What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-07 compared with 2024-02-29 · 202 added, 143 removed, 333 unchanged (51% of the section changed)

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We operate what we believe to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions.

Our online consumer platform provides consumers with access to product offerings from our Network Partners, including mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies and other related offerings.

Our online consumer platform provides consumers with access to product offerings from our Network Partners, including mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes, sales of insurance policies and other related offerings.

In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other offerings.

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We also serve as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these Network Partners.

Our Spring platform (previously MyLendingTree) offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.

Our Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.

This authenticated, and secure platform enables us to monitor consumers' credit profiles, identify and alert them to changes in their financial health, and to recommend loans and other offerings on our marketplace that may be more favorable than the terms they may have at a given point in time.

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We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.

We believe the consumer and small business financial services industry is in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.

We believe the consumer and insurance industries are in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.

We believe that, like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel.

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We continue to monitor the current global economic environment, specifically inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations.

During 2022, the challenging interest rate environment and persistent inflationary pressures presented challenges for many of our mortgage lending and insurance partners.

We saw the most significant impact in our Home segment as mortgage rates nearly doubled in 2022, causing a sharp decline in refinance volumes and pressure on purchase activity.

Although our Insurance segment rebounded from the trough in the fourth quarter of 2021, the recovery was slower than expected as demand from our carrier partners remained volatile as they continued to attempt to implement premium increases to offset the effect of inflation on claims.

In addition, the auto and home insurance industry was impacted in 2022 by persistent industry headwinds, supply chain issues, rising accident severity and frequency, and hurricane losses.

During 2023, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending and insurance partners.

During 2023, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage, consumer and insurance partners.

In our Home segment, mortgage rates hit multi-decade highs of nearly 8% in October, then proceeded to drop below 7% by December, ending the year at 6.6%.

The continued high mortgage rates in 2023 and home affordability issues continued to cause declines in refinance volumes and purchase activity.

Our Consumer segment was also negatively impacted by economic conditions, with successive Federal Reserve rate increases having their intended effect of tightening financial conditions.

The availability of credit contracted and lenders were less inclined to make loans in an environment with high inflation and significantly increased cost of capital.

In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds.

In the last months of 2023, we began to see advertising budgets from our carrier partners increase and we are optimistic about the prospect for continued increases into 2024.

In the last months of 2023, we began to see advertising budgets from our carrier partners increase.

During 2024, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners.

In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023.

However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021.

The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity.

Additionally, the restrictive lending conditions continue to

pressure our Consumer segment.

In our Insurance segment, demand from our carrier partners increased significantly in 2024 and we are optimistic about maintaining the strong performance in the Insurance segment as we head into 2025.

Segment Reporting

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We dynamically adjust selling and marketing expenditures in all interest rate environments to optimize our results against these variables.

According to Freddie Mac, 30-year mortgage interest rates steadily increased during 2021, from a monthly average of 2.74% in January 2021, ending at a monthly average of 3.10% in December 2021.

During 2022, 30-year mortgage interest rates increased significantly from a monthly average of 3.45% in January 2022, ending at a monthly average of 6.36% in December 2022.

According to Freddie Mac, 30-year mortgage interest rates increased significantly during 2022, from a monthly average of 3.45% in January 2022, ending at a monthly average of 6.36% in December 2022.

During 2023, 30-year mortgage interest rates steadily increased from a monthly average of 6.27% in January 2023 to a high of 7.62% in October 2023 prior to decreasing at the end of the year, ending at a monthly average of 6.82% in December 2023.

On a full-year basis, 30-year mortgage interest rates increased to an average 6.80% in 2023, compared to 5.33% and 2.96% in 2022 and 2021, respectively.

During 2024, 30-year mortgage interest rates remained relatively consistent, starting the year at a monthly average of 6.64% in January 2024 and ending at a monthly average of 6.72% in December 2024, with monthly high of 7.06% in May and a monthly low of 6.18% in September 2024.

On a full-year basis, 30-year mortgage interest rates decreased to an average of 6.72% in 2024 compared to 6.80% in 2023, and increased from 5.33% in 2022.

Typically, as mortgage interest rates rise, there are fewer consumers in the marketplace seeking refinancings and, accordingly, the mix of mortgage origination dollars will move toward purchase mortgages.

According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars of total mortgage origination dollars decreased to 15% in 2023 from 30% of total 2022 mortgage origination dollars from refinance due to the increase in average mortgage rates.

Total refinance original dollars decreased further to 19% of total mortgage origination dollars in 2023 due to the increase in average mortgage interest rates.

Total refinance origination dollars decreased by 74% in 2022 over 2021 and 54% in 2023 over 2022.

Industry-wide mortgage origination dollars decreased by 49% in 2022 over 2021 and 29% in 2023 over 2022.

Looking forward, the MBA is projecting 30-year mortgage interest rates to decrease in 2024 to an average of 6.1%.

Total refinance original dollars increased to 28% of total mortgage origination dollars in 2024 due to the decrease in average mortgage interest rates.

Total refinance origination dollars decreased by 68% in 2023 over 2022 and increased 124% in 2024 over 2023.

Industry-wide mortgage origination dollars decreased by 37% in 2023 over 2022 and increased 22% in 2024 over 2023.

Looking forward, the MBA is projecting 30-year mortgage interest rates to decrease slightly in 2025 to an average of 6.5%.

According to MBA projections, the mix of mortgage origination dollars is expected to remain primarily with purchase mortgages with the refinance share representing just 31% for 2025.

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Conversely, a weaker real estate market will typically lead to an increase in lender demand as there are fewer consumers in the marketplace seeking mortgages.

According to Fannie Mae data, in 2021, existing home sales grew by 9% over 2020, fueled by increased competition for low inventory as well as an increase in first-time home buyers.

In 2022, existing home sales decreased by 17% as compared to 2021 due to increased interest rates and limited inventory of homes.

This trend continued into 2023 with existing home sales decreasing 19% over 2022.

According to Fannie Mae data, in 2022, existing home sales decreased by 17% compared to 2021 due to increased interest rates and limited inventory of homes.

This trend continued into 2023 with existing home sales decreasing 19% compared to 2022 and decreased a further 1% in 2024 from 2023.

Fannie Mae expects a 3% increase in existing home sales in 2025 compared to 2024.

LendingTree Spring (previously MyLendingTree)

LendingTree Spring

We consider certain metrics related to Spring set forth below to help us evaluate our business and growth trends and assess operational efficiencies.

We believe our Spring platform drives repeat user engagement resulting in lower acquisition costs and

increases consumer lifetime value.

The calculation of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.

We continued to grow our user base and added 3.4 million new users in 2023, bringing cumulative sign-ups to 28.2 million as of December 31, 2023.

We continued to grow our user base and added 3.1 million new users in 2024, bringing cumulative active users to 31.3 million as of December 31, 2024.

We calculate the number of Spring users at a period end as the number of users that had an active account at any point during the quarter that includes the period end date.

Users that deactivated their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most recent quarter.

We attribute approximately $23.1 million of revenue, or 3% of total revenue, for the year ended December 31, 2024 to registered Spring users who initiated their transaction from the Spring platform.

During 2024, approximately 0.9 million Spring users initiated a transaction from the Spring platform that contributed to revenue.

Convertible Senior Notes and Hedge and Warrant Transactions

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The remaining call spread transactions associated with the 2022 Notes terminated in 2022.

On March 8, 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.

On December 7, 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $81.2 million plus accrued and unpaid interest of approximately $0.2 million.

In the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of the 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million.

In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of the 2025 Notes for $7.2 million.

In 2024, we recognized a gain on the extinguishment of debt of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.

In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.

In the fourth quarter of 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $81.2 million plus accrued and unpaid interest of approximately $0.2 million.

In 2023, we recognized a gain on the extinguishment of debt of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million and incurred debt repayment costs of $1.6 million, all of which are included in interest income/expense, net in the consolidated statement of operations and comprehensive income.

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Part of this Reduction Plan included the shut down of our LendingTree customer call center as well as our Medicare insurance agency operations within QuoteWizard.

We anticipate the Reduction Plan will reduce annual compensation expense by approximately $14 million, comprised of $2 million in cost of revenue, $4 million in selling and marketing expense, $3 million in general and administrative expense, and $5 million in product development.

We estimate the Reduction Plan reduced annual compensation expense by approximately $14 million, comprised of $2 million in cost of revenue, $4 million in selling and marketing expense, $3 million in general and administrative expense, and $5 million in product development.

During September 2023, we completed workforce reductions of 14 employees.

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Additionally, we incurred $2.1 million in severance charges in 2023 in connection with cash expenditures for employee separation costs.

We acquired Ovation in 2018 to better serve those customers who come to LendingTree and receive suboptimal offers of credit.

We acquired Ovation in 2018 to better serve those customers who come to

LendingTree and receive suboptimal offers of credit.

The business grew for a number of years before running into challenges in the wake of COVID-19, and more recently the industry has faced increased regulatory pressure.

The business is capital-intensive, requires elevated overhead, and future prospects were becoming uncertain.

The business was capital-intensive, required elevated overhead, and future prospects were becoming uncertain.

The Ovation business accounted for approximately 3% of total revenue and 3% of total costs and expenses, with an immaterial impact to net income on the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2022.

Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof.

On January 26, 2024, the U.S.

Federal Communications Commission (the “FCC”) published regulations which, among other things, amended the consent requirements of the Telephone Consumer Protection Act of 1991 to close what the FCC refers to as the “lead generator loophole” by requiring “one-to-one consent” for outbound telemarketing calls or texts made using an automatic telephone dialing system or pre-recorded or artificial voice messages to wireless or residential numbers.

The new “one-to-one consent” rule was scheduled to take effect on January 27, 2025.

However, on January 24, 2025, in Insurance Marketing Coalition Limited.

Federal Communications Commission, the United States Court of Appeals for the Eleventh Circuit ruled that the “one-to-one consent” requirement was improper, preventing its implementation.

Results of Operations for the Years ended December 31, 2024 and 2023

Our discussion within Revenue provides the details of consolidated revenue by segment and significant products.

In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period.

We also provide insight into how changes in price and volume in each significant product impacted product revenue.

Our Segment Profit is a discussion of profitability within each segment of the business.

It is impacted by segment revenues as well as segment cost of revenue and marketing expenses.

In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin.

For information on fiscal 2022 results and similar comparisons, see Item 7.

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Total costs and expenses 855,592 713,113 142,479 20 %

Operating loss (40,611) (32,762) (7,849) (24) %

Operating income (loss) 44,627 (40,611) 85,238 210 %

Other (expense) income, net:

Interest income (expense), net 21,685 (26,014) 47,699 183 %

Interest (expense) income, net (27,849) 21,685 (49,534) (228) %

Other (expense) income (54,162) (105,993) 51,831 49 %

Loss before income taxes (37,384) (124,919) 87,535 70 %

Income tax benefit (expense) 2,515 (133,019) 135,534 102 %

Income tax (expense) benefit (4,320) 2,515 (6,835) (272) %

Net loss and comprehensive loss $ (41,704) $ (122,404) $ 80,700 66 %

Revenue decreased in 2023 compared to 2022 due to decreases in our Home, Consumer and Insurance segments.

Revenue increased in 2024 compared to 2023 due to an increase in our Insurance segment, partially offset by decreases in our Home and Consumer segments.

Revenue from our Insurance segment increased $299.1 million, or 120%, to $548.7 million in 2024 from $249.6 million in 2023.

The increase in revenue was due to a 63% increase in revenue earned per consumer, representing $156.8 million of the increase and a 35% increase in volume representing $142.3 million of the increase.

We measure volume for our insurance product as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform.

Our Consumer segment includes the following products:

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Many of our Consumer segment products are not individually significant to revenue.

Revenue from our Consumer segment decreased $117.2 million in 2023 from 2022, or 30%, primarily due to decreases in our personal loans, credit cards, small business loans products and other credit products.

Several of our other products in the Consumer segment experienced decreases in revenue in 2023 from 2022.

Revenue from our personal loans product decreased $44.0 million, or 31%, to $100.1 million in 2023 from $144.1 million in 2022 primarily due to a decrease in the number of consumers completing request forms and in revenue earned per consumer.

Revenue from our credit cards product decreased $38.2 million, or 38%, to $62.0 million in 2023 from $100.2 million in 2022 primarily due to a decrease in the number of clicks and a decrease in revenue earned per click.

Revenue from our Consumer segment decreased $56.5 million in 2024 from 2023, or 20%, primarily due to decreases in our credit cards, other credit products and deposits, partially offset by an increase in small business loans.

We are in the process of exiting the student loans business and plan to be substantially completed by the end of the first quarter of 2025.

Revenue from our personal loans product increased $1.3 million, or 1%, to $101.4 million in 2024 from $100.1 million in 2023.

The increase in revenue was due to a 22% increase in volume, representing $18.2 million an increase, partially offset by a 17% decrease in revenue earned per consumer, representing $16.9 million of a decrease.

We measure volume for our personal loans product as the number of unique consumers completing request forms.

For the periods presented, no other products in our Consumer segment represented more than 10% of revenue;

however, certain other Consumer products experienced notable changes.

Revenue from our small business loans product decreased $16.5 million, or 24%, in 2023 compared to 2022, due to a decrease in revenue earned per consumer and a decrease in the number of consumers completing request forms.

Revenue from our credit products decreased $12.1 million, or 28%, in 2023

compared to 2022 primarily due to the closure of our Ovation credit services business at the end of the second quarter of 2023.

Student loans decreased $5.7 million in 2023 compared to 2022, due to a d ecrease in the number of consumers.

Revenue from our Insurance segment decreased $49.5 million, or 17%, to $249.6 million in 2023 from $299.1 million in 2022 primarily due to a decrease in the revenue earned per consumer, partially offset by an increase in the number of consumers completing request forms.

Revenue from our credit cards product decreased $38.2 million, or 62% in 2024 compared to 2023 primarily due to a decrease in revenue earned per click and volume .

We measure volume for our credit cards product as the number of consumers clicking through to a card issuer.

Revenue from our credit products decreased $12.4 million, or 40%, in 2024 compared to 2023 primarily due to the closure of our Ovation credit services business at the end of the second quarter of 2023.

Revenue from our deposits product decreased $6.5 million in 2024 compared to 2023, primarily due to a d ecrease in volume and revenue earned per consumer.

Partially offsetting these declines, r evenue from our small business loans product increased $4.0 million, or 8%, in 2024 compared to 2023, due to an increase in revenue earned per consumer partially offset by a decline in the number of consumers completing request forms.

Our Home segment includes the following products:

purchase mortgage, refinance mortgage, and home equity loans and lines of credit.

We ceased offering reverse mortgage loans in the fourth quarter of 2022.

Revenue from our Home segment decreased $145.6 million, or 50%, in 2023 from 2022 primarily due to a decrease in revenue from our mortgage products.

Revenue from our Home segment decreased $14.9 million, or 10%, in 2024 from 2023 primarily due to a decrease in revenue from our mortgage products partially offset by an increase in revenue from our home equity loans product.

Revenue from our mortgage products decreased $17.3 million, or 29%, to $41.4 million in 2024 from $58.7 million in 2023.

Revenue from our refinance mortgage product decreased $82.9 million in 2023 compared to 2022, primarily due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer as interest rates continued to increase in 2023.

Revenue from our purchase mortgage product decreased $37.9 million in 2023 compared to 2022 primarily due to decreases in revenue earned per consumer and in the number of consumers completing request forms.

Revenue from our home equity loans and lines of credit product decreased $20.7 million, or 20%, to $85.1 million in 2023 from $105.8 million in 2022 primarily due to a decrease the reven ue earned per consumer, slightly offset by an increase in the number of consumers completing request forms.

The decrease in revenue was due to a 25% decline in volume, representing $13.6 million of the decrease, and a 6% decrease in revenue earned per consumer, representing $3.7 million of the decrease.

We measure volume for our mortgage products as the number of consumers completing request forms.

Revenue from our purchase mortgage product decreased $11.0 million in 2024 compared to 2023 primarily due to decreases in the number of consumers completing request forms and a decrease in revenue earned per consumer.

Revenue from our refinance mortgage product decreased $6.3 million in 2024 compared to 2023, primarily due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer, as interest rates were generally flat compared to 2023.

Revenue from our home equity loans and lines of credit product increased $2.4 million, or 3%, to $87.5 million in 2024 from $85.1 million in 2023.

The increase in revenue was due to a 23% increase in volume, representing an increase of $16.6 million, partially offset by a 17% decrease in reven ue earned per consumer, representing a $14.2 million decrease.

We measure volume for our home equity loans and lines of credit as the number of consumers completing request forms.

Cost of revenue

Cost of revenue consists primarily of costs associated with compensation and other employee-related costs (including stock-based compensation) relating to internally-operated customer call centers, third-party customer call center fees, credit scoring fees, credit card fees, website network hosting, and server fees.

Cost of revenue decreased in 2023 compared to 2022 primarily due to a decrease in compensation and benefits of $13.9 million, a decrease in website network hosting and server hosting fees of $2.4 million and a decrease in customer service fees of $1.5 million.

The decreases are primarily due to the Reduction Plan at the end of the first quarter of 2023, including shutting down the LendingTree customer call center, and the closure of our Ovation credit services business at the end of the second quarter of 2023.

Cost of revenue as a percentage of revenue remained consistent at 6% in 2023 compared to 2022.

Cost of revenue decreased in 2024 compared to 2023 primarily due to a decrease in compensation and benefits of $2.7 million.

The decrease is primarily due to the Reduction Plan at the end of the first quarter of 2023, including shutting down the LendingTree customer call center, and the closure of our Ovation credit services business at the end of the second quarter of 2023.

Cost of revenue as a percentage of revenue decreased to 4% in 2024 compared to 6% in 2023.

Selling and marketing expense

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Advertising production costs are expensed in the period the related advertisement is first run.

Selling and marketing expense decreased in 2023 compared to 2022 primarily due to the $255.8 million decrease in advertising and promotional expense discussed below.

Selling and marketing expense increased in 2024 compared to 2023 primarily due to the $204.4 million increase in advertising and promotional expense discussed below.

Additionally, compensation and benefits decreased $2.0 million in 2024 compared to 2023.

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We adjust our selling and marketing expenditures dynamically in relation to anticipated revenue opportunities in order to ensure sufficient consumer inquiries to profitably meet such demand.

An increase in a product’s revenue is generally

met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend.

An increase in a product’s revenue is generally met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend.

This relationship exists for our Home, Consumer, and Insurance segments.

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General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, corporate information technology, human resources and executive management functions, as well as facilities and infrastructure costs and fees for professional services.

General and administrative expense decreased in 2023 compared to 2022, primarily due to a decrease in compensation and benefits of $18.1 million.

Additionally, professional fees, technology, facilities, and bad debt expense decreased $2.8 million, $2.6 million, $2.4 million, and $2.3 million, respectively.

We incurred a $4.2 million loss on the impairment of assets for our Ovation business in the first quarter of 2023.

Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreased in 2023, which resulted in an increase in net income in 2023 compared to 2022.

General and administrative expense decreased in 2024 compared to 2023, primarily due to a decrease in compensation and benefits of $3.7 million, a decrease in loss on assets of $2.9 million, a decrease in facilities expense of $2.5 million and a decrease in bad debt expense of $1.6 million.

Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreased in 2024 compared to 2023.

For additional information, see Note—12-Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report.

Non-cash compensation expense is excluded from Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as discussed below.

General and administrative expense as a percentage of revenue increased to 18% in 2023 from 15% in 2022.

General and administrative expense as a percentage of revenue decreased to 12% in 2024 from 18% in 2023.

Product development

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Restructuring and severance

During September 2023, we initiated workforce reductions of 14 employees.

During September 2023, we completed workforce reductions of 14 employees.

We incurred $0.9 million in severance charges in 2023 in connection with the workforce reductions, consisting of cash expenditures for employee separation costs of approximately $0.7 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $0.2 million.

The cash payments are expected to be substantially completed by the third quarter of 2024.

On March 24, 2023, we committed to the Reduction Plan to reduce operating costs.

The Reduction Plan included the elimination of approximately 162 employees, or 13%, of the Company’s current workforce.

As a result of the Reduction Plan, the Company incurred approximately $5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $1.0 million.

The Reduction Plan, including cash payments, is expected to be substantially completed by the end of the second quarter of 2024.

We made the decision to close the Ovation credit services business ( the "Ovation Closure") by mid-2023 and all operations ceased in August 2023.

The Ovation Closure includes the elimination of approximately 197 employees, or 18%, of the Company's current workforce.

The cash payments were completed by the third quarter of 2024.

In April 2023, we made the decision to close the Ovation credit services business ( the "Ovation Closure").

The Ovation Closure included the elimination of approximately 197 employees, or 18%, of the Company's workforce.

As a result of the Ovation Closure, we incurred $2.1 million in restructuring expense in connection with cash expenditures for employee separation costs.

The Ovation Closure, including cash payments, is expected to be completed by the first quarter of 2024.

During 2022, we completed workforce reductions in each of the first, second, and fourth quarters of approximately 75 employees, 25 employees, and 50 employees, respectively.

We incurred total expense of $4.4 million consisting of employee separation costs of $3.3 million and non-cash compensation expense of $1.1 million due to the accelerated vesting of certain equity awards.

All employee separation costs for 2022 actions were paid by the fourth quarter of 2023.

Interest expense

The cash payments for the Ovation Closure were completed in the first quarter of 2024.

On March 24, 2023, we committed to the Reduction Plan to reduce operating costs.

The Reduction Plan included the elimination of approximately 162 employees, or 13%, of the Company’s workforce.

As a result of the Reduction Plan, we incurred approximately $5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $1.0 million.

The Reduction Plan, including cash payments, was completed by the end of the third quarter of 2024.

Interest (expense) income, net

In March 2024, we drew $125.0 million on a first lien term loan facility and incurred $11.5 million of interest expense.

In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of our 2025 Notes for $7.2 million.

In the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of our 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million.

As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million.

In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.

In the fourth quarter of 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, for $81.2 million in cash plus accrued and unpaid interest of approximately $0.2 million.

As a result of the repurchases, we recognized a gain on the extinguishment of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million, and incurred debt repayment costs of $1.6 million, all of which are included in interest income/expense, net in the consolidated statements of operations and comprehensive income.

See Note 14—Debt for additional information.

We incurred an impairment charge of $113.1 million in 2023 related to an investment in equity securities.

We incurred impairment charges of $58.4 million and $114.5 million in 2024 and 2023, respectively, related to our investments in equity securities.

See Note 8—Equity Investments for additional information.

Other income for 2022 primarily consisted of dividend income.

Income tax benefit (expense)

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(in thousands, except percentages)

Income tax benefit (expense) $ 2,515 $ (133,019)

Income tax (expense) benefit $ (4,320) $ 2,515

Effective tax rate (11.6) % 2.0 %

For 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.

For 2022, the effective tax rate varied from the federal statutory rate of 21% primarily due to expense of $139.4 million to record a full valuation allowance against our net deferred tax assets.

For 2024 and 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.

See Note—13 Income Taxes in the notes to the consolidated financial statements included elsewhere in this report for additional information on the valuation allowance.

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(Dollars in thousands)

Home $ 47,882 $ 103,084 $ (55,202) (54) %

Consumer 138,877 174,578 (35,701) (20) %

Insurance 103,504 91,834 11,670 13 %

Revenue $ 128,854 $ 143,753 $ (14,899) (10) %

Segment marketing expense (1)

88,958 95,871 (6,913) (7) %

Segment profit 39,896 47,882 (7,986) (17) %

Segment margin 31% 33%

Revenue 222,462 278,945 (56,483) (20) %

Segment marketing expense (1)

111,925 140,068 (28,143) (20) %

Segment profit 110,537 138,877 (28,340) (20) %

Segment margin 50% 50%

Revenue 548,704 249,605 299,099 120 %

Segment marketing expense (1)

389,474 146,101 243,373 167 %

Segment profit 159,230 103,504 55,726 54 %

Segment margin 29% 41%

Revenue 199 199 — — %

Segment marketing expense (1)

294 708 (414) (58) %

Other (95) (509) 414 81 %

Revenue 900,219 672,502 227,717 34 %

Segment marketing expense (1)

590,651 382,748 207,903 54 %

Segment profit $ 309,568 $ 289,754 $ 19,814 7 %

Segment margin 34% 43%

(1) Segment marketing expense represents the potion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products.

This measure excludes overhead, fixed costs and personnel-related costs.

Segment profit is our primary segment operating metric.

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See Note 20—Segment Information in the notes to the consolidated financial statements included elsewhere in this report for additional information on segments and a reconciliation of segment profit to pre-tax income from continuing operations.

Revenue in the Home segment decreased 50% to $143.8 million in 2023 from 2022, with segment profit of $47.9 million in 2023, a decrease of 54% from 2022.

Our Home segment margin, which is segment profit divided by segment revenue, decreased slightly to 33% in 2023 compared to 36% in 2022.

Within Home, our core mortgage business generated revenue of $58.7 million in 2023, down 67% from 2022, as demand for refinancing transactions diminished throughout the year, with few mortgages later in the year carrying a higher rate than current loan offerings.

The 30-year mortgage interest rates increased from a monthly average of 6.36% in December 2022 to a monthly average of 6.82% in December 2023, according to Freddie Mac.

Purchase transactions were negatively impacted by low for sale inventory and current homeowners resisting a move in favor of retaining a significantly lower rate on their existing loan.

Existing home sales decreased 19% in 2023 compared to 2022.

The volume mix in our mortgage business shifted to purchase at 55% and refinance at 45% of total volume in 2023 as compared to refinance at 54% and purchase at 46% of total volume in 2022.

Revenue from our home equity loan product of $85.1 million in 2023 decreased 20% from 2022 as higher short-term interest rates broadly pressured demand from homeowners.

Home segment revenue decreased 10% to $128.9 million in 2024 compared to 2023 and segment profit decreased to $39.9 million in 2024, a decrease of 17% compared to 2023.

Our Home segment margin, which is segment profit divided by segment revenue, decreased slightly to 31% in 2024 compared to 33% in 2023 primarily due to a decline in revenue earned per consumer, due to a decline in close rates at our lender partners.

Revenue from our home equity loan product of $87.5 million in 2024 increased 3% compared to 2023.

Volume of home equity consumers completing request forms increased 23% in 2024 compared to 2023, however, a 17% decline in revenue earned per consumer partially offset this volume growth.

As longer-term rates have remained stable and higher than most existing first mortgages, second lien products offer an attractively priced source of capital for homeowners.

According to CoreLogic, homeowners with a mortgage in the U.S.

have $17.5 trillion of equity as of September 30, 2024, a 2.5% increase from a year ago.

We expect further growth in our home equity business in 2025 as home values remain at near record levels.

Within Home, our core mortgage business generated revenue of $41.4 million in 2024, down 29% compared to 2023.

Our refinance product within our mortgage business matches consumers in the market looking to refinance their existing mortgages with our network lenders.

Our purchase product within our mortgage business matches consumers in the market looking to buy a new home with our network lenders.

Our mortgage business is directly impacted by the mortgage market in which we participate.

Our mortgage business continues to see headwinds from a lack of in-the-money refinance borrowers given the current higher level of mortgage rates, and subdued home sales have pressured the volume of consumers searching for purchase loans.

According to Freddie Mac, the 30-year mortgage interest rates have remained elevated with a yearly average of 6.72% in 2024 compared to 6.80% in 2023.

The Mortgage Bankers Association expects overall mortgage originations to increase 16% in 2025, although the first quarter of 2025 is expected to remain weak and below fourth quarter of 2024 levels.

The forecast calls for a 22% growth in total loan originations over 2023, with purchase loans accounting for 77% of total volume.

The forecast calls for total loan originations of $2.1 trillion and purchase loans are expected to account for 69% of origination volume.

Revenue in our Consumer segment decreased 20% to $222.5 million in 2024 from 2023, with segment profit of $110.5 million in 2024, a decrease of 20% from 2023.

Our Consumer segment margin increased to 50% in 2023 compared to 44% in 2022.

Revenue from our personal loan product of $100.1 million decreased 31% in 2023 compared to 2022 as our partners broadly tightened underwriting criteria in 2023, however there are indications for increased loan originations and wider credit appetite in 2024.

Credit card revenue decreased to $62.0 million or 38% in 2023 compared to 2022.

We have begun onboarding credit card issuers onto TreeQual, the prequalification/preapproval platform for our customers to more easily shop offers available to them.

TreeQual sits at the core of our strategy to drive improved credit card application conversion rates which will allow us to reinvest additional marketing spend to gain back share in this large consumer marketplace.

Small business revenue declined 24% in 2023 from 2022.

The highest quality customers continue to receive multiple loan offers from our partners, while lower credit quality and smaller revenue business owners receive few if any offers.

We are serving partner demand for higher quality and larger revenue/loan amount effectively, as seen through a consistent increase in match rate for those customers.

Insurance revenue of $249.6 million in 2023 decreased 17% from 2022, while segment profit of $103.5 million in 2023 increased 13% from 2022 as we successfully matched higher levels of organic customer search volumes against lower overall

carrier demand for new policies.

Consumer demand across all insurance products remained high, growing 8% in 2023 from 2022.

Our auto carrier partners have been asking for and receiving successive price increases across most states over the last two years, as persistent cost inflation negatively impacted underwriting results.

The positive impact from premium increases on loss ratios, combined with broad declines in used car prices and other components of auto loss cost, should help our record volume of customers searching for auto insurance find an increasingly competitive partner marketplace moving into next year.

We experienced the beginning of a recovery in our auto insurance product at the end of the fourth quarter of 2023, with a number of key carrier partners unexpectedly adding budget over the holiday season and continuing to refine their product offering to target and write more profitable policies through our platforms.

Health insurance continued its strong growth trend, with revenue up 14% in 2023 compared to 2022.

We have made great strides capturing a growing share of carrier budgets in these categories, and we are optimistic they will help drive incremental revenue growth in 2024.

Our Insurance segment margin increased to 42% in 2023 compared to 31% in 2022.

We have maintained a focus on efficiency and adapting to changing carrier needs throughout this hard market cycle.

These efforts helped us control costs and improve quality despite industry profitability challenges.

Our Consumer segment margin remained consistent at 50% in 2024 and 2023.

Revenue from our personal loan product of $101.4 million increased 1% in 2024 compared to 2023 as lending standards remained restrictive at our lender partners during the year.

The leading reason for consumers to seek personal loans is to re-finance higher-cost credit card debt.

Total revolving consumer debt remains near record levels and interest rates on that debt have increased as short-term rates have increased.

We believe the outlook is positive for our personal loan product in 2025.

Small business revenue increased 8% in 2024 compared to 2023.

Lenders in our network have increased new loan originations as their credit performance has improved, particularly in the second half of 2024.

In response, we have invested in our concierge sales team and targeted marketing campaigns.

Our concierge sales members provide single-point-of-contact for small business owners, assisting in selecting the best loan offer, collecting required documentation and troubleshooting issues during the application process.

Our investment in this team has helped drive a material increase in approval rates for our customers, and allows us to capture lender volume bonuses and renewal revenue streams.

See the section titled “Revenue” above for additional discussion of declines in product revenues within the Consumer segment.

Insurance revenue of $548.7 million in 2024 increased 120% from 2023, while segment profit of $159.2 million in 2024 increased 54% from 2023.

Carriers increased their marketing spend with us steadily throughout the year as two years of compounded premium rate increases combined with declines in the price of used vehicles and replacement parts has created a favorable underwriting environment resulting in higher demand for new auto insurance customers.

Additionally, the volume of consumers completing request forms on our platform increased 35% in 2024 compared to 2023.

Our Insurance segment margin decreased to 29% in 2024 compared to 41% in 2023.

In 2023, we were able to exit from our highest cost marketing channels and continue to meet the decreased level of demand.

In 2024, we re-entered those marketing channels to fill the increase in carrier demand, which has resulted in lower segment profit margin.

Variable Marketing Expense and Variable Marketing Margin

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Litigation settlements and contingencies 3,797 388

Interest (income) expense, net (21,685) 26,014

Interest expense (income), net 27,849 (21,685)

Other expense (income) 54,162 105,993

Income tax (benefit) expense (2,515) 133,019

Income tax expense (benefit) 4,320 (2,515)

Variable marketing margin $ 304,311 $ 280,945

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Items are considered one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules.

There are no adjustments for one-time items for the year ended December 31, 2023.

One-time items for the year ended December 31, 2022 consisted of the $1.5 million franchise tax caused by the equity investment gain in Stash.

For the periods presented below, there are no adjustments for one-time items.

Non-Cash Expenses that are Excluded from Adjusted EBITDA

Non-cash compensation expense consists principally of expense associated with grants of restricted stock, restricted stock units and stock options, some of which awards have performance-based vesting conditions.

These expenses are not paid in cash

and we include the related shares in our calculations of fully diluted shares outstanding.

These expenses are not paid in cash and we include the related shares in our calculations of fully diluted shares outstanding.

Upon settlement of restricted stock units, exercise of certain stock options or vesting of restricted stock awards, the awards may be settled, on a net basis, with us remitting the required tax withholding amount from our current funds.

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Non-cash compensation expense 28,579 37,176

Franchise tax caused by equity investment gain — 1,500

Contribution to LendingTree Foundation — 500

Acquisition expense — (5)

Litigation settlements and contingencies 3,797 388

Interest (income) expense, net (21,685) 26,014

Interest expense (income), net 27,849 (21,685)

Dividend income (4,385) (7,888)

Income tax (benefit) expense (2,515) 133,019

Income tax expense (benefit) 4,320 (2,515)

Adjusted EBITDA $ 104,113 $ 78,490

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As of December 31, 2024, we had $106.6 million of cash and cash equivalents, compared to $112.1 million of cash and cash equivalents as of December 31, 2023.

We expect our cash and cash equivalents and cash flows from operations to be sufficient to fund our operating needs for the next twelve months and beyond.

Our credit facility described below is an additional potential source of liquidity.

We will continue to monitor economic impacts caused by the challenging interest rate environment and high levels of inflation on our liquidity and capital resources.

Notable transactions affecting cash and cash equivalents during the reported periods are as follows:

In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of our 2025 Notes for $7.2 million.

In the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of our 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million.

As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.

In 2023, we recognized a gain on the extinguishment of debt of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million and incurred debt repayment costs of $1.6 million, both of which are included in interest income/expense, net in the consolidated statement of operations and comprehensive income.

We expect our cash and cash equivalents and cash flows from operations and available borrowings under our credit facilities to be sufficient to fund our operating needs for the next twelve months and beyond.

We will continue to monitor the impact of current economic conditions, including interest rates and inflation on our liquidity and capital resources.

As of December 31, 2024, we have $115.3 million outstanding on the 2025 Notes.

We intend to use cash on hand, available borrowings of $50.0 million from the 2024 Term Loan (as defined below), and future cash flows from operations for the repayment of the 2025 Notes.

For more information , see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this report.

In 2022, we repurchased an aggregate of 379,895 shares of our common stock pursuant to a stock repurchase program for $43.0 million.

In the first quarter of 2022, we acquired an equity interest in EarnUp for $15.0 million.

See Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information on the equity interest.

Credit Facility

On September 15, 2021, we entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million Revolving Facility, which matures on September 15, 2026, and a $250.0 million delayed draw Term Loan Facility, which matures on September 15, 2028.

Equity Distribution Agreement

In July 2024, we entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program (as defined in the 2024 Term Loan (as defined herein) agreement) under which we may sell up to an aggregate of $50.0 million of shares of the our common stock.

No sales were made under the Equity Distribution Agreement during 2024.

Credit Facilities

On September 15, 2021, we entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million Revolving Facility (the “Revolving Facility”), which matures on September 15, 2026, and a $250.0 million delayed draw Term Loan Facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028.

The proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes, and any other purpose not prohibited by the Credit Agreement.

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The remaining proceeds of $79.8 million may be used for general corporate purposes and any other purposes not prohibited by the Credit Agreement.

As of February 28, 2024, we have outstanding $246.3 million under the Term Loan Facility, a $0.2 million letter of credit under the Revolving Facility, and the remaining borrowing capacity is $199.8 million.

We have $79.9 million available for borrowing under the Revolving Facility as of February 28, 2024.

As of March 6, 2025, we have outstanding $243.8 million under the 2021 Term Loan and the remaining borrowing capacity is $200.0 million.

As of December 31, 2024, we have $20.0 million available for borrowing under the Revolving Facility.

On March 27, 2024, we entered the 2024 Term Loan, a first lien term loan facility consisting of $175.0 million which matures on March 27, 2031.

We drew $125.0 million of the 2024 Term Loan upon closing while the remaining $50.0 million will be available as a delayed draw term loan until March 27, 2025.

The proceeds of the 2024 Term Loan were used to pay fees and expenses incurred in connection with the closing of the 2024 Term Loan and delayed draw term loan, and will be used for

working capital and general corporate purposes, which may include repayment of our 2025 Notes.

The funding had a $3.1 million original issue discount and associated debt issuance costs of $4.3 million.

We filed an ATM Shelf Registration (as defined in the 2024 Term Loan agreement) with the SEC in the third quarter of 2024.

In the event of a default in the minimum Consolidated EBITDA (as defined in the 2024 Term Loan agreement) covenant in the 2024 Term Loan, we are required to utilize the ATM Equity Program (as defined in the 2024 Term Loan agreement) to sell common stock and use the proceeds to cure the event of default in the minimum Consolidated EBITDA covenant.

Additionally, we may use the ATM Equity Program to maintain the $40.0 million minimum cash balance requirement in the 2024 Term Loan.

As of March 6, 2025, we had $115.6 million borrowings outstanding under the 2024 Term Loan.

For additional information on the Credit Facility, see Note 14—Debt in the notes to the consolidated financial statements included elsewhere in this report.

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Net cash provided by operating activities $ 62,258 $ 67,571

Net cash (used in) provided by investing activities $ (12,478) $ (27,876)

Net cash (used in) provided by financing activities $ (242,006) $ 32,536

Net cash used in investing activities $ (11,218) $ (12,478)

Net cash used in financing activities $ (56,502) $ (242,006)

Cash Flows from Operating Activities

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In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, certain contingent consideration payments, and income taxes.

Cash from changes in working capital increased primarily as a result of favorable changes in accounts receivable and accounts payable, accrued expenses and other current liabilities.

Cash from changes in working capital decreased primarily as a result of unfavorable changes in accounts receivable, partially offset by favorable changes accounts payable, accrued expenses and other current liabilities.

Cash Flows from Investing Activities

Net cash used investing activities in 2023 of $12.5 million consisted of capital expenditures primarily related to internally developed software.

Net cash used in investing activities in 2022 of $27.9 million consisted of the purchase of a $16.4 million equity investment in EarnUp and another small investment, as well as capital expenditures of $11.4 million primarily related to internally developed software.

Net cash used in investing activities in 2024 and 2023 consisted of capital expenditures primarily related to internally developed software of $11.2 million and $12.5 million, respectively.

Cash Flows from Financing Activities

Net cash used in financing activities in 2023 of $242.0 million consisted primarily of the repurchase of our 2025 Notes for $237.5 million and the related payment of debt issuance costs of $1.6 million, $1.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options and $1.9 million repayment of the Term Loan Facility.

Net cash provided by financing activities in 2022 of $32.5 million consisted primarily of $250.0 million in proceeds from the term loan and the repayment of $169.7 million to settle our 2022 Notes discussed in the “Credit Facility” section above, $43.0 million for the repurchase of our stock, $3.4 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options, and $1.3 million repayment of the term loan.

Net cash used in financing activities in 2024 of $56.5 million consisted primarily of the repurchase of the 2025 Notes for $158.8 million, term loan repayments of $12.5 million and $2.2 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options offset by $117.6 million net proceeds from the 2024 Term Loan.

Net cash used in financing activities in 2023 of $242.0 million consisted primarily of the repurchase of our 2025 Notes for $237.5 million and the related payment of debt issuance costs of $1.6 million, $1.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options and $1.9 million repayment of the Term Loan Facility.

Critical Accounting Policies and Estimates

The following disclosure is provided to supplement the description of our accounting policies contained in Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report regarding significant areas of judgment.

This disclosure includes accounting policies related to both continuing operations and discontinued operations.

significant areas of judgment.

Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with generally accepted accounting principles.

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The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

In determining the amount of the valuation allowance, we considered the

scheduled reversal of deferred tax liabilities.

In determining the amount of the valuation allowance, we considered the scheduled reversal of deferred tax liabilities.

We will maintain a full valuation allowance on net deferred tax assets until there is sufficient evidence to support the reversal of some or all of the allowance.

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During 2022, we incurred income tax expense of $139.4 million related to the valuation allowance.

At December 31, 2023 and 2022, we maintain a valuation allowance of $162.5 million and $145.4 million, respectively, against our net deferred tax assets.

At December 31, 2021, we recorded a partial valuation allowance of $6.0 million primarily related to state net operating losses, which we do not expect to be able to utilize prior to expiration.

At December 31, 2024, 2023 and 2022, we maintained a valuation allowance of $167.5 million, $162.5 million and $145.4 million, respectively, against our net deferred tax assets.

Stock-Based Compensation

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The fair values of each reporting unit were determined using a combination of the income approach and the market approach valuation methodologies.

We will continue to monitor the recovery of the Insurance reporting unit and the Mortgage reporting unit.

Changes in the timing of the recovery compared to current expectations could cause an impairment to the Insurance or Mortgage reporting units.

We will continue to monitor each of the reporting units and the impact of business or economic changes on the fair value of the reporting unit.

Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, Mortgage or Consumer reporting units.

The value of goodwill subject to assessment for impairment at December 31, 2024 is $381.5 million.

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Any gains or losses are included within other (expense) income in the consolidated statement of operations and comprehensive income.

We incurred impairment charges of $114.5 million on our investments in equity securities during 2023.

We incurred impairment charges of $58.4 million and $114.5 million on our investments in equity securities during 2024 and 2023, respectively.

See Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis