Schneider National (SNDR) risk factors, FY2025 10-K

Other

1. 01Cautionary Statement Concerning Forward-Looking Statements
2. 02In particular, information included under the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements

Risks Related to Our Business, Industry, and Strategy

1. 03Our operating results may be adversely affected by unfavorable economic and market conditions
2. 04We operate in a highly competitive and fragmented industry that is characterized by intense price competition which could have a materially adverse effect on our results of operations
3. 05We derive a significant portion of our revenues from our major customers, the loss of one or more of which could have a materially adverse effect on our business
4. 06Difficulties attracting and retaining qualified drivers could materially, adversely affect our profitability and ability to maintain or grow our fleet
5. 07We face risks associated with unionization
6. 08The success of our businesses depends on our strong reputation and ability to maintain the Schneider brand value
7. 09If fuel prices rise or fall significantly, our results of operations could be adversely affected44% rewritten
8. 10Our strategic investments in technology companies and strategic partners are inherently risky, and the valuation of these investments is subject to volatility which could result in a significant charge to earnings
9. 11We may be unsuccessful in realizing all or any part of the anticipated benefits of any recent or future acquisitions within the expected time period or at all. The cost, integration, and performance of any such acquisition may adversely affect our business, results of operations, financial condition, and cash flows
10. 12Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly
11. 13Severe weather, climate, and similar events could harm our results of operations or make our results more volatile

Risks Relating to Our Financial Condition, Taxation, and Capital Requirements

1. 14Our goodwill, other intangible assets, internal use software, or long-lived assets may become impaired, which could result in a significant charge to earnings
2. 15We have significant ongoing capital requirements that could affect our profitability if we either fail or are unable to match the timing of our capital investments with customer demand, or we are otherwise unable to generate sufficient returns on our invested capital
3. 16Our effective tax rate may fluctuate, which would impact our future financial results
4. 17Insurance or claims costs and expenses could significantly reduce our earnings, cash flows, or liquidity73% rewritten

Risks Relating to Our Governance Structure

1. 18Voting control of the Company is concentrated with a Voting Trust that was established for certain members of the Schneider family, which limits the ability of our other shareholders to influence corporate actions48% rewritten
2. 19The price of our Class B common stock has been and may continue to be volatile and may fluctuate significantly, which may adversely impact investor confidence and increase the likelihood of securities class action litigation
3. 20Certain provisions in our certificate of incorporation, by-laws, and Wisconsin law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Class B common stock
4. 21We may change our dividend policy at any time

Risks Related to Legal Compliance

1. 22If the independent contractors with whom we engage under our alternative owner-operator business model are deemed by law to be employees, our business, financial condition, and results of operations could be adversely affected
2. 23issues. Some state and federal authorities have enacted, or are considering, new laws to make it harder to classify workers as independent contractors and easier for tax and other authorities to reclassify independent contractors as employees64% rewritten
3. 24We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business61% rewritten
4. 25Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties
5. 26We are subject to various regulations which are aimed at reducing GHG emissions and mandating GHG emissions disclosures, which could adversely impact our results of operations51% rewritten
6. 27We rely significantly on our information technology systems, a disruption, failure, or security breach of which could have a material adverse effect on our business
7. 28Our success depends on our ability to attract and retain key employees, and if we are unable to attract and retain such qualified employees, our business and our ability to execute our business strategies may be materially impaired
8. 29As a result of the nature and scope of our operations, we are subject to various claims and lawsuits in the ordinary course of business, which could adversely affect us41% rewritten
9. 30Increasing scrutiny from investors and other stakeholders regarding ESG-related matters may have a negative impact on our business47% rewritten