What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-10-31 · 156 added, 210 removed, 386 unchanged (49% of the section changed)

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In millions, except per share amounts)

4 unchanged sentences

Operating costs

Income (Loss) from SSAT

Selling, general and administrative

Income from SSAT

General and administrative

Total Costs and Expenses

4 unchanged sentences

Income before Taxes

Other Comprehensive Income (Loss), Net of Income Taxes:

Comprehensive Income (Loss), Net of Income Taxes:

Other Comprehensive Income (Loss):

2 unchanged sentences

Total Other Comprehensive Income (Loss), Net of Income Taxes

Comprehensive Income

Total Comprehensive Income

Basic Earnings Per Share

4 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

(In millions)

36 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

5 unchanged sentences

Share-based compensation expense

(Income) loss from SSAT

Income from SSAT

Distributions from SSAT

5 unchanged sentences

Accounts payable, accruals and other liabilities

Operating lease liabilities

Operating lease assets and liabilities, net

Other long-term liabilities

1 unchanged sentence

Cash Flows From Investing Activities:

Capitalized vessel construction expenditures

Vessel construction expenditures

Capital expenditures (excluding vessel construction expenditures)

Proceeds from disposal of property and equipment, net

Payments for asset acquisitions

Cash and interest deposited into the Capital Construction Fund

7 unchanged sentences

Net cash used in financing activities

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash

Net Decrease in Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents, and Restricted Cash, Beginning of the Period

9 unchanged sentences

Capital expenditures included in accounts payable, accruals and other liabilities

Non-cash payments for asset acquisitions

See Notes to Condensed Consolidated Financial Statements.

9 unchanged sentences

Shares repurchased

Equity interest in SSAT (See Note 4)

Dividends ( $ 0.34 per share)

Balance at March 31, 2025

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Dividends ( $ 0.32 per share and $ 0.34 per share)

Balance at June 30, 2024

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Balance at September 30, 2024

Comprehensive

6 unchanged sentences

Shares repurchased

Equity interest in SSAT (See Note 4)

Dividends ( $ 0.32 per share)

Balance at March 31, 2024

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Dividends ( $ 0.31 per share and $ 0.32 per share)

Balance at June 30, 2023

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Balance at September 30, 2023

See Notes to Condensed Consolidated Financial Statements.

9 unchanged sentences

MatNav also operates premium, expedited services from China to Long Beach, California, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia.

In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav on the Hawaiian islands of Oahu, Hawaii, Maui and Kauai, and for MatNav and an ocean carrier in Alaska.

Matson has a 35 percent ownership interest in SSA Terminals, LLC, a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc.

Matson has a 35 percent ownership interest in SSA Terminals, LLC (“SSAT”), a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc.

SSAT currently provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S.

19 unchanged sentences

Fiscal Period:

The period end for Matson covered by this report is September 30, 2024.

The period end for MatNav and its subsidiaries covered by this report is September 27, 2024.

The period end for Matson covered by this report is March 31, 2025.

The period end for MatNav and its subsidiaries covered by this report is March 28, 2025.

Significant Accounting Policies:

15 unchanged sentences

operating lease assets and liabilities;

income (loss) from SSAT;

income (loss) from SSAT including estimates for impairment charges;

and income taxes.

1 unchanged sentence

Prepaid Expenses and Other Assets:

Prepaid expenses and other assets consisted of the following at September 30, 2024 and December 31, 2023:

September 30,

Prepaid expenses and other assets consisted of the following at March 31, 2025 and December 31, 2024:

Prepaid Expenses and Other Assets (in millions)

1 unchanged sentence

Prepaid operating expenses

Prepaid leases

Income tax receivables, net

Restricted cash - vessel construction obligations

Income tax receivables at December 31, 2023 include a federal income tax refund related to the Company’s 2021 federal tax return of $ 118.6 million and other income tax receivables.

On April 19, 2024, the Company received the federal income tax refund of $ 118.6 million and interest of $ 10.2 million earned on the federal income tax refund.

Recognition of Revenues and Expenses:

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Ocean Transportation (in millions) (1)

3 unchanged sentences

(1) Ocean Transportation revenue transactions are primarily denominated in U.S.

dollars except for less than 3 percent of Ocean Transportation services revenues and fuel sales revenue categories which are denominated in foreign currencies.

dollars except for less than 3 percent of Ocean Transportation services revenue and fuel sales revenue categories which are denominated in foreign currencies.

◾ Ocean Transportation services revenue is recognized ratably over the duration of a voyage based on the relative transit time completed in each reporting period.

Vessel operating costs and other ocean transportation operating costs, such as terminal operating overhead and selling, general and administrative expenses, are charged to operating costs as incurred.

Vessel operating costs and other ocean transportation operating costs, such as terminal operating overhead and general and administrative expenses, are charged to operating costs as incurred.

◾ Terminal and other related services revenue is recognized as the services are performed.

3 unchanged sentences

Related costs are recognized as incurred.

In July 2024, the Company discontinued its vessel management and related services.

Three Months Ended

Nine Months Ended

September 30,

Logistics (in millions) (1)

Transportation Brokerage and Freight Forwarding services

Warehousing and distribution services

Warehousing services

Supply Chain Management services

6 unchanged sentences

The Company reports revenue on a gross basis as the Company serves as the principal in these transactions because it is responsible for fulfilling the contractual arrangements with the customer and has latitude in establishing prices.

◾ Warehousing and distribution services revenue consist of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise.

◾ Warehousing services revenue consist of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise.

Storage revenue is recognized in the month the service is provided to the customer.

Storage related costs are recognized as incurred.

Other warehousing and distribution services revenue and related costs are recognized in proportion to the services performed.

◾ Supply Chain Management services revenue, and related costs are recognized in proportion to the services performed.

Other Warehousing services revenue and related costs are recognized in proportion to the services performed.

◾ Supply Chain Management and other services revenue, and related costs are recognized in proportion to the services performed.

The Company generally invoices its customers at the commencement of the voyage or the transportation service being provided, or as other services are being performed.

2 unchanged sentences

The Company expenses sales commissions and contract acquisition costs as incurred because the amounts are generally immaterial.

These expenses are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income.

These expenses are included in general and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income.

Capitalized Interest:

The Company capitalizes interest costs during the period as the qualified assets are being readied for their intended use.

The Company determined that the vessel construction costs are considered qualifying assets for the purposes of capitalizing interest on these assets.

The Company determined that vessel construction costs are considered qualifying assets for the purposes of capitalizing interest on these assets.

The amount of capitalized interest is calculated based on the amount of expenditures incurred related to the construction of these vessels using a weighted average interest rate.

1 unchanged sentence

Capitalized interest is included in vessel construction in progress in property and equipment in the Company’s Condensed Consolidated Balance Sheets (see Note 5).

The Company capitalized $ 1.2 million and $ 0.8 million of interest related to the construction of new vessels for the three months ended September 30, 2024 and 2023, and $ 3.0 million and $ 1.7 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s third quarter 2024 cash dividend of $ 0.34 per share was paid on September 5, 2024.

On October 24, 2024 , the Company’s Board of Directors declared a cash dividend of $ 0.34 per share payable on December 5, 2024 to shareholders of record on November 7, 2024 .

During the three months ended March 31, 2025 and 2024, the Company capitalized $ 1.1 million and $ 0.8 million, respectively, of interest related to the construction of new vessels.

The Company’s first quarter 2025 cash dividend of $ 0.34 per share was paid on March 6, 2025.

On April 24, 2025 , the Company’s Board of Directors declared a cash dividend of $ 0.34 per share payable on June 5, 2025 to shareholders of record on May 8, 2025 .

Repurchase of Shares:

During the three and nine months ended September 30, 2024, the Company repurchased approximately 0.4 million and 1.4 million shares for a total cost of $ 48.1 million and $ 169.2 million, respectively.

As of September 30, 2024, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 1.0 million shares.

During the three months ended March 31, 2025, the Company repurchased approximately 0.5 million shares for a total cost of $ 69.2 million.

As of March 31, 2025, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 3.3 million shares.

Reclassification:

The Company reclassified amortization of deferred loan fees of $ 0.4 million from Depreciation and amortization to Other within cash flows from operating activities in the Consolidated Statements of Cash Flows for the three months ended March 31, 2024, to conform to current year cash flow presentation.

There were no changes in Net cash provided by operating activities as a result of this reclassification for the three months ended March 31, 2024.

New Accounting Pronouncements:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the

financial statements.

Early adoption is permitted.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires disclosure of certain expenses in the financial statements including employee compensation, depreciation and amortization of intangible

assets on an annual and interim basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

ASU 2024-03 can be adopted either:

(i) prospectively to the financial statements issued for reporting periods after the effective date of the ASU or (ii) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the effects of adopting ASU 2024-03 but does not expect it will have a material impact on the Company’s consolidated financial statements.

4 unchanged sentences

REPORTABLE SEGMENTS

Reportable segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

The Company’s chief operating decision maker is its Chief Executive Officer.

The Company consists of two reportable segments, Ocean Transportation and Logistics, which are further described in Note 1.

Reportable segments are measured based on operating income.

In arrangements where the customer purchases ocean transportation and logistics services, the revenues are allocated to each reportable segment based upon the contractual amounts for each type of service.

The Company’s SSAT segment has been aggregated into the Company’s Ocean Transportation segment due to the operations of SSAT being an integral part of the Company’s Ocean Transportation business.

The Company’s Ocean Transportation segment provides ocean transportation services to the Logistics segment, and the Logistics segment provides logistics services to the Ocean Transportation segment in certain transactions.

Accordingly, inter-segment revenue of $ 72.8 million and $ 61.1 million for the three months ended September 30, 2024 and 2023, and $ 181.2 million and $ 155.6 million for the nine months ended September 30, 2024 and 2023, respectively, have been eliminated from operating revenues in the table below.

Reportable segment financial information for the three and nine months ended September 30, 2024 and 2023 are as follows:

Reportable segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

The Company’s CODM is its Chief Executive Officer.

The Company identified two reportable segments on the basis of internal information provided to the CODM:

Ocean Transportation and Logistics which are described in Note 1.

Each segment is managed separately based upon fundamental differences in the operations of each segment.

The Company’s Ocean Transportation service primarily involves the transportation of customer cargo on Company owned and chartered vessels.

The Company’s Logistics service provides customers with logistics solutions primarily using third-party purchased transportation.

The Company’s CODM assesses the performance of each segment using operating income.

The Company’s CODM reviews the performance of each segment using monthly internal reports which provide variance analysis of actual results by segment compared to budget, forecast and prior year.

The Company’s CODM uses this information when making decisions about the allocation of operating and capital resources to each segment.

Segment balance sheet information is not provided to the CODM as capital decisions are based upon the Company’s consolidated balance sheet.

Reportable segment financial information for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended

March 31, 2025

March 31, 2024

(In millions)

Operating Revenue:

Ocean Transportation

Logistics (2)

Total Operating Revenue

Operating Income:

Ocean Transportation

Total Operating Income

Operating Revenue (1)(2)

Operating Expenses:

Operating costs:

Direct cargo expense

Vessel operating expense

Operating overhead (3)

Direct operating costs

Depreciation and amortization

Total operating costs

Income from SSAT

General and administrative

Total Costs and Expenses

Operating Income:

Interest income

2 unchanged sentences

Income before Taxes

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 26.7 million and $ 22.5 million for the three months ended September 30, 2024 and 2023, and $ 69.2 million and $ 57.6 million for the nine months ended September 30, 2024 and 2023, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 46.1 million and $ 38.6 million for the three months ended September 30, 2024 and 2023, and $ 112.0 million and $ 98.0 million for the nine months ended September 30, 2024 and 2023, respectively.

(3) Ocean Transportation segment information includes net income (loss) of $ 6.9 million and $ 1.3 million from the Company’s equity investment in SSAT for the three months ended September 30, 2024 and 2023, and $ 8.5 million and $( 1.9 ) million for the nine months ended September 30, 2024 a n d 2023, respectively.

Capital Expenditures (4)

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 21.4 million and $ 19.7 million for the three months ended March 31, 2025 and 2024, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 32.6 million and $ 26.9 million for the three months ended March 31, 2025 and 2024, respectively.

(3) Ocean Transportation operating overhead includes dry-docking amortization of $ 6.6 million and $ 6.8 million for the three months ended March 31, 2025 and 2024, respectively.

(4) Capital expenditures exclude accrued capital expenditures of $ 7.6 million and $ 16.0 million as of March 31, 2025 and 2024, respectively.

Ocean Transportation’s operating expenses includes the following:

● Operating costs includes:

o Direct Cargo Expense includes terminal handling costs including labor and wharfage, outside purchased transportation and other related costs.

o Vessel Operating Expense includes crew wages and related costs;

pilots, tugs, lines and related costs;

vessel charter expenses;

and other vessel operating related expenses.

o Operating Overhead Expense includes vessel repair and maintenance costs, inactive vessel costs, dry-docking amortization, equipment lease costs, equipment repair costs, vessel insurance, port engineers and other maintenance costs, other vessel and shoreside related overhead and other indirect costs.

o Depreciation and Amortization Expense includes depreciation of property and equipment and amortization of intangible assets.

● Income from SSAT includes the Company’s share of income from its equity investment in SSAT and has been aggregated into the Ocean Transportation segment due to the operations of SSAT being an integral part of the Company’s Ocean Transportation business (see Note 4).

● General and Administrative Expense includes employee salaries, wages and other related costs, equipment maintenance, computer hardware and software, professional fees and other general and administrative expenses.

Logistics’ operating expenses includes the following:

● Operating costs includes:

o Direct Operating Expense includes transportation costs, transportation brokerage expenses, agency commissions, leases of warehouses, cross-dock and other facility operating costs, wages and other related costs, and other operating overhead.

o Depreciation and Amortization Expense includes depreciation of property and equipment and amortization of intangible assets.

● General and Administrative Expense includes employee salaries, wages and other related costs, computer hardware and software, professional fees and other general and administrative expenses.

Accordingly, inter-segment revenue of $ 54.0 million and $ 46.6 million for the three months ended March 31, 2025 and 2024, respectively, have been eliminated from consolidated operating revenues.

INVESTMENT IN SSAT

The Company’s investment in SSAT is described in Note 4 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Condensed income statement information for SSAT for the three and nine months ended September 30, 2024 and 2023 consisted of the following:

Condensed income statement information for SSAT for the three months ended March 31, 2025 and 2024 consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

(In millions)

1 unchanged sentence

Operating costs and expenses

Operating profit (loss)

Net Profit (Loss) (1)

Company Share of SSAT’s Net Income (Loss) (2)

Operating income (loss)

SSAT’s Net Income (Loss) (1)

Company’s Share of SSAT’s Net Income (Loss) (2)

(1) Includes earnings and losses from equity method investment held by SSAT less earnings and losses allocated to non-controlling interests.

(2) The Company records its share of net income (loss) from SSAT in costs and expenses in the Condensed Consolidated Statement of Income and Comprehensive Income due to the nature of SSAT’s operations.

The Company’s investment in SSAT was $ 93.3 million and $ 85.5 million at September 30, 2024 and December 31, 2023, respectively.

The Company’s investment in SSAT was $ 91.0 million and $ 84.1 million at March 31, 2025 and December 31, 2024, respectively.

On March 1, 2024, SSAT completed the sale of 25 percent of its equity interest in SSA Terminals (Seattle Terminals), LLC (“SSAT ST”) to a third-party company.

2 unchanged sentences

PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2024 and December 31, 2023 consisted of the following:

September 30,

Property and equipment as of March 31, 2025 and December 31, 2024 consisted of the following:

(In millions)

Containers and equipment

Terminal facilities and other property

Terminal equipment and other property

New vessel construction in progress

3 unchanged sentences

Total Property and Equipment, net

New vessel construction in progress at September 30, 2024 and December 31, 2023 includes milestone progress payments, capitalized interest and other costs related to the construction of three new Jones Act vessels.

New vessel construction in progress at March 31, 2025 and December 31, 2024 includes milestone progress payments, capitalized interest and other costs related to the construction of three new Jones Act vessels.

GOODWILL AND INTANGIBLES

Goodwill by segment as of September 30, 2024 and December 31, 2023 consisted of the following:

Goodwill by segment as of March 31, 2025 and December 31, 2024 consisted of the following:

(In millions)

Transportation

Intangible assets as of September 30, 2024 and December 31, 2023 consisted of the following:

September 30,

Intangible assets as of March 31, 2025 and December 31, 2024 consisted of the following:

(In millions)

5 unchanged sentences

Total Intangible Assets, net

On February 27, 2023, the Company completed an asset acquisition consisting of Logistics customer relationship intangible assets for $ 16.5 million, which are being amortized over seven years .

The Company evaluates its goodwill and intangible assets for possible impairment in the fourth quarter, or whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than its carrying amount.

1 unchanged sentence

The Company considered the general economic and market conditions and its impact on the performance of each of the Company’s reporting units.

Based on the Company’s assessment of its market capitalization, future forecasts and the amount of excess of fair value over the carrying value of the reporting units in the 2023 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three months ended September 30, 2024.

The Company will monitor events and changes in circumstances that could negatively impact the key assumptions used in determining the fair value, including the amount and timing of estimated future cash flows generated by the reporting units, long-term growth and discount rates, comparable company market valuations, and industry and economic trends.

Based on the Company’s assessment of its market capitalization, future forecasts and the

amount of excess of fair value over the carrying value of the reporting units in the 2024 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three months ended March 31, 2025.

It is possible that future changes in such circumstances, including future changes in the assumptions and estimates used in assessing the fair value of the reporting unit, could require the Company to record a non-cash impairment charge.

1 unchanged sentence

The Capital Construction Fund (“CCF”) is described in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

A summary of the activities within the CCF cash and cash equivalents, and investments account for the nine months ended September 30, 2024 and 2023 consisted of the following:

Nine Months Ended

September 30,

A summary of the activities within the CCF cash and cash equivalents, and investments account for the three months ended March 31, 2025 and 2024 consisted of the following:

Three Months Ended

(In millions)

CCF Cash and Cash Equivalents:

CCF cash balance at beginning of period

Cash deposits into the CCF

Cash paid for purchase of U.S.

CCF cash and cash equivalents balance at beginning of period

Cash withdrawal for the purchase of U.S.

Treasury debt securities and accrued interest

Interest income deposited into the CCF

Proceeds from U.S.

Treasury debt securities at maturity

Interest income on cash and cash equivalents, and CCF investments

Repurchase of assigned accounts receivable

Qualifying withdrawal payments out of the CCF

Total CCF cash balance at end of period

Accrued interest earned on CCF Cash and Investments at end of period

Total CCF cash and cash equivalents balance at end of period

3 unchanged sentences

Treasury debt securities

Withdrawals of U.S.

Treasury debt securities at maturity

Accretion of investments

4 unchanged sentences

Treasury obligations fund with daily liquidity.

At September 30, 2024, these short-term securities held within this CCF cash

account had a weighted average life of 68 days .

Total CCF cash and cash equivalents was $ 178.7 million including accrued interest of $ 2.2 million as of September 30, 2024, and $ 599.4 million including accrued interest of $ 2.7 million as of December 31, 2023.

At March 31, 2025, these short-term securities had a weighted average life of 89 days .

CCF Investments:

1 unchanged sentence

Treasuries with accrued interest of $ 1.7 million using CCF cash.

The fixed-rate debt securities were purchased at a discount and have various maturity dates of up to 3 years .

The fixed-rate debt securities were purchased at a discount and have various maturity dates of less than 2 years .

The cost of these investments accretes to face value on a straight-line basis until maturity.

Such accretion is included in interest income in the Condensed Consolidated Statements of Income and Comprehensive Income.

As of September 30, 2024, the Company had $ 456.7 million in held-to-maturity debt securities in the CCF investments account.

As of September 30, 2024, CCF investments maturities are as follows:

September 30, 2024

As of March 31, 2025, CCF investments maturities are as follows:

March 31, 2025

Year (in millions)

Remainder of 2024

Total CCF investments

1 unchanged sentence

CCF Assigned Accounts Receivable:

Activities within the CCF assigned accounts receivable account for the nine months ended September 30, 2024 and 2023 consisted of the following:

Nine Months Ended

September 30,

(In millions)

CCF assigned accounts receivable balance at beginning of period

Assigned accounts receivable

Interest earned on assigned accounts receivable

CCF assigned accounts receivable balance at end of period

As of September 30, 2024 and December 31, 2023, eligible accounts receivable of $ 228.3 million and $ 218.1 million were assigned to the CCF, respectively.

As of March 31, 2025 and December 31, 2024, eligible accounts receivable of $ 79.2 million and $ 178.1 million were assigned to the CCF, respectively.

Due to the nature of the assignment of eligible accounts receivable into the CCF, such assigned amounts are classified as part of accounts receivable in the Condensed Consolidated Balance Sheets.

As of September 30, 2024 and December 31, 2023, the Company’s debt consisted of the following:

September 30,

As of March 31, 2025 and December 31, 2024, the Company’s debt consisted of the following:

(In millions)

12 unchanged sentences

The Company’s revolving credit facility has committed available borrowing of up to $ 650 million and matures on March 31, 2026.

As of September 30, 2024, the Company had $ 644.2 million of remaining borrowing availability under the revolving credit facility.

The Company used $ 5.8 million of the revolving credit facility for letters of credit outstanding as of September 30, 2024.

There were no outstanding borrowings under the revolving credit facility as of September 30, 2024 and December 31, 2023.

As of March 31, 2025, the Company had $ 643.9 million of remaining borrowing availability under the revolving credit facility.

The Company used $ 6.1 million of the revolving credit facility for letters of credit outstanding as of March 31, 2025.

There were no outstanding borrowings under the revolving credit facility as of March 31, 2025 and December 31, 2024.

Debt Security and Guarantees:

All of the debt of the Company and MatNav, including related guarantees, as of September 30, 2024 was unsecured, except for the Title XI debt.

All of the debt of the Company and MatNav, including related guarantees, as of March 31, 2025 was unsecured, except for the Title XI debt.

Debt Maturities:

As of September 30, 2024, debt maturities are as follows:

As of March 31, 2025, debt maturities are as follows:

Year (in millions)

September 30, 2024

March 31, 2025

Remainder of 2025

1 unchanged sentence

Components of Lease Cost:

Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 consisted of the following:

Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2025 and 2024 consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

(In millions)

3 unchanged sentences

Total lease cost

Maturities of operating lease liabilities at September 30, 2024 are as follows:

Maturities of operating lease liabilities at March 31, 2025 are as follows:

Year (in millions)

September 30, 2024

March 31, 2025

Remainder of 2025

4 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended September 30, 2024 consisted of the following:

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2025 consisted of the following:

Comprehensive

2 unchanged sentences

Balance at December 31, 2024

Amortization of prior service cost

Amortization of net gain (loss)

Amortization of prior service credit

Amortization of net actuarial gain (loss)

Foreign currency exchange

1 unchanged sentence

Balance at March 31, 2025

Amortization of prior service cost

Amortization of net gain (loss)

Foreign currency exchange

Balance at June 30, 2024

Amortization of prior service cost

Amortization of net gain (loss)

Foreign currency exchange

Balance at September 30, 2024

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended September 30, 2023 consisted of the following:

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2024 consisted of the following:

Comprehensive

2 unchanged sentences

Balance at December 31, 2023

Amortization of prior service cost

Amortization of net gain (loss)

Amortization of prior service credit

Amortization of net actuarial gain (loss)

Foreign currency exchange

1 unchanged sentence

Balance at March 31, 2024

Amortization of prior service cost

Amortization of net gain (loss)

Foreign currency exchange

Balance at June 30, 2023

Amortization of prior service cost

Amortization of net gain (loss)

Foreign currency exchange

Balance at September 30, 2023

FAIR VALUE OF FINANCIAL INSTRUMENTS

4 unchanged sentences

If the technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2024 and December 31, 2023 are as follows:

The Company uses Level 1 inputs for the fair values of its cash and cash equivalents, and CCF cash and cash equivalents and investments, and Level 2 inputs for fixed rate debt.

The fair values of cash and cash equivalents, and cash and cash equivalents in the CCF approximate their carrying values due to the nature of the instruments.

The fair value of investments in the CCF is calculated based upon quoted prices available in active markets.

The fair value of fixed rate debt is calculated based upon interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

The carrying value and fair value of the Company’s financial instruments as of March 31, 2025 and December 31, 2024 are as follows:

Quoted Prices in

4 unchanged sentences

(In millions)

September 30, 2024

Fair Value Measurements at September 30, 2024

March 31, 2025

Fair Value Measurements at March 31, 2025

Cash and cash equivalents

Restricted cash

CCF - Cash and cash equivalent

5 unchanged sentences

Cash and cash equivalents

Restricted cash

CCF - Cash and cash equivalent

CCF - Investments

Fixed rate debt

The Company uses Level 1 inputs for the fair values of its cash and cash equivalents, restricted cash, and CCF cash and cash equivalents and investments, and Level 2 inputs for fixed rate debt.

The fair values of cash and cash equivalents, restricted cash, and cash and cash equivalents in the CCF approximate their carrying values due to the nature of the instruments.

The fair value of investments in the CCF is calculated based upon quoted prices available in active market.

The fair value of fixed rate debt is calculated based upon interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

EARNINGS PER SHARE

1 unchanged sentence

The calculation of diluted earnings per share includes the dilutive effect of non-vested restricted stock units.

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended September 30, 2024 and 2023.

The computations for basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

(In millions, except per share amounts)

Effect of Dilutive Securities

Three Months Ended September 30, 2023

Nine Months Ended September 30, 2023

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended March 31, 2025 and 2024.

The computations for basic and diluted earnings per share for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

(In millions, except per share amounts)

1 unchanged sentence

SHARE-BASED COMPENSATION

During the three and nine months ended September 30, 2024, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 500 and 152,600 shares, respectively, with a combined weighted average grant date fair value of $ 129.25 and $ 122.17 per share, respectively.

Total share-based compensation cost recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of selling, general and administrative expenses was $ 7.1 million and $ 7.8 million for the three months ended September 30, 2024 and 2023 and $ 19.1 million and $ 17.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Total unrecognized compensation cost related to unvested share-based compensation arrangements was $ 28.1 million at September 30, 2024, and is expected to be recognized over a weighted average period of approximately 1.7 years.

During the three months ended March 31, 2025, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 133,200 shares with a combined weighted average grant date fair value of $ 143.66 per share.

Total share-based compensation cost recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $ 5.8 million and $ 5.7 million for the three months ended March 31, 2025 and 2024, respectively.

Total unrecognized compensation cost related to unvested share-based compensation arrangements was $ 38.5 million at March 31, 2025, and is expected to be recognized over a weighted average period of approximately 1.9 years.

Total unrecognized compensation cost may be adjusted for any unearned performance shares or forfeited shares.

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The Company’s pension and post-retirement plans are described in Note 11 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 .

Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three and nine months ended September 30, 2024 and 2023 consisted of the following:

Pension Benefits

Post-retirement Benefits

Three Months Ended September 30,

(In millions)

Components of net periodic benefit cost (credit):

Interest cost

Expected return on plan assets

Amortization of net loss (gain)

Amortization of prior service credit

Net periodic benefit cost (credit)

Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three months ended March 31, 2025 and 2024 consisted of the following:

Pension Benefits

Post-retirement Benefits

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

2 unchanged sentences

Expected return on plan assets

Amortization of net loss (gain)

Amortization of net actuarial loss (gain)

Amortization of prior service credit

Net periodic benefit cost (credit)

Net periodic benefit credit

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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