed on August 1, 2019 and incorporated herein by reference thereto).*
10.22
Form of Financial Performance-Based Restricted Stock Unit Award Agreement for Non-U.S. Section 16
Officers under The Western Union Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q filed on August 1, 2019 and incorporated herein by reference
thereto).*
202 Form 10-K
4
126
10.23
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors Under The Western Union
Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed on May 4, 2021 and incorporated herein by reference thereto).*
10.24
Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Residing in the United
States Under The Western Union Company 2015 Long-Term Incentive Plan (filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q filed on May 4, 2021 and incorporated herein by reference
thereto).*
10.25
Nonqualified Stock Option Grant Agreement for Devin B. McGranahan under The Western Union Company
2015 Long-Term Incentive Plan (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed
on February 24, 2022, and incorporated herein by reference thereto).*
10.26
Employment contract dated as of February 11, 2025, between Western Union Payment Services Ireland
Limited – Office Italy and Giovanni Angelini**
10.27
Form of Nonqualified Stock Option Award Agreement (U.S.) under The Western Union Company 2015 Long-
Term Incentive Plan (filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February
22, 2024 and incorporated herein by reference thereto).*
10.28
Form of Nonqualified Stock Option Award Agreement (Non-U.S.) under The Western Union Company
2015 Long-Term Incentive Plan (filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K filed
on February 22, 2024 and incorporated herein by reference thereto).*
10.29
Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors Under The Western
Union Company 2024 Long-Term Incentive Plan**
10.30
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors Under The Western Union
Company 2024 Long-Term Incentive Plan**
10.31
Form of Performance-Based Restricted Stock Unit Award Agreement under The Western Union Company
2024 Long-Term Incentive Plan**
10.32
Form of Restricted Stock Unit Award Agreement under The Western Union Company 2024 Long-Term
Incentive Plan**
10.33
Form of Nonqualified Stock Option Award Agreement under The Western Union Company 2024 Long-
Term Incentive Plan**
19
Insider Trading Policy**
21
Subsidiaries of The Western Union Company**
23
Consent of Independent Registered Public Accounting Firm**
31.1
Certification of Chief Executive Officer of The Western Union Company Pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934**
31.2
Certification of Chief Financial Officer of The Western Union Company Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934**
32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code***
97.0
The Western Union Company Dodd-Frank Clawback and Forfeiture Policy dated October 2, 2023 (filed as
Exhibit 10.38 to the Company's Annual Report on Form 10-K filed on February 22, 2024 and incorporated
herein by reference thereto).*
2024 Form 10-K
127
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document)**
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents**
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b)
of this report.
** Filed herewith.
*** Furnished herewith.
Item 16. Form 10-K Summary
None.
202 Form 10-K
4
128
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Western Union Company (Registrant)
February 20, 2025
By:
/s/ Devin B. McGranahan
Devin B. McGranahan
President and Chief Executive Officer
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 registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Devin B. McGranahan
President, Chief Executive Officer, and Director (Principal
February 20, 2025
Devin B. McGranahan
Executive Officer)
/s/ Matt Cagwin
Chief Financial Officer (Principal Financial Officer)
February 20, 2025
Matt Cagwin
/s/ Mark Hinsey
Chief Accounting Officer and Controller
February 20, 2025
Mark Hinsey
(Principal Accounting Officer)
/s/ Jeffrey A. Joerres
Non-Executive Chairman of the Board of Directors
February 20, 2025
Jeffrey A. Joerres
/s/ Julie Cameron-Doe
Director
February 20, 2025
Julie Cameron-Doe
/s/ Martin I. Cole
Director
February 20, 2025
Martin I. Cole
/s/ Suzette M. Deering
Director
February 20, 2025
Suzette M. Deering
/s/ Betsy D. Holden
Director
February 20, 2025
Betsy D. Holden
/s/ Michael A. Miles, Jr.
Director
February 20, 2025
Michael A. Miles, Jr.
/s/ Timothy P. Murphy
Director
February 20, 2025
Timothy P. Murphy
/s/ Jan Siegmund
Director
February 20, 2025
Jan Siegmund
/s/ Angela A. Sun
Director
February 20, 2025
Angela A. Sun
/s/ Solomon D. Trujillo
Director
February 20, 2025
Solomon D. Trujillo
(This page intentionally left blank.)
2024
President, Europe, Africa, and MEPA
Corporate Information
Corporate Headquarters
7001 East Belleview Avenue, Denver, CO 80237
+1-720-332-1000
+1-866-405-5012
Transfer Agent and Registrar
Stockholders with questions concerning their stock holdings or
dividends or with address changes should contact:
EQ Shareowner Services
PO Box 64874
St Paul MN 55164-0874
www.shareowneronline.com
Overnight Mail:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
Shareowner Relations Phone Numbers:
+1-651-450-4064
+1-800-468-9716
Trademarks, Service Marks and Trade Names
The Western Union names, logos and related trademarks and service
marks, owned by Western Union Holdings, Inc., are registered and/
or used in the U.S. and many foreign countries. All other trademarks,
service marks, logos and trade names referenced in this material are the
property of their respective owners.
Company Stock Performance
Prepared by Zacks Investment Research, Inc. Used with permission.
All rights reserved. Copyright 1980-202 .
Index Data: Copyright Standard and Poor’s, Inc. Used with
permission. All rights reserved.
Corporate Governance
To review the Company’s corporate governance guidelines, Board committee
charters and codes of business conduct and ethics, please visit the
“Corporate Governance” section on the “Investor Relations” page of our
website at www.westernunion.com.
Independent Registered Public Accounting Firm
Ernst & Young LLP
370 17th Street, Suite 4800
Denver, CO 80202
Financial Information and Reports
The Company routinely issues press releases and quarterly and annual
financial reports. To receive this information please write the Company
at: Western Union, Investor Relations, 7001 East Belleview Avenue
HQ-11, Denver, CO 80237, call +1-866-405-5012 or vi sit the “Investor
Relations” section of our website at www.westernunion.com. A copy of
The Western Union Company 2024 Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission wi ll be furnished to
stockholders without charge (except charges for providing exhibits) upon
request to the Company. Analysts and investors seeking additional
information about the Company can contact the Investor Relations
Department at +1-866-405-5012. For more information about The
Western Union Company, please visit the Company’s website at
www.westernunion.com.
Shareholders of Record
There were
stockholders of record as of March 18, 2025.
Annual Meeting
The annual meeting of stockholders of The Western Union Company
(“Annual Meeting”) will be held on Thursday, May 15, 2025 at 8:00 a.m.
Mountain Time.
5
2,694
The following graph shows the five-year comparison of cumulative total
shareholder return, calculated on a dividend reinvested basis, for (i) our
common stock, (ii) the Standard & Poor’s Composite – 500 Stock Index (the
“S&P 500 Index”), (iii) the Standard & Poor’s Composite – 500 Financials
Index (the “S&P 500 Financials Index”), an independently prepared index that
includes companies in the financial services industry, and (iv) the Standard &
Poor’s Composite – 400 Stock Index (the “S&P 400 Index”). Pursuant to rules
of the U.S. Securities and Exchange Commission, the comparison assumes
$100 was invested on December 31, 2019 in our common stock and in each
of the indices. Data points on the graph are annual. Historic stock price
performance is not necessarily indicative of future stock price performance.
sit the “Investor
tor Relations
ll be furnished to
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