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Frontdoor, Inc.

For the period ended Mar 31, 2025. Filed May 1, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 1, 2025

FTDR$100.73+3.7%Stored close · as of Nov 9, 2026

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business

Frontdoor is the leading provider of home warranties and new home structural warranties in the United States, as measured by revenue, and operates primarily under the American Home Shield and 2-10 HBW brands. Our customizable home warranties help customers protect and maintain their homes, typically their most valuable asset, from costly and unplanned breakdowns of essential home systems and appliances. Our home warranty customers usually subscribe to an annual service plan agreement that covers the repair or replacement of major components of up to 29 home systems and appliances, including electrical, plumbing, HVAC systems, water heaters, refrigerators, dishwashers and ranges/ovens/cooktops, as well as optional coverages for electronics, pools, spas and pumps. Our new home structural warranty business provides value to home builders and owners of new homes by providing coverage, including insurance-backed coverage for workmanship, systems and/or structural failures, as well as other post-construction services. We also offer non-warranty home services via our website and app to our home warranty customers directly and others through partnerships and our subscription-based Frontdoor app. As of March 31, 2025, we had approximately 2.1 million active home warranties across all brands in the United States.

Note 2. Significant Accounting Policies

Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in our 2024 Form 10-K. There have been no material changes to our significant accounting policies during the three months ended March 31, 2025.

Basis of Presentation

We recommend that the accompanying condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2024 Form 10-K. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results that might be achieved for the respective full year.

Newly Issued Accounting Standards

In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which improves income tax disclosure requirements, primarily through enhanced disclosures related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and the guidance should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact of this ASU on our enhanced disclosures.

In 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses on an annual and interim basis. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the guidance can be applied either prospectively or retrospectively. We are currently evaluating the impact of this ASU on our enhanced disclosures.

Note 3. Revenue

The majority of our revenue is generated from home warranty contracts entered into with our customers. Home warranty contracts are typicallyone year in duration. We derive substantially all of our revenue from customers in the United States.

We disaggregate revenue from contracts with customers into major customer acquisition channels. We determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by major customer acquisition channel for our home warranties and other revenue is as follows:

Three Months Ended
March 31,
(In millions) · 2025 · 2024
Renewals$333$298
Real estate(1)2727
Direct-to-consumer(1)3236
Other3317
Total$426$378

(1)

First-year revenue only.

Our home warranty contracts have one primary performance obligation, which is to provide for the repair or replacement of essential home systems and appliances, as applicable per the contract. We recognize revenue at the agreed upon contractual amount over time using the input method in proportion to the costs expected to be incurred in performing services under the contracts. Those costs bear a direct relationship to the fulfillment of our obligations under the contracts and are representative of the relative fair value of the services provided to the customer. As the costs to fulfill the obligations of the home warranties are incurred on an other-than-straight-line basis, we utilize historical evidence to estimate the expected claims expense and related timing of such costs and make a corresponding adjustment each period to the timing of our related revenue recognition. This adjustment to the straight-line revenue creates a contract asset or contract liability, as described under the heading “Contract Assets and Liabilities” below. We regularly review our estimates of claims costs and adjust these estimates when appropriate.

Renewals

Revenue from customer renewals of home warranty contracts, which were previously initiated in the real estate or direct-to-consumer channel are classified as renewal revenue above. Renewals relate to consecutive contract periods and take place at the end of the first year of a real estate or direct-to-consumer home warranty contract and continue to be categorized in our renewal channel thereafter. Customer payments for renewals are primarily received in installments over the new contract period.

Real estate

Real estate home warranties are sold through annual contracts that occur in connection with a real estate sale. These plans are typically paid in full at closing on the real estate transaction. First-year revenue from the real estate channel is classified as real estate above. Upon renewal of the contract, which is often exercised by the customer, the future revenue derived from home warranties sold in this channel is classified as renewal revenue as described above.

Direct-to-consumer

Direct-to-consumer home warranties are sold through annual contracts that occur in response to our marketing efforts. Customer payments for direct-to-consumer sales are primarily received in installments over the contract period. First-year revenue from the direct-to-consumer channel is classified as direct-to-consumer above. Upon renewal of the contract, which is often exercised by the customer, the future revenue derived from home warranties sold in this channel is classified as renewal revenue as described above.

Other

Other revenue primarily includes revenue generated by non-warranty home services and new home structural warranties.

Deferred Customer Acquisition Costs

We capitalize the incremental costs of obtaining a contract with a customer and recognize the related expense using the input method in proportion to the costs expected to be incurred in performing services under the contract, over the expected customer relationship period. Deferred customer acquisition costs were $11 million as of March 31, 2025 and December 31, 2024. Amortization of deferred customer acquisition costs was $2 million and $3 million for the three months ended March 31, 2025 and 2024, respectively. There wereno impairment losses related to these capitalized costs during thethree months ended March 31, 2025 and 2024.

Deferred Policy Acquisition Costs

We capitalize certain costs related to the issuance of insurance policies under the new home warranty program as deferred policy acquisition costs and amortize these costs over the contract period. We anticipate that all deferred policy acquisition costs will be recoverable. Deferred policy acquisition costs were less than $1 million as of March 31, 2025 and December 31, 2024. Amortization of deferred policy acquisition costs was less than $1 million for the three months ended March 31, 2025. There wasno amortization of deferred policy acquisition costs for the three months ended March 31, 2024.

Receivables, Less Allowance

We record a receivable due from customers once we have an unconditional right to invoice and receive payment in the future related to the services provided. An allowance is recorded based on amounts anticipated to be collected. Contracts for home warranties may be invoiced upfront or monthly in straight-line installment payments over the contract period. The payment terms are determined prior to the execution of the contract.

Contract Assets and Liabilities

Contract assets arise when we recognize revenue for our home warranty contracts prior to a customer being invoiced. These timing differences are created when the recognition of revenue in proportion to the costs expected to be incurred in performing the services under the contract are accelerated as compared to the recognition of revenue on a straight-line basis over the contract period. There wereno contract assets as of March 31, 2025.

Our contract liabilities consist of deferred revenue which is recognized when cash payments are received in advance of the performance of services, including when the amounts are refundable. Amounts are recognized as revenue in proportion to the costs expected to be incurred in performing services under our contracts.

A summary of the changes in deferred revenue, including the long-term portion for the three months ended March 31, 2025 is as follows:

(In millions)
Balance as of December 31, 2024$135
Deferral of revenue137
Recognition of deferred revenue(75)
Balance as of March 31, 2025$196

There was approximately $58 million of revenue recognized during thethree months ended March 31, 2025 that was included in the deferred revenue balance as of December 31, 2024.

Unearned Insurance Premium

New home structural warranty revenue is recognized over the life of the contract in proportion to the costs expected to be incurred in performing services under the contract. Amounts not earned and recognized to date are recognized as unearned insurance premium on the accompanying condensed consolidated statement of financial position.

Deferred Reinsurance

In the normal course of business, we seek to reduce our loss exposure in the new home warranty program by reinsuring certain levels of risk with reinsurers. Premiums ceded are recognized within revenue over the term of underlying insurance policies, and the unexpired portion of reinsurance is deferred and recognized as deferred reinsurance on the accompanying condensed consolidated statement of financial position.

Note 4. Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment on an annual basis, or more frequently if circumstances indicate a potential impairment. We perform our annual assessment for impairment on October 1 of every year.

The balance of goodwill was $964 million and $967 million as of March 31, 2025 and December 31, 2024, respectively. There wereno goodwill impairment charges during thethree months ended March 31, 2025 and 2024. The $3 million reduction in goodwill during the three months ended March 31, 2025 was driven by the finalization of the 2-10 HBW Acquisition purchase price.

The following table provides a summary of the components of our intangible assets:

As of March 31, 2025 · As of December 31, 2024
Accumulated · Accumulated
(In millions) · Gross · Amortization · Net · Gross · Amortization · Net
Trade names(1)$141$—$141$141$—$141
Value of business acquired148(8)139148(1)147
Home warranty customer relationships214(174)39214(173)41
Builder relationships73(2)7173—72
Developed technology35(21)1435(19)16
Other63(33)3063(32)31
Total$673$(238)$435$673$(225)$448

(1)

Not subject to amortization.

Amortization expense was $13 million and $1 million for thethree months ended March 31, 2025 and 2024, respectively. There wereno intangible asset impairment charges during the three months ended March 31, 2025 and 2024.

Note 5. Leases

We have operating leases for our corporate headquarters located in Memphis, Tennessee, a collaboration center located in Scottsdale, Arizona and a technology collaboration center in Pune, India. We also continue to lease certain office space in other geographies, which we have, as indicated below, either exited or subleased. Our leases have remaining lease terms ranging from three years to 10 years, some of which include options to extend the leases for up tofive years.

The weighted-average remaining lease term and weighted-average discount rate related to our operating leases are as follows:

As of
March 31, · December 31,
2025 · 2024
Weighted-average remaining lease term (years)89
Weighted-average discount rate6.5%6.5%

We recognized operating lease expense of less than $1 million for each of thethree months ended March 31, 2025 and 2024. These expenses are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

Supplemental statement of financial position information related to our operating lease liabilities is as follows:

As of
March 31, · December 31,
(In millions) · 2025 · 2024
Other accrued liabilities$2$2
Operating lease liabilities2020
Total operating lease liabilities$22$22

Supplemental cash flow information related to our operating leases is as follows:

Three Months Ended
March 31,
(In millions) · 2025 · 2024
Cash paid on operating lease liabilities(1)$1$1
Right-of-use assets obtained in exchange for lease obligations—6

(1)

Amount is presented net of cash provided from sublease income.

The following table presents the maturities of our operating lease liabilities as of March 31, 2025:

(In millions)
2025 (remainder)(1)2
2026(1)3
20274
20283
20293
Thereafter13
Total future lease payments(1)27
Less imputed interest(6)
Total operating lease liabilities(1)$20

(1)

Amount is presented net of future sublease income totaling $1 million, which relates to the remainder of the year ending December 31, 2025 and the year ending December 31, 2026.

Note 6. Income Taxes

We are subject to taxation in the United States, various states and foreign jurisdictions. Substantially all of our income before income taxes for the three months ended March 31, 2025 and 2024 was generated in the United States.

We compute interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from operations before income taxes, except for significant unusual or infrequently occurring items. As a result, our estimated tax rate is adjusted each quarter. The effective tax rate on income before income taxes was 22.3 percent and 24.4 percent for the three months ended March 31, 2025 and 2024, respectively. The decrease in the effective tax rate was primarily due to share-based compensation.

Note 7. Acquisitions

On December 19, 2024, we completed the acquisition of all of the issued and outstanding common stock of 2-10 HBW pursuant to a purchase agreement dated June 3, 2024 for aggregate cash consideration of $585 million, subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in the business of 2-10 HBW as of the closing of the transaction. 2-10 HBW is a leading provider of new home structural warranties that provide home builders insurance-backed coverage and/or administrative services for workmanship, systems and/or structural failures. 2-10 HBW is also a provider of home warranties.

Total consideration as of March 31, 2025, is as follows:

(In millions)
Cash consideration paid$432
Payment of 2-10 HBW indebtedness157
Payment of 2-10 HBW transaction costs15
Total purchase price consideration604
Less: Acquired 2-10 HBW cash(24)
Total purchase price consideration, net of cash acquired$580

A summary of the consideration paid and the amounts of identified assets acquired and liabilities assumed at the acquisition date, as determined based on management's preliminary assessment of the acquisition date fair value, is as follows:

(In millions)
Cash and cash equivalents$24
Marketable securities15
Receivables4
Prepaid expenses and other current assets8
Property and equipment, net6
Goodwill461
Intangible assets309
Long-term marketable securities39
Deferred reinsurance66
Reinsurance recoverables9
Accounts payable(1)
Accrued liabilities:
Payroll and related expenses(8)
Home warranty claims(7)
Other(6)
Deferred revenue(29)
Deferred tax liabilities, net(25)
Unearned insurance premium(234)
Unpaid losses and loss adjustment reserves(12)
Long-term deferred revenue(12)
Other long-term liabilities(1)
Total consideration paid$604

As of March 31, 2025, the purchase price allocation for this acquisition has not been finalized. In particular, we are still evaluating the fair value of certain intangible assets. As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period in 2025. The $3 million reduction in goodwill during the three months ended March 31, 2025 was driven by the finalization of the 2-10 HBW Acquisition purchase price.

In conjunction with the 2-10 HBW Acquisition, we recognized acquisition-related costs of $2 million during thethree months ended March 31, 2025. These charges represent direct third-party costs, including legal, accounting and financial advisory fees and are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income. There wereno acquisition-related costs during thethree months ended March 31, 2024.

Unaudited pro forma revenue for the three months ended March 31, 2024 as if the 2-10 HBW Acquisition occurred as of January 1, 2024 was $419 million.

Note 8. Commitments and Contingencies

Accruals for home warranty claims are made using internal actuarial projections, which are based on current claims and historical claims experience. Accruals are established based on estimates of the ultimate cost to settle claims. Home warranty claims take approximately three months to settle, on average, and substantially all claims are settled withinsix months of incurrence. The amount of time required to settle a claim can vary based on a number of factors, including whether a replacement is ultimately required. In addition to our estimates, we engage a third-party actuary to perform an accrual analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and information provided by us. We regularly review our estimates of claims costs along with the third-party analysis and adjust our estimates when appropriate. We believe that utilizing actuarial methods in our estimation process to account for these liabilities provides a consistent and effective way to measure these judgmental accruals.

Unpaid losses and loss adjustment reserves represent the estimated ultimate cost of settling all new home structural warranty claims and includes the estimated costs of claims incurred but not reported as of the balance sheet date. The reserve is based upon the facts of each case and the Company’s experience with similar cases. The establishment of appropriate reserves is an inherently uncertain and complex process. Reserve estimates are primarily derived using an actuarial estimation process in which historical loss patterns are applied to actual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) to create an estimate of how losses are likely to develop over time. We regularly review our estimates of unpaid losses and adjust our estimates when appropriate. The Company reports its unpaid losses and loss adjustment reserves gross of the amounts related to unpaid losses recoverable from reinsurers and net of amounts ceded to reinsurers.

We have certain liabilities with respect to existing or potential claims, lawsuits and other proceedings. We accrue for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified.

Due to the nature of our business activities, we are also at times subject to pending and threatened legal and regulatory actions that arise out of the ordinary course of business. In the opinion of management, based in part upon advice of legal counsel, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on our business, financial position, results of operations or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that our business, financial position, results of operations or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

Note 9. Stock-Based Compensation

We recognized stock-based compensation expense of $8 million ($5 million, net of tax) and $7 million ($6 million, net of tax) for the three months ended March 31, 2025 and 2024, respectively. These charges are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

A summary of awards granted under the Omnibus Plan during the three months ended March 31, 2025 is as follows:

Weighted- · Weighted- · Weighted-
Number of · Average · Average · Average
Awards · Exercise · Grant Date · Vesting
Granted · Price · Fair Value · Period
Stock options679,06238.0316.704.0
Restricted stock units763,97438.033.0
Performance shares(1)182,75138.033.0

(1)

The information related to performance shares above assumes 100% of the performance condition, which is based on revenue and Adjusted EBITDA targets, is met. The ultimate number of performance shares that may be earned depends on the achievement of this performance condition.

As of March 31, 2025, there was $69 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, performance options, restricted stock units (“RSUs”) and performance shares. These costs are expected to be recognized over a weighted-average period of 2.66 years.

Note 10. Long-Term Debt

Long-term debt is summarized in the following table:

As of
March 31, · December 31,
(In millions) · 2025 · 2024
Term Loan A maturing in 2029(1)$407$412
Term Loan B maturing in 2031(2)786788
Revolving Credit Facility maturing in 2029——
Total debt1,1931,199
Less current portion(29)(29)
Total long-term debt$1,164$1,170

(1)

Term Loan A is presented net of unamortized debt issuance costs of $6 million as of March 31, 2025 and December 31, 2024.

(2)

Term Loan B is presented net of unamortized debt issuance costs of $10 million as of March 31, 2025 and December 31, 2024, and unamortized discount of $2 million as of March 31, 2025 and December 31, 2024.

As of March 31, 2025, we had $2 million of letters of credit outstanding under the Revolving Credit Facility, and the available borrowing capacity under the Revolving Credit Facility was $248 million. As of March 31, 2025, we were in compliance with the covenants under the Credit Agreement.

Scheduled Debt Payments

The following table presents future scheduled debt payments as of March 31, 2025:

(In millions)
2025 (remainder)$22
202629
202729
202829
2029342
Thereafter760
Total future scheduled debt payments1,211
Less unamortized debt issuance costs(16)
Less unamortized discount(2)
Total debt$1,193

Note 11. Segments

We operate asone operating and reportable segment, primarily under the American Home Shield brand. The majority of our revenue is generated from home warranty contracts entered into with our customers. The accounting policies applied to ourone operating and reportable segment are described in Note 2 to the audited consolidated financial statements included in our 2024 Form 10-K.

Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, regularly evaluates financial information, primarily revenue, net income and other measures, on a consolidated basis in deciding how to allocate resources and in assessing performance. Additionally, consolidated revenue is one key component of our incentive compensation program.

Information for ourone operating and reportable segment is as follows:

Three Months EndedMarch 31,
(In millions) · 2025 · 2024
Revenue$426$378
Cost of services rendered191184
Sales and marketing costs6566
Customer service costs2825
General and administrative costs5845
Other segment items (1)4725
Net Income$37$34
As of
March 31, · December 31,
2025 · 2024
Total Assets$2,121$2,107

(1)

Other segment items include depreciation and amortization expense, restructuring charges, interest expense, interest and net investment income, and provision for income taxes.

Note 12. Supplemental Cash Flow Information

Supplemental information relating to our accompanying condensed consolidated statements of cash flows is as follows:

Three Months Ended
March 31,
(In millions) · 2025 · 2024
Cash paid for (received from):
Interest expense$18$9
Interest income(6)(5)
Income tax payments, net of refunds1—

Note 13. Cash and Marketable Securities

Cash, money market funds and certificates of deposits with maturities of three months or less when purchased are included in Cash and cash equivalents on the accompanying condensed consolidated statements of financial position. As of March 31, 2025 and December 31, 2024, the amortized cost of our short- and long-term investments was less than $1 million and $53 million, respectively, and the estimated fair value of these investments was less than $1 million and $53 million, respectively. As of December 31, 2024, short- and long-term marketable securities primarily consisted of certificates of deposit, corporate bonds, mortgage-backed securities and U.S. government obligations and are classified as available-for-sale securities. There wereno unrealized losses which had been in a loss position for more than one year as of March 31, 2025.

Gains and losses on sales of investments, as determined on a specific identification basis, are included in investment income in the period they are realized. We periodically review our portfolio of investments to determine whether there has been an other than temporary decline in the value of the investments from factors such as deterioration in the financial condition of the issuer or the market(s) in which the issuer competes. During the three months ended March 31, 2025, there were $48 million in proceeds from sales of securities, $12 million in maturities and less than $1 million in gross realized gains and less than $1 million in gross realized losses resulting from sales of available-for-sale securities. During the three months ended March 31, 2024, there wereno proceeds, maturities, gross realized gains and gross realized losses resulting from sales of available-for-sale securities. There wereno impairment charges due to other than temporary declines in the value of certain investments for the three months ended March 31, 2025, and 2024.

Note 14. Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss), unrealized gains (losses) on derivative instruments and unrealized gains (losses) on marketable securities. We disclose comprehensive income (loss) in the accompanying condensed consolidated statements of operations and comprehensive income and condensed consolidated statements of changes in equity.

A summary of the changes in AOCI is as follows:

Balance at December 31, 2024$—
Other comprehensive income before reclassifications:
Pre-tax amount(9)
Tax provision(2)
After-tax amount(6)
Amounts reclassified from AOCI (1)(1)
Total other comprehensive loss(7)
Balance at March 31, 2025$(8)

(1)

Amounts are net of income taxes. See the table below on reclassifications out of AOCI for additional information.

A summary of reclassifications out of AOCI is as follows:

Three Months Ended
March 31,
(In millions) · 2025 · 2024
Gain (loss) on interest rate swap contracts(1)$1$2
Total reclassifications during the period$1$2

(1)

Included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income.

Note 15. Derivative Financial Instruments

We currently use a derivative financial instrument to manage risks associated with changes in interest rates by hedging the interest payments on a portion of our variable rate debt through the use of interest rate swap contracts. We do not hold or issue derivative financial instruments for trading or speculative purposes. In designating derivative financial instruments as hedging instruments under accounting standards for derivative instruments, we formally document the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives to forecasted transactions. We assess at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the projected cash flows of the associated forecasted transaction.

Our interest rate swap contracts are classified as cash flow hedges, and, as such, are recorded in the accompanying condensed consolidated statements of financial position on an individual basis as either an asset or liability at fair value, with changes in fair value recorded in AOCI. Cash flows related to the interest rate swap contracts are classified as operating activities in the accompanying condensed consolidated statements of cash flows.

The effective portion of the gain or loss on our interest rate swap contracts are recorded in AOCI. These amounts are reclassified into earnings in the same period or periods during which the hedged forecasted debt interest settlement affects earnings. See Note 14 to the accompanying condensed consolidated financial statements for the effective portion of the gain or loss on derivative instruments recorded in AOCI and for the amounts reclassified out of AOCI and into earnings during the periods presented. As the underlying forecasted transactions occur during the next 12 months, we estimate the unrealized hedging loss in AOCI expected to be recognized in earnings is less than $1 million, net of tax, as of March 31, 2025. The amounts ultimately reclassified into earnings during the next 12 months will be determined based on the actual interest rates in effect at the time the positions are settled, and as a result, they could differ materially from our estimate noted above.

Note 16. Fair Value Measurements

We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability. The valuation techniques require inputs that we categorize into a three-level hierarchy, from highest to lowest level of observable inputs, as follows: unadjusted quoted prices for identical assets or liabilities in active markets ("Level 1"); direct or indirect observable inputs, including quoted prices or other market data, for similar assets or liabilities in active markets or identical assets or liabilities in less active markets ("Level 2"); and unobservable inputs that require significant judgment for which there is little or no market data ("Level 3"). When multiple input levels are required for a valuation, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement, even though we may have also utilized significant inputs that are more readily observable.

The period-end carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these financial instruments. The period-end carrying amounts of short- and long-term marketable securities also approximate fair value and primarily consists of available-for-sale debt securities. Unrealized gains and losses are reported net of tax as a component of AOCI in the accompanying condensed consolidated statements of financial position. Any unrealized losses where the decline in value is other than temporary are reported in interest and net investment income in the accompanying condensed consolidated statements of operations and comprehensive income. There were no other than temporary declines in value for the periods ended March 31, 2024 and December 31, 2024. As of March 31, 2025 and December 31, 2024, the carrying amounts of our total debt were $1,193 million and $1,199 million, respectively, and the estimated fair values were $1,210 million and $1,211 million, respectively. The fair value of our debt was estimated based on available market prices for the same or similar instruments that are considered significant other observable inputs (Level 2) within the fair value hierarchy and was based on information available to us as of the respective period end dates.

We determine the fair value of our interest rate swap contracts using a forward interest rate curve obtained from a third-party market data provider. The fair value of each contract is the sum of the expected future settlements between the contract counterparties, discounted to present value. The expected future settlements are determined by comparing the contract interest rates to the expected forward interest rate as of each settlement date and applying the difference between these two rates to the notional amounts of debt in the interest rate swap contracts.

We did not change our valuation techniques for measuring the fair value of any financial assets and liabilities during the three months ended March 31, 2025. Transfers between hierarchy levels, if any, are recognized at the end of the reporting period. There wereno transfers between hierarchy levels during the three months ended March 31, 2025.

The carrying amount and estimated fair value of our financial instruments that are recorded at fair value on a recurring basis for the periods presented are as follows:

Estimated Fair Value Measurements
Quoted · Significant
Prices · Other · Significant
in Active · Observable · Unobservable
Carrying · Markets · Inputs · Inputs
(In millions) · Value · (Level 1) · (Level 2) · (Level 3)
As of March 31, 2025:
Other assets$2$—$2$—
Total assets$2$—$2$—
Other accrued liabilities2—2—
Other long-term liabilities11—11—
Total liabilities$12$—$12$—
As of December 31, 2024:
Marketable securities$15$6$9$—
Other assets3—3—
Long-term marketable securities38236—
Total assets$56$8$48$—
Other long-term liabilities$3$—$3$—
Total liabilities$3$—$3$—

Note 17. Share Repurchase Program

On July 26, 2024, our Board of Directors approved a new share repurchase authorization of up to $650 million of our common stock over thethree-year period from September 4, 2024 through September 4, 2027. Purchases under this repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods, through September 4, 2027. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of the company’s stock, general market and economic conditions, the company’s liquidity requirements, applicable legal requirements and other business considerations. The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be suspended or discontinued at any time at our discretion. As of March 31, 2025, we repurchased a total of 2,149,160 outstanding shares at an aggregate cost of $111 million under this program, which is included in treasury stock on the accompanying condensed consolidated statements of financial position.

On September 3, 2024, our previous repurchase authorization of up to $400 million expired. We repurchased a total of 11,319,091 shares at an aggregate cost of $400 million under this previous program, which is included in treasury stock on the accompanying condensed consolidated statements of financial position.

A summary of repurchases of outstanding shares is as follows:

Three Months Ended
March 31,
(In millions, except per share data) · 2025 · 2024
Number of shares purchased1,440,083400,497
Average price paid per share(1)$48.58$31.21
Cost of shares purchased(1)$70$12

(1)

The average price paid per share and the cost of shares purchased are calculated on a trade date basis and exclude associated commissions and taxes of $1 million and less than $1 million for the three months ended March 31, 2025 and 2024, respectively.

Note 18. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The dilutive effect of stock options, performance options, RSUs, performance shares and deferred share equivalents are reflected in diluted earnings per share by applying the treasury stock method.

A summary of the calculations of our basic and diluted earnings per share is as follows:

Three Months Ended
March 31,
(In millions, except per share data) · 2025 · 2024
Net Income$37$34
Weighted-average common shares outstanding:74.778.3
Effect of dilutive securities:
RSUs(1)0.90.7
Stock options(2)0.3—
Performance options(3)0.3—
Weighted-average common shares outstanding - assuming dilution:76.379.0
Basic earnings per share$0.50$0.43
Diluted earnings per share$0.49$0.43

(1)

RSUs of 9,400 shares and 62,674 shares for the three months ended March 31, 2025 and 2024, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

(2)

Stock options to purchase 102,520 shares and 1,072,170 shares for the three months ended March 31, 2025 and 2024, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

(3)

Performance options to purchase 591,420 shares for the three months ended March 31, 2024 were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. There wereno anti-dilutive performance options for the year ended March 31, 2025.

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