1273931--3/15/2010--MONEYGRAM_INTERNATIONAL

related topics

{financial, litigation, operation}

{system, service, information}

{condition, economic, financial}

{competitive, industry, competition}

{operation, international, foreign}

{provision, law, control}

{stock, price, share}

{capital, credit, financial}

{control, financial, internal}

{personnel, key, retain}

{product, market, service}

{property, intellectual, protect}

{investment, property, distribution}

{regulation, change, law}

{acquisition, growth, future}

{cost, operation, labor}

Our recapitalization significantly diluted the interests of the common stockholders and grants other important rights to the Investors. Sustained financial market illiquidity could adversely affect our business, financial condition and results of operations. Continued weakness in economic conditions, in both the United States and global markets, could adversely affect our business, financial condition and results of operations. A material slow down or complete disruption in international migration patterns could adversely affect our business, financial condition and results of operations. If we lose key agents or are unable to maintain our Global Funds Transfer agent or biller networks, our business and results of operations could be adversely affected. Litigation or investigations involving MoneyGram or our agents, which could result in material settlements, fines or penalties, may adversely affect our business, financial condition and results of operations. We face credit risks from our retail agents and official check financial institution customers. We face fraud risks that could adversely affect our business, financial condition and results of operations. An inability of the Company or its agents to maintain adequate banking relationships may adversely affect our business, financial condition and results of operations. We may be unable to operate our official check and money order businesses profitably as a result of historically low interest rates and our revised pricing strategies. Failure to maintain sufficient capital could adversely affect our business, financial condition and results of operations. Failure to attract and retain key employees could have a material adverse effect on our business, financial condition and results of operations. If we fail to successfully develop and timely introduce new and enhanced products and services or we make substantial investments in an unsuccessful new product, service or infrastructure change, our business, prospects, financial condition and results of operations could be adversely affected. If we are unable to adequately protect our brand and the intellectual property rights related to our existing and any new or enhanced products and services, or if we are unable to avoid infringing on the rights of others, our business, prospects, financial condition and results of operations could be adversely affected. We face intense competition, and if we are unable to continue to compete effectively, our business, financial condition and results of operations would be adversely affected. MoneyGram and our agents are subject to a number of risks relating to United States and international regulatory requirements which could result in material settlements, fines or penalties or changes in our or their business operations that may adversely affect our business, financial condition and results of operations. We conduct money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, are subject to certain OFAC restrictions. A material breach of security of our systems could adversely affect our business. Our business is particularly dependent on the efficient and uninterrupted operation of our computer network systems and data centers. If we are unable to effectively operate and scale our technology to match our business growth, our business, financial condition and results of operations could be adversely affected. The operation of retail locations and acquisition or start-up of businesses create risks and may adversely affect our operating results. There are a number of risks associated with our international sales and operations that could adversely affect our business. Unfavorable outcomes of tax positions we take could adversely affect our tax expense. Because we may be deemed to be a subsidiary of a financial holding company under the Bank Holding Company Act, we may be limited in our ability to engage in other businesses. Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business. We have significant overhang of salable convertible preferred stock relative to float. An agreement among the Investors and Walmart could prevent an acquisition of the Company. Our capital structure, charter documents, and Delaware law could delay or prevent an acquisition of the Company, which could inhibit your ability to receive a premium on your investment from a possible sale of the Company.

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1273931--3/15/2010--MONEYGRAM_INTERNATIONAL_INC