The following discussion and analysis should be read in conjunction with the
accompanying consolidated financial statements and related notes and our Annual
Report on Form 10-K for the year ended December 31, 2020.

                                  INTRODUCTION

Company Overview



We are a transportation and logistics services company providing a broad
portfolio of truckload, intermodal, and logistics solutions and operating one of
the largest for-hire trucking fleets in North America. Our diversified portfolio
of complementary service offerings combines truckload services with intermodal
and logistics offerings, enabling us to serve our customers' varied
transportation needs. Our broad portfolio of services provides us with a greater
opportunity to allocate capital in a manner designed to maximize returns across
all market cycles and economic conditions. We continually monitor our
performance and market conditions to ensure appropriate allocation of capital
and resources to grow our businesses, while optimizing returns across reportable
segments. Our strong balance sheet enables us to carry out an acquisition
strategy that strengthens our overall portfolio. We are positioned to leverage
our scalable platform and experienced operations team to acquire high-quality
businesses that meet our disciplined selection criteria to enhance our service
offerings and broaden our customer base.

Our truckload services consist of freight transported and delivered by our
company-employed drivers in company trucks and by owner-operators. These
services are executed through either dedicated or network contracts and include
standard long-haul and regional shipping services primarily using dry van, bulk,
temperature-controlled, and flat-bed equipment, as well as cross dock and
customized solutions for high-value and time-sensitive loads with coverage
throughout North America.

Our intermodal service consists of door-to-door container on flat car ("COFC")
service through a combination of rail and dray transportation, in association
with our rail carrier partners. Our intermodal service uses company-owned
containers, chassis, and trucks with primarily company dray drivers, augmented
by third-party dray capacity.

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

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

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

Recent Developments

COVID-19

COVID-19 was declared a pandemic by the World Health Organization in March 2020. In response to the pandemic, the Company has taken steps to mitigate the potential risks it poses.



We have taken additional measures to keep our associates safe and minimize
unnecessary risk of exposure to COVID-19 including taking precautions for our
associates and owner-operators, implementing work from home policies, and
imposing travel limitations on employees where appropriate as we've continued to
provide an essential service. Associates who worked remotely during the pandemic
are being transitioned to a primarily on-premise work environment, and physical
and cyber-security measures implemented to ensure our systems are capable of
serving our operational needs and providing uninterrupted service to our
customers remain in place.

Schneider continues to monitor the situation and will take further actions as
may be required by federal, state, or local governmental authorities, or that we
determine are in the best interests of our associates, customers, and
shareholders.
                                       15

--------------------------------------------------------------------------------


  Table of Contents
                             RESULTS OF OPERATIONS

Non-GAAP Financial Measures

In this section of our report, we present the following non-GAAP financial measures: (1) revenues (excluding fuel surcharge), (2) adjusted income from operations, (3) adjusted operating ratio, and (4) adjusted net income. We also provide reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.



Management believes the use of each of these non-GAAP measures assists investors
in understanding our business by (1) removing the impact of items from our
operating results that, in our opinion, do not reflect our core operating
performance, (2) providing investors with the same information our management
uses internally to assess our core operating performance, and (3) presenting
comparable financial results between periods. In addition, in the case of
revenues (excluding fuel surcharge), we believe the measure is useful to
investors because it isolates volume, price, and cost changes directly related
to industry demand and the way we operate our business from the external factor
of fluctuating fuel prices and the programs we have in place to manage fuel
price fluctuations. Fuel-related costs and their impact on our industry are
important to our results of operations, but they are often independent of other,
more relevant factors affecting our results of operations and our industry.

Although we believe these non-GAAP measures are useful to investors, they have
limitations as analytical tools and may not be comparable to similar measures
disclosed by other companies. You should not consider the non-GAAP measures in
this report in isolation or as substitutes for, or alternatives to, analysis of
our results as reported under GAAP. The exclusion of unusual or infrequent items
or other adjustments reflected in the non-GAAP measures should not be construed
as an inference that our future results will not be affected by unusual or
infrequent items or by other items similar to such adjustments. Our management
compensates for these limitations by relying primarily on our GAAP results in
addition to using the non-GAAP measures.

Enterprise Summary



The following table includes key GAAP and non-GAAP financial measures for the
consolidated enterprise. Adjustments to arrive at non-GAAP measures are made at
the enterprise level, with the exception of fuel surcharge revenues, which are
not included in segment revenues.
                                                  Three Months Ended               Six Months Ended
                                                       June 30,                        June 30,
(in millions, except ratios)                     2021            2020            2021            2020
Operating revenues                           $ 1,360.8       $ 1,032.8       $ 2,589.4       $ 2,151.9
Revenues (excluding fuel surcharge) (1)        1,250.6           964.1         2,389.0         1,980.2
Income from operations                           125.8            63.4           202.0           118.3
Adjusted income from operations (2)              125.8            63.6           202.0           117.3
Operating ratio                                   90.8  %         93.9  %         92.2  %         94.5  %
Adjusted operating ratio (3)                      89.9  %         93.4  %         91.5  %         94.1  %
Net income                                   $   106.5       $    46.5       $   161.3       $    90.3
Adjusted net income (4)                          106.5            46.7           161.3            89.6


(1)We define "revenues (excluding fuel surcharge)" as operating revenues less
fuel surcharge revenues, which are excluded from revenues at the segment level.
Included below is a reconciliation of operating revenues, the most closely
comparable GAAP financial measure, to revenues (excluding fuel surcharge).
(2)We define "adjusted income from operations" as income from operations,
adjusted to exclude material items that do not reflect our core operating
performance. Included below is a reconciliation of income from operations, which
is the most directly comparable GAAP measure, to adjusted income from
operations. Excluded items for the periods shown are explained in the table and
notes below.
(3)We define "adjusted operating ratio" as operating expenses, adjusted to
exclude material items that do not reflect our core operating performance,
divided by revenues (excluding fuel surcharge). Included below is a
reconciliation of operating ratio, which is the most directly comparable GAAP
measure, to adjusted operating ratio. Excluded items for the periods shown are
explained below under our explanation of "adjusted income from operations."
(4)We define "adjusted net income" as net income, adjusted to exclude material
items that do not reflect our core operating performance. Included below is a
reconciliation of net income, which is the most directly comparable GAAP
measure, to adjusted net income. Excluded items for the periods shown are
explained below under our explanation of "adjusted income from operations."
                                       16

--------------------------------------------------------------------------------
  Table of Contents
Revenues (excluding fuel surcharge)
                                             Three Months Ended             Six Months Ended
                                                  June 30,                      June 30,
(in millions)                               2021           2020           2021           2020
Operating revenues                       $ 1,360.8      $ 1,032.8      $ 2,589.4      $ 2,151.9
Less: Fuel surcharge revenues                110.2           68.7         

200.4 171.7 Revenues (excluding fuel surcharge) $ 1,250.6 $ 964.1 $ 2,389.0 $ 1,980.2

Adjusted income from operations


                                           Three Months Ended              Six Months Ended
                                                June 30,                       June 30,
(in millions)                               2021             2020         2021          2020
Income from operations               $     125.8           $ 63.4      $   202.0      $ 118.3

Restructuring-net (1)                          -              0.2              -         (1.0)
Adjusted income from operations      $     125.8           $ 63.6      $   

202.0 $ 117.3

(1)Activity associated with the shutdown of the FTFM service offering.



Adjusted operating ratio
                                              Three Months Ended               Six Months Ended
                                                   June 30,                        June 30,
(in millions, except ratios)                 2021            2020            2021            2020
Total operating expenses                 $ 1,235.0       $   969.4       $ 2,387.4       $ 2,033.6
Divide by: Operating revenues              1,360.8         1,032.8         2,589.4         2,151.9
Operating ratio                               90.8  %         93.9  %         92.2  %         94.5  %

Total operating expenses                 $ 1,235.0       $   969.4       $ 2,387.4       $ 2,033.6
Adjusted for:
Fuel surcharge revenues                     (110.2)          (68.7)         (200.4)         (171.7)

Restructuring-net                                -            (0.2)              -             1.0
Adjusted total operating expenses        $ 1,124.8       $   900.5       $ 2,187.0       $ 1,862.9

Operating revenues                       $ 1,360.8       $ 1,032.8       $ 2,589.4       $ 2,151.9
Less: Fuel surcharge revenues                110.2            68.7           200.4           171.7
Revenues (excluding fuel surcharge)      $ 1,250.6       $   964.1       $ 2,389.0       $ 1,980.2

Adjusted operating ratio                      89.9  %         93.4  %         91.5  %         94.1  %



Adjusted net income
                                                            Three Months Ended                          Six Months Ended
                                                                 June 30,                                   June 30,
(in millions)                                            2021                  2020                 2021                2020
Net income                                        $     106.5              $     46.5          $     161.3          $     90.3

Restructuring-net                                           -                     0.2                    -                (1.0)

Income tax effect of non-GAAP adjustments
(1)                                                         -                       -                    -                 0.3
Adjusted net income                               $     106.5              $     46.7          $     161.3          $     89.6


(1)Our estimated tax rate on non-GAAP items is determined annually using the
applicable consolidated federal and state effective tax rate, modified to remove
the impact of tax credits and adjustments that are not applicable to the
specific items. Due to differences in the tax treatment of items excluded from
non-GAAP income, as well as the methodology applied to our estimated annual tax
rates as described above, our estimated tax rate on non-GAAP items may differ
from our GAAP tax rate and from our actual tax liabilities.
                                       17

--------------------------------------------------------------------------------

Table of Contents Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

Enterprise Results Summary



Enterprise net income increased $60.0 million, approximately 129%, in the second
quarter of 2021 compared to the same quarter in 2020, primarily due to a $62.4
million increase in income from operations, partially offset by the
corresponding increase in income taxes. In addition, the second quarter of 2021
included a $20.2 million pre-tax gain on our ownership interest in TuSimple
compared to a $2.7 million pre-tax gain on our ownership interest in PSI in the
second quarter of 2020.

Adjusted net income increased $59.8 million, approximately 128%.

Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues increased $328.0 million, approximately 32%, in the second quarter of 2021 compared to the same quarter in 2020.



Factors contributing to the increase were as follows:
•a $199.8 million increase in Logistics segment revenues (excluding fuel
surcharge) due to an increase in revenue per order and volume growth;
•a $55.0 million increase in Intermodal segment revenues (excluding fuel
surcharge) due to an improvement in revenue per order and an increase in orders
despite network fluidity constraints;
•a $41.5 million increase in fuel surcharge revenues resulting from an increase
in fuel prices in the second quarter of 2021 compared to the same quarter in
2020 (for example, based on information reported by the U.S. Department of
Energy, the average diesel price per gallon in the U.S. increased by 31% between
such periods) and an increase in Intermodal volumes, partially offset by a
decrease in Truckload volumes; and
•a $24.1 million increase in Truckload segment revenues (excluding fuel
surcharge) resulting from improved revenue per truck per week, partially offset
by lower volumes due to driver capacity constraints.

Enterprise revenues (excluding fuel surcharge) increased $286.5 million, approximately 30%.

Enterprise Income from Operations and Operating Ratio



Enterprise income from operations increased $62.4 million, approximately 98%, in
the second quarter of 2021 compared to the same quarter in 2020, primarily due
to an increase in net revenue per order in Logistics, revenue per truck per week
in Truckload, and revenue per order in Intermodal; as well as favorability in
equipment dispositions and insurance costs. Increases in revenue per truck per
week in Truckload and revenue per order in Intermodal resulted from favorable
2021 market conditions compared to the unfavorable impacts of COVID-19 in the
prior year. The above factors were partially offset by an increase in driver
costs and a reduction in Truckload freight volumes due to driver capacity
constraints.

Adjusted income from operations increased $62.2 million, approximately 98%.



Enterprise operating ratio improved on both a GAAP and adjusted basis when
compared to the second quarter of 2020. Among other factors, our operating ratio
can be negatively impacted by changes in portfolio mix when our higher operating
ratio, less asset-focused Logistics segment grows faster than our lower
operating ratio, capital-intensive Truckload segment.

Enterprise Operating Expenses



Key operating expense fluctuations are described below.
•Purchased transportation increased $212.5 million, or 49%, quarter over
quarter, primarily due to increased third party carrier costs within Logistics
attributable to higher purchased transportation per order and volume growth and,
within Intermodal, higher rail purchased transportation resulting from an
increase in both rail orders and costs.
•Salaries, wages, and benefits increased $27.8 million, or 11%, quarter over
quarter, primarily due to an increase in Logistics salaries and wages, driver
pay, and performance-based incentive compensation. The increase in Logistics
salaries and wages was primarily due to an increase in sales commissions and
headcount, while the increase in driver pay was largely the result of pay
increases and actions to mitigate driver capacity constraints.
                                       18

--------------------------------------------------------------------------------
  Table of Contents
•Fuel and fuel taxes for company trucks increased $27.9 million, or 66%, quarter
over quarter, driven primarily by an increase in cost per gallon. A significant
portion of fuel costs are recovered through our fuel surcharge programs.
•Operating supplies and expenses decreased $1.9 million, or 2%, quarter over
quarter, largely a result of a $15.1 million favorable change in equipment
dispositions driven by a strong used equipment market and the strength of our
nationwide maintenance network in facilitating equipment sales. Favorability in
equipment dispositions was partially offset by an increase in equipment rental
expense due to port congestion, higher cost of goods sold as a result of
increased lease activity by our leasing business, and additional rail storage
expenses caused by network fluidity constraints.
•Insurance and related expenses decreased $11.3 million, or 40%, quarter over
quarter, primarily due to favorability in auto liability resulting from a
decrease in claims severity and frequency.
•Other general expenses increased $9.9 million, or 44%, quarter over quarter,
primarily due to higher driver onboarding costs resulting from a constrained
driver pool compared to favorable driver turnover in 2020 during the pandemic.
The remaining increase was largely related to costs associated with software
development and professional services.

Total Other Expenses (Income)



Total other income increased $17.7 million in the second quarter of 2021
compared to the same quarter in 2020, mainly resulting from a $20.2 million
pre-tax gain on our ownership interest in TuSimple in the second quarter of 2021
compared to a $2.7 million pre-tax gain on our ownership interest in PSI in the
second quarter of 2020. See Note 5, Investments, for more information on our
investments in TuSimple and PSI.

Income Tax Expense



Our provision for income taxes increased $20.1 million, approximately 124%, in
the second quarter of 2021 compared to the same quarter in 2020 due to higher
taxable income. The effective income tax rate was 25.4% for the three months
ended June 30, 2021 compared to 25.8% for the same quarter last year. Our
provision for income taxes may fluctuate in future periods to the extent there
are changes to tax laws and regulations.

Revenues and Income from Operations by Segment

The following tables summarize revenues and income from operations by segment.


                                           Three Months Ended
                                                June 30,
Revenues by Segment (in millions)         2021           2020
Truckload                              $   475.2      $   451.1
Intermodal                                 274.0          219.0
Logistics                                  430.7          230.9
Other                                       88.5           89.8
Fuel surcharge                             110.2           68.7
Inter-segment eliminations                 (17.8)         (26.7)
Operating revenues                     $ 1,360.8      $ 1,032.8



                                                            Three Months Ended
                                                                 June 30,
Income from Operations by Segment (in millions)              2021             2020
Truckload                                             $      73.6           $ 40.5
Intermodal                                                   34.9             11.0
Logistics                                                    17.0              8.2
Other                                                         0.3              3.7
Income from operations                                      125.8             63.4
Adjustments:

Restructuring-net                                               -              0.2
Adjusted income from operations                       $     125.8           $ 63.6


                                       19

--------------------------------------------------------------------------------

Table of Contents We monitor and analyze a number of KPIs in order to manage our business and evaluate our financial and operating performance. Below are our KPIs by segment.

Truckload



The following table presents the KPIs for our Truckload segment for the periods
indicated, consistent with how revenues and expenses are reported internally for
segment purposes. Descriptions of the two operations that make up our Truckload
segment are as follows:
•Dedicated - Transportation services with equipment devoted to customers under
long-term contracts.
•Network - Transportation services of one-way shipments.
                                                 Three Months Ended
                                                      June 30,
                                                 2021           2020

Dedicated

Revenues (excluding fuel surcharge) (1) $ 198.5 $ 172.2 Average trucks (2) (3)

                           4,156         3,891
Revenue per truck per week (4)               $   3,719       $ 3,448

Network

Revenues (excluding fuel surcharge) (1) $ 276.8 $ 279.3 Average trucks (2) (3)

                           5,131         6,350
Revenue per truck per week (4)               $   4,201       $ 3,426

Total Truckload Revenues (excluding fuel surcharge) (5) $ 475.2 $ 451.1 Average trucks (2) (3)

                           9,287        10,241
Revenue per truck per week (4)               $   3,985       $ 3,434
Average company trucks (3)                       6,930         7,366
Average owner-operator trucks (3)                2,357         2,875
Trailers (6)                                    36,519        36,141
Operating ratio (7)                               84.5  %       91.0  %


(1)Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
(2)Includes company and owner-operator trucks.
(3)Calculated based on beginning and end of month counts and represents the
average number of trucks available to haul freight over the specified timeframe.
(4)Calculated excluding fuel surcharge and revenue in transit, consistent with
how revenue is reported internally for segment purposes, using weighted
workdays.
(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit
at the operating segment level and, therefore does not sum with amounts
presented above.
(6)Includes entire fleet of owned trailers, including trailers with leasing
arrangements between Truckload and Logistics.
(7)Calculated as segment operating expenses divided by segment revenues
(excluding fuel surcharge) including revenue in transit and related expenses at
the operating segment level.

Truckload revenues (excluding fuel surcharge) increased $24.1 million,
approximately 5%, in the second quarter of 2021 compared to the same quarter in
2020. The increase was primarily due to an improvement in price, partially
offset by an 8% decline in volume. Revenue per truck per week increased $551, or
16%, quarter over quarter, as a result of a 16% increase in rate per loaded mile
driven by higher spot and contracted rates. Volume decreased mainly due to
continued driver capacity constraints within our network business, partially
offset by growth within our dedicated business.

Truckload income from operations increased $33.1 million, approximately 82%, in
the second quarter of 2021 compared to the same quarter in 2020, primarily due
to spot market opportunities and contract renewals, in addition to a $13.5
million favorable change in equipment dispositions and a reduction in auto
liability costs. These items were partially offset by the earnings impact of
reduced volume, noted above, and an increase in driver-related costs.

                                       20

--------------------------------------------------------------------------------
  Table of Contents
Intermodal

The following table presents the KPIs for our Intermodal segment for the periods
indicated.
                               Three Months Ended
                                    June 30,
                               2021           2020
Orders (1)                   113,894        98,362
Containers                    22,179        21,172
Trucks (2)                     1,729         1,508
Revenue per order (3)      $   2,399       $ 2,145
Operating ratio (4)             87.3  %       95.0  %


(1)Based on delivered rail orders.
(2)Includes company and owner-operator trucks at the end of the period.
(3)Calculated using rail revenues excluding fuel surcharge and revenue in
transit, consistent with how revenue is reported internally for segment
purposes.
(4)Calculated as segment operating expenses divided by segment revenues
(excluding fuel surcharge) including revenue in transit and related expenses at
the operating segment level.

Intermodal revenues (excluding fuel surcharge) increased $55.0 million,
approximately 25%, in the second quarter of 2021 compared to the same quarter in
2020. The increase was primarily due to a $254, or 12%, improvement in revenue
per order resulting mainly from favorable customer rate renewals and premium
opportunities, partially offset by growth in the East, which has a shorter
length of haul. Also contributing to the increase in revenues was a 16% increase
in orders driven by favorable market demand conditions, despite capacity
constraints and supply chain inefficiencies.

Intermodal income from operations increased $23.9 million in the second quarter
of 2021 compared to the same quarter in 2020, driven by the factors affecting
revenue discussed above, partially offset by higher rail and driver-related
costs mainly due to network fluidity and capacity challenges.

Logistics



The following table presents the KPI for our Logistics segment for the periods
indicated.
                               Three Months Ended
                                    June 30,
                                2021              2020
Operating ratio (1)                  96.1  %     96.4  %

(1)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.



Logistics revenues (excluding fuel surcharge) increased $199.8 million,
approximately 87%, in the second quarter of 2021 compared to the same quarter in
2020, primarily driven by an increase in revenue per order and volume growth of
23% within our brokerage business due to favorable market conditions and
expansion of our digital platform.

Logistics income from operations increased $8.8 million, approximately 107%, in
the second quarter of 2021 compared to the same quarter in 2020. Net revenue per
order improvements within our brokerage business and the volume growth cited
above both contributed to the increase in income from operations quarter over
quarter.

Other

Other income from operations decreased $3.4 million, approximately 92%, in the
second quarter of 2021 compared to the same quarter in 2020. The decrease was
primarily driven by an increase in performance-based incentive compensation,
partially offset by an increase in income from operations from our leasing
business due to increased lease activity quarter over quarter.

                                       21

--------------------------------------------------------------------------------
  Table of Contents
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Enterprise Results Summary



Enterprise net income increased $71.0 million, approximately 79%, in the six
months ended June 30, 2021 compared to the same period in 2020, primarily due to
an $83.7 million increase in income from operations, partially offset by the
corresponding increase in income taxes. In addition, the six months ended June
30, 2021 included a $20.2 million pre-tax gain on our ownership interest in
TuSimple compared to an $8.8 million pre-tax gain on our ownership interest in
PSI in the six months ended June 30, 2020.

Adjusted net income increased $71.7 million, approximately 80%.

Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues increased $437.5 million, approximately 20%, in the six months ended June 30, 2021 compared to the same period in 2020.



Factors contributing to the increase were as follows:
•a $316.1 million increase in Logistics segment revenues (excluding fuel
surcharge) due to an increase in revenue per order and volume growth;
•a $72.8 million increase in Intermodal segment revenues (excluding fuel
surcharge) due to an improvement in revenue per order and an increase in orders
despite network fluidity constraints;
•a $28.7 million increase in fuel surcharge revenues resulting from an increase
in fuel prices in the first half of 2021 compared to the same period in 2020
(for example, based on information reported by the U.S. Department of Energy,
the average diesel price per gallon in the U.S. increased by 13% between such
periods) and an increase in Intermodal volumes, partially offset by a decrease
in Truckload volumes; and
•a $6.4 million increase in Truckload segment revenues (excluding fuel
surcharge) resulting from improved revenue per truck per week, partially offset
by lower volumes due to driver capacity constraints and first quarter weather
conditions.

Enterprise revenues (excluding fuel surcharge) increased $408.8 million, approximately 21%.

Enterprise Income from Operations and Operating Ratio



Enterprise income from operations increased $83.7 million, approximately 71%, in
the six months ended June 30, 2021 compared to the same period in 2020,
primarily due to an increase in net revenue per order in Logistics, revenue per
truck per week in Truckload, and revenue per order in Intermodal; as well as
favorability in equipment dispositions and insurance costs. Increases in revenue
per truck per week in Truckload and revenue per order in Intermodal resulted
from favorable 2021 market conditions compared to the unfavorable impacts of
COVID-19 in the prior year. The above factors were partially offset by an
increase in driver costs and a reduction in Truckload freight volumes due to
driver capacity constraints and first quarter weather conditions.

Adjusted income from operations increased $84.7 million, approximately 72%.



Enterprise operating ratio improved on both a GAAP and adjusted basis when
compared to the same period of 2020. Among other factors, our operating ratio
can be negatively impacted by changes in portfolio mix when our higher operating
ratio, less asset-focused Logistics segment grows faster than our lower
operating ratio, capital-intensive Truckload segment.

Enterprise Operating Expenses



Key operating expense fluctuations are described below.
•Purchased transportation costs increased $291.4 million, or 32%, period over
period, primarily due to increased third party carrier costs within Logistics
due to higher purchased transportation per order and volume growth and, in
Intermodal, higher rail purchased transportation resulting from an increase in
both rail orders and costs. These items were partially offset by reduced
owner-operator costs within Truckload primarily resulting from fewer
owner-operators.
                                       22

--------------------------------------------------------------------------------
  Table of Contents
•Salaries, wages, and benefits increased $30.5 million, or 6%, period over
period, primarily due to an increase in Logistics salaries and wages,
performance-based incentive compensation, and driver pay. The increase in
Logistics salaries and wages was primarily due to an increase in sales
commissions and headcount, while the increase in driver pay was largely the
result of pay increases and actions to mitigate driver capacity constraints.
•Fuel and fuel taxes for company trucks increased $30.8 million, or 30%, period
over period, driven primarily by an increase in cost per gallon. A significant
portion of fuel costs are recovered through our fuel surcharge programs.
•Depreciation and amortization increased $4.2 million, or 3%, period over
period, primarily driven by an increase in amortization related to capitalized
software.
•Operating supplies and expenses increased $2.2 million, or 1%, period over
period, driven by an increase in equipment rental expense due to port
congestion, as well as higher rail storage and maintenance expenses resulting
from network fluidity constraints and poor first quarter weather conditions.
Higher cost of goods sold due to an increase in lease activity by our leasing
business and immaterial increases in a variety of other operating-related areas
also contributed to the increase in operating supplies and expenses period over
period. These items were partially offset by favorability of $19.8 million in
equipment dispositions due to a strong used equipment market and the strength of
our nationwide maintenance network in facilitating equipment sales.
•Insurance and related expenses decreased $16.1 million, or 28%, period over
period, primarily due to favorability in auto liability resulting from a
decrease in claims severity and frequency.
•Other general expenses increased $9.8 million, or 19%, period over period,
primarily due to an increase in costs associated with software development and
professional services. The remaining increase is attributable to higher driver
onboarding costs resulting from a constrained driver pool compared to favorable
driver turnover in 2020 during the pandemic.

Total Other Expenses (Income)



Total other income increased $10.9 million in the six months ended June 30, 2021
compared to the same period in 2020, primarily from a $20.2 million pre-tax gain
on our ownership interest in TuSimple in the six months ended June 30, 2021
compared to an $8.8 million pre-tax gain on our ownership interest in PSI in the
six months ended June 30, 2020. See Note 5, Investments, for more information on
our investments in TuSimple and PSI.

Income Tax Expense



Our provision for income taxes increased $23.6 million, approximately 77%, in
the six months ended June 30, 2021 compared to the same period in 2020 due to
higher taxable income. The effective income tax rate was 25.2% for the six
months ended June 30, 2021 compared to 25.4% for the same period last year. Our
provision for income taxes may fluctuate in future periods to the extent there
are changes to tax laws and regulations.

Revenues and Income from Operations by Segment

The following tables summarize revenue and income from operations by segment.


                                            Six Months Ended
                                                June 30,
Revenues by Segment (in millions)         2021           2020
Truckload                              $   926.9      $   920.5
Intermodal                                 529.8          457.0
Logistics                                  786.6          470.5
Other                                      186.9          189.2
Fuel surcharge                             200.4          171.7
Inter-segment eliminations                 (41.2)         (57.0)
Operating revenues                     $ 2,589.4      $ 2,151.9



                                       23

--------------------------------------------------------------------------------

Table of Contents


                                                          Six Months Ended
                                                              June 30,
Income from Operations by Segment (in millions)          2021          2020
Truckload                                             $   111.9      $  77.1
Intermodal                                                 54.9         27.3
Logistics                                                  32.9         12.4
Other                                                       2.3          1.5
Income from operations                                    202.0        118.3
Adjustments:

Restructuring-net                                             -         (1.0)
Adjusted income from operations                       $   202.0      $ 

117.3

We monitor and analyze a number of KPIs in order to manage our business and evaluate our financial and operating performance. Below are our KPIs by segment.

Truckload



The following table presents the KPIs for our Truckload segment for the periods
indicated, consistent with how revenues and expenses are reported internally for
segment purposes. Descriptions of the two operations that make up our Truckload
segment are as follows:
•Dedicated - Transportation services with equipment devoted to customers under
long-term contracts.
•Network - Transportation services of one-way shipments.
                                                    Six Months Ended
                                                        June 30,
                                                   2021          2020

Dedicated

Revenues (excluding fuel surcharge) (1) $ 383.3 $ 348.3


   Average trucks (2) (3)                         4,140         3,898
   Revenue per truck per week (4)               $ 3,622       $ 3,475

Network

Revenues (excluding fuel surcharge) (1) $ 541.7 $ 571.1


   Average trucks (2) (3)                         5,272         6,325
   Revenue per truck per week (4)               $ 4,020       $ 3,511

Total Truckload


   Revenues (excluding fuel surcharge) (5)      $ 926.9       $ 920.5
   Average trucks (2) (3)                         9,412        10,223
   Revenue per truck per week (4)               $ 3,845       $ 3,497
   Average company trucks (3)                     6,995         7,339
   Average owner-operator trucks (3)              2,417         2,884
   Trailers (6)                                  36,519        36,141
   Operating ratio (7)                             87.9  %       91.6  %


(1)Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
(2)Includes company and owner-operator trucks.
(3)Calculated based on beginning and end of month counts and represents the
average number of trucks available to haul freight over the specified timeframe.
(4)Calculated excluding fuel surcharge and revenue in transit, consistent with
how revenue is reported internally for segment purposes, using weighted
workdays.
(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit
at the operating segment level and, therefore does not sum with amounts
presented above.
(6)Includes entire fleet of owned trailers, including trailers with leasing
arrangements between Truckload and Logistics.
(7)Calculated as segment operating expenses divided by segment revenues
(excluding fuel surcharge) including revenue in transit and related expenses at
the operating segment level.

                                       24

--------------------------------------------------------------------------------
  Table of Contents
Truckload revenues (excluding fuel surcharge) increased $6.4 million,
approximately 1%, in the six months ended June 30, 2021 compared to the same
period in 2020 as an improvement in price was partially offset by a 10% decline
in volume. Revenue per truck per week increased $348, or 10%, period over
period, due to a 13% improvement in rate per loaded mile driven by higher spot
and contracted rates, partially offset by reduced productivity largely due to
weather in the first quarter of 2021. While growth was experienced within our
dedicated business, continued driver capacity constraints and weather
contributed to the overall reduction in order volumes.

Truckload income from operations increased $34.8 million, approximately 45%, in
the six months ended June 30, 2021 compared to the same period in 2020. The
increase period over period was primarily due to spot market opportunities and
contract renewals, in addition to a $17.3 million favorable change in equipment
dispositions and a reduction in auto liability costs, despite the earnings
impact of reduced volume noted above.

Intermodal



The following table presents the KPIs for our Intermodal segment for the periods
indicated.
                                Six Months Ended
                                    June 30,
                              2021           2020
Orders (1)                  222,679        204,949
Containers                   22,179         21,172
Trucks (2)                    1,729          1,508
Revenue per order (3)      $  2,351       $  2,160
Operating ratio (4)            89.6  %        94.0  %


(1)Based on delivered rail orders.
(2)Includes company and owner-operator trucks at the end of the period.
(3)Calculated using rail revenues excluding fuel surcharge and revenue in
transit, consistent with how revenue is reported internally for segment
purposes.
(4)Calculated as segment operating expenses divided by segment revenues
(excluding fuel surcharge) including revenue in transit and related expenses at
the operating segment level.

Intermodal revenues (excluding fuel surcharge) increased $72.8 million,
approximately 16%, in the six months ended June 30, 2021 compared to the same
period in 2020. Contributing to the increase was a $191, or 9%, improvement in
revenue per order, driven primarily by customer rate renewals and premium
opportunities, partially offset by growth in the East which has a shorter length
of haul. Orders also increased 9% due to favorable market demand conditions,
despite capacity constraints, supply chain inefficiencies, and weather impacts
experienced in the first quarter of 2021.

Intermodal income from operations increased $27.6 million, approximately 101%,
in the six months ended June 30, 2021 compared to the same period in 2020,
mainly the result of factors affecting revenue discussed above, partially offset
by the impact of network fluidity and capacity challenges on rail and
driver-related costs.

Logistics



The following table presents the KPI for our Logistics segment for the periods
indicated.
                               Six Months Ended
                                   June 30,
                               2021             2020
Operating ratio (1)                95.8  %     97.4  %

(1)Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.



Logistics revenues (excluding fuel surcharge) increased $316.1 million,
approximately 67%, in the six months ended June 30, 2021 compared to the same
period in 2020, primarily resulting from an increase in revenue per order and
volume growth of 17% within our brokerage business due to favorable market
conditions and expansion of our digital platform.

Logistics income from operations increased $20.5 million in the six months ended
June 30, 2021 compared to the same period in 2020, primarily due to net revenue
per order improvements within our brokerage business and volume growth, as cited
above.

                                       25

--------------------------------------------------------------------------------
  Table of Contents
Other

Other income from operations increased $0.8 million, approximately 53%, in the
six months ended June 30, 2021, compared to the same period in 2020. The change
was primarily driven by an increase in income from operations from our leasing
business due to increased lease activity, partially offset by an increase in
performance-based incentive compensation period over period.

                        LIQUIDITY AND CAPITAL RESOURCES

Our primary uses of cash are working capital requirements, capital expenditures,
dividend payments, and debt service requirements. Additionally, we may use cash
for acquisitions and other investing and financing activities. Working capital
is required principally to ensure we are able to run the business and have
sufficient funds to satisfy maturing short-term debt and operational expenses.
Our capital expenditures consist primarily of transportation equipment and
information technology.

Historically, our primary source of liquidity has been cash flow from
operations. In addition, we have a $250.0 million revolving credit facility and
a $200.0 million accounts receivable facility, for which our available capacity
as of June 30, 2021 was $375.8 million. We anticipate that cash generated from
operations, together with amounts available under our credit facilities, will be
sufficient to meet our requirements for the foreseeable future. To the extent
additional funds are necessary to meet our long-term liquidity needs as we
continue to execute our business strategy, we anticipate that we will obtain
these funds through additional borrowings, equity offerings, or a combination of
these potential sources of liquidity. Our ability to fund future operating
expenses and capital expenditures, as well as our ability to meet future debt
service obligations or refinance our indebtedness, will depend on our future
operating performance, which will be affected by general economic, financial,
and other factors beyond our control.

The following table presents our cash and cash equivalents, marketable securities, and outstanding debt as of the dates shown. (in millions)

                                                       June 30, 2021           December 31, 2020
Cash and cash equivalents                                         $        490.5          $            395.5
Marketable securities                                                       49.1                        47.1
Total cash, cash equivalents, and marketable securities           $        539.6          $            442.6

Debt:
Senior notes                                                      $        305.0          $            305.0
Finance leases                                                               2.9                         2.0
Total debt (1)                                                    $        307.9          $            307.0

(1)Debt on the consolidated balance sheets is presented net of deferred financing costs.

Debt



At June 30, 2021, we were in compliance with all financial covenants under our
credit agreements and the agreements governing our senior notes. See Note 7,
Debt and Credit Facilities, for information about our financing arrangements.

Cash Flows

The following table summarizes the changes to our cash flows provided by (used in) operating, investing, and financing activities for the periods indicated.


                                                  Six Months Ended
                                                      June 30,
(in millions)                                    2021          2020

Cash provided by operating activities $ 255.0 $ 319.8 Cash used in investing activities

                (134.9)      (110.1)
Cash used in financing activities                 (25.1)       (47.5)



                                       26

--------------------------------------------------------------------------------
  Table of Contents
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Operating Activities



Cash provided by operating activities decreased $64.8 million, approximately
20%, in the first six months of 2021 compared to the same period in 2020. The
decrease was driven by an increase in cash used for working capital, partially
offset by an increase in net income adjusted for various noncash charges.
Working capital changes which decreased net cash provided by operating
activities were primarily an increase in trade accounts receivable, which
increased proportionate to revenue growth, and a decrease in other liabilities
primarily related to the timing of tax payments during the six months ended June
30, 2021 compared to 2020.

Investing Activities

Cash used in investing activities increased $24.8 million, approximately 23%, in
the first six months of 2021 compared to the same period in 2020. The increase
in cash used was primarily driven by an increase in net capital expenditures.

Capital Expenditures



The following table sets forth our net capital expenditures for the periods
indicated.
                                                         Six Months Ended
                                                             June 30,
(in millions)                                            2021          2020
Transportation equipment                             $    153.6      $ 83.3
Other property and equipment                               22.5        25.0
Proceeds from sale of property and equipment              (76.6)      (29.6)
Net capital expenditures                             $     99.5      $ 78.7



Net capital expenditures increased $20.8 million in the first six months of 2021
compared to the same period in 2020. The increase was driven by a $70.3 million
increase in purchases of transportation equipment mainly due to replacement
capital and reduced fleet age, partially offset by a $47.0 million increase in
proceeds from the sale of property and equipment primarily resulting from
increased tractor and trailer sales and an increase in proceeds per unit.

Financing Activities



Cash used in financing activities decreased $22.4 million, approximately 47%, in
the first six months of 2021 compared to the same period in 2020. The main
driver of the decrease in cash used was the $25.0 million repayment of private
placement notes in March 2020.

Other Considerations that Could Affect Our Results, Liquidity, or Capital Resources

Investment in TuSimple



On January 12, 2021, the Company purchased a $5.0 million non-controlling
interest in TuSimple. Upon completion of its initial public offering in April
2021, our investment in TuSimple was converted into Class A common shares and is
being accounted for under ASC 321, Investments - Equity Securities, with
subsequent changes in share price recorded in other income on the consolidated
statements of comprehensive income. In the three and six months ended June 30,
2021, the Company recognized pre-tax gains of $20.2 million on its investment in
TuSimple. Due to the volatility of the global markets and the potential for high
volatility of public equity prices of technology-related companies, we expect
the value of our investment to fluctuate which could materially affect our
financial condition and results of operations.

COVID-19



Despite disruptions in the financial markets due to COVID-19, we have been able
to fund our liquidity needs to date. We believe we are in a strong liquidity
position with a cash, cash equivalents, and marketable securities balance of
$539.6 million and $375.8 million of unused credit capacity as of June 30, 2021.
Our outstanding debt as of the end of the quarter was $307.9 million, of which
$100.7 million is short-term in nature. We are compliant with all financial
covenants under our credit agreements and do not anticipate the need to seek
additional capital as a result of COVID-19.
                                       27

--------------------------------------------------------------------------------
  Table of Contents
Factors that Could Result in a Goodwill Impairment

Goodwill is tested for impairment at least annually using the discounted cash
flow, guideline public company, and guideline merged and acquired company
methods in calculating the fair values of our reporting units. Key inputs used
in the discounted cash flow approach include growth rates for sales and
operating profit, perpetuity growth assumptions, and discount rates. As interest
rates rise, the calculated fair values of our reporting units will decrease,
which could impact the results of our goodwill impairment tests.

We will perform our annual evaluation of goodwill for impairment as of October
31, 2021, with such analysis expected to be finalized during the fourth quarter.
As part of our annual process of updating our goodwill impairment evaluation, we
will assess the impact of current operating results and our resulting management
actions to determine whether they have an impact on the long-term valuation of
reporting units and the related recoverability of our goodwill. See further
discussion in Note 6, Goodwill.

Off-Balance Sheet Arrangements

As of June 30, 2021, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations



See the disclosure under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Contractual Obligations" in our
Annual Report on Form 10-K for the year ended December 31, 2020 for our
contractual obligations as of December 31, 2020. There were no material changes
to our contractual obligations during the six months ended June 30, 2021.

                         CRITICAL ACCOUNTING ESTIMATES

We have reviewed our critical accounting policies and considered whether new
critical accounting estimates or other significant changes to our accounting
policies require additional disclosures. We have found that the disclosures made
in our Annual Report on Form 10-K for the year ended December 31, 2020 are still
current and that there have been no significant changes.

© Edgar Online, source Glimpses