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, 2023~~March 31, 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 24, 2023,~~April 25, 2024, the registrant had 83,029,500 shares of Class A common stock, no par value, outstanding and ~~93,417,155~~92,545,898 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, 2023~~March 31, 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

Note 7

Goodwill and Other Intangible Assets

1411

Note 8

Debt and Credit Facilities

Note 9

Note 10

Note 11

Share-Based Compensation

1714

Note 12

Commitments and Contingencies

1714

Note 13

Segment Reporting

1715

ITEM 2.

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

1916

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

3326

ITEM 4.

Controls and Procedures

3326

PART II. OTHER INFORMATION

ITEM 1.

ITEM 1A.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3427

ITEM 3.

Defaults Upon Senior Securities

3427

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
~~deBoer~~			~~deBoer Transportation, Inc.~~
EBITDA			Earnings Before Interest, Taxes, Depreciation, &and Amortization
~~ERP~~			~~Enterprise Resource Planning~~
GAAP			United States Generally Accepted Accounting Principles
~~IAS~~			~~International Accounting Standards~~

IPO			Initial Public Offering
KPI			Key Performance Indicator
~~LIBOR~~			~~London InterBank Offered Rate~~
M&A			Mergers and Acquisitions
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
~~WSL~~			~~Watkins and Shepard Trucking, Inc. and Lodeso, Inc. These businesses were acquired simultaneously in June 2016.~~

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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, ~~among others,~~ 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 ~~tight~~ 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 heavy-duty 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,
		2023		2022		2023		2022
Operating revenues	Operating revenues	$	1,352.0	$	1,675.3	$	4,127.2	$	5,042.7
Operating revenues
Operating revenues
Operating expenses:
Operating expenses:
Operating expenses:	Operating expenses:
Purchased transportation	Purchased transportation	540.0		735.0		1,634.9		2,254.0
Purchased transportation
Purchased transportation
Salaries, wages, and benefits
Salaries, wages, and benefits
Salaries, wages, and benefits	Salaries, wages, and benefits	340.4		356.0		1,003.7		1,034.4
Fuel and fuel taxes	Fuel and fuel taxes	115.7		133.4		325.5		390.9
Fuel and fuel taxes
Fuel and fuel taxes
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	96.8		88.2		281.8		258.3
Operating supplies and expenses—net	Operating supplies and expenses—net	138.5		149.7		427.0		392.0
Operating supplies and expenses—net
Operating supplies and expenses—net
Insurance and related expenses	Insurance and related expenses	26.6		26.5		77.0		78.0
Insurance and related expenses
Insurance and related expenses
Other general expenses
Other general expenses
Other general expenses	Other general expenses	47.3		41.1		112.2		178.0

Total operating expenses	Total operating expenses	1,305.3		1,529.9		3,862.1		4,585.6

Total operating expenses

Total operating expenses
Income from operations
Income from operations
Income from operations	Income from operations	46.7		145.4		265.1		457.1
Other expenses (income):	Other expenses (income):
Other expenses (income):
Other expenses (income):
Interest income
Interest income
Interest income	Interest income	(1.6)		(0.8)		(6.3)		(1.5)
Interest expense	Interest expense	3.3		2.1		10.1		7.1
Other income—net		(1.1)		(23.6)		(17.3)		(12.3)
Total other expenses (income)—net		0.6		(22.3)		(13.5)		(6.7)
Interest expense
Interest expense
Other expenses (income)—net
Other expenses (income)—net
Other expenses (income)—net
Total other expense (income)—net
Total other expense (income)—net
Total other expense (income)—net
Income before income taxes
Income before income taxes
Income before income taxes	Income before income taxes	46.1		167.7		278.6		463.8
Provision for income taxes	Provision for income taxes	10.5		41.9		67.5		116.1
Provision for income taxes
Provision for income taxes
Net income
Net income
Net income	Net income	35.6		125.8		211.1		347.7
Other comprehensive income (loss):	Other comprehensive income (loss):
Other comprehensive income (loss):
Other comprehensive income (loss):
Foreign currency translation adjustment—net	Foreign currency translation adjustment—net	(0.2)		(0.1)		0.4		—
Net unrealized losses on marketable securities—net of tax		(0.5)		(1.3)		(0.4)		(3.9)
Total other comprehensive loss—net		(0.7)		(1.4)		—		(3.9)
Foreign currency translation adjustment—net
Foreign currency translation adjustment—net
Net unrealized gains (losses) on marketable securities—net of tax
Net unrealized gains (losses) on marketable securities—net of tax
Net unrealized gains (losses) on marketable securities—net of tax
Total other comprehensive income (loss)—net
Total other comprehensive income (loss)—net
Total other comprehensive income (loss)—net
Comprehensive income
Comprehensive income
Comprehensive income	Comprehensive income	$	34.9	$	124.4	$	211.1	$	343.8

Weighted average shares outstanding	Weighted average shares outstanding	176.9		178.0		177.7		177.9

Weighted average shares outstanding

Weighted average shares outstanding
Basic earnings per share
Basic earnings per share
Basic earnings per share	Basic earnings per share	$	0.20	$	0.71	$	1.19	$	1.95

Weighted average diluted shares outstanding	Weighted average diluted shares outstanding	177.7		178.7		178.5		178.6

Weighted average diluted shares outstanding

Weighted average diluted shares outstanding
Diluted earnings per share	Diluted earnings per share	$	0.20	$	0.70	$	1.18	$	1.95
Diluted earnings per share
Diluted earnings per share

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,
		2023		2022
		March 31,
		March 31,
		March 31,					December 31,
	2024					2024		2023
Assets	Assets
Current Assets:	Current Assets:
Current Assets:
Current Assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	58.5	$	385.7
Marketable securities	Marketable securities	56.4		45.9
Trade accounts receivable—net of allowance of $16.8 million and $13.7 million, respectively		612.1		643.7
Trade accounts receivable—net of allowance of $13.4 million and $15.0 million, respectively
Other receivables	Other receivables	72.8		21.3
Current portion of lease receivables—net of allowance of $0.9 million and $1.3 million, respectively		102.7		111.2
Current portion of lease receivables—net of allowance of $1.0 million
Inventories—net	Inventories—net	113.8		53.0
Prepaid expenses and other current assets	Prepaid expenses and other current assets	130.7		89.5
Total current assets	Total current assets	1,147.0		1,350.3
Noncurrent Assets:	Noncurrent Assets:
Property and equipment:	Property and equipment:
Property and equipment:
Property and equipment:
Transportation equipment
Transportation equipment
Transportation equipment	Transportation equipment	3,707.6		3,410.7
Land, buildings, and improvements	Land, buildings, and improvements	227.9		219.0
Other property and equipment	Other property and equipment	179.3		174.1
Total property and equipment	Total property and equipment	4,114.8		3,803.8
Less accumulated depreciation	Less accumulated depreciation	1,557.2		1,523.8
Net property and equipment	Net property and equipment	2,557.6		2,280.0
Lease receivables	Lease receivables	142.3		163.1
Internal use software and other noncurrent assets	Internal use software and other noncurrent assets	400.6		296.6
Goodwill	Goodwill	332.8		228.2
Total noncurrent assets	Total noncurrent assets	3,433.3		2,967.9
Total Assets	Total Assets	$	4,580.3	$	4,318.2
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity
Current Liabilities:	Current Liabilities:
Current Liabilities:
Current Liabilities:
Trade accounts payable
Trade accounts payable
Trade accounts payable	Trade accounts payable	$	281.1	$	276.7
Accrued salaries, wages, and benefits	Accrued salaries, wages, and benefits	74.0		97.8
Claims accruals—current	Claims accruals—current	76.0		75.5
Current maturities of debt and finance lease obligations	Current maturities of debt and finance lease obligations	70.5		73.3
Other current liabilities	Other current liabilities	109.0		113.6
Total current liabilities	Total current liabilities	610.6		636.9
Noncurrent Liabilities:	Noncurrent Liabilities:
Long-term debt and finance lease obligations	Long-term debt and finance lease obligations	218.5		141.8
Long-term debt and finance lease obligations
Long-term debt and finance lease obligations
Claims accruals—noncurrent	Claims accruals—noncurrent	96.9		95.2
Deferred income taxes	Deferred income taxes	589.8		538.2
Other noncurrent liabilities	Other noncurrent liabilities	107.4		68.9
Total noncurrent liabilities	Total noncurrent liabilities	1,012.6		844.1
Total Liabilities	Total Liabilities	1,623.2		1,481.0
Commitments and Contingencies (Note 12)	Commitments and Contingencies (Note 12)
Shareholders’ Equity:	Shareholders’ Equity:
Shareholders’ Equity:
Shareholders’ Equity:
Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding
Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding
Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding	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 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, 93,949,391 and 95,655,907 shares issued, and 93,567,035 and 94,993,144 shares outstanding, respectively		—		—
Class B common shares, no par value, 750,000,000 shares authorized, 95,927,043 and 95,796,669 shares issued, and 92,844,330 and 92,931,242 shares outstanding, respectively
Additional paid-in capital	Additional paid-in capital	1,592.8		1,584.4
Retained earnings	Retained earnings	1,420.3		1,257.8
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(5.0)		(5.0)
Treasury stock at cost (1,869,474 and no shares)		(51.0)		—
Treasury stock at cost (3,068,034 and 2,505,267 shares)
Total Shareholders’ Equity	Total Shareholders’ Equity	2,957.1		2,837.2
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	4,580.3	$	4,318.2

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,
2023 2022
Operating Activities:
Net income $ 211.1 $ 347.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 281.8 258.3
Gains on sales of property and equipment—net (29.2) (75.2)
Proceeds from lease receipts 57.7 62.3
Deferred income taxes 51.7 72.4
Long-term incentive and share-based compensation expense 13.4 12.6
Gains on investments in equity securities—net (20.5) (15.8)
Other noncash items—net 0.8 (15.2)
Changes in operating assets and liabilities:
Receivables (5.0) (26.5)
Other assets (39.9) (53.8)
Payables (24.5) 5.0
Claims reserves and other receivables—net 0.4 6.3
Other liabilities (11.7) 0.2
Net cash provided by operating activities 486.1 578.3
Investing Activities:
Purchases of transportation equipment (500.6) (321.1)
Purchases of other property and equipment (33.9) (38.4)
Proceeds from sale of property and equipment 106.2 101.1
Proceeds from sale of off-lease inventory 24.1 19.9
Purchases of lease equipment (95.0) (80.4)
Proceeds from marketable securities 5.2 4.2
Purchases of marketable securities (16.2) (4.6)
Investments in equity securities and equity method investment (17.1) (24.1)
Investment in note receivable (10.0) —
Acquisition of businesses, net of cash acquired (239.5) (28.1)
Net cash used in investing activities (776.8) (371.5)
Financing Activities:
Proceeds under revolving credit agreements 166.0 —
Payments under revolving credit agreements (75.0) —
Proceeds from long-term debt 50.0 —
Payments of debt and finance lease obligations (72.8) (61.3)
Dividends paid (47.7) (41.4)
Repurchases of common stock (51.0) —
Other financing activities (6.0) 0.8
Net cash used in financing activities (36.5) (101.9)
Net increase (decrease) in cash and cash equivalents (327.2) 104.9
Cash and Cash Equivalents:
Beginning of period 385.7 244.8
End of period $ 58.5 $ 349.7

~~Table of Contents~~

Three Months Ended
March 31,

2024

2023

Operating Activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Gains on sales of property and equipment—net

Proceeds from lease receipts

Deferred income taxes

Long-term incentive and share-based compensation expense

(Gains) losses on investments in equity securities—net

Other noncash items—net

Changes in operating assets and liabilities:

Receivables

Other assets

Payables

Claims reserves and receivables—net

Other liabilities

Net cash provided by operating activities

Investing Activities:

Purchases of transportation equipment

Purchases of other property and equipment

Proceeds from sale of property and equipment

Proceeds from sale of off-lease inventory

Purchases of lease equipment

Proceeds from marketable securities

Purchases of marketable securities

Investments in equity securities and equity method investment

Investment in note receivable

Net cash used in investing activities

Financing Activities:

Proceeds under revolving credit agreements

Payments under revolving credit agreements

Payments of debt and finance lease obligations

Dividends paid

Repurchases of common stock

Other financing activities

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Cash and Cash Equivalents:

Beginning of period

End of period

Additional Cash Flow Information:

Noncash investing and financing activity:

Transportation and lease equipment purchases in accounts payable

40.3

50.4

Dividends declared but not yet paid

17.0

16.1

Sale of assets in exchange for notes receivable

—

2.3

Noncash equity method investment

3.3

—

Cash paid during the period for:

Interest

7.8

8.3

Interest

Income taxes—net of refunds

65.1

38.0

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, 2021 $ — $ 1,566.0 $ 857.8 $ — $ — $ 2,423.8
Net income — — 92.1 — — 92.1
Other comprehensive loss — — — (1.5) — (1.5)
Share-based compensation expense — 5.4 — — — 5.4
Dividends declared at $0.08 per share of Class A and Class B common shares — — (14.9) — — (14.9)
Share issuances — 0.1 — — — 0.1
Exercise of employee stock options — 2.3 — — — 2.3
Shares withheld for employee taxes — (2.4) — — — (2.4)
Balance—March 31, 2022 — 1,571.4 935.0 (1.5) — 2,504.9
Net income — — 129.8 — — 129.8
Other comprehensive loss — — — (1.0) — (1.0)
Share-based compensation expense — 3.4 — — — 3.4
Dividends declared at $0.08 per share of Class A and Class B common shares — — (14.2) — — (14.2)
Exercise of employee stock options — 0.9 — — — 0.9
Balance—June 30, 2022 — 1,575.7 1,050.6 (2.5) — 2,623.8
Net income — — 125.8 — — 125.8
Other comprehensive loss — — — (1.4) — (1.4)
Share-based compensation expense — 4.1 — — — 4.1
Dividends declared at $0.08 per share of Class A and Class B common shares — — (14.4) — — (14.4)
Balance—September 30, 2022 $ — $ 1,579.8 $ 1,162.0 $ (3.9) $ — $ 2,737.9

~~Table of Contents~~


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

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

Balance—December 31, 2023

Balance—December 31, 2023

Balance—December 31, 2023
Net income	Net income	—				—			77.5			—			—			77.5
Other comprehensive loss	Other comprehensive loss	—				—			—			(0.1)			—			(0.1)
Share-based compensation expense	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)
Dividends declared at $0.095 per share of Class A and Class B common shares
Repurchases of common stock	Repurchases of common stock	—				—			—			—			(36.1)			(36.1)

Exercise of employee stock options
Exercise of employee stock options
Exercise of employee stock options
Shares withheld for employee taxes
Balance—March 31, 2024

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

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 effective movement of customer products. The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental U.S., Canada, and Mexico.

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, ~~2022.~~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.

~~Government Grants~~

We have received funding from various California state organizations to be used towards the electrification of a portion of our fleet, inclusive of battery electric vehicles (“BEVs”) and charging stations. As there is no specific guidance under GAAP, we have elected to account for such grants under IAS 20, ~~Accounting for Government Grants and Disclosure of Government Assistance~~, using the gross presentation model for the balance sheet and the net presentation model for the income statement. In accordance with IAS 20’s net presentation model, government grants can be offset against the related expenditures on the income statement when there is reasonable assurance that (1) the recipient will comply with the relevant conditions and (2) the grant will be received.

For the three and nine months ended September 30, 2023, the Company placed assets in service that were covered by grants from the Environmental Protection Agency’s Targeted Airshed Grant (administered by the California Air Resources Board) and the South Coast Air Quality Management District’s Joint Electric Truck Scaling Initiative. Under the former, funds were paid directly to the manufacturer and reflected as a reduction in the invoiced amount, and under the latter, the Company paid the full amount up front and will apply for reimbursement of qualified expenses. As of September 30, 2023, the Company believes the above conditions have been met and during the three and nine months ended September 30, 2023, depreciation and amortization expense was reduced by $0.5 million and $0.7 million, respectively, in the consolidated statements of comprehensive income. As of September 30, 2023, the Company’s consolidated balance sheets included $16.1 million of grant receivables within other receivables and $2.3 million and $13.8 million in deferred grant income within other current liabilities and other noncurrent liabilities, respectively.

~~Property and Equipment~~

Gains and losses on property and equipment are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net on the consolidated statements of comprehensive income. For the three months ended September 30, 2023 and 2022, we recognized $6.4 million and $11.4 million of net gains on the sale of property and equipment, respectively, and for the nine months ended September 30, 2023 and 2022, we recognized $29.2 million and $75.2 million of net gains on the sale of property and equipment, respectively. Net gains during 2022 were primarily related to the sale of the Company’s Canadian facility.

New Accounting Pronouncements

On ~~July 26,~~November 27, 2023, the ~~SEC adopted amendments intended~~FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to ~~enhance~~Reportable Segment Disclosures. This ASU provides additional guidance on reportable segment disclosures, including information on significant segment expenses and ~~standardize~~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 are currently evaluating the impacts of the new standard.

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 ~~cybersecurity.~~rate reconciliations by requiring entities to disclose items meeting a quantitative threshold and eight categories. The amendments require timely disclosure of material cybersecurity incidents and annual disclosures related to cybersecurity risk management, strategy, and governance. These annual disclosures will be required beginning with reportsstandard is effective for fiscal years ~~ending~~beginning after December 15, ~~2023.~~2024 with early adoption permitted. We do not believe ~~the adoption of~~that this standard will have a material ~~impact~~effect on our consolidated financial statements or disclosures.

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2. ACQUISITIONS

M&M Transport Services, LLC

On August 1, 2023 (“Acquisition Date”), we acquired 100% of the membership interest in M&M for ~~$243.1~~$243.8 million, inclusive of cash and other working capital adjustments. M&M is a dedicated trucking company located primarily in New England with nearly 500 tractors and 1,900 trailers which we believe complements our dedicated operations.

The acquisition of M&M was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair value as of the Acquisition Date. These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation. Fair value estimates of acquired transportation equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets with key assumptions based on the market approach. The assistance of an independent third-party valuation firm was used to determine the estimated fair values and useful lives of finite-lived intangible assets including customer relationships and trademarks. Valuation methods used were the multi-period excess earnings method and relief from royalty method for customer relationships and trademarks, respectively. Non-compete agreements were recorded based on amount paid at closing.

The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload reporting segment. The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes.

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Acquisition-related costs, which consist of fees incurred for advisory, legal, and accounting services were ~~$0.9 million~~not material and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the three ~~and nine~~ months ended ~~September 30, 2023.~~March 31, 2024.

The following table summarizes the preliminary purchase price allocation for M&M, including any adjustments during the measurement period.


Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)	August 1, 2023 Opening Balance Sheet		Adjustments		Adjusted August 1, 2023 Opening Balance sheet
Cash and cash equivalents	$	3.6	$	—	$	3.6
Trade accounts receivable—net of allowance	15.1		—		15.1
Prepaid expenses and other current assets	3.0		—		3.0
Net property and equipment	77.8		—		77.8
Internal use software and other noncurrent assets	56.9		0.5		57.4
Goodwill	104.6		(1.1)		103.5
Total assets acquired	261.0		(0.6)		260.4

Trade accounts payable	1.4		—		1.4
Accrued salaries, wages, and benefits	5.3		—		5.3
Claims accruals—current	1.8		—		1.8
Other current liabilities	4.2		(1.3)		2.9
Other noncurrent liabilities	5.2		—		5.2
Total liabilities assumed	17.9		(1.3)		16.6

Net assets acquired	$	243.1	$	0.7	$	243.8

The above adjustments made during the measurement period were primarily related to working capital, accrued taxes, and intangible assets. No material adjustments were made during the three months ended March 31, 2024, and although we may adjust provisional amounts through July 31, 2024, we do not anticipate any material adjustments.

Certain amounts recorded in connection with the acquisition are still considered preliminary as we continue to gather the necessary information to finalize our fair value estimates and provisional amounts. Provisional amounts include items related to ~~working capital adjustments, intangibles,~~deferred taxes and indemnification assets and ~~liabilities, and deferred taxes.~~

During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. We anticipate finalizing the determination of the fair value no later than July 31, 2024.

~~The preliminary purchase price allocation for M&M, which may be adjusted as we finalize our fair value estimates and provisional amounts, was as follows:~~

~~Recognized amounts of identifiable assets acquired and liabilities assumed~~ ~~(in millions)~~

August 1, 2023
Opening Balance Sheet

~~Cash and cash equivalents~~

~~3.6~~

~~Trade accounts receivable—net of allowance~~

~~15.1~~

~~Prepaid expenses and other current assets~~

~~3.0~~

~~Net property and equipment~~

~~77.8~~

~~Internal use software and other noncurrent assets~~

~~56.9~~

~~Goodwill~~

~~104.6~~

~~Total assets acquired~~

~~261.0~~

~~Trade accounts payable~~

~~1.4~~

~~Accrued salaries, wages, and benefits~~

~~5.3~~

~~Claims accruals—current~~

~~1.8~~

~~Other current liabilities~~

~~4.2~~

~~Other noncurrent liabilities~~

~~5.2~~

~~Total liabilities assumed~~

~~17.9~~

~~Net assets acquired~~

~~243.1~~

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liabilities.

The following unaudited pro forma revenues give effect to the acquisition had it been effective January 1, ~~2022.~~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~~$1,459.5 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, ~~respectively, and $1,705.8 million, and $5,134.2 million during the three and nine months ended September 30, 2022, respectively,~~ and our earnings for the same ~~periods~~period would not have been materially different.

~~deBoer Transportation, Inc.~~

We acquired 100% of the outstanding equity of deBoer on June 7, 2022 for a final purchase price of approximately $34.6 million inclusive of certain cash and net working capital adjustments. The purchase price allocation for deBoer was considered final as of December 31, 2022 and resulted in $6.1 million of goodwill being recorded within the Truckload reportable segment. deBoer was a regional, dedicated carrier headquartered in Blenker, WI, and the acquisition provided us the opportunity to expand our tractor and trailer fleet primarily within our dedicated Truckload operations. Operating results for deBoer are included in our consolidated results of operations from the acquisition date through July 2022 when their operations ceased and drivers and equipment were deployed within our Truckload segment.

~~Midwest Logistics Systems, Ltd.~~

On December 31, 2021, we acquired 100% of the outstanding equity of MLS, a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business. MLS is a dedicated carrier in the central U.S. that complements our growing dedicated operations. The aggregate purchase price of the acquisition was approximately $268.8 million inclusive of certain net working capital and other post-acquisition adjustments. The purchase price allocation for MLS was considered final as of December 31, 2022 and resulted in $104.3 million of goodwill being recorded within the Truckload reportable segment. Operating results for MLS are included in our consolidated results of operations beginning January 1, 2022.

3. 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. The majority of our 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.

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.

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Additional information related to our leases is as follows:


			Nine Months Ended September 30,
		Three Months Ended March 31,								Three Months Ended March 31,
(in millions)	(in millions)		2023		2022		(in millions)	2024	2023
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases
Operating cash flows for operating leases
Operating cash flows for operating leases	Operating cash flows for operating leases		$	27.0	$	24.6
Operating cash flows for finance leases	Operating cash flows for finance leases		0.3		0.1
Financing cash flows for finance leases	Financing cash flows for finance leases		2.8		1.3

Right-of-use assets obtained in exchange for new lease liabilities	Right-of-use assets obtained in exchange for new lease liabilities
Right-of-use assets obtained in exchange for new lease liabilities
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases
Operating leases
Operating leases	Operating leases		$	38.6	$	17.8
Finance leases	Finance leases		5.7		3.8

As of ~~September 30, 2023,~~March 31, 2024, we had signed leases that had not yet commenced totaling ~~$1.2~~$3.8 million. These leases will commence during the remainder of ~~2023~~2024 and have lease terms of ~~one~~two to seven years.

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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, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, investments in lease receivables were as follows:


(in millions)	(in millions)	September 30, 2023		December 31, 2022		(in millions)	March 31, 2024	December 31, 2023
Future minimum payments to be received on leases	Future minimum payments to be received on leases	$	178.2	$	198.4
Guaranteed residual lease values	Guaranteed residual lease values	113.2		126.1
Total minimum lease payments to be received	Total minimum lease payments to be received	291.4		324.5
Unearned income	Unearned income	(46.4)		(50.2)
Net investment in leases	Net investment in leases	$	245.0	$	274.3

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, 2023~~March 31, 2024 was ~~$61.4~~$61.6 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, 2023,~~March 31, 2024, our lease payments past due were $3.2 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.


		Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(in millions)
(in millions)
(in millions)	(in millions)	2023		2022		2023		2022
Revenue	Revenue	$	50.7	$	53.1	$	161.3	$	146.2
Revenue
Revenue
Cost of goods sold	Cost of goods sold	(43.0)		(43.5)		(136.4)		(121.0)
Cost of goods sold
Cost of goods sold
Operating profit
Operating profit
Operating profit	Operating profit	$	7.7	$	9.6	$	24.9	$	25.2

Interest income on lease receivable	Interest income on lease receivable	$	9.0	$	9.4	$	27.7	$	27.3

Interest income on lease receivable

Interest income on lease receivable

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4. REVENUE RECOGNITION

Disaggregated Revenues

The majority of our revenues are related to transportation and have similar characteristics. Beginning on August 1, 2023, M&M revenues are included within Transportation revenues, consistent with the remainder of our Truckload segment. The following table summarizes our revenues by type of service.
Three Months Ended
September 30, Nine Months Ended
September 30,
Disaggregated Revenues (in millions)
2023 2022 2023 2022
Transportation $ 1,253.4 $ 1,551.1 $ 3,823.5 $ 4,663.2
Logistics Management 45.2 66.5 135.9 221.1
Other 53.4 57.7 167.8 158.4
Total operating revenues $ 1,352.0 $ 1,675.3 $ 4,127.2 $ 5,042.7

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	Three Months Ended March 31,
Disaggregated Revenues (in millions)	2024		2023
Transportation	$	1,217.4	$	1,317.0
Logistics Management	50.6		49.8
Other	51.0		61.9
Total operating revenues	$	1,319.0	$	1,428.7

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, 2023~~March 31, 2024
Expected to be recognized within one year
Transportation	$	~~27.8~~28.6
Logistics Management	~~18.5~~14.0
Expected to be recognized after one year
Transportation	~~43.3~~34.4
Logistics Management	~~17.9~~10.1
Total	$	~~107.5~~87.1

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).

The following table provides information related to contract balances associated with our contracts with customers as of the dates shown.

Contract Balances (in millions)

September 30, 2023

December 31, 2022

Contract Balances (in millions)

March 31, 2024

December 31, 2023

Other current assets—Contract assets

30.4

27.0

Other current liabilities—Contract liabilities

0.6

2.6

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. Contract liabilities relate to amounts ~~that~~ customers paid in advance of the associated services.

Non-monetary Consideration

Occasionally we provide freight movements to customers in exchange for non-monetary services. The fair value of non-monetary consideration on these freight movements is included in operating revenues on the consolidated statements of comprehensive income and consists primarily of transportation equipment. There was no revenue recorded for freight movements in exchange for non-monetary consideration for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023. ~~During the three and nine months ended September 30, 2022, $2.3 million and $15.6 million was recorded for these services.~~

5. 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.

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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, 2023

December 31, 2022

(in millions)

Level in Fair
Value Hierarchy

March 31, 2024

December 31, 2023

Equity investment in TuSimple (1)

0.6

Marketable securities (2)

56.4

45.9

(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 ~~NASDAQ.~~Counter (“OTC”) market beginning February 8, 2024 and the NASDAQ prior to that date. See Note 6, 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 6, Investments, for additional information.

The fair value of the Company’s debt was ~~$178.8~~$181.9 million and ~~$199.1~~$183.2 million as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. The carrying value of the Company’s debt was $185.0 million ~~and $205.0 million~~ as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022, respectively.~~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.

As part of the acquisition of M&M on August 1, 2023, certain assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Refer to Note 2, Acquisitions, for further details.

6. 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, 2023~~March 31, 2024 or December 31, ~~2022.~~2023. Cost basis is determined using the specific identification method.

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


		September 30, 2023					December 31, 2022					March 31, 2024			December 31, 2023
(in millions, except maturities in months)	(in millions, except maturities in months)	Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value		(in millions, except maturities in months)	Maturities	Amortized Cost	Fair Value		Amortized Cost	Fair Value
U.S. treasury and government agencies	U.S. treasury and government agencies	2 to 89 months	$	25.9	$	23.1	$	21.9	$	19.3

Corporate debt securities	Corporate debt securities	7 to 115 months	20.0		18.9		16.0		14.9
Corporate debt securities
Corporate debt securities
State and municipal bonds	State and municipal bonds	9 to 181 months	15.5		14.4		12.4		11.7

Total marketable securities	Total marketable securities		$	61.4	$	56.4	$	50.3	$	45.9
Total marketable securities
Total marketable securities

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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, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were ~~$121.3 million and $86.0 million, respectively.~~$121.8 million. 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. In addition to our investment in MLSI, we also hold a $10.0 million note

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receivable from MLSI as of ~~September 30,~~March 31, 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.

As of ~~September 30, 2023,~~March 31, 2024, our cumulative upward adjustments were ~~$69.5~~$72.0 million. 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,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(in millions)	(in millions)	2023		2022		2023		2022
(in millions)
(in millions)
Investment in equity securities
Investment in equity securities
Investment in equity securities	Investment in equity securities	$	10.3	$	20.0	$	15.3	$	24.0

Upward adjustments (1)	Upward adjustments (1)	2.3		25.8		20.0		25.8

Upward adjustments (1)

Upward adjustments (1)

(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 pre-tax net losses were not material for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023. ~~In the three and nine months ended September 30, 2022, the Company recognized pre-tax net gains of $0.1 million and pre-tax net losses of $10.0 million, respectively.~~ See Note 5, 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 months ended ~~September 30, 2023,~~March 31, 2024, activity was not ~~material, and for the nine months ended September 30, 2023, we recorded losses in the amount of $0.5 million.~~material. The carrying value of our investment was ~~$4.5~~$4.9 million as of ~~September 30, 2023.~~March 31, 2024.

All of our equity investments, as well as our note receivable from MLSI, 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.

7. 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. ~~The following table shows changes to~~Our goodwill balance as of March 31, 2024 and December 31, 2023 was $331.7 million and was comprised of $317.5 million and $14.2 million in our ~~goodwill balances by segment during the period ended September 30, 2023.~~

(in millions) Truckload Logistics Total
Balance at December 31, 2022 $ 214.0 $ 14.2 $ 228.2
Acquisition (see Note 2) 104.6 — 104.6
Balance at September 30, 2023 $ 318.6 $ 14.2 $ 332.8

~~During the nine months ended September 30, 2023, we recorded goodwill in conjunction with the acquisition of M&M, which was recorded within the~~ Truckload ~~segment. Refer to Note 2,~~ ~~Acquisitions,~~ ~~for further details.~~

and Logistics segments, respectively. As of both ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, our Truckload segment had accumulated goodwill impairment charges of $34.6 million.

~~During~~The identifiable finite lived intangible assets listed below are included in internal use software and other noncurrent assets on the ~~nine months ended September 30, 2023, we recorded $40.4 million of customer relationships, $4.1 million of trademarks,~~consolidated balance sheets and ~~$5.2 million of non-compete agreements related~~relate to the ~~acquisition~~acquisitions of MLS and M&M. The weighted-average amortization period is 15.0 years for customer relationships and trademarks and 5.0 years for non-compete agreements for a total weighted-average amortization period of 13.9 years. Refer to Note 2, Acquisitions, for further details.

~~The identifiable finite lived intangible assets listed below are included in internal use software and other noncurrent assets on the consolidated balance sheets.~~

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			September 30, 2023						December 31, 2022
		March 31, 2024																	March 31, 2024			December 31, 2023
(in millions)	(in millions)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		(in millions)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount		Gross Carrying Amount	Accumulated Amortization		Net Carrying Amount
Customer relationships	Customer relationships		$	43.6	$	1.0	$	42.6	$	3.2	$	0.3	$	2.9
Trademarks	Trademarks		10.9		1.2		9.7		6.8		0.7		6.1
Non-compete agreements	Non-compete agreements		5.2		0.2		5.0		—		—		—
Total intangible assets	Total intangible assets		$	59.7	$	2.4	$	57.3	$	10.0	$	1.0	$	9.0

Amortization expense for intangible assets was ~~$0.9~~$1.3 million and ~~$1.4~~$0.3 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~respectively, and $0.2 million and $0.7 million for the three and nine months ended September 30, 2022.~~respectively.

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


(in millions)	(in millions)	September 30, 2023		(in millions)	March 31, 2024
Remaining 2023		$	1.3
2024		5.0
Remaining 2024
2025	2025	5.0
2026	2026	5.0
2027	2027	5.0
2028 and thereafter		36.0
2028
2029 and thereafter
Total	Total	$	57.3

8. DEBT AND CREDIT FACILITIES

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, debt included the following:


(in millions)	(in millions)	September 30, 2023		December 31, 2022		(in millions)	March 31, 2024	December 31, 2023
Unsecured senior notes: principal maturities ranging from 2024 through 2025; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.59% and 3.93% for 2023 and 2022, respectively		$	135.0	$	205.0
Unsecured senior notes: principal payable August 2028; interest payable in semiannual installments through same timeframe; interest at a fixed rate of 5.63%.		50.0		—
Total principal outstanding		185.0		205.0
Unsecured senior notes: principal maturities ranging from 2024 through 2028; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.86% and 3.68% for 2024 and 2023, respectively.
Credit agreement: matures November 2027; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.44% and 6.43% for 2024 and 2023, respectively.
Receivables purchase agreement: matures July 2024; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.28% and 6.28% 2024 and 2023, respectively.
Total debt and credit facilities
Current maturities	Current maturities	—		(70.0)

Long-term debt	Long-term debt	$	185.0	$	135.0
Long-term debt
Long-term debt

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. The agreement also provides a sublimit of $100.0 million to be used for the issuance of letters of credit. ~~We had borrowings of $25.0 million outstanding under this agreement as of September 30, 2023 and none outstanding on December 31, 2022.~~ 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 ~~$0.1~~$0.4 million as of ~~both September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023, and were primarily related to the requirements of certain of our real estate leases.

We also have a Receivables Purchase Agreement (the “2021 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables at rates based on one-month Term SOFR up to $150.0 million and provides for the issuance of standby letters of credit through July 2024. Borrowings under this agreement ~~were $66.0 million as of September 30, 2023. There were no outstanding borrowings on December 31, 2022. Borrowings under this agreement~~ are included within current maturities of debt and finance lease obligations on the consolidated balance sheets. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, standby letters of credit under this agreement amounted to ~~$81.4~~$73.9 million and ~~$77.1~~$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, 2023~~March 31, 2024 was ~~$227.5~~$215.6 million.

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9. INCOME TAXES

Our effective income tax rate was ~~22.8%~~25.0% and ~~25.0%~~24.2% for the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and 24.2% and 25.0% for the nine months ended September 30, 2023 and 2022,~~ 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,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.


		Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(in millions, except per share data)
(in millions, except per share data)
(in millions, except per share data)	(in millions, except per share data)	2023		2022		2023		2022
Numerator:	Numerator:
Numerator:
Numerator:
Net income available to common shareholders
Net income available to common shareholders
Net income available to common shareholders	Net income available to common shareholders	$	35.6	$	125.8	$	211.1	$	347.7

Denominator:	Denominator:

Denominator:

Denominator:
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding	176.9		178.0		177.7		177.9
Dilutive effect of share-based awards and options outstanding	Dilutive effect of share-based awards and options outstanding	0.9		0.7		0.8		0.7
Dilutive effect of share-based awards and options outstanding
Dilutive effect of share-based awards and options outstanding
Weighted average diluted common shares outstanding (1)
Weighted average diluted common shares outstanding (1)
Weighted average diluted common shares outstanding (1)	Weighted average diluted common shares outstanding (1)	177.7		178.7		178.5		178.6

Basic earnings per common share	Basic earnings per common share	$	0.20	$	0.71	$	1.19	$	1.95

Basic earnings per common share

Basic earnings per common share
Diluted earnings per common share	Diluted earnings per common share	0.20		0.70		1.18		1.95
Diluted earnings per common share
Diluted earnings per common share

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

The calculation of diluted earnings per share excluded 0.1 million and ~~0.3~~0.5 million share-based awards and options that had an anti-dilutive effect for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024, and 2023, ~~and 0.3 million share-based awards and options that had an anti-dilutive effect for the three and nine months ended September 30, 2022,~~ respectively.

Common Shares Outstanding

As of both ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~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, 2023~~March 31, 2024 and ~~2022.~~2023.

The following table shows changes to our Class B common shares outstanding for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022.~~2023.


		Three Months Ended September 30,		Nine Months Ended September 30,
		2023	2022	2023	2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Outstanding at beginning of period
Outstanding at beginning of period
Outstanding at beginning of period	Outstanding at beginning of period	94,064,251	94,978,340	94,993,144	94,626,740
Repurchases of common stock	Repurchases of common stock	(497,435)	—	(1,869,474)	—
Repurchases of common stock
Repurchases of common stock
Share issuances
Share issuances
Share issuances	Share issuances	219	2,145	681,642	305,538
Exercise of employee stock options	Exercise of employee stock options	—	—	6,000	140,328
Exercise of employee stock options
Exercise of employee stock options
Shares withheld for employee taxes	Shares withheld for employee taxes	—	—	(244,277)	(92,121)
Shares withheld for employee taxes
Shares withheld for employee taxes
Outstanding at end of period
Outstanding at end of period
Outstanding at end of period	Outstanding at end of period	93,567,035	94,980,485	93,567,035	94,980,485

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, 2023,~~March 31, 2024, the Company has repurchased ~~$50.6~~$79.2 million of the $150.0 million authorized under the repurchase program.

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Subsequent Event - Dividends Declared

In ~~October~~April of ~~2023,~~2024, the Board of Directors declared a quarterly cash dividend for the ~~fourth~~second fiscal quarter of ~~2023~~2024 in the amount of ~~$0.09~~$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 8, 2023~~June 7, 2024 and will be paid on ~~January 8,~~July 9, 2024.

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 ~~$4.4~~$1.2 million and ~~$3.8~~$4.8 million for the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $13.3 million and $11.9 million for the nine months ended September 30, 2023 and 2022,~~ respectively. We recognize share-based compensation expense over the awards’ vesting period. As of ~~September 30, 2023,~~March 31, 2024, we had ~~$23.4~~$31.0 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of ~~1.9~~2.2 years.

Equity-based awards granted during the first quarter of 2024 had a grant date fair value of $23.6 million and are included in the table below. RSUs granted in 2024 vest ratably over a period of three years. No restricted shares, performance shares, or non-qualified stock options were granted during the first quarter of 2024.


2024 Grants	Number of Awards Granted	Weighted Average Grant Date Fair Value
RSUs	642,370	$	24.14
PSUs	302,841	26.77
Total grants	945,211

The Monte-Carlo valuation model is used by the Company to determine the grant date fair value of PSUs, while the Company uses its stock price on the grant date as the fair value assigned to RSUs.

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, 2023,~~March 31, 2024, our firm commitments to purchase transportation equipment totaled ~~$232.5~~$138.2 million.

During the first quarter of 2022, the Company recorded a $5.2 million charge as a result of an adverse audit assessment by a state ~~jurisdiction~~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. The Company filed ~~another~~a petition request ~~for appeal during~~with the ~~third quarter of 2023.~~state Appellate Tax Board in January 2024. Both the initial charge and the additional interest and penalties incurred are recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income.

~~A representative~~

Table of the former owners of WSL filed a lawsuit alleging that we did not fulfill certain obligations under the purchase and sale agreement and claiming that the former owners of WSL were entitled to damages including an additional payment of $40.0 million under an earn-out arrangement. On April 25, 2022, the Delaware Superior Court entered judgment in favor of the former owners of WSL, awarding $40.0 million in compensatory damages, plus prejudgment interest and the former owners’ attorneys’ fees. The Company settled with the former owners of WSL and recorded $57.0 million in other general expenses on the consolidated statements of comprehensive income for the nine months ended September 30, 2022.Contents

13. SEGMENT REPORTING

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

~~Table of Contents~~

As of ~~December 31, 2022,~~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 ~~results of M&M~~segments are aggregated because they have ~~been aggregated into the Truckload reportable segment as of August 1, 2023, as it shares~~ similar economic characteristics with our other Truckload operating segments and ~~meets~~meet the other aggregation criteria described in ASC 280. ~~VTL delivers~~Dedicated provides truckload ~~quantities over~~services primarily focused on freight with consistent routes often based on long-term contracts, Van Network consists of irregular routes, and ~~customer freight with dedicated contracts using dry van and specialty trailers.~~ Bulk ~~transports~~delivers key inputs tofor manufacturing processes, such as specialty chemicals using specialty trailers. ~~MLS provides dedicated truckload services focusing primarily on freight with consistent routes.~~

In November 2022, the Company executed a management buyout agreement to sell its Asia operations. While Asia met the definition of an operating segment, it did not meet the quantitative threshold for separate disclosure, and the results were included in “Other” in the tables below during 2022.

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 ~~were immaterial for all segments, with the exception of~~within Other ~~which included~~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 ~~$15.6~~$25.1 million and ~~$19.0~~$18.2 million for the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $50.0 million and $53.4 million for the nine months ended September 30, 2023 and 2022.~~respectively.


Revenues by Segment	Revenues by Segment	Three Months Ended September 30,				Nine Months Ended September 30,
Revenues by Segment
Revenues by Segment
(in millions)
(in millions)
(in millions)	(in millions)	2023		2022		2023		2022
Truckload	Truckload	$	535.3	$	571.2	$	1,605.0	$	1,691.2
Truckload
Truckload
Intermodal
Intermodal
Intermodal	Intermodal	263.0		334.7		790.1		971.9
Logistics	Logistics	326.0		464.2		1,051.6		1,531.2
Logistics
Logistics
Other
Other
Other	Other	78.4		97.3		249.5		274.2
Fuel surcharge	Fuel surcharge	172.6		233.5		507.4		648.5
Fuel surcharge
Fuel surcharge
Inter-segment eliminations
Inter-segment eliminations
Inter-segment eliminations	Inter-segment eliminations	(23.3)		(25.6)		(76.4)		(74.3)
Operating revenues	Operating revenues	$	1,352.0	$	1,675.3	$	4,127.2	$	5,042.7
Operating revenues
Operating revenues


Income (Loss) from Operations by Segment		Three Months Ended September 30,				Nine Months Ended September 30,
Income from Operations by Segment
Income from Operations by Segment
Income from Operations by Segment
(in millions)
(in millions)
(in millions)	(in millions)	2023		2022		2023		2022
Truckload	Truckload	$	24.5	$	83.2	$	151.9	$	283.3
Truckload
Truckload
Intermodal
Intermodal
Intermodal	Intermodal	11.1		31.1		64.8		112.3
Logistics	Logistics	8.5		27.9		39.8		117.1
Logistics
Logistics
Other
Other
Other	Other	2.6		3.2		8.6		(55.6)
Income from operations	Income from operations	$	46.7	$	145.4	$	265.1	$	457.1
Income from operations
Income from operations


Depreciation and Amortization by Segment	Depreciation and Amortization by Segment	Three Months Ended September 30,				Nine Months Ended September 30,
Depreciation and Amortization by Segment
Depreciation and Amortization by Segment
(in millions)
(in millions)
(in millions)	(in millions)	2023		2022		2023		2022
Truckload	Truckload	$	70.2	$	62.8	$	205.4	$	183.6
Truckload
Truckload
Intermodal
Intermodal
Intermodal	Intermodal	13.3		14.6		39.8		42.4
Logistics	Logistics	—		—		0.1		0.1
Logistics
Logistics
Other
Other
Other	Other	13.3		10.8		36.5		32.2
Depreciation and amortization	Depreciation and amortization	$	96.8	$	88.2	$	281.8	$	258.3
Depreciation and amortization
Depreciation and amortization

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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, ~~2022.~~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 ~~the~~our customers’ varied transportation needs ~~of our customers~~ 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.

~~Recent Developments~~

~~Acquisitions~~

On August 1, 2023, the Company completed the acquisition of M&M, a privately held truckload carrier based in West Bridgewater, Massachusetts. M&M is a dedicated carrier that complements our growing dedicated operations. The results of M&M are reported in dedicated operations as part of our Truckload segment beginning in the third quarter of 2023. Refer to Note 2, ~~Acquisitions,~~ ~~for additional details.~~

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, ~~and~~ (4) adjusted net ~~income.~~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

~~Table of Contents~~

(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

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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.

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)	(in millions, except ratios)	2023			2022			2023			2022
(in millions, except ratios)
(in millions, except ratios)
Operating revenues
Operating revenues
Operating revenues	Operating revenues	$	1,352.0		$	1,675.3		$	4,127.2		$	5,042.7
Revenues (excluding fuel surcharge) (1)	Revenues (excluding fuel surcharge) (1)	1,179.4			1,441.8			3,619.8			4,394.2
Revenues (excluding fuel surcharge) (1)
Revenues (excluding fuel surcharge) (1)
Income from operations
Income from operations
Income from operations	Income from operations	46.7			145.4			265.1			457.1
Adjusted income from operations (2)	Adjusted income from operations (2)	47.6			145.5			268.9			468.7
Adjusted income from operations (2)
Adjusted income from operations (2)
Operating ratio
Operating ratio
Operating ratio	Operating ratio	96.5		%	91.3		%	93.6		%	90.9		%
Adjusted operating ratio (3)	Adjusted operating ratio (3)	96.0		%	89.9		%	92.6		%	89.3		%
Adjusted operating ratio (3)
Adjusted operating ratio (3)
Net income
Net income
Net income	Net income	$	35.6		$	125.8		$	211.1		$	347.7
Adjusted net income (4)	Adjusted net income (4)	36.3			125.9			214.0			356.4
Adjusted net income (4)
Adjusted net income (4)
Adjusted EBITDA (5)
Adjusted EBITDA (5)
Adjusted EBITDA (5)
Cash flow from operations
Cash flow from operations
Cash flow from operations
Free cash flow (6)
Free cash flow (6)
Free cash flow (6)

(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.

Revenues (excluding fuel surcharge)




		Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2023		2022		2023		2022
(in millions)
(in millions)
Operating revenues
Operating revenues
Operating revenues	Operating revenues	$	1,352.0	$	1,675.3	$	4,127.2	$	5,042.7
Less: Fuel surcharge revenues	Less: Fuel surcharge revenues	172.6		233.5		507.4		648.5
Less: Fuel surcharge revenues
Less: Fuel surcharge revenues
Revenues (excluding fuel surcharge)	Revenues (excluding fuel surcharge)	$	1,179.4	$	1,441.8	$	3,619.8	$	4,394.2
Revenues (excluding fuel surcharge)
Revenues (excluding fuel surcharge)

2017

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Adjusted income from operations




		Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2023		2022		2023		2022
(in millions)
(in millions)
Income from operations	Income from operations	$	46.7	$	145.4	$	265.1	$	457.1
Litigation and audit assessments (1) (2)		—		—		2.9		62.2
Acquisition-related costs (3)		0.9		0.1		0.9		0.3
Income from operations
Income from operations

Property gain—net (4)		—		—		—		(50.9)

Intangible asset amortization (1)

Intangible asset amortization (1)

Intangible asset amortization (1)

Adjusted income from operations	Adjusted income from operations	$	47.6	$	145.5	$	268.9	$	468.7

Adjusted income from operations

Adjusted income from operations

(1)~~Includes $2.9 million for the nine months ended September 30, 2023 and $5.2 million for the nine months ended September 30, 2022 for charges~~Amortization expense related to ~~adverse audit assessments for prior period state sales tax on rolling stock equipment used within that state. Refer~~intangible assets acquired through recent business acquisitions. As we finalized our purchase accounting adjustments related to ~~Note 12,~~ ~~Commitments~~intangible assets, and ~~Contingencies, for additional details.~~to better reflect our ongoing operations, we made the decision to exclude the related amortization expense from non-GAAP earnings beginning in the fourth quarter of 2023.

~~(2)~~Includes a charge of $57.0 million for an adverse settlement related to a lawsuit with former owners of WSL, inclusive of prejudgment interest and the former owners’ attorneys’ fees, for the nine months ended September 30, 2022. Refer to Note 12, ~~Commitments and Contingencies, for additional details.~~

~~(3)Advisory, legal, and accounting costs related to the acquisitions of M&M in 2023 and deBoer in 2022.~~

~~(4)Net gain on the sale of our Canadian facility due to a change in approach to servicing Canada.~~

Adjusted operating ratio

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions, except ratios) 2023 2022 2023 2022
Total operating expenses $ 1,305.3 $ 1,529.9 $ 3,862.1 $ 4,585.6
Divide by: Operating revenues 1,352.0 1,675.3 4,127.2 5,042.7
Operating ratio 96.5 % 91.3 % 93.6 % 90.9 %
Total operating expenses $ 1,305.3 $ 1,529.9 $ 3,862.1 $ 4,585.6
Adjusted for:
Fuel surcharge revenues (172.6) (233.5) (507.4) (648.5)
Litigation and audit assessments — — (2.9) (62.2)
Acquisition-related costs (0.9) (0.1) (0.9) (0.3)
Property gain—net — — — 50.9
Adjusted total operating expenses $ 1,131.8 $ 1,296.3 $ 3,350.9 $ 3,925.5
Operating revenues $ 1,352.0 $ 1,675.3 $ 4,127.2 $ 5,042.7
Less: Fuel surcharge revenues 172.6 233.5 507.4 648.5
Revenues (excluding fuel surcharge) $ 1,179.4 $ 1,441.8 $ 3,619.8 $ 4,394.2
Adjusted operating ratio 96.0 % 89.9 % 92.6 % 89.3 %

~~Table of Contents~~


	Three Months Ended March 31,
(in millions, except ratios)	2024			2023
Total operating expenses	$	1,290.3		$	1,314.1
Divide by: Operating revenues	1,319.0			1,428.7
Operating ratio	97.8		%	92.0		%

Total operating expenses	$	1,290.3		$	1,314.1
Adjusted for:
Fuel surcharge revenues	(155.9)			(179.2)




Intangible asset amortization	(1.3)			—

Adjusted total operating expenses	$	1,133.1		$	1,134.9

Operating revenues	$	1,319.0		$	1,428.7
Less: Fuel surcharge revenues	155.9			179.2
Revenues (excluding fuel surcharge)	$	1,163.1		$	1,249.5

Adjusted operating ratio	97.4		%	90.8		%

Adjusted net income




		Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2023		2022		2023		2022
(in millions)
(in millions)
Net income	Net income	$	35.6	$	125.8	$	211.1	$	347.7
Litigation and audit assessments		—		—		2.9		62.2
Acquisition-related costs		0.9		0.1		0.9		0.3
Net income
Net income

Property gain—net		—		—		—		(50.9)

Intangible asset amortization

Intangible asset amortization

Intangible asset amortization
Income tax effect of non-GAAP adjustments (1)
Income tax effect of non-GAAP adjustments (1)
Income tax effect of non-GAAP adjustments (1)	Income tax effect of non-GAAP adjustments (1)	(0.2)		—		(0.9)		(2.9)
Adjusted net income	Adjusted net income	$	36.3	$	125.9	$	214.0	$	356.4
Adjusted net income
Adjusted net income

(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.

Table of Contents

Adjusted EBITDA


	Three Months Ended March 31,
(in millions)	2024		2023
Net income	$	18.5	$	98.0
Interest expense, net	3.2		2.3
Provision for income taxes	6.2		31.3
Depreciation and amortization	102.8		91.8

Adjusted EBITDA	$	130.7	$	223.4

Free cash flow


	Three Months Ended March 31,
(in millions)	2024		2023
Net cash provided by operating activities	$	97.6	$	183.1





Net capital expenditures	(111.9)		(120.9)
Free cash flow	$	(14.3)	$	62.2

Three Months Ended ~~September 30, 2023~~March 31, 2024 Compared to Three Months Ended ~~September 30, 2022~~March 31, 2023

Enterprise Results Summary

Enterprise net income decreased ~~$90.2~~$79.5 million, approximately ~~72%~~81%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022,~~2023, primarily due to a ~~$98.7~~$85.9 million decrease in income from operations and an $18.7 million unfavorable change to total other expenses (income)—net ~~of $22.9 million~~ driven by lower gains on our equity investments. In the three months ended ~~September 30, 2023,~~March 31, 2024, the Company recognized pre-tax net ~~gains~~losses of ~~$2.3~~$0.1 million compared to ~~$25.9~~$17.6 million in pre-tax net gains on our equity investments during the three months ended ~~September 30, 2022.~~March 31, 2023. These items were partially offset by the corresponding $25.1 million decrease in the provision for income taxes.

Adjusted net income decreased ~~$89.6~~$78.5 million, approximately ~~71%~~80%.

Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues decreased ~~$323.3~~$109.7 million, approximately ~~19%~~8%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023.

Factors contributing to the decrease ~~were as follows:~~include:

•a ~~$138.2~~$57.3 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order ~~due to~~resulting from continued ~~softness of~~challenges in the freight environment and a decline in volume within our brokerage ~~business, and a reduction in port dray revenues;~~business;

•a ~~$71.7~~$23.3 million decrease in fuel surcharge revenues primarily related to decreased fuel prices;

•and an $18.9 million decrease in Intermodal segment revenues (excluding fuel surcharge) due to reduced revenue per ~~order and orders;~~order.

•~~a $60.9 million decrease in fuel surcharge revenues resulting from decreased fuel prices; and~~

•a $35.9 million decrease in Truckload segment revenues (excluding fuel surcharge) driven by a decline in revenue per truck per week and volume within our network business, which was partially offset by an increase in volume attributable to dedicated growth, including the M&M acquisition, in the third quarter of 2023.

Enterprise revenues (excluding fuel surcharge) decreased ~~$262.4~~$86.4 million, approximately ~~18%~~7%.

Enterprise Income from Operations and Operating Ratio

Enterprise income from operations decreased ~~$98.7~~$85.9 million, approximately ~~68%~~75%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022,~~2023, primarily due to a decrease in net revenue per order in Logistics, revenue per order in Intermodal, and revenue per truck per week in Truckload resulting from ongoing pricing ~~pressure, and net revenue per order in Logistics.~~pressures. The revenue impacts of volume declines within our brokerage business and Intermodal ~~due to weakened~~were driven by continued downward pressure on industry ~~demand, as well as increased costs due to~~demand. A reduction in gains on equipment sales and ongoing inflationary ~~pressures~~impacts also contributed to the decrease. These factors were partially offset by an increase in Truckload volumes ~~related to~~driven by dedicated growth, including the M&M acquisition, ~~a decline~~and declines in ~~rail and owner-operator~~ purchased transportation costs, ~~reduced~~ performance-based incentive compensation, ~~and less~~ equipment rental expense, and rail expense.

2219

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Adjusted income from operations decreased ~~$97.9~~$84.6 million, approximately ~~67%~~74%.

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the ~~third~~first quarter of ~~2022.~~2023.

Enterprise Operating Expenses

Key operating expense fluctuations are described below.

•Purchased transportation decreased ~~$195.0~~$54.4 million, or ~~27%~~10%, quarter over quarter, primarily resulting from a decline in third-party carrier costs within Logistics due to lower brokerage volume and purchased transportation costs per ~~order and brokerage volumes, in addition to a decline in rail purchased transportation driven by decreases in rail cost per mile and Intermodal orders.~~order. Owner-operator purchased transportation costs also declined within Truckload due to ~~lower rate per mile and~~ a reduction in owner-operator ~~capacity.~~capacity and lower rate per mile.

•Salaries, wages, and benefits ~~decreased $15.6~~increased $17.3 million, or 4%5%, quarter over quarter, mainly due to ~~a decrease in performance-based incentive compensation and lower office salaries and wages due to a decrease in headcount; partially offset by incremental salaries,~~driver wages and benefits related to the M&M ~~acquisition.~~acquisition along with an increase to driver headcount within Dedicated; partially offset by a decrease in performance-based incentive compensation.

•Fuel and fuel taxes for company trucks decreased ~~$17.7~~$5.3 million, or ~~13%~~5%, quarter over quarter, driven by a decrease in cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.

•Depreciation and amortization increased ~~$8.6~~$11.0 million, or ~~10%~~12%, quarter over quarter, mainly due to additional depreciation expense incurred as a result of trailer and tractor growth within ~~Truckload,~~Dedicated, inflationary unit costs for new equipment, ~~compounded by a reduction in tractor age of fleet,~~ and incremental depreciation and amortization expense related to the M&M acquisition.

•Operating supplies and expenses—net ~~decreased $11.2~~increased $5.7 million, or 7%4%, quarter over quarter, largely resulting from a decrease in equipment rental expense driven by improved port fluidity, decreased port dray volumes, and a higher percentage of intermodal dray moves performed by company drivers in 2023; lower rail storage expense due to improved yard fluidity; and a decline in maintenance expense. These items were partially offset by a decrease in gains on sales of equipment due to a decrease in average sales price. This was partially offset by a decrease in equipment rental expense driven by improved port fluidity and decreased ramp storage.

•Insurance expense increased $6.4 million, or 26%, quarter over quarter, driven by an increase in auto liability insurance costs related to recent unfavorable claims severity.

•Other general expenses ~~increased $6.2~~decreased $4.5 million, or ~~15%~~13%, quarter over quarter, primarily related to ~~an increase in bad debt expense and professional service fees.~~decreased driver onboarding costs.

Total Other Expenses (Income)

Total other income decreased ~~$22.9~~$18.7 million in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023. This change was primarily ~~driven by~~the result of pre-tax net ~~gains~~losses on our equity investments of ~~$2.3~~$0.1 million in ~~2023~~the first quarter of 2024 compared to ~~$25.8~~pre-tax net gains of $17.6 million in ~~2022.~~the first quarter of 2023.

Income Tax Expense

Our provision for income taxes decreased ~~$31.4~~$25.1 million, or ~~75%~~80%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022,~~2023, primarily due to lower taxable income. The effective income tax rate was ~~22.8%~~25.0% for the three months ended ~~September 30, 2023~~March 31, 2024 compared to ~~25.0%~~24.2% for the same quarter last year. Our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.

2320

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Revenues and Income from Operations by Segment

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


			Three Months Ended September 30,
		Three Months Ended March 31,								Three Months Ended March 31,
Revenues by Segment (in millions)	Revenues by Segment (in millions)		2023		2022		Revenues by Segment (in millions)	2024	2023
Truckload	Truckload		$	535.3	$	571.2
Intermodal	Intermodal		263.0		334.7
Logistics	Logistics		326.0		464.2
Other	Other		78.4		97.3
Fuel surcharge	Fuel surcharge		172.6		233.5
Inter-segment eliminations	Inter-segment eliminations		(23.3)		(25.6)
Operating revenues	Operating revenues		$	1,352.0	$	1,675.3


			Three Months Ended September 30,
		Three Months Ended March 31,								Three Months Ended March 31,
Income from Operations by Segment (in millions)	Income from Operations by Segment (in millions)		2023		2022		Income from Operations by Segment (in millions)	2024	2023
Truckload	Truckload		$	24.5	$	83.2
Intermodal	Intermodal		11.1		31.1
Logistics	Logistics		8.5		27.9
Other	Other		2.6		3.2
Income from operations	Income from operations		46.7		145.4
Adjustments:	Adjustments:

Acquisition-related costs			0.9		0.1

Intangible asset amortization

Intangible asset amortization

Intangible asset amortization

Adjusted income from operations	Adjusted income from operations		$	47.6	$	145.5
Adjusted income from operations
Adjusted income from operations

2421

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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.

~~M&M and deBoer are included within dedicated operations below.~~


		Three Months Ended September 30,							Three Months Ended March 31,
		2023			2022				2024		2023
Dedicated	Dedicated
Revenues (excluding fuel surcharge) (1)	Revenues (excluding fuel surcharge) (1)	$	324.9		$	306.7
Revenues (excluding fuel surcharge) (1)
Revenues (excluding fuel surcharge) (1)
Average trucks (2) (3)	Average trucks (2) (3)	6,358			6,020
Revenue per truck per week (4)	Revenue per truck per week (4)	$	3,986		$	3,925
Network	Network
Revenues (excluding fuel surcharge) (1)	Revenues (excluding fuel surcharge) (1)	$	210.1		$	265.3
Revenues (excluding fuel surcharge) (1)
Revenues (excluding fuel surcharge) (1)
Average trucks (2) (3)	Average trucks (2) (3)	4,319			4,526
Revenue per truck per week (4)	Revenue per truck per week (4)	$	3,795		$	4,514
Total Truckload	Total Truckload
Revenues (excluding fuel surcharge) (5)
Revenues (excluding fuel surcharge) (5)
Revenues (excluding fuel surcharge) (5)	Revenues (excluding fuel surcharge) (5)	$	535.3		$	571.2
Average trucks (2) (3)	Average trucks (2) (3)	10,677			10,546
Revenue per truck per week (4)	Revenue per truck per week (4)	$	3,909		$	4,178
Average company trucks (3)	Average company trucks (3)	8,762			8,560
Average owner-operator trucks (3)	Average owner-operator trucks (3)	1,915			1,986
Trailers (6)	Trailers (6)	47,007			42,980
Operating ratio (7)	Operating ratio (7)	95.4		%	85.4		%	Operating ratio (7)	97.2	%	88.3	%

(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 $35.9~~increased $1.1 million, ~~approximately 6%,~~ in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023. Rate per loaded mile decreased 8%3%, ~~primarily within network,~~ due to ~~softening~~ market conditions; this was partially offset by a 1%3% increase in volume, driven by dedicated ~~growth, including the acquisition of M&M, and improved productivity within dedicated.~~growth.

Truckload income from operations decreased ~~$58.7~~$47.7 million, approximately ~~71%~~76%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023. In addition to the ~~factors listed above,~~impact of rate per loaded mile, other items contributing to the decrease in income from operations include increases in ~~fuel~~salaries and wages expense primarily related to the M&M acquisition, decreases in gains on equipment sales, an increase in depreciation resulting from ~~equipment~~dedicated growth (including M&M) and inflationary unit costs for new equipment, ~~a decrease in gains on equipment sales, higher~~ ~~bad debt expense,~~ and ~~friction costs related to dedicated new business implementations~~.increased insurance expense. These items were partially offset by ~~decreases~~a decrease in owner-operator purchased transportation ~~and driver recruiting and training~~ costs.

2522

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Intermodal

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


		Three Months Ended September 30,							Three Months Ended March 31,
		2023			2022				2024		2023
Orders (1)	Orders (1)	105,351			115,743
Containers	Containers	27,185			28,308
Trucks (2)	Trucks (2)	1,457			1,691
Revenue per order (3)	Revenue per order (3)	$	2,461		$	2,936
Operating ratio (4)	Operating ratio (4)	95.8		%	90.7		%	Operating ratio (4)	97.2	%	88.7	%

(1)Based on delivered rail orders.

(2)Includes company and owner-operator trucks at the end of the period.

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

(4)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 ~~$71.7~~$18.9 million, approximately ~~21%~~7%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022,~~2023, primarily due to a decrease in revenue per order of ~~$475,~~$186, or ~~16%~~7%, driven by ~~a lower rate per mile~~market conditions and ~~a 9% reduction in volume.~~freight mix.

Intermodal income from operations decreased ~~$20.0~~$23.0 million, approximately ~~64%~~77%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023. Factors contributing to the decrease include the revenue impacts cited above, partially offset by a decrease in ~~rail~~dray and ~~dray-related~~rail-related costs.

Logistics

The following table presents the KPI for our Logistics segment for the periods indicated.
Three Months Ended
September 30,
2023 2022
Operating ratio (1)
97.4 % 94.0 %


	Three Months Ended March 31,
	2024		2023
Operating ratio (1)	98.3	%	95.2	%

(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 ~~$138.2~~$57.3 million, approximately ~~30%~~15%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023. This was primarily due to a decrease in brokerage revenue per order and an ~~11%~~8% reduction in brokerage volume driven by ~~a softer freight environment,~~market conditions, as well as lower port dray revenues.

Logistics income from operations decreased ~~$19.4~~$13.1 million, approximately ~~70%~~71%, in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022~~2023 due to the revenue impacts listed above, partially offset by a decrease in third-party carrier ~~costs and equipment rental charges.~~costs.

Other

Other income from operations decreased ~~$0.6~~$2.1 million in the ~~third~~first quarter of ~~2023~~2024 compared to the same quarter in ~~2022.~~2023. Lower income from our leasing business was offset by a decrease in our performance-based incentive compensation.

~~Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022~~

~~Enterprise Results Summary~~

Enterprise net income decreased $136.6 million, approximately 39%, in the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to a $192.0 million decrease in income from operations, partially offset by the corresponding decrease in the provision for income taxes, and a $6.8 million favorable change in total other expenses (income)—net related to our equity investments and higher interest income. In the nine months ended September 30, 2023, the Company

~~Table of Contents~~

~~recognized pre-tax net gains of $20.0 million compared to $15.8 million in pre-tax gains on our equity investments during the nine months ended September 30, 2022.~~

~~Adjusted net income decreased $142.4 million, approximately 40%.~~

~~Components of Enterprise Net Income~~

~~Enterprise Revenues~~

~~Enterprise operating revenues decreased $915.5 million, approximately 18%, in the nine months ended September 30, 2023 compared to the same period in 2022.~~

~~Factors contributing to the decrease were as follows:~~

•a $479.6 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order due to a softer demand environment, a decline in brokerage volumes, and a reduction in port dray revenues;

•~~a $181.8 million decrease in Intermodal segment revenues (excluding fuel surcharge) due to a decrease in orders and revenue per order;~~

•~~a $141.1 million decrease in fuel surcharge revenues resulting from decreased fuel prices; and~~

•an $86.2 million decrease in Truckload segment revenues (excluding fuel surcharge) driven by a decline in revenue per truck per week within our network business, partially offset by an increase in dedicated volumes and revenue per truck per week due to organic growth and the M&M acquisition.

~~Enterprise revenues (excluding fuel surcharge) decreased $774.4 million, approximately 18%.~~

~~Enterprise Income from Operations and Operating Ratio~~

Enterprise income from operations decreased $192.0 million, approximately 42%, in the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to a decrease in net revenue per order in Logistics, revenue per truck per week in Truckload, and revenue per order in Intermodal. A net gain on sale of $50.9 million in 2022 in connection with the sale of our Canadian facility, the revenue impacts of volume declines within our brokerage business and Intermodal, and incremental equipment depreciation costs also contributed to the decrease. These factors were partially offset by a $57.0 million adverse judgment related to a lawsuit with former owners of WSL in 2022 and an increase in Truckload volumes attributable to our legacy dedicated business and the M&M acquisition in the third quarter of 2023. Lower rail and owner-operator purchased transportation costs, equipment rental expense, performance-based incentive compensation, and driver onboarding costs in 2023 also partially offset the decrease in income from operations.

~~Adjusted income from operations decreased $199.8 million, approximately 43%.~~

~~Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the same period of 2022.~~

~~Enterprise Operating Expenses~~

~~Key operating expense fluctuations are described below.~~

•Purchased transportation costs decreased $619.1 million, or 27%, period over period, primarily resulting from decreased third-party carrier costs within Logistics due to lower purchased transportation costs per order and brokerage volumes, as well as lower rail purchased transportation resulting from a decrease in both rail cost per mile and orders in Intermodal. Owner-operator purchased transportation costs also declined due to lower pay per mile and a reduction in owner-operator capacity within Truckload.

•Salaries, wages, and benefits decreased $30.7 million, or 3%, period over period, largely due to a decrease in performance-based incentive compensation, office salaries and wages due to a reduction in headcount, and healthcare costs as a result of claims favorability and lower plan utilization.

•Fuel and fuel taxes for company trucks decreased $65.4 million, or 17%, period over period, driven by a decrease in 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 $23.5 million, or 9%, period over period, mainly due to additional depreciation expense resulting from trailer growth within Truckload, inflationary unit cost increases for new equipment compounded by a reduction in tractor age of fleet, and incremental depreciation and amortization expense related to the M&M acquisition.

•Operating supplies and expenses—net increased $35.0 million, or 9%, period over period, driven by a $50.9 million net gain in 2022 related to the sale of the Company’s Canadian facility and higher cost of goods sold in our leasing

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business due to an increase in lease activity in 2023. These factors were partially offset by a decrease in equipment rental expense as a result of improved port fluidity, decreased port dray volumes, and an increase in the percentage of dray moves performed by company drivers in 2023, an increase in gains on sales of equipment due to an increase in the quantity of units sold, lower rail storage expense due to improved yard fluidity, and a $2.3 million net reduction in expense related to a 2022 adverse audit assessment over the applicability of state sales tax for prior periods on rolling stock equipment.

•Other general expenses decreased $65.8 million, or 37%, period over period, primarily due to a $57.0 million adverse settlement related to a lawsuit with former owners of WSL in 2022, lower professional service fees, and a decrease in driver onboarding costs due to lower cost per hire and fewer driver hires due to market conditions. These items were partially offset by an increase in bad debt expense.

~~Total Other Expenses (Income)~~

Total other income increased $6.8 million, approximately 101%, in the nine months ended September 30, 2023 compared to the same period in 2022. This change was primarily driven by pre-tax net gains on our equity investments of $20.0 million in 2023 compared to $15.8 million in 2022. Interest income also increased $4.8 million compared to 2022 primarily due to higher interest rates. See Note 6, ~~Investments, for more information on our equity investments.~~

~~Income Tax Expense~~

Our provision for income taxes decreased $48.6 million, approximately 42%, in the nine months ended September 30, 2023 compared to the same period in 2022 due to lower taxable income. The effective income tax rate was 24.2% for the nine months ended September 30, 2023 compared to 25.0% for the same period last year. Our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.

~~Revenues and Income (Loss) from Operations by Segment~~

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

Nine Months Ended
September 30,
Revenues by Segment (in millions)
2023 2022
Truckload $ 1,605.0 $ 1,691.2
Intermodal 790.1 971.9
Logistics 1,051.6 1,531.2
Other 249.5 274.2
Fuel surcharge 507.4 648.5
Inter-segment eliminations (76.4) (74.3)
Operating revenues $ 4,127.2 $ 5,042.7

Nine Months Ended
September 30,
Income (Loss) from Operations by Segment (in millions)
2023 2022
Truckload $ 151.9 $ 283.3
Intermodal 64.8 112.3
Logistics 39.8 117.1
Other 8.6 (55.6)
Income from operations 265.1 457.1
Adjustments:
Litigation and audit assessments 2.9 62.2
Acquisition-related costs 0.9 0.3
Property gain—net — (50.9)
Adjusted income from operations $ 268.9 $ 468.7

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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.~~

~~M&M and deBoer impacts are included within dedicated operations below beginning in the third quarter of 2023 and 2022, respectively.~~

Nine Months Ended
September 30,
2023 2022
Dedicated
Revenues (excluding fuel surcharge) (1)
$ 930.7 $ 892.1
Average trucks (2) (3)
6,115 5,908
Revenue per truck per week (4)
$ 3,958 $ 3,922
Network
Revenues (excluding fuel surcharge) (1)
$ 674.4 $ 796.6
Average trucks (2) (3)
4,392 4,533
Revenue per truck per week (4)
$ 3,993 $ 4,564
Total Truckload
Revenues (excluding fuel surcharge) (5)
$ 1,605.0 $ 1,691.2
Average trucks (2) (3)
10,507 10,441
Revenue per truck per week (4)
$ 3,972 $ 4,201
Average company trucks (3)
8,570 8,420
Average owner-operator trucks (3)
1,937 2,021
Trailers (6)
47,007 42,980
Operating ratio (7)
90.5 % 83.2 %

~~(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 $86.2 million, approximately 5%, in the nine months ended September 30, 2023 compared to the same period in 2022. Rate per loaded mile decreased 7%, due to market conditions; this was partially offset by a 2% increase in volume largely driven by increased dedicated volume due to organic new business growth and the acquisition of M&M.

Truckload income from operations decreased $131.4 million, approximately 46%, in the nine months ended September 30, 2023 compared to the same period in 2022. Factors contributing to the decrease in income from operations include a $50.9 million net gain related to the sale of the Company’s Canadian facility in 2022, higher driver pay driven by additional drivers in dedicated as a result of new business growth and the M&M acquisition, and incremental depreciation due to equipment growth and inflationary cost pressures on equipment in 2023. These items were partially offset by lower owner-operator purchased transportation costs, a reduction in driver recruiting and training expenses, and higher gains on equipment sales primarily during the first half of the year.

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~~Intermodal~~

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

Nine Months Ended
September 30,
2023 2022
Orders (1)
308,718 345,533
Containers 27,185 28,308
Trucks (2)
1,457 1,691
Revenue per order (3)
$ 2,573 $ 2,803
Operating ratio (4)
91.8 % 88.4 %

~~(1)Based on delivered rail orders.~~

~~(2)Includes company and owner-operator trucks at the end of the period.~~

~~(3)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.~~

~~(4)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 $181.8 million, approximately 19%, in the nine months ended September 30, 2023 compared to the same period in 2022. This was driven by market conditions which led to an 11% decrease in orders and a $230, or 8%, decrease in revenue per order.

Intermodal income from operations decreased $47.5 million, approximately 42%, in the nine months ended September 30, 2023 compared to the same period in 2022, mainly the result of factors impacting revenues discussed above, partially offset by lower rail-related costs and dray execution costs due to an increase in the mix of company driver drays.

~~Logistics~~

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

Nine Months Ended
September 30,
2023 2022
Operating ratio (1)
96.2 % 92.4 %

~~(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 $479.6 million, approximately 31%, in the nine months ended September 30, 2023 compared to the same period in 2022. This was mainly the result of a decrease in revenue per order and volume within our brokerage business. Port dray revenues decreased as well due to reduced freight volume and improved port fluidity in 2023.

Logistics income from operations decreased $77.3 million, approximately 66%, in the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to the factors related to revenue listed above. This was partially offset by decreases in third party transportation costs.

~~Other~~

Other income from operations increased $64.2 million in the nine months ended September 30, 2023 compared to the same period in 2022. The change was primarily due to a $57.0 million adverse settlement related to a lawsuit with former owners of WSL in 2022, a decrease in performance-based incentive compensation expense, and $5.2 million of expense related to an adverse audit assessment over the applicability of state sales tax in 2022. This was partially offset by lower income from operations in our leasing business, and $2.9 million of additional interest and penalties related to the sales tax audit assessment. See Note 12, ~~Commitments and Contingencies, for more information.~~

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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.

Historically, our primary source of liquidity has been cash flow from operations. In addition, we have a $250.0 million revolving credit facility ~~which matures~~maturing in November 2027 and a $150.0 million receivables purchase agreement maturing in July 2024, for which our combined available capacity as of March 31, 2024 was $215.6 million. Our revolving credit facility also

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allows us to request an additional increase in total commitment by up to $150.0 million. We had maximum borrowings under the facilities of $115.0 million ~~and a $150.0 million accounts receivable facility maturing in July 2024, for which our combined available capacity as of September 30, 2023 was $227.5 million.~~during the three months ended March 31, 2024. 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)	(in millions)	September 30, 2023		December 31, 2022		(in millions)	March 31, 2024	December 31, 2023
Cash and cash equivalents	Cash and cash equivalents	$	58.5	$	385.7
Marketable securities	Marketable securities	56.4		45.9
Total cash, cash equivalents, and marketable securities	Total cash, cash equivalents, and marketable securities	$	114.9	$	431.6

Debt:	Debt:
Debt:
Debt:
Senior notes
Senior notes
Senior notes	Senior notes	$	185.0	$	205.0
Receivables purchase agreement	Receivables purchase agreement	66.0		—
Credit agreement	Credit agreement	25.0		—
Finance leases	Finance leases	13.0		10.1
Total debt	Total debt	$	289.0	$	215.1

Debt

As of ~~September 30, 2023,~~March 31, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes. See Note 8, 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,					Three Months Ended March 31,
(in millions)	(in millions)	2023		2022		(in millions)	2024	2023
Net cash provided by operating activities	Net cash provided by operating activities	$	486.1	$	578.3
Net cash used in investing activities	Net cash used in investing activities	(776.8)		(371.5)
Net cash used in financing activities	Net cash used in financing activities	(36.5)		(101.9)

~~Nine~~Three Months Ended ~~September 30, 2023~~March 31, 2024 Compared to ~~Nine~~Three Months Ended ~~September 30, 2022~~March 31, 2023

Operating Activities

Net cash provided by operating activities decreased ~~$92.2~~$85.5 million, approximately ~~16%~~47%, in the first ~~nine~~three months of ~~2023~~2024 compared to the same period in ~~2022.~~2023. The decrease was a result of ~~an increase in cash used for working capital, as well as~~ a decrease in net income adjusted for various noncash ~~charges.~~items and an increase in cash used for working capital. Working capital changes were driven by ~~an increase in cash used for payables and other liabilities, partially offset by an increase~~a decrease in cash provided by trade accounts receivable which corresponds with the decrease in ~~revenues.~~revenues, partially offset by a decrease in cash used for payables and other liabilities, along with an increase in claims reserves.

Investing Activities

Net cash used in investing activities decreased $54.4 million, approximately 35%, in the first three months of 2024 compared to the same period in 2023. The decrease in cash used was primarily related to decreases in cash used for purchases of lease equipment, net capital expenditures, investment in notes receivable, purchases of marketable securities, and investments in equity securities.

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~~Investing Activities~~

Net cash used in investing activities increased $405.3 million, approximately 109%, in the first nine months of 2023 compared to the same period in 2022. The increase in cash used was primarily driven by an increase in cash used for acquisitions related to the 2023 acquisition of M&M, an increase in net capital expenditures, and higher purchases of lease equipment.

Net Capital Expenditures

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


		Nine Months Ended September 30,					Three Months Ended March 31,
(in millions)	(in millions)	2023		2022		(in millions)	2024	2023
Purchases of transportation equipment	Purchases of transportation equipment	$	500.6	$	321.1
Purchases of other property and equipment	Purchases of other property and equipment	33.9		38.4
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	(106.2)		(101.1)
Net capital expenditures	Net capital expenditures	$	428.3	$	258.4

Net capital expenditures ~~increased $169.9~~decreased $9.0 million in the first ~~nine~~three months of ~~2023~~2024 compared to the same period in ~~2022.~~2023. The ~~increase~~decrease was driven by a ~~$179.5~~$19.8 million ~~increase~~decrease in purchases of transportation equipment mainly due to ~~replacement equipment, growth capital, and higher costs for new equipment.~~timing of purchases during the first quarter of 2023. Proceeds from sale of property and equipment ~~were comparable~~decreased year over ~~year. 2023 had more~~year primarily due to lower proceeds ~~from equipment sales while 2022 included the proceeds from the Canada property.~~per sale.

Financing Activities

Net cash used in financing activities ~~decreased $65.4~~increased $8.1 million, approximately ~~64%~~36%, in the first ~~nine~~three months of ~~2023~~2024 compared to the same period in ~~2022~~2023 primarily due to ~~$91.0 million of net proceeds from our revolving credit agreements and $50.0 million of proceeds from long-term debt in 2023, partially offset by $51.0~~$13.0 million of treasury stock repurchases during ~~2023 and $10.0~~the first three months of 2024, partially offset by $5.0 million of ~~additional private placement note repayments in 2023.~~net proceeds under revolving credit agreements.

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, ~~2023,~~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, 2023,~~March 31, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.

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, ~~2022~~2023 for our contractual obligations as of December 31, ~~2022.~~2023. There were no material changes to our contractual obligations during the ~~nine~~three months ended ~~September 30, 2023.~~March 31, 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, ~~2022~~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, ~~2022~~2023 as filed with the SEC on February ~~17, 2023.~~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

In May 2023, we began the implementation of a new ERP system which replaced our core financial systems. The new ERP system is designed to increase the efficiency and accuracy of data by streamlining data sources, simplifying complex processes, and reducing manual processes. As part of the implementation process, we made several modifications to our internal control processes and procedures which did not result in significant changes in our internal control over financial reporting. As we continue to evaluate the new ERP system, we may change our processes and procedures, which may result in changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

There ~~have been~~were no ~~other~~ 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, ~~2022, other than the risk described below.~~

~~We recently began the deployment of a new ERP system, and challenges with the implementation of the system may adversely impact our business and operations.~~

In May 2023, we began the implementation of a new ERP system to support and streamline our core financial systems. This implementation requires the integration of the new system with multiple new and existing information systems and business processes. The new ERP system is designed to increase the efficiency and accuracy of data by streamlining data sources, simplifying complex processes, and reducing manual processes. The ERP implementation was substantially complete during the quarter, and we anticipate that it will be completed in the fourth quarter of 2023. Any disruptions, deficiencies, or other problems associated with the implementation of our ERP system, such as quality issues, programming errors, or any cost increases could adversely affect our ability to operate our business, produce timely and accurate financial statements, or comply with applicable regulations. This could result in negative impacts on our business, operations, and stock price or could subject us to potential liability or investigation by regulatory authorities. Additionally, the implementation involves greater utilization of third-party cloud computing services in connection with our business operations. Problems faced by us or our third-party providers relating to this implementation, including technological or business-related disruptions and cybersecurity threats, could adversely impact our business, results of operations, and financial condition for future periods. Any failures identified within our internal controls as a result of this implementation, even if quickly remediated, or difficulties encountered during implementation, may adversely impact our operating results or hinder our ability to report our financial results in a timely and accurate basis.

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, 2023.~~March 31, 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, 2023 - July 31, 2023 161,801 $ 28.91 161,801 $ 109.2
August 1, 2023 - August 31, 2023 157,905 30.05 157,905 104.4
September 1, 2023 - September 30, 2023 177,729 28.19 177,729 99.4
Total 497,435 497,435


Period	Total Number of Shares Purchased (1)	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 (2) (in millions)
January 1, 2024 - January 31, 2024	11,937	$	25.60	11,937	$	83.5
February 1, 2024 - February 29, 2024	391,102	24.44		173,858	79.3
March 1, 2024 - March 31, 2024	414,692	22.58		376,972	70.8
Total	817,731			562,767

(1)Of the 817,731 shares purchased during the three months ended March 31, 2024, 254,964 represent shares of common stock that employees surrendered to satisfy withholding taxes related to the vesting of restricted stock, restricted stock units, and performance share units.

(2)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, 2023,~~March 31, 2024, the Company had ~~$99.4~~$70.8 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.

~~Table of Contents~~

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, 2023,~~March 31, 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
10.1
Private Shelf Agreement dated as of June 17, 2020 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto
8-K 10.1 001-38054 9/1/2023
10.2
Amendment No. 1 to Private Shelf Agreement dated as of June 29, 2020 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto
8-K 10.2 001-38054 9/1/2023
10.3
Amendment No. 2 to Private Shelf Agreement dated as of June 28, 2023 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto
8-K 10.3 001-38054 9/1/2023
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, 2023, formatted in Inline XBRL

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, 2023, 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~~May 2, ~~2023~~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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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, 2023 - July 31, 2023	161,801	$	28.91	161,801	$	109.2
August 1, 2023 - August 31, 2023	157,905	30.05		157,905	104.4
September 1, 2023 - September 30, 2023	177,729	28.19		177,729	99.4
Total	497,435			497,435