SEC Form 10-Q filed by Schneider National Inc.

11/6/24 4:18:44 PM ET

$SNDR

Trucking Freight/Courier Services

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38054

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________________________

Wisconsin

39-1258315

(State of Incorporation)

(IRS Employer Identification No.)

3101 South Packerland Drive

Green Bay

Wisconsin

54313

(Address of Registrant’s Principal Executive Offices and Zip Code)

(920) 592-2000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Class B common stock, no par value

SNDR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of October 25, 2024, the registrant had 83,029,500 shares of Class A common stock, no par value, outstanding and 92,155,677 shares of Class B common stock, no par value, outstanding.

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SCHNEIDER NATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended September 30, 2024

TABLE OF CONTENTS

Page

Cautionary Note Regarding Forward-Looking Statements

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements

Consolidated Statements of Comprehensive Income (Unaudited)

Consolidated Balance Sheets (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

Consolidated Statements of Shareholders’ Equity (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

Page

Note 1

Note 2

Note 3

Note 4

Note 5

Note 6

Goodwill and Other Intangible Assets

Note 7

Debt and Credit Facilities

Note 8

Leases

Note 9

Income Taxes

Note 10

Common Equity

Note 11

Share-Based Compensation

Note 12

Commitments and Contingencies

Note 13

Segment Reporting

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

ITEM 4.

Controls and Procedures

PART II. OTHER INFORMATION

ITEM 1.

Legal Proceedings

ITEM 1A.

Risk Factors

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3.

Defaults Upon Senior Securities

ITEM 4.

Mine Safety Disclosures

ITEM 5.

ITEM 6.

GLOSSARY OF TERMS


3PL			Provider of outsourced logistics services. In logistics and supply chain management, it means a company’s use of third-party businesses, the 3PL(s), to outsource elements of the company’s distribution, fulfillment, and supply chain management services.
ASC			Accounting Standards Codification
Board			Board of Directors
ChemDirect			Fortem Invenio, Inc.
CODM			Chief Operating Decision Maker

EBITDA			Earnings Before Interest, Taxes, Depreciation, and Amortization
GAAP			United States Generally Accepted Accounting Principles
IPO			Initial Public Offering
KPI			Key Performance Indicator

M&M			M&M Transport Services, LLC
MLS			Midwest Logistics Systems, Ltd. and affiliated entities holding assets comprising substantially all of its business
MLSI			Mastery Logistics Systems, Inc.
NASDAQ			National Association of Securities Dealers Automated Quotations
PSU			Performance-based Restricted Stock Unit
RSU			Restricted Stock Unit
rTSR			Relative Total Shareholder Return
SEC			United States Securities and Exchange Commission
Term SOFR			The CME Term SOFR Reference Rate administered by CME Group Benchmark Administration Limited
TuSimple			TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited)
U.S.			United States

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. The words “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “prospects,” “potential,” “budget,” “forecast,” “continue,” “predict,” “seek,” “objective,” “goal,” “guidance,” “outlook,” “effort,” “target,” and similar words, expressions, terms, and phrases, generally identify forward-looking statements, which speak only as of the date the statements were made. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.

The risks, uncertainties, and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: inflation, both in the U.S. and globally; our ability to successfully manage operational challenges and disruptions, as well as related federal, state, and local government responses arising from future pandemics; economic and business risks inherent in the truckload and transportation industry, including inflation, freight cycles, and competitive pressures pertaining to pricing, capacity, and service; our ability to effectively manage truck capacity brought about by cyclical driver shortages and successfully execute our yield management strategies; our ability to maintain key customer and supply arrangements, including dedicated arrangements, and to manage disruption of our business due to factors outside of our control, such as natural disasters, acts of war or terrorism, disease outbreaks, or pandemics; volatility in the market valuation of our investments in strategic partners and technologies; our ability to manage and effectively implement our growth and diversification strategies and cost saving initiatives; our dependence on our reputation and the Schneider brand and the potential for adverse publicity, damage to our reputation, and the loss of brand equity; risks related to demand for our service offerings; risks associated with the loss of a significant customer or customers; capital investments that fail to match customer demand or for which we cannot obtain adequate funding; fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase agreements, our ability to recover fuel costs through our fuel surcharge programs, and potential changes in customer preferences (e.g. truckload vs. intermodal services) driven by diesel fuel prices; fluctuations in the value and demand for our used Class 8 tractors and trailers; our ability to attract and retain qualified drivers and owner-operators; our reliance on owner-operators to provide a portion of our truck fleet; our dependence on railroads in the operation of our intermodal business; service instability, availability, and/or increased costs from third-party capacity providers used by our business; changes in the outsourcing practices of our third-party logistics customers; difficulty in obtaining material, equipment, goods, and services from our vendors and suppliers; variability in insurance and claims expenses and the risks of insuring claims through our captive insurance company; the impact of laws and regulations that apply to our business, including those that relate to the environment, taxes, associates, owner-operators, and our captive insurance company; changes to those laws and regulations; and the increased costs of compliance with existing or future federal, state, and local regulations; political, economic, and other risks from cross-border operations and operations in multiple countries; risks associated with financial, credit, and equity markets, including our ability to service indebtedness and fund capital expenditures and strategic initiatives; negative seasonal patterns generally experienced in the trucking industry during traditionally slower shipping periods and winter months; risks associated with severe weather and similar events; significant systems disruptions, including those caused by cybersecurity events and firmware defects; exposure to claims and lawsuits in the ordinary course of business; our ability to adapt to new technologies and new participants in the truckload and transportation industry; our ability to implement our plans to meet our greenhouse gas reduction goals; and those risks and uncertainties discussed in (1) our most recently filed Annual Report on Form 10-K in (a) Part I, Item 1A. “Risk Factors,” (b) Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (c) Part II, Item 8. “Financial Statements and Supplementary Data: Note 13, Commitments and Contingencies,” (2) this Quarterly Report on Form 10-Q in (a) Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (b) Part I, Item 1. “Financial Statements: Note 12, Commitments and Contingencies,” and (c) Part II, Item 1A. “Risk Factors,” and (3) other factors discussed in filings with the SEC by the Company. The Company undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

WHERE TO FIND MORE INFORMATION

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information that the Company files electronically with the SEC. These documents are also available to the public from commercial document retrieval services and at the “Investors” section of our website at www.schneider.com. Information disclosed or available on our website shall not be deemed incorporated into, or to be a part of, this Report.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating revenues	$	1,315.7	$	1,352.0	$	3,951.4	$	4,127.2
Operating expenses:
Purchased transportation	491.0		540.0		1,493.0		1,634.9
Salaries, wages, and benefits	347.8		340.4		1,055.2		1,003.7
Fuel and fuel taxes	94.3		115.7		302.7		325.5
Depreciation and amortization	101.9		96.8		307.2		281.8
Operating supplies and expenses—net	169.4		138.5		480.2		427.0
Insurance and related expenses	36.4		26.6		100.7		77.0
Other general expenses	31.8		47.3		89.6		112.2


Total operating expenses	1,272.6		1,305.3		3,828.6		3,862.1
Income from operations	43.1		46.7		122.8		265.1
Other expenses (income):
Interest income	(1.0)		(1.6)		(2.7)		(6.3)
Interest expense	3.6		3.3		11.9		10.1
Other expenses (income)—net	1.2		(1.1)		2.6		(17.3)
Total other expenses (income)—net	3.8		0.6		11.8		(13.5)
Income before income taxes	39.3		46.1		111.0		278.6
Provision for income taxes	8.7		10.5		26.6		67.5
Net income	30.6		35.6		84.4		211.1
Other comprehensive income (loss):
Foreign currency translation adjustment—net	(0.1)		(0.2)		(0.5)		0.4
Net unrealized gains (losses) on marketable securities—net of tax	1.1		(0.5)		1.0		(0.4)
Total other comprehensive income (loss)—net	1.0		(0.7)		0.5		—
Comprehensive income	$	31.6	$	34.9	$	84.9	$	211.1

Weighted average shares outstanding	175.2		176.9		175.6		177.7
Basic earnings per share	$	0.17	$	0.20	$	0.48	$	1.19

Weighted average diluted shares outstanding	175.9		177.7		176.1		178.5
Diluted earnings per share	$	0.17	$	0.20	$	0.48	$	1.18

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)



	September 30,		December 31,
	2024		2023
Assets
Current Assets:
Cash and cash equivalents	$	179.0	$	102.4
Marketable securities	52.6		57.2
Trade accounts receivable—net of allowance of $7.0 million and $15.0 million, respectively	541.1		575.7
Other receivables	30.3		61.9
Current portion of lease receivables—net of allowance of $0.9 million and $1.0 million, respectively	88.1		93.3
Inventories—net	83.3		117.9
Prepaid expenses and other current assets	113.4		102.5
Total current assets	1,087.8		1,110.9
Noncurrent Assets:
Property and equipment:
Transportation equipment	3,852.3		3,781.0
Land, buildings, and improvements	231.7		226.1
Other property and equipment	182.3		180.2
Total property and equipment	4,266.3		4,187.3
Less accumulated depreciation	1,685.1		1,605.6
Net property and equipment	2,581.2		2,581.7
Lease receivables	142.7		130.2
Internal use software and other noncurrent assets	431.3		402.7
Goodwill	331.7		331.7
Total noncurrent assets	3,486.9		3,446.3
Total Assets	$	4,574.7	$	4,557.2
Liabilities and Shareholders’ Equity
Current Liabilities:
Trade accounts payable	$	208.5	$	241.3
Accrued salaries, wages, and benefits	91.1		66.7
Claims accruals—current	96.4		89.2
Current maturities of debt and finance lease obligations	139.0		104.5
Other current liabilities	122.2		104.5
Total current liabilities	657.2		606.2
Noncurrent Liabilities:
Long-term debt and finance lease obligations	124.7		197.6
Claims accruals—noncurrent	159.4		92.7
Deferred income taxes	569.0		595.7
Other noncurrent liabilities	97.2		108.2
Total noncurrent liabilities	950.3		994.2
Total Liabilities	1,607.5		1,600.4
Commitments and Contingencies (Note 12)
Shareholders’ Equity:
Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding	—		—
Class A common shares, no par value, 250,000,000 shares authorized, 83,029,500 shares issued and outstanding	—		—
Class B common shares, no par value, 750,000,000 shares authorized, 95,965,392 and 95,796,669 shares issued and 92,155,677 and 92,931,242 shares outstanding, respectively	—		—
Additional paid-in capital	1,600.5		1,595.2
Retained earnings	1,466.0		1,431.9
Accumulated other comprehensive loss	(2.9)		(3.4)
Treasury stock, at cost, 3,795,036 and 2,505,267 shares, respectively	(96.4)		(66.9)
Total Shareholders’ Equity	2,967.2		2,956.8
Total Liabilities and Shareholders’ Equity	$	4,574.7	$	4,557.2

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)



	Nine Months Ended September 30,
	2024		2023
Operating Activities:
Net income	$	84.4	$	211.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	307.2		281.8
Gains on sales of property and equipment—net	(2.8)		(29.2)
Proceeds from lease receipts	46.3		57.7
Deferred income taxes	(27.0)		51.7
Long-term incentive and share-based compensation expense	9.3		13.4
Losses (gains) on investments in equity securities—net	0.2		(20.5)
Other noncash items—net	1.7		0.8
Changes in operating assets and liabilities:
Receivables	71.0		(5.0)
Other assets	(22.7)		(39.9)
Claims reserves and receivables—net	24.3		0.4
Payables	(42.7)		(24.5)
Other liabilities	37.4		(11.7)
Net cash provided by operating activities	486.6		486.1
Investing Activities:
Purchases of transportation equipment	(328.1)		(500.6)
Purchases of other property and equipment	(27.8)		(33.9)
Proceeds from sale of property and equipment	81.3		106.2
Proceeds from sale of off-lease inventory	27.5		24.1
Purchases of lease equipment	(45.5)		(95.0)
Proceeds from government grants	2.2		—
Proceeds from marketable securities	7.8		5.2
Purchases of marketable securities	(1.9)		(16.2)
Investments in equity securities and equity method investment	(0.1)		(17.1)
Investments in notes receivable	(2.5)		(10.0)
Acquisition of business, net of cash acquired	—		(239.5)
Net cash used in investing activities	(287.1)		(776.8)
Financing Activities:
Proceeds under revolving credit agreements	65.0		166.0
Payments under revolving credit agreements	(100.0)		(75.0)
Proceeds from long-term debt	—		50.0
Payments of debt and finance lease obligations	(3.4)		(72.8)
Dividends paid	(49.9)		(47.7)
Repurchases of common stock	(29.5)		(51.0)
Other financing activities	(5.1)		(6.0)
Net cash used in financing activities	(122.9)		(36.5)
Net increase (decrease) in cash and cash equivalents	76.6		(327.2)
Cash and Cash Equivalents:
Beginning of period	102.4		385.7
End of period	$	179.0	$	58.5

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Additional Cash Flow Information:
Noncash investing and financing activity:
Transportation and lease equipment purchases in accounts payable	$	18.7	$	40.3
Dividends declared but not yet paid	17.3		17.0
Sale of assets in exchange for notes receivable	1.5		—
Noncash equity method investment	—		3.3
Cash paid (refunded) during the period for:
Interest	12.3		7.8
Income taxes—net of refunds	(1.9)		65.1

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions, except per share data)


			Additional Paid-In Capital
	Common Stock				Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total

Balance—December 31, 2022	$	—	$	1,584.4	$	1,257.8	$	(5.0)	$	—	$	2,837.2
Net income	—		—		98.0		—		—		98.0
Other comprehensive income	—		—		—		0.8		—		0.8
Share-based compensation expense	—		5.1		—		—		—		5.1
Dividends declared at $0.09 per share of Class A and Class B common shares	—		—		(16.4)		—		—		(16.4)
Share issuances	—		0.1		—		—		—		0.1
Exercise of employee stock options	—		0.1		—		—		—		0.1
Shares withheld for employee taxes	—		(6.1)		—		—		—		(6.1)
Balance—March 31, 2023	—		1,583.6		1,339.4		(4.2)		—		2,918.8
Net income	—		—		77.5		—		—		77.5
Other comprehensive loss	—		—		—		(0.1)		—		(0.1)
Share-based compensation expense	—		4.4		—		—		—		4.4
Dividends declared at $0.09 per share of Class A and Class B common shares	—		—		(16.1)		—		—		(16.1)


Repurchases of common stock	—		—		—		—		(36.1)		(36.1)
Balance—June 30, 2023	—		1,588.0		1,400.8		(4.3)		(36.1)		2,948.4
Net income	—		—		35.6		—		—		35.6
Other comprehensive loss	—		—		—		(0.7)		—		(0.7)
Share-based compensation expense	—		4.8		—		—		—		4.8
Dividends declared at $0.09 per share of Class A and Class B common shares	—		—		(16.1)		—		—		(16.1)
Repurchases of common stock	—		—		—		—		(14.9)		(14.9)


Balance—September 30, 2023	$	—	$	1,592.8	$	1,420.3	$	(5.0)	$	(51.0)	$	2,957.1

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	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total




Balance—December 31, 2023	$	—	$	1,595.2	$	1,431.9	$	(3.4)	$	(66.9)	$	2,956.8
Net income	—		—		18.5		—		—		18.5
Other comprehensive loss	—		—		—		(0.2)		—		(0.2)
Share-based compensation expense	—		1.5		—		—		—		1.5
Dividends declared at $0.095 per share of Class A and Class B common shares	—		—		(16.7)		—		—		(16.7)
Repurchases of common stock	—		—		—		—		(13.0)		(13.0)

Exercise of employee stock options	—		1.5		—		—		—		1.5
Shares withheld for employee taxes	—		(6.4)		—		—		—		(6.4)
Balance—March 31, 2024	—		1,591.8		1,433.7		(3.6)		(79.9)		2,942.0
Net income	—		—		35.3		—		—		35.3
Other comprehensive loss	—		—		—		(0.3)		—		(0.3)
Share-based compensation expense	—		4.3		—		—		—		4.3
Dividends declared at $0.095 per share of Class A and Class B common shares	—		—		(16.9)		—		—		(16.9)
Repurchases of common stock	—		—		—		—		(12.8)		(12.8)



Balance—June 30, 2024	—		1,596.1		1,452.1		(3.9)		(92.7)		2,951.6
Net income	—		—		30.6		—		—		30.6
Other comprehensive income	—		—		—		1.0		—		1.0
Share-based compensation expense	—		4.4		—		—		—		4.4
Dividends declared at $0.095 per share of Class A and Class B common shares	—		—		(16.7)		—		—		(16.7)
Repurchases of common stock	—		—		—		—		(3.7)		(3.7)



Balance—September 30, 2024	$	—	$	1,600.5	$	1,466.0	$	(2.9)	$	(96.4)	$	2,967.2

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. GENERAL

Nature of Operations

Schneider National, Inc. and its subsidiaries (together “Schneider,” the “Company,” “we,” “us,” or “our”) are among the largest providers of surface transportation and logistics solutions in North America. We offer a multimodal 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.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation.

In the opinion of management, these statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented.

New Accounting Pronouncements

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This ASU provides additional guidance on reportable segment disclosures, including information on significant segment expenses and other items provided to the CODM by reportable segment and the title and position of the CODM. Additionally, annual segment disclosures currently reported under ASC 280 are now required for all interim periods. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We believe this standard will expand our disclosures but will not impact our consolidated financial statements. We will adopt ASU 2023-07 retrospectively in the fourth quarter of 2024.

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This ASU expands the disclosures related to rate reconciliations by requiring entities to disclose items meeting a quantitative threshold and eight categories. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We believe this standard will expand our disclosures but will not impact our consolidated financial statements. We will adopt this standard prospectively in the fourth quarter of 2025.

2. ACQUISITIONS

M&M Transport Services, LLC

On August 1, 2023, we acquired 100% of the membership interest in M&M for a final purchase price of $243.8 million, inclusive of cash and other working capital adjustments. The purchase price allocation for M&M was considered final as of June 30, 2024 and resulted in $103.5 million of goodwill being recorded in the Truckload reportable segment. M&M is a dedicated trucking company located primarily in New England which complements our dedicated Truckload operations, and their operating results are included in our consolidated results of operations beginning on the date acquired.

The following unaudited pro forma revenues give effect to the acquisition had it been effective January 1, 2023. Combined unaudited pro forma operating revenues of the Company and M&M would have been approximately $1,361.6 million and $4,197.8 million during the three and nine months ended September 30, 2023, respectively, and our earnings for the same periods would not have been materially different.

3. REVENUE RECOGNITION

Disaggregated Revenues

The majority of our revenues are related to transportation and have similar characteristics. The following table summarizes our revenues by type of service.

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	Three Months Ended September 30,				Nine Months Ended September 30,
Disaggregated Revenues (in millions)	2024		2023		2024		2023
Transportation	$	1,196.7	$	1,253.4	$	3,625.8	$	3,823.5
Logistics Management	53.2		45.2		155.1		135.9
Other	65.8		53.4		170.5		167.8
Total operating revenues	$	1,315.7	$	1,352.0	$	3,951.4	$	4,127.2

Quantitative Disclosure

The following table provides information related to transactions and expected timing of revenue recognition for performance obligations that are fixed in nature and relate to contracts with terms greater than one year as of the date shown.


Remaining Performance Obligations (in millions)	September 30, 2024
Expected to be recognized within one year
Transportation	$	28.2
Logistics Management	14.3
Expected to be recognized after one year
Transportation	38.9
Logistics Management	9.0
Total	$	90.4

This disclosure does not include revenues related to performance obligations that are part of a contract with an original expected duration of one year or less, nor does it include expected consideration related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice (e.g., usage-based pricing terms).

Information related to contract balances associated with our contracts with customers as of the dates shown is as follows:


Contract Balances (in millions)	September 30, 2024		December 31, 2023
Other current assets—Contract assets	$	27.9	$	23.7

We generally receive payment within 40 days of completion of performance obligations. Contract assets in the table above relate to revenue in transit at the end of the reporting period. We had no contract liabilities related to amounts customers paid in advance of the associated services as of September 30, 2024 and December 31, 2023.

4. FAIR VALUE

Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability. Inputs to valuation techniques used to measure fair value fall into three broad levels (Levels 1, 2, and 3) as follows:

Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities.

Level 3—Unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820.


		Fair Value
(in millions)	Level in Fair Value Hierarchy	September 30, 2024		December 31, 2023
Equity investment in TuSimple (1)	1	$	0.1	$	0.3
Marketable securities (2)	2	52.6		57.2

(1)Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on an Over the Counter (“OTC”) market beginning February 8, 2024 and the NASDAQ prior to that date. See Note 5, Investments, for additional information.

(2)Marketable securities are classified as Level 2 in the fair value hierarchy as they are valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active. See Note 5, Investments, for additional information.

The fair value of the Company’s debt was $185.3 million and $183.2 million as of September 30, 2024 and December 31, 2023, respectively. The carrying value of the Company’s debt was $185.0 million as of September 30, 2024 and December 31, 2023. The fair value of our debt was calculated using a fixed rate debt portfolio with similar terms and maturities, which is based on the borrowing rates available to us in the applicable period. This valuation used Level 2 inputs.

The recorded values of cash, trade accounts receivable, lease receivables, trade accounts payable, and amounts outstanding under revolving credit agreements approximate fair values.

5. INVESTMENTS

Marketable Securities

Our marketable securities are classified as available-for-sale and carried at fair value in current assets on the consolidated balance sheets. While our intent is to hold our securities to maturity, sudden changes in the market or our liquidity needs may cause us to sell certain securities in advance of their maturity date.

Any unrealized gains and losses, net of tax, are included as a component of accumulated other comprehensive income on the consolidated balance sheets, unless we determine that the amortized cost basis is not recoverable. If we determine that the amortized cost basis of the impaired security is not recoverable, we recognize the credit loss by increasing the allowance for those losses. We did not have an allowance for credit losses on our marketable securities as of September 30, 2024 or December 31, 2023. Cost basis is determined using the specific identification method.

The following table presents the remaining maturities and values of our marketable securities as of the dates shown.


	September 30, 2024					December 31, 2023
(in millions, except maturities in months)	Remaining Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. treasury and government agencies	3 to 77 months	$	23.0	$	21.5	$	24.9	$	22.9

Corporate debt securities	8 to 103 months	17.3		17.0		20.0		19.2
State and municipal bonds	6 to 169 months	14.2		14.1		15.5		15.1

Total marketable securities		$	54.5	$	52.6	$	60.4	$	57.2

Equity Investments without Readily Determinable Fair Values

The Company’s primary strategic equity investments without readily determinable fair values include Platform Science, Inc., a provider of telematics and fleet management tools; MLSI, a transportation technology development company; and ChemDirect, a business-to-business digital marketplace for the chemical industry. These investments are being accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative, and their combined values as of September 30, 2024 and December 31, 2023 were $121.9 million and $121.8 million, respectively. If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred using Level 3 inputs. As of September 30, 2024, our cumulative upward adjustments were $72.0 million. In addition to our investment in MLSI, we hold a $10.0 million note receivable from MLSI as of September 30, 2024 and 2023. The note was funded during the first quarter of 2023, is subject to interest over its term, and matures in March 2030. We also hold a $2.5 million note receivable from Platform Science as of September 30, 2024. This note was executed and funded during the second quarter of 2024, is subject to interest over its term, and matures in March 2027.

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The following table summarizes the activity related to these equity investments during the periods presented.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Investment in equity securities	$	0.2	$	10.3	$	0.2	$	15.3
Upward adjustments (1)	—		2.3		—		20.0

(1) Our updated investment value in 2023 was determined using a hybrid backsolve method, a valuation approach incorporating both IPO and M&A scenarios to estimate the value based on recently issued shares.

Equity Investments with Readily Determinable Fair Values

In 2021, the Company purchased a $5.0 million non-controlling interest in TuSimple, a global self-driving technology company. Upon completion of its IPO in April 2021, our investment in TuSimple was converted into Class A common shares and is now being accounted for under ASC 321, Investments - Equity Securities. Our net investment and activity were not material for the three and nine months ended September 30, 2024 and 2023. See Note 4, Fair Value, for additional information on the fair value of our investment in TuSimple.

Equity Method Investment

In the second quarter of 2023, the Company invested $5.0 million consisting primarily of internal use software and cash in exchange for a 50% non-controlling ownership interest in Scope 23 LLC, an entity that provides a platform for shippers to track and manage their greenhouse gas emissions. Our interest is being accounted for under ASC 323, Investments - Equity Method and Joint Ventures. For the three and nine months ended September 30, 2024 and 2023, activity was not material. The carrying value of our investment was $4.7 million and $4.9 million as of September 30, 2024 and December 31, 2023, respectively.

All of our equity investments, as well as our notes receivable from MLSI and Platform Science, Inc., are included in internal use software and other noncurrent assets on the consolidated balance sheets. Gains or losses on our equity investments are recognized within other expenses (income)—net on the consolidated statements of comprehensive income.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price of acquisitions over the fair value of the identifiable net assets acquired. Our goodwill balance as of September 30, 2024 and December 31, 2023 was $331.7 million and was comprised of $317.5 million and $14.2 million in our Truckload and Logistics segments, respectively. As of September 30, 2024 and December 31, 2023, our Truckload segment had accumulated goodwill impairment charges of $34.6 million.

The identifiable finite lived intangible assets listed below are included in internal use software and other noncurrent assets on the consolidated balance sheets and relate to the acquisitions of MLS and M&M.


	September 30, 2024						December 31, 2023
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	43.5	$	4.0	$	39.5	$	43.5	$	1.8	$	41.7
Trademarks	10.9		2.2		8.7		10.9		1.5		9.4
Non-compete agreements	5.4		1.3		4.1		5.4		0.4		5.0
Total intangible assets	$	59.8	$	7.5	$	52.3	$	59.8	$	3.7	$	56.1

Amortization expense for intangible assets was $1.2 million and $0.9 million for the three months ended September 30, 2024 and 2023, respectively, and $3.8 million and $1.4 million for the nine months ended September 30, 2024 and 2023, respectively.

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Estimated future amortization expense related to intangible assets is as follows:


(in millions)	September 30, 2024
Remaining 2024	$	1.2
2025	5.0
2026	5.0
2027	5.0
2028	4.6
2029 and thereafter	31.5
Total	$	52.3

7. DEBT AND CREDIT FACILITIES

As of September 30, 2024 and December 31, 2023, debt included the following:


(in millions)	September 30, 2024		December 31, 2023
Unsecured senior notes: principal maturities ranging from 2024 through 2028; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 4.21% and 3.68% for 2024 and 2023, respectively.	$	185.0	$	185.0
Credit agreement: matures November 2027; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.43% for 2024 and 2023.	—		45.0
Receivables purchase agreement: matures May 2027; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.29% and 6.28% for 2024 and 2023, respectively.	70.0		60.0
Total debt and credit facilities	255.0		290.0
Current maturities	(135.0)		(100.0)

Long-term debt	$	120.0	$	190.0

Our Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an additional increase in total commitment by up to $150.0 million, for a total potential commitment of $400.0 million through November 2027, inclusive of a $100.0 million sublimit to be used for the issuance of letters of credit. Balances are included within long-term debt and finance lease obligations on the consolidated balance sheets. Standby letters of credit under this agreement amounted to $0.4 million as of September 30, 2024 and December 31, 2023 and were primarily related to the requirements of certain of our real estate leases.

During the second quarter of 2024, we renewed our Receivables Purchase Agreement (the “2024 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables at rates based on the one-month Term SOFR up to $200.0 million through May 2027, inclusive of a $100.0 million sublimit to be used for the issuance of letters of credit. Our previous agreement, the “2021 Receivables Purchase Agreement,” allowed us to borrow up to $150.0 million against qualifying trade receivables at rates based on the one-month Term SOFR and had a maturity date of July 2024. Borrowings under the 2024 Receivables Purchase Agreement were included within long-term debt and finance lease obligations as of September 30, 2024. As of December 31, 2023, borrowings under the 2021 Receivables Purchase Agreement were included within our current maturities of debt and finance lease obligations due to the pending maturity date. As of September 30, 2024 and December 31, 2023, standby letters of credit under these agreements amounted to $73.9 million and $81.4 million, respectively, and were primarily related to the requirements of certain of our insurance obligations.

Our combined available capacity under our Credit Agreement and our Receivables Purchase Agreement as of September 30, 2024 was $305.7 million.

8. LEASES

As Lessee

We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating and finance leases include transportation, office, yard, warehouse, and other equipment, in addition to truck washes. Most leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.

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In conjunction with our acquisition of M&M, the Company entered into nine related party leases. The leases are for the use of shop, warehouse, office, and drop yard locations throughout the country. The leases run through 2026, and the related lease payments are not material.

Additional information related to our leases is as follows:


	Nine Months Ended September 30,
(in millions)	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	29.4	$	27.0
Operating cash flows for finance leases	0.4		0.3
Financing cash flows for finance leases	3.4		2.8

Right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	19.2	$	38.6
Finance leases	0.1		5.7

As of September 30, 2024, we had two signed leases that had not yet commenced totaling $0.2 million. The leases will commence in October 2024 and have a lease term of one to three years.

As Lessor

We finance various types of transportation-related equipment for independent third parties under lease contracts, which are generally for one to three years and are accounted for as sales-type leases with fully guaranteed residual values. Our leases contain an option for the lessee to return, extend, or purchase the equipment at the end of the lease term for the guaranteed contract residual amount. This contract residual amount is estimated to approximate the fair value of the equipment. Lease payments primarily include base rentals and guaranteed residual values.

As of September 30, 2024 and December 31, 2023, investments in lease receivables were as follows:


(in millions)	September 30, 2024		December 31, 2023
Future minimum payments to be received on leases	$	177.6	$	161.8
Guaranteed residual lease values	101.1		103.9
Total minimum lease payments to be received	278.7		265.7
Unearned income	(47.9)		(42.2)
Net investment in leases	$	230.8	$	223.5

Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed. Our net investment in leases with any portion past due as of September 30, 2024 was $70.3 million, which includes both current and future lease payments. Lease payments on our lease receivables are generally due on a weekly basis and are classified as past due when the weekly payment is not received by its due date. As of September 30, 2024, our lease payments past due were $3.0 million.

The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.

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	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Revenue	$	70.2	$	50.7	$	188.2	$	161.3
Cost of goods sold	(63.5)		(43.0)		(168.5)		(136.4)
Operating profit	$	6.7	$	7.7	$	19.7	$	24.9

Interest income on lease receivable	$	8.1	$	9.0	$	23.7	$	27.7

9. INCOME TAXES

Our effective income tax rate was 22.1% and 22.8% for the three months ended September 30, 2024 and 2023, respectively, and 24.0% and 24.2% for the nine months ended September 30, 2024 and 2023, respectively. In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, and best estimates of nontaxable and nondeductible income and expense items.

10. COMMON EQUITY

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023, respectively.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2024		2023		2024		2023
Numerator:
Net income available to common shareholders	$	30.6	$	35.6	$	84.4	$	211.1

Denominator:
Weighted average common shares outstanding	175.2		176.9		175.6		177.7
Dilutive effect of share-based awards and options outstanding	0.7		0.9		0.5		0.8
Weighted average diluted common shares outstanding (1)	175.9		177.7		176.1		178.5

Basic earnings per common share	$	0.17	$	0.20	$	0.48	$	1.19
Diluted earnings per common share	0.17		0.20		0.48		1.18

(1)Weighted average diluted common shares outstanding may not sum due to rounding.

The calculation of diluted earnings per share excluded 0.1 million share-based awards and options for the three months ended September 30, 2024 and no share-based awards and options for the nine months ended September 30, 2024 that had an anti-dilutive effect. The calculation excluded 0.1 million and 0.3 million share-based awards and options that had an anti-dilutive effect for the three and nine months ended September 30, 2023, respectively.

Common Shares Outstanding

As of September 30, 2024 and December 31, 2023, we had 83,029,500 shares of Class A common stock outstanding. There were no changes to the number of shares of Class A common stock outstanding for the three and nine months ended September 30, 2024 and 2023.

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The following table shows changes to our Class B common shares outstanding for the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Outstanding at beginning of period	92,301,573	94,064,251	92,931,242	94,993,144
Repurchases of common stock	(145,896)	(497,435)	(1,289,769)	(1,869,474)
Share issuances	—	219	698,133	681,642
Exercise of employee stock options	—	—	71,529	6,000
Shares withheld for employee taxes	—	—	(255,458)	(244,277)
Outstanding at end of period	92,155,677	93,567,035	92,155,677	93,567,035

In January 2023, our 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. 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 September 30, 2024, the Company has repurchased $95.5 million of the $150.0 million authorized under the repurchase program.

Subsequent Event - Dividends Declared

In October of 2024, the Board declared a quarterly cash dividend for the fourth fiscal quarter of 2024 in the amount of $0.095 per share to holders of our Class A and Class B common stock. The dividend is payable to shareholders of record at the close of business on December 13, 2024 and will be paid on January 8, 2025.

11. SHARE-BASED COMPENSATION

We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan (“the Plan”). These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares (“performance shares”), PSUs, and non-qualified stock options. Performance shares and PSUs granted are earned based on attainment of threshold performance of earnings and return on capital targets, in addition to a multiplier applied based on rTSR against peers over the performance period.

Share-based compensation expense was $4.1 million and $4.4 million for the three months ended September 30, 2024 and 2023, respectively, and $9.2 million and $13.3 million for the nine months ended September 30, 2024 and 2023, respectively. We recognize share-based compensation expense over the awards’ vesting period. As of September 30, 2024, we had $20.2 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 1.8 years.

12. COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting our business, we become involved in certain legal matters and investigations including liability claims, taxes other than income taxes, contract disputes, employment, and other litigation matters. We accrue for anticipated costs to resolve matters that are probable and estimable. We believe the outcomes of these matters will not have a material impact on our business or our consolidated financial statements.

We record liabilities for claims against the Company based on our best estimate of expected losses. The primary claims arising for the Company through its trucking, intermodal, and logistics operations 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 excess liability insurance with licensed insurance carriers for liability in excess of amounts we self-insure, which serves to largely offset the Company’s liability associated with these claims, with the exception of wage and benefit claims for which we self-insure. We review our accruals periodically to ensure that the aggregate amounts of our accruals are appropriate at any period after consideration of available insurance coverage. Although we expect that our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results.

As of September 30, 2024, our firm commitments to purchase transportation equipment totaled $73.5 million.

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During 2022, the Company recorded a $5.2 million charge as a result of adverse audit assessments by a state tax authority over the applicability of sales tax for prior periods on rolling stock equipment used within that state. The Company filed a request for appeal of the audit assessment with the state jurisdiction, and during the second quarter of 2023, a ruling was made in favor of the state resulting in an additional $2.9 million in interest and penalties being recorded by the Company to cover all periods audited. The Company filed a petition request with the state Appellate Tax Board in January 2024 covering periods at appeals. During the third quarter of 2024, the Company received an assessment for additional periods audited and filed a request for appeal of the assessment with the state jurisdiction. The adjustment recorded as a result of the audit, including additional interest and penalties, was not material. All assessments and related interest and penalties were recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income.

13. SEGMENT REPORTING

We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides.

As of January 1, 2023, our operating segments within the Truckload reportable segment were VTL, Bulk, and MLS. As a result of expanding our dedicated business through recent acquisitions, in the fourth quarter of 2023, we reorganized the operating segments within Truckload into Dedicated, which includes MLS and M&M; Van Network; and Bulk. The three operating segments are aggregated because they have similar economic characteristics with our other Truckload operating segments and meet the other aggregation criteria described in ASC 280. Dedicated provides truckload services primarily focused on freight with consistent routes often based on long-term contracts, Van Network consists of irregular routes, and Bulk delivers key inputs for manufacturing processes, such as specialty chemicals.

The CODM reviews revenues for each segment without the inclusion of fuel surcharge revenues. For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses. Income from operations at the segment level reflects the measure presented to the CODM for each segment.

Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable by segment. All transactions between reportable segments are eliminated in consolidation.

Substantially all of our revenues and assets were generated or located within the U.S.

The following tables summarize our segment information. Inter-segment revenues within Other include revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $23.9 million and $15.6 million for the three months ended September 30, 2024 and 2023, respectively, and $73.5 million and $50.0 million for the nine months ended September 30, 2024 and 2023, respectively.


Revenues by Segment	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Truckload	$	532.2	$	535.3	$	1,610.6	$	1,605.0
Intermodal	264.7		263.0		765.0		790.1
Logistics	313.7		326.0		957.4		1,051.6
Other	105.2		78.4		295.1		249.5
Fuel surcharge	138.1		172.6		442.8		507.4
Inter-segment eliminations	(38.2)		(23.3)		(119.5)		(76.4)
Operating revenues	$	1,315.7	$	1,352.0	$	3,951.4	$	4,127.2


Income (Loss) from Operations by Segment	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Truckload	$	23.7	$	24.5	$	69.3	$	151.9
Intermodal	15.7		11.1		37.3		64.8
Logistics	7.6		8.5		24.2		39.8
Other	(3.9)		2.6		(8.0)		8.6
Income from operations	$	43.1	$	46.7	$	122.8	$	265.1

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Depreciation and Amortization by Segment	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Truckload	$	74.3	$	70.2	$	224.6	$	205.4
Intermodal	13.3		13.3		40.2		39.8
Logistics	—		—		—		0.1
Other	14.3		13.3		42.4		36.5
Depreciation and amortization	$	101.9	$	96.8	$	307.2	$	281.8

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes and our Annual Report on Form 10-K for the year ended December 31, 2023.

INTRODUCTION

Company Overview

We are a transportation and logistics services company providing a multimodal portfolio of truckload, intermodal, and logistics solutions. Our diversified portfolio of complementary service offerings enables us to serve our customers’ varied transportation needs and to allocate capital in a manner that seeks to maximize returns across all market cycles and economic conditions. We continually monitor our performance and market conditions to ensure appropriate allocation of capital and resources to grow our businesses, while optimizing returns across reportable segments. Our strong balance sheet, scalable platform, and experienced operations team are supportive of our acquisition strategy, which includes acquiring high-quality businesses that meet our disciplined selection criteria to enhance our service offerings and broaden our customer base.

Our truckload services consist of over the road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers across either network or dedicated 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.

Our intermodal services consist of door-to-door container on flat car service through a combination of rail and dray transportation, in association with our rail providers. Our intermodal business uses company-owned containers, chassis, and trucks with primarily company dray drivers, augmented by third-party dray capacity.

Our logistics services consist of asset-light freight brokerage (including both traditional brokerage and Power Only services which leverage our nationwide company-owned trailer pools to match third-party capacity with customer demand), supply chain (including 3PL), warehousing, and import/export services. Our logistics business provides value-added services using both our assets and third-party capacity, augmented by our trailing assets, to manage and move our customers’ freight.

Our success depends on our ability to balance our transportation network and efficiently and effectively manage our resources in the delivery of truckload, intermodal, and logistics services to our customers. Resource requirements vary with customer demand, which may be subject to seasonal or general economic conditions. We believe that our ability to properly select freight and adapt to changes in customer transportation needs allows us to efficiently deploy resources and make capital investments in trucks, trailers, containers, and chassis or obtain qualified third-party capacity at reasonable prices.

Consistent with the transportation industry, our business can be seasonal across each of our segments, which generally translates to our reported revenues being the lowest in the first quarter and highest in the fourth quarter. Operating expenses tend to be higher in the winter months, primarily due to colder weather, which causes higher maintenance expense and higher fuel consumption from increased idle time.

RESULTS OF OPERATIONS

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, (4) adjusted net income, (5) adjusted EBITDA, and (6) free cash flow. We also provide reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Management believes the use of each of these non-GAAP measures assists investors in understanding our business by (1) removing the impact of items from our operating results that, in our opinion, do not reflect our core operating performance, (2) providing investors with the same information our management uses internally to assess our core operating performance, and (3) presenting comparable financial results between periods. 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. Fuel-related costs and their impact on our industry are important to our results of operations, but they are often independent of other, more relevant factors affecting our results of operations and our industry. 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.

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Although we believe these non-GAAP measures are useful to investors, they have limitations as analytical tools and may not be comparable to similar measures disclosed by other companies. You should not consider the non-GAAP measures in this report in isolation or as substitutes for, or alternatives to, analysis of our results as reported under GAAP. The exclusion of unusual or infrequent items or other adjustments reflected in the non-GAAP measures should not be construed as an inference that our future results will not be affected by unusual or infrequent items or by other items similar to such adjustments. Our management compensates for these limitations by relying primarily on our GAAP results in addition to using the non-GAAP measures.

Enterprise Summary

The following table includes key GAAP and non-GAAP financial measures for the consolidated enterprise. Adjustments to arrive at non-GAAP measures are made at the enterprise level, with the exception of fuel surcharge revenues, which are not included in segment revenues.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except ratios)	2024			2023			2024			2023
Operating revenues	$	1,315.7		$	1,352.0		$	3,951.4		$	4,127.2
Revenues (excluding fuel surcharge) (1)	1,177.6			1,179.4			3,508.6			3,619.8
Income from operations	43.1			46.7			122.8			265.1
Adjusted income from operations (2)	44.3			47.6			126.6			268.9
Operating ratio	96.7		%	96.5		%	96.9		%	93.6		%
Adjusted operating ratio (3)	96.2		%	96.0		%	96.4		%	92.6		%
Net income	$	30.6		$	35.6		$	84.4		$	211.1
Adjusted net income (4)	31.5			36.3			87.3			214.0
Adjusted EBITDA (5)	143.8			145.5			427.4			568.0
Cash flow from operations	206.4			182.9			486.6			486.1
Free cash flow (6)	113.4			52.7			212.0			57.8

(1)We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level. Included below is a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge).

(2)We define “adjusted income from operations” as income from operations, adjusted to exclude material items that do not reflect our core operating performance. Included below is a reconciliation of income from operations, which is the most directly comparable GAAP measure, to adjusted income from operations. Excluded items for the periods shown are explained in the table and notes below.

(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 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. Excluded items for the periods shown are explained below under our explanation of “adjusted income from operations.”

(5)We define “adjusted EBITDA” as net income, adjusted to exclude net interest expense, our provision for income taxes, depreciation and amortization, and certain 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 EBITDA.

(6)We define “free cash flow” as net cash provided by operating activities less net cash used for capital expenditures. Included below is a reconciliation of net cash provided by operating activities, which is the most directly comparable GAAP measure, to free cash flow.

Revenues (excluding fuel surcharge)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Operating revenues	$	1,315.7	$	1,352.0	$	3,951.4	$	4,127.2
Less: Fuel surcharge revenues	138.1		172.6		442.8		507.4
Revenues (excluding fuel surcharge)	$	1,177.6	$	1,179.4	$	3,508.6	$	3,619.8

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Adjusted income from operations


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Income from operations	$	43.1	$	46.7	$	122.8	$	265.1
Litigation and audit assessments (1)	—		—		—		2.9
Acquisition-related costs (2)	—		0.9		—		0.9

Intangible asset amortization (3)	1.2		—		3.8		—


Adjusted income from operations	$	44.3	$	47.6	$	126.6	$	268.9

(1)Includes $2.9 million for the nine months ended September 30, 2023 for charges related to adverse audit assessments for prior period state sales tax on rolling stock equipment used within that state. Refer to Note 12, Commitments and Contingencies, for additional details.

(2)Advisory, legal, and accounting costs related to the acquisition of M&M in 2023.

(3)Amortization expense related to intangible assets acquired through recent business acquisitions. As we finalized our purchase accounting adjustments related to intangible assets, we made the decision to exclude the related amortization expense from adjusted income from operations and adjusted net income beginning in the fourth quarter of 2023. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to transportation services provided to our customers.

Adjusted operating ratio


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except ratios)	2024			2023			2024			2023
Total operating expenses	$	1,272.6		$	1,305.3		$	3,828.6		$	3,862.1
Divide by: Operating revenues	1,315.7			1,352.0			3,951.4			4,127.2
Operating ratio	96.7		%	96.5		%	96.9		%	93.6		%

Total operating expenses	$	1,272.6		$	1,305.3		$	3,828.6		$	3,862.1
Adjusted for:
Fuel surcharge revenues	(138.1)			(172.6)			(442.8)			(507.4)
Litigation and audit assessments	—			—			—			(2.9)
Acquisition-related costs	—			(0.9)			—			(0.9)


Intangible asset amortization	(1.2)			—			(3.8)			—

Adjusted total operating expenses	$	1,133.3		$	1,131.8		$	3,382.0		$	3,350.9

Operating revenues	$	1,315.7		$	1,352.0		$	3,951.4		$	4,127.2
Less: Fuel surcharge revenues	138.1			172.6			442.8			507.4
Revenues (excluding fuel surcharge)	$	1,177.6		$	1,179.4		$	3,508.6		$	3,619.8

Adjusted operating ratio	96.2		%	96.0		%	96.4		%	92.6		%

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Adjusted net income


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Net income	$	30.6	$	35.6	$	84.4	$	211.1
Litigation and audit assessments	—		—		—		2.9
Acquisition-related costs	—		0.9		—		0.9



Intangible asset amortization	1.2		—		3.8		—
Income tax effect of non-GAAP adjustments (1)	(0.3)		(0.2)		(0.9)		(0.9)
Adjusted net income	$	31.5	$	36.3	$	87.3	$	214.0

(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. 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.

Adjusted EBITDA


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Net income	$	30.6	$	35.6	$	84.4	$	211.1
Interest expense, net	2.6		1.7		9.2		3.8
Provision for income taxes	8.7		10.5		26.6		67.5
Depreciation and amortization	101.9		96.8		307.2		281.8
Litigation and audit assessments	—		—		—		2.9
Acquisition-related costs	—		0.9		—		0.9
Adjusted EBITDA	$	143.8	$	145.5	$	427.4	$	568.0

Free cash flow


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Net cash provided by operating activities	$	206.4	$	182.9	$	486.6	$	486.1





Net capital expenditures	(93.0)		(130.2)		(274.6)		(428.3)
Free cash flow	$	113.4	$	52.7	$	212.0	$	57.8

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Enterprise Results Summary

Enterprise net income decreased $5.0 million, approximately 14%, in the third quarter of 2024 compared to the same quarter in 2023, primarily due to decreases in income from operations of $3.6 million. Total other expenses increased $3.2 million, driven by investment gains recorded in 2023. These changes were partially offset by the corresponding $1.8 million decrease in the provision for income taxes.

Adjusted net income decreased $4.8 million, approximately 13%.

Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues decreased $36.3 million, approximately 3%, in the third quarter of 2024 compared to the same quarter in 2023.

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Factors contributing to the decrease included:

•a $34.5 million decrease in fuel surcharge revenues resulting from decreased fuel prices;

•a $12.3 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order and a small decline in volume within our brokerage business due to freight market conditions;

•and a $3.1 million decrease in Truckload segment revenues (excluding fuel surcharge) primarily related to decreases in Network volume, offset by Dedicated growth;

Decreases were partially offset by:

•a $26.8 million increase in Other segment revenue, primarily the result of increased volumes within our leasing business;

•and a $1.7 million increase in Intermodal segment revenues (excluding fuel surcharge) attributable to an increase in orders.

Enterprise revenues (excluding fuel surcharge) decreased $1.8 million.

Enterprise Income from Operations and Operating Ratio

Enterprise income from operations decreased $3.6 million, approximately 8%, in the third quarter of 2024 compared to the same quarter in 2023, largely related to decreases in net revenue per order in Logistics and volume within Network resulting from ongoing market pressures. Lower gains on equipment sales, an increase in depreciation related to higher revenue equipment counts and cost per unit, increases in insurance expense, and a slight volume reduction within Logistics also contributed to the decrease. These factors were partially offset by an increase in Dedicated volume driven by growth, a slight increase in Intermodal volume, and declines in purchased transportation costs.

Adjusted income from operations decreased $3.3 million, approximately 7%.

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the third quarter of 2023.

Enterprise Operating Expenses

Key operating expense fluctuations are described below.

•Purchased transportation decreased $49.0 million, or 9%, quarter over quarter, resulting from declines in owner-operator purchased transportation costs within Truckload due to a reduction in owner-operator capacity and reduced third-party carrier costs within Logistics due to lower brokerage volume and purchased transportation costs per order.

•Salaries, wages, and benefits increased $7.4 million, or 2%, quarter over quarter. Despite the impacts of the M&M acquisition, salaries, wages, and benefits were comparable as incentives and healthcare were partially offset by lower wages.

•Fuel and fuel taxes for company trucks decreased $21.4 million, or 18%, quarter over quarter, due to a lower cost per gallon, partially offset by an increase in company driver miles. A significant portion of fuel costs are recovered through our fuel surcharge programs.

•Depreciation and amortization increased $5.1 million, or 5%, quarter over quarter, mainly due to additional depreciation expense incurred as a result of trailer and tractor growth within Dedicated and the cumulative impacts from the increased cost of equipment.

•Operating supplies and expenses—net increased $30.9 million, or 22%, quarter over quarter, largely resulting from increases in cost of goods sold in our leasing business and lower gains on sales of equipment due to a decrease in average sales price per unit.

•Insurance expense increased $9.8 million, or 37%, quarter over quarter, driven by an increase in auto liability insurance costs related to an increase in premiums and claims development.

•Other general expenses decreased $15.5 million, or 33%, quarter over quarter, primarily related to a reduction in professional services and bad debt expense.

Total Other Expenses

Total other expenses increased $3.2 million in the third quarter of 2024 compared to the same quarter in 2023 mainly due to a pre-tax net gain on our equity investments of $2.3 million in 2023.

Income Tax Expense

Our provision for income taxes decreased $1.8 million, or 17%, in the third quarter of 2024 compared to the same quarter in 2023, primarily due to lower taxable income. The effective income tax rate was 22.1% for the three months ended September 30, 2024 compared to 22.8% for the same quarter of 2023. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.

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Revenues and Income (Loss) from Operations by Segment

The following tables summarize revenues and income (loss) from operations by segment.


	Three Months Ended September 30,
Revenues by Segment (in millions)	2024		2023
Truckload	$	532.2	$	535.3
Intermodal	264.7		263.0
Logistics	313.7		326.0
Other	105.2		78.4
Fuel surcharge	138.1		172.6
Inter-segment eliminations	(38.2)		(23.3)
Operating revenues	$	1,315.7	$	1,352.0


	Three Months Ended September 30,
Income (Loss) from Operations by Segment (in millions)	2024		2023
Truckload	$	23.7	$	24.5
Intermodal	15.7		11.1
Logistics	7.6		8.5
Other	(3.9)		2.6
Income from operations	43.1		46.7
Adjustments:



Acquisition-related costs	—		0.9
Intangible asset amortization	1.2		—

Adjusted income from operations	$	44.3	$	47.6

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We monitor and analyze a number of KPIs to manage our business and evaluate our financial and operating performance.

Truckload

The following table presents our Truckload segment KPIs for the periods indicated, consistent with how revenues and expenses are reported internally for segment purposes. The two operations that make up our Truckload segment are as follows:

•Dedicated - Transportation services with equipment devoted to customers under long-term contracts.

•Network - Transportation services of one-way shipments.


	Three Months Ended September 30,
	2024			2023
Dedicated
Revenues (excluding fuel surcharge) (1)	$	347.5		$	324.9
Average trucks (2) (3)	6,617			6,358
Revenue per truck per week (4)	$	4,070		$	3,986
Network
Revenues (excluding fuel surcharge) (1)	$	185.2		$	210.1
Average trucks (2) (3)	3,780			4,319
Revenue per truck per week (4)	$	3,798		$	3,795
Total Truckload
Revenues (excluding fuel surcharge) (5)	$	532.2		$	535.3
Average trucks (2) (3)	10,397			10,677
Revenue per truck per week (4)	$	3,971		$	3,909
Average company trucks (3)	8,997			8,762
Average owner-operator trucks (3)	1,400			1,915
Trailers (6)	47,257			47,007
Operating ratio (7)	95.5		%	95.4		%

(1)Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.

(2)Includes company and owner-operator trucks.

(3)Calculated based on beginning and end of month counts and represents the average number of trucks available to haul freight over the specified timeframe.

(4)Calculated excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes, using weighted workdays.

(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level and, therefore does not sum with amounts presented above.

(6)Includes entire fleet of owned trailers, including trailers with leasing arrangements between Truckload and Logistics.

(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.

Truckload revenues (excluding fuel surcharge) decreased $3.1 million in the third quarter of 2024 compared to the same quarter in 2023. This was driven by a decrease in Network volume, partially offset by increases in Dedicated volumes due to organic growth and an increase in rate per loaded mile in Dedicated.

Truckload income from operations decreased $0.8 million, approximately 3%, in the third quarter of 2024 compared to the same quarter in 2023. In addition to the revenue impacts listed above, other items contributing to the decrease include an increase in salaries and wages expense largely due to the M&M acquisition, increased insurance premium expense, and lower gains on equipment sales. This was partially offset by decreased purchased transportation costs driven by a reduction in owner operator capacity.

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Intermodal

The following table presents the KPIs for our Intermodal segment for the periods indicated.


	Three Months Ended September 30,
	2024			2023
Orders (1)	106,345			105,351
Containers	26,603			27,185
Trucks	1,417			1,457
Revenue per order (2)	$	2,470		$	2,461
Operating ratio (3)	94.1		%	95.8		%

(1)Based on delivered rail orders.

(2)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.

(3)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.

Intermodal revenues (excluding fuel surcharge) increased $1.7 million, approximately 1%, in the third quarter of 2024 compared to the same quarter in 2023 primarily due to an increase in volume and revenue per order driven by freight mix which impacted length of haul.

Intermodal income from operations increased $4.6 million, approximately 41%, in the third quarter of 2024 compared to the same quarter in 2023. Factors contributing to the increase include the revenue impacts cited above and a decrease in rail related and dray execution costs, combined with other cost control measures.

Logistics

The following table presents the KPI for our Logistics segment for the periods indicated.


	Three Months Ended September 30,
	2024		2023
Operating ratio (1)	97.6	%	97.4	%

(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 $12.3 million, approximately 4%, in the third quarter of 2024 compared to the same quarter in 2023. This was primarily due to a decrease in brokerage revenue per order and a slight reduction in brokerage volume driven by freight market conditions.

Logistics income from operations decreased $0.9 million, approximately 11%, in the third quarter of 2024 compared to the same quarter in 2023 primarily due to a decrease in net revenue per order.

Other

Other income from operations decreased $6.5 million in the third quarter of 2024 compared to the same quarter in 2023, driven by a decrease in earnings within our leasing business.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Enterprise Results Summary

Enterprise net income decreased $126.7 million, approximately 60%, in the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to a $142.3 million decrease in income from operations and a $25.3 million unfavorable change in total other expenses (income)—net related largely to decreased gains on our equity investments and lower interest income. Decreases were partially offset by the corresponding $40.9 million decrease in the provision for income taxes. In the nine months ended September 30, 2024, the Company recognized pre-tax net losses of $0.2 million compared to $20.0 million in pre-tax gains on our equity investments during the nine months ended September 30, 2023.

Adjusted net income decreased $126.7 million, approximately 59%.

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Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues decreased $175.8 million, approximately 4%, in the nine months ended September 30, 2024 compared to the same period in 2023.

Factors contributing to the decrease were as follows:

•a $94.2 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by reduced revenue per order and a decline in brokerage volumes due to freight market conditions;

•a $64.6 million decrease in fuel surcharge revenues resulting from lower fuel prices;

•and a $25.1 million decrease in Intermodal segment revenues (excluding fuel surcharge) due to a decrease in revenue per order;

•partially offset by a $5.6 million increase in Truckload segment revenues (excluding fuel surcharge) driven by Dedicated growth, including the M&M acquisition, and increases in Dedicated revenue per truck per week. This was partially offset by declines in revenue within our Network business due to decreases in volume from ongoing soft market conditions and Network revenue per truck per week.

Enterprise revenues (excluding fuel surcharge) decreased $111.2 million, approximately 3%.

Enterprise Income from Operations and Operating Ratio

Enterprise income from operations decreased $142.3 million, approximately 54%, in the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to decreases in net revenue per order in Logistics, rate per total mile within Network, revenue per order in Intermodal, and volume declines within our brokerage business driven by continued downward pressure on brokerage demand. Other factors contributing to the decrease included an increase in driver wages largely from the M&M acquisition, increased cost of goods sold in our leasing business, reduced gains on equipment sales, increases in insurance expense, and increased depreciation due to higher revenue equipment counts and cost per unit. These decreases were partially offset by an increase in Dedicated volumes attributable to organic and acquisitive growth, inclusive of the M&M acquisition, and reduced purchased transportation costs.

Adjusted income from operations decreased $142.3 million, approximately 53%.

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 of 2023.

Enterprise Operating Expenses

Key operating expense fluctuations are described below.

•Purchased transportation costs decreased $141.9 million, or 9%, period over period, primarily resulting from reduced 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 within Truckload driven by a reduction in owner-operator capacity.

•Salaries, wages, and benefits increased $51.5 million, or 5%, period over period. Apart from the effects of the M&M acquisition, salaries, wages, and benefits were comparable to the prior year as incentives and health care were partially offset by lower wages.

•Fuel and fuel taxes for company trucks decreased $22.8 million, or 7%, period over period, driven by a lower cost per gallon, partially offset by an increase in company driver miles within Truckload. A significant portion of fuel costs are recovered through our fuel surcharge programs.

•Depreciation and amortization increased $25.4 million, or 9%, period over period, mainly due to additional depreciation expense resulting from trailer and tractor growth within Dedicated, the ongoing impacts from the increased cost of equipment, and incremental depreciation and amortization expense related to the M&M acquisition.

•Operating supplies and expenses—net increased $53.2 million, or 12%, period over period, driven by an increase in cost of goods sold in our leasing business and a reduction in gains on equipment sales due to a decrease in average sale price. These factors were partially offset by a decrease in equipment rental expense as a result of improved port fluidity and lower rail storage expense.

•Insurance and related expenses increased $23.7 million, or 31%, period over period, driven by an increase in auto liability insurance costs related to an increase in premiums and claims development.

•Other general expenses decreased $22.6 million, or 20%, period over period, largely related to a reduction in bad debt expense along with a decrease in professional services and driver recruiting costs.

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Total Other Expenses (Income)

Total other income decreased $25.3 million, approximately 187%, in the nine months ended September 30, 2024 compared to the same period in 2023. This change was primarily driven by pre-tax net losses on our equity investments of $0.2 million in 2024 compared to pre-tax net gains of $20.0 million in 2023. Interest income also decreased $3.6 million in 2024 compared to 2023 primarily due to lower cash balances. See Note 5, Investments, for more information on our equity investments.

Income Tax Expense

Our provision for income taxes decreased $40.9 million, approximately 61%, in the nine months ended September 30, 2024 compared to the same period in 2023 due to lower taxable income. The effective income tax rate was 24.0% for the nine months ended September 30, 2024 compared to 24.2% for the same period in 2023. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.

Revenues and Income (Loss) from Operations by Segment

The following tables summarize revenues and income (loss) from operations by segment.


	Nine Months Ended September 30,
Revenues by Segment (in millions)	2024		2023
Truckload	$	1,610.6	$	1,605.0
Intermodal	765.0		790.1
Logistics	957.4		1,051.6
Other	295.1		249.5
Fuel surcharge	442.8		507.4
Inter-segment eliminations	(119.5)		(76.4)
Operating revenues	$	3,951.4	$	4,127.2


	Nine Months Ended September 30,
Income (Loss) from Operations by Segment (in millions)	2024		2023
Truckload	$	69.3	$	151.9
Intermodal	37.3		64.8
Logistics	24.2		39.8
Other	(8.0)		8.6
Income from operations	122.8		265.1
Adjustments:
Litigation and audit assessments	—		2.9
Acquisition-related costs	—		0.9


Intangible asset amortization	3.8		—

Adjusted income from operations	$	126.6	$	268.9

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We monitor and analyze a number of KPIs to manage our business and evaluate our financial and operating performance.

Truckload

•Dedicated - Transportation services with equipment devoted to customers under long-term contracts.

•Network - Transportation services of one-way shipments.


	Nine Months Ended September 30,
	2024			2023
Dedicated
Revenues (excluding fuel surcharge) (1)	$	1,035.3		$	930.7
Average trucks (2) (3)	6,672			6,115
Revenue per truck per week (4)	$	4,020		$	3,958
Network
Revenues (excluding fuel surcharge) (1)	$	575.2		$	674.4
Average trucks (2) (3)	3,980			4,392
Revenue per truck per week (4)	$	3,744		$	3,993
Total Truckload
Revenues (excluding fuel surcharge) (5)	$	1,610.6		$	1,605.0
Average trucks (2) (3)	10,652			10,507
Revenue per truck per week (4)	$	3,917		$	3,972
Average company trucks (3)	9,083			8,570
Average owner-operator trucks (3)	1,569			1,937
Trailers (6)	47,257			47,007
Operating ratio (7)	95.7		%	90.5		%

(1)Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.

(2)Includes company and owner-operator trucks.

(3)Calculated based on beginning and end of month counts and represents the average number of trucks available to haul freight over the specified timeframe.

(4)Calculated excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes, using weighted workdays.

(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level and, therefore does not sum with amounts presented above.

(6)Includes entire fleet of owned trailers, including trailers with leasing arrangements between Truckload and Logistics.

(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.

Truckload revenues (excluding fuel surcharge) increased $5.6 million in the nine months ended September 30, 2024 compared to the same period in 2023. Dedicated volume increased 8% due to organic new business growth and the acquisition of M&M, offset by a reduction in Network volume and rate per loaded mile due to market conditions.

Truckload income from operations decreased $82.6 million, approximately 54%, in the nine months ended September 30, 2024 compared to the same period in 2023. Factors contributing to the decrease include the revenue impacts of Network listed above, increased wages largely as a result of the M&M acquisition, a decrease in gains on equipment sales, increased insurance premium expense, and an increase in depreciation expense as a result of growth within Dedicated (including the M&M acquisition). This was partially offset by a decrease in purchased transportation costs driven by reduced owner operator capacity.

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Intermodal

The following table presents the KPIs for our Intermodal segment for the periods indicated.


	Nine Months Ended September 30,
	2024			2023
Orders (1)	309,927			308,718
Containers	26,603			27,185
Trucks	1,417			1,457
Revenue per order (2)	$	2,452		$	2,573
Operating ratio (3)	95.1		%	91.8		%

(1)Based on delivered rail orders.

(2)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.

(3)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.

Intermodal revenues (excluding fuel surcharge) decreased $25.1 million, approximately 3%, in the nine months ended September 30, 2024 compared to the same period in 2023. This was driven by market conditions which led to a $121, or 5%, decrease in revenue per order.

Intermodal income from operations decreased $27.5 million, approximately 42%, in the nine months ended September 30, 2024 compared to the same period in 2023 mainly resulting from the decreased revenue per order, partially offset by internal cost measures, network optimization, and improved dray productivity.

Logistics

The following table presents the KPI for our Logistics segment for the periods indicated.


	Nine Months Ended September 30,
	2024		2023
Operating ratio (1)	97.5	%	96.2	%

(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 $94.2 million, approximately 9%, in the nine months ended September 30, 2024 compared to the same period in 2023. This was mainly the result of decreases in revenue per order and volume within our brokerage business, as well as reduced port dray revenues due to improved port fluidity in 2024.

Logistics income from operations decreased $15.6 million, approximately 39%, in the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to reductions in net revenue per order and volume.

Other

Other income from operations decreased $16.6 million in the nine months ended September 30, 2024 compared to the same period in 2023. The change was primarily due to 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. See Note 12, Commitments and Contingencies, for more information.

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. Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses. Our capital expenditures consist primarily of transportation equipment and information technology.

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Historically, our primary source of liquidity has been cash flow from operations. 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 September 30, 2024 was $305.7 million. Our revolving credit facility also allows us to request an additional increase in total commitment by up to $150.0 million. We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity. Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control.

The following table presents our cash and cash equivalents, marketable securities, and outstanding debt and finance lease obligations as of the dates shown.


(in millions)	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	179.0	$	102.4
Marketable securities	52.6		57.2
Total cash, cash equivalents, and marketable securities	$	231.6	$	159.6

Debt:
Senior notes	$	185.0	$	185.0
Credit agreement	—		45.0
Receivables purchase agreement	70.0		60.0
Finance leases	8.7		12.1
Total debt	$	263.7	$	302.1

Debt

As of September 30, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes. See Note 7, Debt and Credit Facilities, for information about our financing arrangements.

Cash Flows

The following table summarizes the changes to our net cash flows provided by (used in) operating, investing, and financing activities for the periods indicated.


	Nine Months Ended September 30,
(in millions)	2024		2023
Net cash provided by operating activities	$	486.6	$	486.1
Net cash used in investing activities	(287.1)		(776.8)
Net cash used in financing activities	(122.9)		(36.5)

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Operating Activities

Net cash provided by operating activities increased $0.5 million in the first nine months of 2024 compared to the same period in 2023. The increase in cash provided by working capital was largely offset by a decrease in net income adjusted for various noncash items. Working capital changes were driven by increases in cash provided by receivables, other liabilities, claims reserves, and other assets, partially offset by an increase in cash used for payables.

Investing Activities

Net cash used in investing activities decreased $489.7 million, approximately 63%, in the first nine months of 2024 compared to the same period in 2023. The decrease in cash used was primarily related to decreases in cash used for acquisitions, net capital expenditures, purchases of lease equipment, investments in equity securities, and purchases of marketable securities.

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Net Capital Expenditures

The following table sets forth our net capital expenditures for the periods indicated.


	Nine Months Ended September 30,
(in millions)	2024		2023
Purchases of transportation equipment	$	328.1	$	500.6
Purchases of other property and equipment	27.8		33.9
Proceeds from sale of property and equipment	(81.3)		(106.2)
Net capital expenditures	$	274.6	$	428.3

Net capital expenditures decreased $153.7 million in the first nine months of 2024 compared to the same period in 2023. The decrease was driven by a $172.5 million decrease in purchases of transportation equipment mainly due to higher spend on growth and replacement equipment in 2023. Proceeds from sale of property and equipment decreased year over year primarily due to lower proceeds per sale.

Financing Activities

Net cash used in financing activities increased $86.4 million, approximately 237%, in the first nine months of 2024 compared to the same period in 2023. The increase was due to $35.0 million of net payments under revolving credit agreements during the first nine months of 2024 compared to $91.0 million of net proceeds in the same period in 2023. Additionally, proceeds from long-term debt decreased $50.0 million year over year. These amounts were partially offset by decreases in payments on long-term debt of $69.3 million and treasury stock repurchases of $21.5 million.

Other Considerations that Could Affect Our Results, Liquidity, or Capital Resources

Factors that Could Result in a Goodwill Impairment

Goodwill is tested for impairment at least annually using the discounted cash flow, guideline public company, and guideline transaction methods, as applicable, to calculate the fair values of our reporting units. Key inputs used in the discounted cash flow approach include growth rates for sales and operating profit, perpetuity growth assumptions, and discount rates. Key inputs used in the guideline public company and guideline transaction methods include EBITDA valuation multiples of comparable companies and transactions. If interest rates rise or EBITDA valuation multiples of comparable companies and transactions decline, the calculated fair values of our reporting units will decrease, which could impact the results of our goodwill impairment tests.

We will perform our annual evaluation of goodwill for impairment as of October 31, 2024, with such analysis expected to be finalized during the fourth quarter. As part of our annual process of updating our goodwill impairment evaluation, we will assess the impact of current operating results and our resulting management actions to determine whether they have an impact on the long-term valuation of reporting units and the related recoverability of our goodwill.

Off-Balance Sheet Arrangements

As of September 30, 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.

Contractual Obligations

See the disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2023 for our contractual obligations as of December 31, 2023. There were no material changes to our contractual obligations during the nine months ended September 30, 2024.

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CRITICAL ACCOUNTING ESTIMATES

We have reviewed our critical accounting policies and considered whether new critical accounting estimates or other significant changes to our accounting policies require additional disclosures. We have found that the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2023 are still current and that there have been no significant changes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks have not changed significantly from the market risks discussed in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 23, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to various lawsuits in the ordinary course of its business. For information relating to legal proceedings, see Note 12, Commitments and Contingencies, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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 September 30, 2024.


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)
July 1, 2024 - July 31, 2024	133,896	$	24.59	133,896	$	54.8
August 1, 2024 - August 31, 2024	12,000	27.63		12,000	54.5
September 1, 2024 - September 30, 2024	—	—		—	54.5
Total	145,896			145,896

(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. 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 September 30, 2024, the Company had $54.5 million remaining available to repurchase.

Limitation Upon Payment of Dividends

The 2022 Credit Facility includes covenants limiting our ability to pay dividends or make distributions on our capital stock if a default exists under the 2022 Credit Facility or would be caused by giving effect to such dividend.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

Incorporated by Reference Herein

Exhibit

Number

Exhibit Description

Form

Exhibit

File No.

Filing Date

31.1*

Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104*

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL

* Filed herewith.

** Furnished herewith.

+ Constitutes a management contract or compensatory plan or arrangement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Schneider National, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		SCHNEIDER NATIONAL, INC.

Date:	November 6, 2024	/s/ Darrell G. Campbell
		Darrell G. Campbell
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

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Date	Price Target	Rating	Analyst
11/12/2024	$32.00 → $30.00	Neutral → Sell	Citigroup
11/8/2024	$28.00 → $32.00	Buy	TD Cowen
11/7/2024	$34.00	Underperform → Buy	BofA Securities
10/9/2024	$29.00	Neutral	Citigroup
8/8/2024	$25.00	Buy → Hold	Stifel
7/22/2024	$23.00	Neutral → Underperform	BofA Securities
6/7/2024	$23.00	Equal Weight	Wells Fargo
5/15/2024		Mkt Perform	Raymond James

SEC Form 10-Q filed by Schneider National Inc.

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