Schneider National(SNDR) - 2025 Q2 - Quarterly Report

FORM 10-Q Filing Information Filing Details Schneider National, Inc. filed this Quarterly Report on Form 10-Q for the period ended June 30, 2025, as a large accelerated filer, with 83,029,500 Class A and 92,233,497 Class B common shares outstanding as of July 24, 2025 - The report is a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2] - Schneider National, Inc. is classified as a large accelerated filer[4] Common Stock Outstanding (as of July 24, 2025) | Class of Stock | Shares Outstanding | | :--------------- | :----------------- | | Class A Common | 83,029,500 | | Class B Common | 92,233,497 | Glossary of Terms Key Definitions This section defines key industry terms and company-specific entities, including 3PL, GAAP, EBITDA, and various company names, to enhance report comprehension - The glossary defines industry-specific terms and company-specific entities to aid in understanding the report[10] Cautionary Note Regarding Forward-Looking Statements Forward-Looking Statements Disclaimer Forward-looking statements in this report are subject to risks from economic conditions, operational challenges, and regulatory changes, with no obligation for the company to update them - Forward-looking statements reflect current expectations and beliefs regarding future events and financial performance[12] - Key risks include unfavorable economic conditions (inflation, tariffs), operational challenges, competitive pressures, driver shortages, and volatility in investments[13] - The company does not undertake to publicly release any revision to its forward-looking statements[13] Where to Find More Information Information Availability The company's SEC filings, including reports and proxy statements, are accessible on www.sec.gov and the 'Investors' section of Schneider's website - SEC filings are available on www.sec.gov and www.schneider.com**[15](index=15&type=chunk) PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements This section provides unaudited consolidated financial statements, including comprehensive income, balance sheets, cash flows, and shareholders' equity, with notes on accounting policies, acquisitions, and segment reporting Consolidated Statements of Comprehensive Income (Unaudited) Consolidated Statements of Comprehensive Income (Unaudited) - Key Figures (in millions, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating revenues | $1,420.5 | $1,316.7 | $2,822.3 | $2,635.7 | | Total operating expenses| $1,365.5 | $1,265.7 | $2,725.2 | $2,556.0 | | Income from operations | $55.0 | $51.0 | $97.1 | $79.7 | | Net income | $36.0 | $35.3 | $62.1 | $53.8 | | Basic earnings per share| $0.21 | $0.20 | $0.35 | $0.31 | | Diluted earnings per share| $0.20 | $0.20 | $0.35 | $0.31 | - Operating revenues increased by 7.9% for the three months ended June 30, 2025, and by 7.1% for the six months ended June 30, 2025, compared to the respective prior periods[17] - Net income increased by 2.0% for the three months ended June 30, 2025, and by 15.4% for the six months ended June 30, 2025, compared to the respective prior periods[17] Consolidated Balance Sheets (Unaudited) Consolidated Balance Sheets (Unaudited) - Key Figures (in millions) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Total current assets | $1,165.0 | $1,115.3 | | Net property and equipment | $2,846.7 | $2,869.4 | | Goodwill | $338.7 | $377.9 | | Total Assets | $4,956.4 | $4,933.7 | | Total current liabilities | $610.1 | $704.5 | | Total Liabilities | $1,943.5 | $1,946.8 | | Total Shareholders' Equity | $3,012.9 | $2,986.9 | - Total Assets increased by $22.7 million (0.5%) from December 31, 2024, to June 30, 2025[19] - Total Shareholders' Equity increased by $26.0 million (0.9%) from December 31, 2024, to June 30, 2025[19] Consolidated Statements of Cash Flows (Unaudited) Consolidated Statements of Cash Flows (Unaudited) - Key Figures (in millions) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $267.2 | $280.2 | | Net cash used in investing activities | $(180.0) | $(178.1) | | Net cash used in financing activities | $(44.1) | $(101.3) | | Net increase in cash and cash equivalents | $43.1 | $0.8 | | Cash and cash equivalents, end of period | $160.7 | $103.2 | - Net cash provided by operating activities decreased by $13.0 million (4.6%) for the six months ended June 30, 2025, compared to the same period in 2024[20] - Net cash used in financing activities decreased significantly by $57.2 million (56.5%) for the six months ended June 30, 2025, primarily due to lower repayments on revolving credit and reduced stock repurchases[20][196] Consolidated Statements of Shareholders' Equity (Unaudited) Consolidated Statements of Shareholders' Equity (Unaudited) - Key Figures (in millions) | Metric | Balance—December 31, 2024 | Balance—June 30, 2025 | | :-------------------------- | :------------------------ | :-------------------- | | Additional Paid-In Capital | $1,605.3 | $1,610.0 | | Retained Earnings | $1,481.8 | $1,510.2 | | Accumulated Other Comprehensive Loss | $(3.8) | $(2.6) | | Treasury Stock | $(96.4) | $(104.7) | | Total Shareholders' Equity | $2,986.9 | $3,012.9 | - Total Shareholders' Equity increased by $26.0 million from December 31, 2024, to June 30, 2025, driven by net income and share-based compensation, partially offset by dividends and treasury stock repurchases[22] Note 1 General - Schneider National, Inc. is a major provider of surface transportation and logistics solutions in North America, offering truckload, intermodal, and logistics services across the U.S., Canada, and Mexico[23] - The interim financial statements are prepared in conformity with GAAP and SEC rules, and management believes they reflect all necessary adjustments for fair presentation[24][25] - New accounting pronouncements, ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation), are expected to expand disclosures but not materially affect consolidated financial statements[26][27] Note 2 Acquisitions - On December 2, 2024, Schneider acquired Cowan Systems, LLC for approximately $398.6 million, financed by cash and a delayed-draw term loan facility[28] - Cowan is a dedicated carrier with brokerage, drayage, and warehousing services, complementing Schneider's dedicated operations in the Eastern and Mid-Atlantic U.S[29] Preliminary Purchase Price Allocation for Cowan (in millions) | Asset/Liability | Adjusted December 2, 2024 Opening Balance Sheet | | :-------------------------- | :---------------------------------------------- | | Total assets acquired | $461.2 | | Total liabilities assumed | $62.6 | | Net assets acquired | $398.6 | | Goodwill | $7.0 | - The acquisition was accounted for using the acquisition method, with goodwill primarily attributable to expected synergies and growth in the dedicated business[30][32] - Pro forma operating revenues for the combined entity would have been approximately $1,480.2 million for Q2 2024 and $2,957.4 million for YTD 2024, with no material difference in earnings[38] Note 3 Revenue Recognition Disaggregated Revenues by Type of Service (in millions) | Revenue Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Transportation | $1,310.4 | $1,211.7 | $2,606.0 | $2,429.1 | | Logistics Management| $54.5 | $51.3 | $108.2 | $101.9 | | Other | $55.6 | $53.7 | $108.1 | $104.7 | | Total operating revenues | $1,420.5 | $1,316.7 | $2,822.3 | $2,635.7 | Remaining Performance Obligations (in millions) as of June 30, 2025 | Recognition Period | Transportation | Logistics Management | | :-------------------------- | :------------- | :------------------- | | Expected within one year | $84.4 | $20.3 | | Expected after one year | $133.0 | $20.8 | | Total | | $258.5 | - Cowan revenues are included in Transportation revenues starting December 2, 2024[39] Note 4 Fair Value - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[45][46] Financial Assets Measured at Fair Value (in millions) | Asset | Fair Value Hierarchy Level | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------------------- | :------------ | :---------------- | | Equity investment in TuSimple | Level 1 | $0.1 | $0.1 | | Marketable securities | Level 2 | $44.4 | $47.9 | - The fair value of unsecured senior notes was $51.4 million as of June 30, 2025, and $145.9 million as of December 31, 2024, valued using Level 2 inputs[50] Note 5 Investments Marketable Securities by Remaining Maturities and Fair Value (in millions) | Security Type | Remaining Maturities | Amortized Cost (Jun 30, 2025) | Fair Value (Jun 30, 2025) | Amortized Cost (Dec 31, 2024) | Fair Value (Dec 31, 2024) | | :---------------------------- | :------------------- | :---------------------------- | :------------------------ | :---------------------------- | :------------------------ | | U.S. treasury and government agencies | 1 to 68 months | $20.0 | $18.8 | $21.0 | $19.2 | | Corporate debt securities | 3 to 94 months | $12.2 | $12.0 | $15.3 | $14.9 | | State and municipal bonds | 3 to 160 months | $13.8 | $13.6 | $14.2 | $13.8 | | Total marketable securities | | $46.0 | $44.4 | $50.5 | $47.9 | - The company holds equity investments in Platform Science, Inc. and MLSI, accounted for using the measurement alternative under ASC 321, with combined values of $137.3 million as of June 30, 2025[56][57] - In February 2025, ChemDirect's dissolution resulted in a $4.9 million loss; in May 2025, a $13.0 million note receivable from MLSI was converted to preferred stock[56] - An equity method investment in Scope 23 LLC, a technology company focused on supply chain carbon emissions, had a carrying value of $4.3 million as of June 30, 2025[62] Note 6 Goodwill and Other Intangible Assets Changes to Accumulated Goodwill by Reportable Segment (in millions) | Segment | Balance on December 31, 2024 | Acquisition Adjustments | Balance on June 30, 2025 | | :-------- | :--------------------------- | :---------------------- | :----------------------- | | Truckload | $363.7 | $(39.2) | $324.5 | | Logistics | $14.2 | — | $14.2 | | Total | $377.9 | $(39.2) | $338.7 | - Goodwill decreased by $39.2 million due to acquisition adjustments related to Cowan, primarily within the Truckload segment[65] Identifiable, Finite-Lived Intangible Assets (in millions) | Intangible Asset | Gross Carrying Amount (Jun 30, 2025) | Accumulated Amortization (Jun 30, 2025) | Net Carrying Amount (Jun 30, 2025) | Net Carrying Amount (Dec 31, 2024) | | :-------------------- | :----------------------------------- | :-------------------------------------- | :--------------------------------- | :--------------------------------- | | Customer relationships| $62.0 | $7.0 | $55.0 | $38.7 | | Trademarks | $21.4 | $3.3 | $18.1 | $8.5 | | Non-compete agreements| $5.4 | $2.1 | $3.3 | $3.9 | | Total | $88.8 | $12.4 | $76.4 | $51.1 | - Amortization expense for intangible assets was $1.8 million for Q2 2025 (up from $1.3 million in Q2 2024) and $3.7 million for YTD 2025 (up from $2.6 million in YTD 2024)[68] Note 7 Debt and Credit Facilities Debt and Credit Facilities (in millions) | Debt Type | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Unsecured senior notes | $50.0 | $145.0 | | Receivables purchase agreement | $70.0 | $70.0 | | Delayed-draw term loan facility | $400.0 | $300.0 | | Total debt and credit facilities| $520.0 | $515.0 | | Long-term debt | $509.5 | $416.3 | - The company has a $250.0 million Revolving Credit Agreement with no outstanding borrowings and a $200.0 million Receivables Purchase Agreement with $70.0 million outstanding as of June 30, 2025[70][71] - A $400.0 million delayed-draw term loan facility, used to finance the Cowan acquisition, was outstanding as of June 30, 2025[70][72] Note 8 Leases - Cash paid for operating leases totaled $20.8 million for YTD June 30, 2025, as the company leases real estate and equipment under operating and finance leases[73][74] Net Investment in Leases (as Lessor, in millions) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------------- | :------------ | :---------------- | | Future minimum payments to be received | $172.4 | $166.2 | | Guaranteed residual lease values | $99.3 | $96.7 | | Total minimum lease payments to be received | $271.7 | $262.9 | | Unearned income | $(46.5) | $(44.5) | | Net investment in leases | $225.2 | $218.4 | Sales-Type Leases Operating Profit (in millions) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $63.2 | $60.1 | $119.2 | $118.0 | | Cost of goods sold| $(56.6) | $(54.1) | $(107.0) | $(104.9) | | Operating profit| $6.6 | $6.0 | $12.2 | $13.1 | Note 9 Income Taxes Effective Income Tax Rate | Period | Effective Income Tax Rate | | :-------------------------- | :------------------------ | | Three Months Ended June 30, 2025 | 24.1% | | Three Months Ended June 30, 2024 | 25.0% | | Six Months Ended June 30, 2025 | 24.5% | | Six Months Ended June 30, 2024 | 25.0% | - The effective income tax rate decreased slightly in both the three-month and six-month periods ended June 30, 2025, compared to the prior year[80] - New U.S. legislation (OBBBA) enacted on July 4, 2025, will require recognition of effects on deferred tax balances in Q3 2025, but is not expected to have a material impact[81] Note 10 Common Equity Basic and Diluted Earnings Per Share (in millions, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income available to common shareholders | $36.0 | $35.3 | $62.1 | $53.8 | | Weighted average common shares outstanding | 175.2 | 175.5 | 175.3 | 175.7 | | Basic earnings per common share | $0.21 | $0.20 | $0.35 | $0.31 | | Diluted earnings per common share | $0.20 | $0.20 | $0.35 | $0.31 | Changes in Class B Common Shares Outstanding | Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Outstanding at beginning of period | 92,169,401 | 92,844,330 | 92,221,383 | 92,931,242 | | Repurchases of common stock | — | (581,106) | (337,352) | (1,143,873) | | Share issuances | 64,096 | 38,349 | 528,653 | 698,133 | | Outstanding at end of period | 92,233,497 | 92,301,573 | 92,233,497 | 92,301,573 | - The Board declared a quarterly cash dividend of $0.095 per share for Q3 2025, payable on October 9, 2025[86] Note 11 Share-Based Compensation - Share-based compensation expense was $4.6 million for Q2 2025 (up from $3.9 million in Q2 2024) and $9.2 million for YTD 2025 (up from $5.1 million in YTD 2024)[88] - As of June 30, 2025, $25.3 million of pre-tax unrecognized compensation cost remains, to be recognized over a weighted average period of 1.9 years[88] Note 12 Commitments and Contingencies - The company is involved in various legal matters and investigations, accruing for probable and estimable costs, but does not expect a material impact on its business or financial statements[89] - Liabilities for claims (personal injury, workers' compensation, property damage, cargo) are recorded based on expected losses, with excess liability insurance maintained for most claims[90] - Firm commitments to purchase transportation equipment totaled $134.9 million as of June 30, 2025[91] Note 13 Segment Reporting - The company operates through three reportable segments: Truckload, Intermodal, and Logistics[93] Segment Operating Revenues (in millions) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Truckload | $719.9 | $643.1 | $1,434.4 | $1,288.1 | | Intermodal| $305.5 | $299.4 | $608.3 | $596.0 | | Logistics | $341.0 | $320.4 | $674.5 | $646.8 | Segment Income from Operations (in millions) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Truckload | $40.1 | $30.7 | $65.2 | $45.6 | | Intermodal| $16.1 | $14.6 | $29.9 | $21.6 | | Logistics | $7.9 | $11.2 | $16.0 | $16.6 | ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and results, including business overview, GAAP to non-GAAP reconciliations, enterprise and segment performance, liquidity, capital resources, and critical accounting estimates Introduction - Schneider is a transportation and logistics services company offering truckload, intermodal, and logistics solutions, aiming to maximize returns across market cycles[103] - Truckload services include over-the-road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers, utilizing company drivers and owner-operators[104] - Intermodal services provide door-to-door container on flat car service through rail and dray transportation, using company-owned assets and third-party capacity[105] - Logistics services encompass asset-light freight brokerage, supply chain management (3PL), warehousing, and import/export services[106] - The business is seasonal, with revenues typically lowest in Q1 and highest in Q4, and operating expenses higher in winter months[108] Results of Operations - The company presents non-GAAP financial measures such as revenues (excluding fuel surcharge), adjusted income from operations, and adjusted EBITDA to provide a clearer view of core operating performance[110][111] - These non-GAAP measures are used internally by management to assess performance and help investors understand the business by isolating factors from fluctuating fuel prices[111] Enterprise Summary Enterprise Key GAAP and Non-GAAP Financial Measures (in millions, except ratios) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating revenues | $1,420.5 | $1,316.7 | $2,822.3 | $2,635.7 | | Revenues (excluding fuel surcharge) | $1,282.0 | $1,167.9 | $2,540.3 | $2,331.0 | | Income from operations | $55.0 | $51.0 | $97.1 | $79.7 | | Adjusted income from operations | $56.8 | $52.3 | $101.0 | $82.3 | | Operating ratio | 96.1 % | 96.1 % | 96.6 % | 97.0 % | | Adjusted operating ratio | 95.6 % | 95.5 % | 96.0 % | 96.5 % | | Net income | $36.0 | $35.3 | $62.1 | $53.8 | | Adjusted net income | $37.4 | $36.3 | $65.1 | $55.8 | | Adjusted EBITDA | $166.3 | $152.9 | $321.1 | $283.6 | | Free cash flow | $123.0 | $112.9 | $117.6 | $98.6 | - Adjusted EBITDA increased by 8.8% for Q2 2025 and 13.2% for YTD 2025, reflecting improved core operating performance[114] - Free cash flow increased by 8.9% for Q2 2025 and 19.3% for YTD 2025, indicating stronger liquidity[114] Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 - Enterprise net income increased by $0.7 million (2%) to $36.0 million, and adjusted net income increased by $1.1 million (3%) to $37.4 million, driven by higher income from operations and a lower effective tax rate[126][127] - Operating revenues increased by $103.8 million (8%), primarily due to volume growth in Dedicated (Cowan acquisition impact) and Intermodal, and increased rates in Dedicated and Network, partially offset by lower fuel surcharge revenues[128][133] - Income from operations increased by $4.0 million (8%), with the operating ratio remaining flat at 96.1% (GAAP) and 95.6% (adjusted)[129][130] - Key expense increases included salaries, wages, and benefits ($47.0 million, 13%), depreciation and amortization ($9.8 million, 10%), operating supplies and expenses ($23.3 million, 15%), insurance ($9.3 million, 28%), and other general expenses ($8.3 million, 31%), largely due to the Cowan acquisition and increased headcount[134] - Truckload revenues (excluding fuel surcharge) increased by $81.9 million (15%), driven by a 23% increase in Dedicated volume (Cowan acquisition) and improved rates[143] - Intermodal revenues (excluding fuel surcharge) increased by $12.0 million (5%) due to 5% volume growth, leading to a 10% increase in income from operations[149] - Logistics revenues (excluding fuel surcharge) increased by $20.8 million (7%) due to the Cowan acquisition, but income from operations decreased by $3.3 million (29%) due to lower brokerage volume[152] Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 - Enterprise net income increased by $8.3 million (15%) to $62.1 million, and adjusted net income increased by $9.3 million (17%) to $65.1 million, primarily due to a $17.4 million increase in income from operations[154][155] - Operating revenues increased by $186.6 million (7%), driven by Truckload (Dedicated volume, rates), Logistics (Cowan acquisition, revenue per order), and Intermodal (volume, revenue per order), partially offset by lower fuel surcharge revenues[157][161] - Income from operations increased by $17.4 million (22%), and the operating ratio decreased on both a GAAP and adjusted basis[158][159] - Key expense changes included a $24.5 million (2%) decrease in purchased transportation, offset by increases in salaries, wages, and benefits ($91.9 million, 13%), depreciation and amortization ($20.6 million, 10%), operating supplies and expenses ($44.8 million, 14%), and insurance ($19.4 million, 30%**), largely due to the Cowan acquisition[162] - Truckload revenues (excluding fuel surcharge) increased by $157.5 million (15%), with Dedicated volume up 24% (Cowan acquisition) and improved rates[171] - Intermodal revenues (excluding fuel surcharge) increased by $25.2 million (5%) due to 5% volume growth and higher revenue per order, resulting in a $8.3 million (38%) increase in income from operations[177] - Logistics revenues (excluding fuel surcharge) increased by $27.9 million (4%) due to the Cowan acquisition, but income from operations decreased by $0.6 million (4%) due to increased salaries and wages[180][181] LIQUIDITY AND CAPITAL RESOURCES - Primary uses of cash include working capital, capital expenditures, lease equipment, dividends, share repurchases, and debt service, with main liquidity sources from operations and credit facilities[184][186] - Cash and cash equivalents increased by $43.1 million from December 31, 2024, to June 30, 2025, reaching $160.7 million[187] - Net cash provided by operating activities decreased by $13.0 million for YTD 2025, primarily due to increased cash used by receivables and claims settlements[191] - Net capital expenditures decreased by $32.0 million for YTD 2025, driven by a $36.9 million decrease in transportation equipment purchases[194][195] - Net cash used in financing activities decreased by $57.2 million for YTD 2025, mainly due to reduced repayments on revolving credit, fewer common stock repurchases, and increased debt proceeds[196] - The company was in compliance with all financial covenants under its credit agreements as of June 30, 2025[188] CRITICAL ACCOUNTING ESTIMATES - No significant changes to critical accounting estimates or policies have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024[202] ITEM 3. Quantitative and Qualitative Disclosures about Market Risk No significant changes to the company's market risks have occurred since the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No significant changes in market risks have occurred since the previous Annual Report on Form 10-K[203] ITEM 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were effective as of June 30, 2025[204] - No material changes in internal control over financial reporting occurred during the fiscal quarter[205] PART II. OTHER INFORMATION ITEM 1. Legal Proceedings Information on legal proceedings, including various lawsuits in the ordinary course of business, is incorporated by reference from Note 12, Commitments and Contingencies - Information on legal proceedings is incorporated by reference from Note 12, Commitments and Contingencies[207] ITEM 1A. Risk Factors No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, have occurred - No material changes to risk factors have occurred since the Annual Report on Form 10-K for 2024[208] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds No equity securities were repurchased during the three months ended June 30, 2025, and credit facility covenants limit dividend payments if a default exists or would be caused - No equity securities were repurchased during the three months ended June 30, 2025[209] - Covenants in the 2022 Credit Facility and delayed-draw term loan facility limit dividend payments if a default exists or would be caused by the dividend[210] ITEM 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities for the period - There were no defaults upon senior securities[211] ITEM 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[212] ITEM 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during Q2 2025[213] ITEM 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications (31.1, 31.2, 32.1, 32.2) and XBRL-related documents - The report includes various certifications (Sarbanes-Oxley Act Sections 302 and 906) and XBRL taxonomy documents[214] Signature The report was signed by Darrell G. Campbell, Executive Vice President and Chief Financial Officer of Schneider National, Inc., on July 31, 2025 - The report was signed by Darrell G. Campbell, Executive Vice President and Chief Financial Officer, on July 31, 2025[218]