2 unchanged sentences
Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report.
−Removed: The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S.
−Removed: Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
+Added: The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control
−Removed: In May 2023, we began the implementation of a new ERP system which replaced our core financial systems.
−Removed: The new ERP system was designed to increase the efficiency and accuracy of data by streamlining data sources, simplifying complex processes, and reducing manual processes.
−Removed: As part of the implementation process, we made several modifications to our internal control processes and procedures which did not result in significant changes in our internal control over financial reporting.
−Removed: There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
6 unchanged sentences
Based on this assessment, management believes that as of December 31, 2024, our internal control over financial reporting was effective.
−Removed: On August 1, 2023, we completed our acquisition of M&M and in accordance with SEC Staff guidance, which allows companies to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting in the year of acquisition, we have excluded M&M from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023.
−Removed: The total assets of M&M constitute approximately 5.7% of the Company’s consolidated total assets as of December 31, 2023, while operating revenues constitute approximately 1.3% of the Company’s total revenues on December 31, 2023.
+Added: On December 2, 2024, we completed our acquisition of Cowan Systems and in accordance with SEC Staff guidance, which allows companies to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting in the year of acquisition, we have excluded Cowan Systems from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024.
+Added: The total assets of Cowan Systems constitute approximately 9.4% of the Company’s consolidated total assets as of December 31, 2024, while operating revenues since the acquisition date constitute approximately 0.9% of the Company’s total revenues for the year ended December 31, 2024.
See Note 2, Acquisition , for additional information.
36 unchanged sentences
Shaleen Devgun h as served as Executive Vice President, Chief Innovation and Technology Officer since 2022.
−Removed: Prior to serving as our Chief Innovation and Technology Officer, Mr.
+Added: Prior to serving
+Added: as our Chief Innovation and Technology Officer, Mr.
Devgun served as our Chief Information Officer from 2015 through 2021, as well as Vice President for Strategy, Planning, and Solution Delivery.
Before joining Schneider in 2009, he spent 12 years in management consulting roles with DiamondCluster International and Deloitte, specializing in corporate venturing, formulation and execution of business and technology strategy, program leadership, and operational design.
−Removed: Devgun holds bachelor’s degrees in economics and math from the University of Pune and a master’s degree in business administration from the University of Detroit Mercy.
+Added: Devgun holds bachelor’s degrees in economics and math from the University of Pune and a master’s degree in business administration from the
+Added: University of Detroit Mercy.
He also serves as chief advisor to TitletownTech, a venture fund founded by the Green Bay Packers and Microsoft Corporation.
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Schedule II - Valuation and Qualifying Accounts (in millions)
−Removed: Allowance for Doubtful Accounts and Revenue Adjustments for the Year Ended Balance at Beginning of Year Charged to Expense / Against Revenue Write-offs—Net of Recoveries Balance at
+Added: Allowance for Doubtful Accounts and Revenue Adjustments for the Year Ended Balance at Beginning of Year Charged (Credited) to Expense/Against Revenue Write-offs—Net of Recoveries Balance at
December 31, 2022 $ 5.2 $ 10.6 $ ( 2.1 ) $ 13.7
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8-K 3.1 001-38054 4/12/2017
−Removed: 3.2 Amended and Restated Bylaws of Schneider National, Inc., dated as of April 26, 2021
−Removed: 8-K 3.1 001-38054 4/28/2021
+Added: 3.2 Amended and Restated Bylaws as of April 29, 2024
+Added: 8-K/A 3.1 001-38054 1/16/2025
4.1 Description of Class B Common Stock
+Added: 10-K 4.1 001-38054 2/23/2024
9.1 Amended and Restated 1995 Schneider National, Inc.
98 unchanged sentences
S-1/A 10.30 333-215244 3/7/2017
−Removed: 10.23+ Schneider National, Inc.
−Removed: Employee Stock Purchase Plan, dated as of February 1, 1985, as amended as of March 17, 2017
−Removed: S-8 4.3 333-217301 3/17/2017
10.24+ Form of Schneider National, Inc.
73 unchanged sentences
10.49 Form of Note (included in Exhibit 10.45) 8-K 10.1 001-38054 9/1/2023
+Added: 10.50 Amendment No.
+Added: 5, dated May 29, 2024, to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021 and June 1, 2023, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto.
+Added: 8-K 10.1 001-38054 5/31/2024
+Added: 10.51 Credit Agreement dated as of November 22, 2024, among the Borrower, the Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent.
+Added: 8-K 10.1 001-38054 11/25/2024
19.1 Schneider National, Inc.
Insider Trading Policy
+Added: 10-K 19 001-38054 2/23/2024
+Added: 19.2* Schneider National, Inc.
+Added: Share Repurchase Policy
21.1* Subsidiaries of Schneider National, Inc.
8 unchanged sentences
Compensation Recovery Policy
+Added: 10-K 97 001-38054 2/23/2024
101.INS* XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
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Jyoti Chopra Director
+Added: /s/ Mary De Prey
+Added: Mary De Prey Director
Giertz Director
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/s/ Robert M.
−Removed: /s/ Therese A.
−Removed: Koller Director
Rourke Director
10 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.