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Item 5. Market for Registrant’s Common Equity

2021-02-19 compared with 2020-02-19 · 19 added, 53 removed, 30 unchanged (71% of the section changed)

11 unchanged sentences

We have paid quarterly cash dividends on our common stock since our IPO in April 2017, and we intend to continue paying regular quarterly dividends.

We cannot give any assurance that dividends will be paid in the future or the amount of dividends because the declaration and payment of all future dividends will be at the discretion of our Board of Directors and will depend on our financial condition, earnings, legal requirements, certain debt agreements we are then party to, and other factors our Board of Directors deems relevant.

On October 26, 2020, our Board approved a special cash dividend of $ 2.00 per share, which was paid on November 19, 2020 to shareholders of record on November 9, 2020.

The declaration and amount of any future dividends, including special 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 common stock and holders of our 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 common stock and Class B common stock, each voting as a separate group.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company does not have a share repurchase program and did not repurchase any equity securities during the three months ended December 31, 2019 .

The following table sets forth information regarding the purchases of our equity securities made by or on behalf of us or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three months ended December 31, 2020.

Period Total Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 - October 31 508 $ 25.11 — $ —

November 1 - November 30 — — — —

December 1 - December 31 — — — —

Total 508 $ 25.11 — $ —

(1) Represents shares of common stock that employees surrendered to satisfy withholding taxes related to the vesting of restricted stock.

The 2017 Omnibus Incentive Plan and the award agreements allow participants to elect to satisfy, in whole or in part, any applicable U.S.

Federal, state, and local tax withholding obligations arising in connection with plan awards by authorizing the Company to withhold a number of restricted shares that would otherwise vest, with a fair market value equal to such withholding liability.

During the year ended December 31, 2020, the Company withheld 49,441 shares that employees presented to the Company to satisfy withholding taxes for the vesting of restricted stock.

(2) The Company is not currently participating in a share repurchase program.

Equity Compensation Plan Disclosure

4 unchanged sentences

The 2018 peer group, which was used by the Board’s Compensation Committee for 2019 compensation decisions, consisted of ArcBest Corp., JB Hunt Transport Services, Inc., Ryder System, Inc., Avis Budget Group, Inc., Knight Transportation, 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., Roadrunner Transportation Systems, Inc., and YRC Worldwide.

In 2018, the Compensation Committee adopted the 2018 peer group for use in 2019 compensation decisions, modifying the 2017 peer group to add Kirby Corporation and remove Roadrunner Transportation Systems, Inc.

There were no changes to the 2019 peer group used to make 2020 compensation decisions.

The comparison assumes $100 was invested on April 6, 2017 in our Class B common stock and in each of the foregoing indices and peer 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.

We have included the 2017 peer group in the performance graph below for transition purposes only.

4/6/2017 12/31/2017 12/31/2018 12/31/2019 12/31/2020

Schneider National, Inc.

$ 100.00 $ 151.26 $ 99.83 $ 118.00 $ 124.13

S&P 500 - Total Returns 100.00 115.05 110.00 144.64 171.25

1 unchanged sentence

2019 Peer Group 100.00 131.58 108.60 136.36 170.55

2017 Peer Group

1 Effective September 8, 2017, the businesses of Knight Transportation, Inc.

2 unchanged sentences

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the consolidated financial statements and notes under Item 8 of Part II of this Form 10-K.

(Dollars in millions, except per share amounts, ratios, and key operating metrics)

Consolidated Statement of Comprehensive Income GAAP Data

Operating revenues

Income from operations (1)

Net income (1) (2)

Basic earnings per share (1) (2)

Diluted earnings per share (1) (2)

Cash dividends per share

Operating ratio (1) (3)

Non-GAAP Financial Data (Unaudited)

Revenues (excluding fuel surcharge) (4)

Adjusted income from operations (5)

Adjusted net income (6)

Adjusted operating ratio (7)

Consolidated Balance Sheet GAAP Data

Debt and finance lease obligations (8)

Key Operating Metrics

Average trucks (9) (10)

Revenue per truck per week (11)

Containers (12)

The following items were included within income from operations and net income and may impact the comparability of data for the years disclosed above:

During 2019, the Company recorded $63.7 million of pre-tax restructuring charges associated with the shutdown of the FTFM service offering and a $ 34.6 million pre-tax goodwill impairment related to our FTFM reporting unit.

The after-tax impact was $47.5 million and $25.7 million, respectively.

During 2018, the Company recorded $ 5.8 million for a pre-tax settlement that challenged Washington State labor law compliance and a $ 2.0 million pre-tax goodwill impairment related to our Asia reporting unit.

The after-tax impact was $4.3 million and $2.0 million, respectively.

During 2017, the Company recorded $14.9 million of pre-tax duplicate chassis costs related to our transition to an owned chassis model and a $ 13.5 million favorable pre-tax fair value adjustment for contingent consideration related to the acquisition of WSL.

The after-tax impact was $8.9 million and $8.1 million, respectively.

During 2016, the Company recorded $1.4 million of pre-tax costs related to the acquisition of WSL and $1.3 million for one-time pre-tax preparation costs in connection with the IPO.

The after-tax impact was $0.8 million and $0.8 million, respectively.

During 2015, the Company recorded $26.7 million for a pre-tax legal settlement that challenged aspects of the Fair Labor Standards Act and a $6.0 million pre-tax goodwill impairment related to our Asia reporting unit.

The after-tax impact was $15.8 million and $6.0 million, respectively.

Includes the $229.5 million, or $1.34 per share, reduction in income tax expense in 2017 resulting from the revaluation of net deferred tax liabilities due to the Tax Cuts and Jobs Act.

Operating ratio is calculated as total operating expenses as a percentage of operating revenues.

Revenues (excluding fuel surcharge) represents operating revenues less fuel surcharge revenues.

Refer to the Non-GAAP Financial Measures discussion within MD&A for a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge).

Adjusted income from operations is defined as income from operations, adjusted to exclude material items that do not reflect our core operating performance.

Refer to the Non-GAAP Financial Measures discussion within MD&A for a reconciliation of income from operations, which is the most directly comparable GAAP measure, to adjusted income from operations.

Adjusted net income is defined as net income adjusted to exclude material items that do not reflect our core operating performance.

Refer to the Non-GAAP Financial Measures discussion within MD&A for a reconciliation of net income, which is the most directly comparable GAAP measure, to adjusted net income.

Adjusted operating ratio is defined as operating expenses adjusted to exclude material items that do not reflect our core operating performance, divided by revenues (excluding fuel surcharge).

Refer to the Non-GAAP Financial Measures discussion within MD&A for a reconciliation of operating ratio, which is the most directly comparable GAAP measure, to adjusted operating ratio.

Includes current and noncurrent portions of unsecured senior notes, accounts receivable facility, equipment financing agreements, and finance leases and is presented net of deferred financing costs.

Includes company trucks and owner-operator trucks within our Truckload segment.

(10) Calculated based on beginning and end of month counts and represents the average number of trucks available to haul freight over the specified timeframe within our Truckload segment.

(11) Calculated excluding fuel surcharge and revenue in transit, consistent with how revenue is reported internally for segment purposes, using weighted workdays.

(12) Represents ending container count for our Intermodal segment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity