MATX 10-Q
Matson, Inc. (MATX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Number of shares of common stock outstanding as of June 30, 2026:
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MATSON, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
(In millions, except per share amounts) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Operating Revenue: | ||||||||||||
Ocean Transportation | $ | | $ | | $ | | $ | | ||||
Logistics |
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Total Operating Revenue |
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Costs and Expenses: | ||||||||||||
Operating costs |
| ( |
| ( |
| ( | ( | |||||
Income from SSAT |
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General and administrative |
| ( |
| ( |
| ( | ( | |||||
Total Costs and Expenses |
| ( |
| ( |
| ( |
| ( | ||||
Operating Income |
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Interest income | | | | | ||||||||
Interest expense, net |
| ( |
| ( |
| ( | ( | |||||
Other income (expense), net |
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Income before Taxes |
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Income taxes |
| ( |
| ( |
| ( | ( | |||||
Net Income | $ | | $ | | $ | | $ | | ||||
Comprehensive Income (Loss), Net of Income Taxes: | ||||||||||||
Net Income | $ | | $ | | $ | | $ | | ||||
Other Comprehensive Income (Loss): | ||||||||||||
Net change in pension and post-retirement liabilities | ( | ( | ( | ( | ||||||||
Other adjustments |
| ( |
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| ( | | |||||
Total Other Comprehensive Income (Loss), Net of Income Taxes |
| ( |
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| ( |
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Total Comprehensive Income | $ | | $ | | $ | | $ | | ||||
Basic Earnings Per Share | $ | | $ | | $ | | $ | | ||||
Diluted Earnings Per Share | $ | | $ | | $ | | $ | | ||||
Weighted Average Number of Shares Outstanding: | ||||||||||||
Basic |
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Diluted |
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See Notes to Condensed Consolidated Financial Statements.
1
MATSON, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, | December 31, | |||||
(In millions) | | 2026 | | 2025 | ||
ASSETS | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net of allowance for credit losses of $ |
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Prepaid expenses and other assets |
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Total current assets |
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Long-term Assets: | ||||||
Investment in SSAT |
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Property and equipment, net |
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Operating lease right-of-use assets | | | ||||
Goodwill |
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Intangible assets, net | | | ||||
Capital Construction Fund | | | ||||
Deferred dry-docking costs, net | | | ||||
Other long-term assets |
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Total long-term assets | | | ||||
Total Assets | $ | | $ | | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Current Liabilities: | ||||||
Current portion of debt | $ | | $ | | ||
Accounts payable and accruals |
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Operating lease liabilities | | | ||||
Other liabilities |
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Total current liabilities |
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Long-term Liabilities: | ||||||
Long-term debt, net of deferred loan fees |
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Long-term operating lease liabilities | | | ||||
Deferred income taxes, net |
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Other long-term liabilities | | | ||||
Total long-term liabilities |
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Commitments and Contingencies (see Note 16) | ||||||
Shareholders’ Equity: | ||||||
Common stock |
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Additional paid in capital |
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Accumulated other comprehensive income (loss), net |
| ( |
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Retained earnings |
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Total shareholders’ equity |
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Total Liabilities and Shareholders’ Equity | $ | | $ | | ||
See Notes to Condensed Consolidated Financial Statements.
2
MATSON, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, | |||||||
(In millions) | | 2026 | | 2025 | | ||
Cash Flows From Operating Activities: | |||||||
Net income | $ | | $ | | |||
Reconciling adjustments: | |||||||
Depreciation and amortization |
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Amortization of operating lease right-of-use assets | | | |||||
Deferred income taxes, net |
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Share-based compensation expense |
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Income from SSAT |
| ( |
| ( | |||
Other | ( | ( | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable, net |
| ( |
| ( | |||
Deferred dry-docking payments |
| ( |
| ( | |||
Deferred dry-docking amortization |
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Prepaid expenses and other assets |
| ( |
| ( | |||
Accounts payable, accruals and other liabilities |
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| ( | |||
Operating lease assets and liabilities, net | ( | ( | |||||
Other long-term liabilities |
| ( |
| ( | |||
Net cash provided by operating activities |
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Cash Flows From Investing Activities: | |||||||
Vessel construction expenditures | ( | ( | |||||
Capital expenditures (excluding vessel construction expenditures) |
| ( |
| ( | |||
Proceeds from disposal of property and equipment, net |
| ( | | ||||
Cash and interest deposited into the Capital Construction Fund |
| ( |
| ( | |||
Withdrawals from Capital Construction Fund | | | |||||
Net cash used in investing activities |
| ( |
| ( | |||
Cash Flows From Financing Activities: | |||||||
Repayments of debt |
| ( |
| ( | |||
Dividends paid | ( |
| ( | ||||
Repurchase of Matson common stock | ( |
| ( | ||||
Tax withholding related to net share settlements of restricted stock units | ( | ( | |||||
Net cash used in financing activities |
| ( |
| ( | |||
Net Decrease in Cash and Cash Equivalents |
| ( |
| ( | |||
Cash and Cash Equivalents, Beginning of the Period |
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Cash and Cash Equivalents, End of the Period | $ | | $ | | |||
Supplemental Cash Flow Information: | |||||||
Interest paid, net of capitalized interest | $ | | $ | | |||
Income taxes paid, net of income tax refunds | $ | | $ | | |||
Non-cash Information: | |||||||
Capital expenditures included in accounts payable, accruals and other liabilities | $ | | $ | | |||
Accrued dividends | $ | | $ | | |||
See Notes to Condensed Consolidated Financial Statements.
3
MATSON, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
Accumulated | |||||||||||||||||
Common Stock | Additional | Other | |||||||||||||||
Stated | Paid In | Comprehensive | Retained | ||||||||||||||
(In millions, except per share amounts) | | Shares | | Value | | Capital | | Income (Loss) | | Earnings | | Total | |||||
Balance at December 31, 2025 |
| | $ | |
| $ | | $ | | $ | | $ | | ||||
Net income |
| — |
| — |
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| — |
| — |
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Other comprehensive income (loss), net of tax |
| — |
| — |
|
| — |
| ( |
| — |
| ( | ||||
Share-based compensation |
| — |
| — |
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| — |
| — |
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Shares issued, net of shares withheld for employee taxes |
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| ( |
| — |
| — |
| ( | ||||||
Shares repurchased |
| ( | ( | ( | — | ( | ( | ||||||||||
Dividends ($ |
| — |
| — |
|
| — |
| — |
| ( |
| ( | ||||
Balance at March 31, 2026 |
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Net income |
| — |
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| — |
| — |
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Other comprehensive income (loss), net of tax | — |
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| — |
| ( |
| — |
| ( | |||||
Share-based compensation |
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| — |
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Shares issued, net of shares withheld for employee taxes |
| ( |
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| — |
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| — |
| — | ||||
Shares repurchased |
| ( | ( | ( | — | ( | ( | ||||||||||
Dividends ($ | — |
| — |
|
| — |
| — |
| ( |
| ( | |||||
Balance at June 30, 2026 |
| | $ | |
| $ | | $ | ( | $ | | $ | | ||||
Accumulated | |||||||||||||||||
Common Stock | Additional | Other | |||||||||||||||
Stated | Paid In | Comprehensive | Retained | ||||||||||||||
(In millions, except per share amounts) | | Shares | | Value | | Capital | | Income (Loss) | | Earnings | | Total | |||||
Balance at December 31, 2024 |
| | $ | |
| $ | | $ | ( | $ | | $ | | ||||
Net income |
| — |
| — |
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| — |
| — |
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Other comprehensive income (loss), net of tax |
| — |
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| ( |
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| ( | ||||
Share-based compensation |
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Shares issued, net of shares withheld for employee taxes |
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| ( |
| — |
| — |
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Shares repurchased |
| ( | ( | ( | — | ( | ( | ||||||||||
Dividends ($ |
| — |
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| — |
| — |
| ( |
| ( | ||||
Balance at March 31, 2025 |
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Net income |
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Other comprehensive income (loss), net of tax | — |
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Share-based compensation |
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Shares issued, net of shares withheld for employee taxes |
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| ( |
| — |
| — |
| ( | ||||
Shares repurchased |
| ( | ( | ( | — | ( | ( | ||||||||||
Dividends ($ | — |
| — |
|
| — |
| — |
| ( | ( | ||||||
Balance at June 30, 2025 |
| | $ | |
| $ | | $ | ( | $ | | $ | | ||||
See Notes to Condensed Consolidated Financial Statements.
4
MATSON, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF THE BUSINESS
Matson, Inc., a holding company incorporated in the State of Hawaii, and its subsidiaries (“Matson” or the “Company”), is a leading provider of ocean transportation and logistics services. The Company consists of
Ocean Transportation: Matson’s Ocean Transportation business is conducted through Matson Navigation Company, Inc. (“MatNav”), a wholly-owned subsidiary of Matson, Inc. 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, which includes 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 in Hawaii and Alaska.
Matson has a
Logistics: Matson’s Logistics business is conducted through Matson Logistics, Inc. (“Matson Logistics”), a wholly-owned subsidiary of MatNav. Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and provides a variety of logistics services to its customers including: (i) multimodal transportation brokerage of domestic and international rail intermodal services, long-haul and regional highway trucking services, specialized hauling, flat-bed and project services, less-than-truckload services, and expedited freight services (collectively, “Transportation Brokerage” services); (ii) less-than-container load (“LCL”) consolidation and freight forwarding services (collectively, “Freight Forwarding” services); (iii) warehousing, trans-loading, value-added packaging and distribution services (collectively, “Warehousing” services); and (iv) purchase order management, booking services, and non-vessel operating common carrier (“NVOCC”) freight forwarding services (collectively, “Supply Chain Management” services).
2. GENERAL AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The Condensed Consolidated Financial Statements are unaudited and include the accounts of Matson, Inc. and all wholly-owned subsidiaries, after elimination of intercompany amounts and transactions. Significant investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. The Company accounts for its investment in SSAT using the equity method of accounting.
Due to the nature of the Company’s operations, the results for interim periods are not necessarily indicative of results to be expected for the year. These Condensed Consolidated Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim periods, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements.
The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
5
Fiscal Period: The period end for Matson covered by this report is June 30, 2026. The period end for MatNav and its subsidiaries covered by this report is June 26, 2026.
Significant Accounting Policies: The Company’s significant accounting policies are described in Note 2 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, 2025.
Use of Estimates: The preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for but not limited to: useful lives of property and equipment, impairment of investments; impairment of long-lived assets, intangible assets and goodwill; capitalized interest; allowance for credit losses; legal contingencies; insurance reserves and other related liabilities; accrual estimates; pension and post-retirement estimates; multi-employer withdrawal liabilities; operating lease assets and liabilities; estimates of income (loss) from SSAT; and income tax estimates. Future results could be materially affected if actual results differ from these estimates and assumptions.
Recognition of Revenues and Expenses: Revenue and expenses in the Company’s Condensed Consolidated Financial Statements are presented net of elimination of intercompany amounts and transactions. The following is a description of the Company’s principal revenue generating activities by segment, and the Company’s revenue and expense recognition policy for each activity for the periods presented:
Three Months Ended |
| Six Months Ended | ||||||||||
June 30, |
| June 30, | ||||||||||
Ocean Transportation (in millions) (1) | 2026 | | 2025 |
| 2026 | | 2025 | |||||
Ocean Transportation services | $ | | $ | | $ | | $ | | ||||
Terminal and other related services | | | | | ||||||||
Fuel sales | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
| (1) | Ocean Transportation revenue transactions are primarily denominated in U.S. dollars except for less than |
| ◾ | 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 general and administrative expenses, are charged to operating costs as incurred. |
| ◾ | Terminal and other related services revenue is recognized as the services are performed. Terminal and other related service costs are recognized as incurred. |
| ◾ | Fuel sales revenue and related costs are recognized when the Company has completed delivery of the product to the customer in accordance with the terms and conditions of the contract. |
Three Months Ended |
| Six Months Ended | ||||||||||
June 30, |
| June 30, | ||||||||||
Logistics (in millions) (1) | 2026 | 2025 | 2026 | 2025 | ||||||||
Transportation Brokerage and Freight Forwarding services | $ | | $ | | $ | | $ | | ||||
Warehousing services | | | | | ||||||||
Supply Chain Management services |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | | $ | | ||||
| (1) | Logistics revenue transactions are primarily denominated in U.S. dollars except for less than |
| ◾ | Transportation Brokerage and Freight Forwarding services revenue consists of amounts billed to customers for services provided. The primary costs include third-party purchased transportation services, agent commissions, labor and equipment. Revenue and the related purchased third-party transportation costs are recognized over the duration of a delivery based upon the relative transit time completed in each reporting period. Labor, agent commissions, and other operating costs are expensed as incurred. 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 services revenue consists 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 |
6
| customer. Storage related costs are recognized as incurred. 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. Revenue is deferred when services are invoiced in advance to the customer. Deferred revenue is included in other liabilities in the Company’s Condensed Consolidated Financial Statements. The Company’s receivables are classified as short-term as collection terms are for periods of less than one year. The Company expenses sales commissions and contract acquisition costs as incurred because the amounts are generally immaterial. 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 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. The weighted average interest rate is determined using the Company’s average borrowings outstanding during the period. 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 $
Dividends: The Company’s second quarter 2026 cash dividend of $
Repurchase of Shares: During the three and six months ended June 30, 2026, the Company repurchased approximately
On April 23, 2026, the Company’s Board of Directors approved an additional
Recently adopted accounting pronouncements: In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides optional simplified methods for estimating credit losses on current accounts receivable. ASU 2025-05 is effective for interim and annual periods beginning after December 31, 2025. The adoption of ASU 2025-05 during the six months ended June 30, 2026 did not have a material impact on the Company’s Consolidated Financial Statements.
New Accounting Pronouncements: In November 2024, the 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 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. 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.
7
3. 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 (“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
Reportable segment financial information for the three months ended June 30, 2026 and 2025 are as follows:
Three Months Ended | Three Months Ended | |||||||||||||||||
June 30, 2026 | June 30, 2025 | |||||||||||||||||
(In millions) | | Ocean Transportation | | Logistics | Total | | Ocean Transportation | | Logistics | | Total | |||||||
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 | | | ||||||||||||||||
Interest expense, net | ( | ( | ||||||||||||||||
Other income (expense), net |
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Income before Taxes |
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Income taxes |
| ( |
| ( | ||||||||||||||
Net Income | $ | | $ | | ||||||||||||||
Capital Expenditures (4) | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
| (1) | Ocean Transportation operating revenue excludes inter-segment revenue of $ |
| (2) | Logistics operating revenue excludes inter-segment revenue of $ |
| (3) | Ocean Transportation operating overhead includes dry-docking amortization of $ |
| (4) | Capital expenditures exclude accrued capital expenditures of $ |
8
Reportable segment financial information for the six months ended June 30, 2026 and 2025 are as follows:
Six Months Ended | Six Months Ended | |||||||||||||||||
June 30, 2026 | June 30, 2025 | |||||||||||||||||
(In millions) | | Ocean Transportation | | Logistics | | Total | | Ocean Transportation | | Logistics | | Total | ||||||
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 (Loss) from SSAT | | — | | | — | | ||||||||||||
General and administrative |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | ||||||
Total Costs and Expenses | ( | ( | ( | ( | ( | ( | ||||||||||||
Operating Income: | $ | | $ | | | $ | | $ | | | ||||||||
Interest income | | | ||||||||||||||||
Interest expense, net | ( | ( | ||||||||||||||||
Other income (expense), net |
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Income before Taxes |
| |
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Income taxes |
| ( |
| ( | ||||||||||||||
Net Income | $ | | $ | | ||||||||||||||
Capital Expenditures (8) | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
| (5) | Ocean Transportation operating revenue excludes inter-segment revenue of $ |
| (6) | Logistics operating revenue excludes inter-segment revenue of $ |
| (7) | Ocean Transportation operating overhead includes dry-docking amortization of $ |
| (8) | Capital expenditures exclude accrued capital expenditures of $ |
Ocean Transportation’s operating expenses includes the following:
| ● | Operating costs includes: |
| o | Direct Cargo Expense includes terminal handling costs including labor, stevedoring and wharfage, outside purchased transportation and other related costs. |
| o | Vessel Operating Expense includes crew wages and related costs; fuel; 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, 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. |
9
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 $
4. INVESTMENT IN SSAT
The Company’s investment in SSAT is described in Note 4 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, 2025. Condensed income statement information for SSAT for the three and six months ended June 30, 2026 and 2025 consisted of the following:
Three Months Ended |
| Six Months Ended |
| ||||||||||
June 30, |
| June 30, |
| ||||||||||
(In millions) | 2026 | | 2025 |
| 2026 | | 2025 |
| |||||
Operating revenue | $ | | $ | | $ | | $ | | |||||
Operating costs and expenses | ( | ( | ( | ( | |||||||||
Operating income | | | | | |||||||||
SSAT’s Net Income (1) | $ | | $ | | $ | | $ | | |||||
Company’s Share of SSAT’s Net Income (2) | $ | | $ | | $ | | $ | | |||||
| (1) | Includes income and losses from equity method investment held by SSAT less income and losses allocated to non-controlling interests. |
| (2) | The Company records its share of net income 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 $
5. PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:
June 30, | December 31, | |||||
(In millions) | | 2026 | | 2025 | ||
Cost: | ||||||
Vessels | $ | | $ | | ||
Containers and equipment | | | ||||
Terminal equipment and other property | | | ||||
Vessel construction in progress | | | ||||
Other construction in progress | | | ||||
Total Property and Equipment | | | ||||
Less: Accumulated Depreciation | ( | ( | ||||
Total Property and Equipment, net | $ | | $ | | ||
Vessel construction in progress at June 30, 2026 and December 31, 2025 includes milestone progress payments, capitalized interest and other costs related to the construction of
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6. GOODWILL AND INTANGIBLES
The Company’s goodwill and intangibles are described in Note 6 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, 2025. Goodwill by reportable segment as of June 30, 2026 and December 31, 2025 consisted of the following:
As of June 30, 2026 |
| As of December 31, 2025 | |||||||||||||||||
Ocean |
| Ocean | |||||||||||||||||
(In millions) | | Transportation | | Logistics | | Total |
| | Transportation | | Logistics | | Total | ||||||
Goodwill | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Intangible assets by reportable segment as of June 30, 2026 and December 31, 2025 consisted of the following:
June 30, | December 31, | ||||||
(In millions) | | 2026 | | 2025 | |||
Customer Relationships: | |||||||
Ocean Transportation | $ | | $ | | |||
Logistics | | | |||||
Total | | | |||||
Less: Accumulated Amortization | ( | ( | |||||
Total Customer Relationships, net | | | |||||
Trade name – Logistics | | | |||||
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 2025 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three and six months ended June 30, 2026.
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.
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7. CAPITAL CONSTRUCTION FUND
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, 2025. A summary of the activities within the CCF cash and cash equivalents, and CCF investments account for the six months ended June 30, 2026 and 2025 consisted of the following:
Six Months Ended | |||||||
June 30, | |||||||
(In millions) | | 2026 | | 2025 | |||
CCF Cash and Cash Equivalents: | |||||||
CCF cash and cash equivalents balance at beginning of period | $ | | $ | | |||
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 for vessel construction expenditures | ( | ( | |||||
Total CCF cash and cash equivalents balance at end of period | | | |||||
CCF Investments: | |||||||
CCF investments balance at beginning of period | | | |||||
Sale of U.S. Treasury debt securities at maturity | ( | ( | |||||
Accretion of CCF investments | | | |||||
Total CCF investments balance at end of period | | | |||||
Total CCF cash and cash equivalents, and investments balance at end of period | $ | | $ | | |||
CCF Cash and Cash Equivalents: Cash on deposit in the CCF account is invested in a short-term U.S. Treasury obligations fund with daily liquidity. At June 30, 2026, these short-term securities had a weighted average life of .
CCF Investments: The cost of CCF 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.
CCF Maturities: As of June 30, 2026, CCF investments maturities are as follows:
As of | |||||||
June 30, 2026 | |||||||
Year (in millions) | | Cost | Fair Value | ||||
Remainder of 2026 | $ | | $ | | |||
2027 |
| |
| | |||
Total CCF investments | $ | | $ | | |||
CCF cash and cash equivalents, and investments are classified as a long-term asset in the Company’s Condensed Consolidated Balance Sheets as the Company intends to use withdrawals to fund qualified milestone progress payments for the construction of
CCF Assigned Accounts Receivable: As of June 30, 2026 and December 31, 2025, eligible accounts receivable of $
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8. DEBT
The Company’s debt is described in Note 8 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, 2025. Total debt as of June 30, 2026 and December 31, 2025 consisted of the following:
June 30, | December 31, | |||||
(In millions) | | 2026 | | 2025 | ||
Private Placement Term Loans: | ||||||
$ | | $ | | |||
| | |||||
Title XI Debt: | ||||||
| | |||||
| | |||||
Revolving credit facility, maturity date of July 23, 2030 |
| — |
| — | ||
Total Debt |
| |
| | ||
Less: Current portion of debt |
| ( |
| ( | ||
Total Long-term Debt | | | ||||
Less: Deferred loan fees | ( |
| ( | |||
Total Long-term Debt, net of deferred loan fees | $ | | $ | | ||
Revolving Credit Facility: As of June 30, 2026, the Company had $
Debt Maturities: As of June 30, 2026, debt maturities are as follows:
As of | |||
Year (in millions) | | June 30, 2026 | |
Remainder of 2026 | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total Debt | $ | | |
9. LEASES
The Company’s leases are described in Note 9 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, 2025.
Components of Lease Cost: Components of lease cost recorded in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2026 and 2025 consisted of the following:
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
(In millions) | | 2026 | 2025 | 2026 | 2025 | |||||||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Short-term lease cost |
| |
| | | | ||||||
Variable lease cost |
| |
| | | | ||||||
Total | | | | | ||||||||
Sublease income | ( | ( | ( | ( | ||||||||
Total lease cost, net | $ | | $ | | $ | | $ | | ||||
13
Minimum Lease Payments: Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at June 30, 2026 are as follows:
| As of | ||
Year (in millions) | | June 30, 2026 | |
Remainder of 2026 | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total lease payments | | ||
Less: Operating lease interest | ( | ||
Present value of operating lease liabilities | | ||
Less: Current portion of operating lease liabilities | ( | ||
Long-term operating lease liabilities | $ | | |
10. INCOME TAXES
The Company’s income taxes are described in Note 10 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, 2025.
Income Taxes: Income taxes consist of the following for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
(In millions) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Current: | ||||||||||||
Federal | $ | | $ | | $ | | $ | | ||||
State |
| |
| | | | ||||||
Foreign | | | | | ||||||||
Total current tax expense |
| |
| | | | ||||||
Deferred: | ||||||||||||
Federal | | | | | ||||||||
State | | ( | | | ||||||||
Foreign | ( | — | ( | | ||||||||
Total deferred tax expense | | — | | | ||||||||
Total income taxes | $ | | $ | | $ | | $ | | ||||
Income Tax Legislation: 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 were effective in fiscal 2025 and in the beginning of fiscal 2026, while others are effective in future years. The application of the Act did not have a material impact on the Company’s effective tax rate during the three and six months ended June 30, 2026 and 2025.
14
11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2026 consisted of the following:
Non- | Accumulated | |||||||||||||||
Post- | Qualified | Other | ||||||||||||||
Pension | Retirement | Pension | Comprehensive | |||||||||||||
(In millions) | | Benefits | | Benefits | | Benefits | | Other | | Income (Loss) |
| |||||
Balance at December 31, 2025 | $ | ( | $ | | $ | ( | $ | | $ | | ||||||
Amortization of prior service credit | — | ( | — | — | ( | |||||||||||
Amortization of net actuarial gain (loss) | — | ( | — | — | ( | |||||||||||
Foreign currency exchange | — | — | — | ( | ( | |||||||||||
Other adjustments | — | — | — | | | |||||||||||
Balance at March 31, 2026 | ( | | ( | | | |||||||||||
Amortization of prior service credit | — | ( | — | — | ( | |||||||||||
Amortization of net actuarial loss | — | ( | — | — | ( | |||||||||||
Foreign currency exchange | — | — | — | ( | ( | |||||||||||
Balance at June 30, 2026 | $ | ( | $ | | $ | ( | $ | | $ | ( | ||||||
Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2025 consisted of the following:
Non- | Accumulated | |||||||||||||||
Post- | Qualified | Other | ||||||||||||||
Pension | Retirement | Pension | Comprehensive | |||||||||||||
(In millions) | | Benefits | | Benefits | | Benefits | | Other | | Income (Loss) |
| |||||
Balance at December 31, 2024 | $ | ( | $ | | $ | ( | $ | ( | $ | ( | ||||||
Amortization of prior service credit | — | ( | — | — | ( | |||||||||||
Amortization of net actuarial gain (loss) | — | ( | — | — | ( | |||||||||||
Foreign currency exchange | — | — | — | | | |||||||||||
Other adjustments | — | — | — | | | |||||||||||
Balance at March 31, 2025 | ( | | ( | | ( | |||||||||||
Amortization of prior service credit | — | ( | — | — | ( | |||||||||||
Amortization of net actuarial gain (loss) | — | ( | — | — | ( | |||||||||||
Foreign currency exchange | — | — | — | | | |||||||||||
Balance at June 30, 2025 | $ | ( | $ | | $ | ( | $ | | $ | ( | ||||||
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company values its financial instruments based on the fair value hierarchy of valuation techniques for fair value measurements. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. 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 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 CCF cash and cash equivalents approximate their carrying values due to the nature of the instruments. The fair value of CCF investments 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.
15
The carrying value and fair value of the Company’s financial instruments as of June 30, 2026 and December 31, 2025 are as follows:
Quoted Prices in | Significant | Significant | ||||||||||||||
Total | Active Markets | Observable | Unobservable | |||||||||||||
| Carrying Value | | Total | | (Level 1) | | Inputs (Level 2) | | Inputs (Level 3) | |||||||
(In millions) | June 30, 2026 | Fair Value Measurements at June 30, 2026 | ||||||||||||||
Cash and cash equivalents | $ | | $ | | $ | | $ | — | $ | — | ||||||
CCF - Cash and cash equivalents | $ | | $ | | $ | | $ | — | $ | — | ||||||
CCF - Investments | $ | | $ | | $ | | $ | — | $ | — | ||||||
Fixed rate debt | $ | | $ | | $ | — | $ | | $ | — | ||||||
(In millions) | | December 31, 2025 | Fair Value Measurements at December 31, 2025 | |||||||||||||
Cash and cash equivalents | $ | | $ | | | $ | | $ | — | $ | — | |||||
CCF - Cash and cash equivalents | $ | | $ | | $ | | $ | — | $ | — | ||||||
CCF - Investments | $ | | $ | | $ | | $ | — | $ | — | ||||||
Fixed rate debt | $ | | $ | | $ | — | $ | | $ | — | ||||||
13. EARNINGS PER SHARE
Basic earnings per share is determined by dividing net income by the weighted average common shares outstanding during the period. 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 June 30, 2026 and 2025.
The computations for basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 are as follows:
Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | |||||||||||||||
| | Weighted | | Per | | | Weighted | | Per | |||||||
Average | Common | Average | Common | |||||||||||||
Net | Common | Share | Net | Common | Share | |||||||||||
(In millions, except per share amounts) | Income | Shares | Amount | Income | Shares | Amount | ||||||||||
Basic | $ | |
| | $ | | $ | |
| | $ | | ||||
Effect of Dilutive Securities |
| | ( |
| | ( | ||||||||||
Diluted | $ | | | $ | | $ | | | $ | | ||||||
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||
| Weighted | | Per | | | Weighted | | Per | ||||||||
Average | Common | Average | Common | |||||||||||||
Net | Common | Share | Net | Common | Share | |||||||||||
(In millions, except per share amounts) | Income | Shares | Amount | Income | Shares | Amount | ||||||||||
Basic | $ | |
| | $ | | $ | |
| | $ | | ||||
Effect of Dilutive Securities |
| | ( |
| | ( | ||||||||||
Diluted | $ | | | $ | | $ | | | $ | | ||||||
14. SHARE-BASED AWARDS
The Company’s share-based awards are described in Note 15 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, 2025. During the three and six months ended June 30, 2026, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately
Total share-based compensation expense, net of forfeitures recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $
16
15. PENSION AND POST-RETIREMENT PLANS
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, 2025. 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, 2026 and 2025 consisted of the following:
Pension Benefits | Post-retirement Benefits | |||||||||||
Three Months Ended June 30, | Three Months Ended June 30, | |||||||||||
(In millions) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Components of net periodic benefit cost (credit): | ||||||||||||
Service cost | $ | | $ | | $ | — | $ | | ||||
Interest cost |
| |
| |
| |
| | ||||
Expected return on plan assets |
| ( |
| ( |
| — |
| — | ||||
Amortization of net actuarial loss (gain) |
| — |
| — |
| ( |
| ( | ||||
Amortization of prior service credit |
| — |
| — |
| ( |
| ( | ||||
Net periodic benefit credit | $ | — | $ | ( | $ | ( | $ | ( | ||||
Pension Benefits | Post-retirement Benefits | |||||||||||
Six Months Ended June 30, | Six Months Ended June 30, | |||||||||||
(In millions) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Components of net periodic benefit cost (credit): | ||||||||||||
Service cost | $ | | $ | | $ | | $ | | ||||
Interest cost |
| |
| |
| |
| | ||||
Expected return on plan assets |
| ( |
| ( |
| — |
| — | ||||
Amortization of net actuarial loss (gain) |
| — |
| — |
| ( |
| ( | ||||
Amortization of prior service credit |
| — |
| — |
| ( |
| ( | ||||
Net periodic benefit credit | $ | ( | $ | ( | $ | ( | $ | ( | ||||
16. COMMITMENTS AND CONTINGENCIES
The Company’s commitments and contingencies are described in Note 17 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, 2025. Contingencies and other litigation related matters are described as follows:
Environmental Matters: The Company faces certain risks that could result in material expenditures related to environmental remediation. The Company believes that based on all information currently available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.
Other Matters: The Company and its subsidiaries are parties to, or may be contingently liable in connection with, other legal actions arising in the normal course of their businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on the Company’s financial condition, results of operations, or cash flows.
******
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related notes, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS
The Company, from time to time, may make or may have made certain forward-looking statements, whether orally or in writing, such as, among others, forecasts or projections of the Company’s future performance or statements of management’s plans and objectives. These statements are considered “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be contained in, among other things, Securities and Exchange Commission (“SEC”) filings such as Forms 10-K, 10-Q and 8-K, the Company’s Annual Report to Shareholders, the Company’s Sustainability Report, press releases made by the Company, the Company’s Internet websites (including websites of its subsidiaries), and oral statements made by officers of the Company. Except for historical information contained in these written or oral communications, all other statements are forward-looking statements. These include, for example, all references to 2026 or future years, including such references included under “Second Quarter 2026 Discussion and Outlook for 2026,” as well as statements generally identified through the inclusion of words such as “anticipate,” “believe,” “can,” “commit,” “estimate,” “expect,” “focus,” “goal,” “hope,” “intend,” “may,” “plan,” “seek,” “should,” “target,” and “will,” or similar statements or variations of such terms and other similar expressions. New risks or uncertainties may emerge from time to time, risks that the Company currently does not consider to be material could become material, and it is not possible for the Company to predict all such risks, nor can it assess the impact of all such risks on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results or outcomes, or the timing of results or outcomes, to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of future results or outcomes and involve a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those projected in the statements, including but not limited to the factors that are described in Part II, Item 1A under the caption “Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2025. Except as required by law, the Company undertakes no obligation to revise or update publicly forward-looking statements or any factors that may affect actual results, whether as a result of new information, future events, circumstances occurring after the date of this report, or otherwise.
OVERVIEW
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a discussion of the Company’s financial condition, results of operations, liquidity and certain other factors that may affect its future results from the perspective of management. The discussion that follows is intended to provide information that will assist in understanding the changes in the Company’s Condensed Consolidated Financial Statements from period to period, the primary factors that accounted for those changes, and how certain accounting principles, policies and estimates affected the Company’s Condensed Consolidated Financial Statements. The MD&A is provided as a supplement to the Condensed Consolidated Financial Statements and notes herein, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s reports on Forms 10-Q and 8-K, and other publicly available information.
SECOND QUARTER 2026 DISCUSSION AND OUTLOOK FOR 2026
Ocean Transportation: The Company’s container volume in the Hawaii service in the second quarter 2026 was 1.1 percent lower year-over-year primarily due to lower general demand. Hawaii’s economy remains stable, supported by strong construction activity and modest growth in tourist arrivals, but continues to face headwinds from higher energy-related inflation. The Company expects volume in full year 2026 to approach the level achieved in 2025, based on the Company’s expectation of similar economic conditions and stable market share.
In the China service, the Company’s container volume in the second quarter 2026 increased 15.2 percent year-over-year primarily due to significantly higher demand compared to the prior year period, which included a market decline in Transpacific demand due to the tariffs imposed in April 2025. In the second quarter 2026, momentum in the China service carried over from the post-Lunar New Year period, and the Company’s CLX and MAX services saw higher-
18
than-expected freight rates and demand across e-commerce, garments and e-goods against a backdrop of tighter supply conditions in the Transpacific tradelane. The Company expects its China service to be at or near capacity through peak season. For the fourth quarter 2026, the Company expects demand to reflect a more traditional seasonality pattern compared to the elevated period of freight demand experienced in the Transpacific market in the fourth quarter 2025 following the U.S.-China trade and economic agreement announced on October 30, 2025. As such, the Company expects volume in full year 2026 to be higher than the level achieved in 2025 based on the Company’s expectations of continued solid U.S. consumer demand and a stable trading environment in the Transpacific tradelane.
In the Guam service, the Company’s container volume in the second quarter 2026 increased 4.4 percent year-over-year. In the near term, the Company expects Guam’s economy to remain stable. For full year 2026, the Company expects volume to be comparable to the level achieved last year.
In the Alaska service, the Company’s container volume in the second quarter 2026 decreased 2.3 percent year-over-year primarily due to lower export seafood volume on AAX, partially offset by one additional northbound sailing. In the near term, the Company expects Alaska’s economy to remain stable supported by a low unemployment rate, steady job market and continued oil and gas exploration and production activity. For full year 2026, the Company expects volume to approach the level achieved last year.
The contribution from the Company’s SSAT joint venture investment was $4.8 million in the second quarter 2026, or $2.5 million lower than second quarter 2025. The decrease was primarily due to lower lift volume and higher operating expenses. For full year 2026, the Company expects the contribution from SSAT to be lower than the $32.5 million achieved in full year 2025.
Based on the outlook trends noted above, the Company expects Ocean Transportation operating income in the third quarter 2026 to be approximately 45 percent higher than the $147.4 million achieved in the third quarter 2025. The Company also expects Ocean Transportation operating income in the fourth quarter 2026 to be modestly lower than the $136.0 million achieved in the fourth quarter 2025. For full year 2026, the Company expects Ocean Transportation operating income to be higher than the $455.6 million achieved in full year 2025.
Logistics: Operating income for the Company’s Logistics segment was $14.9 million in the second quarter 2026, or $0.5 million higher compared to the level achieved in the second quarter 2025. The increase was primarily due to higher contributions from freight forwarding and transportation brokerage, partially offset by a lower contribution from warehousing. For the third and fourth quarters 2026, the Company expects Logistics operating income to be modestly higher than the $13.6 million and $7.7 million achieved in the third and fourth quarters 2025, respectively. For full year 2026, the Company expects Logistics operating income to be higher than the $44.2 million achieved in full year 2025.
Consolidated Operating Income: To date, the Iran conflict has not impacted the Company’s operating performance or service levels; however, it has impacted fuel prices in all of the Company’s markets. The Company continues to expect to fully recover fuel costs by the end of the year. For the third quarter 2026, the Company expects consolidated operating income to be approximately 45 percent higher than the level achieved in the third quarter 2025. For full year 2026, the Company expects consolidated operating income to be higher than the level achieved in full year 2025 based on the Company’s expectations of continued solid U.S. consumer demand and a stable trading environment in the Transpacific tradelane.
Depreciation and Amortization: For full year 2026, the Company expects depreciation and amortization expense to be approximately $205 million, inclusive of dry-docking amortization of approximately $35 million.
Interest Income: The Company expects interest income for the full year 2026 to be approximately $18 million.
Interest Expense, Net: The Company expects interest expense, net for the full year 2026 to be approximately $6 million.
Other Income (Expense), Net: The Company expects full year 2026 other income (expense), net to be approximately $7 million in income, which is attributable to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans.
Income Taxes: For the second quarter 2026, the Company’s effective tax rate was 21.0 percent. For the full year 2026, the Company expects its effective tax rate to be approximately 21.0 percent.
19
Capital and Vessel Dry-docking Expenditures: For the second quarter 2026, the Company made capital expenditure payments excluding vessel construction expenditures of $25.4 million, vessel construction expenditures (including capitalized interest and owner’s items) of $181.8 million, and dry-docking payments of $12.7 million. For the full year 2026, the Company expects to make capital expenditure payments, including maintenance capital expenditures, of approximately $150 to $170 million, vessel construction expenditures (including capitalized interest and owner’s items) of approximately $400 million, and dry-docking payments of approximately $45 million.
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated Results – Three months ended June 30, 2026 compared with 2025:
Three Months Ended June 30, |
| |||||||||||
(Dollars in millions, except per share amounts) | 2026 | 2025 | Change |
| ||||||||
Operating revenue | | $ | 969.4 | | $ | 830.5 | | $ | 138.9 | | 16.7 | % |
Operating costs and expenses |
| (810.5) |
| (717.5) |
| (93.0) |
| 13.0 | % | |||
Operating income |
| 158.9 |
| 113.0 |
| 45.9 |
| 40.6 | % | |||
Interest income | 5.0 |
| 8.0 |
| (3.0) |
| (37.5) | % | ||||
Interest expense, net |
| (1.6) |
| (1.7) |
| 0.1 |
| (5.9) | % | |||
Other income (expense), net |
| 1.6 |
| 2.4 |
| (0.8) |
| (33.3) | % | |||
Income before taxes |
| 163.9 |
| 121.7 |
| 42.2 |
| 34.7 | % | |||
Income taxes |
| (34.5) |
| (27.0) |
| (7.5) |
| 27.8 | % | |||
Net income | $ | 129.4 | $ | 94.7 | $ | 34.7 |
| 36.6 | % | |||
Basic earnings per share | $ | 4.30 | $ | 2.95 | $ | 1.35 |
| 45.8 | % | |||
Diluted earnings per share | $ | 4.27 | $ | 2.92 | $ | 1.35 |
| 46.2 | % | |||
Consolidated Operating Revenues for the three months ended June 30, 2026 increased by $138.9 million, or 16.7 percent, compared to the three months ended June 30, 2025. The increase was due to an increase in Ocean Transportation revenue of $91.8 million and an increase in Logistics revenue of $47.1 million.
Operating Costs and Expenses for the three months ended June 30, 2026 increased by $93.0 million, or 13.0 percent, compared to the three months ended June 30, 2025. The increase was due to an increase in Ocean Transportation operating costs and expenses of $46.4 million and an increase in Logistics operating costs and expenses of $46.6 million.
Operating Income for the three months ended June 30, 2026 increased by $45.9 million, or 40.6 percent, compared to the three months ended June 30, 2025. The increase was due to an increase in Ocean Transportation operating income of $45.4 million and an increase in Logistics operating income of $0.5 million.
Changes in operating revenue, operating costs and expenses, and operating income are further described below in the Analysis of Operating Revenue and Income by Segment.
Interest Income was $5.0 million for the three months ended June 30, 2026, compared to $8.0 million for the three months ended June 30, 2025. The decrease in interest income for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was due to lower amounts of cash and cash equivalents, and CCF funds that were invested in interest bearing accounts during the three months ended June 30, 2026.
Interest Expense, Net was $1.6 million for the three months ended June 30, 2026, compared to $1.7 million for the three months ended June 30, 2025. Interest expense, net incurred during the quarter ended June 30, 2026 was lower due to a reduction in outstanding debt during the period, which was offset by a reduction in capitalized interest related to the construction of three new vessels for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Other Income (Expense), Net was $1.6 million for the three months ended June 30, 2026, compared to $2.4 million for the three months ended June 30, 2025. Other income (expense), net relates to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans. The decrease in other income (expense), net was due to a decrease in the amortization of favorable adjustments related to the Company’s pension and post-retirement plan liabilities.
20
Income Taxes were $34.5 million, or 21.0 percent of income before taxes, for the three months ended June 30, 2026, compared to $27.0 million, or 22.2 percent of income before taxes, for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 benefited from higher discrete tax adjustments that lowered the effective tax rate for that period, compared to the same prior year period.
Consolidated Results – Six months ended June 30, 2026 compared with 2025:
Six Months Ended June 30, |
| |||||||||||
(Dollars in millions, except per share amounts) | 2026 | 2025 | Change |
| ||||||||
Operating revenue | | $ | 1,727.2 | | $ | 1,612.5 | | $ | 114.7 | | 7.1 | % |
Operating costs and expenses |
| (1,506.9) |
| (1,417.4) |
| (89.5) |
| 6.3 | % | |||
Operating income |
| 220.3 |
| 195.1 |
| 25.2 |
| 12.9 | % | |||
Interest income | 11.1 | 17.4 | (6.3) |
| (36.2) | % | ||||||
Interest expense, net |
| (3.2) |
| (3.4) |
| 0.2 |
| (5.9) | % | |||
Other income (expense), net |
| 3.6 |
| 4.8 |
| (1.2) |
| (25.0) | % | |||
Income before taxes |
| 231.8 |
| 213.9 |
| 17.9 |
| 8.4 | % | |||
Income taxes |
| (45.8) |
| (46.9) |
| 1.1 |
| (2.3) | % | |||
Net income | $ | 186.0 | $ | 167.0 | $ | 19.0 |
| 11.4 | % | |||
Basic earnings per share | $ | 6.16 | $ | 5.14 | $ | 1.02 |
| 19.8 | % | |||
Diluted earnings per share | $ | 6.10 | $ | 5.09 | $ | 1.01 |
| 19.8 | % | |||
Consolidated Operating Revenues for the six months ended June 30, 2026 increased by $114.7 million, or 7.1 percent, compared to the six months ended June 30, 2025. The increase was due to an increase in Ocean Transportation revenue of $60.9 million and an increase in Logistics revenue of $53.8 million.
Operating Costs and Expenses for the six months ended June 30, 2026 increased by $89.5 million, or 6.3 percent, compared to the six months ended June 30, 2025. The increase was due to an increase in Ocean Transportation operating costs and expenses of $34.5 million and an increase in Logistics operating costs and expenses of $55.0 million.
Operating Income for the six months ended June 30, 2026 increased by $25.2 million, or 12.9 percent, compared to the six months ended June 30, 2025. The increase was due to an increase in Ocean Transportation operating income of $26.4 million, partially offset by a decrease in Logistics operating income of $1.2 million.
Changes in operating revenue, operating costs and expenses, and operating income are further described below in the Analysis of Operating Revenue and Income by Segment.
Interest Income was $11.1 million for the six months ended June 30, 2026, compared to $17.4 million for the six months ended June 30, 2025. The decrease in interest income for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was due to lower amounts of cash and cash equivalents, and CCF funds that were invested in interest bearing accounts during the six months ended June 30, 2026.
Interest Expense, Net was $3.2 million for the six months ended June 30, 2026, compared to $3.4 million for the six months ended June 30, 2025. Interest expense, net incurred during the six months ended June 30, 2026 was lower due to a reduction in outstanding debt during the period, which was offset by a reduction in capitalized interest related to the construction of three new vessels for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Other Income (Expense), Net was $3.6 million for the six months ended June 30, 2026, compared to $4.8 million for the six months ended June 30, 2025. Other income (expense), net relates to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans. The decrease in other income (expense), net was due to a decrease in the amortization of favorable adjustments related to the Company’s pension and post-retirement plan liabilities.
Income Taxes were $45.8 million, or 19.8 percent of income before taxes, for the six months ended June 30, 2026, compared to $46.9 million, or 21.9 percent of income before taxes, for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 benefited from higher discrete tax adjustments related to share-based payment awards and other adjustments that lowered the effective tax rate for that period, compared to the same prior year period.
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ANALYSIS OF OPERATING REVENUE AND INCOME BY SEGMENT
Ocean Transportation Operating Results – Three months ended June 30, 2026 compared with 2025:
Three Months Ended June 30, |
| |||||||||||
(Dollars in millions) | | 2026 | | 2025 | | Change |
| |||||
Ocean Transportation revenue | $ | 767.4 | $ | 675.6 | $ | 91.8 | 13.6 | % | ||||
Operating costs and expenses |
| (623.4) |
| (577.0) |
| (46.4) | 8.0 | % | ||||
Operating income | $ | 144.0 | $ | 98.6 | $ | 45.4 | 46.0 | % | ||||
Operating income margin | 18.8 | % | 14.6 | % | ||||||||
Volume by Service (Forty-foot equivalent units (FEU)) (1) | ||||||||||||
Hawaii containers |
| 35,600 |
| 36,000 |
| (400) | (1.1) | % | ||||
Alaska containers |
| 21,200 |
| 21,700 |
| (500) | (2.3) | % | ||||
China containers (2) |
| 37,200 | 32,300 |
| 4,900 | 15.2 | % | |||||
Guam containers |
| 4,700 |
| 4,500 |
| 200 | 4.4 | % | ||||
Other containers (3) |
| 3,900 |
| 4,400 |
| (500) | (11.4) | % | ||||
| (1) | Approximate volume included for the period is based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period. |
| (2) | Includes containers from China and other Asia origins. |
| (3) | Includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan. |
Ocean Transportation revenue increased $91.8 million, or 13.6 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025. The increase was primarily due to higher volume and freight rates in the China service.
On a year-over-year FEU basis, Hawaii service container volume decreased 1.1 percent primarily due to lower general demand; Alaska service volume decreased 2.3 percent primarily due to lower export seafood volume on AAX, partially offset by one additional northbound sailing; China service volume increased 15.2 percent primarily due to significantly higher demand compared to the prior year period, which included a market decline in Transpacific demand due to the tariffs imposed in April 2025; Guam service volume increased 4.4 percent; and Other containers volume decreased 11.4 percent.
Ocean Transportation operating income increased $45.4 million, or 46.0 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025. The increase was primarily due to a higher contribution from the China service, partially offset by higher vessel operating expense primarily due to higher fuel-related costs.
The Company’s SSAT terminal joint venture investment contributed $4.8 million during the three months ended June 30, 2026, compared to $7.3 million during the three months ended June 30, 2025. The decrease was primarily due to lower lift volume and higher operating expenses.
Ocean Transportation Operating Results – Six months ended June 30, 2026 compared with 2025:
Six Months Ended June 30, |
| |||||||||||
(Dollars in millions) | | 2026 | | 2025 | | Change |
| |||||
Ocean Transportation revenue | $ | 1,373.9 | $ | 1,313.0 | $ | 60.9 | | 4.6 | % | |||
Operating costs and expenses |
| (1,175.3) |
| (1,140.8) |
| (34.5) | 3.0 | % | ||||
Operating income | $ | 198.6 | $ | 172.2 | $ | 26.4 | 15.3 | % | ||||
Operating income margin |
| 14.5 | % |
| 13.1 | % | ||||||
Volume by Service (Forty-foot equivalent units (FEU)) (1) | ||||||||||||
Hawaii containers |
| 69,300 |
| 71,700 |
| (2,400) | (3.3) | % | ||||
Alaska containers |
| 40,500 |
| 41,400 |
| (900) | (2.2) | % | ||||
China containers (2) |
| 63,000 |
| 60,800 |
| 2,200 | 3.6 | % | ||||
Guam containers |
| 8,900 |
| 8,700 |
| 200 | 2.3 | % | ||||
Other containers (3) |
| 7,200 |
| 7,800 |
| (600) | (7.7) | % | ||||
| (1) | Approximate volume included for the period is based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period. |
22
| (2) | Includes containers from China and other Asia origins. |
(3) | Includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan. |
Ocean Transportation revenue increased $60.9 million, or 4.6 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The increase was primarily due to higher freight rates and volume in the China service.
On a year-over-year FEU basis, Hawaii service container volume decreased 3.3 percent primarily due to lower general demand; Alaska service volume decreased 2.2 percent primarily due to lower general demand; China service volume increased 3.6 percent primarily due to significantly higher demand in the second quarter 2026 compared to the second quarter 2025, which included a market decline in Transpacific demand due to the tariffs imposed in April 2025; Guam service volume increased 2.3 percent; and Other containers volume decreased 7.7 percent.
Ocean Transportation operating income increased $26.4 million, or 15.3 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The increase was primarily due to a higher contribution from the China service, partially offset by higher vessel operating expense primarily due to higher fuel-related costs.
The Company’s SSAT terminal joint venture investment contributed $9.8 million during the six months ended June 30, 2026, compared to $13.9 million during the six months ended June 30, 2025. The decrease was primarily due to lower lift volume.
Logistics Operating Results – Three months ended June 30, 2026 compared with 2025:
Three Months Ended June 30, |
| |||||||||||
(Dollars in millions) | | 2026 | | 2025 | | Change |
| |||||
Logistics revenue | $ | 202.0 | $ | 154.9 |
| $ | 47.1 | 30.4 | % | |||
Operating costs and expenses |
| (187.1) |
| (140.5) |
|
| (46.6) | 33.2 | % | |||
Operating income | $ | 14.9 | $ | 14.4 |
| $ | 0.5 | 3.5 | % | |||
Operating income margin | 7.4 | % | 9.3 | % | ||||||||
Logistics revenue increased $47.1 million, or 30.4 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025. The increase was primarily due to higher revenue in transportation brokerage.
Logistics operating income increased $0.5 million, or 3.5 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025. The increase was primarily due to higher contributions from freight forwarding and transportation brokerage, partially offset by a lower contribution from warehousing.
Logistics Operating Results – Six months ended June 30, 2026 compared with 2025:
Six Months Ended June 30, |
| |||||||||||
(Dollars in millions) | | 2026 | | 2025 | | Change |
| |||||
Logistics revenue | $ | 353.3 | $ | 299.5 |
| $ | 53.8 | | 18.0 | % | ||
Operating costs and expenses |
| (331.6) |
| (276.6) |
|
| (55.0) | 19.9 | % | |||
Operating income | $ | 21.7 | $ | 22.9 |
| $ | (1.2) | (5.2) | % | |||
Operating income margin |
| 6.1 | % |
| 7.6 | % | ||||||
Logistics revenue increased $53.8 million, or 18.0 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The increase was primarily due to higher revenue in transportation brokerage.
Logistics operating income decreased $1.2 million, or 5.2 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The decrease was primarily due to a lower contribution from warehousing, partially offset by a higher contribution from freight forwarding.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of liquidity are its cash flows generated from operating activities and its debt. Sources of liquidity available to the Company as of June 30, 2026 compared to December 31, 2025 were as follows:
23
Cash and Cash Equivalents, Accounts Receivable and CCF: Cash and cash equivalents, accounts receivable and CCF as of June 30, 2026 compared to December 31, 2025 were as follows:
| June 30, | December 31, | |||||||
(In millions) | | 2026 | | 2025 | | Change | |||
Cash and cash equivalents | $ | 119.3 | $ | 141.9 | $ | (22.6) | |||
Accounts receivable, net (1) | $ | 335.3 | $ | 256.8 | $ | 78.5 | |||
CCF - cash and cash equivalents, and investments account | $ | 345.8 | $ | 532.7 | $ | (186.9) | |||
| (1) | Eligible accounts receivable of $82.3 million and $82.3 million at June 30, 2026 and December 31, 2025, respectively, were assigned to the CCF. The Company’s CCF is described in Note 7 of Part I, Item 1 above. |
Changes in the Company’s cash and cash equivalents for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, are as follows:
Six Months Ended June 30, | |||||||||
(In millions) | | 2026 | | 2025 | | Change | |||
Net cash provided by operating activities (1) | $ | 231.6 | $ | 194.6 | $ | 37.0 | |||
Net cash used in investing activities (2) |
| (67.4) |
| (183.4) |
| 116.0 | |||
Net cash used in financing activities (3) |
| (186.8) |
| (218.9) |
| 32.1 | |||
Net decrease in cash and cash equivalents |
| (22.6) |
| (207.7) |
| 185.1 | |||
Cash and cash equivalents, beginning of the period |
| 141.9 |
| 266.8 |
| (124.9) | |||
Cash and cash equivalents, end of the period | $ | 119.3 | $ | 59.1 | $ | 60.2 | |||
(1) Changes in net cash provided by operating activities:
Changes in net cash provided by operating activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, were due to the following:
(In millions) | | Change | |
Net income | $ | 19.0 | |
Non-cash depreciation and amortization |
| 2.5 | |
Deferred income taxes, net | 2.2 | ||
Other non-cash related changes, net | 7.1 | ||
Income and distribution from SSAT, net | 4.1 | ||
Accounts receivable, net |
| (58.9) | |
Prepaid expenses and other assets |
| 1.4 | |
Accounts payable, accruals and other liabilities |
| 53.3 | |
Operating lease assets and liabilities, net |
| 4.2 | |
Non-cash amortization of operating lease right-of-use assets | 1.9 | ||
Deferred dry-docking payments |
| (0.8) | |
Other long-term liabilities |
| 1.0 | |
Total | $ | 37.0 | |
Net income was $186.0 million for the six months ended June 30, 2026, compared to $167.0 million for the six months ended June 30, 2025. Income from SSAT was $9.8 million for the six months ended June 30, 2026, compared to $13.9 million for the six months ended June 30, 2025. The decrease in income from SSAT was primarily due to lower lift volume and higher operating expenses during the six months ended June 30, 2026, compared to the same prior year period. There were no distributions received from SSAT during the six months ended June 30, 2026 and 2025. Changes in accounts receivable, net were primarily due to an increase in revenue and the timing of collections associated with those receivables. Changes in accounts payable, accruals and other liabilities were due to higher liability balances resulting from higher operating costs and the timing of payments associated with those liabilities. Changes in operating lease assets and liabilities, net were primarily due to new operating lease additions and renewals, offset by operating lease payments and terminations. Deferred dry-docking payments for the six months ended June 30, 2026 were $24.6 million, compared to $23.8 million for the six months ended June 30, 2025. Changes in deferred dry-docking are primarily due to the timing of vessel dry-dock related activities and the payments associated with those activities.
24
(2) Changes in net cash used in investing activities:
Changes in net cash used in investing activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, were due to the following:
(In millions) | | Change | |
Cash deposits and interest into the CCF | $ | 99.6 | |
Withdrawals from CCF | 97.0 | ||
Vessel construction expenditures | (95.7) | ||
Capital expenditures (excluding vessel construction expenditures) | 15.7 | ||
Proceeds from disposal of property and equipment, net |
| (0.6) | |
Total | $ | 116.0 | |
During the six months ended June 30, 2026, cash deposits into the CCF included $7.9 million of interest income and $1.6 million from the repurchase of assigned accounts receivable, compared to $8.4 million of interest income and $100.7 million from the repurchase of assigned accounts receivable for the same prior year period. During the six months ended June 30, 2026, cash withdrawals from the CCF for the payment of vessel construction milestone payments were $197.7 million, compared to $100.7 million for the same prior year period. The increase in vessel construction milestone payments was due to progress made in the construction of three new vessels and the timing of related milestone payments. Capital expenditures (excluding vessel construction expenditures) were $55.7 million for the six months ended June 30, 2026, compared to $71.4 million for the six months ended June 30, 2025. Capital expenditures (excluding vessel construction expenditures) primarily relate to vessel maintenance related expenditures, the acquisition of containers, chassis and other equipment, and expenditures on other capital related projects. The decrease in capital expenditures for the six months ended June 30, 2026, compared to the same prior year period primarily related to the timing of when vessel maintenance activities are performed and when expenditures on other capital related projects are incurred.
(3) Changes in net cash used in financing activities:
Changes in net cash used in financing activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, were due to the following:
(In millions) | | Change | |
Repurchase of Matson common stock | $ | 40.6 | |
Shares withheld for taxes related to settlement of restricted stock units | (8.8) | ||
Dividends paid | 0.3 | ||
Total | $ | 32.1 | |
During the six months ended June 30, 2026, the Company paid $119.8 million to repurchase Matson common stock, compared to $160.4 million during the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company paid $19.9 million in scheduled fixed interest debt payments, compared to $19.9 million during the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company paid $25.1 million in withholding taxes related to vested restricted stock units, compared to $16.3 million during the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company paid $22.0 million in dividends, compared to $22.3 million during the six months ended June 30, 2025. The decrease in dividend payments was due to a reduction in common stock outstanding, partially offset by an increase in dividends declared per share of common stock by the Company.
Working Capital: The Company had a working capital deficit of $67.8 million at June 30, 2026, compared to a working capital deficit of $55.5 million at December 31, 2025. Working capital is primarily impacted by the amount of net cash provided by operating activities, the amount of capital expenditures, the timing of collections associated with accounts receivable, prepaid expenses and other assets, and by the amount and timing of payments associated with accounts payable, accruals, income taxes and other liabilities. The decrease in the Company’s working capital at June 30, 2026, compared to December 31, 2025 is primarily due to a decrease in cash and cash equivalents as described above.
25
Capital Construction Fund: The Company’s CCF is described in Note 7 of Part I, Item 1 above. The Company utilizes its CCF to fund milestone payments for the construction of three new vessels. Cash on deposit and CCF investments as of June 30, 2026 and December 31, 2025 are as follows:
June 30, | December 31, | ||||||||
(In millions) | | 2026 | | 2025 | Change | ||||
CCF - Cash and cash equivalents, and investments account | $ | 345.8 | $ | 532.7 | $ | (186.9) | |||
The Company’s CCF decreased by $186.9 million during the six months ended June 30, 2026 due to vessel milestone payments of $196.1 million, offset by approximately $9.2 million of cash deposited into the CCF.
Debt: The Company’s debt is described in Note 8 of Part I, Item 1 above. The Company utilizes a mix of fixed and variable debt for liquidity and to fund the Company’s operations. Total Debt as of June 30, 2026 and December 31, 2025 consisted of the following:
June 30, | December 31, | ||||||||
(In millions) | 2026 | 2025 | Change | ||||||
Variable interest debt - Revolving credit facility | $ | — | $ | — | $ | — | |||
Fixed interest debt - Title XI debt and private placement term loans | 341.3 | 361.2 | (19.9) | ||||||
Total Debt (excluding deferred loan fees) | $ | 341.3 | $ | 361.2 | $ | (19.9) | |||
Total Debt decreased by $19.9 million during the six months ended June 30, 2026, compared to December 31, 2025, due to scheduled fixed interest debt repayments.
As of June 30, 2026, the Company had $544.2 million of remaining borrowing availability under the revolving credit facility.
Capital Expenditures: During the six months ended June 30, 2026, there were no material changes to the Company’s expected capital expenditures for the year ending December 31, 2026 as described in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
During the six months ended June 30, 2026, the Company paid $179.8 million in milestone payments under the vessel construction agreements, compared to $100.7 million for the six months ended June 30, 2025. The following represents the estimated timing of future milestone payments under the vessel construction agreements as of June 30, 2026:
Paid | Future Milestone Payments | ||||||||||||||||||||
Vessel Construction Obligations | | As of | | Remainder of 2026 | | 2027 | | 2028 | | 2029 | | Thereafter | | Total | |||||||
Three Aloha Class Containerships | $ | 622.9 | $ | 176.7 | $ | 180.6 | $ | 22.3 | $ | 2.9 | $ | — | $ | 1,005.4 | |||||||
Repurchase of Shares: During the three and six months ended June 30, 2026, the Company repurchased approximately 0.3 million and 0.7 million shares for a total cost of $67.8 million and $122.2 million, respectively. 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. The amount of shares repurchased by the Company during any period is dependent on the amount of available cash and cash equivalents, the Company’s stock price and other factors.
On April 23, 2026, the Company’s Board of Directors approved an additional 3.0 million shares of common stock to be added to the Company’s existing share repurchase program and extended the program to December 31, 2029. The maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 3.4 million shares at June 30, 2026.
Other Material Cash Requirements: During the six months ended June 30, 2026, there were no other material changes to the Company’s other material cash requirements for the year ending December 31, 2026 as described in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no changes during the three and six months ended June 30, 2026 to the Company’s critical accounting policies and estimates as described in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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OTHER MATTERS
Dividends: The Company’s second quarter 2026 cash dividend of $0.36 per share was paid on June 4, 2026. On June 25, 2026, the Company’s Board of Directors declared a cash dividend of $0.38 per share payable on September 3, 2026 to shareholders of record on August 6, 2026.
New Accounting Pronouncements: See Note 2 of Part I, Item 1 above for information on new accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the Company’s market risk position during the three and six months ended June 30, 2026 from the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of its Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting: There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Environmental Matters: The Company faces certain risks that could result in material expenditures related to environmental remediation. The Company believes that based on all information available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.
In accordance with SEC rules, with respect to administrative or judicial proceedings involving the environment, the Company has determined it will disclose any such proceeding if it reasonably believes such proceeding will result in monetary sanctions, exclusive of interest and costs, at or in excess of $1 million. The Company believes that such threshold is reasonably designed to result in disclosure of environmental proceedings that are material to its business or financial condition.
Other Matters: The Company and its subsidiaries are parties to, or may be contingently liable in connection with other legal actions arising in the normal course of their businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on the Company’s financial condition, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
There were no material changes to the Company’s risk factors previously described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchases: The following is the summary of Matson shares that were repurchased under the Company’s share repurchase program during the three months ended June 30, 2026:
| | | Total Number of | | Maximum Number |
| ||||
Shares Purchased | of Shares that May |
| ||||||||
Total Number of | as Part of Publicly | Yet Be Purchased |
| |||||||
Shares | Average Price | Announced Plans or | Under the Plans or |
| ||||||
Period | Purchased | Paid Per Share | Programs (1) (2) | Programs |
| |||||
April 1 – 30, 2026 | 127,400 |
| $ | 171.12 | 127,400 | 3,641,178 | ||||
May 1 – 31, 2026 | 97,500 | 181.30 | 97,500 | 3,543,678 | ||||||
June 1 – 30, 2026 | 142,500 | 193.75 | 142,500 | 3,401,178 | ||||||
Total |
| 367,400 | $ | 182.60 |
| 367,400 | ||||
| (1) | On June 24, 2021, Matson’s Board of Directors approved a share repurchase program of up to 3.0 million shares of common stock, with subsequent approvals for the addition of 3.0 million shares on each of January 27, 2022, August 23, 2022, April 27, 2023, February 27, 2025 and April 23, 2026 for an aggregate total of 18.0 million shares of common stock. On April 23, 2026, the share repurchase program was extended to December 31, 2029. Shares will be repurchased in the open market from time to time, and may be made pursuant to a trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
| (2) | Amounts exclude shares withheld for employee taxes upon vesting of stock-based awards. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
(c) Trading Plans: During the quarter ended June 30, 2026, no director or Section 16 officer
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ITEM 6. EXHIBITS
10.1*,** | |
31.1** | |
31.2** | |
32*** | |
101.INS** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH** | Inline XBRL Taxonomy Extension Schema Document |
101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104** | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
* Indicates management contract.
** Filed herewith.
*** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MATSON, INC. | |
(Registrant) | |
Date: August 4, 2026 | /s/ Joel M. Wine |
Joel M. Wine | |
Executive Vice President and | |
Chief Financial Officer | |
(principal financial officer) | |
Date: August 4, 2026 | /s/ Kevin L. Stuck |
Kevin L. Stuck | |
Vice President and Controller | |
(principal accounting officer) |
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