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Frontdoor, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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

Sep 30, 2026 · Filed Nov 5, 2026

FTDR$98.50-2.2%Stored close · as of Nov 10, 2026

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business

Frontdoor is the leading provider of home warranties and new home builder warranties in the United States, as measured by revenue, and operates primarily under the American Home Shield, HSA, OneGuard, Landmark and 2-10 HBW brands. Our customizable home warranties help customers protect and maintain their homes, typically their most valuable asset, from costly and unplanned breakdowns of essential home systems and appliances. Our home warranty customers usually subscribe to an annual service plan agreement that covers the repair or replacement for breakdowns that generally occur as a result of normal wear and tear of major components of up to 29 home systems and appliances, including electrical, plumbing, HVAC systems, water heaters, refrigerators, dishwashers and ranges/ovens/cooktops, as well as optional coverages for pools, spas and pumps. We also offer non-warranty home services, including our HVAC upgrade program and installation of Moen water shut-off devices, and select home maintenance offerings. Non-warranty services are primarily marketed to our existing warranty customer base, enabling incremental revenue opportunities beyond traditional warranty coverage. As of September 30, 2026, we had approximately 2.1 million active home warranties across all brands in the United States. We also offer new home builder warranty solutions, which deliver value to both builders and homeowners through a suite of builder warranty products and support services. We offer flexible builder-backed and insurance-backed warranty options covering workmanship, home distribution systems, and structural components. Additional add-on programs provide service request management for warranties and claims administration for structural warranties.

Note 2. Significant Accounting Policies

Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in our 2025 Form 10-K. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2026.

Newly Issued Accounting Standards

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

In 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for the costs to develop software for internal use. This guidance is effective for annual periods beginning after December 15, 2027. Early adoption is permitted and the guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. We are currently evaluating the impact of this ASU on ourconsolidated financial statements.

Restricted Net Assets

There are regulatory restrictions on certain of our subsidiaries under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain subsidiaries to maintain funded reserves, minimum capital and net worth requirements, and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can make to us. As of September 30, 2026, the total assets subject to regulatory restrictions was $153 million. This amount included certificates of deposit of $2 million, which are reported in Prepaid expenses and other current assets on the accompanying condensed consolidated statements of financial position.

Real Estate Held for Sale

We classify long-lived assets to be sold as held for sale in the period in which all required criteria are met. We initially measure a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon determining a long-lived asset meets the criteria to be classified as held for sale, we cease depreciation and report such long-lived assets, if material, as Assets held for sale on the accompanying condensed consolidated statements of financial position.

On April 30, 2026, we completed the sale of 2-10 HBW's corporate office in Aurora, Colorado, that had been previously classified as held for sale. As of September 30, 2026, we hadno real estate classified as held for sale.

Basis of Presentation

We recommend that the accompanying condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2025 Form 10-K. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results that might be achieved for the respective full year.

Note 3. Revenue

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

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

Three Months Ended · Nine Months Ended
September 30, · September 30,
(In millions) · 2026 · 2025 · 2026 · 2025
Renewals$479$461$1,309$1,255
Real estate(1)4443117114
Direct-to-consumer(1)5454139143
Non-warranty and other7859186148
Total$655$618$1,752$1,660

(1)

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

Renewals

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

Real estate

Real estate home warranties are primarily sold through annual contracts that occur in connection with a real estate sale. These plans are typically paid in full at closing on the real estate transaction. First-year revenue from the real estate channel is classified as real estate in the immediately preceding table. At the option of the customer, upon renewal of the contract, the future revenue derived from home warranties sold in this channel is classified as renewal revenue as described under the heading "Renewals" above.

Direct-to-consumer

Direct-to-consumer home warranties are primarily sold through annual contracts that occur in response to our marketing efforts. Customer payments for direct-to-consumer sales are primarily received in installments over the contract period. First-year revenue from the direct-to-consumer channel is classified as direct-to-consumer in the immediately preceding table. At the option of the customer, upon renewal of the contract, the future revenue derived from home warranties sold in this channel is classified as renewal revenue as described under the heading "Renewals" above.

Non-warranty and other

Non-warranty and other revenue primarily includes revenue generated by non-warranty home services, including the HVAC upgrade and Moen programs, home maintenance services and new home builder warranties.

Deferred Customer Acquisition Costs

We capitalize the incremental costs of obtaining a contract with a customer and recognize the related expense using the input method in proportion to the costs expected to be incurred in performing services under the contract, over the expected customer relationship period. Deferred customer acquisition costs were $15 million and $14 million as of September 30, 2026 and December 31, 2025, respectively. Amortization of deferred customer acquisition costs was $4 million and $4 million for the three months ended September 30, 2026 and 2025, respectively, and $12 million and $9 million for thenine months ended September 30, 2026 and 2025, respectively. There wereno impairment losses related to these capitalized costs during thenine months ended September 30, 2026 and 2025.

Deferred Policy Acquisition Costs

We capitalize certain costs related to the issuance of insurance policies, net of ceding commission income from reinsurers, under the new home builder warranty program as deferred policy acquisition costs and amortize these costs over the term of the underlying pattern of insurance risk. Ceding commission amounts, which represent a recovery of policy acquisition costs, are treated as a reduction of deferred policy acquisition costs. We anticipate that all deferred policy acquisition costs will be recoverable. Deferred policy acquisition costs were $9 million and $5 million as of September 30, 2026 and December 31, 2025, respectively. Amortization of deferred policy acquisition costs was less than $1 million for each of the three andnine months ended September 30, 2026 and 2025. Deferred policy acquisition costs are recorded in Other assets on the accompanying condensed consolidated statement of financial position.

Receivables, Less Allowance

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

Contract Assets and Liabilities

Contract assets arise when we recognize revenue for our home warranty contracts prior to a customer being invoiced. These timing differences are created when the recognition of revenue in proportion to the costs expected to be incurred in performing the services under the contract are accelerated as compared to the recognition of revenue on a straight-line basis over the contract period. Contract assets were $85 million as of September 30, 2026. There wereno contract assets as of December 31, 2025.

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

A summary of the changes in deferred revenue, including the long-term portion, for thenine months ended September 30, 2026 is as follows:

(In millions)
Balance as of December 31, 2025$126
Deferral of revenue208
Recognition of deferred revenue(218)
Balance as of September 30, 2026$117

There was approximately $99 million of revenue recognized during thenine months ended September 30, 2026, that was included in the deferred revenue balance as of December 31, 2025.

Unearned Insurance Premium

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

Deferred Reinsurance

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

Note 4. Goodwill and Intangible Assets

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

The balance of goodwill was $963 million and $959 million as of September 30, 2026 and December 31, 2025, respectively. There wereno goodwill impairment charges during thenine months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026, we identified an additional required payment to 2-10 HBW Acquisition, L.P., a Delaware limited partnership and the seller of 2-10 HBW, under the provisions of the purchase agreement that should have been recognized as part of the purchase price allocation. This resulted in an increase to goodwill of $4 million. The adjustment was not material to the prior and current period consolidated financial statements.

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

As of September 30, 2026 · As of December 31, 2025
Accumulated · Accumulated
(In millions) · Gross · Amortization · Net · Gross · Amortization · Net
Trade names(1)$141$—$141$141$—$141
Value of business acquired148(49)99148(30)118
Customer relationships(2)133(27)106321(213)108
Other(3)31(15)1667(35)32
Total$453$(91)$362$676$(278)$398

(1)

Not subject to amortization.

(2)

Customer relationships include homeowner, builder and broker relationships.

(3)

Other includes developed technology and other miscellaneous intangibles.

During 2026, we identified all intangible assets that were fully amortized and removed the fully amortized balances from the gross asset and accumulated amortization amounts. This did not have an impact on the consolidated financial statements. Amortization expense was $12 million and $13 million for the three months ended September 30, 2026 and 2025, respectively, and $37 million and $38 million for the nine months ended September 30, 2026 and 2025, respectively. There wereno intangible asset impairment charges during thenine months ended September 30, 2026 and 2025.

Note 5. Leases

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

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

As of
September 30, · December 31,
2026 · 2025
Weighted-average remaining lease term (years)78
Weighted-average discount rate6.6%6.6%

We recognized operating lease expense of less than $1 million for each of thethree months ended September 30, 2026 and 2025 and $1 million for each of thenine months ended September 30, 2026 and 2025. These expenses are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

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

As of
September 30, · December 31,
(In millions) · 2026 · 2025
Other accrued liabilities$3$3
Operating lease liabilities1618
Total operating lease liabilities$18$20

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

Nine Months Ended
September 30,
(In millions) · 2026 · 2025
Cash paid on operating lease liabilities(1)$2$2

(1)

Amount is presented net of cash provided from sublease income.

The following table presents the maturities of our operating lease liabilities as of September 30, 2026:

(In millions)
2026 (remainder)(1)1
2027(1)3
2028(1)2
2029(1)2
20303
Thereafter10
Total future lease payments(1)20
Less imputed interest(5)
Total operating lease liabilities(1)$15

(1)

Amount is presented net of future sublease income totaling $3 million, which relates to the remainder of the year ending December 31, 2026 and the years ending December 31, 2027 through December 31, 2029.

Note 6. Income Taxes

We are subject to taxation in the United States, various states and foreign jurisdictions. Substantially all of our income before income taxes for the nine months ended September 30, 2026 and 2025 was generated in the United States.

We compute interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from operations before income taxes, except for significant unusual or infrequently occurring items. As a result, our estimated tax rate is adjusted each quarter. The effective tax rate on income before income taxes was 24.6 percent and 25.8 percent for the three months ended September 30, 2026 and 2025, respectively, and 23.9 percent and 24.6 percent for the nine months ended September 30, 2026 and 2025, respectively. The decrease in effective tax rate for the three and nine months ended September 30, 2026 compared to 2025 was primarily due to an increase in stock-based compensation expense.

On July 4, 2025, the One Big Beautiful Bill Act (the “Bill”) was enacted into U.S. law. Certain provisions are applicable to the company beginning in 2025, while other provisions will be implemented in future periods. As a result of the Bill, we recognized an increase in our net deferred tax liability and a decrease to our income tax payable resulting from the restoration of full expensing of U.S. research and experimentation expenditures and reinstating the 100% bonus depreciation for eligible assets. We do not expect any current or ongoing material impact to our effective tax rate as a result of the Bill.

Note 7. Commitments and Contingencies

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

Unpaid losses and loss adjustment reserves represent the estimated ultimate cost of settling all new home builder warranty claims and include the estimated costs of claims incurred but not reported as of the balance sheet date. The reserve is based upon the facts of each case and our experience with similar cases. The establishment of appropriate reserves is an inherently uncertain and complex process. Reserve estimates are primarily derived using an actuarial estimation process in which historical loss patterns are applied to actual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) to create an estimate of how losses are likely to develop over time. We regularly review our estimates of unpaid losses and adjust our estimates when appropriate. We report our unpaid losses and loss adjustment reserves gross of the amounts related to unpaid losses recoverable from reinsurers and net of amounts ceded to reinsurers. Unpaid losses and loss adjustment reserves and unpaid losses recoverable from reinsurers are recorded in Other long-term liabilities and Other assets, respectively, on the accompanying condensed consolidated statements of financial position.

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

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

In the normal course of business, we periodically enter into guarantee agreements with our subsidiaries under which we agree to pay all liabilities and claims arising from home warranty service contracts sold by the service contract entity in the applicable states if that entity is unable to or does not perform its obligations. We are not required to recognize liabilities for guarantees issued on behalf of our subsidiaries unless it becomes probable that we will have to perform under the guarantees. We currently believe it is unlikely that we would be required to perform or otherwise incur any losses associated with guarantees of our subsidiaries’ obligations. As of September 30, 2026, we had no liability with respect to these guarantees.

Note 8. Stock-Based Compensation

We recognized stock-based compensation expense of $9 million ($6 million, net of tax) and $8 million ($6 million, net of tax) for the three months ended September 30, 2026 and 2025, respectively, and $31 million ($20 million, net of tax) and $25 million ($18 million, net of tax) for thenine months ended September 30, 2026 and 2025, respectively. These charges are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

A summary of awards granted under the Omnibus Plan during thenine months ended September 30, 2026 is as follows:

Weighted- · Weighted- · Weighted-
Number of · Average · Average · Average
Awards · Exercise · Grant Date · Vesting
Granted · Price · Fair Value · Period
Stock options561,94153.6423.323.0
Restricted stock units486,98753.643.0
Performance shares(1)139,82053.643.0

(1)

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

As of September 30, 2026, there was $56 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, restricted stock units (“RSUs”) and performance shares. These costs are expected to be recognized over a weighted-average period of 1.95 years.

Note 9. Long-Term Debt

Long-term debt is summarized in the following table:

As of
September 30, · December 31,
(In millions) · 2026 · 2025
Term Loan A maturing in 2029(1)$377$392
Term Loan B maturing in 2031(2)777781
Revolving Credit Facility maturing in 2029——
Total debt1,1541,173
Less current portion(29)(29)
Total long-term debt$1,125$1,144

(1)

Term Loan A is presented net of unamortized debt issuance costs of $4 million and $5 million as of September 30, 2026 and December 31, 2025, respectively.

(2)

Term Loan B is presented net of unamortized debt issuance costs of $8 million and $9 million as of September 30, 2026 and December 31, 2025, respectively, and unamortized discount of $1 million and $2 million as of September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026, the available borrowing capacity under the Revolving Credit Facility was $250 million, and we were in compliance with the covenants under the Credit Agreement.

Scheduled Debt Payments

The following table presents future scheduled debt payments as of September 30, 2026:

(In millions)
2026 (remainder)$7
202729
202829
2029342
20308
Thereafter752
Total future scheduled debt payments1,167
Less unamortized debt issuance costs(12)
Less unamortized discount(1)
Total debt$1,154

Note 10. Segments

We operate asone operating and reportable segment. The majority of our revenue is generated from home warranty contracts entered into with our customers. The accounting policies applied to ourone operating and reportable segment are described in Note 2 to the audited consolidated financial statements included in our 2025 Form 10-K.

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

Information for ourone operating and reportable segment is as follows:

Three Months Ended · Nine Months Ended
September 30, · September 30,
(In millions) · 2026 · 2025 · 2026 · 2025
Revenue$655$618$1,752$1,660
Cost of services rendered293264763716
Sales and marketing costs8783243232
Customer service costs31319489
General and administrative costs5660176177
Other segment items (1)7274193193
Net Income$116$106$283$253

(1)

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

As of
September 30, · December 31,
2026 · 2025
Total Assets$2,223$2,142

Note 11. Supplemental Cash Flow Information

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

Nine Months Ended
September 30,
(In millions) · 2026 · 2025
Cash paid for (received from):
Interest expense$54$56
Interest income(16)(16)
Income tax payments, net of refunds4736

Note 12. Cash and Marketable Securities

Cash, money market funds and certificates of deposits with maturities of three months or less when purchased are included in Cash and cash equivalents on the accompanying condensed consolidated statements of financial position.

Gains and losses on sales of investments, as determined on a specific identification basis, are included in investment income in the period they are realized. We periodically review our portfolio of investments to determine whether there has been an other-than-temporary decline in the value of the investments from factors such as deterioration in the financial condition of the issuer or the market(s) in which the issuer competes. During the three months ended September 30, 2025, there were less than $1 million in proceeds from each of sales of securities, maturities, gross realized gains and gross realized losses resulting from sales of available-for-sale securities. During the nine months ended September 30, 2025, there were $48 million in proceeds from sales of securities, $12 million in maturities and less than $1 million in each of gross realized gains and gross realized losses resulting from sales of available-for-sale securities. During thethree and nine months ended September 30, 2026, there wereno proceeds, maturities, gross realized gains and gross realized losses resulting from sales of available-for-sale securities. There wereno impairment charges due to other-than-temporary declines in the value of certain investments for thenine months ended September 30, 2026 and 2025.

Note 13. Comprehensive Income (Loss)

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

A summary of the changes in AOCI is as follows:

Unrealized Gains (Losses) on Derivative Instruments, Net · Gains (Losses) on Foreign Currency Transactions, Net · Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2025$(12)$—$(12)
Other comprehensive income before reclassifications18(1)17
Amounts reclassified from AOCI (1)2—2
Balance at September 30, 2026$8$(1)$7

(1)

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

A summary of reclassifications out of AOCI is as follows:

Nine Months Ended
September 30,
(In millions) · 2026 · 2025
(Loss) gain on interest rate swap contracts(1)$(2)$3
Impact of income taxes (2)1(1)
Total reclassifications during the period$(2)$3

(1)

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

(2)

Included in provision for income taxes in the accompanying condensed consolidated statements of operations and comprehensive income.

Note 14. Derivative Financial Instruments

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

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

The effective portion of the gain or loss on our interest rate swap contracts is recorded in AOCI. These amounts are reclassified into earnings in the same period or periods during which the hedged forecasted debt interest settlement affects earnings. See Note 13 to the accompanying condensed consolidated financial statements for the effective portion of the gain or loss on derivative instruments recorded in AOCI and for the amounts reclassified out of AOCI and into earnings during the periods presented. As the underlying forecasted transactions occur during the next 12 months, we estimate the unrealized hedging gain in AOCI expected to be recognized in earnings is $1 million, net of tax, as of September 30, 2026. The amounts ultimately reclassified into earnings during the next 12 months will be determined based on the actual interest rates in effect at the time the positions are settled, and as a result, they could differ materially from our estimate noted above.

Note 15. Fair Value Measurements

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

The period-end carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these financial instruments. The period-end carrying amounts of short-term marketable securities also approximate fair value and primarily consist of certificates of deposit. Unrealized gains and losses are reported net of tax as a component of AOCI in the accompanying condensed consolidated statements of financial position. Any unrealized losses where the decline in value is other than temporary are reported in interest and net investment income in the accompanying condensed consolidated statements of operations and comprehensive income. There were no other-than-temporary declines in value for the periods ended September 30, 2026 and December 31, 2025. The fair value of our debt was estimated based on available market prices for the same or similar instruments that are considered significant other observable inputs (Level 2) within the fair value hierarchy and was based on information available to us as of the respective period-end dates.

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

We did not change our valuation techniques for measuring the fair value of any financial assets and liabilities during the nine months ended September 30, 2026. Transfers between hierarchy levels, if any, are recognized at the end of the reporting period. There were no transfers between hierarchy levels during the nine months ended September 30, 2026.

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

Estimated Fair Value Measurements
Quoted · Significant
Prices · Other · Significant
in Active · Observable · Unobservable
Carrying · Markets · Inputs · Inputs
(In millions) · Value · (Level 1) · (Level 2) · (Level 3)
As of September 30, 2026:
Interest rate swap (Prepaid expenses and other current assets )$1$—$1$—
Interest rate swap (Other assets)9—9—
Total assets$10$—$10$—
Term Loan A377—381—
Term Loan B777—790—
Total liabilities$1,154$—$1,171$—
As of December 31, 2025:
Interest rate swap (Other accrued liabilities )$4$—$4$—
Interest rate swap (Other long-term liabilities)13—13—
Term Loan A392—397—
Term Loan B781—796—
Total liabilities$1,190$—$1,210$—

Note 16. Share Repurchase Program

On July 26, 2024, our Board of Directors approved a share repurchase authorization of up to $650 million of our common stock over thethree-year period from September 4, 2024 through September 4, 2027. Purchases under this repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through Rule 10b5-1 Plans), in privately negotiated transactions, or through any combination of these methods, through September 4, 2027. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of the company’s stock, general market and economic conditions, the company’s liquidity requirements, applicable legal requirements and other business considerations. The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be suspended or discontinued at any time at our discretion. As of September 30, 2026, we had $70 million remaining available for future repurchases under this program.

A summary of repurchases of outstanding shares is as follows:

Three Months Ended · Nine Months Ended
September 30, · September 30,
(In millions, except per share data) · 2026 · 2025 · 2026 · 2025
Number of shares purchased1,355,456981,6393,725,7603,836,384
Average price paid per share(1)$79.68$60.31$69.52$50.41
Cost of shares purchased(1)$108$59$259$193

(1)

The average price paid per share and the cost of shares purchased are calculated on a trade date basis and exclude associated commissions and taxes of $1 million for each of thethree months ended September 30, 2026 and 2025, and $2 million for each of thenine months ended September 30, 2026 and 2025.

common stock over thethree-year period from November 12, 2026 through November 12, 2029. Purchases under this new $1 billion repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods, through November 12, 2029. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of the company’s stock, general market and economic conditions, the company’s liquidity requirements, applicable legal requirements and other business considerations. The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be suspended or discontinued at any time at our discretion.

Note 17. Earnings Per Share

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

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

Three Months Ended · Nine Months Ended
September 30, · September 30,
(In millions, except per share data) · 2026 · 2025 · 2026 · 2025
Net Income$116$106$283$253
Weighted-average common shares outstanding:68.772.869.773.6
Effect of dilutive securities:
RSUs(1)0.70.90.70.7
Stock options(2)0.60.50.50.3
Performance options0.30.30.30.3
Weighted-average common shares outstanding - assuming dilution:70.374.471.175.0
Basic earnings per share$1.69$1.45$4.06$3.44
Diluted earnings per share$1.65$1.42$3.97$3.38

(1)

RSUs of 14,266 shares for thethree months ended September 30, 2025, and 209,880 shares and 347,719 shares for the nine months ended September 30, 2026 and 2025, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

(2)

Stock options to purchase 363,696 shares and 539,832 shares for the nine months ended September 30, 2026 and 2025, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

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