10-Q

美國

證券交易委員會

華盛頓特區20549

________________________________________________

表格 10-Q

________________________________________________


	根據1934年證券交易法第13或15(d)條款的季度報告。

截至2024年6月30日季度結束 9月30日， 2024

或


	根據1934年證券交易法第13或15(d)條款的過渡報告

從過渡期

委員會文件編號 001-38617

________________________________________________

frontdoor, Inc.

（依憑章程所載的完整登記名稱）



德拉瓦		82-3871179
(成立地或組織其他管轄區)		(國稅局雇主身份識別號碼)

3400 Players Club Parkway, Trading, 田納西州 38125

(主要行政辦公室的地址)（郵政編碼）

901-701-5000

(註冊人電話號碼，包括區號)

根據法案第12(b)條規定註冊的證券：



每個班級的標題	交易符號	每個已註冊的交易所的名稱
普通股，每股面值為0.01美元	FTDR	納斯達克股票交易所有限責任公司

請勾選表示：（1）申報人在過去12個月內（或申報人在此期間需要提交此類報告的較短時間內，已提交了證券交易所法案第13條或第15(d)條規定的所有報告；並（2）該申報人在過去90天內一直受到申報要求的約束。

Yes  不 

請標示核證記錄是否在過去12個月（或註冊者必須提交該等文件時長更短的時期）已按照Regulation S-t第405條的規定提交過每個互動數據文件。

Yes  不 

請選擇勾選適用的選項，以指示登記人是否為大型加速檔案提交人、加速檔案提交人、非加速檔案提交人、較小的報告公司或新興增長公司。請參閱交易所法規第 1202條中對「大型加速檔案提交人」、「加速檔案提交人」、「較小的報告公司」和「新興增長公司」的定義。



大型加速歸檔人 	加速進入文件 	非加速申報者 	較小的報告公司 
			新興成長型公司 

如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。 

勾選表示申報人是否為外殼公司（定義於交易所法規第1202條）。

是  不 

截至2024年10月31日，有 75,824,335 公司普通股每股面值為0.01美元的流通股份。

frontdoor, Inc.

十進二文件10-Q的季度報告

術語詞彙表和精選縮寫

為了幫助讀者，我們包含了在此季度報告（表格10-Q）中使用的某些定義術語和縮寫，如下所示：


術語 / 縮寫	定義
2023年10-K表格	Frontdoor, Inc. 2023年12月31日止年度的10-K表格年度報告
2-10 HBW	2-10 Holdco, Inc.及其所有子公司的業務
2-10 HBW收購	Frontdoor根據購買協議的條款收購2-10 HBW
其他綜合損益	累積其他綜合收益或損失
ASC	FASb 會計準則匯編
ASU	FASb 會計準則更新
信用協議	管理信用設施的協議
信貸貸款	定期貸款設施和循環信貸設施
證券交易所法案	1934年修訂後的證券交易法
金融會計準則委員會	美國財務會計準則委員會
房屋保修	房屋服務合約，有時稱為住宅服務合約、房屋保修或房屋保障合約，提供對某些房屋系統和電器的維修和/或更換，因正常磨損引起的故障。
暖通空調	暖通空調
國稅局	美國國稅局
納斯達克	納斯達克全球貨幣選擇市場
Omnibus Plan	frontdoor, Inc. 2018年綜合激勵計劃
購買協議	於2024年6月3日簽署的股份購買協議，參與方包括frontdoor, Inc.，2-10 HBW Acquisition, L.P.及2-10 Holdco, Inc.，根據該協議，frontdoor收購所有已發行及在外流通的2-10 Holdco, Inc.的股票。
循環信貸設施	$25000萬的循環信貸設施，自2021年6月17日起生效
美國證券交易委員會	美國證券交易委員會
證券法	1933年證券法，經修訂
Streem	Streem, LLC是我們的科技業務，利用擴增實境、計算機視覺和機器學習來提供服務
A級貸款	$26000萬的A類貸款設施，自2021年6月17日起生效
B期貸款	$38000萬的B類貸款設施，自2021年6月17日起生效
貸款設施	A類貸款與B類貸款一同提供
美国或美利坚合众国	美利堅合眾國
美國通用會計原則	美國公認會計原則

在本季度報告表格10-Q中，除非上下文另有指示，對「frontdoor」、「我們」、「我們的」、「我們」及「公司」的引用均指Frontdoor, Inc.及其所有子公司。Frontdoor是一家位於德拉瓦州的公司，主要行政辦公室位於田納西州的孟菲斯。

我們持有多項服務商標、商標及商號，如Frontdoor®、美國家庭保障®、HSA™、OneGuard®、Landmark Home Warranty®、Streem®、Streem標誌及Frontdoor標誌。僅為便利，本季度報告（表格10-Q）中提及的服務商標、商標及商號未標示Sm、®及Tm符號，但這些提及並不意圖以任何方式表明我們不會在適用法律的範圍內，充分主張我們或相關授權者對這些服務商標、商標及商號的權利。本季度報告（表格10-Q）中出現的所有服務商標、商標及商號均為其各自所有人的財產。

本報告中表格中所呈報的部分金額可能經過四捨五入調整，因此該等表格中的總數可能不匹配。

TABLE OF CONTENTS




	Page
	No.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations and Comprehensive Income	3
Condensed Consolidated Statements of Financial Position	4
Condensed Consolidated Statements of Changes in Equity (Deficit)	5
Condensed Consolidated Statements of Cash Flows	6
Notes to the Condensed Consolidated Financial Statements	7
Cautionary Statement Concerning Forward-Looking Statements	17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	32
Item 4. Controls and Procedures	32
Part II. Other Information	32
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6. Exhibits	36
Signature	37

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Frontdoor, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In millions, except per share data)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenue	$	540		$	524		$	1,461		$	1,414
Cost of services rendered		235			256			655			706
Gross Profit		306			268			806			708
Selling and administrative expenses		154			152			456			439
Depreciation and amortization expense		10			9			28			28
Restructuring charges		3			5			5			6
Interest expense		10			10			29			30
Interest and net investment income		(5	)		(4	)		(15	)		(12	)
Income before Income Taxes		134			96			303			217
Provision for income taxes		34			24			77			54
Net Income	$	100		$	71		$	226		$	163

Other Comprehensive (Loss) Income, Net of Income Taxes:
Unrealized (loss) gain on derivative instruments, net of income taxes		(4	)		—			(3	)		2
Total Other Comprehensive (Loss) Income, Net of Income Taxes		(4	)		—			(3	)		2
Comprehensive Income	$	97		$	72		$	223		$	164

Earnings per Share:
Basic	$	1.32		$	0.89		$	2.92		$	2.01
Diluted	$	1.30		$	0.89		$	2.90		$	2.00

Weighted-average Common Shares Outstanding:
Basic		76.2			80.1			77.4			81.0
Diluted		77.1			80.6			78.0			81.3

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

Frontdoor, Inc.

Condensed Consolidated Statements of Financial Position (Unaudited)

(In millions, except share data)


	As of
	September 30,			December 31,
	2024			2023
Assets:
Current Assets:
Cash and cash equivalents	$	375		$	325
Receivables, less allowance of $5 and $5, respectively		6			6
Prepaid expenses and other current assets		28			32
Contract assets		75			—
Total Current Assets		484			363
Other Assets:
Property and equipment, net		68			60
Goodwill		503			503
Intangible assets, net		141			143
Operating lease right-of-use assets		8			3
Deferred customer acquisition costs		10			12
Other assets		3			5
Total Assets	$	1,217		$	1,089
Liabilities and Shareholders' Equity:
Current Liabilities:
Accounts payable	$	91		$	76
Accrued liabilities:
Payroll and related expenses		29			38
Home warranty claims		73			76
Other		42			22
Deferred revenue		89			102
Current portion of long-term debt		17			17
Total Current Liabilities		341			331
Long-Term Debt		565			577
Other Long-Term Liabilities:
Deferred tax liabilities, net		24			25
Operating lease liabilities		21			16
Other long-term liabilities		6			5
Total Other Long-Term Liabilities		50			46
Commitments and Contingencies (Note 9)
Shareholders' Equity:
Common stock, $0.01 par value; 2,000,000,000 shares authorized; 87,193,682 shares issued and 75,782,534 shares outstanding as of September 30, 2024 and 86,553,387 shares issued and 78,378,511 shares outstanding as of December 31, 2023		1			1
Additional paid-in capital		139			117
Retained earnings		522			296
Accumulated other comprehensive income		2			6
Less treasury stock, at cost; 11,411,148 shares as of September 30, 2024 and 8,174,876 shares as of December 31, 2023		(403	)		(283	)
Total Shareholders' Equity		261			136
Total Liabilities and Shareholders' Equity	$	1,217		$	1,089

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

Frontdoor, Inc.

Condensed Consolidated Statement of Changes in Equity (Unaudited)

(In millions)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Common Stock:
Balance at beginning of period	$	1		$	1		$	1		$	1
Balance at end of period		1			1			1			1
Additional Paid-in Capital:
Balance at beginning of period		127			101			117			90
Stock-based compensation expense		6			8			20			21
Exercise of stock options		6			2			7			3
Taxes paid related to net share settlement of equity awards		—			—			(6	)		(4	)
Balance at end of period		139			110			139			110
Retained Earnings:
Balance at beginning of period		422			216			296			124
Net income		100			71			226			163
Balance at end of period		522			287			522			287
Accumulated Other Comprehensive Income (Loss):
Balance at beginning of period		6			9			6			8
Other comprehensive (loss) income, net of tax		(4	)		—			(3	)		2
Balance at end of period		2			10			2			10
Treasury Stock:
Balance at beginning of period		(341	)		(196	)		(283	)		(162	)
Repurchase of common stock		(62	)		(42	)		(120	)		(76	)
Balance at end of period		(403	)		(238	)		(403	)		(238	)
Total Shareholders' Equity	$	261		$	171		$	261		$	171

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

Frontdoor, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Nine Months Ended
	September 30,
	2024			2023
Cash and Cash Equivalents at Beginning of Period	$	325		$	292
Cash Flows from Operating Activities:
Net Income		226			163
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation and amortization expense		28			28
Deferred income tax benefit		—			(12	)
Stock-based compensation expense		20			21
Restructuring charges		5			6
Payments for restructuring charges		(3	)		(3	)
Other		2			5
Changes in working capital:
Receivables		—			(1	)
Prepaid expenses and other current assets		(74	)		(70	)
Accounts payable		14			7
Deferred revenue		(12	)		(22	)
Accrued liabilities		(11	)		(2	)
Current income taxes		18			22
Net Cash Provided from Operating Activities		212			139
Cash Flows from Investing Activities:
Purchases of property and equipment		(31	)		(23	)
Net Cash Used for Investing Activities		(31	)		(23	)
Cash Flows from Financing Activities:
Repayments of debt		(13	)		(13	)
Repurchase of common stock		(120	)		(76	)
Other financing activities		2			—
Net Cash Used for Financing Activities		(131	)		(88	)
Cash Increase During the Period		50			28
Cash and Cash Equivalents at End of Period	$	375		$	320

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

Frontdoor, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business

Frontdoor is the leading provider of home warranties in the United States, as measured by revenue, and operates primarily under the American Home Shield brand. 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 of major components of more than 20 home systems and appliances, including electrical, plumbing, HVAC systems, water heaters, refrigerators, dishwashers and ranges/ovens/cooktops, as well as optional coverages for electronics, pools, spas and pumps. Frontdoor also provides on-demand home services and a one-stop app experience for home repair and maintenance. Enabled by our Streem technology, the Frontdoor app empowers homeowners by connecting them in real time through video chat with qualified experts to diagnose and solve their problems. As of September 30, 2024, we had approximately two million active home warranties across all brands in the United States.

Note 2. Significant Accounting Policies

Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in our 2023 Form 10-K. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2024.

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 2023 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.

Newly Issued Accounting Standards

In 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We intend to adopt the provisions of this guidance in conjunction with our 2024 Annual Report on Form 10-K for the year ended December 31, 2024. We are currently evaluating the impact of this ASU on our enhanced disclosures.

In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which improves income tax disclosure requirements, primarily through enhanced disclosures related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and the guidance should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact of this ASU on our enhanced disclosures.

Note 3. Revenue

The majority of our revenue is generated from home warranty contracts entered into with our customers. Home warranty contracts are typically one 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 is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2024		2023		2024		2023
Renewals	$	422	$	406	$	1,141	$	1,083
Real estate(1)		36		40		99		115
Direct-to-consumer(1)		49		54		135		157
Other		34		24		86		59
Total	$	540	$	524	$	1,461	$	1,414

(1)

First-year revenue only.

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 contract. 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 above. 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. Customer payments for renewals are primarily received in installments over the new contract period.

Real estate

Real estate home warranties are sold through annual contracts which 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 above. 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 above.

Direct-to-consumer

Direct-to-consumer home warranties are sold through annual contracts which 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 above. 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 above.

Other

Other revenue primarily includes revenue generated by on-demand home services, as well as administrative fees and ancillary services attributable to our home warranty contracts.

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 $10 million and $12 million as of September 30, 2024 and December 31, 2023, respectively. Amortization of deferred customer acquisition costs was $3 million and $5 million for the three months ended September 30, 2024 and 2023, respectively, and $10 million and $13 million for the nine months ended September 30, 2024 and 2023, respectively. There were no impairment losses related to these capitalized costs during the nine months ended September 30, 2024 and 2023.

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 $75 million as of September 30, 2024.

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 for the nine months ended September 30, 2024 is as follows:


(In millions)
Balance at December 31, 2023	$	102
Deferral of revenue		154
Recognition of deferred revenue		(167	)
Balance at September 30, 2024	$	89

There was approximately $22 million and $102 million of revenue recognized during the three and nine months ended September 30, 2024 that was included in the deferred revenue balance as of December 31, 2023.

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 $503 million as of September 30, 2024 and December 31, 2023. There were no goodwill impairment charges recorded in the nine months ended September 30, 2024 and 2023.

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


	As of September 30, 2024							As of December 31, 2023
			Accumulated							Accumulated
(In millions)	Gross		Amortization			Net		Gross		Amortization			Net
Trade names(1)	$	141	$	—		$	141	$	141	$	—		$	141
Customer relationships		173		(173	)		—		173		(173	)		—
Developed technology		19		(18	)		—		19		(17	)		2
Other		32		(32	)		—		32		(32	)		—
Total	$	365	$	(223	)	$	141	$	365	$	(221	)	$	143

(1)

Not subject to amortization.

Amortization expense was $1 million for each of the three months ended September 30, 2024 and 2023 and $2 and $3 million for the nine months ended September 30, 2024 and 2023, respectively. There were no intangible asset impairment charges for the nine months ended September 30, 2024 and 2023.

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 from four years to 10 years, some of which include options to extend the leases for up to five 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,
	2024			2023
Weighted-average remaining lease term (years)		9			9
Weighted-average discount rate		6.5	%		6.5	%

We recognized operating lease expense of less than $1 million and $1 million for the three months ended September 30, 2024 and 2023, respectively, and $1 million and $2 million for the nine months ended September 30, 2024 and 2023, respectively. 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)	2024		2023
Other accrued liabilities	$	2	$	2
Operating lease liabilities		21		16
Total operating lease liabilities	$	23	$	18

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


	Nine Months Ended
	September 30,
(In millions)	2024		2023
Cash paid on operating lease liabilities(1)	$	3	$	3
Right-of-use assets obtained in exchange for lease obligations		7		—

(1)

Amount is presented net of cash provided from sublease income.

In conjunction with the operating leases of our corporate headquarters located in Memphis, Tennessee, and our collaboration center located in Scottsdale, Arizona, we recognized $2 million in tenant improvement allowances for the nine months ended September 30, 2024, which is a non-cash investing activity.

The following table presents the maturities of our operating lease liabilities as of September 30, 2024:


(In millions)
2024 (remainder)(1)	$	1
2025(1)		2
2026(1)		3
2027		4
2028		3
2029		3
Thereafter		13
Total future lease payments(1)		28
Less imputed interest		(7	)
Total operating lease liabilities(1)	$	21

(1)

Amount is presented net of future sublease income totaling $2 million, which relates to the remainder of the year ending December 31, 2024 and the years ending December 31, 2025 through December 31, 2026.

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 three and nine months ended September 30, 2024 and 2023 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 25.1 percent and 25.3 percent for the three months ended September 30, 2024 and 2023, respectively, and 25.3 percent and 25.1 percent for the nine months ended September 30, 2024 and 2023, respectively.

Note 7. Acquisitions

On June 3, 2024, we entered into the Purchase Agreement to acquire 2-10 HBW for aggregate cash consideration of $585 million, subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in the business as of the closing of the transaction. 2-10 HBW is a leading provider of new home structural warranty protection plans, which are insurance-backed offerings that provide builders’ coverage for structural failures. 2-10 HBW also provides direct-to-consumer home warranties. The transaction is supported by a fully committed bridge facility under our existing Credit Agreement and cash. Permanent financing is expected to consist of new term loan borrowings. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on July 17, 2024, at 11:59 p.m. Eastern Time, and applicable regulators in Florida and the District of Columbia have approved the transaction subject to customary regulatory conditions. The transaction is anticipated to close in the fourth quarter of 2024, subject to additional regulatory approval and other customary closing conditions.

In conjunction with the 2-10 HBW Acquisition, we recognized acquisition-related costs of $3 million and $9 million for the three and nine months ended September 30, 2024, respectively. These charges represent direct third-party costs, including legal, accounting and financial advisory fees. These charges are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

Note 8. Restructuring Charges

We incurred restructuring charges of $3 million ($2 million, net of tax) and $5 million ($4 million, net of tax) for the three months ended September 30, 2024 and 2023, respectively, and $5 million ($3 million, net of tax) and $6 million ($5 million, net of tax) for the nine months ended September 30, 2024 and 2023, respectively.

For the three months ended September 30, 2024, restructuring charges include $3 million of severance costs. For the nine months ended September 30, 2024, restructuring charges include $4 million of severance costs and $1 million of expenses related to the exit of certain operating leases.

For the three and nine months ended September 30, 2023, restructuring charges primarily include a $2 million impairment charge related to our Phoenix, Arizona customer service center’s operating lease right-of-use asset and related fixed assets and $2 million of professional fees, with the balance comprised of severance costs. The impairment charge was the result of our decision to exit the leased property.

The pre-tax charges discussed above are reported in “Restructuring charges” in the accompanying consolidated statements of operations and comprehensive income.

As of September 30, 2024, there was $3 million in accrued restructuring charges in the accompanying condensed consolidated statements of financial position. As of December 31, 2023, accrued restructuring charges were less than $1 million.

Note 9. 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 within six 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.

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.

Note 10. Stock-Based Compensation

We recognized stock-based compensation expense of $6 million ($5 million, net of tax) and $8 million ($7 million, net of tax) for the three months ended September 30, 2024 and 2023, respectively, and $20 million ($17 million, net of tax) and $21 million ($18 million, net of tax) for the nine months ended September 30, 2024 and 2023, 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 the nine months ended September 30, 2024 is as follows:

         
        Weighted-

        Weighted-

        Weighted-

         
        Number of

        Average

        Average

        Average

         
        Awards

        Exercise

        Grant Date

        Vesting

         
        Granted

        Price

        Fair Value

        Period

Stock options

570,349

31.94

14.81

4.0

Restricted stock units

805,321

32.00

3.0

Performance shares(1)

217,527

31.95

3.0

(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, 2024, there was $40 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, performance options, restricted stock units (“RSUs”) and other performance shares. These costs are expected to be recognized over a weighted-average period of 2.23 years.

Note 11. Long-Term Debt

Long-term debt is summarized in the following table:


	As of
	September 30,			December 31,
(In millions)	2024			2023
Term Loan A maturing in 2026(1)	$	217		$	226
Term Loan B maturing in 2028(2)		365			367
Revolving Credit Facility maturing in 2026		—			—
Total debt		582			593
Less current portion		(17	)		(17	)
Total long-term debt	$	565		$	577

(1)

Term Loan A is presented net of unamortized debt issuance costs of $1 million as of September 30, 2024 and December 31, 2023.

(2)

Term Loan B is presented net of unamortized debt issuance costs of $2 million as of September 30, 2024 and December 31, 2023 and unamortized discount of $1 million as of September 30, 2024 and December 31, 2023.

As of September 30, 2024, we had $2 million of letters of credit outstanding under our $250 million Revolving Credit Facility, and the available borrowing capacity under the Revolving Credit Facility was $248 million. As of September 30, 2024, 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, 2024:


(In millions)
2024 (remainder)	$	4
2025		17
2026		205
2027		4
2028		355
Total future scheduled debt payments		585
Less unamortized debt issuance costs		(3	)
Less unamortized discount		(1	)
Total debt	$	582

Note 12. 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)	2024			2023
Cash paid for (received from):
Interest expense	$	28		$	28
Interest income		(15	)		(12	)
Income tax payments, net of refunds		59			44

Note 13. Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and the unrealized gains (losses) on our derivative instrument. 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:


Balance at December 31, 2023	$	6
Other comprehensive income before reclassifications:
Pre-tax amount		2
After-tax amount		2
Amounts reclassified from AOCI (1)		(5	)
Total other comprehensive loss		(3	)
Balance at September 30, 2024	$	2

(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)	2024			2023
Gain on interest rate swap contract(1)	$	6		$	5
Impact of income taxes (2)		(1	)		(1	)
Total reclassifications during the period	$	5		$	4

(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 an interest rate swap contract. 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 contract is classified as a cash flow hedge, and, as such, it is recorded in the accompanying condensed consolidated statements of financial position 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 contract 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 contract 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 $3 million, net of tax, as of September 30, 2024. 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. As of September 30, 2024 and December 31, 2023, the carrying amounts of our total debt were $582 million and $593 million, respectively, and the estimated fair values were $582 million and $598 million, respectively. 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 contract using a forward interest rate curve obtained from a third-party market data provider. The fair value of the 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 rate to the expected forward interest rate as of each settlement date and applying the difference between these two rates to the notional amount of debt in the interest rate swap contract.

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, 2024. 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, 2024.

Our interest rate swap contract is currently our only financial instrument remeasured at fair value on a recurring basis. A summary of the carrying value and fair value of this financial instrument is 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, 2024:
Prepaid expenses and other current assets	$	3	$	—	$	3	$	—
Other assets		—		—		—		—
Total assets	$	3	$	—	$	3	$	—

As of December 31, 2023:
Prepaid expenses and other current assets	$	5	$	—	$	5	$	—
Other assets		2		—		2		—
Total assets	$	7	$	—	$	7	$	—

Note 16. Share Repurchase Program

On July 26, 2024, our Board of Directors approved a new share repurchase authorization of up to $650 million of our common stock over the three-year period from September 4, 2024 through September 4, 2027. Purchases under this new $650 million 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 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, 2024, we have not made any repurchases under this program.

On September 7, 2021, we announced a three-year repurchase authorization of up to $400 million of outstanding shares of our common stock over the three-year period from September 3, 2021 through September 3, 2024. At the time of expiration, we repurchased a total of 11,319,091 outstanding shares at an aggregate cost of $400 million under this program, which is included in treasury stock on the accompanying condensed consolidated statements of financial position.

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)	2024		2023		2024		2023
Number of shares purchased		1,475,797		1,241,213		3,236,272		2,315,072
Average price paid per share(1)	$	41.33	$	33.23	$	36.62	$	32.39
Cost of shares purchased(1)	$	61	$	41	$	119	$	75

(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 and less than $1 million for the three months ended September 30, 2024 and 2023, respectively, and $1 million for each of the nine months ended September 30, 2024 and 2023.

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 restricted stock awards ("RSAs") 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)	2024		2023		2024		2023
Net Income	$	100	$	71	$	226	$	163
Weighted-average common shares outstanding:		76.2		80.1		77.4		81.0
Effect of dilutive securities:
RSUs(1)		0.8		0.5		0.5		0.3
Stock options(2)		0.2		—		0.1		—
Weighted-average common shares outstanding - assuming dilution:		77.1		80.6		78.0		81.3
Basic earnings per share	$	1.32	$	0.89	$	2.92	$	2.01
Diluted earnings per share	$	1.30	$	0.89	$	2.90	$	2.00

(1)

RSUs of 2,706 shares and 59,880 shares for the three months ended September 30, 2024 and 2023, respectively, and 461,600 shares and 471,836 shares for the nine months ended September 30, 2024 and 2023, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

(2)

Stock options to purchase 538,962 shares and 1,338,410 shares for the three months ended September 30, 2024 and 2023, respectively, and 1,015,848 shares and 1,279,130 shares for the nine months ended September 30, 2024 and 2023, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. There were no anti-dilutive performance options in the three months ended September 30, 2024. Performance options to purchase 710,323 shares for the three months ended September 30, 2023, and 191,438 shares and 605,483 shares for the nine months ended September 30, 2024 and 2023, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding business strategies, market potential, future financial performance, the 2-10 HBW Acquisition and other matters. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project,” “will,” “shall,” “would,” “aim,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond our control.

You should read this Quarterly Report on Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise. For a discussion of other important factors that could cause our results to differ materially from those expressed in, or implied by, the forward-looking statements included in this report, you should refer to the risks and uncertainties detailed from time to time in our periodic reports filed with the SEC, including the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K and Part II, Item 1A.“Risk Factors” of this Quarterly Report on Form 10-Q.

SUMMARY OF MATERIAL RISKS

Factors, risks, trends and uncertainties that make an investment in us speculative or risky and that could cause actual results or events to differ materially from those anticipated in our forward-looking statements include the matters described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” included in this report as well as Item 1A. Risk Factors in our 2023 Form 10-K filed with the SEC, in addition to the following other factors, risks, trends and uncertainties:

•

changes in macroeconomic conditions, including inflation and global supply chain challenges, especially as they may affect existing home sales, interest rates, consumer confidence or labor availability;

•

our ability to successfully implement our business strategies;

•

the ability of our marketing efforts to be successful and cost-effective;

•

our dependence on our first-year real estate and direct-to-consumer acquisition channels and our renewal channel;

•

changes in the source and intensity of competition in our market;

•

our ability to attract, retain and maintain positive relations with third-party contractors and vendors;

•

increases in parts, appliance and home system prices, and other operating costs;

•

our ability to attract and retain qualified key employees and labor availability in our customer service operations;

•

our dependence on third-party vendors, including business process outsourcers, and third-party component suppliers;

•

cybersecurity breaches, disruptions or failures in our technology systems;

•

our ability to protect the security of personal information about our customers;

•

compliance with, or violation of, laws and regulations, including consumer protection laws, or lawsuits or other claims by third parties, increasing our legal and regulatory expenses;

•

evolving corporate governance and disclosure regulations and expectations related to environmental, social and governance matters;

•

physical effects of climate change, including adverse weather conditions and Acts of God, along with the increased focus on sustainability;

•

increases in tariffs or changes to import/export regulations;

•

our ability to protect our intellectual property and other material proprietary rights;

•

negative reputational and financial impacts resulting from acquisitions or strategic transactions;

•

a requirement to recognize impairment charges;

•

third-party use of our trademarks as search engine keywords to direct our potential customers to their own websites;

•

inappropriate use of social media by us or other parties to harm our reputation;

•

special risks applicable to operations outside the United States by us or our business process outsource providers;

•

a return on investment in our common stock is dependent on appreciation in the price;

•

inclusion in our certificate of incorporation includes a forum selection clause that could discourage an acquisition of our company or litigation against us and our directors and officers;

•

the effects of our significant indebtedness, our ability to incur additional debt and the limitations contained in the agreements governing such indebtedness;

•

increases in interest rates increasing the cost of servicing our indebtedness and counterparty credit risk due to instruments designed to minimize exposure to market risks;

•

increased borrowing costs due to lowering or withdrawal of the credit ratings, outlook or watch assigned to us, our debt securities or our Credit Facilities;

•

our ability to generate the significant amount of cash needed to fund our operations and service our debt obligations;

•

risks related to the 2-10 HBW Acquisition, including risks that we may not complete the 2-10 HBW Acquisition or that the 2-10 HBW Acquisition may not achieve its intended results; and

•

other factors described in this report and from time to time in documents that we file with the SEC.

Available Information

Our corporate website address is www.frontdoorhome.com. We use our website as a channel of distribution for company information. We will make available free of charge on the Investor section of our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our corporate website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Conduct and Financial Code of Ethics. Financial and other material information regarding Frontdoor is routinely posted on our website and is readily accessible. We do not intend for information contained on our website to be part of this Quarterly Report on Form 10-Q.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, the audited consolidated financial statements and related notes thereto included in our 2023 Form 10-K and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K. The cautionary statements discussed in “Cautionary Statement Concerning Forward-Looking Statements” and elsewhere in this report should be read as applying to all forward-looking statements wherever they appear in this report. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this report, particularly in “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” as well as the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K and Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q.

Overview

For the three months ended September 30, 2024 and 2023, we generated revenue, net income and Adjusted EBITDA of $540 million, $100 million and $165 million, respectively, and $524 million, $71 million and $128 million, respectively. For the nine months ended September 30, 2024 and 2023, we generated revenue, net income and Adjusted EBITDA of $1,461 million, $226 million and $394 million, respectively, and $1,414 million, $163 million and $302 million, respectively. For a reconciliation of Adjusted EBITDA to net income, see “—Results of Operations—Adjusted EBITDA.”

For the nine months ended September 30, 2024, our total operating revenue included 78 percent of revenue derived from existing customer renewals, while seven percent and nine percent were derived from new home warranty sales made in conjunction with existing home real estate transactions and direct-to-consumer sales, respectively, and six percent was derived from other revenue channels. For the nine months ended September 30, 2023, our total operating revenue included 77 percent of revenue derived from existing customer renewals, while eight percent and 11 percent were derived from new home service plan sales made in conjunction with existing home real estate transactions and direct-to-consumer sales, respectively, and four percent was derived from other revenue channels.

Acquisition of 2-10 HBW

Key Factors and Trends Affecting Our Results of Operations

Macroeconomic Conditions

Current macroeconomic conditions, including inflation, high interest rates, the challenging real estate market, and ongoing global geopolitical issues, may affect existing home sales, consumer sentiment or labor availability. These conditions may reduce demand for our services, increase our costs or otherwise adversely impact our business. While these macroeconomic conditions generally impact the United States as a whole, we believe our nationwide presence limits the impact on us of unfavorable economic conditions in any particular region of the United States.

During the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, our financial condition and results of operations continued to be adversely impacted by the following:

•

Challenging real estate market conditions, driven by a decline in the number of home resale transactions, primarily resulting from high interest rates combined with low home inventory levels, continue to constrain demand for home warranties.

•

Consumer sentiment remains mixed as a result of a broad range of current macroeconomic conditions, including pressure on consumer prices and high interest rates. We believe this environment continues to impact demand for home warranties.

•

Our labor, parts and equipment costs continue to be impacted by inflation.

The ultimate implications of the current macroeconomic conditions on our results of operations and overall financial performance remain uncertain. It remains difficult to predict the overall continuing impact these conditions will have on our business as they may reduce demand for our services, increase our costs or otherwise adversely impact our business.

Seasonality

Our business is subject to seasonal fluctuations, which drive variations in our revenue, net income and Adjusted EBITDA for interim periods. Seasonal fluctuations are primarily driven by a higher number of HVAC work orders in the summer months. In 2023, approximately 21 percent, 29 percent, 29 percent and 21 percent of our revenue, approximately 13 percent, 41 percent, 42 percent and five percent of our net income, and approximately 15 percent, 35 percent, 37 percent and 13 percent of our Adjusted EBITDA was recognized in the first, second, third and fourth quarters, respectively.

Effect of Weather Conditions

The demand for our services, and our results of operations, are affected by weather conditions. Extreme temperatures, typically in the winter and summer months, can lead to an increase in service requests related to home systems, particularly HVAC systems, resulting in higher costs and lower profitability, while mild temperatures in the winter or summer months can lead to lower home systems claim frequency, resulting in lower costs and higher profitability. For example, favorable weather trends in the third quarter of 2024 as compared to the third quarter of 2023 resulted in a lower number of service requests per customer in the HVAC trade, which favorably impacted contract claims costs.

While weather variations as described above may affect our business, major weather events and other similar Acts of God, or natural disasters such as hurricanes, tornadoes, typhoons, wildfires or earthquakes, typically do not increase our obligations to provide service. Generally, repairs associated with such isolated events are addressed by homeowners’ and other forms of insurance as opposed to the home warranties that we offer.

Tariff and Import/Export Regulations

Changes in U.S. tariff and import/export regulations may impact the costs of parts, appliances and home systems. Import duties or restrictions on components and raw materials that are imposed, or the perception that they could occur, may materially and adversely affect our business by increasing our costs. For example, rising costs due to blanket tariffs on imported steel and aluminum could increase the costs of our parts, appliances and home systems.

Competition

We compete in the U.S. home warranty category and the broader U.S. home services industry. The home warranty category is highly competitive. While we have a broad range of competitors in each locality and region, we are one of the few companies that provide home warranties nationwide. The broader U.S. home services industry is also highly competitive. We compete against businesses providing on-demand home services directly and those offering leads to contractors seeking to provide on-demand home services. The principal methods of competition, and by which we differentiate ourselves from our competitors, are quality and speed of service, contract offerings, brand awareness and reputation, customer satisfaction, pricing and promotions, contractor network and referrals. We believe our nationwide network of qualified professional contractor firms, in combination with our large base of contracted customers, differentiate us from other platforms in the home services industry.

Acquisition Activity

We anticipate that the highly fragmented nature of the home warranty category will continue to create strategic opportunities for acquisitions. Historically, we have used acquisitions to cost-effectively grow our customer base in high-growth geographies, and we intend to continue to do so. We have also used acquisitions to enhance our technological capabilities and geographic presence. We may also explore opportunities to make strategic acquisitions that will expand our service offering in the broader home services industry. For example, on June 3, 2024, we entered into the Purchase Agreement to acquire 2-10 HBW, a leading provider of new home structural warranty protection plans. See “—Acquisition of 2-10 HBW” for additional information related to the pending acquisition.

Non-GAAP Financial Measures

To supplement our results presented in accordance with U.S. GAAP, we have disclosed non-GAAP financial measures that exclude or adjust certain items. We present within this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow. See “—Results of Operations—Adjusted EBITDA” for a reconciliation of net income to Adjusted EBITDA and “—Liquidity and Capital Resources—Free Cash Flow” for a reconciliation of net cash provided from operating activities to Free Cash Flow, as well as “Key Business Metrics” for further discussion of Adjusted EBITDA and Free Cash Flow. Management uses Adjusted EBITDA and Adjusted EBITDA margin to facilitate operating performance comparisons from period to period, and Adjusted EBITDA is also a component of our incentive compensation program. We believe these non-GAAP financial measures provide investors, analysts and other interested parties useful information to evaluate our business performance as they facilitate company-to-company operating performance comparisons. Management believes Free Cash Flow is useful as a supplemental measure of our liquidity. Management uses Free Cash Flow to facilitate company-to-company cash flow comparisons, which may vary from company to company for reasons unrelated to operating performance. While we believe these non-GAAP financial measures are useful in evaluating our business, they should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies, limiting their usefulness as comparative measures.

Key Business Metrics

We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of the continuing operations of our business. These metrics include:

•

revenue,

•

operating expenses,

•

gross profit,

•

gross profit margin,

•

net income,

•

earnings per share,

•

Adjusted EBITDA,

•

Adjusted EBITDA margin,

•

net cash provided from operating activities,

•

Free Cash Flow,

•

number of home warranties, and

•

customer retention rate.

Revenue. The majority of our revenue is generated from home warranty contracts entered into with our customers. Home warranty contracts are typically one year in duration. 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. Our revenue is primarily a function of the volume and pricing of the services provided to our customers, as well as the mix of services provided. Our revenue volume is impacted by new home warranty sales, customer retention and acquisitions. We derive substantially all of our revenue from customers in the United States.

Operating Expenses. In addition to changes in our revenue, our operating results are affected by, among other things, the level of our operating expenses. Our operating expenses primarily include contract claims costs and expenses associated with sales and marketing, customer service and general corporate overhead. A number of our operating expenses are subject to inflationary pressures, such as: salaries and wages, employee benefits and healthcare; contractor costs; parts, appliances and home systems costs; tariffs; insurance premiums; and various regulatory compliance costs.

Gross Profit and Gross Profit Margin. The presentation of gross profit and gross profit margin provides measures of performance which are primarily a function of the revenue drivers discussed above and contract claims costs drivers, primarily contractor costs and parts, appliances and home systems costs. Gross profit is computed by deducting cost of services rendered from revenue. Gross profit margin is computed as gross profit as a percentage of revenue.

Net Income and Earnings Per Share. The presentation of net income and basic and diluted earnings per share provides measures of performance which are useful for investors, analysts and other interested parties in company-to-company operating performance comparisons. 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, if any, of stock options, performance options (which are stock options that become exercisable upon the achievement, in whole or in part, of the applicable performance goals, pursuant to the terms of the Omnibus Plan and the award agreement), RSUs, performance shares (which are contractual rights to receive a share of our common stock (or the cash equivalent thereof) upon the achievement, in whole or in part, of the applicable performance goals, pursuant to the terms of the Omnibus Plan and the award agreement) and RSAs are reflected in diluted earnings per share by applying the treasury stock method.

Adjusted EBITDA and Adjusted EBITDA Margin. We evaluate our operating and financial performance primarily based on Adjusted EBITDA, which is a financial measure not calculated in accordance with U.S. GAAP. We define Adjusted EBITDA as net income before: depreciation and amortization expense; goodwill and intangibles impairment; restructuring charges; acquisition-related costs; provision for income taxes; non-cash stock-based compensation expense; interest expense; loss on extinguishment of debt; and other non-operating expenses. We define “Adjusted EBITDA margin” as Adjusted EBITDA divided by revenue. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful for investors, analysts and other interested parties as they facilitate company-to-company operating performance comparisons by excluding potential differences caused by variations in capital structures, taxation, the age and book depreciation of facilities and equipment, restructuring and acquisition initiatives and equity-based, long-term incentive plans.

Net Cash Provided from Operating Activities and Free Cash Flow. We focus on measures designed to monitor cash flow, including net cash provided from operating activities and Free Cash Flow. Free Cash Flow is a financial measure that is not calculated in accordance with U.S. GAAP and represents net cash provided from operating activities less property additions.

Number of Home Warranties and Customer Retention Rate. We report on our number of home warranties and customer retention rate as measurements of our operating performance. These measurements are presented on a rolling 12-month basis in order to avoid seasonal anomalies. The number of home warranties is representative of our recurring home warranty customer base and is measured as the number of customers with active contracts as of the respective period-end date. Our customer retention rate is calculated as the ratio of the number of end-of-period home warranty contracts to the sum of the number of beginning-of-period home warranty contracts and the number of new home warranty sales and acquired accounts during the respective period.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K. There have been no material changes to our critical accounting policies for the nine months ended September 30, 2024.

Results of Operations

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


											% of Revenue
	Three Months Ended						Increase				Three Months Ended
	September 30,						(Decrease)				September 30,
(In millions)	2024			2023			%				2024				2023
Revenue	$	540		$	524			3		%		100		%		100		%
Cost of services rendered		235			256			(8	)			43				49
Gross Profit		306			268			14				57				51
Selling and administrative expenses		154			152			1				29				29
Depreciation and amortization expense		10			9			4				2				2
Restructuring charges		3			5			(33	)			1				1
Interest expense		10			10			(4	)			2				2
Interest and net investment income		(5	)		(4	)		14				(1	)			(1	)
Income before Income Taxes		134			96			40				25				18
Provision for income taxes		34			24			39				6				5
Net Income	$	100		$	71			40		%		19		%		14		%

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023


											% of Revenue
	Nine Months Ended						Increase				Nine Months Ended
	September 30,						(Decrease)				September 30,
(In millions)	2024			2023			%				2024				2023
Revenue	$	1,461		$	1,414			3		%		100		%		100		%
Cost of services rendered		655			706			(7	)			45				50
Gross Profit		806			708			14				55				50
Selling and administrative expenses		456			439			4				31				31
Depreciation and amortization expense		28			28			—				2				2
Restructuring charges		5			6			(28	)			—				—
Interest expense		29			30			(2	)			2				2
Interest and net investment income		(15	)		(12	)		22				(1	)			(1	)
Income before Income Taxes		303			217			39				21				15
Provision for income taxes		77			54			41				5				4
Net Income	$	226		$	163			39		%		15		%		12		%

Revenue

We reported revenue of $540 million and $524 million for the three months ended September 30, 2024 and 2023, respectively, and $1,461 million and $1,414 million for the nine months ended September 30, 2024 and 2023, respectively. The following tables provide a summary of our revenue by major customer acquisition channel:

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


	Three Months Ended
	September 30,				Increase (Decrease)
(In millions)	2024		2023		$			%
Renewals	$	422	$	406	$	16			4		%
Real estate(1)		36		40		(4	)		(10	)
Direct-to-consumer(1)		49		54		(5	)		(10	)
Other		34		24		10			41
Total	$	540	$	524	$	16			3		%

(1)

First-year revenue only.

Revenue increased three percent for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in renewal revenue reflects improved price realization resulting from our prior pricing actions, offset, in part, by a decline in the number of renewed home warranties. The decreases in real estate revenue and direct-to-consumer revenue primarily reflect a decline in the number of home warranties driven by the challenging real estate market and the impact of inflation on consumer sentiment. The increase in other revenue was driven by growth in on-demand home services, primarily new HVAC sales.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023


	Nine Months Ended
	September 30,				Increase (Decrease)
(In millions)	2024		2023		$			%
Renewals	$	1,141	$	1,083	$	58			5		%
Real estate(1)		99		115		(16	)		(14	)
Direct-to-consumer(1)		135		157		(22	)		(14	)
Other		86		59		26			45
Total	$	1,461	$	1,414	$	47			3		%

(1)

First-year revenue only.

Revenue increased three percent for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in renewal revenue reflects improved price realization resulting from our prior pricing actions, offset, in part, by a decline in the number of renewed home warranties. The decreases in real estate revenue and direct-to-consumer revenue primarily reflect a decline in the number of home warranties driven by the challenging real estate market and the impact of inflation on consumer sentiment. The increase in other revenue was driven by growth in on-demand home services, primarily new HVAC sales.

The following table provides a summary of the number of home warranties, reduction in number of home warranties and customer retention rate:


	As of
	September 30,
(In millions)	2024				2023
Number of home warranties		1.95				2.04
Reduction in number of home warranties		(4	)	%		(6	)	%
Customer retention rate		77.7		%		76.2		%

The reduction in the number of home warranties as of September 30, 2024 was primarily driven by the challenging real estate market and the impact of inflation on consumer sentiment.

Cost of Services Rendered

We reported cost of services rendered of $235 million and $256 million for the three months ended September 30, 2024 and 2023, respectively, and $655 million and $706 million for the nine months ended September 30, 2024 and 2023, respectively. The following tables provide a summary of the changes in cost of services rendered:

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


(In millions)
Three Months Ended September 30, 2023	$	256
Impact of change in revenue		—
Contract claims costs		(21	)
Other		(1	)
Three Months Ended September 30, 2024	$	235

The decrease in contract claims costs primarily reflects a lower number of service requests per customer, which was primarily driven by a favorable weather impact of $14 million, as milder weather drove a lower number of service requests in the HVAC trade. The decrease also included the impact of higher trade service fees, which favorably impacted the net cost per service request, and continued process improvements, specifically relating to better cost management across our contractor network. The decrease was offset, in part, by ongoing inflationary cost pressures. Additionally, contract claims costs reflects a $3 million favorable adjustment related to the development of prior period claims, compared to a $9 million favorable adjustment in the third quarter of 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023


(In millions)
Nine Months Ended September 30, 2023	$	706
Impact of change in revenue		(1	)
Contract claims costs		(48	)
Other		(2	)
Nine Months Ended September 30, 2024	$	655

The decrease in contract claims costs primarily reflects the impact of higher trade service fees, which drove a lower number of service requests per customer and a lower net cost per service request, a favorable weather impact of $10 million, as milder weather drove a lower number of service requests in the HVAC trade, and continued process improvement initiatives, specifically relating to better cost management across our contractor network. The decrease was offset, in part, by ongoing inflationary cost pressures. Additionally, contract claims costs reflects a $4 million favorable adjustment related to the development of prior period claims, compared to a $9 million favorable adjustment in the first nine months of 2023.

Selling and Administrative Expenses

We reported selling and administrative expenses of $154 million and $152 million for the three months ended September 30, 2024 and 2023, respectively, and $456 million and $439 million for the nine months ended September 30, 2024 and 2023, respectively. The following table provides a summary of the components of selling and administrative expenses:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2024		2023		2024		2023
Sales and marketing costs	$	80	$	81	$	231	$	228
Customer service costs		27		27		79		80
General and administrative costs		48		44		147		131
Total	$	154	$	152	$	456	$	439

The following tables provide a summary of the changes in selling and administrative expenses:

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


(In millions)
Three Months Ended September 30, 2023	$	152
Sales and marketing costs		(1	)
Stock-based compensation expense		(2	)
Acquisition-related costs		3
Other general and administrative costs		3
Three Months Ended September 30, 2024	$	154

Acquisition-related costs are related to the 2-10 HBW Acquisition and represent direct third-party costs, including legal, accounting and financial advisory fees. Other general and administrative costs increased primarily due to increased professional fees and personnel costs.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023


(In millions)
Nine Months Ended September 30, 2023	$	439
Sales and marketing costs		3
Customer service costs		(2	)
Acquisition-related costs		9
Other general and administrative costs		7
Nine Months Ended September 30, 2024	$	456

Sales and marketing costs increased primarily due to our investment in marketing associated with our direct-to-consumer channel, offset, in part by, a reduction in costs driven by sales optimization efforts. Acquisition-related costs are related to the 2-10 HBW Acquisition and represent direct third-party costs, including legal, accounting and financial advisory fees. Other general and administrative costs increased primarily due to increased personnel costs.

Depreciation and Amortization Expense

Depreciation expense was $9 million and $8 million for the three months ended September 30, 2024 and 2023, respectively, and $26 million and $24 million for the nine months ended September 30, 2024 and 2023, respectively. Amortization expense was $1 million for each of the three months ended September 30, 2024 and 2023 and $2 million and $3 million for the nine months ended September 30, 2024 and 2023, respectively.

Restructuring Charges

We had restructuring charges of $3 million and $5 million during the three months ended September 30, 2024 and 2023, respectively, and $5 million and $6 million for the nine months ended September 30, 2024 and 2023, respectively.

For the three and nine months ended September 30, 2023, restructuring charges primarily include a $2 million impairment charge related to our Phoenix, Arizona customer service center’s operating lease right-of-use asset and the related fixed assets and $2 million of professional fees, with the balance comprised of severance costs. The impairment charge was the result of our decision to exit the leased property.

Interest Expense

Interest expense was $10 million for each of the three months ended September 30, 2024 and 2023 and $29 million and $30 million for the nine months ended September 30, 2024 and 2023, respectively.

Interest and Net Investment Income

Interest and net investment income was $5 million and $4 million for the three months ended September 30, 2024 and 2023, respectively, and $15 million and $12 million for the nine months ended September 30, 2024 and 2023, respectively. The increases were driven by higher interest rates on our cash and cash equivalent balances.

Provision for Income Taxes

The effective tax rate on income before income taxes was 25.1 percent and 25.3 percent for the three months ended September 30, 2024 and 2023, respectively, and 25.3 percent and 25.1 percent for the nine months ended September 30, 2024 and 2023, respectively.

Net Income

Net income was $100 million and $71 million for the three months ended September 30, 2024 and 2023, respectively, and $226 million and $163 million for the nine months ended September 30, 2024 and 2023, respectively. The increases were driven by the operating results discussed throughout “—Results of Operations” above.

Adjusted EBITDA

Adjusted EBITDA was $165 million and $128 million for the three months ended September 30, 2024 and 2023, respectively, and $394 million and $302 million for the nine months ended September 30, 2024 and 2023, respectively.

The following tables provide a summary of the changes in our Adjusted EBITDA:

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


(In millions)
Three Months Ended September 30, 2023	$	128
Impact of change in revenue		17
Contract claims costs		21
Sales and marketing costs		1
General and administrative costs		(3	)
Interest and net investment income		1
Other		1
Three Months Ended September 30, 2024	$	165

The impact of change in revenue is primarily driven by improved price realization, offset, in part, by the reduction in number of home warranties.

Other general and administrative costs increased primarily due to increased professional fees and personnel costs.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023


(In millions)
Nine Months Ended September 30, 2023	$	302
Impact of change in revenue		48
Contract claims costs		48
Sales and marketing costs		(3	)
Customer service costs		2
General and administrative costs		(7	)
Interest and net investment income		3
Other		2
Nine Months Ended September 30, 2024	$	394

The impact of change in revenue is primarily driven by improved price realization, offset, in part, by the reduction in number of home warranties.

A reconciliation of Net Income to Adjusted EBITDA is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2024		2023		2024		2023
Net Income	$	100	$	71	$	226	$	163
Depreciation and amortization expense		10		9		28		28
Restructuring charges(1)		3		5		5		6
Acquisition-related costs(1)		3		—		9		—
Provision for income taxes		34		24		77		54
Non-cash stock-based compensation expense(2)		6		8		20		21
Interest expense		10		10		29		30
Adjusted EBITDA	$	165	$	128	$	394	$	302

(1)

We exclude restructuring charges and acquisition-related costs from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability.

(2)

We exclude non-cash stock-based compensation expense from Adjusted EBITDA because it is a non-cash expense and because it is not used by management to assess ongoing operational performance. We believe excluding this expense from Adjusted EBITDA is useful to investors in aiding period-to-period comparability.

Liquidity and Capital Resources

Liquidity

A substantial portion of our liquidity needs are due to debt service requirements on our indebtedness. The Credit Agreement contains covenants that limit or restrict our ability, including the ability of certain of our subsidiaries, to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends) and enter into transactions with affiliates. As of September 30, 2024, we were in compliance with the covenants under the Credit Agreement. We do not believe current macroeconomic conditions will affect our ongoing ability to meet our debt covenants.

Cash and cash equivalents totaled $375 million and $325 million as of September 30, 2024 and December 31, 2023, respectively. Our cash and cash equivalents include balances associated with regulatory requirements in our business. See “—Limitations on Distributions and Dividends by Subsidiaries.” As of September 30, 2024 and December 31, 2023, the total net assets subject to these third-party restrictions were $161 million and $157 million, respectively. As of September 30, 2024, there was $2 million of letters of credit outstanding under our $250 million Revolving Credit Facility, and the available borrowing capacity under the Revolving Credit Facility was $248 million. The letters of credit are posted in lieu of cash to satisfy regulatory requirements in certain states in which we operate. We currently believe that cash generated from operations, our cash on hand, cash available from our committed financing arrangements and available borrowing capacity under the Revolving Credit Facility as of September 30, 2024 will provide us with sufficient liquidity to meet our obligations in the short- and long-term, including the 2-10 HBW Acquisition.

We closely monitor the performance of our investment portfolio, primarily cash deposits. We regularly review the statutory reserve requirements to which our regulated entities are subject and any changes to such requirements. These reviews may result in identifying current reserve levels above or below minimum statutory reserve requirements, in which case we may adjust our reserves. The reviews may also identify opportunities to satisfy certain regulatory reserve requirements through alternate financial vehicles.

We have a diversified investment strategy for our cash investments and give priority to the major financial institutions that serve as lenders under the Credit Agreement. Generally, our cash deposits may be redeemed on demand and are maintained with major financial institutions with solid credit ratings, although our holdings exceed insured limits in substantially all of our accounts.

We may, from time to time, issue new debt, repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt or otherwise improve our financial position, gross and net leverage, results of operations or cash flows. These actions may include new debt issuance, open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and/or opportunistic refinancing of debt. The amount of debt that may be issued, repurchased or otherwise retired or refinanced, if any, and the price of such issuances, repurchases, retirements or refinancings will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.

Acquisition of 2-10 HBW

Share Repurchase Program

On September 7, 2021, we announced a three-year repurchase authorization of up to $400 million of outstanding shares of our common stock over the three-year period from September 3, 2021 through September 3, 2024. At the time of expiration, we repurchased a total of 11,319,091 outstanding shares at an aggregate cost of $400 million under this program, which is included in treasury stock on the condensed consolidated statements of financial position included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Limitations on Distributions and Dividends by Subsidiaries

We depend on our subsidiaries to distribute funds to us so that we may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements, financial condition and general business conditions, as well as restrictions under the laws of our subsidiaries’ jurisdictions.

Our subsidiaries are permitted under the terms of the Credit Agreement and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us.

Furthermore, there are regulatory restrictions on the ability of certain of our subsidiaries to transfer funds to us. The payments of ordinary and extraordinary dividends by certain of our subsidiaries (through which we conduct our business) are subject to significant regulatory restrictions under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain subsidiaries to maintain minimum capital and net worth requirements and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can pay to us. We expect that such limitations will be in effect for the foreseeable future. None of our subsidiaries are obligated to make funds available to us through the payment of dividends.

Cash Flows

Cash flows from operating, investing and financing activities, as reflected in the condensed consolidated statements of cash flows included in Part I, Item 1 of this Quarterly Report on Form 10-Q are summarized in the following table:


	Nine Months Ended
	September 30,
(In millions)	2024			2023
Net cash provided from (used for):
Operating activities	$	212		$	139
Investing activities		(31	)		(23	)
Financing activities		(131	)		(88	)
Cash increase during the period	$	50		$	28

Operating Activities

Net cash provided from operating activities was $212 million and $139 million for the nine months ended September 30, 2024 and 2023, respectively.

Net cash provided from operating activities for the nine months ended September 30, 2024 comprised $281 million in earnings adjusted for non-cash charges, offset, in part, by $66 million in cash used for working capital and $3 million in payments for restructuring charges. Cash used for working capital was primarily driven by seasonality, payments of accrued bonuses and a decline in the number of first-year real estate home warranties, which are typically paid for upfront at the time of closing on the home sale.

Net cash provided from operating activities for the nine months ended September 30, 2023 comprised $207 million in earnings adjusted for non-cash charges, offset, in part, by $68 million in cash used for working capital. Cash used for working capital was primarily driven by seasonality, favorable development of prior period claims and a decline in the number of first-year real estate home service plans, which are typically paid for upfront at the time of closing on the home sale.

Investing Activities

Net cash used for investing activities was $31 million and $23 million for the nine months ended September 30, 2024 and 2023, respectively.

Capital expenditures were $31 million and $23 million for nine months ended September 30, 2024 and 2023, respectively, and included recurring capital needs and technology projects. We expect capital expenditures for the full year 2024 relating to committed, recurring capital needs and the continuation of investments in information systems and productivity enhancing technology to be approximately $40 million. Other than the pending acquisition of 2-10 HBW, we have no additional material capital commitments at this time.

Financing Activities

Net cash used for financing activities was $131 million and $88 million for the nine months ended September 30, 2024 and 2023, respectively.

For the nine months ended September 30, 2024, we made scheduled principal payments of debt of $13 million and purchased outstanding shares of our common stock at an aggregate cost of $120 million. Repurchases of common stock included associated commissions and taxes of $1 million.

For the nine months ended September 30, 2023, we made scheduled principal payments of debt of $13 million and purchased outstanding shares at an aggregate cost of $76 million.

Free Cash Flow

The following table reconciles net cash provided from operating activities, which we consider to be the most directly comparable U.S. GAAP measure, to Free Cash Flow using data derived from the condensed consolidated statements of cash flows in Part 1, Item 1 of this Quarterly Report on Form 10-Q:


	Nine Months Ended
	September 30,
(In millions)	2024			2023
Net cash provided from operating activities	$	212		$	139
Property additions		(31	)		(23	)
Free Cash Flow	$	181		$	116

Contractual Obligations

Our 2023 Form 10-K includes disclosures of our contractual obligations and commitments as of December 31, 2023. We continue to make the contractually required payments associated with these commitments.

Financial Position

A summary of the significant changes in our financial position from December 31, 2023 to September 30, 2024 is as follows:

•

Cash and cash equivalents increased during the nine months ended September 30, 2024, reflecting cash provided from operating activities, offset, in part, by capital expenditures, scheduled principal payments of debt and purchases of outstanding shares.

•

Contract assets increased during the nine months ended September 30, 2024, reflecting the recognition of monthly-pay customer revenue on an other-than-straight-line basis to match the timing of cost recognition.

•

Accounts payable increased during the nine months ended September 30, 2024, reflecting the timing of trade payables driven by seasonality.

•

Accrued liabilities—Other increased during the nine months ended September 30, 2024, reflecting an increase in federal income tax payable.

•

Deferred revenue decreased during the nine months ended September 30, 2024, reflecting recognition of revenue on an other-than-straight-line basis to match the timing of cost recognition and a decline in the number of first-year real estate home service plans, which are typically paid for upfront at the time of closing on the home sale.

•

Long-term debt decreased during the nine months ended September 30, 2024, reflecting scheduled debt payments.

•

Total shareholders’ equity was $261 million as of September 30, 2024 compared to $136 million as of December 31, 2023. The increase was primarily driven by net income, offset, in part, by repurchases of our common stock. See the condensed consolidated statements of changes in equity (deficit) included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate debt and by utilizing an interest rate swap. There have been no material changes to the market risk associated with debt obligations and other significant instruments from the risks described in Part II, Item 7A in our 2023 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated (pursuant to Rule 13a-15(b) of the Exchange Act) the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of September 30, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required with respect to this Part II, Item 1 can be found under Note 9 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our business, financial condition or results of operations, see the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K. Other than the following risks related to the 2-10 HBW Acquisition, there have been no material changes to the risk factors disclosed in our 2023 Form 10-K during the nine months ended September 30, 2024. The risks described below and in our 2023 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial could also materially and adversely affect our business, financial condition or results of operations.

Risks Related to Our Acquisition of 2-10 Home Buyers Warranty

The acquisition may not achieve its intended results.

On June 3, 2024, we entered into a Purchase Agreement to acquire 2-10 HBW in an all cash transaction valued at $585 million, subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in 2-10 HBW as of the closing of the acquisition, with the expectation that the acquisition would result in various benefits, including, among other things, accelerating Frontdoor’s growth trajectory, operating synergies, and a strengthened financial profile. Achieving the anticipated benefits of the acquisition is subject to a number of uncertainties, including whether our business and 2-10 HBW are integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues generated by the combined company and diversion of management’s attention and energy away from ongoing business concerns, any of which could have a material adverse effect on our business, financial condition and performance, operating results and prospects.

Additional risks relating to the 2-10 HBW Acquisition and integration of 2-10 HBW into our business, include, among others, the following:

•

general economic and business conditions;

•

potential unknown liabilities and unforeseen delays or regulatory conditions associated with the acquisition;

•

our inability to successfully or timely integrate 2-10 HBW in a manner that permits us to achieve the benefits anticipated to result from the acquisition;

•

disruption to our and 2-10 HBW’s business and operations and relationships with service providers, customers, employees and other partners;

•

diversion of significant resources from our core product offerings;

•

our inability to retain the service of key management and other personnel of 2-10 HBW;

•

our ability to effectively diversify and expand into a new line of business and execute on cross-selling opportunities for home warranties and our on-demand services;

•

our inability to successfully integrate 2-10 HBW into our internal control over financial reporting, which could compromise the integrity of our financial reporting; and

•

greater than anticipated costs related to the integration of 2-10 HBW’s business and operations into ours.

These potential difficulties, some of which are outside of our control, could adversely affect our ability to achieve the anticipated benefits of the acquisition. We cannot guarantee that we will achieve our goals or meet our expectations with respect to the acquisition. The full benefits of the 2-10 HBW Acquisition, including the anticipated financial benefits, synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. If our assumptions are inaccurate or we are unable to meet our expectations, our business, financial performance and operating results could be materially and adversely affected. In addition, the market price of our common stock may decline if our assumptions regarding the anticipated benefits of the acquisition are not accurate or we do not achieve the anticipated benefits of the acquisition as rapidly or to the extent anticipated by financial or industry analysts or at all.

Notwithstanding the due diligence investigation that we performed in connection with our entry into the Purchase Agreement, 2-10 HBW may have liabilities, losses, or other exposures for which we do not have adequate insurance coverage, indemnification, or other protection.

While we performed due diligence on 2-10 HBW prior to our entry into the Purchase Agreement, we are dependent on the accuracy and completeness of statements and disclosures made or actions taken by 2-10 HBW and its representatives during due diligence and during our evaluation of the results of such due diligence. We did not control 2-10 HBW and may be unaware of certain activities of 2-10 HBW before the completion of the acquisition, including those related to other litigation claims or disputes, information security vulnerabilities, violations of laws, policies, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

Following the completion of the 2-10 HBW Acquisition, the liabilities of 2-10 HBW, including contingent liabilities, will be consolidated with the Company’s. If 2-10 HBW’s liabilities are greater than expected, or if 2-10 HBW has obligations of which we are not aware, our business could be materially and adversely affected. We do not have indemnification rights from the prior owners of 2-10 HBW and instead rely on a limited amount of representation and warranty insurance. Such insurance is subject to exclusions, policy limits and certain other customary terms and conditions. 2-10 HBW may also have other unknown liabilities. If we are responsible for liabilities not covered by insurance, we could suffer severe consequences that could have a material adverse effect on our financial condition and results of operations.

In the event that the Purchase Agreement is validly terminated in connection with a failure to receive applicable government regulatory approvals in certain circumstances as described in the Purchase Agreement, we will be required to pay a termination fee of $30 million.

Our ability to consummate the 2-10 HBW Acquisition is subject to various closing conditions, including the expiration or earlier termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the "HSR Waiting Period") and receipt of certain other specified governmental regulatory approvals (collectively, the “Government Approvals”). Subject to certain exceptions, the Company and 2-10 HBW have agreed to use their respective reasonable best efforts to obtain required Government Approvals. If the Purchase Agreement is validly terminated in connection with a failure to receive applicable Government Approvals in certain circumstances as described in the Purchase Agreement, we will be required to pay 2-10 HBW a termination fee of $30 million dollars. While the HSR Waiting Period expired on July 17, 2024, at 11:59 p.m. Eastern Time and applicable regulators in Florida and the District of Columbia have approved the transaction subject to customary regulatory conditions, the 2-10 HBW Acquisition remains subject to other Government Approvals.

Completion of the 2-10 HBW Acquisition is subject to conditions, and if these conditions are not satisfied or waived, the acquisition will not be completed.

Each of our and 2-10 HBW’s obligation to complete the acquisition is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, which include, among others, the receipt of Government Approvals; the accuracy of the parties’ respective representations and warranties, subject to certain bring-down standards; material performance of the parties’ obligations under the Purchase Agreement; and, with respect to the Company’s obligation to complete the acquisition, the absence of a material adverse effect on 2-10 HBW. The failure to satisfy all of the required conditions in the Purchase Agreement could delay the completion of the acquisition or prevent the acquisition from occurring. Any delay in completing the acquisition could cause us not to realize some or all of the benefits that we expect to achieve even if the acquisition is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the acquisition will be satisfied or waived or that the acquisition will be completed, or as to whether the acquisition will be completed on terms other than those set forth in the Purchase Agreement. Failure to complete the acquisition could adversely impact the price of shares of our common stock.

Financing the 2-10 HBW Acquisition will result in an increase in our indebtedness, which could adversely affect us, including by decreasing our business flexibility and increasing our interest expense.

We intend to finance a portion of the $585 million purchase price and related fees and expenses of the 2-10 HBW Acquisition with $575 million of borrowings under a senior secured incremental term loan facility under our existing Credit Agreement. This increase in our indebtedness may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs. In addition, the amount of cash required to pay interest on our increased indebtedness, and thus the demands on our cash resources, will materially increase as a result of the indebtedness to finance the acquisition. For further discussion of risks related to our indebtedness, see “Risk Factors—Risks Related to Our Indebtedness” in our 2023 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities


Period	Total number of shares purchased		Average price paid per share(1)		Total number of shares purchased as part of publicly announced plans or programs		Maximum dollar value of shares that may yet be purchased under the plans or programs (in millions)(2)
Jul. 1, 2024 through Jul. 31, 2024		693,021	$	36.07		693,021	$	36
Aug. 1, 2024 through Aug. 31, 2024		782,776		45.99		782,776		—
Sep. 1, 2024 through Sep. 30, 2024		—		—		—		650
Total		1,475,797	$	—		1,475,797	$	650

(1)

The average price paid per share is calculated on a trade date basis and excludes associated commissions and taxes.

(2)

As noted above, the prior share repurchase authorization was authorized through September 3, 2024, and a new share repurchase authorization was effective September 4, 2024.

See Liquidity and Capital Resources – Liquidity in Part I, Item 2 of this Quarterly Report on Form 10-Q for more information.

ITEM 6. EXHIBITS


Exhibit Number		Description
2.1		Share Purchase Agreement, dated June 3, 2024, by and among Frontdoor, Inc., 2-10 HBW Acquisition, L.P., and 2-10 Holdco, Inc. (incorporated by reference to Exhibit 2.1 to Frontdoor’s Current Report on Form 8-K filed on June 4, 2024).
3.1		Restated Certificate of Incorporation of Frontdoor, Inc. (incorporated by reference to Exhibit 3.1 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
3.2		Amended and Restated Bylaws of Frontdoor, Inc. (incorporated by reference to Exhibit 3.2 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*		Cover page formatted as Inline XBRL and included in Exhibit 101.

* Filed herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by Frontdoor in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	FRONTDOOR, INC.

Date: November 4, 2024	By:	/s/ Jessica P. Ross
		Name:	Jessica P. Ross
		Title:	Senior Vice President and Chief Financial Officer (principal financial officer)