TransUnion
For the period ended Sep 30, 2025. Filed Oct 23, 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 Oct 23, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-24.
0001552033-25-000047
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-23.
0001552033-25-000057
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 272 previous paragraphs and 271 current paragraphs.
196 unchanged; 68 reworded; 6 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 23 previous and 23 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
•a net increase of approximately $25.0 million in labor-related costs, including salary and incentive compensation.
Current report
•a net increase of approximately $47.0 million in labor-related costs including salaries and benefits and stock-based compensation;
Current report
•an increase of approximately $8.0 million of certain administrative expenses including marketing and advertising; and
Current report
Restructuring expenses relate to our operating model optimization program. For both the three and nine months ended September 30, 2025, these expenses included$5.1 million of employee separation expenses. There were no employee separation expenses for the three months ended September 30, 2024 and $24.7 million for the nine months ended September 30, 2024. For the three and nine months ended September 30, 2024, restructuring expenses included $40.5 million and $42.1 million, respectively, related to facility exits, including a loss on early termination of a facility lease.
Current report
Consumer Interactive: For the three and nine months ended September 30, 2025, revenue decreased $28.9 million, or 16.6%, and $25.3 million, or 5.6%, respectively, compared with the same periods in 2024, due to large breach revenue in the third quarter of 2024 in both periods, partially offset by volume growth and revenue from our acquisition of Monevo.
Current report
•uncertainty related to Fair Isaac Corporation’s (“FICO”) new Mortgage Direct License Program;
Removed paragraphs (7)
Previous report
•a net increase of approximately $20.0 million in labor-related costs, primarily due to an increase in stock-based compensation and employee benefits; and
Previous report
•a decrease of approximately $7.0 million in other professional services and marketing and advertising costs.
Previous report
•a net increase of approximately $22.0 million in labor-related costs, primarily due to an increase in stock-based compensation and employee benefits; and
Previous report
•an increase of approximately $9.0 million in technology and communications costs, including our accelerated technology investment; and
Previous report
•an increase of approximately $3.0 million from costs related to our operating model optimization program.
Previous report
Restructuring expenses relate to our operating model optimization program. For thethree and six months ended June 30, 2024 these expenses include approximately $7.9 million and $24.6 million, respectively, related to employee separation costsand $0.2 million and $1.7 million, respectively, related to facility exits.
Previous report
Consumer Interactive: For the three and six months ended June 30, 2025, revenue increased $4.8 million, or 3.3%, and $3.6 million, or 1.3%, respectively, compared with the same periods in 2024. The acquisition of Monevo contributed 1.5% and 0.7% of the increase in each respective period. The rest of the increase was primarily due to new business wins, partially offset by a decrease in breach remediation revenue and slowing demand for paid credit products.
Reworded paragraphs (68)
Previous wording
During the first six months of 2025, the U.S. economy and labor market remained resilient, with continued GDP growth, rising but still low unemployment, growing real wages and the easing of inflation. The U.S. Federal Reserve (the “Fed”) maintained higher interest rates during the first two quarters of 2025, which continues to have the effect of slowing aggregate demand, resulting in slower hiring and jobs growth, though moderate layoffs have kept the overall employment situation stable. Higher interest rates have also slowed demand for consumer loans and auto loans, and have had a more pronounced impact on the housing sector, where higher borrowing rates impact both home affordability, driving down purchase activity, and demand for mortgage loan refinancing. The slowdown in demand and job growth, along with lower inflation, prompted the Fed to begin lowering interest rates at the end of the third quarter and into the fourth quarter of 2024, with three consecutive rate cuts totaling 100 basis points. The Fed has so far paused additional rate cuts in 2025. Further rate cuts could spur renewed consumer confidence to borrow as well as increased demand for rate-sensitive lending products, in particular mortgage loans to the extent that mortgage rates decline in tandem with a lower federal funds rate. However, mortgage rates are not directly tied to the federal funds rate but instead are tied to the 10-year Treasury rates, which, after hitting a one-year low of roughly 3.6% in September 2024, rose nearly 100 basis points through the end of 2024 due to renewed market concerns over inflation. Ten-year Treasury rates have remained above 4.0% through 2025, which are above the levels seen from 2007 through 2023, largely due to continued uncertainty regarding the potential impact of tariffs on prices and the economy. As a result, 30-year mortgage rates remained elevated at year-end 2024 and during the first six months of 2025, which continues to suppress activity in the housing sector.
Current wording
Starting at the end of the third quarter and into the fourth quarter of 2024, the U.S. Federal Reserve (the “Fed”) initiated three consecutive federal fund rate cuts totaling 100 basis points due to the slowdown in demand and job growth, along with lower inflation. During the first nine months of 2025, the U.S. economy and labor market remained resilient, with Gross Domestic Product (“GDP”) and consumer spending growth rising, continued low unemployment, growing real wages and the easing of inflation, which drove the Fed to pause further rate cuts in the first half of 2025. In September 2025, the Fed made its first interest rate cut of the year, reducing the federal funds rate by 25 basis points, and has signaled that additional rate cuts are possible. Further rate cuts could spur renewed consumer confidence to borrow as well as increased demand for rate-sensitive lending products, in particular mortgage loans, which have had remained at elevated rates during the fourth quarter of 2024 and the first nine months of 2025.
Previous wording
During the first six months of 2025 and throughout 2024, the U.K. also began to show some initial signs of improvement driven by falling inflation and moderate growth in other economic indicators, though macroeconomic challenges impacting credit markets remain in this region. Foreign central banks, including in Canada and Europe, have also begun to lower rates, which we expect will increase demand for rate-sensitive lending products. These dynamics impact the comparability of our results of operations, including our revenue and expense, between the periods presented below.
Current wording
Macro-economic conditions in the U.K. and Canada continue to show signs of improvement, driven by falling inflation and moderate growth in other economic indicators. India’s GDP growth is expected to slow moderately in the next two quarters, but still remain robust over the full year of 2025. Foreign central banks have also begun to lower rates, which we expect will increase demand for rate-sensitive lending products.
Previous wording
In April 2025, the U.S. announced a minimum 10% import duty on all trading partners and higher rates on several large trading partners, the implementation of which was paused for 90 days on rates above 10% for all countries, except China, with exemptions for certain industries and products. These announcements led to increased market volatility and uncertainty. If policies that significantly increase tariff rates are maintained, we expect that U.S. and global economic growth will slow, with increased probability for recession, and inflation will increase across many of the markets where we operate. The final timing and amount of tariff rates remains uncertain and therefore the impact is difficult to forecast, but market uncertainty is already putting pressure on the global macroeconomic environment. The uncertainty of tariff policy, price increases and stock market volatility has, and may continue to negatively impact consumer sentiment, which is likely to impact consumer spending and demand for large-ticket purchases, including homes and autos, which in turn will likely impact consumer demand for credit.
Current wording
In April 2025, the U.S. announced a minimum 10% import duty on all trading partners and higher rates on several large trading partners, the implementation of which was paused for 90 days on rates above 10% for all countries, except China, with exemptions for certain industries and products. These announcements led to increased market volatility and uncertainty. If policies that significantly increase tariff rates are maintained, there is potential for the U.S. and global economic growth to slow, with increased probability for recession and for inflation levels to increase across many of the markets where we operate. The final timing and amount of tariff rates remains uncertain and therefore the impact is difficult to forecast, though it is likely that the final outcome of trade negotiations with many U.S. trading partners will result in tariff rates higher than levels from 2024. Despite the early implementation of higher tariffs having a lower-than-expected impact on U.S. inflation rates so far in 2025, market uncertainty is putting pressure on the global macroeconomic environment. The uncertainty of tariff policy, price increases and stock market volatility has dampened, and may continue to suppress consumer sentiment.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes potentially significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented periodically through 2027. We are currently assessing the impact of the OBBBA on our consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes potentially significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented periodically through 2027. The impacts of the OBBBA are reflected in our results for the quarter ended September 30, 2025, resulting in an increase to the full year provision for income taxes due to impacts on foreign inclusions and a decrease in income taxes paid in the quarter ended September 30, 2025, or expected to be paid in the quarter ended December 31, 2025.
Previous wording
The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could have a material adverse impact on various aspects of our business in the future, including our stock price, results of operations and financial condition, including the carrying value of our long-lived assets such as goodwill and intangible assets.
Current wording
The factors described above impact the comparability of our results of operations, including our revenue and expense, between the periods presented below. Ongoing uncertainty and the unpredictable nature of the macroeconomic environment could have a material adverse impact on various aspects of our business in the future, including our stock price, results of operations, financial condition and the carrying value of our long-lived assets, such as goodwill and intangible assets.
Previous wording
We believe that elevated levels of inflation have had, and will continue to have, a negative impact on our business and results of operations, including decreased demand for our services. The Fed and several international central banks have begun lowering interest rates in response to significant reductions in inflation levels from peak levels in 2022 and 2023, and have indicated that further interest rate reductions in the future are likely. In the U.S., inflation expectations remain elevated as the labor market remains stable and economic growth resilient, easing pressures on the Fed to continue lowering rates in 2025, while markets assess the potential implementation and impact of policies of the new administration on inflation. If the tariff rates discussed above are implemented and maintained in their current form, we anticipate increases in inflation in the short term which could further delay the timing of additional rate cuts by the Fed. Meanwhile, rates that remain elevated relative to historic levels may result in depressed consumer spending on non-essential goods and services, and consequently lower demand for credit, which could have a material adverse impact on various aspects of our business in the future.
Current wording
We believe that elevated levels of inflation have had, and will continue to have, a negative impact on our business and results of operations, including decreased demand for our services. The Fed and several international central banks have begun lowering interest rates in response to significant reductions in inflation levels from peak levels in 2022 and 2023, and have indicated that further interest rate reductions in the future are likely. Meanwhile, rates that remain elevated relative to historic levels may result in depressed consumer spending on non-essential goods and services, and consequently lower demand for credit, which could have a material adverse impact on various aspects of our business in the future.
Previous wording
We have incurred cumulative expenses of $187.6 million through June 30, 2025, comprised of restructuring expenses related to employee separation costs and facility exit charges as well as other business optimization expenses. We have accrued liabilities for the payment of employee separation costs of $10.7 million as of June 30, 2025. We have incurred cumulative costs for the final phase of our accelerated technology investment of $127.5 million through June 30, 2025. The remaining costs associated with the operating model optimization program and the final phase of our accelerated technology investment will be incurred in 2025. See Part I, Item 1, “Financial Information – Notes to Unaudited Consolidated Financial Statements,” Note 9, “Restructuring” for additional information about our restructuring expenses and “Results of Operations – Non-GAAP Measures” for additional details of the composition of these expenses.
Current wording
We have incurred cumulative expenses of $199.1 million through September 30, 2025, comprised of restructuring expenses related to employee separation costs and facility exit charges as well as other business optimization expenses. We have accrued liabilities for the payment of employee separation costs of $14.6 million as of September 30, 2025. We have incurred cumulative costs for the final phase of our accelerated technology investment of $149.6 million through September 30, 2025. The remaining costs associated with the operating model optimization program and the final phase of our accelerated technology investment will be incurred in 2025. See Part I, Item 1, “Financial Information – Notes to Unaudited Consolidated Financial Statements,” Note 9, “Restructuring” for additional information about our restructuring expenses and “Results of Operations – Non-GAAP Measures” for additional details of the composition of these expenses.
Previous wording
On April 1, 2025, we gained control of Monevo Limited (“Monevo”) by acquiring the remaining 70% of the equity of Monevo, of which we previously owned 30%. We accounted for the transaction as a step acquisition in accordance with ASC 805. Accordingly, we remeasured our initial 30% investment, including the call option, at a fair value of $60.8 million, resulting in a non-taxable gain of $12.3 million recorded within other income and (expense), net in the Consolidated Statements of Operations. The results of operations of Monevo subsequent to the acquisition date, which are not material, are reflected in both the U.S. Markets and International segments for the three and six months ended June 30, 2025, which affects the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
Current wording
On April 1, 2025, we gained control of Monevo Limited (“Monevo”) by acquiring the remaining 70% of the equity of Monevo, of which we previously owned 30%. We accounted for the transaction as a step acquisition in accordance with ASC 805. Accordingly, we remeasured our initial 30% investment, including the call option, at a fair value of $60.8 million, resulting in a non-taxable gain of $12.3 million recorded within other income and (expense), net in the Consolidated Statements of Operations. The results of operations of Monevo subsequent to the acquisition date, which are not material, are reflected in both the U.S. Markets and International segments for the three and nine months ended September 30, 2025, which affects the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
Previous wording
On February 11, 2025, our Board authorized the 2025 Repurchase Plan. Repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Repurchase Plan does not have an expiration date.
Current wording
On February 11, 2025, our Board authorized the 2025 Repurchase Plan. On October 22, 2025, the Board approved an increase to the share repurchase plan authorization up to $1.0 billion (including amounts repurchased as of such date under the 2025 Repurchase Plan). Repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Repurchase Plan does not have an expiration date.
Previous wording
Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share. During the three and six months ended June 30, 2025, the Company repurchased approximately 388,000 and 452,000 shares of common stock, respectively, for a total of $33.5 million and $38.8 million, respectively, including commissions and excise taxes, under the 2025 Repurchase Plan. The average price paid per share for the three and six months ended June 30, 2025 was $86.14 and $85.96, respectively. As of June 30, 2025, $461.6 million remains available for repurchases under the 2025 Repurchase Plan.
Current wording
Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share. During the three and nine months ended September 30, 2025, the Company repurchased approximately 1,260,000 and 1,711,000 shares of common stock, respectively, for a total of $113.8 million and $152.6 million, respectively, including commissions and excise taxes, under the 2025 Repurchase Plan. The average price paid per share for the three and nine months ended September 30, 2025 was $90.31 and $89.16, respectively. As of September 30, 2025, $348.9 million remains available for repurchases under the 2025 Repurchase Plan.
Previous wording
We did not make any debt prepayments during thethree and six months ended June 30, 2025. In the second, third, and fourth quarters of 2024, we prepaid $80.0 million, $25.0 million, and $45.0 million, respectively, for a total of$150.0 million, of our Senior Secured Term Loan B-5, funded from cash on hand. These transactions affect the comparability of interest expense between years, as further discussed in “Results of Operations – Non-Operating Income and (Expense) – Interest Expense” below.
Current wording
We did not make any debt prepayments during thethree and nine months ended September 30, 2025. In the second, third, and fourth quarters of 2024, we prepaid $80.0 million, $25.0 million, and $45.0 million, respectively, for a total of$150.0 million, of our Senior Secured Term Loan B-5, funded from cash on hand. These transactions affect the comparability of interest expense between years, as further discussed in “Results of Operations – Non-Operating Income and (Expense) – Interest Expense” below.
Previous wording
During the three months ended June 30, 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of$1,250.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Current wording
During the nine months ended September 30, 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of$1,244.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Previous wording
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,091.4 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Current wording
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,087.1 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Previous wording
Results of Operations —Three and Six Months Ended June 30, 2025 and 2024
Current wording
Results of Operations —Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
For the three and six months ended June 30, 2025 and 2024, our results of operations were as follows:
Current wording
For the three and nine months ended September 30, 2025 and 2024, our results of operations were as follows:
Previous wording
For the three and six months ended June 30, 2025 revenue increased $99.0 million, or 9.5% and $173.5 million, or 8.4%, respectively, compared with the same periods in 2024, due to growth in both segments. The impact of foreign currency was flat and a decrease of 0.4%, respectively, compared with the same periods in 2024.
Current wording
For the three and nine months ended September 30, 2025 revenue increased $84.5 million, or 7.8% and $258.0 million, or 8.2%, respectively, compared with the same periods in 2024, due to growth in both segments. The impact of foreign currency was flat and a decrease of 0.3%, respectively, compared with the same periods in 2024.
Previous wording
For the three months ended June 30, 2025, cost of services increased $63.2 million compared with the same period in 2024. The increase was primarily due to:
Current wording
For the three months ended September 30, 2025, cost of services increased $31.6 million compared with the same period in 2024. The increase was primarily due to:
Previous wording
•an increase of approximately $12.0 million in technology and communications costs, including costs for our accelerated technology investment.
Current wording
•an increase of approximately $17.0 million in technology and communications costs, including costs for our accelerated technology investment; and
Previous wording
•an increase of approximately $36.0 million in product and fulfillment costs primarily due to an increase in certain product cost pricing in our U.S. Markets segment and an increase in volume in both segments, partially offset by a decrease in variable postage related to breach remediation revenue in 2024 in our U.S Markets segment;
Current wording
•an increase of approximately $15.0 million in product and fulfillment costs primarily due to an increase in certain product cost pricing in our U.S. Markets segment and an increase in volume in both segments, partially offset by a decrease in variable postage related to breach remediation revenue in 2024 in our U.S Markets segment.
Previous wording
For the six months ended June 30, 2025 cost of services increased $102.6 million compared with the same period in 2024. The increase was primarily due to:
Current wording
For the nine months ended September 30, 2025 cost of services increased $134.2 million compared with the same period in 2024. The increase was primarily due to:
Previous wording
•an increase of approximately $58.0 million in product and fulfillment costs primarily due to an increase in certain product cost pricing in our U.S. Markets segment and an increase in volume in both segments, partially offset by a decrease in variable postage related to breach remediation revenue in 2024 in our U.S Markets segment;
Current wording
•an increase of approximately $74.0 million in product and fulfillment costs primarily due to an increase in certain product cost pricing in our U.S. Markets segment and an increase in volume in both segments, partially offset by a decrease in variable postage related to breach remediation revenue in 2024 in our U.S Markets segment;
Previous wording
•an increase of approximately $19.0 million in technology and communications costs, including costs for our accelerated technology investment.
Current wording
•an increase of approximately $36.0 million in technology and communications costs, including costs for our accelerated technology investment; and
Previous wording
•a net increase of approximately $11.0 million in labor-related costs, primarily due to an increase in employee benefits and stock-based compensation, partially offset by the realization of benefits from our operating model transformation plan; and
Current wording
•a net increase of approximately $16.0 million in labor-related costs, primarily due to an increase in employee benefits and stock-based compensation.
Previous wording
For the three months ended June 30, 2025, selling, general and administrative expenses increased $24.2 million compared with the same period in 2024. The increase was primarily due to:
Current wording
For the three months ended September 30, 2025, selling, general and administrative expenses increased $25.1 million compared with the same period in 2024. The increase was primarily due to:
Previous wording
For the six months ended June 30, 2025, selling, general and administrative expenses decreased $24.6 million compared with the same period in 2024. The decrease was primarily due to:
Current wording
For the nine months ended September 30, 2025, selling, general and administrative expenses increased $0.5 million compared with the same period in 2024. The increase was primarily due to:
Previous wording
•an increase of approximately $4.0 million in technology and communications costs, including our accelerated technology investment.
Current wording
•an increase of approximately $8.0 million in technology and communications costs, including our accelerated technology investment,
Previous wording
•a $56.0 million decrease in legal and regulatory expenses in the first quarter of 2025 related to the reduction of an accrued liability for a lawsuit that was dismissed, as further discussed in Part 1 - Notes to Unaudited Financial Statements, Note 16, “Contingencies”; and
Current wording
•a decrease of approximately $62.0 million in legal and regulatory expenses, including the $56.0 million reduction of an accrued liability for a lawsuit that was dismissed in the first quarter of 2025, as further discussed in Part 1 - Notes to Unaudited Financial Statements, Note 16, “Contingencies.”
Previous wording
For the three and six months ended June 30, 2025, depreciation and amortization increased $9.9 million and $14.7 million, respectively, compared with the same periods in 2024, primarily due to the increase in capital expenditures related to our accelerated technology investment initiative over the past few years.
Current wording
For the three and nine months ended September 30, 2025, depreciation and amortization increased $12.0 million and $26.7 million, respectively, compared with the same periods in 2024, primarily due to the increase in capital expenditures related to our accelerated technology investment initiative over the past few years and incremental intangible asset amortization from our recent acquisition.
Previous wording
For the three and six months ended June 30, 2025, interest expense decreased $12.1 million and $24.7 million, respectively, compared with the same periods in 2024. The decrease was due to a decrease in outstanding principal balance due to prepayments and debt refinancing transactions in 2024 and a decrease in theaverage periodic variable interest rate on the unhedged portion of our debt.
Current wording
For the three and nine months ended September 30, 2025, interest expense decreased $4.1 million and $28.8 million, respectively, compared with the same periods in 2024. The decrease was due to a decrease in outstanding principal balance due to prepayments and debt refinancing transactions in 2024 and a decrease in theaverage periodic variable interest rate on the unhedged portion of our debt.
Previous wording
For the three and six months ended June 30, 2025, debt-related expenses included $0.6 million and $1.1 million, respectively, of other debt financing expenses. For the three and six months ended June 30, 2024, debt-related expenses included $6.0 million and $9.1 million, respectively, of unamortized original issue discount, deferred financing fees and other related fees expensed as a result of our debt prepayments and refinancings, and $0.6 million and $1.1 million, respectively, of other debt financing expenses.
Current wording
For the three and nine months ended September 30, 2025, debt-related expenses included $0.5 million and $1.6 million, respectively, of other debt financing expenses. For the three and nine months ended September 30, 2024, debt-related expenses included $0.1 million and $9.2 million, respectively, of unamortized original issue discount, deferred financing fees and other related fees expensed as a result of our debt prepayments and refinancings, and $0.5 million and $1.6 million, respectively, of other debt financing expenses.
Previous wording
Gain (loss) from post-acquisition adjustments relate to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period. Fair value and impairment adjustments primarily relate to investments in affiliated companies and notes receivable, and include the gain onour acquisition of Monevo for the three and six months ended June 30, 2025, as further discussed in Part 1, Note 2, “Business Acquisition.” Currency remeasurement gains (losses), net consist of realized foreign currency gains and losses for transactions in currencies other than the functional currency of the corresponding consolidated entity that were settled during the period. Miscellaneous non-operating income and(expense) includes other miscellaneous non-operating income and expense.
Current wording
Gain (loss) from post-acquisition adjustments relate to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period. Fair value and impairment adjustments primarily relate to investments in affiliated companies and notes receivable, and include the gain onour acquisition of Monevo for the nine months ended September 30, 2025, as further discussed in Part 1, Note 2, “Business Acquisition.” Currency remeasurement gains (losses), net consist of realized foreign currency gains and losses for transactions in currencies other than the functional currency of the corresponding consolidated entity that were settled during the period. Miscellaneous non-operating income and(expense) includes other miscellaneous non-operating income and expense.
Previous wording
For the three months ended June 30, 2025, we reported an effective tax rate of 28.3%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the impact of nondeductible expenses primarily in connection with executive compensation limitations and the foreign rate differential, partially offset by the non-taxable gain related to our acquisition of Monevo.
Current wording
For the three months ended September 30, 2025, we reported an effective tax rate of 33.3%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the foreign rate differential, the impact of nondeductible expenses mainly in connection with executive compensation limitations and the cumulative impact of the OBBBA partially offset by excess tax benefits from stock-based compensation.
Previous wording
For the six months ended June 30, 2025, we reported an effective tax rate of 24.4%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the impact of nondeductible expenses primarily in connection with executive compensation limitations, and the foreign rate differential, partially offset by the impact of the benefit to legal and regulatory expenses from the reduction of an accrued liability to zero for the dismissal of a lawsuit previously treated as nondeductible.
Current wording
For the nine months ended September 30, 2025, we reported an effective tax rate of 27.0%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the impact of nondeductible expenses mainly in connection with executive compensation limitations, the foreign rate differential and the cumulative impact of the OBBBA, partially offset by the impact of the benefit to legal and regulatory expenses from the reduction of an accrued liability to zero for the dismissal of a lawsuit previously treated as nondeductible.
Previous wording
For the six months ended June 30, 2024, we reported an effective tax rate of 21.6%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions, partially offset by benefits from the foreign rate differential, the remeasurement of deferred taxes due to changes in state apportionment rates, and the research and development credit.
Current wording
For the nine months ended September 30, 2024, we reported an effective tax rate of 22.9%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions, partially offset by benefits from the foreign rate differential, the remeasurement of deferred taxes due to changes in state apportionment rates, and the research and development credit.
Previous wording
Segment Results of Operations—Three and Six Months Ended June 30, 2025 and 2024
Current wording
Segment Results of Operations—Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
Management, including our CODM, evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the three and six months ended June 30, 2025 and 2024, our segment revenue, segment Adjusted EBITDA and segment Adjusted EBITDA Margin were as follows:
Current wording
Management, including our CODM, evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the three and nine months ended September 30, 2025 and 2024, our segment revenue, segment Adjusted EBITDA and segment Adjusted EBITDA Margin were as follows:
Previous wording
For the three and six months ended June 30, 2025, U.S. Markets revenue increased$81.1 million, or 10.0%, and $149.2 million, or 9.3%, respectively, compared withthe same periods in 2024. Revenue increased in all verticals, and includes revenue from our acquisition of Monevo in our Consumer Interactive vertical.
Current wording
For the three and nine months ended September 30, 2025, U.S. Markets revenue increased$64.8 million, or 7.6%, and $213.9 million, or 8.7%, respectively, compared withthe same periods in 2024. Revenue increased in our Financials Services and Emerging Verticals and decreased in our Consumer Interactive vertical.
Previous wording
Financial Services: For the three and six months ended June 30, 2025, revenue increased $61.3 million, or 17.1%, and $113.1 million, or 15.9%, respectively, compared with the same periods in 2024. A majority of the growth in Financial Services comes from our Mortgage line of business, primarily due to increases in price. Our other lines of business also grew, primarily due to price increases in our Auto line of business, volume increases, higher batch revenue, and new business wins.
Current wording
Financial Services: For the three and nine months ended September 30, 2025, revenue increased $70.7 million, or 19.3%, and $183.8 million, or 17.1%, respectively, compared with the same periods in 2024. A majority of the growth in Financial Services comes from our Mortgage line of business, primarily due to increases in price. Our other lines of business also grew, primarily due to price increases in our Auto line of business, volume increases, higher batch revenue, and new business wins.
Previous wording
Emerging Verticals: For the three and six months ended June 30, 2025, revenue increased $15.1 million, or 4.9%, and $32.5 million, or 5.4%, respectively, compared with the same periods in 2024. The increase was primarily due to an increase in Insurance and most other verticals from volume increases across online and batch services, new business wins and pricing increases.
Current wording
Emerging Verticals: For the three and nine months ended September 30, 2025, revenue increased $22.9 million, or 7.5%, and $55.4 million, or 6.1%, respectively, compared with the same periods in 2024. The increase was primarily due to an increase in Insurance and most other verticals from volume increases across online and batch services, new business wins and pricing increases.
Previous wording
For the three and six months ended June 30, 2025, Adjusted EBITDA increased $21.5 million and $56.4 million, respectively, compared with the same periods in 2024, primarily due to an increase in revenue, partially offset by higher variable product and fulfillment costs and other costs. For the three and six months ended June 30, 2025, Adjusted EBITDA margins decreased 1.1% in the three-month period and were flat for the six-month period, primarily due to higher labor and technology costs and a shift in the mix of revenue.
Current wording
For the three and nine months ended September 30, 2025, Adjusted EBITDA increased $30.8 million and $87.2 million, respectively, compared with the same periods in 2024, primarily due to the increase in revenue, partially offset by higher variable product and fulfillment costs and other operating costs. For the three and nine months ended September 30, 2025, Adjusted EBITDA margins increased 0.7% and 0.3%, respectively, due toa shift in the mix of revenue offset by higher labor and technology costs.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
•Operating model optimization program represents employee separation costs, facility lease exit costs and other business process optimization expenses incurred in connection with the transformation plan discussed further in
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
•a net increase of approximately $17.0 million in labor-related costs, primarily due to an increase in stock-based compensation; and