Schneider National, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Schneider National, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Schneider National, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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. 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. Accident-related and Workers Compensation Claims Accruals — Refer to Note 1 to the financial statements Critical Audit Matter Description The Company is self-insured for various claims, which primarily relate to accident-related claims for personal injury, collision, and comprehensive compensation, along with workers' compensation. Claims accruals represent accruals for pending claims, including adverse development of known claims, as well as incurred but not reported claims. 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. 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. 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. 41 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to these claims accruals included the following, among others: • 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. • 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. ◦ 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 Milwaukee, Wisconsin February 21, 2025 We have served as the Company’s auditor since 2002. 42 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Schneider National, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Schneider National, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. 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. 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. Accordingly, our audit did not include the internal control over financial reporting at Cowan Systems. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Milwaukee, Wisconsin February 21, 2025 43 Table of Contents SCHNEIDER NATIONAL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions, except per share data) Year Ended December 31, 2024 2023 2022 Operating revenues $ 5,290.5 $ 5,498.9 $ 6,604.4 Operating expenses: Purchased transportation 1,991.3 2,184.5 2,902.9 Salaries, wages, and benefits 1,409.7 1,359.1 1,376.0 Fuel and fuel taxes 398.2 437.4 521.0 Depreciation and amortization 413.7 382.5 350.0 Operating supplies and expenses—net 636.5 576.0 534.0 Insurance and related expenses 151.5 114.3 103.0 Other general expenses 124.4 148.7 217.1 Total operating expenses 5,125.3 5,202.5 6,004.0 Income from operations 165.2 296.4 600.4 Other expenses (income): Interest income ( 4.3 ) ( 7.0 ) ( 2.9 ) Interest expense 16.6 14.2 9.6 Other expenses (income)—net 0.7 ( 16.9 ) ( 10.3 ) Total other expenses (income)—net 13.0 ( 9.7 ) ( 3.6 ) Income before income taxes 152.2 306.1 604.0 Provision for income taxes 35.2 67.6 146.2 Net income 117.0 238.5 457.8 Other comprehensive income (loss): Foreign currency translation adjustment—net ( 0.9 ) 0.5 ( 1.5 ) Net unrealized gains (losses) on marketable securities—net of tax 0.5 1.1 ( 3.5 ) Total other comprehensive income (loss)—net ( 0.4 ) 1.6 ( 5.0 ) Comprehensive income $ 116.6 $ 240.1 $ 452.8 Weighted average shares outstanding 175.5 177.3 177.9 Basic earnings per share $ 0.67 $ 1.35 $ 2.57 Weighted average diluted shares outstanding 176.1 178.2 178.8 Diluted earnings per share $ 0.66 $ 1.34 $ 2.56 Dividends per share of common stock $ 0.38 $ 0.36 $ 0.32 See notes to consolidated financial statements. 44 Table of Contents SCHNEIDER NATIONAL, INC. CONSOLIDATED BALANCE SHEETS (in millions, except share data) December 31, 2024 December 31, 2023 Assets Current Assets: Cash and cash equivalents $ 117.6 $ 102.4 Marketable securities 47.9 57.2 Trade accounts receivable—net of allowance of $ 8.0 million and $ 15.0 million, respectively 600.0 575.7 Other receivables 54.2 61.9 Current portion of lease receivables—net of allowance of $ 0.8 million and $ 1.0 million, respectively 85.3 93.3 Inventories—net 89.8 117.9 Prepaid expenses and other current assets 120.5 102.5 Total current assets 1,115.3 1,110.9 Noncurrent Assets: Property and equipment: Transportation equipment 4,162.2 3,781.0 Land, buildings, and improvements 264.8 226.1 Other property and equipment 111.9 180.2 Total property and equipment 4,538.9 4,187.3 Less accumulated depreciation 1,669.5 1,605.6 Net property and equipment 2,869.4 2,581.7 Lease receivables 133.1 130.2 Internal use software and other noncurrent assets 438.0 402.7 Goodwill 377.9 331.7 Total noncurrent assets 3,818.4 3,446.3 Total Assets $ 4,933.7 $ 4,557.2 Liabilities and Shareholders’ Equity Current Liabilities: Trade accounts payable $ 253.1 $ 241.3 Accrued salaries, wages, and benefits 90.6 66.7 Claims accruals—current 139.6 89.2 Current maturities of debt and finance lease obligations 106.0 104.5 Other current liabilities 115.2 104.5 Total current liabilities 704.5 606.2 Noncurrent Liabilities: Long-term debt and finance lease obligations 420.8 197.6 Claims accruals—noncurrent 151.2 92.7 Deferred income taxes 565.6 595.7 Other noncurrent liabilities 104.7 108.2 Total noncurrent liabilities 1,242.3 994.2 Total Liabilities 1,946.8 1,600.4 Commitments and Contingencies (Note 13) Shareholders’ Equity: Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding — — Class A common shares, no par value, 250,000,000 shares authorized, 83,029,500 shares issued and outstanding — — Class B common shares, no par value, 750,000,000 shares authorized, 96,031,098 and 95,796,669 shares issued, and 92,221,383 and 92,931,242 shares outstanding, respectively — — Additional paid-in capital 1,605.3 1,595.2 Retained earnings 1,481.8 1,431.9 Accumulated other comprehensive loss ( 3.8 ) ( 3.4 ) Treasury stock at cost ( 3,795,036 and 2,505,267 shares) ( 96.4 ) ( 66.9 ) Total Shareholders’ Equity 2,986.9 2,956.8 Total Liabilities and Shareholders’ Equity $ 4,933.7 $ 4,557.2 See notes to consolidated financial statements. 45 Table of Contents SCHNEIDER NATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2024 2023 2022 Operating Activities: Net income $ 117.0 $ 238.5 $ 457.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 413.7 382.5 350.0 Gains on sales of property and equipment—net ( 3.5 ) ( 28.7 ) ( 85.7 ) Proceeds from lease receipts 62.0 74.9 83.5 Loss on sale of business — — 5.0 Deferred income taxes 3.9 55.8 83.0 Long-term incentive and share-based compensation expense 12.6 15.8 16.5 Gains on investments in equity securities—net ( 2.3 ) ( 19.7 ) ( 13.7 ) Other noncash items—net 2.3 0.5 ( 15.2 ) Changes in operating assets and liabilities: Receivables 70.1 42.4 51.6 Other assets ( 6.5 ) ( 21.2 ) ( 43.4 ) Claims reserves and receivables—net 38.0 9.4 8.5 Payables ( 32.7 ) ( 32.6 ) ( 42.2 ) Other liabilities 11.5 ( 37.6 ) 0.7 Net cash provided by operating activities 686.1 680.0 856.4 Investing Activities: Purchases of transportation equipment ( 414.0 ) ( 660.1 ) ( 535.1 ) Purchases of other property and equipment ( 65.1 ) ( 42.3 ) ( 52.9 ) Proceeds from sale of property and equipment 98.8 128.6 126.3 Proceeds from sale of off-lease inventory 32.7 34.6 25.8 Purchases of lease equipment ( 60.2 ) ( 105.2 ) ( 105.6 ) Proceeds from government grants 2.2 14.6 — Proceeds from marketable securities 11.8 6.2 6.2 Purchases of marketable securities ( 1.9 ) ( 16.2 ) ( 7.6 ) Investments in equity securities and equity method investment ( 0.1 ) ( 17.6 ) ( 24.2 ) Investments in notes receivable ( 2.5 ) ( 10.0 ) — Business acquisitions, net of cash acquired ( 393.2 ) ( 240.2 ) ( 31.7 ) Net cash used in investing activities ( 791.5 ) ( 907.6 ) ( 598.8 ) Financing Activities: Proceeds under revolving credit agreements 65.0 186.0 — Payments under revolving credit agreements ( 100.0 ) ( 81.0 ) — Proceeds from long-term debt 300.0 50.0 — Payments of debt and finance lease obligations ( 44.5 ) ( 73.9 ) ( 62.0 ) Dividends paid ( 66.6 ) ( 63.6 ) ( 55.7 ) Repurchases of common stock ( 29.5 ) ( 66.9 ) — Other financing activities ( 3.8 ) ( 6.3 ) 1.0 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 Cash and Cash Equivalents: Beginning of period 102.4 385.7 244.8 End of period $ 117.6 $ 102.4 $ 385.7 46 Table of Contents Year Ended December 31, 2024 2023 2022 Additional Cash Flow Information: Noncash investing and financing activity: Transportation and lease equipment purchases in accounts payable $ 5.2 $ 8.7 $ 13.0 Dividends declared but not yet paid 17.4 16.9 16.2 Noncash equity method investment — 3.3 — Sale of assets in exchange for notes receivable 4.0 — 2.3 Cash paid (refunded) during the period for: Interest 14.3 10.2 9.3 Income taxes—net of refunds ( 0.2 ) 67.6 52.8 See notes to consolidated financial statements. 47 Table of Contents SCHNEIDER NATIONAL, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in millions, except per share data) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Balance—December 31, 2021 $ — $ 1,566.0 $ 857.8 $ — $ — $ 2,423.8 Net income — — 457.8 — — 457.8 Other comprehensive loss — — — ( 5.0 ) — ( 5.0 ) Share-based compensation expense — 17.2 — — — 17.2 Dividends declared at $ 0.32 per share of Class A and Class B common shares — — ( 57.8 ) — — ( 57.8 ) Share issuances — 0.2 — — — 0.2 Exercise of employee stock options — 3.4 — — — 3.4 Shares withheld for employee taxes — ( 2.4 ) — — — ( 2.4 ) Balance—December 31, 2022 — 1,584.4 1,257.8 ( 5.0 ) — 2,837.2 Net income — — 238.5 — — 238.5 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 ) Repurchases of common stock — — — — ( 66.9 ) ( 66.9 ) Share issuances — 0.1 — — — 0.1 Exercise of employee stock options — 0.1 — — — 0.1 Shares withheld for employee taxes — ( 6.4 ) — — — ( 6.4 ) Balance—December 31, 2023 — 1,595.2 1,431.9 ( 3.4 ) ( 66.9 ) 2,956.8 Net income — — 117.0 — — 117.0 Other comprehensive loss — — — ( 0.4 ) — ( 0.4 ) Share-based compensation expense — 13.9 — — — 13.9 Dividends declared at $ 0.38 per share of Class A and Class B common shares — — ( 67.1 ) — — ( 67.1 ) Repurchases of common stock — — — — ( 29.5 ) ( 29.5 ) Exercise of employee stock options — 2.6 — — — 2.6 Shares withheld for employee taxes — ( 6.4 ) — — — ( 6.4 ) Balance—December 31, 2024 $ — $ 1,605.3 $ 1,481.8 $ ( 3.8 ) $ ( 96.4 ) $ 2,986.9 See notes to consolidated financial statements. 48 Table of Contents SCHNEIDER NATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations We are one of the largest providers of surface transportation and logistics solutions in North America that, through our wholly owned subsidiaries, provides safe, reliable, and innovative truckload, intermodal, and logistics services to a diverse group of customers throughout the continental U.S., Canada, and Mexico. Principles of Consolidation and Basis of Presentation Our consolidated financial statements have been prepared in conformity with GAAP and include all of our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Use of Estimates We make estimates and assumptions that affect assets, liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. Cash and Cash Equivalents Cash in excess of current operating requirements is invested in short-term, highly liquid investments. We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Receivables and Allowance Our trade accounts receivable is recorded net of an allowance for doubtful accounts and revenue adjustments. The allowance is based on an aging analysis using historical experience, as well as any current and forecasted trends or uncertainties related to customer billing and account collectability. The adequacy of our allowance is reviewed at least quarterly, and reserves for receivables not expected to be collected are established. In circumstances where we are aware of a customer’s inability to meet its financial obligations, a specific reserve is recorded to reduce the net receivable to the amount we reasonably expect to collect. Bad debt expense is included in other general expenses in the consolidated statements of comprehensive income. We record our lease receivables net of an allowance for doubtful accounts based on an aging analysis to reserve amounts expected to be uncollectible. The terms of the lease agreements generally give us the ability to take possession of the underlying asset in the event of default. 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. Inventory 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. The following table shows the components of our inventory balances as of the dates shown. (in millions) December 31, 2024 December 31, 2023 Tractors for sale or lease $ 72.1 $ 99.0 Replacement parts 16.1 17.5 Tires and other 1.6 1.4 Total $ 89.8 $ 117.9 49 Table of Contents Investments in Marketable Securities Our marketable securities are classified as available-for-sale and carried at fair value in current assets on the consolidated balance sheets. While our intent is to hold our securities to maturity, sudden changes in the market or to our liquidity needs may cause us to sell certain securities in advance of their maturity date. Our marketable securities are accounted for under ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . Under this guidance, credit losses are recorded through an allowance for credit losses rather than as a direct write-down to the security, and unrealized gains and losses, net of tax, are included as a component of accumulated other comprehensive income on the consolidated balance sheets, unless we determine that the amortized cost basis is not recoverable. If we determine that the amortized cost basis of the impaired security is not recoverable, we recognize the credit loss by increasing the allowance for those losses. We did no t have an allowance for credit losses on our marketable securities as of December 31, 2024 and 2023. Cost basis is determined using the specific identification method. We elected to continue to present the accrued interest receivable balance associated with our investments in marketable securities separate from the marketable securities line in the consolidated balance sheets. In addition, we elected the practical expedient provided under the guidance to exclude the applicable accrued interest from the amortized cost basis disclosure of our marketable securities. We have also elected not to measure an allowance for credit losses on our accrued interest receivable and to write off accrued interest receivable by reversing interest income when it is not considered collectible. Fair Value Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability. Inputs to valuation techniques used to measure fair value fall into three broad levels (Levels 1, 2, and 3) as follows: Level 1 —Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date. Level 2 —Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities. Level 3 —Unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives and residual values. Generally, the estimated useful lives are as follows: 2024 Tractors 3 - 8 years Trailing equipment 6 - 20 years Other transportation equipment 4 - 5 years Buildings and improvements 5 - 25 years Other property 3 - 10 years Salvage values, when applicable, generally range from 0 % - 30 % or 0 % - 25 % of the original cost for tractors and trailing equipment, respectively, and reflect agreements with tractor suppliers for residual or trade-in values for certain new equipment. Long-lived assets require an impairment review when events or circumstances indicate that the carrying amount may not be recoverable. We base our evaluation of other long-lived assets on the presence of impairment indicators such as the future economic benefit of the assets, any historical or future profitability measurements, and other external market conditions or factors. The carrying amount of tangible long-lived assets held and used is considered not recoverable if the carrying amount exceeds the undiscounted sum of cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is not recoverable, the impairment loss is measured as the excess of the asset’s carrying amount over its fair value. 50 Table of Contents Gains and losses on the sale or other disposition of equipment are based on the difference between the proceeds received less costs to sell and the net book value of the assets disposed. Gains and losses are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net in the consolidated statements of comprehensive income. For the years ended December 31, 2024, 2023, and 2022, we recognized $ 3.5 million of net gains, $ 28.7 million of net gains, and $ 85.7 million of net gains on the sale of property and equipment, respectively. Net gains for 2022 were primarily related to the sale of the Company’s Canadian facility. Assets Held for Sale 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. Assets held for sale are evaluated for impairment when transferred to held for sale status or when impairment indicators are present. The carrying amount of assets held for sale is not recoverable if the carrying amount exceeds the fair value less estimated costs to sell the asset. An impairment loss is recorded for the excess of the asset’s carrying amount over its fair value less estimated costs to sell. Impairment losses are recorded in operating supplies and expenses—net in the consolidated statements of comprehensive income. 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: (in millions) 2024 2023 Truckload $ 12.8 $ 22.1 Intermodal 3.2 6.7 Total $ 16.0 $ 28.8 Internal Use Software and Cloud Computing Arrangements We capitalize certain costs incurred to acquire, develop, or modify software to meet the Company’s internal needs. Only costs incurred during the application development stage are capitalized once the preliminary project stage is complete and management has committed to funding the project. Internal use software costs are amortized on a straight-line basis primarily over five years , or the expected useful life if different, with amortization expense recorded within depreciation and amortization on the consolidated statements of comprehensive income. We recorded $ 25.8 million, $ 25.2 million, and $ 24.5 million of amortization expense related to internal use software during the years ended December 31, 2024, 2023, and 2022, respectively. Under ASU 2018-15, we capitalize certain implementation costs for internal use software incurred in a CCA that is a service contract. CCA implementation costs are amortized on a straight-line basis over the term of the related hosting agreement, taking into consideration renewal options, if any. The renewal period is included in the amortization period if determined that the option is reasonably certain to be exercised. Amortization expense is recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income, similar to the related hosting fees. We recorded $ 6.7 million, $ 4.7 million, and $ 1.3 million of amortization expense related to CCA implementation costs during the years ended December 31, 2024, 2023, and 2022, respectively. Capitalized computer costs are evaluated for impairment on an ongoing basis. 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. If impairment is identified, it is recorded in operating supplies and expenses—net in the consolidated statements of comprehensive income. 51 Table of Contents The following table provides information related to our internal use software and CCA implementation costs as of the dates shown. (in millions) December 31, 2024 December 31, 2023 Internal use software $ 338.0 $ 325.6 Less accumulated amortization 261.7 242.3 Net internal use software $ 76.3 $ 83.3 CCA implementation costs $ 39.3 $ 35.9 Less accumulated amortization 13.8 7.0 Net CCA implementation costs (1) $ 25.5 $ 28.9 (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 Goodwill is tested for impairment annually in October, or more frequently if impairment indicators exist. The carrying amount of a reporting unit’s goodwill is considered not recoverable and an impairment loss is recorded if the carrying amount of the reporting unit exceeds the reporting unit’s fair value, as determined based on the combination of income and market approaches. See Note 6, Goodwill and Other Intangible Assets , for more information on our goodwill. Revenue Recognition We recognize revenue during the delivery period based on relative transit time in each reporting period, in accordance with ASC 606, with expenses recognized as incurred. Accordingly, a portion of the total revenue that will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight delivery service that has been completed at the end of the reporting period. When we use third-party carriers, we generally record revenues on the gross basis at amounts charged to our customers because we are the primary obligor, we are a principal in the transaction, we invoice our customers and retain all credit risks, and we maintain discretion over pricing. Additionally, we are responsible for selection of third-party transportation providers to the extent they are used to satisfy customer freight requirements. We record revenues net of pass-through taxes in our consolidated statements of comprehensive income. For the years ended December 31, 2024, 2023, and 2022, no customer accounted for more than 10% of our consolidated revenues. Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. We record valuation allowances for deferred tax assets to the extent we do not believe these assets are more likely than not to be realized through the reversal of existing taxable temporary differences, projected future taxable income, or tax-planning strategies. We record a liability for unrecognized tax benefits when the benefits of tax positions taken on a tax return are not more likely than not to be sustained upon audit. Interest and penalties related to uncertain tax positions are classified as income tax expense in the consolidated statements of comprehensive income. 52 Table of Contents Earnings Per Share We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if holders of unvested restricted and performance share units or options were to exercise or convert their holdings into common stock. Awards that would have an anti-dilutive impact are excluded from the calculation. Treasury Stock 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. The repurchased stock is classified as treasury stock on the consolidated balance sheets and is held at cost. Share-based Compensation We have share-based compensation plans covering certain employees, including officers and directors. We account for share-based compensation using the fair value recognition provisions of current accounting standards for share-based payments. These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares, PSUs, and non-qualified stock options. We recognize compensation expense over the requisite service periods within each award. See Note 12, Share-Based Compensation , for more information about our plans. Claims Accruals We are self-insured for loss of and damage to our owned and leased transportation equipment. We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular accidents, and cargo damage. Certain insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim. 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. Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal, economic, and regulatory factors. The ultimate cost of a claim develops over time as additional information regarding the nature, timing, and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability. This process involves the use of loss-development factors based on our historical claims experience and includes a contractual premium adjustment factor, if applicable. In doing so, the recorded liability considers future claims growth and provides an allowance for incurred but not reported claims. We do not discount our estimated losses. 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; 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. 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 We have received grants from various California state organizations to be used towards the electrification of our fleet, inclusive of BEVs and charging stations. As there is no specific guidance under GAAP, we have elected to account for such grants under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , using the gross presentation model for the balance sheet and the net presentation model for the income statement. In accordance with IAS 20’s net presentation model, government grants can be offset against the related expenditures on the income statement when there is reasonable assurance that (1) the recipient will comply with the relevant conditions and (2) the grant will be received. 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. 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. As of December 31, 2023 the Company’s consolidated balance sheets included 53 Table of Contents $ 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 On November 30, 2022, the Company entered into a management buyout agreement to sell 100% of its China-based logistics operations to certain members of Asia’s management team, ceasing Schneider’s Asia operations. The sale resulted in the recognition of a $ 5.0 million loss, which was recorded within operating supplies and expenses—net in the consolidated statements of comprehensive income, and operating results through the date of sale are included within Other. In conjunction with the management buyout agreement, a $ 4.1 million payment was made and is included within acquisitions and sale of business, net of cash acquired on the consolidated statements of cash flows. Accounting Standards Issued but Not Yet Adopted On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . This ASU expands the disclosures related to rate reconciliations by requiring entities to disclose items meeting a quantitative threshold and eight categories. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We believe this standard will expand our disclosures but will not impact our consolidated financial statements. We will adopt this standard in the fourth quarter of 2025. On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40 . This ASU expands disclosures related to certain costs and expenses included within each relevant expense caption presented on the face of the income statement. We believe this standard will require us to expand our disclosures but will not have a material effect on our consolidated financial statements. This will be effective for fiscal years beginning after December 15, 2026 with early adoption permitted. We will adopt this standard in the fourth quarter of 2027. 2. ACQUISITIONS Cowan Systems 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. On December 30, 2024, we paid $ 31.1 million for select Cowan Systems real estate assets in a separate transaction. The acquisition was financed through a combination of cash on hand and borrowings under a new $400.0 million delayed-draw term loan facility. See Note 7, Debt and Credit Facilities for more information on the delayed-draw term loan facility . 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. which we believe complements our growing dedicated operations. 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. These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation. Fair value estimates of acquired property and equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets. 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. 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. The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes. 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. 54 Table of Contents Certain amounts recorded in connection with the acquisition are still considered preliminary as we continue to gather the necessary information to finalize our fair value estimates and provisional amounts. Provisional amounts include items related to working capital adjustments, intangibles, and deferred taxes. 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. Recognized amounts of identifiable assets acquired and liabilities assumed (in millions) December 2, 2024 Opening Balance Sheet Cash and cash equivalents $ 5.4 Trade accounts receivable—net of allowance 81.0 Prepaid expenses and other current assets 30.5 Net property and equipment 297.9 Internal use software and other noncurrent assets 1.5 Goodwill 46.2 Total assets acquired 462.5 Trade accounts payable 11.1 Accrued salaries, wages, and benefits 10.6 Claims accruals—current 20.2 Other current liabilities 17.6 Other noncurrent liabilities 4.4 Total liabilities assumed 63.9 Net assets acquired $ 398.6 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 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. 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. 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. Fair value estimates of acquired transportation equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets with key assumptions based on the market approach. These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation. The assistance of an independent third-party valuation firm was used to determine the estimated fair values and useful lives of finite-lived intangible assets including customer relationships and trademarks. Valuation methods used were the multi-period excess earnings method and relief from royalty method for customer relationships and trademarks, respectively. Non-compete agreements were recorded based on the amount paid at closing. Acquisition-related costs, which consist of fees incurred for advisory, legal, and accounting services, were not material for the period ended December 31, 2024. 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. 55 Table of Contents 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) August 1, 2023 Opening Balance Sheet Adjustments Adjusted August 1, 2023 Opening Balance Sheet Cash and cash equivalents $ 3.6 $ — $ 3.6 Trade accounts receivable—net of allowance 15.1 — 15.1 Prepaid expenses and other current assets 3.0 — 3.0 Net property and equipment 77.8 — 77.8 Internal use software and other noncurrent assets 56.9 0.5 57.4 Goodwill 104.6 ( 1.1 ) 103.5 Total assets acquired 261.0 ( 0.6 ) 260.4 Trade accounts payable 1.4 — 1.4 Accrued salaries, wages, and benefits 5.3 — 5.3 Claims accruals—current 1.8 — 1.8 Other current liabilities 4.2 ( 1.3 ) 2.9 Other noncurrent liabilities 5.2 — 5.2 Total liabilities assumed 17.9 ( 1.3 ) 16.6 Net assets acquired $ 243.1 $ 0.7 $ 243.8 The above adjustments made during the measurement period were primarily related to working capital, accrued taxes, and intangible assets. No material adjustments were made during the year ended December 31, 2024. The following unaudited pro forma revenues give effect to the acquisition had it been effective January 1, 2022. 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. Our earnings for the same periods would not have been materially different. deBoer Transportation, Inc. We entered into a Securities Purchase Agreement, dated June 7, 2022 , to acquire 100 % of the outstanding equity of deBoer, a regional, dedicated carrier headquartered in Blenker, WI. 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. 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. The fair values of net assets acquired were determined using Level 3 inputs. 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. Operating results for deBoer are included in our consolidated results of operations from the acquisition date. Pro forma information for this acquisition is not provided as it did not have a material impact on the Company’s consolidated operating results. 56 Table of Contents 3. REVENUE RECOGNITION Disaggregated Revenues The majority of our revenues are related to transportation and have similar characteristics. M&M, MLS, and deBoer revenues since the acquisition dates are included within Transportation revenues, consistent with the remainder of our Truckload segment. 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. Year Ended December 31, Disaggregated Revenues ( in millions ) 2024 2023 2022 Transportation $ 4,867.1 $ 5,102.0 $ 6,119.9 Logistics Management 208.5 190.1 274.2 Other 214.9 206.8 210.3 Total operating revenues $ 5,290.5 $ 5,498.9 $ 6,604.4 Transportation Transportation revenues are generated from our Truckload and Intermodal segments, as well as from our brokerage business, which is included in the Logistics segment. 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. The economic factors that impact our transportation revenues are generally consistent across these modes given the relatively short-term nature of each contract. 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. Pricing information is supplied by rate schedules that accompany negotiated contracts. Occasionally we provide freight movements to customers in exchange for non-monetary services. The fair value of non-monetary consideration on these freight movements is included in operating revenues on the consolidated statements of comprehensive income and consists primarily of transportation equipment. There were no revenues recorded in 2024 and 2023 for freight movements in exchange for non-monetary consideration. 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. They do not include significant financing components. A small portion of revenues in our transportation business relate to fixed payments in our Truckload segment. 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. We determine revenue in transit using the input method, under which revenue is recognized based on time lapsed from the departure date to the arrival date. Measurement of revenue in transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. In certain transportation arrangements, an unrelated party contributes a specified service to our customer. For example, we contract with third-party carriers to perform transportation services on behalf of our customers in our brokerage business, and we use third-party rail carriers in our Intermodal segment. In situations that include the contributions of third parties, we act as principal in the arrangement, and accordingly, we recognize gross revenues from these transactions. 57 Table of Contents Logistics Management Logistics Management revenues relate to our SCDM operating segment, which is included in our Logistics segment. Within this portfolio, the key service we provide to customers is management of freight shipping and/or storage. The “contracts” in our Logistics Management portfolio are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Refer to the Remaining Performance Obligations table below for additional information. SCDM contracts typically have terms that extend beyond one year and do not include financing components. Under ASC 606, we have elected to use the right to invoice practical expedient, which reflects the fact that a customer obtains the benefit associated with logistics services as they are provided (output method), and therefore, we recognize revenue under these contracts over time. In our supply chain management business, we subcontract third parties to perform a portion of the services. We are responsible for ensuring the services are performed and are acceptable to the customer; therefore, we are considered the principal in these arrangements. Other Other revenues relate to activities that are out of scope for purposes of ASC 606, including our leasing and captive insurance businesses. Quantitative Disclosure The following table provides information related to transactions and expected timing of revenue recognition for performance obligations that are fixed in nature and relate to contracts with terms greater than one year as of the date shown. Remaining Performance Obligations (in millions) December 31, 2024 Expected to be recognized within one year Transportation $ 24.7 Logistics Management 12.5 Expected to be recognized after one year Transportation 33.9 Logistics Management 18.6 Total $ 89.7 This disclosure does not include revenue related to performance obligations that are part of a contract with an original expected duration of one year or less, nor does it include expected consideration related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice (e.g., usage-based pricing terms). The following table provides information related to contract balances associated with our contracts with customers as of the dates shown. Contract Balances ( in millions ) December 31, 2024 December 31, 2023 December 31, 2022 Other current assets—Contract assets $ 22.2 $ 23.7 $ 27.0 Other current liabilities—Contract liabilities — — 2.6 We generally receive payment within 40 days of completion of performance obligations. Contract assets in the table above relate to revenue in transit at the end of the reporting period. Contract liabilities relate to amounts customers paid in advance of the associated service. 58 Table of Contents Practical Expedients We elected to use the following practical expedients under ASC 606: (1) not to adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised service to a customer and when the customer pays for that service will be one year or less; (2) to apply ASC 606 to a portfolio of contracts (or performance obligations) with similar characteristics, as we reasonably expect that the effects on the consolidated financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio; and (3) to recognize revenue in the Logistics Management portfolio as the amount of consideration to which we have a right to invoice, that corresponds directly with the value to the customer of the service completed to date. 4. FAIR VALUE The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820. Fair Value on (in millions) Level in Fair Value Hierarchy December 31, 2024 December 31, 2023 Equity investment in TuSimple (1) 1 $ 0.1 $ 0.3 Marketable securities (2) 2 47.9 57.2 (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 . (2) Marketable securities are classified as Level 2 in the fair value hierarchy as they are valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active. See Note 5, Investments , for additional information. The fair value of the Company’s unsecured debt was $ 145.9 million and $ 183.2 million as of December 31, 2024 and 2023, respectively. The carrying value of the Company’s debt was $ 145.0 million and $ 185.0 million as of December 31, 2024 and 2023, respectively. The fair value of our debt was calculated using a fixed rate debt portfolio with similar terms and maturities, which is based on the borrowing rates available to us in the applicable year. This valuation used Level 2 inputs. The recorded values of cash, trade accounts receivable, lease receivables, trade accounts payable, and amounts outstanding under revolving credit agreements 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. The table below sets forth the Company’s non-financial assets that were measured at fair value on a non-recurring basis during 2024. (in millions) Level in Fair Value Hierarchy Fair Value on December 31, 2024 Assets held for sale (1) 2 $ 3.8 (1) Our held for sale transportation equipment is evaluated for impairment using market data upon classification as held for sale or as impairment indicators are present. If the carrying value of the assets held for sale exceeds the fair value, an impairment is recorded. 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. As part of our acquisitions, certain assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Refer to Note 2, Acquisitions, for further details. 59 Table of Contents 5. INVESTMENTS Marketable Securities The following table presents the remaining maturities and values of our marketable securities as of the dates shown. December 31, 2024 December 31, 2023 (in millions, except maturities in months) Remaining Maturities Amortized Cost Fair Value Amortized Cost Fair Value U.S. treasury and government agencies 5 to 74 months $ 21.0 $ 19.2 $ 24.9 $ 22.9 Corporate debt securities 5 to 100 months 15.3 14.9 20.0 19.2 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 The Company’s primary strategic equity investments without readily determinable fair values include PSI, a provider of telematics and fleet management tools; MLSI, a transportation technology development company; and ChemDirect, a business- to-business digital marketplace for the chemical industry. These investments are being accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative, and their combined values as of 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. 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. We also hold a $ 2.5 million note receivable from PSI as of December 31, 2024. This note was executed and funded during the second quarter of 2024, is subject to interest over its term, and matures in March 2027. 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. Year Ended December 31, (in millions) 2024 2023 2022 Investment in equity securities $ 0.2 $ 15.8 $ 24.0 Upward adjustments (1) 2.5 20.0 25.8 Cumulative upward adjustments 74.5 (1) Our updated investment values were determined using the backsolve method, a valuation approach that primarily uses an option pricing model to value shares based on the price paid for recently issued shares. Equity Investments with Readily Determinable Fair Values Our non-controlling interest in TuSimple is accounted for under ASC 321, Investments - Equity Securities . Our net investment and activity were not material for the years ended December 31, 2024, and 2023; 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. Equity Method Investment In the second quarter of 2023, the Company invested $ 5.0 million consisting primarily of internal use software and cash in exchange for a 50 % non-controlling ownership interest in Scope 23 LLC, an entity that provides a platform for shippers to track and manage their greenhouse gas emissions. Our interest is being accounted for under ASC 323, Investments - Equity Method and Joint Ventures. For the years ended December 31, 2024 and 2023, activity was not material. The carrying value of our investment was $ 4.5 million and $ 4.9 million as of December 31, 2024 and December 31, 2023, respectively. 60 Table of Contents 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. 6. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price of acquisitions over the fair value of the identifiable net assets acquired. The following table shows changes to our goodwill balances by segment during the years ended December 31, 2024 and 2023. (in millions) Truckload Logistics Total 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 ) Balance on December 31, 2023 317.5 14.2 331.7 Acquisition (see Note 2) 46.2 — 46.2 Balance on December 31, 2024 $ 363.7 $ 14.2 $ 377.9 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. 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. Key inputs used in the discounted cash flow approach include growth rates for sales and operating profit, perpetuity growth assumptions, and discount rates. Key inputs used in the guideline public company and guideline transaction methods include EBITDA valuation multiples of comparable companies and transactions. If interest rates rise, growth rates decrease, or EBITDA valuation multiples of comparable companies and transactions decline, the calculated fair values of our reporting units will decrease, which could impact the results of our goodwill impairment tests. During the fourth quarter of 2024 and 2023, annual impairment tests were performed for our reporting units with goodwill as of October 31, our assessment date. In 2023, as a result of reorganizing the operating segments within Truckload, two goodwill impairment tests were performed within our Truckload segment, one before the operating segment reorganization and one after the operating segment reorganization. Refer to Note 14, Segment Reporting, for further details on the segment reorganization. No impairments resulted as part of the 2024 or 2023 annual impairment tests. 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. December 31, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 43.5 $ 4.8 $ 38.7 $ 43.5 $ 1.8 $ 41.7 Trademarks 10.9 2.4 8.5 10.9 1.5 9.4 Non-compete agreements 5.4 1.5 3.9 5.4 0.4 5.0 Total intangible assets $ 59.8 $ 8.7 $ 51.1 $ 59.8 $ 3.7 $ 56.1 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. 61 Table of Contents Estimated future amortization expense related to intangible assets is as follows: (in millions) December 31, 2024 2025 $ 5.0 2026 5.0 2027 5.0 2028 4.6 2029 4.0 2030 and thereafter 27.5 Total $ 51.1 7. DEBT AND CREDIT FACILITIES As of December 31, 2024 and 2023, debt included the following: (in millions) December 31, 2024 December 31, 2023 Unsecured senior notes: principal payable at maturities ranging from 2025 through 2028 ; interest payable in semiannual installments through the same timeframe; weighted-average interest rate of 4.36 % and 3.68 % for 2024 and 2023, respectively $ 145.0 $ 185.0 Revolving credit agreement: matures November 2027; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.43 % for 2024 and 2023 — 45.0 Receivables purchase agreement: matures May 2027; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.12 % for 2024 and 6.28 % in 2023 70.0 60.0 Delayed-draw term loan facility: matures November 2029; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 5.61 % for 2024 300.0 — Total debt and credit facilities 515.0 290.0 Current maturities ( 98.7 ) ( 100.0 ) Long-term debt and credit facilities $ 416.3 $ 190.0 Scheduled future debt principal payments are as follows: (in millions) December 31, 2024 2025 $ 98.7 2026 7.3 2027 77.2 2028 57.0 2029 274.8 Total $ 515.0 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. 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. 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. 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. Borrowings under the 2024 Receivables Purchase Agreement were included within long-term debt and finance lease obligations as of December 31, 2024. As of December 31, 2023, borrowings under the 2021 Receivables Purchase Agreement were included within our current maturities of debt and 62 Table of Contents finance lease obligations due to the pending maturity date. 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. 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”). The notes represent senior promissory notes of SNL, bear interest of 5.63 % per year, are payable semiannual ly, and mature in August 2028. 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. 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. The amount outstanding under this agreement amounted to $ 300.0 million as of December 31, 2024. The Company has the option to draw an additional $ 100.0 million during the availability period which ends in August 2025. Quarterly principal payments of .625% of the outstanding balance will be due beginning September 2025 until the agreement matures in November 2029. 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. A change of control event causes an immediate termination of unused commitments under the credit agreements and requires repayment of all outstanding borrowings plus accrued interest and fees. The senior notes require us to provide notice to the note holders offering prepayment of the outstanding principal along with interest accrued to the date of prepayment. The prepayment date is required to be within 20 to 60 days from the date of notice. As of December 31, 2024, the Company was in compliance with all financial covenants. 8. LEASES As Lessee We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating leases and finance leases include transportation, office, yard, and warehouse equipment, in addition to truck washes. 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. For our real estate leases, we have elected to apply the recognition requirement to leases of twelve months or less; therefore, a lease right-of-use asset and liability will be recognized for all of these leases. For our equipment leases, we have elected to not apply the recognition requirements to leases of twelve months or less. These leases will be expensed on a straight-line basis, and no operating lease right-of-use asset or liability will be recorded. We have also elected to not separate the different components within the contract for our leases; therefore, all fixed costs associated with the lease are included in the right-of-use asset and lease liability. This often relates to the requirement for us to pay a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to a base or fixed rent. Some of our leases have variable payment amounts, and the variable portions of those payments are excluded from the right-of-use asset and lease liability. At the inception of our contracts, we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. None of our leases contain restrictions or covenants that restrict us from incurring other financial obligations. Right-of-use lease assets and liabilities are recognized based on the present value of the future lease payments over the term. Our incremental borrowing rates are used as the discount rates for leases and are determined based on U.S. Treasury rates plus an applicable margin. Schneider uses multiple discount rates based on lease terms. 63 Table of Contents In conjunction with our acquisition of M&M, the Company entered into nine related party leases. The leases are for the use of shop, warehouse, office, and drop yard locations throughout the country. The leases run through 2026 and the related lease payments are not material. The following table presents our net lease costs for the years ended December 31, 2024, 2023, and 2022. Financial Statement Classification Year Ended December 31, (in millions) 2024 2023 2022 Operating lease cost Operating lease cost Operating supplies and expenses—net $ 38.3 $ 36.7 $ 32.9 Short-term lease cost (1) Operating supplies and expenses—net 5.4 7.7 6.3 Finance lease cost Amortization of right-of-use assets Depreciation and amortization 4.5 3.9 2.2 Interest on lease liabilities Interest expense 0.5 0.5 0.2 Variable lease cost Operating supplies and expenses—net 2.5 2.7 2.9 Sublease income Operating supplies and expenses—net ( 2.4 ) ( 2.3 ) ( 3.0 ) Total net lease cost $ 48.8 $ 49.2 $ 41.5 (1) Includes short-term lease costs for leases twelve months or less, including those with a duration of one month or less. As of December 31, 2024 and 2023, remaining lease terms and discount rates under operating and finance leases were as follows: December 31, 2024 December 31, 2023 Weighted-average remaining lease term Operating leases 3.6 years 3.8 years Finance leases 2.8 years 3.2 years Weighted-average discount rate (1) Operating leases 5.2 % 5.0 % Finance leases 5.1 % 5.0 % (1) Determined based on a portfolio approach. Additional information related to our leases is as follows: Year Ended December 31, (in millions) 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 39.0 $ 36.7 $ 33.3 Operating cash flows for finance leases 0.5 0.5 0.2 Financing cash flows for finance leases 4.5 3.9 2.0 Right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 30.6 $ 52.6 $ 23.7 Finance leases 0.9 5.8 6.8 Operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities are included in internal use software and other noncurrent assets, other current liabilities, and other noncurrent liabilities, respectively, in the consolidated balance sheets. Operating lease right-of-use assets were $ 79.0 million and $ 82.9 million as of December 31, 2024 and 2023, respectively. Impairment amounts were not significant for the years ended December 31, 2024, 2023, and 2022. 64 Table of Contents As of December 31, 2024, future lease payments under operating and finance leases were as follows: (in millions) Operating Leases Finance Leases 2025 $ 35.2 $ 4.1 2026 22.6 2.5 2027 13.4 1.4 2028 10.1 0.8 2029 6.1 0.2 2030 and thereafter 4.6 — Total 92.0 9.0 Amount representing interest ( 8.0 ) ( 0.6 ) Present value of lease payments 84.0 8.4 Current maturities ( 31.9 ) ( 3.8 ) Long-term lease obligations $ 52.1 $ 4.6 For certain of our real estate leases, there are options contained within the lease agreement to extend beyond the initial lease term. The Company recognizes options as right-of-use assets and lease liabilities when deemed reasonably certain to be exercised. 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. 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. Real and other property under finance leases are being amortized to a zero net book value over the initial lease term. (in millions) December 31, 2024 December 31, 2023 Transportation equipment $ 7.4 $ 7.9 Real property 1.3 1.1 Other property 8.9 10.4 Accumulated amortization ( 9.6 ) ( 7.7 ) Total $ 8.0 $ 11.7 As Lessor We finance various types of transportation-related equipment for independent third parties under lease contracts which are generally for one to three years and accounted for as sales-type leases with fully guaranteed residual values. At the inception of the contracts, we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Our leases contain an option for the lessee to return, extend, or purchase the equipment at the end of the lease term for the guaranteed contract residual amount. This contract residual amount is estimated to approximate the fair value of the equipment. Lease payments primarily include base rentals and guaranteed residual values. In addition, we also collect one-time administrative fees and heavy vehicle use tax on our leases. We have elected to not separate the different components within the contract as the administrative fees were not material for the years ended December 31, 2024, 2023, and 2022. We have also elected to exclude all taxes assessed by a governmental authority from the consideration (e.g., heavy vehicle use tax). All of our leases require fixed payments, therefore we have no variable payment provisions. 65 Table of Contents As of December 31, 2024 and 2023, investments in lease receivables were as follows: (in millions) December 31, 2024 December 31, 2023 Future minimum payments to be received on leases $ 166.2 $ 161.8 Guaranteed residual lease values 96.7 103.9 Total minimum lease payments to be received 262.9 265.7 Unearned income ( 44.5 ) ( 42.2 ) Net investment in leases $ 218.4 $ 223.5 The amounts to be received on lease receivables as of December 31, 2024 were as follows: (in millions) December 31, 2024 2025 $ 110.9 2026 82.8 2027 68.9 2028 0.3 Total undiscounted lease cash flows 262.9 Amount representing interest ( 44.5 ) Present value of lease receivables 218.4 Current lease receivables—net of allowance ( 85.3 ) Long-term lease receivable $ 133.1 Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed. Our net investment in leases with any portion past due as of December 31, 2024 was $ 65.5 million, which includes both current and future lease payments. Lease payments on our lease receivables are generally due on a weekly basis and are classified as past due when the weekly payment is not received by its due date. As of December 31, 2024, our lease payments past due were $ 2.7 million. Leases are generally placed on nonaccrual status (nonaccrual of interest and other fees) when a payment becomes 90 days past due or upon notification of bankruptcy, death, or other instances management concludes collectability is not reasonably assured. The accrual of interest and other fees resumes when all payments are less than 60 days past due. The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively. Year Ended December 31, (in millions) 2024 2023 2022 Revenue $ 234.5 $ 206.1 $ 195.0 Cost of goods sold ( 210.5 ) ( 174.9 ) ( 161.8 ) Operating profit $ 24.0 $ 31.2 $ 33.2 Interest income on lease receivable $ 32.0 $ 36.1 $ 37.0 66 Table of Contents 9. INCOME TAXES The components of the provision for income taxes for the years ended December 31, 2024, 2023, and 2022 were as follows: (in millions) 2024 2023 2022 Current: Federal $ 27.3 $ 15.2 $ 28.1 Foreign 0.5 ( 10.1 ) 15.8 State 3.5 6.7 19.3 31.3 11.8 63.2 Deferred: Federal 3.6 47.7 82.8 State and other 0.3 8.1 0.2 3.9 55.8 83.0 Total provision for income taxes $ 35.2 $ 67.6 $ 146.2 For the year ended December 31, 2024, the foreign provision for income taxes is insignificant to our overall position. 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: 2024 2023 2022 (in millions, except percentages) Dollar Impact Rate Dollar Impact Rate Dollar Impact Rate Income tax at federal statutory rate $ 32.0 21.0 % $ 64.3 21.0 % $ 126.8 21.0 % State tax—net of federal effect 3.0 2.0 13.8 4.5 15.4 2.6 Change in valuation allowance — — ( 10.7 ) ( 3.5 ) 10.7 1.8 Other—net 0.2 0.1 0.2 0.1 ( 6.7 ) ( 1.2 ) Total provision for income taxes $ 35.2 23.1 % $ 67.6 22.1 % $ 146.2 24.2 % 67 Table of Contents The components of the net deferred tax liability included in deferred income taxes in the consolidated balance sheets as of December 31, 2024 and 2023 were as follows: (in millions) 2024 2023 Deferred tax assets: Compensation and employee benefits $ 8.3 $ 8.1 Operating lease liabilities 20.5 21.4 Federal credit carryforward 34.8 — State net operating losses and credit carryforwards 15.0 10.5 Other 12.4 14.2 Total gross deferred tax assets 91.0 54.2 Valuation allowance ( 1.0 ) ( 0.9 ) Total deferred tax assets—net of valuation allowance 90.0 53.3 Deferred tax liabilities: Property and equipment 595.9 596.3 Prepaid expenses 7.5 6.8 Intangible assets 14.8 8.1 Operating lease right-of-use assets 19.0 19.6 Other 18.4 18.2 Total gross deferred tax liabilities 655.6 649.0 Net deferred tax liability $ 565.6 $ 595.7 Unrecognized Tax Benefits Our unrecognized tax benefits as of December 31, 2024 would reduce the provision for income taxes if subsequently recognized. 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. We expect no significant increases or decreases for unrecognized tax benefits during the twelve months immediately following the December 31, 2024 reporting date. As of December 31, 2024, 2023, and 2022, a reconciliation of the beginning and ending unrecognized tax benefits, which is recorded as other noncurrent liabilities in the consolidated balance sheets, is as follows: (in millions) 2024 2023 2022 Gross unrecognized tax benefits—beginning of year $ 4.4 $ 6.0 $ 5.2 Gross increases—tax positions related to current year — — 1.0 Gross decreases—tax positions taken in prior years ( 0.4 ) ( 0.5 ) ( 0.2 ) Settlements — ( 1.1 ) — Gross unrecognized tax benefits—end of year $ 4.0 $ 4.4 $ 6.0 Tax Examinations We file a U.S. federal income tax return, as well as income tax returns in a majority of state tax jurisdictions. We also file returns in foreign jurisdictions. The years 2021, 2022, and 2023 are open for examination by the IRS, and various years are open for examination by state and foreign tax authorities. In October 2024, the statute for 2020 expired. State and foreign jurisdictional statutes of limitations generally range from three to four years. Carryforwards 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. 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. 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. Carryforwards are reviewed 68 Table of Contents for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies, and projections of future taxable income. As of December 31, 2024, we carried a total valuation allowance of $ 0.9 million, which was against state deferred tax assets. 10. COMMON EQUITY Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2024, 2023, and 2022. Year Ended December 31, (in millions, except per share data) 2024 2023 2022 Numerator: Net income available to common shareholders $ 117.0 $ 238.5 $ 457.8 Denominator: Weighted average common shares outstanding 175.5 177.3 177.9 Dilutive effect of share-based awards and options outstanding 0.6 0.8 0.9 Weighted average diluted common shares outstanding (1) 176.1 178.2 178.8 Basic earnings per common share $ 0.67 $ 1.35 $ 2.57 Diluted earnings per common share 0.66 1.34 2.56 (1) Weighted average diluted common shares outstanding may not sum due to rounding. 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. 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 As of December 31, 2024, 2023, and 2022, we had 83,029,500 shares of Class A common stock outstanding. There were no changes to the number of shares of Class A common stock outstanding for the years ended December 31, 2024, 2023, and 2022. The following table shows changes to our Class B common shares outstanding for the years ended December 31, 2024, 2023, and 2022. Year Ended December 31, 2024 2023 2022 Outstanding at beginning of period 92,931,242 94,993,144 94,626,740 Repurchases of common stock ( 1,289,769 ) ( 2,505,267 ) — Share issuances 698,133 681,642 306,071 Exercise of employee stock options 137,235 6,000 150,692 Shares withheld for employee taxes ( 255,458 ) ( 244,277 ) ( 90,359 ) Outstanding at end of period 92,221,383 92,931,242 94,993,144 In January 2023, our Board approved a share repurchase program under which the Company is authorized to repurchase up to $ 150.0 million of its Class A and/or Class B common shares. The program does not obligate the Company to repurchase a minimum number of shares and is intended to help offset the dilutive effect of equity grants to employees over time. Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions. As of December 31, 2024, the Company had repurchased $ 95.5 million of the $ 150.0 million authorized under the repurchase program. 69 Table of Contents Capital Stock and Rights Our common equity consists of 750.0 million authorized shares of Class B common stock, entitled to one vote per share, and 250.0 million authorized shares of Class A common stock, entitled to 10 votes per share. Our Class B common stock has traded on the NYSE under the symbol “SNDR” since our IPO in April 2017. Our Class A common stock is held by the Voting Trust for the benefit of members of the Schneider family. Each share of Class A common stock is convertible into one share of Class B common stock. Our Class B common stock is not convertible into any other shares of our capital stock. There is no public trading market for our Class A common stock. Our Amended and Restated Articles of Incorporation provide that holders of our Class A and Class B common stock will be treated equally and ratably on a per share basis with respect to dividends, unless disparate treatment is approved in advance by the vote of the holders of a majority of the outstanding shares of our Class A and Class B common stock, each voting as a separate group. In the event of a dissolution, liquidation, or winding up of the company, the holders of Class A and Class B common stock are entitled to share ratably in all assets and funds remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding, unless disparate treatment is approved in advance by the vote of the holders of a majority of the outstanding shares of our Class A and Class B common stock, each voting as a separate group. Additionally, a total of 50.0 million shares of preferred stock is authorized, none of which is currently outstanding. The Company has no present plans to issue any preferred stock. Dividends Declared During 2024, 2023, and 2022, the Company declared cash dividends totaling $ 0.38 , $ 0.36 , and $ 0.32 per share, respectively. Subsequent Event - Dividends Declared In January 2025, our Board declared a quarterly cash dividend for the first fiscal quarter of 2025 in the amount of $ 0.095 per share to holders of our Class A and Class B common stock. The dividend is payable to shareholders of record at the close of business on March 14, 2025 and is expected to be paid on April 9, 2025 . 11. EMPLOYEE BENEFIT PLANS We sponsor defined contribution plans for certain eligible employees. Under these plans, annual contribution levels, as defined in the plan agreements, are based upon years of service. Expense under these plans totaled $ 12.8 million, $ 13.5 million, and $ 12.1 million in 2024, 2023, and 2022, respectively, and is classified in salaries, wages, and benefits in the consolidated statements of comprehensive income. We also have a savings plan, organized pursuant to Section 401(k) of the Internal Revenue Code, to provide employees with additional income upon retirement. Under the terms of the plan, substantially all employees may contribute a percentage of their annual compensation, as defined, to the plan. We make contributions to the plan, up to a maximum amount per employee, based on a percentage of employee contributions. Our net expense under this plan was $ 14.1 million, $ 15.4 million, and $ 14.2 million in 2024, 2023, and 2022, respectively. 12. SHARE-BASED COMPENSATION We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan (“the Plan”). These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares (“performance shares”), PSUs, and non-qualified stock options. Performance shares and PSUs granted 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. We account for our restricted shares, RSUs, performance shares, PSUs, and non-qualified stock options granted as equity awards in accordance with the applicable accounting standards for these types of share-based payments. These standards require that the cost of the awards be recognized in our consolidated financial statements based on the grant date fair value of those awards. 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. Share-based compensation 70 Table of Contents 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. Year Ended December 31, (in millions) 2024 2023 2022 Restricted shares and RSUs $ 13.7 $ 9.7 $ 5.7 Performance shares and PSUs ( 1.6 ) 3.9 8.7 Non-qualified stock options 0.3 2.0 1.4 Share-based compensation expense $ 12.4 $ 15.6 $ 15.8 Related tax benefit $ 2.9 $ 3.5 $ 3.8 As of December 31, 2024, we had $ 16.4 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 1.7 years. Restricted Shares and RSUs 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. The dividend equivalents are forfeitable and are distributed to participants in cash consistent with the date the awards vest. Restricted Shares and RSUs Number of Awards Weighted Average Grant Date Fair Value Unvested on December 31, 2021 679,259 $ 22.84 Granted (1) 322,316 25.85 Vested ( 256,779 ) 23.49 Forfeited ( 49,329 ) 23.91 Unvested on December 31, 2022 695,467 23.92 Granted (1) 378,453 28.45 Vested ( 272,678 ) 23.41 Forfeited ( 53,685 ) 26.21 Unvested on December 31, 2023 747,557 26.24 Granted (1) 657,251 24.35 Vested ( 299,013 ) 25.56 Forfeited ( 7,965 ) 25.41 Unvested on December 31, 2024 1,097,830 $ 25.30 (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. Performance Shares and PSUs Performance shares and PSUs cliff-vest at the end of a performance period of three years with vesting based on attainment of threshold performance of earnings and return on capital targets. These awards are subject to continued employment through the vesting date or retirement eligibility, with payout ranging from 0 % - 200 % of the target number of shares for both PSUs and performance shares. Awards granted since 2021 include an additional rTSR component that allows for payout ranging from 0 % - 250 % of the target number of shares. Dividend equivalents equal to dividends paid on our common shares during the vesting period are tracked and accumulated for each award. The dividend equivalents are forfeitable consistent with the date the awards vest and are distributed to participants in cash at the same time as the underlying shares. 71 Table of Contents Performance Shares and PSUs Number of Awards Weighted Average Grant Date Fair Value Unvested on December 31, 2021 781,280 $ 23.39 Granted (1) 224,455 28.32 Vested ( 304,794 ) 22.04 Forfeited ( 97,942 ) 24.23 Unvested on December 31, 2022 602,999 25.77 Granted (1) 237,886 31.60 Vested ( 310,648 ) 24.43 Forfeited ( 129,682 ) 26.40 Unvested on December 31, 2023 400,555 30.07 Granted (1) 302,841 26.77 Vested — — Forfeited ( 185,954 ) 28.30 Unvested on December 31, 2024 517,442 $ 28.77 (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. We use the historical volatility of peers to derive the expected volatility of the stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant taking into consideration the expected term of the awards. No expected dividend yield is used as the award agreement assumes dividends distributed during the performance period are reinvested. Assumptions used in the Monte Carlo simulation for awards granted in 2024, 2023, and 2022 were as follows: 2024 2023 2022 Weighted-average Monte Carlo value $ 26.77 $ 31.60 $ 28.32 Monte Carlo assumptions: Expected term 2.87 years 2.87 years 2.87 years Expected volatility 35.7 % 39.3 % 45.3 % Risk-free interest rate 4.3 4.3 1.8 Non-qualified Stock Options The options granted under the Plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and vest ratably over a period of four years , with the first 25 % of the grant becoming exercisable approximately one year after the date of grant. The options expire ten years from the date of grant. 72 Table of Contents Non-qualified Stock Options Outstanding Number of Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding on December 31, 2021 948,664 $ 21.42 7.3 $ 5,208 Granted 311,501 25.58 Exercised (2) ( 150,692 ) 22.65 467 Forfeited ( 70,830 ) 22.92 Outstanding on December 31, 2022 1,038,643 22.39 7.6 1,794 Granted (3) — — Exercised (2) ( 6,000 ) 18.99 64 Forfeited ( 61,946 ) 23.71 Outstanding on December 31, 2023 970,697 22.33 5.8 3,140 Granted (3) — — Exercised (2) ( 137,235 ) 19.03 1,203 Forfeited ( 53,080 ) 24.12 Outstanding on December 31, 2024 780,382 $ 22.79 5.8 $ 5,070 Exercisable as of: December 31, 2022 402,945 $ 20.89 6.4 $ 1,098 December 31, 2023 630,171 21.48 4.9 2,531 December 31, 2024 599,535 22.24 5.5 4,224 (1) The aggregate intrinsic value was computed using the closing share price on December 31, 2024 of $ 29.28 , December 30, 2023 of $ 25.45 , and December 31, 2022 of $ 23.40 , as applicable. (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. (3) No NQSOs were granted in 2023 and 2024. Unvested Non-qualified Stock Options Number of Awards Weighted Average Grant Date Fair Value Unvested on December 31, 2021 618,953 $ 6.34 Granted 311,501 7.32 Vested ( 223,926 ) 6.75 Forfeited ( 70,830 ) 6.55 Unvested on December 31, 2022 635,698 6.65 Granted (1) — — Vested ( 233,226 ) 6.59 Forfeited ( 61,946 ) 6.64 Unvested on December 31, 2023 340,526 6.69 Granted (1) — — Vested ( 159,679 ) 6.54 Forfeited — — Unvested on December 31, 2024 180,847 $ 6.82 (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. We use volatility analysis of comparable companies to determine the expected volatility of the stock and market data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is based on the average of the contractual term and the weighted average of the vesting term, and it represents the average period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. 73 Table of Contents Assumptions used in calculating the Black-Scholes value of options granted during 2022 were as follows: 2022 Weighted-average Black-Scholes value $ 7.32 Black-Scholes assumptions: Expected term 6.25 years Expected volatility 30.0 % Expected dividend yield 1.2 Risk-free interest rate 2.1 Director Share Awards and Deferred Stock Units Equity awards are granted to each director annually on the date of our annual shareholder meeting and accounted for as equity based in accordance with applicable accounting standards for these types of share-based payments. Expense related to our director equity-based awards was $ 1.5 million in 2024, $ 1.4 million in 2023, and $ 1.4 million in 2022. We also grant equity retainer awards, or shares in lieu of cash, on a quarterly basis to our non-employee directors. 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. Expense related to our director liability-based awards was $ 1.2 million in 2024, $ 1.1 million in 2023, and $ 0.9 million in 2022. 13. COMMITMENTS AND CONTINGENCIES In the ordinary course of conducting our business, we become involved in certain legal matters and investigations including liability claims, taxes other than income taxes, contract disputes, employment, and other litigation matters. We accrue for anticipated costs to resolve matters that are probable and estimable. We believe the outcomes of these matters will not have a material impact on our business or our consolidated financial statements. We record liabilities for claims against the Company based on our best estimate of expected losses. The primary claims arising for the Company through its trucking, intermodal, and logistics operations consist of accident-related claims for personal injury, collision, and comprehensive compensation, in addition to workers’ compensation, property damage, cargo, and wage and benefit claims. We maintain excess liability insurance with licensed insurance carriers for liability in excess of amounts we self-insure, which serves to largely offset the Company’s liability associated with these claims, with the exception of wage and benefit claims for which we self-insure. We review our accruals periodically to ensure that the aggregate amounts of our accruals are appropriate at any period after consideration of available insurance coverage. Although we expect that our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results. As of December 31, 2024, our firm commitments to purchase transportation equipment totaled $ 140.7 million. 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. 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. The Company filed a petition request with the state Appellate Tax Board in January 2024 covering periods at appeals. 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. The adjustment recorded as a result of the audit, including additional interest and penalties, was not material. All assessments and related interest and penalties were recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income. 74 Table of Contents 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. On April 25, 2022, the Delaware Superior Court entered judgment in favor of the former owners of WSL, awarding $ 40.0 million in compensatory damages, plus prejudgment interest and the former owners’ attorneys’ fees. The Company settled with the former owners of WSL for a total of $ 57.0 million, which is included within other general expenses on the consolidated statements of comprehensive income for the year ended December 31, 2022. 14. SEGMENT REPORTING We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides. As of December 31, 2022, our three operating segments within the Truckload reportable segment were: VTL, Bulk, and MLS. As a result of expanding our dedicated business through recent acquisitions, in the fourth quarter of 2023, we reorganized the operating segments within Truckload into Dedicated, which includes MLS and M&M; Van Network; and Bulk. 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. 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. Company-owned containers, chassis, and dray tractors are used to provide these transportation services. The Company has two operating segments within the Logistics reportable segment - Brokerage and SCDM - which are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. In the Logistics segment, we provide additional sources of truck capacity, manage transportation-systems analysis requirements for individual customers, and provide transloading and warehousing services. We generate other revenues from our leasing and captive insurance businesses which are operated by wholly owned subsidiaries. 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. None of these operations meet the quantitative reporting thresholds, and a result, the revenue is presented as other revenues in the tables below. 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. 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. Our segment revenues, major expenses, and income from operations are provided to and regularly reviewed by the CODM, which is the Company’s CEO. The CODM uses income from operations in the annual budgeting process, forecasting, and capital allocation strategy. 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. All transactions between reportable segments are eliminated in consolidation. Substantially all of our revenues and assets were generated or located within the U.S. The following tables summarize our segment information. Inter-segment revenues 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. 75 Table of Contents Segment Revenues and Expenses Year Ended December 31, 2024 ( in millions ) Truckload Intermodal Logistics Total Revenues (excluding fuel surcharge) $ 2,170.7 $ 1,041.2 $ 1,281.3 $ 4,493.2 Fuel surcharge revenues 392.1 183.7 6.7 582.5 Segment operating revenues 2,562.8 1,224.9 1,288.0 5,075.7 Other revenues 383.9 Elimination of inter-segment revenues ( 162.8 ) Elimination of inter-segment fuel surcharge revenues ( 6.3 ) Operating revenues 5,290.5 Salaries, wages, and benefits 941.4 176.3 100.5 Purchased transportation, fuel, and fuel taxes 631.3 784.3 1,031.2 Depreciation and amortization 304.0 53.3 0.1 Operating supplies and expenses-net 264.5 65.6 45.2 Other segment expenses (1) 332.5 90.9 78.3 Segment income from operations $ 89.1 $ 54.5 $ 32.7 176.3 Corporate and other loss from operations—net ( 11.1 ) Income from operations 165.2 Total other expenses—net 13.0 Income before income taxes $ 152.2 Segment Revenues and Expenses Year Ended December 31, 2023 ( in millions ) Truckload Intermodal Logistics Total Revenues (excluding fuel surcharge) $ 2,155.7 $ 1,050.7 $ 1,393.7 $ 4,600.1 Fuel surcharge revenues 461.2 224.0 6.9 692.1 Segment operating revenues 2,616.9 1,274.7 1,400.6 5,292.2 Other revenues 333.4 Elimination of inter-segment revenues ( 118.9 ) Elimination of inter-segment fuel surcharge revenues ( 7.8 ) Operating revenues 5,498.9 Salaries, wages, and benefits 853.2 173.7 102.7 Purchased transportation, fuel, and fuel taxes 749.5 805.0 1,113.9 Depreciation and amortization 278.7 53.4 0.1 Operating supplies and expenses-net 232.9 66.0 51.6 Other segment expenses (1) 331.9 105.6 86.4 Segment income from operations $ 170.7 $ 71.0 $ 45.9 287.6 Corporate and other income from operations—net 8.8 Income from operations 296.4 Total other income—net ( 9.7 ) Income before income taxes $ 306.1 76 Table of Contents Segment Revenues and Expenses Year Ended December 31, 2022 ( in millions ) Truckload Intermodal Logistics Total Revenues (excluding fuel surcharge) $ 2,236.6 $ 1,287.4 $ 1,956.2 $ 5,480.2 Fuel surcharge revenues 549.8 302.4 16.3 868.5 Segment operating revenues 2,786.4 1,589.8 1,972.5 6,348.7 Other revenues 364.0 Elimination of inter-segment revenues ( 102.3 ) Elimination of inter-segment fuel surcharge revenues ( 6.0 ) Operating revenues 6,604.4 Salaries, wages, and benefits 771.6 174.4 114.2 Purchased transportation, fuel, and fuel taxes 884.4 1,001.5 1,526.3 Depreciation and amortization 249.3 57.2 0.1 Operating supplies and expenses-net 216.9 71.9 96.7 Other segment expenses (1) 312.0 119.7 94.0 Segment income from operations $ 352.2 $ 165.1 $ 141.2 658.5 Corporate and other loss from operations—net ( 58.1 ) Income from operations 600.4 Total other income—net ( 3.6 ) Income before income taxes $ 604.0 (1) For each reportable segment, other segment expenses include insurance and related expenses and other general expenses. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements with accountants on accounting or financial disclosure matters.