LEGALZOOM.COM, INC.

Previous wording

LegalZoom is a leading online platform for legal services, transforming how individuals and small businesses navigate the legal system. By combining intuitive technology with access to experienced attorneys—whether through our vast independent attorney network or LegalZoom Legal Services (LZLS) law firm—we offer the tools and guidance people need to confidently manage everything from business formation and compliance to estate planning and ongoing legal support. We operate across all 50 states and in over 3,000 counties in the U.S. With over two decades of experience and millions of customers served, LegalZoom helps individuals and small businesses navigate legal needs with confidence.

Current wording

LegalZoom is a leading online platform for legal services, transforming how individuals and small businesses navigate the legal system. By combining intuitive technology with access to experienced attorneys—whether through our vast independent attorney network or the LegalZoom-owned law firm—we offer the tools and guidance people need to confidently manage everything from business formation and compliance to estate planning and ongoing legal support. We operate across all 50 states and in over 3,000 counties in the U.S. With over two decades of experience and millions of customers served, LegalZoom helps individuals and small businesses navigate legal needs with confidence.

Previous wording

•Our share of business formations. In the three and six months ended June 30, 2025 and 2024, business formations represented the largest share of our total transaction orders. Business formations act as an entrance point for many customers to the LegalZoom ecosystem, where they then often purchase a mix of transaction and subscription offerings alongside and after the initial formation transaction. As a result, our operating results depend on the continuation of new business formations in the U.S. and even more so, on our ability to increase our share of these formations.

Current wording

•Our share of small and medium-sized businesses (SMBs). In the three and nine months ended September 30, 2025 and 2024, business formations represented the largest share of our total transaction orders. Business formations act as an entrance point for many customers to the LegalZoom ecosystem, where they then often purchase a mix of transaction and subscription offerings alongside and after the initial formation transaction. In addition, we are expanding our go-to-market strategy to focus on new and established business, which we believe will decrease our dependency on business formations over time. As a result, our operating results depend on the continuation of new business formations in the U.S. and even more so, on our ability to increase our share of new business formations and to attract existing businesses to our platform.

Previous wording

In addition to the measures presented in our unaudited condensed consolidated financial statements, we regularly monitor the financial and operating metrics below to evaluate the growth of our business, measure the effectiveness of our marketing efforts, identify trends, formulate financial forecasts and make strategic decisions. For the three and six months ended June 30, 2025, Formation Nation is included in the key business metrics below starting on February 10, 2025, the date we acquired Formation Nation. Prior periods have not been recast.

Current wording

In addition to the measures presented in our unaudited condensed consolidated financial statements, we regularly monitor the financial and operating metrics below to evaluate the growth of our business, measure the effectiveness of our marketing efforts, identify trends, formulate financial forecasts and make strategic decisions. For the three and nine months ended September 30, 2025, Formation Nation is included in the key business metrics below starting on February 10, 2025, the date we acquired Formation Nation. Prior periods have not been recast.

Previous wording

The below table sets forth the number of business formations for the three and six months ended June 30, 2025 and 2024:

Current wording

The below table sets forth the number of business formations for the three and nine months ended September 30, 2025 and 2024:

Previous wording

We experienced a 2% and 4% decrease in business formation transactions during the three and six months ended June 30, 2025, respectively, compared to thethree and six months ended June 30, 2024. The decrease in business formation transactions during thethree and six months ended June 30, 2025 was primarily due to a reduction in direct channel business formations, partially offset by our Formation Nation acquisition. Overall U.S. business formations grew by 7% and 1%, respectively, during the three and six months ended June 30, 2025, compared to the three and six months ended June 20, 2024 based on a review of U.S. Census data revealing new applications for EINs.

Current wording

We experienced a 12% and 1% increase in business formation transactions during the three and nine months ended September 30, 2025, respectively, compared to thethree and nine months ended September 30, 2024. The increase in business formation transactions during thethree and nine months ended September 30, 2025 was primarily due to formations driven by our Formation Nation acquisition. We are unable to provide overall U.S. business formations for the three and nine months ended September 30, 2025 due to the current government shutdown.

Previous wording

The below table sets forth the number of transactions for the three and six months ended June 30, 2025 and 2024:

Current wording

The below table sets forth the number of transactions for the three and nine months ended September 30, 2025 and 2024:

Previous wording

We experienced a 5% and 1% decrease in the number of transactions during the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024. The decrease in the number of transactions during both the three and six months ended June 30, 2025 resulted primarily from the decline in beneficial ownership information report filings following a Financial Crimes Enforcement

Current wording

We experienced a 2% increase in the number of transactions during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase resulted primarily from the inclusion of transactions from our Formation Nation acquisition and an increase in Annual Report filings, partially offset by the decline in beneficial ownership information report filings following a

Previous wording

Network (FinCEN) ruling on March 21, 2025 that eliminated this filing requirement for U.S. companies, partially offset by the inclusion of transactions from our Formation Nation acquisition.

Current wording

We experienced a 1% decrease in the number of transactions during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease resulted primarily from the decline in beneficial ownership information report filings following a FinCEN ruling on March 21, 2025 that eliminated this filing requirement for U.S. companies, partially offset by the inclusion of transactions from our Formation Nation acquisition and an increase in Annual Report filings.

Previous wording

The below table sets forth the average order value for the three and six months ended June 30, 2025 and 2024:

Current wording

The below table sets forth the average order value for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Average order value increased 12% and 5% for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The increase for both the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 was primarily driven by a decrease in the volume of lower-value beneficial ownership information report filings.

Current wording

Average order value increased 11% and 7% for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The increase for both the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was primarily driven by a decrease in the volume of lower-value beneficial ownership information report filings.

Previous wording

We achieved a 22% increase in subscription units from June 30, 2024 to June 30, 2025, primarily driven by forms and e-signature and accounting solution subscriptions from the bundling of these products into certain business formation offerings, as well as the inclusion of subscription units from our Formation Nation acquisition. This growth in subscription units as of June 30, 2025 was partially offset by the prior discontinuation of new customer acquisition for our tax offering.

Current wording

We achieved a 14% increase in subscription units from September 30, 2024 to September 30, 2025, primarily driven by an increase in accounting solutions and legal advisory subscriptions from the bundling of these products into business formation offerings, as well as an increase in Virtual Mail subscriptions and the inclusion of subscription units from our Formation Nation acquisition. These increases were partially offset by the prior discontinuation of new customer acquisition for our tax offering.

Previous wording

On a sequential basis, the number of subscription units as of June 30, 2025 increased 2% from 1,924 thousand subscription units as of March 31, 2025.

Current wording

On a sequential basis, the number of subscription units as of September 30, 2025 was flat from 1,955 thousand subscription units as of June 30, 2025.

Previous wording

ARPU decreased 6% as of June 30, 2025 compared to June 30, 2024 driven primarily by a shift in mix towards our lower priced subscription offerings, including forms and e-signature, due to the bundling of these products into certain business formation offerings.

Current wording

ARPU decreased 3% as of September 30, 2025 compared to September 30, 2024 driven primarily by a shift in mix towards our lower priced subscription offerings, including forms and e-signature, accounting solutions, and legal advisory subscriptions, due to the bundling of these products into certain business formation offerings.

Previous wording

On a sequential basis, ARPU as of June 30, 2025 increased 2% compared to March 31, 2025.

Current wording

On a sequential basis, ARPU as of September 30, 2025 remained flat compared to June 30, 2025.

Previous wording

We define annual small business retention rate as the percentage of small business subscription units active as of the last day of the quarter one year ago that were still active subscriptions 12 months later. Small business subscription units represent our subscriptions targeted at our small business customers and include subscriptions for our registered agent and compliance services, our tax solution, our virtual mail, forms and eSignature solutions and our small business legal advisory plan, and exclude subscriptions from our enterprise customers, our prior operations in the U.K. and our consumer legal advisory plan. Annual small business retention rate includes both monthly and annual subscription units and reflects all subscription unit attrition, including as a result of actual business failures of certain of our customers. Our annual small business retention rate as of June 30, 2025 was approximately 59%, which was impacted by the anniversarying of non-renewing annual forms and e-signature subscriptions that were bundled into certain business formation offerings.

Current wording

We define annual small business retention rate as the percentage of small business subscription units active as of the last day of the quarter one year ago that were still active subscriptions 12 months later. Small business subscription units represent our subscriptions targeted at our small business customers and include subscriptions for our registered agent and compliance services, our tax solution, our virtual mail, forms and eSignature solutions and our small business legal advisory plan, and exclude subscriptions from our enterprise customers, our prior operations in the U.K. and our consumer legal advisory plan. Annual small business retention rate includes both monthly and annual subscription units and reflects all subscription unit attrition, including as a result of actual business failures of certain of our customers. Our annual small business retention rate as of September 30, 2025 was approximately 57%, which was impacted by the anniversarying of the bundling of annual forms and e-signature subscriptions into certain business formation offerings, which are typically lower retaining.

Previous wording

Our (benefit from) provision for income taxes consists of current and deferred federal, state and foreign income taxes.

Current wording

Our provision for income taxes consists of current and deferred federal, state and foreign income taxes.

Previous wording

Stock-based compensation expense increased for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 due to time-based restricted stock units, or RSUs, RSUs with performance and market conditions, and RSUs with market conditions granted to eligible employees and members of our senior leadership team in 2024 and 2025. See Note 9 to our unaudited condensed consolidated financial statements and Note 14 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K for additional information.

Current wording

Stock-based compensation expense increased for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 due to time-based restricted stock units, or RSUs, RSUs with performance and market conditions, and RSUs with market conditions granted to eligible employees and members of our senior leadership team in 2024 and 2025. See Note 9 to our unaudited condensed consolidated financial statements and Note 14 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K for additional information.

Previous wording

The increase in total revenue for the three months ended June 30, 2025 was primarily driven by an increase in subscription revenue. Subscription revenue was 62% and 61% of total revenue for the three months ended June 30, 2025 and 2024, respectively, and transaction revenue was 38% and 39% of total revenue for the three months ended June 30, 2025 and 2024, respectively.

Current wording

The increase in total revenue for the three months ended September 30, 2025 was primarily driven by the increases in both subscription and transaction revenue. Subscription revenue was 66% of total revenue for both the three months ended September 30, 2025 and 2024 and transaction revenue was 34% of total revenue for both the three months ended September 30, 2025 and 2024.

Previous wording

Transaction revenue increased 6% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in transaction revenue for the three months ended June 30, 2025 was primarily due to approximately $8.4 million in revenues from our acquisition of Formation Nation in February 2025, partially offset by a decline in beneficial ownership information report revenue due to the FinCEN ruling on March 21, 2025 that eliminated this filing requirement for U.S. companies and a decrease in the number of business formations.

Current wording

Transaction revenue increased 12% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in transaction revenue for the three months ended September 30, 2025 was primarily due to approximately $9.1 million in revenue from transactions derived from our acquisition of Formation Nation in February 2025 and an increase in revenue from Annual Report and Trademark filings, partially offset by a decline in beneficial ownership information report revenue due to the FinCEN ruling on March 21, 2025 that eliminated this filing requirement for U.S. companies.

Previous wording

Subscription revenue increased 10% for thethree months ended June 30, 2025, compared to the three months ended June 30, 2024. This increase was primarily due to a 6% increase in revenue earned from our compliance-related subscriptions and revenue earned from the 1-800 Accountant partnership entered into in December 2024.

Current wording

Subscription revenue increased 13% for thethree months ended September 30, 2025 compared to thethree months ended September 30, 2024. This increase was primarily due to approximately $5.6 million in revenue from subscriptions derived from our acquisition of Formation Nation in February 2025, a 10% increase in revenue earned from our compliance-related subscriptions, an increase in revenue from our Virtual Mail offering, and revenue earned from the 1-800 Accountant partnership entered into in December 2024.

Previous wording

Cost of revenue for the three months ended June 30, 2025 increased by $3.8 million primarily due to a $5.4 million increase in filing fees driven by the acceleration in fulfillment for certain services, a $0.7 million increase in third party fees for customer fulfillment services, and a $0.7 million increase in depreciation and amortization expense. These decreases were partially offset by a $3.4 million decrease in payroll and related benefits, largely due to a decrease in average headcount.

Current wording

Cost of revenue for the three months ended September 30, 2025 increased by $7.6 million primarily due to a $5.7 million increase in filing fees driven by the acceleration in fulfillment for certain services, a $0.8 million increase in other cost of service primarily related to Formation Nation, a $0.5 million increase in depreciation and amortization expense, and a $0.4 million increase in third party fees for customer fulfillment services. These increases were partially offset by a $0.3 million decrease in payroll and related benefits, largely due to a decrease in average headcount.

Previous wording

Gross profit for the three months ended June 30, 2025 increased by $11.4 million compared to three months ended June 30, 2024 due to a $15.1 million increase in revenue and a $3.8 million increase in cost of revenue.

Current wording

Gross profit for the three months ended September 30, 2025 increased by $14.0 million compared to three months ended September 30, 2024 due to a $21.6 million increase in revenue and a $7.6 million increase in cost of revenue.

Previous wording

Sales and marketing expenses for thethree months ended June 30, 2025 increased by $9.5 million primarily due to an $8.1 million increase in payroll and related benefits largely due to an increase in sales and marketing headcount primarily related to our Formation Nation acquisition, a $1.6 million increase in depreciation and amortization, and a $0.7 million increase in non-customer acquisition marketing spend related to creative marketing costs. These increases were partially offset bya $0.4 million decrease in customer acquisition marketing spend. Customer acquisition marketing spend was $46.7 million and $47.1 million for thethree months ended June 30, 2025 and 2024, respectively.

Current wording

Sales and marketing expenses for thethree months ended September 30, 2025 increased by $21.5 million primarily due to a $10.3 million increase in customer acquisition marketing spend. Customer acquisition marketing spend was $44.2 million and $34.0 million for thethree months ended September 30, 2025 and 2024, respectively, primarily due to lower performance marketing spend during the three months ended September 30, 2024. Additionally, there was a $9.0 million increase in payroll and related benefits largely due to an increase in sales and marketing headcount, and a $1.6 million increase in depreciation and amortization.

Previous wording

General and administrative expenses for the six months ended June 30, 2025 increased by$26.5 million primarily due to an increase in stock-based compensation expense. This increase was due to time-based RSUs, RSUs with performance and market conditions, and RSUs with market conditions granted to eligible employees and members of our senior leadership team in 2024.

Current wording

General and administrative expenses for the three months ended September 30, 2025 increased by$5.9 million compared to the three months ended September 30, 2024. The increase was primarily due to a$13.1 million increase in stock-based compensation expense due to time-based RSUs, RSUs with performance and market conditions, and RSUs with market conditions granted to eligible employees and members of our senior leadership team in 2024. These increases were partially offset by a$5.8 million decrease in restructuring costs and a$1.9 million decrease in external consulting costs compared to the three months ended September 30, 2024.

Previous wording

There was a $2.3 million decrease in the provision for income taxes for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change was primarily due to the change in pre-tax income.

Current wording

There was a $4.4 million decrease in the provision for income taxes for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The change was primarily due to lower pre-tax income and increased excess tax benefits from stock-based compensation for the three months ended September 30, 2025.

Previous wording

The increase in total revenue for the six months ended June 30, 2025 was primarily driven by an increase in subscription revenue. Subscription revenue was 63% and 62% of total revenue for the six months ended June 30, 2025 and 2024, respectively, and transaction revenue was 37% and 38% of total revenue for the six months ended June 30, 2025 and 2024, respectively.

Current wording

The increase in total revenue for the nine months ended September 30, 2025 was primarily driven by an increase in subscription revenue. Subscription revenue was 64% and 63% of total revenue for the nine months ended September 30, 2025 and 2024, respectively, and transaction revenue was 36% and 37% of total revenue for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Transaction revenue increased 3% year-over-year for the six months ended June 30, 2025 primarily due toapproximately$14.3 million in revenue from our acquisition of Formation Nation in February 2025, partially offset by a decline in beneficial ownership information report revenue due to the FinCEN ruling on March 21, 2025 that eliminated this filing requirement for U.S. companies and a decrease in the number of business formations.

Current wording

Transaction revenue increased 6% year-over-year for the nine months ended September 30, 2025 primarily due toapproximately$23.4 million in revenue from transactions derived from our acquisition of Formation Nation in February 2025 and an increase in revenue from Annual Report and Trademark filings, partially offset by a decline in beneficial ownership information report revenue due to the FinCEN ruling on March 21, 2025 that eliminated this filing requirement for U.S. companies.

Previous wording

Subscription revenue increased 9% year-over-year for the six months ended June 30, 2025 primarily due to a 6% increase in revenue from our compliance-related subscriptions and revenue earned from the 1-800 Accountant partnership entered into in December 2024, partially offset by our discontinuation of new customer acquisition for our tax offering in the second quarter of 2024.

Current wording

Subscription revenue increased 10% year-over-year for the nine months ended September 30, 2025 primarily due to approximately $12.5 million in revenue from subscriptions derived from our acquisition of Formation Nation in February 2025, as well as a 7% increase in revenue from our compliance-related subscriptions, an increase in revenue from our Virtual Mail offering, and revenue earned from the 1-800 Accountant partnership entered into in December 2024, partially offset by our prior discontinuation of new customer acquisition for our tax offering.

Previous wording

Cost of revenue for the six months ended June 30, 2025 increased by $2.0 million mainly due to a $5.8 million increase in filing fees, primarily due to our acquisition of Formation Nation, a $2.7 million increase in third party fees for customer fulfillment services, a $1.3 million increase in depreciation and amortization expense, and a $1.3 million increase in other cost of service primarily related to acquisition of Formation Nation. These increases were partially offset by an $8.1 million decrease in payroll and related benefits and a $0.6 million decrease in stock-based compensation expense due to a decrease in average headcount.

Current wording

Cost of revenue for the nine months ended September 30, 2025 increased by $9.5 million mainly due to a $11.5 million increase in filing fees, primarily due to our acquisition of Formation Nation, a $3.1 million increase in third party fees for customer fulfillment services, a $2.1 million increase in other cost of service primarily related to acquisition of Formation Nation, and a $1.9 million increase in depreciation and amortization expense. These increases were partially offset by an $8.6 million decrease in payroll and related benefits due to a decrease in average headcount.

Previous wording

The increase in gross profit was driven by an $24.0 million increase in revenue partially offset by a $2.0 million increase in cost of revenue.

Current wording

The increase in gross profit was driven by an $45.6 million increase in revenue partially offset by a $9.5 million increase in cost of revenue.

Previous wording

Sales and marketing expenses for the six months ended June 30, 2025 increased by $17.1 million primarily due to a $7.6 million increase in payroll and related benefits resulting from an increase in sales and marketing headcount primarily related to our Formation Nation acquisition, a $4.8 million increase in stock-based compensation expense, a $3.2 million increase in customer acquisition marketing spend, and a $2.5 million increase in depreciation and amortization expense. Customer acquisition marketing spend was $90.9 million and $87.7 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Sales and marketing expenses for the nine months ended September 30, 2025 increased by $38.6 million largely due to a $14.0 million increase in payroll and related benefits resulting from an increase in sales and marketing headcount primarily related to our Formation Nation acquisition, a $13.5 million increase in customer acquisition marketing spend due to lower performance marketing spend during the nine months ended September 30, 2024, a $7.3 million increase in stock-based compensation expense, and a $4.0 million increase in depreciation and amortization expense. Customer acquisition marketing spend was $135.2 million and $121.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Technology and development expenses for the six months ended June 30, 2025 decreased by$6.8 million primarily due to a decrease in payroll and related benefits largely due a decrease in technology and development headcount.

Current wording

Technology and development expenses for the nine months ended September 30, 2025 decreased by$10.5 million primarily due to a decrease in payroll and related benefits largely due a decrease in technology and development headcount.

Previous wording

General and administrative expenses for the three months ended June 30, 2025 increased by$10.3 million mainly due to an $11.3 million increase in stock-based compensation expense compared to the three months ended June 30, 2024. This increase was due to time-based RSUs, RSUs with performance and market conditions, and RSUs with market conditions granted to eligible employees and members of our senior leadership team in 2024.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 increased by$32.4 million primarily due to an increase of $39.1 million in stock-based compensation expensedue to time-based RSUs, RSUs with performance and market conditions, and RSUs with market conditions granted to eligible employees and members of our senior leadership team in 2024. These increases were partially offset by $5.8 million decrease in restructuring costs compared to the three months ended September 30, 2024.

Previous wording

Gain on sale of assets held for sale for thesix months ended June 30, 2025 was$14.3 million due to the sale of our operational headquarters on March 31, 2025.

Current wording

Gain on sale of assets held for sale for thenine months ended September 30, 2025 was$14.3 million due to the sale of our operational headquarters on March 31, 2025.

Previous wording

Interest expense consists primarily of amortization of debt issuance costs related to our Revolving Facility.

Current wording

Interest expense consists primarily of amortization of debt issuance costs related to our Revolving Facility as well as our Amended Revolving Facility.

Previous wording

The change in interest income, was primarily due to interest income generated from our money market investments during the six months ended June 30, 2025.

Current wording

The change in interest income, was primarily due to interest income generated from our money market investments during the nine months ended September 30, 2025.

Previous wording

There was a $0.1 million favorable change in the provision for income taxes for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change was primarily due to lower pre-tax income for the six months ended June 30, 2025.

Current wording

There was a $4.4 million favorable change in the provision for income taxes for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The change was primarily due to lower pre-tax income and increased excess tax benefits from stock-based compensation for the nine months ended September 30, 2025.

Previous wording

We fund our operations and capital expenditures from cash flows from operating activities. Our primary requirements for liquidity and capital are to finance working capital, capital expenditures and general corporate purposes. At June 30, 2025, our principal sources of liquidity were cash and cash equivalents of $217.0 million, which consisted of cash on deposit with banks and money market funds, of which approximately $4.0 million related to our foreign subsidiaries. Our cash and cash equivalents increased by $75.0 million from December 31, 2024 to June 30, 2025, primarily as a result of proceeds from stock option exercises primarily by former executive officers in the first quarter of 2025, proceeds from the sale of a property held for sale, and cash provided by operating activities, partially offset by cash paid for the acquisition of Formation Nation.

Current wording

We fund our operations and capital expenditures from cash flows from operating activities. Our primary requirements for liquidity and capital are to finance working capital, capital expenditures and general corporate purposes. At September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $237.2 million, which consisted of cash on deposit with banks and money market funds, of which approximately $4.3 million related to our foreign subsidiaries. Our cash and cash equivalents increased by $95.1 million from December 31, 2024 to September 30, 2025, primarily as a result of proceeds from stock option exercises primarily by former executive officers in the first quarter of 2025, proceeds from the sale of a property held for sale, and cash provided by operating activities, partially offset by cash paid for the acquisition of Formation Nation, repurchases of common stock, and purchases of property and equipment.

Previous wording

We currently anticipate that our available cash, cash equivalents and cash provided by operating activities will be sufficient to meet our operational cash needs for at least the next twelve months and in the foreseeable future. We have the ability to supplement our liquidity needs with borrowings under our Revolving Facility.

Current wording

We currently anticipate that our available cash, cash equivalents and cash provided by operating activities will be sufficient to meet our operational cash needs for at least the next twelve months and in the foreseeable future. We have the ability to supplement our liquidity needs with borrowings under our Amended Revolving Facility.

Previous wording

We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and accordingly no taxes have been provided on such earnings. We continue to evaluate our plans for reinvestment or repatriation of unremitting foreign earnings and have not changed our previous indefinite reinvestment determination following the enactment of the 2017 Tax Cuts and Jobs Act, or Tax Act. We have not repatriated funds to the U.S. to satisfy domestic liquidity needs, nor do we anticipate the need to do so. If we determine that all or a portion of our foreign earnings are no longer indefinitely reinvested, we may be subject to foreign withholding taxes and U.S. state income taxes.

Current wording

We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and accordingly no taxes have been provided on such earnings. We continue to evaluate our plans for reinvestment or repatriation of unremitting foreign earnings. We have not repatriated funds to the U.S. to satisfy domestic liquidity needs, nor do we anticipate the need to do so. If we determine that all or a portion of our foreign earnings are no longer indefinitely reinvested, we may be subject to foreign withholding taxes and U.S. state income taxes.