Certain factors may have a material adverse effect on our business, financial condition, and results of operations.
−Removed: You should carefully consider the risks and uncertainties described below, together with all of the other information included in this Annual Report on Form 10-K, including our financial statements and the related notes.
+Added: You should carefully consider the risks and uncertainties described below, together with all the other information included in this Annual Report on Form 10-K, including our financial statements and the related notes.
Our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties.
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Industry and Economic Risks
−Removed: We are subject to general economic conditions that are largely out of our control, any of which could adversely affect our business.
−Removed: Our business is subject to a number of general economic conditions that may have a material adverse effect on our financial condition, the results of operations, liquidity and cash flows, many of which are largely out of our control.
+Added: We are subject to general economic conditions, any of which could adversely affect our business.
+Added: Our business is subject to a number of general economic conditions that may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
These conditions include recessionary economic cycles and downturns in customer business cycles, labor and supply shortages, global uncertainty and instability, inflation, changes in U.S.
−Removed: social, political, and regulatory conditions, tariff and trade discussions and/or a disruption of financial markets.
+Added: social, political, and regulatory conditions, tariffs and disruptions in oil and financial markets.
Economic conditions may adversely affect the business levels of our customers, the amount of transportation services they need and their ability to pay for our services and could reduce the prices we are able to charge for our services.
−Removed: We operate in a highly competitive industry and our business will be adversely impacted if we are unable to adequately address potential downward pricing pressures and other factors.
−Removed: Numerous competitive factors could impair our ability to maintain our current profitability.
+Added: We operate in a highly competitive industry and our business will be adversely impacted if we are unable to adequately address competitive pressures, such as industry consolidation, new competitors in the market, potential downward pricing pressures and other factors.
+Added: Numerous competitive factors could reduce our revenues, profit margins or market share or otherwise impair our business, any one of which may materially adversely affect our financial condition, results of operations, liquidity and cash flows.
These factors include the following:
−Removed: • competition with many other transportation service providers of varying types including LTL carriers, truckload and parcel carriers, as well as non-asset based logistics and freight brokerage companies, some of whom have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages;
+Added: • Competition with many other transportation service providers of varying types including LTL carriers, truckload and parcel carriers, non-asset based logistics, freight brokerage companies, air-freight carriers and railroads, some of whom have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages;
• Transportation companies periodically reduce their prices to gain business, especially during economic recessions or times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or grow our business;
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• Disruptive technologies, including driverless trucks, electric vehicles, alternative fuels, artificial intelligence (AI) applications and software applications to monitor supply and demand may significantly alter historical business models of the trucking industry, potentially leading to increased capital expenditures and emergence of new competitors, some of whom may have greater financial resources than us and other advantages due to their size;
+Added: • Large business enterprises, including e-commerce companies, with greater financial resources than us and other competitive advantages due to their size, have made or could make in the future investments that could enable them to enter into and compete with us in the LTL market;
• The trend toward increased sales in the e-commerce sector as opposed to the traditional brick and mortar store model could threaten the continued operation of our retail customers, which could reduce the demand for our services and adversely impact our revenues;
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The transportation industry is affected by business risks that are largely out of our control.
−Removed: Businesses operating in the transportation industry are affected by risks that are largely out of our control, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
−Removed: These risks include health of the economy, weather and other seasonal factors, excess capacity in the transportation industry, supply chain disruptions, labor shortages, decline in U.S.
−Removed: manufacturing, armed conflicts, acts of terrorism, health epidemics, interest rates, inflation, fuel costs, fuel taxes, license and registration fees, healthcare costs, insurance premiums and coverage availability.
+Added: Businesses operating in the transportation industry are subject to risks that are largely out of our control.
+Added: These risks include the health of the economy, weather and other seasonal factors, excess capacity in the transportation industry, supply chain disruptions, labor shortages, strikes or disruptions involving U.S.
+Added: or international ports, decline in U.S.
+Added: manufacturing, the impact of new or higher tariffs, armed conflicts, acts of terrorism and the government’s subsequent response, health epidemics, interest rates, inflation, fuel costs, taxes, license and registration fees, healthcare costs, insurance premiums and coverage availability.
+Added: These risks, among others, may materially adversely affect our financial condition, results of operations, liquidity and cash flows.
We are dependent on cost and availability of qualified employees and purchased transportation.
−Removed: There is significant competition for qualified drivers within the trucking industry and attracting and retaining qualified drivers has become more challenging as the available pool of qualified drivers has decreased.
+Added: There is significant competition for qualified drivers within the trucking industry and attracting and retaining qualified drivers has become more challenging due to a decreasing pool of qualified drivers and high turnover rates.
Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory requirements, including the Compliance Safety Accountability program (CSA) and the Commercial Driver’s License Drug and Alcohol Clearinghouse of the FMCSA, have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.
−Removed: Moreover, as a result of general macroeconomic factors and the increasingly competitive labor market, we are experiencing difficulty hiring sufficient qualified employees to fill all available positions.
−Removed: The most illustrative example is the significant shortfall of qualified drivers in the trucking industry;
−Removed: however, the labor shortage is not limited to qualified drivers.
−Removed: At times, we have been unable to hire qualified dockworkers, mechanics and office personnel.
−Removed: We may experience shortages of qualified employees that could result in failure to meet customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: Moreover, as a result of general macroeconomic factors and the increasingly competitive labor market, we are experiencing difficulty hiring sufficient qualified employees to fill all available positions, including qualified drivers.
+Added: The labor shortage is not limited to qualified drivers and at times, we have been unable to hire qualified dockworkers, mechanics and office personnel.
+Added: We may experience shortages of qualified employees that could result in the failure to meet customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Our operating and growth strategy depends on our ability to maintain adequate capacity throughout our service network, and we rely on purchased transportation to meet these needs.
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We periodically experience shortages of quality purchased transportation that could result in higher costs for these services or prevent us from meeting customer demands which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
−Removed: Inflation may increase our operating expenses and lower profitability.
−Removed: The Bureau of Labor Statistics reported that the Consumer Price Index increased 3.4 percent in 2023.
−Removed: Most of our operating expenses are sensitive to increases in inflation, including equipment prices, diesel fuel costs, insurance costs, real estate costs, employee wages and purchased transportation.
−Removed: Furthermore, inflation may generally increase costs for materials, supplies and services and capital.
+Added: Inflation may increase our expenses and lower profitability.
+Added: Economic pressures caused by inflation have been significant in the United States in recent years.
+Added: Inflation increases most of our expenses, including equipment prices, maintenance and supply costs, diesel fuel costs, insurance costs, claims costs, utility costs, employee wages and benefits, real estate costs, and purchased transportation.
With increasing costs, we may have to increase our prices to maintain the same level of profitability.
−Removed: If we are unable to increase our prices sufficiently to offset increasing expenses, then inflation could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: If we are unable to increase our prices sufficiently to offset increasing expenses, then inflation may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We are dependent on the cost and availability of diesel fuel and on fuel surcharges.
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We do not hedge against the risk of diesel fuel price increases.
−Removed: General economic conditions, global political events, armed conflicts, acts of terrorism, cybersecurity incidents, inflation, federal, state and local laws and regulations, world supply and demand imbalances, changes in refining capacity, public and investor sentiment, natural or man-made disasters, adverse weather conditions and other external factors could adversely affect the cost and availability of diesel fuel.
+Added: General economic conditions, global political events, armed conflicts, acts of terrorism, cybersecurity incidents, inflation, tariffs, federal, state and local laws and regulations, world supply and demand imbalances, changes in refining capacity, public and investor sentiment, natural or man-made disasters, adverse weather conditions and other external factors could adversely affect the cost and availability of diesel fuel.
In the past, we have been able to obtain diesel fuel from various sources and in the desired quantities, but there can be no assurance that this will continue to be the case in the future.
−Removed: Any shortage or interruption in the supply or distribution of diesel fuel could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: Any shortage or interruption in the supply or distribution of diesel fuel could materially affect our financial condition, results of operations, liquidity and cash flows.
To the extent not offset by diesel fuel surcharges or other customer price changes, volatility in diesel fuel prices could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
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Rapid and significant fluctuations in diesel fuel prices could reduce our profitability unless we are able to make the appropriate adjustments to our pricing strategy.
+Added: Such fluctuations could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Business and Operational Risks
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The trucking business has experienced significant increases in the cost of liability insurance, in the size of jury verdicts in personal injury cases arising from trucking accidents and in the cost of settling such claims.
−Removed: If the number or severity of future claims continues to increase, claims expenses might exceed historical levels or could exceed the amounts of our insurance coverage or the amount of our reserves for self-insured claims, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: If the number or severity of these claims continues to increase, claims expenses might exceed historical levels or could exceed the amounts of our insurance coverage or the amount of our reserves for self-insured claims, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
The Company is dependent on a limited number of third-party insurance companies to provide insurance coverage in excess of its self-insured retention amounts.
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This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly increase our cost for obtaining such coverage, or could subject us to significant liabilities for which no insurance coverage is in place, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
−Removed: Our self-insured retention limits can make our insurance and claims expense higher and/or more volatile.
+Added: Our self-insured retention limits can make our insurance and claims expenses higher and/or more volatile.
We accrue for the estimated costs of the uninsured portion of pending claims based on the nature and severity of individual claims and historical claims development trends.
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Furthermore, insurance companies, as well as certain states, require collateral in the form of letters of credit or surety bonds for the estimated exposure of claims within our self-insured retentions.
−Removed: Their estimates of our future exposure as well as external market conditions could influence the amount and costs of additional letters of credit required under our insurance programs and thereby reduce capital available for future growth or adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: Their estimates of our future exposure as well as external market conditions could influence the amount and costs of letters of credit or surety bonds required under our insurance programs and thereby reduce capital available for future growth or adversely affect our financial condition, results of operations, liquidity and cash flows.
We face risks related to our geographic and network expansion.
−Removed: Commencing in 2017 and continuing through 2023, we implemented a strategy of significantly expanding our geographic and terminal network.
−Removed: Over the past two years, we opened 18 new terminals, including 7 new terminals in 2023.
−Removed: We intend to open 15-20 new terminals in 2024.
+Added: We have implemented a strategy to significantly expand our geographic and terminal network.
+Added: Consistent with our growth strategy, we have recently opened numerous new terminals in new and existing markets, and we intend to continue this terminal network growth in the future.
There can be no assurance that we will be successful at adding new markets or terminals as planned or that such markets or terminals will be profitable.
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Expansion could cause disruptions in our existing geography or customer service levels or require management to devote excessive time and effort to manage the expansion, which could materially adversely affect our business operations and profitability.
−Removed: Operating in new territories may also increase the possibility of union organizing efforts.
−Removed: A delay between the outlay of expenditures to expand our geographic and network footprint and generation of new revenue or higher than anticipated costs or lower than expected revenues from the expansion could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: Operating in new geographies may also increase the possibility of union organizing efforts.
+Added: A delay between the outlay of expenditures to expand our geographic and network footprint and generation of new revenue or higher than anticipated costs or lower than expected revenues from the expansion could negatively impact our business.
We may experience decreased profitability until we are able to fully realize the benefits of the investment, if ever.
+Added: A failure or delay in realizing the benefits of this investment may adversely impact our financial condition, results of operations, liquidity and cash flows.
We face risks related to our purchase of certain real estate assets from Yellow Corporation.
In January 2024, we acquired 17 freight terminals and leases to operate an additional 11 freight terminals pursuant to a sale by Yellow Corporation under Sections 363 and 365 of Chapter 11 of Title 11 of the U.S.
−Removed: In connection with such acquisition, the Company assumed certain liabilities related to those facilities, including assumption of the 11 leases and liabilities relating to environmental, health and safety matters in connection with the ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the U.S.
+Added: In connection with this acquisition, the Company assumed certain liabilities related to those facilities, including assumption of the 11 leases and liabilities relating to environmental, health and safety matters in connection with the ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the U.S.
Bankruptcy Court for the District of Delaware.
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We rely heavily on technology to operate our business and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation.
−Removed: Our ability to attract and retain customers and compete effectively depends upon reliability of our technology network including our ability to provide services that are important to our customers.
+Added: Our ability to attract and retain customers and compete effectively depends upon the reliability of our technology network including our ability to provide services that are important to our customers.
Our cybersecurity and technology infrastructure includes technology products and services provided to us for use in our business by outside providers such as software as a service and cloud-based products and services.
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Our dependence on electronic data storage, cloud-based systems, automated systems and technology, including our website, gives rise to cybersecurity risks.
−Removed: The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, may be difficult to detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely.
−Removed: evolution and adoption of AI technologies may intensify our cybersecurity risks.
+Added: The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, may be difficult to
+Added: detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely.
+Added: The rapid evolution and adoption of AI technologies may intensify our cybersecurity risks.
+Added: We currently maintain insurance to address certain costs associated with cyber incidents and data privacy-related concerns.
+Added: However, we cannot ensure that we will continue to maintain such insurance coverage in amounts we deem sufficient, that our insurance carriers will pay on our insurance claims, or that we will not experience uncovered claims.
A security breach of our systems or those of our third-party providers may cause a disruption of our business, impact our ability to attract, retain and service customers, damage our reputation and brand, expose us to a loss of information or demand for payment of ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations, actions, fines or penalties, and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: Some of Saia’s employees work remotely, which may increase our exposure to cybersecurity risks, including phishing attempts and other cybersecurity attacks and may increase the demand for information technology resources.
+Added: A portion of our workforce operates remotely full-time or under hybrid work arrangements, and we provide these employees with expanded remote network access options to enable them to work outside of our buildings and, in some cases, on their own personal devices, which exposes us to increased cybersecurity risks.
+Added: Such risks include:
+Added: (i) unauthorized access to sensitive or confidential information due to company or personal devices being used to remotely access, discuss, or transmit confidential information, (ii) increased exposure to social engineering attempts such as phishing and other scams as cybercriminals may, among other things, install malicious software on our systems and equipment and access sensitive or confidential information, (iii) increased demand for IT resources, and (iv) violation of international, federal, or state-specific privacy laws.
+Added: Although we have measures in place designed to mitigate our exposure to the increased risk of cybersecurity incidents, we cannot ensure that such measures will effectively prevent a cybersecurity incident.
+Added: Though we currently maintain property and cyber insurance, losses due to cybersecurity incidents may exceed our insurance coverage and may have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.
A failure to keep pace with developments in technology could impair our operations or competitive position.
Our business demands the use of sophisticated systems and technology.
−Removed: These systems and technologies must be refined, updated and replaced with more advanced systems regularly in order for us to meet both internal requirements as well as our customers’ demands and expectations.
−Removed: If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.
+Added: These systems and technologies must be refined, updated and replaced with more advanced systems regularly for us to meet both internal requirements as well as our customers’ demands and expectations.
+Added: If we are unable to do so in a timely manner or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.
We also may not achieve the benefits that we anticipate from any new system or technology and a failure to do so could result in higher than anticipated costs or could impair our results of operations.
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If we do not pursue technological advances or engage in innovation, or if the new technology doesn’t yield the results we expect, we may be placed at a competitive disadvantage, lose customers, incur higher costs or fail to meet our growth strategy.
−Removed: A failure to successfully pursue technological advances could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.
−Removed: We use AI in our business, and challenges with its use could result in reputational harm, competitive harm and legal liability, which could have a material adverse effect on our results of operations.
−Removed: We incorporate AI solutions into our business operations, and these applications may become important in our operations over time.
+Added: A failure to successfully pursue technological advances, including AI applications could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.
+Added: We use AI in our business, and its use could result in reputational harm, competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our results of operations.
+Added: We incorporate certain machine learning AI solutions (but not generative AI) into our business operations, and these applications may become important in our operations over time.
Our competitors or other third parties may incorporate AI into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
Additionally, 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.
−Removed: The use of AI may result in cybersecurity incidents that implicate the personal data of end users.
−Removed: Any such cybersecurity incidents related to our use of AI could adversely affect our reputation and results of operations.
−Removed: 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.
−Removed: The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, implement and maintain our AI to minimize unintended harmful impacts.
+Added: The rapid evolution of AI may result in increased cybersecurity incidents.
+Added: Any such cybersecurity incidents could adversely affect our reputation and results of operations.
+Added: AI also presents emerging ethical issues and if our use
+Added: 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 and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our IT systems to minimize unintended harmful impacts.
+Added: The failure to effectively utilize AI or to respond to cybersecurity threats from the use of AI could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Employees of Saia are non-union.
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We have in the past been the subject of unionization efforts which have been defeated.
−Removed: However, the U.S.
−Removed: Congress could pass labor legislation, or the National Labor Relations Board or other federal agencies could issue regulations or administrative changes, which could make it significantly easier for unionization efforts to be successful.
−Removed: Our expansion into new geographic territory, including the Northeast, and our acquisition of additional terminals previously operated by Yellow Corporation and its subsidiaries could increase our overall risk of unionization.
+Added: Our expansion into new geographic territory and our acquisition of additional terminals previously operated by Yellow Corporation and its subsidiaries could increase our overall risk of unionization.
There can be no assurance that further unionization efforts will not occur in the future and that such efforts will be defeated.
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Investment in new revenue equipment, including tractors and trailers, is a significant part of our annual capital expenditures.
−Removed: The price of such equipment may increase as a result of inflation, increased demand for or decreased supply of such equipment, increased cost of materials and labor or because of current or potential future regulations on newly manufactured tractors, such as regulations issued by the Environmental Protection Agency (EPA) and by various state agencies, particularly the California Air Resources Board (CARB), requiring progressive reductions in exhaust emissions and a transition to zero-emission vehicles.
+Added: The price of such equipment may increase as a result of inflation, new or higher tariffs, increased demand for or decreased supply of such equipment, increased cost of materials and labor or because of current or future regulations on newly manufactured tractors, such as regulations issued by the Environmental Protection Agency (EPA) and by various state agencies, particularly the California Air Resources Board (CARB), requiring progressive reductions in exhaust emissions and a transition to zero-emission vehicles.
Current regulations have increased prices for tractors and maintenance costs and may continue to do so in the future.
3 unchanged sentences
Higher costs for or limitations in the availability of suitable real estate have adversely affected and may continue to adversely affect our business operations.
−Removed: Our business model is dependent on the cost and availability of terminal facilities in key metropolitan areas.
−Removed: We have experienced higher costs to purchase and lease terminal facilities as a result of inflation and higher demand for and reduced supply of such facilities.
−Removed: Shortages in the availability of suitable real estate or delays in obtaining necessary permits or approvals may result in significant additional costs to purchase, lease or build necessary facilities, increase our operating expenses, reduce our revenues, restrict our ability to grow existing markets or expand into new markets and/or prevent us from efficiently serving certain markets.
+Added: Our business model is dependent on the cost and availability of terminal facilities.
+Added: We have experienced higher costs to purchase, lease, build and/or refurbish terminal facilities as a result of inflation and higher demand for and reduced supply of such facilities.
+Added: Shortages in the availability of suitable real estate or delays in obtaining necessary permits or approvals may result in significant additional costs to purchase, lease, build and/or refurbish necessary facilities, increase our capital expenditures and operating expenses, reduce our revenues, restrict our ability to grow existing markets or expand into new markets and/or prevent us from efficiently serving certain markets.
In addition, we may not realize sufficient revenues or profits from our infrastructure investments.
−Removed: Ongoing supply chain disruptions have delayed equipment deliveries and may increase costs or reduce operating capacity or expansion.
+Added: These higher costs and limitations in the availability of suitable real estate may adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: Supply chain disruptions could delay equipment deliveries and could increase costs or reduce operating capacity or expansion.
We do not manufacture any of the equipment or technology hardware used in our business.
Tractors and trailers are important sources of capacity for our network operations and network expansion.
−Removed: The production of tractors and trailers has been impacted by on-going manufacturing and component delays and other supply chain disruptions.
−Removed: In addition, microchips are an important component of much of the equipment we use in our business, including tractors, forklifts, safety equipment and technology hardware.
−Removed: We have experienced, and may continue to experience, an inability to obtain, or delays in the delivery of, equipment necessary for operations, including tractors, trailers and
−Removed: other equipment that contain microchips, as a result of manufacturing delays, supply chain disruptions and microchip shortages.
−Removed: These manufacturing delays, supply chain disruptions and shortages have negatively affected and may continue to negatively affect our operations, increase our costs and impede our ability to grow and meet customer demand.
−Removed: Our business could be negatively affected if our suppliers fail to meet their obligations (whether due to financial difficulties or other reasons), increase prices or make other changes in the material terms of our arrangements with them.
−Removed: In addition, we may not be able to find replacement equipment on favorable terms in the event of future supply chain disruptions.
−Removed: Further, production and delivery disruptions and inefficiencies, suspension of operations or comparable impacts involving one or more of our equipment suppliers could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.
+Added: The production of tractors and trailers could be impacted by manufacturing and component delays and other supply chain disruptions.
+Added: We could be unable to obtain, or incur delays in the delivery of, equipment necessary for operations, including tractors, trailers and other equipment, as a result of manufacturing delays and supply chain disruptions.
+Added: These manufacturing delays, supply chain disruptions and shortages could negatively affect our operations, increase our costs and impede our ability to grow and meet customer demand.
+Added: Changes in U.S.
+Added: international trade relationships, including the imposition of new or higher tariffs, may adversely impact our customers, our industry, and our business.
+Added: We transport a significant number of shipments that have either been imported into the U.S.
+Added: or are destined for export from the U.S.
+Added: government has proposed significant changes in U.S.
+Added: trade policy, including the imposition of new or higher tariffs on goods entering the U.S., including from Mexico and Canada.
+Added: Certain foreign governments either have taken or are threatening to take retaliatory actions in response.
+Added: Any increase in tariffs or customs duties or renegotiation of U.S.
+Added: trade agreements, or any other action that could have a negative impact on international trade, including corresponding actions taken by other countries in response to U.S.
+Added: governmental actions, could cause a reduction in the volume of shipments transported in our network or could increase the cost to us of goods and materials used in our business, which could have a material adverse effect on our financial condition, results of operation, liquidity and cash flows.
Capacity and infrastructure constraints could adversely affect service and operating efficiency.
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Failure to comply with the FCPA may result in legal claims against us or subject us to substantial fines.
−Removed: In addition, we face other risks associated with international operations and relationships, which may include restrictive trade policies, anti-corruption law enforcement, the renegotiation of international trade agreements, and imposition of duties, taxes or government royalties imposed by foreign governments, any of which could adversely affect our business.
+Added: In addition, we face other risks associated with international operations and relationships, which may include restrictive trade policies, anti-corruption law enforcement, the renegotiation of international trade agreements, and imposition of duties, tariffs, taxes or government royalties imposed by domestic or foreign governments, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters caused by climate change.
−Removed: Our operations are subject to seasonal trends and fluctuations common in the transportation industry, which can impact our revenues and operating results in one or more quarterly periods.
−Removed: Severe weather events and natural disasters, such as harsh winter weather, floods, hurricanes, tornadoes, storms or earthquakes could adversely impact our performance by increasing costs, reducing demand, disrupting our operations or the operations of our customers or damaging or destroying our assets, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
−Removed: The Company and our customers are also vulnerable to the increasing impact of climate change.
−Removed: Climate change may have an influence on the severity or frequency of extreme weather conditions.
−Removed: Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes, tornadoes, storms and other weather-related disasters.
−Removed: Disasters created by extreme weather or climate conditions could reduce the demand for our services and cause significant damage to or destruction of our facilities and equipment or the infrastructure we need to operate, which could result in temporary or long-term closures of our facilities and disruptions to our operations.
−Removed: Damage caused by disasters or climate conditions could cause the Company to incur significant expense for repair or replacement of damaged or destroyed facilities and equipment and increases in diesel fuel prices and insurance costs.
−Removed: This could also result in loss or damage to employee homes or being unable to relocate key employees.
−Removed: Such events could result in a material adverse impact to the available workforce, damage to or destruction of freight and tractors and trailers, cancellation of orders, and breaches of customer contracts leading to reduced revenue.
−Removed: The Company has previously experienced severe weather events, including hurricanes, floods, storms and unseasonal snowstorms.
−Removed: Similar events could disrupt our facilities or operations.
−Removed: The continued impacts of climate change could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
−Removed: We face risks related to the geographic concentration of our customers.
−Removed: We have operations throughout the South, Southwest, Midwest, Pacific Northwest, West and Northeast.
−Removed: As a result, changes in the economic climate, consumer trends, market fluctuations or supply shortages could decrease demand for our services in one or more of these regions.
−Removed: For example, the energy sector is important to local economies in several of these regions.
−Removed: If oil and gas market conditions change materially, the demand for our services in these regions could be impacted significantly.
−Removed: Adverse market conditions in one or more of these regions could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: Our operations are subject to seasonal trends and fluctuations common in the transportation industry, which can impact our business in one or more quarterly periods.
+Added: Severe weather events and natural disasters, such as blizzards, floods, wildfires, hurricanes, tornadoes, storms and earthquakes, could adversely impact our performance by disrupting our operations, damaging or destroying our equipment and facilities, increasing operating and maintenance costs, increasing insurance premiums and reducing the demand for our services.
+Added: Climate change may increase the severity or frequency of extreme weather conditions and disasters.
+Added: The Company has previously experienced severe weather events, including hurricanes, floods, wildfires, storms and snowstorms.
+Added: Similar events in the future could disrupt our facilities or operations.
+Added: The impact of severe weather events and natural disasters, including those caused
+Added: by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
We face risks related to the creditworthiness of our customers or other business partners and their ability to pay for services.
6 unchanged sentences
Our business is highly capital intensive.
−Removed: Our net capital expenditures for 2023 were approximately $437.2 million.
−Removed: Additionally, we anticipate net capital expenditures in 2024 in excess of $1 billion, subject to the ongoing evaluation of market conditions.
+Added: Our net capital expenditures for 2024 were approximately $1 billion.
+Added: Additionally, we anticipate net capital expenditures in 2025 in excess of $700 million, subject to the ongoing evaluation of market conditions.
We depend on cash flows from operations, borrowings under our credit facilities and operating and finance leases.
6 unchanged sentences
We must maintain certain financial and other restrictive covenants under our credit agreements, including among others, a maximum consolidated net lease adjusted leverage ratio.
−Removed: If we fail to comply with any of the covenants under our credit agreements, we will be in default under the agreement which could cause cross-defaults under other financial arrangements.
−Removed: In the event of any such default, if we fail to obtain replacement financing, amendments to or waivers under the financing arrangement, our financing sources could cease making further advances, cease issuing letters of credit required under our insurance programs and declare our debt to be immediately due and payable.
+Added: If we fail to comply with any of the covenants under our credit agreements, we will be in default under the agreements which could cause cross-defaults under other financial arrangements.
+Added: In the event of any such default, if we fail to obtain replacement financing or amendments to or waivers under the financing arrangement, our financing sources could cease making further advances, cease issuing letters of credit required under our insurance programs and declare our debt to be immediately due and payable.
If acceleration occurs, we may have difficulty borrowing sufficient additional funds to refinance the accelerated debt or obtain required letters of credit, or we may need to issue securities which would dilute stock ownership.
Even if new financing is made available to us, the terms may not be acceptable.
−Removed: A default under our credit agreements could cause a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: A default under our credit agreements could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We are required to make significant estimates and assumptions in the preparation of our financial statements.
1 unchanged sentence
The preparation of our consolidated financial statements in conformity with U.S.
−Removed: generally accepted accounting principles requires our management to make significant estimates and assumptions that affect the reported amounts
−Removed: of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reported periods.
−Removed: If our underlying estimates and assumptions prove to be incorrect or if events occur that require us to revise our previous estimates or assumptions, our financial condition and results of operations may be materially and adversely affected.
+Added: generally accepted accounting principles requires our management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reported periods.
+Added: Incorrect underlying estimates and assumptions or events that require us to revise our previous estimates or assumptions could have a material adverse effect on our financial condition and results of operations.
If we are unable to retain our key employees, our business could be materially adversely impacted.
6 unchanged sentences
Inadequate succession planning or the unexpected departure of a member of senior management would require our remaining executive officers to divert immediate and substantial attention to fulfilling the duties of the departing executive and to seeking a replacement.
−Removed: The inability to adequately fill vacancies in our senior management positions on a timely basis could negatively affect our ability to implement our business strategy and thus impact our results of operations.
+Added: The inability to adequately fill vacancies in our senior management positions on a timely basis could negatively affect our ability to implement our business strategy and thus materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Changes to our compensation and benefits could adversely affect our ability to attract and retain qualified employees.
−Removed: The compensation we offer our employees is subject to market conditions that may require increases in employee compensation, which becomes more likely as a result of higher inflation and as economic conditions improve.
+Added: The compensation we offer our employees is subject to market conditions that may require increases in employee compensation and benefits, which becomes more likely as a result of higher inflation and as economic conditions improve.
We may experience unusual employee turnover by our drivers, dockworkers, maintenance employees and other personnel that would result in operational deterioration.
−Removed: If we are unable to attract and retain a sufficient number of qualified employees, we could be required to increase our compensation and benefits packages, amend our hiring standards or reduce our operations and face difficulty meeting customer demands, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: If we are unable to attract and retain enough qualified employees, we could be required to increase our compensation and benefits packages, amend our hiring standards or reduce our operations and face difficulty meeting customer demands, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
An increase in the cost of healthcare benefits could have a negative impact on our business.
We maintain and sponsor competitive health insurance and other benefits for our employees and their dependents to attract and retain our employees.
−Removed: We cannot predict the impact that federal or state healthcare legislation or regulation could have on our operations, but it is possible that healthcare benefits and administration costs could become increasingly cost prohibitive, forcing us to either reduce our benefits program (making it more difficult to attract and retain qualified employees) or pay the higher costs.
+Added: We have incurred higher costs for these benefits, and it is possible that healthcare benefits and administration costs could become cost prohibitive, forcing us to either reduce our benefits program (making it more difficult to attract and retain qualified employees) or pay the higher costs.
Either outcome could materially adversely impact our financial condition, results of operations, liquidity and cash flows.
Our business depends in part on our strong reputation.
−Removed: We believe that the Company’s corporate reputation and the positive image of our brand is a valuable asset.
+Added: We believe that the Company’s corporate reputation and the positive image of our brand are valuable assets.
As use of social media becomes more prevalent, our susceptibility to risks related to adverse publicity, whether or not justified, increases.
−Removed: Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy concerns, truck accidents, environmental and sustainability issues, other ESG matters and analyses, and similar matters, even when based on erroneous information, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships.
+Added: Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy events, truck accidents, cargo theft, environmental issues and similar matters, even when based on erroneous information, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships.
The immediacy of certain social media outlets precludes us from having real-time control over postings related to the Company, whether matters of fact or opinion.
−Removed: Information distributed via social media could result in immediate unfavorable publicity that we, like our competitors, do not have the ability to reverse.
−Removed: This unfavorable publicity could result in damage to our reputation and therefore materially adversely impact our operations and profitability.
−Removed: We may not make future acquisitions or, if we do, we may not realize the anticipated benefits of future acquisitions and integration of these acquisitions may disrupt our business and management.
+Added: Information distributed via social media could result in immediate unfavorable publicity that we do not have the ability to reverse.
+Added: Unfavorable publicity, regardless of its cause or source, could result in damage to our reputation and adversely impact our financial condition, results of operations, liquidity and cash flows.
+Added: Our past acquisitions, as well as any future acquisitions we may make, may be unsuccessful or result in other risks such as the failure to realize the anticipated benefits of such acquisitions or the disruption of our business due to such acquisitions.
We may acquire additional businesses and operations in the future.
7 unchanged sentences
• Potential loss of key customers or employees of acquired companies along with the risk of unionization of employees;
−Removed: • temporary depression in prices we charge certain customers in order to match existing customer pricing in the acquired company’s markets;
+Added: • Reductions in prices we charge certain customers in order to match existing customer pricing in the acquired company’s markets;
• Inability to achieve the financial and strategic goals for the acquired and combined businesses;
4 unchanged sentences
We face litigation risks that could have a material adverse effect on the operation of our business.
−Removed: We face litigation risks regarding a variety of issues, including without limitation, accidents involving our trucks and employees, workers’ compensation claims, federal and state labor and employment law claims, securities claims, environmental liability and other matters.
+Added: We face litigation risks regarding a variety of issues, including accidents involving our trucks and employees, workers’ compensation claims, federal and state labor and employment law claims, securities claims, privacy claims, contract claims, environmental liability and other matters.
These proceedings may be time-consuming, expensive and disruptive to normal business operations.
−Removed: The defense of such lawsuits could result in significant expense and the diversion of our management’s time and attention from the operation of our business.
+Added: The defense, settlement or resolution of such matters could result in significant expense and the diversion of our management’s time and attention from the operation of our business.
In recent years, several insurance companies have completely stopped offering coverage to trucking companies for automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.
1 unchanged sentence
Costs we incur to defend or to satisfy a judgment or settle claims may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
−Removed: 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.
−Removed: Tractor engines that comply with the EPA emission-control design requirements have generally been less fuel-efficient and have increased maintenance costs compared to engines in tractors manufactured before these requirements became effective.
−Removed: If we are unable to offset resulting increases in fuel expenses or maintenance costs with higher freight rates or improved fuel economy, our financial condition, results of operations, liquidity and cash flows could be materially adversely affected.
−Removed: In 2021, the EPA announced a series of regulations to be implemented to decrease emissions from new heavy-duty vehicles including the Clean Trucks Plan.
−Removed: In December 2022, the EPA finalized new stringent emission standards to reduce nitrogen oxides and also establish new standards for greenhouse gas emissions from heavy-duty engines under the Clean Trucks Plan.
−Removed: In April 2023, the EPA proposed a new rule under the Clean Trucks Plan that would implement more stringent standards to reduce greenhouse gas emissions from heavy-duty vehicles by reducing carbon emissions and increasing use of zero-emission vehicle technology.
−Removed: At the state level, in December 2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks.
−Removed: 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: CARB has also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in our operations in California.
−Removed: CARB’s Advanced Clean Truck regulation is designed to ensure that zero-emission vehicles are brought to market in California.
−Removed: That regulation requires manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales starting with model year 2024.
−Removed: By 2035, zero-emission truck/chassis sales must account for 40% of truck tractor sales in the state.
−Removed: In April 2023, CARB adopted the Advanced Clean Fleets regulation, mandating that operators of 50 or more trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles.
−Removed: The regulation includes a phase-in period from 2027 to 2045, depending on the class of vehicle.
−Removed: Other states have signed a multi-state agreement to require 100% sales of zero-emission trucks by 2050.
−Removed: While CARB’s Advanced Clean Truck regulation and Advanced Clean Fleets regulation may permit companies to seek exemptions or relief, there are no assurances that relief from either regulation will be obtained.
+Added: The engines in our tractors are subject to emissions-control regulations that could substantially increase operating expenses, and regulations concerning emissions or fuel-efficiency may have a material adverse impact on our business.
+Added: The EPA, Department of Transportation (DOT), and the California Air Resources Board (CARB) have issued regulations requiring significant reductions in greenhouse gas emissions for medium and heavy duty trucks over model years 2027 to 2032.
+Added: Tractor engines that comply with the EPA emission-control design requirements have generally been more expensive, less fuel-efficient and have increased maintenance costs compared to engines in tractors manufactured before these requirements became effective.
+Added: If we are unable to offset the higher costs associated with this equipment with higher freight rates or improved fuel economy, our financial condition, results of operations, liquidity and cash flows could be materially adversely affected.
+Added: In California, CARB has also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in our operations in California.
+Added: CARB’s Advanced Clean Truck (ACT) regulation is designed to ensure that zero-emission vehicles are brought to market in California.
+Added: That regulation requires manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales.
+Added: By 2035, zero-emission truck/chassis sales must account for 40 percent of truck tractor sales in the state.
At this point, there are virtually no zero-emissions vehicles widely available that are suitable replacements for current technology used in less-than-truckload operations.
5 unchanged sentences
Costs of compliance with or liability for violation of existing or future regulations may adversely affect our business.
−Removed: The Department of Transportation (DOT) and various state agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and financial reporting.
+Added: The DOT and various state agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and financial reporting.
We may also become subject to new or more restrictive regulations imposed by the DOT, the Occupational Safety and Health Administration, the Food and Drug Administration or other authorities relating to engine exhaust emissions, safety performance and measurements, driver hours of service, drug and alcohol testing, food safety, security, ergonomics, as well as other unforeseen matters.
3 unchanged sentences
There can be no assurance that such taxes will not substantially increase or that new or revised forms of operating taxes or tax laws or regulations, will not be imposed on the industry.
−Removed: Higher tax rates, claims, audits, investigations or legal proceedings involving
−Removed: taxing authorities could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
−Removed: The FMCSA rules on motor carrier driver hours of service limit the maximum number of hours a driver may be on duty between mandatory off-duty hours.
+Added: Higher tax rates, claims, audits, investigations or legal proceedings involving taxing authorities could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: The FMCSA rules on motor carrier driver hours of service limit the maximum number of hours a driver may be on duty between mandatory off-duty hours and require driver rest breaks.
These rules could result in us not meeting customer demands, upward pressure on driver wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
The Company’s operations are subject to a variety of other federal, state and local laws and regulations, including labor and employment, wage and hour and employee benefit laws and regulations, tax, environmental, health and safety, data privacy, anti-trust and securities laws and regulations.
−Removed: Compliance with these laws and regulations is onerous and expensive.
+Added: Compliance with these laws and regulations is
+Added: onerous and expensive.
New and changing laws and regulations can adversely affect the Company’s business by increasing costs and requiring changes to the Company’s business.
1 unchanged sentence
There can be no assurance the Company’s employees, contractors or agents will not violate such laws and regulations or the Company’s policies and procedures.
−Removed: If the Company is found to have violated laws and regulations, it could materially adversely affect the Company’s business, reputation, results of operations and financial condition.
+Added: If the Company is found to have violated laws and regulations, it could materially adversely impact our financial condition, results of operations, liquidity and cash flows.
We may incur unforeseen costs from new and existing data privacy laws.
Our business is subject to increased legislative and regulatory efforts regarding data protection and transparency in how data is used and stored.
−Removed: State governments have enacted and may enact in the future data protection laws, including the State of California’s California Consumer Privacy Act of 2018 as amended and extended by the California Privacy Rights Act in November of 2020.
−Removed: As a transportation and logistics provider, we collect and process significant amounts of customer data on a daily basis.
+Added: State governments have enacted and may enact in the future data protection laws, such as the California Consumer Privacy Act of 2018 as amended and extended by the California Privacy Rights Act in 2020.
+Added: As a transportation and logistics provider, we collect and process significant amounts of data daily.
Complying with data protection laws may increase our compliance costs or require alterations to our data handling practices.
−Removed: The increasing scope and complexity and the uncertainty of the interpretation and enforcement of these laws create regulatory risk.
−Removed: Violations or noncompliance could result in significant fines from governmental or consumer actions and negative impacts to our reputation, financial condition, results of operations, liquidity and cash flows.
+Added: The increasing scope and complexity and the uncertainty of the interpretation and enforcement of these laws create legal risk.
+Added: Violations or noncompliance with data protection laws could result in significant liability from governmental or civil actions and negative impacts to our reputation, financial condition, results of operations, liquidity and cash flows.
We are subject to various environmental laws and regulations.
−Removed: Costs of compliance with or liabilities for violations of existing or future regulations could have a material adverse effect on our business and operations.
+Added: Costs of compliance with or liabilities for violations of existing or future environmental laws and regulations could have a material adverse effect on our business and operations.
Our operations are subject to environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks and discharge and retention of storm water.
We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination may have occurred.
+Added: Under existing law, we could be held responsible for costs related to environmental contamination at or emanating from our current and past facilities and at third party waste disposal sites.
Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal and costs associated with the leakage or discharge of hazardous materials we transport for our customers, among others.
−Removed: Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances can occur and may subject us to cleanup costs, liabilities not covered by insurance, substantial fines or penalties and to civil and criminal liability, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
+Added: Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances have occurred in the past and can occur in the future and may subject us to cleanup costs, liabilities not covered by insurance, substantial fines or penalties and to civil and criminal liability, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
In addition, there is global scientific consensus that emissions of greenhouse gases (GHG) continue to alter the composition of Earth’s atmosphere in ways that are affecting and are expected to continue to affect the global climate.
1 unchanged sentence
This increased focus may result in new legislation, taxes, regulations and customer requirements, such as limits on vehicle weight and size and restrictions on GHG emissions, which could negatively affect us.
−Removed: In addition, several states, including states where we conduct business, are considering various GHG registration and reduction programs.
−Removed: The EPA could also decide to further regulate GHG emissions.
−Removed: These regulations could increase the costs of replacing and maintaining tractors, cause us to incur additional taxes, direct costs and capital expenditures to make changes to our operations in order to comply with any new regulations and customer requirements.
−Removed: The regulations could also cause delays in our operations if they require the Company to be subject to a maximum emissions allowance and could result in losses to our revenue.
+Added: In addition, several states, including states where we conduct business, have adopted various GHG disclosure and reduction programs.
+Added: The EPA and the states could also further regulate GHG emissions.
+Added: These regulations could increase the costs of replacing and maintaining tractors, and cause us to incur additional taxes and operating costs and capital expenditures to make changes to our operations in order to comply with these regulations.
+Added: The regulations could also cause delays or disruptions in our operations and could reduce our revenues.
We are subject to increasing investor and customer sensitivity to sustainability issues, and we may be subject to additional requirements related to shareholder proposals, customer-led initiatives, or our customers’ efforts to comply with environmental programs.
1 unchanged sentence
We could lose revenue if our customers divert business from us because we have not complied with their sustainability requirements.
−Removed: These costs, changes and loss of revenue could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: costs, changes and loss of revenue could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: Changes to the way LTL freight is categorized may disrupt our business and lead to increased costs to our customers.
+Added: In 2025, the National Motor Freight Classification (NMFC) system will undergo several major changes designed to enhance the classification of LTL freight.
+Added: The announced changes consist of a standardized density scale for LTL freight without handling, stowability or liability issues, a system of unique identifiers for freight that has special handling, stowability, or liability issues, and commodity listings that are condensed and modernized.
+Added: These changes are to be implemented in phases and are intended to increase freight classification efficiency.
+Added: Changes to the NMFC system could cause decreased revenues due to potential customer confusion during implementation of the new classification system and increased costs of implementing the new system into our business operations.
+Added: These changes to the NMFC system could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We may incur additional costs from new and existing laws and regulations regarding how to classify workers.
−Removed: State governments have enacted, and may enact in the future, laws classifying the employment status of workers, including the State of California’s Assembly Bill 5, which classifies workers in California and presumes that a worker is an employee rather than an independent contractor.
−Removed: In January 2024, the U.S.
−Removed: Department of Labor issued its final rule regarding whether a worker is an employee or an independent contractor under the federal Fair Labor Standards Act, expanding the federal test and favoring a worker being classified as an employee.
−Removed: Although we do not typically use independent contractors in our workforce, firms that provide services to Saia often do use independent contractors, and these new laws and regulations could lead to the reclassification of independent contractors as employees increasing the prices charged by such firms providing services to Saia, including the cost of purchased transportation.
+Added: Regulations issued by the U.S.
+Added: Department of Labor and the laws of several states, including California, favor treating a worker as an employee rather than an independent contractor.
+Added: Although we do not typically use independent contractors in our workforce, firms that provide services to Saia often do use independent contractors.
+Added: These new laws and regulations could lead to the reclassification of independent contractors as employees increasing the prices charged by such firms providing services to Saia, including the cost of purchased transportation.
+Added: These reclassification risks could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
CSA could adversely affect our results of operations and ability to maintain or grow our business.
17 unchanged sentences
Health epidemics, pandemics and similar outbreaks can have significant and widespread impacts.
−Removed: As we saw during the COVID-19 pandemic, the measures taken by many governments in response adversely affected and could in the future continue to adversely affect the Company’s business, results of operations, financial condition and stock price.
−Removed: The extent to which a health epidemic, pandemic or outbreak may impact the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including the timing, extent and duration of the health event, the development, availability, distribution and effectiveness of vaccines or treatments, the imposition of protective public safety measures, and the impact of the outbreak on the global economy and demand for products and services.
+Added: The extent to which a health epidemic, pandemic or outbreak may impact the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including the timing, extent and duration
+Added: of the health event, governmental responses to the event, the development, availability, effectiveness of vaccines or treatments, the imposition of protective public safety measures, and the impact of the outbreak on the global economy and demand for products and services.
Additional future effects on the Company could include material adverse impacts on demand for the Company’s services, the Company’s ability to execute its operating and strategic plans, the Company’s profitability and cost structure, and supply chain disruptions.
−Removed: The Company faces risks from certain international conflicts that could adversely impact our business and financial results .
−Removed: International security concerns and conflicts, including those in Russia-Ukraine, Taiwan-China, Israel-Gaza and other geopolitical tensions, and potential actions or retaliatory measures taken in respect thereof, have had and could continue to have a material adverse effect on global trade and economic activity.
−Removed: The consequences of such conflicts include embargoes, regional instability, supply chain disruptions, disruptions of global financial markets, reduced access to natural gas and higher energy prices.
+Added: The Company faces risks from international conflicts that could adversely impact our business and financial results .
+Added: International security concerns and conflicts, including those in Russia-Ukraine, Taiwan-China, in the Middle East, and other geopolitical tensions, and potential actions or retaliatory measures taken in respect thereof, have had and could continue to have a material adverse effect on global trade and economic activity.
+Added: The consequences of such conflicts include embargoes, regional instability, supply chain disruptions, new or higher tariffs, disruptions of global financial markets, reduced access to oil and natural gas and higher energy prices.
The extent of a conflict's effect on the global economy cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein.
Ultimately, these or other factors associated with international conflicts could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
−Removed: We are subject to increasing investor and customer sensitivity to social and sustainability issues and our failure to address these issues could impact the price of our stock and the demand for our services.
−Removed: Investors and customers are increasingly focused on non-financial factors when evaluating and selecting investments and companies with which to do business, the effect of which is demonstrated by the growth of Environmental, Social & Governance metrics.
−Removed: This focus is rapidly growing and evolving.
−Removed: Despite our efforts to adapt to and address these concerns, our Company’s efforts may be insufficient, and our industry may be generally disfavored by the investing community at large.
−Removed: Due to the rapid evolution of tracking scorecards in sustainable investing, it is difficult to predict how our efforts with respect to social and sustainability matters will be evaluated by current and prospective investors and customers.
−Removed: As a result, investors may choose not to purchase our stock, which may result in a general decline in the market price for our shares, and customers may elect not to do business with us, which would reduce our revenues.
−Removed: The increasing focus on social and sustainability matters could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
+Added: We are subject to evolving and often contradictory stakeholder expectations regarding environmental and social issues and our failure to meet stakeholder expectations could impact the demand for our services or the price of our stock.
+Added: Companies across all industries, including Saia, are subject to increased scrutiny from stakeholders, including investors, customers, shareholder advocacy groups and governmental entities, concerning environmental matters, such as greenhouse gas emissions, and social issues, such as employment practices and civil rights.
+Added: These expectations are often contradictory, are evolving and can be difficult to manage.
+Added: If we are unable to meet these stakeholder expectations, our reputation could be harmed resulting in a loss of revenues, we could face litigation or investors may choose not to invest in our stock resulting in a decline in our stock price.
Certain provisions of our governing documents and Delaware law could have anti-takeover effects.
As a Delaware corporation, we are subject to certain Delaware anti-takeover provisions.
−Removed: Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction.
+Added: Under Delaware law, a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction.
Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of the Company.
−Removed: Our Restated Certificate of Incorporation and By-laws contain certain provisions which may have the effect of delaying, deferring or preventing a change of control of the Company.
+Added: Our Restated Certificate of Incorporation and Bylaws contain certain provisions which may have the effect of delaying, deferring or preventing a change of control of the Company.
Such provisions include, for example, a prohibition on stockholder action by written consent, authorization of the Board of Directors to issue preferred stock in series with the terms of each series to be fixed by the Board of Directors, limitations on who may call special stockholder meetings, and advance notice procedures for stockholder proposals and nominations to the Board of Directors.
4 unchanged sentences
Weakness or a loss of confidence in financial markets could adversely impact demand for our services or for our stock.
−Removed: Weakness or a loss of confidence in the financial markets could cause a decline in our share price and cause broader economic downturns.
−Removed: An economic downturn could lower demand for our services, decrease the price we can charge for our services, increase the incidence of customers’ inability to pay their accounts, or increase insolvency of
−Removed: our customers, any of which could materially adversely affect on our financial condition, results of operations, liquidity and cash flows.
+Added: Weakness or a loss of confidence in the financial markets could cause our share price to decline and cause broader economic downturns.
+Added: Weakness or a loss of confidence in the financial markets or economic downturn could also lower demand for our services, decrease the price we can charge for our services, increase the incidence of customers’ inability to pay their accounts, or increase insolvency of our customers, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Disruptions in the credit markets, including in the availability and cost of short-term funds for liquidity and letter of credit requirements, may adversely affect our business and our ability to meet long-term commitments.
If internal funds are not available from our operations, we may be required to rely on the capital and credit markets to meet our financial commitments and short-term liquidity needs.
−Removed: Disruptions in the capital and credit markets could adversely affect our ability to draw on our credit facilities and obtain letters of credit required for our insurance programs.
−Removed: Our access to funds and letters of credit under that credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments.
−Removed: Those banks may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time.
−Removed: Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.
+Added: Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, significantly higher interest rates, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.
Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.
+Added: Such disruptions may have a material adverse effect on our financial condition, results of operation, liquidity and cash flows.
The market value of our common stock may fluctuate and could be substantially affected by various factors.
The price of our common stock on the Nasdaq Global Select Market constantly changes.
−Removed: We expect that the market price of our common stock will continue to fluctuate and the fluctuations may be unrelated to our financial performance.
−Removed: Our share price may fluctuate as a result of a variety of factors, many of which are beyond our control.
−Removed: Factors that could cause fluctuation of our stock price include, but are not limited to, the following:
+Added: Such fluctuations may be unrelated to our financial performance.
+Added: We expect that the market price of our common stock will continue to fluctuate due to a variety of factors, many of which are beyond our control.
+Added: These factors include, but are not limited to:
• Actual or anticipated variations in our earnings, financial or operating performance or liquidity, or those of other companies in our industry;
5 unchanged sentences
• Actions by government regulators;
+Added: • Potential costs and liabilities associated with cyber events;
+Added: • Widespread outbreak of an illness, any other communicable disease or public health crisis, and the government’s response thereto;
• Litigation involving our company, our industry or both;
3 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.