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What changed in Schneider National, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Schneider National, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+269 added−294 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in Schneider National, Inc.'s 2024 10-K

269 paragraphs added · 294 removed · 214 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+11 added−16 removed35 unchanged
Biggest changeTransportation Equipment Our company-owned transportation equipment fleet was comprised of the following at December 31, 2023: Transportation Equipment Type Approximate Number of Units Over-the-road sleeper cab tractors 7,200 Day cab tractors 3,100 Other tractors (yard tractors, straight trucks, and training tractors) 300 Trailers 47,300 Containers 27,400 Chassis 23,800 2 Table of Contents Human Capital Management Schneider is committed to promoting a diverse and inclusive culture that values and respects the varied talents and perspectives of our associates.
Biggest changeOur diversified revenue mix and customer base allow for revenue and yield management stability throughout the year, despite the fact that many of our customers are affected by seasonal fluctuations. 2 Table of Contents Transportation Equipment Our company-owned transportation equipment fleet was comprised of the following as of December 31, 2024: Transportation Equipment Type Approximate Number of Units Over-the-road sleeper cab tractors 8,000 Day cab tractors 4,100 Other tractors (yard tractors, straight trucks, and training tractors) 400 Trailers 54,400 Containers 27,000 Chassis 23,900 Human Capital Management Schneider is committed to promoting an inclusive culture that values and respects the varied talents and perspectives of our associates.
We categorize our operations into the following reportable segments: • Truckload – Over-the-road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers across either network or dedicated configurations.
We categorize our operations into the following reportable segments: • Truckload – Over-the-road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers across either dedicated or network configurations.
Freight is transported and delivered by our company-employed drivers in company trucks and by owner-operators with company-owned trailers, and executed through long-haul or regional services, including customized solutions for high-value and time-sensitive loads throughout North America. • Intermodal – Door-to-door container on flat car service through a combination of rail and dray transportation, in association with our rail providers.
Freight is transported and delivered by our company-employed drivers in company trucks and by owner-operators with company-owned trailers and executed through long-haul or regional services, including customized solutions for high-value or time-sensitive loads throughout North America. • Intermodal – Door-to-door container on flat car service through a combination of rail and dray transportation, in association with our rail providers.
These laws and regulations historically have resulted in increased costs, decreased equipment productivity, risks, and/or liabilities associated with our operations, and have the potential to further increase such costs, risks, and/or liabilities, particularly if costs are not offset by potential fuel savings. We cannot predict the extent to which our operations and productivity will be impacted.
These laws and regulations historically have resulted in increased costs, decreased equipment productivity, risks, and/or increased liabilities associated with our operations, and have the potential to further increase such costs, risks, and/or liabilities, particularly if costs are not offset by potential fuel savings. We cannot predict the extent to which our operations and productivity will be impacted.
Our comprehensive package includes competitive pay, tuition reimbursement, medical, dental, vision, wellness programs, mental health support, 401(k) savings and retirement, work schedule flexibility, paid time off, disability and a wide variety of other voluntary insurance options, recognition programs, and development and career growth opportunities.
Our comprehensive package includes competitive pay, tuition reimbursement, medical, dental, vision, wellness programs, mental health support, 401(k) savings and retirement, work schedule flexibility, paid time off, disability benefits and a wide variety of other voluntary insurance options, recognition programs, and development and career growth opportunities.
Our service offerings include transportation of full-truckload freight, which we directly transport utilizing either our company-owned transportation equipment and company drivers, owner-operators, or third-party carriers under contract with us. We have arrangements with most of the major North American rail carriers to transport freight in containers.
Our service offerings include transportation of full-truckload freight, which we directly transport utilizing our company-owned transportation equipment and company drivers, owner-operators, or third-party carriers under contract with us. We have arrangements with most of the major North American rail carriers to transport freight in containers.
Proprietary decision support tools are embedded throughout the platform and assist our associates in making the right trade-offs to drivers’ needs for earnings and work-life balance, customers’ needs for reliable capacity and service, and our business and its shareholders’ needs for an adequate return.
Proprietary decision support tools are embedded throughout the platform and assist our associates in making the right trade-offs for drivers’ needs for earnings and work-life balance, customers’ needs for reliable capacity and service, and our business and its shareholders’ needs for an adequate return.
Additionally, through our investment in MLSI, in which we are collaborating to develop a TMS using MLSI’s SaaS technology, we aim to further complement our technology platform and enable enhanced decision making, resource allocation, and visibility for our supply chain partners.
Through our investment in MLSI, in which we are collaborating to develop a TMS using MLSI’s SaaS technology, we aim to further complement our technology platform and enable enhanced decision making, resource allocation, and visibility for our supply chain partners.
We offer a scaled portfolio of services and an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the timely, safe, and effective movement of customer products. The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental U.S., Canada, and Mexico.
We offer a scaled portfolio of services and an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the timely, safe, and efficient movement of customer products. The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental U.S., Canada, and Mexico.
The “Investors” section of our website contains corporate governance guidelines, our code of ethics, Board committee charters, and other corporate policies. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.
The “Investors” section of our website contains corporate governance guidelines, our code of ethics, Board committee charters, and other corporate policies. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC. 7 Table of Contents
We believe that we are in material compliance with applicable environmental laws relating to the storage of fuel. In response to fluctuations in fuel prices, we use surcharge programs to adjust fuel costs charged to our customers.
We believe that we are in material compliance with applicable environmental laws relating to fuel storage. In response to fluctuations in fuel prices, we use surcharge programs to adjust fuel costs charged to our customers.
Moreover, in 2023, California passed three climate reporting laws which mandate all companies conducting business in California to make climate-related disclosures beginning in 2026. SB 253 requires companies with revenues greater than $1 billion doing business in California to report their emissions comprehensively, including their Scope 1 and 2 beginning in 2026 and Scope 3 beginning in 2027.
California has passed three climate reporting laws which mandate all companies conducting business in California to make climate-related disclosures beginning in 2026. SB 253 requires companies with revenues greater than $1 billion doing business in California to report their emissions comprehensively, including their Scope 1 and 2 beginning in 2026 and Scope 3 beginning in 2027.
DHS, NHTSA, EPA, and OSHA. These regulatory authorities have broad powers over matters relating to authorized motor carrier operations, as well as motor carrier registration, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions, and periodic financial reporting.
DOT, FMCSA, U.S. DHS, NHTSA, EPA, and OSHA. These regulatory authorities have broad powers over matters relating to authorized motor carrier operations, as well as motor carrier registration, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions, and periodic financial reporting.
Our strategy is based on delivering superior experiences to our customers utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service. We believe our operating strategy adds value to customers, fuels our earnings, and generates shareholder returns.
Our strategy is based 1 Table of Contents on delivering superior experiences to our customers utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service. We believe our operating strategy adds value to customers, fuels our earnings, and generates shareholder returns.
In addition, we provide comprehensive logistics services with a network of over 50,000 qualified third-party carriers. We are able to expand capacity through our Power Only offering by leveraging our nationwide trailer pool to match customer demand with third-party carriers.
In addition, we provide comprehensive logistics services with a network of over 20,700 qualified third-party carriers. We are able to expand capacity through our Power Only offering by leveraging our nationwide trailer pool to match customer demand with third-party carriers.
Fuel We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies . In 2023, we made 99% of our fuel purchases through negotiated volume purchase discounts. We store fuel in underground storage tanks at five locations and in above-ground storage tanks at eight locations.
Fuel We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies . In 2024, we made 99% of our fuel purchases through negotiated volume purchase discounts. We store fuel in underground storage tanks at five locations and in above-ground storage tanks at ten locations.
Our Logistics segment manages over 50,000 qualified carrier relationships and managed approximately $2.4 billion of third-party freight in 2023. Our revenue is derived from a diverse customer base across a broad end-market footprint, encompassing numerous industries including consumer products, retail, auto, chemicals, electronics and appliances, e-commerce, home improvement, and food and beverage.
Our Logistics segment manages over 20,700 qualified carrier relationships and managed approximately $2.4 billion of third-party freight in 2024. Our revenue is derived from a diverse customer base across a broad end-market footprint, encompassing numerous industries including consumer products, retail, auto, chemicals, electronics and appliances, e-commerce, home improvement, and food and beverage.
Our tractors are equipped with stability control and collision mitigation technology, lane departure warning, and forward-facing cameras. All tractor technology interfaces with the in-cab device and provides the driver and the driver’s leader with real-time performance data.
Our tractors are equipped with stability control and collision mitigation technology, lane departure warning, MirrorEye, and/or forward, side, and rear-facing cameras. All tractor technology interfaces with the in-cab device and provides the driver and the driver’s leader with real-time performance data.
We have exclusive agreements with three precision-scheduled Class I railroad providers, which augments our differentiation in the market and allows for increased freight reliability. Logistics The logistics industry is a large, fast-growing, and fragmented market that represents an integral part of the economy. Logistics plans, implements, and controls the movement and storage of goods, generally using the assets of others.
We have agreements with three precision-scheduled Class I railroad providers, which augments our company dray differentiation in the market and allows for increased freight reliability. Logistics The logistics industry is a large, fast-growing, and fragmented market representing an integral part of the economy. Logistics plans, implements, and controls the movement and storage of goods, generally using the assets of others.
Prominent among those regulations are certain environmental regulations in effect in the State of California which have been adopted by CARB, including: • The Heavy-Duty Vehicle GHG Emission Reduction Regulation which was issued to reduce GHG emissions from certain long-haul tractor-trailers that operate in California by requiring owners of such vehicles or equipment to retrofit their vehicles with aerodynamic elements and accessories and implement technologies that improve fuel efficiency (regardless of where the vehicle is registered); • CARB’s ACT regulation, as enacted, is intended to accelerate a large-scale transition to medium and heavy-duty ZEVs.
Prominent among those regulations are certain environmental regulations in effect in the State of California which have been adopted by CARB, including: • The Heavy-Duty Vehicle GHG Emission Reduction Regulation which was issued to reduce GHG emissions from certain long-haul tractor-trailers that operate in California by requiring owners of such vehicles or equipment to retrofit their vehicles with aerodynamic elements and accessories and implement technologies that improve fuel efficiency (regardless of where the vehicle is registered); • CARB’s ACT regulation, as enacted, is intended to accelerate the adoption of zero-emission trucks in California by 2035.
Approximately 15% of our associates are based at our headquarters in Green Bay, Wisconsin. We have not experienced any work stoppages and consider our associate relations to be good.
Approximately 12% of our associates are based out of our headquarters in Green Bay, Wisconsin. We have not experienced any work stoppages and consider our associate relations to be good.
We are currently exploring alternative fuel vehicles, including hydrogen vehicles, and have added nearly 100 BEVs to our fleet which replaced existing diesel trucks and helped reduce our diesel fuel usage. Regulation Our operations as a for-hire motor carrier are regulated and licensed by various federal, state, and local government agencies in North America, including the U.S. DOT, FMCSA, U.S.
We are currently exploring alternative fuel vehicles, including hydrogen vehicles, and have nearly 100 BEVs in our fleet which replaced existing diesel trucks and helped reduce our diesel fuel usage. 5 Table of Contents Regulation Our operations as a for-hire motor carrier are regulated and licensed by various federal, state, and local government agencies in North America, including the U.S.
Succession planning is regularly performed to help identify and develop a pipeline of talent in critical roles within our organization. Additionally, we routinely conduct market analyses to evaluate the competitiveness of our wages and benefits, and we offer associates classroom, virtual, and web-based training options through our comprehensive learning program. Associate Engagement We promote associate engagement throughout our organization.
Succession planning is regularly performed to help identify and develop a pipeline of talent in critical roles within our organization. We further our talent development through a comprehensive learning program that offers associates classroom, virtual, and web-based training options. Additionally, we routinely conduct market analyses to evaluate the competitiveness of our wages and benefits.
We recognize the advantage of hiring and retaining associates who contribute to the creation of value for our shareholders. Associates and Workforce As of December 31, 2023, we employed approximately 17,300 associates, 68% of whom are drivers with the remaining 32% consisting of mechanics and warehouse personnel, managers, and other corporate office associates.
We recognize the advantage of hiring and retaining associates who contribute to the creation of value for our shareholders. Associates and Workforce As of December 31, 2024, we employed approximately 19,400 associates, 69% of whom are drivers, with the remaining 31% consisting of mechanics and warehouse personnel, managers, and other corporate office associates.
We continue to expand our business capabilities by extending our foundational integrated technology platform, making advancements to our in-cab technology, and leveraging mobile applications to better connect with company drivers and customers. One example is the rollout of our new global navigation system.
We continue to expand our business capabilities by extending our foundational integrated technology platform, making advancements to our in-cab technology, and leveraging mobile applications to better connect with company drivers and customers.
Finally, in a 6 Table of Contents significant step toward implementing transparency in voluntary carbon markets, California enacted AB 1305 - the VCMDA.
Lastly, in a significant step toward implementing transparency in voluntary carbon markets, California enacted AB 1305 - the VCMDA.
M&M is a dedicated carrier that complements our growing dedicated operations. The operating results of M&M are reported in dedicated operations as part of our Truckload segment beginning in the third quarter of 2023. Refer to Note 2, Acquisitions, for additional details on our acquisition of M&M and other recent acquisitions.
The operating results of M&M are reported in Dedicated operations as part of our Truckload segment beginning in the third quarter of 2023. Refer to Note 2, Acquisitions, for additional details on our acquisitions of Cowan Systems and M&M.
We are constantly reevaluating our existing technology to find efficiencies and drive innovation, with some of our current efforts focused on exploring autonomous trucking and additional safety technologies. 7 Table of Contents Available Information We make a number of reports and other information available free of charge on our website, www.schneider.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
Available Information We make a number of reports and other information available free of charge on our website, www.schneider.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
We believe the most cost-effective protection against variability in fuel costs is to continue the fuel surcharge programs and invest in a fuel-efficient fleet; however, fuel surcharges historically have not protected us against the full effect of increases in diesel fuel prices and are not expected to do so in the future.
We believe the most cost-effective protection against variability in fuel costs is to continue the fuel surcharge programs and invest in a fuel-efficient fleet; however, due to the timing of changes in fuel prices and data used to calculate our fuel surcharge rate, our surcharges historically have not always protected us against the full effect of increases in diesel fuel prices and may not in the future.
Our CAT Program enables these candidates to earn their CDL in their first few weeks of training then continue training under the supervision of experienced driver trainers to strengthen and hone their driving skills. Diversity and Inclusion We believe diversity fuels innovation, improves strategic thinking, and cultivates leadership. ‘Respect for All’ is one of our four core values.
Our CAT Program enables these candidates to earn their CDL in their first few weeks of training then continue training under the supervision of experienced driver trainers to strengthen and hone their driving skills. Inclusive Culture We believe an engaged and inclusive workforce fuels innovation, improves strategic thinking, and cultivates leadership.
As part of that process, we voluntarily choose to use hair testing in addition to mandated urine-based drug testing. While costing more per driver, hair testing is generally more accurate than urine-based testing. • Military drivers . We support service members and veterans and employ many drivers with military experience.
While costing more per driver, hair testing is generally more accurate than urine-based testing. • Military drivers – We support service members and veterans and employ many drivers with military experience.
Our platform enables an integrated approach to cash processing including load/order acceptance based on driver and network optimization, vehicle dispatch, continuous quote monitoring, and visibility to loads from pick-up to delivery and customer collection.
Technology Our business is executed through an integrated technology platform that encompasses an end-to-end process design focused on information accessibility and connectivity across our value chain. Our platform enables an integrated approach to cash processing including load/order acceptance based on driver and network optimization, vehicle dispatch, continuous quote monitoring, and visibility to loads from pick-up to delivery and customer collection.
This experience produces quality truck drivers due to the discipline instilled through military training programs. • Training . Initial training is complemented by regularly scheduled follow-up training to sustain and enhance basic skills. We operate company-sponsored driver training facilities and have invested in simulators for both initial and sustainment training. • Equipment and technology .
This experience produces quality truck drivers due to the discipline instilled through military training programs. • Training – Initial training is complemented by regularly scheduled follow-up training to sustain and enhance basic skills.
We were founded in 1935 and have been a publicly held holding company since our IPO in 2017. Our stock is publicly traded on the NYSE under the ticker symbol “SNDR”.
We were founded in 1935 and have been a publicly held holding company since our IPO in 2017. Our stock is publicly traded on the NYSE under the ticker symbol “SNDR.” Schneider was added to the S&P SmallCap 600 Index in July 2024.
Our non-driver pay varies by job, is market competitive, and includes short and long-term incentive programs that motivate associates and reward high performance. 3 Table of Contents Driver Turnover Rate As a result of retirements, high turnover rates for new entrants to the driver market, and the challenges of attracting drivers, the industry and the long-haul truckload sector, in particular, have been characterized by persistent shortages of truck drivers.
Driver Turnover Rate As a result of retirements, high turnover rates for new entrants to the driver market, and the challenges of attracting drivers, the industry and the long-haul truckload sector, in particular, have been characterized by persistent shortages of truck drivers.
We continually analyze opportunities for capital investment and effective capital deployment to provide additional value for our customers and increase returns for our shareholders. 1 Table of Contents Business Developments Acquisitions On August 1, 2023, the Company completed the acquisition of M&M, a privately held truckload carrier based in West Bridgewater, Massachusetts that primarily provides specialty solutions for retail and manufacturing customers.
We continually analyze opportunities for capital investment and effective capital deployment to provide additional value for our customers and increase returns for our shareholders. Business Developments Acquisitions On December 2, 2024, the Company completed the acquisition of Cowan Systems, a privately held truckload carrier based in Baltimore, Maryland that offers customized delivery solutions for retail and food manufacturing customers.
In 2023, we opened The Grove, a state-of-the-art innovation center located on the campus of our headquarters which is a curated, collaborative workspace for associates and customers aimed at driving innovation in transportation and logistics with a focus on technology.
Survey results are used to implement programs that will enhance associate connectivity with the Company which is believed to lead to increased innovation, productivity, and profitability. 3 Table of Contents In 2023, we opened The Grove, a state-of-the-art innovation center located on the campus of our headquarters which is a curated, collaborative workspace for associates and customers aimed at driving innovation in transportation and logistics with a focus on technology.
In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration and Customs and Border Protection within the DHS, and our cross-border operations in Canada and Mexico are subject to regulation by each of those countries. 5 Table of Contents We are also subject to various environmental laws and regulations dealing with, among other aspects of our operations, the handling of hazardous materials, underground fuel storage tanks at our terminals, emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water.
We are also subject to various environmental laws and regulations dealing with, among other aspects of our operations, the handling of hazardous materials, underground fuel storage tanks at our terminals, emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water.
Chamber of Commerce, the California Chamber of Commerce, and the American Farm Federation recently filed a lawsuit seeking to overturn SB 253 and SB 261. As of the date of this Annual Report on Form 10-K, that lawsuit remains pending.
Other states are now considering mandatory GHG emissions disclosures and other climate-related risks. Several business groups including the U.S. Chamber of Commerce, the California Chamber of Commerce, and the American Farm Federation have filed a lawsuit seeking to overturn SB 253 and SB 261. As of the date of this Annual Report on Form 10-K, that lawsuit remains pending.
At times, in conjunction with delivering freight transportation services to certain of its customers, the Company purchases carbon credits or offsets to enable or assist such customers with achieving their carbon reduction targets. In 2022, the SEC issued a proposed rule, SEC Climate Disclosure Rule, that would enhance and standardize the climate-related disclosures provided by public companies.
At times, in conjunction with delivering freight transportation services to certain of its customers, the Company purchases carbon credits or offsets to enable or assist such customers with achieving their carbon reduction targets.
This milestone has kept approximately 3.3 million pounds of CO 2 emissions out of the environment. In addition to efforts to make our fleet more efficient and reduce emissions, we are focused on improving sustainability at our operating facilities including upgrading to high-efficiency lighting and enhancing existing programs for recycling motor oil, tires, and batteries.
We have deployed nearly 100 Class 8 BEVs in our Intermodal fleet to further the Company’s efforts to make our fleet more efficient and reduce emissions and are focused on improving sustainability at our operating facilities including upgrading to high-efficiency lighting and enhancing existing programs for recycling motor oil, tires, and batteries.
Owner-operators are small business owners who own and maintain their own trucks, may employ drivers they hire, and provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses. Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis.
Owner-Operators In addition to the company drivers we employ, we enter into contracts with independent contractors who work as “owner-operators.” Owner-operators are small business owners who own and maintain their own trucks, may employ drivers they hire, and provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses.
We believe we have a responsibility to our associates, customers, and the community to operate safely. Our safety culture is built on five key components: • Driver hiring and drug testing . We hire both experienced drivers and drivers new to the industry through a comprehensive hiring process.
Our safety culture is built on five key components: • Driver hiring and drug testing – We hire both experienced drivers and drivers new to the industry through a comprehensive hiring process. As part of that process, we voluntarily choose to use hair testing in addition to mandated urine-based drug testing.
Driver leaders and safety coordinators have real-time access to activity in the truck, facilitating situational and scheduled coaching. We have invested in predictive analytics that assist in proactively identifying drivers with potential safety issues and recommending a remediation path. Truckload carriers share safety performance information in monitored peer-to-peer forums.
We have invested in predictive analytics that assist in proactively identifying drivers with potential safety issues and recommending remediation paths. Truckload carriers share safety performance information in monitored peer-to-peer forums. We have always maintained a satisfactory DOT safety rating, which is the highest available rating.
As of the date of this Annual Report on Form 10-K, the following states have also adopted the ACT regulation: Colorado, Maryland, Massachusetts, New Jersey, New Mexico, New York, Oregon, Rhode Island, Vermont, and Washington; • CARB’s ACF regulation is intended to work in conjunction with the ACT regulation to require the deployment of medium and heavy-duty ZEVs in California.
As of the date of this Annual Report on Form 10-K, the following states have also adopted the ACT regulation: Connecticut, Colorado, Delaware, Maine, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, Pennsylvania, Rhode Island, Vermont, Virginia, Washington and Washington D.C.
At Schneider, we define sustainability broadly as safe and responsible practices that strengthen the economy and create a safer world.
Environmental, Social, and Governance We seek to do business responsibly and embrace that we have a role to play in the betterment of society. At Schneider, we define sustainability broadly as safe and responsible practices that strengthen the economy and create a safer world.
We are an EPA SmartWay® Transport Partner and are proud to be one of only four freight carriers to receive the EPA’s SmartWay® Award of Excellence each year since the award was created. We were the first company to receive the National Safety Council’s Green Cross for Safety Award for two consecutive years.
We are an EPA SmartWay® Transport Partner and are proud to be one of only four freight carriers to receive the EPA’s SmartWay® Award of Excellence each year since the award was created. In 2024, all three of our reportable segments achieved the highest SmartWay® performance ranking.
Our Logistics segment competes with other logistics companies, brokerage businesses, and truckload carriers. Customers During the year ended December 31, 2023, we offered our services to approximately 8,400 customers across our portfolio, including nearly 150 Fortune 500 companies, and 24 of our top 25 customers used services from all three of our reportable segments.
Customers During the year ended December 31, 2024, we offered our services to approximately 7,850 customers across our portfolio (excluding customers from our recent Cowan Systems acquisition), including 134 Fortune 500 companies, and 22 of our top 25 customers used services from all three of our reportable segments.
Some of our driver pay packages include minimum guarantees while providing increasing pay by experience level and incentivizing for performance.
Some of our driver pay packages include minimum guarantees while providing increasing pay by experience level and incentivizing for performance. Our non-driver pay varies by job, is market competitive, and includes short and long-term incentive programs that motivate associates and reward high performance.
Our Power Only business was successfully transitioned to MLSI’s TMS in 2022, and we will begin transitioning the remainder of our Logistics business in the near future. Our in-cab telematics platform delivers on-board technology through our private application store to enable communication, regulatory compliance, and driver productivity.
Our Power Only business has been using MLSI’s TMS since 2022, our Brokerage business began its migration at the end of 2024, and we are currently planning for the transition of our Dedicated business. Our in-cab telematics platform delivers on-board technology through our private application store to enable communication, regulatory compliance, and driver productivity.
As a result, we can not predict when, or if, the proposed rule will be finalized or whether the final rule will have a material adverse impact on the Company’s results of operations.
As a result, we cannot predict when or if these rules will go into effect or whether they will have any impact on the Company’s results of operations.
We invest in trucks that are configured with roll stability, collision mitigation, lane departure warning, and forward-facing cameras. Driving behavior is electronically monitored, alerts are provided to the driver situationally, and performance is documented for subsequent coaching. We also employ electronic logging to improve HOS compliance and reduce fatigue occurrences. • Active management .
Driving behavior is electronically monitored, alerts are provided to the driver situationally, and performance is documented for subsequent coaching. We also employ electronic logging to improve HOS compliance and reduce fatigue occurrences. 4 Table of Contents • Active management – Driver leaders and safety coordinators have real-time access to activity in the truck, facilitating situational and scheduled coaching.
We established GREEN, an internal BRG, which focuses on educating associates on how to enhance sustainability and improve the environmental health of communities where we operate. Finally, we opened The Grove on our main campus in Green Bay, WI.
We are the only company to receive all three of the National Safety Council’s Green Cross for Safety Award for Safety Advocacy, Excellence, and Innovation. We established GREEN, an internal BRG, which focuses on educating associates on how to enhance sustainability and improve the environmental health of communities where we operate.
The ACT requires OEMs to begin shifting towards greater production of zero-emission heavy-duty tractors beginning in 2024. Under the ACT, every new tractor sold in California will need to be zero-emission by 2045.
Under ACT, an increasing percentage of tractors sold in California will need to be zero-emission by 2045.
We have six BRGs for associates who share identity, life experience or common purpose, and who come together to fulfill both individual and group goals that tie to business strategies and objectives. Finally, we are proud supporters of military veterans and have been recognized as a top military-friendly employer. Safety “Safety first and always” is a Schneider core value.
Creating communities rooted in a culture of belonging is the ultimate goal of Schneider’s Business Resource Groups (BRGs). Our BRG’s are for associates who share identity, life experience, or common purpose, and who come together to fulfill both individual and group goals that tie directly to business strategies and objectives.
Furthering our Company’s diversity and inclusion goals and objectives is incorporated into our hiring, training and development programs, performance management, and community giving programs so that we nurture an environment where associates feel safe, supported, and empowered to share their creativity, experiences, and ideas. Creating communities rooted in a culture of belonging is the ultimate goal of Schneider’s BRGs.
We value diversity of thought, race, ethnicity, gender, age, religion, sexual orientation, experience, and background. We nurture an environment where associates feel safe, supported, and empowered to share their creativity, experiences, and ideas throughout our hiring processes, training and development programs, performance management, and community giving programs.
This state of the art facility leverages both geothermal and solar energy to maximize resource efficiency in the facility as part of our commitment to sustainability. As always, we continue to ingrain safety into our corporate culture and strive to conduct all of our operations as safely as possible.
Finally, we opened The Grove on our main Green Bay, WI campus in 2023. This state-of-the-art facility leverages both geothermal and solar energy to maximize resource efficiency. The interior of The Grove contains furniture made of post-industrial materials as part of our commitment to sustainability.
We conduct biennial associate surveys to measure associate satisfaction and garner ideas to improve workforce engagement. Survey results are used to implement programs that will enhance associate connectivity with the Company which is believed to lead to increased innovation, productivity, and profitability.
Associate Engagement We promote associate engagement throughout our organization. We conduct biennial associate surveys to measure associate satisfaction and garner ideas to improve workforce engagement.
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Our diversified revenue mix and customer base allow for revenue and yield management stability throughout the year, despite the fact that many of our customers are also affected by seasonal fluctuations.
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Cowan Systems provides mainly dedicated and logistics services that complement our operations. The operating results of Cowan Systems are reported in our Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning on the closing date of the acquisition.
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We embrace and seek diversity that is inclusive of thought, race, ethnicity, gender, age, religion, sexual orientation, experience, and background.
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On August 1, 2023, the Company completed the acquisition of M&M, a privately held truckload carrier based in West Bridgewater, Massachusetts that primarily provides specialty solutions for retail and manufacturing customers. M&M is a dedicated carrier that complements our growing dedicated operations.
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We have always maintained a satisfactory DOT safety rating, which is the highest available rating. Owner-Operators In addition to the company drivers we employ, we enter into contracts with independent contractors who work as “owner-operators”.
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Our Logistics segment competes with other logistics companies, brokerage businesses, and truckload carriers.
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Owner-operators tend to be experienced drivers and represented approximately 15% of driver capacity as of December 31, 2023. 4 Table of Contents Environmental, Social, and Governance We seek to do business responsibly and embrace that we have a role to play in the betterment of society.
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Finally, we are proud supporters of military veterans and continue to be recognized as a top military-friendly employer, as well as consecutively being recognized as a top company for women in transportation. Safety “Safety first and always” is a Schneider core value, and we believe we have a responsibility to our associates, customers, and the community to operate safely.
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During 2023, we added nearly 100 Class 8 BEVs to our Intermodal fleet based out of California to contribute toward the Company’s goal of cutting its CO 2 emissions by 7.5% per mile by 2025 and 60% per mile by 2035, and we continue to look for opportunities to expand our battery-electric fleet.
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We operate company-sponsored driver training facilities and have invested in simulators for both initial and sustainment training. • Equipment and technology – We invest in trucks that are configured with roll stability, collision mitigation, lane departure warning, MirrorEye, and/or forward, side, and rear-facing cameras.
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As of mid-2023, we were already more than halfway to our goal of reducing CO 2 emissions by 7.5% per mile by 2025, as compared to our baseline established in 2020, and expect to fully achieve this goal in 2025. Additionally, in 2023 we delivered over 1 million emission free miles via our BEVs operating in California.
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Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis. Owner-operators tend to be experienced drivers and represented approximately 10% of driver capacity as of December 31, 2024.
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Components of the ACF regulation, as adopted by CARB, include the following: ◦ Drayage fleets. Beginning January 1, 2024, trucks would be required to be registered in the CARB Online System to conduct drayage activities in California.
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In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration and Customs and Border Protection within the DHS, and our cross-border operations in Canada and Mexico are subject to regulation by each of those countries.
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Any truck that is to conduct drayage activities in California and is added to the California fleet on or after January 1, 2024 will be required to be a ZEV. ◦ High priority fleets.
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In March 2024, prior to the election of President Trump, the SEC released a final version of their Climate Disclosure rule which, among other things, would require companies to disclose specified financial statement disclosures of severe weather events and other natural conditions, certain carbon offsets and RECs, and material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclose climate related targets or transition plans.
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High priority fleets (defined by the regulation to include an entity that owns, operates, or directs vehicles in California and has $50 million or more in total gross revenue or a fleet that owns, operates, or directs 50 or more vehicles in its California fleet) would be required to either (i) purchase only ZEVs beginning 2024 and, starting January 1, 2025, remove internal combustion engine vehicles at the end of their maximum useful life as specified in the regulation or (ii) use the ZEV Milestones Option to phase-in ZEVs into their fleets to meet ZEV targets as a percentage of their total California fleet.
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In response to multiple separate lawsuits filed by certain business groups, the SEC has voluntarily stayed its Climate Disclosure rule making.
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Our California fleet consists of both a drayage fleet and a high priority fleet as defined in the ACF regulation as adopted by CARB and therefore, is required to be in compliance according to the following schedule: Table A: ZEV Fleet Milestones by Milestone Group and Year Milestone Group 10% 25% 50% 75% 100% 1: Box trucks, vans, 2-axle buses, yard tractors, light-duty package delivery vehicles 2025 2028 2031 2033 2035+ 2: Work trucks, day cab tractors, 3-axle buses 2027 2030 2033 2036 2039+ 3: Sleeper cab tractors and specialty vehicles 2030 2033 2036 2039 2042+ On October 16, 2023, the CTA filed a lawsuit in the Eastern District of California challenging the ACF regulation on several grounds including that the ACF is preempted by federal law under the Federal Clean Air Act and the Federal Aviation Administration Authorization Act of 1994.
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Several lawsuits were consolidated later in 2024 and are currently pending before the Eighth Circuit. 6 Table of Contents On February 11, 2025, SEC Acting Chair Mark Uyeda – in a major step toward the Trump Administration reversing course on the Biden SEC’s Climate Disclosure Rule, issued a statement saying the Climate Disclosure Rule “… is deeply flawed and could inflict significant harm on the capital markets and our economy” and subsequently directed the Commission staff to notify the Court of the changed circumstances and request that the Court not schedule the case for argument to provide time for the Commission to deliberate and determine the appropriate next steps in these cases.” If the SEC decides to continue to defend and the rule survives this legal challenge, the SEC has indicated it will provide a new effective date for the rule.
Removed
The CTA seeks declaratory relief that the ACF regulation is invalid and unenforceable, as well as preliminary and permanent injunctive relief barring the implementation and enforcement of the ACF regulation. No assurances can be provided regarding the CTA’s litigation challenging the ACF regulation, including the timing of any proceedings relating to the litigation.
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We are constantly reevaluating our existing technology to find efficiencies and drive innovation, with some of our current efforts focused on exploring autonomous trucking and additional safety technologies.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, our responses to any union organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results. These responses could also expose us to legal risk or reputational harm and cause us to incur costs to defend legal and regulatory actions.
Biggest changeThese responses could also expose us to legal risk or reputational harm and cause us to incur costs to defend legal and regulatory actions. Moreover, any labor disputes or work stoppages, whether or not such actions culminate in a successful unionization campaign, could disrupt our operations and have a material adverse effect on our financial results.
Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will be achieved or accomplished.
Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will be achieved or accomplished.
Our turnover rate requires us to continually recruit a substantial number of company and owner-operator drivers to support our operations. Owner-operator availability is generally affected by operating cost increases (which the owner-operator is responsible for) and economic conditions, which drive overall increases in customer demand, and heightened competition for owner-operators from other carriers.
Our turnover rate requires us to continually recruit a substantial number of company and owner-operator drivers to support our operations. Owner-operator availability is generally affected by operating cost increases for which the owner-operator is responsible. Economic conditions drive overall increases in customer demand and heightened competition for owner-operators from other carriers.
Although the number of our associates who are currently represented by a labor union is not significant, we face ongoing risks associated with the potential unionization of certain of our associates. Over the last several years we have been the subject of isolated unionization efforts involving a relatively small number of associates, which efforts were, in each case, unsuccessful.
Although the number of our associates who are currently represented by a labor union is not significant, we face ongoing risks associated with the potential unionization of certain associates. Over the last several years we have been the subject of isolated unionization efforts involving a relatively small number of associates, which efforts were, in each case, unsuccessful.
Any legislation or regulation, however, which limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations. Additionally, courts in certain jurisdictions have issued decisions that could result in a greater likelihood that independent contractors will be judicially classified as employees.
However, any legislation or regulation which limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations. Additionally, courts in certain jurisdictions have issued decisions that could result in a greater likelihood that independent contractors will be judicially classified as employees.
These provisions include, among others: • a dual class common stock structure, which provides the Voting Trust the ability to control the outcome of matters requiring shareholder approval, even if the Voting Trust beneficially owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock; • a requirement that certain transactions be conditioned upon approval by 60% of the voting power of our capital stock, including any transaction which results in the Schneider family holding less than 40% of the voting power of our capital stock, a sale of substantially all of our assets, and a dissolution; • no provision for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; • the inability of shareholders to call a special meeting except when the holders of at least ten percent of all votes entitled to be cast on the proposed issue submit a written demand; • advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at shareholder meetings; • the ability of our directors, without a stockholder vote, to fill vacancies on our Board (including those resulting from an enlargement of the Board); • the requirement that both 75% of the directors constituting the full Board and stockholders holding at least 80% of our voting stock are required to amend certain provisions in our certificate of incorporation and our by-laws; and • the right of our Board to issue preferred stock without stockholder approval.
These provisions include, among others: • a dual class common stock structure, which provides the Voting Trust the ability to control the outcome of matters requiring shareholder approval, even if the Voting Trust beneficially owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock; • a requirement that certain transactions be conditioned upon approval by 60% of the voting power of our capital stock, including any transaction which results in the Schneider family holding less than 40% of the voting power of our capital stock, a sale of substantially all of our assets, and a dissolution; • no provision for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; 14 Table of Contents • the inability of shareholders to call a special meeting except when the holders of at least ten percent of all votes entitled to be cast on the proposed issue submit a written demand; • advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at shareholder meetings; • the ability of our directors, without a stockholder vote, to fill vacancies on our Board (including those resulting from an enlargement of the Board); • the requirement that both 75% of the directors constituting the full Board and stockholders holding at least 80% of our voting stock are required to amend certain provisions in our certificate of incorporation and our by-laws; and • the right of our Board to issue preferred stock without stockholder approval.
Further, our tax returns are subject to periodic reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated.
Our tax returns are subject to periodic reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated.
In general, significant decreases in shipping volumes within the industry or increases in available truck capacity result in more aggressive freight pricing as carriers compete for loads and truck productivity.
In general, significant decreases in shipping volumes within the industry or increases in available truck capacity could result in more aggressive freight pricing as carriers compete for loads and truck productivity.
Furthermore, mandates requiring the transition to ZEVs would create substantial costs for the Company’s third-party capacity providers and, in turn, increase the cost of purchased transportation to the Company.
Mandates requiring the transition to ZEVs would create substantial costs for the Company’s third-party capacity providers and, in turn, increase the cost of purchased transportation to the Company.
First, in the case of any Major Transaction (as defined under our Amended and Restated Bylaws, including, most notably, a transaction resulting in more than 40% of the voting power of our common stock being held outside of the Schneider family), the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust as directed by the trustees of certain trusts which have been established for the benefit of certain Schneider family members.
First, in the case of any Major Transaction (as defined under our Amended and Restated Bylaws, including, most notably, a transaction resulting in more than 40% of the voting power of our common stock being held outside of the Schneider family), the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust as directed by the trustees of certain trusts which have been established for the benefit of 13 Table of Contents certain Schneider family members.
Various federal and state regulatory authorities, as well as independent contractors themselves, have asserted that independent contractor drivers in the trucking industry, such as those operating under our “owner-operator choice model”, are employees rather than independent contractors for a variety of purposes, including income tax withholding, workers’ compensation, wage and hour compensation, unemployment, and other issues.
Various federal and state regulatory authorities, as well as independent contractors themselves, have asserted that independent contractor drivers in the trucking industry, such as those operating under our “owner-operator choice model”, are employees rather than independent contractors for a variety of purposes, including income tax withholding, workers’ compensation, wage and hour compensation, unemployment, and other 15 Table of Contents issues.
As a result, we may not pay dividends at any rate or at all. 15 Table of Contents Risks Related to Legal Compliance If the independent contractors with whom we engage under our alternative owner-operator business model are deemed by law to be employees, our business, financial condition, and results of operations could be adversely affected.
As a result, we may not pay dividends at any rate or at all. Risks Related to Legal Compliance If the independent contractors with whom we engage under our alternative owner-operator business model are deemed by law to be employees, our business, financial condition, and results of operations could be adversely affected.
Our truckload operations are largely dependent on diesel fuel, and accordingly, significant increases in diesel fuel costs could materially and adversely affect our truckload operations, and if we are unable to pass increased costs on to customers through rate increases or fuel surcharges or if shippers opt for intermodal rail over trucking their freight, our results of operations and 10 Table of Contents financial condition could be adversely affected.
Our truckload operations are largely dependent on diesel fuel, and accordingly, significant increases in diesel fuel costs could materially and adversely affect our truckload operations, and if we are unable to pass increased costs on to customers through rate increases or fuel surcharges or if shippers opt for intermodal rail over trucking their freight, our results of operations and financial condition could be adversely affected.
Our ability to successfully execute these initiatives and accurately report our progress presents 19 Table of Contents numerous operational, financial, legal, reputational, and other risks, many of which are outside our control, and all of which could have a material negative impact on our business. Additionally, the implementation of these initiatives imposes additional costs on us.
Our ability to successfully execute these initiatives and accurately report our progress presents numerous operational, financial, legal, reputational, and other risks, many of which are outside our control, and all of which could have a material negative impact on our business. Additionally, the implementation of these initiatives imposes additional costs on us.
Should demand for freight shipments weaken or our margins suffer due to increased competition or general economic conditions, we may have to limit our fleet size or operate our transportation equipment for longer periods, either of which could have a materially adverse effect on our operations and profitability.
Should demand for freight shipments weaken or our 12 Table of Contents margins suffer due to increased competition or general economic conditions, we may have to limit our fleet size or operate our transportation equipment for longer periods, either of which could have a materially adverse effect on our operations and profitability.
Given the current claims settlement environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced.
Given the current truck litigation environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced.
Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts, the commercial trucking industry has experienced a wave of blockbuster or so-called “nuclear verdicts,” where juries have awarded tens or even hundreds of millions of dollars to accident victims and their families.
Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts both individually and in the aggregate, the commercial trucking industry has experienced a wave of so-called “nuclear verdicts,” where juries have awarded tens or even hundreds of millions of dollars to accident victims and their families.
Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cyber security incidents, but none of 18 Table of Contents the attempted cyberattacks or cybersecurity incidents identified as of the filing date of this Annual Report on Form 10-K has had a material impact on us, except as the continued presence of cybersecurity threats has resulted, and is expected to continue to result, in significant investments in cybersecurity risk management programs, processes, and tools.
Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cybersecurity incidents, but none of the attempted cyberattacks or cybersecurity incidents identified as of the filing date of this Annual Report on Form 10-K has had a material impact on us, except as the continued presence of cybersecurity threats has resulted, and is expected to continue to result, in significant investments in cybersecurity risk management programs, processes, and tools.
The independent directors who are members of our Corporate Governance Committee serve as trustees of the Voting Trust, and in general, those directors have full power and discretion to vote the Class A shares included in the Voting Trust with two exceptions.
The directors who are members of our Corporate Governance Committee and are not Schneider family members serve as trustees of the Voting Trust, and in general, those directors have full power and discretion to vote the Class A shares included in the Voting Trust with two exceptions.
The Schneider family, including trusts established for the benefit of certain members of the Schneider family, collectively beneficially own 100% of our outstanding Class A common stock and approximately 40% of our outstanding Class B common stock, representing approximately 94% of the total voting power of all of our outstanding common stock and approximately 68% of our total outstanding common stock.
The Schneider family, including trusts established for the benefit of certain members of the Schneider family, collectively beneficially own 100% of our outstanding Class A common stock and approximately 41% of our outstanding Class B common stock, representing approximately 94% of the total voting power of all of our outstanding common stock and approximately 69% of our total outstanding common stock.
At December 31, 2023, the balance of our goodwill, other intangible assets, internal use software, and long-lived assets was $3.1 billion, and the total market value of the Company’s outstanding shares was $4.5 billion.
As of December 31, 2024, the balance of our goodwill, other intangible assets, internal use software, and long-lived assets was $3.4 billion, and the total market value of the Company’s outstanding shares was $5.1 billion.
We, and others, currently do not expect that long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel, will become commercially viable at scale throughout North America in the next five years.
We, and others, currently do not expect that long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel, will become commercially viable at scale throughout North America in the near term.
Risks Related to Our Business, Industry, and Strategy Our operating results may be adversely affected by unfavorable economic and market conditions. Our business and results of operations are sensitive to changes in overall economic conditions that impact customer shipping volumes, industry freight demand, industry truck capacity, inflation, and our operating costs.
Risks Related to Our Business, Industry, and Strategy Our operating results may be adversely affected by unfavorable economic and market conditions. Our business and results of operations are sensitive to changes in overall economic conditions, public health crises, tariffs, and other geopolitical issues that impact customer shipping volumes, industry freight demand, industry truck capacity, inflation, and our operating costs.
These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and the 16 Table of Contents residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations. However, we cannot predict the extent to which our operations and productivity will be impacted.
These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and any related negative impact on the residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations. However, we cannot predict the extent to which our operations and productivity will be impacted.
We engage in strategic transactions and continue to make strategic investments including investments in new technologies and potentially disruptive startup companies which are focused on establishing a competitive advantage in the transportation and logistics services offered by the Company or exploiting new market opportunities including autonomous vehicle technologies, TMS software platforms, telematics, and mobile software applications.
We engage in strategic transactions and continue to make strategic investments, including investments in new technologies and potentially disruptive startup companies, which are focused on establishing a competitive advantage in transportation and logistics services offered by the Company or exploiting new market opportunities.
Should the Company fail to implement appropriate policies and procedures to accurately track or report all of the information required under the proposed SEC Climate Disclosure Rule, it could be determined that the Company has weaknesses in its internal controls, the Company would not be able to obtain the 17 Table of Contents required third-party attestation report or file them timely and could lose customers.
Should the Company fail to implement appropriate policies and procedures to accurately track or report all of the information required under these regulations and laws, it could be determined that the Company has weaknesses in its internal controls, and the Company would not be able to obtain the required third-party attestation report or file them timely and could lose customers.
Further, securities class action litigation is often brought against a public company following periods of volatility in the market price of its securities. Due to changes in our stock price, we may be the target of securities litigation in the future.
Further, securities class action litigation is often brought against a public company following periods of volatility in the market price of its securities. Due to changes in our stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial uninsured costs and divert management’s attention and our resources.
These and other factors may cause the market price and demand for our Class B common stock to fluctuate substantially. During 2023, the closing stock price of our Class B common stock ranged from a low of $21.48 per share to a high of $31.47 per share.
These and other factors may cause the market price and demand for our Class B common stock to fluctuate substantially. During 2024, the closing stock price of our Class B common stock ranged from a low of $20.65 per share to a high of $33.61 per share.
Overall, we believe our relations with our associates are good; however, should a significant number of our associates opt to be represented by a labor union, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition, and liquidity.
Overall, we believe our relations with our associates are good; however, should a significant number of our associates opt to be represented by a labor union, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition, and liquidity. 9 Table of Contents Additionally, our responses to any union organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results.
We are audited periodically by the DOT to ensure that we are in compliance with various safety, HOS, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our operations.
We are audited periodically by the DOT to ensure that we are in compliance with various safety, HOS, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our operations. We also operate in various Canadian provinces and contract with third-party carriers to transport freight into Mexico.
If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant capital expenditures or discontinue certain activities. Refer to Item 1. Business , for additional details on recent climate-related regulation and laws that impact our operations.
If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant capital expenditures or discontinue certain activities. Refer to Item 1.
In addition, a portion of the freight we deliver through both our Intermodal and Truckload segments is imported to the U.S. through ports of call where workers are represented by the ILWU, a labor union which primarily represents a significant number of longshore workers at 29 ports across the West Coast, or the International Longshoremen’s Association, the largest union of maritime workers in North America, which represents a larger number of longshoremen on the Atlantic and Gulf Coasts, Great Lakes, major U.S. rivers, Puerto Rico, and Eastern Canada.
Any strike or labor related disruption at any of the Class I railroads can be expected to have an adverse impact on the results of operations of our Intermodal or Truckload segments. 10 Table of Contents In addition, a portion of the freight we deliver through both our Intermodal and Truckload segments is imported to the U.S. through ports of call where workers are represented by the ILWU, a labor union which primarily represents a significant number of longshore workers at 29 ports across the West Coast, or the ILA, the largest union of maritime workers in North America, which represents a larger number of longshoremen on the Atlantic and Gulf Coasts, Great Lakes, major U.S. rivers, Puerto Rico, and Eastern Canada.
Increases in diesel fuel prices, or a shortage or rationing of diesel fuel, could also materially and adversely affect our results of operations. As of December 31, 2023, we did not have any derivative financial instruments to reduce our exposure to fuel price fluctuations.
Increases in diesel fuel prices, or a shortage or rationing of diesel fuel, could also materially and adversely affect our results of operations. During 2024, we did not enter into any derivative financial instruments that served to hedge or reduce our exposure to fuel price fluctuations.
Complying with these and any future GHG regulations enacted by the CARB, EPA, NHTSA, and/or any other state or federal governing body has increased, and will likely continue to increase, the cost of our new tractors, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings.
The OEMs’ compliance with those regulations, as well as similar state or federal regulations, has increased, and will likely continue to increase, the cost of our new tractors and, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings.
Securities litigation could result in substantial uninsured costs and divert management’s attention and our resources. 14 Table of Contents Certain provisions in our certificate of incorporation, by-laws, and Wisconsin law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Class B common stock.
Certain provisions in our certificate of incorporation, by-laws, and Wisconsin law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Class B common stock.
We operate in a highly competitive and fragmented industry that is characterized by intense price competition which could have a materially adverse effect on our results of operations.
Any such cost increase or event could adversely affect our results of operations or cash flows. 8 Table of Contents We operate in a highly competitive and fragmented industry that is characterized by intense price competition which could have a materially adverse effect on our results of operations.
Because the transportation and logistics services we offer are primarily marketed under the Schneider brand, the Schneider brand name is our most valuable sales and marketing tool.
The success of our businesses depends on our strong reputation and ability to maintain the Schneider brand value. Because the transportation and logistics services we offer are primarily marketed under the Schneider brand, the Schneider brand name is our most valuable sales and marketing tool.
Likewise, if diesel fuel prices decrease significantly, the results of our intermodal operations could be adversely affected as shippers shift intermodal freight to over-the-road trucking. Prices and availability of petroleum products are subject to political, economic, geographic, weather-related, and market factors that are generally outside our control and each of which may lead to fluctuations in the cost of fuel.
Prices and availability of petroleum products are subject to political, economic, geographic, weather-related, and market factors that are generally outside our control and each of which may lead to fluctuations in the cost and availability of diesel fuel.
Our results of operations and financial condition could be materially and adversely affected if (1) our costs or losses significantly exceed our aggregate coverage limits, (2) we are unable to obtain insurance coverage in amounts we deem sufficient, (3) our insurance carriers fail to pay on our insurance claims, or (4) we experience a claim for which coverage is not provided. 13 Table of Contents Risks Relating to Our Governance Structure Voting control of the Company is concentrated with a Voting Trust that was established for certain members of the Schneider family, which limits the ability of our other shareholders to influence major corporate transactions.
Our results of operations and financial condition could be materially and adversely affected if (1) our costs or losses significantly exceed our aggregate coverage limits, (2) we are unable to obtain insurance coverage in amounts we deem sufficient, (3) our insurance carriers fail to pay on our insurance claims, or (4) we experience a claim for which coverage is not provided.
We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Certain of our facilities have waste oil or fuel storage tanks and fueling islands.
Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Certain of our facilities have waste oil or fuel storage tanks and fueling islands.
We cannot predict whether, or in what form, or at what rate any such cost increases could occur. Any such cost increase or event could adversely affect our results of operations or cash flows.
We cannot predict whether, or in what form, or at what rate any such cost increases could occur.
Some state and federal authorities have enacted, or are considering, new laws to make it harder to classify workers as independent contractors and easier for tax and other authorities to reclassify independent contractors as employees. On January 9, 2024, the DOL released its final rule addressing when employers can classify workers as independent contractors under federal labor law.
Some state and federal authorities have enacted, or are considering, new laws to make it harder to classify workers as independent contractors and easier for tax and other authorities to reclassify independent contractors as employees.
In particular, the defense of trucking accidents is challenging for a variety of reasons, one of which is the recent rise in “nuclear verdicts” - excessive jury awards that surpass what would generally be regarded as reasonable or rational compensation for the injuries or damages suffered, social inflation, societal perceptions of the trucking industry, and ultimately, litigation financing, where third parties are financing litigation in return for a share of settlement proceeds or awarded damages.
In particular, the defense of trucking accidents is challenging for a variety of reasons, one of which is the recent rise in the industry of nuclear verdicts which typically involve excessive jury awards that surpass what would generally be regarded as reasonable or rational compensation for the injuries or damages suffered.
The short and long-term impacts of changes in legislation or regulations are difficult to predict and could materially and adversely affect our earnings and results of operations. The EPA and the NHTSA have begun taking coordinated steps in support of a new generation of clean vehicles and engines to reduce GHG emissions.
The short and long-term impacts of changes in legislation or regulations are difficult to predict and could materially and adversely affect our earnings and results of operations.
Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties. We are subject to various environmental laws and regulations dealing with emissions from our tractor fleet, the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water.
We are subject to various environmental laws and regulations dealing with emissions from our tractor fleet, the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination have occurred.
Such strategic investments naturally entail risks and uncertainties, some of which are beyond our control. For example, we may not be able to derive value from strategic 11 Table of Contents investments, or we may incur higher than expected costs in realizing a return on such investments or overestimate the benefits that we receive or realize from such investments.
Refer to Note 5, Investments , to our consolidated financial statements for information on our strategic investments. In addition, we may not be able to derive value from strategic investments, or we may incur higher than expected costs in realizing a return on such investments or overestimate the benefits that we receive or realize from such investments.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Borrowings under our Receivables Purchase Agreement and our revolving credit facility are at variable rates of interest and expose us to interest rate risk.
Borrowings under our Receivables Purchase Agreement, revolving credit facility, and delayed-draw term loan facility are at variable interest rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on variable rate indebtedness will increase even though the amount borrowed remains the same.
In this case, we would be required under GAAP to record a noncash charge to our earnings which could have a material adverse effect on our business, results of operations, and financial condition. 12 Table of Contents We have significant ongoing capital requirements that could affect our profitability if we either fail or are unable to match the timing of our capital investments with customer demand, or we are otherwise unable to generate sufficient returns on our invested capital.
We have significant ongoing capital requirements that could affect our profitability if we either fail or are unable to match the timing of our capital investments with customer demand, or we are otherwise unable to generate sufficient returns on our invested capital.
The new rule replaces the existing standard that was enacted under the Trump Administration. The rule, set to take effect March 11, 2024, directs employers to consider six criteria and employ a “totality of the circumstances” analysis to determine whether a worker is an employee or a contractor, without predetermining whether one criteria outweighs the other.
Under current DOL regulations, employers must consider six criteria and employ a “totality of the circumstances” analysis to determine whether a worker is an employee or a contractor, without predetermining whether one criterion outweighs the other.
Refer to Item 1. Business , for additional details on the ACT and ACF Regulations, the SEC Climate Disclosure Rule, California SB 253 and SB 261, and the VCMDA. General Risk Factors We rely significantly on our information technology systems, a disruption, failure, or security breach of which could have a material adverse effect on our business.
General Risk Factors We rely significantly on our information technology systems, a disruption, failure, or security breach of which could have a material adverse effect on our business.
We believe that the final rule, as compared with its Trump Administration predecessor, is a less predictable framework that increases the likelihood of an employee determination and could dramatically limit the circumstances under which we may classify our current independent contractor owner-operators as independent contractors under FLSA.
Although current DOL regulations increase the likelihood of an employee determination and, could dramatically limit the circumstances under which we may classify our current independent contractor owner-operators as independent contractors under FLSA, the DOL under the incoming Trump administration recently requested a pause in oral arguments regarding the current Independent Contractor Rule which may indicate that the new administration may not defend the rule.
When shortages of owner-operators occur, we may have to increase settlement rates paid to them and increase company driver pay rates to attract and retain a sufficient number of drivers.
When shortages of owner-operators occur, we may have to increase settlement rates paid to them and increase company driver pay rates to attract and retain a sufficient number of drivers. These increases could negatively affect our results of operations to the extent that we would be unable to obtain corresponding freight rate increases. We face risks associated with unionization.
Finally, our existing competitors, as well as new market entrants, have and continue to introduce new brokerage platforms or technologies, which has increased competition.
Some of our customers have used or expanded their own private fleets rather than outsource loads to us, and others may do so in the future. Finally, our existing competitors, as well as new market entrants, have and continue to introduce new brokerage platforms or technologies, which has increased competition.
While we have had agreements with all of the Class I railroads, our primary contracts for railroad transportation in support of our intermodal operations are currently with CSX Transportation, the Union Pacific Railroad Company, and the Canadian Pacific Kansas City Railroad.
While we have had agreements with all of the Class I railroads, our primary contracts for railroad transportation in support of our intermodal operations are currently with CSX Transportation, the UP, and the CPKC. In certain areas of the U.S., rail service is limited to a few railroads, or even a single railroad due to the lack of competition.
An increase in costs to implement these initiatives without a corresponding increase in price to the customer could adversely affect our results of operations and financial condition. In 2023, California also passed three climate reporting laws, which apply to companies that do business in California, which require such companies to make mandated climate-related disclosures, SB 253 and SB 261.
An increase 17 Table of Contents in costs to implement these initiatives without a corresponding increase in price to the customer could adversely affect our results of operations and financial condition. Refer to Item 1. Business , for additional details on the ACT Regulations, the SEC Climate Disclosure Rule, California SB 253 and SB 261, and the VCMDA.
If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same. Our net income and cash flows, including our cash available for servicing our indebtedness, will correspondingly decrease.
Our net income and cash flows, including our cash available for servicing our indebtedness, will correspondingly decrease.
Should any of those events occur, the Company would face fines and disciplinary actions by the SEC and the Company’s share price could be negatively impacted. At the state level, the CARB has adopted new regulations that would mandate the transition of commercial trucking operations in California to ZEVs over time.
Should any of those events occur, the Company could face fines and penalties from the SEC and other states and the Company’s share price could be negatively impacted. At the state level, CARB has withdrawn its request for an EPA waiver to enforce its ACF rule.
The market valuation of our strategic investments may experience substantial price volatility which, when accounted for under GAAP, could have a material adverse effect on the Company’s financial condition and results of operations. Refer to Note 5, Investments , to our consolidated financial statements for information on our strategic investments.
Such strategic investments naturally entail risks and uncertainties, some of which are beyond our control and, as a result, the market valuation of any of our strategic investments may experience substantial price volatility which, when accounted for under GAAP, in any given period, could adversely impact the Company’s results of operations.
We cannot predict future economic conditions, fuel price fluctuations, transportation equipment resale values, or how consumer confidence could be affected by such conditions.
We cannot predict future economic conditions, whether proposed or threatened tariffs will be enacted, or how consumer demand, purchasing cycles, or our input costs could be affected by such conditions.
Economic conditions that decrease shipping demand, including but not limited to public health crises, outbreaks of infectious diseases, or excess capacity in the North American transportation and logistics industry, can exert 8 Table of Contents downward pressure on rates and equipment utilization.
Economic conditions, tariffs, or other issues that decrease shipping demand can exert downward pressure on rates and equipment utilization or increase the cost of our equipment, fuel, and other operating costs.
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Regarding our operating costs, inflationary pressures persist but are generally expected to decline or stabilize in the U.S. in the near-term due to the stabilization of the recent imbalance between supply and demand for goods and services in the economy.
Added
Announced import tariffs on certain imported goods by the Trump administration have led to the threat or imposition of reciprocal tariffs by several foreign governments on certain goods imported from the U.S. The imposition of additional tariffs or quotas or changes to certain trade agreements, could, among other things, negatively impact customer demand or increase our operating costs.
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Some of our customers have, and others may in the future, used or expanded their own private fleets rather than outsource loads to us. Further, our industry has experienced market entrance by well-resourced, non-traditional firms or startups who, in some cases, have undercut market prices to capture market share.
Added
Likewise, if diesel fuel prices decrease significantly, the results of our intermodal operations could be adversely affected as shippers shift intermodal freight to over-the-road trucking.
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These increases could negatively affect our results of operations to the extent that we would be unable to obtain corresponding freight rate increases. 9 Table of Contents We recently completed the deployment of a new ERP system, and challenges with the system may adversely impact our business and operations.
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For example, the ILA went on strike for three days in October 2024 following disputes with the USMX regarding pay and job security in connection with the negotiation of a new master contract. The strike ended when ILA and USMX agreed to a short-term extension of their existing master contract.
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In May 2023, we began the implementation of a new ERP system, which was completed in December, to support and streamline our core financial systems. This implementation required the integration of the new system with multiple new and existing information systems and business processes.
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In January 2025, the ILA again threatened to strike when the previous master contract extension expired on January 15, 2025, although this strike was avoided when the ILA and USMX agreed to a new six-year master contract. There can be no guarantee that work stoppages or further disruptions at the west or east coast ports will not occur.
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The new ERP system is designed to increase the efficiency and accuracy of data by streamlining data sources, simplifying complex processes, and reducing manual processes.
Added
Our strategic investments in technology companies and strategic partners are inherently risky, and the valuation of these investments is subject to volatility which could result in a significant charge to earnings.
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Any remaining open disruptions, deficiencies, or other problems associated with the implementation of our ERP system, such as quality issues, programming errors, or any cost increases could adversely affect our ability to operate our business, produce timely and accurate financial statements, or comply with applicable regulations.
Added
We may be unsuccessful in realizing all or any part of the anticipated benefits of any recent or future acquisitions within the expected time period or at all. The cost, integration, and performance of any such acquisition may adversely affect our business, results of operations, financial condition, and cash flows.
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This could result in negative impacts on our business, operations, and stock price or could subject us to potential liability or investigation by regulatory authorities. Additionally, the new ERP system involves greater utilization of third-party cloud computing services in connection with our business operations.
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As part of our strategy to grow and expand our service offerings and create shareholder value, we have actively been engaged in identifying acquisition targets which meet our acquisition criteria and recently consummated several acquisitions in this regard.
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Problems faced by us or our third-party providers, including technological or business-related disruptions and cybersecurity threats, could adversely impact our business, results of operations, and financial condition for future periods.
Added
We may be unable to generate sufficient revenue or earnings from these acquisitions, or any future acquired business, to offset our acquisition or investment costs, and the acquired business may otherwise fail to meet our operational or strategic expectations.
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Any failures identified within our internal controls as a result of this implementation, even if quickly remediated, or remaining difficulties encountered, may adversely impact our operating results or hinder our ability to report our financial results in a timely and accurate basis. We face risks associated with unionization.
Added
Difficulties encountered in integrating acquired operations could prevent us from realizing the full anticipated benefits, within the anticipated timeframe, and could adversely impact our business, results of operations, and financial condition.
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Moreover, any labor disputes or work stoppages, whether or not our other associates unionize, could disrupt our operations and reduce our revenues. A subset of our employee population works remotely which may exacerbate the cybersecurity risks to our business, including an increased demand for information technology resources, increased risk of phishing, and other cybersecurity attacks.
Added
The possible risks involved in recent or future acquisitions include, among others: • difficulties integrating operations of the companies, including the integration of the workforces, while continuing to provide consistent, high-quality service to customers; • unanticipated issues in the assimilation and consolidation of information technology, communications, and other systems, including additional systems training and other labor inefficiencies; • potentially unfavorable pre-existing contractual relationships; • delays in consolidation of corporate and administrative infrastructures; • inability to apply and maintain our internal controls and compliance with regulatory requirements; • other unanticipated issues, expenses, and liabilities, including previously unknown liabilities associated with the acquired business for which we have no, or are unable to secure, recourse under applicable indemnification or insurance provisions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur information security team, working in partnership with relevant cybersecurity and technology experts, analyzes identified threats to determine the likelihood of the actualization of a threat and the potential business impacts, including evaluating the potential for data loss, data corruption, disruption to business operations, and financial impact. • Risk evaluation.
Biggest changeOur information security team, working in partnership with our MSSP, monitors our information systems to identify malicious and anomalous activity, uncover potential cybersecurity threats, and assess risks to information systems. • Risk analysis – Our information security team, working in partnership with relevant cybersecurity and technology experts, analyzes identified threats to determine the likelihood of the actualization of a threat and the potential business impacts, including evaluating the potential for data loss, data corruption, disruption to business operations, and financial impact. • Risk evaluation – Identified risks are evaluated to determine whether gaps in our controls or risk mitigation strategies exist that could result in material risk to the Company.
We are exposed to such risks both through direct attacks on our own information systems and, indirectly, as a result of our engagement of third-party service providers, software vendors, and independent contractors, such as cloud computing providers.
We and our subsidiaries are each exposed to such risks both through direct attacks on our own information systems and, indirectly, as a result of our engagement of third-party service providers, software vendors, and independent contractors, such as cloud computing providers.
Our cyber risk management methodology is comprised of the following core tasks: • Risk identification . Our internal information security team works with a MSSP and other external security partners to identify existing and new threats to our information systems.
Our cyber risk management methodology is comprised of the following core tasks: • Risk identification – Our internal information security team works with an MSSP and other external security partners to identify existing and new threats to our information systems.
ITEM 1C. CYBERSECURITY Risk Management and Strategy As a large, multinational transportation and logistics company, we face a range of risks from cybersecurity threats in connection with our operations due to our inherent dependence on interconnected advanced information systems, software, and digital technologies to operate safely, efficiently, and effectively.
ITEM 1C. CYBERSECURITY Risk Management and Strategy As a large, multinational transportation and logistics company, we and our subsidiaries each face a range of risks from cybersecurity threats in connection with our operations due to our inherent dependence on information systems, software, and digital technologies to operate safely, efficiently, and effectively.
As part of our ERM program, our senior executive team has delegated the initial identification and assessment of the Company’s leading risks to an ERC which is comprised of executives from various operating segments and functional departments across the Company, inclusive of information security.
As part of our ERM program, our senior executive team collaborates with the ERC, which is comprised of executives from various operating segments and functional departments across the Company, in the initial identification and assessment of the Company’s leading risks to an ERC, inclusive of information security.
Governance Board Oversight of Risks from Cybersecurity Threats Our Board believes that evaluating management’s oversight, administration, and governance of the risks confronting the Company, including risks related to cybersecurity, is one of its most important areas of oversight.
Risk Factors” of this Annual Report on Form 10-K. Governance Board Oversight of Risks from Cybersecurity Threats Our Board believes that evaluating management’s oversight, administration, and governance of the risks confronting the Company, including risks related to cybersecurity, is one of its most important areas of oversight.
Although both we, and the third parties who provide services to us, commit resources to the design, implementation, monitoring, and protection of the information systems we own or use, there is no guarantee that either our or those third parties’ cybersecurity measures will effectively manage the multitude of cyber risks to which we are exposed.
Although both we, and the third parties who provide services to us, commit resources to the design, implementation, monitoring, and protection of the information systems we own or use, there is no guarantee that either our or those third parties’ cybersecurity measures will effectively manage the multitude of cyber risks to which we are exposed. 20 Table of Contents For more information regarding the risks from cybersecurity threats that may impact our business strategy, results of operations, or financial condition, see Part I, “Item 1A.
Our senior executive team, which includes our CITO, using input from our information security team and our broader information technology (or IT) department, develop and approve budgets, strategies, technology roadmaps and programs which are designed to effectively manage our cyber risks, safeguard our information resources, and reduce the likelihood or impact of cybersecurity incidents.
If it is determined that our existing processes, strategies, or technology may be insufficient to effectively mitigate or manage an identified risk, it is escalated to our CITO and SDIS to assess and implement potential responsive or corrective actions in our processes, strategies, or technology to address the risk. • Risk mitigation – Our senior executive team, which includes our CITO, using input from our information security team and our broader information technology (or IT) department, develop and approve budgets, strategies, technology roadmaps and programs which are designed to effectively manage our cyber risks, safeguard our information resources, and reduce the likelihood or impact of cybersecurity incidents.
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Our information security team, working in partnership with our MSSP, monitors our information systems to identify malicious and anomalous activity, uncover potential cybersecurity threats, and assess risks to information systems. 20 Table of Contents • Risk analysis.
Removed
Identified risks are evaluated to determine whether gaps in our controls or risk mitigation strategies exist that could result in material risk to the Company.
Removed
If it is determined that our existing processes, strategies, or technology may be insufficient to effectively mitigate or manage an identified risk, it is escalated to our CITO and SDIS to assess and implement potential responsive or corrective actions in our processes, strategies, or technology to address the risk. • Risk mitigation.
Removed
For more information regarding the risks from cybersecurity threats that may impact our business strategy, results of operations, or financial condition, see Part I, “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFacility Capabilities Location Owned or Leased Segment Customer Service Operations Fuel Maintenance Alexander, AR Owned Truckload X X X Atlanta, GA Owned Truckload X X X Boaz, AL Owned Truckload X X X Carlisle/Harrisburg, PA Leased Truckload X X X X Celina, OH Leased Truckload X X Charlotte, NC Owned Truckload X X X X Chicago, IL Leased Logistics X X Chicago, IL (four locations) Leased Intermodal X X Dallas/Wilmer, TX Owned Truckload X X X Dallas, TX Leased Logistics X X Des Moines, IA Leased Truckload X Edwardsville, IL Owned Truckload X X X X Gary, IN Owned Truckload X X X X Green Bay, WI Owned Truckload X Green Bay, WI (two facilities) Owned Other X X Houston, TX Leased Truckload X X X Houston, TX Leased Truckload X X Indianapolis, IN Owned Truckload X X X Joliet, IL Leased Intermodal X Laredo, TX Leased Truckload X X X X Lima, OH Leased Truckload X X X Lincoln, AL Owned Truckload X X X London, KY Owned Truckload X X X Marysville, OH Owned Truckload X X X X Mexico City, Mexico Leased Multiple X X New Castle, IN Owned Truckload X X X Obetz, OH Leased Truckload X X X Phoenix, AZ Owned Truckload X X X Portland, OR Owned Truckload X X X Putnam, CT (two locations) Leased Truckload X X X X Rainbow City, AL Owned Truckload X X X Reserve, LA Leased Truckload X X Salt Lake City, UT Leased Truckload X X X San Antonio, TX Leased Truckload X X X San Bernardino, CA Leased Intermodal X Shrewsbury, MA Leased Truckload X X X Upton, KY Owned Truckload X X X West Memphis, AR Owned Truckload X X X X Woodhaven, MI Leased Truckload X X X 22 Table of Contents
Biggest changeFacility Capabilities Location Owned or Leased Segment Customer Service Operations Fuel Maintenance Alexander, AR Owned Truckload X X X Atlanta, GA Owned Truckload X X X Boaz, AL Owned Truckload X X X Baltimore, MD (two locations) Owned Truckload X X X X Baltimore, MD Leased Truckload X X Burlington, NJ Leased Truckload X X X Carlisle/Harrisburg, PA Leased Truckload X X X X Celina, OH Leased Truckload X X Charlotte, NC Owned Truckload X X X X Chicago, IL Leased Logistics X X Chicago, IL (three locations) Leased Intermodal X X Dallas/Wilmer, TX Owned Truckload X X X Dallas, TX Leased Logistics X X Des Moines, IA Leased Truckload X Edwardsville, IL Owned Truckload X X X X Gary, IN Owned Truckload X X X X Green Bay, WI Owned Truckload X X Green Bay, WI (two facilities) Owned Other X X Houston, TX Leased Truckload X X X Houston, TX Leased Truckload X Indianapolis, IN Owned Truckload X X X Jacksonville, FL Owned Truckload X X X Joliet, IL Leased Intermodal X Laredo, TX Leased Truckload X X X X Lima, OH Leased Truckload X X X Lincoln, AL Owned Truckload X X X London, KY Owned Truckload X X X Marysville, OH Owned Truckload X X X X Mechanicsburg, PA Owned Truckload X X X Mexico City, Mexico Leased Multiple X X New Castle, IN Owned Truckload X X X Obetz, OH Leased Truckload X X X Phoenix, AZ Owned Truckload X X X Portland, OR Owned Truckload X X X Rainbow City, AL Owned Truckload X X X Reserve, LA Leased Truckload X X Salt Lake City, UT Leased Truckload X X X San Antonio, TX Leased Truckload X X X San Bernardino, CA Leased Intermodal X Shrewsbury, MA Leased Truckload X X X Upton, KY Owned Truckload X X X West Memphis, AR Owned Truckload X X X X Woodhaven, MI Leased Truckload X X X 22 Table of Contents
The following table provides a list of 44 properties that are central to our transportation network and indicates the functional capability at each site as of December 31, 2023. Approximately half of the properties are owned and the remainder are leased.
The following table provides a list of 47 properties that are central to our transportation network and indicates the functional capability at each site as of December 31, 2024. Approximately half of the properties are owned and the remainder are leased.
ITEM 2. PROPERTIES As of December 31, 2023, we owned or leased approximately 240 properties across 40 states and Mexico. Our expansive network includes approximately 56 operating centers, 7 distribution warehouses, 14 offices, and over 150 drop yards. In addition, we physically operate at several customer locations.
ITEM 2. PROPERTIES As of December 31, 2024, we owned or leased approximately 280 properties across 40 states and Mexico. Our expansive network includes approximately 61 operating centers, 7 distribution warehouses, 20 offices, and over 180 drop yards, and we physically operate at several customer locations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeBased on present knowledge of the facts, and in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations, or liquidity.
Biggest changeBased on present knowledge of the facts, and in certain cases, opinions of outside counsel and available liability insurance, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations, or liquidity.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information regarding the purchases of our equity securities made by or on behalf of us or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three months ended December 31, 2023.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The Company did not repurchase any equity securities during the three months ended December 31, 2024.
Robinson Worldwide, Landstar System, Inc., Werner Enterprises, Inc., Expeditors International of Washington, Inc., Old Dominion Freight Line, Inc., XPO Logistics, Hub Group, Inc., Kirby Corporation, and Saia. There were no changes to the peer group used to make 2022 or 2023 compensation decisions.
Robinson Worldwide, Landstar System, Inc., Werner Enterprises, Inc., Expeditors International of Washington, Inc., Old Dominion Freight Line, Inc., XPO Logistics, Hub Group, Inc., Kirby Corporation, and Saia. There were no changes to the peer group used to make 2022, 2023, or 2024 compensation decisions.
The declaration and amount of any future dividends is subject to the discretion of our Board and will depend on our financial condition, earnings, legal requirements, certain debt agreements we are then party to, and other factors our Board deems relevant and, therefore, is not assured.
The declaration and amount of any future dividends is subject to the discretion of our Board and will depend on our financial condition, earnings, capital requirements, legal requirements, certain debt agreements we are then party to, and other factors our Board deems relevant and, therefore, is not assured.
The comparison assumes $100 was invested on December 31, 2018 in our Class B common stock and in each of the foregoing indices and peer group and assumes reinvestment of dividends.
The comparison assumes $100 was invested on December 31, 2019 in our Class B common stock and in each of the foregoing indices and peer group and assumes reinvestment of dividends.
The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from December 31, 2018 through December 31, 2023.
The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from December 31, 2019 through December 31, 2024.
There is no public trading market for our Class A common stock. Holders of Record As of February 20, 2024, there was one holder of record of our Class A common stock, the Voting Trust, and 28 holders of record of our Class B common stock.
There is no public trading market for our Class A common stock. Holders of Record As of February 19, 2025, there was one holder of record of our Class A common stock, the Voting Trust, and 28 holders of record of our Class B common stock.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Schneider National, Inc. $ 100.00 $ 118.19 $ 124.31 $ 163.50 $ 144.07 $ 158.80 S&P 500 - Total Returns 100.00 131.49 155.68 200.37 164.08 207.21 Dow Jones Transportation 100.00 120.83 140.80 187.56 154.62 186.46 Peer Group 100.00 126.47 160.50 252.04 205.92 273.29
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Schneider National, Inc. $ 100.00 $ 105.18 $ 138.33 $ 121.90 $ 134.36 $ 156.87 S&P 500 - Total Returns 100.00 118.40 152.39 124.79 157.59 197.02 Dow Jones Transportation 100.00 116.52 155.22 127.96 154.31 156.71 Peer Group 100.00 126.90 199.29 162.82 216.08 209.31
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Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (in millions) October 1, 2023 - October 31, 2023 225,821 $ 26.82 225,821 $ 93.4 November 1, 2023 - November 30, 2023 242,230 22.83 242,230 87.8 December 1, 2023 - December 31, 2023 167,742 24.26 167,742 83.8 Total 635,793 635,793 (1) On February 1, 2023, the Company announced that the Board approved a share repurchase program under which the Company is authorized to repurchase up to $150.0 million of its Class A and/or Class B common shares over the next three years.
Removed
The program does not obligate the Company to repurchase a minimum number of shares and is intended to help offset the dilutive effect of equity grants to employees over time. Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions. As of December 31, 2023, the Company had $83.8 million remaining available for repurchase.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSee Note 1, Summary of Significant Accounting Policies, for additional details. 29 Table of Contents Adjusted operating ratio Year Ended December 31, (in millions, except ratios) 2023 2022 Total operating expenses $ 5,202.5 $ 6,004.0 Divide by: Operating revenues 5,498.9 6,604.4 Operating ratio 94.6 % 90.9 % Total operating expenses $ 5,202.5 $ 6,004.0 Adjusted for: Fuel surcharge revenues (684.3) (862.5) Litigation and audit assessments (2.9) (62.2) Acquisition-related costs (0.9) (0.3) Property gain—net — 50.9 Amortization of intangible assets (2.7) — Sale of business — (5.0) Adjusted total operating expenses $ 4,511.7 $ 5,124.9 Operating revenues $ 5,498.9 $ 6,604.4 Less: Fuel surcharge revenues 684.3 862.5 Revenues (excluding fuel surcharge) $ 4,814.6 $ 5,741.9 Adjusted operating ratio 93.7 % 89.3 % Adjusted net income Year Ended December 31, (in millions) 2023 2022 Net income $ 238.5 $ 457.8 Litigation and audit assessments 2.9 62.2 Acquisition-related costs 0.9 0.3 Property gain—net — (50.9) Amortization of intangible assets 2.7 — Sale of business — 5.0 Income tax effect of non-GAAP adjustments (1) (1.6) (2.9) Adjusted net income $ 243.4 $ 471.5 (1) Our estimated tax rate on non-GAAP items is determined annually using the applicable consolidated federal and state effective tax rate, modified to remove the impact of tax credits and adjustments that are not applicable to the specific items.
Biggest changeAdjusted net income Year Ended December 31, (in millions) 2024 2023 Net income $ 117.0 $ 238.5 Litigation and audit assessments — 2.9 Acquisition-related costs 2.0 0.9 Amortization of intangible assets 5.0 2.7 Income tax effect of non-GAAP adjustments (1) (1.7) (1.6) Adjusted net income $ 122.3 $ 243.4 (1) Our estimated tax rate on non-GAAP items is determined annually using the applicable consolidated federal and state effective tax rate, modified to remove the impact of tax credits and adjustments that are not applicable to the specific items.
Goodwill To expand our business offerings, we have, on occasion, acquired other companies. In a business combination, the consideration is first assigned to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill.
Goodwill To expand our business offerings, we have, acquired other companies. In a business combination, the consideration is first assigned to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill.
As an industry leader with both a respected “safety first and always” culture and underlying core value, we believe that we will continue to be the employer of choice for both driving and non-driving associates. 27 Table of Contents RESULTS OF OPERATIONS A discussion regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 is presented below.
As an industry leader with both a respected “safety first and always” culture and underlying core value, we believe that we will continue to be the employer of choice for both driving and non-driving associates. 27 Table of Contents RESULTS OF OPERATIONS A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 is presented below.
See Note 13, Commitments and Contingencies , for more information. 34 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service requirements. Additionally, we may use cash for acquisitions and other investing and financing activities.
See Note 13, Commitments and Contingencies , for more information. 35 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service requirements. Additionally, we may use cash for acquisitions and other investing and financing activities.
Non-compete agreements were recorded based on amounts paid at closing. Assumptions used in the intangible valuations include forecasted revenue growth rates, future cash flows, useful lives of intangible assets acquired, and our cost of capital. 38 Table of Contents
Non-compete agreements were recorded based on amounts paid at closing. Assumptions used in the intangible valuations include forecasted revenue growth rates, future cash flows, useful lives of intangible assets acquired, and our cost of capital. 39 Table of Contents
Off-Balance Sheet Arrangements As of December 31, 2023, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Off-Balance Sheet Arrangements As of December 31, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
We believe our integrated technology platform will enable us to experience certain benefits of complete end-to-end control, including increased pick-up and delivery predictability, better visibility, and the ability to source and retain capacity. Freight brokerage, which is a significant part of our Logistics segment, is a business that is expected to be a driver of continued growth.
We believe our integrated technology platform will enable us to experience certain benefits of complete end-to-end control, including increased pick-up and delivery predictability, better visibility, and the ability to source and retain capacity. 26 Table of Contents Freight brokerage, which is a significant part of our Logistics segment, is a business that is expected to be a driver of continued growth.
A discussion regarding our financial condition and results of operations for fiscal 2022 compared to fiscal 2021 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 17, 2023 and is available on the SEC’s website, www.sec.gov, as well as the “Investors” section of our website at www.schneider.com.
A discussion regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 23, 2024 and is available on the SEC’s website, www.sec.gov, as well as the “Investors” section of our website at www.schneider.com.
Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount rate applied to the cash flows.
Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount 38 Table of Contents rate applied to the cash flows.
Excluded items for the periods shown are explained below under our explanation of “adjusted income from operations.” (4) We define “adjusted net income” as net income, adjusted to exclude material items that do not reflect our core operating performance. Included below is a reconciliation of net income, which is the most directly comparable GAAP measure, to adjusted net income.
Included below is a reconciliation of operating ratio, which is the most directly comparable GAAP measure, to adjusted operating ratio. Excluded expenses for the periods shown are explained below under our explanation of “adjusted income from operations.” (5) We define “adjusted net income” as net income, adjusted to exclude material items that do not reflect our core operating performance.
If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded equal to that excess. 37 Table of Contents Significant judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows.
If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded equal to that excess. Significant judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows.
Create a differentiated driver and associate experience that enables us to attract and retain top talent at all levels Our people are our strongest assets, and we believe they are key to growing our customer base and driving our performance. Our goal is to be the employer of choice; attract, develop, engage, and retain the best talent in the industry.
Create differentiated driver and associate experiences that enable us to attract and retain top talent at all levels Our people are our strongest assets, and we believe they are key to growing our customer base and driving our performance. Our goal is to be the employer of choice; attract, develop, engage, and retain the best talent in the industry.
Assumptions used in impairment evaluations, such as forecasted growth rates and our cost of capital, are based on the best available market information and are consistent with our internal forecasts and operating plans. These assumptions could be adversely impacted by certain risks discussed earlier in this document. The Company acquired M&M in 2023 and deBoer in 2022.
Assumptions used in impairment evaluations, such as forecasted growth rates and our cost of capital, are based on the best available market information and are consistent with our internal forecasts and operating plans. These assumptions could be adversely impacted by certain risks discussed earlier in this document.
We currently anticipate 2024 net capital expenditures to be $400.0 - $450.0 million.
We currently anticipate 2025 net capital expenditures to be $400.0 - $450.0 million.
In addition, we have a $250.0 million revolving credit facility maturing in November 2027 and a $150.0 million receivables purchase agreement maturing in July 2024, for which our combined available capacity as of December 31, 2023 was $213.2 million. Our revolving credit facility also allows us to request an additional increase in total commitment by up to $150.0 million.
In addition, we have a $250.0 million revolving credit facility maturing in November 2027 and a $200.0 million receivables purchase agreement maturing in May 2027, for which our combined available capacity as of December 31, 2024 was $281.8 million. Our revolving credit facility allows us to request an additional increase in total commitment by up to $150.0 million.
Refer to Note 6, Goodwill and Other Intangible Assets , for additional details. As we finalized our purchase accounting adjustments related to intangible assets, and to better reflect our ongoing operations, we made the decision to exclude the related amortization expense from non-GAAP income beginning in the fourth quarter of 2023.
As we finalized our purchase accounting adjustments related to intangible assets, and to better reflect our ongoing operations, we made the decision to exclude the related amortization expense from non-GAAP income beginning in the fourth quarter of 2023.
Goodwill is not amortized but is assessed for impairment at least annually and more frequently if a triggering event indicates that impairment may exist. Our goodwill balance at December 31, 2023 and 2022 was $331.7 million and $228.2 million, respectively.
Goodwill is not amortized but is assessed for impairment at least annually and more frequently if a triggering event indicates that impairment may exist. Our goodwill balance as of December 31, 2024 and 2023 was $377.9 million and $331.7 million, respectively.
Contractual Obligations As of December 31, 2023, we had contractual obligations related to our long-term debt, inclusive of our credit and receivables purchase agreement, of $290.0 million and $20.8 million for principal borrowings and interest, respectively, which become due through 2027. See Note 7, Debt and Credit Facilities , for additional information regarding our debt obligations.
Contractual Obligations As of December 31, 2024, we had contractual obligations related to our long-term debt, inclusive of our credit and receivables purchase agreement, of $515.0 million and $101.4 million for principal borrowings and interest, respectively, which become due through 2029. See Note 7, Debt and Credit Facilities , for additional information regarding our debt obligations.
Year Ended December 31, 2023 2022 Operating ratio (1) 96.7 % 92.8 % (1) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. Logistics revenues (excluding fuel surcharge) decreased $562.5 million, approximately 29%, in the year ended December 31, 2023 compared to 2022.
Year Ended December 31, 2024 2023 Operating ratio (1) 97.4 % 96.7 % (1) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. Logistics revenues (excluding fuel surcharge) decreased $112.4 million, approximately 8%, for the year ended December 31, 2024 compared to 2023.
(7) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. T ruckload revenues (excluding fuel surcharge) decreased $80.9 million , approximately 4%, for the year ended December 31, 2023 compared to 2022.
(7) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. T ruckload revenues (excluding fuel surcharge) increased $15.0 million , approximately 1%, for the year ended December 31, 2024 compared to 2023.
We strive for a high-performance culture that seeks individuals who are passionate about our business and fit our culture, and that promotes diversity, equality, and inclusion through a collaborative environment. We value the direct relationship we have with our associates, and we intend to continue working together to provide professional growth and a quality work environment.
We strive for a high-performance culture that seeks individuals who are passionate about our business and commit to work together in an inclusive and collaborative environment. We value the direct relationship we have with our associates, and we intend to continue working together to provide professional growth opportunities and a quality work environment for all.
The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates, policy exhaustion, and claim type. We also maintain insurance to cover liabilities in excess of the self-insurance amounts to limit our exposure to catastrophic claim costs or damages. We are substantially self-insured for loss of and damage to our owned and leased equipment.
We also maintain insurance to cover liabilities in excess of the self-insurance amounts to limit our exposure to catastrophic claim costs or damages. We are substantially self-insured for loss of and damage to our owned and leased equipment.
In addition, in the case of revenues (excluding fuel surcharge), we believe the measure is useful to investors because it isolates volume, price, and cost changes directly related to industry demand and the way we operate our business from the external factor of fluctuating fuel prices and the programs we have in place to manage such fluctuations.
In addition, in the case of revenues (excluding fuel surcharge) and adjusted total operating expenses, net of fuel surcharge revenues, we believe these measures are useful to investors because they isolate volume, price, and cost changes directly related to industry demand and the way we operate our business from the external factor of fluctuating fuel prices and the programs we have in place to manage such fluctuations.
Management evaluates these estimates on an ongoing basis, using historical experience, consultation with third parties, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates.
Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent liabilities. Management evaluates these estimates on an ongoing basis, using historical experience, consultation with third parties, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates.
Year Ended December 31, 2023 2022 Orders (1) 415,095 453,218 Containers 26,991 28,035 Trucks (2) 1,485 1,588 Revenue per order (3) $ 2,530 $ 2,845 Operating ratio (4) 93.2 % 87.2 % (1) Based on delivered rail orders. (2) Includes company and owner-operator trucks at the end of the period.
Year Ended December 31, 2024 2023 Orders (1) 419,833 415,095 Containers 26,553 26,991 Trucks (2) 1,413 1,485 Revenue per order (3) $ 2,474 $ 2,530 Operating ratio (4) 94.8 % 93.2 % (1) Based on delivered rail orders. (2) Includes company and owner-operator trucks at the end of the period.
Year Ended December 31, Revenues by Segment (in millions) 2023 2022 Truckload $ 2,155.7 $ 2,236.6 Intermodal 1,050.7 1,287.4 Logistics 1,393.7 1,956.2 Other 333.4 364.0 Fuel surcharge 684.3 862.5 Inter-segment eliminations (118.9) (102.3) Operating revenues $ 5,498.9 $ 6,604.4 Year Ended December 31, Income (Loss) from Operations by Segment (in millions) 2023 2022 Truckload $ 170.7 $ 352.2 Intermodal 71.0 165.1 Logistics 45.9 141.2 Other 8.8 (58.1) Income from operations 296.4 600.4 Adjustments: Litigation and audit assessments 2.9 62.2 Acquisition-related costs 0.9 0.3 Property gain—net — (50.9) Amortization of intangible assets 2.7 — Sale of business — 5.0 Adjusted income from operations $ 302.9 $ 617.0 32 Table of Contents We monitor and analyze a number of KPIs in order to manage our business and evaluate our financial and operating performance.
Year Ended December 31, Revenues by Segment (in millions) 2024 2023 Truckload $ 2,170.7 $ 2,155.7 Intermodal 1,041.2 1,050.7 Logistics 1,281.3 1,393.7 Other 383.9 333.4 Fuel surcharge 576.2 684.3 Inter-segment eliminations (162.8) (118.9) Operating revenues $ 5,290.5 $ 5,498.9 Year Ended December 31, Income (Loss) from Operations by Segment (in millions) 2024 2023 Truckload $ 89.1 $ 170.7 Intermodal 54.5 71.0 Logistics 32.7 45.9 Other (11.1) 8.8 Income from operations 165.2 296.4 Adjustments: Litigation and audit assessments — 2.9 Acquisition-related costs 2.0 0.9 Amortization of intangible assets 5.0 2.7 Adjusted income from operations $ 172.2 $ 302.9 33 Table of Contents We monitor and analyze a number of KPIs in order to manage our business and evaluate our financial and operating performance.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the same period in 2022.
Adjusted income from operations decreased $130.7 million, approximately 43%. Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the same period in 2023.
The estimates discussed below include the financial statement elements that are either the most judgmental or involve the selection or application of alternative accounting policies and are material to our consolidated financial statements.
The estimates discussed below include the financial statement elements that are either the most judgmental or involve the selection or application of alternative accounting policies and are material to our consolidated financial statements. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board and with our independent registered public accounting firm.
(in millions) December 31, 2023 December 31, 2022 Cash and cash equivalents $ 102.4 $ 385.7 Marketable securities 57.2 45.9 Total cash, cash equivalents, and marketable securities $ 159.6 $ 431.6 Debt: Senior notes $ 185.0 $ 205.0 Receivables purchase agreement 60.0 — Credit agreement 45.0 — Finance leases 12.1 10.1 Total debt and finance lease obligations $ 302.1 $ 215.1 Debt At December 31, 2023, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes.
(in millions) December 31, 2024 December 31, 2023 Cash and cash equivalents $ 117.6 $ 102.4 Marketable securities 47.9 57.2 Total cash, cash equivalents, and marketable securities $ 165.5 $ 159.6 Debt: Senior notes $ 145.0 $ 185.0 Receivables purchase agreement 70.0 60.0 Credit agreement — 45.0 Delayed-draw term loan facility 300.0 — Finance leases 8.4 12.1 Total debt and finance lease obligations $ 523.4 $ 302.1 Debt On December 31, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes.
Year Ended December 31, 2023 2022 Dedicated Revenues (excluding fuel surcharge) (1) $ 1,272.0 $ 1,190.4 Average trucks (2) (3) 6,233 5,915 Revenue per truck per week (4) $ 4,011 $ 3,948 Network Revenues (excluding fuel surcharge) (1) $ 884.5 $ 1,045.1 Average trucks (2) (3) 4,374 4,534 Revenue per truck per week (4) $ 3,974 $ 4,522 Total Truckload Revenues (excluding fuel surcharge) (5) $ 2,155.7 $ 2,236.6 Average trucks (2) (3) 10,607 10,449 Revenue per truck per week (4) $ 3,996 $ 4,197 Average company trucks (3) 8,695 8,438 Average owner-operator trucks (3) 1,912 2,011 Trailers (6) 47,460 43,950 Operating ratio (7) 92.1 % 84.3 % (1) Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
Year Ended December 31, 2024 2023 Dedicated Revenues (excluding fuel surcharge) (1) $ 1,410.6 $ 1,272.0 Average trucks (2) (3) 6,829 6,233 Revenue per truck per week (4) $ 4,041 $ 4,011 Network Revenues (excluding fuel surcharge) (1) $ 760.3 $ 884.5 Average trucks (2) (3) 3,926 4,374 Revenue per truck per week (4) $ 3,788 $ 3,974 Total Truckload Revenues (excluding fuel surcharge) (5) $ 2,170.7 $ 2,155.7 Average trucks (2) (3) 10,755 10,607 Revenue per truck per week (4) $ 3,948 $ 3,996 Average company trucks (3) 9,244 8,695 Average owner-operator trucks (3) 1,511 1,912 Trailers (6) 54,459 47,460 Operating ratio (7) 95.9 % 92.1 % (1) Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve our customers’ varied transportation needs. Recent Developments Acquisitions On August 1, 2023, the Company completed the acquisition of M&M, a privately held truckload carrier based in West Bridgewater, Massachusetts. M&M is a dedicated carrier that complements our growing dedicated operations.
Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve our customers’ varied transportation needs. Recent Developments Acquisitions On December 2, 2024, the Company completed the acquisition of Cowan Systems, a privately held truckload carrier based in Baltimore, Maryland.
Year Ended December 31, (in millions) 2023 2022 Purchases of transportation equipment $ 660.1 $ 535.1 Purchases of other property and equipment 42.3 52.9 Proceeds from sale of property and equipment (128.6) (126.3) Net capital expenditures $ 573.8 $ 461.7 Net capital expenditures increased $112.1 million in 2023 compared to 2022.
Year Ended December 31, (in millions) 2024 2023 Purchases of transportation equipment $ 414.0 $ 660.1 Purchases of other property and equipment 65.1 42.3 Proceeds from sale of property and equipment (98.8) (128.6) Net capital expenditures $ 380.3 $ 573.8 Net capital expenditures decreased $193.5 million in 2024 compared to 2023.
The decrease was a result of a decrease in net income adjusted for various noncash charges and an increase in cash used for working capital.
The increase resulted from of an increase in cash provided by working capital, mostly offset by a decrease in net income adjusted for various noncash charges.
Enterprise Income from Operations and Operating Ratio Enterprise income from operations decreased $304.0 million, approximately 51%, in the year ended December 31, 2023 compared to 2022, primarily due to a decrease in net revenue per order in Logistics, revenue per order in Intermodal, and revenue per truck per week in our Truckload network business.
Enterprise Income from Operations and Operating Ratio Enterprise income from operations decreased $131.2 million, approximately 44%, for the year ended December 31, 2024 compared to 2023, primarily due to a decrease in net revenue per order in Logistics, rate per loaded mile and volume within Network, revenue per order in Intermodal, and volume declines within our brokerage business.
At December 31, 2023 and 2022, we had an accrual of $178.4 million and $164.9 million, respectively, for estimated claims net of reinsurance receivables. We have significant exposure to fluctuations in the number and severity of claims.
As of December 31, 2024 and 2023, we had net accruals of $236.6 million and $178.4 million, respectively, for estimated claims inclusive of $54.2 million and $3.5 million of reinsurance receivables. We have significant exposure to fluctuations in the number and severity of claims.
Enterprise Operating Expenses Key operating expense fluctuations are described below. • Purchased transportation decreased $718.4 million, or 25%, year over year, primarily resulting from decreased third-party carrier costs within Logistics due to lower purchased transportation costs per order and brokerage volumes, as well as lower rail purchased transportation resulting from a decrease in both rail cost per mile and orders in Intermodal.
Enterprise Operating Expenses Key operating expense fluctuations are described below. • Purchased transportation decreased $193.2 million, or 9%, year over year, primarily resulting from decreased third-party carrier costs within Logistics due to lower purchased transportation costs per order and brokerage volumes, as well as a decline in owner-operator purchased transportation costs from a reduction in owner-operator capacity within Truckload. • Salaries, wages, and benefits increased $50.6 million, or 4%, year over year.
M&M and deBoer impacts are included within dedicated operations beginning in the third quarters of 2023 and 2022, respectively.
Cowan Systems’ dedicated operations and M&M impacts are included in Dedicated beginning in the fourth quarter of 2024 and third quarter of 2023, respectively.
While we anticipate that our ongoing effective tax rate will be 24.0% - 25.0%, our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations. Revenues and Income (Loss) from Operations by Segment The following tables summarize revenues and income (loss) from operations by segment.
Our effective income tax rate was 23.1% for the year ended December 31, 2024 compared to 22.1% in 2023. While we anticipate that our ongoing effective tax rate will be 23.0% - 24.0%, our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.
Our reserves represent accruals for the estimated self-insured and reinsured portions of pending claims, including adverse development of known claims, as well as incurred but not reported claims.
The current claims litigation and settlement environment within the industry has resulted in increases in our insurance premiums and claims expense, as well as excess insurance carriers decreasing coverage. Our reserves represent accruals for the estimated self-insured and reinsured portions of pending claims, including adverse development of known claims, as well as incurred but not reported claims.
Year Ended December 31, (in millions, except ratios) 2023 2022 Operating revenues $ 5,498.9 $ 6,604.4 Revenues (excluding fuel surcharge) (1) 4,814.6 5,741.9 Income from operations 296.4 600.4 Adjusted income from operations (2) 302.9 617.0 Operating ratio 94.6 % 90.9 % Adjusted operating ratio (3) 93.7 % 89.3 % Net income $ 238.5 $ 457.8 Adjusted net income (4) 243.4 471.5 (1) We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level.
Year Ended December 31, (in millions, except ratios) 2024 2023 Operating revenues $ 5,290.5 $ 5,498.9 Revenues (excluding fuel surcharge) (1) 4,714.3 4,814.6 Income from operations 165.2 296.4 Adjusted income from operations (2) 172.2 302.9 Operating ratio 96.9 % 94.6 % Adjusted total operating expenses, net of fuel surcharge revenues (3) 4,542.1 4,511.7 Adjusted operating ratio (4) 96.3 % 93.7 % Net income $ 117.0 $ 238.5 Adjusted net income (5) 122.3 243.4 Adjusted EBITDA (6) 580.2 699.6 Cash flow from operations 686.1 680.0 Free cash flow (7) 305.8 106.2 28 Table of Contents (1) We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level.
Non-GAAP Financial Measures In this section of our report, we present the following non-GAAP financial measures: (1) revenues (excluding fuel surcharge), (2) adjusted income from operations, (3) adjusted operating ratio, and (4) adjusted net income. We also provide reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Non-GAAP Financial Measures In this section of our report, we present the following non-GAAP financial measures: (1) revenues (excluding fuel surcharge), (2) adjusted income from operations, (3) adjusted total operating expenses, net of fuel surcharge revenues, (4) adjusted operating ratio, (5) adjusted net income, (6) adjusted EBITDA, and (7) free cash flow.
We also have contractual obligations for finance and operating leases and purchase commitments related to agreements to purchase transportation equipment. See Note 8, Leases , and Note 13, Commitments and Contingencies , respectively, for additional information regarding our lease and purchase commitment obligations.
We also have contractual obligations for finance and operating leases and purchase commitments related to agreements to purchase transportation equipment.
Pre-tax equity investment net gains were $19.7 million and $13.7 million for 2023 and 2022, respectively. Adjusted net income decreased $228.1 million, approximately 48%. 30 Table of Contents Components of Enterprise Net Income Enterprise Revenues Enterprise operating revenues decreased $1,105.5 million, approximately 17%, in the year ended December 31, 2023 compared to 2022.
Pre-tax equity investment net gains were $2.3 million and $19.7 million for 2024 and 2023, respectively. Adjusted net income decreased $121.1 million, approximately 50%, for the same reasons discussed above. Components of Enterprise Net Income Enterprise Revenues Enterprise operating revenues decreased $208.4 million, approximately 4%, for the year ended December 31, 2024 compared to 2023.
Going forward, our goodwill impairment test will be performed at the Dedicated operating segment level. There were no triggering events identified from the date of our assessment through December 31, 2023 that would require an update to our annual impairment test.
There were no triggering events identified from the date of our assessment through December 31, 2024 that would require updates to our annual impairment test.
A significant portion of fuel costs are recovered through our fuel surcharge programs. • Depreciation and amortization increased $32.5 million, or 9%, year over year, mainly due to additional depreciation expense resulting from trailer growth within Truckload, inflationary unit cost increases for new equipment, a reduction in tractor age of fleet, and incremental depreciation and amortization expense related to the M&M acquisition. • Operating supplies and expenses—net increased $42.0 million, or 8%, year over year, driven by a $50.9 million net gain in 2022 related to the sale of the Company’s Canadian facility and higher cost of goods sold in our leasing business due to lease mix and an increase in lease activity in 2023.
A significant portion of fuel costs are recovered through our fuel surcharge programs. • Depreciation and amortization increased $31.2 million, or 8%, year over year, mainly due to additional depreciation expense resulting from trailer and tractor growth within Dedicated (inclusive of Cowan and M&M), ongoing impacts from the increased cost of equipment, and incremental depreciation and amortization expense related to the M&M and Cowan Systems acquisitions. • Operating supplies and expenses—net increased $60.5 million, or 11%, year over year, driven by higher cost of goods sold in our leasing business due to an increase in lease adds and a reduction in gains on equipment sales due to a decrease in average sales price per unit.
Total Other Expenses (Income) Total other income increased $6.1 million in the year ended December 31, 2023 compared to 2022, driven primarily by pre-tax net gains on our equity investments of $19.7 million in 2023 compared to $13.7 million in 2022 and an increase in interest income of $4.1 million due to higher interest rates.
Total Other Expenses (Income) Total other income decreased $22.7 million for the year ended December 31, 2024 compared to 2023, driven by pre-tax net gains on our equity investments of $2.3 million in 2024 compared to $19.7 million in 2023.
Year Ended December 31, (in millions) 2023 2022 Net cash provided by operating activities $ 680.0 $ 856.4 Net cash used in investing activities (907.6) (598.8) Net cash used in financing activities (55.7) (116.7) Operating Activities Net cash provided by operating activities decreased $176.4 million, approximately 21%, during 2023 compared to 2022.
Year Ended December 31, (in millions) 2024 2023 Net cash provided by operating activities $ 686.1 $ 680.0 Net cash used in investing activities (791.5) (907.6) Net cash provided by (used in) financing activities 120.6 (55.7) 36 Table of Contents Operating Activities Net cash provided by operating activities increased $6.1 million, approximately 1%, during 2024 compared to 2023.
These factors were partially offset by higher driver salaries, wages, and benefits as a result of the M&M acquisition and organic dedicated growth. • Fuel and fuel taxes for company trucks decreased $83.6 million, or 16%, year over year, driven by a decrease in cost per gallon, partially offset by an increase in company driver miles within Truckload.
Apart from the effects of the M&M and Cowan Systems acquisitions, salaries, wages, and benefits were comparable to the prior year as incentives and healthcare increases were partially offset by lower wages. • Fuel and fuel taxes for company trucks decreased $39.2 million, or 9%, year over year, driven by a decrease in cost per gallon, partially offset by an increase in company driver miles within Dedicated.
We had maximum borrowings under the facilities of $141.0 million during the year ended December 31, 2023. We anticipate that cash generated from operations, together with amounts available under our credit and receivables purchase agreement, will be sufficient to meet our requirements for the foreseeable future.
We anticipate that cash generated from operations, together with amounts available under our credit and receivables purchase agreements and delayed-draw term loan facility, will be sufficient to meet our requirements for the foreseeable future.
The primary claims arising for the Company consist of accident-related claims for personal injury, collision, and comprehensive compensation, in addition to workers’ compensation, property damage, cargo, and wage and benefit claims. We maintain self-insurance levels for these various areas of risk and have established reserves to cover self-insured liabilities.
Claims Accruals Reserves are established based on estimated or expected losses for claims. The primary claims arising for the Company consist of accident-related claims for personal injury, collision, and comprehensive compensation, in addition to workers’ compensation, property damage, cargo, and wage and benefit claims.
Brokerage serves as an asset-light innovation hub for Schneider, particularly in the areas of predictive analytics, process automation, and new customer relationship generation. 26 Table of Contents Improve our operations and margins by leveraging benefits from investments in technology and business transformation We continue to benefit from our technology and business transformation by improving the effectiveness with which we use data to increase revenue and lower costs.
Improve our operations and margins by leveraging benefits from investments in technology and business transformation We continue to benefit from our technology and business transformation by improving the effectiveness with which we use data to increase revenue and lower costs.
Factors contributing to the decrease were as follows: • a $562.5 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order due to a softer demand environment, a decline in brokerage volumes, and a reduction in port dray revenues; • a $236.7 million decrease in Intermodal segment revenues (excluding fuel surcharge) due to a decrease in revenue per order and orders; • a $178.2 million decrease in fuel surcharge revenues resulting from decreased fuel prices in 2023 compared to 2022; and • an $80.9 million decrease in Truckload segment revenues (excluding fuel surcharge) driven by a decline in revenue per truck per week within our network business, partially offset by an increase in dedicated volumes due to organic growth and the M&M acquisition and revenue per truck per week.
Factors contributing to the decrease were as follows: • a $112.4 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order and a decline in brokerage volumes related to freight market conditions, partially offset by revenues recorded from the Cowan Systems acquisition; • a $108.1 million decrease in fuel surcharge revenues resulting from decreased fuel prices in 2024 compared to 2023; • a $15.0 million decrease in Truckload segment revenues (excluding fuel surcharge) driven by declines within our Network business mainly from decreases in Network trucks, partially offset by Dedicated growth, including the M&M and Cowan Systems acquisitions, and increases in Dedicated revenue per truck per week; and 31 Table of Contents • a $9.5 million decrease in Intermodal segment revenues (excluding fuel surcharge) related to a decrease in revenue per order, partially offset by an increase in volume.
Rate per loaded mile decreased 7% due to market conditions, which was partially offset by a 3% increase in volume largely driven by increased volume within dedicated due to organic and acquisitive growth. Truckload income from operations decreased $181.5 million, approximately 52%, in the year ended December 31, 2023 compared to 2022.
Dedicated volume increased 6% due to organic new business growth and the acquisitions of M&M and Cowan Systems, offset by a reduction in Network volume and rate per loaded mile related to market conditions. Truckload income from operations decreased $81.6 million, approximately 48%, for the year ended December 31, 2024 compared to 2023.
(3) We define “adjusted operating ratio” as operating expenses, adjusted to exclude material items that do not reflect our core operating performance, divided by revenues (excluding fuel surcharge). Included below is a reconciliation of operating ratio, which is the most directly comparable GAAP measure, to adjusted operating ratio.
Excluded expenses for the periods shown are explained below under our explanation of “adjusted income from operations.” (4) We define “adjusted operating ratio” as total operating expenses, adjusted to exclude material items that do not reflect our core operating performance, divided by revenues (excluding fuel surcharge).
The results of M&M are reported in dedicated operations as part of our Truckload segment beginning in the third quarter of 2023. Refer to Note 2, Acquisitions, for additional details on our recent acquisitions.
Cowan Systems provides mainly dedicated and logistics services for retail and manufacturing customers that complement our operations. The operating results of Cowan Systems are reported in Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning on the closing date of the acquisition. Refer to Note 2, Acquisitions, for additional details on our recent acquisitions.
This was partially offset by lower income from operations in our leasing business and $2.9 million of additional interest and penalties related to the sales tax audit assessment.
Other Other income from operations decreased $19.9 million for the year ended December 31, 2024 compared to the same period in 2023 driven by a decrease in earnings within our leasing business, partially offset by $2.9 million of additional interest and penalties related to the sales tax audit assessment recorded in the second quarter of 2023.
Intermodal revenues (excluding fuel surcharge) decreased $236.7 million, approximately 18%, in the year ended December 31, 2023 compared to 2022. This was driven by a decrease in revenue per order of $315, or 11%, primarily due to a decrease in price and a change in mix. Additionally, orders decreased 8% driven by market conditions.
Intermodal revenues (excluding fuel surcharge) decreased $9.5 million, approximately 1%, for the year ended December 31, 2024 compared to 2023. This was driven by market conditions which led to a decrease in revenue per order of $56, or 2%, partially offset by an increase in volume.
Income Tax Expense Our provision for income taxes decreased $78.6 million, approximately 54%, in the year ended December 31, 2023 compared to 2022 due to lower taxable income and a lower effective income tax rate.
See Note 5, Investments , for more information on our equity investments. 32 Table of Contents Income Tax Expense Our provision for income taxes decreased $32.4 million, approximately 48%, for the year ended December 31, 2024 compared to 2023 due to lower taxable income, partially offset by a higher effective income tax rate.
Intermodal income from operations decreased $94.1 million, approximately 57%, in the year ended December 31, 2023 compared to 2022 mainly due to factors impacting revenues discussed above, partially offset by lower rail-related costs and dray execution costs resulting from the mix of company driver drays. Logistics The following table presents the KPI for our Logistics segment for the periods indicated.
Intermodal income from operations decreased $16.5 million, approximately 23%, for the year ended December 31, 2024 compared to 2023 mainly resulting from the decreased revenue per order, partially offset by improved dray productivity. Logistics The following table presents the KPI for our Logistics segment for the periods indicated. Cowan Systems’ logistics operations are included in Logistics beginning in December 2024.
We believe shippers see the value of working with providers like us that have scale, capacity, and lane density.
We believe shippers see the value of working with providers like us that have scale, capacity, and lane density. Brokerage serves as an asset-light innovation hub for Schneider, particularly in the areas of predictive analytics, process automation, and new customer relationship generation.
Enterprise revenues (excluding fuel surcharge) decreased $927.3 million, approximately 16%.
Enterprise revenues (excluding fuel surcharge) decreased $100.3 million, approximately 2% for the same reasons discussed above, excluding fuel surcharge.
CRITICAL ACCOUNTING ESTIMATES The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent liabilities.
See Note 8, Leases , and Note 13, Commitments and Contingencies , respectively, for additional information regarding our lease and purchase commitment obligations. 37 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes.
Financing Activities Net cash used in financing activities decreased $61.0 million, approximately 52%, during 2023 compared to 2022 primarily due to $105.0 million of net proceeds from our revolving credit agreements and $50.0 million of proceeds from long-term debt in 2023, partially offset by $66.9 million of treasury stock repurchases, $10.0 million of additional private placement note repayments in 2023, and an additional $7.9 million of dividend payments.
Financing Activities Net cash provided by financing activities increased $176.3 million, approximately 317%, during 2024 compared to 2023 primarily due to an increase of $250.0 million in proceeds from long-term debt used to partially fund the acquisition of Cowan Systems, a $37.3 million decrease in treasury stock repurchases, and a $30.0 million decrease in payments on our senior notes, partially offset by a $121.0 million decrease in proceeds from our revolving credit agreements and a $19.0 million increase in payments on our revolving credit agreements.
(3) Advisory, legal, and accounting costs related to the Company’s acquisitions. Refer to Note 2, Acquisitions , for additional details. (4) Net gain on the sale of our Canadian facility due to a change in approach to servicing Canada for the year ended December 31, 2022. (5) Amortization expense related to intangible assets acquired through recent business acquisitions.
Refer to Note 13, Commitments and Contingencies , for more information. (2) Advisory, legal, and accounting costs related to the Company’s acquisitions. Refer to Note 2, Acquisitions , for additional details. (3) Amortization expense related to intangible assets acquired through recent business acquisitions. Refer to Note 6, Goodwill and Other Intangible Assets , for additional details.
The increase was primarily driven by an increase in cash used for acquisitions related to the 2023 acquisition of M&M and an increase in net capital expenditures. Net Capital Expenditures The following table sets forth our net capital expenditures for the periods indicated.
Investing Activities Net cash used in investing activities decreased $116.1 million, approximately 13%, during 2024 compared to 2023. The decrease was primarily driven by a decrease in net capital expenditures and purchases of lease equipment, partially offset by an increase in cash used for acquisitions related to the 2024 acquisition of Cowan Systems compared to 2023 acquisition of M&M.
Net revenue per order decreased primarily due to the factors related to revenue discussed above, partially offset by a decrease in third-party transportation costs as both volume and per order costs decreased. Other Included in Other was income from operations of $8.8 million in the year ended December 31, 2023 compared to a loss of $58.1 million in 2022.
Logistics income from operations decreased $13.2 million, approximately 29%, for the year ended December 31, 2024 compared to 2023 primarily due to reductions in net revenue per order and volume, partially offset by the Cowan acquisition.
This was mainly the result of a decrease in revenue per order and volume within our brokerage business. Port dray revenues decreased as well due to reduced freight volume and improved port fluidity in 2023. Logistics income from operations decreased $95.3 million, approximately 67%, in the year ended December 31, 2023 compared to 2022.
This was mainly the result of decreases in revenue per order and volume within our brokerage business, as well as reduced port dray revenues, partially offset by revenues recorded for the logistics operations for Cowan Systems.
Quantitative goodwill impairment tests were performed for all three reporting units as of October 31, 2023, and their fair values were substantially in excess of their respective carrying values. With the expansion of our dedicated business through recent acquisition, we reorganized the operating segments within Truckload into Dedicated; Van Network; and Bulk during the fourth quarter of 2023.
We completed the required annual goodwill impairment assessment for our two reporting units with goodwill as of October 31, 2024 using quantitative assessments. The fair values of our Dedicated and Import/Export reporting units were substantially in excess of their respective carrying values.
Excluded items for the periods shown are explained below under our explanation of “adjusted income from operations.” 28 Table of Contents Revenues (excluding fuel surcharge) Year Ended December 31, (in millions) 2023 2022 Operating revenues $ 5,498.9 $ 6,604.4 Less: Fuel surcharge revenues 684.3 862.5 Revenues (excluding fuel surcharge) $ 4,814.6 $ 5,741.9 Adjusted income from operations Year Ended December 31, (in millions) 2023 2022 Income from operations $ 296.4 $ 600.4 Litigation and audit assessments (1) (2) 2.9 62.2 Acquisition-related costs (3) 0.9 0.3 Property gain—net (4) — (50.9) Amortization of intangible assets (5) 2.7 — Sale of business (6) — 5.0 Adjusted income from operations $ 302.9 $ 617.0 (1) Includes a $57.0 million charge for an adverse settlement related to a lawsuit with former owners of WSL, inclusive of prejudgment interest and the former owners’ attorneys’ fees, for the year ended December 31, 2022.
Revenues (excluding fuel surcharge) Year Ended December 31, (in millions) 2024 2023 Operating revenues $ 5,290.5 $ 5,498.9 Less: Fuel surcharge revenues 576.2 684.3 Revenues (excluding fuel surcharge) $ 4,714.3 $ 4,814.6 Adjusted income from operations Year Ended December 31, (in millions) 2024 2023 Income from operations $ 165.2 $ 296.4 Litigation and audit assessments (1) — 2.9 Acquisition-related costs (2) 2.0 0.9 Amortization of intangible assets (3) 5.0 2.7 Adjusted income from operations $ 172.2 $ 302.9 (1) Includes $2.9 million in charges related to an adverse audit assessment for prior period state sales tax on rolling stock equipment used within that state for the year ended December 31, 2023.
These items were partially offset by lower owner-operator and third-party carrier costs and higher gains on equipment sales, primarily due to an increase in the number of units sold. 33 Table of Contents Intermodal The following table presents the KPIs for our Intermodal segment for the periods indicated.
These decreases were partially offset by an increase in Dedicated revenue per truck per week, reduced purchased transportation costs arising from a reduction in owner-operator capacity, and lower other general expenses related to professional fees and bad debts. 34 Table of Contents Intermodal The following table presents the KPIs for our Intermodal segment for the periods indicated.
As a result of these acquisitions, we recorded additions to our goodwill of $103.5 million and $6.1 million, respectively, within the VTL-Dedicated reporting unit. Prior to the fourth quarter of 2023, the Company had three reporting units with goodwill subject to impairment testing: MLS, VTL-Dedicated, and Import/Export.
The Company acquired Cowan Systems on December 2, 2024 and M&M on August 1, 2023. As a result of these acquisitions, we recorded additions to goodwill of $46.2 million and $103.5 million, respectively, within the Dedicated reporting unit. The amount for Cowan Systems is preliminary and may be adjusted as we finalize our purchase price allocations.
These factors were partially offset by a decrease in equipment rental expense as a result of improved port fluidity, lower port dray volumes, and an increase in the percentage of dray moves performed by company drivers in 2023; lower rail storage expense due to improved yard fluidity; and an increase in gains on sales of equipment due to a higher quantity of units sold. 31 Table of Contents • Insurance and related expenses increased $11.3 million, or 11%, year over year, primarily due to an increase in auto liability insurance costs relating to unfavorable claims severity largely related to two recent claims, as well as higher cargo and collision losses in 2023 compared to 2022. • Other general expenses decreased $68.4 million, or 32%, year over year, primarily due to a $57.0 million adverse settlement related to a lawsuit with former owners of WSL in 2022, lower professional service fees, and a decrease in driver onboarding costs due to lower cost per hire and fewer driver hires due to market conditions.
These factors were partially offset by lower rail storage expense and a decrease in equipment rental expense as a result of improved port fluidity. • Insurance and related expenses increased $37.2 million, or 33%, year over year, primarily due to an increase in auto liability insurance costs related to an increase in premiums and claims development arising from prior claim periods. • Other general expenses decreased $24.3 million, or 16%, year over year, largely related to improvements in bad debt experience and a decrease in professional services.
Removed
Refer to Note 13, Commitments and Contingencies , for more information. (2) Includes $2.9 million and $5.2 million in charges related to an adverse audit assessment for prior period state sales tax on rolling stock equipment used within that state for the years ended December 31, 2023 and December 31, 2022, respectively.
Added
We also provide reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Removed
Amortization expense for 2022 was $1.0 million and overall not material to the organization. (6) Loss from the sale of our China-based logistics operations.
Added
Free cash flow is used as a measure to assess overall liquidity and does not represent residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures such as repayment of maturing debt.
Removed
Due to differences in the tax treatment of items excluded from non-GAAP income, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP items may differ from our GAAP tax rate and from our actual tax liabilities.
Added
(3) We define “adjusted total operating expenses, net of fuel surcharge revenues” as total operating expenses, adjusted to exclude fuel surcharge revenues and certain expenses that do not reflect our core operating performance.
Removed
There were no income tax effects related to the sale of business in 2022.
Added
Included below is a reconciliation of net income, which is the most directly comparable GAAP measure, to adjusted net income.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+1 added−0 removed4 unchanged
Biggest changeInterest Rate Risk We have exposure from variable interest rates primarily related to borrowings under our accounts receivable securitization facility and our revolving credit facility which bear interest based on the one-month Term SOFR. See Note 7, Debt and Credit Facilities . We manage interest rate exposure through a mix of variable and fixed rate debt and lease financing.
Biggest changeInterest Rate Risk We have exposure from variable interest rates primarily related to borrowings under our accounts receivable securitization facility, revolving credit facility, and delayed-draw term loan facility which bear interest based on the Term SOFR. See Note 7, Debt and Credit Facilities .
Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The average diesel price per gallon in the U.S., as reported by the Department of Energy, decreased from $4.96 per gallon for fiscal year 2022 to $4.23 per gallon for fiscal year 2023.
Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The average diesel price per gallon in the U.S., as reported by the Department of Energy, decreased from $4.23 per gallon for fiscal year 2023 to $3.77 per gallon for fiscal year 2024.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in certain commodity prices, inflation, and interest rates. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in certain commodity prices, inflation, and interest rates or other economic conditions that decrease shipping demand. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities.
While inflation has stabilized during 2023, the prior two years have seen considerable price inflation where we experienced increases in our fuel, transportation equipment, labor and third-party capacity, tire, and maintenance costs. A resumption of an upward inflationary environment could harm our business, financial condition, and results of operations.
Although inflation has eased since historic highs in 2021, we have seen carryover effects of price inflation where we experienced increases in our fuel, transportation equipment, labor and third-party capacity, tire, and maintenance costs. A resumption of an upward inflationary environment could harm our business, financial condition, and results of operations.
As of December 31, 2023, our weighted average interest rate for our variable rate debt instruments was 6.36%. Based on our level of borrowings as of December 31, 2023, our annual interest expense would increase by $1.1 million assuming a one percentage point increase in interest rates. 39 Table of Contents
Based on our level of borrowings as of December 31, 2024, our annual interest expense would increase by $3.8 million assuming a one percentage point increase in interest rates. 40 Table of Contents
Added
We manage interest rate exposure through a mix of variable and fixed rate debt and lease financing. As of December 31, 2024, our weighted average interest rate for our variable rate debt instruments was 6.16%.

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