ISS PROXY ADVISORY SERVICES ISS QuickScore Meeting Type: Annual Meeting Date: 30 May 2013 The Western Union GOVERNANCE Record Date: 1 April 2013 Meeting ID: 795284 New York Stock Exchange: WU Company 7 Index: S&P 500 Sector: Data Processing and Outsourced Services GICS: 45102020 Key Takeaways Scores indicate decile rank relative to index or region. A decile Primary Contacts While performance concerns remain, CEO pay appropriately declined amid poor score of 1 indicates Sean Quinn lower governance risk, David Kokell – Compensation performance in 2012. while a 10 indicates Limor Weizmann – E&S higher governance risk. Equity awards for FY2012 feature cut-back reward provisions, in addition to the [email protected] original performance conditions. Lower reward opportunities will be triggered unless the company's TSR performance meets the S&P500 Index's returns, and avoid further stock price decline – these appear appropriate in light of current TSR underperformance. However, shareholders are advised to monitor the efficacy of this new design structure, to ensure grants under the program do not further inflate pay. Policy: United States Agenda & Recommendations Incorporated: Delaware, USA Item Code Proposal Board Rec. ISS Rec. MANAGEMENT PROPOSALS 1 M0201 Elect Director Dinyar S. Devitre FOR FOR 2 M0201 Elect Director Betsy D. Holden FOR FOR 3 M0201 Elect Director Wulf von Schimmelmann FOR FOR 4 M0201 Elect Director Solomon D. Trujillo FOR FOR 5 M0550 Advisory Vote to Ratify Named Executive Officers' Compensation FOR FOR 6 M0101 Ratify Auditors FOR FOR 7 M0620 Provide Right to Call Special Meeting FOR FOR SHAREHOLDER PROPOSALS 8 S0809 Require Consistency with Corporate Values and Report on Political AGAINST AGAINST Contributions Shaded areas indicate recommendations against board Items deserving attention due to contentious issues or controversy Report Contents Financial Highlights 3 Vote Results 9 Corporate Governance Profile 4 Meeting Agenda and Proposals 10 Board Profile 5 Equity Ownership Profile 25 Compensation Profile 6 Additional Information 25 Governance QuickScore 8 © 2013 Institutional Shareholder Services Inc. All Rights Reserved. The Western Union Company (WU) Meeting Date: 30 May 2013 POLICY: United States Meeting ID: 795284 Material Company Updates Item Summary Proxy Access At the 2012 annual meeting, a shareholder proposal to implement proxy access at the company received 33.5 percent support from holders of votes cast FOR and AGAINST. The binding proposal would have enabled holders of 1 percent of the company's outstanding shares for one year or more to nominate up to 25 percent of the board in each election. On March 6, 2013, the board amended the company's bylaws to allow holders of 3 percent of the company's shares for three years to nominate up to 20 percent of the board. The 20 percent limit includes nominees submitted under this proxy access right that were either later withdrawn or that the board subsequently included as board-sponsored candidates. This access right may not be used by investors with a control intent, nor may it be used by those initiating a proxy contest at the company. Likewise, investors circulating a different proxy card are precluded from using proxy access. Investors seeking to nominate board candidates under this new policy are subject to certain disclosure and procedural requirements. Board Declassification At the 2012 annual meeting, a board-sponsored proposal to declassify the board was approved by holders of 99.9 percent of votes cast FOR and AGAINST. As such, directors elected at the annual meeting will stand for one-year terms. Directors elected at the 2012 and 2011 annual meetings will serve the remainder of their terms such that beginning with the 2015 annual meeting, all directors will stand for election annually. Board Update Solomon D. Trujillo was appointed to the company’s board effective July 20, 2012. He served as CEO and director of Telstra Corporation Ltd. (Australia) from July 2005 to June 2009. Mr. Trujillo is a director of Target Corp., WPP plc, and ProAmerica Bank. ISS PROXY ADVISORY SERVICES Publication Date: 13 May 2013 Page 2 The Western Union Company (WU) Meeting Date: 30 May 2013 POLICY: United States Meeting ID: 795284 Financial Highlights Company Description: The Western Union Company provides money movement and payment services worldwide. The company operates in three segments: Consumer-to-Consumer, Consumer-to-Business, and Business Solutions. The Consumer-to-Consumer segment offers cash money transfer services involving walk-in agent locations. STOCK PERFORMANCE TOTAL SHAREHOLDER RETURNS 1 Yr 3 Yr 5 Yr 100% Company TSR (%) -23.49 -8.54 -9.79 GICS 4510 TSR (%) 14.88 14.56 3.62 50% S&P500 TSR (%) 16.00 10.87 1.66 Source: Compustat. As of last day of company FY end month: 12/31/2012 0% COMPANY SNAPSHOT Market Cap (M) 8,338.1 -50% Closing Price 14.66 Annual Dividend 0.45 -100% 52-Week High 19.14 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 52-Week Low 11.93 The Western Union Company Shares Outstanding (M) 568.77 MSCI ACWI: IT Services (GICS: 451020) Average daily trading volume (prior mo) 9,045.45 S&P 500 As of April 1, 2013 (All currency in USD) FINANCIAL & OPERATIONAL PERFORMANCE Historical Performance (FY) Compared to Peers – 2012 All currency in USD 2008 2009 2010 2011 2012 IVZ FIS FISV NTRS AMP Earnings Invesco Fidelity Fiserv, Inc. Northern Ameriprise Ltd. National Trust Financial, Information Corporation Inc. Services, Inc. Revenue (M) 5,282 5,084 5,193 5,491 5,665 4,177 5,808 4,482 4,194 10,263 Net Income (M) 919 849 910 1,165 1,026 677 461 611 687 1,029 EBITDA (M) 1,582 1,508 1,536 1,650 1,619 1,008 1,629 1,423 2,171 1,784 EPS (USD) 1.26 1.21 1.37 1.85 1.70 1.50 1.85 4.40 2.82 4.71 EPS Y/Y Growth (%) 12 -4 13 35 -8 -5 13 28 14 0 Profitability Net Margin (%) 24 22 22 23 21 21 14 20 24 12 EBITDA Margin (%) 30 30 30 30 29 24 28 32 52 17 Return on Equity (%) 240 156 130 109 8 8 18 9 11 Return on Assets (%) 17 12 12 13 11 4 4 7 1 1 ROIC (%) 36 25 29 28 22 5 5 9 6 6 Liquidity Debt/Assets 56 42 42 40 43 29 32 38 6 6 Debt/Equity -38,809 862 565 400 428 61 66 95 79 87 Cash Flows Operating (M) 1,254 1,218 994 1,175 1,185 819 1,047 865 814 1,505 Investing (M) -454 -324 -65 -1,360 -258 -82 -23 -138 1,628 4,417 Financing (M) -1,298 -504 -458 -601 -522 -646 -921 -706 -3,073 -6,342 Net Change (M) -498 390 472 -787 406 108 102 21 -563 -410 Valuation & Performance Price/Earnings 11.40 15.60 13.60 9.90 8.00 17.40 18.80 18.00 17.80 13.30 Annual TSR (%) -40.77 31.87 -0.03 0.01 -23.49 33.42 34.09 34.54 29.65 29.50 Source: Compustat. Note: Compustat standardizes financial data to allow for accurate comparison across companies and industries. Compustat data may differ from companies' disclosed financials. See www.issgovernance.com/policy/CompanyFinancialsFAQ for more information. Peers used in Financial Highlights represent closest industry peers drawn from those peers used in ISS’ pay-for-performance analysis. ISS PROXY ADVISORY SERVICES Publication Date: 13 May 2013 Page 3 The Western Union Company (WU) Meeting Date: 30 May 2013 POLICY: United States Meeting ID: 795284 Corporate Governance Profile BOARD & COMMITTEE SUMMARY SHAREHOLDER RIGHTS SUMMARY Independence Members Meetings Full Board 90% 10 9 Controlled Company? No Classified Board In process of Audit 100% 5 12 declassifying Compensation 100% 5 6 Dual-class stock No Nomination 100% 5 7 Vote standard for mergers/acquisitions 50.01 Vote standard for charter/bylaw 50.01 amendment Chairman classification Independent Shareholder right to call special No right Outsider meetings Separate chair/CEO Yes Material restrictions on right to call N/A Independent lead director N/A special meetings Voting Standard Majority Shareholder right to act by written No Plurality carveout for contested elections True consent Resignation policy Yes Cumulative voting No Total director ownership (000 shares) 2,604 Board authorized to issue blank-check Yes Total director ownership (%) N/A preferred stock Poison pill No Percentage of directors owning stock 100% Number of directors attending < 75% of 0 meetings Number of directors on excessive number 0 of outside boards Average director age 62 years Average director tenure 5 years % of women on board 20% ISS PROXY ADVISORY SERVICES Publication Date: 13 May 2013 Page 4 The Western Union Company (WU) Meeting Date: 30 May 2013 POLICY: United States Meeting ID: 795284 Board Profile Director Independence & Affiliations EXECUTIVE DIRECTORS On Name Affiliation Independence Attend Gen- Age Tenure Term Outside Key Committees Ballot Classification <75% der Ends Company ISS Boards CEO Audit Comp Nom Gov Non- Hikmet Ersek CEO Insider M 52 3 2014 0 Independent NON-EXECUTIVE DIRECTORS On Name Affiliation Independence Attend Gen- Age Tenure Term Outside Key Committees Ballot Classification <75% der Ends Company ISS Boards CEO Audit Comp Nom Gov Jack M. Independent Chair Independent M 70 7 2014 4 Greenberg Outsider Dinyar S. Independent Independent M 65 7 2014 2 F C C Devitre Outsider Linda Fayne Independent Independent F 71 7 2014 4 M M M Levinson Outsider Richard A. Independent Independent M 64 1 2015 1 C F M Goodman Outsider Independent Betsy D. Holden Independent F 57 7 2014 2 C M M Outsider Roberto G.