Schneider National Inc
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
View on SEC.govAbout this filing
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$28.92+4.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2023
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| PART I. | |||
| ITEM 1. | Business | 1 | |
| ITEM 1A. | Risk Factors | 8 | |
| ITEM 1B. | Unresolved Staff Comments | 20 | |
| ITEM 1C. | Cybersecurity | 20 | |
| ITEM 2. | Properties | 22 | |
| ITEM 3. | Legal Proceedings | 23 | |
| ITEM 4. | Mine Safety Disclosures | 23 | |
| PART II. | |||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 24 | |
| ITEM 6. | [Reserved] | 25 | |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |
| ITEM 7A. | Quantitative and Qualitative Disclosures about Market Risk | 39 | |
| ITEM 8. | Financial Statements and Supplementary Data | 40 | |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | 40 | ||
| Consolidated Statements of Comprehensive Income | 43 | ||
| Consolidated Balance Sheets | 44 | ||
| Consolidated Statements of Cash Flows | 45 | ||
| Consolidated Statements of Shareholders’ Equity | 47 | ||
| Notes to Consolidated Financial Statements | 48 | ||
| Page | |||
| Note 1 | Summary of Significant Accounting Policies | 48 | |
| Note 2 | Acquisitions | 53 | |
| Note 3 | Revenue Recognition | 55 | |
| Note 4 | Fair Value | 57 | |
| Note 5 | Investments | 58 | |
| Note 6 | Goodwill and Other Intangible Assets | 59 | |
| Note 7 | Debt and Credit Facilities | 60 | |
| Note 8 | Leases | 61 | |
| Note 9 | Income Taxes | 64 | |
| Note 10 | Common Equity | 66 | |
| Note 11 | Employee Benefit Plans | 67 | |
| Note 12 | Share-Based Compensation | 67 | |
| Note 13 | Commitments and Contingencies | 71 | |
| Note 14 | Segment Reporting | 72 | |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 73 | |
| ITEM 9A. | Controls and Procedures | 73 | |
| ITEM 9B. | Other Information | 74 | |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 74 | |
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| PART III. | ||
|---|---|---|
| ITEM 10. | Directors, Executive Officers, and Corporate Governance | 75 |
| ITEM 11. | Executive Compensation | 76 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 76 |
| ITEM 13. | Certain Relationships and Related Transactions and Director Independence | 77 |
| ITEM 14. | Principal Accounting Fees and Services | 77 |
| PART IV. | ||
| ITEM 15. | Exhibits and Financial Statement Schedules | 78 |
| Signatures | 82 | |
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GLOSSARY OF TERMS
| 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. |
|---|---|
| ACF | Advanced Clean Fleets |
| ACT | Advanced Clean Trucks |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| BEV | Battery-electric vehicle |
| Board | Board of Directors |
| BRG | Business Resource Group |
| CARB | California Air Resources Board |
| CTA | California Trucking Association |
| CO2 | Carbon dioxide |
| CAT | CDL Apprenticeship Training |
| CCA | Cloud Computing Arrangement |
| CDL | Commercial Driver’s License |
| ChemDirect | Fortem Invenio, Inc. |
| CITO | Chief Innovation and Technology Officer |
| Clearinghouse | Commercial Driver’s License Drug and Alcohol Clearinghouse |
| CODM | Chief Operating Decision Maker |
| deBoer | 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 |
| ERC | Enterprise Risk Council |
| ERM | Enterprise Risk Management |
| ERP | Enterprise Resource Planning |
| ESG | Environmental, Social, and Governance |
| FLSA | Fair Labor Standards Act of 1938 |
| FMCSA | Federal Motor Carrier Safety Administration |
| 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 |
| 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. |
| M&M | M&M Transport Services, LLC |
| MLS | Midwest Logistics Systems, Ltd. and affiliated entities holding assets comprising substantially all of its business. |
| MLSI | Mastery Logistics Systems, Inc. |
| MSSP | Managed Security Service Provider |
| NASDAQ | National Association of Securities Dealers Automated Quotations |
| NHTSA | National Highway Traffic Safety Administration |
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| NYSE | New York Stock Exchange |
|---|---|
| OEM | Original Equipment Manufacturers |
| OSHA | Occupational Safety and Health Administration |
| PSU | Performance-based Restricted Stock Unit |
| RSU | Restricted Stock Unit |
| rTSR | Relative Total Shareholder Return |
| SaaS | Software as a Service |
| SCDM | Supply Chain and Distribution Management operating segment |
| SDIS | Senior Director of Information Security |
| SEC | United States Securities and Exchange Commission |
| Term SOFR | The CME Term SOFR Reference Rate administered by CME Group Benchmark Administration Limited |
| TMS | Transportation Management System |
| TuSimple | TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited) |
| U.S. | United States |
| Voting Trust | Schneider National, Inc. Voting Trust |
| VTL | Van Truckload |
| VCMDA | Voluntary Carbon Market Disclosures Business Regulation Act |
| 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 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.