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We do, however, have a number of customers whose demand for our services is tied to the broader domestic economy that could, collectively, impact our business and potential revenue growth.
−Removed: These customers could experience a decrease in production due to a decrease in the demand for their products, as a result of a decline in the U.S economy or other global economic factors.
+Added: These customers could experience a decrease in production due to a decrease in the demand for their products, as a result of a decline in the U.S.
+Added: economy or other global economic factors.
They could also use other LTL providers or other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues.
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If we are unable to sufficiently increase our customer rates to offset the increase in our costs, our profitability and cash flows could be materially affected.
−Removed: In 2023, we experienced lower freight volumes due to continued softness in the domestic economy.
+Added: In 2023 and 2024, we experienced lower freight volumes due to continued softness in the domestic economy.
Decreased demand for LTL freight services can negatively impact shipment volume and lower weight per shipment, which in turn can negatively impact freight density in our network.
100 unchanged sentences
Adverse macroeconomic conditions, both in the U.S.
−Removed: and internationally, such as recent high inflation, continued high interest rates and slower economic growth has, and may continue to, negatively affect our customers’ business levels, the amount of transportation services they need, their ability to pay for our services and overall freight levels, any of which might impair our asset utilization.
+Added: and internationally, such as high inflation, continued high interest rates and slower economic growth has, and may continue to, negatively affect our customers’ business levels, the amount of transportation services they need, their ability to pay for our services and overall freight levels, any of which might impair our asset utilization.
Additionally, uncertainty and instability in the global economy or widespread outbreak of an illness or any other communicable disease or public health crisis, as we saw with the COVID-19 pandemic, may lead to fewer goods being transported and could have a material adverse effect on our business, financial condition and results of operations.
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governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase.
−Removed: The rapid evolution and increased adoption of artificial intelligence technologies may also intensify our cybersecurity risks.
We utilize third-party service providers who have access to our systems and certain sensitive data, which exposes us to additional security risks, particularly given the complex and evolving laws and regulations regarding privacy and data protection.
−Removed: While we and our third-party service providers have experienced cyber-attacks and attempted breaches of our and their information technology systems and networks or similar events from time to time, no such incidents have been, individually or in the aggregate, material to us.
+Added: While we have experienced attempted cyber-attacks and attempted breaches of our information technology systems and networks or similar events from time to time, no such incidents have been, individually or in the aggregate, material to us.
+Added: Our third-party service providers have also experienced similar attempted cyber-attacks and attempted breaches, which have thus far been mitigated by us through preventative, detective and responsive measures.
Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of our systems, information and measures, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations.
1 unchanged sentence
Nevertheless, it is difficult to fully protect against the possibility of power loss, telecommunications failures, cyber-attacks, and other cyber incidents in every potential circumstance that may arise.
+Added: The rapid ongoing evolution and increased adoption of emerging technologies such as artificial intelligence (“AI”) and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of these events.
A significant cyber incident, including system failure, security breach, disruption by malware or ransomware, or other damage, could interrupt or delay our operations, damage our reputation and brand, cause a loss of customers, expose us to a risk of loss or litigation, result in regulatory scrutiny, investigations, actions, fines or penalties and/or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial position.
−Removed: Furthermore, any failure to comply with data privacy, security or other laws and regulations, such as the California Consumer Privacy Act and other similar laws that have been or are expected to be enacted in the United States, at both the federal and state level, could result in claims, legal or regulatory proceedings, inquiries or investigations.
+Added: Furthermore, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, creating conflicting reporting requirements.
+Added: These factors and the time spent to comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.
+Added: Additionally, any failure to comply with data privacy, security or other laws and regulations, such as the California Consumer Privacy Act and other similar laws that have been or are expected to be enacted in the United States, at both the federal and state level, could result in claims, legal or regulatory proceedings, inquiries or investigations.
As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modifying or enhancing our systems in the future.
1 unchanged sentence
If we do not adapt to new technologies implemented by our competitors in the LTL and transportation industry, our business could suffer.
−Removed: The LTL and transportation industry may be impacted by rapid changes in technologies.
−Removed: Our competitors may implement new technology, including artificial intelligence applications, that could improve their service, price, available capacity or business relationships and increase their market share.
+Added: In recent years, our industry has been characterized by rapid changes in technology, leading to innovative transportation and logistics concepts that have impacted, or have the potential to significantly impact, our business model, competitive landscape , and the industries of our customers and suppliers.
+Added: AI and other emerging technologies have the potential to alter the delivery of services and business operations across our industry.
+Added: We currently incorporate AI solutions into our business, and these applications may become more important over time.
+Added: If the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased or to violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash flows may be adversely affected.
+Added: AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.
+Added: The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, implement and maintain our AI solutions to minimize unintended harmful impacts.
+Added: Our competitors may implement new technology, including AI applications, that could improve their service, price, available capacity or business relationships and increase their market share.
If we do not appropriately adapt our operations to these new technologies, our business, financial condition, and results of operations may suffer.
+Added: Advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.
+Added: In addition, the timing of when we have to adopt new technologies may be affected by changes in the political or regulatory environment, which could further increase our investment costs, operating complexity , and our ability to offer such technologies to our customers in the jurisdictions in which we operate.
Failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely could cause us to incur costs or result in a loss of business, which may have a material adverse effect on our results of operations and financial condition.
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The services largely depend on the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by, among other things, natural disaster, fire, power loss, telecommunications or Internet failure, acts of terrorism, and other similar damaging events.
−Removed: If any of such services were to become inoperable for an extended period, we might be unable to fulfill our contractual commitments.
+Added: If any of such services were to become inoperable for an extended period, or suffer disruptions to their systems, labor groups, or supply chains that could adversely affect their services, we might be unable to fulfill our contractual commitments.
Furthermore, these third parties may have access to information we maintain about our company, operations, customers, employees, vendors, or technology that are critical to or can significantly impact our business operations.
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Risks Related to Legal and Regulatory Matters
−Removed: The FMCSA’s CSA initiative could adversely impact our ability to hire qualified drivers, meet our growth projections and maintain our customer relationships, each of which could adversely impact our results of operations.
−Removed: The FMCSA’s Compliance, Safety, Accountability initiative (“CSA”) is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver.
+Added: The FMCSA’s C o mpliance, Safety, Accountability initiative (“CSA”) could adversely impact our ability to hire qualified drivers, meet our growth projections and maintain our customer relationships, each of which could adversely impact our results of operations.
+Added: The FMCSA’s CSA is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver.
These measurements are scored and used by the FMCSA to identify potential safety risks and to direct enforcement action.
26 unchanged sentences
Costs and operational risks associated with future climate change concerns or environmental laws and regulations, sustainability requirements and related investor expectations could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: Moreover, even without such regulation, increased awareness and any adverse publicity in the global marketplace about the greenhouse gases emitted by companies in the transportation industry could harm our reputation and reduce customer demand for our services.
The engines in our newer tractors are subject to emissions-control regulations that could substantially increase operating expenses and future regulations concerning emissions or fuel-efficiency may have a material adverse impact on our business.
2 unchanged sentences
In December 2021, the California Air Resources Board (“CARB”) adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks.
+Added: Although CARB recently withdrew its request for a waiver and authorization from the EPA for its Advanced Clean Fleets rule, a proposal that would have required trucking companies to gradually add zero emission vehicles (“ZEVs”) to their fleets, CARB may seek to enforce certain portions of the rule or curtail emissions through other programs.
+Added: Furthermore, CARB’s Advanced Clean Trucks rule, a proposal that would require manufacturers to only sell ZEVs in California beginning in the 2036 model year, is still in effect.
Future strengthening of EPA, CARB or other federal or state regulatory requirements regarding fuel-efficiency or engine emissions of tractors could also result in increases in the cost of capital equipment and maintenance.
−Removed: The CARB’s Advanced Clean Fleets (“ACF”) rule requires fleets to adopt an increasing percentage of zero emission trucks, complementing CARB’s Advanced Clean Trucks (“ACT”) rule.
−Removed: The ACF rule applies to high-priority fleets of 50 or more trucks, aiming to accelerate the transition to zero emission vehicles (“ZEVs”).
−Removed: The ACF rule offers the ZEV Milestones Option or the Model Year Schedule.
−Removed: We have elected the ZEV Milestones Option, which allows fleets to phase in ZEVs between 2025 and 2042, depending on the type of vehicle and its usage.
−Removed: Fleet owners choosing this option must continuously meet or exceed certain scheduled ZEV Fleet Milestone percentage requirements.
−Removed: The ZEV Milestones Option ultimately requires 100% ZEVs by 2035.
−Removed: While CARB’s ACF and ACT regulations may permit companies to seek exemptions or relief, there are no assurances that relief from either regulation will be obtained.
−Removed: At this point, there are virtually no ZEVs widely available that are suitable replacements for current technology used in LTL operations.
−Removed: In addition, there does not appear to be sufficient infrastructure in place to support an electric vehicle fleet operation throughout our current terminal network.
−Removed: If ZEVs are not available or not commercially viable for the LTL market, we may be required to modify or curtail our operations in California.
−Removed: During any transition to zero-emission trucks, due to the mandates on manufacturers limiting diesel engine sales, we may be forced to continue using older model diesel trucks that may require higher maintenance costs or be less reliable.
−Removed: The transition to utilizing ZEVs could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
−Removed: Expectations relating to ESG considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
−Removed: Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion.
+Added: Expectations relating to evolving ESG considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
+Added: Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on evolving ESG considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters.
In addition, we may make statements about our goals and initiatives through our various non-financial reports, information provided on our website, press statements and other communications.
−Removed: Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control.
+Added: Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, may require investment, and depends in part on third-party performance, expectations, or data that is outside our control.
Healthcare and other mandated benefits-related coverage may increase our costs for employee benefits and reduce our future profitability.
26 unchanged sentences
however, dividend payments are subject to approval by our Board of Directors (the “Board”), and are restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under our revolving credit facility and our note purchase and private shelf agreement.
−Removed: As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.
+Added: As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial
+Added: condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.
In addition, any reduction or suspension in our dividend payments could adversely affect the price of our common stock.
48 unchanged sentences
We also use third parties to periodically benchmark and assess our cybersecurity readiness and to assess how any known vulnerabilities might impact our Company as well as the sufficiency of our response.
−Removed: The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall improvement.
+Added: The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall
The Risk Committee of our Board is apprised by management of the results of the third-party analysis, any related action plans, and progress against those plans.
4 unchanged sentences
The Board and the Risk Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident.
−Removed: Our Director of Information Security has served in various roles in information technology and information security for over 30 years, and is a Certified Information Systems Security Professional (CISSP).
+Added: Our Director of Information Security, the management position responsible for assessing and managing material risks from cybersecurity threats, has served in various roles in information technology and information security for over 30 years, and is a Certified Information Systems Security Professional (CISSP).
He and other members of the OD Technology Department work collaboratively across the Company and have implemented programs designed to protect our information systems from cybersecurity threats and position our Company to promptly respond, in coordination with various members of our senior management team, to any cybersecurity incidents in accordance with our incident response and recovery plans.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.