XPO, Inc.

Previous wording

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. As of June 30, 2026, we had approximately 38,000 employees serving approximately 55,000 customers through 586 owned and leased locations in 17 countries.

Current wording

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. As of September 30, 2026, we had approximately 38,000 employees serving approximately 55,000 customers through 575 owned and leased locations in 17 countries.

Previous wording

Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology. For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio.

Current wording

Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology. For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,500 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio.

Previous wording

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. For the trailing 12 months ended June 30, 2026, we moved approximately 16 billion pounds of freight 784 million miles, including moving linehaul freight an average of 2.5 million miles a day.

Current wording

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. For the trailing 12 months ended September 30, 2026, we moved approximately 17 billion pounds of freight 794 million miles, including moving linehaul freight an average of 2.6 million miles a day.

Previous wording

Three and Six Months Ended June 30, 2026 Compared with Three and Six Months Ended June 30, 2025

Current wording

Three and Nine Months Ended September 30, 2026 Compared with Three and Nine Months Ended September 30, 2025

Previous wording

Our consolidated revenue for the second quarter of 2026 increased 13.2% to $2.4 billion, compared with the same quarter in 2025. Our consolidated revenue for the first six months of 2026 increased 10.3% to $4.5 billion, compared with the same period in 2025. Foreign currency movement increased revenue by approximately 1.0 percentage point in the second quarter of 2026 and by approximately 2.6 percentage points in the first six months of 2026. The increase in revenue during the second quarter of 2026 and the first six months of 2026 compared to the same periods in 2025, after taking into effect the impact of foreign currency movements, primarily reflects higher revenue in both our North American LTL and European Transportation segments, further explained below, and includes the impact of higher revenue from fuel surcharges.

Current wording

Our consolidated revenue for the third quarter of 2026 increased 12.4% to $2.4 billion, compared with the same quarter in 2025. Our consolidated revenue for the first nine months of 2026 increased 11.0% to $6.8 billion, compared with the same period in 2025. Foreign currency movement decreased revenue by approximately 0.6 percentage points in the third quarter of 2026 and increased revenue by approximately 1.5 percentage points in the first nine months of 2026. The increase in revenue during the third quarter of 2026 and the first nine months of 2026 compared to the same periods in 2025, after taking into effect the impact of foreign currency movements, primarily reflects higher revenue in both our North American LTL and European Transportation segments, further explained below, and includes the impact of higher revenue from fuel surcharges.

Previous wording

Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, operations and facility workers and employees in support roles and other positions. Salaries, wages and employee benefits for the second quarter of 2026 was $929 million, or 39.4% of revenue, compared with $871 million, or 41.9% of revenue, for the same quarter in 2025. Salaries, wages and employee benefits for the first six months of 2026 was $1.8 billion, or 40.6% of revenue, compared with $1.7 billion, or 42.2% of revenue, for the same period in 2025. The year-over-year increase in both periods primarily reflects wage inflation, higher volumes and higher incentive compensation, partially offset by productivity improvements enabled by our AI-driven optimization tools. As a percentage of revenue, the year-over-year decrease reflects leveraging compensation costs across a larger revenue base.

Current wording

Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, operations and facility workers and employees in support roles and other positions. Salaries, wages and employee benefits for the third quarter of 2026 was $949 million, or 40.0% of revenue, compared with $876 million, or 41.5% of revenue, for the same quarter in 2025. Salaries, wages and employee benefits for the first nine months of 2026 was $2.8 billion, or 40.4% of revenue, compared with $2.6 billion, or 42.0% of revenue, for the same period in 2025. The year-over-year increase in both periods primarily reflects higher volumes, wage inflation and higher incentive compensation, partially offset by savings from our restructuring actions in Europe. As a percentage of revenue, the year-over-year decrease in both periods reflects leveraging compensation costs across a larger revenue base.

Previous wording

Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation for the second quarter of 2026 was $464 million, or 19.7% of revenue, compared with $426 million, or 20.5% of revenue, for the same quarter in 2025. Purchased transportation for the first six months of 2026 was $887 million, or 19.9% of revenue, compared with $826 million, or 20.5% of revenue, for the same period in 2025. The year-over-year increase in both periods primarily reflects higher prices for purchased transportation, driven in part by higher fuel prices, partially offset by the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment. As a percentage of revenue, the year-over-year decrease reflects proportionally higher revenue growth.

Current wording

Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation for the third quarter of 2026 was $451 million, or 19.0% of revenue, compared with $424 million, or 20.1% of revenue, for the same quarter in 2025. Purchased transportation for the first nine months of 2026 was $1.34 billion, or 19.6% of revenue, compared with $1.25 billion, or 20.3% of revenue, for the same period in 2025. The year-over-year increase in both periods primarily reflects higher prices for purchased transportation, driven in part by higher fuel prices, partially offset by the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment. As a percentage of revenue, the year-over-year decrease in both periods reflects proportionally higher revenue growth.

Previous wording

Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and supplies expense. Fuel, operating expenses and supplies for the second quarter of 2026 was $476 million, or 20.2% of revenue, compared with $384 million, or 18.5% of revenue, for the same quarter in 2025. Fuel, operating expenses and supplies for the first six months of 2026 was $899 million, or 20.2% of revenue, compared with $777 million, or 19.3% of revenue, for the same period in 2025. As a percentage of revenue, the year-over-year increase in both periods primarily reflects higher fuel costs.

Current wording

Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and supplies expense. Fuel, operating expenses and supplies for the third quarter of 2026 was $488 million, or 20.6% of revenue, compared with $406 million, or 19.2% of revenue, for the same quarter in 2025. Fuel, operating expenses and supplies for the first nine months of 2026 was $1.4 billion, or 20.3% of revenue, compared with $1.2 billion, or 19.2% of revenue, for the same period in 2025. The year-over-year increase in both periods, as well as the increase as a percentage of revenue, primarily reflects higher fuel costs.

Previous wording

Operating taxes and licenses includes tax expenses related to our vehicles and our owned and leased facilities as well as license expenses to operate our vehicles. Operating taxes and licenses for the second quarter of 2026 was $22 million, compared with $21 million for the same period in 2025. Operating taxes and licenses for the first six months of 2026 was $43 million, compared with $40 million for the same period in 2025.

Current wording

Operating taxes and licenses includes tax expenses related to our vehicles and our owned and leased facilities as well as license expenses to operate our vehicles. Operating taxes and licenses for the third quarter of 2026 was $20 million, compared with $21 million for the same period in 2025. Operating taxes and licenses for the first nine months of 2026 was $63 million, compared with $61 million for the same period in 2025.

Previous wording

Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs. Insurance and claims for the second quarter of 2026 was $40 million, compared with $40 million for the same quarter in 2025. Insurance and claims for the first six months of 2026 was $75 million, compared with $75 million for the same period in 2025.

Current wording

Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs. Insurance and claims for the third quarter of 2026 was $32 million, compared with $43 million for the same quarter in 2025. Insurance and claims for the first nine months of 2026 was $107 million, compared with $118 million for the same period in 2025. The year-over-year decrease in both periods was primarily related to vehicular reinsurance programs and lower claims expense.

Previous wording

Gains on sales of property and equipment for the second quarter of 2026 was $7 million, compared with $1 million for the same quarter in 2025. Gains on sales of property and equipment for the first six months of 2026 was $8 million, compared with $3 million for the same period in 2025. The year-over-year increase was due to the timing of gains on real estate transactions in our North American LTL segment.

Current wording

(Gains) losses on sales of property and equipment for the third quarter of 2026 was a loss of $2 million, compared with a loss of $1 million for the same quarter in 2025. (Gains) losses on sales of property and equipment for the first nine months of 2026 was a gain of $6 million, compared with a gain of $2 million for the same period in 2025. The year-over-year increase in the first nine months of 2026 was due to the timing of gains on real estate transactions in our North American LTL segment.

Previous wording

Depreciation and amortization expense for the second quarter of 2026 was $134 million, compared with $131 million for the same quarter in 2025. Depreciation and amortization expense for the first six months of 2026 was $265 million, compared with $254 million for the same period in 2025. The year-over-year increase primarily reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.

Current wording

Depreciation and amortization expense for the third quarter of 2026 was $134 million, compared with $134 million for the same quarter in 2025. Depreciation and amortization expense for the first nine months of 2026 was $398 million, compared with $388 million for the same period in 2025. The year-over-year increase in the first nine months of 2026 primarily reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.

Previous wording

Legal matters for the second quarter of 2025 and the first six months of 2025 was a gain of $2 million and $13 million, respectively, which reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. There was no comparable gain or loss in the first six months of 2026.

Current wording

Legal matters for the third quarter of 2025 and the first nine months of 2025 was a gain of $0 million and $13 million, respectively, which reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. There were no comparable gains in the first nine months of 2026.

Previous wording

Transaction and integration costs for the second quarter of 2026 were $2 million, compared with $3 million for the same quarter in 2025. Transaction and integration costs for the first six months of 2026 were $4 million, compared with $6 million for the same period in 2025.

Current wording

Transaction and integration costs for the third quarter of 2026 were $3 million, compared with $1 million for the same quarter in 2025. Transaction and integration costs for the first nine months of 2026 were $7 million, compared with $7 million for the same period in 2025.

Previous wording

Restructuring costs for the second quarter of 2026 were $22 million, compared with $8 million for the same quarter in 2025. Restructuring costs for the first six months of 2026 were $31 million, compared with $20 million for the same period in 2025. Restructuring costs in both periods primarily related to restructuring actions in our European Transportation segment. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements.

Current wording

Restructuring costs for the third quarter of 2026 were $5 million, compared with $6 million for the same quarter in 2025. Restructuring costs for the first nine months of 2026 were $36 million, compared with $26 million for the same period in 2025. Restructuring costs in both periods primarily related to restructuring actions in our European Transportation segment. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements.

Previous wording

Other income for the second quarter of 2026 was $4 million, compared with $2 million for the same quarter in 2025. Other income for the first six months of 2026 was $7 million, compared with $3 million for the same period in 2025. The year-over-year increase in both periods primarily reflects an increase in net periodic pension income.

Current wording

Other income for the third quarter of 2026 was $3 million, compared with $2 million for the same quarter in 2025. Other income for the first nine months of 2026 was $10 million, compared with $4 million for the same period in 2025. The year-over-year increase in both periods primarily reflects an increase in net periodic pension income.

Previous wording

Debt extinguishment loss for the second quarter of 2026 was $5 million, compared with $0 million for the same period in 2025. Debt extinguishment loss for the first six months of 2026 was $5 million, compared with $5 million for the same period in 2025. Debt extinguishment loss in both years primarily related to refinancings of our term loan facility.

Current wording

Debt extinguishment loss for the third quarter of 2026 was $1 million, compared with $0 million for the same period in 2025. Debt extinguishment loss for the first nine months of 2026 was $6 million, compared with $5 million for the same period in 2025. Debt extinguishment loss in both years primarily related to refinancings of our term loan facilities.

Previous wording

Interest expense decreased to $51 million for the second quarter of 2026, compared with $56 million for the same quarter in 2025. Interest expense decreased to $104 million for the first six months of 2026, compared with $112 million for the same period in 2025. The year-over-year decrease is primarily due to the repayment of debt as well as lower interest rates on our variable rate debt.

Current wording

Interest expense decreased to $50 million for the third quarter of 2026, compared with $54 million for the same quarter in 2025. Interest expense decreased to $155 million for the first nine months of 2026, compared with $166 million for the same period in 2025. The year-over-year decrease is primarily due to the repayment of debt as well as lower interest rates on our variable rate debt.

Previous wording

Our effective income tax rates were 25.8% and 25.9% for the second quarters of 2026 and 2025, respectively, and 23.1% and 25.3% for the first six months of 2026 and 2025, respectively. The effective income tax rates for the second quarter and six-month periods of 2026 and 2025 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented.

Current wording

Our effective income tax rates were 24.8% and 26.9% for the third quarters of 2026 and 2025, respectively, and 23.8% and 25.8% for the first nine months of 2026 and 2025, respectively. The effective income tax rates for the third quarter and nine-month periods of 2026 and 2025 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented.

Previous wording

The effective tax rate for the second quarter of 2026 was consistent with the second quarter of 2025, remaining essentially flat year over year. The primary items impacting the effective tax rate for the second quarter of 2026 were losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation.

Current wording

The decrease in our effective tax rate for the third quarter of 2026 compared to the same period in 2025 was primarily driven by a reduced impact from forecasted non-deductible executive compensation expense as a result of higher pre-tax income in 2026 compared to the same period in 2025. The primary items impacting the effective tax rate for the third quarter of 2026 were losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation.

Previous wording

The decrease in our effective income tax rate for the first six months of 2026 compared to the same period in 2025 was primarily driven by an increase in a discrete tax benefit from stock-based compensation and a change in estimate related to the discrete benefit associated with a legal entity reorganization in our European Transportation business that occurred in 2024, partially offset by losses for which no tax benefit can be recognized. The primary items impacting the effective tax rate for the first six months of 2026 were losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation partially offset by a discrete tax benefit from stock-based compensation.

Current wording

The decrease in our effective income tax rate for the first nine months of 2026 compared to the same period in 2025 was primarily driven by an increase in a discrete tax benefit from stock-based compensation and a change in estimate related to the discrete benefit associated with a legal entity reorganization in our European Transportation business that occurred in 2024, partially offset by losses for which no tax benefit can be recognized. The primary items impacting the effective tax rate for the first nine months of 2026 were losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation partially offset by a discrete tax benefit from stock-based compensation.

Previous wording

The remaining cash refund we expect to receive in connection with the legal entity reorganization in our European Transportation business is $6 million. This amount is expected to be received in 2026 or 2027.

Current wording

The remaining cash refund we expect to receive in connection with the legal entity reorganization in our European Transportation business is $6 million. This amount is expected to be received in the fourth quarter of 2026 or 2027.

Previous wording

Revenue in our North American LTL segment increased 15.2% to $1.4 billion for the second quarter of 2026, compared with $1.2 billion for the same quarter in 2025. Revenue in our North American LTL segment increased 10.2% to $2.7 billion for the first six months of 2026, compared with $2.4 billion for the same period in 2025. Revenue included fuel surcharge revenue of $314 million and $183 million, respectively, for the second quarters of 2026 and 2025, and $515 million and $361 million, respectively, for the first six months of 2026 and 2025. The increase in fuel surcharge revenue was primarily driven by higher diesel prices.

Current wording

Revenue in our North American LTL segment increased 17.4% to $1.5 billion for the third quarter of 2026, compared with $1.3 billion for the same quarter in 2025. Revenue in our North American LTL segment increased 12.6% to $4.1 billion for the first nine months of 2026, compared with $3.7 billion for the same period in 2025. Revenue included fuel surcharge revenue of $323 million and $194 million, respectively, for the third quarters of 2026 and 2025, and $838 million and $555 million, respectively, for the first nine months of 2026 and 2025. The increase in fuel surcharge revenue was primarily driven by higher diesel prices.

Previous wording

Percentages presented are calculated using the underlying unrounded amounts.

Current wording

Percentages presented are calculated using the underlying unrounded amounts. Table reflects the results of the North American Less-Than-Truckload segment.

Previous wording

The year-over-year increase in revenue, excluding fuel surcharge revenue, for both the second quarter and first six months of 2026 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives, and higher tonnage. The increase in tonnage for both the second quarter and first six months of 2026 reflects higher shipments per day partially offset by lower average weight per shipment.

Current wording

The year-over-year increase in revenue, excluding fuel surcharge revenue, for both the third quarter and first nine months of 2026 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives, and higher tonnage. The increase in tonnage for both the third quarter and first nine months of 2026 reflects higher shipments per day partially offset by lower average weight per shipment.

Previous wording

Adjusted EBITDA was $390 million for the second quarter of 2026, compared with $300 million for the same quarter in 2025. Adjusted EBITDA was $680 million for the first six months of 2026, compared with $550 million for the same period in 2025. The increase in adjusted EBITDA reflects higher yield, shipments per day and fuel surcharge revenue, as well as productivity improvements, partially offset by lower average weight per shipment, higher fuel costs and wage inflation.

Current wording

Adjusted EBITDA was $389 million for the third quarter of 2026, compared with $308 million for the same quarter in 2025. Adjusted EBITDA was $1.1 billion for the first nine months of 2026, compared with $857 million for the same period in 2025. The increase in adjusted EBITDA in both periods reflects higher yield, tonnage and fuel surcharge revenue, partially offset by wage inflation and higher fuel costs.

Previous wording

Depreciation and amortization expense increased to $100 million in the second quarter of 2026 compared with $96 million for the same quarter in 2025. Depreciation and amortization expense increased to $197 million in the first six months of 2026 compared with $185 million for the same period in 2025. The year-over-year increase was primarily due to the impact of capital investments in property, tractors and trailers.

Current wording

Depreciation and amortization expense increased to $101 million in the third quarter of 2026 compared with $98 million for the same quarter in 2025. Depreciation and amortization expense increased to $298 million in the first nine months of 2026 compared with $283 million for the same period in 2025. The year-over-year increase was primarily due to the impact of capital investments in property, tractors and trailers.

Previous wording

Revenue in our European Transportation segment increased 10.2% to $927 million for the second quarter of 2026, compared with $841 million for the same quarter in 2025. Revenue increased 10.6% to $1.8 billion for the first six months of 2026, compared with $1.6 billion for the same period in 2025. Foreign currency movement increased revenue by approximately 2.4 percentage points in the second quarter of 2026 and by approximately 6.4 percentage points in the first six months of 2026. The increase in revenue reflects improved pricing, the impact of foreign currency movements and higher fuel revenue.

Current wording

Revenue in our European Transportation segment increased 5.0% to $900 million for the third quarter of 2026, compared with $857 million for the same quarter in 2025. Revenue increased 8.7% to $2.7 billion for the first nine months of 2026, compared with $2.5 billion for the same period in 2025. Foreign currency movement decreased revenue by approximately 1.4 percentage points in the third quarter of 2026 and increased revenue by approximately 3.7 percentage points in the first nine months of 2026. The change in revenue in both periods primarily reflects higher fuel revenue, improved pricing and the impact of foreign currency movements.

Previous wording

Adjusted EBITDA was $48 million for the second quarter of 2026, compared with $44 million for the same quarter in 2025. Adjusted EBITDA was $81 million for the first six months of 2026, compared with $76 million for the same period in 2025. The increase in adjusted EBITDA in both the second quarter and the first six months of 2026 primarily reflects higher revenue, partially offset by higher fuel costs, operating lease and facility costs, purchased transportation and salaries, wages and employee benefits.

Current wording

Adjusted EBITDA was $48 million for the third quarter of 2026, compared with $38 million for the same quarter in 2025. Adjusted EBITDA was $129 million for the first nine months of 2026, compared with $115 million for the same period in 2025. The increase in adjusted EBITDA in both the third quarter and the first nine months of 2026 primarily reflects higher revenue, partially offset by higher purchased transportation and fuel costs.

Previous wording

Depreciation and amortization expense decreased to $33 million in the second quarter of 2026, compared with $34 million for the same quarter in 2025. Depreciation and amortization expense decreased to $66 million in the first six months of 2026, compared with $67 million for the same period in 2025.

Current wording

Depreciation and amortization expense decreased to $32 million in the third quarter of 2026, compared with $35 million for the same quarter in 2025. Depreciation and amortization expense decreased to $98 million in the first nine months of 2026, compared with $101 million for the same period in 2025.

Previous wording

Our cash and cash equivalents balance was $298 million as of June 30, 2026, compared to $310 million as of December 31, 2025. Our principal existing sources of cash are: (i) cash generated from operations; (ii) borrowings available under our Revolving Credit Facility (as defined below); and (iii) proceeds from the issuance of other debt. As of June 30, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million. Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $131 million in aggregate face amount of letters of credit as of June 30, 2026.

Current wording

Our cash and cash equivalents balance was $260 million as of September 30, 2026, compared to $310 million as of December 31, 2025. Our principal existing sources of cash are: (i) cash generated from operations; (ii) borrowings up to $600 million available under our revolving credit agreement (the “Revolving Credit Facility”); and (iii) proceeds from the issuance of other debt. As of September 30, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million. Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $131 million in aggregate face amount of letters of credit as of September 30, 2026.

Previous wording

In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended, and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for revolving credit commitments in an aggregate amount of $600 million (the “Revolving Credit Facility”). See Note 6—Debt to our Condensed Consolidated Financial Statements for further information.

Current wording

See Note 6—Debt to our Condensed Consolidated Financial Statements for further information.

Previous wording

As of June 30, 2026, total liquidity, comprised of cash and cash equivalents and availability under the Revolving Credit Facility, was approximately $898 million. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months and for the foreseeable future thereafter.

Current wording

As of September 30, 2026, total liquidity, comprised of cash and cash equivalents and availability under the Revolving Credit Facility, was approximately $860 million. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months and for the foreseeable future thereafter.

Previous wording

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $228 million as of June 30, 2026). As of June 30, 2026, the maximum amount available under the program was utilized. Under the securitization program, we service the receivables we sell on behalf of the purchasers. In January 2026, the program was amended to extend the maturity date through March 2029.

Current wording

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $227 million as of September 30, 2026). As of September 30, 2026, the maximum amount available under the program was utilized. Under the securitization program, we service the receivables we sell on behalf of the purchasers. The program expires in March 2029.

Previous wording

In May 2026, we entered into a Senior Secured Term Loan A Credit Agreement (the “Term Loan A Credit Agreement”). The agreement provides for a senior secured term loan A facility in an initial aggregate amount of $500 million, maturing on May 29, 2029 (the “Term Loan A Facility”). Proceeds from the Term Loan A Facility were drawn in full on the closing date and, together with the proceeds from the 2026 Term Loan B Facility, defined below, were used to repay borrowings under the existing term loan B credit agreement.

Current wording

In May 2026, we entered into a Senior Secured Term Loan A Credit Agreement (the “Term Loan A Credit Agreement”). The agreement provides for a senior secured term loan A facility in an initial aggregate amount of $500 million, maturing on May 29, 2029 (the “Term Loan A Facility”). Proceeds from the Term Loan A Facility were drawn in full on the closing date and, together with the proceeds from the 2026 Term Loan B Facility, defined below, were used to repay borrowings under the prior term loan B credit agreement (the “Prior Term Loan B Facility”).

Previous wording

As of June 30, 2026, we were in compliance with the Term Loan A Facility’s financial covenants. The interest rate on our Term Loan A Facility was approximately 4.87% as of June 30, 2026.

Current wording

As of September 30, 2026, we were in compliance with the Term Loan A Facility’s financial covenants. The interest rate on our Term Loan A Facility was approximately 4.94% as of September 30, 2026.

Previous wording

In May 2026, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan B Credit Agreement”). Pursuant to the amendment, the lenders provided the Company a new tranche of Term B-4 loans in an initial aggregate principal amount of $385 million, maturing on February 1, 2031 (the “2026 Term Loan B Facility”). The proceeds from the 2026 Term Loan B Facility, together with the proceeds from the Term Loan A Facility, were used to repay $885 million of outstanding principal, representing all outstanding indebtedness under our existing term loan B credit agreement. During the first half of 2026, prior to the refinancing, we used cash on hand to repay $100 million of outstanding principal under the existing term loan B credit agreement. We recorded a debt extinguishment loss of $5 million during the six months ended June 30, 2026, primarily related to the refinancing, and a debt extinguishment loss of $5 million during the six months ended June 30, 2025 related to the refinancing of our term loans in February 2025.

Current wording

In May 2026, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan B Credit Agreement”). Pursuant to the amendment, the lenders provided the Company a new tranche of Term B-4 loans in an initial aggregate principal amount of $385 million, maturing on February 1, 2031 (the “2026 Term Loan B Facility”). The proceeds from the 2026 Term Loan B Facility, together with the proceeds from the Term Loan A Facility, were used to repay $885 million of outstanding principal, representing all outstanding indebtedness under the Prior Term Loan B Facility.

Previous wording

In July 2026, we used cash on hand to repay $100 million of outstanding principal under the 2026 Term Loan B Facility, which was classified within Short-term borrowings and current maturities of long-term debt as of June 30, 2026. The debt extinguishment loss recorded in connection with the repayment was not material. Including the July repayment, we used cash on hand to repay $200 million of outstanding principal under our term loans on a cumulative basis year to date.

Current wording

During the first half of 2026, prior to the May 2026 refinancing, we used cash on hand to repay $100 million of outstanding principal under the Prior Term Loan B Facility and, in July 2026, we used cash on hand to repay $100 million of outstanding principal under the 2026 Term Loan B Facility. In October 2026, we used cash on hand to repay $75 million of outstanding principal under the 2026 Term Loan B Facility, which was classified within Short-term borrowings and current maturities of long-term debt as of September 30, 2026.

Previous wording

The interest rate on our 2026 Term Loan B Facility was approximately 5.12% as of June 30, 2026.

Current wording

The interest rate on our 2026 Term Loan B Facility was approximately 5.19% as of September 30, 2026.

Previous wording

In the second quarter of 2026, we repurchased 341 thousand shares of common stock with an aggregate value of $70 million at an average price of $205.22 per share. In the first six months of 2026, we repurchased 497 thousand shares of common stock with an aggregate value of $100 million at an average price of $201.13 per share. The share repurchases were funded by cash on hand. In the second quarter and first six months of 2025, we repurchased 83 thousand shares of common stock with an aggregate value of $10 million at an average price of $120.41 per share. As of June 30, 2026, our remaining share repurchase authorization was $525 million, reflecting $225 million of cumulative repurchases to date under the program.

Current wording

In the third quarter of 2026, we repurchased 765 thousand shares of common stock with an aggregate value of $150 million at an average price of $196.05 per share. In the first nine months of 2026, we repurchased 1.3 million shares of common stock with an aggregate value of $250 million at an average price of $198.05 per share. The share repurchases were funded by cash on hand. In the third quarter of 2025, we repurchased 388 thousand shares of common stock with an aggregate value of $50 million at an average price of $128.86 per share. In the first nine months of 2025, we repurchased 471 thousand shares of common stock with an aggregate value of $60 million at an average price of $127.37 per share. As of September 30, 2026, our remaining share repurchase authorization was $375 million, reflecting $375 million of cumulative repurchases to date under the program.