What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-06 · 159 added, 71 removed, 471 unchanged (33% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

(In millions, except per share amounts)

62 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

29 unchanged sentences

Net cash used in financing activities

Net Decrease in Cash, Cash Equivalents and Restricted Cash

Net (Decrease) Increase 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

Accrued dividends

See Notes to Condensed Consolidated Financial Statements.

11 unchanged sentences

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 ( $ 0.34 per share and $ 0.36 per share)

Balance at June 30, 2025

Comprehensive

9 unchanged sentences

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 ( $ 0.32 per share and $ 0.34 per share)

Balance at June 30, 2024

See Notes to Condensed Consolidated Financial Statements.

8 unchanged sentences

Founded in 1882, MatNav provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska and Guam, and to other island economies in Micronesia.

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.

MatNav also operates premium, expedited services from China to Long Beach, California, which includes transshipment of cargo from other Asia origins, 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 in Alaska.

21 unchanged sentences

Fiscal Period:

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.

The period end for Matson covered by this report is June 30, 2025.

The period end for MatNav and its subsidiaries covered by this report is June 27, 2025.

Significant Accounting Policies:

10 unchanged sentences

insurance reserves and other related liabilities;

contingent acquisition related consideration;

accrual estimates;

6 unchanged sentences

Prepaid Expenses and Other Assets:

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

Prepaid expenses and other assets consisted of the following at June 30, 2025 and December 31, 2024:

Prepaid Expenses and Other Assets (in millions)

6 unchanged sentences

Three Months Ended

Six Months Ended

Ocean Transportation (in millions) (1)

13 unchanged sentences

Three Months Ended

Six Months Ended

Logistics (in millions) (1)

25 unchanged sentences

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

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 .

The Company capitalized $ 1.0 million and $ 1.0 million of interest related to the construction of new vessels for the three months ended June 30, 2025 and 2024, and $ 2.1 million and $ 1.8 million for the six months ended June 30, 2025 and 2024, respectively.

The Company’s second quarter 2025 cash dividend of $ 0.34 per share was paid on June 5, 2025.

On June 26, 2025 , the Company’s Board of Directors declared a cash dividend of $ 0.36 per share payable on September 4, 2025 to shareholders of record on August 7, 2025 .

Repurchase of 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.

During the three and six months ended June 30, 2025, the Company repurchased approximately 0.9 million and 1.4 million shares for a total cost of $ 93.7 million and $ 162.9 million, respectively.

During the three and six months ended June 30, 2024, the Company repurchased approximately 0.6 million and 1.0 million shares for a total cost of $ 72.2 million and $ 121.1 million, respectively.

As of June 30, 2025, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 2.5 million shares.

Income taxes:

On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law.

Among other things, the Act provides for numerous changes to existing tax law including extending or making permanent certain tax provisions of the Tax Cuts and Jobs Act of 2017 that were set to expire.

Certain provisions of the Act are expected to impact the Company’s income taxes, including 100 percent bonus depreciation for qualified capital expenditures acquired and placed in service after January 19, 2025 and amendments to the foreign-derived intangible income (“FDII”) regime.

Under Accounting Standards Codification (“ASC”) 740, Income Taxes , the

effects of the new legislation are recognized in the period of enactment, which is the date when the legislation was signed into law.

The Company is currently evaluating the effects of the Act on the Company’s income taxes, but does not expect that it will have a material impact on the Company’s consolidated financial statements.

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.

The Company reclassified amortization of deferred loan fees of $ 0.9 million from Depreciation and amortization to Other within cash flows from operating activities in the Consolidated Statements of Cash Flows for the six months ended June 30, 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 six months ended June 30, 2024.

New Accounting Pronouncements:

1 unchanged sentence

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 requires disclosure of certain expenses in the financial statements including employee compensation and 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.

18 unchanged sentences

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:

Reportable segment financial information for the three months ended June 30, 2025 and 2024 are as follows:

Three Months Ended

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

(In millions)

19 unchanged sentences

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.

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 25.5 million and $ 22.8 million for the three months ended June 30, 2025 and 2024, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 37.0 million and $ 39.0 million for the three months ended June 30, 2025 and 2024, respectively.

(3) Ocean Transportation operating overhead includes dry-docking amortization of $ 7.0 million and $ 6.9 million for the three months ended June 30, 2025 and 2024, respectively.

(4) Capital expenditures exclude accrued capital expenditures of $ 4.0 million and $ 15.3 million as of June 30, 2025 and 2024, respectively.

Reportable segment financial information for the six months ended June 30, 2025 and 2024 are as follows:

Six Months Ended

June 30, 2025

June 30, 2024

(In millions)

Ocean Transportation

Operating Revenue (5)(6)

Operating Expenses:

Operating costs:

Direct cargo expense

Vessel operating expense

Operating overhead (7)

Direct operating costs

Depreciation and amortization

Total operating costs

Income from SSAT

General and administrative

Total Costs and Expenses

Operating Income:

Interest income

Interest expense

Other income (expense), net

Income before Taxes

Capital Expenditures (8)

(5) Ocean Transportation operating revenue excludes inter-segment revenue of $ 46.9 million and $ 42.5 million for the six months ended June 30, 2025 and 2024, respectively.

(6) Logistics operating revenue excludes inter-segment revenue of $ 69.6 million and $ 65.9 million for the six months ended June 30, 2025 and 2024, respectively.

(7) Ocean Transportation operating overhead includes dry-docking amortization of $ 13.6 million and $ 13.7 million for the six months ended June 30, 2025 and 2024, respectively.

(8) Capital expenditures exclude accrued capital expenditures of $ 4.0 million and $ 15.3 million as of June 30, 2025 and 2024, respectively.

Ocean Transportation’s operating expenses includes the following:

15 unchanged sentences

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 $ 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.

Accordingly, inter-segment revenue of $ 62.5 million and $ 61.8 million for the three months ended June 30 , 2025 and 2024, and $ 116.5 million and $ 108.4 million for the six months ended June 30, 2025 and 2024, respectively, have been eliminated from consolidated operating revenues.

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.

1 unchanged sentence

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 months ended March 31, 2025 and 2024 consisted of the following:

Condensed income statement information for SSAT for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Three Months Ended

Six Months Ended

(In millions)

6 unchanged sentences

(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 $ 91.0 million and $ 84.1 million at March 31, 2025 and December 31, 2024, respectively.

The Company’s investment in SSAT was $ 98.3 million and $ 84.1 million at June 30, 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 March 31, 2025 and December 31, 2024 consisted of the following:

Property and equipment as of June 30, 2025 and December 31, 2024 consisted of the following:

(In millions)

6 unchanged sentences

Total Property and Equipment, net

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.

New vessel construction in progress at June 30, 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 March 31, 2025 and December 31, 2024 consisted of the following:

Goodwill by segment as of June 30, 2025 and December 31, 2024 consisted of the following:

(In millions)

Transportation

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

Intangible assets as of June 30, 2025 and December 31, 2024 consisted of the following:

(In millions)

5 unchanged sentences

Total Intangible Assets, net

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.

The Company has reporting units within the Ocean Transportation and Logistics reportable segments.

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 2024 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three months ended March 31, 2025.

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, including the impact of tariffs.

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 and six months ended June 30, 2025.

The Company continues to 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, including the impact of tariffs.

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 three months ended March 31, 2025 and 2024 consisted of the following:

Three Months Ended

A summary of the activities within the CCF cash and cash equivalents, and investments account for the six months ended June 30, 2025 and 2024 consisted of the following:

Six Months Ended

(In millions)

7 unchanged sentences

Repurchase of assigned accounts receivable

Qualifying withdrawal payments out of the CCF

Qualifying withdrawal payments for vessel construction expenditures

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

5 unchanged sentences

Treasury obligations fund with daily liquidity.

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

At June 30, 2025, these short-term securities had a weighted average life of 99 days .

CCF Investments:

4 unchanged sentences

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

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

March 31, 2025

As of June 30, 2025, CCF investments maturities are as follows:

June 30, 2025

Year (in millions)

Remainder of 2025

Total CCF investments

1 unchanged sentence

CCF Assigned Accounts Receivable:

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.

As of June 30, 2025 and December 31, 2024, eligible accounts receivable of $ 80.2 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 March 31, 2025 and December 31, 2024, the Company’s debt consisted of the following:

As of June 30, 2025 and December 31, 2024, the Company’s debt consisted of the following:

(In millions)

10 unchanged sentences

Except as described below, the Company’s debt is described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Private Placement Term Loans :

In September 2016, the Company issued $ 200.0 million of 15 -year senior unsecured notes (the “Series D Notes”) at an interest rate of 3.14 percent, payable semi-annually.

In December 2016, the Company issued $ 75 million of 11 -year senior unsecured notes at an interest rate of 3.37 percent, payable semi-annually.

Revolving Credit Facility:

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

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 March 31, 2025 was unsecured, except for the Title XI debt.

On July 23, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for a five-year revolving credit facility, and $ 550 million in loan commitments, with an uncommitted $ 300 million increase option.

The Credit Agreement amended certain covenants and other terms including (i) amending the pricing grid to provide for pricing ranging from, at the Company’s election, Secured Overnight Financing Rate (“SOFR”) plus a margin between 1.125 percent and 1.75 percent depending on the Company’s consolidated net leverage ratio, or base rate plus a margin between 0.125 percent and 0.75 percent depending on the Company’s consolidated net leverage ratio;

and (ii) eliminating the minimum consolidated interest coverage ratio financial covenant.

The Company may prepay any amount outstanding under the Credit Agreement without premium or penalty, in accordance with the terms of the Credit Agreement.

The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates.

The Credit Agreement also contains customary events of default.

The Company paid fees of approximately $ 1.7 million in connection with the closing of the Credit Agreement.

As of June 30, 2025, the Company had $ 643.9 million of remaining borrowing availability under the $ 650 million revolving credit facility then in effect.

The Company used $ 6.1 million of the revolving credit facility for letters of credit outstanding as of June 30, 2025.

Borrowings under the revolving credit facility are classified as long-term debt in the Company’s Consolidated Balance Sheets, as principal payments are not required until the maturity date.

Amendments to Existing Private Placement Term Loan Facilities and New Shelf Facilities (“Private Loan Facilities”):

On July 23, 2025, the Company and the holders of the Private Loan Facilities entered into amendments (collectively, the “2025 Note Amendments”) to each of (i) the Third Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of September 14, 2016, among the Company and the holders of the notes issued thereunder, as amended;

and (ii) the Note Purchase Agreement dated December 21, 2016, in each case as amended prior to such date.

The 2025 Note Amendments provide for amendments to certain covenants and other terms, including eliminating the minimum consolidated interest coverage ratio financial covenant.

Debt Maturities:

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

As of June 30, 2025, debt maturities are as follows:

Year (in millions)

March 31, 2025

June 30, 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 months ended March 31, 2025 and 2024 consisted of the following:

Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Three Months Ended

Six Months Ended

(In millions)

2 unchanged sentences

Variable lease cost

Total lease cost

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

Sublease income

Total lease cost, net

Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at June 30, 2025 are as follows:

Year (in millions)

March 31, 2025

June 30, 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 three months ended March 31, 2025 consisted of the following:

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2025 consisted of the following:

Comprehensive

3 unchanged sentences

Amortization of prior service credit

Amortization of net actuarial gain (loss)

Amortization of net actuarial loss

Foreign currency exchange

1 unchanged sentence

Balance at March 31, 2025

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

Amortization of prior service credit

Amortization of net actuarial loss

Foreign currency exchange

Balance at June 30, 2025

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

Comprehensive

7 unchanged sentences

Balance at March 31, 2024

Amortization of prior service cost

Amortization of net actuarial gain (loss)

Foreign currency exchange

Balance at June 30, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

8 unchanged sentences

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:

The carrying value and fair value of the Company’s financial instruments as of June 30, 2025 and December 31, 2024 are as follows:

Quoted Prices in

4 unchanged sentences

(In millions)

March 31, 2025

Fair Value Measurements at March 31, 2025

June 30, 2025

Fair Value Measurements at June 30, 2025

Cash and cash equivalents

12 unchanged sentences

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 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

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended June 30, 2025 and 2024.

The computations for basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

(In millions, except per share amounts)

Effect of Dilutive Securities

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

(In millions, except per share amounts)

Effect of Dilutive Securities

SHARE-BASED COMPENSATION

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.

During the three and six months ended June 30, 2025, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 98,000 and 231,200 shares, respectively, with a combined weighted average grant date fair value of $ 112.55 and $ 130.46 per share, respectively.

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 $ 5.9 million and $ 6.3 million for the three months ended June 30, 2025 and 2024 and $ 11.7 million and $ 12.0 million for the six months ended June 30, 2025 and 2024, respectively.

Total unrecognized compensation cost related to unvested share-based compensation arrangements was $ 32.7 million at June 30, 2025, and is expected to be recognized over a weighted average period of approximately 1.8 years.

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

1 unchanged sentence

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 months ended March 31, 2025 and 2024 consisted of the following:

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 six months ended June 30, 2025 and 2024 consisted of the following:

Pension Benefits

Post-retirement Benefits

Three Months Ended March 31,

Three Months Ended June 30,

(In millions)

5 unchanged sentences

Net periodic benefit credit

Pension Benefits

Post-retirement Benefits

Six Months Ended June 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 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