Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 21, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38054 | |
Entity Registrant Name | Schneider National, Inc. | |
Entity Incorporation, State or Country Code | WI | |
Entity Tax Identification Number | 39-1258315 | |
Entity Address, Address Line One | 3101 South Packerland Drive | |
Entity Address, City or Town | Green Bay | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 54313 | |
City Area Code | 920 | |
Local Phone Number | 592-2000 | |
Title of 12(b) Security | Class B common stock, no par value | |
Trading Symbol | SNDR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001692063 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 83,029,500 | |
Class B Common Stock | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 94,982,780 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Operating revenues | $ 1,675.3 | $ 1,444.5 | $ 5,042.7 | $ 4,033.9 |
Operating expenses: | ||||
Purchased transportation | 735 | 692.3 | 2,254 | 1,900.4 |
Salaries, wages, and benefits | 356 | 290.2 | 1,034.4 | 832.9 |
Fuel and fuel taxes | 133.4 | 70.3 | 390.9 | 204.1 |
Depreciation and amortization | 88.2 | 74.2 | 258.3 | 220.5 |
Operating supplies and expenses—net | 149.7 | 108.7 | 392 | 362 |
Insurance and related expenses | 26.5 | 19.3 | 78 | 60.7 |
Other general expenses | 41.1 | 35.8 | 178 | 97.6 |
Total operating expenses | 1,529.9 | 1,290.8 | 4,585.6 | 3,678.2 |
Income from operations | 145.4 | 153.7 | 457.1 | 355.7 |
Other expenses (income): | ||||
Interest income | (0.8) | (0.6) | (1.5) | (1.8) |
Interest expense | 2.1 | 3.3 | 7.1 | 9.7 |
Other expenses (income)—net | (23.6) | 4 | (12.3) | (14.8) |
Total other expenses (income)—net | (22.3) | 6.7 | (6.7) | (6.9) |
Income before income taxes | 167.7 | 147 | 463.8 | 362.6 |
Provision for income taxes | 41.9 | 37 | 116.1 | 91.3 |
Net income | 125.8 | 110 | 347.7 | 271.3 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment—net | (0.1) | (0.1) | 0 | 0.1 |
Net unrealized loss on marketable securities—net of tax | (1.3) | (0.2) | (3.9) | (0.6) |
Total other comprehensive loss—net | (1.4) | (0.3) | (3.9) | (0.5) |
Comprehensive income | $ 124.4 | $ 109.7 | $ 343.8 | $ 270.8 |
Weighted average common shares outstanding | 178 | 177.7 | 177.9 | 177.5 |
Basic earnings per share | $ 0.71 | $ 0.62 | $ 1.95 | $ 1.53 |
Weighted average diluted shares outstanding | 178.7 | 177.9 | 178.6 | 177.8 |
Diluted earnings per share | $ 0.70 | $ 0.62 | $ 1.95 | $ 1.53 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 349.7 | $ 244.8 |
Marketable securities | 44.6 | 49.3 |
Trade accounts receivable—net of allowance of $10.9 million and $5.2 million, respectively | 729.7 | 705.4 |
Other receivables | 31.3 | 35.9 |
Current portion of lease receivables—net of allowance of $1.4 million and $1.1 million, respectively | 112.7 | 110.6 |
Inventories | 43.1 | 27.4 |
Prepaid expenses and other current assets | 97.2 | 75.1 |
Total current assets | 1,408.3 | 1,248.5 |
Property and equipment: | ||
Transportation equipment | 3,346.3 | 3,056.2 |
Land, buildings, and improvements | 217.3 | 215.7 |
Other property and equipment | 176.1 | 175.1 |
Total property and equipment | 3,739.7 | 3,447 |
Less accumulated depreciation | 1,538.6 | 1,396 |
Net property and equipment | 2,201.1 | 2,051 |
Lease receivables | 168.8 | 160.1 |
Internal use software and other noncurrent assets | 299.4 | 237.2 |
Goodwill | 228.3 | 240.5 |
Total noncurrent assets | 2,897.6 | 2,688.8 |
Total Assets | 4,305.9 | 3,937.3 |
Current Liabilities: | ||
Trade accounts payable | 374.9 | 331.7 |
Accrued salaries, wages, and benefits | 96.5 | 104.5 |
Claims accruals—current | 75 | 83.9 |
Current maturities of debt and finance lease obligations | 72.6 | 61.4 |
Other current liabilities | 115.2 | 108.7 |
Total current liabilities | 734.2 | 690.2 |
Noncurrent Liabilities: | ||
Long-term debt and finance lease obligations | 140.1 | 208.9 |
Claims accruals—noncurrent | 94.4 | 88.5 |
Deferred income taxes | 528.9 | 451 |
Other noncurrent liabilities | 70.4 | 74.9 |
Total noncurrent liabilities | 833.8 | 823.3 |
Total Liabilities | 1,568 | 1,513.5 |
Shareholders’ Equity: | ||
Additional paid-in capital | 1,579.8 | 1,566 |
Retained earnings | 1,162 | 857.8 |
Accumulated other comprehensive loss | (3.9) | 0 |
Total Shareholders' Equity | 2,737.9 | 2,423.8 |
Total Liabilities and Shareholders’ Equity | 4,305.9 | 3,937.3 |
Supplemental Income Statement Elements | ||
Trade accounts receivable allowance | 10.9 | 5.2 |
Lease receivables allowance | 1.4 | 1.1 |
Preferred Stock | ||
Shareholders’ Equity: | ||
Preferred stock | $ 0 | $ 0 |
Preferred stock, par value (usd per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Class A Common Shares | ||
Shareholders’ Equity: | ||
Common stock | $ 0 | $ 0 |
Common stock, par value (usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (shares) | 83,029,500 | 83,029,500 |
Common stock, shares outstanding (shares) | 83,029,500 | 83,029,500 |
Class B Common Stock | ||
Shareholders’ Equity: | ||
Common stock | $ 0 | $ 0 |
Common stock, par value (usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (shares) | 95,643,248 | 95,701,868 |
Common stock, shares outstanding (shares) | 94,980,485 | 94,626,740 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net cash provided by operating activities | ||
Net income | $ 347.7 | $ 271.3 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 258.3 | 220.5 |
Gains on sales of property and equipment—net | (75.2) | (48) |
Proceeds from lease receipts | 62.3 | 54.7 |
Deferred income taxes | 72.4 | 21.6 |
Long-term incentive and share-based compensation expense | 12.6 | 11.3 |
Gains on investment in equity securities—net | (15.8) | (17.1) |
Other noncash items—net | (15.2) | 0.6 |
Changes in operating assets and liabilities: | ||
Receivables | (26.5) | (112.3) |
Other assets | (53.8) | (53.3) |
Payables | 5 | 68 |
Claims reserves and other receivables—net | 6.3 | 1.1 |
Other liabilities | 0.2 | (22.4) |
Net cash provided by operating activities | 578.3 | 396 |
Investing Activities: | ||
Purchases of transportation equipment | (321.1) | (296.9) |
Purchases of other property and equipment | (38.4) | (33.4) |
Proceeds from sale of property and equipment | 101.1 | 145.2 |
Proceeds from sale of off-lease inventory | 19.9 | 13.2 |
Purchases of lease equipment | (80.4) | (72.8) |
Proceeds from marketable securities | 4.2 | 11.7 |
Purchases of marketable securities | (4.6) | (11.6) |
Investments in equity securities | (24.1) | (5) |
Acquisition of businesses, net of cash acquired | (28.1) | 0 |
Net cash used in investing activities | (371.5) | (249.6) |
Financing Activities: | ||
Payments of debt and finance lease obligations | (61.3) | (0.5) |
Dividends paid | (41.4) | (37.2) |
Other financing activities | 0.8 | 0 |
Net cash used in financing activities | (101.9) | (37.7) |
Net increase in cash and cash equivalents | 104.9 | 108.7 |
Cash and Cash Equivalents: | ||
Cash and cash equivalents, beginning balance | 244.8 | 395.5 |
Cash and cash equivalents, ending balance | 349.7 | 504.2 |
Noncash investing and financing activity: | ||
Transportation and lease equipment purchases in accounts payable | 50.4 | 43.7 |
Dividends declared but not yet paid | 16.1 | 14 |
Sale of assets in exchange for notes receivable | 2.3 | 0 |
Cash paid during the period for: | ||
Interest | 8.3 | 10 |
Income taxes—net of refunds | $ 38 | $ 77.7 |
Consolidated Statements Shareho
Consolidated Statements Shareholders' Equity - USD ($) $ in Millions | Total | Class A Common Shares | Class B Common Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2020 | $ 2,055.5 | $ 0 | $ 1,552.2 | $ 502.5 | $ 0.8 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 54.8 | 0 | 0 | 54.8 | 0 | ||
Other comprehensive (loss) income | (0.7) | 0 | 0 | 0 | (0.7) | ||
Share-based compensation expense | 4.5 | 0 | 4.5 | 0 | 0 | ||
Dividends declared per share | $ 0.07 | $ 0.07 | |||||
Dividends declared | (12.6) | 0 | 0 | (12.6) | 0 | ||
Share issuances | 0.1 | 0 | 0.1 | 0 | 0 | ||
Exercise of employee stock options | 0.7 | 0 | 0.7 | 0 | 0 | ||
Shares withheld for employee taxes | (2.4) | 0 | (2.4) | 0 | 0 | ||
Balance at Mar. 31, 2021 | 2,099.9 | 0 | 1,555.1 | 544.7 | 0.1 | ||
Balance at Dec. 31, 2020 | 2,055.5 | 0 | 1,552.2 | 502.5 | 0.8 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 271.3 | ||||||
Balance at Sep. 30, 2021 | 2,299.1 | 0 | 1,562.6 | 736.2 | 0.3 | ||
Balance at Mar. 31, 2021 | 2,099.9 | 0 | 1,555.1 | 544.7 | 0.1 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 106.5 | 0 | 0 | 106.5 | 0 | ||
Other comprehensive (loss) income | 0.5 | 0 | 0 | 0 | 0.5 | ||
Share-based compensation expense | 3.3 | 0 | 3.3 | 0 | 0 | ||
Dividends declared per share | 0.07 | 0.07 | |||||
Dividends declared | (12.5) | 0 | 0 | (12.5) | 0 | ||
Share issuances | 0.7 | 0 | 0.7 | 0 | 0 | ||
Balance at Jun. 30, 2021 | 2,198.4 | 0 | 1,559.1 | 638.7 | 0.6 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 110 | 0 | 0 | 110 | 0 | ||
Other comprehensive (loss) income | (0.3) | 0 | 0 | 0 | (0.3) | ||
Share-based compensation expense | 3.4 | 0 | 3.4 | 0 | 0 | ||
Dividends declared per share | 0.07 | 0.07 | |||||
Dividends declared | (12.5) | 0 | 0 | (12.5) | 0 | ||
Share issuances | 0.1 | 0 | 0.1 | 0 | 0 | ||
Balance at Sep. 30, 2021 | 2,299.1 | 0 | 1,562.6 | 736.2 | 0.3 | ||
Balance at Dec. 31, 2021 | 2,423.8 | 0 | 1,566 | 857.8 | 0 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 92.1 | 0 | 0 | 92.1 | 0 | ||
Other comprehensive (loss) income | (1.5) | 0 | 0 | 0 | (1.5) | ||
Share-based compensation expense | 5.4 | 0 | 5.4 | 0 | 0 | ||
Dividends declared per share | 0.08 | 0.08 | |||||
Dividends declared | (14.9) | 0 | 0 | (14.9) | 0 | ||
Share issuances | 0.1 | 0 | 0.1 | 0 | 0 | ||
Exercise of employee stock options | 2.3 | 0 | 2.3 | 0 | 0 | ||
Shares withheld for employee taxes | (2.4) | 0 | (2.4) | 0 | 0 | ||
Balance at Mar. 31, 2022 | 2,504.9 | 0 | 1,571.4 | 935 | (1.5) | ||
Balance at Dec. 31, 2021 | 2,423.8 | 0 | 1,566 | 857.8 | 0 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 347.7 | ||||||
Balance at Sep. 30, 2022 | 2,737.9 | 0 | 1,579.8 | 1,162 | (3.9) | ||
Balance at Mar. 31, 2022 | 2,504.9 | 0 | 1,571.4 | 935 | (1.5) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 129.8 | 0 | 0 | 129.8 | 0 | ||
Other comprehensive (loss) income | (1) | 0 | 0 | 0 | (1) | ||
Share-based compensation expense | 3.4 | 0 | 3.4 | 0 | 0 | ||
Dividends declared per share | 0.08 | 0.08 | |||||
Dividends declared | (14.2) | 0 | 0 | (14.2) | 0 | ||
Exercise of employee stock options | 0.9 | 0 | 0.9 | 0 | 0 | ||
Balance at Jun. 30, 2022 | 2,623.8 | 0 | 1,575.7 | 1,050.6 | (2.5) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 125.8 | 0 | 0 | 125.8 | 0 | ||
Other comprehensive (loss) income | (1.4) | 0 | 0 | 0 | (1.4) | ||
Share-based compensation expense | 4.1 | 0 | 4.1 | 0 | 0 | ||
Dividends declared per share | $ 0.08 | $ 0.08 | |||||
Dividends declared | (14.4) | 0 | 0 | (14.4) | 0 | ||
Balance at Sep. 30, 2022 | $ 2,737.9 | $ 0 | $ 1,579.8 | $ 1,162 | $ (3.9) |
General
General | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | GENERAL Nature of Operations Schneider National, Inc. and its subsidiaries (together “Schneider,” the “Company,” “we,” “us,” or “our”) are among the largest providers of surface transportation and logistics solutions in North America. We offer a multimodal portfolio of services and possess an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the movement of customer products timely, safely, and effectively. The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental United States, Canada, and Mexico, thus adding value to their supply chains. Principles of Consolidation and Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation. In the opinion of management, these statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented. Property and Equipment Gains and losses on property and equipment are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net on the consolidated statements of comprehensive income. For the three months ended September 30, 2022 and 2021, we recognized $11.4 million and $32.0 million of net gains on the sale of property and equipment, respectively, and for the nine months ended September 30, 2022 and 2021, we recognized $75.2 million and $48.0 million of net gains on the sale of property and equipment, respectively. Net gains during the nine months ended September 30, 2022 were primarily related to the sale of the Company’s Canadian facility. Accounting Standards Recently Adopted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS 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. During the third quarter, the Company successfully transitioned equipment and employees from deBoer to Schneider, deBoer operations ceased, and drivers and equipment were deployed primarily within our Truckload segment. The aggregate purchase price of the acquisition was approximately $34.6 million inclusive of certain cash and net working capital adjustments, and the assets acquired consisted primarily of rolling stock. The acquisition was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date. The fair values of consideration transferred and net assets acquired were determined using Level 3 inputs, and the excess of the purchase price over the estimated fair value of the net assets resulted in $7.7 million of goodwill being recorded within the Truckload reportable segment at the time of acquisition. During the third quarter of 2022, $0.9 million of purchase price adjustments were made relating to deferred taxes and certain working capital amounts resulting in an adjusted goodwill balance of $6.8 million as of September 30, 2022. 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. Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively, and were included in other general expenses in the Company’s consolidated statements of comprehensive income. 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. Midwest Logistics Systems, Ltd. We entered into a Securities Purchase Agreement, dated December 31, 2021, to acquire 100% of the outstanding equity of MLS, a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business. MLS is a premier dedicated carrier in the central U.S. that we believe complements our growing dedicated operations. The aggregate purchase price of the acquisition was approximately $268.8 million inclusive of $5.7 million in net working capital and other post-acquisition adjustments received in the second quarter of 2022 and a deferred payment of $3.2 million made in January 2022. Proceeds from the total purchase consideration were used to settle $26.9 million of MLS’s outstanding debt as of the acquisition date. The acquisition of MLS was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date. 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 the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload reportable 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, which consisted of fees incurred for advisory, legal, and accounting services, were $1.9 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2021. The following table summarizes the preliminary purchase price allocation for MLS, including any adjustments during the measurement period. Recognized amounts of identifiable assets acquired and liabilities assumed (in millions) December 31, 2021 Adjustments Adjusted December 31, 2021 Opening Balance Sheet Cash and cash equivalents $ — $ 1.8 $ 1.8 Trade accounts receivable—net of allowance 18.6 (6.1) 12.5 Other receivables 0.9 1.5 2.4 Prepaid expenses and other current assets 1.6 — 1.6 Net property and equipment 148.9 (0.8) 148.1 Internal use software and other noncurrent assets — 11.7 11.7 Goodwill 122.7 (19.0) 103.7 Total assets acquired 292.7 (10.9) 281.8 Trade accounts payable 1.8 1.6 3.4 Accrued salaries, wages, and benefits 1.7 0.9 2.6 Claims accruals—current 7.5 (3.0) 4.5 Other current liabilities 7.2 (3.9) 3.3 Deferred income taxes — (1.1) (1.1) Other noncurrent liabilities — 0.3 0.3 Total liabilities assumed 18.2 (5.2) 13.0 Net assets acquired $ 274.5 $ (5.7) $ 268.8 The above adjustments made during the measurement period were primarily related to working capital, property and equipment, leases, claims accruals, deferred taxes, and intangible assets. The fair values of identifiable intangible assets, including customer relationships and trademarks, were based on valuations using income-based approaches. No material statement of comprehensive income effects were identified with these adjustments. While we may continue to adjust provisional amounts through December 31, 2022, we do not anticipate any material adjustments. Combined unaudited pro forma operating revenues of the Company and MLS would have been approximately $1,495.0 million, and $4,189.0 million, during the three and nine months ended September 30, 2021, respectively, and our earnings for the same periods would not have been materially different. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Finance Leases | 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. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment. Additional information related to our leases is as follows: Nine Months Ended (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 24.6 $ 23.3 Operating cash flows for finance leases 0.1 — Financing cash flows for finance leases 1.3 0.5 Right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 17.8 $ 23.7 Finance leases 3.8 1.2 As of September 30, 2022, we had signed leases that had not yet commenced totaling $23.7 million. These leases will commence during the remainder of 2022 or the beginning of 2023 and have lease terms of one As Lessor We finance various types of transportation-related equipment for independent third parties under lease contracts, which are generally for one As of September 30, 2022 and December 31, 2021, investments in lease receivables were as follows: (in millions) September 30, 2022 December 31, 2021 Future minimum payments to be received on leases $ 204.6 $ 193.9 Guaranteed residual lease values 128.2 123.3 Total minimum lease payments to be received 332.8 317.2 Unearned income (51.3) (46.5) Net investment in leases $ 281.5 $ 270.7 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 September 30, 2022 was $39.5 million, which includes both current and future lease payments. Lease payments 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 September 30, 2022, our lease payments past due were $3.9 million. 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. Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Revenue $ 53.1 $ 57.2 $ 146.2 $ 169.8 Cost of goods sold (43.5) (49.0) (121.0) (146.1) Operating profit $ 9.6 $ 8.2 $ 25.2 $ 23.7 Interest income on lease receivable $ 9.4 $ 8.5 $ 27.3 $ 23.6 |
Operating Leases | 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. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment. Additional information related to our leases is as follows: Nine Months Ended (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 24.6 $ 23.3 Operating cash flows for finance leases 0.1 — Financing cash flows for finance leases 1.3 0.5 Right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 17.8 $ 23.7 Finance leases 3.8 1.2 As of September 30, 2022, we had signed leases that had not yet commenced totaling $23.7 million. These leases will commence during the remainder of 2022 or the beginning of 2023 and have lease terms of one As Lessor We finance various types of transportation-related equipment for independent third parties under lease contracts, which are generally for one As of September 30, 2022 and December 31, 2021, investments in lease receivables were as follows: (in millions) September 30, 2022 December 31, 2021 Future minimum payments to be received on leases $ 204.6 $ 193.9 Guaranteed residual lease values 128.2 123.3 Total minimum lease payments to be received 332.8 317.2 Unearned income (51.3) (46.5) Net investment in leases $ 281.5 $ 270.7 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 September 30, 2022 was $39.5 million, which includes both current and future lease payments. Lease payments 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 September 30, 2022, our lease payments past due were $3.9 million. 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. Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Revenue $ 53.1 $ 57.2 $ 146.2 $ 169.8 Cost of goods sold (43.5) (49.0) (121.0) (146.1) Operating profit $ 9.6 $ 8.2 $ 25.2 $ 23.7 Interest income on lease receivable $ 9.4 $ 8.5 $ 27.3 $ 23.6 |
Sales-type Leases | 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. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment. Additional information related to our leases is as follows: Nine Months Ended (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 24.6 $ 23.3 Operating cash flows for finance leases 0.1 — Financing cash flows for finance leases 1.3 0.5 Right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 17.8 $ 23.7 Finance leases 3.8 1.2 As of September 30, 2022, we had signed leases that had not yet commenced totaling $23.7 million. These leases will commence during the remainder of 2022 or the beginning of 2023 and have lease terms of one As Lessor We finance various types of transportation-related equipment for independent third parties under lease contracts, which are generally for one As of September 30, 2022 and December 31, 2021, investments in lease receivables were as follows: (in millions) September 30, 2022 December 31, 2021 Future minimum payments to be received on leases $ 204.6 $ 193.9 Guaranteed residual lease values 128.2 123.3 Total minimum lease payments to be received 332.8 317.2 Unearned income (51.3) (46.5) Net investment in leases $ 281.5 $ 270.7 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 September 30, 2022 was $39.5 million, which includes both current and future lease payments. Lease payments 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 September 30, 2022, our lease payments past due were $3.9 million. 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. Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Revenue $ 53.1 $ 57.2 $ 146.2 $ 169.8 Cost of goods sold (43.5) (49.0) (121.0) (146.1) Operating profit $ 9.6 $ 8.2 $ 25.2 $ 23.7 Interest income on lease receivable $ 9.4 $ 8.5 $ 27.3 $ 23.6 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | REVENUE RECOGNITION Disaggregated Revenues The majority of our revenues are related to transportation and have similar characteristics. MLS and deBoer revenues since the acquisition dates are included within Transportation revenues, consistent with the remainder of our Truckload segment. The following table summarizes our revenues by type of service. Three Months Ended Nine Months Ended Disaggregated Revenues (in millions) 2022 2021 2022 2021 Transportation $ 1,551.1 $ 1,326.3 $ 4,663.2 $ 3,700.4 Logistics Management 66.5 56.4 221.1 149.7 Other 57.7 61.8 158.4 183.8 Total operating revenues $ 1,675.3 $ 1,444.5 $ 5,042.7 $ 4,033.9 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) September 30, 2022 Expected to be recognized within one year Transportation $ 16.9 Logistics Management 10.8 Expected to be recognized after one year Transportation 28.9 Logistics Management 9.7 Total $ 66.3 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) September 30, 2022 December 31, 2021 Other current assets—Contract assets $ 36.2 $ 33.8 Other current liabilities—Contract liabilities 4.0 3.2 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 that customers paid in advance of the associated services. Non-monetary Consideration 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. The amount of operating revenues recorded for these services was $2.3 million and $15.6 million during the three and nine months ended September 30, 2022, respectively, and $1.3 million during the three and nine months ended September 30, 2021. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 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. 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 (in millions) Level in Fair September 30, 2022 December 31, 2021 Equity investment in TuSimple (1) 1 $ 2.7 $ 12.7 Marketable securities (2) 2 44.6 49.3 (1) Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on the NASDAQ. See Note 6, 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 6, Investments , for additional information. The fair value of the Company’s debt was $197.3 million and $276.7 million as of September 30, 2022 and December 31, 2021, respectively. The carrying value of the Company’s debt was $205.0 million and $265.0 million as of September 30, 2022 and December 31, 2021, 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 period. This valuation used Level 2 inputs. The recorded values of cash, trade accounts receivable, lease receivables, and trade accounts payable approximate fair values. As part of the MLS and deBoer 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. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS 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 our liquidity needs may cause us to sell certain securities in advance of their maturity date. Any 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 not have an allowance for credit losses on our marketable securities as of September 30, 2022 or December 31, 2021. Cost basis is determined using the specific identification method. The following table presents the maturities and values of our marketable securities as of the dates shown. September 30, 2022 December 31, 2021 (in millions, except maturities in months) Maturities Amortized Cost Fair Value Amortized Cost Fair Value U.S. treasury and government agencies 14 to 101 $ 20.0 $ 17.2 $ 19.9 $ 19.6 Corporate debt securities 2 to 60 17.0 15.8 20.3 20.4 State and municipal bonds 4 to 157 12.4 11.6 9.1 9.3 Total marketable securities $ 49.4 $ 44.6 $ 49.3 $ 49.3 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 September 30, 2022 and December 31, 2021 were $86.0 million and $36.2 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. As of September 30, 2022, our cumulative upward adjustments were $52.0 million. The following table summarizes the activity related to these equity investments during the periods presented. Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Investment in equity securities $ 20.0 $ — $ 24.0 $ — Upward adjustments (1) 25.8 9.0 25.8 9.0 (1) Our updated investment values in 2022 and 2021 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 In 2021, the Company purchased a $5.0 million non-controlling interest in TuSimple, a global self-driving technology company. Upon completion of its IPO in April 2021, our investment in TuSimple was converted into Class A common shares and is now being accounted for under ASC 321, Investments - Equity Securities . In the three and nine months ended September 30, 2022, the Company recognized a pre-tax net gain of $0.1 million and a pre-tax net loss of $10.0 million on its investment in TuSimple, respectively. In the three and nine months ended September 30, 2021, the Company recognized a pre-tax net loss of $12.1 million and a pre-tax net gain of $8.1 million, respectively. See Note 5, Fair Value , for additional information on the fair value of our investment in TuSimple. All of our equity investments are included in other noncurrent assets on the consolidated balance sheets with subsequent gains or losses recognized within other expenses (income)—net on the consolidated statements of comprehensive income. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles Disclosure | 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 period ended September 30, 2022. (in millions) Truckload Logistics Total Balance at December 31, 2021 $ 226.3 $ 14.2 $ 240.5 Acquisition (see Note 2) 7.7 — 7.7 Acquisition adjustments (see Note 2) (19.9) — (19.9) Balance at September 30, 2022 $ 214.1 $ 14.2 $ 228.3 During the nine months ended September 30, 2022, we recorded goodwill in conjunction with the acquisition of deBoer, and during the three and nine months ended September 30, 2022, we made measurement period adjustments related to the acquisitions of deBoer and MLS, both of which were recorded within the Truckload segment. Refer to Note 2, Acquisitions, for further details. At September 30, 2022 and December 31, 2021, we had accumulated goodwill impairment charges of $53.2 million, which consisted of $34.6 million and $18.6 million in our Truckload segment and Other, respectively. 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 and relate to the acquisition of MLS. Our customer relationships and trademarks are amortized over a weighted-average amortization period of ten years. Refer to Note 2, Acquisitions, for further details. September 30, 2022 (in millions) Gross Accumulated Amortization Net Customer relationships $ 3.2 $ 0.2 $ 3.0 Trademarks 6.8 0.5 6.3 Total intangible assets $ 10.0 $ 0.7 $ 9.3 Amortization expense for intangible assets was $0.2 million and $0.7 million for the three and nine months ended September 30, 2022, respectively. Estimated future amortization expense related to intangible assets is as follows: (in millions) Remaining 2022 $ 0.3 2023 1.0 2024 1.0 2025 1.0 2026 1.0 2027 and thereafter 5.0 Total $ 9.3 |
Debt and Credit Facilities
Debt and Credit Facilities | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | DEBT AND CREDIT FACILITIES As of September 30, 2022 and December 31, 2021, debt included the following: (in millions) September 30, 2022 December 31, 2021 Unsecured senior notes: principal maturities ranging from 2023 through 2025; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.90% and 3.61% for 2022 and 2021, respectively $ 205.0 $ 265.0 Current maturities (70.0) (60.0) Long-term debt $ 135.0 $ 205.0 Our Credit Agreement (the “2018 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an increase in total commitment up to $150.0 million, for a total potential commitment of $400.0 million through August 2023. The agreement also provides a sublimit of $100.0 million to be used for the issuance of letters of credit. We had no outstanding borrowings under this agreement as of September 30, 2022 or December 31, 2021. Standby letters of credit under this agreement amounted to $0.1 million and $3.9 million for September 30, 2022 and December 31, 2021, respectively, and were primarily related to the requirements of certain of our real estate leases. The Company plans to renew the 2018 Credit Facility Agreement in the fourth quarter of 2022. W e also have a Receivables Purchase Agreement (the “2021 Receivables Purchase Agreement”), which allows us to borrow funds against quali fying trade receivables at rates based on one-month LIBOR up to $150.0 million and provides for the issuance of standby letters of credit through July 2024. We had no outstanding borrowings under this facility at September 30, 2022 or December 31, 2021. At September 30, 2022 and December 31, 2021, standby letters of credit under this agreement amounted to $77.1 million and $70.3 million, respectively, and were primarily related to the requirements of certain of our insurance obligations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXESOur effective income tax rate was 25.0% and 25.2% for the three months ended September 30, 2022 and 2021, respectively, and 25.0% and 25.2% for the nine months ended September 30, 2022 and 2021, respectively. In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, and best estimates of nontaxable and nondeductible income and expense items. |
Common Equity
Common Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Equity | COMMON EQUITY Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, respectively. Three Months Ended Nine Months Ended (in millions, except per share data) 2022 2021 2022 2021 Numerator: Net income available to common shareholders $ 125.8 $ 110.0 $ 347.7 $ 271.3 Denominator: Weighted average common shares outstanding 178.0 177.7 177.9 177.5 Dilutive effect of share-based awards and options outstanding 0.7 0.2 0.7 0.3 Weighted average diluted common shares outstanding (1) 178.7 177.9 178.6 177.8 Basic earnings per common share $ 0.71 $ 0.62 $ 1.95 $ 1.53 Diluted earnings per common share 0.70 0.62 1.95 1.53 (1) Weighted average diluted common shares outstanding may not sum due to rounding. The calculation of diluted earnings per share excluded 0.3 million share-based awards and options that had an anti-dilutive effect for the three and nine months ended September 30, 2022 and 0.8 million share-based awards and options that had an anti-dilutive effect for the three and nine months ended September 30, 2021, respectively. Subsequent Event - Dividends Declared In October of 2022, the Board of Directors declared a quarterly cash dividend for the fourth fiscal quarter of 2022 in the amount of $0.08 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 December 9, 2022 and will be paid on January 10, 2023. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement | SHARE-BASED COMPENSATIONWe 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, restricted stock units (“RSUs”), performance-based restricted shares (“performance shares”), performance-based restricted stock units (“PSUs”), and non-qualified stock options. Performance shares and PSUs granted prior to 2021 are 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 relative total shareholder return (“rTSR”) against peers over the performance period.Share-based compensation expense was $3.8 million and $3.1 million for the three months ended September 30, 2022 and 2021, respectively, and $11.9 million and $10.2 million for the nine months ended September 30, 2022 and 2021, respectively. We recognize share-based compensation expense over the awards’ vesting period. As of September 30, 2022, we had $25.3 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 2.1 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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. At September 30, 2022, our firm commitments to purchase transportation equipment totaled $508.0 million. During the first quarter of 2022, the Company recorded a $5.2 million charge as a result of an adverse audit assessment by a state jurisdiction over the applicability of sales tax for prior periods on rolling stock equipment used within that state. The charge is included within operating supplies and expenses—net on the consolidated statements of comprehensive income for the nine months ended September 30, 2022. The Company filed a request for appeal of the audit assessment with the state jurisdiction. As previously disclosed, 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, and the Company recorded an estimated total charge of $59.0 million in its results of operations as of March 31, 2022. During the second quarter of 2022, the Company settled with the former owners of WSL for a total of $57.0 million, which was subsequently paid during the third quarter of 2022, and included |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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, 2021, our operating segments within the Truckload reportable segment were VTL and Bulk. The operating results of MLS, a standalone operating segment, have been aggregated into the Truckload reportable segment as it shares similar economic characteristics with our other Truckload operating segments and meets the other aggregation criteria described in ASC 280. The operating results of deBoer are also included within the Truckload reportable segment from the date of acquisition through when their operations ceased in July and their assets were deployed throughout the business. VTL delivers truckload quantities over irregular routes and customer freight with dedicated contracts using dry van and specialty trailers. Bulk transports key inputs to manufacturing processes, such as specialty chemicals, using specialty trailers. MLS provides dedicated truckload services focusing primarily on freight with consistent routes. The CODM reviews revenues for each segment without the inclusion of fuel surcharge revenues. For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses. Income from operations at the segment level reflects the measure presented to the CODM for each segment. 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 were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $19.0 million and $16.0 million for the three months ended September 30, 2022 and 2021, respectively, and $53.4 million and $46.1 million for the nine months ended September 30, 2022, and 2021 respectively. Revenues by Segment Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Truckload $ 571.2 $ 484.4 $ 1,691.2 $ 1,411.3 Intermodal 334.7 295.7 971.9 825.5 Logistics 464.2 474.6 1,531.2 1,261.2 Other 97.3 98.0 274.2 284.9 Fuel surcharge 233.5 114.4 648.5 314.8 Inter-segment eliminations (25.6) (22.6) (74.3) (63.8) Operating revenues $ 1,675.3 $ 1,444.5 $ 5,042.7 $ 4,033.9 Income (Loss) from Operations by Segment Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Truckload $ 83.2 $ 85.1 $ 283.3 $ 197.0 Intermodal 31.1 45.7 112.3 100.6 Logistics 27.9 22.1 117.1 55.0 Other 3.2 0.8 (55.6) 3.1 Income from operations $ 145.4 $ 153.7 $ 457.1 $ 355.7 Depreciation and Amortization by Segment Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Truckload $ 62.8 $ 52.1 $ 183.6 $ 157.1 Intermodal 14.6 12.4 42.4 35.5 Logistics — 0.1 0.1 0.2 Other 10.8 9.6 32.2 27.7 Depreciation and amortization $ 88.2 $ 74.2 $ 258.3 $ 220.5 |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of OperationsSchneider National, Inc. and its subsidiaries (together “Schneider,” the “Company,” “we,” “us,” or “our”) are among the largest providers of surface transportation and logistics solutions in North America. We offer a multimodal portfolio of services and possess an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the movement of customer products timely, safely, and effectively. The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental United States, Canada, and Mexico, thus adding value to their supply chains. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation. In the opinion of management, these statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented. |
Property and Equipment | Property and Equipment Gains and losses on property and equipment are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net on the consolidated statements of comprehensive income. For the three months ended September 30, 2022 and 2021, we recognized $11.4 million and $32.0 million of net gains on the sale of property and equipment, respectively, and for the nine months ended September 30, 2022 and 2021, we recognized $75.2 million and $48.0 million of net gains on the sale of property and equipment, respectively. Net gains during the nine months ended September 30, 2022 were primarily related to the sale of the Company’s Canadian facility. |
Accounting Standards Recently Adopted | Accounting Standards Recently Adopted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocation for MLS, including any adjustments during the measurement period. Recognized amounts of identifiable assets acquired and liabilities assumed (in millions) December 31, 2021 Adjustments Adjusted December 31, 2021 Opening Balance Sheet Cash and cash equivalents $ — $ 1.8 $ 1.8 Trade accounts receivable—net of allowance 18.6 (6.1) 12.5 Other receivables 0.9 1.5 2.4 Prepaid expenses and other current assets 1.6 — 1.6 Net property and equipment 148.9 (0.8) 148.1 Internal use software and other noncurrent assets — 11.7 11.7 Goodwill 122.7 (19.0) 103.7 Total assets acquired 292.7 (10.9) 281.8 Trade accounts payable 1.8 1.6 3.4 Accrued salaries, wages, and benefits 1.7 0.9 2.6 Claims accruals—current 7.5 (3.0) 4.5 Other current liabilities 7.2 (3.9) 3.3 Deferred income taxes — (1.1) (1.1) Other noncurrent liabilities — 0.3 0.3 Total liabilities assumed 18.2 (5.2) 13.0 Net assets acquired $ 274.5 $ (5.7) $ 268.8 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Information | Additional information related to our leases is as follows: Nine Months Ended (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 24.6 $ 23.3 Operating cash flows for finance leases 0.1 — Financing cash flows for finance leases 1.3 0.5 Right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 17.8 $ 23.7 Finance leases 3.8 1.2 |
Schedule of Investment In Lease Receivables | As of September 30, 2022 and December 31, 2021, investments in lease receivables were as follows: (in millions) September 30, 2022 December 31, 2021 Future minimum payments to be received on leases $ 204.6 $ 193.9 Guaranteed residual lease values 128.2 123.3 Total minimum lease payments to be received 332.8 317.2 Unearned income (51.3) (46.5) Net investment in leases $ 281.5 $ 270.7 |
Schedule of Sales-type Lease Income | 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. Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Revenue $ 53.1 $ 57.2 $ 146.2 $ 169.8 Cost of goods sold (43.5) (49.0) (121.0) (146.1) Operating profit $ 9.6 $ 8.2 $ 25.2 $ 23.7 Interest income on lease receivable $ 9.4 $ 8.5 $ 27.3 $ 23.6 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes our revenues by type of service. Three Months Ended Nine Months Ended Disaggregated Revenues (in millions) 2022 2021 2022 2021 Transportation $ 1,551.1 $ 1,326.3 $ 4,663.2 $ 3,700.4 Logistics Management 66.5 56.4 221.1 149.7 Other 57.7 61.8 158.4 183.8 Total operating revenues $ 1,675.3 $ 1,444.5 $ 5,042.7 $ 4,033.9 |
Remaining Performance Obligations | 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) September 30, 2022 Expected to be recognized within one year Transportation $ 16.9 Logistics Management 10.8 Expected to be recognized after one year Transportation 28.9 Logistics Management 9.7 Total $ 66.3 |
Contract Balances | The following table provides information related to contract balances associated with our contracts with customers as of the dates shown. Contract Balances (in millions) September 30, 2022 December 31, 2021 Other current assets—Contract assets $ 36.2 $ 33.8 Other current liabilities—Contract liabilities 4.0 3.2 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets Measured on Recurring Basis | 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 (in millions) Level in Fair September 30, 2022 December 31, 2021 Equity investment in TuSimple (1) 1 $ 2.7 $ 12.7 Marketable securities (2) 2 44.6 49.3 (1) Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on the NASDAQ. See Note 6, 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 6, Investments , for additional information. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | The following table presents the maturities and values of our marketable securities as of the dates shown. September 30, 2022 December 31, 2021 (in millions, except maturities in months) Maturities Amortized Cost Fair Value Amortized Cost Fair Value U.S. treasury and government agencies 14 to 101 $ 20.0 $ 17.2 $ 19.9 $ 19.6 Corporate debt securities 2 to 60 17.0 15.8 20.3 20.4 State and municipal bonds 4 to 157 12.4 11.6 9.1 9.3 Total marketable securities $ 49.4 $ 44.6 $ 49.3 $ 49.3 |
Equity Investments without Readily Determinable Fair Values | As of September 30, 2022, our cumulative upward adjustments were $52.0 million. The following table summarizes the activity related to these equity investments during the periods presented. Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Investment in equity securities $ 20.0 $ — $ 24.0 $ — Upward adjustments (1) 25.8 9.0 25.8 9.0 (1) Our updated investment values in 2022 and 2021 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. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The following table shows changes to our goodwill balances by segment during the period ended September 30, 2022. (in millions) Truckload Logistics Total Balance at December 31, 2021 $ 226.3 $ 14.2 $ 240.5 Acquisition (see Note 2) 7.7 — 7.7 Acquisition adjustments (see Note 2) (19.9) — (19.9) Balance at September 30, 2022 $ 214.1 $ 14.2 $ 228.3 |
Schedule of Finite-Lived Intangible Assets | 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 and relate to the acquisition of MLS. Our customer relationships and trademarks are amortized over a weighted-average amortization period of ten years. Refer to Note 2, Acquisitions, for further details. September 30, 2022 (in millions) Gross Accumulated Amortization Net Customer relationships $ 3.2 $ 0.2 $ 3.0 Trademarks 6.8 0.5 6.3 Total intangible assets $ 10.0 $ 0.7 $ 9.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense related to intangible assets is as follows: (in millions) Remaining 2022 $ 0.3 2023 1.0 2024 1.0 2025 1.0 2026 1.0 2027 and thereafter 5.0 Total $ 9.3 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | As of September 30, 2022 and December 31, 2021, debt included the following: (in millions) September 30, 2022 December 31, 2021 Unsecured senior notes: principal maturities ranging from 2023 through 2025; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.90% and 3.61% for 2022 and 2021, respectively $ 205.0 $ 265.0 Current maturities (70.0) (60.0) Long-term debt $ 135.0 $ 205.0 |
Common Equity (Tables)
Common Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, respectively. Three Months Ended Nine Months Ended (in millions, except per share data) 2022 2021 2022 2021 Numerator: Net income available to common shareholders $ 125.8 $ 110.0 $ 347.7 $ 271.3 Denominator: Weighted average common shares outstanding 178.0 177.7 177.9 177.5 Dilutive effect of share-based awards and options outstanding 0.7 0.2 0.7 0.3 Weighted average diluted common shares outstanding (1) 178.7 177.9 178.6 177.8 Basic earnings per common share $ 0.71 $ 0.62 $ 1.95 $ 1.53 Diluted earnings per common share 0.70 0.62 1.95 1.53 (1) Weighted average diluted common shares outstanding may not sum due to rounding. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information | The following tables summarize our segment information. Inter-segment revenues were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $19.0 million and $16.0 million for the three months ended September 30, 2022 and 2021, respectively, and $53.4 million and $46.1 million for the nine months ended September 30, 2022, and 2021 respectively. Revenues by Segment Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Truckload $ 571.2 $ 484.4 $ 1,691.2 $ 1,411.3 Intermodal 334.7 295.7 971.9 825.5 Logistics 464.2 474.6 1,531.2 1,261.2 Other 97.3 98.0 274.2 284.9 Fuel surcharge 233.5 114.4 648.5 314.8 Inter-segment eliminations (25.6) (22.6) (74.3) (63.8) Operating revenues $ 1,675.3 $ 1,444.5 $ 5,042.7 $ 4,033.9 Income (Loss) from Operations by Segment Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Truckload $ 83.2 $ 85.1 $ 283.3 $ 197.0 Intermodal 31.1 45.7 112.3 100.6 Logistics 27.9 22.1 117.1 55.0 Other 3.2 0.8 (55.6) 3.1 Income from operations $ 145.4 $ 153.7 $ 457.1 $ 355.7 Depreciation and Amortization by Segment Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Truckload $ 62.8 $ 52.1 $ 183.6 $ 157.1 Intermodal 14.6 12.4 42.4 35.5 Logistics — 0.1 0.1 0.2 Other 10.8 9.6 32.2 27.7 Depreciation and amortization $ 88.2 $ 74.2 $ 258.3 $ 220.5 |
General (Details)
General (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Gains on sales of property and equipment—net | $ 11.4 | $ 32 | $ 75.2 | $ 48 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions- Acquisition Details (Details) | Jun. 07, 2022 | Dec. 31, 2021 |
Midwest Logistics Systems (MLS) | ||
Business Acquisition | ||
Date of acquisition | Dec. 31, 2021 | |
Percentage of business acquired | 100% | |
deBoer Transportation, Inc. | ||
Business Acquisition | ||
Date of acquisition | Jun. 07, 2022 | |
Percentage of business acquired | 100% |
Business Combinations and Ass_4
Business Combinations and Assets Acquisitions- Consideration Transferred (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Midwest Logistics Systems (MLS) | |
Business Acquisition | |
Fair value of consideration transferred | $ 268.8 |
Midwest Logistics Systems (MLS) | Deferred cash consideration | |
Business Acquisition | |
Fair value of consideration transferred | 3.2 |
Midwest Logistics Systems (MLS) | Consideration for Debt Payments | |
Business Acquisition | |
Fair value of consideration transferred | 26.9 |
Midwest Logistics Systems (MLS) | Net working capital adjustment | |
Business Acquisition | |
Fair value of consideration transferred | (5.7) |
deBoer Transportation, Inc. | |
Business Acquisition | |
Fair value of consideration transferred | $ 34.6 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions- Acquisition-Related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Midwest Logistics Systems (MLS) | |||
Business Acquisition | |||
Acquisition-related costs | $ 1.9 | ||
deBoer Transportation, Inc. | |||
Business Acquisition | |||
Acquisition-related costs | $ 0.1 | $ 0.3 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions- Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition | ||
Goodwill acquired during period | $ 7.7 | |
Goodwill | 228.3 | $ 240.5 |
Truckload | ||
Business Acquisition | ||
Goodwill | 214.1 | 226.3 |
Midwest Logistics Systems (MLS) | ||
Business Acquisition | ||
Cash and cash equivalents | 1.8 | 0 |
Trade accounts receivable-net of allowance | 12.5 | 18.6 |
Other receivables | 2.4 | 0.9 |
Prepaid expenses and other current assets | 1.6 | 1.6 |
Net property and equipment | 148.1 | 148.9 |
Internal use software and other noncurrent assets | 11.7 | 0 |
Goodwill | 103.7 | 122.7 |
Total assets acquired | 281.8 | 292.7 |
Trade accounts payable | 3.4 | 1.8 |
Accrued salaries, wages, and benefits | 2.6 | 1.7 |
Claims accruals-current | 4.5 | 7.5 |
Other current liabilities | 3.3 | 7.2 |
Deferred income taxes | (1.1) | 0 |
Other noncurrent liabilities | 0.3 | 0 |
Total liabilities assumed | 13 | 18.2 |
Net asses acquired | 268.8 | $ 274.5 |
Midwest Logistics Systems (MLS) | Purchase price adjustments | ||
Business Acquisition | ||
Cash and cash equivalents | 1.8 | |
Trade accounts receivable-net of allowance | (6.1) | |
Other receivables | 1.5 | |
Prepaid expenses and other current assets | 0 | |
Net property and equipment | (0.8) | |
Internal use software and other noncurrent assets | 11.7 | |
Goodwill | (19) | |
Total assets acquired | (10.9) | |
Trade accounts payable | 1.6 | |
Accrued salaries, wages, and benefits | 0.9 | |
Claims accruals-current | (3) | |
Other current liabilities | (3.9) | |
Deferred income taxes | (1.1) | |
Other noncurrent liabilities | 0.3 | |
Total liabilities assumed | (5.2) | |
Net asses acquired | (5.7) | |
deBoer Transportation, Inc. | ||
Business Acquisition | ||
Goodwill | 6.8 | |
deBoer Transportation, Inc. | Truckload | ||
Business Acquisition | ||
Goodwill acquired during period | 7.7 | |
deBoer Transportation, Inc. | Purchase price adjustments | ||
Business Acquisition | ||
Goodwill | $ (0.9) |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions- Pro Forma Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Midwest Logistics Systems (MLS) | ||
Business Acquisition | ||
Pro forma operating revenues | $ 1,495 | $ 4,189 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases - Lessee | ||
Leases not yet commenced | $ 23.7 | |
Leases - Lessor | ||
Lease payments | 332.8 | $ 317.2 |
Past due | ||
Leases - Lessor | ||
Lease payments | 3.9 | |
Past Due | ||
Leases - Lessor | ||
Net investment in leases | $ 39.5 | |
Minimum | ||
Leases - Lessee | ||
Lease terms of leases not yet commenced | 1 year 2 months | |
Leases - Lessor | ||
Terms of sales-type lease | 1 year | |
Maximum | ||
Leases - Lessee | ||
Lease terms of leases not yet commenced | 7 years | |
Leases - Lessor | ||
Terms of sales-type lease | 3 years |
Leases - Schedule of Lease Info
Leases - Schedule of Lease Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 24.6 | $ 23.3 |
Operating cash flows for finance leases | 0.1 | 0 |
Financing cash flows for finance leases | 1.3 | 0.5 |
Right-of-use assets obtained in exchange for new operating lease liability | 17.8 | 23.7 |
Right-of-use assets obtained in exchange for new finance lease liability | $ 3.8 | $ 1.2 |
Leases - Summary of Investment
Leases - Summary of Investment in Lease Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Future minimum payments to be received on leases | $ 204.6 | $ 193.9 |
Guaranteed residual lease values | 128.2 | 123.3 |
Total minimum lease payments to be received | 332.8 | 317.2 |
Unearned income | (51.3) | (46.5) |
Net investment in leases | $ 281.5 | $ 270.7 |
Leases - Schedule of Sales-type
Leases - Schedule of Sales-type Lease Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Revenue | $ 53.1 | $ 57.2 | $ 146.2 | $ 169.8 |
Cost of goods sold | (43.5) | (49) | (121) | (146.1) |
Operating profit | 9.6 | 8.2 | 25.2 | 23.7 |
Interest income on lease receivable | $ 9.4 | $ 8.5 | $ 27.3 | $ 23.6 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Operating revenues | $ 1,675.3 | $ 1,444.5 | $ 5,042.7 | $ 4,033.9 |
Transportation | ||||
Disaggregation of Revenue | ||||
Operating revenues | 1,551.1 | 1,326.3 | 4,663.2 | 3,700.4 |
Logistics Management | ||||
Disaggregation of Revenue | ||||
Operating revenues | 66.5 | 56.4 | 221.1 | 149.7 |
Other | ||||
Disaggregation of Revenue | ||||
Operating revenues | $ 57.7 | $ 61.8 | $ 158.4 | $ 183.8 |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Remaining Performance Obligation (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Remaining Performance Obligation | $ 66.3 |
Expected to be recognized within one year | Transportation | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Remaining Performance Obligation | 16.9 |
Expected to be recognized within one year | Logistics Management | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Remaining Performance Obligation | 10.8 |
Expected to be recognized after one year | Transportation | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Remaining Performance Obligation | 28.9 |
Expected to be recognized after one year | Logistics Management | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Remaining Performance Obligation | $ 9.7 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 36.2 | $ 33.8 |
Contract liabilities | $ 4 | $ 3.2 |
Revenue Recognition- Additional
Revenue Recognition- Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Timing of payment after completion of performance obligations | 40 days | |||
Noncash consideration recorded as revenue | $ 2.3 | $ 1.3 | $ 15.6 | $ 1.3 |
Fair Value - Recurring Fair Val
Fair Value - Recurring Fair Value Measurements (Details) - Recurring fair value measurements - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 inputs | ||
Fair Value, Assets Measured on Recurring Basis | ||
Fair value of equity investment in TuSimple | $ 2.7 | $ 12.7 |
Level 2 inputs | ||
Fair Value, Assets Measured on Recurring Basis | ||
Fair value of marketable securities | $ 44.6 | $ 49.3 |
Fair Value - Debt Portfolio (De
Fair Value - Debt Portfolio (Details) - Unsecured Senior Notes - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument | ||
Total principal outstanding | $ 205 | $ 265 |
Level 2 inputs | ||
Debt Instrument | ||
Fair value of debt | $ 197.3 | $ 276.7 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Credit loss allowance | $ 0 | $ 0 |
Value of investments without readily determinable fair values | $ 86 | $ 36.2 |
Investments - Schedule of Marke
Investments - Schedule of Marketable Securities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Available for Sale Debt Securities | ||
Amortized cost | $ 49.4 | $ 49.3 |
US treasury and government agencies | ||
Available for Sale Debt Securities | ||
Amortized cost | 20 | 19.9 |
Corporate debt securities | ||
Available for Sale Debt Securities | ||
Amortized cost | 17 | 20.3 |
State and municipal bonds | ||
Available for Sale Debt Securities | ||
Amortized cost | 12.4 | 9.1 |
Current asset | ||
Available for Sale Debt Securities | ||
Fair value | 44.6 | 49.3 |
Current asset | US treasury and government agencies | ||
Available for Sale Debt Securities | ||
Fair value | 17.2 | 19.6 |
Current asset | Corporate debt securities | ||
Available for Sale Debt Securities | ||
Fair value | 15.8 | 20.4 |
Current asset | State and municipal bonds | ||
Available for Sale Debt Securities | ||
Fair value | $ 11.6 | $ 9.3 |
Minimum | US treasury and government agencies | ||
Available for Sale Debt Securities | ||
Maturity date | Nov. 30, 2023 | |
Minimum | Corporate debt securities | ||
Available for Sale Debt Securities | ||
Maturity date | Nov. 01, 2022 | |
Minimum | State and municipal bonds | ||
Available for Sale Debt Securities | ||
Maturity date | Jan. 01, 2023 | |
Maximum | US treasury and government agencies | ||
Available for Sale Debt Securities | ||
Maturity date | Feb. 15, 2031 | |
Maximum | Corporate debt securities | ||
Available for Sale Debt Securities | ||
Maturity date | Sep. 19, 2027 | |
Maximum | State and municipal bonds | ||
Available for Sale Debt Securities | ||
Maturity date | Oct. 01, 2035 |
Investments - Equity Investment
Investments - Equity Investments without Readily Determinable Fair Values (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Investments | ||||
Cumulative upward adjustments | $ 52 | $ 52 | ||
Investment in equity security | 20 | $ 0 | 24 | $ 0 |
Upward adjustments | $ 25.8 | $ 9 | $ 25.8 | $ 9 |
Investments - Investment in TuS
Investments - Investment in TuSimple (Details) - TuSimple - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 12, 2021 | |
Other Investments | |||||
Investment in equity security | $ 5 | ||||
Net loss on investment | $ 12.1 | $ 10 | |||
Net gain on investment | $ 0.1 | $ 8.1 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill | |
Beginning balance | $ 240.5 |
Goodwill acquired during period | 7.7 |
Acquisition adjustments | (19.9) |
Ending balance | 228.3 |
deBoer Transportation, Inc. | |
Goodwill | |
Ending balance | 6.8 |
Midwest Logistics Systems (MLS) | |
Goodwill | |
Beginning balance | 122.7 |
Ending balance | 103.7 |
Truckload | |
Goodwill | |
Beginning balance | 226.3 |
Ending balance | 214.1 |
Truckload | deBoer Transportation, Inc. | |
Goodwill | |
Goodwill acquired during period | 7.7 |
Truckload | Midwest Logistics Systems (MLS) and deBoer Transportation, Inc. | |
Goodwill | |
Acquisition adjustments | (19.9) |
Logistics | |
Goodwill | |
Beginning balance | 14.2 |
Goodwill acquired during period | 0 |
Acquisition adjustments | 0 |
Ending balance | $ 14.2 |
Intangibles- Schedule of Change
Intangibles- Schedule of Changes in Carrying Amount of Intangibles (Details) - Midwest Logistics Systems (MLS) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets | |
Gross carrying amount | $ 10 |
Accumulated amortization | 0.7 |
Net carrying amount | 9.3 |
Customer Relationships | |
Finite-Lived Intangible Assets | |
Gross carrying amount | 3.2 |
Accumulated amortization | 0.2 |
Net carrying amount | $ 3 |
Weighted average useful life | 10 years |
Trademarks | |
Finite-Lived Intangible Assets | |
Gross carrying amount | $ 6.8 |
Accumulated amortization | 0.5 |
Net carrying amount | $ 6.3 |
Weighted average useful life | 10 years |
Intangibles- Future Amortizatio
Intangibles- Future Amortization Expense (Details) - Midwest Logistics Systems (MLS) $ in Millions | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets | |
Remaining 2022 | $ 0.3 |
2023 | 1 |
2024 | 1 |
2025 | 1 |
2026 | 1 |
2027 and thereafter | 5 |
Net carrying amount | $ 9.3 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill | ||
Accumulated goodwill impairment charge | $ 53.2 | $ 53.2 |
Truckload | ||
Goodwill | ||
Accumulated goodwill impairment charge | 34.6 | 34.6 |
Other | ||
Goodwill | ||
Accumulated goodwill impairment charge | $ 18.6 | $ 18.6 |
Intangibles- Additional Informa
Intangibles- Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Midwest Logistics Systems (MLS) | ||
Finite-Lived Intangible Assets | ||
Amortization of intangible assets | $ 0.2 | $ 0.7 |
Debt and Credit Facilities - Su
Debt and Credit Facilities - Summary of Debt (Details) - Unsecured Senior Notes - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument | ||
Frequency of payments | semiannual | |
Weighted-average interest rate | 3.90% | 3.61% |
Total principal outstanding | $ 205 | $ 265 |
Current maturities | (70) | (60) |
Long-term debt | $ 135 | $ 205 |
Minimum | ||
Debt Instrument | ||
Maturity year | 2023 | |
Maximum | ||
Debt Instrument | ||
Maturity year | 2025 |
Debt and Credit Facilities - Ad
Debt and Credit Facilities - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Credit Facility | ||
Debt Instrument | ||
Current borrowing capacity | $ 250 | |
Potential increase amount | 150 | |
Maximum borrowing capacity | $ 400 | |
Expiration date | Aug. 06, 2023 | |
Outstanding borrowings | $ 0 | $ 0 |
Credit Facility | Standby Letters of Credit | ||
Debt Instrument | ||
Maximum borrowing capacity | 100 | |
Standby letters of credit | 0.1 | 3.9 |
Receivables Purchase Agreement | ||
Debt Instrument | ||
Maximum borrowing capacity | $ 150 | |
Expiration date | Jul. 30, 2024 | |
Outstanding borrowings | $ 0 | 0 |
Receivables Purchase Agreement | Standby Letters of Credit | ||
Debt Instrument | ||
Standby letters of credit | $ 77.1 | $ 70.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 25% | 25.20% | 25% | 25.20% |
Common Equity - Calculation of
Common Equity - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic earnings per common share | ||||||||
Net income available to common shareholders | $ 125.8 | $ 129.8 | $ 92.1 | $ 110 | $ 106.5 | $ 54.8 | $ 347.7 | $ 271.3 |
Weighted average common shares outstanding | 178 | 177.7 | 177.9 | 177.5 | ||||
Diluted earnings per common share | ||||||||
Dilutive effect of share-based awards and options outstanding | 0.7 | 0.2 | 0.7 | 0.3 | ||||
Weighted average diluted shares outstanding | 178.7 | 177.9 | 178.6 | 177.8 | ||||
Basic earnings per share | $ 0.71 | $ 0.62 | $ 1.95 | $ 1.53 | ||||
Diluted earnings per share | $ 0.70 | $ 0.62 | $ 1.95 | $ 1.53 | ||||
Anti-dilutive share-based awards and options excluded from computation of diluted earnings per share | 0.3 | 0.8 | 0.3 | 0.8 |
Common Equity - Additional Info
Common Equity - Additional Information (Details) - $ / shares | 3 Months Ended | ||||||
Oct. 20, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Class A Common Shares | |||||||
Class of Stock | |||||||
Dividends declared per share | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.07 | $ 0.07 | |
Class A Common Shares | Subsequent Event | Quarterly Dividend Declared | |||||||
Class of Stock | |||||||
Dividends declared per share | $ 0.08 | ||||||
Class B Common Stock | |||||||
Class of Stock | |||||||
Dividends declared per share | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.07 | $ 0.07 | |
Class B Common Stock | Subsequent Event | Quarterly Dividend Declared | |||||||
Class of Stock | |||||||
Dividends declared per share | $ 0.08 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - 2017 Omnibus Incentive Plan - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | $ 3.8 | $ 3.1 | $ 11.9 | $ 10.2 |
Pre-tax unrecognized compensation cost | $ 25.3 | $ 25.3 | ||
Unrecognized compensation cost, period for recognition | 2 years 1 month 6 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments to purchase transportation equipment | $ 508 | |
Loss Contingencies | ||
Loss contingency expense | 5.2 | |
WSL | ||
Loss Contingencies | ||
Loss contingency damages sought | 40 | |
Loss contingency damages awarded | 40 | |
Loss contingency expense | $ 59 | 57 |
Loss contingency accrual | $ 59 | |
Loss contingency payment | $ 57 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information | ||||
Number of reportable segments | Segment | 3 | |||
Operating revenues | $ 1,675.3 | $ 1,444.5 | $ 5,042.7 | $ 4,033.9 |
Other | ||||
Segment Reporting Information | ||||
Operating revenues | 97.3 | 98 | 274.2 | 284.9 |
Other | Other Insurance | ||||
Segment Reporting Information | ||||
Operating revenues | $ 19 | $ 16 | $ 53.4 | $ 46.1 |
Segment Reporting - Revenue by
Segment Reporting - Revenue by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information | ||||
Operating revenues | $ 1,675.3 | $ 1,444.5 | $ 5,042.7 | $ 4,033.9 |
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Operating revenues | (25.6) | (22.6) | (74.3) | (63.8) |
Truckload | ||||
Segment Reporting Information | ||||
Revenues (excluding fuel charge by segment) | 571.2 | 484.4 | 1,691.2 | 1,411.3 |
Intermodal | ||||
Segment Reporting Information | ||||
Revenues (excluding fuel charge by segment) | 334.7 | 295.7 | 971.9 | 825.5 |
Logistics | ||||
Segment Reporting Information | ||||
Revenues (excluding fuel charge by segment) | 464.2 | 474.6 | 1,531.2 | 1,261.2 |
Other | ||||
Segment Reporting Information | ||||
Operating revenues | 97.3 | 98 | 274.2 | 284.9 |
Fuel Surcharge | ||||
Segment Reporting Information | ||||
Operating revenues | $ 233.5 | $ 114.4 | $ 648.5 | $ 314.8 |
Segment Reporting - Income From
Segment Reporting - Income From Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information | ||||
Income from operations | $ 145.4 | $ 153.7 | $ 457.1 | $ 355.7 |
Truckload | ||||
Segment Reporting Information | ||||
Income from operations | 83.2 | 85.1 | 283.3 | 197 |
Intermodal | ||||
Segment Reporting Information | ||||
Income from operations | 31.1 | 45.7 | 112.3 | 100.6 |
Logistics | ||||
Segment Reporting Information | ||||
Income from operations | 27.9 | 22.1 | 117.1 | 55 |
Other | ||||
Segment Reporting Information | ||||
Income from operations | $ 3.2 | $ 0.8 | $ (55.6) | $ 3.1 |
Segment Reporting - Depreciatio
Segment Reporting - Depreciation and Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information | ||||
Depreciation and amortization | $ 88.2 | $ 74.2 | $ 258.3 | $ 220.5 |
Truckload | ||||
Segment Reporting Information | ||||
Depreciation and amortization | 62.8 | 52.1 | 183.6 | 157.1 |
Intermodal | ||||
Segment Reporting Information | ||||
Depreciation and amortization | 14.6 | 12.4 | 42.4 | 35.5 |
Logistics | ||||
Segment Reporting Information | ||||
Depreciation and amortization | 0 | 0.1 | 0.1 | 0.2 |
Other | ||||
Segment Reporting Information | ||||
Depreciation and amortization | $ 10.8 | $ 9.6 | $ 32.2 | $ 27.7 |