Western Union CO 10-K

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 3,099 stockholders of record as of February 16, 2021. 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. The following table sets forth stock repurchases for each of the three months of the quarter ended December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Plans or Programs (b) Programs (in millions) October 1 - 31 37,676 ​ $ 21.90 — ​ $ 782.6 November 1 - 30 31,005 ​ $ 20.59 — ​ $ 782.6 December 1 - 31 9,780 ​ $ 21.71 — ​ $ 782.6 Total 78,461 ​ $ 21.36 — ​ (a) These amounts represent both shares authorized by the 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. For the three months ended December 31, 2020, there were no share repurchases under a publicly announced authorization. (b) On February 28, 2019, our Board of Directors authorized $1.0 billion of common stock repurchases through December 31, 2021, of which $782.6 million remained available as of December 31, 2020. In certain instances, management has historically 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. Refer to Part II, Item 8, Financial Statements and Supplementary Data , Note 17, 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 Policy and Share Repurchases During 2020, the Board of Directors declared quarterly cash dividends of $0.225 per common share payable on December 31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020. During 2019, the Board of Directors declared quarterly cash dividends of $0.20 per common share payable on December 31, 2019, September 30, 2019, June 28, 2019, and March 29, 2019. 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 be dependent 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, which we have elected to pay in periodic installments through 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 . These payments will adversely affect our cash flow and liquidity and may adversely affect future share repurchases. During the first quarter of 2020, we temporarily paused and did not resume share repurchases under a publicly announced authorization through December 31, 2020. 47 Table of Contents On February 10, 2021, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable on March 31, 2021. Item 6. Selected Financial Data None. Discussion was omitted pursuant to SEC Release 33-10890. ​ ​ ​ ​ 48 Table of Contents