[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents the unaudited consolidated financial statements and management's discussion and analysis for German American Bancorp, Inc [Unaudited Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Presents the unaudited consolidated financial statements for German American Bancorp, Inc. as of June 30, 2025, reflecting significant growth from the Heartland BancCorp acquisition [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased by 31.5% to $8.28 billion at June 30, 2025, primarily due to the Heartland BancCorp acquisition Consolidated Balance Sheet Highlights (in $ thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,280,142** | **$6,295,910** | | Loans, Net | $5,663,918 | $4,080,466 | | Goodwill | $377,976 | $179,025 | | **Total Liabilities** | **$7,210,638** | **$5,580,843** | | Total Deposits | $6,954,686 | $5,329,075 | | **Total Shareholders' Equity** | **$1,069,504** | **$715,067** | [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q2 2025 rose to $31.4 million, driven by a 59% increase in net interest income following the Heartland acquisition Income Statement Highlights - Q2 (in $ thousands, except EPS) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Interest Income | $73,155 | $45,971 | | Provision for Credit Losses | $1,200 | $625 | | Non-interest Income | $16,733 | $18,923 | | Non-interest Expense | $49,517 | $37,674 | | **Net Income** | **$31,361** | **$20,530** | | **Diluted EPS** | **$0.84** | **$0.69** | Income Statement Highlights - Six Months (in $ thousands, except EPS) | Metric | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | | Net Interest Income | $139,727 | $90,965 | | Provision for Credit Losses | $16,500 | $1,525 | | Non-interest Income | $31,573 | $34,745 | | Non-interest Expense | $102,299 | $74,412 | | **Net Income** | **$41,878** | **$39,552** | | **Diluted EPS** | **$1.16** | **$1.33** | [Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income for Q2 2025 was $33.5 million, with H1 2025 at $54.8 million, influenced by net income and securities valuation changes Comprehensive Income (Loss) Summary (in $ thousands) | Period | Net Income | Other Comprehensive Income (Loss) | Comprehensive Income (Loss) | | :--- | :--- | :--- | :--- | | **Q2 2025** | $31,361 | $2,121 | $33,482 | | **Q2 2024** | $20,530 | $19,086 | $39,616 | | **H1 2025** | $41,878 | $12,904 | $54,782 | | **H1 2024** | $39,552 | $(809) | $38,743 | [Consolidated Statements of Changes in Shareholders' Equity](index=14&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity increased to $1.07 billion at June 30, 2025, primarily due to the $320.0 million stock issuance for the Heartland acquisition - The acquisition of Heartland BancCorp was the main contributor to the increase in shareholders' equity, with the issuance of **7,742,723 shares** adding **$320.0 million**[26](index=26&type=chunk) - The company declared and paid cash dividends of **$0.29 per share** in both Q1 and Q2 2025, totaling **$21.6 million** for the six-month period[26](index=26&type=chunk) [Consolidated Statements of Cash Flows](index=15&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $11.4 million in H1 2025, driven by operating and investing activities, offset by financing outflows Cash Flow Summary - Six Months Ended June 30 (in $ thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $64,844 | $42,562 | | Net Cash from Investing Activities | $110,540 | $154,205 | | Net Cash from Financing Activities | $(164,028) | $17,222 | | **Net Change in Cash and Cash Equivalents** | **$11,356** | **$213,989** | [Notes to Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies and financial figures, including the insurance business sale, securities, loans, segments, and the Heartland acquisition [Note 3 – Sale of Insurance Assets](index=18&type=section&id=Note%203%20%E2%80%93%20Sale%20of%20Insurance%20Assets) Details the June 1, 2024, sale of German American Insurance, Inc. for $40.0 million cash, resulting in a $36.5 million pre-tax gain Gain on Sale of Insurance Assets (in $ thousands) | Description | Amount | | :--- | :--- | | Gross Purchase Price | $40,000 | | Write-off of Goodwill and Intangibles | $(1,332) | | Working Capital Adjustment | $(345) | | **Net Purchase Price** | **$38,323** | | Transaction Costs | $(1,816) | | **Pre-tax Gain on Sale** | **$36,507** | | **After-tax Gain on Sale** | **$27,476** | [Note 5 – Securities](index=19&type=section&id=Note%205%20%E2%80%93%20Securities) Details the $1.57 billion available-for-sale securities portfolio, which had a net unrealized loss of $262.4 million as of June 30, 2025 - In June/July 2024, the company restructured its securities portfolio, selling **$375.3 million** in securities for a pre-tax loss of approximately **$34.9 million**[46](index=46&type=chunk) - As of June 30, 2025, securities with a fair value of **$1.13 billion** were in a continuous unrealized loss position, totaling **$266.3 million** in losses, primarily due to market interest rate fluctuations[49](index=49&type=chunk) [Note 7 – Loans](index=22&type=section&id=Note%207%20%E2%80%93%20Loans) Total loans grew to $5.75 billion at June 30, 2025, largely due to the Heartland acquisition, with ACL increasing to $75.5 million Loan Portfolio Composition (in $ thousands) | Loan Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Commercial and Industrial | $734,551 | $591,785 | | Commercial Real Estate | $3,096,728 | $2,224,872 | | Agricultural | $461,420 | $431,037 | | Residential Mortgage | $798,343 | $357,448 | | Retail (Home Equity, Consumer, etc.) | $574,324 | $448,872 | | **Total Loans** | **$5,748,360** | **$4,133,267** | - The company acquired loans with a fair value of **$1.50 billion** in the Heartland acquisition on February 1, 2025[59](index=59&type=chunk)[60](index=60&type=chunk) - The Allowance for Credit Losses (ACL) increased from **$44.4 million** at year-end 2024 to **$75.5 million** at June 30, 2025, including a **$15.9 million** allowance for acquired PCD loans and a **$16.2 million** 'Day 2' CECL provision related to the Heartland acquisition[64](index=64&type=chunk) [Note 9 – Segment Information](index=34&type=section&id=Note%209%20%E2%80%93%20Segment%20Information) Details the company's two primary segments, Core Banking and Wealth Management Services, following the June 2024 insurance operations sale - The company ceased insurance-related activities after selling the assets of its insurance subsidiary, German American Insurance, Inc. (GAI), on **June 1, 2024**[105](index=105&type=chunk) Segment Profit and Assets - Q2 2025 (in $ thousands) | Segment | Segment Profit (Loss) Before Taxes | Segment Assets | | :--- | :--- | :--- | | Core Banking | $40,408 | $8,252,469 | | Wealth Management Services | $1,500 | $15,829 | | Insurance | $— | $— | | Other / Eliminations | $(2,737) | $11,844 | | **Consolidated Total** | **$39,171** | **$8,280,142** | [Note 16 – Business Combinations](index=50&type=section&id=Note%2016%20%E2%80%93%20Business%20Combinations) Details the February 1, 2025, acquisition of Heartland BancCorp for $343.1 million, adding $1.94 billion in assets and $199.0 million in goodwill Heartland Acquisition Summary (in $ thousands) | Item | Value | | :--- | :--- | | **Fair Value of Total Consideration** | **$343,109** | | Cash Paid | $23,102 | | Equity Instruments Issued | $320,007 | | **Total Identifiable Net Assets Acquired** | **$144,158** | | **Goodwill Recognized** | **$198,951** | - The acquisition is consistent with the company's strategy to build a regional presence in Southern Indiana, Kentucky, and Ohio[176](index=176&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant impact of the Heartland BancCorp acquisition on financial condition and results, highlighting growth, margin expansion, and stable credit quality [Management Overview](index=53&type=section&id=Management%20Overview) The first half of 2025 was marked by the Heartland BancCorp acquisition, contributing to Q2 net income of $31.4 million and adjusted EPS of $0.86 - Completed the acquisition of Heartland BancCorp on **February 1, 2025**, adding **20 banking offices** in Columbus, Ohio, and Greater Cincinnati[188](index=188&type=chunk) Q2 2025 Performance vs. Q2 2024 | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income (as reported) | $31,361,000 | $20,530,000 | | EPS (as reported) | $0.84 | $0.69 | | Adjusted Net Income (Non-GAAP) | $32,058,000 | $20,351,000 | | Adjusted EPS (Non-GAAP) | $0.86 | $0.69 | [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Identifies critical accounting policies including ACL, securities valuation, income tax, and goodwill, noting a Q1 2025 shift in ACL estimation method - The determination of the Allowance for Credit Losses (ACL) is inherently subjective and requires significant estimates regarding future cash flows, economic conditions, and other factors[197](index=197&type=chunk)[198](index=198&type=chunk) - On **March 31, 2025**, the company changed its ACL estimation method to a discounted cash flow model to better evaluate multiple economic scenarios[206](index=206&type=chunk) - Goodwill is not amortized but is tested for impairment annually on **December 31**, with no impairment indicated at the last testing date[211](index=211&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Operating results for Q2 and H1 2025 were significantly boosted by the Heartland acquisition, driving net interest income growth and margin expansion Net Interest Margin (Tax-Equivalent) | Period | Net Interest Margin | | :--- | :--- | | Q2 2025 | 3.92% | | Q2 2024 | 3.34% | | H1 2025 | 3.94% | | H1 2024 | 3.34% | - Accretion of discounts on acquired loans contributed **18 basis points** to the net interest margin in Q2 2025[219](index=219&type=chunk) - Q2 2025 non-interest expense increased **31% YoY** to **$49.5 million**, primarily driven by operating costs from the Heartland acquisition[241](index=241&type=chunk) [Financial Condition](index=65&type=section&id=Financial%20Condition) Total assets grew to $8.28 billion, loans to $5.75 billion, and deposits to $6.95 billion, primarily due to the Heartland acquisition - Total assets increased to **$8.28 billion** at June 30, 2025, largely due to the Heartland acquisition[259](index=259&type=chunk) - Excluding acquired loans, organic loan growth was approximately **5%** on an annualized basis in H1 2025[261](index=261&type=chunk) - Non-performing assets rose to **$25.1 million** (**0.30% of assets**) from **$11.1 million** (**0.18% of assets**), with the increase largely attributable to the Heartland acquisition, including a single adversely classified commercial relationship[270](index=270&type=chunk)[271](index=271&type=chunk) [Capital Resources and Liquidity](index=68&type=section&id=Capital%20Resources%20and%20Liquidity) The company maintains a strong capital and liquidity position, with shareholders' equity at $1.07 billion and regulatory capital ratios exceeding minimums Regulatory Capital Ratios (Consolidated) | Ratio | 6/30/2025 | Minimum for Capital Adequacy | | :--- | :--- | :--- | | Total Capital (to RWA) | 15.21% | 8.00% | | Tier 1 Capital (to RWA) | 13.53% | 6.00% | | Common Equity Tier 1 (to RWA) | 13.00% | 4.50% | | Tier 1 Capital (to Average Assets) | 10.93% | 4.00% | - The company plans to redeem the **$24.3 million** of outstanding Heartland Notes on **September 15, 2025**, funded from cash on hand[280](index=280&type=chunk)[288](index=288&type=chunk) - The company has not repurchased any shares under its **1.0 million share** repurchase plan[277](index=277&type=chunk) [Use of Non-GAAP Financial Measures](index=70&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Provides reconciliations of GAAP to non-GAAP financial measures, excluding specific non-recurring items to assess core operational performance Non-GAAP Reconciliation - Net Income and EPS (in $ thousands) | Metric | Q2 2025 | H1 2025 | | :--- | :--- | :--- | | Net Income, as reported | $31,361 | $41,878 | | Adjustments (Merger costs, CECL Day 2) | $697 | $17,467 | | **Adjusted Net Income** | **$32,058** | **$59,345** | | EPS, as reported | $0.84 | $1.16 | | **Adjusted EPS** | **$0.86** | **$1.64** | [Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses primary market risks, liquidity and interest rate risk, with net interest income projected to increase by 0.70% in a +200 bps rate shock Interest Rate Sensitivity of Net Interest Income (Next 12 Months) | Rate Change Scenario | % Change in Net Interest Income | | :--- | :--- | | +200 bps | +0.70% | | +100 bps | +0.34% | | -100 bps | -1.11% | | -200 bps | -3.33% | [Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that disclosure controls and procedures were effective as of **June 30, 2025**[310](index=310&type=chunk) - No material changes in internal control over financial reporting occurred during the second fiscal quarter of **2025**[311](index=311&type=chunk) [PART II. OTHER INFORMATION](index=75&type=section&id=PART%20II.%20OTHER%20INFORMATION) Presents other required information, including legal proceedings, risk factors, equity sales, defaults, and exhibits [Legal Proceedings](index=75&type=section&id=Item%201.%20Legal%20Proceedings) Reports no pending legal proceedings beyond routine litigation incidental to business operations - There are no pending legal proceedings, other than routine litigation incidental to the business[312](index=312&type=chunk) [Risk Factors](index=75&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the 2024 Annual Report on Form 10-K - No material changes to risk factors have occurred since the **2024 Annual Report on Form 10-K**[313](index=313&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any equity securities during the quarter, with 1.0 million shares remaining available under the plan - The company has a board-approved plan to repurchase up to **1.0 million shares** of its common stock, but no shares were repurchased during the second quarter of **2025**[319](index=319&type=chunk) [Defaults Upon Senior Securities](index=75&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Reports no defaults upon senior securities - None[320](index=320&type=chunk) [Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[321](index=321&type=chunk) [Other Information](index=75&type=section&id=Item%205.%20Other%20Information) Reports no undisclosed Form 8-K information or Rule 10b5-1 trading arrangement adoptions or terminations by directors or officers - During Q2 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement[326](index=326&type=chunk) [Exhibits](index=77&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and XBRL data files - The exhibits include the Agreement and Plan of Reorganization for the Heartland acquisition (incorporated by reference), articles of incorporation, bylaws, and Sarbanes-Oxley certifications[328](index=328&type=chunk)

PART I – FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS (unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(unaudited)) This section presents ACI Worldwide's unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show the company's financial position as of June 30, 2025, compared to December 31, 2024, highlighting changes in assets, liabilities, and stockholders' equity | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | **Total Assets** | $3,138,283 | $3,025,293 | | **Total Liabilities** | $1,744,785 | $1,600,966 | | **Total Stockholders' Equity** | $1,393,498 | $1,424,327 | - Total assets increased by **$112.99 million**, primarily driven by an increase in current assets, notably settlement assets - Total liabilities increased by **$143.82 million**, mainly due to higher current liabilities, particularly settlement liabilities - Total stockholders' equity decreased by **$30.83 million**, influenced by treasury stock repurchases partially offset by retained earnings growth [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations detail the company's revenues, operating expenses, and net income for the three and six months ended June 30, 2025, compared to the same periods in 2024 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total Revenues | $401,258 | $373,479 | +7.44% | $795,823 | $689,498 | +15.42% | | Operating Income | $34,858 | $53,701 | -35.09% | $93,374 | $63,261 | +47.61% | | Net Income | $12,202 | $30,887 | -60.49% | $71,072 | $23,136 | +207.11% | | Basic EPS | $0.12 | $0.29 | -58.62% | $0.68 | $0.22 | +209.09% | | Diluted EPS | $0.12 | $0.29 | -58.62% | $0.67 | $0.22 | +204.55% | - Net income for the three months ended June 30, 2025, decreased significantly by **60.49%** year-over-year, while for the six months, it increased by **207.11%** year-over-year[16](index=16&type=chunk) - Total revenues showed consistent growth, increasing by **7.44%** for the three-month period and **15.42%** for the six-month period[16](index=16&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement presents the net income and other comprehensive income (loss) components, primarily foreign currency translation adjustments, to arrive at total comprehensive income for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Net Income | $12,202 | $30,887 | -60.49% | $71,072 | $23,136 | +207.11% | | Foreign Currency Translation Adjustments | $14,651 | $(2,208) | +763.54% | $22,530 | $(4,612) | +588.55% | | Comprehensive Income | $26,853 | $28,679 | -6.43% | $93,602 | $18,524 | +405.31% | - Foreign currency translation adjustments significantly improved, moving from a loss in 2024 to a gain in 2025 for both three and six-month periods, positively impacting comprehensive income[18](index=18&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) These statements detail the changes in each component of stockholders' equity, including common stock, additional paid-in capital, retained earnings, treasury stock, and accumulated other comprehensive loss, for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Balance as of Dec 31, 2024 | 6 Months Ended June 30, 2025 | Balance as of June 30, 2025 | | :-------------------- | :------------------------- | :--------------------------- | :-------------------------- | | Common Stock | $702 | $0 | $702 | | Additional Paid-in Capital | $731,927 | $1,615 | $733,542 | | Retained Earnings | $1,598,085 | $71,072 | $1,669,157 | | Treasury Stock | $(784,914) | $(126,046) | $(910,960) | | Accumulated Other Comprehensive Loss | $(121,473) | $22,530 | $(98,943) | | **Total Stockholders' Equity** | **$1,424,327** | **$(30,829)** | **$1,393,498** | - The company repurchased **2,713,799 shares** of common stock for **$134.656 million** during the six months ended June 30, 2025, contributing to the decrease in total stockholders' equity[23](index=23&type=chunk) - Net income of **$71.072 million** for the six months ended June 30, 2025, increased retained earnings[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows provide a summary of cash generated from or used in operating, investing, and financing activities for the six months ended June 30, 2025, compared to the same period in 2024 | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Cash Flows from Operating Activities | $128,018 | $178,258 | -28.18% | | Net Cash Flows from Investing Activities | $29,553 | $(23,978) | +223.24% | | Net Cash Flows from Financing Activities | $(129,543) | $(170,273) | +23.92% | | Net Increase (Decrease) in Cash and Cash Equivalents | $33,937 | $(14,703) | +331.09% | | Cash and Cash Equivalents, End of Period | $298,955 | $224,118 | +33.39% | - Cash flows from operating activities decreased by **$50.24 million**, primarily due to lower customer receipt collections and higher income taxes paid, partially offset by improved profitability[27](index=27&type=chunk)[190](index=190&type=chunk) - Cash flows from investing activities significantly improved, turning from a net outflow of **$23.98 million** in 2024 to a net inflow of **$29.55 million** in 2025, driven by proceeds from the sale of an equity investment[27](index=27&type=chunk)[193](index=193&type=chunk) - Cash flows from financing activities showed a reduced net outflow, primarily due to proceeds from the revolving credit facility and term loans, partially offset by the redemption of 2026 Notes and common stock repurchases[27](index=27&type=chunk)[195](index=195&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on accounting policies, revenue, debt, intangible assets, stock compensation, segment information, and income taxes [1. Condensed Consolidated Financial Statements](index=11&type=section&id=1.%20Condensed%20Consolidated%20Financial%20Statements) This note outlines the basis of presentation for the unaudited financial statements, including accounting policies, estimates, and the sale of an equity investment | Other Current Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Vendor financed licenses | $16,155 | $14,462 | | Operating lease liabilities | $8,559 | $9,265 | | Income taxes payable | $3,347 | $3,284 | | Accrued interest | $1,124 | $8,810 | | Other | $35,441 | $37,987 | | **Total other current liabilities** | **$64,626** | **$73,808** | - The company sold its **30% equity interest** in an Indian payment technology company for **$46.0 million** in March 2025, recognizing a gain of **$25.9 million**[41](index=41&type=chunk) - Goodwill balance as of June 30, 2025, was **$1.2 billion**, allocated **$809.0 million** to Payment Software and **$417.0 million** to Biller, following a realignment of reporting units[39](index=39&type=chunk) [2. Revenue](index=13&type=section&id=2.%20Revenue) This note details the company's revenue recognition policies in accordance with ASC 606, including the composition of total receivables, changes in deferred revenue, and revenue allocated to remaining performance obligations | Receivables (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Billed receivables, net | $172,985 | $196,728 | | Current accrued receivables, net | $225,179 | $217,671 | | Long-term accrued receivables, net | $345,608 | $360,079 | | **Total receivables, net** | **$743,772** | **$774,478** | | Deferred Revenue (in thousands) | Amount | | :------------------------------ | :----- | | Balance, December 31, 2024 | $94,723 | | Deferral of revenue | $62,708 | | Recognition of deferred revenue | $(70,348) | | Foreign currency translation | $2,540 | | **Balance, June 30, 2025** | **$89,623** | - Revenue allocated to remaining performance obligations was **$724.0 million** as of June 30, 2025, with approximately **52%** expected to be recognized over the next 12 months[48](index=48&type=chunk) [3. Debt](index=14&type=section&id=3.%20Debt) This note provides details on the company's debt structure, including the Credit Agreement, Senior Notes, and an overdraft facility. It highlights the redemption of the 2026 Notes and the issuance of an Incremental Term Loan | Debt (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Term loans | $643,750 | $462,500 | | Revolving credit facility | $260,000 | $70,000 | | 5.750% Senior notes, due August 2026 | $0 | $400,000 | | Debt issuance costs | $(5,729) | $(7,923) | | **Total debt** | **$898,021** | **$924,577** | - On June 18, 2025, the company redeemed in full its outstanding **5.750% Senior Notes due 2026**, which had a principal amount of **$400.0 million**[37](index=37&type=chunk)[61](index=61&type=chunk) - An Incremental Term Loan of **$200.0 million** was entered into on June 18, 2025, under the Credit Facility[53](index=53&type=chunk) - The company was in compliance with all financial debt covenants as of June 30, 2025[62](index=62&type=chunk) [4. Software and Other Intangible Assets](index=16&type=section&id=4.%20Software%20and%20Other%20Intangible%20Assets) This note provides information on the carrying amounts and accumulated amortization of the company's software and other intangible assets, along with estimated future amortization expenses | Asset Category (in thousands) | June 30, 2025 Net Balance | December 31, 2024 Net Balance | | :---------------------------- | :------------------------ | :-------------------------- | | Software for internal use | $88,574 | $92,893 | | Customer relationships | $156,538 | $165,377 | | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Software for internal use | $15,600 | $15,800 | $31,200 | $31,300 | | Other intangible assets | $5,300 | $8,200 | $10,500 | $16,700 | - Estimated future amortization expense for software and other intangible assets totals **$88.574 million** and **$156.538 million**, respectively, as of June 30, 2025[68](index=68&type=chunk) [5. Stock-Based Compensation Plans](index=17&type=section&id=5.%20Stock-Based%20Compensation%20Plans) This note details the company's stock-based compensation plans, including activity for employee stock purchase plans, stock options, performance share awards (TSRs), and restricted share units (RSUs), along with associated compensation expenses | Stock-Based Compensation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock-based compensation expense | $16,400 | $10,700 | $28,000 | $18,800 | | Corresponding tax benefits | $2,600 | $1,700 | $4,400 | $3,100 | - Unrecognized compensation expense as of June 30, 2025, was **$77.6 million** for RSUs (weighted average period of **2.2 years**) and **$30.2 million** for TSRs (weighted average period of **1.7 years**)[74](index=74&type=chunk) - During the six months ended June 30, 2025, **507,754 TSRs** granted in fiscal 2022 vested at a **200% payout rate**, and **674,034 RSUs** vested[72](index=72&type=chunk)[73](index=73&type=chunk) [6. Common Stock and Treasury Stock](index=19&type=section&id=6.%20Common%20Stock%20and%20Treasury%20Stock) This note outlines the company's stock repurchase program, including the number of shares repurchased and the remaining authorized amount - The company repurchased **2,713,799 shares** for **$134.7 million** during the six months ended June 30, 2025[77](index=77&type=chunk) - As of June 30, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was **$223.5 million**[77](index=77&type=chunk) - Since the program's inception, the company has repurchased **65,581,636 shares** for approximately **$1.2 billion**[77](index=77&type=chunk) [7. Earnings Per Share](index=19&type=section&id=7.%20Earnings%20Per%20Share) This note provides the reconciliation of weighted average shares outstanding used to compute basic and diluted earnings per share | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic weighted average shares outstanding | 104,376 | 105,395 | 104,860 | 106,097 | | Dilutive effect of stock options, RSUs, and contingently issuable shares | 727 | 771 | 1,100 | 718 | | Diluted weighted average shares outstanding | 105,103 | 106,166 | 105,960 | 106,815 | - The diluted EPS computation excluded **2.0 million** and **1.7 million** anti-dilutive options, RSUs, and contingently issuable shares for the three and six months ended June 30, 2025, respectively[80](index=80&type=chunk) [8. Other, Net](index=20&type=section&id=8.%20Other,%20Net) This note details the components of 'Other, net' income or expense, primarily foreign currency transaction gains/losses, gain on sale of equity investment, and loss on extinguishment of debt | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Foreign currency transaction gains (losses) | $(5,300) | $16 | $(7,487) | $(2,019) | | Gain on sale of equity investment | $0 | $0 | $25,927 | $0 | | Loss on extinguishment of debt | $(1,093) | $0 | $(1,093) | $0 | | Equity investment earnings | $0 | $1,140 | $0 | $1,150 | | **Total other, net** | **$(6,393)** | **$1,156** | **$17,347** | **$(869)** | - A significant gain of **$25.9 million** from the sale of an equity investment contributed to a positive 'Other, net' for the six months ended June 30, 2025[82](index=82&type=chunk) - A **$1.1 million** loss on extinguishment of debt was recorded due to the redemption of the 2026 Notes[82](index=82&type=chunk) [9. Segment Information](index=20&type=section&id=9.%20Segment%20Information) This note details the company's segment reporting structure, which was realigned in 2025 into two operating segments: Payment Software and Biller. It provides financial data, including revenue and Segment Adjusted EBITDA, for each segment - In 2025, the company realigned its segment reporting to Payment Software (including bank and merchant customers) and Biller, with the CEO acting as the chief operating decision maker[83](index=83&type=chunk)[84](index=84&type=chunk) | Segment Revenue (in thousands) | 3 Months Ended June 30, 2025 Revenue | 3 Months Ended June 30, 2024 Revenue | 6 Months Ended June 30, 2025 Revenue | 6 Months Ended June 30, 2024 Revenue | | :----------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Payment Software | $179,343 | $181,666 | $380,068 | $322,823 | | Biller | $221,915 | $191,813 | $415,755 | $366,675 | | **Total Revenue** | **$401,258** | **$373,479** | **$795,823** | **$689,498** | | Segment Adjusted EBITDA (in thousands) | 3 Months Ended June 30, 2025 Adj. EBITDA | 3 Months Ended June 30, 2024 Adj. EBITDA | 6 Months Ended June 30, 2025 Adj. EBITDA | 6 Months Ended June 30, 2024 Adj. EBITDA | | :------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Payment Software | $83,278 | $94,587 | $189,839 | $146,876 | | Biller | $39,785 | $37,435 | $70,680 | $68,172 | | **Total Segment Adjusted EBITDA** | **$123,063** | **$132,022** | **$260,519** | **$215,048** | - Payment Software Segment Adjusted EBITDA decreased by **$11.3 million** for the three months ended June 30, 2025, but increased by **$43.0 million** for the six months, driven by revenue growth in license and capacity[178](index=178&type=chunk)[180](index=180&type=chunk) - Biller Segment Adjusted EBITDA increased by **$2.4 million** for the three months and **$2.5 million** for the six months ended June 30, 2025, primarily due to revenue increases offset by higher payment card interchange and processing fees[179](index=179&type=chunk)[181](index=181&type=chunk) [10. Income Taxes](index=25&type=section&id=10.%20Income%20Taxes) This note provides information on the company's effective tax rates, unrecognized tax benefits, and the potential impact of new tax legislation | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Effective Tax Rate | 32% | 23% | 21% | 30% | - The effective tax rate for the three months ended June 30, 2025, was **32%**, compared to **23%** in the prior year, while for the six months, it was **21%** compared to **30%**[99](index=99&type=chunk)[100](index=100&type=chunk) - Unrecognized tax benefits for uncertain tax positions were **$21.0 million** as of June 30, 2025, with a potential decrease of **$0.8 million** within the next 12 months[102](index=102&type=chunk) - The company is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its consolidated financial statements[103](index=103&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=27&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's analysis of the company's financial condition, operational results, liquidity, and critical accounting estimates [Forward-Looking Statements](index=27&type=section&id=Forward-Looking%20Statements) This subsection provides a cautionary statement regarding forward-looking statements in the report, emphasizing that actual results may differ materially due to various risks and uncertainties - Forward-looking statements are based on current expectations and involve risks and uncertainties, and actual future results may vary materially[105](index=105&type=chunk)[106](index=106&type=chunk) - The company disclaims any obligation to update forward-looking statements, except as required by law[106](index=106&type=chunk) [Overview](index=27&type=section&id=Overview) This section provides an overview of ACI Worldwide's global payments technology business and key market trends influencing its operations - ACI Worldwide delivers software solutions for intelligent payments orchestration, serving banks, merchants, and billers globally[109](index=109&type=chunk)[110](index=110&type=chunk) - Key trends impacting strategies include increasing digital payment transaction volumes, adoption of real-time payments (e.g., FedNow, UPI), cloud technology adoption, payments intelligence/fraud prevention, omni-commerce, and open banking[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company aims for growth through organic sources, partnerships, alliances, and strategic acquisitions[119](index=119&type=chunk) [Backlog](index=29&type=section&id=Backlog) This section presents the company's 60-month backlog estimate, categorized into Committed and Renewal Backlog, and outlines the key assumptions and exclusions used in its calculation | Backlog (in millions) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------ | :------------- | :---------------- | | Payment Software | $3,333 | $3,142 | $3,102 | | Biller | $3,712 | $3,597 | $3,604 | | **Total** | **$7,045** | **$6,739** | **$6,706** | | Backlog Type (in millions) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :------------------------- | :------------ | :------------- | :---------------- | | Committed | $2,321 | $2,257 | $2,413 | | Renewal | $4,724 | $4,482 | $4,293 | | **Total** | **$7,045** | **$6,739** | **$6,706** | - Total 60-month backlog increased to **$7,045 million** as of June 30, 2025, from **$6,706 million** at December 31, 2024, driven by growth in both Payment Software and Biller segments, particularly in Renewal Backlog[124](index=124&type=chunk) [RESULTS OF OPERATIONS](index=31&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, comparing revenues, expenses, and net income for the three and six months ended June 30, 2025 and 2024 [Three Month Period Ended June 30, 2025 Compared to the Three Month Period Ended June 30, 2024](index=31&type=section&id=Three%20Month%20Period%20Ended%20June%2030,%202025%20Compared%20to%20the%20Three%20Month%20Period%20Ended%20June%2030,%202024) This subsection analyzes the financial results for the three months ended June 30, 2025, compared to the same period in 2024, detailing changes in revenue streams, operating expenses, and net income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Revenues | $401,258 | $373,479 | $27,779 | 7% | | Operating Income | $34,858 | $53,701 | $(18,843) | (35)% | | Net Income | $12,202 | $30,887 | $(18,685) | (60)% | - Total revenue increased by **$27.8 million (7%)** year-over-year, with a **$1.4 million** positive impact from foreign currency strengthening[128](index=128&type=chunk) - Operating income decreased by **$18.8 million (35%)** and net income decreased by **$18.7 million (60%)**, primarily due to higher operating expenses, including cost reduction strategies and increased personnel/professional fees[127](index=127&type=chunk)[142](index=142&type=chunk)[151](index=151&type=chunk) [Revenues (Three Months)](index=31&type=section&id=Revenues) Revenue analysis for the three months ended June 30, 2025, showing growth in SaaS/PaaS and Maintenance, offset by decreases in License and Services revenue | Revenue Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | SaaS and PaaS | $271,258 | $235,399 | $35,859 | 15% | | License | $56,711 | $65,582 | $(8,871) | (14)% | | Maintenance | $50,421 | $48,733 | $1,688 | 3% | | Services | $22,868 | $23,765 | $(897) | (4)% | - SaaS and PaaS revenue increased by **$35.9 million (15%)**, driven by new customer go-lives and higher transaction volumes[130](index=130&type=chunk)[135](index=135&type=chunk) - License revenue decreased by **$8.9 million (14%)** due to license renewal timing and the relative size of new license and capacity events[133](index=133&type=chunk) - Maintenance revenue increased by **$1.7 million (3%)**, primarily due to consumer price index uplifts on contracted maintenance[134](index=134&type=chunk)[136](index=136&type=chunk) [Operating Expenses (Three Months)](index=33&type=section&id=Operating%20Expenses) Analysis of operating expenses for the three months ended June 30, 2025, showing increases in Cost of Revenue, R&D, Selling and Marketing, and General and Administrative, partially offset by a decrease in Depreciation and Amortization | Expense Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Cost of Revenue | $234,800 | $203,238 | $31,562 | 16% | | Research and Development | $41,107 | $35,410 | $5,697 | 16% | | Selling and Marketing | $28,741 | $28,551 | $190 | 1% | | General and Administrative | $37,651 | $24,993 | $12,658 | 51% | | Depreciation and Amortization | $24,101 | $27,586 | $(3,485) | (13)% | - Cost of revenue increased by **$31.6 million (16%)**, mainly due to higher payment card interchange and personnel expenses[141](index=141&type=chunk)[143](index=143&type=chunk) - General and administrative expenses surged by **$12.7 million (51%)**, including **$5.1 million** for cost reduction strategies and higher personnel and professional fees[148](index=148&type=chunk)[151](index=151&type=chunk) - Depreciation and amortization decreased by **$3.5 million (13%)** due to fully amortized intangibles[149](index=149&type=chunk) [Other Income and Expense (Three Months)](index=35&type=section&id=Other%20Income%20and%20Expense) Review of other income and expense items for the three months ended June 30, 2025, including interest expense, interest income, and other net items | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Interest Expense | $(14,527) | $(18,471) | $3,944 | (21)% | | Interest Income | $3,934 | $3,953 | $(19) | 0% | | Other, Net | $(6,393) | $1,156 | $(7,549) | (653)% | - Interest expense decreased by **$3.9 million (21%)** due to lower comparative debt balances and decreased interest rates[152](index=152&type=chunk) - Other, net shifted from an income of **$1.2 million** in 2024 to an expense of **$6.4 million** in 2025, primarily due to foreign currency transaction losses and a **$1.1 million** loss on extinguishment of debt[154](index=154&type=chunk) [Income Taxes (Three Months)](index=35&type=section&id=Income%20Taxes) Brief reference to income tax details provided in Note 10 of the financial statements - Income tax expense for the three months ended June 30, 2025, was **$5.67 million**, down from **$9.45 million** in the prior year[127](index=127&type=chunk) - The effective tax rate for the three months ended June 30, 2025, was **32%**[99](index=99&type=chunk) [Six Month Period Ended June 30, 2025 Compared to the Six Month Period Ended June 30, 2024](index=36&type=section&id=Six%20Month%20Period%20Ended%20June%2030,%202025%20Compared%20to%20the%20Six%20Month%20Period%20Ended%20June%2030,%202024) This subsection analyzes the financial results for the six months ended June 30, 2025, compared to the same period in 2024, detailing changes in revenue streams, operating expenses, and net income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Revenues | $795,823 | $689,498 | $106,325 | 15% | | Operating Income | $93,374 | $63,261 | $30,113 | 48% | | Net Income | $71,072 | $23,136 | $47,936 | 207% | - Total revenue increased by **$106.3 million (15%)** year-over-year, with foreign currency impact being not meaningful[158](index=158&type=chunk) - Operating income increased by **$30.1 million (48%)** and net income significantly increased by **$47.9 million (207%)**, driven by strong revenue growth and a positive shift in 'Other, net' income[157](index=157&type=chunk)[175](index=175&type=chunk) [Revenues (Six Months)](index=36&type=section&id=Revenues) Revenue analysis for the six months ended June 30, 2025, showing strong growth across all revenue streams, particularly in License revenue | Revenue Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | SaaS and PaaS | $508,341 | $451,131 | $57,210 | 13% | | License | $141,204 | $95,555 | $45,649 | 48% | | Maintenance | $99,063 | $96,487 | $2,576 | 3% | | Services | $47,215 | $46,325 | $890 | 2% | - License revenue increased significantly by **$45.6 million (48%)**, driven by the relative size of new license and capacity events[160](index=160&type=chunk)[164](index=164&type=chunk) - SaaS and PaaS revenue increased by **$57.2 million (13%)**, primarily due to new customer go-lives and higher transaction volumes[159](index=159&type=chunk)[164](index=164&type=chunk) [Operating Expenses (Six Months)](index=37&type=section&id=Operating%20Expenses) Analysis of operating expenses for the six months ended June 30, 2025, showing increases across most categories, particularly Cost of Revenue and General and Administrative, with a decrease in Depreciation and Amortization | Expense Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Cost of Revenue | $448,178 | $394,345 | $53,833 | 14% | | Research and Development | $80,015 | $70,403 | $9,612 | 14% | | Selling and Marketing | $60,927 | $55,301 | $5,626 | 10% | | General and Administrative | $65,243 | $50,993 | $14,250 | 28% | | Depreciation and Amortization | $48,086 | $55,195 | $(7,109) | (13)% | - Cost of revenue increased by **$53.8 million (14%)**, primarily due to higher payment card interchange and personnel expenses[166](index=166&type=chunk)[173](index=173&type=chunk) - General and administrative expenses increased by **$14.3 million (28%)**, driven by higher personnel and professional fees, including a **$6.1 million** increase in stock-based compensation[169](index=169&type=chunk)[174](index=174&type=chunk) - Depreciation and amortization decreased by **$7.1 million (13%)** due to fully amortized intangibles[170](index=170&type=chunk) [Other Income and Expense (Six Months)](index=38&type=section&id=Other%20Income%20and%20Expense) Review of other income and expense items for the six months ended June 30, 2025, highlighting a significant gain from the sale of an equity investment | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Interest Expense | $(29,210) | $(37,481) | $8,271 | (22)% | | Interest Income | $7,998 | $7,962 | $36 | 0% | | Other, Net | $17,347 | $(869) | $18,216 | 2096% | - Interest expense decreased by **$8.3 million (22%)** due to lower comparative debt balances and decreased interest rates[171](index=171&type=chunk) - Other, net significantly improved from an expense of **$0.9 million** in 2024 to an income of **$17.3 million** in 2025, primarily driven by a **$25.9 million** gain on the sale of an equity method investment[175](index=175&type=chunk) [Income Taxes (Six Months)](index=39&type=section&id=Income%20Taxes) Brief reference to income tax details provided in Note 10 of the financial statements - Income tax expense for the six months ended June 30, 2025, was **$18.44 million**, up from **$9.74 million** in the prior year[157](index=157&type=chunk) - The effective tax rate for the six months ended June 30, 2025, was **21%**[99](index=99&type=chunk) [Segment Results](index=39&type=section&id=Segment%20Results) This section summarizes the financial performance of the Payment Software and Biller segments, highlighting changes in revenue and Segment Adjusted EBITDA for both the three and six-month periods | Segment (in thousands) | 3 Months Ended June 30, 2025 Revenue | 3 Months Ended June 30, 2024 Revenue | 6 Months Ended June 30, 2025 Revenue | 6 Months Ended June 30, 2024 Revenue | | :--------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Payment Software | $179,343 | $181,666 | $380,068 | $322,823 | | Biller | $221,915 | $191,813 | $415,755 | $366,675 | | Segment (in thousands) | 3 Months Ended June 30, 2025 Adj. EBITDA | 3 Months Ended June 30, 2024 Adj. EBITDA | 6 Months Ended June 30, 2025 Adj. EBITDA | 6 Months Ended June 30, 2024 Adj. EBITDA | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Payment Software | $83,278 | $94,587 | $189,839 | $146,876 | | Biller | $39,785 | $37,435 | $70,680 | $68,172 | - Payment Software revenue decreased by **$2.3 million** for the three months but increased by **$57.2 million** for the six months, primarily due to license and capacity revenue growth[178](index=178&type=chunk)[180](index=180&type=chunk) - Biller revenue increased by **$30.1 million** for the three months and **$49.1 million** for the six months, driving Segment Adjusted EBITDA growth despite increased operating expenses[179](index=179&type=chunk)[181](index=181&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity needs, sources of funds, available liquidity, and activities related to its stock repurchase program and cash flows - Primary liquidity needs include funding operating expenses, debt requirements, acquisitions, capital expenditures, and lease payments, expected to be met by cash flow from operations, cash equivalents, and revolving credit facility[182](index=182&type=chunk) | Available Liquidity (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $189,697 | $216,394 | | Availability under revolving credit facility | $338,100 | $528,100 | | **Total liquidity** | **$527,797** | **$744,494** | - Total liquidity decreased by **$216.7 million**, primarily due to increased borrowings on the revolving credit facility used to redeem the 2026 Notes[184](index=184&type=chunk) - The company repurchased **2,713,799 shares** for **$134.7 million** during the six months ended June 30, 2025, with **$223.5 million** remaining authorized under the stock repurchase program[187](index=187&type=chunk) [Cash Flows](index=40&type=section&id=Cash%20Flows) Detailed analysis of cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, compared to the same period in 2024 | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Operating activities | $128,018 | $178,258 | | Investing activities | $29,553 | $(23,978) | | Financing activities | $(129,543) | $(170,273) | - Operating cash flows decreased by **$50.2 million**, mainly due to lower customer receipt collections and higher income taxes paid[190](index=190&type=chunk) - Investing activities generated a net inflow of **$29.6 million**, a significant improvement from a **$24.0 million** outflow in the prior year, primarily due to proceeds from the sale of an equity investment[193](index=193&type=chunk) - Financing activities resulted in a net outflow of **$129.5 million**, a decrease from **$170.3 million** in the prior year, influenced by debt redemptions, new borrowings, and stock repurchases[195](index=195&type=chunk) [Contractual Obligations and Commercial Commitments](index=41&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section states that there have been no material changes to contractual obligations and commercial commitments since the last Form 10-K, other than those disclosed in Note 3, Debt - No material changes to contractual obligations and commercial commitments for the six months ended June 30, 2025, beyond those detailed in Note 3, Debt[196](index=196&type=chunk) [Critical Accounting Estimates](index=41&type=section&id=Critical%20Accounting%20Estimates) This section reiterates the critical accounting policies and estimates, including revenue recognition, intangible assets and goodwill, stock-based compensation, and accounting for income taxes, noting no significant changes during the period - Critical accounting policies and estimates include Revenue Recognition, Intangible Assets and Goodwill, Stock-Based Compensation, and Accounting for Income Taxes[198](index=198&type=chunk)[204](index=204&type=chunk) - There were no significant changes to critical accounting policies and estimates during the six months ended June 30, 2025[198](index=198&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=42&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses the company's exposure to market risks, primarily related to fluctuations in foreign currency exchange rates and interest rates, and quantifies the potential impact of these risks - No material changes to market risk for the six months ended June 30, 2025, excluding the impact of interest rate changes, inflationary pressures, and global financial market uncertainty[199](index=199&type=chunk) - A hypothetical **10%** increase or decrease in effective interest rates would increase or decrease interest income by **$0.3 million** annually[200](index=200&type=chunk) - For the **$903.8 million** outstanding under the Credit Facility (floating rate of **6.17%** as of June 30, 2025), a hypothetical **10%** increase or decrease in effective interest rates would change interest expense by approximately **$5.6 million**[201](index=201&type=chunk) - The company does not engage in foreign currency hedging transactions or hold derivative financial instruments for speculation[199](index=199&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=42&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2025[202](index=202&type=chunk) - There have been no material changes in internal control over financial reporting during the quarter ended June 30, 2025[203](index=203&type=chunk) PART II – OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=43&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section states that the company is not currently a party to any legal proceedings that are likely to have a material adverse effect on its financial condition or results of operations - The company is not involved in any legal proceedings that are expected to have a material adverse effect on its financial condition or results of operations[205](index=205&type=chunk) [ITEM 1A. RISK FACTORS](index=43&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section indicates that there have been no material changes to the risk factors previously disclosed in the company's annual report on Form 10-K - No material changes to the risk factors disclosed in the Form 10-K for the fiscal year ended December 31, 2024[206](index=206&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=43&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section provides information on the company's common stock repurchases during the three months ended June 30, 2025, under its authorized stock repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--------------------------------- | :----------------------------- | :--------------------------- | | April 1, 2025 through April 30, 2025 | 899,556 | $52.09 | | May 1, 2025 through May 31, 2025 | 1,266,817 | $47.69 | | June 1, 2025 through June 30, 2025 | 543,950 | $46.42 | | **Total** | **2,710,323** | | - The company repurchased **2,710,323 shares** of common stock during the three months ended June 30, 2025[207](index=207&type=chunk) - As of June 30, 2025, approximately **$223.5 million** remained authorized for purchase under the stock repurchase program[207](index=207&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=44&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there are no defaults upon senior securities to report [ITEM 4. MINE SAFETY DISCLOSURES](index=44&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section states that mine safety disclosures are not applicable to the company [ITEM 5. OTHER INFORMATION](index=44&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section provides updates on Rule 10b5-1 plans and changes to equity award agreements for executive leadership - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[211](index=211&type=chunk) - The Board approved new forms of Restricted Share Unit (RSU) and Performance Share Award (PSA) agreements for executive leadership, revising the definition of retirement and applying retirement treatment only after six months from the grant date[212](index=212&type=chunk) - An omnibus amendment was approved for former CFO Scott Behrens's outstanding RSUs and PSAs, incorporating the revised retirement provision and specifying settlement timing[214](index=214&type=chunk) [ITEM 6. EXHIBITS](index=45&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, equity award agreements, and certifications - The exhibits include various corporate documents, equity award agreements (e.g., Form of Performance Share Award Agreement, Form of Executive Restricted Share Unit Award Agreement), and certifications (e.g., Section 302 and 906 certifications)[216](index=216&type=chunk) [SIGNATURE](index=46&type=section&id=SIGNATURE) This section contains the signature of the registrant, ACI Worldwide, Inc., by its Principal Financial Officer, Robert W. Leibrock, certifying the filing of the report - The report is signed by Robert W. Leibrock, Executive Vice President, Chief Financial Officer, and Chief Accounting Officer of ACI Worldwide, Inc., on August 7, 2025[220](index=220&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-27512 CSG SYSTEMS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to . Commission file number 0-23695 BROOKLINE BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 04-3402944 (I.R.S. Employer Ident ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________. Commission file number: 1-12997 Maximus, Inc. | (Exact name of registrant as specified in its charter) Virginia | 54-100 ...

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 001-41459 SILGAN HOLDINGS INC. (Exact name of Registrant as specified in its charter) Delaware 06-1 ...

For the quarterly period ended June 30, 2025 or ◻ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-24649 REPUBLIC BANCORP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Em ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13057 Ralph Lauren Corporation (Exact name of registrant as specified in its charter) Delaware 13-2622036 Indicate by check mark whether the registrant has submit ...

NEWS RELEASE Sempra Reports Second-Quarter 2025 Results SAN DIEGO, Aug. 7, 2025 — Sempra (NYSE: SRE) today reported second-quarter 2025 earnings, prepared in accordance with Generally Accepted Accounting Principles (GAAP), of $461 million or $0.71 per diluted share, compared to second-quarter 2024 GAAP earnings of $713 million or $1.12 per diluted share. On an adjusted basis, second-quarter 2025 earnings were $583 million or $0.89 per diluted share, compared to $567 million or $0.89 per diluted share in 202 ...

[Part I - Financial Information](index=4&type=section&id=Part%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited consolidated financial statements, management's analysis of financial condition and operations, market risk disclosures, and internal controls for the period ended June 30, 2025 [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's unaudited consolidated financial statements for Q2 2025 show a decrease in total assets and revenue, offset by increased net income and stable shareholders' equity Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $345,721 | $611,639 | | Goodwill & Intangibles, net | $1,736,910 | $1,753,790 | | **Total Assets** | **$2,535,034** | **$2,831,036** | | **Total Current Liabilities** | $366,869 | $625,516 | | Long-term Debt | $1,433,459 | $1,466,021 | | **Total Liabilities** | **$1,896,366** | **$2,210,118** | | **Total Shareholders' Equity** | **$638,668** | **$620,918** | Consolidated Statements of Comprehensive Income Highlights (in thousands, except per share) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $521,262 | $537,816 | $1,057,733 | $1,072,770 | | Gross Profit | $279,264 | $288,790 | $560,311 | $572,327 | | Operating Income | $60,791 | $59,309 | $108,859 | $103,530 | | **Net Income** | $22,422 | $20,497 | $36,469 | $31,327 | | **Diluted EPS** | $0.50 | $0.46 | $0.80 | $0.70 | Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $101,374 | $66,222 | | Net cash used by investing activities | ($44,275) | ($43,938) | | Net cash used by financing activities | ($326,257) | ($398,609) | | **Net change in cash & equivalents** | **($267,674)** | **($380,029)** | [Note 2: New Accounting Pronouncements](index=9&type=section&id=Note%202%3A%20New%20Accounting%20Pronouncements) The company is evaluating the impact of new Accounting Standards Updates related to income tax, expense disaggregation, and credit losses, effective in future periods - The company is currently evaluating the potential impact of several new Accounting Standards Updates (ASUs) related to income tax disclosures (ASU 2023-09), disaggregation of income statement expenses (ASU 2024-03), and measurement of credit losses (ASU 2025-05), with these standards effective in future periods (2025, 2027, and 2026, respectively)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) [Note 6: Acquisition and Divestitures](index=15&type=section&id=Note%206%3A%20Acquisition%20and%20Divestitures) The company acquired JPMorgan Chase Bank's CheckMatch business for $25 million and completed the exit of its U.S. and Canadian payroll services business in 2024 - On August 6, 2025, the company acquired certain assets of JPMorgan Chase Bank's CheckMatch electronic check conveyance service business for **$25 million in cash**, intended to enhance the market position and scale of the B2B Payments segment[31](index=31&type=chunk) - The company substantially completed the exit of its U.S. and Canadian payroll and human resources services business in 2024, resulting in a gain of **$23.0 million** in the first six months of 2024, with no corresponding gain in 2025[33](index=33&type=chunk)[34](index=34&type=chunk) [Note 8: Restructuring and Integration Expense](index=16&type=section&id=Note%208%3A%20Restructuring%20and%20Integration%20Expense) The company's multi-year 'North Star program' aims to accelerate EBITDA growth and reduce debt, incurring $108 million in expenses to date - The company is actively pursuing its "North Star program," a multi-year plan to accelerate EBITDA growth, increase cash flow, and reduce debt, involving organizational redesign, process automation, and consolidating back-office functions[39](index=39&type=chunk) Restructuring and Integration Expense (in thousands) | Period | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Expense** | $4,236 | $11,029 | $12,656 | $25,766 | - To date, approximately **$108 million** in expenses have been incurred for the North Star program, with an additional **$5 million** expected in 2025, and the majority of associated employee reductions are expected to be completed by early 2026[39](index=39&type=chunk)[41](index=41&type=chunk) [Note 11: Debt](index=18&type=section&id=Note%2011%3A%20Debt) The company's total principal debt was $1.49 billion as of June 30, 2025, with compliance across all debt covenants and $390.1 million available under its revolving credit facility Debt Composition (in thousands) | Debt Instrument | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Senior secured term loan facility | $480,167 | $500,000 | | Senior unsecured notes | $475,000 | $475,000 | | Senior secured notes | $450,000 | $450,000 | | **Total Principal Amount** | **$1,487,667** | **$1,521,917** | - As of June 30, 2025, the company was in compliance with all debt covenants, which include maintaining specific consolidated total leverage, secured leverage, and interest coverage ratios[50](index=50&type=chunk)[51](index=51&type=chunk) - The company had **$390.1 million** available for borrowing under its **$400 million** revolving credit facility as of June 30, 2025[53](index=53&type=chunk) [Note 13: Business Segment Information](index=21&type=section&id=Note%2013%3A%20Business%20Segment%20Information) The company operates four reportable segments—Merchant Services, B2B Payments, Data Solutions, and Print—with performance evaluated based on adjusted EBITDA - The company operates four reportable segments: Merchant Services, B2B Payments, Data Solutions, and Print, with performance evaluated by the Chief Operating Decision Maker (CODM) based on adjusted EBITDA[66](index=66&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk) Segment Revenue (Six Months Ended June 30, in thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Merchant Services | $199,173 | $195,004 | | B2B Payments | $141,137 | $139,648 | | Data Solutions | $145,056 | $117,104 | | Print | $572,351 | $612,079 | | **Total Reportable Segments** | **$1,057,717** | **$1,063,835** | Segment Adjusted EBITDA (Six Months Ended June 30, in thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Merchant Services | $43,115 | $40,625 | | B2B Payments | $28,937 | $27,273 | | Data Solutions | $40,060 | $30,665 | | Print | $181,186 | $184,819 | | **Total Reportable Segments** | **$293,298** | **$283,382** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes H1 2025 results to North Star initiatives, showing decreased revenue but increased net income and adjusted EBITDA, with strong liquidity [Executive Overview](index=25&type=section&id=Executive%20Overview) The company's strategy, supported by the 'North Star program,' focuses on growth investments to accelerate profit growth, increase cash flow, and reduce debt - The company's strategy is focused on growth investments to drive scale and accelerate profit growth faster than revenue growth, supported by the "North Star program" which aims to enhance shareholder value by accelerating adjusted EBITDA growth, increasing cash flow, reducing debt, and improving the leverage ratio[81](index=81&type=chunk) Financial Highlights (First Half 2025 vs. First Half 2024) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | $1.06 billion | $1.07 billion | ($15 million) | | Net Income | $36 million | $31 million | +$5 million | | Adjusted EBITDA | $207 million | $204 million | +$3 million | | Adjusted EBITDA Margin | 19.5% | 19.0% | +0.5 pts | | Net Cash from Operations | $101 million | $66 million | +$35 million | | Free Cash Flow | $52 million | $18 million | +$34 million | - The company is actively monitoring market conditions, including interest rates (**62% of debt is fixed-rate**), inflation (mitigated by price increases), and trends in consumer spending, which has shown some softness in discretionary categories[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) [Consolidated Results of Operations](index=27&type=section&id=Consolidated%20Results%20of%20Operations) H1 2025 revenue decreased due to business exits and secular declines, while SG&A expenses decreased, and the effective income tax rate improved - Total revenue for H1 2025 decreased by **1.4%** YoY, driven by business exits (**$9 million** impact), soft demand for promotional products, and secular declines in checks and forms, partially offset by strong demand in data-driven marketing services, which grew by **$28 million**[93](index=93&type=chunk)[94](index=94&type=chunk) - SG&A expense decreased by **6.0%** in H1 2025 due to cost management actions, workforce adjustments, lower amortization, and a **$6 million** decrease in bad debt expense[100](index=100&type=chunk) - The effective income tax rate for H1 2025 decreased to **28.4%** from **33.7%** in H1 2024, benefiting from lower tax impacts from foreign operations and non-deductible compensation[106](index=106&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (Six Months Ended June 30, in thousands) | Line Item | 2025 | 2024 | | :--- | :--- | :--- | | Net income | $36,469 | $31,327 | | Adjustments (Depreciation, Amortization, Interest, Taxes, etc.) | $170,163 | $172,517 | | **Adjusted EBITDA** | **$206,632** | **$203,844** | [Segment Results](index=33&type=section&id=Segment%20Results) Merchant Services, B2B Payments, and Data Solutions segments showed revenue and adjusted EBITDA margin growth, while Print revenue declined but improved its margin - **Merchant Services:** H1 2025 revenue grew **2.1%** to **$199.2 million**, and adjusted EBITDA margin improved to **21.6%** from **20.8%**, driven by pricing actions and volume growth from government and banking clients[123](index=123&type=chunk) - **B2B Payments:** H1 2025 revenue increased **1.1%** to **$141.1 million**, with adjusted EBITDA margin rising to **20.5%** from **19.5%**, due to new client onboarding and price increases[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - **Data Solutions:** H1 2025 revenue saw strong growth of **23.9%** to **$145.1 million**, and adjusted EBITDA margin expanded to **27.6%** from **26.2%**, fueled by high demand for customer acquisition marketing from financial institutions[128](index=128&type=chunk) - **Print:** H1 2025 revenue declined **6.5%** to **$572.4 million** due to softer demand for promotional products and secular declines in checks, however, adjusted EBITDA margin increased to **31.7%** from **30.2%** due to pricing actions, cost management, and lower bad debt expense[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) [Cash Flows, Liquidity, and Capital Resources](index=35&type=section&id=Cash%20Flows%20and%20Liquidity%20and%20Capital%20Resources) Net cash from operating activities and free cash flow significantly increased in H1 2025, with a stable capital structure and available liquidity - Net cash from operating activities increased by **$35 million** in H1 2025 to **$101.4 million**, driven by pricing and cost actions, a **$15 million** reduction in employee bonuses, and lower restructuring spend[134](index=134&type=chunk) - Free cash flow for H1 2025 was **$52.1 million**, a significant increase from **$17.6 million** in H1 2024[134](index=134&type=chunk) Capital Structure (in thousands) | Component | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Fixed Interest Rate Debt | $925,000 | $925,000 | | Floating Interest Rate Debt | $562,667 | $596,917 | | **Total Debt Principal** | **$1,487,667** | **$1,521,917** | | Shareholders' Equity | $638,668 | $620,918 | | **Total Capital** | **$2,126,335** | **$2,142,835** | [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk from variable-rate debt, with a 1% change impacting interest expense by $3 million, while foreign currency risk is minimal - The company is exposed to interest rate risk from its variable-rate debt, where a one percentage point change in interest rates would result in a **$3 million** change in interest expense for the rest of the year as of June 30, 2025[145](index=145&type=chunk) - Foreign currency exchange rate risk is primarily related to Canadian dollar operations but is not considered material to earnings or cash flows[146](index=146&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[147](index=147&type=chunk) - No material changes to internal control over financial reporting were identified during the quarter ended June 30, 2025[148](index=148&type=chunk) [Part II - Other Information](index=38&type=section&id=Part%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and other disclosures for the reporting period [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company maintains adequate reserves for legal claims and does not anticipate any material impact on its financial position or results from current litigation - The company believes that recorded reserves for legal matters are adequate and does not expect any currently identified claims to have a material impact on its financial condition or results of operations[149](index=149&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No significant changes to the company's risk factors have occurred since the Annual Report on Form 10-K for December 31, 2024 - No significant changes to the risk factors disclosed in the 2024 Form 10-K have occurred[150](index=150&type=chunk) [Unregistered Sales of Equity Securities and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company did not repurchase shares in Q2 2025, with $287 million remaining under its share repurchase authorization - No shares were repurchased in Q2 2025, and the company has **$287 million** remaining under its share repurchase authorization as of June 30, 2025[151](index=151&type=chunk) [Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the second quarter of 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the second quarter of 2025[154](index=154&type=chunk) [Signatures](index=41&type=section&id=Signatures) The report was duly signed on August 7, 2025, by the company's President, CEO, CFO, and Chief Accounting Officer