What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-04-30 · 146 added, 59 removed, 410 unchanged (33% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

March 31, December 31,

June 30, December 31,

(In millions, except per share data) 2025 2024

30 unchanged sentences

300 shares authorized;

118 and 117 shares issued and outstanding

as of March 31, 2025 and December 31, 2024, respectively

118 and 117 shares issued and

outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,233 1,274

6 unchanged sentences

Condensed Consolidated Statements of Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions, except per share data) 2025 2024 2025 2024

14 unchanged sentences

Interest expense 56 56 112 114

Income before income tax provision 91 90

Income tax provision 22 23

Income before income tax provision (benefit) 143 147 234 237

Income tax provision (benefit) 37 ( 3 ) 59 20

Net income $ 106 $ 150 $ 175 $ 217

8 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

1 unchanged sentence

Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss), net of tax effect of $ 6 and $( 3 )

Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments,

net of tax effect of $ — and $ —

Foreign currency translation gain (loss), net of tax effect of

$ 14 , $( 4 ), $ 20 and $( 7 )

$ 29 $ ( 3 ) $ 47 $ ( 9 )

Unrealized gain (loss) on financial assets/liabilities

designated as hedging instruments, net of tax effect of $ — , $( 1 ), $ — and $( 1 )

Other comprehensive income (loss) 29 ( 3 ) 46 ( 8 )

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions) 2025 2024

20 unchanged sentences

Payment for debt issuance costs ( 3 ) ( 4 )

Repurchase of common stock ( 10 ) —

Change in bank overdrafts 22 27

Payment for tax withholdings for restricted shares ( 48 ) ( 17 )

Other 2 ( 1 )

Net cash used in financing activities ( 74 ) ( 35 )

7 unchanged sentences

Cash paid for interest 117 101

Cash paid (received) for income taxes, net of refunds ( 2 ) 3

Cash paid for income taxes, net of refunds 31 32

Amounts may not add due to rounding.

3 unchanged sentences

Comprehensive Loss Total Equity

Balance as of March 31, 2025 117,788 $ — $ 1,227 $ 641 $ ( 228 ) $ 1,640

Net income — — — 106 — 106

Other comprehensive income — — — — 29 29

Exercise and vesting of stock compensation awards

Tax withholdings related to vesting of stock compensation awards

— — ( 2 ) — — ( 2 )

Retirement of common stock ( 83 ) — ( 10 ) — — ( 10 )

Stock compensation expense

— — 16 — — 16

Balance as of June 30, 2025 117,745 $ — $ 1,233 $ 747 $ ( 199 ) $ 1,781

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

Comprehensive Loss Total Equity

Balance as of December 31, 2024 117,174 $ — $ 1,274 $ 572 $ ( 246 ) $ 1,601

5 unchanged sentences

— — ( 64 ) — — ( 64 )

Retirement of common stock ( 83 ) — ( 10 ) — — ( 10 )

Stock compensation expense

— — 31 — — 31

Balance as of June 30, 2025 117,745 $ — $ 1,233 $ 747 $ ( 199 ) $ 1,781

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

Comprehensive Loss Total Equity

Balance as of March 31, 2024 116,312 $ — $ 1,302 $ 252 $ ( 222 ) $ 1,332

Net income — — — 150 — 150

Other comprehensive loss — — — — ( 3 ) ( 3 )

Exercise and vesting of stock compensation awards

Tax withholdings related to vesting of stock compensation awards

— — ( 3 ) — — ( 3 )

Stock compensation expense

— — 23 — — 23

Balance as of June 30, 2024 116,344 $ — $ 1,322 $ 402 $ ( 225 ) $ 1,499

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

9 unchanged sentences

— — 42 — — 42

Balance as of March 31, 2024 116,312 $ — $ 1,302 $ 252 $ ( 222 ) $ 1,332

Balance as of June 30, 2024 116,344 $ — $ 1,322 $ 402 $ ( 225 ) $ 1,499

Amounts may not add due to rounding.

16 unchanged sentences

The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Within our Condensed Consolidated Financial Statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers.

1 unchanged sentence

Restricted Cash

As of March 31, 2025 and December 31, 2024, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 9 million and $ 53 million, respectively.

As of June 30, 2025 and December 31, 2024, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 8 million and $ 53 million, respectively.

Our restricted cash balance as of December 31, 2024 included approximately $ 47 million of proceeds received from the sale of a service center in our North American LTL segment in December 2024.

4 unchanged sentences

We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is € 200 million (approximately $ 216 million as of March 31, 2025).

As of March 31, 2025, € 1 million (approximately $ 1 million) was available under the program.

The weighted average interest rate was 4.77 % as of March 31, 2025.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is € 200 million (approximately $ 236 million as of June 30, 2025).

As of June 30, 2025, € 1 million (approximately $ 2 million) was available under the program.

The weighted average interest rate was 4.80 % as of June 30, 2025.

The program expires in July 2026.

Information related to the trade receivables sold was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

1 unchanged sentence

Receivables sold in period

$ 495 $ 449 $ 920 $ 899

Cash consideration

495 449 920 899

Factoring programs

10 unchanged sentences

We base our fair value estimates on market assumptions and available information.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2025 and December 31, 2024 due to their short-term nature and/or being receivable or payable on demand.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of June 30, 2025 and December 31, 2024 due to their short-term nature and/or being receivable or payable on demand.

The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for the securitization program.

1 unchanged sentence

(In millions) Carrying Value Fair Value Level 1

March 31, 2025 $ 172 $ 172 $ 172

June 30, 2025 $ 196 $ 196 $ 196

December 31, 2024 205 205 205

We measure Level 1 equity investments at fair value on a recurring basis using quoted prices in active markets.

We have no equity investments as of March 31, 2025 and, as of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Condensed Consolidated Balance Sheets, was not material.

During the three months ended March 31, 2025 and March 31, 2024, we recognized a gain on equity investments of $ 0 million and $ 3 million, respectively, in Other income on our Condensed Consolidated Statements of Income.

We have no equity investments as of June 30, 2025 and, as of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Condensed Consolidated Balance Sheets, was not material.

During the first quarter of 2024, we recognized a gain on equity investments of $ 3 million in Other income on our Condensed Consolidated Statements of Income.

There was no material gain on equity investments in the second quarter of 2024 or in 2025.

For information on the fair value hierarchy of our derivative instruments and financial liabilities, see Note 5—Derivative Instruments and Note 6—Debt, respectively.

Accounting Pronouncements Issued but Not Yet Effective

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions.

In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements.

14 unchanged sentences

In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets.

We offer dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight forwarding, warehousing and multimodal solutions, such as road-rail and road-short sea combinations.

We offer dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding and multimodal solutions, such as road-rail and road-short sea combinations.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reportable segments.

3 unchanged sentences

We do not provide asset information by segment to the CODM.

Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments.

Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income before debt extinguishment loss, interest expense, income tax provision (benefit), depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments.

Our CODM uses adjusted EBITDA to allocate resources, including property and equipment and financial or capital resources, to the segments and to assess their performance by monitoring budget-to-actual and year-over-year variances.

The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(In millions) North American LTL European Transportation Corporate (1)

5 unchanged sentences

Insurance and claims 25 15 — 40

Gains on sales of property and equipment — ( 1 ) — ( 2 )

(Gains) losses on sales of property and equipment 2 ( 3 ) — ( 1 )

Pension (income) expense ( 2 ) — — ( 1 )

Adjusted EBITDA $ 300 $ 44 $ ( 4 ) $ 340

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(In millions) North American LTL European Transportation Corporate (1)

6 unchanged sentences

(Gains) losses on sales of property and equipment 1 ( 5 ) — ( 4 )

Pension income ( 6 ) — — ( 6 )

Pension (income) expense ( 6 ) — — ( 6 )

Adjusted EBITDA $ 297 $ 49 $ ( 3 ) $ 343

Six Months Ended June 30, 2025

(In millions) North American LTL European Transportation Corporate (1)

Revenue $ 2,412 $ 1,622 $ — $ 4,034

Salaries, wages and employee benefits 1,259 436 8 1,703

Purchased transportation 69 757 — 826

Fuel, operating expenses and supplies 454 324 — 777

Operating taxes and licenses 33 7 — 40

Insurance and claims 49 26 — 75

(Gains) losses on sales of property and equipment 2 ( 5 ) — ( 3 )

Pension (income) expense ( 3 ) — — ( 3 )

Adjusted EBITDA $ 550 $ 76 $ ( 8 ) $ 618

Six Months Ended June 30, 2024

(In millions) North American LTL European Transportation Corporate (1)

Revenue $ 2,493 $ 1,605 $ — $ 4,097

Salaries, wages and employee benefits 1,252 428 8 1,688

Purchased transportation 146 728 — 874

Fuel, operating expenses and supplies 479 335 — 814

Operating taxes and licenses 32 8 — 40

Insurance and claims 41 27 3 71

(Gains) losses on sales of property and equipment 3 ( 9 ) — ( 5 )

Pension (income) expense ( 13 ) — — ( 12 )

Other (income) expense — — ( 3 ) ( 3 )

2 unchanged sentences

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated net income:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

6 unchanged sentences

Interest expense 56 56 112 114

Income tax provision 22 23

Income tax provision (benefit) 37 ( 3 ) 59 20

Depreciation and amortization expense 131 122 254 239

Legal matter (1)

( 2 ) — ( 13 ) —

Transaction and integration costs 3 12 6 26

3 unchanged sentences

The following table presents depreciation and amortization expense by segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

4 unchanged sentences

Total $ 131 $ 122 $ 254 $ 239

As of March 31, 2025 and December 31, 2024, we held long-lived tangible assets outside of the U.S., including right of use assets, of $ 742 million and $ 715 million, respectively.

As of June 30, 2025 and December 31, 2024, we held long-lived tangible assets outside of the U.S., including right of use assets, of $ 789 million and $ 715 million, respectively.

Revenue Recognition

1 unchanged sentence

Our revenue disaggregated by geographic area based on sales office location was as follows:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(In millions) North American LTL European Transportation Total

5 unchanged sentences

Total $ 1,240 $ 841 $ 2,080

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(In millions) North American LTL European Transportation Total

5 unchanged sentences

Total $ 1,272 $ 808 $ 2,079

Six Months Ended June 30, 2025

(In millions) North American LTL European Transportation Total

United States $ 2,358 $ — $ 2,358

North America (excluding United States) 54 — 54

France — 650 650

United Kingdom — 539 539

Europe (excluding France and United Kingdom) — 433 433

Total $ 2,412 $ 1,622 $ 4,034

Six Months Ended June 30, 2024

(In millions) North American LTL European Transportation Total

United States $ 2,438 $ — $ 2,438

North America (excluding United States) 55 — 55

France — 664 664

United Kingdom — 497 497

Europe (excluding France and United Kingdom) — 443 443

Total $ 2,493 $ 1,605 $ 4,097

Restructuring Charges

2 unchanged sentences

Our restructuring-related activity was as follows:

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(In millions) Reserve Balance

December 31, 2024 Charges Incurred Payments Reserve Balance

March 31, 2025

June 30, 2025

North American LTL $ 3 $ 4 $ ( 2 ) $ 4

2 unchanged sentences

Total $ 5 $ 18 $ ( 11 ) $ 12

In addition to the severance charges noted in the table above, we recorded non-cash charges in our European Transportation segment of $ 2 million during the first three months of 2025.

We expect that the majority of the cash outlays related to the severance charges incurred in the first three months of 2025 will be completed within 12 months.

In addition to the severance charges noted in the table above, we recorded non-cash charges in our European Transportation segment of $ 2 million during the first six months of 2025.

We expect that the majority of the cash outlays related to the severance charges incurred in the first six months of 2025 will be completed within 12 months.

Derivative Instruments

5 unchanged sentences

The fair value of our derivative instruments and the related notional amounts were as follows:

March 31, 2025

June 30, 2025

Derivative Assets Derivative Liabilities

3 unchanged sentences

Cross-currency swap agreements 369 Other long-term assets — Other long-term liabilities ( 48 )

Interest rate swaps 550 Other current assets — Other current liabilities ( 1 )

Interest rate swaps 550 Other long-term assets — Other long-term liabilities ( 1 )

Total $ — $ ( 82 )

9 unchanged sentences

The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of Income was as follows:

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Three Months Ended March 31,

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Three Months Ended June 30,

(In millions) 2025 2024 2025 2024 2025 2024

4 unchanged sentences

Total $ ( 59 ) $ 5 $ — $ — $ 3 $ 2

Six Months Ended June 30,

(In millions) 2025 2024 2025 2024 2025 2024

Derivatives designated as cash flow hedges

Interest rate swaps $ ( 1 ) $ 2 $ — $ 1 $ — $ —

Derivatives designated as net investment hedges

Cross-currency swap agreements ( 84 ) 18 — — 5 5

Total $ ( 85 ) $ 21 $ — $ 1 $ 5 $ 5

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt.

12 unchanged sentences

We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges.

The outstanding interest rate swaps mature in the first quarter of 2026.

In the second quarter of 2025, we extended our outstanding interest rate swaps through the fourth quarter of 2026.

We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue.

Cash flows related to the interest rate swaps are included in Cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions) Principal Balance Carrying Value Principal Balance Carrying Value

14 unchanged sentences

(In millions) Fair Value Level 1 Level 2

March 31, 2025 $ 3,539 $ 2,209 $ 1,330

June 30, 2025 $ 3,593 $ 2,246 $ 1,346

December 31, 2024 3,541 2,223 1,318

5 unchanged sentences

The maturity date of the Revolving Credit Facility is April 30, 2030.

As of March 31, 2025, we have $ 599 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $ 1 million.

As of June 30, 2025, we have $ 599 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $ 1 million.

Our borrowings under the Revolving Credit Facility bear interest at a rate equal to:

1 unchanged sentence

Dollars, Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate and (b) for loans denominated in Canadian Dollars, Term Canadian Overnight Repo Rate (“CORRA”) or the Canadian base rate plus (i) in the case of base rate loans, an applicable rate ranging from 0.25 % to 1.00 % or, (ii) in the case of Term SOFR or Term CORRA loans, an applicable rate ranging from 1.25 % to 2.00 %, which is determined based on our Consolidated Total Net Leverage Ratio (as defined in the Revolving Credit Agreement).

In addition, we are required to pay an unused commitment fee of between 0.20 % and 0.30 % on the undrawn commitments under the Revolving Credit Facility, determined based on our Consolidated Total Net Leverage Ratio.

In addition, we are required to pay an unused

commitment fee of between 0.20 % and 0.30 % on the undrawn commitments under the Revolving Credit Facility, determined based on our Consolidated Total Net Leverage Ratio.

The Revolving Credit Facility is secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions, and contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature.

Security interests and certain covenants under the Revolving Credit Agreement will release, terminate or be amended upon, among other things, the Company’s achievement of investment grade ratings from at least two rating agencies.

As of March 31, 2025, we were in compliance with the Revolving Credit Facility’s financial covenants.

As of June 30, 2025, we were in compliance with the Revolving Credit Facility’s financial covenants.

Letters of Credit Facility

As of March 31, 2025, we had issued $ 133 million in aggregate face amount of letters of credit under our $ 200 million uncommitted secured evergreen letter of credit facility.

As of June 30, 2025, we had issued $ 133 million in aggregate face amount of letters of credit under our $ 200 million uncommitted secured evergreen letter of credit facility.

Term Loan Facility

2 unchanged sentences

The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans.

We recorded a debt extinguishment loss of $ 5 million due to this refinancing.

We recorded a debt extinguishment loss of $ 5 million in the first quarter of 2025 due to this refinancing.

The Refinancing Term Loan Facilities bear interest at a rate per annum equal to, at the Company’s option, either alternate base rate (“ABR”) or Term SOFR plus (i) in the case of ABR Loans, 0.75 % or, (ii) in the case of Term SOFR Loans, 1.75 %, which, in each case after September 30, 2025, shall be reduced by 0.25 % upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan Credit Agreement) of less than or equal to 1.21 to 1.00.

1 unchanged sentence

The Amended Term Loan Credit Agreement contains customary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important exceptions and qualifications.

The weighted average interest rate of our term loans was approximately 6.07 % as of March 31, 2025.

The weighted average interest rate of our term loans was approximately 6.08 % as of June 30, 2025.

Stockholders’ Equity

1 unchanged sentence

In March 2025, our Board of Directors authorized repurchases of up to $ 750 million of our common stock.

Our share repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations.

The repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations.

The new share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares.

We may suspend or discontinue the program at any time.

This plan replaces our previous share repurchase plan, authorized in February 2019, which had $ 503 million remaining.

There were no share repurchases during the first quarter of 2025 and our remaining share repurchase authorization as of March 31, 2025 is $ 750 million.

We may suspend or discontinue this program at any time.

This plan replaced our previous share repurchase plan, authorized in February 2019.

In the second quarter of 2025, we repurchased and retired 0.1 million shares of common stock with an aggregate value of $ 10 million at an average price of $ 120.41 per share.

The share repurchases were funded by cash on hand.

As of June 30, 2025, our remaining share repurchase authorization was $ 740 million.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law.

The legislation includes modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and business interest expense limitations.

We are evaluating the full effects of the legislation on our financial statements, but we anticipate cash tax savings with an immaterial impact on our effective tax rate.

During the second quarter of 2024, the Company executed a legal entity reorganization in our European Transportation business that resulted in a one-time tax benefit of $ 41 million in the second quarter of 2024.

Earnings per Share

The computations of basic and diluted earnings per share were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions, except per share data) 2025 2024 2025 2024

39 unchanged sentences

The trial on the pollution exclusion issue took place in October 2024 where the jury issued a favorable verdict for the Company, finding that the pollution exclusion applied to the General policy over several years for which Allianz seeks contribution.

The trial on allocation of defense and indemnity costs among the applicable insurance policies is taking place over multiple dates from March to June 2025.

The trial on allocation of defense and indemnity costs among the applicable insurance policies took place during the first half of 2025, with final hearings on allocation currently scheduled for October 2025.

We have accrued an immaterial amount for the potential exposure associated with ultimate allocation to the relevant policies;

however, any losses that may arise in connection with the fronting policies issued by defendant insurers ACE, Westport, and General are not reasonably estimable at this time.

Subsequent Events

In July 2025, we used cash on hand to repay $ 50 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

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