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Schneider National, Inc. (Exact Name of Registrant As Specified in Its Charter) ______ Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________________________ FORM 10-K _____________________________________________________________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38054 _____________________________________________________________________________ Schneider National, Inc. (Exact Name of Registrant as Specified in Its Charter) _____________________________________________________________________________ Wisconsin 39-1258315 (State of Incorporation) (IRS Employer Identification No.) 3101 South Packerland Drive Green Bay, Wisconsin 54313 (Address of Registrant’s Principal Executive Offices and Zip Code) (920) 592-2000 (Registrant’s Telephone Number, Including Area Code) _____________________________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Class B common stock, no par value SNDR New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of Class B common stock held by non-affiliates on June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $1,280.3 million. The registrant’s Class A common stock is not listed on a national securities exchange or traded in an organized over-the-counter market, but each share of the registrant’s Class A common stock is convertible into one share of the registrant’s Class B common stock. As of February 17, 2021, the registrant had 83,029,500 shares of Class A common stock, no par value, outstanding and 94,324,846 shares of Class B common stock, no par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the registrant’s 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. Table of Contents SCHNEIDER NATIONAL, INC. ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2020 TABLE OF CONTENTS Page PART I. ITEM 1. Business 1 ITEM 1A. Risk Factors 8 ITEM 1B. Unresolved Staff Comments 18 ITEM 2. Properties 18 ITEM 3. Legal Proceedings 19 ITEM 4. Mine Safety Disclosures 19 PART II. ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity 20 Securities ITEM 6. Selected Financial Data 21 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 35 ITEM 8. Financial Statements and Supplementary Data 37 Reports of Independent Registered Public Accounting Firm 37 Consolidated Statements of Comprehensive Income 40 Consolidated Balance Sheets 41 Consolidated Statements of Cash Flows 42 Consolidated Statements of Shareholders’ Equity 43 Notes to Consolidated Financial Statements 44 Page Note 1 Summary of Significant Accounting Policies 44 Note 2 Trade Accounts Receivable and Allowance 48 Note 3 Revenue Recognition 48 Note 4 Fair Value 51 Note 5 Investments 53 Note 6 Goodwill 54 Note 7 Debt and Credit Facilities 54 Note 8 Leases 55 Note 9 Income Taxes 59 Note 10 Common Equity 61 Note 11 Employee Benefit Plans 62 Note 12 Share-Based Compensation 62 Note 13 Other Long-Term Incentive Compensation 66 Note 14 Commitments and Contingencies 66 Note 15 Segment Reporting 67 Note 16 Restructuring 68 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 69 ITEM 9A. Controls and Procedures 69 ITEM 9B. Other Information 69 i Table of Contents PART III. ITEM 10. Directors, Executive Officers, and Corporate Governance 70 ITEM 11. Executive Compensation 70 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 70 ITEM 13. Certain Relationships and Related Transactions and Director Independence 71 ITEM 14. Principal Accounting Fees and Services 71 PART IV. ITEM 15. Exhibits and Financial Statement Schedules 72 Signatures 76 ii Table of Contents GLOSSARY OF TERMS 3PL Provider of outsourced logistics services. In logistics and supply chain management, it means a company’s use of third-party businesses, the 3PL(s), to outsource elements of the company’s distribution, fulfillment, and supply chain management services. ARB Air Resources Board ASC Accounting Standards Codification ASU Accounting Standards Update Board Board of Directors CARES Coronavirus Aid, Relief, and Economic Security CAA Clean Air Act CODM Chief Operating Decision Maker COVID-19 Coronavirus disease 2019 DOT Department of Transportation ELD Electronic Logging Devices EPA United States Environmental Protection Agency FLSA Fair Labor Standards Act of 1938 FMCSA Federal Motor Carrier Safety Administration FTFM First to Final Mile operating segment GAAP United States Generally Accepted Accounting Principles GHG Greenhouse Gas HOS Hours of Service IPO Initial Public Offering IRS Internal Revenue Service KPI Key Performance Indicator LIBOR London InterBank Offered Rate LTL Less than Load. LTL carriers pick up and deliver multiple shipments, each typically weighing less than 10,000 pounds, for multiple customers in a single trailer. MLSI Mastery Logistics System, Inc. NAFTA North American Free Trade Agreement NHTSA National Highway Traffic Safety Administration NYSE New York Stock Exchange PSI Platform Science, Inc. SaaS Software as a Service SEC United States Securities and Exchange Commission SOFR Secured Overnight Financing Rate U.S. United States USMCA United States-Mexico-Canada Agreement VTL Van Truckload operating segment WBCL Wisconsin Business Corporation Law WSL Watkins and Shepard Trucking, Inc. and Lodeso, Inc. These businesses were acquired simultaneously in June 2016. iii Table of Contents PART I ITEM 1. BUSINESS References to “notes” are to the notes to consolidated financial statements included in this Annual Report on Form 10-K. Company Overview We are one of the largest providers of surface transportation and logistics solutions in North America. Schneider National, Inc. is a publicly held holding company that, together with our wholly owned subsidiaries, provides safe, reliable, and innovative truckload, intermodal, and logistics services to a diverse group of customers throughout the continental United States, Canada, and Mexico. Unless otherwise indicated by the context, “we,” “us,” “our,” “ours,” the “Company,” and “Schneider” refer to Schneider National, Inc. and its consolidated subsidiaries. We were founded in 1935 and have been a publicly held company since our initial public offering in 2017. Our stock is publicly traded on the NYSE under the ticker symbol SNDR and is included in the Russell 1000 Index. Schneider possesses an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the movement of products timely, safely, and effectively, thus adding value to our customers’ supply chains. Our diversified portfolio of complementary
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