What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-18 compared with 2021-02-19 · 103 added, 163 removed, 88 unchanged (75% of the section changed)

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Company Overview

We are one of the largest providers of surface transportation and logistics solutions in North America.

Schneider National, Inc.

is a publicly held holding company that, together with our wholly owned subsidiaries, provides safe, reliable, and innovative truckload, intermodal, and logistics services to a diverse group of customers throughout the continental United States, Canada, and Mexico.

Unless otherwise indicated by the context, “we,” “us,” “our,” “ours,” the “Company,” and “Schneider” refer to Schneider National, Inc.

and its consolidated subsidiaries.

We were founded in 1935 and have been a publicly held company since our initial public offering in 2017.

Our stock is publicly traded on the NYSE under the ticker symbol SNDR and is included in the Russell 1000 Index.

Schneider possesses an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the movement of products timely, safely, and effectively, thus adding value to our customers’ supply chains.

Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve our customers’ varied needs.

and its subsidiaries (together “Schneider,” the “Company,” “we,” “us,” or “our”) are among the largest providers of surface transportation and logistics solutions in North America.

We offer a multimodal portfolio of services and possess an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the movement of customer products timely, safely, and effectively.

The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental United States, Canada, and Mexico, thus adding value to their supply chains.

We were founded in 1935 and have been a publicly held holding company since our initial public offering in 2017.

Our stock is publicly traded on the NYSE under the ticker symbol SNDR.

Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve the varied needs of our customers.

Our service offerings include transportation of full-truckload freight, which we directly transport utilizing either our company-controlled revenue equipment and company drivers or owner-operators under contract with us.

We have arrangements with most of the major North American rail carriers to transport freight in containers.

We also provide customized freight movement, revenue equipment, labor, systems, and delivery services tailored to meet individual customer requirements and typically involve long-term contracts.

We also provide customized freight movement, revenue equipment, labor, systems, and delivery services tailored to meet individual customer requirements and which typically involve long-term contracts.

These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, local deliveries, freight handling, specialized equipment, and freight network design.

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• Truckload – which consists of freight transported and delivered by our company-employed drivers in company trucks and by owner-operators.

These services are executed through either network (formerly called for-hire) or dedicated contracts and include standard long-haul and regional shipping services primarily using dry van, bulk, temperature-controlled, and flat-bed equipment, as well as cross dock and customized solutions for high-value and time-sensitive loads with coverage throughout North America.

These services are executed through either network or dedicated contracts and include standard long-haul and regional shipping services primarily using dry van, bulk, temperature-controlled, and flat-bed equipment, as well as cross dock and customized solutions for high-value and time-sensitive loads with coverage throughout North America.

• Intermodal – which consists of door-to-door container on flat car (“COFC”) service through a combination of rail and dray transportation, in association with our rail carrier providers.

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For more information on our reportable segments, see Note 15, Segment Reporting .

We also lease equipment to third parties through our wholly owned subsidiary Schneider Finance, Inc., which is primarily engaged in leasing trucks to owner-operators, including, but not limited to, owner-operators with whom we contract.

Additionally, we provide insurance for both company drivers and owner-operators through our wholly owned insurance subsidiary.

Additionally, we lease equipment to third parties through our wholly owned subsidiary Schneider Finance, Inc., which is primarily engaged in leasing trucks to owner-operators, including, but not limited to, owner-operators with whom we contract, and we provide insurance for both company drivers and owner-operators through our wholly owned insurance subsidiary.

Our Mission and Strategy

We are driven by our uncompromising values to safely deliver the goods that enhance the lives of people everywhere.

We are driven by our uncompromising values to safely deliver goods that enhance the lives of people everywhere.

We forge long-term relationships with key customers as an integral partner in, and extension of, their supply chains.

Our strategy is based on delivering superior experiences to our customers utilizing an integrated, multimodal approach to provide capacity-oriented

solutions centered on delivering customer value and industry-leading service.

Our strategy is based on delivering superior experiences to our customers utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service.

We believe our operating strategy adds value to customers, fuels our earnings, and generates returns to stockholders.

We continually analyze opportunities for capital investment and effective capital deployment to provide more benefits to our customers and increase returns to our shareholders.

We continually analyze opportunities for capital investment and effective capital deployment to provide additional benefits to our customers and increase returns for our shareholders.

Business Developments

With the uncertainties of COVID-19, the Company continues to monitor the impact of the pandemic on all aspects of its business, including the impact to its customers, associates, owner-operators, and business partners.

Our operational and financial performance were negatively impacted by a reduction in volumes across our Truckload and Intermodal segments primarily during the second quarter of 2020, however we experienced improvement as the year progressed.

Cost reduction initiatives implemented by the Company lessened the impact of reduced volumes, but uncertainty remains regarding the ongoing impact of COVID-19 on our financial condition and future results of operations.

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 the acquisition closed on December 31, 2021, MLS did not have an impact on our consolidated results of operations for the year ended December 31, 2021.

Refer to Note 2, Acquisition, for additional details.

COVID-19 was declared a pandemic by the World Health Organization in March 2020.

In response to the pandemic, the Company took steps to mitigate the potential risks posed by the pandemic and implemented measures to keep our associates, drivers, and owner-operators safe and minimize unnecessary risk of exposure to COVID-19.

Safety and cybersecurity measures remain in place to ensure the well-being of our associates and that our systems are capable of serving our operational needs and providing uninterrupted service to our customers.

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

Industry and Competition

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economy and moves the vast majority of freight volume in the U.S.

Overall, it is a highly competitive and fragmented industry, characterized by many small carriers.

It is a highly competitive and fragmented industry, characterized by many small carriers.

Increased regulations and initiatives to improve the safety and reduce emissions of the U.S.

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domestic container fleet.

Our Intermodal segment competes with intermodal providers and other transportation service companies.

Our Intermodal segment competes with intermodal providers and other transportation service companies, including truckload carriers.

The logistics industry is a large, fast-growing, and fragmented market that represents an integral part of the global economy.

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Our Logistics segment manages over 50,000 qualified carrier relationships and managed approximately $3.0 billion of third-party freight in 2021.

Our broad portfolio helps limit customer and industry concentration.

We receive revenue from a diversified customer base, none of which generated revenues in excess of 10% in 2020.

We maintain a broad end-market footprint, encompassing over ten distinct industries including general merchandise, chemicals, electronics and appliances, and food and beverage, among others.

Our diversified revenue mix and customer base allows for revenue and yield management stability throughout the year, despite the fact that many of our customers are affected by seasonal fluctuations.

Our broad portfolio helps limit customer and industry concentration as we receive revenue from a diversified customer base.

We maintain a broad end-market footprint, encompassing over ten distinct industries including general merchandise, chemicals, electronics and appliances, and food and beverage.

Our diversified revenue mix and customer base allow for revenue and yield management stability throughout the year, despite the fact that many of our customers are affected by seasonal fluctuations.

Revenue Equipment

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Chassis 20,600

Human Capital Matters

As of December 31, 2020, we employed approximately 15,225 as sociates, 66% of whom are drivers with the remaining 34% consisting of mechanics and warehouse personnel, managers, and other corporate office employees.

The table above excludes approximately 900 tractors and 3,600 trailers owned by MLS, which was acquired effective December 31, 2021.

Human Capital Management

Schneider is committed to promoting a diverse and inclusive culture that values and respects the varied talents and perspectives of our associates.

We recognize the advantage of hiring and retaining associates who help us create value for our shareholders.

Associates and Workforce

As of December 31, 2021, we employed approximately 16,050 associates (exclusive of MLS associates), 67% of whom are drivers with the remaining 33% consisting of mechanics and warehouse personnel, managers, and other corporate office associates.

With the acquisition of MLS on December 31, 2021, roughly 1,000 associates were added.

Approximately 16% of our associates are based at our headquarters in Green Bay, Wisconsin.

We have not experienced any work stoppages and consider our associate relations to be good.

Currently, seven of our company drivers are members of an organized labor union, as a result of a commitment we made in the 1980s to allow this group of drivers to finish their careers at Schneider while remaining union members.

Currently, five of our company drivers are members of an organized labor union, as a result of a commitment we made in the 1980s to allow this group of drivers to finish their careers at Schneider while remaining union members.

None of our other associates are represented by a labor union.

As a result of our performance, integrity, and collaborative culture, we have a highly engaged workforce.

Our workforce is deployed over a diverse set of positions across our segments, geographies, and businesses.

Where consistent with our operational needs, we offer a variety of flexible working arrangements to associates, which include remote work arrangements.

As a result of retirements, high turnover rates, and the slow pace of attracting new drivers to the industry, the industry and the long-haul truckload sector, in particular, have been characterized by persistent shortages of truck drivers.

Recognizing the indispensable role that our truck drivers play in our ability to serve our customers, making our driver experience the best in the industry and retaining our drivers is a high priority.

We employ a number of measures to offset driver turnover, remain focused on driver retention, and maintain a turnover rate which is generally consistent with the industry standard.

As a result of our performance, integrity, and collaborative culture, we have a highly engaged workforce deployed over a diverse set of positions across our segments, geographies, and businesses.

Where consistent with our operational needs, we offer a variety of flexible working arrangements to associates, including remote and blended work configurations.

Associate Recruitment, Development, and Retention

• Company drivers - As a result of retirements, high turnover rates, and the challenges of attracting new drivers, the industry and the long-haul truckload sector, in particular, have been characterized by persistent shortages of truck drivers.

Recognizing the indispensable role that our drivers play in the ability to serve our customers, we remain focused on making our driver experience the best in the industry.

We employ measures to improve retention, and our turnover rate is generally consistent with the industry standard.

Those measures include establishing monthly hiring targets, offering drivers competitive salaries and benefits, establishing driver pay scales which provide for increasing pay by experience level and performance, offering both live and remote driver training by experienced driving instructors, maintaining a modern truck fleet with the latest safety technology, and improving the overall driver experience.

• Non-driver Company associates - Our warehouse personnel, managers, and other corporate office associates help to facilitate and coordinate service to customers, ensure equipment is operational and well maintained, and generally support our operations.

As we strive to offer best-in-class service to our customers, we focus on hiring top talent and providing them with opportunities for development and growth within their roles and throughout the organization.

We utilize a performance management system that incorporates goals and development plans that are assessed semiannually to better position associates for future career growth.

Succession planning is regularly performed to help identify and develop a pipeline of talent in critical roles within our organization.

Additionally, we routinely conduct market analyses to ensure wages and benefits remain competitive, and we offer associates classroom, virtual, and web-based training options through our comprehensive learning program.

Associate Engagement

We promote associate engagement throughout our organization.

We conduct biennial associate surveys to measure associate satisfaction and garner ideas to improve workforce engagement.

Survey results are used to implement programs that will enhance associate connectivity with the Company which is believed to lead to increased innovation, productivity, and profitability.

The Company believes that a diverse workforce leads to innovative ideas and a culture that drives unique and inclusive perspectives.

We promote an environment where respect for others and their rights are expected.

Owner-Operators

In addition to the company drivers we employ, we enter into contracts with independent contractors who operate as “owner-operators”.

Owner-operators are small business owners who operate their own trucks (some may employ drivers they hire) and provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses.

Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis.

Owner-operators tend to be experienced drivers and represented approximately 22% of driver capacity as of December 31, 2020.

Environmental, Social, and Governance

We prioritize doing business responsibly and embrace that we have a role to play in the betterment of society.

At Schneider, we define sustainability broadly as safe and responsible practices that strengthen the economy and create a safer world.

We seek to accomplish this by maintaining a modern fleet to maximize fuel efficiency, leveraging our intermodal service to convert loads from truck to rail, consolidating freight whenever possible, and introducing technologies to coordinate the movement of

products timely, safely, and efficiently.

Additionally, we continue to evaluate alternative fuel vehicles, and our efforts to improve overall fleet fuel efficiency and reduce greenhouse gas emissions are ongoing.

We are an EPA SmartWay® Transport Partner and are proud to be one of only four freight carriers to receive the EPA’s SmartWay® Excellence Award each year since the award was created.

We were the first company to receive the National Safety Council’s Green Cross for Safety Award for two consecutive years.

As always, we continue to ingrain safety into our corporate culture and strive to conduct all of our operations as safely as possible.

Diversity and Inclusion

We believe diversity fuels innovation, improves strategic thinking, and cultivates leadership.

‘Respect for All’ is one of our four core values.

We embrace and seek out diversity that is inclusive of thought, race, ethnicity, gender, age, religion, sexual orientation, experience, and background.

We have established Cultural Connections, an internal group committed to educating ourselves and coworkers on topics that pertain to who we are, and in 2021, we were named a “Top Company for Women to Work for in Transportation” by Redefining the Road, the official magazine of the Women in Trucking Association (WIT).

“Safety first and always” is a Schneider core value.

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Driving behavior is electronically monitored, alerts are provided to the driver situationally, and performance is documented for subsequent coaching.

We also employ electronic logging, which ensures HOS compliance and reduces fatigue occurrences.

We also employ electronic logging in an effort to ensure HOS compliance and reduce fatigue occurrences.

• Active management .

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We have always maintained a satisfactory DOT safety rating, which is the highest available rating.

Owner-Operators

In addition to the company drivers we employ, we enter into contracts with independent contractors who work as “owner-operators”.

Owner-operators are small business owners who own and maintain their own trucks, may employ drivers they hire, and provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses.

Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis.

Owner-operators tend to be experienced drivers and represented approximately 18% of driver capacity as of December 31, 2021.

Environmental, Social, and Governance

We prioritize doing business responsibly and embrace that we have a role to play in the betterment of society.

At Schneider, we define sustainability broadly as safe and responsible practices that strengthen the economy and create a safer world.

Additionally, we continue to evaluate alternative fuel vehicles, and our efforts to improve overall fleet fuel efficiency and reduce GHG emissions are ongoing.

In 2022, we will begin adding a limited number of battery-electric zero emission trucks to our fleet to contribute toward the Company’s goal of cutting its carbon dioxide emissions by 7.5% per mile by 2025 and 60% per mile by 2035.

We are an EPA SmartWay® Transport Partner and are proud

to be one of only four freight carriers to receive the EPA’s SmartWay® Excellence Award each year since the award was created.

We were the first company to receive the National Safety Council’s Green Cross for Safety Award for two consecutive years.

As always, we continue to ingrain safety into our corporate culture and strive to conduct all of our operations as safely as possible.

We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies .

In 2021, we made 99% of our fuel purchases through negotiated volume purchase discounts.

We store fuel in underground storage tanks at ten locations and in above-ground storage tanks at one location.

We store fuel in underground storage tanks at six locations and in above-ground storage tanks at one location.

We believe that we are in substantive compliance with applicable environmental laws relating to the storage of fuel.

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As an additional measure, we leverage fuel consumption metrics in evaluating drivers’ performance, and drivers utilize a fuel optimizer program where they purchase fuel at the most cost-effective locations based on distance to empty and fuel purchase commitments.

Industry Regulation

Our operations are regulated and licensed by various agencies in the U.S., Mexico, and Canada.

Our company drivers and owner-operators must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and HOS.

Weight and equipment dimensions are also subject to government regulations.

Other agencies, such as the EPA and Department of Homeland Security, also regulate equipment.

We believe regulation in the transportation industry may become progressively more restrictive and complex.

The following discussion presents recently enacted federal, state, and local regulations that have an impact on our operations.

Hours of Service

We are subject to the FMCSA’s HOS rule, which was effective on July 1, 2013.

The FMCSA issued its final rule mandating the use of ELDs in December 2015.

Under the rule, carriers were required to adopt and use compliant devices beginning in December 2017.

In December 2019, the next phase of the ELD mandate went into effect requiring carriers previously grandfathered-in for the use of automatic on-board recording devices to switch to ELDs for logging HOS.

Drug and Alcohol Clearinghouse

The FMCSA issued its final rule establishing the Commercial Driver’s License Drug and Alcohol Clearinghouse (“Clearinghouse”) in 2016 (effective date January 4, 2017).

Compliance was required by January 6, 2020.

The Clearinghouse requires FMCSA-regulated employers and others to report information related to violations of the drug and alcohol regulation for current and prospective driver employees.

It also requires the employers to query the Clearinghouse (a) for current/prospective employees before allowing them to operate a commercial motor vehicle on public roads and (b) for current employees, at least annually for each driver.

Prohibiting Coercion of Commercial Motor Vehicle Drivers

The Prohibiting Coercion of Commercial Motor Vehicle Drivers rule, as adopted by the FMCSA, explicitly prohibits motor carriers and other parties in the supply chain from coercing drivers to violate certain FMCSA regulations, including, but not limited to, driver HOS limits, commercial drivers’ license regulations, drug and alcohol testing rules, and hazardous materials regulations.

Under the rule, drivers can report incidents of coercion to the FMCSA, which is authorized to issue penalties against the offending party.

Environmental Regulation

We are subject to various environmental laws and regulations dealing with the hauling and handling of hazardous materials, fuel storage tanks, emissions from our vehicles and facilities, engine idling, discharge and retention of storm water, and other environmental matters that involve inherent environmental risk.

We maintain bulk fuel storage and fuel islands at some of our terminals.

We also have vehicle maintenance and repair operations at some of our facilities.

Our operations involve the risks of fuel spillage and seepage, discharge of contaminants, environmental damage, and hazardous waste disposal, among others.

We have instituted programs to monitor and control environmental risks and maintain compliance with applicable environmental laws.

As part of our safety and risk management program, we periodically perform environmental reviews.

We are a partner in the EPA’s SmartWay Transport Partnership, a voluntary program promoting energy efficiency and air quality.

In 2008, the State of California’s ARB approved the Heavy-Duty Vehicle GHG Emission Reduction Regulation in efforts to reduce GHG emissions from certain long-haul tractor-trailers that operate in California by requiring them to use technologies that improve fuel efficiency (regardless of where the vehicle is registered).

The regulation required owners of long-haul tractors and 53-foot trailers to replace or retrofit their vehicles with aerodynamic technologies and low rolling resistance tires.

The regulation also contained certain emissions and registration standards for temperature-controlled trailer operators.

Thereafter, the EPA and the NHTSA began taking coordinated steps at a national level in support of a new generation of clean vehicles and engines through reduced GHG emissions and improved fuel efficiency.

In September 2011, the EPA finalized federal regulations for controlling GHG emissions, beginning with model year 2014 medium and heavy-duty engines and vehicles and increasing in stringency through model year 2018 and later.

The federal regulations relate to efficient engines, use of auxiliary power units, mass reduction, low rolling resistance tires, improved aerodynamics, improved transmissions, and reduced accessory loads.

In December 2013, California’s ARB approved regulations to align its GHG emission standards and test procedures, as well as its tractor-trailer GHG regulation, with the federal Phase 1 GHG regulation, which applied fuel efficiency standards to vehicles for model years 2014 to 2018 and later.

In October 2016, the EPA and the NHTSA published a Final Rule for Phase 2 of the GHG emissions and fuel efficiency standards for medium and heavy-duty engines and vehicles.

The Final Rule, which became effective as of December 27, 2016,

is expected to lower CO 2 emissions by 1.1 billion metric tons and reduce oil consumption by up to 2 billion barrels over the lifetime of vehicles sold under the Phase 2 program.

First-time CO 2 and fuel consumption standards for combination tractors and engines (which are subject to individual and separate regulatory requirements) commence in calendar year 2021, increase incrementally in 2024, and achieve a fully phased-in requirement in 2027.

EPA and NHTSA expect that motor carriers will meet the increased standards using technology improvements in multiple areas, including the engine, transmission, driveline, aerodynamic design, extended idle reduction technologies, and the use of other accessories.

Since its adoption of the Phase 2 Final Rule, the EPA has received various petitions for reconsideration based on the position that the EPA lacked legal authority to regulate certain types of vehicles, including glider vehicles and trailers.

In light of these petitions, the EPA decided to revisit certain provisions in the Phase 2 Final Rule.

In November 2017, the EPA issued a proposal to repeal the emissions standards and other requirements for heavy-duty glider vehicles, glider engines, and glider kits based upon a proposed interpretation of the CAA under which glider vehicles would be found not to constitute “new motor vehicles” within the meaning of CAA Section 216(3), glider engines would be found not to constitute “new motor vehicle engines” within the meaning of CAA Section 216(3), and glider kits would not be treated as “incomplete” new motor vehicles.

Under this proposal interpretation, the EPA would lack authority to regulate glider vehicles, glider engines, and glider kits under CAA Section 202(a)(1).

The public comment period for this proposal expired on January 5, 2018, and the EPA has not taken further action on the proposed rule.

Current and proposed GHG regulations could impact us by increasing the cost of new trucks, impairing productivity, and increasing our operating expenses.

Federal and state lawmakers are considering a variety of climate-change proposals related to carbon and GHG emissions.

The proposals could potentially limit carbon emissions for certain states and municipalities, which continue to restrict the location and amount of time that diesel-powered trucks may idle.

In September 2019, California passed California Assembly Bill 5, more commonly referred to as “AB 5”, which codifies the standard known as the “ABC test” in order to determine whether a worker is considered an independent contractor or an employee for purposes of employee benefits such as sick leave, paid vacation, and overtime, among other legal requirements.

Observers generally view AB 5 as lowering the threshold for classifying a worker as an employee as opposed to an independent contractor.

AB 5 was scheduled to go into effect on January 1, 2020;

however, a California Federal District judge has issued a preliminary injunction enjoining California from enforcing AB 5 as to motor carriers while the case is pending.

This decision was appealed and a panel of the Ninth Circuit Court of Appeals heard oral arguments on September 2, 2020.

If AB 5 is upheld, capacity and rates throughout the industry could be widely impacted.

Our in-cab telematics platform delivers on-board technology through our private application store to enable regulatory compliance and driver productivity needs.

Our operations as a for-hire motor carrier are regulated and licensed by various federal, state, and local government agencies in North America, including the U.S.

DOT, FMCSA, U.S.

DHS, NHTSA, EPA, and OSHA.

These regulatory authorities have broad powers over matters relating to authorized motor carrier operations, as well as motor carrier registration, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions, and periodic financial reporting.

Our driver associates and owner-operators must also comply with enacted governmental regulations regarding safety, equipment, and operating methods.

Examples include the DOT regulation of equipment weight, equipment dimensions, driver HOS, drug and alcohol testing of our current and prospective driver associates, as well as other driver eligibility requirements, on-board reporting of operations, and ergonomics.

The FMCSA Commercial Driver’s License Drug and Alcohol Clearinghouse rule (“Clearinghouse”) requires employers to report information related to violations of the drug and alcohol regulation for current and prospective driver employees and to query the Clearinghouse for such driver employees before allowing them to operate a commercial motor vehicle on public roads, as well as at least annually for current drivers.

In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration (“TSA”) and Customs and Border Protection (“CBP”) within the DHS, and our cross-border operations in Canada and Mexico are subject to regulation by each of those countries.

We are subject to various environmental laws and regulations dealing with, among other aspects of our operations, the handling of hazardous materials, underground fuel storage tanks at our terminals, emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water.

These laws and regulations have the potential to increase costs, risks, and liabilities associated with our applicable operations.

Additionally, we may be impacted by potential future legislation and regulations related to climate change.

We are also subject to a variety of laws and regulations which are targeted at reducing GHG emissions and improving air quality and fuel efficiency at a national level.

Prominent among those regulations are certain environmental regulations in effect in the State of California, including the Heavy-Duty Vehicle GHG Emission Reduction Regulation which was issued to reduce GHG emissions from certain long-haul tractor-trailers that operate in California by requiring owners of such vehicles or equipment to retrofit their vehicles with aerodynamic elements and accessories and implement technologies that improve fuel efficiency (regardless of where the vehicle is registered), and the ACT regulation, which requires original equipment manufacturers to begin shifting towards greater production of zero-emission heavy duty tractors beginning in 2024.

Under the ACT, every new tractor sold in California will need to be zero-emission by 2045.

While the ACT does not apply to those simply operating tractors in California, it could impact the cost and/or supply of traditional diesel tractors and lead to similar legislation in other states or at the federal level.

The EPA and the NHTSA have also begun taking coordinated steps in support of a new generation of clean vehicles and engines to reduce GHG emissions.

Complying with these and any future GHG regulations enacted by California’s Air Resources Board, the EPA, the NHTSA, and/or any other state or federal governing body has increased and will likely continue to increase the cost of our new tractors, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings.

These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and the residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations.

We cannot predict, however, the extent to which our operations and productivity will be impacted.

We will continue monitoring our compliance with federal and state GHG regulations.

Federal and state lawmakers are considering a variety of other climate-change proposals related to carbon and GHG emissions.

The proposals could potentially limit carbon emissions within certain states and municipalities, which would restrict the location and amount of time that diesel-powered tractors may idle.

Such proposals could result in a decrease in productivity or increase driver turnover.

Regulatory requirements and changes in regulatory requirements may affect our business or the economics of the industry by requiring changes in operating practices that could influence the demand for and increase the costs of providing transportation services.

If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant capital expenditures or discontinue certain activities.

We believe that our operations are in material compliance with current laws and regulations and do not know of any existing compliance issues or environmental conditions that would reasonably be expected to have a material adverse effect on our business or operating results.

Additionally, we continue to monitor and evaluate the proposed rule makings of the DOT, FMCSA, NHTSA, EPA, State of California, and other federal and state regulatory agencies to determine the expected impact on our operations.

Our in-cab telematics platform delivers on-board technology through our private application store to enable communication, regulatory compliance, and driver productivity needs.

This comprehensive platform includes message capabilities, applications that scan and automate paperwork, and customer and location specific step-by-step work assignments.

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Decision support tools improve our ability to, among other things, situationally coach drivers, minimize fuel costs, and maintain the fleet in the most cost-effective manner.

We continue to expand our business capabilities by extending our foundational Quest platform and making advancements to our in-cab technology.

We are also leveraging mobile applications to better connect with company drivers and customers.

One example is a mobile application that prompts our company drivers to rate the shipping, receiving, and driver support locations

that they visit.

Our gathering and sharing of this information with customers and providers have been well received and are driving action to improve the drivers' experience.

Schneider FreightPower® digitally connects the benefits of Quest with the strength of our trailer network and carrier relationships to service our customers.

We continue to expand our business capabilities by extending our foundational Quest platform, making advancements to our in-cab technology, and leveraging mobile applications to better connect with company drivers and customers.

One example is a mobile application that prompts our company drivers to rate the shipping, receiving, and driver support locations that they visit.

Our gathering and sharing of this information with customers and providers have been well received and are driving action to improve the drivers' experience.

Additionally, through our investment in MLSI, in which we are collaborating to develop a Transportation Management System 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.

Available Information

We make a number of reports and other information available free of charge on our website, www.schneider.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

Our investor relations website also contains corporate governance guidelines, our code of ethics and whistleblower policy, Board committee charters, and other corporate policies.

The “Investors” section of our website also contains corporate governance guidelines, our code of ethics, Board committee charters, and other corporate policies.

In addition, our website contains information on our sustainability goals, including a copy of our Corporate Responsibility Report.

The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.

Information About Our Executive Officers

Our executive officers as of February 19, 2021, together with their ages, positions, and business experience are below:

Name Age Position

Rourke 56 President, Chief Executive Officer and Director

Bruffett 57 Executive Vice President, Chief Financial Officer

Shaleen Devgun 48 Executive Vice President, Chief Information Officer

Robert Reich 54 Executive Vice President, Chief Administrative Officer

David Geyer 56 Executive Vice President, Group President of Transportation & Logistics

Jackson 55 Executive Vice President, General Counsel

Rourke has served as our Chief Executive Officer and President, 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.

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 and The Shyft Group.

Bruffett has served as our Chief Financial Officer and Executive Vice President 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.

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 Devgun has served as our Executive Vice President and Chief Information Officer since July 2015.

Devgun previously served as Vice President for Strategy, Planning, and Solution Delivery.

Prior to joining our company in 2009, Mr.

Devgun 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.

He holds bachelor’s degrees in economics and 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.

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.

David Geyer has served as our Executive Vice President, Group President, Transportation & Logistics since April 2019.

He previously served as our Senior Vice President, Group Manager of Truckload Services from 2012 to 2019 and led Schneider’s Global Commercial Services.

Geyer holds a bachelor’s degree in industrial technology from the University of Wisconsin-Stout and has completed executive programs in corporate governance at UCLA and finance at the University of Chicago.

He also serves on the Board for the Northeastern Wisconsin chapter of the American Red Cross.

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.

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.

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 1. Business