ウエスタンユニオンの四半期報告

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2025



☐	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 (State or Other Jurisdiction of Incorporation or Organization)		20-4531180 (I.R.S. Employer Identification No.)
	7001 EAST BELLEVIEW AVENUE Denver, Colorado 80237 (Address of principal executive offices)

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

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 (§ 232.405 of this chapter) 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 is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of October 17, 2025, 317,844,905 shares of the registrant’s common stock were outstanding.

Table of Contents

THE WESTERN UNION COMPANY

INDEX


		PAGE NUMBER
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024	3

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024	4

	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6

	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024	8

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	46

	Review Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	47

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults Upon Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	48

Item 6.	Exhibits	49

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in millions, except per share amounts)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenues	$	1,032.6		$	1,036.0		$	3,042.3		$	3,151.5
Expenses:
Cost of services		643.2			653.6			1,905.2			1,958.8
Selling, general, and administrative		187.5			217.5			565.1			645.0
Total expenses		830.7			871.1			2,470.3			2,603.8
Operating income		201.9			164.9			572.0			547.7
Other income/(expense):
Interest income		2.4			2.8			5.9			9.6
Interest expense		(37.0	)		(32.2	)		(106.3	)		(89.4	)
Other income, net		0.3			0.2			3.0			3.0
Total other expense, net		(34.3	)		(29.2	)		(97.4	)		(76.8	)
Income before income taxes		167.6			135.7			474.6			470.9
Provision for/(benefit from) income taxes (Note 12)		28.0			(129.1	)		89.4			(77.6	)
Net income	$	139.6		$	264.8		$	385.2		$	548.5
Earnings per share:
Basic	$	0.43		$	0.78		$	1.17		$	1.61
Diluted	$	0.43		$	0.78		$	1.17		$	1.61
Weighted-average shares outstanding:
Basic		322.1			338.3			329.5			340.5
Diluted		322.8			339.5			330.5			341.6

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Net income	$	139.6		$	264.8		$	385.2		$	548.5
Other comprehensive income, net of reclassifications and tax (Note 9):
Unrealized gains on investment securities		12.1			33.7			32.3			27.9
Unrealized gains/(losses) on hedging activities		10.9			(14.4	)		(53.9	)		(3.4	)
Foreign currency translation adjustments		(1.9	)		1.3			5.9			1.3
Total other comprehensive income/(loss)		21.1			20.6			(15.7	)		25.8
Comprehensive income	$	160.7		$	285.4		$	369.5		$	574.3

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except per share amounts)


	September 30,			December 31,
	2025			2024
Assets
Cash and cash equivalents	$	947.8		$	1,474.0
Settlement assets		3,267.5			3,360.8
Property and equipment, net of accumulated depreciation of $468.2 and $454.9, respectively		79.3			84.2
Goodwill		2,087.5			2,059.6
Other intangible assets, net of accumulated amortization of $629.4 and $599.0, respectively		362.9			315.4
Deferred tax asset, net		238.5			265.0
Other assets		800.5			811.5
Total assets	$	7,784.0		$	8,370.5
Liabilities and stockholders' equity
Liabilities:
Accounts payable and accrued liabilities	$	429.7		$	407.9
Settlement obligations		3,267.5			3,360.8
Income taxes payable		54.9			272.2
Deferred tax liability, net		160.6			155.6
Borrowings		2,592.2			2,940.8
Other liabilities		353.7			264.3
Total liabilities		6,858.6			7,401.6

Commitments and contingencies (Note 6)

Stockholders' equity:
Preferred stock, $1.00 par value; 10 shares authorized; no shares issued		—			—
Common stock, $0.01 par value; 2,000 shares authorized; 318.5 shares and 337.9 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		3.2			3.4
Capital surplus		1,102.8			1,070.8
Retained earnings/(accumulated deficit)		(24.4	)		35.2
Accumulated other comprehensive loss		(156.2	)		(140.5	)
Total stockholders' equity		925.4			968.9
Total liabilities and stockholders' equity	$	7,784.0		$	8,370.5

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)


	Nine Months Ended
	September 30,
	2025			2024
Cash flows from operating activities
Net income	$	385.2		$	548.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		26.8			27.6
Amortization		96.6			108.1
Other non-cash items, net		123.5			89.3
Increase/(decrease) in cash, excluding the effects of acquisitions, resulting from changes in:
Other assets		1.7			(55.8	)
Accounts payable and accrued liabilities		(15.5	)		(34.0	)
Income taxes payable		(212.9	)		(403.2	)
Other liabilities		2.9			(8.2	)
Net cash provided by operating activities		408.3			272.3
Cash flows from investing activities
Payments for capitalized contract costs		(20.2	)		(9.7	)
Payments for internal use software		(61.9	)		(59.0	)
Purchases of property and equipment		(18.6	)		(23.1	)
Purchases of settlement investments		(230.7	)		(336.3	)
Proceeds from the sale of settlement investments		75.3			176.6
Maturities of settlement investments		78.1			142.2
Other investing activities		(25.0	)		(24.8	)
Net cash used in investing activities		(203.0	)		(134.1	)
Cash flows from financing activities
Cash dividends and dividend equivalents paid (Note 9)		(234.6	)		(241.9	)
Common stock repurchased (Note 9)		(208.5	)		(182.5	)
Net proceeds from commercial paper		100.0			80.1
Net proceeds from credit facility borrowings		35.9			—
Principal payments on borrowings		(500.0	)		—
Net change in settlement obligations		(129.5	)		(151.3	)
Other financing activities		(0.1	)		(1.2	)
Net cash used in financing activities		(936.8	)		(496.8	)
Net change in cash and cash equivalents, including settlement, and restricted cash		(731.5	)		(358.6	)
Cash and cash equivalents, including settlement, and restricted cash at beginning of period		2,106.9			1,786.2
Cash and cash equivalents, including settlement, and restricted cash at end of period	$	1,375.4		$	1,427.6

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

SUPPLEMENTAL CASH FLOW INFORMATION

(Unaudited)

(in millions)


	September 30,
	2025		2024
Reconciliation of balance sheet cash and cash equivalents to cash flows:
Cash and cash equivalents on balance sheet	$	947.8	$	1,097.6
Settlement cash and cash equivalents (Note 8)		424.8		327.2
Restricted cash in Other assets		2.8		2.8
Cash and cash equivalents, including settlement, and restricted cash at end of period	$	1,375.4	$	1,427.6

	Nine Months Ended
	September 30,
	2025		2024
Supplemental cash flow information:
Interest paid	$	96.3	$	82.9
Income taxes paid	$	278.1	$	321.7

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in millions)


									Retained			Accumulated
									Earnings/			Other			Total
	Common Stock						Capital		(Accumulated			Comprehensive			Stockholders'
	Shares			Amount			Surplus		Deficit)			Loss			Equity
Balance, December 31, 2024		337.9		$	3.4		$	1,070.8	$	35.2		$	(140.5	)	$	968.9
Net income		—			—			—		123.5			—			123.5
Stock-based compensation		—			—			10.6		—			—			10.6
Common stock dividends and dividend equivalents declared ($0.235 per share)		—			—			—		(80.5	)		—			(80.5	)
Repurchase and retirement of common shares		(7.5	)		(0.1	)		—		(81.6	)		—			(81.7	)
Shares issued under stock-based compensation plans		1.7			—			—		—			—			—
Other comprehensive loss (Note 9)		—			—			—		—			(1.4	)		(1.4	)
Balance, March 31, 2025		332.1			3.3			1,081.4		(3.4	)		(141.9	)		939.4
Net income		—			—			—		122.1			—			122.1
Stock-based compensation		—			—			11.5		—			—			11.5
Common stock dividends and dividend equivalents declared ($0.235 per share)		—			—			—		(77.5	)		—			(77.5	)
Repurchase and retirement of common shares		(8.0	)		(0.1	)		—		(76.4	)		—			(76.5	)
Shares issued under stock-based compensation plans		0.2			—			—		—			—			—
Other comprehensive loss (Note 9)		—			—			—		—			(35.4	)		(35.4	)
Balance, June 30, 2025		324.3			3.2			1,092.9		(35.2	)		(177.3	)		883.6
Net income		—			—			—		139.6			—			139.6
Stock-based compensation		—			—			9.9		—			—			9.9
Common stock dividends and dividend equivalents declared ($0.235 per share)		—			—			—		(77.7	)		—			(77.7	)
Repurchase and retirement of common shares		(6.0	)		—			—		(51.1	)		—			(51.1	)
Shares issued under stock-based compensation plans		0.2			—			—		—			—			—
Other comprehensive income (Note 9)		—			—			—		—			21.1			21.1
Balance, September 30, 2025		318.5		$	3.2		$	1,102.8	$	(24.4	)	$	(156.2	)	$	925.4

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												Accumulated
												Other			Total
	Common Stock						Capital		Accumulated			Comprehensive			Stockholders'
	Shares			Amount			Surplus		Deficit			Loss			Equity
Balance, December 31, 2023		350.5		$	3.5		$	1,031.9	$	(389.1	)	$	(167.3	)	$	479.0
Net income		—			—			—		142.7			—			142.7
Stock-based compensation		—			—			8.7		—			—			8.7
Common stock dividends and dividend equivalents declared ($0.235 per share)		—			—			—		(81.9	)		—			(81.9	)
Repurchase and retirement of common shares		(12.3	)		(0.1	)		—		(156.7	)		—			(156.8	)
Shares issued under stock-based compensation plans		1.4			—			—		—			—			—
Other comprehensive income (Note 9)		—			—			—		—			6.2			6.2
Balance, March 31, 2024		339.6			3.4			1,040.6		(485.0	)		(161.1	)		397.9
Net income		—			—			—		141.0			—			141.0
Stock-based compensation		—			—			10.2		—			—			10.2
Common stock dividends and dividend equivalents declared ($0.235 per share)		—			—			—		(80.4	)		—			(80.4	)
Repurchase and retirement of common shares		(2.0	)		—			—		(26.9	)		—			(26.9	)
Shares issued under stock-based compensation plans		0.2			—			—		—			—			—
Other comprehensive loss (Note 9)		—			—			—		—			(1.0	)		(1.0	)
Balance, June 30, 2024		337.8			3.4			1,050.8		(451.3	)		(162.1	)		440.8
Net income		—			—			—		264.8			—			264.8
Stock-based compensation		—			—			9.5		—			—			9.5
Common stock dividends and dividend equivalents declared ($0.235 per share)		—			—			—		(81.3	)		—			(81.3	)
Repurchase and retirement of common shares		(0.1	)		—			—		(1.7	)		—			(1.7	)
Shares issued under stock-based compensation plans		0.1			—			—		—			—			—
Other comprehensive income (Note 9)		—			—			—		—			20.6			20.6
Balance, September 30, 2024		337.8		$	3.4		$	1,060.3	$	(269.5	)	$	(141.5	)	$	652.7

See Notes to Condensed Consolidated Financial Statements.

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Basis of PresentationBusiness

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 the Company's or its third-party digital partners' websites and mobile applications marketed under the Company’s brands (“Branded Digital”). 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, travel money services, media network, prepaid cards, lending partnerships, and digital wallets.

See Note 14 for further information regarding the Company’s segments.

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 accompanying condensed consolidated financial statements are unaudited and were prepared in accordance with the instructions for Form 10‑Q and Article 10 of Regulation S-X. In compliance with those instructions, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted.

The unaudited condensed consolidated financial statements in this quarterly report are presented on a consolidated basis and include the accounts of the Company and its majority-owned subsidiaries. Results of operations and cash flows for the interim periods are not necessarily indicative of the results that may be expected for the entire year. All significant intercompany transactions and accounts have been eliminated as of September 30, 2025 and December 31, 2024 and for all periods presented.

In the opinion of management, these condensed consolidated financial statements include all the normal recurring adjustments necessary to fairly present the Company’s condensed consolidated results of operations, financial position, and cash flows as of September 30, 2025 and for all periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements within the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024.

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Consistent with industry practice, the accompanying Condensed 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 to pay settlement obligations in long-term investment securities.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

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 14 for additional information and the related disclosures.

Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (the “FASB”) 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 in the process of preparing to comply with the new disclosure requirements.

In November 2024, the FASB 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.

In September 2025, the FASB issued a new accounting pronouncement regarding accounting for internal-use software costs. The standard requires that entities capitalize software costs when management has authorized and is committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended, referred to as the “probable-to-complete recognition threshold.” In evaluating the probable-to-complete recognition threshold, public entities are required to consider whether there is significant uncertainty associated with the software development activities. The Company is required to adopt the new standard for annual and interim periods beginning after December 15, 2027. Management is currently evaluating the potential impact that the adoption of this standard will have on the Company's results of operations, financial position, and disclosures.

2. 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 consumer services, for which revenue is impacted by similar factors.

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company analyzes its different services individually to determine the appropriate basis for revenue recognition. For additional information on the Company's different services, refer to the Company’s consolidated financial statements within the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024.

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. See Note 14 for further information on the Company’s segments.

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 three and nine months ended September 30, 2025 and 2024 (in millions). The regional split of revenue shown in the tables below is based upon where transactions are initiated.


	Three Months Ended September 30, 2025
	Consumer
	Money		Consumer
	Transfer		Services		Total
Regions:
North America	$	315.0	$	38.3	$	353.3
Europe and CIS		255.1		49.8		304.9
Middle East, Africa, and South Asia		134.4		—		134.4
Latin America and the Caribbean		94.2		50.5		144.7
Asia Pacific		48.0		—		48.0
Revenues from contracts with customers	$	846.7	$	138.6	$	985.3
Other revenues (a)		31.3		16.0		47.3
Total revenues	$	878.0	$	154.6	$	1,032.6


	Three Months Ended September 30, 2024
	Consumer
	Money		Consumer
	Transfer		Services		Total
Regions:
North America	$	359.1	$	36.2	$	395.3
Europe and CIS		241.5		14.6		256.1
Middle East, Africa, and South Asia		151.0		0.1		151.1
Latin America and the Caribbean		103.1		36.0		139.1
Asia Pacific		51.8		—		51.8
Revenues from contracts with customers	$	906.5	$	86.9	$	993.4
Other revenues (a)		25.7		16.9		42.6
Total revenues	$	932.2	$	103.8	$	1,036.0

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30, 2025
	Consumer
	Money		Consumer
	Transfer		Services		Total
Regions:
North America	$	979.5	$	112.8	$	1,092.3
Europe and CIS		737.8		93.7		831.5
Middle East, Africa, and South Asia		411.4		0.2		411.6
Latin America and the Caribbean		280.9		146.4		427.3
Asia Pacific		144.9		—		144.9
Revenues from contracts with customers	$	2,554.5	$	353.1	$	2,907.6
Other revenues (a)		81.4		53.3		134.7
Total revenues	$	2,635.9	$	406.4	$	3,042.3


	Nine Months Ended September 30, 2024
	Consumer
	Money		Consumer
	Transfer		Services		Total
Regions:
North America	$	1,089.9	$	112.8	$	1,202.7
Europe and CIS		699.8		36.0		735.8
Middle East, Africa, and South Asia		511.8		0.3		512.1
Latin America and the Caribbean		318.2		89.5		407.7
Asia Pacific		151.5		—		151.5
Revenues from contracts with customers	$	2,771.2	$	238.6	$	3,009.8
Other revenues (a)		88.0		53.7		141.7
Total revenues	$	2,859.2	$	292.3	$	3,151.5

________________________________________

(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.

3. Earnings Per Share

The calculation of basic earnings per share is computed by dividing net income 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 17.1 million and 11.3 million for the three months ended September 30, 2025 and 2024, respectively, and 16.1 million and 11.7 million for the nine months ended September 30, 2025 and 2024, 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 the Company's average share price during the periods.

The following table provides the calculation of diluted weighted-average shares outstanding (in millions):

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THE WESTERN UNION COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Basic weighted-average shares outstanding		322.1		338.3		329.5		340.5
Common stock equivalents		0.7		1.2		1.0		1.1
Diluted weighted-average shares outstanding		322.8		339.5		330.5		341.6

4. Acquisitions

Eurochange Limited

On April 7, 2025, the Company acquired the entire share capital of Eurochange Limited (“Eurochange”). The acquisition of Eurochange better enables the Company to deliver accessible financial services to consumers by expanding its travel money services and owned locations in the United Kingdom. Eurochange primarily provides travel money services through a network of owned locations, agent locations, kiosks, and online platforms.

International Money Express, Inc.

On August 10, 2025, the Company entered into an agreement to purchase the entire share capital of International Money Express, Inc. (“Intermex”) for approximately $500 million in cash. This transaction is expected to close in mid- 2026 subject to Intermex stockholder and customary regulatory approvals. Intermex is a leading omnichannel money transfer provider, focused primarily on the United States to Latin America and the Caribbean corridors, through a network of agent retail locations, Intermex-operated stores, its mobile app, and websites.

5. 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. For additional information on how the Company measures fair value, refer to the Company’s consolidated financial statements within the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024.

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(Unaudited)

The following tables present the Company’s assets and liabilities, which are measured at fair value on a recurring basis, by category (in millions):


	Fair Value Measurement Using				Total
September 30, 2025	Level 1		Level 2		Fair Value
Assets:
Settlement assets:
Measured at fair value through net income:
Money market funds	$	28.1	$	—	$	28.1
Measured at fair value through other comprehensive income (net of expected credit losses recorded through net income):
State and municipal debt securities		—		1,123.0		1,123.0
Asset-backed securities		—		170.0		170.0
Corporate debt securities		—		152.1		152.1
United States government agency mortgage-backed securities		—		4.3		4.3
Other assets:
Derivatives		—		12.7		12.7
Total assets	$	28.1	$	1,462.1	$	1,490.2
Liabilities:
Other liabilities:
Derivatives	$	—	$	43.2	$	43.2
Total liabilities	$	—	$	43.2	$	43.2


	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		—		1,029.0		1,029.0
Asset-backed securities		—		211.2		211.2
Corporate debt securities		—		85.0		85.0
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

There were no material, non-recurring fair value adjustments in the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, non-recurring fair value adjustments were approximately $12 million for impairments related to the Company's assets in Russia. There were no transfers between Level 1 and Level 2 measurements during the three and nine months ended September 30, 2025 and 2024.

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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 Condensed Consolidated Balance Sheets at their original issuance values as adjusted over time to accrete that value to par. As of September 30, 2025, the carrying value and fair value of the Company’s borrowings were $2,592.2 million and $2,586.8 million, respectively (see Note 11). 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.

6. Commitments and ContingenciesLetters of Credit and Bank Guarantees

The Company had approximately $115 million in outstanding letters of credit and bank guarantees as of September 30, 2025, 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 September 30, 2025. 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 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.

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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 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 ($12.3 million as of September 30, 2025). In 2019, the Commercial Court in Kinshasa-Gombe entered a judgment against the Company in the amount of €9 million ($10.5 million as of September 30, 2025). The Plaintiffs have previously sought and may continue to attempt to seize funds from the Company’s 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.

7. 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 totaled $10.1 million and $11.3 million for the three months ended September 30, 2025 and 2024, respectively, and $30.6 million and $32.5 million for the nine months ended September 30, 2025 and 2024, respectively.

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(Unaudited)

8. 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 and obligations consisted of the following (in millions):


	September 30, 2025			December 31, 2024
Settlement assets:
Cash and cash equivalents	$	424.8		$	631.6
Receivables from agents and others		1,410.0			1,421.7
Less: Allowance for credit losses		(16.7	)		(24.7	)
Receivables from agents and others, net		1,393.3			1,397.0
Investment securities		1,449.4			1,332.3
Less: Allowance for credit losses		—			(0.1	)
Investment securities, net		1,449.4			1,332.2
Total settlement assets	$	3,267.5		$	3,360.8
Settlement obligations:
Money transfer, money order, and payment service payables	$	2,558.9		$	2,655.5
Payables to agents		708.6			705.3
Total settlement obligations	$	3,267.5		$	3,360.8

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 September 30, 2025.

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(Unaudited)

The following tables summarize the activity in the allowance for credit losses on receivables from agents and others (in millions):


	Agents and
	Others
Allowance for credit losses as of December 31, 2024	$	24.7
Current period provision for expected credit losses (a)		(3.8	)
Write-offs charged against the allowance		(10.4	)
Recoveries of amounts previously written off		7.8
Impacts of foreign currency exchange rates and other		0.2
Allowance for credit losses as of March 31, 2025		18.5
Current period provision for expected credit losses (a)		4.6
Write-offs charged against the allowance		(13.2	)
Recoveries of amounts previously written off		2.2
Impacts of foreign currency exchange rates and other		1.0
Allowance for credit losses as of June 30, 2025		13.1
Current period provision for expected credit losses (a)		5.4
Write-offs charged against the allowance		(5.8	)
Recoveries of amounts previously written off		3.9
Impacts of foreign currency exchange rates and other		0.1
Allowance for credit losses as of September 30, 2025	$	16.7


	Agents and
	Others
Allowance for credit losses as of December 31, 2023	$	15.4
Current period provision for expected credit losses (a)		—
Write-offs charged against the allowance		(5.2	)
Recoveries of amounts previously written off		2.3
Impacts of foreign currency exchange rates and other		(0.6	)
Allowance for credit losses as of March 31, 2024		11.9
Current period provision for expected credit losses (a)		3.0
Write-offs charged against the allowance		(8.4	)
Recoveries of amounts previously written off		3.3
Impacts of foreign currency exchange rates and other		1.9
Allowance for credit losses as of June 30, 2024		11.7
Current period provision for expected credit losses (a)		12.8
Write-offs charged against the allowance		(8.8	)
Recoveries of amounts previously written off		6.9
Impacts of foreign currency exchange rates and other		(1.0	)
Allowance for credit losses as of September 30, 2024	$	21.6

(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 makes 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 Condensed Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, amounts advanced to agents and disbursement partners were $197.4 million and $209.1 million, respectively, and the related allowances for credit losses were immaterial.

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(Unaudited)

Investment Securities

Investment securities included in Settlement assets in the Company’s Condensed Consolidated Balance Sheets consist primarily of highly-rated state and municipal debt securities, including fixed-rate term notes. 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
September 30, 2025	Cost		Value		Gains		Losses			Gains/(Losses)
Settlement assets:
Cash and cash equivalents:
Money market funds	$	28.1	$	28.1	$	—	$	—		$	—
Available-for-sale securities:
State and municipal debt securities (a)		1,131.7		1,123.0		12.6		(21.3	)		(8.7	)
Asset-backed securities		167.1		170.0		2.9		—			2.9
Corporate debt securities		147.6		152.1		6.3		(1.8	)		4.5
United States government agency mortgage-backed securities		4.4		4.3		—		(0.1	)		(0.1	)
Total available-for-sale securities		1,450.8		1,449.4		21.8		(23.2	)		(1.4	)
Total investment securities	$	1,478.9	$	1,477.5	$	21.8	$	(23.2	)	$	(1.4	)

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(Unaudited)


					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)		1,069.5		1,029.0		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	)
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	)

(a)

The majority of these securities are fixed-rate instruments.

The following summarizes investment securities that were in an unrealized loss position as of September 30, 2025, by the length of time the securities were in a continuous loss position (in millions, except number of securities):


Less Than One Year	Number of Securities		Fair Value		Unrealized Losses
State and municipal debt securities		31	$	85.5	$	(0.8	)


One Year or Greater	Number of Securities		Fair Value		Unrealized Losses
State and municipal debt securities		206	$	442.9	$	(20.5	)
Corporate debt securities		7		31.5		(1.8	)
United States government agency mortgage-backed securities		8		3.4		(0.1	)

The Company's provision for credit losses on its investment securities during the three and nine months ended September 30, 2025 and the related allowance for credit losses as of September 30, 2025 were immaterial. As of September 30, 2025, 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 September 30, 2025 (in millions):


	Fair Value
Due within 1 year	$	85.3
Due after 1 year through 5 years		558.4
Due after 5 years through 10 years		360.2
Due after 10 years		445.5
Total	$	1,449.4

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.

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(Unaudited)

9. Stockholders’ Equity

Accumulated Other Comprehensive Loss

The following table details reclassifications out of Accumulated other comprehensive loss (“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 Condensed Consolidated Statements of Income (in millions).


	Amounts Reclassified from AOCL to Net Income
		Three Months Ended						Nine Months Ended
	Income Statement	September 30,						September 30,
Income for the period (in millions)	Location	2025			2024			2025			2024
Accumulated other comprehensive loss components:
Gains/(losses) on investment securities:
Available-for-sale securities	Revenues	$	0.1		$	(0.1	)	$	1.2		$	1.4
Income tax expense	Provision for/(benefit from) income taxes		(0.1	)		—			(0.3	)		(0.2	)
Total reclassification adjustments related to investment securities, net of tax			—			(0.1	)		0.9			1.2
Gains/(losses) on cash flow hedges:
Foreign currency contracts	Revenues		(3.0	)		(2.2	)		(4.5	)		1.8
Interest rate contracts	Interest expense		(0.1	)		—			—			0.1
Income tax benefit	Provision for/(benefit from) income taxes		0.8			0.2			0.4			0.2
Total reclassification adjustments related to cash flow hedges, net of tax			(2.3	)		(2.0	)		(4.1	)		2.1
Total reclassifications, net of tax		$	(2.3	)	$	(2.1	)	$	(3.2	)	$	3.3

The following tables summarize the components of AOCL, net of tax in the accompanying Condensed Consolidated Balance Sheets (in millions):


	Investment			Hedging			Foreign Currency
	Securities			Activities			Translation			Total
As of December 31, 2024	$	(33.4	)	$	13.1		$	(120.2	)	$	(140.5	)
Unrealized gains/(losses)		22.0			(19.1	)		1.1			4.0
Tax benefit/(expense)		(3.8	)		1.9			—			(1.9	)
Amounts reclassified from AOCL into earnings, net of tax		(0.9	)		(2.6	)		—			(3.5	)
As of March 31, 2025		(16.1	)		(6.7	)		(119.1	)		(141.9	)
Unrealized gains/(losses)		3.4			(52.7	)		6.7			(42.6	)
Tax benefit/(expense)		(0.5	)		3.3			—			2.8
Amounts reclassified from AOCL into earnings, net of tax		—			4.4			—			4.4
As of June 30, 2025		(13.2	)		(51.7	)		(112.4	)		(177.3	)
Unrealized gains/(losses)		15.0			8.6			(1.9	)		21.7
Tax expense		(2.9	)		—			—			(2.9	)
Amounts reclassified from AOCL into earnings, net of tax		—			2.3			—			2.3
As of September 30, 2025	$	(1.1	)	$	(40.8	)	$	(114.3	)	$	(156.2	)

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(Unaudited)


	Investment			Hedging			Foreign Currency
	Securities			Activities			Translation			Total
As of December 31, 2023	$	(33.0	)	$	(15.3	)	$	(119.0	)	$	(167.3	)
Unrealized gains/(losses)		(3.0	)		13.6			—			10.6
Tax benefit/(expense)		0.5			(0.1	)		—			0.4
Amounts reclassified from AOCL into earnings, net of tax		(2.1	)		(2.7	)		—			(4.8	)
As of March 31, 2024		(37.6	)		(4.5	)		(119.0	)		(161.1	)
Unrealized gains/(losses)		(2.5	)		1.6			—			(0.9	)
Tax benefit		0.5			—			—			0.5
Amounts reclassified from AOCL into earnings, net of tax		0.8			(1.4	)		—			(0.6	)
As of June 30, 2024		(38.8	)		(4.3	)		(119.0	)		(162.1	)
Unrealized gains/(losses)		40.8			(17.8	)		1.3			24.3
Tax benefit/(expense)		(7.2	)		1.4			—			(5.8	)
Amounts reclassified from AOCL into earnings, net of tax		0.1			2.0			—			2.1
As of September 30, 2024	$	(5.1	)	$	(18.7	)	$	(117.7	)	$	(141.5	)

Cash Dividends Paid

In each of the first three quarters of 2025 and 2024, the Company's Board of Directors declared quarterly cash dividends of $0.235 per common share, representing $230.5 million and $238.9 million of total dividends for the nine months ended September 30, 2025 and 2024, respectively.

Share Repurchases

During the nine months ended September 30, 2025 and 2024, 20.8 million and 13.9 million shares were repurchased for $199.7 million and $177.3 million, respectively, excluding commissions, at an average cost of $9.59 and $12.75, respectively, under the share repurchase authorizations approved by the Company's Board of Directors, including one which expired on December 31, 2024. On December 13, 2024, the Company's Board of Directors authorized $1.0 billion of common stock repurchases with no expiration date. As of September 30, 2025, $800.3 million remained available under this share repurchase authorization. The amounts included in the Common stock repurchased line in the Company’s Condensed 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 stock awards that have vested.

10. 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.

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.

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(Unaudited)

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 one to two years, 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 September 30, 2025, these foreign currency forward contracts had maturities of a maximum of 36 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 Condensed 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.

The aggregate equivalent United States dollar notional amounts of foreign currency forward contracts as of September 30, 2025 and December 31, 2024 were as follows (in millions):


	September 30, 2025		December 31, 2024
Contracts designated as hedges:
Euro	$	284.7	$	210.5
Canadian dollar		149.1		111.7
British pound		117.9		75.6
Australian dollar		74.2		51.2
Swiss franc		58.9		41.6
Swedish krona		32.4	(b)
Other (a)		50.5		35.7
Contracts not designated as hedges:
Euro	$	443.1	$	499.1
British pound		141.0		118.1
Mexican peso		98.2		85.7
Australian dollar		96.6		49.0
Thai baht		68.9	(b)
Indian rupee		52.6		57.7
Canadian dollar		50.4		35.5
Chinese yuan		40.3	(b)
Philippine peso		39.8		89.8
Swiss franc		30.1		32.6
Singapore dollar		29.6		31.4
Brazilian real		28.0	(b)
Other (a)		162.2		208.5

(a)

Comprised of exposures to various currencies; none of these individual currency exposures is greater than $25 million.

(b)

Amount is below $25 million for the relevant period; therefore, the balance has been included within “Other.”

Balance Sheet

The following table summarizes the fair value of derivatives reported in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (in millions):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Derivative Assets					Derivative Liabilities
		Fair Value					Fair Value
	Balance Sheet	September 30,		December 31,		Balance Sheet	September 30,		December 31,
	Location	2025		2024		Location	2025		2024
Derivatives designated as hedges:
Foreign currency cash flow hedges	Other assets	$	8.8	$	24.4	Other liabilities	$	40.6	$	0.2
Derivatives not designated as hedges:
Foreign currency	Other assets		3.9		5.1	Other liabilities		2.6		3.4
Total derivatives		$	12.7	$	29.5		$	43.2	$	3.6

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Offsetting of Derivative Assets and Liabilities

The Company has elected to present derivative assets and liabilities on a gross basis in the Condensed 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 $4.5 million and $3.4 million to both derivative assets and liabilities as of September 30, 2025 and December 31, 2024, 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 Condensed 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 three and nine months ended September 30, 2025 and 2024 (in millions):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024			2025			2024
Foreign currency derivatives (a)	$	8.6	$	(17.8	)	$	(63.2	)	$	(2.6	)

(a)

Gains of $1.2 million and $1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $4.0 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively, represent the amounts excluded from the assessment of effectiveness and recognized in other comprehensive income, for which an amortization approach is applied.

The following table presents the location and amounts of pre-tax net gains/(losses) from cash flow hedging relationships recognized in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (in millions):


	Three Months Ended September 30,
	2025						2024
	Revenues			Interest Expense			Revenues			Interest Expense
Total amounts presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded	$	1,032.6		$	(37.0	)	$	1,036.0		$	(32.2	)
Gains/(losses) on cash flow hedges:
Foreign currency derivatives:
Losses reclassified from AOCL into earnings		(3.0	)		—			(2.2	)		—
Amount excluded from effectiveness testing recognized in earnings based on an amortization approach		2.6			—			1.6			—
Interest rate derivatives:
Losses reclassified from AOCL into earnings		—			(0.1	)		—			—

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30,
	2025						2024
	Revenues			Interest Expense			Revenues		Interest Expense
Total amounts presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded	$	3,042.3		$	(106.3	)	$	3,151.5	$	(89.4	)
Gains/(losses) on cash flow hedges:
Foreign currency derivatives:
Gains/(losses) reclassified from AOCL into earnings		(4.5	)		—			1.8		—
Amount excluded from effectiveness testing recognized in earnings based on an amortization approach		7.2			—			4.8		—
Interest rate derivatives:
Gains reclassified from AOCL into earnings		—			—			—		0.1

Undesignated Hedges

The following table presents the location and amount of pre-tax net gains/(losses) from undesignated hedges in the Condensed Consolidated Statements of Income on derivatives for the three and nine months ended September 30, 2025 and 2024 (in millions):


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
Derivatives	Location	2025		2024			2025			2024
Foreign currency derivatives (a)	Selling, general, and administrative	$	13.3	$	(22.5	)	$	(17.2	)	$	5.1

(a)

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 gains/(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 Condensed Consolidated Statements of Income, were $(12.4) million and $25.1 million for the three months ended September 30, 2025 and 2024, respectively, and $25.5 million and $(5.3) million for the nine months ended September 30, 2025 and 2024, respectively.

All cash flows associated with derivatives are included in Cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

Based on September 30, 2025 foreign exchange rates, an accumulated other comprehensive pre-tax loss of $19.9 million related to the foreign currency forward contracts is expected to be reclassified into Revenues within the next 12 months.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. Borrowings

The Company’s outstanding borrowings consisted of the following (in millions):


	September 30, 2025			December 31, 2024
Commercial paper (a)	$	100.0		$	—
Credit facility borrowings (b)		49.7			—
Notes:
2.850% notes due 2025 (c)		—			500.0
1.350% notes due 2026 (d)		600.0			600.0
2.750% notes due 2031 (d)		300.0			300.0
6.200% notes due 2036 (d)		500.0			500.0
6.200% notes due 2040 (d)		250.0			250.0
Term loan facility borrowings (effective rate of 5.4%)		800.0			800.0
Total borrowings at par value		2,599.7			2,950.0
Debt issuance costs and unamortized discount, net		(7.5	)		(9.2	)
Total borrowings at carrying value (e)	$	2,592.2		$	2,940.8

(a)

Pursuant to the Company’s commercial paper program, the Company may issue unsecured commercial paper notes in an amount not to exceed $1.62 billion outstanding at any time, reduced to the extent of borrowings outstanding on the Company’s revolving credit facility (“Revolving Credit Facility”). The commercial paper notes may have maturities of up to 397 days from date of issuance. The Company’s commercial paper borrowings as of September 30, 2025 had a weighted-average annual interest rate of approximately 4.3% and a weighted-average term of approximately 1 day.

(b)

One of the Company's Eurochange subsidiaries utilizes a short-term revolving credit facility agreement to fund certain operating activities in the United Kingdom. The subsidiary may borrow up to £60 million ($80 million as of September 30, 2025), and the facility expires in February 2030. Drawdowns of the credit facility borrowings are restricted for use in this subsidiary to purchase physical currency or repay existing borrowings on the facility. These credit facility borrowings as of September 30, 2025 had a weighted-average annual interest rate of approximately 5.5%.

(c)

Certain proceeds from the term loan facility borrowings were used to repay $500.0 million of the aggregate principal amount of 2.850% unsecured notes due in January 2025.

(d)

The difference between the stated interest rate and the effective interest rate is not significant.

(e)

As of September 30, 2025, the Company’s weighted-average effective rate on total borrowings was approximately 4.4%.

The following summarizes the Company’s maturities of its notes, term loan facility, and credit facility borrowings at par value as of September 30, 2025 (in millions):


Due within 1 year	$	649.7
Due after 1 year through 2 years		—
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	$	2,499.7

The Revolving Credit Facility provides for unsecured financing facilities, including a $250.0 million letter of credit subfacility and $300.0 million swing line sublimit, and allows the Company to draw loans payable based upon the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate, or the Sterling Overnight Index Average. On February 28, 2025, the Company increased the aggregate revolving credit commitments to $1.62 billion. The Revolving Credit Facility matures on November 30, 2029.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. Income Taxes

The Company’s effective tax rates on pre-tax income were 16.7% and (95.2)% for the three months ended September 30, 2025 and 2024, respectively, and 18.8% and (16.5)% for the nine months ended September 30, 2025 and 2024, respectively. The change in the Company's effective tax rates for the three and nine months ended September 30, 2025 compared to the corresponding periods in the prior year was primarily due to a settlement of the IRS examination of the Company's 2017 and 2018 federal income tax returns in the three months ended September 30, 2024, partially offset by the reorganization of the Company's international operations, which took place during the year ended December 31, 2024, and discrete items.

Unrecognized tax benefits are reflected in Income taxes payable in the Condensed Consolidated Balance Sheets. The total amount of unrecognized tax benefits as of September 30, 2025 and December 31, 2024 was $60.9 million and $71.6 million, respectively, including interest and penalties.

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 Company is contesting the one remaining unagreed adjustment in the U.S. Tax Court and has fully reserved for this unagreed adjustment. The Company’s U.S. federal income tax returns since 2022 are also eligible to be examined.

On July 4, 2025, the United States government enacted into law the One Big Beautiful Bill Act (the “OBBB”). The OBBB includes a broad range of tax reform provisions affecting businesses, and the Company is currently evaluating the potential impact the OBBB will have on its results of operations and business.

13. Stock-Based Compensation Plans

For the three months ended September 30, 2025 and 2024, the Company recognized stock-based compensation expense of $9.9 million and $9.5 million, respectively, resulting primarily from stock options, restricted stock units, and performance-based restricted stock units, in the Condensed Consolidated Statements of Income. For the nine months ended September 30, 2025 and 2024, the Company recognized stock-based compensation expense of $32.0 million and $28.4 million, respectively.

During the nine months ended September 30, 2025, the Company granted 3.9 million options at a weighted-average exercise price of $10.64 and 5.4 million performance-based restricted stock units and restricted stock units at a weighted-average grant date fair value of $10.51. As of September 30, 2025, the Company had 12.2 million outstanding options at a weighted-average exercise price of $13.51, of which 4.6 million options were exercisable at a weighted-average exercise price of $15.75. The Company had 9.7 million outstanding performance-based restricted stock units (based on target performance) and restricted stock units at a weighted-average grant date fair value of $12.12 as of September 30, 2025.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

14. 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, travel money services, media network, prepaid cards, lending partnerships, and digital wallets.

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 in the consolidated financial statements within the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

•

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.

The following tables present the Company’s segment results for the three and nine months ended September 30, 2025 and 2024 (in millions):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2025
	Consumer Money Transfer		Consumer Services		Total
Revenues	$	878.0	$	154.6	$	1,032.6
Expenses:
Direct transactional expenses (a)		406.7		44.5		451.2
Depreciation and amortization (b)		24.9		5.4		30.3
Other segment items (c)		274.2		70.7		344.9
Total segment operating income	$	172.2	$	34.0	$	206.2
Severance release (d)						0.4
Acquisition, separation, and integration costs (e)						(3.0	)
Amortization of acquisition-related intangible assets (f)						(1.0	)
Russia termination costs (g)						(0.7	)
Total consolidated operating income					$	201.9


	Three Months Ended September 30, 2024
	Consumer Money Transfer		Consumer Services		Total
Revenues	$	932.2	$	103.8	$	1,036.0
Expenses:
Direct transactional expenses (a)		427.1		34.6		461.7
Depreciation and amortization (b)		24.2		4.3		28.5
Other segment items (c)		292.6		55.7		348.3
Total segment operating income	$	188.3	$	9.2	$	197.5
Redeployment program costs (h)						(18.0	)
Acquisition, separation, and integration costs (e)						(1.7	)
Amortization and impairment of acquisition-related intangible assets (f)						(0.2	)
Russia asset impairments and termination costs (g)						(12.7	)
Total consolidated operating income					$	164.9


	Nine Months Ended September 30, 2025
	Consumer Money Transfer		Consumer Services		Total
Revenues	$	2,635.9	$	406.4	$	3,042.3
Expenses:
Direct transactional expenses (a)		1,224.4		109.3		1,333.7
Depreciation and amortization (b)		74.2		15.8		90.0
Other segment items (c)		838.1		188.6		1,026.7
Total segment operating income	$	499.2	$	92.7	$	591.9
Severance costs (d)						(9.5	)
Acquisition, separation, and integration costs (e)						(6.0	)
Amortization of acquisition-related intangible assets (f)						(2.1	)
Russia termination costs (g)						(2.3	)
Total consolidated operating income					$	572.0

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30, 2024
	Consumer Money Transfer		Consumer Services		Total
Revenues	$	2,859.2	$	292.3	$	3,151.5
Expenses:
Direct transactional expenses (a)		1,295.3		87.8		1,383.1
Depreciation and amortization (b)		73.6		12.5		86.1
Other segment items (c)		922.9		153.1		1,076.0
Total segment operating income	$	567.4	$	38.9	$	606.3
Redeployment program costs (h)						(41.4	)
Acquisition, separation, and integration costs (e)						(2.3	)
Amortization and impairment of acquisition-related intangible assets (f)						(2.2	)
Russia asset impairments and termination costs (g)						(12.7	)
Total consolidated operating income					$	547.7

(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. Amortization of capitalized contract costs included within direct transactional expenses in the Consumer Money Transfer segment was $11.0 million and $14.5 million for the three months ended September 30, 2025 and 2024, respectively, and $33.4 million and $49.6 million for the nine months ended September 30, 2025 and 2024, respectively.

(c)

Other segment items primarily consists of salaries and benefits, professional services, equipment and software expenses, advertising costs, and lease and facilities costs.

(d)

Represents severance costs, which have been excluded from the segments as management excludes severance in making operating decisions, including allocating resources to the Company's segments. 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.

(e)

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.

(f)

Represents the non-cash amortization and impairment of acquired intangible assets in connection with recent business acquisitions.

(g)

Where indicated, represents asset impairments related to the Company's assets in Russia and the costs associated with operating the Russian entity. 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 the assets. In the first quarter of 2025, the Company signed a definitive sale agreement subject to regulatory approvals.

(h)

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.

For all of the items excluded from the Company’s segment operating income results above, the expenses were not included in the measurement of segment operating income provided to the CODM for purposes of performance assessment and resource allocation.

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THE WESTERN UNION COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.

The following discussion should be read in conjunction with the condensed consolidated financial statements and the notes to those statements included in Part I, Item 1, Financial Statements in this report on Form 10-Q. This report on Form 10‑Q contains 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 the Form 10‑Q of The Western Union Company (the “Company,” “Western Union,” “we,” “our,” or “us”) should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed in the Risk Factors section and throughout the Annual Report on Form 10‑K for the year ended December 31, 2024. 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: (i) events or factors related to our business and industry, such as: 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, policy changes in the United States and/or other key markets, 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; 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; (ii) events or factors related to our regulatory and litigation environment, such as: 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; failure to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as regulations issued pursuant to it and the actions of the Consumer Financial Protection Bureau 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; and (iii) other events or factors, such as: catastrophic events; and management’s ability to identify and manage these and other risks.

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 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, travel money services, media network, prepaid cards, lending partnerships, and digital wallets.

Additional information regarding our segments is provided in the Segment Discussion below.

International Money Express, Inc. Acquisition

On August 10, 2025, we entered into an agreement to purchase the entire share capital of International Money Express, Inc. (“Intermex”) for approximately $500 million in cash. This transaction is expected to close in mid-2026 subject to Intermex stockholder and customary regulatory approvals. Intermex is a leading omnichannel money transfer provider, focused primarily on the United States to Latin America and the Caribbean corridors, through a network of agent retail locations, Intermex-operated stores, its mobile app, and websites. We believe this acquisition will strengthen Western Union's retail offering in the United States, expand market coverage in high-potential geographies, and accelerate digital new customer acquisition.

Results of Operations

The following discussion of our consolidated results of operations and segment results refers to the three and nine months ended September 30, 2025 compared to the same periods in 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 Condensed 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.

The following table sets forth our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions, except per share amounts)	2025	2024	% Change	2025	2024	% Change
Revenues	$1,032.6	$1,036.0	0%	$3,042.3	$3,151.5	(3)%
Expenses:
Cost of services	643.2	653.6	(2)%	1,905.2	1,958.8	(3)%
Selling, general, and administrative	187.5	217.5	(14)%	565.1	645.0	(12)%
Total expenses	830.7	871.1	(5)%	2,470.3	2,603.8	(5)%
Operating income	201.9	164.9	22%	572.0	547.7	4%
Other income/(expense):
Interest income	2.4	2.8	(12)%	5.9	9.6	(38)%
Interest expense	(37.0)	(32.2)	15%	(106.3)	(89.4)	19%
Other income, net	0.3	0.2	57%	3.0	3.0	1%
Total other expense, net	(34.3)	(29.2)	17%	(97.4)	(76.8)	27%
Income before income taxes	167.6	135.7	24%	474.6	470.9	1%
Provision for/(benefit from) income taxes	28.0	(129.1)	(a)	89.4	(77.6)	(a)
Net income	$139.6	$264.8	(47)%	$385.2	$548.5	(30)%
Earnings per share:
Basic	$0.43	$0.78	(45)%	$1.17	$1.61	(27)%
Diluted	$0.43	$0.78	(45)%	$1.17	$1.61	(27)%
Weighted-average shares outstanding:
Basic	322.1	338.3		329.5	340.5
Diluted	322.8	339.5		330.5	341.6

(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 were also net of the impact of Argentina inflation while its economy was hyperinflationary. Beginning in the second quarter of 2025, we no longer exclude the effect of Argentina hyperinflation, in light of significantly moderating inflation in the Argentine economy. Constant currency measures 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, 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, 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 three and nine months ended September 30, 2025 compared to the corresponding periods in the prior year. Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative purposes. The following table sets forth our consolidated revenue results for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, (dollars in millions) 2025 2024 % Change 2025 2024 % Change Revenues, as reported (GAAP) $1,032.6 $1,036.0 0% $3,042.3 $3,151.5 (3)% Foreign currency translation and Argentina hyperinflation impact (a) (2)% (2)% Adjusted revenues (Non-GAAP) (2)% (5)% (a) Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina hyperinflation, resulted in an increase to revenues of $15.1 million and $33.5 million for the three and nine months ended September 30, 2025, respectively, when compared to the corresponding periods in the prior year. Beginning in the second quarter of 2025, we are no longer adjusting for the estimated impact of Argentina hyperinflation as inflation had moderated from over 200% at times over the past few years to less than 50% in the second quarter and has remained at that level since. For the first quarter of 2025, we calculated Argentina hyperinflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal). In addition to the impacts from foreign currency, net of Argentina hyperinflation, for the three and nine months ended September 30, 2025 when compared to the corresponding periods in the prior year, GAAP and Adjusted revenues decreased due to a reduction in transactions originating from Iraq, which negatively impacted revenues by 1% and 3%, respectively. For both the three and nine months ended September 30, 2025, we continued to experience decreases in transactions and revenues in the North America and Latin America and the Caribbean regions of our Consumer Money Transfer segment, as further discussed below. Operating Expenses Overview Cost of Services Cost of services primarily consists of agent commissions, which represented nearly 60% of total cost of services for the three and nine months ended September 30, 2025 and 2024. For the three and nine months ended September 30, 2025, cost of services decreased compared to the corresponding periods in the prior year primarily due to decreases in agent commissions and technology expenses, partially offset by increased expenses associated with our expansion of Company-owned locations. In addition, the decrease in cost of services for the nine months ended September 30, 2025 compared to the corresponding period in the prior year was partially offset by higher consumer fraud losses, and the three and nine months ended September 30, 2024 included expenses associated with our operating expense redeployment program. Selling, General, and Administrative Selling, general and administrative expenses decreased for the three and nine months ended September 30, 2025 when compared to the corresponding periods in the prior year due to a decrease in advertising costs. For the nine months ended September 30, 2025 compared to the corresponding period in the prior year, selling, general and administrative expenses also decreased due to a reduction in employee compensation, including incentive compensation, and fluctuations between the United States dollar and foreign currencies. In addition, the three and nine months ended September 30, 2024 included expenses associated with our operating expense redeployment program and impairments related to our assets in Russia.

Total Other Expense, Net

Total other expense, net increased for the three and nine months ended September 30, 2025, when compared to the corresponding periods in the prior year, primarily due to an increase in interest expense associated with our term loan facility borrowings.

Income Taxes

Our effective tax rates on pre-tax income were 16.7% and (95.2)% for the three months ended September 30, 2025 and 2024, respectively, and 18.8% and (16.5)% for the nine months ended September 30, 2025 and 2024, respectively. For the three and nine months ended September 30, 2025 compared to the corresponding periods in the prior year, the change in the effective tax rate was primarily due to a settlement of the IRS examination of our 2017 and 2018 federal income tax returns in the three months ended September 30, 2024, partially offset by the reorganization of our international operations, which took place during the year ended December 31, 2024, and discrete items.

On July 4, 2025, the United States government enacted into law the One Big Beautiful Bill Act (the “OBBB”). The OBBB includes a broad range of tax reform provisions affecting businesses, and we are currently evaluating the potential impact the OBBB will have on our results of operations and business.

Earnings Per Share

During the three and nine months ended September 30, 2025, both basic and diluted earnings per share were $0.43 and $1.17, respectively. During the three and nine months ended September 30, 2024, both basic and diluted earnings per share were $0.78 and $1.61, 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 17.1 million and 11.3 million for the three months ended September 30, 2025 and 2024, respectively, and 16.1 million and 11.7 million for the nine months ended September 30, 2025 and 2024, 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 three and nine months ended September 30, 2025 compared to the corresponding periods in the prior year were impacted by the previously described factors impacting net income, partially offset by 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 addresses a different combination of customer groups, distribution networks, and services offered. Our segments are Consumer Money Transfer and Consumer Services.

During the three and nine months ended September 30, 2025 and 2024, we incurred expenses that 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. Refer to Part I, Item 1, Financial Statements, Note 14, Segments for further discussion.

The following table sets forth the components of segment revenues as a percentage of the consolidated totals for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Consumer Money Transfer		85	%		90	%		87	%		91	%
Consumer Services		15	%		10	%		13	%		9	%
		100	%		100	%		100	%		100	%

Consumer Money Transfer

The following table sets forth our Consumer Money Transfer segment results of operations for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,			Nine Months Ended September 30,
(dollars and transactions in millions)	2025	2024	% Change	2025	2024	% Change
Revenues	$878.0	$932.2	(6)%	$2,635.9	$2,859.2	(8)%
Operating income	$172.2	$188.3	(9)%	$499.2	$567.4	(12)%
Operating income margin	20%	20%		19%	20%
Key indicator:
Transactions	70.6	72.6	(3)%	212.8	214.9	(1)%

Our Consumer Money Transfer service facilitates money transfers sent from our retail agent locations worldwide and money transfer transactions marketed under our brands and initiated through our or our third-party digital partners’ websites and mobile applications (“Branded Digital”). We exclude transactions and revenues generated from Iraq websites and mobile applications from the definition of Branded Digital, given the significant volatility in that business and our challenges in offering services in the country. 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 one interconnected global network for consumer transactions, thereby constituting one Consumer Money Transfer 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 three and nine months ended September 30, 2025 and 2024. Where reported separately in the discussion below, Branded Digital consists of all transactions and revenue included under the definition provided above.

The table below sets forth revenue and transaction changes by geographic region compared to the prior year. Additionally, we have also provided adjusted revenue results for our Consumer Money Transfer and Consumer Services segment revenues, which are net of the impact of foreign currency hedges and Argentina hyperinflation, as discussed above. Consumer Money Transfer segment adjusted revenue growth/(decline) is a non-GAAP financial measure, as further discussed in Revenues Overview above.


	Three Months Ended September 30, 2025				Nine Months Ended September 30, 2025
	Revenue Growth / (Decline) as Reported (GAAP)	Foreign Exchange Translation Impact	Adjusted Revenue Growth / (Decline)(a) - (Non-GAAP)	Transaction Growth / (Decline)	Revenue Growth / (Decline) as Reported (GAAP)	Foreign Exchange Translation Impact	Adjusted Revenue Growth / (Decline)(a) - (Non-GAAP)	Transaction Growth / (Decline)
Consumer Money Transfer regional growth/(decline):
North America (United States & Canada) (“NA”)	(12)%	0%	(12)%	(8)%	(10)%	0%	(10)%	(5)%
Europe and CIS (“EU & CIS”)	8%	5%	3%	4%	6%	2%	4%	6%
Middle East, Africa, and South Asia (“MEASA”)	(12)%	1%	(13)%	3%	(21)%	0%	(21)%	0%
Latin America and the Caribbean (“LACA”)	(8)%	0%	(8)%	(7)%	(11)%	(1)%	(10)%	(6)%
Asia Pacific (“APAC”)	(8)%	(1)%	(7)%	7%	(5)%	(1)%	(4)%	9%
Total Consumer Money Transfer Segment	(6)%	1%	(7)%	(3)%	(8)%	0%	(8)%	(1)%

Branded Digital (b)	7%	1%	6%	12%	7%	0%	7%	12%

(a)

Adjusted revenue growth 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 corresponding prior periods. LACA, total Consumer Money Transfer, and Branded Digital adjusted revenue growth also historically excluded the effect of increases in local currency revenue due to hyperinflation in Argentina. Beginning in the second quarter of 2025, we are no longer adjusting for the estimated impact of Argentina hyperinflation as inflation had moderated from over 200% at times over the past few years to less than 50% in the second quarter and has remained at that level since. For the first quarter of 2025, we calculated Argentina hyperinflation 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 three and nine months ended September 30, 2025 and 2024:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Consumer Money Transfer revenue as a percentage of segment revenue:
NA		37	%		39	%		38	%		39	%
EU & CIS		30	%		27	%		29	%		25	%
MEASA		16	%		17	%		16	%		19	%
LACA		11	%		11	%		11	%		12	%
APAC		6	%		6	%		6	%		5	%

Our consumers transferred $27.2 billion and $25.9 billion in cross-border principal for the three months ended September 30, 2025 and 2024, respectively, and $79.7 billion and $76.4 billion in cross-border principal for the nine months ended September 30, 2025 and 2024, 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.

Revenues

Consumer Money Transfer revenue decreased 6% and 8%, and transactions decreased 3% and 1% for the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in the prior year. Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina hyperinflation in the first quarter of 2025, positively impacted revenue by 1% for the three months ended September 30, 2025 and had no impact to revenue for the nine months ended September 30, 2025, compared to the corresponding periods in the prior year.

For the three and nine months ended September 30, 2025, in our Consumer Money Transfer regions, NA revenue and transactions decreased, compared to the corresponding periods in the prior year. The region was impacted by declines in transactions sent from the United States to Mexico and within the United States, as well as broader geopolitical and macroeconomic conditions, evolving migration patterns across the Americas, a reduction in active agent locations, and price reductions. For the three and nine months ended September 30, 2025, our EU & CIS revenues increased due to growth in Spain and the U.K. For the three and nine months ended September 30, 2025, declines in MEASA revenues compared to the prior period were primarily driven by a reduction in transactions originating from Iraq due to changes in monetary policy and related central bank actions, as discussed above, as well as revenue declines in Saudi Arabia. The revenue decline in LACA was primarily driven by decreases in Ecuador, Mexico, and Brazil and was impacted by evolving migration patterns across the Americas.

Beginning January 1, 2026, the OBBB will assess a 1% excise tax on certain remittances sent internationally from the United States that are funded with cash or a similar, physical instrument. While we are continuing to evaluate the potential impacts of the OBBB, we believe this remittance tax could make it more expensive for consumers to transfer money in this way and therefore could have a negative impact on NA and Consumer Money Transfer revenues and transactions in subsequent periods.

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 decreased for the three and nine months ended September 30, 2025 compared to the corresponding periods in the prior year due to a decrease in revenue, as discussed above, partially offset by decreases in agent commissions, advertising costs, and technology expenses. For the nine months ended September 30, 2025 compared to the corresponding period in the prior year, Consumer Money Transfer operating income also decreased due to higher consumer fraud losses, partially offset by decreases in employee compensation, including incentive compensation, and fluctuations between the United States dollar and foreign currencies.

Consumer Services

The following table sets forth Consumer Services results for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,			Nine Months Ended September 30,
(dollars in millions)	2025	2024	% Change	2025	2024	% Change
Revenues	$154.6	$103.8	49%	$406.4	$292.3	39%
Operating income	$34.0	$9.2	(a)	$92.7	$38.9	(a)
Operating income margin	22%	9%		23%	13%

(a) Calculation not meaningful.

Revenues

The following table sets forth our Consumer Services revenue results for the three and nine months ended September 30, 2025 and 2024. Consumer Services segment adjusted revenue growth/(decline) is a non-GAAP financial measure, as further discussed in Revenues Overview above.


	Three Months Ended September 30,			Nine Months Ended September 30,
(dollars in millions)	2025	2024	% Change	2025	2024	% Change
Revenues, as reported (GAAP)	$154.6	$103.8	49%	$406.4	$292.3	39%
Foreign currency translation and Argentina hyperinflation impact (a)			0%			(8)%
Adjusted revenues (Non-GAAP)			49%			31%

(a)

Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina hyperinflation, resulted in a decrease to Consumer Services revenues of $0.4 million and an increase of $23.6 million for the three and nine months ended September 30, 2025, respectively, when compared to the corresponding periods in the prior year. Beginning in the second quarter of 2025, we are no longer adjusting for the estimated impact of Argentina hyperinflation as inflation had moderated from over 200% at times over the past few years to less than 50% in the second quarter and has remained at that level since. For the first quarter of 2025, we calculated Argentina hyperinflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal).

For the three and nine months ended September 30, 2025 relative to the corresponding periods in the prior year, Consumer Services GAAP and Adjusted revenues increased primarily due to revenue growth in our travel money services, including the benefit from the acquisition of Eurochange Limited, and growth in our cash-based bill payments services offered at retail locations in Argentina.

Operating Income

Consumer Services operating income for the three and nine months ended September 30, 2025 compared to the corresponding periods in the prior year was impacted by an increase in revenue, as discussed above, partially offset by an increase in expenses associated with the expansion of our travel money services.

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 $220 million was made during 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 revolving credit facility (“Revolving Credit Facility”), which we increased to $1.62 billion on February 28, 2025 and which supports our commercial paper program. Our commercial paper program enables us to issue unsecured commercial paper notes in an amount not to exceed $1.62 billion outstanding at any time, reduced to the extent of any borrowings outstanding on our Revolving Credit Facility.

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 September 30, 2025 and December 31, 2024, we had Cash and cash equivalents of $947.8 million and $1,474.0 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 Condensed 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.

Investment securities, net, classified within Settlement assets on the Condensed Consolidated Balance Sheets, were $1,449.4 million and $1,332.2 million as of September 30, 2025 and December 31, 2024, 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 1, Item 1, Financial Statements, Note 8, 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 September 30, 2025, 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 increased to $408.3 million during the nine months ended September 30, 2025, from $272.3 million in the corresponding period in the prior year. Cash provided by operating activities can be impacted by changes to our consolidated net income, in addition to fluctuations in our working capital balances, among other factors.

Financing Resources

As of September 30, 2025, we had outstanding borrowings at par value of $2,599.7 million. The majority of these outstanding borrowings consist of unsecured fixed-rate notes with maturities ranging from 2026 to 2040.

As of September 30, 2025 and December 31, 2024, we had $800.0 million outstanding under our unsecured term loan facility (“Term Loan Facility”), 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 2.850% notes due January 2025, to reduce commercial paper balances, and for general corporate purposes.

Our Revolving Credit Facility provides for unsecured financing facilities, including a $250.0 million letter of credit subfacility and $300.0 million swing line sublimit, 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 February 28, 2025, we increased the aggregate revolving credit commitments to $1.62 billion. The Revolving Credit Facility matures on 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 19 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 $1.62 billion is approximately 12%. As of September 30, 2025, 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.

Pursuant to our commercial paper program, we may issue unsecured commercial paper notes in an amount not to exceed $1.62 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. We had $100.0 million of commercial paper borrowings outstanding as of September 30, 2025. Our commercial paper borrowings as of September 30, 2025 had a weighted-average annual interest rate of approximately 4.3% and a weighted-average term of approximately 1 day. 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.

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 in our Annual Report on Form 10‑K for the year ended December 31, 2024.

Capital Expenditures

The total aggregate amount paid for purchased and developed software, contract costs, and purchases of property and equipment was $100.7 million and $91.8 million for the nine months ended September 30, 2025 and 2024, 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

Our Board of Directors declared quarterly cash dividends of $0.235 per common share in the first, second and third quarters of 2025, representing $230.5 million in total dividends.

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. Our next scheduled principal payment on our outstanding notes is in 2026. We plan to refinance this maturity through proceeds from the issuance of term debt, bonds, commercial paper, and/or our Revolving Credit Facility.

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 we paid the final installment of approximately $220 million during the second quarter of 2025.

Operating Leases

We lease real properties for use as owned locations, administrative offices, 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, in our Annual Report on Form 10-K for the year ended December 31, 2024 for details on our leasing arrangements, including future maturities of our operating lease liabilities.

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 $115 million in outstanding letters of credit and bank guarantees as of September 30, 2025 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.

As of September 30, 2025, our total amount of unrecognized income tax benefits was $60.9 million, including associated interest and penalties. The timing of any related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of the settlement of such liabilities are affected by factors which are variable and outside our control.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from those estimates. Our Critical Accounting Policies and Estimates disclosed in 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, 2024, for which there were no material changes, included:

•

Income taxes

•

Goodwill

•

Other intangible assets

Recent Accounting Pronouncements

Refer to Part I, Item 1, Financial Statements, Note 1, Business and Basis of Presentation for further discussion.

Risk Management

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 in United States dollars, Mexican pesos, or euros requiring those agents 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 one to two years.

We believe the use of longer-term foreign currency forward contracts provides predictability of future cash flows from our international operations.

As of September 30, 2025, 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 $1 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.

Interest Rates

We invest in several types of interest-bearing assets, with a total value as of September 30, 2025 of approximately $2.3 billion. Approximately $0.9 billion of these assets bear interest at floating rates. These assets primarily include cash in banks and money market investments and are included in our Condensed 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 Condensed Consolidated Balance Sheets. As interest rates rise, the fair value 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 Condensed 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 Condensed Consolidated Balance Sheets.

As of September 30, 2025, 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. Borrowings under our commercial paper program mature in such a short period that the financing is effectively floating rate. As of September 30, 2025, there were $100 million in 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. As of September 30, 2025, our weighted-average effective rate on total borrowings was approximately 4.4%.

At September 30, 2025, a hypothetical 100 basis point increase/decrease in interest rates would result in a decrease/increase to pre-tax income for the next twelve months of approximately $9 million based on borrowings that are sensitive to interest rate fluctuations, net of the impact of hedges. The same 100 basis point increase/decrease in interest rates, if applied to our cash and investment balances on September 30, 2025 that bear interest at floating rates, would result in an offsetting increase/decrease to pre-tax income for the next twelve months of approximately $9 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 non-credit losses directly from consumer transactions, particularly through our digital channels, where transactions are originated through means other than cash and are therefore subject to “chargebacks,” insufficient funds or other collection impediments, such as fraud.

Our credit and non-credit losses have been less than 3% of our consolidated revenues in all periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information under Risk Management in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report is incorporated herein by reference.

Item 4. Controls and ProceduresEvaluation 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 September 30, 2025, which is the end of the period covered by this Quarterly Report on Form 10‑Q. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of September 30, 2025, 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.

Changes in Internal Control over Financial Reporting

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10‑Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Review Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of The Western Union Company

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of The Western Union Company (the Company) as of September 30, 2025, the related condensed consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and nine-month periods ended September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for the year then ended, and the related notes and schedule (not presented herein); and in our report dated February 20, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. 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 SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



	/s/ Ernst & Young LLP
Denver, Colorado
October 27, 2025

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item 1 is incorporated herein by reference to the discussion in Part I, Item 1, Financial Statements, Note 6, Commitments and Contingencies.

Item 1A. Risk Factors

For a discussion of our risk factors, please see Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth stock repurchases for each of the three months of the quarter ended September 30, 2025:


							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)
July 1 - 31		2,060,997	$	8.41		2,045,362	$	833.1
August 1 - 31		2,025,729	$	8.32		1,972,373	$	816.7
September 1 - 30		1,973,806	$	8.34		1,963,500	$	800.3
Total		6,060,532	$	8.36		5,981,235

(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 stock awards that have vested.

(b)

On December 13, 2024, our Board of Directors authorized $1.0 billion of common stock repurchases with no expiration date, of which $800.3 million remained available as of September 30, 2025. 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other InformationSecurities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2025, 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 6. Exhibits

See Exhibit Index for documents filed or furnished herewith and incorporated herein by reference.

EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of August 10, 2025, among The Western Union Company, International Money Express, Inc., and Ivey Merger Sub, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 14, 2025 and incorporated herein by reference thereto)*

10.1		The Western Union Company Supplemental Incentive Savings Plan, as Amended and Restated on April 1, 2025**

10.2		The Western Union Company Supplemental Incentive Savings Plan Adoption Agreement, as Amended and Restated on April 1, 2025**

15		Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information

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

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)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

** Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 6 of this report.

SIGNATURES

Pursuant to the requirements 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)

Date: October 27, 2025	By:	/s/ Devin B. McGranahan
		Devin B. McGranahan
		President and Chief Executive Officer (Principal Executive Officer)

Date: October 27, 2025	By:	/s/ Matt Cagwin
		Matt Cagwin
		Chief Financial Officer
		(Principal Financial Officer)

Date: October 27, 2025	By:	/s/ Barry D. Cooper
		Barry D. Cooper
		Chief Accounting Officer and Controller (Principal Accounting Officer)

EX-10.1 2 wu-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

The Western Union Company
Supplemental Incentive Savings Plan

Amended & Restated effective April 1, 2025

IMPORTANT NOTE

This document has not been approved by the Department of Labor, Internal Revenue Service, or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Employer’s particular situation. FMR LLC, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.

Table of Contents


Preamble		6

Article 1 - General		7

1.1.	Plan	7

1.2.	Effective Dates	7

1.3	Amounts Not Subject to Code Section 409A	7

Article 2 - Definitions		8

2.1.	Account	8

2.2.	Administrator	8

2.3.	Adoption Agreement	8

2.4.	Beneficiary	8

2.5.	Board or Board of Directors	8

2.6	Bonus	8

2.7.	Change in Control	8

2.8.	Code	8

2.9.	Compensation	8

2.10.	Director	9

2.11.	Disability	9

2.12.	Eligible Employee	9

2.13.	Employer	9

2.14.	ERISA	9

2.15.	Identification Date	9

2.16.	Key Employee	9

2.17.	Participant	9

2.18.	Plan	9


2.19.	Plan Sponsor	9

2.20.	Plan Year	9

2.21.	Potential Change in Control	10

2.22.	Related Employer	10

2.23.	Retirement	10

2.24.	Separation from Service	10

2.25.	Unforeseeable Emergency	11

2.26.	Valuation Date	12

2.27.	Years of Service	12

Article 3 - Participation		13

3.1.	Participation	13

3.2.	Termination of Participation	13

Article 4 - Participant Elections		14

4.1.	Deferral Agreement	14

4.2.	Amount of Deferral	14

4.3.	Timing of Election to Defer	14

4.4.	Election of Payment Schedule and Form of Payment	15

Article 5 - Employer Contributions		16

5.1.	Matching Contributions	16

5.2.	Other Contributions	16

Article 6 - Accounts and Credits		17

6.1.	Establishment of Account	17

6.2.	Credits to Account	17

Article 7 - Investment of Contributions		18

7.1.	Investment Options	18

7.2.	Adjustment of Accounts	18



Article 8 - Right to Benefits		19

8.1.	Vesting	19

8.2.	Death	19

8.3.	Disability	19

Article 9 - Distribution of Benefits		21

9.1.	Amount of Benefits	21

9.2.	Method and Timing of Distributions	21

9.3.	Unforeseeable Emergency	21

9.4.	Payment Election Overrides	22

9.5.	Cashouts of Amounts Not Exceeding Stated Limit	22

9.6.	Required Delay in Payment to Key Employees	22

9.7.	Change in Control	23

9.8.	Permissible Delays in Payment	23

9.9.	Permitted Acceleration of Payment	24

Article 10 - Amendment and Termination		26

10.1.	Amendment by Plan Sponsor	26

10.2.	Plan Termination Following Change in Control or Corporate Dissolution	26

10.3.	Other Plan Terminations	26

Article 11 - The Trust		27

11.1.	Establishment of Trust	27

11.2.	Trust	27

11.3.	Investment of Trust Funds	27

Article 12 - Plan Administration		28

12.1.	Powers and Responsibilities of the Administrator	28

12.2.	Claims and Review Procedures	29

12.3.	Plan Administrative Costs	30



Article 13 - Miscellaneous		31

13.1.	Unsecured General Creditor of the Employer	31

13.2.	Employer’s Liability	31

13.3.	Limitation of Rights	31

13.4.	Anti-Assignment	31

13.5	Facility of Payment	32

13.6.	Notices	32

13.7.	Tax Withholding	32

13.8.	Service Providers	32

13.9.	Indemnification	33

13.10.	Successors	34

13.11.	Disclaimer	34

13.12.	Governing Law, Jurisdiction and Venue	34

Preamble

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented, and administered in a manner consistent therewith.

General

1.1.

Plan

The Plan will be referred to by the name specified in the Adoption Agreement.

1.2.

Effective Dates

(a)

Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.

(b)

Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except as otherwise provided in the Adoption Agreement, all amounts deferred under the Plan prior to the Amendment Effective Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.

(c)

Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.

1.3.

Amounts Not Subject to Code Section 409A

Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned and vested on December 31, 2004 will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004.

Definitions

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1.

Account

“Account” means an account and any subaccounts established for the purpose of recording amounts credited on behalf of a Participant and any earnings, expenses, gains, losses, or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.

2.2.

Administrator

“Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.

2.3.

Adoption Agreement

“Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.

2.4.

Beneficiary

“Beneficiary” means the persons, trusts, estates, or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.

2.5.

Board or Board of Directors

“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

2.6.

Bonus

“Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.

2.7.

Change in Control

“Change in Control” means a Change in Control as defined in The Western Union Company 2024 Long-Term Incentive Plan (LTIP) or any successor plan, as amended from time to time.

2.8.

Code

“Code” means the Internal Revenue Code of 1986, as amended.

2.9.

Compensation

“Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.

2.10.

Director

“Director” means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan.

2.11.

Disability

“Disability” means that a Participant is disabled as defined in Section 6.01(i) of the Adoption Agreement.

2.12.

Eligible Employee

“Eligible Employee” means a full-time employee on the United States payroll of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement.

2.13.

Employer

“Employer” means the Plan Sponsor and any other Related Employer that is listed in Section 1.04 of the Adoption Agreement and which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.

2.14.

ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.15.

Identification Date

“Identification Date” means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement.

2.16.

Key Employee

“Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.

2.17.

Participant

“Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.

2.18.

Plan

“Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor, and as amended from time to time.

2.19.

Plan Sponsor

“Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise.

2.20.

Plan Year

“Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.

2.21.

Potential Change in Control

“Potential Change in Control” means any of the following: (a) the Employer enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Employer; (b) the Employer or any Person publicly announces an intention to take or consider taking actions which if consummated would constitute a Change in Control of the Employer; (c) any Person becomes the beneficial owner, directly or indirectly, of securities of the Employer representing 9.5% or more of either the then outstanding shares of common stock of the Employer or the combined voting power of the Employer 's then outstanding securities; unless that Person has filed a schedule under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated under Section 13, and that schedule (including any and all amendments) indicates that the Person has no intention to (i) control or influence the management or policies of the Employer, or (ii) take any action inconsistent with a lack of intention to control or influence the management or policies of the Employer; or (d) the Board adopts a resolution to the effect that a Potential Change in Control has occurred.

2.22.

Related Employer

“Related Employer” means the Plan Sponsor and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Plan Sponsor and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Plan Sponsor.

2.23.

Retirement

“Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.

2.24.

Separation from Service

“Separation from Service” means the date that the Participant dies, retires, or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to re-employment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.

Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months).

An independent contractor is considered to have experienced a Separation from Service with the Related Employer upon the expiration of the contract (or, in the case of more than one contract, all contracts) under which services are performed for the Related Employer if the expiration constitutes a good-faith and complete termination of the contractual relationship.

If a Participant provides services as both an employee and an independent contractor of the Related Employer, the Participant must separate from service both as an employee and as an independent contractor to be treated as having incurred a Separation from Service. If a Participant ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services in both capacities.

If a Participant provides services both as an employee and as a member of the Board of Directors of a corporate Related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as a Director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates as an employee that is not aggregated under Code Section 409A with any plan in which the Participant participates as a Director.

If a Participant provides services both as an employee and as a member of the Board of Directors of a corporate related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as an employee are not taken into account in determining whether the Participant has experienced a Separation from Service as a Director for purposes of a nonqualified deferred compensation plan in which the Participant participates as a Director that is not aggregated under Code Section 409A with any plan in which the Participant participates as an employee.

All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Code Section 409A and the final regulations thereunder.

2.25.

Unforeseeable Emergency

“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(1), (b)(2) and (d)(1)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The purchase of a home or payment of college tuition is not a severe financial hardship. Whether a Participant has experienced an Unforeseeable Emergency and the amount available to the Participant as a result of a Unforeseeable Emergency shall be determined by Administrator in accordance with Code §409A based on the relevant facts and circumstances.

2.26.

Valuation Date

“Valuation Date” means each business day of the Plan Year that the New York Stock Exchange is open.

2.27.

Years of Service

“Years of Service” means each one-year period for which the Participant receives service credit in accordance with the provisions of Section 7.01(d) of the Adoption Agreement.

Participation

3.1.

Participation

The Participants in the Plan shall be those Eligible Employees and Directors of the Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement.

3.2.

Termination of Participation

The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a Participant’s participation before the Participant experiences a Separation from Service, the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.

Participant Elections

4.1.

Deferral Agreement

If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer his or her Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this Article 4.

A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.

A deferral agreement may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9.3, a deferral agreement becomes irrevocable at the close of the specified period.

4.2.

Amount of Deferral

An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

4.3.

Timing of Election to Defer

Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is earned that is specified by the Administrator, except that if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant executed the deferral agreement and provided further that the compensation has not yet become ‘readily ascertainable’ within the meaning of Treas. Reg. § 1.409A-2(a)(8). In addition, if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Treas. Reg. § 1.409A-2(a)(6), the deferral agreement may be made not later than the end of the Employer’s taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

Except as otherwise provided below, an employee who is classified or designated as an Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral agreement within the thirty (30) day period beginning on the date the employee is classified or designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted by Section 4.01(b)(ii) of the Adoption Agreement. If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his or her deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable and effective over the total number of days in the performance period. The rules of this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Treas. Reg. § 1.409A-2(a)(7).

4.4.

Election of Payment Schedule and Form of Payment

All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.4.

(a)

If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the Adoption Agreement. Prior to the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a form of payment for any Employer contributions that may be credited to the Participant’s Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event, he or she shall be deemed to have elected Separation from Service as the distribution event. If he or she fails to elect a form of payment, he or she shall be deemed to have elected a lump sum form of payment.

(b)

If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement but in no event later than the time required by Treas. Reg. § 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his or her Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he or she shall be deemed to have elected Separation from Service in the distribution event. If the Participant fails to elect a form of payment, he or she shall be deemed to have elected a lump sum form of payment.

Employer Contributions

5.1.

Matching Contributions

If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participant’s Account with a matching contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement.

5.2.

Other Contributions

If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution or contributions determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. These contributions will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement.

Accounts and Credits

6.1.

Establishment of Account

For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator may establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

6.2.

Credits to Account

A Participant’s Account will be credited for each Plan Year with the amount of his or her elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions, if any, treated as allocated on his or her behalf under Article 5.

Investment of Contributions

7.1.

Investment Options

The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator.

7.2.

Adjustment of Accounts

The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains, and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.

Right to Benefits

8.1.

Vesting

A Participant, at all times, has a 100% nonforfeitable interest in the amounts credited to his or her Account attributable to his or her elective deferrals made in accordance with Section 4.1.

A Participant’s right to the amounts credited to his or her Account attributable to Employer contributions made in accordance with Article 5 shall be determined in accordance with the relevant schedule and provisions in Section 7.01 of the Adoption Agreement. Upon a Separation from Service and after application of the provisions of Section 7.01 of the Adoption Agreement, the Participant shall forfeit the nonvested portion of his or her Account.

If a Participant violates any restrictive covenants agreement or any non-solicitation or non-compete agreement that the Participant has signed with the Employer or an Affiliate, the Participant shall forfeit the Participant's entire Account under the Plan, other than balances attributable to a Participant’s elective deferrals made in accordance with Section 4.1, regardless of whether the Participant was vested in the amounts being forfeited. The Plan Sponsor shall determine whether a Participant has violated any such agreement in its sole discretion.

8.2.

Death

The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.01(c) of the Adoption Agreement and/or to accelerate distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement. If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to the Participant’s Account will be paid in accordance with the provisions of Article 9.

A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator. Whenever a Participant designates a new Beneficiary, all former Beneficiary designations by such Participant shall be revoked automatically. If a Participant and the Participant’s spouse divorce, any designations of the spouse as Beneficiary shall become null and void. The former spouse shall be treated as the Beneficiary under the Plan only if after the divorce is final, the Participant expressly re-designates the former spouse as the Participant’s Beneficiary.

A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to his or her estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 9.

8.3.

Disability

If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be based on the definition of Disability in Section 6.01(i) of the Adoption Agreement and in a manner consistent with the requirements of Code Section 409A.

Distribution of Benefits

9.1.

Amount of Benefits

The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.

9.2.

Method and Timing of Distributions

Except as otherwise provided in this Article 9, distributions under the Plan shall be made in accordance with the elections made or deemed made by the Participant under Article 4. Subject to the provisions of Section 9.6 requiring a six-month delay for certain distributions to Key Employees, distributions following a payment event shall commence at the time specified in Section 6.01(a) of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum period of sixty months from the originally scheduled date of payment, provided the election does not take effect for at least twelve months from the date on which the election is made. The distribution election change must be made in accordance with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A or the provisions of Treas. Reg. § 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments.

9.3.

Unforeseeable Emergency

A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan. A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section 8.01(b) of the Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year will be cancelled upon a withdrawal due to an Unforeseeable Emergency. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with Section 9.6 at the time he or she experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by section 9.6.

9.4.

Payment Election Overrides

If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the Participant or his or her Beneficiary regardless of whether the Participant had made different elections of time and/or form of payment or whether the Participant was receiving installment payments at the time of the event.

9.5.

Cashouts of Amounts Not Exceeding Stated Limit

If the vested amount credited to the Participant’s Account does not exceed the limit established for this purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he or she incurs a Separation from Service for any reason, the Employer shall distribute such amount to the Participant at the time specified in Section 6.01(a) of the Adoption Agreement in a single lump sum cash payment following such Separation from Service regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited to his or her Account or whether the Participant was receiving installments at the time of such termination. A Participant’s Account, for purposes of this Section 9.5, shall include any amounts described in Section 1.3.

9.6.

Required Delay in Payment to Key Employees

Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a Participant who is a Key Employee as of the date of his or her Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation from Service (or Retirement, if applicable).

(a)

A Participant is treated as a Key Employee if: (i) he or she is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he or she satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.

(b)

A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the fourth month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement.

(c)

The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements: (i) is reasonably designed to include all Key Employees, (ii) is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and (iii) results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c) will not be treated as a change in the time and form of payment for purposes of Treas. Reg. § 1.409A-2(b).

(d)

The six-month delay does not apply to payments described in Section 9.9(a), (b) or (d) or to payments that occur after the death of the Participant. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with this Section 9.6 at the time he or she incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay required by this Section 9.6.

9.7.

Change in Control

If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4. Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor in Section 11.03 of the Adoption Agreement. The Plan Sponsor, for this purpose, includes any corporation identified in this Section 9.7. All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6.

If a Participant continues to make deferrals in accordance with Article 4 after he or she has received a distribution due to a Change in Control, the residual amount payable to the Participant shall be paid at the time and in the form specified in the elections he or she makes in accordance with Article 4 or upon his or her death or Disability as provided in Article 8.

Whether a Change in Control has occurred will be determined by the Administrator in accordance with the rules and definitions set forth in the LTIP (as defined in Section 2.7). A distribution to the Participant will be treated as occurring upon a Change in Control if the Plan Sponsor terminates the Plan in accordance with Section 10.2 and distributes the Participant’s benefits within twelve months of a Change in Control as provided in Section 10.3.

9.8.

Permissible Delays in Payment

Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances (as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis):

(a)

The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month following the Participant’s Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed.

(b)

The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.

(c)

The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

9.9.

Permitted Acceleration of Payment

The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Treas. Reg. § 1.409A-3(j)(4), including the following events:

(a)

Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).

(b)

Compliance with Ethics Agreement and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.

(c)

De Minimis Amounts. A payment may be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), and (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Treas. Reg. § 1.409A-1(c)(2).

(d)

FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.

(e)

Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.

(f)

Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(g)

Other Events. A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.

10.

Amendment and Termination

10.1.

Amendment by Plan Sponsor

The Plan Sponsor reserves the right to amend the Plan (for itself and each Employer) through action of its Board of Directors or other authorized person. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his or her Account which had accrued and vested prior to the amendment.

10.2.

Plan Termination Following Change in Control or Corporate Dissolution

If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan under Treas. Reg. § 1.409A-1(c)(2) are also terminated so that all Participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements. In addition, the Plan Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of (a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable.

10.3.

Other Plan Terminations

The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any terminated arrangement under Code Section 409A and Treas. Reg. § 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the date the Plan Sponsor takes all necessary action to irrevocably terminate and liquidate the arrangements, (d) the Plan Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the termination does not occur proximate to a downturn in the financial health of the Plan Sponsor. The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

11.

The Trust

11.1.

Establishment of Trust

The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to Participants under Section 6.2. In the event that the Plan Sponsor wishes to establish a trust to provide a source of funds for the payment of Plan benefits, any such trust shall be constructed to constitute an unfunded arrangement that does not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA and the Code. If the Plan Sponsor elects to establish a trust in accordance with Section 10.01 of the Adoption Agreement, the provisions of Sections 11.2 and 11.3 shall become operative.

11.2.

Trust

Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency. The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency.

11.3.

Investment of Trust Funds

Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Administrator. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment adjustments to Participant Accounts under the Plan.

12.

Plan Administration

12.1.

Powers and Responsibilities of the Administrator

The Administrator has the full power and the full responsibility to administer the Plan in all of its details; subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:

(a)

To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;

(b)

To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;

(c)

To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

(d)

To administer the claims and review procedures specified in Section 12.2;

(e)

To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;

(f)

To determine the person or persons to whom such benefits will be paid;

(g)

To authorize the payment of benefits;

(h)

To make corrections and recover the overpayment of any benefits;

(i)

To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;

(j)

To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;

(k)

By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan.

12.2.

Claims and Review Procedures

(a)

Claims Procedure. If any person believes he or she is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action following an adverse decision on review. If the claim involves a Disability, the denial must also include the standards that governed the decision, including the basis for disagreeing with any health care professionals, vocational professionals or the Social Security Administration as well as an explanation of the scientific or clinical judgment underlying the denial. Such notification will be given within 90 days (45 days in the case of a claim regarding Disability) after the claim is received by the Administrator. The Administrator may extend the period for providing the notification by 90 days (30 days in the case of a claim regarding Disability, which may be extended an additional 30 days) if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period (45 day period in the case of a claim regarding Disability). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his or her claim.

(b)

Review Procedure. Within 60 days (180 days in the case of a claim regarding Disability) after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days (180 days in the case of a claim regarding Disability) of the date denial is considered to have occurred), such person (or his or her duly authorized representative) may (i) file a written request with the Administrator for a review of his or her denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The notification will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. The decision on review will be made within 60 days (45 days in the case of a claim regarding Disability). The Administrator may extend the period for making the decision on review by 60 days (45 days in the case of a claim regarding Disability) if special circumstances require an extension of time for processing the request such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period (45 days in the case of a claim regarding Disability). If the decision on review is not made within such period, the claim will be considered denied.

If the claim is regarding Disability, and the determination of Disability has not been made by the Social Security Administration, the Railroad Retirement Board, or under the Plan Sponsor’s long-term disability plan, the person may, upon written request and free of charge, also receive the identification of medical or vocational experts whose advice was obtained in connection with the denial of a claim regarding Disability, even if the advice was not relied upon.

Before issuing any decision with respect to a claim involving Disability, the Administrator will provide to the person, free of charge, the following information as soon as possible and sufficiently in advance of the date on which the response is required to be provided to the person to allow the person a reasonable opportunity to respond prior to the due date of the response:

(i)

Any new or additional evidence considered, relied upon, or generated by the Administrator or other person making the decision; and

(ii)

A new or additional rationale if the decision will be based on that rationale.

(c)

Exhaustion of Claims Procedures and Right to Bring Legal Claim. No action at law or equity shall be brought prior to exhausting the claims and claims review procedures described in this Section 12.2. Any such lawsuit must be initiated no later than (a) one year after the event(s) giving rise to the claim occurred, or (b) 60 days after a final written decision was provided to the claimant under this section 12.2, whichever is sooner.

12.3.

Plan Administrative Costs

All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Plan to the extent not paid by the Employer.

13.

Miscellaneous

13.1.

Unsecured General Creditor of the Employer

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer. Each Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

13.2.

Employer’s Liability

Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements. An Employer shall have no liability to Participants employed by other Employers.

13.3.

Limitation of Rights

Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.

13.4.

Anti-Assignment

Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p), none of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder. Notwithstanding the preceding, the benefit payable from a Participant’s Account may be reduced, at the discretion of the Administrator, to satisfy any debt or liability to the Employer.

13.5.

Facility of Payment

If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his or her affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.

13.6.

Notices

Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if either actually delivered at said address or, in the case or a letter, five business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified.

13.7.

Tax Withholding

If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his or her Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.

13.8.

Service Providers

The Plan Sponsor or Administrator may, in their sole discretion, retain one or more independent entities to provide services in connection with the operation and administration of the Plan. Except as may be specifically delegated or assigned to any such entity in writing or as otherwise provided in this Plan, the Administrator shall retain all discretionary authority under this Plan. No Participant or other person shall be a third party beneficiary with respect to, or have any rights or recourse under, any contractual arrangement between the Plan Sponsor or Administrator and any such service provider.

13.9.

Indemnification

(a)

Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.

(b)

The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

(c)

Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his or her heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment, or restatement of the Plan.

(d)

The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.

(e)

For the purposes of this Section, the following definitions shall apply:

(i)

“Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, Director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was performing administrative functions under the Plan.

(ii)

“Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration.

13.10.

Successors

The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the Participant and the Participant’s designated Beneficiaries.

13.11.

Disclaimer

It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A.

13.12.

Governing Law, Jurisdiction and Venue

The Plan will be construed, administered, and enforced according to the laws of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement.

Any legal action involving benefits claimed or legal obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Denver, Colorado. Federal law shall be applied in the interpretation and application of this Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement shall apply.

EX-10.2 3 wu-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

Supplemental Incentive Savings Plan
Adoption Agreement

Amended & Restated effective April 1, 2025

Table of Contents


1.01	Preamble	3

1.02	Plan	4

1.03	Plan Sponsor	4

1.04	Employer	4

1.05	Administrator	4

1.06	Key Employee Determination Dates	4

2.01	Participation	5

3.01	Compensation	6

3.02	Bonuses	7

4.01	Participant Contributions	8

5.01	Employer Contributions	10

6.01	Distributions	13

7.01	Vesting	18

8.01	Unforeseeable Emergency	21

9.01	Investment Decisions	21

10.01	Trust	22

11.01	Termination Upon Change In Control	22

11.02	Automatic Distribution Upon Change In Control	23

11.03	Change In Control	23

12.01	Governing State Law	23

Appendix A		25

1.01 Preamble

By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]

(a)

☐ adopts a new plan as of [month, day, year]

(b)

☒ amends and restates its existing plan as of April 1, 2025 which is the Amendment Effective Date. Except as otherwise provided in Appendix A, all amounts deferred and elections made (unless modified) under the Plan prior to the Amendment Effective Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.

Original Effective Date: September 29, 2006 which was the date that The Western Union Company was spun off from First Data Corporation (the "Spin-Off Date"). The Plan was previously amended and restated effective as of April 1, 2018, and further amended and restated effective as of January 1, 2022.

Accounts transferred from the First Data Supplemental Incentive Savings Plan on the Spin-Off Date to this Plan included accrued liabilities contributed after December 31, 2004 plus related earnings and bookkeeping accounts for employer matching contributions, Service-Related Contributions and Incentive Savings Plan (ISP) Plus Contributions to the extent non-vested as of December 31, 2004, and for employer matching contributions, Service-Related Contributions and Incentive Savings Plan (ISP) Plus Contributions credited after December 31, 2004, plus related earnings, by Participants who are Business Employees.

“Business Employee” means a Transferred Employee or any other individual employed at any time on or prior to the Spin-Off Date by the Company or its Affiliates who has, as of the Spin-Off Date, or who, immediately prior to his or her termination of employment with all of First Data Corporation and its affiliates, had employment duties primarily related to the business of providing consumer to consumer money transfer services, consumer to business payment services, retail money order services and certain prepaid services. For purposes of this paragraph, "Transferred Employee" means an employee of First Data Corporation or any of its affiliates (other than the Company or any of its Affiliates) whose employment is transferred to the Company or any of its Affiliates immediately prior to the Spin-Off Date.

Pre-409A Grandfathering: ☐ Yes ☒ No

By executing this Adoption Agreement, the Plan Sponsor (as defined below) has adopted the Plan (as defined below) consisting of the Basic Plan Document along with this Adoption Agreement (and any exhibits or schedules attached hereto). The Plan Sponsor, by completing this Adoption Agreement has made the specific choices regarding plan design as set forth in the Adoption Agreement together with the detailed additional provisions set out in the Basic Plan Document. All capitalized terms used in this Adoption Agreement have the same meaning given in the Basic Plan Document.

1.02 Plan

Plan Name: The Western Union Company Supplemental Incentive Savings Plan

Plan Year: Calendar Year

1.03 Plan Sponsor

Name: The Western Union Company

Address: 7001 East Belleview Avenue, Denver, CO 80237

EIN #: 20-4531180

Fiscal Year: 1/1 – 12/31 (Calendar Year)

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an

established securities market? ☒ Yes ☐ No

1.04 Employer

The Plan Sponsor or Affiliate authorized by the Plan Sponsor to participate in the Plan. Affiliate means any entity that is treated as a single employer together with the Plan Sponsor pursuant to Code § 414(b) or (c).

1.05 Administrator

The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:

Name: The Western Union Company’s Retirement Committee, or its successor

Address: 7001 East Belleview Avenue, Denver, CO 80237

Note: The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.

1.06 Key Employee Determination Dates

The Employer has designated December 31 as the Identification Date for purposes of determining Key Employees.

The Employer has designated April 1 as the effective date for purposes of applying the six month delay in distributions to Key Employees.

2.01 Participation

(a) ☒ Employees [complete (i), (ii) or (iii)]

(i) ☒ Eligible Employees are selected by the Employer and shall be limited to a select group of senior management or highly compensated employees. Eligibility to defer amounts under the Plan for any calendar year shall not confer the right to defer amounts for any subsequent year.

(ii) ☐ Eligible Employees are those employees of the Employer who satisfy the following criteria:

(iii) ☐ Employees are not eligible to participate.

(b) ☒ Directors [complete (i), (ii) or (iii)]

(i) ☐ All Directors are eligible to participate.

(ii) ☐ Only Directors selected by the Employer are eligible to participate.

(iii) ☒ Directors are not eligible to participate.

3.01 Compensation

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:

(a) ☒ Compensation is defined as:

“Base Salary” means a Participant's annualized base salary, without taking into account (a) commissions, bonus amounts of any kind, reimbursements of expenses, income realized upon exercise of stock options or sales of stock, or (b) deferrals of income under this Plan or any other employee benefit plan of the Plan Sponsor or an Affiliate

“Bonus” means the payout amount earned by a Participant under one of the Plan Sponsor's annual bonus or incentive compensation plans, but shall not include any amount paid pursuant to The Western Union Company 2024 Long-Term Incentive Plan or any successor plan.

"Salary" means a Participant's Base Salary plus commissions and incentive compensation, other than Bonus or Performance Grants, paid to the Participant for personal services rendered by the Participant to the Employer or an Affiliate during a calendar year.

(b) ☐ Compensation as defined in [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.

(d) ☐ Compensation shall, for all Plan purposes, be limited to $ .

(e) ☐ Not Applicable.

3.02 Bonuses

Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate deferral election:


	[Will be treated as]
Type	Performance Based Compensation
	Yes	No
Performance Incentive Plan	☐	☒
	☐	☐
	☐	☐
	☐	☐
	☐	☐

☐ Not Applicable.

4.01 Participant Contributions

If Participant contributions are permitted, complete (a) and (b). Otherwise complete (c).

(a) Amount of Deferrals

A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and/or “percentage amount”.

(i) Compensation other than Bonuses [do not complete if you complete (iii)]


Type of Remuneration	Dollar Amount		% Amount		Increment
Type of Remuneration		Min	Max	Min	Max
Salary			5%	80%	1%
			%	%	%
			%	%	%

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

(ii) Bonuses [do not complete if you complete (iii)]


Type of Bonus	Dollar Amount		% Amount		Increment
Type of Bonus		Min	Max	Min	Max
Bonus			5%	80%	1%
			%	%	%
			%	%	%

(iii) Compensation [do not complete if you completed (i) and (ii)]


Dollar Amount		% Amount		Increment
Min	Max	Min	Max	Increment
		%	%	%

(iv) Director Compensation


Type of Compensation	Dollar Amount		% Amount		Increment
Type of Compensation		Min	Max	Min	Max
Annual Retainer			%	%	%
Meeting Fees Other:			%	%	%
Other:			%	%	%

(b) Election Period

(i) Performance Based Compensation

A special election period

☒ May

☐ Does Not

apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

The special election period, if applicable, will be determined by the Employer.

(ii) Newly Eligible Participants

An employee who is classified or designated as an Eligible Employee during a Plan Year

☒ May

☐ May Not

elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he or she is eligible to participate in the Plan.

In the Employee's first year of participation, if the Bonuses for which the election is made is an annual bonus or is otherwise based on a specified performance period, then the Employee's Deferral election with respect to the Bonuses will apply only to the portion of the Bonus equal to the total amount of the Bonuses multiplied by the ratio of the number of days remaining in the performance period after the date of the Deferral agreement over the total number of days in the performance period.

The special election period, if applicable, will be determined by the Employer.

☐ Participant contributions are not permitted under the Plan.

5.01 Employer Contributions

If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete (c).

(a) Matching Contributions
(i) Amount

For each Plan Year, the Employer shall make a matching contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:

(A) ☐ [insert percentage]% of the Compensation the Participant has elected to defer for the Plan Year

(B) ☐ An amount determined by the Employer in its sole discretion

(D) ☒ Other:

For any Plan Year in which a Participant is deferring amounts under the Plan, the Participant shall be credited with an amount equal to the excess (if any) of the amount described in (1) minus (2):

1. An Employer matching contribution on the Participant’s total deferrals under The Western Union Company Incentive Savings Plan and this Plan, calculated using eligible Compensation under this Plan, as determined by the Plan Sponsor, with a matching contribution formula of 100% on the first 3% of eligible Compensation deferred, and 50% on the next 2% of eligible Compensation deferred, if those Employer contributions were determined:

Without regard to the limits imposed by Code Section 415; and

Without regard to the limits imposed by Code Section 401(a)(17)

2. The maximum Employer contribution amount (either Employer matching contribution or Employer nonelective contribution, as applicable) that could be credited based on the Participant’s Compensation under The Western Union Company Incentive Savings Plan as adjusted by IRS limits and any employee voluntary deferrals credited to this Plan that reduced compensation below the Code Section 401(a)(17) limit.

provided, however, that the amounts credited to the Participant’s Account for any year pursuant to the foregoing shall not exceed the total employe matching or non-elective contributions that would be provided under the Incentive Savings Plan absent any plan-based restrictions that reflect limits on qualified plan contributions under the Code.

(E) ☐ Not Applicable [Proceed to Section 5.01(b)]

(ii) Eligibility for matching contribution

A Participant who defers Compensation for the Plan Year shall receive an allocation of matching contributions determined in accordance with Section 5.01(a)(i) provided he or she satisfies the following requirements [complete the ones that are applicable]:

(A) ☐ Describe requirements:

(B) ☒ Is selected by the Employer in its sole discretion to receive an allocation of matching contributions

(iii) Time of Allocation

Matching contributions, if made, shall be treated as allocated [select one]:

(A) ☐ As of the last day of the Plan Year

(B) ☐ At such times as the Employer shall determine in its sole discretion

(C) ☒ At the time the Compensation on account of which the matching contribution is being made would otherwise have been paid to the Participant

(D) ☐ Other:

(b) Other Contributions

(i) Amount

The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:

(A) ☐ An amount equal to [insert percentage]% of the Participant’s Compensation

(B) ☒ An amount determined by the Employer in its sole discretion

(D) ☐ Other:

(E) ☐ Not Applicable [Proceed to Section 6.01]

(ii) Eligibility for Other Contribution

A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he or she satisfies the following requirements [complete the one that is applicable]:

(A) ☐ Describe requirements:

(B) ☒ Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(iii) Time of Allocation

Employer contributions, if made, shall be treated as allocated [select one]:

(A) ☐ As of the last day of the Plan Year

(B) ☒ At such times or times as the Employer shall determine in its sole discretion

☐ Employer contributions are not permitted under the Plan.

6.01 Distributions

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.

(a) Timing of Distributions

(i) All distributions shall commence in accordance with the following [choose one]:

(A) ☒ As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).

(B) ☐ Monthly on specified day [insert day]

(D) ☐ Calendar quarter on specified month and day [insert month and day] [insert numerical quarter 1, 2, 3, or 4]

(ii) The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

(A) ☐ Event Delay – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for [insert number of months] months

(B) ☐ Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases

(C) ☐ Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

(D) ☒ Not applicable

(b) Distribution Events

(i) Participant Contributions under Section 4.01(a)

Participants may elect the following payment events and the associated form or forms of payment. If multiple events for each year are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5, 7, 9).


			Lump Sum	Installments

(A)	☒	Specified Date (MM/DD/YYYY)	☒	1-10 years

(B)	☐	Specified Age	☐	years

(C)	☐	Separation from Service	☐	years

(D)	☐	Separation from Service plus 6 months	☐	years

(E)	☒	Separation from Service plus 0, 1, 2, 3,	☒	1-10 years
		4 or 5 years

(F)	☐	Retirement	☐	years

(G)	☐	Retirement plus 6 months	☐	years

(H)	☐	Retirement plus 12 months	☐	years

(I)	☐	Disability	☐	years

(J)	☐	Death	☐	years

(K)	☐	Change in Control	☐	years

The minimum deferral period for Specified Date or Specified Age event shall be 4 years.

Installments may be paid [select each that applies]

☐ Monthly

☒ Quarterly

☐ Semi-Annually

☒ Annually

(ii) Employer Contributions under Section 5.01(a) and (b)


			Lump Sum	Installments

(A)	☒	Specified Date	☒	1-10 years

(B)	☐	Specified Age	☐	years

(C)	☐	Separation from Service	☐	years

(D)	☐	Separation from Service plus 6 months	☐	years

(E)	☒	Separation from Service plus 0, 1, 2, 3,	☒	1-10 years
		4 or 5 years

(F)	☐	Retirement	☐	years

(G)	☐	Retirement plus 6 months	☐	years

(H)	☐	Retirement plus 12 months	☐	years

(I)	☐	Disability	☐	years

(J)	☐	Death	☐	years

(K)	☐	Change in Control	☐	years

The minimum deferral period for Specified Date or Specified Age event shall be 4 years.

Installments may be paid [select each that applies]

☐ Monthly

☒ Quarterly

☐ Semi-Annually

☒ Annually

(c) Specified Date and Specified Age elections may not extend beyond age [insert age or “Not Applicable” if no maximum age applies].

(d) Payment Election Override

Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]:


Events		Form of Payment
		Lump Sum	Installments
☐	Separation from Service	☐
☐	Separation from Service before Retirement	☐
☒	Death	☒
☒	Disability	☒
☐	Not Applicable	☐

(e) Involuntary Cashouts

☒ If the Participant’s vested Account at the time of his or her Separation from Service does not exceed the applicable dollar amount under Code § 402(g)(1)(B), distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.

☐ There are no involuntary cashouts.

(f) Retirement

☒ Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:

Attains age 65

☐ No special definition of Retirement applies.

(g) Distribution Election Change

A Participant

☒ Shall

☐ Shall Not

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification 1 number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.

(h) Frequency of Elections

The Plan Sponsor

☒ Has

☐ Has Not

elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he or she first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.

(i) Disability

For Purposes of Section 2.11 of the Plan, Disability shall be defined as

☐ Total disability as determined by the Social Security Administration or the Railroad Retirement Board.

☐ As determined by the Employer’s long term disability insurance policy.

☒ As follows [insert description of requirements]:

"Disability" means that the Participant (a) is unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under a disability or accident or health plan covering employees of the Employer and Affiliates.

☐ Not applicable.

7.01 Vesting

(a) Matching Contributions

The Participant’s vested interest in the amount credited to his or her Account attributable to matching contributions shall be based on the following schedule:

☒


Years of Service	Vesting %
0	0%	[insert "100" if there is immediate vesting]
1	25%
2	50%
3	75%
4	100%

☐ Other:

☐ Class year vesting applies:

☐ Not applicable.

(b) Other Employer Contributions

The Participant’s vested interest in the amount credited to his or her Account attributable to Employer contributions other than matching contributions shall be based on the following schedule:

☐


Years of Service	Vesting %
0	%	[insert "100" if there is immediate vesting]
1	%
2	%
3	%
4	%
5	%
6	%
7	%
8	%
9	%

☒ Other:

As determined by the Plan Sponsor at the time any discretionary contributions are made to the Plan

☐ Class year vesting applies:

☐ Not applicable.

The Participant’s vested interest in his or her Account will automatically be 100% upon the occurrence of the following events [select the ones that are applicable]:

(i) ☒ Death.

(ii) ☒ Disability.

(iii) ☐ Change in Control.

(iv) ☒ Eligibility for Retirement.

(v) ☒ Other:

Termination of the Plan

(vi) ☐ Not applicable.

(d) Years of Service

(i)

A Participant’s Years of Service shall include all service performed for the Employer and

☒ Shall

☐ Shall Not

include service performed for the Related Employer.

(ii)

Years of Service shall also include service performed for the following entities:

(iii)

Years of Service shall be determined in accordance with [select one]:

(A) ☐ The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(B) ☐ The general method in DOL Reg. Sec. 2530.200b-1 through b-4

(D) ☒ Other:

Means the number of completed years of uninterrupted service from a Participant's most recent date of hire; provided, however, that a Participant who is re-employed by the Employer or an Affiliate within 31 days of the date of a Separation from Service will be treated as having uninterrupted service during such period for purposes of Section 7.01 and a Participant who is re-employed by the Employer or an Affiliate within one year of the date of a Separation from Service will receive credit for the Years of Service they accumulated on or before their prior Separation from Service for purposes of Section 7.01.

Years of Service also includes: (a) periods the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months, or if longer, so long as the Participant retains the right to reemployment with the Employer or an Affiliate under an applicable statute or contract; and (b) prior service with certain acquired companies or other affiliated companies provided the prior service is negotiated for in the applicable acquisition agreement. In the absence of such provision in the applicable acquisition agreement and subject to a determination by the Committee, Years of Service may include prior service recognized by the acquired company or other company affiliated with the acquired company immediately preceding the effective sale date of the applicable acquisition agreement.

(iv) ☐ Not applicable.

8.01 Unforeseeable Emergency

(a)

A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

☒ Will

☐ Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

be allowed.

(b)

Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:

☒ May, at the discretion of the Plan Sponsor

☐ Will Not

be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

9.01 Investment Decisions

Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:

(a) ☒ The Participant or his or her Beneficiary

(b) ☐ The Employer

10.01 Trust

The Employer [select one]:
☐ Does

☒ Does Not

intend to establish a trust as provided in Article 11 of the Plan.

Upon the occurrence of any Potential Change in Control, the Plan Sponsor may in its discretion transfer to a Deferred Compensation and Benefits Trust ( "DCB Trust") an amount of cash, marketable securities, or other property acceptable to the trustee equal in value of up to 105% of the amount necessary to pay the Plan Sponsor's obligations with respect to Accounts under this Plan (the "Funding Amount"). Any cash, marketable securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust. In addition, from time to time, the Plan Sponsor may make any and all additional transfers of cash, marketable securities, or other property acceptable to the trustee as may be necessary in order to maintain the Funding Amount with respect to this Plan. Any amounts transferred to the DCB Trust under this paragraph shall, at any time prior to the consummation of a Potential Change in Control, be returned to the Plan Sponsor by the Trustee at the Plan Sponsor's request. The Plan Sponsor and any successor shall continue to be liable for the ultimate payment of Participants' Accounts.

Notwithstanding the immediately preceding paragraph, the Plan Sponsor will not transfer any cash, securities, or other property to the DCB Trust at a time when such a transfer would cause adverse tax consequences under Code § 409A.

11.01 Termination Upon Change In Control

The Plan Sponsor
☒ Reserves

☐ Does Not Reserve

the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.

11.02 Automatic Distribution Upon Change In Control

Distribution of the remaining vested balance of each Participant’s Account

☐ Shall

☒ Shall Not

automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.

11.03 Change In Control

A Change in Control for Plan purposes is subject to the terms defined in Section 2.7.

12.01 Governing State Law

The laws of Colorado shall apply in the administration of the Plan to the extent not preempted by ERISA.

Execution Page

The Plan Sponsor has caused this Adoption Agreement to be executed this 28th day of March, 2025.

Plan Sponsor : The Western Union Company

By : /s/ Jana Huntsman

Title : VP, Global Benefits Special Effective Dates Not Applicable

Appendix A

EX-15 4 wu-ex15.htm EX-15 EX-15

Exhibit 15

Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information

The Board of Directors and Stockholders of The Western Union Company

We are aware of the incorporation by reference in the following Registration Statements:

(1)

Registration Statement (Form S-3 No. 333-290539) of The Western Union Company, and

(2)

Registration Statement (Form S-8 Nos. 333-279547, 333-204183, and 333-137665) pertaining to The Western Union Company 2024 Long-Term Incentive Plan, The Western Union Company 2015 Long-Term Incentive Plan, The Western Union Company 2006 Long-Term Incentive Plan, The Western Union Company 2006 Non-Employee Director Equity Compensation Plan, and The Western Union Company Supplemental Incentive Savings Plan

of our report dated October 27, 2025, relating to the unaudited condensed consolidated interim financial statements of The Western Union Company that are included in its Form 10-Q for the quarter ended September 30, 2025.


	/s/ Ernst & Young LLP
Denver, Colorado
October 27, 2025

EX-31.1 5 wu-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Devin B. McGranahan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Western Union Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	October 27, 2025	/s/ Devin B. McGranahan
		Devin B. McGranahan
		President and Chief Executive Officer

EX-31.2 6 wu-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Matt Cagwin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Western Union Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	October 27, 2025	/s/ Matt Cagwin
		Matt Cagwin
		Chief Financial Officer

EX-32 7 wu-ex32.htm EX-32 EX-32

Exhibit 32

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

The certification set forth below is being submitted in connection with the Quarterly Report of The Western Union Company on Form 10-Q for the period ended September 30, 2025 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Devin B. McGranahan and Matt Cagwin certify that, to the best of each of their knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Western Union Company.



Date:	October 27, 2025	/s/ Devin B. McGranahan
		Devin B. McGranahan
		President and Chief Executive Officer



Date:	October 27, 2025	/s/ Matt Cagwin
		Matt Cagwin
		Chief Financial Officer