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Schneider National Inc

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 23, 2024

SNDR$29.05+0.4%Stored close · as of Nov 10, 2026

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Contents

Debt and Credit Facilities

  1. DEBT AND CREDIT FACILITIES

As of December 31, 2023 and 2022, debt included the following:

(in millions)December 31, 2023December 31, 2022
Unsecured senior notes: principal payable at maturities ranging from 2024 through 2028; interest payable in semiannual installments through the same timeframe; weighted-average interest rate of 3.68% and 3.93% for 2023 and 2022, respectively$185.0$205.0
Credit agreement: matures November 2027; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.43% for 2023.45.0—
Receivables purchase agreement: matures July 2024; variable rate interest payments due monthly based on the Term SOFR; weighted-average interest rate of 6.28% for 2023.60.0—
Total debt and credit facilities290.0205.0
Current maturities(100.0)(70.0)
Long-term debt and credit facilities$190.0$135.0

Scheduled future debt principal payments are as follows:

(in millions)December 31, 2023
2024$100.0
202595.0
2026—
202745.0
202850.0
Total$290.0

Our Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an additional increase in total commitment by up to $150.0 million, for a total potential commitment of $400.0 million through November 2027. The 2022 Credit Facility also provides a sublimit of $100.0 million to be used for the issuance of letters of credit. Standby letters of credit under these agreements amounted to $0.4 million and $0.1 million on December 31, 2023 and 2022, respectively, and were primarily related to the requirements of certain of our real estate leases.

Our Receivables Purchase Agreement (the “2021 Receivables Purchase Agreement”) allows us to borrow funds against qualifying trade receivables at rates based on the Term SOFR up to $150.0 million and provides for the issuance of standby letters of credit through July 2024. At December 31, 2023 and 2022, standby letters of credit under this agreement amounted to $81.4 million and $77.1 million and were primarily related to the requirements of certain of our insurance obligations.

On August 30, 2023, Schneider National Leasing, Inc. (“SNL”), a wholly-owned subsidiary of the Company, issued and sold $50.0 million in notes pursuant to the Private Shelf Agreement to certain affiliates of PGIM, Inc. (“Prudential”). The notes represent senior promissory notes of SNL, bear interest of 5.63% per year, are payable semiannually, and will mature on August 30, 2028.

The credit agreements and the guaranty agreements relating to the unsecured senior notes contain various financial and other covenants, including required minimum consolidated net worth, consolidated net debt, limitations on indebtedness, transactions with affiliates, shareholder debt, and restricted payments. The credit agreements and senior notes contain change of control provisions pursuant to which a change of control is defined to mean the Schneider family no longer owns more than 50% of the combined voting power of our capital shares. A change of control event causes an immediate termination of unused commitments under the credit agreements and requires repayment of all outstanding borrowings plus accrued interest and fees. The senior notes require us to provide notice to the note holders offering prepayment of the outstanding principal along with interest accrued to the date of prepayment. The prepayment date is required to be within 20 to 60 days from the date of notice. At December 31, 2023, the Company was in compliance with all financial covenants.

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