Table of our competitors has a preferential contractual arrangement with BNSF, which limits the market share and relative profitability of the services we provide through the BNSF. Beginning in 2023, UP will replace BNSF as our primary rail service provider in the western U.S. The transition to UP and away from BNSF will be complete by January 2023. The transition will require cooperation and coordination by Schneider with both BNSF and UP to be successful and to ensure no interruptions in our intermodal service results. Our results of operations could be adversely affected by any extended interruption of our intermodal service offering due to this transition or UP's ability to manage our rail volumes following the transition.Contents

In certain ~~markets and rail corridors,~~areas of the U.S., rail service is limited to a few railroads, or even a single railroad due to the lack of competition. Our ability to provide intermodal services in certain traffic lanes is, therefore, likely to be ~~reduced or constricted~~adversely affected if any of the Class I railroads were to discontinue service in ~~those~~certain lanes, or if either of our rail partners experience service interruptions, or if the overall ~~state~~quality of their rail service ~~in those lanes~~ were to deteriorate.

~~Our contracts with the railroads are subject to periodic renewal, and~~ In addition, our intermodal business may be adversely affected by ~~any adverse change in our contract terms with the railroads, our relationships with the railroads, or~~ declines in service and volume levels provided by the railroads.

All of the Class I railroads in the U.S., including our current rail partners, are unionized and have a history of disruption due to labor disputes and collective action, including strikes. For example, a national rail strike that could have paralyzed much of the U.S. economy appears to have been averted in December 2022 after the U.S. Congress intervened to bind the railroads and rail workers to a proposed settlement that was reached earlier in the year between the railroads and union leaders. There can be no guarantee that rail workers who disagree with the proposed settlement will not take actions that disrupt rail service on a wide scale. As a result, we cannot predict whether or when a rail strike or labor dispute involving our rail partners could occur.

In addition, a portion of the freight we deliver through both our Intermodal and Truckload segments is imported to the U.S. through ports of call where workers are ~~largely unionized, and which recently have been, subject to COVID-induced congestion, backlogs, and unloading delays. The~~represented by the ILWU, is a labor union which primarily represents dock workers on the ~~West Coast~~west coast of the U.S., or the International Longshoremen’s Association, a labor union representing longshore workers along the east coast of the U.S. The ILWU’s current coast wide contract with west coast port owners ~~is scheduled to expire~~expired on July 1, 2022. As of the date of this Annual Report on Form 10-K, the ILWU and Pacific Maritime Assocation, which represents west coast port owners, had not entered into a new contract. In the previous four contract negotiations between the ILWU and port owners dating back to the late 1990s, negotiations went past the ~~July 1 deadline,~~expiration of the contract and ~~in those contract years,~~ work slowdowns or an employer ~~lockout~~lockouts ensued.~~Work~~ Although, as of the date of this Annual Report on Form 10-K, there have been no reports or signs of work stoppages ~~shipping backlogs, port congestion,~~or strikes, there can be no guarantee that work stoppages or other disruptions at any of ~~these~~the west coast ports ~~could have a materially adverse effect on our business.~~

~~The valuation of the Company’s investments in strategic partners and technologies is subject to volatility.~~

The market valuation of our strategic investments, especially as it relates to our investment in TuSimple which is publicly traded, may experience substantial price volatility which, when accounted for under GAAP, could have a material adverse affect on the Company’s financial condition and results of operations. Refer to Note 5, ~~Investments~~, to our consolidated financial statements for information on our strategic investments. Those investments can be negatively affected by market and economic factors including liquidity, credit deterioration, financial results, interest rate fluctuations, or other factors. As a result, future fluctuations in their value could result in significant losses and could have a material adverse impact on the Company’s financial condition and results of operations.

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will not occur.

We are making strategic investments in new offerings and technologies and expect to continue to make such investments in the future. These ventures are inherently risky, and we may never realize any expected benefits from them which could have a material adverse effect on our business and financial results.

We engage in strategic transactions and make strategic investments including investments in autonomous vehicle technology, cloud-based ~~transportation management system~~TMS software platforms, telematics, and mobile software applications which are focused on establishing a competitive advantage in the transportation and logistics services offered by the Company or exploiting new market opportunities. Refer to Note 5, Investments, to our consolidated financial statements for information on our strategic investments. Such strategic investments naturally entail risks and uncertainties, some of which are beyond our control. For example, we may not be able to derive value from strategic investments or we may incur higher than expected costs in realizing a return on such investments or overestimate the benefits that we receive or realize from such investments. Therefore, we cannot provide assurance that any of our strategic investments will generate anticipated financial returns. If our strategic investments fail to meet our expectations, our business and results of operations may be adversely impacted.

The valuation of the Company’s investments is subject to volatility.

The market valuation of our strategic investments in various public and private companies may experience substantial price volatility which, when accounted for under GAAP, could have a material adverse effect on the Company’s financial condition and results of operations. Refer to Note 5, Investments, to our consolidated financial statements for information on our strategic investments. Those investments can be negatively affected by market and economic factors including liquidity, credit deterioration, financial results, interest rate fluctuations, or other factors. As a result, future fluctuations in their value could result in significant losses and have a material adverse impact on the Company’s financial condition and results of operations.

We depend on third-party capacity providers, and issues of performance, availability, or pricing with these transportation providers could increase our operating costs, reduce our ability to offer intermodal and brokerage services, and limit growth in our brokerage and logistics operations, which could adversely affect our revenue, results of operations, and customer relationships.

Our Logistics segment is highly dependent on the services of third-party capacity providers, such as other truckload carriers, LTL carriers, railroads, ocean carriers, and airlines. Many of those providers face the same economic challenges as we do and, therefore, are actively and competitively soliciting business. These economic conditions may have an adverse effect on the performance, availability, and cost of third-party capacity. If we are unable to secure the services of these third-party capacity providers at reasonable rates, our results of operations could be adversely affected.

Severe weather, climate, and similar events could harm our results of operations or make our results more volatile.

From time to time, we may suffer impacts from severe weather, climate, and similar events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions, which may become more severe in the future as a result of climate change. These events may disrupt freight shipments or routes, affect regional economies, destroy our assets, disrupt fuel supplies, increase fuel costs, cause lost revenue and productivity, increase our maintenance costs, or adversely affect the business or financial condition of our customers, any of which could harm our results of operations or make our results of operations more volatile.

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

Our goodwill, other intangible assets, internal use software, or long-lived assets may become impaired, which could result in a significant charge to earnings.

We hold significant amounts of goodwill and long-lived assets, and the balances of these assets could increase in the future if we acquire other businesses. At December 31, ~~2021,~~2022, the balance of our goodwill, other intangible assets, internal use software, and long-lived assets was ~~$2.4~~$2.6 billion, and the total market value of the Company’s outstanding shares was ~~$4.8~~$4.2 billion. Under GAAP, our goodwill, other intangible assets, internal use software, and long-lived assets are subject to an impairment analysis when events or changes in circumstances indicate the carrying value of such ~~goodwill or long-lived~~ assets may not be recoverable. In addition, we test goodwill for impairment annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill, orother intangible assets, internal use software, and long-lived assets may not be recoverable include, but are not limited to, a sustained decline in stock price and market capitalization, significant negative variances between actual and expected financial results, reduced future cash flow estimates, adverse changes in applicable laws or regulations or legal proceedings, failure to realize anticipated synergies from acquisitions, and slower growth rates in our industry. We may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill, orother intangible assets, internal use software, and long-lived assets is determined to exist, negatively impacting our results of operations. If our market capitalization was to fall below the book value of our total stockholders’ equity for a sustained period, we may conclude that the fair value of certain of our long-lived assets is materially impaired. In this case, we would be required under GAAP to record a noncash charge to our earnings which could have a material adverse effect on our business, results of operations, and financial condition.

We 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 ~~do not match~~with customer demand, ~~for invested resources,~~ or we are otherwise unable to generate sufficient ~~cash from operations.~~returns on our invested capital.

Our truckload and intermodal operations are capital-intensive, and our strategic decision to invest in newer equipment requires us to expend significant amounts in capital expenditures annually. The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of new or used tractors. Recently, the amount and timing of capital expenditures also has been affected by delayed truck deliveries by original equipment manufacturers due to semiconductor and other component shortages. If anticipated ~~demand~~freight volume differs materially from ~~actual usage,~~ our ~~capital-intensive~~forecasts or customer demand, our truckload operations may have too many or too few assets. ~~Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions.~~ During periods of decreased customer demand, our asset

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utilization ~~may suffer,~~is challenged, and we may be forced to sell equipment on the open market in order to rightsize our fleet. This could cause us to incur losses on such sales, particularly during times of a softer used equipment market, either of which could have a materially adverse effect on our profitability.

Should demand for freight shipments weaken or our margins suffer due to increased competition or general economic conditions, we may have to limit our fleet size or operate our ~~revenue~~transportation equipment for longer periods, either of which could have a materially adverse effect on our operations and profitability.

Our effective tax rate may fluctuate, which would impact our future financial results.

Our effective tax rate may be adversely impacted by, among other things, changes in the regulations relating to capital expenditure deductions, or changes in tax laws where we operate, including the uncertainty of future tax rates. We cannot give any assurance as to the stability or predictability of our effective tax rate in the future because of, among other things, uncertainty regarding the tax laws and policies of the countries where we operate.

Although we do not expect current U.S. federal income tax proposals (including, for example, those included in President Biden’s Build Back Better Act released at the end of October 2021) to have a material impact on our effective tax rate or tax payments, we cannot predict what changes to U.S. federal income tax law may be proposed in the future or whether they are likely to be passed. In addition, while our review of the corporate tax proposals introduced in the draft legislation did not indicate that any such proposals would have an impact on Schneider’s effective tax rate or tax payments, we cannot predict what legislation may be proposed in the future or its likelihood of passing. Our estimates of the impact of any proposed legislation may not reflect the actual impact of such legislation once it is implemented and enforced by governmental authorities.

Further, our tax returns are subject to periodic reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated. We regularly assess the likelihood of an adverse outcome resulting from these audits to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these audits or that our tax provisions will not change materially or be adequate to satisfy any associated tax liability. If our effective tax rates were to increase or if our tax liabilities exceed our estimates and provisions for such taxes, our financial results could be adversely affected.

Insurance and claims expenses could significantly reduce our earnings.

We self-insure, or insure through our wholly-owned captive insurance company, a significant portion of our claims exposure resulting from auto liability, general liability, cargo, and property damage claims, as well as workers’ compensation. In addition to insuring portions of our risk, our captive insurance company provides insurance coverage to our owner-operator drivers. We are also responsible for our legal expenses relating to such claims, which can be significant both on an aggregate and individual claim basis. Although we reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience, estimating the number and severity of claims, as well as related costs to settle or resolve them, is inherently difficult, and such costs could exceed our estimates. Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition and results of operations in material amounts.

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As a supplement to our self-insurance program, we maintain insurance with excess insurance carriers for potential losses, which exceed the amounts we self-insure. Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts, the commercial trucking industry has experienced a wave of blockbuster or so-called ~~“nuclear”~~“nuclear verdicts,” where juries have awarded tens or even hundreds of millions of dollars to accident victims and their families. Given this recent trend, it is possible that one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our aggregate insurance coverage, we would bear the excess, in addition to our other self-insured amounts.

Given the current claims settlement environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced. In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure. Our results of operations and financial condition could be materially and adversely affected if (1) our costs or losses significantly exceed our aggregate coverage limits, (2) we are unable to obtain insurance coverage in amounts we deem sufficient, (3) our insurance carriers fail to pay on our insurance claims, or (4) we experience a claim for which coverage is not provided.

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Risks Relating to Our Governance Structure

Voting 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 major corporate transactions.

We currently have a dual class common stock structure consisting of (1) Class A common stock, entitled to ten votes per share and (2) Class B common stock, entitled to one vote per share. The Schneider family, including trusts established for the benefit of certain members of the Schneider family, collectively beneficially own 100% of our outstanding Class A common stock and approximately ~~42%~~41% of our outstanding Class B common stock, representing approximately 94% of the total voting power of all of our outstanding common stock and approximately ~~69%~~68% of our total outstanding common stock.

A Voting Trust holds the shares of Class A common stock that are beneficially owned by the Schneider family. The independent directors who are members of our Corporate Governance Committee serve as trustees of the Voting Trust, and in general, those directors have full power and discretion to vote the Class A shares included in the Voting Trust with two exceptions. First, in the case of any Major Transaction (as defined under our Amended and Restated Bylaws, including, most notably, a transaction resulting in more than 40% of the voting power of our common stock being held outside of the Schneider family), the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust as directed by the trustees of certain trusts which have been established for the benefit of certain Schneider family members. As a result, the outcome of the vote on any Major Transaction is not within the discretion of the Voting Trustees. Second, the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust in accordance with a nomination process agreement pursuant to which two specified Schneider family members will be nominated to serve on our Board on an annual, rotating basis.

As a result of these arrangements, the Voting Trust controls the outcome of major corporate transactions that require or may be accomplished by shareholder approval, and our Class B shareholders would be unable to affect the outcome of such transactions should any be proposed.

We are a “controlled company” within the meaning of the rules of the NYSE and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements relating to our Corporate Governance Committee. Our shareholders will not have the same protections afforded to shareholders of other companies that are subject to such requirements.

The Voting Trust has more than 50% of the voting power for the election of directors. As a result, we qualify as a “controlled company” under the corporate governance rules for NYSE-listed companies. As a controlled company, certain exemptions under the NYSE listing standards exempt us from the obligation to comply with certain NYSE corporate governance requirements, including the requirement that we have a Corporate Governance Committee that is composed entirely of independent directors.

We have elected to take advantage of this “controlled company” exemption, and therefore, the holders of our Class B common stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance rules for NYSE-listed companies. Our status as a controlled company could therefore make our Class B common stock less attractive to some investors or otherwise depress our stock price.

The 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.

Our Class B common stock price has experienced volatility in the past and may remain volatile in the future. Volatility in our stock price can be driven by many factors including divergence between our actual or anticipated financial results and published expectations of analysts or the expectations of the market, the gain or loss of customers, announcements that we, our

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competitors, our customers, or our vendors or other key partners may make regarding their operating results and other factors which are beyond our control such as market conditions in our industry, new market entrants, technological innovations, and economic and political conditions or events. These and other factors may cause the market price and demand for our Class B common stock to fluctuate substantially. During ~~2021,~~2022, the closing stock price of our Class B common stock ranged from a low of ~~$20.46~~$20.30 per share to a high of ~~$27.10~~$27.28 per share. Our Class B common stock is also included in certain market indices, and any change in the composition of these indices to exclude our company may adversely affect our stock price. Increased volatility in the financial markets and/or overall economic conditions may reduce the amounts that we realize in the future on our cash equivalents and/or marketable securities and may reduce our earnings as a result of any impairment charges that we record to reduce recorded values of marketable securities to their fair values.

Further, securities class action litigation is often brought against a public company following periods of volatility in the market price of its securities. Due to changes in our stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial uninsured costs and divert management’s attention and our resources.

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Certain 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.

Each of our certificate of incorporation, our by-laws, and Wisconsin law, as currently in effect, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to a bidder and to encourage prospective acquirers to negotiate with our Board rather than to attempt a hostile takeover. These provisions include, among others:

•a dual class common stock structure, which provides the ~~Schneider National, Inc.~~ Voting Trust the ability to control the outcome of matters requiring shareholder approval, even if the ~~Schneider National, Inc.~~ Voting Trust beneficially owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock;

•a requirement that certain transactions be conditioned upon approval by 60% of the voting power of our capital stock, including any transaction which results in the Schneider family holding less than 40% of the voting power of our capital stock, a sale of substantially all of our assets, and a dissolution;

•no provision for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;

•the inability of shareholders to call a special meeting except when the holders of at least ten percent of all votes entitled to be cast on the proposed issue submit a written demand;

•advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at shareholder meetings;

•the ability of our directors, without a stockholder vote, to fill vacancies on our Board (including those resulting from an enlargement of the Board);

•the requirement that both 75% of the directors constituting the full Board and stockholders holding at least 80% of our voting stock are required to amend certain provisions in our certificate of incorporation and our by-laws; and

•the right of our Board to issue preferred stock without stockholder approval.

Our status as a Wisconsin corporation and the anti-takeover provisions of the WBCL may discourage, delay, or prevent a change in control even if a change in control would be beneficial to our shareholders by prohibiting us from engaging in a business combination with any person that is the beneficial owner of at least 10% of the voting power of our outstanding voting stock (an “interested shareholder”) for a period of three years after such person becomes an interested shareholder, unless our Board has approved, before the date on which the shareholder acquired the shares, that a business combination or the purchase of stock made by such interested stockholder on such stock acquisition date. In addition, we may engage in a business combination with an interested shareholder after the expiration of the three-year period with respect to that shareholder only if one or more of the following conditions is satisfied: (1) our Board approved the acquisition of the stock before the date on which the shareholder acquired the shares, (2) the business combination is approved by a majority of our outstanding voting stock not beneficially owned by the interested shareholder, or (3) the consideration to be received by shareholders meets certain fair price requirements of the WBCL with respect to form and amount.

These provisions could have the effect of discouraging, delaying, or preventing a transaction involving a change in control of our company. These provisions could also have the effect of discouraging proxy contests and making it more difficult for our non-controlling shareholders to elect directors of their choosing, causing us to take other corporate actions.

In light of present circumstances, we believe these provisions taken as a whole protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers or prevent the removal of incumbent directors. However, these provisions could delay or prevent an acquisition that our Board determines is not in the best interests of the Company and all of our stockholders.

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We may change our dividend policy at any time.

The declaration and amount of any future dividends, including the payment of special dividends, is dependent on multiple factors, including our financial performance and capital needs, and is subject to the discretion of our Board. The Board may, in its discretion, determine to cut, cancel, or eliminate our dividend and, therefore, the declaration of any dividend, at any frequency, as it is not assured. Each quarter, the Board considers whether the declaration of a dividend is in the best interest of our shareholders and in compliance with applicable laws and agreements. Although we expect to continue to pay dividends to holders of our Class A and Class B common stock, we have no obligation to do so, and our dividend policy may change at any time without notice. Future dividends may also be affected by factors that our Board deems relevant, including our potential future capital requirements for investments, legal risks, changes in federal and state income tax laws, or corporate laws and contractual restrictions such as financial or operating covenants in our debt arrangements. As a result, we may not pay dividends at any rate or at all.

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Risks Related to Legal Compliance

If 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.

Like many of our competitors, in certain of our service offerings we offer an alternative owner-operator business model, which provides opportunities for small business owners and private entrepreneurs who own tractors to selectively contract with us as independent contractors to transport freight, which they choose, at contracted rates. Were such independent contractors subsequently determined to be our employees, we would be liable under various federal and state laws for a variety of taxes, wages, and other compensation and benefits, including for prior periods, which were not timely paid or remitted. In the U.S., the regulatory and statutory landscape relating to the classification status of independent contractors (or workers) who work in temporary or flexible jobs and who are paid by the task or project is evolving. ~~Some state governments and~~Various federal and state regulatory authorities, as well as independent contractors themselves, have asserted that independent contractor drivers in the trucking industry, such as those operating under our ~~owner-operator model,~~“owner-operator choice model”, are employees rather than independent contractors for a variety of purposes, including income tax withholding, workers’ compensation, wage and hour compensation, unemployment, and other issues. Some ~~states~~state and federal authorities have enacted, or are considering, new laws to make it harder to classify ~~worker~~workers as independent contractors and easier for tax and other authorities to reclassify independent contractors as employees.

~~Additionally, federal legislators, among other things, have sought~~Most recently, in October 2022, the U.S. DOL published a Notice of Proposed Rulemaking and request for comments on its proposal to ~~abolish a safe harbor which allows taxpayers meeting certain criteria to treat individuals as~~revise its interpretation of independent ~~contractors if they are following a long-standing, recognized practice and extend~~contractor status under the FLSA. The FLSA ~~which~~ establishes minimum wage, overtime pay, recordkeeping, and other employment standards affecting employees and independent contractors in the private sector and in federal, state, and local ~~governments,~~governments. The DOL’s proposal would rescind the independent contractor regulation adopted by the prior administration in January 2021 and would shift the current analysis of whether a worker is an employee of a business for purposes of the FLSA from a more streamlined “economic reality” test to a more complex “totality-of-the-circumstances” standard which is widely expected to make it more difficult for workers to be classified as independent ~~contractors.~~ contractors under the FLSA. While the final rule may differ from the current proposal, we believe that if the DOL’s current proposal is adopted, it could dramatically limit the circumstances under which we may classify our current independent contractor “owner-operators” as independent contractors under FLSA. Any federal legislation or regulation which significantly limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations.

Additionally, courts in certain jurisdictions have ~~recently~~ issued decisions that could result in a greater likelihood that independent contractors will be judicially classified as employees. As a result, we are, from time to time, party to administrative proceedings and litigation, including class actions, alleging violations of the FLSA and other state and federal laws which seek retroactive reclassification of certain current and former independent contractors as employees. An adverse decision in such legal proceedings in an amount that materially exceeds our reserves or federal or state legislation in this area which render the owner-operator model either impractical or extinct thereby curtailing our revenue opportunities could have an adverse effect on our results of operations and profitability.

We 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 business.

In the U.S., the DOT, FMCSA, and various state agencies exercise broad powers over our business, generally governing matters including authorization to engage in motor carrier service, equipment operation, safety, financial reporting, and leasing arrangements with independent contractors. We are audited periodically by the DOT to ensure that we are in compliance with various safety, HOS, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our operations. We also operate in various Canadian provinces (as granted by the Ministries of Transportation and Communication in such provinces) and contract with third-party carriers to transport freight into Mexico. Our failure to comply with any applicable laws, rules, or regulations to which we are subject, whether actual or alleged, could expose us to fines, penalties, or potential litigation liabilities, including costs, settlements, and judgments. Further, these agencies or

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governments could institute new laws, rules or regulations, or issue interpretation changes to existing regulations at any time. The short and long-term impacts of changes in legislation or regulations are difficult to predict and could materially and adversely affect our earnings and results of operations.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

We are subject to various environmental laws and regulations dealing with emissions from our tractor fleet, the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Certain of our facilities have waste oil or fuel storage tanks and fueling islands. If a spill or other accident involving hazardous substances occurs, if there are releases of hazardous substances we transport, if soil or groundwater contamination is found at our facilities or results from our operations, or if we are found to be in violation of applicable laws or regulations, we could be liable for cleanup costs, or other damages, or fines, or penalties, any of which could be in material amounts or have a materially adverse effect on our business and operating results.

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General Risk Factors

We rely significantly on our information technology systems, a disruption, failure, or security breach of which could have a material adverse effect on our business.

We rely on information technology throughout all areas of our business and operations to receive, track, accept, and complete customer orders; process financial and non-financial data; compile results of operations for internal and external reporting; and achieve operating efficiencies and growth. Such data and information remain vulnerable to cyber-attacks, cybersecurity breaches, ransomware attacks, hackers, theft, or other unauthorized disclosure which, if successful, could result in the disclosure of confidential customer or commercial data, loss of valuable intellectual property, or system disruptions and subject us to civil liability and fines or penalties, damage our brand and reputation, or otherwise harm our business, any of which could be material. In addition, delayed sales, lower margins, or lost customers resulting from security breaches or network disruptions could materially reduce our revenues, materially increase our expenses, damage our reputation, and have a material adverse effect on our stock price.

Our information technology systems may also be susceptible to interruptions or failures for a variety of reasons including software or hardware failure, user error, power outages, natural disasters, computer viruses, or other types of interruptions. For example, in ~~February~~ 2022 ~~we experienced~~our operations were temporarily disrupted due to a firmware defect (which was not related to a cyber event and did not involve a breach of data) ~~relating to~~in a third-party vendor’s equipment, ~~that interrupted the functioning of our~~which caused certain critical computer ~~systems and disrupted our operations.~~applications to not function properly. As a result of this incident, we were required to rely on manual ~~operations~~processes to book freight, execute loads, and pay carriers for two business days and otherwise execute our business continuity plans. While this disruption resulted in lost revenue and operating profit, it isdid not ~~expected to~~ have a material impact on our annual results of operations. However, a significant disruption or failure in our ~~information technology systems~~computer networks or applications could have a material adverse effect on our business, including operational disruptions, loss of confidential information, external reporting delays or errors, legal claims, or damage to our business reputation.

Our 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.

Our future success depends largely on the continued service and efforts of our executive officers and other key management and technical personnel and on our ability to continue to identify, attract, retain, and motivate them. Although we believe we have an experienced and highly qualified management team, the loss of the services of these key personnel could have a significant adverse impact on us and our future profitability. Additionally, we must continue to recruit, develop, and retain skilled and experienced operations, technology, and sales managers if we are to realize our goal of expanding our operations and continuing our growth. Failure to recruit, develop, and retain a core group of service center managers could have a materially adverse effect on our business.

WeAs 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 us.

~~From time to time,~~As a result of the nature and scope of our operations, we are involved in various legal proceedings and claims ~~arising in the ordinary course~~and exposed to a variety of ~~our business,~~litigation, including those related to accidents involving our trucks and our brokerage operations, cargo claims, commercial disputes, property damage, and environmental liability, which may not be fully covered by our insurance. Such ~~proceedings~~litigation may include claims by current or former employees or third parties, and certain proceedings ~~have been~~may be certified or purport to be class actions. In appropriate cases, we have taken and will seek subrogation from third parties who are responsible for losses or damages that we may become legally obligated to pay to claimants. ~~The~~

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In particular, the defense of trucking accidents is challenging for a variety of reasons, one of which is the recent rise in “nuclear verdicts” - excessive jury awards that surpass what would generally be regarded as reasonable or rational compensation for the injuries or damages suffered, social inflation, societal perceptions of the trucking industry, and ultimately, litigation financing, where third parties are financing litigation in return for a share of settlement proceeds or awarded damages.

Litigation is inherently uncertain, and the costs of defending ~~or maintaining such legal proceedings,~~litigation, particularly class-action litigation, may be substantial, and in any period, we could experience significant adverse results, which could have ~~a material~~an adverse effect on our financial condition or results of operations. While we purchase insurance coverage at levels we deem adequate, future litigation may exceed our insurance coverage or may not be covered by insurance. In addition, adverse publicity surrounding an allegation or claim that results in litigation may cause significant reputational harm that could have a significant adverse effect on our financial condition or results.

Our long-term sustainability and GHG reduction goals are predicated on large scale customer adoption of intermodal, the operational feasibility and reliability of heavy-duty ZEVs, and the corresponding build out of a national support infrastructure to reasonably and efficiently manufacture, distribute, or store electricity or alternative fuels for ZEVs, none of which can be assured.

Although priority and focus vary, like many public companies, we are under pressure from certain stakeholders, including investors and customers, to establish goals focused on sustainability and, in particular, decarbonization. The Company is also subject to certain federal and state environmental laws and regulations, including those of the U.S. EPA and state environmental agencies which are aggressively focused on the reduction of GHG emissions. Most notably, the CARB is currently developing a medium and heavy-duty zero-emission fleet regulation with the goal of achieving a zero-emission truck and bus California fleet by 2045 everywhere feasible and significantly earlier for certain market segments such as last mile delivery and drayage applications. Other states have signed a multi-state agreement to require 100% sales of zero-emission trucks by 2050. In response, we set the ambitious goal to reduce our per-mile CO2 emissions by 7.5% by 2025, and by 2035, we are aiming to reduce our per-mile CO2 emissions by 60%. A critical component of our multi-pronged plan to reduce our carbon emissions and comply with California’s and other states’ emissions requirements is the deployment of ZEVs in significant numbers in these states together with leveraging our intermodal capability.

As an early adopter of ZEVs, there can be no assurance that we will be successful deploying ZEVs in our operations in significant numbers, that we will be successful converting more over the road freight to intermodal, that the national support infrastructure, including the nation’s electricity grid, for heavy-duty ZEVs will be built-out as expected. Should any of those things fail to occur, we may fail to meet our published sustainability goals, which could result in losing the support of our investors, customers, and other stakeholders; become subject to regulatory enforcement actions; or suffer reputational harm which, in any case, may increase the cost of providing transportation services or adversely affect our financial condition, results of operations, and liquidity.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

As of December 31, ~~2021,~~2022, we owned or leased approximately ~~200~~250 properties ~~(exclusive of MLS properties)~~ across 3536 states ~~Asia, Canada,~~ and Mexico. Our expansive network includes approximately 3548 operating centers, 106 distribution warehouses, 1511 offices, and over ~~100~~150 drop yards. In addition, we physically operate at several customer locations. ~~Approximately 30 additional owned or leased facilities were added with the acquisition of MLS on December 31, 2021. Refer to Note 2,~~ ~~Acquisition,~~ ~~for additional details.~~

The operating centers we own or lease throughout the U.S. offer on-site management to support our transportation network for our Truckload and Intermodal segments. Often, our facilities include customer service centers, ~~where our customers may contact a company representative to discuss their loads/orders,~~ fuel and maintenance stations, and other amenities to support our drivers. Our facility network also includes warehouse capacity to further enhance our supply chain solutions. The following table provides a list of 3040 properties that are central to our transportation network and indicates the functional capability at each site as of December 31, ~~2021.~~2022. Approximately ~~43%~~half of the properties are owned and ~~approximately 57%~~the remainder are leased.

Facility Capabilities

Location

Owned or Leased

Segment

Customer Service

Operations

Fuel

Maintenance

Alexander, AR

Owned

Truckload

Atlanta, GA

Owned

Truckload

Boaz, AL

Owned

Truckload

Carlisle/Harrisburg, PA

Leased

Truckload

Celina, OH

Leased

Truckload

Charlotte, NC

Owned

Truckload

Chicago, IL

Leased

Logistics

Chicago, IL (three locations)

Leased

Intermodal

Dallas/Wilmer, TX

Owned

Truckload

Dallas, TX

Leased

Logistics

Des Moines, IA

Leased

Truckload

Edwardsville, IL

Owned

Truckload

~~Farmington Hills, MI~~

~~Leased~~

~~Logistics~~

Gary, IN

Owned

Truckload

Green Bay, WI

Owned

Truckload

Green Bay, WI ~~(three~~(two facilities)

~~Both~~Owned

Other

Houston, TX

Leased

Truckload

Houston, TX

Leased

Truckload

Indianapolis, IN

Owned

Truckload

Laredo, TX

Leased

Truckload

Lima, OH

Leased

Truckload

Lincoln, AL

Owned

Truckload

London, KY

Owned

Truckload

Marysville, OH

Owned

Truckload

Mexico City, Mexico

Leased

Multiple

New Castle, IN

Owned

Truckload

Obetz, OH

Leased

Truckload

Phoenix, AZ

Owned

Truckload

~~Port Wentworth, GA~~

~~Leased~~

~~Logistics~~

Portland, OR

Owned

Truckload

~~Puslinch/Guelph, ON~~Rainbow City, AL

Owned

Truckload

Reserve, LA

Leased

Truckload

Romulus, MI

Leased

Truckload

Salt Lake City, UT

Leased

Truckload

San Antonio, TX

Leased

Truckload

San Bernardino, CA

Leased

Intermodal

Shrewsbury, MA

Leased

Truckload

Upton, KY

Owned

Truckload

West Memphis, AR

Owned

Truckload

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ITEM 3. LEGAL PROCEEDINGS

We are currently, directly or indirectly, involved in certain litigation or claims arising from the normal conduct of our business. Where appropriate, we have accrued for these matters or notified our insurance carriers of the potential loss. Based on present knowledge of the facts, and in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations, or liquidity.

For a description of certain pending legal proceedings, see Note ~~14,~~13, Commitments and Contingencies, of the notes to consolidated financial statements, which is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common equity consists of our Class B common stock, entitled to one vote per share, and our Class A common stock, entitled to 10 votes per share. Our Class B common stock has traded on the NYSE under the symbol “SNDR” since our IPO in April 2017. Our Class A common stock is held by the ~~Schneider National, Inc.~~ Voting Trust for the benefit of members of the Schneider family. Each share of Class A common stock is convertible into one share of Class B common stock. There is no public trading market for our Class A common stock.

Holders of Record

As of February ~~15, 2022,~~14, 2023, there was one holder of record of our Class A common stock, the Voting Trust, and ~~there were~~ 50 holders of record of our Class B common stock. Because many of our shares of Class B common stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.

Dividend Policy

We have ~~paid~~a policy of paying quarterly cash dividends onto holders of our Class A and Class B common ~~stock since our IPO in April 2017, and we intend to continue paying regular quarterly dividends.~~stock. The declaration and amount of any future dividends is subject to the discretion of our Board and will depend on our financial condition, earnings, legal requirements, certain debt agreements we are then party to, and other factors our Board deems relevant and, therefore, is not assured. Our Amended and Restated Articles of Incorporation provide that holders of our Class A and Class B common stock will be treated equally and ratably on a per share basis with respect to any such dividends, unless disparate treatment is approved in advance by the vote of the holders of a majority of the outstanding shares of our Class A and Class B common stock, each voting as a separate group.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company ~~does~~did not have a share repurchase program ~~and did not~~or repurchase any equity securities during the year and three months ended December 31, ~~2021.~~

2022, respectively.

Equity Compensation Plan Disclosure

The remaining information required by Item 5 is incorporated herein by reference to the information set forth under the caption “Equity Compensation Plan Information” under Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates such information by reference into such filing.

The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from ~~April 6,~~December 31, 2017 ~~the date of our IPO,~~ through December 31, ~~2021.~~2022. The ~~2019~~2020 peer group, which was used by the Board’s Compensation Committee for ~~2020~~2021 compensation decisions, consisted of ArcBest Corp., JB Hunt Transport Services, Inc., Ryder System, Inc., Avis Budget Group, Inc., ~~Knight~~Knight-Swift Transportation Holdings Inc.,1 ~~Swift Transportation Co.,~~1 C.H. Robinson Worldwide, Landstar System, Inc., Werner Enterprises, Inc., Expeditors International of Washington, Inc., Old Dominion Freight Line, Inc., XPO Logistics, Hub Group, Inc., Kirby Corporation, and ~~YRC Worldwide. In 2020,~~Saia. There were no changes to the ~~Compensation Committee adopted the 2020~~2021 peer group ~~for use in 2021~~used to make 2022 compensation ~~decisions, modifying the 2019 peer group to add Saia and remove YRC Worldwide.~~decisions. The comparison assumes $100 was invested on ~~April 6,~~December 31, 2017 in our Class B common stock and in each of the foregoing indices and peer ~~groups~~group and assumes reinvestment of dividends. The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance.

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4/6/2017 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021
Schneider National, Inc. $ 100.00 $ 151.26 $ 99.83 $ 118.00 $ 124.13 $ 163.28
S&P 500 - Total Returns 100.00 115.05 110.00 144.64 171.25 220.41
Dow Jones Transportation 100.00 117.46 102.98 124.44 145.00 193.15
2020 Peer Group 100.00 132.25 109.48 138.49 175.77 276.05
2019 Peer Group 100.00 131.58 108.60 136.36 170.55 266.06

1 ~~Effective September 8, 2017, the businesses of Knight Transportation, Inc. and Swift Transportation Co. were merged under a single parent company, Knight-Swift Transportation Holding, Inc.~~


	12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022
Schneider National, Inc.	$	100.00	$	65.99	$	77.99	$	82.03	$	107.89	$	95.07
S&P 500 - Total Returns	100.00		95.62		125.72		148.85		191.58		156.88
Dow Jones Transportation	100.00		87.67		105.94		123.44		164.44		135.56
2021 Peer Group	100.00		82.78		104.69		132.86		208.63		170.46

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes.

INTRODUCTION

Company Overview

We are a transportation and logistics services company providing a ~~broad~~multimodal portfolio of truckload, intermodal, and logistics ~~solutions and operating one of the largest for-hire trucking fleets in North America.~~solutions. Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve our customers’ varied transportation needs.

Recent Developments

~~Acquisition~~

Acquisitions

On December 31, 2021, the Company completed the acquisition of MLS, a privately held truckload carrier based in Celina, OH. MLS is a dedicated carrier that primarily serves the central U.S. and complements our growing dedicated operations. ~~Because~~In 2022, MLS financial results are reported in dedicated operations as part of our Truckload segment.

On June 7, 2022, the Company completed the acquisition ~~closed on December 31, 2021, MLS did not have an impact~~of deBoer, which provided us the opportunity to expand our company driver capacity, as well as our tractor and trailer fleet primarily within our dedicated Truckload operations. During the second half of 2022, the Company successfully transitioned equipment and employees from deBoer to Schneider, deBoer operations ceased, and equipment and drivers were deployed primarily within Truckload.

Refer to Note 2, Acquisitions, for additional details on our ~~consolidated~~recent acquisitions.

Adverse Legal Judgment

On April 25, 2022, in connection with the litigation with the former owners of WSL, the Delaware Superior Court entered judgment in favor of the former owners, awarding $40.0 million in compensatory damages plus interest and attorneys’ fees. A final settlement in the amount of $57.0 million was reached and recognized in our results of operations for the year ended December 31, ~~2021. MLS financial results will be reported in dedicated operations as part of our Truckload segment beginning in the first quarter of~~ 2022. Refer to Note 2,13, ~~Acquisition,~~ Commitments and Contingencies, for additional details.

~~COVID-19~~

~~Schneider continues to monitor the COVID-19 pandemic and take steps to mitigate the potential risks it poses.~~

The health and safety of our associates and owner operators remains our top priority, and we have taken additional precautions to minimize the unnecessary risk of exposure to COVID-19. We have implemented additional safety measures and flexible work arrangements, placed travel limitations on associates where appropriate, and taken physical and cybersecurity measures to ensure our systems are capable of serving our operational needs while providing uninterrupted service to our customers.

COVID-19 has led to labor shortages for Schneider and many of its suppliers and customers. The labor shortages have contributed to supply chain disruptions and delays in the delivery of products and materials. We continue to work with our suppliers to understand delivery timelines and challenges, and plan for delays that may impact our operations.

Many of the products we purchase, as well as our labor and certain other operating costs, have experienced price increases driven by supply chain constraints and other inflationary impacts. We have been successful in finding alternatives where available and in exercising contractual rights as appropriate to limit the overall impact on our results.

Our efforts will continue, and we 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 stakeholders.

~~Additional information concerning the impact COVID-19 may have to our future business and results of operations is provided in Part I, Item 1A “Risk Factors”.~~

Strategy

~~Our goals are~~We seek to deliver a superior portfolio of services that enables our business to grow revenue, profitability, and ~~profitability, drive strong~~shareholder returns and ~~consistent return on capital, and increase stakeholder value~~perform resiliently through economic and freight cycles. We believe our competitive strengths position us to pursue our ~~goals by way of the following strategies:~~strategy as follows:

Leverage core strengths to drive organic growth and ~~maintain or improve~~advance our market position

We intend to drive organic growth through leveraging our existing customer relationships, as well as expanding our customer base. We believe our broad portfolio of services, with different asset intensities, and our North American footprint allow for supply chain alternatives, which enable new and existing customer growth. We also plan to drive revenue growth by increasing

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our marketing to customers that seek to outsource their transportation services. Our growth decisions are based on our “Value Triangle,” which represents profitable growth while balancing the needs of our customers, associates, and shareholders. Our integrated technology platform serves as an instrumental factor, which drives profitability as it enables real-time, data-driven decision support science on every load/order and assists our associates in proactively managing our services across our network. Together with our highly incentivized and proactive sales organization, we believe that our platform will continue to provide ~~better~~a high level of service and foster organic growth in each of our reportable segments.

Expand capabilities in the specialty ~~equipment~~ and dedicated freight markets and continue growing our asset-light and non-asset businesses

We believe that our ~~specialty freight~~ capabilities position us to grow in the specialty ~~equipment~~ and dedicated freight markets, which have higher barriers to entry, potentially higher margins, and lasting customer relationships. The complexity and time-sensitivity of the loads often require increased collaboration with, and greater understanding of, our customers’ business needs and processes. The transportation of specialty ~~equipment~~ freight requires specially trained drivers with appropriate licenses and special hauling permits, as well as equipment that can handle items with unique requirements in terms of temperature, freight treatment, size, and shape.

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As such, there are few carriers that have comparable ~~network~~ scale and capabilities in the specialty ~~equipment market,~~and dedicated markets, which we believe will allow us to grow ~~profitably in that business.~~

profitably.

We believe that opportunities identified within our intermodal product offering allow us to profitably grow our services and compete in the intermodal marketplace. As an asset-based provider, we have more control over our equipment, ~~to include containers and chassis,~~ perform most of our own drays, and ~~have~~retain strong contractual and differentiated rail relationships. We believe our integrated technology platform will enable us to experience certain benefits of complete end-to-end control, including increased ~~pick–up~~pick-up and delivery predictability, better visibility, and the ability to source and retain capacity.

Freight brokerage, which is a significant part of our Logistics segment, is a business that is expected to be a driver of ~~growth into the future.~~future growth. As shippers increasingly consolidate their business with fewer freight brokers, we continue to be well-positioned due to our customer service, ~~innovative technology, and~~Schneider FreightPower® digital marketplace, an established, dense network of qualified third-party carriers, and access to our sizable trailer network. We believe shippers see the value of working with providers like us that have scale, capacity, and lane density. Brokerage serves as a non-asset innovation hub for Schneider, particularly in the areas of predictive analytics, process automation, and new customer relationship generation.

Continue to improve our operations and margins by leveraging benefits from investments in technology and business transformation

We continue to benefit from our technology and business transformation by improving the effectiveness with which we use data to increase revenue and lower costs. ~~Full visibility~~Visibility into each driver’s profile allows us to increase driver satisfaction and retention by matching drivers to loads and routes that better fit their individual needs. We can improve our customer service, retain drivers, lower costs, and generate business by anticipating our customers’ and drivers’ needs and preferences in a dynamic network. We believe the implementation of simple and intuitive customer interfaces will also enable a stronger connection with our customers through increased interaction and an enhanced user experience. Our Schneider FreightPower® online marketplace, for example, digitally connects ~~the benefits of Quest~~our asset based network capabilities with the strength of our trailer network and carrier relationships to service our customers. Additionally, through our investment in MLSI, with which we are collaborating to develop a ~~Transportation Management System~~TMS using MLSI’s SaaS technology, we aim to further complement our technology platform and enable enhanced decision making, resource allocation, and visibility with our supply chain partners. We expect additional margin improvement as we continue to leverage data analytics within our integrated technology platform. Along with our revenue management discipline, ~~the strong foundation we have established with~~ our ~~Quest transformation and~~ integration of technology and systems through leading, third-party providers will allow us to continue to incorporate new technologies and build additional capabilities into the platform over time, maintaining our competitive edge and setting the foundation for future growth.

Allocate capital across businesses to maximize return on capital while pursuing strategic organic and ~~selectively pursue opportunistic acquisitions~~

inorganic growth opportunities

Our broad portfolio of services provides us with a greater opportunity to allocate capital within our portfolio ~~of services~~ in a manner that maximizes returns across all market cycles and economic conditions. For example, we can efficiently move our equipment between services and regions when we see opportunities to maximize our return on capital. 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. Furthermore, our strong balance sheet ~~enables~~and financial position enable 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.

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~~Attract~~Create a differentiated driver and associate experience that enables us to attract and retain top talent at all levels ~~to ensure sustainable growth~~

Our people are our strongest assets, and we believe they are key to growing our customer base and driving our performance. Our goal is to be the employer of choice; attract, develop, engage, and retain the best talent in the industry. We strive for a high-performance culture ~~with operational excellence~~ that seeks individuals who are passionate about our business and fit our culture, and ~~fosters a collaborative environment which~~that promotes diversity, equality, and ~~inclusion.~~inclusion through a collaborative environment. We value the direct relationship we have with our associates, and we intend to continue working together to provide professional growth and a quality work environment without third-party representation. Our compensation structure is performance-based and aligns with our strategic objectives.

~~In today’s driver constrained environment, we~~We seek to maintain our reputation as a preferred carrier of choice within the driver community through our continued focus on improving the driver experience and to attract and retain high-quality, safe drivers that meet or exceed our qualification standards. We invest in the well-being of our associates through our commitment to ensure a differentiated driver experience and efforts to improve time-at-home, pay stability, and the quality of drivers’ touchpoints. We provide mandatory physical check-ups which cover sleep apnea and hair ~~follicle~~ or urine-based drug testing, among other things. We believe that investing in the health of our associates helps maintain a high-quality driver base.

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Our technology platform facilitates the application, screening, and onboarding of top talent. As an industry leader with a respected “safety first and always” culture and underlying core value, we believe that we will continue to be the employer of choice for both driving and non-driving associates.

RESULTS OF OPERATIONS

A discussion regarding our financial condition and results of operations for fiscal ~~2021~~2022 compared to fiscal ~~2020~~2021 is presented below. A discussion regarding our financial condition and results of operations for fiscal ~~2020~~2021 compared to fiscal ~~2019~~2020 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, which was filed with the SEC on February ~~19, 2021~~18, 2022 and is available on the SEC’s website at www.sec.gov, as well as the “Investors” section of our website at www.schneider.com.

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 such 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.

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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.


		Year Ended December 31,						Year Ended December 31,
(in millions, except ratios)	(in millions, except ratios)	2021			2020				(in millions, except ratios)	2022			2021
Operating revenues	Operating revenues	$	5,608.7		$	4,552.8			Operating revenues	$	6,604.4		$	5,608.7
Revenues (excluding fuel surcharge) (1)	Revenues (excluding fuel surcharge) (1)	5,163.9			4,234.5				Revenues (excluding fuel surcharge) (1)	5,741.9			5,163.9
Income from operations	Income from operations	533.7			286.7				Income from operations	600.4			533.7
Adjusted income from operations (2)	Adjusted income from operations (2)	532.7			300.5				Adjusted income from operations (2)	617.0			532.7
Operating ratio	Operating ratio	90.5		%	93.7		%		Operating ratio	90.9		%	90.5		%
Adjusted operating ratio (3)	Adjusted operating ratio (3)	89.7		%	92.9		%		Adjusted operating ratio (3)	89.3		%	89.7		%
Net income	Net income	$	405.4		$	211.7			Net income	$	457.8		$	405.4
Adjusted net income (4)	Adjusted net income (4)	407.2			222.0				Adjusted net income (4)	471.5			407.2

(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.

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(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.”

Revenues (excluding fuel surcharge)
Year Ended December 31,
(in millions) 2021 2020
Operating revenues $ 5,608.7 $ 4,552.8
Less: Fuel surcharge revenues 444.8 318.3
Revenues (excluding fuel surcharge) $ 5,163.9 $ 4,234.5


	Year Ended December 31,
(in millions)	2022		2021
Operating revenues	$	6,604.4	$	5,608.7
Less: Fuel surcharge revenues	862.5		444.8
Revenues (excluding fuel surcharge)	$	5,741.9	$	5,163.9

Adjusted income from operations


		Year Ended December 31,				Year Ended December 31,
(in millions)	(in millions)	2021		2020			(in millions)	2022		2021
Income from operations	Income from operations	$	533.7	$	286.7		Income from operations	$	600.4	$	533.7
Litigation (1)		(13.5)		12.8
Litigation and audit assessments (1) (2) (3)							Litigation and audit assessments (1) (2) (3)	62.2		(13.5)
Acquisition-related costs ~~(2)~~(4)	Acquisition-related costs ~~(2)~~(4)	1.9		—			Acquisition-related costs ~~(2)~~(4)	0.3		1.9
Goodwill impairment ~~(3)~~(5)	Goodwill impairment ~~(3)~~(5)	10.6		—			Goodwill impairment ~~(3)~~(5)	—		10.6
Restructuring—net (4)		—		1.0
Property gain—net (6)							Property gain—net (6)	(50.9)		—
Sale of business (7)							Sale of business (7)	5.0		—

Adjusted income from operations	Adjusted income from operations	$	532.7	$	300.5		Adjusted income from operations	$	617.0	$	532.7

(1)Includes a $57.0 million charge for an adverse settlement related to a lawsuit with former owners of WSL, inclusive of prejudgment interest and the former owners’ attorneys’ fees, for the year ended December 31, 2022. Refer to Note 13, Commitments and Contingencies, for more information.

(2)Includes $5.2 million in charges related to an adverse audit assessment for prior period state sales tax on rolling stock equipment used within that state, for the year ended December 31, 2022.

(3)In ~~2020,~~2021, we recorded ~~expense for~~a $13.5 million recovery of an adverse tax ruling from 2020 related to prior period federal excise taxes ~~including court awarded costs and interest,~~ as a result of ~~an adverse tax ruling which we disputed. In 2021, after~~ a favorable ruling in the U.S. Court of ~~Appeals, we recorded a recovery of such taxes~~Appeals.

(4)Advisory, legal, and ~~interest upon confirmation from~~accounting costs related to the ~~IRS of the refund amount.~~Company’s acquisitions. Refer to Note ~~14,~~2, ~~Commitments and Contingencies~~Acquisitions, for additional details.

(5)Goodwill impairment charge recorded for our Asia reporting unit during the year ended December 31, 2021. Refer to Note 6, Goodwill and Other Intangible Assets, for more information.

(6)Net gain on the sale of our Canadian facility due to a change in approach to servicing Canada.

(7)Loss from sale of our China-based logistics operations. See Note 1, Summary of Significant Accounting Policies, for additional details.

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~~(2)Advisory, legal, and accounting costs related to the December 31, 2021 acquisition of MLS. Refer to Note 2,~~ ~~Acquisition, for additional details.~~

~~(3)Goodwill impairment charge recorded for our Asia reporting unit in the fourth quarter of 2021. Refer to Note 6,~~ ~~Goodwill,~~ ~~for more information.~~

~~(4)Activity associated with the shutdown of the FTFM service offering. Refer to Note 16,~~ ~~Restructuring, for additional details.~~

Adjusted operating ratio
Year Ended December 31,
(in millions, except ratios) 2021 2020
Total operating expenses $ 5,075.0 $ 4,266.1
Divide by: Operating revenues 5,608.7 4,552.8
Operating ratio 90.5 % 93.7 %
Total operating expenses $ 5,075.0 $ 4,266.1
Adjusted for:
Fuel surcharge revenues (444.8) (318.3)
Litigation 13.5 (12.8)
Acquisition-related costs (1.9) —
Goodwill impairment (10.6) —
Restructuring—net — (1.0)
Adjusted total operating expenses $ 4,631.2 $ 3,934.0
Operating revenues $ 5,608.7 $ 4,552.8
Less: Fuel surcharge revenues 444.8 318.3
Revenues (excluding fuel surcharge) $ 5,163.9 $ 4,234.5
Adjusted operating ratio 89.7 % 92.9 %


	Year Ended December 31,
(in millions, except ratios)	2022			2021
Total operating expenses	$	6,004.0		$	5,075.0
Divide by: Operating revenues	6,604.4			5,608.7
Operating ratio	90.9		%	90.5		%

Total operating expenses	$	6,004.0		$	5,075.0
Adjusted for:
Fuel surcharge revenues	(862.5)			(444.8)
Litigation and audit assessments	(62.2)			13.5
Acquisition-related costs	(0.3)			(1.9)
Goodwill impairment	—			(10.6)
Property gain—net	50.9			—
Sale of business	(5.0)			—

Adjusted total operating expenses	$	5,124.9		$	4,631.2

Operating revenues	$	6,604.4		$	5,608.7
Less: Fuel surcharge revenues	862.5			444.8
Revenues (excluding fuel surcharge)	$	5,741.9		$	5,163.9

Adjusted operating ratio	89.3		%	89.7		%

Adjusted net income


		Year Ended December 31,				Year Ended December 31,
(in millions)	(in millions)	2021		2020			(in millions)	2022		2021
Net income	Net income	$	405.4	$	211.7		Net income	$	457.8	$	405.4
Litigation		(13.5)		12.8
Litigation and audit assessments							Litigation and audit assessments	62.2		(13.5)
Acquisition-related costs	Acquisition-related costs	1.9		—			Acquisition-related costs	0.3		1.9
Goodwill impairment	Goodwill impairment	10.6		—			Goodwill impairment	—		10.6
Restructuring—net		—		1.0

Property gain—net							Property gain—net	(50.9)		—
Sale of business							Sale of business	5.0		—
Income tax effect of non-GAAP adjustments (1)	Income tax effect of non-GAAP adjustments (1)	2.8		(3.5)			Income tax effect of non-GAAP adjustments (1)	(2.9)		2.8
Adjusted net income	Adjusted net income	$	407.2	$	222.0		Adjusted net income	$	471.5	$	407.2

(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. ~~The Asia~~There were no income tax effects related to the sale of business in 2022 or the goodwill impairment in ~~2021 was not subject to taxes.~~

2021.

Year Ended December 31, ~~2021~~2022 Compared to Year Ended December 31, ~~2020~~

2021

Enterprise Results Summary

Enterprise net income increased ~~$193.7~~$52.4 million, approximately ~~91%~~13%, in the year ended December 31, ~~2021~~2022 compared to ~~2020,~~2021, primarily due to a ~~$247.0~~$66.7 million increase in income from operations, partially offset by the corresponding increase in the provision for income taxes. In addition, net income in ~~2021~~2022 and ~~2020~~2021 included pre-tax equity investment net gains of $13.7 million and $21.6 million, ~~and $8.8~~respectively.

Adjusted net income increased $64.3 million, ~~respectively.~~approximately 16%.

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~~Adjusted net income increased $185.2 million, approximately 83%.~~

Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues increased ~~$1,055.9~~$995.7 million, approximately ~~23%~~18%, in the year ended December 31, ~~2021~~2022 compared to ~~2020.~~

2021.

Factors contributing to the increase were as follows:

•a $417.7 million increase in fuel surcharge revenues resulting from increased fuel prices in 2022 compared to 2021, as well as fuel surcharge revenues from the acquisition of MLS;

•a ~~$679.4~~$301.7 million increase in Truckload segment revenues (excluding fuel surcharge) driven by the addition of revenues (excluding fuel surcharge) from the acquisition of MLS, improved revenue per truck per week, and increased dedicated volumes, partially offset by lower network volumes due to driver capacity constraints, reduced network productivity, and moderating market demand;

•a $147.5 million increase in Logistics segment revenues (excluding fuel surcharge) resulting from volume growth within our brokerage business (including our Power Only offering) and incremental port dray revenues from port congestion and supply chain constraints, partially offset by decreased revenue per order within our brokerage business; and

•a $144.3 million increase in Intermodal segment revenues (excluding fuel surcharge) due to an increase in revenue per ~~order and volume growth;~~

•~~a $168.4 million increase in Intermodal segment revenues (excluding fuel surcharge) driven by improvement in revenue per order and an increase in orders despite network fluidity constraints;~~

•a $126.5 million increase in fuel surcharge revenues resulting from an increase in fuel prices in 2021 compared to 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 27% between such periods) and an increase in Intermodal volumes, partially offset by a decrease in Truckload volumes; and

•~~an $83.9 million increase in Truckload segment revenues (excluding fuel surcharge) driven by improved revenue per truck per week, partially offset by lower volumes due to driver capacity constraints.~~

order.

Enterprise revenues (excluding fuel surcharge) increased ~~$929.4~~$578.0 million, approximately ~~22%~~11%.

Enterprise Income from Operations and Operating Ratio

Enterprise income from operations increased ~~$247.0~~$66.7 million, approximately ~~86%~~12%, in the year ended December 31, ~~2021~~2022 compared to ~~2020,~~2021, primarily due to ~~increases~~an increase in revenue per order in Intermodal, revenue per truck per week in Truckload, ~~revenue per order in Intermodal,~~ and net revenue per order in Logistics ~~largely~~ driven by strong freight market conditions ~~and~~in the first half of 2022, in addition to effective network and revenue management. A ~~$70.6~~net gain on sale of $50.9 million ~~improvement~~ in ~~equipment dispositions and a $26.3 million favorable change related~~connection with the sale of our Canadian facility due to a ~~2020 adverse tax ruling that was overturned~~change in ~~2021~~approach to servicing Canada also contributed to ~~improved income from operations.~~the increase. Volumes grew in dedicated Truckload with the acquisition of MLS and new business start-ups, while our brokerage business experienced an 8% increase in order volume driven by leveraging our Schneider FreightPower® digital platform and the expansion of our Power Only offering. The above factors were partially offset by an increase in ~~driver~~driver-related costs resulting from ~~additional~~pay increases, costs incurred to attract and retain an increased number of company drivers in 2022; higher rail purchased transportation costs within Intermodal; a ~~reduction~~$57.0 million adverse settlement related to a lawsuit with former owners of WSL; fewer equipment sales resulting in ~~Truckload freight volumes~~lower gains; and higher maintenance costs due to ~~industry-wide capacity constraints, and higher rail costs.~~

inflationary cost pressures.

Adjusted income from operations increased ~~$232.2~~$84.3 million, approximately ~~77%~~16%.

Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on a GAAP basis but improved on ~~both a GAAP and~~an adjusted basis when compared to the same period ~~of 2020.~~in 2021. 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 ~~$659.9~~$245.2 million, or ~~33%~~9%, year over year, ~~primarily resulting from increased third party carrier costs due~~mainly related to ~~higher purchased transportation costs per order and volume growth within Logistics, as well as~~ higher rail purchased transportation resulting from an increase in ~~both~~ rail costs ~~and orders~~ in Intermodal. Third-party carrier costs also increased due to volume growth and purchased transportation costs recorded related to the acquisition of MLS, partially offset by lower purchased transportation costs per order within Logistics.

•Salaries, wages, and benefits increased ~~$103.0~~$226.5 million, or ~~10%~~20%, year over year, ~~driven by increases in~~largely due to higher driver pay within Truckload and Intermodal ~~driver pay, Logistics salaries and wages, performance-based incentive compensation, and healthcare costs. The increases in driver pay were largely the result of~~resulting from pay increases and actions taken to address driver capacity constraints, ~~while the increase~~ in ~~Logistics salaries and wages was primarily due~~addition to an increase in ~~headcount and sales commissions. Healthcare costs increased 17% when compared to the prior year mainly resulting from~~company drivers. The acquisition of MLS, an increase in headcount across the ~~severity~~organization, and ~~frequency of claims in 2021.~~incremental healthcare costs contributed to the remaining increase year over year.

•Fuel and fuel taxes for company trucks increased ~~$77.0~~$239.6 million, or ~~38%~~85%, year over year,driven ~~primarily~~ by an increase in cost per gallon ~~partially offset by a decrease in company driver miles resulting from industry-wide capacity constraints.~~and additional fuel expense recorded related to the acquisition of MLS. A significant portion of fuel costs are recovered through our fuel surcharge programs.

•Depreciation and amortization increased ~~$5.7~~$53.8 million, or 2%18%, year over year, ~~primarily~~largely due to the acquisition of MLS, which accounted for nearly half of the increase. The remaining increase was driven by ~~an increase in internal use software amortization.~~

•~~Operating supplies~~additional depreciation expense resulting from truck and ~~expenses decreased $70.6 million, or 13%, year over year, a result of a $70.1 million favorable~~trailer growth within Truckload and container growth within Intermodal.

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~~change~~•Operating supplies and expenses—net increased $71.6 million, or 15%, year over year, driven by lower gains from equipment sales period over period, higher maintenance costs due to inflationary cost pressures and the MLS acquisition, an increase in equipment ~~dispositions driven by a strong used equipment market and~~rental expense largely due to port congestion, an increase in operating taxes resulting from the ~~strength~~$13.5 million recovery of ~~our nationwide maintenance network in facilitating equipment sales, a $26.3 million favorable change related to a $12.8 million adverse tax ruling in 2020 and its reversal (plus interest)~~prior period federal excise taxes in 2021 and ~~a decrease~~the $5.2 million in expense in 2022 related to an adverse audit assessment over the applicability of state sales tax, as well as additional rail storage expenses caused by network fluidity challenges. These factors were partially offset by the gain relating to the sale of the Company’s Canadian facility in the first quarter of 2022 and lower cost of goods sold in our leasing business ~~as a result of reduced lease activity. These factors were partially offset by an increase in equipment rental expense~~ due to ~~port congestion and higher customer dwell times, additional rail storage expenses caused by network fluidity constraints, and an increase~~a reduction in ~~a variety of other operating-related areas that were individually immaterial.~~lease activity.

•Insurance and related expenses ~~decreased $3.7~~increased $20.6 million, or 4%25%, year over year, primarily due to ~~favorability~~increases in auto liability ~~resulting from a decrease~~insurance costs relating to favorable claims frequency and severity in ~~claims severity and frequency.~~2021 compared to 2022, as well as the additional insurance premium costs for MLS in 2022.

•Other general expenses increased ~~$28.0~~$82.3 million, or ~~26%~~61%, year over year, primarily due to ~~higher driver onboarding costs as the costs~~a $57.0 million adverse settlement related to ~~attract and retain drivers increased as~~ a ~~result~~lawsuit with former owners of ~~constrained industry-wide capacity levels, which we expect to continue into 2022, compared to favorable driver turnover in 2020 during the onset of the COVID-19 pandemic.~~WSL. The remaining increase is attributable to increased ~~software development and~~ professional services expense, higher driver onboarding costs ~~including $1.9 million~~resulting from increased costs to attract and retain drivers, and the hiring of ~~acquisition-related costs associated with the acquisition of MLS~~company drivers in ~~2021.~~2022.

•Goodwill impairment charges ~~increased~~decreased $10.6 million year over year, due to the full impairment recorded for our Asia reporting unit in 2021.

Total Other Expenses (Income)

Total other income ~~increased $12.1~~decreased $4.7 million in the year ended December 31, ~~2021~~2022 compared to ~~2020,~~2021, primarily due to a ~~$12.8~~$7.9 million ~~increase~~decrease in pre-tax equity investment net gains as we recorded a$13.7 million in pre-tax net ~~gain of~~gains in 2022 compared to $21.6 million in ~~2021 compared to an $8.8 million pre-tax gain in 2020.~~2021. See Note 5, Investments, for more information on our equity investments.

Income Tax Expense

Our provision for income taxes increased ~~$65.4~~$9.6 million, approximately ~~92%~~7%, in the year ended December 31, ~~2021~~2022 compared to ~~2020~~2021 due to higher taxable income. Our effective income tax rate was ~~25.2%~~24.2% for the ~~years~~year ended December 31, ~~2021~~2022 and ~~2020.~~25.2% in 2021. While we anticipate that our ongoing effective tax rate will be ~~25.0%~~24.5% - ~~25.5%~~25.0%, our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.

Revenues and Income (Loss) from Operations by Segment

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

Year Ended December 31,
Revenues by Segment (in millions)
2021 2020
Truckload $ 1,934.9 $ 1,851.0
Intermodal 1,143.1 974.7
Logistics 1,808.7 1,129.3
Other 365.3 359.0
Fuel surcharge 444.8 318.3
Inter-segment eliminations (88.1) (79.5)
Operating revenues $ 5,608.7 $ 4,552.8

Year Ended December 31,
Income (Loss) from Operations by Segment (in millions)
2021 2020
Truckload $ 284.7 $ 187.8
Intermodal 155.2 75.0
Logistics 92.4 43.1
Other 1.4 (19.2)
Income from operations 533.7 286.7
Adjustments:
Litigation (13.5) 12.8
Acquisition-related costs 1.9 —
Goodwill impairment 10.6 —
Restructuring—net — 1.0
Adjusted income from operations $ 532.7 $ 300.5


	Year Ended December 31,
Revenues by Segment (in millions)	2022		2021
Truckload	$	2,236.6	$	1,934.9
Intermodal	1,287.4		1,143.1
Logistics	1,956.2		1,808.7
Other	364.0		365.3
Fuel surcharge	862.5		444.8
Inter-segment eliminations	(102.3)		(88.1)
Operating revenues	$	6,604.4	$	5,608.7

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	Year Ended December 31,
Income (Loss) from Operations by Segment (in millions)	2022		2021
Truckload	$	352.2	$	284.7
Intermodal	165.1		155.2
Logistics	141.2		92.4
Other	(58.1)		1.4
Income from operations	600.4		533.7
Adjustments:
Litigation and audit assessments	62.2		(13.5)
Acquisition-related costs	0.3		1.9
Goodwill impairment	—		10.6

Property gain—net	(50.9)		—
Sale of business	5.0		—
Adjusted income from operations	$	617.0	$	532.7

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

Truckload

The following table presents ~~the KPIs for~~ our Truckload segment KPIs for the periods indicated, consistent with how revenues and expenses are reported internally for segment purposes.

The Truckload KPIs below do not contemplate the impacts of our acquisition of MLS on December 31, 2021. As of December 31, 2021, MLS operated approximately 900 tractors and 3,600 trailers.

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 ~~shipment.~~shipments.

Year Ended December 31,
2021 2020
Dedicated
Revenues (excluding fuel surcharge) (1)
$ 818.3 $ 709.5
Average trucks (2) (3)
4,265 3,940
Revenue per truck per week (4)
$ 3,756 $ 3,514
Network
Revenues (excluding fuel surcharge) (1)
$ 1,115.0 $ 1,141.0
Average trucks (2) (3)
5,059 6,115
Revenue per truck per week (4)
$ 4,315 $ 3,642
Total Truckload
Revenues (excluding fuel surcharge) (5)
$ 1,934.9 $ 1,851.0
Average trucks (2) (3)
9,324 10,055
Revenue per truck per week (4)
$ 4,059 $ 3,592
Average company trucks (3)
6,987 7,255
Average owner-operator trucks (3)
2,337 2,800
Trailers (6)
36,601 36,921
Operating ratio (7)
85.3 % 89.9 %
MLS and deBoer impacts are included within dedicated operations beginning in the first and third quarters of 2022, respectively. The Truckload KPIs for the year ended December 31, 2021, do not contemplate the impacts of our acquisition of MLS on December 31, 2021. As of December 31, 2021, MLS operated approximately 900 tractors and 3,600 trailers.


	Year Ended December 31,
	2022			2021
Dedicated
Revenues (excluding fuel surcharge) (1)	$	1,190.4		$	818.3
Average trucks (2) (3)	5,915			4,265
Revenue per truck per week (4)	$	3,948		$	3,756
Network
Revenues (excluding fuel surcharge) (1)	$	1,045.1		$	1,115.0
Average trucks (2) (3)	4,534			5,059
Revenue per truck per week (4)	$	4,522		$	4,315
Total Truckload
Revenues (excluding fuel surcharge) (5)	$	2,236.6		$	1,934.9
Average trucks (2) (3)	10,449			9,324
Revenue per truck per week (4)	$	4,197		$	4,059
Average company trucks (3)	8,438			6,987
Average owner-operator trucks (3)	2,011			2,337
Trailers (6)	43,950			36,601
Operating ratio (7)	84.3		%	85.3		%

(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.

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(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 ~~$83.9~~$301.7 million, approximately 5%16%, in the year ended December 31, ~~2021~~2022 compared to ~~2020, resulting from price improvements being largely offset by a 10% decline in volume. Revenue per truck per week increased $467, or 13%, year over year,~~2021 due to ~~a 17%~~an 8% increase in rate per loaded mile ~~driven by higher contract~~realized in response to the impacts of inflation on operating costs and ~~spot rates~~challenges at customer locations resulting in ~~an inflationary market,~~longer dwell times, partially offset by reduced network productivity, and a 7% increase in volume driven by the acquisition of MLS and new business start-ups within dedicated, partially offset by lower network volume mainly due to ~~network disruptions. While our dedicated business experienced growth year over year as a result of new business wins, overall Truckload order volumes declined primarily driven by~~ driver capacity constraints ~~within our network business.~~

and moderating market demand.

Truckload income from operations increased ~~$96.9~~$67.5 million, approximately ~~52%~~24%, in the year ended December 31, ~~2021~~2022 compared to ~~2020, primarily due~~2021. Factors contributing to the ~~impact~~increase in income from operations include favorable pricing conditions, a $50.9 million net gain related to the sale of ~~contract renewals~~the Company’s Canadian facility, and ~~favorable spot market pricing, in addition to a $58.1 million favorable change in equipment dispositions.~~additional dedicated volumes inclusive of the MLS acquisition. These items were partially offset by lower volumes within network; an increase in driver-related costs ~~as a result of~~resulting from pay increases, ~~and~~ actions taken to attract and retain drivers, and an increase in ~~response~~company drivers within dedicated; lower gains from equipment sales; higher maintenance costs due to ~~industry-wide driver capacity constraints, in addition to the earnings impact~~inflationary cost pressures; and additional depreciation expense incurred as a result of ~~reduced volumes, noted above.~~

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truck and trailer growth.

Intermodal

The following table presents the KPIs for our Intermodal segment for the periods indicated.


		Year Ended December 31,							Year Ended December 31,
		2021			2020				2022			2021
Orders (1)	Orders (1)	448,568			433,358			Orders (1)	453,218			448,568
Containers	Containers	25,187			21,890			Containers	28,035			25,187
Trucks (2)	Trucks (2)	1,602			1,629			Trucks (2)	1,588			1,602
Revenue per order (3)	Revenue per order (3)	$	2,526		$	2,208		Revenue per order (3)	$	2,845		$	2,526
Operating ratio (4)	Operating ratio (4)	86.4		%	92.3		%	Operating ratio (4)	87.2		%	86.4		%

(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 ~~$168.4~~$144.3 million, approximately ~~17%~~13%, in the year ended December 31, ~~2021~~2022 compared to ~~2020.~~2021. Revenue per order increased ~~$318,~~$319, or ~~14%~~13%, and orders increased 1% driven primarily by strong but moderating market conditions ~~resulting in improvements in price and increased premium opportunities,~~during 2022. This was partially offset by shorter length of haul due to growth in the East which typically has a lower length of haul and revenue per order. ~~Orders also increased 4% due to favorable market demand conditions, despite supply chain inefficiencies resulting in extended container dwell times and rail network disruptions.~~

Intermodal income from operations increased ~~$80.2~~$9.9 million, approximately ~~107%~~6%, in the year ended December 31, ~~2021~~2022 compared to ~~2020,~~2021 mainly due to factors impacting revenues discussed above, ~~and a $12.1 million favorable change in equipment dispositions,~~ partially offset by higher rail-related costs largely related to the impact of network fluidity issues, increased fuel expenses, and ~~capacity challenges on rail~~increased driver-related costs to attract and ~~driver-related costs.~~

retain drivers.

Logistics

The following table presents the KPI for our Logistics segment for the periods indicated.
Year Ended December 31,
2021 2020
Operating ratio (1)
94.9 % 96.2 %


	Year Ended December 31,
	2022		2021
Operating ratio (1)	92.8	%	94.9	%

(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.

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Logistics revenues (excluding fuel surcharge) increased ~~$679.4~~$147.5 million, approximately ~~60%~~8%, in the year ended December 31, ~~2021~~2022 compared to ~~2020.~~2021. This increase was mainly the result of ~~an increase in revenue per order and 20%~~8% volume growth within our brokerage business driven by supportive market conditions ~~in addition to~~during the first half of 2022, expansion of our Power Only offering and Schneider FreightPower® digital ~~platform.~~

platform, and additional port dray revenues in the first half of 2022. This was partially offset by a decrease in revenue per order.

Logistics income from operations increased ~~$49.3~~$48.8 million, approximately ~~114%~~53%, in the year ended December 31, ~~2021~~2022 compared to ~~2020,~~2021, primarily due to net revenue per order improvements within our brokerage business and volume growth, as cited above.

Other

Included in Other was ~~income~~a loss from operations of ~~$1.4~~$58.1 million in the year ended December 31, ~~2021~~2022 compared to ~~a loss from operations~~income of ~~$19.2~~$1.4 million in ~~2020.~~2021. The ~~fluctuation~~change was primarily ~~driven by~~due to a ~~$26.3~~$57.0 million ~~favorable change~~adverse settlement related to a lawsuit with former owners of WSL, a $5.2 million expense related to an adverse audit assessment over the applicability of state sales tax, and a $5.0 million loss related to the sale of the Asia business in 2022. In 2021, we received a refund of $13.5 million for excise taxes paid in a 2020 ~~adverse tax ruling~~audit assessment that was subsequently overturned, ~~in 2021 and an increase in income from operations within our leasing business driven by a decrease in cost of goods sold. These factors were~~ partially offset by ~~an increase in performance-based incentive compensation year over year, in addition to~~ a $10.6 million goodwill impairment ~~charge~~recorded for our Asia reporting ~~unit in 2021.~~

unit.

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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 $150.0 million accounts receivable facility, for which our combined available capacity as of December 31, ~~2021~~2022 was ~~$325.8~~$322.8 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) December 31, 2021 December 31, 2020
Cash and cash equivalents $ 244.8 $ 395.5
Marketable securities 49.3 47.1
Total cash, cash equivalents, and marketable securities $ 294.1 $ 442.6
Debt:
Senior notes $ 265.0 $ 305.0
Finance leases 5.3 2.0
Total debt (1)
$ 270.3 $ 307.0

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


(in millions)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	385.7	$	244.8
Marketable securities	45.9		49.3
Total cash, cash equivalents, and marketable securities	$	431.6	$	294.1

Debt:
Senior notes	$	205.0	$	265.0
Finance leases	10.1		5.3
Total debt	$	215.1	$	270.3

Debt

At December 31, ~~2021,~~2022, 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 ~~more~~ information about our ~~short-term and long-term~~ financing arrangements.

Cash Flows

The following table summarizes the changes to our net cash flows provided by (used in) operating, investing, and financing activities for the periods indicated.
Year Ended December 31,
(in millions) 2021 2020
Cash provided by operating activities $ 566.1 $ 618.2
Cash used in investing activities (626.4) (318.7)
Cash used in financing activities (90.4) (455.6)


	Year Ended December 31,
(in millions)	2022		2021
Net cash provided by operating activities	$	856.4	$	566.1
Net cash used in investing activities	(598.8)		(626.4)
Net cash used in financing activities	(116.7)		(90.4)

Operating Activities

~~Cash~~Net cash provided by operating activities ~~decreased $52.1~~increased $290.3 million, approximately 8%51%, during ~~2021~~2022 compared to ~~2020.~~2021. The ~~decrease~~increase was ~~the~~a result of ~~an increase in cash used for working capital, partially offset by~~ an increase in net income adjusted for various noncash ~~charges.~~charges and a decrease in cash used for working capital. Working capital changes ~~decreasing net cash provided by operating activities~~ were driven by an increase in cash provided by trade accounts receivable, ~~which increased proportionate to revenue growth, and~~primarily resulting from a decrease in ~~other liabilities primarily related~~trade accounts receivable during 2022 compared to ~~the~~an increase in 2021, as well as prior year’s $30.7 million payment of payroll taxes deferred under the CARES Act, partially offset by a decrease in accounts payable.

Investing Activities

Net cash used in investing activities decreased $27.6 million, approximately 4%, during ~~2021,~~2022 compared to 2021. The decrease in ~~comparison~~cash used relates primarily to ~~the ending 2020 accrual.~~a $239.6 million decrease in amounts used for acquisitions and sale of business, net of cash, partially offset by an increase in net capital expenditures and additional investments in equity securities in 2022.

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~~Investing Activities~~

Cash used in investing activities increased $307.7 million, approximately 97%, during 2021 compared to 2020. The increase in cash used was primarily driven by the Company’s acquisition of 100% of the outstanding equity of MLS for $271.3 million on December 31, 2021, as well as a $34.0 million increase in net capital expenditures.

Net Capital Expenditures

The following table sets forth our net capital expenditures for the periods indicated.
Year Ended December 31,
(in millions) 2021 2020
Purchases of transportation equipment $ 399.4 $ 274.8
Purchases of other property and equipment 49.5 49.7
Proceeds from sale of property and equipment (177.8) (87.4)
Net capital expenditures $ 271.1 $ 237.1


	Year Ended December 31,
(in millions)	2022		2021
Purchases of transportation equipment	$	535.1	$	399.4
Purchases of other property and equipment	52.9		49.5
Proceeds from sale of property and equipment	(126.3)		(177.8)
Net capital expenditures	$	461.7	$	271.1

Net capital expenditures increased ~~$34.0~~$190.6 million in ~~2021~~2022 compared to ~~2020.~~2021. The increase was driven by a ~~$124.6~~$135.7 million increase in purchases of transportation equipment mainly due to ~~replacement~~growth capital and ~~to reduce the age of our tractor fleet, partially offset by~~higher costs for new equipment and a ~~$90.4~~$51.5 million ~~increase~~decrease in proceeds from the sale of property and equipment. The decrease in proceeds is primarily due to fewer equipment ~~primarily resulting from higher proceeds per unit and increased tractor and trailer sales. The higher proceeds per unit in 2021 were driven~~sales, partially offset by the ~~current supply and demand environment, and we expect to see this trend persist as long as there are shortages~~sale of our Canadian facility in the ~~supply chain.~~

first quarter of 2022.

We currently anticipate 2023 net capital expenditures ~~in 2022~~ to be ~~approximately $450.0~~$525.0 - $575.0 million.

Financing Activities

~~Cash~~Net cash used in financing activities ~~decreased $365.2~~increased $26.3 million, approximately ~~80%~~29%, during ~~2021~~2022 compared to ~~2020. The~~2021.The main ~~drivers~~driver of the ~~decrease~~increase in net cash used ~~were~~was a ~~$350.4~~$60.0 million ~~decrease in dividend payments primarily the result~~repayment of ~~the 2020 special dividend of $2.00 per share, and the $25.0 million and $30.0 million repayments of~~a private placement ~~notes~~note in ~~March and September of 2020, respectively; partially offset by the~~2022 compared to 2021’s $40.0 million repayment of a private placement ~~notes in November 2021.~~note.

Other Considerations That Could Affect Our Results, Liquidity, and 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 within other expense (income)—net on the consolidated statements of comprehensive income. In the year ended December 31, 2021, the Company recognized a pre-tax net gain of $7.7 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~~

While the ongoing COVID-19 pandemic creates potential liquidity risks, 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 $294.1 million and $325.8 million of unused credit capacity as of December 31, 2021. Our outstanding debt at the end of 2021 was $270.3 million, of which $61.4 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.

Off-Balance Sheet Arrangements

As of December 31, ~~2021,~~2022, 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.

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Contractual Obligations

As of December 31, ~~2021,~~2022, we had contractual obligations related to our long-term debt of ~~$265.0~~$205.0 million and ~~$22.6~~$14.2 million for principal borrowings and interest, respectively, which become due through 2025. See Note 7, Debt and Credit Facilities, for additional information regarding our debt obligations. We also have contractual obligations for finance and operating leases and purchase commitments related to agreements to purchase transportation equipment. See Note 8, Leases, and Note ~~14,~~13, Commitments and Contingencies, respectively, for additional information regarding our lease and purchase commitment obligations.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements in accordance with GAAP requires that management make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent liabilities. Management evaluates these estimates on an ongoing basis, using historical experience, consultation with third parties, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position, or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

The estimates discussed below include the financial statement elements that are either the most judgmental or involve the selection or application of alternative accounting policies and are material to our consolidated financial statements. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board and with our independent registered public accounting firm.

Claims Accruals

Reserves are established based on estimated or expected losses for claims. The primary claims arising for the Company 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 self-insurance levels for these various areas

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of risk and have established reserves to cover self-insured liabilities. The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates, policy exhaustion, and claim type. We also maintain insurance to cover liabilities in excess of the self-insurance amounts to limit our exposure to catastrophic claim costs or damages. We are substantially self-insured for loss of and damage to our owned and leased equipment. The current claims settlement environment within the industry has resulted in excess insurance carriers decreasing coverage and increasing premiums. As a result of this trend, we may experience increases in our insurance and claims expense.

Our reserves represent accruals for the estimated self-insured and reinsured portions of pending claims, including adverse development of known claims, as well as incurred but not reported claims. Our estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, the specific facts of individual cases, the jurisdictions involved, estimates of future claims development, and the legal and other costs to settle or defend the claims. The actual cost to settle our self-insured claim liabilities can differ from our reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity of a claim and the potential amount to defend and settle a claim. At December 31, ~~2021~~2022 and ~~2020,~~2021, we had an accrual of ~~$158.3~~$164.9 million and ~~$144.2~~$158.3 million, respectively, for estimated claims net of reinsurance receivables.

We have significant exposure to fluctuations in the number and severity of claims. If there is an increase in the frequency and/or severity of claims, we are required to accrue or pay additional amounts if the claims prove to be more severe than originally assessed or exceed the limits of our insurance coverage, and our profitability would be adversely affected. In addition to estimates within our self-insured retention, we also must make judgments concerning our coverage limits. If any claim were to exceed our coverage limits, we would have to accrue for the excess amount. Our critical estimates include evaluating whether a claim may exceed such limits and, if so, by how much. Currently, we are not aware of any such claims. If one or more claims were to exceed our effective coverage limits, our financial condition and results of operations could be materially and adversely affected.

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators or outside counsel, as well as legal, economic, and regulatory factors. Our insurance and claims personnel work directly with representatives from the insurance companies to provide updated estimates of the potential loss associated with each tendered claim. The ultimate cost of a claim is developed over time as additional information regarding the nature, timing, and extent of damages claimed becomes available.

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Goodwill

To expand our business offerings, we have, on occasion, acquired other companies. In a business combination, the consideration is first assigned to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill. Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount rate applied to the cash flows. Goodwill is not amortized but is assessed for impairment at least annually and more frequently if a triggering event indicates that impairment may exist.

Our goodwill balance at December 31, 2022 and 2021 ~~and 2020~~ was ~~$240.5~~$228.2 million and ~~$128.1~~$240.5 million, respectively. Goodwill is evaluated for impairment annually at the reporting unit level, or more frequently if events or circumstances indicate the carrying value is not recoverable. A reporting unit can be a segment or business within a segment. When reviewing goodwill for impairment, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit’s last quantitative test, the extent a reorganization or disposition changes the composition of one or more of our reporting units, and other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, we assess numerous factors to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying values. Examples of qualitative factors that are assessed include our share price, financial performance, market and competitive factors in our industry, and other events specific to our reporting units. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. In the quantitative impairment evaluation, the carrying value of a reporting unit, including goodwill, is compared with its fair value. We base our fair value estimation on a valuation, which uses a combination of (1) an income approach based on the present value of estimated future cash flows and (2) a market ~~approach~~approaches based on ~~market price data~~EBITDA valuation multiples of ~~shares of our company~~comparable companies and ~~others in our industry to value our reporting units.~~transactions. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded equal to that excess. Significant judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows. Assumptions used in impairment evaluations, such as forecasted growth rates and our cost of capital, are based on the best available market information and are consistent with our internal forecasts and operating plans. These assumptions could be adversely impacted by certain risks discussed earlier in this document.

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The Company acquired MLS on December 31, 2021 and deBoer on June 7, 2022. As a result of these acquisitions, the Company recorded additions to our goodwill of $104.3 million and $6.1 million, respectively. Goodwill recorded as a result of the Company’s acquisition of MLS represents its own reporting unit, while goodwill recorded as a result of the deBoer acquisition is included in our VTL/Dedicated Services reporting unit as drivers and assets were deployed within this business and deBoer operations ceased.

We completed the required annual goodwill impairment assessment for ~~all~~our three ~~of our~~ reporting units with goodwill as of October 31, ~~2021. A qualitative goodwill assessment was performed for~~2022 using quantitative assessments. The fair values of our VTL/Dedicated Services ~~reporting unit,~~ and ~~quantitative assessments were performed for our~~ Import/Export ~~and Asia~~ reporting ~~units.~~units were substantially in excess of their respective carrying value. The fair value of ~~the Import/Export~~our MLS reporting unit ~~was significantly in excess of~~exceeded its carrying value ~~while our Asia~~by less than 5%. The determination of fair value of MLS was based on the discounted cash flow, guideline public company, and guideline transaction methods using key assumptions included in the table below. An increase in the discount rate, decrease in the long-term growth rate or projected profitability if future financial performance doesn't meet management's expectations, or reduction in market multiples for comparable companies may result in the carrying value of this reporting unit ~~had a carrying value in excess of~~exceeding its fair value ~~requiring full~~which would result in an impairment of ~~its remaining~~ goodwill recorded for the MLS reporting unit. MLS’s operating performance has exceeded expectations since acquisition, and recent new business wins have made a positive impact on future projections.


MLS Goodwill Key Assumptions	October 31, 2022
Discount rate (1)	11.0	%
Long-term revenue growth rate (2)	3.0	%
Valuation multiples (3)	5.0x - 6.0x

(1)The discount rate is based on the Company’s Weighted Average Cost of ~~$10.6 million.~~ Capital.

(2)The long-term ~~earnings~~revenue growth rate ~~used in the 2021 goodwill valuation decreased from the prior year’s valuation as a result of lower profitability in~~applied to the terminal period ~~causing~~in our discounted cash flow was 3.0%. In the ~~Asia reporting unit’s carrying value~~forecasted periods leading up to ~~exceed its fair value at October 31, 2021.~~the terminal period, the revenue growth rates ranged from approximately 3.0% to 17.0% based on our current estimates for growth in those periods. Securing a significant new customer in early 2023 resulted in forecasted revenue growth of 17% for 2023.

(3)The EBITDA valuation multiples were selected considering the size, profitability, and growth of comparative public companies.

There were no triggering events identified from the date of our assessment through December 31, ~~2021~~2022 that would require an update to our annual impairment test. If future operating performance of our VTL/Dedicated Services, MLS, or Import/Export reporting units is below our expectations, or there are changes to forecasted growth rates or our cost of capital, a decline in the fair value of the reporting units could result, and we may be required to record a goodwill impairment charge. See Note 6, Goodwill and Other Intangible Assets, for more information.

Additionally, as a result of the Company’s acquisition of MLS on December 31, 2021, $122.7 million of goodwill was recorded representing the excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed. See Note 2, ~~Acquisition,~~ ~~for more information.~~

Business Combinations

We record assets acquired and liabilities assumed in a business combination under the purchase method of accounting where consideration is first assigned to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date.

Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation ~~methodologies such as the income, sales comparison, and market approaches.~~methodologies. For ~~the MLS acquisition,~~our recent acquisitions, fair value estimates of acquired property and equipment were based on an independent ~~appraisal, giving~~appraisals that gave consideration to the highest and best use of the assets. ~~Key assumptions used in the~~The transportation ~~equipment appraisals were based on the market approach,~~

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~~while key assumptions used in the~~equipment; land, buildings, and ~~improvements~~improvements; and other property and equipment appraisals ~~were based on~~used one, or a combination, of the market, income (direct capitalization) ~~and~~, or sales comparison ~~approaches, as appropriate. Our determination of the fair value of these assets involved the use of significant~~approaches. Significant estimates and assumptions, including recent ~~selling~~sales prices of similar equipment, asset condition, and current and anticipated market ~~trends.~~trends, were used in determining the fair values of these assets.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in certain commodity prices, equity prices, and inflation. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities. We have established policies, procedures, and internal processes governing our management of market risk and the use of financial instruments to manage our exposure to such risk.

Commodity Risk

We have commodity exposure with respect to fuel used in company-owned tractors. Increases in fuel prices will raise our operating costs, even after applying fuel surcharge revenues. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The average diesel price per gallon in the U.S., as reported by the Department of Energy, increased from ~~an average of $2.56 per gallon for fiscal year 2020 to an average of~~ $3.26 per gallon for fiscal year ~~2021.~~2021 to $4.96 per gallon for fiscal year 2022. We cannot predict the extent or speed of potential changes in fuel prices in the future, the degree to which the lag effect of our fuel surcharge programs will impact us as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset future increases. We generally have not used derivative financial instruments to hedge our fuel price exposure in the past but continue to evaluate this possibility.

~~Equity Price Risk~~

Our equity investment in TuSimple is susceptible to market price risk arising from uncertainties in the future market value, and a fluctuation in TuSimple’s share price could have an adverse impact on the fair value of our investment and, therefore, our results of operations. At December 31, 2021 the fair value of our investment in TuSimple was $12.7 million. A hypothetical 10% decrease in TuSimple’s share price would reduce the value of our equity investment by approximately $1.3 million.

Inflation Risk

Inflation can have an unfavorable impact on our operating costs, and a prolonged period of inflation could cause interest rates, fuel, wages, healthcare and other employee benefits, ~~revenue~~transportation equipment and related maintenance, insurance premiums, and other costs to increase, which would adversely affect our results of operations unless freight rates correspondingly increase. ~~However,~~During 2022, the U.S. experienced rising inflation, with levels reaching a 40-year high, and as a result, we ~~do not believe that inflation has had a material effect on~~have experienced increases in our ~~business, financial condition, or results~~fuel, transportation equipment, labor and third-party capacity, tire, and maintenance costs. To date, we have been able to recover the majority of ~~operations. If~~those price increases from our ~~costs were to become subject to significant inflationary pressures,~~customers; however, we may not be able to ~~fully offset such~~continue to recover higher costs ~~through price increases.~~if inflationary pressures persist. Our inability or failure to do so could harm our business, financial condition, and results of operations.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Schneider National, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Schneider National, Inc. and subsidiaries (the ~~“Company”~~"Company") as of December 31, ~~2021~~2022 and ~~2020,~~2021, the related consolidated statements of comprehensive income, cash flows, and ~~shareholders’~~shareholders' equity, for each of the three years in the period ended December 31, ~~2021,~~2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the ~~“financial statements”~~"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020,~~2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2021,~~2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the ~~Company’s~~Company's internal control over financial reporting as of December 31, ~~2021,~~2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February ~~18, 2022,~~17, 2023, expressed an unqualified opinion on the ~~Company’s~~Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~

Matters

The critical audit ~~matter~~matters communicated below ~~is a matter~~are matters arising from the current-period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which ~~it relates.~~

they relate.

Claims Accruals — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company is self-insured for various claims, which primarily relate to accident-related claims for personal injury, collision, and comprehensive compensation, along with ~~workers’~~workers' compensation. Claims accruals represent accruals for pending claims, including adverse development of known claims, as well as incurred but not reported claims. The claims accruals are based on estimated or expected losses for claims considering the nature and severity of each claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, the specific facts of individual cases, the jurisdictions involved for each case, estimates of future claims development, ~~the fluctuations in the number and severity of claims,~~ and the legal and other costs to settle or defend the claims. At December 31, ~~2021~~2022 and ~~2020,~~2021, the Company had an accrual of ~~$158.3~~$164.9 million and ~~$144.2~~$158.3 million, respectively, for estimated claims net of reinsurance receivables.

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The subjectivity of estimating the claims accruals for pending claims and incurred but not reported claims, requires a high degree of auditor judgement and an increased extent of effort. This includes the need to involve our actuarial specialists when performing audit procedures to evaluate whether claims accruals are appropriately stated as of December 31, ~~2021.~~2022.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the claims accruals included the following, among others:

•We tested the effectiveness of internal controls related to claims accruals, including those over the projected development of known claims and incurred but not reported claims.

•We evaluated the methods and assumptions used by management to estimate claims accruals by:

◦Testing the underlying data that served as the basis for the actuarial analysis, including reconciling the claims data to the Company’s actuarial analysis, testing the annual exposure data, and testing current year claims and payment data.

◦Comparing management’s selected claims accrual estimates to the range provided by their third-party actuary and to historical trends.

◦With the assistance of our actuarial specialists, we developed an independent range of estimates of the claims accruals, utilizing loss development factors from the Company’s historical data and industry claim development factors, and compared our estimated range to management’s recorded reserve.

Goodwill Valuation – Midwest Logistics Systems Reporting Unit — Refer to Note 6 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for potential impairment involves comparing the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using a combination of (1) an income approach based on the present value of estimated future cash flows and (2) market approaches based on Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) valuation multiples of comparable companies and transactions. Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount rate applied to the cash flows. Changes in these estimates, assumptions or judgments could have significant impacts in determining the fair value of reporting units, the amount of any goodwill impairment charge, or both. The goodwill balance was $228.2 million as of December 31, 2022, of which $104.3 million related to the Midwest Logistics Systems (“MLS”) reporting unit. As of October 31, 2022 (the date for the Company’s annual quantitative test for goodwill impairment), the fair value of MLS exceeded its carrying value by less than 5% and, therefore, no impairment was recognized.

The subjectivity of management’s estimates and assumptions related to the discount rate, forecasts of future revenues and profitability, and EBITDA valuation multiples requires a high degree of auditor judgement and an increased extent of effort. This includes the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate, forecasts of future revenues and profitability, and EBITDA valuation multiples for the MLS reporting unit included the following, among others:

•We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the selection of the discount rate, forecasts of future revenues and profitability and EBITDA valuation multiples.

•We evaluated the reasonableness of management’s forecasts for both revenue and profitability by comparing the forecasts to (1) historical results, (2) internal communications to the Board of Directors, (3) forecasted information in industry reports, and evaluated the reasonableness of near-term revenue growth by obtaining signed customer contracts.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by (1) testing the source information underlying the determination of the discount rate, (2) testing the mathematical accuracy of the calculations, and (3) developing a range of independent estimates and comparing those to the discount rate selected by management.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the EBITDA valuation multiples selected by management, which included assessing the appropriateness of the guideline companies and transactions.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February ~~18, 2022~~

17, 2023

We have served as the Company’s auditor since 2002.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Schneider National, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Schneider National, Inc. and subsidiaries (the “Company”) as of December 31, ~~2021,~~2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2021,~~2022, based on criteria established in I~~Internal~~nternal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, ~~2021,~~2022, of the Company and our report dated February ~~18, 2022,~~17, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Midwest Logistics Systems, Ltd., which was acquired on December 31, 2021, and whose financial statements constitute approximately 7.4% of total assets of the Company’s consolidated total assets as of December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting at Midwest Logistics Systems, Ltd.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ~~Management’s~~Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February ~~18, 2022~~17, 2023

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions, except per share data)


		Year Ended December 31,							Year Ended December 31,
		2021		2020		2019			2022		2021		2020
Operating revenues	Operating revenues	$	5,608.7	$	4,552.8	$	4,747.0	Operating revenues	$	6,604.4	$	5,608.7	$	4,552.8
Operating expenses:	Operating expenses:							Operating expenses:
Purchased transportation	Purchased transportation	2,657.7		1,997.8		1,996.4		Purchased transportation	2,902.9		2,657.7		1,997.8
Salaries, wages, and benefits	Salaries, wages, and benefits	1,149.5		1,046.5		1,106.0		Salaries, wages, and benefits	1,376.0		1,149.5		1,046.5
Fuel and fuel taxes	Fuel and fuel taxes	281.4		204.4		289.7		Fuel and fuel taxes	521.0		281.4		204.4
Depreciation and amortization	Depreciation and amortization	296.2		290.5		292.9		Depreciation and amortization	350.0		296.2		290.5
Operating supplies and expenses		462.4		533.0		530.2
Operating supplies and expenses—net								Operating supplies and expenses—net	534.0		462.4		533.0
Insurance and related expenses	Insurance and related expenses	82.4		86.1		109.6		Insurance and related expenses	103.0		82.4		86.1
Other general expenses	Other general expenses	134.8		106.8		116.1		Other general expenses	217.1		134.8		106.8
Goodwill impairment charge	Goodwill impairment charge	10.6		—		34.6		Goodwill impairment charge	—		10.6		—
Restructuring—net	Restructuring—net	—		1.0		63.7		Restructuring—net	—		—		1.0
Total operating expenses	Total operating expenses	5,075.0		4,266.1		4,539.2		Total operating expenses	6,004.0		5,075.0		4,266.1
Income from operations	Income from operations	533.7		286.7		207.8		Income from operations	600.4		533.7		286.7
Other expenses (income):	Other expenses (income):							Other expenses (income):
Interest income	Interest income	(2.1)		(3.3)		(8.5)		Interest income	(2.9)		(2.1)		(3.3)
Interest expense	Interest expense	12.5		13.6		16.6		Interest expense	9.6		12.5		13.6
Other expense (income)—net		(18.7)		(6.5)		1.6
Other income—net								Other income—net	(10.3)		(18.7)		(6.5)
Total other expenses (income)—net	Total other expenses (income)—net	(8.3)		3.8		9.7		Total other expenses (income)—net	(3.6)		(8.3)		3.8
Income before income taxes	Income before income taxes	542.0		282.9		198.1		Income before income taxes	604.0		542.0		282.9
Provision for income taxes	Provision for income taxes	136.6		71.2		51.1		Provision for income taxes	146.2		136.6		71.2
Net income	Net income	405.4		211.7		147.0		Net income	457.8		405.4		211.7
Other comprehensive income (loss):	Other comprehensive income (loss):							Other comprehensive income (loss):
Foreign currency translation adjustment—net	Foreign currency translation adjustment—net	0.1		0.6		—		Foreign currency translation adjustment—net	(1.5)		0.1		0.6
Net unrealized gains (losses) on marketable securities—net of tax	Net unrealized gains (losses) on marketable securities—net of tax	(0.9)		0.1		1.1		Net unrealized gains (losses) on marketable securities—net of tax	(3.5)		(0.9)		0.1
Total other comprehensive income (loss)—net	Total other comprehensive income (loss)—net	(0.8)		0.7		1.1		Total other comprehensive income (loss)—net	(5.0)		(0.8)		0.7
Comprehensive income	Comprehensive income	$	404.6	$	212.4	$	148.1	Comprehensive income	$	452.8	$	404.6	$	212.4

Weighted average shares outstanding	Weighted average shares outstanding	177.6		177.3		177.1		Weighted average shares outstanding	177.9		177.6		177.3
Basic earnings per share	Basic earnings per share	$	2.28	$	1.19	$	0.83	Basic earnings per share	$	2.57	$	2.28	$	1.19

Weighted average diluted shares outstanding	Weighted average diluted shares outstanding	178.1		177.6		177.3		Weighted average diluted shares outstanding	178.8		178.1		177.6
Diluted earnings per share	Diluted earnings per share	$	2.28	$	1.19	$	0.83	Diluted earnings per share	$	2.56	$	2.28	$	1.19

Dividends per share of common stock	Dividends per share of common stock	$	0.28	$	2.26	$	0.24	Dividends per share of common stock	$	0.32	$	0.28	$	2.26

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On December 31, 2021, we completed our acquisition of MLS and in accordance with SEC Staff guidance, which allows companies to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting in the year of acquisition, we have excluded MLS from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021. The total assets of MLS constitute approximately 7.4% of the Company’s consolidated total assets as of December 31, 2021. See Note 2, ~~Acquisition,~~ ~~for additional information.~~

The effectiveness of internal control over financial reporting as of December 31, ~~2021,~~2022, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm that also audited our consolidated financial statements. Deloitte & Touche LLP’s report on internal control over financial reporting is included herein.

ITEM 9B. OTHER INFORMATION

~~None.~~On February 14, 2023, the Company entered into an Amended and Restated Schneider Family Board Nomination Process Agreement (the “Amended Nomination Agreement”), dated as of February 14, 2023, with certain members of the Schneider family which amends the Schneider Family Board Nomination Process Agreement (the “Original Agreement”), dated as of October 5, 2016. Under the Amended Nomination Agreement, four specified members of the Schneider family have the right to nominate two family members to serve on our Board on an annual, rotating basis. The annual Schneider family director nominations, assuming each specified member of the Schneider family is able to serve, will rotate among the four specified Schneider family members through 2040 according to a schedule that is set forth in the Amended Nomination Agreement.

After the Schneider family director nominee rotation described above is complete, or if the rotation described above ends before 2040, the four specified Schneider family members may, if all such family members are in agreement, propose to our Corporate Corporate Governance Committee an amendment to the Amended Nomination Agreement, consistent with such agreement, to cover nominations of Schneider family members in subsequent periods, the approval of which shall be subject to the approval of our Governance Committee and our Board, which approval shall not be unreasonably withheld. Such proposal must be made before the later of (a) December 31st of the year in which the rotation system ends or six months after the date on which the last family member’s service as a director ends, whichever is later, or (b) December 31, 2040 in the event the rotation set forth above is completed.

The foregoing description of the Amended Nomination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.6 to this Annual Report on Form 10-K, and is incorporated by reference herein.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Except for the information concerning our executive officers and our Code of Conduct below, the information required by Item 10 is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our ~~2022 annual meeting~~2023 Annual Meeting of ~~shareholders~~Shareholders (the “Proxy Statement”), which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, ~~2021.~~2022.

Our Board has adopted a Code of Conduct applicable to all employees, and a Code of Ethics for CEO and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other persons performing similar functions. We have posted a copy of our Code of Conduct and Code of Ethics for CEO and Senior Financial Officers on the “Investors - Governance” section of our website at www.schneider.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct and Code of Ethics for CEO and Senior Financial Officers by posting such information on the “Investors” section of our website at www.schneider.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

Information About Our Executive Officers

Our executive officers as of February ~~18, 2022,~~17, 2023, together with their ages, positions, and business experience are below:

Name

Age

Position

Mark B. Rourke

5758

President, Chief Executive Officer and Director

Stephen L. Bruffett

5859

Executive Vice President, Chief Financial Officer

Shaleen Devgun

4950

Executive Vice President, Chief Innovation & Technology Officer

~~David Geyer~~James Filter

5752

Executive Vice President, Group President of Transportation & Logistics

Angela Fish

Executive Vice President, Human Resources

Thomas G. Jackson

5657

Executive Vice President, General Counsel

Robert Reich

5556

Executive Vice President, Chief Administrative Officer

Mark B. Rourke has served as our President and Chief Executive Officer, and as a Director, since April 2019. Prior to serving as our Chief Executive Officer, Mr. Rourke served as Executive Vice President and Chief Operating Officer and held various other roles within Schneider including President of our Truckload Services Division and General Manager of Schneider Transportation Management, where he was responsible for the effective delivery to market of sole source, promotional, and brokerage service offerings. Mark held a variety of other leadership roles at Schneider with increasing responsibility including Vice President of Customer Service, Director of Transportation Planning for Customer Service, Midwest Area Service Manager for Customer Service, and Director of Driver Training. Mr. Rourke joined our company in 1987, holds a bachelor’s degree in marketing from the University of Akron, Ohio, and has attended programs on corporate governance and strategic leadership at Harvard University. He currently serves on the Board for ~~the U.S. Chamber of Commerce,~~ The Shyft Group, the Trucking Alliance, and ~~The Trucking Alliance.~~

the Green Bay Packers.

Stephen L. Bruffett has served as our Executive Vice President and Chief Financial Officer since April 2018. Prior to joining Schneider, Mr. Bruffett served as Executive Vice President and Chief Financial Officer of Con-way, Inc., a multinational freight transportation and logistics company, from 2008 until 2015. Before joining Con-way in 2008, Mr. Bruffett held senior financial leadership positions at YRC Worldwide, Inc., a publicly traded transportation services company, from 1998 to 2008 rising to the role of Executive Vice President and CFO, and various finance positions at American Freightways. Mr. Bruffett holds a bachelor’s degree in business administration from the University of Arkansas and a master’s degree in business administration from the University of Texas.

Shaleen Devgunhas served as ~~our~~ Executive Vice President, Chief Innovation and Technology Officer since 2022. Prior to serving as our Chief Innovation and Technology Officer, Mr. Devgun served as our Chief Information Officer from ~~July~~ 2015 through ~~December 2021. In January 2022, his role was expanded to include innovation and strategic ventures, and he now serves~~2021, as ~~our Executive Vice President and Chief Innovation & Technology Officer. Mr. Devgun previously served~~well as Vice President for Strategy, Planning, and Solution Delivery. ~~Prior to~~Before joining ~~our company~~Schneider in 2009, ~~Mr. Devgun~~he spent 12 years in management consulting roles with DiamondCluster International and Deloitte, specializing in corporate venturing, formulation and execution of business and technology strategy, program leadership, and operational design. HeMr. Devgun holds bachelor’s degrees in economics and

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math from the University of Pune and a master’s degree in business administration from the University of Detroit Mercy. He also serves on the Board for the Fox Cities Performing Arts Center.

~~David Geyer~~Table of Contents

James Filter has served as our Executive Vice President, Group President of Transportation &and Logistics since April ~~2019. On January 18,~~2022. Prior to assuming his current role in 2022, ~~he announced his intention to retire in April 2022. He previously~~Mr. Filter served as ~~our~~ Senior Vice President ~~Group~~and General Manager of ~~Truckload Services~~Intermodal from ~~2012~~2015 to ~~2019,~~2021 when his responsibilities were expanded to include accountabilities as Chief Commercial Officer. Mr. Filter joined our company in 1998 having previously worked at United Parcel Service (UPS) and ~~led Schneider’s Global Commercial Services. Mr. Geyer~~served in the U.S. Marine Corps. He holds a bachelor’s degree ~~in industrial technology~~ from the University of ~~Wisconsin-Stout~~Wisconsin-Green Bay and ~~has completed executive programs~~a master’s degree in ~~corporate governance at UCLA and finance at the University of Chicago.~~business administration from Wayne State University. He ~~also~~currently serves on the Board for Family Services of Northeast Wisconsin.

Angela Fish has served as Executive Vice President, Human Resources since January 2022. She previously served as Senior Vice President of Human Resources. During her tenure at Schneider, she has held senior leadership roles across the ~~Northeastern Wisconsin chapter~~human resources, benefits, and compensation areas. Prior to joining Schneider, she worked at the University of Michigan. She is a graduate of Northern Michigan University and locally serves on the Board of the ~~American Red Cross.~~

YMCA.

Thomas G. Jackson has served as Executive Vice President and General Counsel since July 2019. Prior to joining Schneider, Mr. Jackson served as Senior Vice President, Secretary, and General Counsel of Knowles Corporation from 2014 to 2019. Prior to joining Knowles, Mr. Jackson served as Vice President and Assistant General Counsel at Jabil Circuit, Inc. from March 2012 to December 2013. In addition, he served as Vice President, General Counsel, and Secretary at P.H. Glatfelter Company from June 2008 to November 2011, and as its Assistant General Counsel, Assistant Secretary, and Director of Compliance from September 2006 to June 2008. Mr. Jackson holds both a juris doctor and a master of business administration from Villanova University, as well as a bachelor of science degree in mechanical engineering from Drexel University.

Robert Reich has served as our Executive Vice President and Chief Administrative Office since April 2019. Prior to serving as our Chief Administrative Officer, Mr. Reich served as Senior Vice President, Equipment, Maintenance, and Driver Development from 2014 through 2019, as well as other senior leadership roles at Schneider across the maintenance, human resources, driver development and training, and safety areas. Before joining Schneider, Mr. Reich served as an officer in the U.S. Army and was a member of the 1st Cavalry Division at Fort Hood. He holds a bachelor’s degree in electrical engineering from Pennsylvania State University and a master’s degree in business administration from the University of Wisconsin-Oshkosh. He also serves as the Chair for the Board of the North American Council for Freight Efficiency.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the information set forth under the captions “Corporate Governance - Compensation Committee Interlocks and Insider Participation,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation Tables and Narrative” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, ~~2021.~~2022.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes share and exercise price information about our equity compensation plans as of December 31, ~~2021.~~2022. All of our equity compensation plans pursuant to which grants are currently being made have been approved by our shareholders.


Plan Category	Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)	Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders	Equity compensation plans approved by security holders	1,764,718	$	21.42	4,679,757	Equity compensation plans approved by security holders	2,247,074	$	22.39	4,109,051
Equity compensation plans not approved by security holders	Equity compensation plans not approved by security holders	—	—		—	Equity compensation plans not approved by security holders	—	—		—
Total	Total	1,764,718	$	21.42	4,679,757	Total	2,247,074	$	22.39	4,109,051

(1)The calculation of the weighted average exercise price includes only stock options and does not include the outstanding deferred stock units, restricted stock units, and performance-based restricted stock units reflected in the first column.

The remaining information required by Item 12 is incorporated herein by reference to the information set forth under the caption “Information Regarding Beneficial Ownership of Principal Shareholders, the Board, and Management” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, ~~2021.~~

2022.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference to the information set forth under the caption “Corporate Governance” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, ~~2021.~~2022.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated herein by reference to the information set forth under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, ~~2021.~~2022.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

Our consolidated financial statements are included in Part II, Item 8, above.

(2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts (in millions)
Allowance for Doubtful Accounts and Revenue Adjustments for the Year Ended Balance at Beginning of Year Charged to Expense / Against Revenue Write-offs-Net of Recoveries Balance at
End of Year
December 31, 2019 $ 6.8 $ (1.1) $ (2.3) $ 3.4
December 31, 2020 3.4 1.4 (1.1) 3.7
December 31, 2021 3.7 2.3 (0.8) 5.2


Allowance for Doubtful Accounts and Revenue Adjustments for the Year Ended	Balance at Beginning of Year		Charged to Expense / Against Revenue		Write-offs—Net of Recoveries		Balance at End of Year
December 31, 2020	$	3.4	$	1.4	$	(1.1)	$	3.7
December 31, 2021	3.7		2.3		(0.8)		5.2
December 31, 2022	5.2		10.6		(2.1)		13.7

All other schedules have been omitted either because they are not applicable or because the required information is included in our consolidated financial statements or the notes thereto.

(3) Exhibits


~~Exhibit~~ ~~Number~~						~~Exhibit Description~~

~~3.1~~						Amended and Restated Articles of Incorporation of Schneider National, Inc., dated as of March 17, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 12, 2017)
~~3.2~~						Amended and Restated Bylaws of Schneider National, Inc., dated as of April 26, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 28, 2021)
~~4.1~~						~~Description of Class B Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No. 001-38054) filed on February 19, 2020)~~
~~9.1~~						Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement (incorporated herein by reference to Exhibit 9.1 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on December 22, 2016)
~~9.2~~						Joinder to Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement (incorporated herein by reference to Exhibit 9.2 to the Company's Annual Report on Form 10-K (File No. 001-38054) filed on February 27, 2018)
~~10.1~~						Credit Agreement dated as of August 6, 2018, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 1-38054) filed on August 8, 2018).
~~10.2~~						Note Purchase Agreement dated as of June 12, 2013 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto (incorporated herein by reference to Exhibit 10.3 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-215244) filed on February 3, 2017)
~~10.3~~						Note Purchase Agreement dated as of November 10, 2014 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto (incorporated herein by reference to Exhibit 10.4 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-215244) filed on February 3, 2017)
~~10.4~~						Joinder and Amendment No. 2, dated as of September 5, 2018, to Amended and Restated Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 1-38054) filed on September 6, 2018).
~~10.5~~						~~Amended and Restated Stock Restriction Agreement (incorporated herein by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on December 22, 2016)~~
~~10.6~~						Schneider Family Board Nomination Process Agreement (incorporated herein by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on December 22, 2016)

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~~10.7~~						Registration Rights Agreement, dated April 11, 2017, by and among Schneider National, Inc., Mary P. DePrey, Therese A. Koller, Paul J. Schneider, Thomas J. Schneider, Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust #1 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #1 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #2 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #1 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey, the Donald J. Schneider 2000 Trust f/b/o Therese A. Koller, the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Thomas J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann, the Paul J. Schneider 2011 Trust, the Mary P. DePrey 2011 Trust, the Therese A. Koller 2011 Trust and the Kathleen M. Zimmermann 2011 Trust (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 12, 2017)
~~10.8+~~						Schneider National, Inc. 2017 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.9 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.9+~~						Schneider National, Inc. Senior Management Incentive Plan (incorporated herein by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.10+~~						Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.11+~~						Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (Annual Meeting Awards) (incorporated herein by reference to Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.12+~~						Schneider National, Inc. Omnibus Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.18 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.13+~~						Form of Schneider National, Inc. Omnibus Long-Term Incentive Plan Stock Appreciation Rights Award Agreement (incorporated herein by reference to Exhibit 10.19 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.14+~~						Schneider National, Inc. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.22 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.15+~~						Schneider National, Inc. Long-Term Incentive Award Agreement (Restricted Cash) (incorporated herein by reference to Exhibit 10.23 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.16+~~						Schneider National, Inc. 2005 Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.24 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.17+~~						First Amendment to Schneider National, Inc. 2005 Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.25 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.18+~~						Form of Schneider National, Inc. Pre-IPO Key Employee Non-Compete and No-Solicitation Agreement (incorporated herein by reference to Exhibit 10.26 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.19+~~						Form of Schneider National, Inc. Post-IPO Non-Compete and No-Solicitation Agreement (incorporated herein by reference to Exhibit 10.27 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.20+~~						Form of Schneider National, Inc. Pre-IPO Key Employee Confidentiality Agreement (incorporated herein by reference to Exhibit 10.28 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.21+~~						Form of Schneider National, Inc. Post-IPO Confidentiality Agreement (incorporated herein by reference to Exhibit 10.29 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)
~~10.22+~~						Schneider National, Inc. Director Deferred Compensation Program (incorporated herein by reference to Exhibit 10.30 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-215244) filed on March 7, 2017)


		Incorporated by Reference Herein
Exhibit Number	Exhibit Description	Form	Exhibit	File No.	Filing Date
3.1	Amended and Restated Articles of Incorporation of Schneider National, Inc., dated as of March 17, 2017	8-K	3.1	001-38054	4/12/2017
3.2	Amended and Restated Bylaws of Schneider National, Inc., dated as of April 26, 2021	8-K	3.1	001-38054	4/28/2021
4.1	Description of Class B Common Stock	10-K	4.1	001-38054	2/19/2020
9.1	Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement	S-1	9.1	333-215244	12/22/2016
9.2	Joinder to Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement	10-K	9.2	001-38054	2/27/2018
10.2	Note Purchase Agreement dated as of June 12, 2013 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto	S-1/A	10.3	333-215244	2/3/2017
10.3	Note Purchase Agreement dated as of November 10, 2014 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto	S-1/A	10.4	333-215244	2/3/2017
10.4	Joinder and Amendment No. 2, dated as of September 5, 2018, to Amended and Restated Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto	8-K	10.1	001-38054	9/6/2018
10.5	Amended and Restated Stock Restriction Agreement	S-1	10.6	333-215244	12/22/2016
10.6*	Amended and Restated Schneider Family Board Nomination Process Agreement

Table of Contents


~~10.23+~~						Schneider National, Inc. Employee Stock Purchase Plan, dated as of February 1, 1985, as amended as of March 17, 2017 (incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 333-217301)
~~10.24+~~						~~Form of Schneider National, Inc. Restricted Stock Award Agreement (2018) (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on April 30, 2018)~~
~~10.25+~~						~~Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2018) (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on April 30, 2018)~~
~~10.26+~~						Form of Schneider National, Inc. Performance-Based Restricted Share Award Agreement (2018) (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on April 30, 2018)
~~10.27+~~						Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2018) (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on April 30, 2018)
~~10.28+~~						Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2018) (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on April 30, 2018)
~~10.29+~~						Form of Schneider National, Inc. Non-Compete and Non-Solicitation Agreement (2018) (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report of Form 10-Q filed on April 30, 2018)
~~10.30+~~						~~Form of Schneider National, Inc. Confidentiality Agreement (2018) (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report of Form 10-Q filed on April 30, 2018)~~
~~10.31+~~						~~Form of Schneider National, Inc. Restricted Share Award Agreement (2021) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report of Form 10-Q filed on April 29, 2021)~~
~~10.32+~~						Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2021) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report of Form 10-Q filed on April 29, 2021)
~~10.33+~~						Form of Schneider National, Inc. Performance-Based Restricted Share Award Agreement (2021) (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report of Form 10-Q filed on April 29, 2021)
~~10.34+~~						Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2021) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report of Form 10-Q filed on April 29, 2021)
~~10.35+~~						Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2021) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report of Form 10-Q filed on April 29, 2021)
~~10.36~~						Amendment No. 3 to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013 and as further amended and restated as of September 5, 2018, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38054) filed on August 2, 2021)
21.1*						~~Subsidiaries of Schneider National, Inc.~~
23.1*						~~Consent of Deloitte & Touche LLP~~
31.1*						~~Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
31.2*						~~Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
32.1**						~~Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2**						~~Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
101.INS*						~~XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.~~
101.SCH*						~~XBRL Taxonomy Extension Schema Document~~
101.CAL*						~~XBRL Taxonomy Calculation Linkbase Document~~
101.DEF*						~~XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB*						~~XBRL Taxonomy Extension Labels Linkbase Document~~
101.PRE*						~~XBRL Taxonomy Extension Presentation Linkbase Document~~
104*						~~The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL.~~

* Filed herewith.

** Furnished herewith.

10.7

8-K

4.1

001-38054

4/12/2017

10.8+

Schneider National, Inc. 2017 Omnibus Incentive Plan

S-1/A

10.9

333-215244

3/7/2017

10.9+

Schneider National, Inc. Senior Management Incentive Plan

S-1/A

10.10

333-215244

3/7/2017

10.10+

Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement

S-1/A

10.13

333-215244

3/7/2017

10.11+

Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (Annual Meeting Awards)

S-1/A

10.14

333-215244

3/7/2017

10.12+

Schneider National, Inc. Omnibus Long-Term Incentive Plan

S-1/A

10.18

333-215244

3/7/2017

10.14+

Schneider National, Inc. Long-Term Incentive Plan

S-1/A

10.22

333-215244

3/7/2017

10.15+

Schneider National, Inc. Long-Term Incentive Award Agreement (Restricted Cash)

S-1/A

10.23

333-215244

3/7/2017

10.16+*

Schneider National, Inc. 2005 Supplemental Savings Plan as Amended and Restated July 25, 2022

10.17+

First Amendment to Schneider National, Inc. 2005 Supplemental Savings Plan

S-1/A

10.25

333-215244

3/7/2017

10.18+

Form of Schneider National, Inc. Pre-IPO Key Employee Non-Compete and No-Solicitation Agreement

S-1/A

10.26

333-215244

3/7/2017

10.19+

Form of Schneider National, Inc. Post-IPO Non-Compete and No-Solicitation Agreement

S-1/A

10.27

333-215244

3/7/2017

10.20+

Form of Schneider National, Inc. Pre-IPO Key Employee Confidentiality Agreement

S-1/A

10.28

333-215244

3/7/2017

10.21+

Form of Schneider National, Inc. Post-IPO Confidentiality Agreement

S-1/A

10.29

333-215244

3/7/2017

10.22+

Schneider National, Inc. Director Deferred Compensation Program

S-1/A

10.30

333-215244

3/7/2017

10.23+

Schneider National, Inc. Employee Stock Purchase Plan, dated as of February 1, 1985, as amended as of March 17, 2017

S-8

4.3

333-217301

3/17/2017

10.24+

Form of Schneider National, Inc. Restricted Stock Award Agreement (2018)

10-Q

10.1

001-38054

4/30/2018

10.25+

Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2018)

10-Q

10.2

001-38054

4/30/2018

10.26+

Form of Schneider National, Inc. Performance-Based Restricted Share Award Agreement (2018)

10-Q

10.3

001-38054

4/30/2018

10.27+

Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2018)

10-Q

10.4

001-38054

4/30/2018

10.28+

Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2018)

10-Q

10.5

001-38054

4/30/2018

10.29+

Form of Schneider National, Inc. Non-Compete and Non-Solicitation Agreement (2018)

10-Q

10.6

001-38054

4/30/2018

Table of Contents

10.30+

Form of Schneider National, Inc. Confidentiality Agreement (2018)

10-Q

10.7

001-38054

4/30/2018

10.31+

Form of Schneider National, Inc. Restricted Share Award Agreement (2021)

10-Q

10.1

001-38054

4/29/2021

10.32+

Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2021)

10-Q

10.2

001-38054

4/29/2021

10.33+

Form of Schneider National, Inc. Performance-Based Restricted Share Award Agreement (2021)

10-Q

10.3

001-38054

4/29/2021

10.34+

Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2021)

10-Q

10.4

001-38054

4/29/2021

10.35+

Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2021)

10-Q

10.5

001-38054

4/29/2021

10.36

Amendment No. 3 to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013 and as further amended and restated as of September 5, 2018, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto

8-K

10.1

001-38054

8/2/2021

10.37+

Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2022)

10-Q

10.1

001-38054

4/29/2022

10.38+

Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2022)

10-Q

10.2

001-38054

4/29/2022

10.39+

Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2022)

10-Q

10.3

001-38054

4/29/2022

10.40+

Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (2022)

10-Q

10.4

001-38054

4/29/2022

10.41+

Schneider National, Inc. Deferred Equity Plan

10-Q

10.1

001-38054

7/28/2022

10.42

Credit Agreement dated as of November 4, 2022, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K

10.1

001-38054

11/7/2022

21.1*

Subsidiaries of Schneider National, Inc.

23.1*

Consent of Deloitte & Touche LLP

31.1*

Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104*

The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL.

* Filed herewith.

** Furnished herewith.

+ Constitutes a management contract or compensatory plan or arrangement.

Table of Contents

ITEM 16. FORM 10-K SUMMARY

Not applicable.

7475

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		SCHNEIDER NATIONAL, INC.

Date:	February ~~18, 2022~~17, 2023	/s/ Mark B. Rourke
		Mark B. Rourke
		President and Chief Executive Officer
		(Principal Executive Officer)

7576

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February ~~18, 2022.~~17, 2023.



Signature						Title

/s/ ~~Adam P. Godfrey~~James L. Welch
~~Adam P. Godfrey~~James L. Welch						Chairman of the Board of Directors
/s/ Jyoti Chopra
Jyoti Chopra						Director
/s/ James R. Giertz
James R. Giertz						Director
/s/ Adam P. Godfrey
Adam P. Godfrey						Director
/s/ Robert W. Grubbs
Robert W. Grubbs						Director
/s/ Robert M. Knight, Jr.
Robert M. Knight, Jr.						Director
/s/ Therese A. Koller
Therese A. Koller						Director
/s/ Mark B. Rourke
Mark B. Rourke						Director
/s/ Paul J. Schneider
Paul J. Schneider						Director
/s/ John A. Swainson
John A. Swainson						Director
~~/s/ James L. Welch~~
~~James L. Welch~~						~~Director~~


/s/ Mark B. Rourke
Mark B. Rourke						President and Chief Executive Officer (Principal Executive Officer)

/s/ Stephen L. Bruffett
Stephen L. Bruffett						Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Shelly A. Dumas-Magnin
Shelly A. Dumas-Magnin						Vice President and Controller (Principal Accounting Officer)

7677


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.
ACT			Advanced Clean Trucks
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
~~BNSF~~BEV			~~Burlington Northern Sante Fe Railway Company~~Battery-electric vehicle
Board			Board of Directors
CARB			California Air Resources Board
CARES			Coronavirus Aid, Relief, and Economic Security
CCA			Cloud Computing Arrangement
ChemDirect			Fortem Invenio, Inc.
Clearinghouse			Commercial Driver’s License Drug and Alcohol Clearinghouse
CODM			Chief Operating Decision Maker
~~COVID-19~~deBoer			~~Coronavirus disease 2019, including its variants~~deBoer Transportation, Inc.
DHS			Department of Homeland Security
DOL			Department of Labor
DOT			Department of Transportation
DSU			Deferred Stock Unit
EBITDA			Earnings Before Interest, Taxes, Depreciation & Amortization
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
ILWU			International Longshore and Warehouse Union
IPO			Initial Public Offering
IRS			Internal Revenue Service
KPI			Key Performance Indicator
LIBOR			London InterBank Offered Rate
LTL			Less than Truckload. LTL carriers pick up and deliver multiple shipments, each typically weighing less than 10,000 pounds, for multiple customers in a single trailer.
MLS			Midwest Logistics Systems, Ltd. and affiliated entities holding assets comprising substantially all of its business.
MLSI			Mastery Logistics Systems, Inc.
NASDAQ			National Association of Securities Dealers Automated Quotations
NHTSA			National Highway Traffic Safety Administration
NYSE			New York Stock Exchange
OSHA			Occupational Safety and Health Administration
~~PSI~~PSU			Performance-based Restricted Stock Unit
RSU			~~Platform Science, Inc.~~Restricted Stock Unit
rTSR			Relative Total Shareholder Return
SaaS			Software as a Service
SCDM			Supply Chain and Distribution Management operating segment
SEC			United States Securities and Exchange Commission
TMS			Transportation Management System
TuSimple			TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited)


~~Revenue~~Transportation Equipment Type						Approximate Number of Units
Over-the-road sleeper cab tractors						~~7,100~~7,300
Day cab tractors						~~1,800~~2,600
Other tractors (yard tractors, straight trucks, and training tractors)						~~100~~300
Trailers						~~36,700~~44,000
Containers						~~25,600~~28,500
Chassis						~~20,600~~21,000


		December 31, 2021		December 31, 2020			December 31, 2022		December 31, 2021
Assets	Assets					Assets
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	244.8	$	395.5	Cash and cash equivalents	$	385.7	$	244.8
Marketable securities	Marketable securities	49.3		47.1		Marketable securities	45.9		49.3
Trade accounts receivable—net of allowance of $5.2 million and $3.7 million, respectively		705.4		537.7
Trade accounts receivable—net of allowance of $13.7 million and $5.2 million, respectively						Trade accounts receivable—net of allowance of $13.7 million and $5.2 million, respectively	643.7		705.4
Other receivables	Other receivables	35.9		20.8		Other receivables	21.3		35.9
Current portion of lease receivables—net of allowance of $1.1 million and $0.8 million, respectively		110.6		96.8
Current portion of lease receivables—net of allowance of $1.3 million and $1.1 million, respectively						Current portion of lease receivables—net of allowance of $1.3 million and $1.1 million, respectively	111.2		110.6
Inventories	Inventories	27.4		44.9		Inventories	53.0		27.4
Prepaid expenses and other current assets	Prepaid expenses and other current assets	75.1		77.9		Prepaid expenses and other current assets	89.5		75.1
Total current assets	Total current assets	1,248.5		1,220.7		Total current assets	1,350.3		1,248.5
Noncurrent Assets:	Noncurrent Assets:					Noncurrent Assets:
Property and equipment:	Property and equipment:					Property and equipment:
Transportation equipment	Transportation equipment	3,056.2		2,880.2		Transportation equipment	3,410.7		3,056.2
Land, buildings, and improvements	Land, buildings, and improvements	215.7		202.3		Land, buildings, and improvements	219.0		215.7
Other property and equipment	Other property and equipment	175.1		166.8		Other property and equipment	174.1		175.1
Total property and equipment	Total property and equipment	3,447.0		3,249.3		Total property and equipment	3,803.8		3,447.0
Less accumulated depreciation	Less accumulated depreciation	1,396.0		1,417.4		Less accumulated depreciation	1,523.8		1,396.0
Net property and equipment	Net property and equipment	2,051.0		1,831.9		Net property and equipment	2,280.0		2,051.0
Lease receivables	Lease receivables	160.1		131.3		Lease receivables	163.1		160.1
Internal use software and other noncurrent assets	Internal use software and other noncurrent assets	237.2		204.2		Internal use software and other noncurrent assets	296.6		237.2
Goodwill	Goodwill	240.5		128.1		Goodwill	228.2		240.5
Total noncurrent assets	Total noncurrent assets	2,688.8		2,295.5		Total noncurrent assets	2,967.9		2,688.8
Total Assets	Total Assets	$	3,937.3	$	3,516.2	Total Assets	$	4,318.2	$	3,937.3
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Current Liabilities:	Current Liabilities:					Current Liabilities:
Trade accounts payable	Trade accounts payable	$	331.7	$	245.7	Trade accounts payable	$	276.7	$	331.7
Accrued salaries, wages, and benefits	Accrued salaries, wages, and benefits	104.5		110.7		Accrued salaries, wages, and benefits	97.8		104.5
Claims accruals—current	Claims accruals—current	83.9		36.4		Claims accruals—current	75.5		83.9
Current maturities of debt and finance lease obligations	Current maturities of debt and finance lease obligations	61.4		40.4		Current maturities of debt and finance lease obligations	73.3		61.4

Other current liabilities	Other current liabilities	108.7		101.4		Other current liabilities	113.6		108.7
Total current liabilities	Total current liabilities	690.2		534.6		Total current liabilities	636.9		690.2
Noncurrent Liabilities:	Noncurrent Liabilities:					Noncurrent Liabilities:
Long-term debt and finance lease obligations	Long-term debt and finance lease obligations	208.9		266.4		Long-term debt and finance lease obligations	141.8		208.9
Claims accruals—noncurrent	Claims accruals—noncurrent	88.5		129.9		Claims accruals—noncurrent	95.2		88.5
Deferred income taxes	Deferred income taxes	451.0		450.4		Deferred income taxes	538.2		451.0
Other noncurrent liabilities	Other noncurrent liabilities	74.9		79.4		Other noncurrent liabilities	68.9		74.9
Total noncurrent liabilities	Total noncurrent liabilities	823.3		926.1		Total noncurrent liabilities	844.1		823.3
Total Liabilities	Total Liabilities	1,513.5		1,460.7		Total Liabilities	1,481.0		1,513.5
Commitments and Contingencies (Note 14)
Commitments and Contingencies (Note 13)						Commitments and Contingencies (Note 13)
Shareholders’ Equity:	Shareholders’ Equity:					Shareholders’ Equity:
Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding	Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding	—		—		Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding	—		—
Class A common shares, no par value, 250,000,000 shares authorized, 83,029,500 shares issued and outstanding	Class A common shares, no par value, 250,000,000 shares authorized, 83,029,500 shares issued and outstanding	—		—		Class A common shares, no par value, 250,000,000 shares authorized, 83,029,500 shares issued and outstanding	—		—
Class B common shares, no par value, 750,000,000 shares authorized, 95,701,868 and 95,159,635 shares issued, and 94,626,740 and 94,311,653 shares outstanding, respectively		—		—
Class B common shares, no par value, 750,000,000 shares authorized, 95,655,907 and 95,701,868 shares issued, and 94,993,144 and 94,626,740 shares outstanding, respectively						Class B common shares, no par value, 750,000,000 shares authorized, 95,655,907 and 95,701,868 shares issued, and 94,993,144 and 94,626,740 shares outstanding, respectively	—		—
Additional paid-in capital	Additional paid-in capital	1,566.0		1,552.2		Additional paid-in capital	1,584.4		1,566.0
Retained earnings	Retained earnings	857.8		502.5		Retained earnings	1,257.8		857.8
Accumulated other comprehensive income		—		0.8
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(5.0)		—
Total Shareholders’ Equity	Total Shareholders’ Equity	2,423.8		2,055.5		Total Shareholders’ Equity	2,837.2		2,423.8
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	3,937.3	$	3,516.2	Total Liabilities and Shareholders’ Equity	$	4,318.2	$	3,937.3


		Year Ended December 31,							Year Ended December 31,
		2021		2020		2019			2022		2021		2020
Operating Activities:	Operating Activities:							Operating Activities:
Net income	Net income	$	405.4	$	211.7	$	147.0	Net income	$	457.8	$	405.4	$	211.7
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	296.2		290.5		292.9		Depreciation and amortization	350.0		296.2		290.5
Goodwill impairment	Goodwill impairment	10.6		—		34.6		Goodwill impairment	—		10.6		—
(Gains) losses on sales of property and equipment—net	(Gains) losses on sales of property and equipment—net	(63.9)		6.2		(3.3)		(Gains) losses on sales of property and equipment—net	(85.7)		(63.9)		6.2
Impairment on assets held for sale		—		4.3		14.3

Proceeds from lease receipts	Proceeds from lease receipts	75.8		69.0		78.7		Proceeds from lease receipts	83.5		75.8		69.0
Loss on sale of business								Loss on sale of business	5.0		—		—
Deferred income taxes	Deferred income taxes	2.0		1.7		(0.2)		Deferred income taxes	83.0		2.0		1.7
Long-term incentive and share-based compensation expense (benefit)		14.4		8.9		(3.6)
Gain on investments in equity securities—net		(21.6)		(8.8)		—
Long-term incentive and share-based compensation expense								Long-term incentive and share-based compensation expense	16.5		14.4		8.9
Gains on investments in equity securities—net								Gains on investments in equity securities—net	(13.7)		(21.6)		(8.8)
Noncash restructuring—net	Noncash restructuring—net	—		1.1		50.0		Noncash restructuring—net	—		—		1.1
Other noncash items		(4.4)		3.1		3.4
Other noncash items—net								Other noncash items—net	(15.2)		(4.4)		7.4
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables	Receivables	(162.0)		(65.4)		119.9		Receivables	51.6		(162.0)		(65.4)
Other assets	Other assets	(46.0)		(15.3)		(3.3)		Other assets	(43.4)		(46.0)		(15.3)
Payables	Payables	70.2		56.5		(35.3)		Payables	(42.2)		70.2		56.5
Claims reserves and other receivables—net	Claims reserves and other receivables—net	6.8		3.8		(12.6)		Claims reserves and other receivables—net	8.5		6.8		3.8
Other liabilities	Other liabilities	(17.4)		50.9		(46.2)		Other liabilities	0.7		(17.4)		50.9
Net cash provided by operating activities	Net cash provided by operating activities	566.1		618.2		636.3		Net cash provided by operating activities	856.4		566.1		618.2
Investing Activities:	Investing Activities:							Investing Activities:
Purchases of transportation equipment	Purchases of transportation equipment	(399.4)		(274.8)		(335.3)		Purchases of transportation equipment	(535.1)		(399.4)		(274.8)
Purchases of other property and equipment	Purchases of other property and equipment	(49.5)		(49.7)		(61.7)		Purchases of other property and equipment	(52.9)		(49.5)		(49.7)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	177.8		87.4		90.1		Proceeds from sale of property and equipment	126.3		177.8		87.4
Proceeds from sale of off-lease inventory	Proceeds from sale of off-lease inventory	17.0		22.7		20.7		Proceeds from sale of off-lease inventory	25.8		17.0		22.7
Purchases of lease equipment	Purchases of lease equipment	(91.7)		(94.5)		(68.7)		Purchases of lease equipment	(105.6)		(91.7)		(94.5)
Proceeds from marketable securities	Proceeds from marketable securities	14.6		24.2		22.1		Proceeds from marketable securities	6.2		14.6		24.2
Purchases of marketable securities	Purchases of marketable securities	(18.7)		(23.6)		(17.4)		Purchases of marketable securities	(7.6)		(18.7)		(23.6)
Investments in equity securities	Investments in equity securities	(5.2)		(10.4)		—		Investments in equity securities	(24.2)		(5.2)		(10.4)
Acquisition of business		(271.3)		—		—
Acquisitions and sale of business, net of cash acquired								Acquisitions and sale of business, net of cash acquired	(31.7)		(271.3)		—
Net cash used in investing activities	Net cash used in investing activities	(626.4)		(318.7)		(350.2)		Net cash used in investing activities	(598.8)		(626.4)		(318.7)
Financing Activities:	Financing Activities:							Financing Activities:
Payments of debt and finance lease obligations	Payments of debt and finance lease obligations	(40.8)		(55.6)		(52.0)		Payments of debt and finance lease obligations	(62.0)		(40.8)		(55.6)
Payment of deferred consideration related to acquisition		—		—		(18.7)
Dividends paid	Dividends paid	(49.6)		(400.0)		(42.5)		Dividends paid	(55.7)		(49.6)		(400.0)
Other financing activities								Other financing activities	1.0		—		—
Net cash used in financing activities	Net cash used in financing activities	(90.4)		(455.6)		(113.2)		Net cash used in financing activities	(116.7)		(90.4)		(455.6)
Net (decrease) increase in cash and cash equivalents		(150.7)		(156.1)		172.9
Net increase (decrease) in cash and cash equivalents								Net increase (decrease) in cash and cash equivalents	140.9		(150.7)		(156.1)
Cash and Cash Equivalents:	Cash and Cash Equivalents:							Cash and Cash Equivalents:
Beginning of period	Beginning of period	395.5		551.6		378.7		Beginning of period	244.8		395.5		551.6
End of period	End of period	$	244.8	$	395.5	$	551.6	End of period	$	385.7	$	244.8	$	395.5
Additional Cash Flow Information:	Additional Cash Flow Information:							Additional Cash Flow Information:
Noncash investing and financing activity:	Noncash investing and financing activity:							Noncash investing and financing activity:
Transportation and lease equipment purchases in accounts payable	Transportation and lease equipment purchases in accounts payable	$	14.6	$	0.6	$	19.1	Transportation and lease equipment purchases in accounts payable	$	13.0	$	14.6	$	0.6
Dividends declared but not yet paid	Dividends declared but not yet paid	14.1		13.6		10.8		Dividends declared but not yet paid	16.2		14.1		13.6
Sale of assets in exchange for notes receivable								Sale of assets in exchange for notes receivable	2.3		—		—
Cash paid during the period for:	Cash paid during the period for:							Cash paid during the period for:
Interest	Interest	11.6		12.8		14.5		Interest	9.3		11.6		12.8
Income taxes—net of refunds	Income taxes—net of refunds	145.9		61.6		51.6		Income taxes—net of refunds	52.8		145.9		61.6


(in millions)	December 31, 2021		December 31, 2020
Tractors and trailing equipment for sale or lease	$	13.3	$	33.3
Replacement parts	13.2		10.7
Tires and other	0.9		0.9
Total	$	27.4	$	44.9


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UP	~~Union Pacific Railroad Company~~
U.S.		United States
Voting Trust		Schneider National, Inc. Voting Trust
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.
ZEV		Zero-emission vehicles


	4/6/2017		12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021
Schneider National, Inc.	$	100.00	$	151.26	$	99.83	$	118.00	$	124.13	$	163.28
S&P 500 - Total Returns	100.00		115.05		110.00		144.64		171.25		220.41
Dow Jones Transportation	100.00		117.46		102.98		124.44		145.00		193.15
2020 Peer Group	100.00		132.25		109.48		138.49		175.77		276.05
2019 Peer Group	100.00		131.58		108.60		136.36		170.55		266.06


			~~2021~~2022
Tractors			3 - 8 years
Trailing equipment			6 - 20 years
Other transportation equipment			4 - 5 years
Buildings and improvements			5 - 25 years
Other property			3 - 10 years


~~Purchase Consideration(in millions)~~	~~December 31, 2021~~
~~Cash consideration~~	$	~~271.3~~
~~Deferred cash consideration~~	~~3.2~~
~~Fair value of total consideration transferred~~	$	~~274.5~~


Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)	December 31, 2021 Opening Balance Sheet		Adjustments		Adjusted December 31, 2021 Opening Balance Sheet
Cash and cash equivalents	$	—	$	1.8	$	1.8
Trade accounts receivable—net of allowance	18.6		(6.7)		11.9
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		(18.4)		104.3
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


~~Recognized amounts of identifiable assets acquired and liabilities assumed~~ ~~(in millions)~~	~~December 31, 2021~~
~~Trade accounts receivable—net of allowance~~	$	~~18.6~~
~~Other receivables~~	~~0.9~~
~~Prepaid expenses and other current assets~~	~~1.6~~
~~Transportation equipment~~	~~140.8~~
~~Land, buildings, and improvements~~	~~7.7~~
~~Other property and equipment~~	~~0.4~~
~~Goodwill~~	~~122.7~~
~~Total assets acquired~~	~~292.7~~

~~Trade accounts payable~~	~~1.8~~
~~Accrued salaries, wages, and benefits~~	~~1.7~~
~~Claims accruals—current~~	~~7.5~~
~~Other current liabilities~~	~~7.2~~
~~Total liabilities assumed~~	~~18.2~~

~~Net assets acquired~~	$	~~274.5~~


		Year Ended December 31,							Year Ended December 31,
Disaggregated Revenues (in millions)	Disaggregated Revenues (in millions)	2021		2020		2019		Disaggregated Revenues (in millions)	2022		2021		2020
Transportation	Transportation	$	5,166.7	$	4,170.0	$	4,376.6	Transportation	$	6,119.9	$	5,166.7	$	4,170.0
Logistics Management	Logistics Management	219.0		149.7		153.8		Logistics Management	274.2		219.0		149.7
Other	Other	223.0		233.1		216.6		Other	210.3		223.0		233.1
Total operating revenues	Total operating revenues	$	5,608.7	$	4,552.8	$	4,747.0	Total operating revenues	$	6,604.4	$	5,608.7	$	4,552.8


Remaining Performance Obligations (in millions)	December 31, ~~2021~~2022
Expected to be recognized within one year
Transportation	$	~~16.1~~17.2
Logistics Management	~~13.1~~10.2
Expected to be recognized after one year
Transportation	~~38.9~~24.8
Logistics Management	~~6.9~~8.5
Total	$	~~75.0~~60.7


Contract Balances (in millions)	December 31, 2021		December 31, 2020		December 31, 2019
Other current assets—Contract assets	$	33.8	$	21.5	$	17.6
Other current liabilities—Contract liabilities	3.2		0.7		—


			Fair Value at						Fair Value at
(in millions)	(in millions)	Level in Fair Value Hierarchy	December 31, 2021		December 31, 2020		(in millions)	Level in Fair Value Hierarchy	December 31, 2022		December 31, 2021
Equity investment in TuSimple (1)	Equity investment in TuSimple (1)	1	$	12.7	$	—	Equity investment in TuSimple (1)	1	$	0.6	$	12.7
Marketable securities (2)	Marketable securities (2)	2	49.3		47.1		Marketable securities (2)	2	45.9		49.3


(in millions)	Level in Fair Value Hierarchy	Fair Value at December 31, 2020
Assets held for sale
Non restructuring (1)	2	$	1.8
Restructuring (2)	2	1.4
Right-of-use lease assets
Non restructuring (3)	3	1.0
Restructuring (2)	3	—


(in millions)	Level in Fair Value Hierarchy	Fair Value at December 31, 2022
Assets held for sale (1)	2	$	0.5


	December 31, 2021					December 31, 2020
(in millions, except maturities in months)	Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. treasury and government agencies	23 to 110	$	19.9	$	19.6	$	12.6	$	12.7

Corporate debt securities	3 to 69	20.3		20.4		21.4		22.2
State and municipal bonds	13 to 96	9.1		9.3		11.9		12.2

Total marketable securities		$	49.3	$	49.3	$	45.9	$	47.1


	December 31, 2022
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	3.2	$	0.3	$	2.9
Trademarks	6.8		0.7		6.1
Total intangible assets	$	10.0	$	1.0	$	9.0


(in millions)	December 31, 2022
2023	$	1.0
2024	1.0
2025	1.0
2026	1.0
2027	1.0
2028 and thereafter	4.0
Total	$	9.0


		Financial Statement Classification		Year Ended December 31,										Financial Statement Classification		Year Ended December 31,
(in millions)	(in millions)		2021			2020			2019	(in millions)					2022			2021			2020
Operating lease cost	Operating lease cost												Operating lease cost
Operating lease cost	Operating lease cost	Operating supplies and expenses		$	31.3		$	29.5		$	32.5	Operating lease cost		Operating supplies and expenses—net		$	32.9		$	31.3		$	29.5
Short-term lease cost (1)	Short-term lease cost (1)	Operating supplies and expenses		3.0			3.1			7.6		Short-term lease cost (1)		Operating supplies and expenses—net		6.3			3.0			3.1
Finance lease cost	Finance lease cost											Finance lease cost
Amortization of right-of-use assets	Amortization of right-of-use assets	Depreciation and amortization		0.8			0.5			3.2		Amortization of right-of-use assets		Depreciation and amortization		2.2			0.8			0.5
Interest on lease liabilities	Interest on lease liabilities	Interest expense		0.1			0.1			0.2		Interest on lease liabilities		Interest expense		0.2			0.1			0.1
Variable lease cost	Variable lease cost	Operating supplies and expenses		0.9			2.2			2.6		Variable lease cost		Operating supplies and expenses—net		2.9			0.9			2.2
Sublease income	Sublease income	Operating supplies and expenses		(4.5)			(4.5)			(5.4)		Sublease income		Operating supplies and expenses—net		(3.0)			(4.5)			(4.5)
Total net lease cost	Total net lease cost			$	31.6		$	30.9		$	40.7	Total net lease cost				$	41.5		$	31.6		$	30.9


(in millions)	Operating Leases		Finance Leases
2022	$	26.3	$	1.5
2023	21.2		1.5
2024	14.6		1.4
2025	10.2		1.0
2026	5.1		0.1
2027 and thereafter	1.6		—
Total	79.0		5.5
Amount representing interest	(4.5)		(0.2)
Present value of lease payments	74.5		5.3
Current maturities	(24.4)		(1.4)
Long-term lease obligations	$	50.1	$	3.9


Restricted Shares and RSUs	Number of Awards	Weighted Average Grant Date Fair Value
Unvested at December 31, 2019	484,808	$	23.34
Granted	259,992	22.04
Vested	(141,556)	22.56
Forfeited	(13,657)	23.00
Unvested at December 31, 2020	589,587	22.96
Granted	341,508	22.61
Vested	(229,226)	22.82
Forfeited	(22,610)	22.77
Unvested at December 31, 2021	679,259	22.84
Granted (1)	322,316	25.85
Vested	(256,779)	23.49
Forfeited	(49,329)	23.91
Unvested at December 31, 2022	695,467	$	23.92


Performance Shares and PSUs	Number of Awards	Weighted Average Grant Date Fair Value
Unvested at December 31, 2018	638,379	$	22.64
Granted	449,771	22.49
Vested	—	—
Forfeited	(568,429)	21.18
Unvested at December 31, 2019	519,721	24.11
Granted	350,525	22.04
Vested	(44,802)	26.80
Forfeited	(170,422)	26.68
Unvested at December 31, 2020	655,022	22.15
Granted	439,620	24.44
Vested	—	—
Forfeited	(313,362)	22.27
Unvested at December 31, 2021	781,280	$	23.39



	2022			2021
Weighted-average Monte Carlo value	$	28.32		$	24.44
Monte Carlo assumptions:
Expected term	2.87 years			2.87 years
Expected volatility	45.3		%	45.8		%

Risk-free interest rate	1.8			0.2


Non-qualified Stock Options Outstanding	Number of Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at December 31, 2018	369,004	$	22.63	8.7	$	—
Granted	303,044	22.12
Exercised (2)	—	—			—
Forfeited	(134,800)	22.87
Outstanding at December 31, 2019	537,248	22.28		8.3	641
Granted	233,636	22.04
Exercised (2)	(84,984)	19.00			440
Forfeited	—	—
Outstanding at December 31, 2020 (3)	685,900	20.60		7.1	735
Granted	305,668	22.63
Exercised (2)	(42,904)	17.00			243
Forfeited	—	—
Outstanding at December 31, 2021	948,664	$	21.42	7.3	$	5,208

Exercisable as of:
December 31, 2019	130,563	$	21.38	7.5	$	255
December 31, 2020	179,893	21.18		5.8	244
December 31, 2021	329,711	21.15		5.7	1,898


Unvested Non-qualified Stock Options	Number of Awards	Weighted Average Grant Date Fair Value
Unvested at December 31, 2018	320,009	$	7.77
Granted	303,044	7.08
Vested	(92,251)	7.59
Forfeited	(124,117)	7.63
Unvested at December 31, 2019	406,685	7.34
Granted	233,636	6.34
Vested	(134,314)	7.30
Forfeited	—	—
Unvested at December 31, 2020	506,007	6.89
Granted	305,668	5.86
Vested	(192,722)	7.01
Forfeited	—	—
Unvested at December 31, 2021	618,953	$	6.34


Revenues by Segment	Year Ended December 31,
(in millions)	2021		2020		2019
Truckload	$	1,934.9	$	1,851.0	$	2,076.8
Intermodal	1,143.1		974.7		1,007.8
Logistics	1,808.7		1,129.3		934.8
Other	365.3		359.0		371.3
Fuel surcharge	444.8		318.3		466.0
Inter-segment eliminations	(88.1)		(79.5)		(109.7)
Operating revenues	$	5,608.7	$	4,552.8	$	4,747.0


Depreciation and Amortization by Segment		Year Ended December 31,
Income (Loss) from Operations by Segment								Income (Loss) from Operations by Segment	Year Ended December 31,
(in millions)	(in millions)	2021		2020		2019		(in millions)	2022		2021		2020
Truckload	Truckload	$	210.2	$	210.7	$	212.3	Truckload	$	352.2	$	284.7	$	187.8
Intermodal	Intermodal	48.4		46.3		44.6		Intermodal	165.1		155.2		75.0
Logistics	Logistics	0.2		0.1		0.5		Logistics	141.2		92.4		43.1
Other	Other	37.4		33.4		35.5		Other	(58.1)		1.4		(19.2)
Depreciation and amortization		$	296.2	$	290.5	$	292.9
Income from operations								Income from operations	$	600.4	$	533.7	$	286.7


~~(in millions)~~	~~Cumulative~~
~~Impairment charges and losses on asset disposals—net~~	$	~~47.2~~
~~Receivable write-downs—net~~	~~3.0~~
~~Other costs~~	~~14.5~~
~~Total restructuring—net~~	$	~~64.7~~