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The restructuring charges associated with the following plans were recorded in “restructuring and other” on our consolidated statements of income. Accrued restructuring liabilities were included in “accrued expenses and other current liabilities” on our consolidated balance sheets.
Read in the filing ↗ Also in 10-Q of Jul 29, 2025, 10-Q of Oct 28, 2025, 10-Q of May 5, 2026, 10-Q of Jul 28, 2026, 10-Q of Oct 27, 2026
For information on restructuring plans completed prior to 2025 as well as the restructuring liabilities associated with the 2Q 2025 Plan, see “Note 17 - Restructuring and Other” in the notes to the consolidated financial statements included in this Form 10-K.
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Restructuring and other primarily consist of restructuring expenses, asset impairment charges, gain on sale of divested business, and losses on loans and interest receivable, held for sale.
Read in the filing ↗ Also in 10-K of Feb 3, 2026
For information on the associated restructuring liabilities, see “Note 17 - Restructuring and Other” in the notes to the consolidated financial statements included in this Form 10-K.
Read in the filing ↗ Also in 10-Q of Jul 29, 2025, 10-Q of Oct 28, 2025, 10-Q of May 5, 2026, 10-Q of Jul 28, 2026, 10-Q of Oct 27, 2026
(1) Restructuring includes any stock-based compensation associated with the restructuring activities. The three months ended March 31, 2024 includes $38 million of stock-based compensation expenses.
Read in the filing ↗ Also in 8-K of Jul 29, 2025, 8-K of Oct 28, 2025, 8-K of Feb 3, 2026
(2) Beginning in 2024, restructuring includes any stock-based compensation associated with the restructuring activities. The three months ended June 30, 2024 include $22 million of stock-based compensation expense.
Read in the filing ↗ Also in 8-K of Oct 29, 2024, 8-K of Feb 4, 2025, 8-K of Apr 30, 2024
Restructuring. These consist of expenses related to workforce reduction including employee severance and benefits costs and stock-based compensation expense, real estate and facilities charges, other asset impairments, accelerated depreciation charges, and other restructuring costs including non- recurring third party costs. The company excludes significant restructuring charges primarily because management does not believe they are reflective of ongoing operating results as they are not normal, recurring cash operating expenses necessary to operate our business.
Read in the filing ↗ Also in 8-K of Oct 28, 2025, 8-K of Feb 3, 2026, 8-K of May 5, 2026, 8-K of Jul 28, 2026, 8-K of Oct 27, 2026
The following table summarizes the associated restructuring charges (reversals):
Read in the filing ↗ Also in 10-Q of Oct 27, 2026
Estimated non-GAAP amounts for the twelve months ending December 31, 2024 reflect adjustments of approximately $490 million, ○ including restructuring charges of $175 million in Q1’24 and additional estimated restructuring charges of approximately $70 million to $90 million in Q2’24.
Read in the filing ↗ Also in 8-K of Jul 30, 2024
Restructuring. These consist of expenses related to workforce reduction and include employee severance and benefits costs, real estate and facilities charges, stock-based compensation expense, and other exit and disposal costs. The company excludes significant restructuring charges primarily because management does not believe they are reflective of ongoing operating results.
Read in the filing ↗ Also in 8-K of Oct 29, 2024, 8-K of Feb 4, 2025, 8-K of Apr 29, 2025
(1) ROU lease asset impairment. Refer to “Note 17 - Restructuring and Other” for further details.
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The following table summarizes the restructuring reserve activity during the year ended December 31, 2024:
Read in the filing ↗ Also in 10-K of Feb 3, 2026, 10-K of Feb 3, 2026
Restructuring and other increased $3 million and decreased $143 million in the three and six months ended June 30, 2025, respectively, compared to the same periods of the prior year. The decline in the six months ended June 30, 2025 was due primarily to a decline in restructuring charges compared to the prior period.
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The following table summarizes the restructuring reserve activity during the six months ended June 30, 2025:
Read in the filing ↗ Also in 10-Q of Jul 29, 2025, 10-Q of Jul 28, 2026
The following table summarizes the restructuring reserve activity during the nine months ended September 30, 2025:
Read in the filing ↗ Also in 10-Q of Oct 28, 2025, 10-Q of Oct 27, 2026, 10-Q of Oct 27, 2026
The following table summarizes the restructuring reserve activity during the three months ended March 31, 2026:
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Restructuring and other increased $522 million in 2024 compared to 2023 primarily resulting from restructuring charges and fair value adjustments on loans and interest receivable, held for sale and a gain on sale of a divested business, in which we recorded a pre-tax gain of $339 million in 2023 with no comparable activity in the current period.
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In connection with this restructuring, we expect to incur employee severance and benefits costs of approximately $ 90 million to $ 100 million, asset impairment and accelerated depreciation charges of approximately $ 40 million to $ 60 million, and other restructuring costs of approximately $ 110 million to $ 140 million over the term of the Q2 2025 Plan. Other restructuring costs relate to process re-engineering and one-time migration to cloud solutions and consist of contractor costs, consulting fees, and prepaid software and maintenance costs without future economic benefit. The timing of activities and cost estimates continue to be developed and are subject to change.
Read in the filing ↗ Also in 10-Q of Oct 28, 2025, 10-K of Feb 3, 2026, 10-Q of May 5, 2026, 10-Q of Jul 28, 2026, 10-Q of Oct 27, 2026, 10-Q of May 5, 2026, 10-Q of Jul 28, 2026, 10-Q of Oct 27, 2026, 10-K of Feb 3, 2026, 10-Q of Jul 29, 2025, 10-Q of Oct 28, 2025
(2) Accrued restructuring liability is included in “accrued expenses and other current liabilities” on our consolidated balance sheets.
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Restructuring and other for the three and six months ended June 30, 2025 and 2024 were as follows (in millions):
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Restructuring and other for the three and nine months ended September 30, 2025 and 2024 were as follows (in millions):
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(1) The three months ended June 30, 2026 include $19 million of stock-based compensation expense associated with restructuring activities.
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Restructuring and other decreased $107 million in 2025 compared to 2024 due primarily to a decrease in restructuring charges of approximately $170 million, partially offset by an increase in net loss of approximately $60 million from fair value adjustments to measure loans and interest receivable, held for sale, at the lower of cost or fair value, and loss on sale of loans and interest receivable previously held for sale.
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Estimated non-GAAP amounts for the three months ending June 30, ○ 2024 reflect adjustments of approximately $150 million, including estimated restructuring charges of approximately $70 million to $90 million.
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The increase in operating expenses was due primarily to an increase in transaction expense and restructuring and other expenses, partially offset by a decline in transaction and credit losses.
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Restructuring and other increased $6 million and decreased $137 million in the three and nine months ended September 30, 2025, respectively, compared to the same periods of the prior year.
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Our operating margin declined, reflecting the unfavorable impact of transaction expense growth and the increase in restructuring and other expenses, partially offset by the decline in transaction and credit losses.
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(2) “Internal legal entity restructuring” includes $ 299 million of U.S. tax attributes generated, which are not more-likely-than-not to be realized, and is offset in “Changes in valuation allowances.”
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(1) Other restructuring costs relate to process reengineering and one-time migration to cloud solutions and consist of contractor costs, consulting fees, and prepaid software and maintenance costs without future economic benefit.
Read in the filing ↗ Also in 10-Q of May 5, 2026, 10-Q of Jul 28, 2026
Employee Severance and Benefits Costs Other Restructuring Costs Total (In millions) Accrued liability as of January 1, 2025 $ — $ — $ — Charges 96 6 102 Payments (44) — (44) Accrued liability as of December 31, 2025 $ 52 $ 6 $ 58
Read in the filing ↗ Also in 10-Q of May 5, 2026, 10-Q of Jul 28, 2026, 10-Q of Oct 27, 2026
During the second quarter of 2025, management undertook a large-scale initiative (the “2Q 2025 Plan”) to reengineer our existing technology infrastructure to improve scalability, reduce network latency, decrease operational costs, and optimize our workforce. The 2Q 2025 Plan is a transformative unified program designed to streamline operations and includes exiting certain data centers to migrate to more efficient cloud-based solutions. The 2Q 2025 Plan is expected to be executed over a period of 18 to 42 months with the workforce component completed in the second quarter of 2026 and the technology infrastructure component expected to be substantially completed in 2028. The associated restructuring charges during the three and nine months ended September 30, 2026 were $9 million and $22 million, respectively, consisting of other restructuring costs. The associated restructuring charges for both the three and nine months ended September 30, 2025 were de minimis and $96 million, respectively, and included employee severance and benefits costs.
Read in the filing ↗ Also in 10-Q of Jul 28, 2026
In the three and six months ended June 30, 2026, we recorded $ 44 million in restructuring charges associated with the strategic reorganization announced in April 2026. These charges were primarily employee severance and benefits costs including stock-based compensation.
Read in the filing ↗ Also in 10-Q of Jul 28, 2026
Total operating expenses increased $1.7 billion, or 7%, in 2024 compared to 2023 due primarily to an increase in transaction expense, and to a lesser extent, restructuring and other, partially offset by a reduction in transaction and credit losses.
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The increase in operating expenses was due primarily to an increase in transaction expense and, to a lesser extent, increases in restructuring and other expenses, and technology and development expense, partially offset by a decline in transaction and credit losses.
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In the fourth quarter of 2023, we completed the sale of Happy Returns and recorded a pre-tax gain of $ 339 million, net of transaction costs, in restructuring and other. For additional information on the divestiture, see “Note 4 - Business Combinations and Divestitures”.
Read in the filing ↗ Also in 10-K of Feb 3, 2026
Total operating expenses increased $635 million, or 2%, in 2025 compared to 2024 due primarily to an increase in transaction expense, sales and marketing expense, and transaction and credit losses, partially offset by a decline in general and administrative expense, and restructuring and other expenses.
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In the three and nine months ended September 30, 2026, we recorded $ 17 million and $ 61 million in restructuring charges associated with the strategic reorganization announced in April 2026. These charges were primarily employee severance and benefits costs, which included stock-based compensation, and consulting costs.
Read in the filing ↗ Also in 10-Q of Oct 27, 2026
During the three and six months ended June 30, 2025, approximately $27 million and $52 million, respectively, of losses were recorded in restructuring and other, which included net loss on sale of loans and interest receivable previously held for sale and fair value adjustments to measure loans and interest receivable, held for sale, at the lower of cost or fair value. During the three and six months ended June 30, 2024, approximately $27 million and $64 million, respectively, of losses were recorded in restructuring and other, which included net loss on sale of loans and interest receivable previously held for sale and fair value adjustments to measure loans and interest receivable, held for sale, at the lower of cost or fair value.
Read in the filing ↗ Also in 10-Q of Jul 29, 2025, 10-Q of Jul 28, 2026, 10-Q of Jul 28, 2026
During the three and nine months ended September 30, 2025, approximately $70 million and $122 million, respectively, of losses were recorded in restructuring and other, which included net loss on sale of loans and interest receivable previously held for sale and fair value adjustments to measure loans and interest receivable, held for sale, at the lower of cost or fair value. During the three and nine months ended September 30, 2024, approximately $28 million and $92 million, respectively, of losses were recorded in restructuring and other, which included net loss on sale of loans and interest receivable previously held for sale and fair value adjustments to measure loans and interest receivable, held for sale, at the lower of cost or fair value.
Read in the filing ↗ Also in 10-Q of Oct 28, 2025
Total operating expenses increased $395 million, or 2%, in the nine months ended September 30, 2025 compared to the same period of the prior year due primarily to an increase in transaction and credit losses and sales and marketing expense partially offset by a decline in restructuring and other expenses.
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Total operating expenses decreased $46 million in the six months ended June 30, 2025 compared to the same period of the prior year due primarily to a decline in transaction expense and restructuring and other expenses, partially offset by an increase in sales and marketing expense and transaction and credit losses.
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Three Months Ended September 30, 2026 (In millions, except percentages) (unaudited) 2025 ────────────────────────────────────────────────────────────────────────────── GAAP operating income $ 1,402 $ 1,520 Amortization of acquired intangible 33 47 assets Restructuring 178 1 Total non-GAAP operating income 211 48 adjustments Non-GAAP operating $ 1,613 $ 1,568 income Transaction margin adjustments: Customer support and 434 447 operations Sales and marketing 485 482 Technology and 829 800 development General and 512 506 administrative Restructuring and 77 68 other Non transaction-related 2,337 2,303 expense Transaction margin 3,950 3,871 dollars Interest on customer 289 321 balances Transaction margin dollars ex-interest $ 3,661 $ 3,550 on customer balances GAAP net revenues $ 8,584 $ 8,417 GAAP operating margin 16 % 18 % Non-GAAP operating 19 % 19 % margin Transaction margin 46 % 46 %
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