4 unchanged sentences
We have audited the accompanying consolidated balance sheets of Schneider National, Inc.
−Removed: and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, cash flows, and shareholders' equity, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
+Added: and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
12 unchanged sentences
Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Claims Accruals — Refer to Note 1 to the financial statements
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Accident-related and Workers Compensation Claims Accruals — Refer to Note 1 to the financial statements
Critical Audit Matter Description
2 unchanged sentences
The claims accruals are based on estimated or expected losses for claims considering the nature and severity of each claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, the specific facts of individual cases, the jurisdictions involved for each case, estimates of future claims development, and the legal and other costs to settle or defend the claims.
−Removed: At December 31, 2023 and 2022, the Company had an accrual of $178.4 million and $164.9 million, respectively, for estimated claims net of reinsurance receivables.
−Removed: The subjectivity of estimating the claims accruals for pending claims and incurred but not reported claims requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists, when performing audit procedures to evaluate whether claims accruals are appropriately stated as of December 31, 2023.
+Added: We identified the estimation of certain accident-related claims for personal injury, collision, and comprehensive compensation, along with workers' compensation claims accruals as a critical audit matter.
+Added: The subjectivity of estimating these claims accruals for pending claims and incurred but not reported claims requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists, when performing audit procedures to evaluate whether these claims accruals are appropriately stated as of December 31, 2024.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the claims accruals included the following, among others:
−Removed: • We tested the effectiveness of internal controls related to claims accruals, including those over the projected development of known claims and incurred but not reported claims.
−Removed: • We evaluated the methods and assumptions used by management to estimate claims accruals by:
+Added: Our audit procedures related to these claims accruals included the following, among others:
+Added: • We tested the effectiveness of internal controls related to these claims accruals, including those over the projected development of known claims and incurred but not reported claims.
+Added: • We evaluated the methods and assumptions used by management to estimate certain claims accruals by:
◦ Testing the underlying data and inputs for completeness and accuracy that served as the basis for the actuarial analysis, including reconciling the claims data to the Company’s actuarial analysis, testing the annual exposure data, and testing current year claims and payment data.
◦ Comparing management’s selected claims accrual estimates to the range provided by their third-party actuary and to historical trends.
−Removed: ◦ With the assistance of our actuarial specialists, we developed an independent range of estimates of the claims accruals, utilizing loss development factors from the Company’s historical data and industry claim development factors, and compared our estimated range to management’s recorded reserve.
−Removed: Goodwill Valuation – Midwest Logistics Systems Reporting Unit prior to Operating Segment Realignment — Refer to Note 6 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: The Company’s evaluation of goodwill for potential impairment involves comparing the fair value of each reporting unit to its carrying value.
−Removed: The Company determines the fair value of its reporting units using a combination of (1) an income approach based on the present value of estimated future cash flows and (2) market approaches based on Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) valuation multiples of comparable companies and transactions.
−Removed: Significant judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows.
−Removed: Assumptions used in impairment evaluations, such as forecasted growth rates and cost of capital could have significant impacts in determining the fair value of reporting units, the amount of any goodwill impairment charge, or both.
−Removed: Prior to the Company’s segment realignment on October 31, 2023, management tested the Midwest Logistics Systems (“MLS”) reporting unit goodwill balance, which was $104.3 million, in which the fair value of MLS exceeded its carrying value, and therefore, no impairment was recognized.
−Removed: The subjectivity of management’s estimates and assumptions related to the discount rate, forecasts of future revenues and profitability, and EBITDA valuation multiples requires a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the selection of the discount rate, forecasts of future revenues and profitability, and EBITDA valuation multiples for the MLS reporting unit included the following, among others:
−Removed: • We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the selection of the discount rate, forecasts of future revenues and profitability, and EBITDA valuation multiples.
−Removed: • We evaluated the reasonableness of management’s forecasts for both revenue and profitability by comparing the forecasts to (1) historical results, (2) internal communications to the Board of Directors, (3) forecasted information in industry reports, and (4) obtaining long-term customer contracts which support near-term revenue growth projections.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by (1) testing the source information underlying the determination of the discount rate, (2) testing the mathematical accuracy of the calculations, and (3) developing a range of independent estimates and comparing those to the discount rate selected by management.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the EBITDA valuation multiples selected by (1) testing the source information underlying the determination of the discount rate, (2) testing the mathematical accuracy of the calculations, and (3) assessing the appropriateness of the guideline companies and transactions.
+Added: ◦ With the assistance of our actuarial specialists, we developed an independent range of estimates of certain claims accruals, utilizing loss development factors from the Company’s historical data and industry claim development factors, and compared our estimated range to management’s recorded reserve.
/s/ Deloitte & Touche LLP
9 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at M&M Transport Services, LLC, which was acquired on August 1, 2023, and whose financial statements constitute 5.7% of total assets of the consolidated financial statement total assets and 1.3% of operating revenues of the consolidated financial statement operating revenues as of and for the year ended December 31, 2023.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at M&M Transport Services, LLC.
+Added: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Cowan Systems, which was acquired on December 2, 2024, and whose financial statements constitute 9.4% of total assets of the consolidated financial statement total assets and 0.9% of operating revenues of the consolidated financial statement operating revenues as of and for the year ended December 31, 2024.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Cowan Systems.
Basis for Opinion
31 unchanged sentences
Other general expenses 124.4 148.7 217.1
−Removed: Goodwill impairment charge — — 10.6
Total operating expenses 5,125.3 5,202.5 6,004.0
3 unchanged sentences
Interest expense 16.6 14.2 9.6
−Removed: Other income—net ( 16.9 ) ( 10.3 ) ( 18.7 )
−Removed: Total other income—net ( 9.7 ) ( 3.6 ) ( 8.3 )
+Added: Other expenses (income)—net 0.7 ( 16.9 ) ( 10.3 )
+Added: Total other expenses (income)—net 13.0 ( 9.7 ) ( 3.6 )
Income before income taxes 152.2 306.1 604.0
61 unchanged sentences
Accumulated other comprehensive loss ( 3.8 ) ( 3.4 )
−Removed: Treasury stock at cost ( 2,505,267 and no shares)
+Added: Treasury stock at cost ( 3,795,036 and 2,505,267 shares)
+Added: ( 96.4 ) ( 66.9 )
Total Shareholders’ Equity
11 unchanged sentences
Depreciation and amortization 413.7 382.5 350.0
−Removed: Goodwill impairment — — 10.6
Gains on sales of property and equipment—net ( 3.5 ) ( 28.7 ) ( 85.7 )
8 unchanged sentences
Other assets ( 6.5 ) ( 21.2 ) ( 43.4 )
−Removed: Payables ( 32.6 ) ( 42.2 ) 70.2
Claims reserves and receivables—net 38.0 9.4 8.5
+Added: Payables ( 32.7 ) ( 32.6 ) ( 42.2 )
Other liabilities 11.5 ( 37.6 ) 0.7
10 unchanged sentences
Investments in equity securities and equity method investment ( 0.1 ) ( 17.6 ) ( 24.2 )
−Removed: Investment in note receivable ( 10.0 ) — —
−Removed: Acquisitions and sale of business, net of cash acquired ( 240.2 ) ( 31.7 ) ( 271.3 )
+Added: Investments in notes receivable ( 2.5 ) ( 10.0 ) —
+Added: Business acquisitions, net of cash acquired ( 393.2 ) ( 240.2 ) ( 31.7 )
Net cash used in investing activities ( 791.5 ) ( 907.6 ) ( 598.8 )
7 unchanged sentences
Other financing activities ( 3.8 ) ( 6.3 ) 1.0
−Removed: Net cash used in financing activities ( 55.7 ) ( 116.7 ) ( 90.4 )
+Added: Net cash provided by (used in) financing activities 120.6 ( 55.7 ) ( 116.7 )
Net increase (decrease) in cash and cash equivalents 15.2 ( 283.3 ) 140.9
2 unchanged sentences
End of period $ 117.6 $ 102.4 $ 385.7
+Added: Year Ended December 31,
+Added: 2024 2023 2022
Additional Cash Flow Information:
4 unchanged sentences
Sale of assets in exchange for notes receivable 4.0 — 2.3
−Removed: Cash paid during the period for:
+Added: Cash paid (refunded) during the period for:
Interest 14.3 10.2 9.3
15 unchanged sentences
Net income — — 238.5 — — 238.5
−Removed: Other comprehensive loss — — — ( 5.0 ) — ( 5.0 )
+Added: Other comprehensive income — — — 1.6 — 1.6
Share-based compensation expense — 17.0 — — — 17.0
Dividends declared at $ 0.36 per share of Class A and Class B common shares — — ( 64.4 ) — — ( 64.4 )
+Added: Repurchases of common stock — — — — ( 66.9 ) ( 66.9 )
Share issuances — 0.1 — — — 0.1
3 unchanged sentences
Net income — — 117.0 — — 117.0
−Removed: Other comprehensive income — — — 1.6 — 1.6
+Added: Other comprehensive loss — — — ( 0.4 ) — ( 0.4 )
Share-based compensation expense — 13.9 — — — 13.9
1 unchanged sentence
Repurchases of common stock — — — — ( 29.5 ) ( 29.5 )
−Removed: Share issuances — 0.1 — — — 0.1
Exercise of employee stock options — 2.6 — — — 2.6
25 unchanged sentences
We may incur credit losses in excess of recorded allowances if the full amount of anticipated proceeds from the sale or re-lease of the asset supporting the third party’s financial obligation, which can be impacted by economic conditions, is not realized.
−Removed: Our inventories consist of tractors and trailing equipment owned by our equipment leasing company to be sold or leased to owner-operators, as well as parts, tires, supplies, and fuel for use in our Company operations.
+Added: Our inventories consist of tractors owned by our equipment leasing company to be sold or leased to owner-operators, as well as parts, tires, supplies, and fuel for use in our Company operations.
These inventories are valued at the lower of cost or net realizable value using specific identification or average cost.
1 unchanged sentence
(in millions) December 31, 2024 December 31, 2023
−Removed: Tractors and trailing equipment for sale or lease $ 99.0 $ 35.8
+Added: Tractors for sale or lease $ 72.1 $ 99.0
Replacement parts 16.1 17.5
38 unchanged sentences
Assets Held for Sale
−Removed: Assets held for sale consist of transportation equipment and are included in prepaid expenses and other current assets in the consolidated balance sheets.
+Added: Assets held for sale consist of transportation equipment and are included in prepaid expenses and other current assets on the consolidated balance sheets.
Reclassification to assets held for sale occurs when the required criteria, as defined by ASC 360, Property, Plant and Equipment , are satisfied.
3 unchanged sentences
Impairment losses are recorded in operating supplies and expenses—net in the consolidated statements of comprehensive income.
−Removed: We recorded no significant impairment losses for the years ended December 31, 2023, 2022, or 2021.
+Added: We recorded no significant impairment for the years ended December 31, 2024, 2023, or 2022.
Assets held for sale by segment as of December 31, 2024 and 2023 were as follows:
14 unchanged sentences
Capitalized computer costs are evaluated for impairment on an ongoing basis.
−Removed: If events or changes in circumstances (such as the manner in which the hosting arrangement is expected to be used) indicate that the carrying value may not be recoverable, the Company will evaluate the asset for impairment.
+Added: If events or changes in circumstances (such as the manner in which the hosting arrangement is expected to be used) indicate that the carrying value may not be recoverable, the
+Added: Company will evaluate the asset for impairment.
If impairment is identified, it is recorded in operating supplies and expenses—net in the consolidated statements of comprehensive income.
8 unchanged sentences
$ 25.5 $ 28.9
−Removed: (1) On the consolidated balance sheets, the current portion of CCA implementation costs are included within prepaid expenses and other current assets and amounted to $ 6.7 million and $ 1.3 million for the years ended December 31, 2023 and 2022, respectively, and the noncurrent portion is included in internal use software and other noncurrent assets and amounted to $ 22.2 million and $ 23.5 million for the years ended December 31, 2023 and 2022, respectively.
+Added: (1) On the consolidated balance sheets, the current portion of CCA implementation costs are included within prepaid expenses and other current assets and amounted to $ 6.7 million for the years ended December 31, 2024 and 2023, and the noncurrent portion is included in internal use software and other noncurrent assets and amounted to $ 18.8 million and $ 22.2 million for the years ended December 31, 2024 and 2023, respectively.
Goodwill is tested for impairment annually in October, or more frequently if impairment indicators exist.
20 unchanged sentences
Treasury Stock
−Removed: In 2023, the Company approved a stock repurchase program (the “Share Repurchase Program”) in which it periodically purchases its own common stock to offset the dilutive effects of equity grants to employees over time.
+Added: In 2023, the Board approved a stock repurchase program (the “Share Repurchase Program”) in which it periodically purchases its own common stock to offset the dilutive effects of equity grants to employees over time.
The Inflation Reduction Act of 2022 subjects repurchases to a 1% nondeductible excise tax, which is included in the cost.
10 unchanged sentences
Certain insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim.
−Removed: We have excess policies to limit our exposure
−Removed: to catastrophic claim costs.
+Added: We have excess policies to limit our exposure to catastrophic claim costs.
The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates, and claim type.
5 unchanged sentences
We do not discount our estimated losses.
−Removed: At December 31, 2023 and 2022, we had an accrual of $ 178.4 million and $ 164.9 million, respectively, for estimated claims net of reinsurance receivables.
+Added: As of December 31, 2024 and 2023, we had a net accrual of $ 236.6 million and $ 178.4 million, respectively, for estimated claims which includes receivables recorded for the reinsurance we expect to receive on claims;
+Added: as of December 31, 2024 and 2023, we recorded $ 54.2 million and $ 3.5 million in estimated reinsurance receivables.
In addition, we are required to pay certain advanced deposits and monthly premiums.
−Removed: At December 31, 2023 and 2022, we had an aggregate prepaid insurance asset of $ 9.6 million and $ 9.2 million, respectively, which represented prefunded premiums and deposits.
+Added: As of December 31, 2024 and 2023, we had an aggregate prepaid insurance asset of $ 10.6 million and $ 9.6 million, respectively, which represented prefunded premiums and deposits.
Government Grants
3 unchanged sentences
During 2023, the Company placed assets in service that were purchased using grants from the EPA’s Targeted Airshed Grant (administered by the CARB) and the South Coast Air Quality Management District’s Joint Electric Truck Scaling Initiative.
−Removed: As of December 31, 2023, the Company believes the above conditions have been met, and for the year ended December 31, 2023, depreciation and amortization expense was reduced by $ 1.3 million in the consolidated statements of comprehensive income.
+Added: The Company believes it met the requirements during 2023, and for the years ended December 31, 2024 and 2023, depreciation and amortization expense was reduced by $ 2.2 million and $ 1.3 million, respectively, in the consolidated statements of comprehensive income.
As of December 31, 2024, the Company’s consolidated balance sheets included $ 0.2 million of grant receivables within other receivables and $ 2.4 million and $ 11.1 million in deferred grant income within other current liabilities and other noncurrent liabilities, respectively.
+Added: As of December 31, 2023 the Company’s consolidated balance sheets included
+Added: $ 2.1 million of grant receivables within other receivables and $ 2.4 million and $ 13.5 million in deferred grant income within other current liabilities and other noncurrent liabilities, respectively.
Sale of Business
3 unchanged sentences
Accounting Standards Issued but Not Yet Adopted
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .
−Removed: This standard requires entities to disclose significant segment expenses that are regularly provided to the CODM, an amount and description of other segment items by reportable segment, all annual disclosures currently required under ASC 280 on an interim basis, if the CODM uses more than one measure of a segment’s profit or loss, at least one of the reported measures should be the measure most consistent with the measurement principle used in the consolidated financial statements, disclosure of title and position of CODM, as well as an explanation of how the CODM uses the reported measures in accessing performance and allocating resources, and a requirement for an entity with a single reportable segment to provide all of the disclosures required by this standard.
−Removed: This standard is effective for fiscal years beginning after December 15, 2023 with the interim requirement beginning within fiscal years beginning after December 15, 2024.
−Removed: We are currently evaluating the potential impacts of this update.
−Removed: In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .
−Removed: This standard requires additional income tax disclosures to enhance the transparency and decision usefulness of income tax disclosures.
−Removed: ASU 2023-09 requires entities to disclose information on revised quantitative thresholds and to disaggregate taxes by federal, state, and local jurisdictions.
−Removed: This is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: We are currently evaluating the potential impacts of this update.
+Added: On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures .
+Added: This ASU expands the disclosures related to rate reconciliations by requiring entities to disclose items meeting a quantitative threshold and eight categories.
+Added: The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: We believe this standard will expand our disclosures but will not impact our consolidated financial statements.
+Added: We will adopt this standard in the fourth quarter of 2025.
+Added: On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40 .
+Added: This ASU expands disclosures related to certain costs and expenses included within each relevant expense caption presented on the face of the income statement.
+Added: We believe this standard will require us to expand our disclosures but will not have a material effect on our consolidated financial statements.
+Added: This will be effective for fiscal years beginning after December 15, 2026 with early adoption permitted.
+Added: We will adopt this standard in the fourth quarter of 2027.
+Added: Cowan Systems
+Added: On December 2, 2024 , we acquired 100 % of the membership interest of Cowan Systems and affiliated entities holding assets comprising substantially all of Cowan Systems’ business for approximately $ 398.6 million inclusive of cash and other working capital adjustments.
+Added: On December 30, 2024, we paid $ 31.1 million for select Cowan Systems real estate assets in a separate transaction.
+Added: The acquisition was financed through a combination of cash on hand and borrowings under a new $400.0 million delayed-draw term loan facility.
+Added: See Note 7, Debt and Credit Facilities for more information on the delayed-draw term loan facility .
+Added: Cowan Systems is primarily a dedicated carrier with a portfolio of complementary services including brokerage, drayage, and warehousing, based in Baltimore, MD, operating primarily in the Eastern and Mid-Atlantic regions of the U.S.
+Added: which we believe complements our growing dedicated operations.
+Added: The acquisition of Cowan Systems was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.
+Added: These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation.
+Added: Fair value estimates of acquired property and equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets.
+Added: Key assumptions used in the transportation equipment appraisals were based on the market approach, while key assumptions used in the land, buildings and improvements, and other property and equipment appraisals were based on a combination of the income (direct capitalization) and sales comparison approaches, as appropriate.
+Added: The excess of the purchase price over preliminary estimates of the fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload segment.
+Added: The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes.
+Added: Acquisition-related costs consisting of fees incurred for advisory, legal, and accounting services were $ 2.0 million and were primarily included in other general expenses in the Company’s consolidated statements of comprehensive income for the period ended December 31, 2024.
+Added: Certain amounts recorded in connection with the acquisition are still considered preliminary as we continue to gather the necessary information to finalize our fair value estimates and provisional amounts.
+Added: Provisional amounts include items related to working capital adjustments, intangibles, and deferred taxes.
+Added: The following table summarizes the preliminary purchase price allocation for Cowan Systems, which may be adjusted as we finalize our fair value estimates and provisional amounts.
+Added: Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)
+Added: December 2, 2024
+Added: Opening Balance Sheet
+Added: Cash and cash equivalents $ 5.4
+Added: Trade accounts receivable—net of allowance 81.0
+Added: Prepaid expenses and other current assets 30.5
+Added: Net property and equipment 297.9
+Added: Internal use software and other noncurrent assets 1.5
+Added: Goodwill 46.2
+Added: Total assets acquired 462.5
+Added: Trade accounts payable 11.1
+Added: Accrued salaries, wages, and benefits 10.6
+Added: Claims accruals—current 20.2
+Added: Other current liabilities 17.6
+Added: Other noncurrent liabilities 4.4
+Added: Total liabilities assumed 63.9
+Added: Net assets acquired $ 398.6
+Added: Combined unaudited pro forma operating revenues of the Company and Cowan Systems would have been approximately $ 5,870.0 million and $ 6,165.6 million for the years ended December 31, 2024 and 2023, respectively, and our earnings for the same periods would not have been materially different.
M&M Transport Services, LLC
−Removed: On August 1, 2023 (“Acquisition Date”), we acquired 100 % of the membership interest in M&M for $ 243.8 million, inclusive of cash and other working capital adjustments.
−Removed: M&M is a dedicated trucking company located primarily in New England with nearly 500 tractors and 1,900 trailers which we believe complements our dedicated operations.
+Added: On August 1, 2023 , we acquired 100 % of the membership interest in M&M for $ 243.8 million, inclusive of cash and other working capital adjustments.
+Added: The purchase price allocation was considered final as of June 30, 2024 and resulted in $ 103.5 million of goodwill being recorded in the Truckload reportable segment.
+Added: M&M is a dedicated trucking company located primarily in New England which complements our dedicated operations, and their operating results are included in our consolidated results of operations beginning on the date acquired.
The acquisition of M&M was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair value as of the Acquisition Date.
4 unchanged sentences
Non-compete agreements were recorded based on the amount paid at closing.
−Removed: The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload segment.
−Removed: The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes.
−Removed: Acquisition-related costs, which consist of fees incurred for advisory, legal, and accounting services were $ 0.9 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the period ended December 31, 2023.
−Removed: Certain amounts recorded in connection with the acquisition are still considered preliminary as we continue to gather the necessary information to finalize our fair value estimates and provisional amounts.
−Removed: Provisional amounts include items related to indemnification assets and liabilities and deferred taxes.
−Removed: During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date.
−Removed: We anticipate finalizing the determination of fair value no later than July 31, 2024.
−Removed: The preliminary purchase price allocation for M&M, which may be adjusted as we finalize our fair value estimates and provisional amounts, was as follows:
+Added: Acquisition-related costs, which consist of fees incurred for advisory, legal, and accounting services, were not material for the period ended December 31, 2024.
+Added: They were $ 0.9 million for the period ended December 31, 2023 and were included in other general expenses in the Company’s consolidated statements of comprehensive income.
+Added: The following table summarizes the final purchase price allocation for M&M, including adjustments during the measurement period.
Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)
18 unchanged sentences
The above adjustments made during the measurement period were primarily related to working capital, accrued taxes, and intangible assets.
+Added: No material adjustments were made during the year ended December 31, 2024.
The following unaudited pro forma revenues give effect to the acquisition had it been effective January 1, 2022.
−Removed: Combined unaudited pro forma operating revenues of the Company and M&M would have been approximately $ 5,569.6 million during the year ended December 31, 2023, $ 6,729.6 million during the year ended December 31, 2022, and $ 5,720.5 million during the year ended December 31, 2021, and our earnings for the same periods would not have been materially different.
+Added: Combined unaudited pro forma operating revenues of the Company and M&M would have been approximately $ 5,569.6 million during the year ended December 31, 2023 and $ 6,729.6 million during the year ended December 31, 2022.
+Added: Our earnings for the same periods would not have been materially different.
deBoer Transportation, Inc.
1 unchanged sentence
The acquisition provided Schneider the opportunity to expand our tractor and trailer fleet primarily within our dedicated Truckload operations, as well as our company driver capacity.
−Removed: During the second half of 2022, the Company successfully transitioned equipment and employees from deBoer to Schneider, deBoer operations ceased, and equipment and drivers were deployed primarily within our Truckload segment.
The aggregate purchase price of the acquisition was approximately $ 34.6 million inclusive of certain cash and net working capital adjustments, and the assets acquired consisted primarily of rolling stock.
The acquisition was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.
−Removed: The fair values of net assets acquired were determined using Level 3 inputs, and the excess of the purchase price over the estimated fair value of the net assets resulted in $ 7.7 million of goodwill being recorded within the Truckload segment at the time of acquisition.
−Removed: Following the acquisition, purchase price adjustments of $ 1.6 million were made relating to deferred taxes and certain working capital amounts resulting in an adjusted goodwill balance of $ 6.1 million as of December 31, 2022.
+Added: The fair values of net assets acquired were determined using Level 3 inputs.
+Added: The excess of the purchase price over the estimated fair value of the net assets was recorded as goodwill within the Truckload segment.
Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $ 0.3 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the period ended December 31, 2022.
1 unchanged sentence
Pro forma information for this acquisition is not provided as it did not have a material impact on the Company’s consolidated operating results.
−Removed: Midwest Logistics Systems, Ltd.
−Removed: We entered into a Securities Purchase Agreement, dated December 31, 2021 , to acquire 100 % of the outstanding equity of MLS, a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business.
−Removed: MLS is a premier dedicated carrier in the central U.S.
−Removed: that we believe complements our growing dedicated operations.
−Removed: The aggregate purchase price of the acquisition was approximately $ 268.8 million inclusive of $ 5.7 million in net working capital and other post-acquisition adjustments received in 2022 and a deferred payment of $ 3.2 million made in January 2022.
−Removed: Proceeds from the total purchase consideration were used to settle $ 26.9 million of MLS’s outstanding debt as of the acquisition date.
−Removed: The acquisition of MLS was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.
−Removed: These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation.
−Removed: Fair value estimates of acquired property and equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets.
−Removed: Key assumptions used in the transportation equipment appraisals were based on the market approach, while key assumptions used in the land, buildings and improvements, and other property and equipment appraisals were based on a combination of the income (direct capitalization) and sales comparison approaches, as appropriate.
−Removed: The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload segment.
−Removed: The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes.
−Removed: Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $ 1.9 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the period ended December 31, 2021.
−Removed: The following table summarizes the purchase price allocation for MLS, including any adjustments during the measurement period.
−Removed: Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)
−Removed: December 31, 2021
−Removed: Opening Balance Sheet Adjustments Adjusted December 31, 2021 Opening Balance Sheet
−Removed: Cash and cash equivalents $ — $ 1.8 $ 1.8
−Removed: Trade accounts receivable—net of allowance 18.6 ( 6.7 ) 11.9
−Removed: Other receivables 0.9 1.5 2.4
−Removed: Prepaid expenses and other current assets 1.6 — 1.6
−Removed: Net property and equipment 148.9 ( 0.8 ) 148.1
−Removed: Internal use software and other noncurrent assets — 11.7 11.7
−Removed: Goodwill 122.7 ( 18.4 ) 104.3
−Removed: Total assets acquired 292.7 ( 10.9 ) 281.8
−Removed: Trade accounts payable 1.8 1.6 3.4
−Removed: Accrued salaries, wages, and benefits 1.7 0.9 2.6
−Removed: Claims accruals—current 7.5 ( 3.0 ) 4.5
−Removed: Other current liabilities 7.2 ( 3.9 ) 3.3
−Removed: Deferred income taxes — ( 1.1 ) ( 1.1 )
−Removed: Other noncurrent liabilities — 0.3 0.3
−Removed: Total liabilities assumed 18.2 ( 5.2 ) 13.0
−Removed: Net assets acquired $ 274.5 $ ( 5.7 ) $ 268.8
−Removed: The above adjustments made during the measurement period ended December 31, 2022 were primarily related to working capital, property and equipment, leases, claims accruals, deferred taxes, and intangible assets.
−Removed: The fair values of identifiable intangible assets, including customer relationships and trademarks, were based on valuations using income-based approaches and Level 3 inputs.
−Removed: No material statement of comprehensive income effects were identified with these adjustments.
−Removed: Combined unaudited pro forma operating revenues of the Company and MLS would have been approximately $ 5,816.0 million for the year ended December 31, 2021 and our earnings for the same period would not have been materially different.
REVENUE RECOGNITION
2 unchanged sentences
M&M, MLS, and deBoer revenues since the acquisition dates are included within Transportation revenues, consistent with the remainder of our Truckload segment.
+Added: Beginning on December 2, 2024, Cowan Systems revenues are included in Transportation revenues, consistent with our other Truckload and Logistics segments.
The following table summarizes our revenues by type of service, which are explained in greater detail below.
8 unchanged sentences
Transportation revenues are generated from our Truckload and Intermodal segments, as well as from our brokerage business, which is included in the Logistics segment.
−Removed: In the Transportation portfolio, our service obligation to customers is satisfied over time.
+Added: In the Transportation portfolio, our service obligations to customers are satisfied over time.
We do not believe there is a significant impact on the nature, amount, timing, and uncertainty of revenue or cash flows based on the mode of transportation.
−Removed: The economic factors that impact our transportation revenue are generally consistent across these modes given the relatively short-term nature of each contract.
−Removed: For the majority of our transportation business, the “contract with a customer” is identified
−Removed: as an individual order under a negotiated agreement.
+Added: The economic factors that impact our transportation revenues are generally consistent across these modes given the relatively short-term nature of each contract.
+Added: For the majority of our transportation business, the “contract with a customer” is identified as an individual order under a negotiated agreement.
Some consideration is variable in that a final transaction price is uncertain and is susceptible to factors outside of the Company’s influence, such as the weather or the accumulation of accessorial charges.
2 unchanged sentences
The fair value of non-monetary consideration on these freight movements is included in operating revenues on the consolidated statements of comprehensive income and consists primarily of transportation equipment.
−Removed: There was no revenue recorded in 2023 for freight movements in exchange for non-monetary consideration.
−Removed: The amount of operating revenues recorded for these services was $ 16.0 million and $ 6.3 million in 2022 and 2021, respectively.
+Added: There were no revenues recorded in 2024 and 2023 for freight movements in exchange for non-monetary consideration.
+Added: The amount of operating revenues recorded for these services was $ 16.0 million in 2022.
Transportation orders are short-term in nature generally having terms of significantly less than one year.
1 unchanged sentence
A small portion of revenues in our transportation business relate to fixed payments in our Truckload segment.
−Removed: These payments are due regardless of volumes, and in these arrangements, the master agreement rather than the individual order may be considered the “contract”.
−Removed: Refer to the Remaining Performance Obligations table below for more information on these fixed payments.
+Added: These payments are due regardless of volumes, and in these arrangements, the master agreement rather than the individual order may be considered the “contract.” Refer to the Remaining Performance Obligations table below for more information on these fixed payments.
Under ASC 606, we recognize revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in transit, in order to recognize the value transferred to a customer over the course of the transportation service.
35 unchanged sentences
Contract assets in the table above relate to revenue in transit at the end of the reporting period.
−Removed: Contract liabilities relate to amounts that customers paid in advance of the associated service.
+Added: Contract liabilities relate to amounts customers paid in advance of the associated service.
Practical Expedients
4 unchanged sentences
The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820.
−Removed: Fair Value at
+Added: Fair Value on
(in millions) Level in Fair
3 unchanged sentences
Marketable securities (2)
−Removed: (1) Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on the NASDAQ.
+Added: (1) Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on an Over the Counter (“OTC”) market beginning February 8, 2024 and the NASDAQ prior to that date.
See Note 5, Investments, for additional information .
5 unchanged sentences
This valuation used Level 2 inputs.
−Removed: The recorded values of cash, trade accounts receivable, lease receivables, trade accounts payable, and amounts outstanding under revolving credit agreements approximate fair values.
+Added: The recorded values of cash, trade accounts receivable, lease receivables, trade accounts payable, and amounts outstanding under revolving credit agreements and the delayed-draw term loan facility approximate fair values.
We measure non-financial assets, such as assets held for sale and other long-lived assets, at fair value when there is an indicator of impairment and only when we recognize an impairment loss.
1 unchanged sentence
(in millions) Level in Fair
−Removed: Value Hierarchy Fair Value at December 31, 2023
+Added: Value Hierarchy Fair Value on December 31, 2024
Assets held for sale (1)
1 unchanged sentence
If the carrying value of the assets held for sale exceeds the fair value, an impairment is recorded.
−Removed: All of the assets held for sale at December 31, 2023 were recorded at fair value.
+Added: All assets held for sale as of December 31, 2024 were recorded at fair value.
Refer to Note 1, Summary of Significant Accounting Policies, for further details on impairment charges.
2 unchanged sentences
Marketable Securities
−Removed: The following table presents the maturities and values of our marketable securities as of the dates shown.
+Added: The following table presents the remaining maturities and values of our marketable securities as of the dates shown.
December 31, 2024 December 31, 2023
−Removed: (in millions, except maturities in months) Maturities Amortized Cost Fair Value Amortized Cost Fair Value
−Removed: treasury and government agencies 8 to 86 $ 24.9 $ 22.9 $ 21.9 $ 19.3
−Removed: Corporate debt securities 4 to 112 20.0 19.2 16.0 14.9
−Removed: State and municipal bonds 6 to 178 15.5 15.1 12.4 11.7
+Added: (in millions, except maturities in months) Remaining Maturities Amortized Cost Fair Value Amortized Cost Fair Value
+Added: treasury and government agencies 5 to 74 months $ 21.0 $ 19.2 $ 24.9 $ 22.9
+Added: Corporate debt securities 5 to 100 months 15.3 14.9 20.0 19.2
+Added: State and municipal bonds 3 to 166 months 14.2 13.8 15.5 15.1
Total marketable securities $ 50.5 $ 47.9 $ 60.4 $ 57.2
Equity Investments without Readily Determinable Fair Values
−Removed: The Company’s primary strategic equity investments without readily determinable fair values include Platform Science, Inc., a provider of telematics and fleet management tools;
−Removed: MLSI, a transportation technology development company and ChemDirect, a business to business digital marketplace for the chemical industry.
+Added: The Company’s primary strategic equity investments without readily determinable fair values include PSI, a provider of telematics and fleet management tools;
+Added: MLSI, a transportation technology development company;
+Added: and ChemDirect, a business- to-business digital marketplace for the chemical industry.
These investments are being accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative, and their combined values as of December 31, 2024 and 2023 were $ 124.4 million and $ 121.8 million, respectively.
If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred using Level 3 inputs.
−Removed: In addition to our investment in MLSI, we also hold a $ 10.0 million note receivable from MLSI as of December 31, 2023.
+Added: In addition to our investment in MLSI, we also hold a $ 10.0 million note receivable from MLSI as of December 31, 2024 and 2023.
The note was funded during the first quarter of 2023, is subject to interest over its term, and matures in March 2030.
+Added: We also hold a $ 2.5 million note receivable from PSI as of December 31, 2024.
+Added: This note was executed and funded during the second quarter of 2024, is subject to interest over its term, and matures in March 2027.
+Added: Subsequent to December 31, 2024, the Company entered into a short-term note receivable with MLSI for the amount of $13.0 million.
The following table summarizes the activity related to these equity investments during the periods presented.
8 unchanged sentences
Our non-controlling interest in TuSimple is accounted for under ASC 321, Investments - Equity Securities .
−Removed: In the years ended December 31, 2023 and 2022, the Company recognized pre-tax net losses of $ 0.3 million and $ 12.1 million, respectively, on its investment in TuSimple.
+Added: Our net investment and activity were not material for the years ended December 31, 2024, and 2023;
+Added: in 2022 we recognized a pre-tax net loss of $12.1 million.
See Note 4, Fair Value , for additional information on the fair value of our investment in TuSimple.
2 unchanged sentences
Our interest is being accounted for under ASC 323, Investments - Equity Method and Joint Ventures.
−Removed: For the year ended December 31, 2023, we recorded losses in the amount of $ 0.1 million related to our investment, and the carrying value of our investment was $ 4.9 million as of December 31, 2023.
−Removed: All of our equity investments, as well as our note receivable from MLSI, are included in internal use software and other noncurrent assets on the consolidated balance sheets.
+Added: For the years ended December 31, 2024 and 2023, activity was not material.
+Added: The carrying value of our investment was $ 4.5 million and $ 4.9 million as of December 31, 2024 and December 31, 2023, respectively.
+Added: All of our equity investments, as well as our notes receivable from MLSI and PSI, are included in internal use software and other noncurrent assets on the consolidated balance sheets.
Gains or losses on our equity investments are recognized within other expenses (income)—net on the consolidated statements of comprehensive income.
3 unchanged sentences
(in millions) Truckload Logistics Total
−Removed: Balance at December 31, 2021 $ 226.3 $ 14.2 $ 240.5
+Added: Balance on December 31, 2022 $ 214.0 $ 14.2 $ 228.2
Acquisition (see Note 2) 104.6 — 104.6
Acquisition adjustments (see Note 2) ( 1.1 ) — ( 1.1 )
−Removed: Balance at December 31, 2022 214.0 14.2 228.2
+Added: Balance on December 31, 2023 317.5 14.2 331.7
Acquisition (see Note 2) 46.2 — 46.2
−Removed: Acquisition adjustments (see Note 2) ( 1.1 ) — ( 1.1 )
−Removed: Balance at December 31, 2023 $ 317.5 $ 14.2 $ 331.7
−Removed: During the year ended December 31, 2023, we recorded goodwill and made measurement period adjustments in conjunction with the acquisition of M&M which was recorded within the Truckload segment.
+Added: Balance on December 31, 2024 $ 363.7 $ 14.2 $ 377.9
+Added: During the year ended December 31, 2024, we recorded goodwill in conjunction with the acquisition of Cowan Systems which was recorded within the Truckload segment.
Refer to Note 2, Acquisitions, for further details.
−Removed: At December 31, 2023 and 2022, our Truckload segment had accumulated goodwill impairment charges of $ 34.6 million.
+Added: As of December 31, 2024 and 2023, our Truckload segment had accumulated goodwill impairment charges of $ 34.6 million.
Goodwill is tested for impairment at least annually using the discounted cash flow, guideline public company, and guideline transaction methods to calculate the fair values of our reporting units.
6 unchanged sentences
No impairments resulted as part of the 2024 or 2023 annual impairment tests.
−Removed: During the year ended December 31, 2023, we recorded $ 40.3 million of customer relationships, $ 4.1 million of trademarks, and $ 5.4 million of non-compete agreements related to the acquisition of M&M.
−Removed: The weighted-average amortization period is 15.0 years for customer relationships and trademarks and 5.0 years for non-compete agreements for a total weighted-average amortization period of 13.9 years.
−Removed: Refer to Note 2, Acquisitions, for further details.
The identifiable finite lived intangible assets other than goodwill listed below are included in internal use software and other noncurrent assets on the consolidated balance sheets.
7 unchanged sentences
Total intangible assets $ 59.8 $ 8.7 $ 51.1 $ 59.8 $ 3.7 $ 56.1
−Removed: Amortization expense for intangible assets was $ 2.7 million and $ 1.0 million for the year ended December 31, 2023 and December 31, 2022, respectively.
+Added: Amortization expense for intangible assets was $ 5.0 million and $ 2.7 million for the years ended December 31, 2024 and December 31, 2023, respectively.
Estimated future amortization expense related to intangible assets is as follows:
9 unchanged sentences
$ 145.0 $ 185.0
−Removed: Credit agreement:
+Added: Revolving credit agreement:
matures November 2027;
variable rate interest payments due monthly based on the Term SOFR;
−Removed: weighted-average interest rate of 6.43 % for 2023.
+Added: weighted-average interest rate of 6.43 % for 2024 and 2023
Receivables purchase agreement:
−Removed: matures July 2024;
+Added: matures May 2027;
variable rate interest payments due monthly based on the Term SOFR;
+Added: weighted-average interest rate of 6.12 % for 2024 and 6.28 % in 2023
+Added: Delayed-draw term loan facility:
+Added: matures November 2029;
+Added: variable rate interest payments due monthly based on the Term SOFR;
weighted-average interest rate of 5.61 % for 2024
5 unchanged sentences
Total $ 515.0
−Removed: Our Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $ 250.0 million and allows us to request an additional increase in total commitment by up to $ 150.0 million, for a total potential commitment of $ 400.0 million through November 2027.
+Added: Our Revolving Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $ 250.0 million and allows us to request an additional increase in total commitment by up to $ 150.0 million, for a total potential commitment of $ 400.0 million through November 2027.
The 2022 Credit Facility also provides a sublimit of $ 100.0 million to be used for the issuance of letters of credit.
−Removed: Standby letters of credit under these agreements amounted to $ 0.4 million and $ 0.1 million on December 31, 2023 and 2022, respectively, and were primarily related to the requirements of certain of our real estate leases.
−Removed: Our Receivables Purchase Agreement (the “2021 Receivables Purchase Agreement”) allows us to borrow funds against qualifying trade receivables at rates based on the Term SOFR up to $ 150.0 million and provides for the issuance of standby letters of credit through July 2024.
−Removed: At December 31, 2023 and 2022, standby letters of credit under this agreement amounted to $ 81.4 million and $ 77.1 million and were primarily related to the requirements of certain of our insurance obligations.
−Removed: On August 30, 2023, Schneider National Leasing, Inc.
−Removed: (“SNL”), a wholly-owned subsidiary of the Company, issued and sold $ 50.0 million in notes pursuant to the Private Shelf Agreement to certain affiliates of PGIM, Inc.
+Added: Standby letters of credit under these agreements amounted to $ 0.4 million as of December 31, 2024 and 2023 and were primarily related to the requirements of certain of our real estate leases.
+Added: During the second quarter of 2024, we renewed our Receivables Purchase Agreement (the “2024 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables up to $ 200.0 million through May 2027, inclusive of a $ 100.0 million sublimit to be used for the issuance of letters of credit.
+Added: Our previous agreement, the “2021 Receivables Purchase Agreement,” allowed us to borrow up to $ 150.0 million against qualifying trade receivables at rates based on the one-month Term SOFR and had a maturity date of July 2024.
+Added: Borrowings under the 2024 Receivables Purchase Agreement were included within long-term debt and finance lease obligations as of December 31, 2024.
+Added: As of December 31, 2023, borrowings under the 2021 Receivables Purchase Agreement were included within our current maturities of debt and
+Added: finance lease obligations due to the pending maturity date.
+Added: As of December 31, 2024 and December 31, 2023, standby letters of credit under these agreements amounted to $ 97.8 million and $ 81.4 million, respectively, and were primarily related to the requirements of certain of our insurance obligations.
+Added: On August 30, 2023, SNL issued and sold $ 50.0 million in notes pursuant to the Private Shelf Agreement to certain affiliates of PGIM, Inc.
(“Prudential”).
−Removed: The notes represent senior promissory notes of SNL, bear interest of 5.63 % per year, are payable semiannual ly, and will mature on August 30, 2028.
−Removed: The credit agreements and the guaranty agreements relating to the unsecured senior notes contain various financial and other covenants, including required minimum consolidated net worth, consolidated net debt, limitations on indebtedness, transactions with affiliates, shareholder debt, and restricted payments.
+Added: The notes represent senior promissory notes of SNL, bear interest of 5.63 % per year, are payable semiannual ly, and mature in August 2028.
+Added: On November 22, 2024, SNL entered into a new credit agreement with Bank of America as administrative agent, which is a delayed-draw term loan facility providing capacity up to $ 400.0 million.
+Added: The borrowings are unsecured, are subject to interest over their term based on the either the Term SOFR rate or the ABR (Alternate Base Rate) at the election of the Company for each borrowing, and mature in November 2029.
+Added: The amount outstanding under this agreement amounted to $ 300.0 million as of December 31, 2024.
+Added: The Company has the option to draw an additional $ 100.0 million during the availability period which ends in August 2025.
+Added: Quarterly principal payments of .625% of the outstanding balance will be due beginning September 2025 until the agreement matures in November 2029.
+Added: The credit agreements and the guaranty agreements related to the unsecured senior notes contain various financial and other covenants, including required minimum consolidated net worth, consolidated net debt, limitations on indebtedness, transactions with affiliates, shareholder debt, and restricted payments.
The credit agreements and senior notes contain change of control provisions pursuant to which a change of control is defined to mean the Schneider family no longer owns more than 50 % of the combined voting power of our capital shares.
2 unchanged sentences
The prepayment date is required to be within 20 to 60 days from the date of notice.
−Removed: At December 31, 2023, the Company was in compliance with all financial covenants.
+Added: As of December 31, 2024, the Company was in compliance with all financial covenants.
We lease real estate and equipment under operating and finance leases.
1 unchanged sentence
Our non-real estate operating leases and finance leases include transportation, office, yard, and warehouse equipment, in addition to truck washes.
−Removed: The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.
+Added: Most leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.
If we are reasonably certain to exercise an option to extend a lease, the extension period is included as part of the right-of-use asset and lease liability.
52 unchanged sentences
Operating lease right-of-use assets were $ 79.0 million and $ 82.9 million as of December 31, 2024 and 2023, respectively.
−Removed: We recorded no impairment losses on our operating lease right-of-use assets for the years ended December 31, 2023 or 2021, and a $ 0.1 million impairment loss for 2022.
−Removed: At December 31, 2023, future lease payments under operating and finance leases were as follows:
+Added: Impairment amounts were not significant for the years ended December 31, 2024, 2023, and 2022.
+Added: As of December 31, 2024, future lease payments under operating and finance leases were as follows:
(in millions) Operating Leases Finance Leases
2 unchanged sentences
2027 13.4 1.4
+Added: 2028 10.1 0.8
2030 and thereafter
6 unchanged sentences
The Company recognizes options as right-of-use assets and lease liabilities when deemed reasonably certain to be exercised.
−Removed: Future operating lease payments at December 31, 2023 include $ 1.0 million related to options to extend lease terms that we are reasonably certain to exercise.
+Added: Future operating lease payments as of December 31, 2024 include $ 0.7 million related to options to extend lease terms that we are reasonably certain to exercise.
As of December 31, 2024, we had leases that were signed but had not yet commenced totaling $ 0.1 million over their lease terms.
−Removed: These leases will commence in 2024 and have lease terms of three to five years .
+Added: These leases will commence in 2025 and have lease terms of one to two years .
The consolidated balance sheets include right-of-use assets acquired under finance leases as components of property and equipment as of December 31, 2024 and 2023.
56 unchanged sentences
Total provision for income taxes $ 35.2 $ 67.6 $ 146.2
−Removed: For the years ended December 31, 2023 and 2022, the foreign (benefit) provision for income taxes is primarily related to the finalization of the tax impact on the sale of our Canadian facility;
−Removed: for the year ended December 31, 2021, the foreign provision is insignificant in relation to our overall provision.
+Added: For the year ended December 31, 2024, the foreign provision for income taxes is insignificant to our overall position.
+Added: For the years ended December 31, 2023, and 2022, the foreign provision (benefit) for income taxes is primarily related to the tax impact on the sale of our Canadian facility.
The provision for income taxes for the years ended December 31, 2024, 2023, and 2022 differed from the amounts computed using the federal statutory rate in effect as follows:
11 unchanged sentences
Operating lease liabilities 20.5 21.4
+Added: Federal credit carryforward 34.8 —
State net operating losses and credit carryforwards 15.0 10.5
−Removed: Foreign capital loss carryforward — 10.7
Other 12.4 14.2
12 unchanged sentences
Our unrecognized tax benefits as of December 31, 2024 would reduce the provision for income taxes if subsequently recognized.
−Removed: Potential interest and penalties related to unrecognized tax benefits are recorded in income tax expense.
Accrued interest and penalties for such unrecognized tax benefits as of December 31, 2024 and 2023 were $ 2.6 million and $ 2.7 million, respectively.
16 unchanged sentences
As of December 31, 2024, we had $ 248.7 million of state net operating loss carryforwards which are subject to expiration from 2025 to 2045.
−Removed: We also had state credit carryforwards of $ 1.2 million, which are subject to expiration from 2027 to 2038, and no capital loss carryforwards.
−Removed: The deferred tax assets related to carryforwards at December 31, 2023 were $ 9.4 million for state net operating loss carryforwards and $ 0.4 million for state credit carryforwards.
−Removed: Carryforwards are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies, and projections of future taxable income.
−Removed: At December 31, 2023, we carried a total valuation allowance of $ 0.9 million, which was against state deferred tax assets.
+Added: We also had federal credit carryforwards of $ 34.8 million which are subject to expiration in 2044, state credit carryforwards of $ 2.0 million, which are subject to expiration from 2027 to 2049, and no capital loss carryforwards.
+Added: The deferred tax assets related to carryforwards as of December 31, 2024 were $ 34.8 million for federal credit carryforwards, $ 13.3 million for state net operating loss carryforwards, and $ 1.7 million for state credit carryforwards.
+Added: Carryforwards are reviewed
+Added: for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies, and projections of future taxable income.
+Added: As of December 31, 2024, we carried a total valuation allowance of $ 0.9 million, which was against state deferred tax assets.
COMMON EQUITY
11 unchanged sentences
(1) Weighted average diluted common shares outstanding may not sum due to rounding.
−Removed: The calculation of diluted earnings per share excluded 0.2 million, 0.3 million, and 0.8 million share-based awards and options that had an anti-dilutive effect for the years ended December 31, 2023, 2022, and 2021, respectively.
+Added: The calculation of diluted earnings per share excluded no share-based awards and options that had anti-dilutive effect for the year ended December 31, 2024.
+Added: The calculation excluded 0.2 million and 0.3 million share-based awards and options that had an anti-dilutive effect for the years ended 2023 and 2022, respectively.
Common Shares Outstanding
41 unchanged sentences
These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares (“performance shares”), PSUs, and non-qualified stock options.
−Removed: Performance shares and PSUs granted prior to 2021 are earned based on attainment of threshold performance of earnings and return on capital targets.
+Added: Performance shares and PSUs granted prior to 2021 were earned based on attainment of threshold performance of earnings and return on capital targets.
Beginning with grants in 2021, in addition to achievement of earnings and return on capital targets, a multiplier is applied to performance share and PSU achievement based on rTSR against peers over the performance period.
2 unchanged sentences
This cost is recognized over the period for which an employee is required to provide service in exchange for the award, subject to the attainment of performance metrics established for performance shares and PSUs.
−Removed: Share-based compensation expense is recorded in salaries, wages, and benefits in our consolidated statements of comprehensive income, along with other compensation expenses to employees.
+Added: Share-based compensation
+Added: expense is recorded in salaries, wages, and benefits in our consolidated statements of comprehensive income, along with other compensation expenses to employees.
The following table summarizes the components of our employee share-based compensation expense.
8 unchanged sentences
Restricted Shares and RSUs
−Removed: Under the Plan, RSUs granted in 2023 vest ratably over a period of three years while the majority of the restricted shares and RSUs granted prior to 2023 vest ratably over a period of four years beginning approximately one year after the date of grant and are subject to continued employment through the vesting date or retirement eligibility.
+Added: Under the Plan, RSUs granted after 2023 vest ratably over a period of three years while the majority of the restricted shares and RSUs granted prior to 2023 vest ratably over a period of four years beginning approximately one year after the date of grant and are subject to continued employment through the vesting date or retirement eligibility.
Dividend equivalents, equal to dividends paid on our common shares during the vesting period, are tracked and accumulated for each restricted share and RSU.
1 unchanged sentence
Restricted Shares and RSUs Number of Awards Weighted Average Grant Date Fair Value
−Removed: Unvested at December 31, 2020 589,587 $ 22.96
−Removed: Granted 341,508 22.61
+Added: Unvested on December 31, 2021 679,259 $ 22.84
+Added: 322,316 25.85
Vested ( 256,779 ) 23.49
Forfeited ( 49,329 ) 23.91
−Removed: Unvested at December 31, 2021 679,259 22.84
+Added: Unvested on December 31, 2022 695,467 23.92
378,453 28.45
1 unchanged sentence
Forfeited ( 53,685 ) 26.21
−Removed: Unvested at December 31, 2022 695,467 23.92
+Added: Unvested on December 31, 2023 747,557 26.24
657,251 24.35
1 unchanged sentence
Forfeited ( 7,965 ) 25.41
−Removed: Unvested at December 31, 2023 747,557 $ 26.24
−Removed: (1) No restricted shares were granted during 2022 or 2023.
+Added: Unvested on December 31, 2024 1,097,830 $ 25.30
+Added: (1) No restricted shares were granted.
The grant date fair value of restricted shares and RSUs is determined using the closing share price of the Company on the date of grant.
6 unchanged sentences
Performance Shares and PSUs Number of Awards Weighted Average Grant Date Fair Value
−Removed: Unvested at December 31, 2020 655,022 $ 22.15
−Removed: Granted 439,620 24.44
−Removed: Forfeited ( 313,362 ) 22.27
−Removed: Unvested at December 31, 2021 781,280 23.39
+Added: Unvested on December 31, 2021 781,280 $ 23.39
224,455 28.32
1 unchanged sentence
Forfeited ( 97,942 ) 24.23
−Removed: Unvested at December 31, 2022 602,999 25.77
+Added: Unvested on December 31, 2022 602,999 25.77
237,886 31.60
1 unchanged sentence
Forfeited ( 129,682 ) 26.40
−Removed: Unvested at December 31, 2023 400,555 $ 30.07
−Removed: (1) No performance shares were granted during 2022 or 2023.
+Added: Unvested on December 31, 2023 400,555 30.07
+Added: 302,841 26.77
+Added: Forfeited ( 185,954 ) 28.30
+Added: Unvested on December 31, 2024 517,442 $ 28.77
+Added: (1) No performance shares were granted.
We estimate the grant date fair value of performance shares and PSUs containing a rTSR component using a Monte Carlo simulation which requires assumptions for expected term, volatility, dividend yield, and risk-free interest rate.
16 unchanged sentences
(in thousands)
−Removed: Outstanding at December 31, 2020 685,900 $ 20.60 7.1 $ 735
+Added: Outstanding on December 31, 2021 948,664 $ 21.42 7.3 $ 5,208
Granted 311,501 25.58
2 unchanged sentences
Forfeited ( 70,830 ) 22.92
−Removed: Outstanding at December 31, 2021 948,664 21.42 7.3 5,208
−Removed: Granted 311,501 25.58
+Added: Outstanding on December 31, 2022 1,038,643 22.39 7.6 1,794
Exercised (2)
1 unchanged sentence
Forfeited ( 61,946 ) 23.71
−Removed: Outstanding at December 31, 2022 1,038,643 22.39 7.6 1,794
+Added: Outstanding on December 31, 2023 970,697 22.33 5.8 3,140
Exercised (2)
1 unchanged sentence
Forfeited ( 53,080 ) 24.12
−Removed: Outstanding at December 31, 2023 970,697 $ 22.33 5.8 $ 3,140
+Added: Outstanding on December 31, 2024 780,382 $ 22.79 5.8 $ 5,070
Exercisable as of:
4 unchanged sentences
(2) Cash received upon exercise of stock options was $ 2.6 million in 2024, $ 0.1 million in 2023, and $ 3.4 million in 2022.
−Removed: (3) No NQSOs were granted in 2023.
+Added: (3) No NQSOs were granted in 2023 and 2024.
Unvested Non-qualified Stock Options Number of Awards Weighted Average Grant Date Fair Value
−Removed: Unvested at December 31, 2020 506,007 $ 6.89
+Added: Unvested on December 31, 2021 618,953 $ 6.34
Granted 311,501 7.32
1 unchanged sentence
Forfeited ( 70,830 ) 6.55
−Removed: Unvested at December 31, 2021 618,953 6.34
−Removed: Granted 311,501 7.32
+Added: Unvested on December 31, 2022 635,698 6.65
Vested ( 233,226 ) 6.59
Forfeited ( 61,946 ) 6.64
−Removed: Unvested at December 31, 2022 635,698 6.65
+Added: Unvested on December 31, 2023 340,526 6.69
Vested ( 159,679 ) 6.54
Forfeited — —
−Removed: Unvested at December 31, 2023 340,526 $ 6.69
−Removed: (1) No NQSOs were granted during 2023.
+Added: Unvested on December 31, 2024 180,847 $ 6.82
+Added: (1) No NQSOs were granted during 2023 and 2024.
We estimate the grant date fair value of option awards using the Black-Scholes option pricing model which uses assumptions over the expected term of the options.
3 unchanged sentences
Treasury yield curve in effect at the time of grant.
−Removed: Assumptions used in calculating the Black-Scholes value of options granted during 2022 and 2021 were as follows:
+Added: Assumptions used in calculating the Black-Scholes value of options granted during 2022 were as follows:
Weighted-average Black-Scholes value $ 7.32
Black-Scholes assumptions:
−Removed: Expected term 6.25 years 6.25 years
+Added: Expected term 6.25 years
Expected volatility 30.0 %
5 unchanged sentences
We also grant equity retainer awards, or shares in lieu of cash, on a quarterly basis to our non-employee directors.
−Removed: These awards consist of fully vested shares of our Class B common stock or deferred stock units (DSUs).
+Added: These awards consist of fully vested shares of our Class B common stock or DSUs.
We account for the quarterly director share awards and DSUs as liability based in accordance with the applicable accounting standards for these types of share-based payments and remeasure the DSUs at the end of each reporting period through settlement.
9 unchanged sentences
Although we expect that our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results.
−Removed: At December 31, 2023, our firm commitments to purchase transportation equipment totaled $ 236.7 million.
−Removed: During the first quarter of 2022, the Company recorded a $ 5.2 million charge as a result of an adverse audit assessment by a state jurisdiction over the applicability of sales tax for prior periods on rolling stock equipment used within that state.
−Removed: The Company filed a request for appeal of the audit assessment with the state jurisdiction, and during 2023, a ruling was made in favor of the state resulting in an additional $ 2.9 million in interest and penalties being recorded by the Company.
−Removed: A denial was received from the state during the fourth quarter of 2023 in response to the appeal, and as a result, the Company filed a petition request with the state Appellate Tax Board in January of 2024.
−Removed: Both the initial charge and the additional interest and penalties incurred are recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income.
+Added: As of December 31, 2024, our firm commitments to purchase transportation equipment totaled $ 140.7 million.
+Added: During 2022, the Company recorded a $ 5.2 million charge as a result of adverse audit assessments by a state tax authority over the applicability of sales tax for prior periods on rolling stock equipment used within that state.
+Added: The Company filed a request for appeal of the audit assessment with the state jurisdiction, and during the second quarter of 2023, a ruling was made in favor of the state resulting in an additional $ 2.9 million in interest and penalties being recorded by the Company to cover all periods audited.
+Added: The Company filed a petition request with the state Appellate Tax Board in January 2024 covering periods at appeals.
+Added: During the third quarter of 2024, the Company received an assessment for additional periods audited and filed a request for appeal of the assessment with the state jurisdiction.
+Added: The adjustment recorded as a result of the audit, including additional interest and penalties, was not material.
+Added: All assessments and related interest and penalties were recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income.
A representative of the former owners of WSL filed a lawsuit alleging that we did not fulfill certain obligations under the purchase and sale agreement and claiming that the former owners of WSL were entitled to damages including an additional payment of $ 40.0 million under an earn-out arrangement.
6 unchanged sentences
As a result of expanding our dedicated business through recent acquisitions, in the fourth quarter of 2023, we reorganized the operating segments within Truckload into Dedicated, which includes MLS and M&M;
+Added: With the acquisition of Cowan Systems in December 2024, its truckload operations were added to Dedicated.
The three operating segments are aggregated because they have similar economic characteristics with our other Truckload operating segments and meet the other aggregation criteria described in ASC 280.
−Removed: Dedicated provides truckload services primarily focused on freight with consistent routes often based on long-term contracts, Van Network which consists of irregular routes, and Bulk which delivers key inputs for manufacturing processes, such as specialty chemicals using specialty trailers.
+Added: Dedicated provides truckload services primarily focused on freight with consistent routes often based on long-term contracts, Van Network which consists of irregular routes, and Bulk which delivers key inputs for manufacturing processes, such as specialty chemicals.
The Intermodal reportable segment provides rail intermodal and drayage services to our customers.
4 unchanged sentences
Through November of 2022 and prior to executing a management buyout agreement to sell that business, the Company had operations in Asia that met the definition of an operating segment.
−Removed: None of these operations meet the quantitative reporting thresholds, and a result, are grouped in “Other” in the tables below.
−Removed: Also included in “Other” are revenues and expenses that are incidental to our operations and not attributable to any of the reportable segments.
−Removed: The CODM reviews revenues for each segment without the inclusion of fuel surcharge revenue.
−Removed: For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses.
−Removed: Income from operations at the segment level reflects the measure presented to the CODM for each segment.
+Added: None of these operations meet the quantitative reporting thresholds, and a result, the revenue is presented as other revenues in the tables below.
+Added: Corporate and other (loss) income from operations-net in the tables below reflect expenses incidental to our operations and not attributable to any of the reportable segments and other allocated corporate costs.
+Added: In 2024, we adopted the guidance in ASC 280-10 as updated by ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires companies to disclose their significant segment expenses that are regularly provided to the CODM, details of the composition of other segment items, and the title and position of the CODM along with an explanation how the CODM uses the reported measures in assessing segment performance and have restated prior periods to comply with the updated guidance.
+Added: Our segment revenues, major expenses, and income from operations are provided to and regularly reviewed by the CODM, which is the Company’s CEO.
+Added: The CODM uses income from operations in the annual budgeting process, forecasting, and capital allocation strategy.
+Added: Income from operations is compared to budgeted, forecasted, and prior period amounts to assess segment performance.
Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable by segment.
2 unchanged sentences
The following tables summarize our segment information.
−Removed: Inter-segment revenues within Other include revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance and were $ 77.5 million, $ 73.5 million, and $ 62.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.
−Removed: Revenues by Segment Year Ended December 31,
+Added: Inter-segment revenues include revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance and were $ 104.7 million, $ 77.5 million and $ 73.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: Segment Revenues and Expenses Year Ended December 31, 2024
( in millions )
−Removed: Truckload $ 2,155.7 $ 2,236.6 $ 1,934.9
−Removed: Intermodal 1,050.7 1,287.4 1,143.1
−Removed: Logistics 1,393.7 1,956.2 1,808.7
−Removed: Other 333.4 364.0 365.3
−Removed: Fuel surcharge 684.3 862.5 444.8
−Removed: Inter-segment eliminations ( 118.9 ) ( 102.3 ) ( 88.1 )
+Added: Truckload Intermodal Logistics Total
+Added: Revenues (excluding fuel surcharge) $ 2,170.7 $ 1,041.2 $ 1,281.3 $ 4,493.2
+Added: Fuel surcharge revenues 392.1 183.7 6.7 582.5
+Added: Segment operating revenues 2,562.8 1,224.9 1,288.0 5,075.7
+Added: Other revenues 383.9
+Added: Elimination of inter-segment revenues ( 162.8 )
+Added: Elimination of inter-segment fuel surcharge revenues ( 6.3 )
Operating revenues 5,290.5
−Removed: Income (Loss) from Operations by Segment Year Ended December 31,
+Added: Salaries, wages, and benefits 941.4 176.3 100.5
+Added: Purchased transportation, fuel, and fuel taxes 631.3 784.3 1,031.2
+Added: Depreciation and amortization 304.0 53.3 0.1
+Added: Operating supplies and expenses-net 264.5 65.6 45.2
+Added: Other segment expenses (1)
+Added: 332.5 90.9 78.3
+Added: Segment income from operations $ 89.1 $ 54.5 $ 32.7 176.3
+Added: Corporate and other loss from operations—net ( 11.1 )
+Added: Income from operations 165.2
+Added: Total other expenses—net 13.0
+Added: Income before income taxes $ 152.2
+Added: Segment Revenues and Expenses Year Ended December 31, 2023
( in millions )
−Removed: Truckload $ 170.7 $ 352.2 $ 284.7
−Removed: Intermodal 71.0 165.1 155.2
−Removed: Logistics 45.9 141.2 92.4
−Removed: Other 8.8 ( 58.1 ) 1.4
+Added: Truckload Intermodal Logistics Total
+Added: Revenues (excluding fuel surcharge) $ 2,155.7 $ 1,050.7 $ 1,393.7 $ 4,600.1
+Added: Fuel surcharge revenues 461.2 224.0 6.9 692.1
+Added: Segment operating revenues 2,616.9 1,274.7 1,400.6 5,292.2
+Added: Other revenues 333.4
+Added: Elimination of inter-segment revenues ( 118.9 )
+Added: Elimination of inter-segment fuel surcharge revenues ( 7.8 )
+Added: Operating revenues 5,498.9
+Added: Salaries, wages, and benefits 853.2 173.7 102.7
+Added: Purchased transportation, fuel, and fuel taxes 749.5 805.0 1,113.9
+Added: Depreciation and amortization 278.7 53.4 0.1
+Added: Operating supplies and expenses-net 232.9 66.0 51.6
+Added: Other segment expenses (1)
+Added: 331.9 105.6 86.4
+Added: Segment income from operations $ 170.7 $ 71.0 $ 45.9 287.6
+Added: Corporate and other income from operations—net 8.8
Income from operations 296.4
−Removed: Depreciation and Amortization by Segment Year Ended December 31,
+Added: Total other income—net ( 9.7 )
+Added: Income before income taxes $ 306.1
+Added: Segment Revenues and Expenses Year Ended December 31, 2022
( in millions )
−Removed: Truckload $ 278.7 $ 249.3 $ 210.2
−Removed: Intermodal 53.4 57.2 48.4
−Removed: Logistics 0.1 0.1 0.2
−Removed: Other 50.3 43.4 37.4
+Added: Truckload Intermodal Logistics Total
+Added: Revenues (excluding fuel surcharge) $ 2,236.6 $ 1,287.4 $ 1,956.2 $ 5,480.2
+Added: Fuel surcharge revenues 549.8 302.4 16.3 868.5
+Added: Segment operating revenues 2,786.4 1,589.8 1,972.5 6,348.7
+Added: Other revenues 364.0
+Added: Elimination of inter-segment revenues ( 102.3 )
+Added: Elimination of inter-segment fuel surcharge revenues ( 6.0 )
+Added: Operating revenues 6,604.4
+Added: Salaries, wages, and benefits 771.6 174.4 114.2
+Added: Purchased transportation, fuel, and fuel taxes 884.4 1,001.5 1,526.3
Depreciation and amortization 249.3 57.2 0.1
+Added: Operating supplies and expenses-net 216.9 71.9 96.7
+Added: Other segment expenses (1)
+Added: 312.0 119.7 94.0
+Added: Segment income from operations $ 352.2 $ 165.1 $ 141.2 658.5
+Added: Corporate and other loss from operations—net ( 58.1 )
+Added: Income from operations 600.4
+Added: Total other income—net ( 3.6 )
+Added: Income before income taxes $ 604.0
+Added: (1) For each reportable segment, other segment expenses include insurance and related expenses and other general expenses.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
1 unchanged sentence
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.