Rackspace Technology, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001810019-25-000110
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001810019-25-000153
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 197 previous paragraphs and 200 current paragraphs.
133 unchanged; 49 reworded; 18 added; 14 removed; 1 previous and 0 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 (18)
Current report
Public Cloud revenue in the three months ended September 30, 2025 increased 0.8% on an actual basis and 0.6% on a constant currency basis, from the three months ended September 30, 2024. The increase was driven by higher services revenue and increased infrastructure volumes.
Current report
Private Cloud revenue in the three months ended September 30, 2025 decreased 3.1% on an actual basis and 4.0% on a constant currency basis, from the three months ended September 30, 2024, reflecting customer transitions off legacy platforms, partially offset by revenue from new bookings, including revenue related to certain customer contracts that include embedded sales-type lease arrangements for hardware.
Current report
Cost of revenue increased $3 million, or 1%, to $541 million in the three months ended September 30, 2025 from $538 million in the three months ended September 30, 2024. The primary drivers of the increase include higher usage charges for third-party infrastructure, higher expense for hardware mainly related to certain customer contracts that include embedded sales-type lease arrangements, and depreciation expense. These increases were partially offset by a reduction in data center expense as a result of continued optimization initiatives and lower license expense, due to a reduction in usage between periods. Personnel costs decreased slightly between periods primarily driven by a reduction in non-equity incentive compensation.
Current report
We performed an interim goodwill impairment analysis as of September 30, 2024 based on our assessment of several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including the significance of the amount, if any, of excess carrying value over fair value, consistency of our current and forecasted operating margins and cash flows, budgeted-to-actual performance, timing of the expected effects of our strategic initiatives, overall change in economic climate, changes in the industry and competitive environment, changes to our risk-adjusted discount rates and earnings quality and sustainability. The results of this goodwill impairment analysis indicated an impairment of goodwill within our Public Cloud and Private Cloud reporting units of$69 million and$73 million, respectively, recorded in the third quarter of 2024.
Current report
There was no such impairment in the three months ended September 30, 2025.
Current report
We recorded an$18 million gain on debt extinguishment in the three months ended September 30, 2024 related to repurchases of $24 million principal amount of the FLSO Term Loan Facility.
Current report
The increase in other expense, net to $4 million inthe three months ended September 30, 2025 from$1 million inthe three months ended September 30, 2024 is primarily due to foreign currency transaction losses.
Current report
Provision for Income Taxes
Current report
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2025
Current report
Private Cloud revenue in the nine months ended September 30, 2025 decreased 4.7% on an actual basis and 5.2% on a constant currency basis, from the nine months ended September 30, 2024, reflecting customer transitions off legacy platforms, partially offset by revenue from new bookings, including revenue related to certain customer contracts that include embedded sales-type lease arrangements for hardware.
Current report
As a percentage of revenue, cost of revenue increased 30 basis points in thenine months ended September 30, 2025 to 80.7% from 80.4% in the nine months ended September 30, 2024 as the decline in revenue slightly outpaced the reduction in expense.
Current report
Impairment of Goodwill
Current report
We recorded a total of $715 million in non-cash goodwill impairment charges in the nine months ended September 30, 2024.
Current report
We performed an interim goodwill impairment analysis as of September 30, 2024 based on our assessment of several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including the significance of the amount, if any, of excess carrying value over fair value, consistency of our current and forecasted operating margins and cash flows, budgeted-to-actual performance, timing of the expected effects of our strategic initiatives, overall change in economic climate, changes in the industry and competitive environment, changes to our risk-adjusted discount rates and earnings quality and sustainability. The results of this goodwill impairment analysis indicated an impairment of goodwill within our Public Cloud and Private Cloud reporting units of$69 million and$73 million, respectively, recorded in the third quarter of 2024.
Current report
There was no such impairment in the nine months ended September 30, 2025.
Current report
There was no such impairment in thenine months ended September 30, 2025.
Current report
The increase in other expense, net to $13 million in the nine months ended September 30, 2025 from$12 million in the nine months ended September 30, 2024 is primarily due toforeign currency transaction losses.
Current report
As of September 30, 2025, $271 million aggregate principal amount of the FLFO Term Loan Facility remained outstanding.
Removed paragraphs (14)
Previous report
Public Cloud revenue in the three months ended June 30, 2025 decreased 2.0% on an actual basis and 2.2% on a constant currency basis, from the three months ended June 30, 2024. The decline was due to lower infrastructure volumes, as services revenue remained relatively flat.
Previous report
Private Cloud revenue in the three months ended June 30, 2025 decreased 4.0% on an actual basis and 4.8% on a constant currency basis, from the three months ended June 30, 2024, due to customers rolling off legacy private cloud offerings.
Previous report
We recorded a$73 million gain on debt extinguishment, net of debt modification costs in the three months ended June 30, 2024, which included a $49 million gain on debt extinguishment related to repurchases of an aggregate $68 million principal amount of 3.50% FLSO Senior Secured Notes, FLSO Term Loan Facility, and 5.375% Senior Notes during the period. The remaining amount is related to the closing of the Public Note Exchange in April 2024, which was initiated as part of the March 2024 Refinancing Transactions.
Previous report
We had $4 million and $5 million of other expense inthe three months ended June 30, 2025 and 2024, respectively. This line item is primarily comprised ofexpense related to our accounts receivable purchase agreement.
Previous report
For more information, see Item 1 of Part I, Financial Statements - Note 3, "Sale of Receivables."
Previous report
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2025
Previous report
Private Cloud revenue in the six months ended June 30, 2025 decreased 5.5% on an actual basis and 5.7% on a constant currency basis, from the six months ended June 30, 2024, due to customers rolling off legacy private cloud offerings.
Previous report
As a percentage of revenue, cost of revenue was 80.8% in both the six months ended June 30, 2024 and June 30, 2025.
Previous report
There was no such impairment in thesix months ended June 30, 2025.
Previous report
There was no such impairment in thesix months ended June 30, 2025.
Previous report
We had $9 millionand$11 million of other expense in the six months ended June 30, 2025 and 2024, respectively. This line item is primarily comprised ofexpense related to our accounts receivable purchase agreement.
Previous report
For more information, see Item 1 of Part I, Financial Statements - Note 3, "Sale of Receivables."
Previous report
Benefit (Provision) for Income Taxes
Previous report
As of June 30, 2025, $272 million aggregate principal amount of the FLFO Term Loan Facility remained outstanding.
Reworded paragraphs (49)
Previous wording
Revenue decreased $44 million, or 3.2%, to $1,332 million in the six months ended June 30, 2025 from $1,376 million in the six months ended June 30, 2024. Revenue declined due to decreases in both Private Cloud and Public Cloud revenue, as discussed below.
Current wording
Revenue decreased $5 million, or 0.7%, to $671 million in the three months ended September 30, 2025 from $676 million in the three months ended September 30, 2024. Revenue declined primarily due to a decrease in Private Cloud revenue, as discussed below.
Previous wording
After removing the impact of foreign currency fluctuations, on a constant currency basis, revenue decreased 3.2% year-over-year. The following table presents revenue by segment:
Current wording
After removing the impact of foreign currency fluctuations, on a constant currency basis, revenue decreased 1.2% year-over-year. The following table presents revenue by segment:
Previous wording
As a percentage of revenue, cost of revenue declined 20 basis points in the three months ended June 30, 2025 to 80.6% from 80.8% in the three months ended June 30, 2024.
Current wording
As a percentage of revenue, cost of revenue increased 100 basis points in the three months ended September 30, 2025 to 80.6% from 79.6% in the three months ended September 30, 2024 for the reasons discussed above.
Previous wording
Our gross profit was $129 million in the three months ended June 30, 2025, a decrease of $2 million from $131 million in the three months ended June 30, 2024. Our gross margin was 19.4% in the three months ended June 30, 2025, an increase of 20 basis points from 19.2% in the three months ended June 30, 2024.
Current wording
Our gross profit was $130 million in the three months ended September 30, 2025, a decrease of $8 million from $138 million in the three months ended September 30, 2024. Our gross margin was 19.4% in the three months ended September 30, 2025, a decrease of 100 basis points from 20.4% in the three months ended September 30, 2024.
Previous wording
Selling, general and administrative expenses decreased $31 million, or 17%, to $154 million in the three months ended June 30, 2025 from $185 million in the three months ended June 30, 2024. Declining personnel costs had the largest impact due to a reduction in headcount between periods and decreases in share-based compensation, non-equity incentive compensation and severance expense.
Current wording
Selling, general and administrative expenses decreased $6 million, or 3%, to $164 million in the three months ended September 30, 2025 from $170 million in the three months ended September 30, 2024. Declining personnel costs had the largest impact due to a reduction in headcount between periods and a decrease in non-equity incentive compensation. Severance and share-based compensation expense, included in overall personnel costs, increased between periods largely driven by the departure of our former chief executive officer in the three months ended September 30, 2025. The prior period included additional insurance recovery proceeds related to the Hosted Exchange incident which resulted in an increase in expense year-over-year.
Previous wording
As a percentage of revenue, selling, general and administrative expenses decreased 380 basis points, to 23.2% in the three months ended June 30, 2025 from 27.0% in the three months ended June 30, 2024 due to personnel costs, as discussed above.
Current wording
As a percentage of revenue, selling, general and administrative expenses decreased 70 basis points, to 24.4% in the three months ended September 30, 2025 from 25.1% in the three months ended September 30, 2024 primarily due to personnel costs, as discussed above.
Previous wording
Our loss from operations was $64 million in the six months ended June 30, 2025 compared to $707 million in the six months ended June 30, 2024. Our Non-GAAP Operating Profit was $53 million in the six months ended June 30, 2025, an increase of $19 million from $34 million in the six months ended June 30, 2024. Non-GAAP Operating Profit is a non-GAAP financial measure. See "Non-GAAP Financial Measures" below for more information.
Current wording
Our loss from operations was $34 million in the three months ended September 30, 2025 compared to $174 million in the three months ended September 30, 2024. Our Non-GAAP Operating Profit was $32 million in both the three months ended September 30, 2025 and September 30, 2024. Non-GAAP Operating Profit is a non-GAAP financial measure. See "Non-GAAP Financial Measures" below for more information.
Previous wording
Public Cloud operating profit increased 77% in the six months ended June 30, 2025 from the six months ended June 30, 2024. Segment operating profit as a percentage of segment revenue increased by 180 basis points, reflecting a 4% decrease in segment operating expenses, partially offset by a 2% decrease in segment revenue. The decrease in expenses was mainly driven by operational improvements and cost optimization initiatives executed during 2024.
Current wording
Public Cloud operating profit decreased 9% in the three months ended September 30, 2025 from the three months ended September 30, 2024. Segment operating profit as a percentage of segment revenue decreased by 40 basis points, reflecting a 1% increase in segment operating expenses, offset by a 1% increase in segment revenue.
Previous wording
Private Cloud operating profit decreased 12% in the six months ended June 30, 2025 from the six months ended June 30, 2024. Segment operating profit as a percentage of segment revenue decreased by 200 basis points, due to a 6% decrease in segment revenue, partially offset by a 3% decrease in segment operating expenses. The decrease in expenses was mainly driven by cost optimization activities executed throughout 2024.
Current wording
Private Cloud operating profit decreased 9% in the three months ended September 30, 2025 from the three months ended September 30, 2024. Segment operating profit as a percentage of segment revenue decreased by 180 basis points due to a 3% decrease in segment revenue, partially offset by a 1% decrease in segment operating expenses.
Previous wording
Centralized corporate functions that provide services to the segments in areas such as accounting, information technology, marketing, legal and human resources are not allocated to the segments and are included in "corporate functions" in the table above. This expense decreased 15% in the three months ended June 30, 2025 from the three months ended June 30, 2024 due to our continued focus on cost management.
Current wording
Centralized corporate functions that provide services to the segments in areas such as accounting, information technology, marketing, legal and human resources are not allocated to the segments and are included in "corporate functions" in the table above. This expense decreased 14% in the three months ended September 30, 2025 from the three months ended September 30, 2024 due to our continued focus on cost management.
Previous wording
Interest expense increased $3 million, or 16%, to $21 million in the three months ended June 30, 2025 from $18 million in the three months ended June 30, 2024. This increase was due to borrowings on the New Revolving Credit Facility in 2025 and a reduction in interest income from money market funds due to a lower cash balance between periods.
Current wording
Interest expense increased $3 million, or 18%, to $21 million in the three months ended September 30, 2025 from $18 million in the three months ended September 30, 2024 primarily due to borrowings on the New Revolving Credit Facility in 2025.
Previous wording
Our income tax expense was $5 million in the three months ended June 30, 2025 compared to a $30 million income tax benefit in the three months ended June 30, 2024. Our effective tax rate decreased to (9.3)% in the three months ended June 30, 2025 from 612.6% in the three months ended June 30, 2024. The decrease in the effective tax rate year-over-year is primarily due to the tax impact associated with changes in valuation allowance, the net impact of the geographic distribution of our earnings, the incremental tax impact associated with goodwill impairments recorded in the first quarter of 2024, the majority of which were nondeductible for income tax purposes, and the tax impact of the March 2024 Refinancing Transactions. The difference between the effective tax rate and the statutory rate for the three months ended June 30, 2025 is primarily due to the tax impact associated with changes in valuation allowance, executive compensation that is non-deductible under Internal Revenue Code (“IRC”) Section 162(m), and the net impact of the geographic distribution of our earnings.
Current wording
Our income tax expense was $8 million in the three months ended September 30, 2025 compared to $12 million in the three months ended September 30, 2024. Our effective tax rate decreased to (13.6)% in the three months ended September 30, 2025 from (6.8)% in the three months ended September 30, 2024. The decrease in the effective tax rate year-over-year is primarily due to the tax impact associated with changes in valuation allowance, the net impact of the geographic distribution of our earnings, thetax impact associated with the goodwill impairment recorded in September 2024, the majority of which was nondeductible for income tax purposes, executive compensation that is non-deductible under Internal Revenue Code (“IRC”) Section 162(m), and the tax impact of the March 2024 Refinancing Transactions. The difference between the effective tax rate and the statutory rate for the three months ended September 30, 2025 is primarily due to the tax impact associated with changes in valuation allowance, executive compensation that is non-deductible under IRC Section 162(m), and the net impact of the geographic distribution of our earnings.
Previous wording
Revenue decreased $19 million, or 2.7%, to $666 million in the three months ended June 30, 2025 from $685 million in the three months ended June 30, 2024. Revenue declined due to decreases in both Private Cloud and Public Cloud revenue, as discussed below.
Current wording
Revenue decreased $49 million, or 2.4%, to $2,003 million in the nine months ended September 30, 2025 from $2,052 million in the nine months ended September 30, 2024. Revenue declined due to decreases in both Private Cloud and Public Cloud revenue, as discussed below.
Previous wording
After removing the impact from foreign currency fluctuations, on a constant currency basis, revenue decreased 3.3% year-over-year. The following table presents revenue by segment:
Current wording
After removing the impact from foreign currency fluctuations, on a constant currency basis, revenue decreased 2.6% year-over-year. The following table presents revenue by segment:
Previous wording
Public Cloud revenue in the six months ended June 30, 2025 decreased 1.8% on an actual basis and 1.7% on a constant currency basis, from the six months ended June 30, 2024. The decline was mainly due to lower infrastructure volumes and a reduction in services revenue.
Current wording
Public Cloud revenue in the nine months ended September 30, 2025 decreased 0.9% on an actual basis and 1.0% on a constant currency basis, from the nine months ended September 30, 2024. The decline was mainly due to lower infrastructure volumes and a reduction in services revenue.
Previous wording
Cost of revenue decreased $36 million, or 3%, to $1,076 million in the six months ended June 30, 2025 from $1,112 million in the six months ended June 30, 2024. The largest driver of the decrease was a reduction in usage charges for third-party infrastructure, consistent with the decrease in revenue. Also contributing to the overall decrease in cost of revenue was a reduction in license expense, due to decreased usage between periods, and a reduction in data center expense as a result of continued optimization initiatives. Personnel costs declined, to a lesser extent, driven by a decrease in headcount between periods.
Current wording
Cost of revenue decreased $33 million, or 2%, to $1,617 million in the nine months ended September 30, 2025 from $1,650 million in the nine months ended September 30, 2024. The largest drivers of the decrease were a reduction in license expense, due to decreased usage between periods, and a reduction in data center expense as a result of continued optimization initiatives. Also contributing to the overall decrease in cost of revenue was a decline in personnel costs, driven by a reduction in headcount between periods. Usage charges for third-party infrastructure also declined year-over-year, consistent with the decrease in revenue. Theses decreases were partially offset byhigher expense for hardware mainly related to certain customer contracts that include embedded sales-type lease arrangements.
Previous wording
Our gross profit was $256 million in the six months ended June 30, 2025, a decrease of $8 million from $264 million in the six months ended June 30, 2024. Our gross margin was 19.2% in both the six months ended June 30, 2024 and June 30, 2025.
Current wording
Our gross profit was $386 million in the nine months ended September 30, 2025, a decrease of $16 million from $402 million in the nine months ended September 30, 2024. Our gross margin was 19.3% in the nine months ended September 30, 2025, a decrease of 30 basis points from 19.6% in the nine months ended September 30, 2024.
Previous wording
Selling, general and administrative expenses decreased$58 million, or 15%, to $320 million in the six months ended June 30, 2025 from $378 million in the six months ended June 30, 2024, primarily due to a reduction in personnel costs. The decrease in personnel costs was largely due to a decline in headcount between periods and a reduction in share-based compensation and non-equity incentive compensation. Also driving the overall decrease in selling, general and administrative expenses was a $9 million early termination fee associated with the sale of our corporate headquarters in the first quarter of 2024.
Current wording
Selling, general and administrative expenses decreased $64 million, or 12%, to $483 million in the nine months ended September 30, 2025 from $547 million in the nine months ended September 30, 2024, primarily due to a reduction in personnel costs. The decrease in personnel costs was largely due to a decline in headcount between periods and a reduction in share-based compensation and non-equity incentive compensation, partially offset by an increase in severance expense. Also driving the overall decrease in selling, general and administrative expenses was a $9 million early termination fee associated with the sale of our corporate headquarters in the first quarter of 2024 and a decrease in other business optimization related expenses between periods. Insurance recovery proceeds related to the Hosted Exchange incident received in the prior period partially offset the overall reduction in selling, general and administrative expenses year-over-year.
Previous wording
As a percentage of revenue, selling, general and administrative expenses decreased 350 basis points, to 24.0% in the six months ended June 30, 2025 from 27.5% in the six months ended June 30, 2024 for the reasons discussed above.
Current wording
As a percentage of revenue, selling, general and administrative expenses decreased 260 basis points, to 24.1% in the nine months ended September 30, 2025 from 26.7% in the nine months ended September 30, 2024 for the reasons discussed above.
Previous wording
Our loss from operations was $25 million in the three months ended June 30, 2025 compared to $54 million in the three months ended June 30, 2024. Our Non-GAAP Operating Profit was $27 million in the three months ended June 30, 2025, an increase of $7 million from $20 million in the three months ended June 30, 2024. Non-GAAP Operating Profit is a non-GAAP financial measure. See "Non-GAAP Financial Measures" below for more information.
Current wording
Our loss from operations was $97 million in the nine months ended September 30, 2025 compared to $880 million in the nine months ended September 30, 2024. Our Non-GAAP Operating Profit was $85 million in the nine months ended September 30, 2025, an increase of $18 million from $67 million in the nine months ended September 30, 2024. Non-GAAP Operating Profit is a non-GAAP financial measure. See "Non-GAAP Financial Measures" below for more information.
Previous wording
Public Cloud operating profit increased 51% in the three months ended June 30, 2025 from the three months ended June 30, 2024. Segment operating profit as a percentage of segment revenue increased by 140 basis points, reflecting a 3% decrease in segment operating expenses, partially offset by a 2% decrease in segment revenue. The decrease in expenses was mainly driven by operational improvements and cost optimization initiatives executed during 2024.
Current wording
Public Cloud operating profit increased 38% in the nine months ended September 30, 2025 from the nine months ended September 30, 2024. Segment operating profit as a percentage of segment revenue increased by 110 basis points, reflecting a 2% decrease in segment operating expenses, partially offset by a 1% decrease in segment revenue. The decrease in expenses was mainly driven by operational improvements and cost optimization initiatives executed during 2024.
Previous wording
Private Cloud operating profit decreased 11% in the three months ended June 30, 2025 from the three months ended June 30, 2024. Segment operating profit as a percentage of segment revenue decreased by 190 basis points due to a 4% decrease in segment revenue, partially offset by a 2% decrease in segment operating expenses. The decrease in expenses was mainly driven by cost optimization activities executed throughout 2024.
Current wording
Private Cloud operating profit decreased 11% in the nine months ended September 30, 2025 from the nine months ended September 30, 2024. Segment operating profit as a percentage of segment revenue decreased by 190 basis points, due to a 5% decrease in segment revenue, partially offset by a 2% decrease in segment operating expenses. The decrease in expenses was mainly driven by cost optimization activities executed throughout 2024.
Previous wording
Centralized corporate functions that provide services to the segments in areas such as accounting, information technology, marketing, legal and human resources are not allocated to the segments and are included in "corporate functions" in the table above. This expense decreased 17% in the six months ended June 30, 2025 from the six months ended June 30, 2024 due to our continued focus on cost management.
Current wording
Centralized corporate functions that provide services to the segments in areas such as accounting, information technology, marketing, legal and human resources are not allocated to the segments and are included in "corporate functions" in the table above. This expense decreased 16% in the nine months ended September 30, 2025 from the nine months ended September 30, 2024 due to our continued focus on cost management.
Previous wording
In connection with the March 2024 Refinancing Transactions that were completed in March and April 2024, as further described in Item 1 of Part I, Financial Statements - Note 7, "Debt", we updated our internal forecasts. As of February 29, 2024, we assessed our Board of Directors approved 2024 internal budget along with several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including the significance of the amount, if any, of excess carrying value over fair value, consistency of our current and forecasted operating margins and cash flows, budgeted-to-actual performance, timing of the expected effects of our strategic initiatives, overall change in economic climate, changes in the industry and competitive environment, changes to our risk-adjusted discount rates and earnings quality and sustainability. After considering all available evidence in our evaluation of goodwill impairment indicators, we determined it appropriate to perform an interim quantitative assessment of our reporting units as of February 29, 2024. The results of this goodwill impairment analysis indicated an impairment of goodwill within our Public Cloud and Private Cloud reporting units of $385 million and $188 million, respectively, recorded in the six months ended June 30, 2024.
Current wording
In connection with the March 2024 Refinancing Transactions that were completed in March and April 2024, as further described in Item 1 of Part I, Financial Statements - Note 7, "Debt", we updated our internal forecasts. As of February 29, 2024, we assessed our Board of Directors approved 2024 internal budget along with several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including the significance of the amount, if any, of excess carrying value over fair value, consistency of our current and forecasted operating margins and cash flows, budgeted-to-actual performance, timing of the expected effects of our strategic initiatives, overall change in economic climate, changes in the industry and competitive environment, changes to our risk-adjusted discount rates and earnings quality and sustainability. After considering all available evidence in our evaluation of goodwill impairment indicators, we determined it appropriate to perform an interim quantitative assessment of our reporting units as of February 29, 2024. The results of this goodwill impairment analysis indicated an impairment of goodwill within our Public Cloud and Private Cloud reporting units of $385 million and $188 million, respectively, recorded in the first quarter of 2024.
Previous wording
We evaluated our indefinite-lived intangible asset for impairment as of February 29, 2024. As a result of this evaluation, we recorded a$20 million impairment of our indefinite-lived intangible asset in the six months ended June 30, 2024.
Current wording
We evaluated our indefinite-lived intangible asset for impairment as of February 29, 2024. As a result of this evaluation, we recorded a$20 million impairment of our indefinite-lived intangible asset in the nine months ended September 30, 2024.
Previous wording
Interest expense decreased $21 million, or 34%, to $41 million in the six months ended June 30, 2025 from $62 million in the six months ended June 30, 2024, primarily due to the accounting for contractual interest payments on debt instruments entered into as part of the March 2024 Refinancing Transactions, portions of which are recorded as a reduction of related premiums and not as interest expense, which reduces interest expense relative to contractual interest cost.
Current wording
Interest expense decreased $18 million, or 23%, to $62 million in the nine months ended September 30, 2025 from $80 million in the nine months ended September 30, 2024, primarily due to the accounting for contractual interest payments on debt instruments entered into as part of the March 2024 Refinancing Transactions, portions of which are recorded as a reduction of related premiums and not as interest expense, which reduces interest expense relative to contractual interest cost.
Previous wording
We recorded an $80 million gain on debt extinguishment, net of debt modification costs in the six months ended June 30, 2024 related to the March 2024 Refinancing Transactions. In addition, we recorded a $49 million total gain on debt extinguishment related to repurchases of an aggregate $68 million principal amount of 3.50% FLSO Senior Secured Notes, FLSO Term Loan Facility, and 5.375% Senior Notes during the six months ended June 30, 2024.
Current wording
We recorded an $80 million gain on debt extinguishment, net of debt modification costs in the nine months ended September 30, 2024 related to the March 2024 Refinancing Transactions. In addition, we recorded $67 million total gain on debt extinguishment related to repurchases of an aggregate $92 million principal amount of 3.50% FLSO Senior Secured Notes, FLSO Term Loan Facility, and 5.375% Senior Notes during the nine months ended September 30, 2024.
Previous wording
Our income tax expense was $13 million in the six months ended June 30, 2025 compared to a $35 million income tax benefit in the six months ended June 30, 2024. Our effective tax rate decreased to (11.3)% in the six months ended June 30, 2025 from 5.3% in the six months ended June 30, 2024. The decrease in the effective tax rate year-over-year is primarily due to the tax impact associated with changes in the valuation allowance, geographic distribution of profits, the tax impact associated with goodwill impairments recorded in the first quarter of 2024, the majority of which were nondeductible for income tax purposes, and the income tax benefit related to the March 2024 Refinancing Transactions. The difference between the effective tax rate and the statutory rate for the six months ended June 30, 2025 is primarily due to the tax impact associated with changes in valuation allowance, executive compensation that is non-deductible under IRC Section 162(m), the net impact of the geographic distribution of our earnings, and tax effects from non-deductible share-based compensation.
Current wording
Our income tax expense was $21 million in the nine months ended September 30, 2025 compared to $23 million income tax benefit in the nine months ended September 30, 2024. Our effective tax rate decreased to (12.1)% in the nine months ended September 30, 2025 from 2.8% in the nine months ended September 30, 2024. The decrease in the effective tax rate year-over-year is primarily due to the tax impact associated with changes in the valuation allowance, geographic distribution of profits, the tax impact associated with goodwill impairments recorded in both the first and third quarters of 2024, the majority of which were nondeductible for income tax purposes, and the income tax benefit related to the March 2024 Refinancing Transactions. The difference between the effective tax rate and the statutory rate for thenine months ended September 30, 2025 is primarily due to the tax impact associated with changes in valuation allowance, executive compensation that is non-deductible under IRC Section 162(m), the net impact of the geographic distribution of our earnings, and tax effects from non-deductible share-based compensation.
Previous wording
The following tables present a reconciliation of Non-GAAP Net Loss and Adjusted EBITDA to the most directly comparable GAAP financial measures. For a reconciliation of income (loss) from operations to Non-GAAP Operating Profit, see "Loss from Operations, Segment Operating Profit, and Non-GAAP Operating Profit" in the year-over-year comparison under "Results of Operations" above.
Current wording
The following tables present a reconciliation of Non-GAAP Net Loss and Adjusted EBITDA to the most directly comparable GAAP financial measures. For a reconciliation of loss from operations to Non-GAAP Operating Profit, see "Loss from Operations, Segment Operating Profit, and Non-GAAP Operating Profit" in the year-over-year comparison under "Results of Operations" above.
Previous wording
Net income (loss) reconciliation to Non-GAAP Net Loss
Current wording
Net loss reconciliation to Non-GAAP Net Loss
Previous wording
Net income (loss) reconciliation to Adjusted EBITDA
Current wording
Net loss reconciliation to Adjusted EBITDA
Previous wording
We define Non-GAAP Earnings (Loss) Per Share as Non-GAAP Net Income (Loss) divided by our GAAP weighted average number of shares outstanding for the period on a diluted basis and further adjusted for the weighted average number of shares associated with securities which are anti-dilutive to GAAP loss per share. Management uses Non-GAAP Earnings (Loss) Per Share to evaluate the performance of our business on a comparable basis from period to period, including by adjusting for the impact of the issuance of shares. The following table reconciles Non-GAAP Loss Per Share to our GAAP net earnings (loss) per share on a diluted basis:
Current wording
We define Non-GAAP Earnings (Loss) Per Share as Non-GAAP Net Income (Loss) divided by our GAAP weighted average number of shares outstanding for the period on a diluted basis and further adjusted for the weighted average number of shares associated with securities which are anti-dilutive to GAAP loss per share. Management uses Non-GAAP Earnings (Loss) Per Share to evaluate the performance of our business on a comparable basis from period to period, including by adjusting for the impact of the issuance of shares. The following table reconciles Non-GAAP Loss Per Share to our GAAP net loss per share on a diluted basis:
Previous wording
At June 30, 2025, we held $104 million in cash and cash equivalents (not including $2 million in restricted cash, which is included in "Other non-current assets"), of which $74 million was held by foreign entities.
Current wording
At September 30, 2025, we held $100 million in cash and cash equivalents (not including $2 million in restricted cash, which is included in "Other non-current assets"), of which $81 million was held by foreign entities.
Previous wording
We have entered into installment payment arrangements with certain equipment and software vendors, along with sale-leaseback arrangements for equipment and certain property leases that are considered financing obligations. We had $44 million outstanding with respect to these arrangements as of June 30, 2025. We may choose to utilize these various sources of funding in future periods.
Current wording
We have entered into installment payment arrangements with certain equipment and software vendors, along with sale-leaseback arrangements for equipment and certain property leases that are considered financing obligations. We had $42 million outstanding with respect to these arrangements as of September 30, 2025. We may choose to utilize these various sources of funding in future periods.
Previous wording
We also lease certain equipment and real estate under operating and finance lease agreements. We had $476 million outstanding with respect to operating and finance lease agreements as of June 30, 2025. We may choose to utilize such leasing arrangements in future periods.
Current wording
We also lease certain equipment and real estate under operating and finance lease agreements. We had $462 million outstanding with respect to operating and finance lease agreements as of September 30, 2025. We may choose to utilize such leasing arrangements in future periods.
Previous wording
As of June 30, 2025, we had $2,439 million aggregate principal amount outstanding under the FLSO Term Loan Facility, the FLFO Term Loan Facility, the Term Loan Facility, 3.50% FLSO Senior Secured Notes,5.375% Senior Notes, and 3.50% Senior Secured Notes. The New Revolving Credit Facility provides for up to $375 million of borrowings, $65 million of which was drawn and outstanding as of June 30, 2025. Our liquidity requirements are significant, primarily due to debt service requirements.
Current wording
As of September 30, 2025, we had $2,434 million aggregate principal amount outstanding under the FLSO Term Loan Facility, the FLFO Term Loan Facility, the Term Loan Facility, 3.50% FLSO Senior Secured Notes,5.375% Senior Notes, and 3.50% Senior Secured Notes. The New Revolving Credit Facility provides for up to $375 million of borrowings, $65 million of which was drawn and outstanding as of September 30, 2025. Our liquidity requirements are significant, primarily due to debt service requirements.
Previous wording
As of June 30, 2025, the contractual interest rate on the FLSO Term Loan Facility was 7.18%. We are required to make quarterly principal payments of $4 million, which began on March 31, 2024.
Current wording
As of September 30, 2025, the contractual interest rate on the FLSO Term Loan Facility was 7.04%. We are required to make quarterly principal payments of $4 million.
Previous wording
As of June 30, 2025, $1,618 million in aggregate principal amount of the FLSO Term Loan Facility remained outstanding.
Current wording
As of September 30, 2025, $1,614 million in aggregate principal amount of the FLSO Term Loan Facility remained outstanding.
Previous wording
As of June 30, 2025, the contractual interest rate on the FLFO Term Loan Facility was 10.68%. We are required to make quarterly principal payments of $0.7 million, which began on June 30, 2024.
Current wording
As of September 30, 2025, the contractual interest rate on the FLFO Term Loan Facility was 10.54%. We are required to make quarterly principal payments of $0.7 million.
Previous wording
As of June 30, 2025, we had total commitments of $375 million, $65 million of outstanding borrowings under the New Revolving Credit Facility, and $24 million of letters of credit issued thereunder. As such, as of June 30, 2025, we had $310 million of available commitments remaining.
Current wording
As of September 30, 2025, we had total commitments of $375 million, $65 million of outstanding borrowings under the New Revolving Credit Facility, and $24 million of letters of credit issued thereunder. As such, as of September 30, 2025, we had $286 million of available commitments remaining.
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Previous report — wording carried elsewhere
Cost of revenue decreased $16 million, or 3%, to $537 million in the three months ended June 30, 2025 from $554 million in the three months ended June 30, 2024. The largest driver of the decrease was a reduction in usage charges for third-party infrastructure, consistent with the decrease in revenue. Also contributing to the overall reduction in cost of revenue was a decline in personnel costs, driven by a decrease in headcount between periods and a reduction in severance expense, and data center expense as a result of continued optimization initiatives.