What changed in this filing

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Item 1. Financial Statements

2026-07-24 compared with 2026-04-24 · 223 added, 93 removed, 364 unchanged (46% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Operating revenues, excluding fuel surcharge revenues

4 unchanged sentences

Salaries, wages and employee benefits

Depreciation and amortization

Fuel and fuel taxes

Depreciation and amortization

Operating supplies and expenses

15 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

26 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended June 30, 2025 and 2026

Shareholders’

Balances at December 31, 2024

Balances at March 31, 2025

Comprehensive income:

3 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at June 30, 2025

Balances at March 31, 2026

Comprehensive income:

Cash dividend declared and paid ($ 0.45 per share)

Purchase of treasury shares

Share-based compensation

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at June 30, 2026

Six Months Ended June 30, 2025 and 2026

Shareholders’

Balances at December 31, 2024

4 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at March 31, 2026

Balances at June 30, 2025

Balances at December 31, 2025

Comprehensive income:

Cash dividend declared and paid ($ 0.90 per share)

Purchase of treasury shares

Share-based compensation

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at June 30, 2026

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

55 unchanged sentences

Diluted earnings per share reflects the potential dilution that could occur if holders of unvested restricted and performance share units converted their holdings into common stock.

The dilutive effect of restricted and performance share units was 0.7 million shares during the three months ended March 31, 2026, compared to 0.6 million shares during the three months ended March 31, 2025.

The dilutive effect of restricted and performance share units was 0.8 million and 0.7 million shares during the three and six months ended June 30, 2026, compared to 0.5 million and 0.6 million shares during the three and six months ended June 30, 2025.

Share-based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

Restricted share units:

4 unchanged sentences

Performance share unit expense, net of tax

As of March 31, 2026, we had $ 96.8 million and $ 49.5 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted average period of approximately 3.2 years for restricted share units and 2.4 years for performance share units.

During the three months ended March 31, 2026, we issued 43,421 shares for vested restricted share units and 81,508 shares for vested performance share units.

As of June 30, 2026, we had $ 84.2 million and $ 44.0 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted average period of approximately 3.3 years for restricted share units and 2.2 years for performance share units.

During the six months ended June 30, 2026, we issued 43,550 shares for vested restricted share units and 81,508 shares for vested performance share units.

Of this total, 129 shares for vested restricted share units were issued during the second quarter 2026.

Financing Arrangements

Outstanding borrowings, net of unamortized discount and unamortized debt issuance cost, under our current financing arrangements consist of the following (in millions):

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Senior Credit Facility

At March 31, 2026, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

At June 30, 2026, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $ 1.0 billion under a five -year term expiring November 2030 and allows us to request an increase in the revolving line of credit total commitment by up to $ 400 million and to request two one -year extensions of the maturity date.

1 unchanged sentence

The applicable interest rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees.

At March 31, 2026, we had $ 87.1 million outstanding on the revolving line of credit and a $ 475.0 million balance of term loans, at an average interest rate of 4.66 %, under this agreement.

At June 30, 2026, we had $ 54 million outstanding on the revolving line of credit and a $ 350 million balance of term loans, at an average interest rate of 4.61 %, under this agreement.

Our senior notes consist of $ 750 million of 4.90 % senior notes due March 2030, issued in March 2025.

10 unchanged sentences

Our financing arrangements require us to maintain certain covenants and financial ratios.

We were in compliance with all covenants and financial ratios at March 31, 2026.

We were in compliance with all covenants and financial ratios at June 30, 2026.

Capital Stock

During the three months ended March 31, 2026, we purchased approximately 383,000 shares, or $ 80.1 million, of our common stock in accordance with plans authorized by our Board.

At March 31, 2026, we had $ 888.2 million available under an authorized plan to purchase our common stock.

During the six months ended June 30, 2026, we purchased approximately 775,000 shares, or $ 177.8 million of our common stock in accordance with plans authorized by our Board, of which 391,758 shares, or $ 97.8 million, were purchased in the second quarter of 2026.

At June 30, 2026, we had $ 791.4 million available under an authorized plan to purchase our common stock.

On January 22, 2026, our Board of Directors declared a regular quarterly cash dividend of $ 0.45 , which was paid February 20, 2026, to shareholders of record on February 6, 2026.

On April 23, 2026, our Board of Directors declared a regular quarterly dividend of $ 0.45 per common share, which will be paid on May 22, 2026, to shareholders of record on May 8, 2026.

On April 23, 2026, our Board of Directors declared a regular quarterly dividend of $ 0.45 per common share, which was paid May 22, 2026, to shareholders of record on May 8, 2026.

On July 22, 2026, our Board of Directors declared a regular quarterly dividend of $ 0.45 per common share, which will be paid on August 21, 2026, to shareholders of record on August 7, 2026.

Fair Value Measurements

3 unchanged sentences

The following assets are measured at fair value on a recurring basis (in millions):

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Financial Instruments

The carrying amount of our senior credit facility and senior notes was $ 1.30 billion and $ 1.47 billion at March 31, 2026 and December 31, 2025, respectively.

The estimated fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our current borrowing rate, was $ 1.32 billion and $ 1.51 billion at March 31, 2026 and December 31, 2025, respectively.

The carrying amounts of all other instruments at March 31, 2026, approximate their fair value due to the short maturity of these instruments.

Our effective income tax rate was 25.2 % for the three months ended March 31, 2026, compared to 26.5 % for the three months ended March 31, 2025.

The carrying amount of our senior credit facility and senior notes was $ 1.15 billion and $ 1.47 billion at June 30, 2026 and December 31, 2025, respectively.

The estimated fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our current borrowing rate, was $ 1.17 billion and $ 1.51 billion at June 30, 2026 and December 31, 2025, respectively.

The carrying amounts of all other instruments at June 30, 2026, approximate their fair value due to the short maturity of these instruments.

Our effective income tax rate was 25.4 % for the three months ended June 30, 2026, compared to 26.9 % for the three months ended June 30, 2025.

Our effective income tax rate was 25.3 % for the first six months of 2026, compared to 26.7 % in 2025.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

At March 31, 2026, we had a total of $ 69.5 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our Condensed Consolidated Balance Sheets.

At June 30, 2026, we had a total of $ 71.7 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our Condensed Consolidated Balance Sheets.

Of this amount, $ 57.9 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.

The total amount of accrued interest and penalties for such unrecognized tax benefits was $ 15.1 million at March 31, 2026.

The total amount of accrued interest and penalties for such unrecognized tax benefits was $ 16.5 million at June 30, 2026.

Commitments and Contingencies

8 unchanged sentences

Business Segments

We reported five distinct business segments during the three months ended March 31, 2026 and 2025.

We reported five distinct business segments during the six months ended June 30, 2026 and 2025.

These segments included Intermodal (JBI), Dedicated Contract Services® (DCS®), Integrated Capacity Solutions (ICS), Final Mile Services® (FMS), and Truckload (JBT).

2 unchanged sentences

(Excludes intercompany accounts)

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Net Capital Expenditures (1)

For The Three Months Ended

For The Six Months Ended

Total segment net capital expenditures

1 unchanged sentence

Revenues and Operating Income/(Loss)

For The Three Months ended March 31, 2026

For The Three Months ended June 30, 2026

Intersegment Eliminations

6 unchanged sentences

Insurance and claims

General and administrative expenses, net of asset dispositions

General and administrative expenses, including asset dispositions

Other segment items (2)

Total operating expenses

Operating Income/(Loss) (3)

Operating Income (3)

Revenues and Operating Income/(Loss)

For The Three Months ended March 31, 2025

For The Three Months ended June 30, 2025

Intersegment Eliminations

6 unchanged sentences

Insurance and claims

General and administrative expenses, net of asset dispositions

General and administrative expenses, including asset dispositions

Other segment items (2)

Total operating expenses

Operating Income/(Loss) (3)

Operating Income (3)

Revenues and Operating Income/(Loss)

For The Six Months ended June 30, 2026

Intersegment Eliminations

Total operating revenues

Operating expenses:

Rents, purchased transportation, and fuel

Salaries, wages and employee benefits

Depreciation and amortization

Operating supplies and expenses

Insurance and claims

General and administrative expenses, including asset dispositions

Other segment items (2)

Total operating expenses

Operating Income (3)

Revenues and Operating Income/(Loss)

For The Six Months ended June 30, 2025

Intersegment Eliminations

Total operating revenues

Operating expenses:

Rents, purchased transportation, and fuel

Salaries, wages and employee benefits

Depreciation and amortization

Operating supplies and expenses

Insurance and claims

General and administrative expenses, including asset dispositions

Other segment items (2)

Total operating expenses

Operating Income (3)

Net capital expenditures report the additions to property and equipment, net of proceeds from the sale of property and equipment.

70 unchanged sentences

RESULTS OF OPERATIONS

Comparison of Three Months Ended March 31, 2026 to Three Months Ended March 31, 2025

Comparison of Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025

Summary of Operating Segment Results

For the Three Months Ended March 31,

For the Three Months Ended June 30,

(in millions)

3 unchanged sentences

Inter-Segment eliminations

Total consolidated operating revenues were $3.06 billion for the first quarter 2026, a 5% increase from $2.92 billion in the first quarter 2025.

This increase was primarily the result of higher load volumes in JBI, JBT, and ICS, increased revenue per load in ICS and JBT, and improved productivity in DCS, when compared to the first quarter 2025.

Total consolidated operating revenue excluding fuel surcharge revenue increased 3% compared to the first quarter 2025.

JBI segment revenue increased 2% to $1.50 billion during the first quarter 2026, compared with $1.47 billion in 2025.

Load volumes during the first quarter 2026 increased 3% compared to the same period 2025, with gross revenue per load remaining relatively flat, which is determined by the combination of customer rates, fuel surcharges and freight mix.

Eastern network loads increased 7% reflecting increased customer demand to convert over-the-road shipments to intermodal in that region, while transcontinental load volume remained flat compared to the first quarter 2025.

Revenue per load excluding fuel surcharge revenue decreased 2% compared to the first quarter 2025.

JBI segment operating income increased 21%, to $114.5 million in the first quarter 2026, from $94.4 million in 2025.

The increase is primarily due to increased network efficiency, higher productivity in our drayage operations, and improvements associated with our overall cost management initiatives, partially offset by disruptions from severe winter weather and higher insurance premium and claims expense, when compared to the first quarter 2025.

Total consolidated operating revenues were $3.50 billion for second quarter 2026, a 19% increase from $2.93 billion in the second quarter 2025.

Second quarter 2026 operating revenues benefited primarily from higher volumes in JBI, ICS and JBT, increased DCS productivity, and increased revenue per load in JBI, ICS, and JBT when compared to the second quarter 2025.

These increases were partially offset by a decrease in FMS stops.

Total consolidated operating revenue, excluding fuel surcharge revenue, increased 11%, when compared to the second quarter 2025.

JBI segment revenue increased 22% to $1.75 billion during the second quarter 2026, compared with $1.44 billion in 2025.

Load volumes during the second quarter 2026 increased 10% over the same period 2025 and gross revenue per load increased 11%, compared to a year ago.

Transcontinental loads increased 5% during the second quarter 2026, while Eastern network load volume increased 16% compared to the second quarter 2025 reflecting increased demand for our intermodal service during the quarter driven by the strong value proposition it presents for customers facing higher fuel prices and constrained driver and capacity availability in other transportation modes.

Revenue per load, excluding fuel surcharge revenue, increased 1% compared to the second quarter 2025.

JBI segment operating income increased 58% to $150.9 million in the second quarter 2026 from $95.7 million in 2025.

The increase is primarily due to strong volume growth, increased productivity in the dray network, lower proportion of empty container moves, lower container storage costs, and continued execution on initiatives to lower our cost to serve.

These improvements were partially offset by increased insurance premium and claims expense and higher professional driver expense, compared to the same period 2025.

The current quarter ended with approximately 124,200 units of trailing capacity and 6,200 power units assigned to the dray fleet.

DCS segment revenue increased 2% to $841 million in the first quarter 2026 from $822 million in 2025.

The average number of revenue producing trucks was consistent with the first quarter 2025, while productivity, defined as revenue per truck per week, increased 2% when compared to the prior year period.

Productivity excluding fuel surcharges increased 1%, primarily due to contractual index-based rate increases.

DCS segment operating income increased 9% to $87.4 million in the first quarter 2026, from $80.3 million in 2025.

The increase is primarily due to increased revenue, lower equipment-related costs, continued execution on the initiative to lower our cost to serve, and the maturing of new business onboarded over the past year, partially offset by increased personnel-related costs and higher insurance premium expense when compared to the first quarter 2025.

ICS segment revenue increased 20% to $323 million in the first quarter 2026, from $268 million in 2025.

Overall volumes increased 10% compared to the first quarter 2025.

Revenue per load increased 9%, primarily due to higher contractual and spot customer rates compared to first quarter 2025.

Contractual business represented approximately 67% of total load volume and 66% of total revenue in the first quarter 2026, compared to 65% and 63%, respectively, in 2025.

ICS segment operating loss was $4.7 million in the first quarter 2026, compared to an operating loss of $2.7 million in 2025.

The decline in operating performance is primarily due to a 6% decrease in gross profit, driven by increased purchased transportation costs compared to the prior year period.

Gross profit margin decreased to 12.0% in the first quarter 2026, compared to 15.3% in the first quarter 2025.

Excluding purchased transportation expense, ICS operating expense decreased 1% compared to the first quarter 2025.

FMS segment revenue decreased 6% to $188 million in the first quarter 2026 from $201 million in 2025, primarily due to the impact of lost business and the effects of demand stabilization, marginally offset by the addition of multiple new customer contracts implemented over the past year and internal efforts to improve revenue quality across certain accounts.

FMS segment operating income increased 53% to $7.2 million in the first quarter 2026 compared to $4.7 million in 2025.

This increase was primarily due to improved revenue quality, decreased personnel-related costs, and decreased insurance claim expense compared to the first quarter of 2025.

JBT segment revenue totaled $205 million for the first quarter 2026, an increase of 23% from $167 million in first quarter 2025.

Revenue excluding fuel surcharge revenue increased 23% primarily due to a 19% increase in load volume and a 3% increase in revenue per load excluding fuel surcharge revenue compared to first quarter 2025.

Trailer turns in the first quarter 2026 increased 15% compared to first quarter 2025 due to increased asset utilization and improvements in network balance and velocity.

JBT average effective trailer count increased to 12,515 in the first quarter 2026, compared to 12,096 in 2025.

At the end of the first quarter 2026, the JBT power fleet consisted of 1,881 tractors, compared to 1,852 tractors in 2025.

JBT segment operating income increased 33% to $2.7 million in 2026, compared with $2.0 million during first quarter 2025.

This increase was primarily due to continued focus on cost management and productivity, reduced personnel-related expenses, and lower equipment-related expenses as a percentage of gross revenue, partially offset by an increase in purchased transportation costs.

DCS segment revenue increased 9% to $921 million in the second quarter 2026 from $847 million in 2025.

Productivity, defined as revenue per truck per week, increased 9%, while average truck count was flat when compared to the second quarter 2025.

Productivity, excluding fuel surcharge revenue, increased 2%, primarily due to contractual index-based rate increases.

On a net basis, revenue-producing trucks in the fleet at the end of the second quarter 2026 increased by five trucks compared to the prior-year period.

Customer retention rates are approximately 96%.

DCS segment operating income increased 9% to $102.5 million in the second quarter 2026, from $93.7 million in 2025.

The increase is primarily due to increased revenue, lower group medical benefit expenses, and continued progress on the initiative to lower our cost to serve, partially offset by increased insurance premium and equipment-related costs and increased new business onboarding costs over the past year.

ICS segment revenue increased 49% to $388 million in the second quarter 2026, from $260 million in 2025.

Overall volumes increased 19% compared to the second quarter 2025, while revenue per load increased 26%, primarily due to higher rates across both contractual and spot volume.

Contractual business represented approximately 65% of total load volume and 63% of total revenue in the second quarter 2026, compared to 62% and 63%, respectively, in 2025.

The ICS segment had operating income of $1.7 million in the second quarter 2026, compared to an operating loss of $3.6 million in 2025.

The increase in operating results is primarily due to a 21% increase in gross profit, driven by higher revenue per load and volume.

Gross profit margin decreased to 12.5% in the second quarter 2026, compared to 15.5% in 2025 due to increased purchased transportation expense as third party capacity has tightened across the industry.

FMS segment revenue decreased 6% to $198 million in the second quarter 2026 from $211 million in 2025, primarily due to the impact of lost business due to the ongoing internal efforts to improve revenue quality and profitability across certain accounts, partially offset by demand stabilization across many of the end markets served and the implementation of new customer contracts awarded over the past year.

FMS segment operating income decreased 30% to $5.6 million in the second quarter of 2026 compared to $8.0 million in 2025.

This decrease was primarily due to lower revenue and increased purchased transportation expense compared to the second quarter 2025.

The decrease in operating income was partially offset by lower claims and facility rental expenses, as well as continued progress on the initiative to lower our cost to serve.

JBT segment revenue increased 35% to $240 million in the second quarter 2026, from $177 million in 2025.

Revenue, excluding fuel surcharge revenue, increased 28% primarily due to a 14% increase in load volume and a 13% increase in revenue per load, excluding fuel surcharge revenue, compared to second quarter 2025.

JBT average effective trailer count increased to 12,190 in the second quarter 2026, compared to 12,144 in 2025.

At the end of the second quarter 2026, the JBT power fleet consisted of 1,880 tractors, compared to 2,041 tractors at June 30, 2025.

Trailer turns in the second quarter of 2026 increased 13% compared to second quarter 2025, due to increased asset utilization and improvements in network balance.

JBT segment had an operating loss of $1.3 million in the second quarter 2026, compared with operating income of $3.4 million during second quarter 2025.

The decrease is primarily due to increased purchased transportation costs as third party capacity has tightened across the industry, which led to a 12% decrease in gross profit.

The decrease was partially offset by continued cost management and improved productivity.

Consolidated Operating Expenses

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

Three Months Ended March 31,

Three Months Ended June 30,

Dollar Amounts as a

7 unchanged sentences

Salaries, wages and employee benefits

Fuel and fuel taxes

Depreciation and amortization

Operating supplies and expenses

Insurance and claims

General and administrative expenses, including asset dispositions

Operating taxes and licenses

Communication and utilities

Total operating expenses

Operating income

Net interest expense

Earnings before income taxes

Total operating expenses increased 18.5%, while operating revenues increased 19.4% during the second quarter 2026 from the comparable period 2025.

Operating income increased to $259.5 million during the second quarter 2026 from $197.3 million in 2025.

Rents and purchased transportation costs increased 32.4% in the second quarter 2026.

This increase was primarily the result of an increase in rail and truck carrier purchased transportation rates and an increase in load volumes within JBI, ICS, and JBT segments, which increased services provided by third-party carriers during the second quarter 2026 compared to 2025.

Salaries, wages, and employee benefits costs increased 0.4% during the second quarter 2026, compared with 2025.

This increase was primarily due to higher driver wages and an increase in incentive-based pay, partially offset by a decrease in group medical benefit expenses and lower office employee headcounts.

Fuel costs increased 53.0% in the second quarter 2026, compared with 2025, due primarily to an increase in the price of fuel.

Depreciation and amortization expense increased 2.1% in second quarter 2026 compared with 2025, primarily due to an increase in equipment and technology costs.

Operating supplies and expenses increased 8.3%, driven primarily by higher equipment maintenance costs, increased toll costs, and increased tire expense.

Insurance and claims expenses increased 4.7% in 2026 compared with 2025, primarily due to higher claim severity and increased insurance policy premiums expense, partially offset by lower claim volume.

General and administrative expenses decreased 12.2% for the current quarter from the comparable period in 2025, primarily due to decreased building and yard rental expense and lower bad debt expense, partially offset by increased driver advertising costs and an increase in net loss from sale or disposal of assets.

Net loss from sale or disposal of assets was $3.4 million in 2026, compared to a net loss from sale or disposal of assets of $2.9 million in 2025.

Net interest expense decreased 21.2% in 2026 due to a decrease in our average debt balance, partially offset by an increase in effective interest rates compared to second quarter 2025.

Income tax expense increased 30.2% in 2026, compared with 2025, primarily due to higher taxable earnings, partially offset by a lower effective income tax rate.

Our effective income tax rate was 25.4% for the second quarter of 2026, compared to 26.9% in 2025.

Our annual tax rate for 2026 is expected to be between 24.0% and 24.5%.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

Comparison of Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025

Summary of Operating Segment Results

For the Six Months Ended June 30,

(in millions)

Operating Revenues

Operating Income/(loss)

Other (includes corporate)

Inter-segment eliminations

Total consolidated operating revenues were $6.55 billion for the first six months of 2026, versus $5.85 billion for the comparable period 2025.

Fuel surcharge revenue increased to $1.05 billion during the first six months of 2026, compared with $713.5 million in 2025.

Total consolidated operating revenue, excluding fuel surcharge revenue, increased 7% for the first six months of 2026 compared to the prior-year period.

JBI segment revenue increased 12% to $3.26 billion during the first six months of 2026, compared with $2.91 billion in 2025.

Load volume during the first six months of 2026 increased 6% and revenue per load increased 5%, compared to a year ago.

Revenue per load, excluding fuel surcharge revenue, was relatively flat compared to the first six months of 2025.

JBI segment operating income increased 40% to $265.4 million in the first six months of 2026, from $190.1 million in 2025.

The increase is primarily due to volume growth, increased network efficiency, higher productivity in our drayage operations, and improvements associated with our overall cost management initiatives, partially offset by higher insurance premium and claims expense and higher professional driver personnel expense when compared to the first six months of 2025.

DCS segment revenue increased 6% to $1.76 billion during the first six months of 2026, from $1.67 billion in 2025.

Productivity, defined as revenue per truck per week, increased 6% from a year ago.

Productivity, excluding fuel surcharge revenue, for the first six months of 2026 increased 2% from a year ago.

The increase in productivity was primarily due to contractual index-based rate increases during the current period.

Operating income of our DCS segment increased to $189.9 million in the first six months of 2026, from $174.0 million in 2025.

The increase is primarily due to increased revenue, lower group medical benefit expenses, and continued execution on the initiative to lower our cost to serve, partially offset by increased driver and nondriver personnel-related costs and higher insurance premium expense when compared to the first six months of 2025.

ICS revenue increased 35% to $711.2 million during the first six months of 2026, from $528.3 million in 2025.

Overall volumes increased 14%, while revenue per load increased 18% compared to 2025.

The ICS segment had an operating loss of $3.0 million in the first six months of 2026 compared to an operating loss of $6.2 million in 2025.

The decrease in operating loss is primarily due to a 7% increase in gross profit, driven by higher revenue per load and volume during the first six months of 2026.

Gross profit margin decreased to 12.3% in the current period compared to 15.4% in 2025 due to the increase in purchased transportation expense as third party capacity has tightened across the industry.

FMS revenue decreased 6% to $386 million during the first six months of 2026, from $411 million in 2025, primarily due to the impact of lost business, partially offset by the addition of new customer contracts implemented over the past year.

FMS segment had operating income of $12.7 million in the first six months of 2026 and 2025.

This was a result of lower revenue and higher purchased transportation expense, partially offset by lower personnel-related costs, decreased insurance claims expense, and decreased facility and equipment rental expense.

JBT segment revenue increased 30% to $445 million for the first six months of 2026, from $344 million in 2025.

Revenue, excluding fuel surcharge revenue, increased 26%, primarily due to a 16% increase in load volume and an 8% increase in revenue per load, excluding fuel surcharge revenue, compared to the first six months of 2025.

Operating income of our JBT segment decreased to $1.4 million in the first six months of 2026, from $5.4 million in 2025.

The decrease in operating income was primarily due to increased purchased transportation costs as third party capacity has tightened across the industry, partially offset by continued cost management and improved productivity.

Consolidated Operating Expenses

Six Months Ended June 30,

Dollar Amounts as a

Percentage of Total

Operating Revenues

Percentage Change

of Dollar Amounts

Between Periods

Total operating revenues

Operating expenses:

Rents and purchased transportation

Salaries, wages and employee benefits

Fuel and fuel taxes

Depreciation and amortization

Operating supplies and expenses

Insurance and claims

General and administrative expenses, net of asset dispositions

General and administrative expenses, including asset dispositions

Operating taxes and licenses

4 unchanged sentences

Earnings before income taxes

Total operating expenses increased 3.9%, while operating revenues increased 4.6% during the first quarter 2026, from the comparable period 2025.

Operating income increased to $207.0 million during the first quarter 2026 from $178.7 million in 2025.

Rents and purchased transportation costs increased 8.6% in the first quarter 2026.

This increase was primarily the result of increased JBI, ICS and JBT load volume, which increased services provided by third-party rail and truck carriers as well as higher carrier purchased transportation rates within ICS and JBT, partially offset by the mix of third-party rail carriers and reduced empty repositioning within JBI during the first quarter 2026 compared to 2025.

Salaries, wages and employee benefits costs decreased 1.8% during the first quarter 2026, compared with 2025.

This decrease was primarily due to a decrease in employee headcounts, partially offset by an increase in group medical benefit expenses and wage increases.

Depreciation and amortization expense remained flat in the first quarter 2026, primarily due to increased asset costs, offset by reductions in truck and tractor counts and the prior year increase in the expected useful lives of our trailer fleets.

Total operating expenses increased 11.2%, while operating revenues increased 12.0%, during the first six months of 2026, from the comparable period of 2025.

Operating income increased to $466.5 million during the first six months of 2026, from $376.0 million in 2025.

Rents and purchased transportation costs increased 20.4% in 2026.

Salaries, wages, and employee benefits costs decreased 0.7% in 2026 from 2025.

This decrease was primarily due to a decrease in employee headcounts and a decrease in group medical benefit expenses, partially offset by higher driver wages and additional incentive compensation.

Fuel costs increased 30.8% in 2026, compared with 2025, due primarily to an increase in the price of fuel, partially offset by decreased road miles.

Operating supplies and expenses increased 1.5%, driven primarily by higher equipment maintenance costs, increased tire expense, and higher toll costs, partially offset by lower travel and entertainment expenses.

Insurance and claims expense increased 3.2% in 2026 compared with 2025, primarily due to higher cost per claim and increased insurance policy premiums expense, partially offset by lower claim volume.

General and administrative expenses decreased 15.2% for the current quarter from the comparable period in 2025, primarily due to decreased building and yard rental expense, lower technology costs, and a decrease in net loss from sale or disposal of assets.

Net loss from sale or disposal of assets was $0.3 million in 2026, compared to $6.5 million in 2025.

Net interest expense decreased 3.8% in 2026 due to a lower average debt balance and lower average interest rate compared to first quarter 2025.

Income tax expense increased 12.4% in 2026, compared with 2025, primarily due to higher taxable earnings, partially offset by a lower effective income tax rate.

Our effective income tax rate decreased to 25.2% for the first quarter 2026, compared with 26.5% for the first quarter 2025, due to discrete tax items.

Depreciation and amortization expense increased 1.0% in 2026 primarily due to increased equipment and technology costs, partially offset by a prior year increase in the expected useful lives of our trailer fleets.

Operating supplies and expenses increased 4.9%, driven primarily by higher equipment maintenance costs, increased toll costs, and increased tire expense, partially offset by lower travel and entertainment expenses.

Insurance and claims expense increased 3.9% in 2026 compared with 2025, primarily due to higher claim severity and increased insurance policy premiums expense, partially offset by lower claim volume.

General and administrative expenses decreased 13.7% from the comparable period in 2025, primarily due to lower building and yard rental expense, lower bad debt expense, and a decrease in net loss from sale or disposal of assets, partially offset by higher driver advertising costs.

Net loss from sale or disposal of assets was $3.7 million in 2026, compared to a net loss from sale or disposal of assets of $9.4 million in 2025.

Net interest expense decreased 13.1% in 2026, due primarily to a lower average debt balance in the current year.

Income tax expense increased 21.8% during the first six months of 2026 compared with 2025, primarily due to increased taxable earnings, partially offset by a lower effective income tax rate in the first six months of 2026.

Our effective income tax rate was 25.3% for the first six months of 2026, compared to 26.7% in 2025.

Our annual tax rate for 2026 is expected to be between 24.0% and 24.5%.

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Liquidity and Capital Resources

Net cash provided by operating activities totaled $353.0 million during the first quarter 2026, compared with $404.2 million for the same period 2025.

Net cash provided by operating activities totaled $723.3 million during the first six months of 2026, compared with $806.2 million for the same period 2025.

Operating cash flows decreased primarily due to the timing of general working capital activities, partially offset by increased earnings.

Net cash used in investing activities totaled $144.9 million in 2026, compared with $399.1 million in 2025.

The decrease resulted primarily from a decrease in equipment purchases, net of proceeds from the sale of equipment, compared to the first quarter 2025.

The decrease resulted primarily from a decrease in equipment purchases, net of proceeds from the sale of equipment, compared to the second quarter 2025.

Net cash used in financing activities was $591.4 million in 2026, compared with $403.2 million in 2025.

This increase resulted primarily from the retirement in March 2026 of our $700 million in senior notes partially offset by net proceeds from our senior credit facility and a decrease in treasury stock purchases.

This increase resulted primarily from the retirement in March 2026 of our $700 million in senior notes partially offset by a decrease in treasury stock purchases.

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors, and trailers required to support our growth and the replacement of older equipment as well as periodic business acquisitions and real estate transactions.

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We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.

At March 31, 2026, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

At June 30, 2026, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring November 2030, and allows us to request an increase in the revolving line of credit total commitment by up to $400 million and to request two one-year extensions of the maturity date.

In addition, the credit agreement authorizes us to borrow up to an additional $700 million through committed term loans during the six-month period beginning November 25, 2025, due November 2028, of which we exercised $475 million in February 2026.

In addition, the credit agreement authorized us to borrow up to an additional $700 million through committed term loans during the six-month period beginning November 25, 2025, due November 2028, which we partially exercised in February 2026.

At March 31, 2026, we had a combined $562.1 million outstanding balance under our senior credit facility, at an average interest rate of 4.66% and a cash balance of $4.6 million.

We continue to evaluate the possible effects of current economic conditions and reasonable and supportable economic forecasts on operational cash flows, including the risks of declines in the overall freight market and our customers' liquidity and ability to pay.

At June 30, 2026, we had $54 million outstanding on the revolving line of credit and a $350 million balance of term loans, at an average interest rate of 4.61% and a cash balance of $4.2 million.

We regularly monitor working capital and maintain frequent communication with our customers, suppliers and service providers.

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Our financing arrangements require us to maintain certain covenants and financial ratios.

At March 31, 2026, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $70.7 million during the first three months of 2026, compared with $225.1 million for the same period 2025.

At June 30, 2026, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $144.9 million during the first six months of 2026, compared with $399.1 million for the same period 2025.

Our net capital expenditures include net additions to revenue equipment and non-revenue producing assets that are necessary to contribute to and support the future growth of our various business segments.

Capital expenditures in the first quarter 2026 were primarily for tractors, trailing equipment and related enhancements, and real estate.

Capital expenditures in the first half of 2026 were primarily for tractors, trailing equipment and related enhancements, and real estate.

We expect to spend in the range of $600 million to $800 million for net capital expenditures during the full calendar year 2026.

We are currently committed to spend approximately $611.5 million, net of proceeds from sales or trade-ins, during the years 2026 and 2027.

At March 31, 2026, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $265.1 million.

At June 30, 2026, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $258.0 million.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements, other than our net purchase commitments of $616.8 million, as of March 31, 2026.

We had no off-balance sheet arrangements, other than our net purchase commitments of $611.5 million, as of June 30, 2026.

You should refer to Part I, Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2025, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

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

What changed 10-Q

Item 1. Financial Statements