GLOBUS MEDICAL INC
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
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.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001562762-25-000200
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001237831-25-000031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 91 current paragraphs.
58 unchanged; 27 reworded; 6 added; 4 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
The increase in Musculoskeletal Solutions net sales was partially offset by a decrease in Enabling Technology sales of $0.3 million, primarily driven by lower unit placement.
Current report
The increase of $73.6 million or 30.6% in selling, general and administrative expenses was primarily driven by an increase of $49.1 million of expenses from Nevro and increased outside consulting fees of $1.6 million. This increase was further driven by the Pimenta litigation accrual of $29.4 million, as discussed in Note 17: Commitments and Contingences. This was partially offset by a decrease of $3.6 million of taxes and fees, $1.5 million of meeting expenses, and $1.3 million of insurance expenses.
Current report
The negative expense in acquisition-related costs compared to the same period of the prior year was primarily driven by a benefit recorded of $2.7 million as the change in the fair value of business acquisition liabilities due to market conditions and the achievement of certain performance conditions in the current period, as compared to a benefit of $4.1 million as the change in the fair value of business acquisition liabilities in the prior period.
Current report
For the three months ended September 30, 2025, the increase in the effective tax rate was due to a one-time tax benefit in the prior period related to an audit settlement and the release of related uncertain tax positions of $7.2 million, as well as a lower pretax book income.
Current report
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Current report
The increase of $20.7 million in other income/(expense), was primarily due to a decrease in interest expense of $13.0 million due to a smaller outstanding period of the 2025 Notes in the current period compared to the prior period. Additionally, there was a $4.2 million of foreign currency gain in the current period compared to a $5.8 million loss in the prior period. Further, there was an increase of miscellaneous other income of $1.9 million primarily driven by foreign exchange. This was partially offset by a decrease in interest income of $4.2 million due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the prior period.
Removed paragraphs (4)
Previous report
Technology Sales increased by $1.1 million compared to the three months ended June 30, 2024, primarily driven by higher unit placement.
Previous report
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Previous report
The increase of $58.3 million or 11.9% in selling, general and administrative expenses was primarily driven by an increase of $60.7 million for Nevro expenses. The remaining difference was primarily driven by a decrease in taxes and fees by $3.1 million.
Previous report
The increase of $26.8 million in other income/(expense), was due primarily to $4.3 million of foreign currency gain in the current period as compared to a $16.1 million loss in the prior period. Additionally, there was a decrease in interest expense of $6.6 million driven by the 2025 Notes being settled in the first quarter of 2025 as compared to the six months ended June 30, 2024.
Reworded paragraphs (27)
Previous wording
As previously announced, on February 6, 2025, the Company entered into the Nevro Merger Agreement with Nevro and Palmer Merger Sub Inc, a wholly owned subsidiary of the Company (“Palmer Merger Sub”). On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger”), with Nevro surviving as a wholly owned subsidiary of the Company. At the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $0.001 par value per share, was converted into cash in an amount equal to $5.85 per share of Nevro Common stock.
Current wording
On April 3, 2025, the Company entered into the Nevro Merger Agreement with Nevro and Palmer Merger Sub Inc, a wholly owned subsidiary of the Company (“Palmer Merger Sub”). Pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger”), with Nevro surviving as a wholly owned subsidiary of the Company. At the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $0.001 par value per share, was converted into cash in an amount equal to $5.85 per share of Nevro Common stock.
Previous wording
During the six months ended June 30, 2025, international net sales accounted for approximately 19.2% of our total net sales. We have sold our products and services in approximately 62 countries other than the United States through a combination of sales representatives employed by us and exclusive international distributors. We believe there are significant opportunities for us to increase our presence in both existing and new international markets through the continued expansion of our direct and distributor sales forces and through the commercialization of additional products.
Current wording
During the nine months ended September 30, 2025, international net sales accounted for approximately 19.4% of our total net sales. We have sold our products and services in approximately 63 countries other than the United States through a combination of sales representatives employed by us and exclusive international distributors. We believe there are significant opportunities for us to increase our presence in both existing and new international markets through the continued expansion of our direct and distributor sales forces and through the commercialization of additional products.
Previous wording
In the United States, the increase in net sales was $101.3 million, or 20.3%, for the three month period ended June 30, 2025. From a product standpoint, domestic musculoskeletal solutions sales increased by $101.3 million, primarily driven by Nevro sales of $82.1 million, and musculoskeletal solutions sales increased by $23.4 million, offset by a decrease in neuromonitoring solutions products and services of $2.4 million. Domestic enabling technology sales decreased by $2.8 million compared to the prior year, driven by lower unit placement.
Current wording
In the United States, the increase in net sales was $121.8 million, or 24.6%, for the three month period ended September 30, 2025. From a product standpoint, net sales increased by $131.7 million, primarily driven by Nevro sales of $83.3 million, and Musculoskeletal Solutions and Neuromonitoring sales of $48.4 million. This increase was partially offset by a decrease in domestic Enabling Technology sales of $9.9 million compared to the same period of the prior year, driven by lower unit placement.
Previous wording
International net sales increased by $14.3 million, or 11.0% for the three month period ended June 30, 2025. From a product standpoint, the increase was primarily driven by Nevro sales of $12.5 million and an increase in musculoskeletal solutions spine product sales of $4.6 million. From a geographic standpoint, the Europe and Middle East region increased by $13.1 million and the Asia Pacific region increased by $4.6 million offset by a decrease in Latin America region of $3.4 million. International Enabling
Current wording
International net sales increased by $21.5 million, or 16.5% for the three month period ended September 30, 2025. From a product standpoint, the increase was primarily driven by Nevro sales of $15.9 million and an increase in Musculoskeletal Solutions spine product sales, excluding Nevro sales of $6.0 million. From a geographic standpoint, sales in the Europe and Middle East region increased by $17.0 million, the Latin America region increased by $1.9 million, and the Asia Pacific region increased by $2.7 million.
Previous wording
The $57.4 million or 11.4% decrease in cost of sales was primarily driven by decreased amortization of inventory fair value step-up of $101.3 million, partially offset by an increase due to the cost of sales from Nevro products of $31.7 million, and an increase in depreciation of $15.1 million.
Current wording
The $18.0 million or 6.6% decrease in cost of sales was driven primarily by decreased amortization of inventory fair value step-up which contributed $6.9 million from Nevro acquired inventory in the current year as compared to $60.8 million from NuVasive acquired inventory in the prior year. This decrease was partially offset by an increase due to the cost of sales from Nevro products of $32.1 million and anincrease in depreciation of $2.0 million.
Previous wording
The $2.3 million or 6.0% increase in research and development expenses was primarily driven by an increase of $6.9 million for Nevro expenses, partially offset by a decrease of $5.3 million of personnel-related expenses.
Current wording
The $2.7 million or 7.6% increase in research and development expenses was primarily driven by an increase of $4.2 million for Nevro expenses and an increase of $1.6 million for supplies, parts used from inventory, and dues and subscriptions. This was partially offset by a decrease of $3.4 million for personnel-related expenses.
Previous wording
Amortization of intangibles increased by $0.5 million or 1.6% for the three month period ended June 30, 2025 due to the acquisition of Nevro intangibles contributing $1.5 million of expense, partially offset by the finalization of amortization of other intangible assets as compared to the three month period ended June 30, 2024.
Current wording
Amortization of intangibles decreased by $0.2 million or 0.8% for the three month period ended September 30, 2025 due to the acquisition of intangibles in connection with the Nevro Merger contributing $1.6 million of expense, partially offset by the finalization of amortization of other intangible assets as compared to the three months ended September 30, 2024.
Previous wording
The decrease in restructuring costs of $5.0 million compared to the prior year was due to lower employee termination benefit expenses from the 2024 Synergy Plan and 2025 Strategic Integration Plan in the six months ended June 30, 2025 as compared to the expenses fromthe 2024 Synergy Plan for the six months ended June 30, 2024.
Current wording
The decrease in restructuring costs of $4.8 million compared to the same period of the prior year was primarily due to lower employee termination benefit expenses from the 2024 Synergy Plan and the 2025 Strategic Integration Plan during the three months ended September 30, 2025 compared to the expenses from the 2024 Synergy Plan for the three months ended September 30, 2024.
Previous wording
The increase of $110.6 million was due to the bargain purchase gain related to the Nevro Merger as of June 30, 2025
Current wording
The increase of $3.8 million was due to the measurement period adjustments to the bargain purchase gain related to the Nevro Merger as of September 30, 2025 compared to the same period of the prior year.
Previous wording
The increase of $3.5 million in other income/(expense), was due primarily to a decrease in interest expense of $6.4 million due to the expiration of the 2025 Notes in the first quarter of 2025, and an increase in foreign currency gains of $0.7 million. This was partially offset by a decrease of $3.4 million in interest income due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the three months ended June 30, 2024.
Current wording
The decrease of $6.1 million in other income/(expense), was primarily due to $0.1 million of foreign currency loss in the current period compared to a $10.3 million gain in the prior period. Additionally, there was a decrease in interest income of $4.2 million due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the prior period. This was partially offset by a decrease in interest expense of $6.4 million due to a smaller outstanding period of the 2025 Notes in the current period compared to the prior period and an increase of miscellaneous other income of $2.1 million primarily driven by foreign exchange.
Previous wording
In the United States, the increase in net sales was $102.3 million, or 10.4%, for the six month period ended June 30, 2025. From a product standpoint, domestic musculoskeletal solutions sales increased by $112.0 million, primarily driven by Nevro sales of $82.1 million, along with an increase in other musculoskeletal solutions sales of $32.3 million. This was partially offset by a decrease in neuromonitoring solutions products and services of $5.7 million. Domestic Enabling Technology sales decreased by $9.7 million compared to the prior year, primarily driven by lower unit placement.
Current wording
In the United States, the increase in net sales was $224.1 million, or 15.2%, for the nine month period ended September 30, 2025. From a product standpoint, the increase was primarily driven by Nevro sales of $165.5 million and Musculoskeletal Solutions sales of $78.3 million. This increase was partially offset by a decrease in Neuromonitoring sales of $1.5 million. Further, there was a decrease in domestic Enabling Technology sales of $19.6 million compared to the same period in the prior year, primarily driven by lower unit placement.
Previous wording
International net sales increased by $4.9 million, or 1.9% for the six month period ended June 30, 2025. From a product standpoint, the increase was primarily driven by Nevro sales of $12.5 million and an increase in other musculoskeletal solutions sales of $3.0 million. From a geographic standpoint, the Europe and Middle East region increased by $8.5 million and the Asia Pacific region increased by $3.1 million. This was partially offset by a decrease in Latin America region by $6.8 million. International Enabling Technology sales increased by $1.7 million compared to the six months ended June 30, 2024, primarily driven by higher unit placement.
Current wording
International net sales increased by $26.3 million, or 6.9%, for the nine month period ended September 30, 2025. From a product standpoint, the increase was primarily driven by Nevro sales of $28.4 million. From a geographic standpoint, sales in the Europe and Middle East region increased by $25.3 million and sales in the Asia Pacific region increased by $5.8 million. This increase was partially offset by a decrease in sales in the Latin America region of $4.7 million. Enabling Technology sales decreased by $2.0 million compared to the nine months ended September 30, 2024, primarily driven by lower unit placement.
Previous wording
The $11.3 million or 4.3% decrease in cost of sales was driven primarily by decreased amortization of inventory fair value step-up of $47.7 million, partially offset by an increase due to the cost of sales from Nevro products of $31.8 million and an increase in depreciation of $3.3 million.
Current wording
The $75.3 million, or 9.8%, decrease in cost of sales for the nine month period ended September 30, 2025 was primarily driven by decreased amortization of inventory fair value step-up of $155.1 million, partially offset by an increase due to the cost of sales from Nevro products of $63.9 million, and an increase in depreciation of $17.0 million.
Previous wording
The $22.0 million or 23.1% decrease in research and development expenses was primarily driven by a decrease of $14.5 million in employee related expenses, excluding Nevro employee related expenses, and a decrease of $12.6 million in acquired intellectual property research and development. This was partially offset by an increase of $6.9 million for Nevro expenses.
Current wording
The $19.3 million, or 14.8%, decrease in research and development expenses for the nine month period ended September 30, 2025 was primarily driven by a decrease of $18.0 million in employee-related expenses, excluding Nevro employee-related expenses, and a decrease of $12.6 million in acquired intellectual property research and development. This decrease was partially offset by an increase of $11.1 million for Nevro research and development expenses.
Previous wording
The increase of $64.2 million or 26.8% in selling, general and administrative expenses was primarily driven by an increase of $60.7 million of expenses from the Nevro Merger. The remaining difference was primarily driven an increase in provision for litigation of $4.0 million.
Current wording
The increase of $131.8 million or 18.1% in selling, general and administrative expenses was primarily driven by an increase of $109.8 million for Nevro expenses. This increase was further driven by the Pimenta litigation accrual of $29.4 million, as discussed in Note 17: Commitments and Contingences. This increase was primarily offset by a decrease in provision for litigation of $5.7 million as compared to the nine months ended September 30, 2024.
Previous wording
Amortization of intangibles decreased by $0.4 million or 0.7% for the six month period ended June 30, 2025 due to the finalization of re-acquired rights expensed in the current period, offset by $1.5 million of amortization from the newly acquired Nevro related intangible assets, as compared to the six month period ended June 30, 2024.
Current wording
Amortization of intangibles decreased by $0.6 million, or 0.7%, for the nine month period ended September 30, 2025 due to the acquisition of intangibles in connection with the Nevro Merger contributing $85.7 million of expense partially offset by the finalization of amortization of other intangible assets as compared to the nine months ended September 30, 2024.
Previous wording
The increase in acquisition-related costs was primarily due to expenses incurred during the three months ended June 30, 2025 that were associated with the Nevro Merger. During the three months ended June 30, 2024, the expenses were primarily comprised of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in contract terms, market conditions and the achievement of certain performance conditions.
Current wording
The increase in acquisition-related costs of $18.9 million compared to the same period of the prior year was primarily driven by $28.8 million of costs associated with the Nevro Merger. During the nine months ended September 30, 2024, the expenses were primarily comprised of $8.6 million of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in market conditions and the achievement of certain performance conditions.
Previous wording
The increase in restructuring costs of $14.1 million compared to the prior year was due primarily to the 2024 Synergy Plan and the 2025 Strategic Integration Plan employee termination benefit expenses occurring during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current wording
The decrease in restructuring costs of $9.9 million compared to the same period of the prior year was primarily due to lower employee termination benefit expenses from the 2024 Synergy Plan and the 2025 Strategic Integration Plan during the nine months ended September 30, 2025 compared to the expenses from the 2024 Synergy Plan for the nine months ended September 30, 2024.
Previous wording
The increase of $110.6 million was due to the bargain purchase gain related to the Nevro Merger as of June 30, 2025.
Current wording
The increase of $114.4 million in the current period compared to the prior period was due to the bargain purchase gain related to the Nevro Merger as of September 30, 2025.
Previous wording
For the three months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the $34.8 million release of valuation allowances on certain deferred tax assets and the impact of the non-taxable bargain purchase gain of $110.6 million, with no comparable event in the prior period.
Current wording
For the nine months ended September 30, 2025, the decrease in the effective tax rate was primarily due to the Q2 2025 release of valuation allowances on certain deferred tax assets of $34.8 million and the impact of the non-taxable bargain purchase gain of $114.4 million, with no comparable event in the prior period.
Previous wording
A discussion of our Results of Operations for the six months ended June 30, 2024, can be found in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Six Months Ended June 30, 2024 Compared to the Six Months Ended June 302023.” on our Form 10-Q filed on August 6, 2024.
Current wording
A discussion of our Results of Operations for the nine months ended September 30, 2024, can be found in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 302023.” on our Form 10-Q filed on November 5, 2024.
Previous wording
In September 2023, we entered into an unsecured credit agreement with U.S. Bank National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, Royal Bank of Canada, as documentation agent, U.S. Bank National Association and Citizens Bank, N.A., as joint lead arrangers and joint book runners, and the other lenders referred to therein (the “September 2023 Credit Agreement”), that provides a revolving credit facility permitting borrowings up to $400.0 million and has a termination date of September 27, 2028. We may request an increase in the revolving commitments in an aggregate amount not to exceed (i) $200 million or (ii) so long as the Leverage Ratio (as defined in the September 2023 Credit Agreement) is at least 0.25 to 1.00 less than the applicable Leverage Ratio then required under the September 2023 Credit Agreement, an unlimited amount. Revolving Loans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the September 2023 Credit Agreement) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement. The Applicable Margin ranges from 0.125% to 0.625% for the Base Rate (as defined in the September 2023 Credit Agreement) and 1.125% to 1.625% for the Term SOFR Rate. We may also request Swingline Loans (as defined in the September 2023 Credit Agreement) at either the Base Rate or the Daily Term SOFR Rate. The September 2023 Credit Agreement is guaranteed by certain direct or indirect wholly owned subsidiaries of the Company. The September 2023 Credit Agreement contains financial and other customary covenants, including a funded net indebtedness to adjusted EBITDA ratio. As of June 30, 2025, we have no outstanding borrowings under the September 2023 Credit Agreement and we are in compliance with all covenants.
Current wording
In September 2023, we entered into an unsecured credit agreement with U.S. Bank National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, Royal Bank of Canada, as documentation agent, U.S. Bank National Association and Citizens Bank, N.A., as joint lead arrangers and joint book runners, and the other lenders referred to therein (the “September 2023 Credit Agreement”), that provides a revolving credit facility permitting borrowings up to $400.0 million and has a termination date of September 27, 2028. We may request an increase in the revolving commitments in an aggregate amount not to exceed (i) $200 million or (ii) so long as the Leverage Ratio (as defined in the September 2023 Credit Agreement) is at least 0.25 to 1.00 less than the applicable Leverage Ratio then required under the September 2023 Credit Agreement, an unlimited amount. Revolving Loans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the September 2023 Credit Agreement) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement. The Applicable Margin ranges from 0.125% to 0.625% for the Base Rate (as defined in the September 2023 Credit Agreement) and 1.125% to 1.625% for the Term SOFR Rate. We may also request Swingline Loans (as defined in the September 2023 Credit Agreement) at either the Base Rate or the Daily Term SOFR Rate. The September 2023 Credit Agreement is guaranteed by certain direct or indirect wholly owned subsidiaries of the Company. The September 2023 Credit Agreement contains financial and other customary covenants, including a funded net indebtedness to adjusted EBITDA ratio. As of September 30, 2025, we have no outstanding borrowings under the September 2023 Credit Agreement, and we were in compliance with all covenants.
Previous wording
The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activitiesfor the six months ended June 30, 2025 and 2024, respectively:
Current wording
The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activitiesfor the nine months ended September 30, 2025 and 2024, respectively:
Previous wording
The higher net cash provided by operating activities for the six month period ended June 30, 2025 was primarily the result of higher net income of $253.7 million and favorable changes in accounts receivable of $144.6 million, partially offset by a decrease in non-cash expense add backs of $227.6 million. This was primarily a result of a decrease in amortization of inventory fair value step-up of $101.3 million, the bargain purchase gain of $110.6 million, and a $17.9 million increase in net gain from foreign currency adjustments.
Current wording
The higher net cash provided by operating activities for the nine month period ended September 30, 2025 was primarily the result of higher net income of $320.8 million, favorable changes in accounts receivable of $112.5 million and favorable changes in deferred income taxes of $93.2 million. This increase was partially offset by non-cash expense add backs of $286.2 million and a decrease in income taxes payable of $53.1 million. The non-cash expense was primarily a result of a decrease in amortization of inventory fair value step-up of $155.1 million, the bargain purchase gain of $114.4 million, and a $12.3 million increase in net gain from foreign currency adjustments.
Previous wording
The higher cash used in investing activities for thesix month period ended June 30, 2025, was primarily due to an increased outflow of $235 million in acquisition related costs partially offset by increased sales of marketable securities of $108 million.
Current wording
The higher cash used in investing activities for thenine month period ended September 30, 2025, was primarily due to an increased outflow of $234.9 million in acquisition related costs and an increase in purchases of marketable securities of $23.7 million, partially offset by increased sales of marketable securities of $106 million.
Previous wording
The higher net cash used in financing activities for thesix month period ended June 30, 2025, was primarily the result of the repayment of the senior convertible notes of $450.0 million and increased repurchases of Class A common stock of $130.7 million, partially offset by decreased payments of business acquisition-related liabilities of $26.1 million.
Current wording
The higher net cash used in financing activities for thenine month period ended September 30, 2025, was primarily the result of the repayment of the senior convertible notes of $450.0 million and increased repurchases of Class A common stock of $170.7 million, partially offset by decreased payments of business acquisition-related liabilities of $25.8 million.
Previous wording
A discussion of our Cash Flows for the six months ended June 30, 2024, can be found in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Cash Flows.” on our Form 10-Q filed on August 6, 2024.
Current wording
A discussion of our Cash Flows for the nine months ended September 30, 2024, can be found in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Cash Flows.” on our Form 10-Q filed on November 5, 2024.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The increase in acquisition-related costs was primarily due to expenses incurred during the six months ended June 30, 2025 that were associated with the Nevro Merger. During the six months ended June 30, 2024, the expenses were primarily comprised of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in contract terms, market conditions and the achievement of certain performance.
Previous report — wording carried elsewhere
For the six months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the $34.8 million release of valuation allowances on certain deferred tax assets and the impact of the non-taxable bargain purchase gain of $110.6 million, with no comparable event in the prior period.