Table of Contents As filed with the Securities and Exchange Commission on December 22, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schneider National, Inc. (Exact Name of Registrant as Specified in Its Charter) Wisconsin 4213 39-1258315 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 3101 Packerland Drive Green Bay, WI 54313 (920) 592-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Christopher B. Lofgren Chief Executive Officer Schneider National, Inc. 3101 Packerland Drive Green Bay, WI 54313 (920) 592-2000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: William J. Whelan, III Paul J. Kardish Kenneth B. Wallach Johnny G. Skumpija General Counsel, Secretary and Executive Vice President Ryan R. Bekkerus Cravath, Swaine & Moore LLP Schneider National, Inc. Simpson Thacher & Bartlett LLP 825 Eighth Avenue 3101 Packerland Drive 425 Lexington Avenue New York, New York 10019 Green Bay, WI 54313 New York, New York 10017 (212) 474-1000 (920) 592-2000 (212) 455-2000 Approximate date of commencement of proposed sale to the public : As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Title Of Each Class Of Aggregate Amount Of Securities To Be Registered Offering Price (1)(2) Registration Fee Class B Common Stock, no par value $100,000,000 $11,590 (1) Includes the offering price of any additional shares of Class B common stock that the underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated December 22, 2016 shares Schneider National, Inc. Class B Common Stock This is Schneider National, Inc.’s initial public offering. We are selling shares of our Class B common stock and the selling shareholders identified in this prospectus are selling shares of our Class B common stock. We will not receive any proceeds from the sale of shares being sold by the selling shareholders. This is our initial public offering and no public market exists for our Class B common stock. We anticipate that the initial public offering price of our Class B common stock will be between $ and $ per share. We intend to apply to list our Class B common stock on The New York Stock Exchange (“NYSE”) under the symbol “SNDR.” Immediately following this offering, we will have two classes of authorized and outstanding common stock, Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to certain voting and conversion rights. The record holder of our Class A common stock, the Schneider National, Inc. Voting Trust, is entitled to ten votes per share and holders of our Class B common stock are entitled to one vote per share. Each share of Class A common stock is convertible into one share of Class B common stock at any time and automatically converts into one share of Class B common stock if it is withdrawn from the Schneider National, Inc. Voting Trust and/or is transferred outside the Schneider family. See “Description of Capital Stock—Class A Common Stock.” Outstanding shares of Class A common stock will represent approximately % of the voting power of our outstanding capital stock following this offering. Immediately following this offering, the Schneider National, Inc. Voting Trust, our controlling shareholder, will continue to control a majority of the votes among all shares eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE. See “Management—Controlled Company Status.” We and the selling shareholders have granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional shares of Class B common stock at the public offering price, less underwriting discounts and commissions. Investing in our Class B common stock involves risks. See “ Risk Factors ” beginning on page 20. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions* $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to selling shareholders $ $ * See “Underwriting” for a description of all compensation payable to the underwriters. The underwriters expect to deliver the shares to purchasers on or about , 2017 through the book-entry facilities of The Depository Trust Company. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Morgan Stanley UBS Investment Bank BofA Merrill Lynch Citigroup Credit Suisse J.P. Morgan Wells Fargo Securities The date of this prospectus is , 2017. Table of Contents Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS Page Page Prospectus Summary 1 Management 101 Risk Factors 20 Compensation Discussion and Analysis 107 Special Note Regarding Forward-Looking Statements 42 Certain Relationships and Related Transactions 129 Market and Industry Data 42 Principal and Selling Shareholders 131 Trademarks, Service Marks and Trade Description of Capital Stock 134 Names 43 U.S. Federal Income and Estate Tax Considerations for Non-U.S. Use of Proceeds 44 Holders of Class B Common Stock 144 Capitalization 45 Certain ERISA Considerations 148 Dividend Policy 47 Shares Eligible for Future Sale 149 Dilution 48 Underwriting 151 Selected Historical Consolidated Financial and Other Data 50 Legal Matters 156 Management’s Discussion and Analysis of Financial Condition and Experts 156 Results of Operations 52 Where You Can Find More Information 156 Business 80 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We do not, and the underwriters do not, take any responsibility for, and can provide no assurances as to, the reliability of any information that others provide to you. We are offering to sell, and seeking offers to buy, shares of Class B common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class B common stock. i Table of Contents ABOUT THIS PROSPECTUS In this prospectus, unless the context otherwise requires, “the company,” “we,” “us” and “our” refers to Schneider National, Inc., a Wisconsin corporation, together with its consolidated subsidiaries. Unless otherwise indicated, the information contained in this prospectus is as of , 2017, and assumes that the underwriters’ over-allotment option is not exercised. In this prospectus, we refer to our Class A common stock, no par value per share, and our Class B common stock, no par value per share, as our Class A common stock and our Class B common stock, respectively, and, together, as our common stock. Unless otherwise indicated, all references to our common stock refer to our common stock as in effect at the time of the completion of this offering.