Schneider National, Inc.

Previous wording

We are a transportation and logistics services company providing a multimodal portfolio of truckload, intermodal, and logistics solutions. Our diversified portfolio of complementary service offerings enables us to serve our customers’ varied transportation needs and to allocate capital in a manner that seeks to maximize returns across all market cycles and economic conditions. We continually monitor our performance and market conditions to ensure appropriate allocation of capital and resources to grow our businesses, while optimizing returns across reportable segments. Our strong balance sheet, scalable platform, and experienced operations team are supportive of our acquisition strategy, which includes acquiring high-quality businesses that meet our disciplined selection criteria to enhance our service offerings and broaden our customer base.

Current wording

We are a transportation and logistics services company providing a comprehensive, multimodal portfolio of truckload, intermodal, and logistics solutions. Our diversified portfolio of complementary service offerings enables us to serve our customers’ varied transportation needs while allocating capital in a manner designed to maximize returns across market cycles and economic conditions. We continuously monitor our performance and prevailing market conditions to ensure appropriate deployment of capital and resources to support business growth and optimize returns across our reportable segments. Our strong balance sheet, scalable platform, and experienced management and operations teams support our acquisition strategy, which focuses on acquiring high-quality businesses that meet our disciplined selection criteria, enhance our service offerings, and broaden our customer base.

Previous wording

Our truckload services consist of over-the-road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers across either network or dedicated configurations. Freight is transported and delivered by our company-employed drivers in company trucks and by owner-operators with company-owned trailers and executed through long-haul or regional services, including customized solutions for high-value and time-sensitive loads throughout North America.

Current wording

Our truckload services include over-the-road freight transportation utilizing dry van, bulk, temperature-controlled, and flat-bed trailers under network or dedicated configurations. Freight is transported and delivered by our company-employed drivers operating company-owned equipment, as well as by owner-operators utilizing company-owned trailers. These services are provided through long-haul or regional operations and include customized solutions for high-value and time-sensitive freight throughout North America.

Previous wording

Our intermodal services consist of door-to-door container on flat car service through a combination of rail and dray transportation, in association with our rail providers. Our intermodal business uses company-owned containers, chassis, and trucks with primarily company dray drivers, augmented by third-party dray capacity.

Current wording

Our intermodal services consist of door-to-door container on flat car transportation utilizing a combination of rail and drayage services in coordination with our rail provider partners. Our intermodal operations primarily use company-owned containers, chassis, and trucks, with most drayage services performed by company drivers, supplemented by third-party drayage capacity.

Previous wording

Our logistics services consist of asset-light freight brokerage (including both traditional brokerage and Power Only services which leverage our nationwide company-owned trailer pools to match third-party capacity with customer demand), supply chain (including 3PL), warehousing, and import/export services. Our logistics business provides value-added services using both our assets and third-party capacity, augmented by our trailing assets, to manage and move our customers’ freight.

Current wording

Our logistics services are asset-light and include freight brokerage (both traditional brokerage and Power Only services, which leverage our nationwide company-owned trailer pools to match third-party capacity with customer demand), supply chain solutions (including 3PL), warehousing, and import/export services. These offerings provide value-added transportation and supply-chain solutions utilizing a combination of company-owned assets and third-party capacity, supported by our trailing assets, to manage and move customer freight efficiently.

Previous wording

Our success depends on our ability to balance our transportation network and efficiently and effectively manage our resources in the delivery of truckload, intermodal, and logistics services to our customers. Resource requirements vary with customer demand, which may be subject to seasonal or general economic conditions. We believe that our ability to properly select freight and adapt to changes in customer transportation needs allows us to efficiently deploy resources and make capital investments in trucks, trailers, containers, and chassis or obtain qualified third-party capacity at reasonable prices.

Current wording

Our success depends on our ability to effectively balance our transportation network and efficiently manage resources across our truckload, intermodal, and logistics operations. Resource requirements vary based on customer demand, which may be impacted by seasonal patterns and general economic conditions. We believe our disciplined freight selection and ability to adapt to changes in customer transportation needs allow us to efficiently deploy resources and make capital investments in trucks, trailers, containers, and chassis, or to secure qualified third-party capacity at competitive rates.

Previous wording

Consistent with the transportation industry, our business can be seasonal across each of our segments, which generally translates to our reported revenues being the lowest in the first quarter and highest in the fourth quarter. Operating expenses tend to be higher in the winter months, primarily due to colder weather, which causes higher maintenance expense and higher fuel consumption from increased idle time.

Current wording

Consistent with industry trends, our business exhibits seasonality across each of our reportable segments. Revenues are typically lowest in the first quarter and highest in the fourth quarter. Operating expenses tend to be higher in the winter months due primarily to colder weather, which increases maintenance costs and fuel consumption associated with increased idle time.

Previous wording

(1)We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level. Included below is a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge).

Current wording

(1)We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level. Below is a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge).

Previous wording

(2)We define “adjusted income from operations” as income from operations, adjusted to exclude certain items that do not reflect our core operating performance. Included below is a reconciliation of income from operations, which is the most directly comparable GAAP measure, to adjusted income from operations. Excluded items for the periods shown are explained in the table and notes below.

Current wording

(2)We define “adjusted income from operations” as income from operations adjusted to exclude certain items that do not reflect our core operating performance. Below is a reconciliation of income from operations, the most directly comparable GAAP measure, to adjusted income from operations. The items excluded for the periods presented are described in the table and notes below.

Previous wording

(3)We define “adjusted total operating expenses, net of fuel surcharge revenues” as total operating expenses, adjusted to exclude fuel surcharge revenues and certain expenses that do not reflect our core operating performance. Excluded expenses for the periods shown are explained below under our explanation of “adjusted income from operations.”

Current wording

(3)We define “adjusted total operating expenses, net of fuel surcharge revenues” as total operating expenses adjusted to exclude fuel surcharge revenues and certain expenses that do not reflect our core operating performance. The excluded expenses for the periods presented are described below under our explanation of “adjusted income from operations.”

Previous wording

(4)We define “adjusted operating ratio” as adjusted total operating expenses, net of fuel surcharge revenues, divided by revenues (excluding fuel surcharge). Included below is a reconciliation of operating ratio, which is the most directly comparable GAAP measure, to adjusted operating ratio. Excluded items for the periods shown are explained below under our explanation of “adjusted income from operations.”

Current wording

(4)We define “adjusted operating ratio” as adjusted total operating expenses, net of fuel surcharge revenues, divided by revenues (excluding fuel surcharge). A reconciliation of operating ratio, the most directly comparable GAAP measure, to adjusted operating ratio is provided below. The items excluded for the periods presented are described below under our explanation of “adjusted income from operations.”

Previous wording

(5)We define “adjusted net income” as net income, adjusted to exclude certain items that do not reflect our core operating performance. Included below is a reconciliation of net income, which is the most directly comparable GAAP measure, to adjusted net income. Excluded items for the periods shown are explained below under our explanation of “adjusted income from operations.”

Current wording

(5)We define “adjusted net income” as net income adjusted to exclude certain items that do not reflect our core operating performance. A reconciliation of net income, the most directly comparable GAAP measure, to adjusted net income is provided below. The items excluded for the periods presented are described below under our explanation of “adjusted income from operations.”

Previous wording

(6)We define “adjusted EBITDA” as net income, adjusted to exclude net interest expense, our provision for income taxes, depreciation and amortization, and certain items that do not reflect our core operating performance. Included below is a reconciliation of net income, which is the most directly comparable GAAP measure, to adjusted EBITDA.

Current wording

(6)We define “adjusted EBITDA” as net income adjusted to exclude net interest expense, provision for income taxes, depreciation and amortization, and certain items that do not reflect our core operating performance. A reconciliation of net income, the most directly comparable GAAP measure, to adjusted EBITDA is provided below.

Previous wording

(7)We define “free cash flow” as net cash provided by operating activities less net cash used for capital expenditures. Included below is a reconciliation of net cash provided by operating activities, which is the most directly comparable GAAP measure, to free cash flow.

Current wording

(7)We define “free cash flow” as net cash provided by operating activities less net cash used for capital expenditures. A reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to free cash flow is provided below.

Previous wording

Enterprise net income decreased $11.2 million, approximately 37%, in the third quarter of 2025 compared to the same quarter in 2024, due to a $7.8 million decrease in income from operations and a $5.1 million increase in other expenses driven by increased interest expense, partially offset by a decrease in our provision for income taxes of $1.7 million.

Current wording

Enterprise net income decreased $5.7 million, approximately 22%, in the first quarter of 2026 compared to the same period in 2025, primarily due to an $8.7 million decrease in income from operations. This decrease was partially offset by a $1.9 million reduction in the provision for income taxes and a $1.1 million decrease in other expenses, driven by lower interest expense.

Previous wording

Enterprise revenues (excluding fuel surcharge) increased $122.1 million, for the same reasons discussed above, excluding fuel surcharge.

Current wording

Enterprise revenues (excluding fuel surcharge) decreased $15.2 million, for the same reasons discussed above, excluding fuel surcharge revenue.

Previous wording

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the third quarter of 2024, for the same reasons listed above.

Current wording

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the first quarter of 2025, for the same reasons listed above.

Previous wording

•Fuel and fuel taxes for company trucks increased $17.2 million, or 18%, driven by the Cowan acquisition and an increase in cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.

Current wording

•Fuel and fuel taxes for company trucks increased $12.8 million, or 12%, driven by a higher cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.

Previous wording

Our provision for income taxes decreased $1.7 million, or 20%, in the third quarter of 2025 compared to the same quarter in 2024 primarily due to lower taxable income, partially offset by a higher effective tax rate. The effective income tax rate was 26.5% and 22.1% for the three months ended September 30, 2025 and 2024, respectively. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.

Current wording

Our provision for income taxes decreased $1.9 million, or 22%, in the first quarter of 2026 compared to the same period in 2025, primarily due to lower taxable income. The effective income tax rate was 25.0% for both the three months ended March 31, 2026 and 2025. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.

Previous wording

The following table presents our Truckload segment KPIs for the periods indicated, consistent with how revenues and expenses are reported internally for segment purposes. The two operations that make up our Truckload segment are as follows:

Current wording

The following table presents our Truckload segment KPIs for the periods indicated and is consistent with how revenues and expenses are reported internally for segment purposes. Our Truckload segment is comprised of two operating units:

Previous wording

•Dedicated- Transportation services with equipment devoted to customers under long-term contracts.

Current wording

•Dedicated- Transportation services utilizing equipment dedicated to customers under long-term contracts.

Previous wording

•Network - Transportation services of one-way shipments.

Current wording

•Network - Transportation services primarily consisting of one-way shipments.

Previous wording

(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level and, therefore does not sum with amounts presented above.

Current wording

(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level and, therefore, amounts presented above do not sum to total.

Previous wording

(3)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.

Current wording

(2)Calculated using rail revenues excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes.

Previous wording

•a $16.7 million increase in Intermodal revenues (excluding fuel surcharge) due to an increase in volume, partially offset by a decrease in revenue per order; and

Current wording

Intermodal revenues (excluding fuel surcharge) decreased $6.9 million, approximately 3%, in the first quarter of 2026 compared to the same period in 2025 primarily due to a 4% decline in revenue per order, partially offset by an increase in volume.

Previous wording

The following table presents the KPI for our Logistics segment for the periods indicated. Cowan’s logistics operations are included in Logistics beginning in the fourth quarter of 2024.

Current wording

The following table presents the KPI for our Logistics segment for the periods indicated.

Previous wording

Logistics revenues (excluding fuel surcharge) increased $18.4 million, approximately 6%, in the third quarter of 2025 compared to the same quarter in 2024 due to the acquisition of Cowan, partially offset by decreased volume within our brokerage business.

Current wording

Logistics revenues (excluding fuel surcharge) decreased $19.7 million, approximately 6%, in the first quarter of 2026 compared to the same period in 2025, primarily due to lower volume within our brokerage business, partially offset by higher revenue per order.

Previous wording

Logistics income from operations decreased $1.2 million, approximately 16%, in the third quarter of 2025 compared to the same quarter in 2024 primarily driven by increased salaries and wages related to expanded headcount from the Cowan acquisition and lower volume within brokerage. This was partially offset by volume from the Cowan acquisition noted above.

Current wording

Logistics income from operations decreased $1.6 million, approximately 20%, in the first quarter of 2026 compared to the same period in 2025, driven by lower volume within brokerage. This decrease was partially offset by increased net revenue per order and lower salaries and wages, primarily reflecting headcount actions.

Previous wording

Historically, our primary source of liquidity has been cash flow from operations. In addition, we have a $250.0 million revolving credit facility maturing in November 2027 and a $200.0 million receivables purchase agreement maturing in May 2027, for which our combined available capacity as of September 30, 2025 was $276.9 million. Our revolving credit facility also allows us to request an additional increase in total commitment by up to $150.0 million. We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity. Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control.

Current wording

Historically, our primary source of liquidity has been cash flow from operations. In addition, we have a $250.0 million revolving credit facility maturing in November 2027 and a $200.0 million receivables purchase agreement maturing in May 2027, for which our combined available capacity as of March 31, 2026 was $331.7 million. Our revolving credit facility also allows us to request an additional increase in total commitment by up to $150.0 million. We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity. Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control.

Previous wording

Net cash provided by operating activities decreased $35.2 million in the first nine months of 2025 compared to the same period in 2024. An increase in cash used by working capital was partially offset by an increase in net income adjusted for various noncash items. Working capital changes included an increase in receivables which corresponds to the increase in operating revenues, a decrease in cash provided by other liabilities related to the timing of tax and wage accruals, and an increase in claims reserve accruals related to specific claims. These amounts were partially offset by decreases in cash used for payables and other assets.

Current wording

Net cash provided by operating activities increased $1.2 million in the first three months of 2026 compared to the same period in 2025. The increase was driven by lower cash used by working capital and higher net income adjusted for noncash items. Working capital changes primarily reflected movements in trade and tax receivables and prepaid and other assets, partially offset by changes in other liabilities related to the timing of wage accruals, higher payables balances, and changes in reserve balances.

Previous wording

Net capital expenditures decreased $16.9 million in the first nine months of 2025 compared to the same period in 2024. The decrease was driven by a $16.6 million decrease in purchases of transportation equipment.

Current wording

Net capital expenditures decreased $52.3 million in the first three months of 2026 compared to the same period in 2025, primarily due to a $73.5 million decrease in purchases of transportation equipment, partially offset by the purchase of land.

Previous wording

See the disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2024 for our contractual obligations as of December 31, 2024. There were no material changes to our contractual obligations during the nine months ended September 30, 2025.

Current wording

See the disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for our contractual obligations as of December 31, 2025. There were no material changes to our contractual obligations during the three months ended March 31, 2026.