10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________

 FORM 10-Q

_____________________________________________________________________________

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

For the quarterly period ended March 31, 2022

OR

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

For the transition period from                      to                     

Commission File Number: 001-38054 

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________________________

Wisconsin				39-1258315
(State of Incorporation)				(IRS Employer Identification No.)
	3101 South Packerland Drive
	Green Bay	Wisconsin	54313
	(Address of Registrant’s Principal Executive Offices and Zip Code)

(920) 592-2000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Class B common stock, no par value	SNDR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒           No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒             No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐            No ☒  

As of April 22, 2022, the registrant had 83,029,500 shares of Class A common stock, no par value, outstanding and 94,892,655 shares of Class B common stock, no par value, outstanding.

SCHNEIDER NATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2022

TABLE OF CONTENTS

				Page
	Cautionary Note Regarding Forward-Looking Statements			1
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements			2
	Consolidated Statements of Comprehensive Income (Unaudited)			2
	Consolidated Balance Sheets (Unaudited)			3
	Consolidated Statements of Cash Flows (Unaudited)			4
	Consolidated Statements of Shareholders’ Equity (Unaudited)			5
	Notes to Consolidated Financial Statements (Unaudited)			6
			Page
	Note 1	General	6
	Note 2	Acquisition	6
	Note 3	Leases	8
	Note 4	Revenue Recognition	9
	Note 5	Fair Value	10
	Note 6	Investments	10
	Note 7	Goodwill	11
	Note 8	Debt and Credit Facilities	12
	Note 9	Income Taxes	12
	Note 10	Common Equity	12
	Note 11	Share-Based Compensation	13
	Note 12	Commitments and Contingencies	13
	Note 13	Segment Reporting	14
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk			26
ITEM 4.	Controls and Procedures			26
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings			27
ITEM 1A.	Risk Factors			27
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds			27
ITEM 3.	Defaults Upon Senior Securities			27
ITEM 4.	Mine Safety Disclosures			27
ITEM 5.	Other Information			27
ITEM 6.	Exhibits			28
Signature				29

i

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.
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
ChemDirect	Fortem Invenio, Inc.
CODM	Chief Operating Decision Maker
COVID-19	Coronavirus disease 2019, including its variants
FASB	Financial Accounting Standards Board
GAAP	United States Generally Accepted Accounting Principles
IPO	Initial Public Offering
KPI	Key Performance Indicator
LIBOR	London InterBank Offered Rate
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
PSI	Platform Science, Inc.
SEC	United States Securities and Exchange Commission
TuSimple	TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited)
U.S.	United States
WSL	Watkins and Shepard Trucking, Inc. and Lodeso, Inc. These businesses were acquired simultaneously in June 2016.

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. The words “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “prospects,” “potential,” “budget,” “forecast,” “continue,” “predict,” “seek,” “objective,” “goal,” “guidance,” “outlook,” “effort,” “target,” and similar words, expressions, terms, and phrases among others, generally identify forward-looking statements, which speak only as of the date the statements were made. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.

The risks, uncertainties, and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: our ability to successfully manage the demand, supply, and operational challenges and disruptions (including the impact of reduced freight volumes) associated with the COVID-19 pandemic and the associated responses of federal, state, and local governments and businesses; economic and business risks inherent in the truckload and transportation industry, including inflation and competitive pressures pertaining to pricing, capacity, and service; our ability to effectively manage tight truck capacity brought about by driver shortages and successfully execute our yield management strategies; our ability to maintain key customer and supply arrangements (including dedicated arrangements) and to manage disruption of our business due to factors outside of our control, such as natural disasters, acts of war or terrorism, disease outbreaks, or pandemics; volatility in the market valuation of our investments in strategic partners and technologies; our ability to manage and effectively implement our growth and diversification strategies and cost saving initiatives; our dependence on our reputation and the Schneider brand and the potential for adverse publicity, damage to our reputation, and the loss of brand equity; risks related to demand for our service offerings; risks associated with the loss of a significant customer or customers; capital investments that fail to match customer demand or for which we cannot obtain adequate funding; fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase agreements, our ability to recover fuel costs through our fuel surcharge programs, and potential changes in customer preferences (e.g. truckload vs. intermodal services) driven by diesel fuel prices; our ability to attract and retain qualified drivers and owner-operators; our reliance on owner-operators to provide a portion of our truck fleet; our dependence on railroads in the operation of our intermodal business; our ability to successfully transition from Burlington Northern Santa Fe Railway Company to Union Pacific Railroad Company as our primary intermodal rail service provider by January 2023; potential port congestion or interruptions that may result from contract negotiations between the International Longshore and Warehouse Union and west coast port owners; potential volatility in the value of our investments in strategic partners, especially as it relates to our investment in TuSimple; service instability and/or increased costs from third-party capacity providers used by our business; changes in the outsourcing practices of our third-party logistics customers; difficulty in obtaining material, equipment, goods, and services from our vendors and suppliers; variability in insurance and claims expenses and the risks of insuring claims through our captive insurance company; the impact of laws and regulations that apply to our business, including those that relate to the environment, taxes, associates, owner-operators, and our captive insurance company; changes to those laws and regulations; and the increased costs of compliance with existing or future federal, state, and local regulations; political, economic, and other risks from cross-border operations and operations in multiple countries; risks associated with financial, credit, and equity markets, including our ability to service indebtedness and fund capital expenditures and strategic initiatives; negative seasonal patterns generally experienced in the trucking industry during traditionally slower shipping periods and winter months; risks associated with severe weather and similar events; significant systems disruptions, including those caused by cybersecurity events and firmware defects; exposure to claims and lawsuits in the ordinary course of business; our ability to adapt to new technologies and new participants in the truckload and transportation industry; and those risks and uncertainties discussed in (1) our most recently filed Annual Report on Form 10-K in (a) Part I, Item 1A. “Risk Factors,” (b) Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (c) Part II, Item 8. “Financial Statements and Supplementary Data: Note 14, Commitments and Contingencies,” (2) this Quarterly Report on Form 10-Q in (a) Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (b) Part I, Item 1. “Financial Statements: Note 12, Commitments and Contingencies,” and (3) other factors discussed in filings with the SEC by the Company.

The Company undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

WHERE TO FIND MORE INFORMATION

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information that the Company files electronically with the SEC. These documents are also available to the public from commercial document retrieval services and at the “Investors” section of our website at www.schneider.com. Information disclosed or available on our website shall not be deemed incorporated into, or to be a part of, this Report.

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)

	Three Months Ended March 31,
	2022		2021
Operating revenues	$	1,620.5	$	1,228.6
Operating expenses:
Purchased transportation	740.1		558.5
Salaries, wages, and benefits	337.5		267.1
Fuel and fuel taxes	110.2		63.8
Depreciation and amortization	83.8		73.1
Operating supplies and expenses—net	89.5		136.1
Insurance and related expenses	26.4		24.4
Other general expenses	97.9		29.4
Total operating expenses	1,485.4		1,152.4
Income from operations	135.1		76.2
Other expenses (income):
Interest income	(0.4)		(0.8)
Interest expense	2.8		3.4
Other expense—net	9.2		0.8
Total other expenses—net	11.6		3.4
Income before income taxes	123.5		72.8
Provision for income taxes	31.4		18.0
Net income	92.1		54.8
Other comprehensive income (loss):
Foreign currency translation adjustment—net	0.1		(0.1)
Net unrealized losses on marketable securities—net of tax	(1.6)		(0.6)
Total other comprehensive loss—net	(1.5)		(0.7)
Comprehensive income	$	90.6	$	54.1
Weighted average shares outstanding	177.7		177.4
Basic earnings per share	$	0.52	$	0.31
Weighted average diluted shares outstanding	178.5		177.8
Diluted earnings per share	$	0.52	$	0.31

See notes to consolidated financial statements (unaudited).

2

SCHNEIDER NATIONAL, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)

	March 31,		December 31,
	2022		2021
Assets
Current Assets:
Cash and cash equivalents	$	272.6	$	244.8
Marketable securities	48.5		49.3
Trade accounts receivable—net of allowance of $6.6 million and $5.2 million, respectively	754.4		705.4
Other receivables	59.2		35.9
Current portion of lease receivables—net of allowance of $1.2 million and $1.1 million, respectively	111.9		110.6
Inventories	31.3		27.4
Prepaid expenses and other current assets	119.4		75.1
Total current assets	1,397.3		1,248.5
Noncurrent Assets:
Property and equipment:
Transportation equipment	3,119.0		3,056.2
Land, buildings, and improvements	208.1		215.7
Other property and equipment	176.9		175.1
Total property and equipment	3,504.0		3,447.0
Less accumulated depreciation	1,455.9		1,396.0
Net property and equipment	2,048.1		2,051.0
Lease receivables	161.0		160.1
Internal use software and other noncurrent assets	235.2		237.2
Goodwill	245.0		240.5
Total noncurrent assets	2,689.3		2,688.8
Total Assets	$	4,086.6	$	3,937.3
Liabilities and Shareholders’ Equity
Current Liabilities:
Trade accounts payable	$	400.2	$	331.7
Accrued salaries, wages, and benefits	67.4		104.5
Claims accruals—current	85.9		83.9
Current maturities of debt and finance lease obligations	1.8		61.4
Other current liabilities	170.6		108.7
Total current liabilities	725.9		690.2
Noncurrent Liabilities:
Long-term debt and finance lease obligations	209.9		208.9
Claims accruals—noncurrent	94.6		88.5
Deferred income taxes	480.2		451.0
Other noncurrent liabilities	71.1		74.9
Total noncurrent liabilities	855.8		823.3
Total Liabilities	1,581.7		1,513.5
Commitments and Contingencies (Note 12)
Shareholders’ Equity:
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 B common shares, no par value, 750,000,000 shares authorized, 95,641,086 and 95,701,868 shares issued, and 94,890,562 and 94,626,740 shares outstanding, respectively	—		—
Additional paid-in capital	1,571.4		1,566.0
Retained earnings	935.0		857.8
Accumulated other comprehensive loss	(1.5)		—
Total Shareholders’ Equity	2,504.9		2,423.8
Total Liabilities and Shareholders’ Equity	$	4,086.6	$	3,937.3

See notes to consolidated financial statements (unaudited).

3

SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three Months Ended March 31,
	2022		2021
Operating Activities:
Net income	$	92.1	$	54.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	83.8		73.1
Gains on sales of property and equipment—net	(60.9)		(1.9)
Proceeds from lease receipts	20.5		17.1
Deferred income taxes	29.7		7.7
Long-term incentive and share-based compensation expense	5.8		5.2
Losses on investments in equity securities—net	8.4		—
Other noncash items	(6.4)		1.4
Changes in operating assets and liabilities:
Receivables	(77.8)		(22.8)
Other assets	(52.6)		(51.8)
Payables	56.1		28.7
Claims reserves and other receivables—net	9.1		—
Other liabilities	27.8		(10.4)
Net cash provided by operating activities	135.6		101.1
Investing Activities:
Purchases of transportation equipment	(60.3)		(19.0)
Purchases of other property and equipment	(14.4)		(9.8)
Proceeds from sale of property and equipment	64.8		32.2
Proceeds from sale of off-lease inventory	5.1		4.4
Purchases of lease equipment	(21.0)		(11.3)
Proceeds from marketable securities	2.2		6.1
Purchases of marketable securities	(3.6)		(9.5)
Investments in equity securities	(4.0)		(5.0)
Acquisition of business	(3.2)		—
Net cash used in investing activities	(34.4)		(11.9)
Financing Activities:
Payments of debt and finance lease obligations	(60.4)		(0.2)
Dividends paid	(12.9)		(12.3)
Other financing activities	(0.1)		—
Net cash used in financing activities	(73.4)		(12.5)
Net increase in cash and cash equivalents	27.8		76.7
Cash and Cash Equivalents:
Beginning of period	244.8		395.5
End of period	$	272.6	$	472.2
Additional Cash Flow Information:
Noncash investing and financing activity:
Transportation and lease equipment purchases in accounts payable	$	25.2	$	22.0
Dividends declared but not yet paid	16.0		13.8
Cash paid during the period for:
Interest	4.2		4.2
Income taxes—net of refunds	16.7		1.1

See notes to consolidated financial statements (unaudited).

4

SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions, except per share data)

	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance—December 31, 2020	$	—	$	1,552.2	$	502.5	$	0.8	$	2,055.5
Net income	—		—		54.8		—		54.8
Other comprehensive loss	—		—		—		(0.7)		(0.7)
Share-based compensation expense	—		4.5		—		—		4.5
Dividends declared at $0.07 per share of Class A and Class B common shares	—		—		(12.6)		—		(12.6)
Share issuances	—		0.1		—		—		0.1
Exercise of employee stock options	—		0.7		—		—		0.7
Shares withheld for employee taxes	—		(2.4)		—		—		(2.4)
Balance—March 31, 2021	$	—	$	1,555.1	$	544.7	$	0.1	$	2,099.9
Balance—December 31, 2021	$	—	$	1,566.0	$	857.8	$	—	$	2,423.8
Net income	—		—		92.1		—		92.1
Other comprehensive loss	—		—		—		(1.5)		(1.5)
Share-based compensation expense	—		5.4		—		—		5.4
Dividends declared at $0.08 per share of Class A and Class B common shares	—		—		(14.9)		—		(14.9)
Share issuances	—		0.1		—		—		0.1
Exercise of employee stock options	—		2.3		—		—		2.3
Shares withheld for employee taxes	—		(2.4)		—		—		(2.4)
Balance—March 31, 2022	$	—	$	1,571.4	$	935.0	$	(1.5)	$	2,504.9

See notes to consolidated financial statements (unaudited).

5

SCHNEIDER NATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. GENERAL

Nature of Operations

Schneider National, Inc. 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.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation.

In the opinion of management, these statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented.

Property and Equipment

Gains and losses on property and equipment are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net in the consolidated statements of comprehensive income. For the three months ended March 31, 2022 and 2021, we recognized $60.9 million and $1.9 million of net gains on the sale of property and equipment, respectively. Net gains in 2022 were primarily related to the sale of the Company’s Canadian facility.

Accounting Standards Recently Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This standard requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, International Financial Reporting Standards guidance in International Accounting Standards 20 or guidance on contributions for not-for-profit entities in ASC 958-605), including information about the nature and significant terms and conditions of the transaction, as well as the amounts and specific financial statement line items affected by the transaction. ASU 2021-10 is effective for us beginning with our December 31, 2022 financial statements. The adoption of this standard did not have a material impact on our consolidated financial statements or disclosures.

2. ACQUISITION

We entered into a Securities Purchase Agreement, dated December 31, 2021 (“Acquisition Date”), to acquire 100% of the outstanding equity of MLS, a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business (the “Acquisition”). MLS is a premier dedicated carrier in the central U.S. that we believe complements our growing dedicated operations.

The aggregate purchase price of the Acquisition was approximately $274.5 million inclusive of certain cash and net working capital adjustments and a deferred payment of $3.2 million made in January 2022. Proceeds from the total purchase consideration were used to settle $26.9 million of MLS’s outstanding debt as of the Acquisition Date. The purchase price is subject to certain customary purchase price adjustments.

The acquisition of MLS was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the Acquisition Date. These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of

6

valuation. Fair value estimates of acquired property and equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets. Key assumptions used in the transportation equipment appraisals were based on the market approach, while key assumptions used in the land, buildings and improvements, and other property and equipment appraisals were based on a combination of the income (direct capitalization) and sales comparison approaches, as appropriate.

The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload reporting segment. The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes.

Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $1.9 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2021.

The following table summarizes the preliminary purchase price allocation for MLS, including any adjustments during the measurement period:

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
Trade accounts receivable—net of allowance	$	18.6	$	(5.9)	$	12.7
Other receivables	0.9		1.4		2.3
Prepaid expenses and other current assets	1.6		—		1.6
Net property and equipment	148.9		(2.3)		146.6
Internal use software and other noncurrent assets	—		1.7		1.7
Goodwill	122.7		4.5		127.2
Total assets acquired	292.7		(0.6)		292.1
Trade accounts payable	1.8		1.8		3.6
Accrued salaries, wages, and benefits	1.7		1.0		2.7
Claims accruals—current	7.5		—		7.5
Other current liabilities	7.2		(3.7)		3.5
Other noncurrent liabilities	—		0.3		0.3
Total liabilities assumed	18.2		(0.6)		17.6
Net assets acquired	$	274.5	$	—	$	274.5

The above adjustments made during the period were primarily related to working capital, property and equipment, and leases. No material statement of comprehensive income effects were identified with these adjustments.

During the measurement period, which is up to one year from the Acquisition Date, we may continue to adjust provisional amounts that were recognized at the Acquisition Date to reflect new information about facts and circumstances that existed as of the Acquisition Date. Amounts that are still considered provisional include working capital and intangibles. We anticipate finalizing the determination of fair value by December 31, 2022.

Combined unaudited pro forma operating revenues of the Company and MLS would have been approximately $1,280.0 million during the three months ended March 31, 2021, and our earnings for that period would not have been materially different.

7

3. LEASES

As Lessee

We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating leases and finance leases include transportation, office, yard, and warehouse equipment, in addition to truck washes. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.

Additional information related to our leases is as follows:

	Three Months Ended March 31,
(in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	8.3	$	7.8
Financing cash flows for finance leases	0.3		0.2
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	4.3	$	14.6
Finance leases	1.8		1.2

As of March 31, 2022, we had signed leases that had not yet commenced totaling $3.5 million. These leases will commence during the remainder of 2022 and have lease terms of one to seven years.

As Lessor

We finance various types of transportation-related equipment for independent third parties under lease contracts which are generally for one to three years and are accounted for as sales-type leases with fully guaranteed residual values. Our leases contain an option for the lessee to return, extend, or purchase the equipment at the end of the lease term for the guaranteed contract residual amount. This contract residual amount is estimated to approximate the fair value of the equipment. Lease payments primarily include base rentals and guaranteed residual values.

As of March 31, 2022 and December 31, 2021, investments in lease receivables were as follows:

(in millions)	March 31, 2022		December 31, 2021
Future minimum payments to be received on leases	$	194.2	$	193.9
Guaranteed residual lease values	125.4		123.3
Total minimum lease payments to be received	319.6		317.2
Unearned income	(46.7)		(46.5)
Net investment in leases	$	272.9	$	270.7

Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed. Our net investment in leases with any portion past due as of March 31, 2022 was $31.8 million, which includes both current and future lease payments.

Lease payments are generally due on a weekly basis and are classified as past due when the weekly payment is not received by its due date. As of March 31, 2022, our lease payments past due were $3.1 million.

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The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.

	Three Months Ended March 31,
(in millions)	2022		2021
Revenue	$	42.3	$	58.8
Cost of goods sold	(36.0)		(50.4)
Operating profit	$	6.3	$	8.4
Interest income on lease receivable	$	8.7	$	7.3

4. REVENUE RECOGNITION

Disaggregated Revenues

The majority of our revenues are related to transportation and have similar characteristics. Beginning in 2022, MLS revenues are included within Transportation revenues, consistent with the remainder of our Truckload segment. The following table summarizes our revenues by type of service.

	Three Months Ended March 31,
Disaggregated Revenues (in millions)	2022		2021
Transportation	$	1,499.2	$	1,118.6
Logistics Management	75.7		46.5
Other	45.6		63.5
Total operating revenues	$	1,620.5	$	1,228.6

Quantitative Disclosure

The following table provides information related to transactions and expected timing of revenue recognition for performance obligations that are fixed in nature and relate to contracts with terms greater than one year as of the date shown.

Remaining Performance Obligations (in millions)	March 31, 2022
Expected to be recognized within one year
Transportation	$	17.1
Logistics Management	11.9
Expected to be recognized after one year
Transportation	37.3
Logistics Management	4.8
Total	$	71.1

This disclosure does not include revenue related to performance obligations that are part of a contract with an original expected duration of one year or less, nor does it include expected consideration related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice (e.g., usage-based pricing terms).

The following table provides information related to contract balances associated with our contracts with customers as of the dates shown.

Contract Balances (in millions)	March 31, 2022		December 31, 2021
Other current assets—Contract assets	$	44.5	$	33.8
Other current liabilities—Contract liabilities	3.1		3.2

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We generally receive payment within 40 days of completion of performance obligations. Contract assets in the table above relate to revenue in transit at the end of the reporting period. Contract liabilities relate to amounts that customers paid in advance of the associated services.

5. FAIR VALUE

Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability. Inputs to valuation techniques used to measure fair value fall into three broad levels (Levels 1, 2, and 3) as follows:

Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities.

Level 3—Unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820.

		Fair Value
(in millions)	Level in Fair  Value Hierarchy	March 31, 2022		December 31, 2021
Equity investment in TuSimple (1)	1	$	4.3	$	12.7
Marketable securities (2)	2	48.5		49.3

(1)Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on the NASDAQ. See Note 6, Investments, for additional information.

(2)Marketable securities are classified as Level 2 in the fair value hierarchy as they are valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active. See Note 6, Investments, for additional information.

The fair value of the Company’s debt was $206.2 million and $276.7 million as of March 31, 2022 and December 31, 2021, respectively. The carrying value of the Company’s debt was $205.0 million and $265.0 million as of March 31, 2022 and December 31, 2021, respectively. The fair value of our debt was calculated using a fixed rate debt portfolio with similar terms and maturities, which is based on the borrowing rates available to us in the applicable year. This valuation used Level 2 inputs.

The recorded values of cash, trade accounts receivable, lease receivables, and trade accounts payable approximate fair values.

As part of the acquisition of MLS on December 31, 2021, certain assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Refer to Note 2, Acquisition, for further details.

6. INVESTMENTS

Marketable Securities

Our marketable securities are classified as available-for-sale and carried at fair value in current assets on the consolidated balance sheets. While our intent is to hold our securities to maturity, sudden changes in the market or our liquidity needs may cause us to sell certain securities in advance of their maturity date.

Any unrealized gains and losses, net of tax, are included as a component of accumulated other comprehensive income on the consolidated balance sheets, unless we determine that the amortized cost basis is not recoverable. If we determine that the amortized cost basis of the impaired security is not recoverable, we recognize the credit loss by increasing the allowance for those losses. We did not have an allowance for credit losses on our marketable securities as of March 31, 2022 or December 31, 2021. Cost basis is determined using the specific identification method.

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The following table presents the maturities and values of our marketable securities as of the dates shown.

	March 31, 2022					December 31, 2021
(in millions, except maturities in months)	Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. treasury and government agencies	20 to 107	$	19.9	$	18.6	$	19.9	$	19.6
Corporate debt securities	1 to 66	19.1		18.5		20.3		20.4
State and municipal bonds	10 to 120	11.6		11.4		9.1		9.3
Total marketable securities		$	50.6	$	48.5	$	49.3	$	49.3

Equity Investments without Readily Determinable Fair Values

The Company’s strategic equity investments without readily determinable fair values include PSI, a provider of telematics and fleet management tools, MLSI, a transportation technology development company, and ChemDirect, a business to business digital marketplace for the chemical industry. These investments are being accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative, and their combined values as of March 31, 2022 and December 31, 2021 were $40.2 million and $36.2 million, respectively. If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred using Level 3 inputs.

As of March 31, 2022, our cumulative upward adjustments were $26.2 million. The following table summarizes the activity related to these equity investments during the periods presented.

	Three Months Ended March 31,
(in millions)	2022		2021
Investment in equity securities	$	4.0	$	—

Equity Investments with Readily Determinable Fair Values

In 2021, the Company purchased a $5.0 million non-controlling interest in TuSimple, a global self-driving technology company. Upon completion of its initial public offering in April 2021, our investment in TuSimple was converted into Class A common shares and is now being accounted for under ASC 321, Investments - Equity Securities. In the three months ended March 31, 2022, the Company recognized a pre-tax loss of $8.4 million on its investment in TuSimple. See Note 5, Fair Value, for additional information on the fair value of our investment in TuSimple.

All of our equity investments are included in other noncurrent assets on the consolidated balance sheets with subsequent gains or losses recognized within other expense—net on the consolidated statements of comprehensive income.

7. GOODWILL

Goodwill represents the excess of the purchase price of acquisitions over the fair value of the identifiable net assets acquired. The following table shows changes to our goodwill balances by segment during the period ended March 31, 2022.

(in millions)	Truckload		Logistics		Total
Balance at December 31, 2021	$	226.3	$	14.2	$	240.5
Acquisition adjustments (see Note 2)	4.5		—		4.5
Balance at March 31, 2022	$	230.8	$	14.2	$	245.0

At March 31, 2022 and December 31, 2021, we had accumulated goodwill impairment charges of $53.2 million, which consisted of $34.6 million and $18.6 million in our Truckload segment and Other, respectively.

During the period ended March 31, 2022, we made measurement period adjustments related to the December 31, 2021 acquisition of MLS which were recorded within the Truckload segment. Refer to Note 2, Acquisition, for further details.

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8. DEBT AND CREDIT FACILITIES

As of March 31, 2022 and December 31, 2021, debt included the following:

(in millions)	March 31, 2022		December 31, 2021
Unsecured senior notes: principal maturities ranging from 2023 through 2025; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.80% and 3.61% for 2022 and 2021, respectively	$	205.0	$	265.0
Current maturities	—		(60.0)
Long-term debt	$	205.0	$	205.0

Our Credit Agreement (the “2018 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an increase in total commitment up to $150.0 million, for a total potential commitment of $400.0 million through August 2023. The agreement also provides a sublimit of $100.0 million to be used for the issuance of letters of credit. We had no outstanding borrowings under this agreement as of March 31, 2022 or December 31, 2021. Standby letters of credit under this agreement amounted to $3.9 million at March 31, 2022 and December 31, 2021 and were primarily related to the requirements of certain of our real estate leases.

We also have a Receivables Purchase Agreement (the “2021 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables at rates based on one-month LIBOR up to $150.0 million and provides for the issuance of standby letters of credit through July 2024. We had no outstanding borrowings under this facility at March 31, 2022 or December 31, 2021. At March 31, 2022 and December 31, 2021, standby letters of credit under this agreement amounted to $73.3 million and $70.3 million, respectively, and were primarily related to the requirements of certain of our insurance obligations.

9. INCOME TAXES

Our effective income tax rate was 25.4% and 24.7% for the three months ended March 31, 2022 and 2021, respectively. In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, and best estimates of nontaxable and nondeductible income and expense items.

10. COMMON EQUITY

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021, respectively.

	Three Months Ended March 31,
(in millions, except per share data)	2022		2021
Numerator:
Net income available to common shareholders	$	92.1	$	54.8
Denominator:
Weighted average common shares outstanding	177.7		177.4
Dilutive effect of share-based awards and options outstanding	0.8		0.4
Weighted average diluted common shares outstanding (1)	178.5		177.8
Basic earnings per common share	$	0.52	$	0.31
Diluted earnings per common share	0.52		0.31

(1)Weighted average diluted common shares outstanding may not sum due to rounding.

The calculation of diluted earnings per share excluded 0.6 million share-based awards and options that had an anti-dilutive effect for the three months ended March 31, 2022 and 2021.

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Subsequent Event - Dividends Declared

In April of 2022, the Board of Directors declared a quarterly cash dividend for the second fiscal quarter of 2022 in the amount of $0.08 per share to holders of our Class A and Class B common stock. The dividend is payable to shareholders of record at the close of business on June 10, 2022 and will be paid on July 11, 2022.

11. SHARE-BASED COMPENSATION

We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan (“the Plan”). These awards have historically consisted of restricted shares, restricted stock units (“RSUs”), performance-based restricted shares (“performance shares”), performance-based restricted stock units (“PSUs”), and non-qualified stock options. Performance shares and PSUs granted prior to 2021 are earned based on attainment of threshold performance of earnings and return on capital targets. Beginning with grants in 2021, in addition to achievement of earnings and return on capital targets, a multiplier is applied to performance share and PSU achievement based on relative total shareholder return (“rTSR”) against peers over the performance period.

Share-based compensation expense was $5.1 million and $4.2 million for the three months ended March 31, 2022 and 2021, respectively. We recognize share-based compensation expense over the awards’ vesting period. As of March 31, 2022, we had $35.5 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 2.4 years.

Equity-based awards granted during the first quarter of 2022 had a grant date fair value of $16.5 million and are included in the table below. No restricted or performance shares were granted during the first quarter of 2022.

2022 Grants	Number of Awards Granted	Weighted Average Grant Date Fair Value
RSUs	315,184	$	25.91
PSUs	219,713	28.43
Non-qualified stock options	287,841	7.40
Total grants	822,738

The Black-Scholes valuation model is used by the Company to determine the grant date fair value of non-qualified stock options, while the Monte-Carlo valuation model is used by the Company to determine the grant date fair value of PSUs that include a rTSR component. The Company uses its stock price on the grant date as the fair value assigned to RSUs.

12. COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting our business, we become involved in certain legal matters and investigations including liability claims, taxes other than income taxes, contract disputes, employment, and other litigation matters. We accrue for anticipated costs to resolve matters that are probable and estimable. We believe the outcomes of these matters will not have a material impact on our business or our consolidated financial statements.

We record liabilities for claims against the Company based on our best estimate of expected losses. The primary claims arising for the Company through its trucking, intermodal, and logistics operations 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 excess liability insurance with licensed insurance carriers for liability in excess of amounts we self-insure, which serves to largely offset the Company’s liability associated with these claims, with the exception of wage and benefit claims for which we self-insure. We review our accruals periodically to ensure that the aggregate amounts of our accruals are appropriate at any period after consideration of available insurance coverage. Although we expect that our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results.

At March 31, 2022, our firm commitments to purchase transportation equipment totaled $408.7 million.

In March 2022, the Company recorded a $5.2 million charge as a result of an adverse audit assessment by a state jurisdiction over the applicability of sales tax for prior periods on rolling stock equipment used within that state. The charge is included

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within operating supplies and expenses—net on the consolidated statements of comprehensive income for the three months ended March 31, 2022. The Company plans to appeal the audit assessment.

Subsequent Event

As previously disclosed, a representative of the former owners of WSL filed a lawsuit in the Delaware Court of Chancery alleging that we did not fulfill certain obligations under the purchase and sale agreement and claiming that the former owners of WSL were entitled to damages including an additional payment of $40.0 million under an earn-out arrangement. The Delaware Court of Chancery conducted a remote trial in January 2021. In September 2021, the Delaware Chancery Court transferred the proceedings to Delaware Superior Court to ensure there were no jurisdictional deficiencies prior to entry of a final ruling. On April 25, 2022, the Delaware Superior Court entered judgment in favor of the former owners of WSL, awarding $40.0 million in compensatory damages, plus prejudgment interest and the former owners’ attorneys’ fees. We estimate that prejudgment interest and attorneys’ fees will amount to approximately $19.0 million, for a total of $59.0 million in damages, interest, and fees. We are evaluating all options for appealing this judgment. The $59.0 million is included within other current liabilities in the consolidated balance sheets and other general expenses in the consolidated statements of comprehensive income as of and for the three months ended March 31, 2022, respectively.

13. SEGMENT REPORTING

We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides.

As of December 31, 2021, our operating segments within the Truckload reportable segment were VTL and Bulk. The operating results of MLS, a standalone operating segment, have been aggregated into the Truckload reportable segment as of March 31, 2022 as it shares similar economic characteristics with our other Truckload operating segments and meets the other aggregation criteria described in ASC 280. VTL delivers truckload quantities over irregular routes and customer freight with dedicated contracts using dry van and specialty trailers. Bulk transports key inputs to manufacturing processes, such as specialty chemicals, using specialty trailers. MLS provides dedicated truckload services focusing primarily on freight with consistent routes.

The CODM reviews revenues for each segment without the inclusion of fuel surcharge revenues. For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses. Income from operations at the segment level reflects the measure presented to the CODM for each segment.

Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable by segment. All transactions between reportable segments are eliminated in consolidation.

Substantially all of our revenues and assets were generated or located within the U.S.

The following tables summarize our segment information. Inter-segment revenues were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $19.5 million and $18.0 million for the three months ended March 31, 2022 and 2021, respectively.

Revenues by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	548.4	$	451.7
Intermodal	302.1		255.8
Logistics	545.7		355.9
Other	85.3		98.4
Fuel surcharge	166.0		90.2
Inter-segment eliminations	(27.0)		(23.4)
Operating revenues	$	1,620.5	$	1,228.6

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Income (Loss) from Operations by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	119.4	$	38.3
Intermodal	38.9		20.0
Logistics	41.9		15.9
Other	(65.1)		2.0
Income from operations	$	135.1	$	76.2

Depreciation and Amortization by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	57.1	$	52.6
Intermodal	13.7		11.5
Logistics	—		—
Other	13.0		9.0
Depreciation and amortization	$	83.8	$	73.1

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ITEM 2. 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 and our Annual Report on Form 10-K for the year ended December 31, 2021.

INTRODUCTION

Company Overview

We are a transportation and logistics services company providing a broad portfolio of truckload, intermodal, and logistics solutions and operating one of the largest for-hire trucking fleets in North America. 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 broad portfolio of services provides us with a greater opportunity to allocate capital within our portfolio of services in a manner designed to maximize returns across all market cycles and economic conditions. 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 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.

Our truckload services consist of freight transported and delivered by our company-employed drivers in company trucks and by owner-operators. 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.

Our intermodal service 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. Our intermodal service uses company-owned containers, chassis, and trucks with primarily company dray drivers, augmented by third-party dray capacity.

Our logistics services consist of freight brokerage (including Power Only which leverages our nationwide trailer pools to match capacity with demand), supply chain (including 3PL), warehousing, and import/export services. Our logistics business provides value-added services using both our assets and third-party capacity, augmented by our trailing assets, to manage and move our customers’ freight.

Our success depends on our ability to balance our transportation network and efficiently and effectively manage our resources in the delivery of truckload, intermodal, and logistics services to our customers. Resource requirements vary with customer demand, which may be subject to seasonal or general economic conditions. We believe that our ability to properly select freight and adapt to changes in customer transportation needs allows us to efficiently deploy resources and make capital investments in trucks, trailers, containers, and chassis or obtain qualified third-party capacity at a reasonable price.

Consistent with the transportation industry, our business is seasonal across each of our segments which generally translates to our reported revenues being the lowest in the first quarter and highest in the fourth quarter. Operating expenses tend to be higher in the winter months, primarily due to colder weather, which causes higher maintenance expense and higher fuel consumption from increased idle time.

Recent Developments

Acquisition

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. Beginning in the first quarter of 2022, MLS financial results are reported in dedicated operations as part of our Truckload segment. Refer to Note 2, Acquisition, for additional details.

Adverse Legal Judgment

On April 25, 2022, in connection with our litigation against the former owners of WSL, the Delaware Superior Court entered judgment in favor of the former owners, awarding $59.0 million in damages, interest, and attorneys’ fees. This judgment has

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been recognized in our results of operations for the three months ended March 31, 2022. Refer to Note 12, Commitments and Contingencies, for additional details.

RESULTS OF OPERATIONS

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.

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.

	Three Months Ended March 31,
(in millions, except ratios)	2022			2021
Operating revenues	$	1,620.5		$	1,228.6
Revenues (excluding fuel surcharge) (1)	1,454.5			1,138.4
Income from operations	135.1			76.2
Adjusted income from operations (2)	148.4			76.2
Operating ratio	91.7		%	93.8		%
Adjusted operating ratio (3)	89.8		%	93.3		%
Net income	$	92.1		$	54.8
Adjusted net income (4)	102.1			54.8

(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. 

(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.”

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(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)

	Three Months Ended March 31,
(in millions)	2022		2021
Operating revenues	$	1,620.5	$	1,228.6
Less: Fuel surcharge revenues	166.0		90.2
Revenues (excluding fuel surcharge)	$	1,454.5	$	1,138.4

Adjusted income from operations

	Three Months Ended March 31,
(in millions)	2022		2021
Income from operations	$	135.1	$	76.2
Litigation and audit assessments (1) (2)	64.2		—
Property gain—net (3)	(50.9)		—
Adjusted income from operations	$	148.4	$	76.2

(1)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.

(2)Includes a $59.0 million adverse judgment related to a lawsuit with former owners of WSL, inclusive of prejudgment interest and the former owners’ attorneys’ fees.

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

Adjusted operating ratio

	Three Months Ended March 31,
(in millions, except ratios)	2022			2021
Total operating expenses	$	1,485.4		$	1,152.4
Divide by: Operating revenues	1,620.5			1,228.6
Operating ratio	91.7		%	93.8		%
Total operating expenses	$	1,485.4		$	1,152.4
Adjusted for:
Fuel surcharge revenues	(166.0)			(90.2)
Litigation and audit assessments	(64.2)			—
Property gain—net	50.9			—
Adjusted total operating expenses	$	1,306.1		$	1,062.2
Operating revenues	$	1,620.5		$	1,228.6
Less: Fuel surcharge revenues	166.0			90.2
Revenues (excluding fuel surcharge)	$	1,454.5		$	1,138.4
Adjusted operating ratio	89.8		%	93.3		%

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Adjusted net income

	Three Months Ended March 31,
(in millions)	2022		2021
Net income	$	92.1	$	54.8
Litigation and audit assessments	64.2		—
Property gain—net	(50.9)		—
Income tax effect of non-GAAP adjustments (1)	(3.3)		—
Adjusted net income	$	102.1	$	54.8

(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.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Enterprise Results Summary

Enterprise net income increased $37.3 million, approximately 68%, in the first quarter of 2022 compared to the same quarter in 2021, primarily due to a $58.9 million increase in income from operations, partially offset by the corresponding increase in income taxes and a pre-tax equity investment loss of $8.4 million during three months ended March 31, 2022.

Adjusted net income increased $47.3 million, approximately 86%.

Components of Enterprise Net Income

Enterprise Revenues

Enterprise operating revenues increased $391.9 million, approximately 32%, in the first quarter of 2022 compared to the same quarter in 2021.

Factors contributing to the increase were as follows:

•a $189.8 million increase in Logistics segment revenues (excluding fuel surcharge) driven by increased revenue per order, volume growth within our brokerage business, and incremental port dray revenues;

•a $96.7 million increase in Truckload segment revenues (excluding fuel surcharge) resulting from improved revenue per truck per week and the addition of revenues (excluding fuel surcharge) from the recent acquisition of MLS, partially offset by lower network volumes due to driver capacity constraints and reduced productivity resulting from COVID-19 disruptions early in the quarter;

•a $75.8 million increase in fuel surcharge revenues resulting from an increase in fuel prices in the first quarter of 2022 compared to the same quarter in 2021 (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 44% between such periods), as well as fuel surcharge revenues from the recent acquisition of MLS; and

•a $46.3 million increase in Intermodal segment revenues (excluding fuel surcharge) due to improvement in revenue per order and an increase in orders despite continued network fluidity challenges.

Enterprise revenues (excluding fuel surcharge) increased $316.1 million, approximately 28%.

Enterprise Income from Operations and Operating Ratio

Enterprise income from operations increased $58.9 million, approximately 77%, in the first quarter of 2022 compared to the same quarter in 2021, primarily due to an increase in revenue per truck per week in Truckload, revenue per order in Intermodal, and net revenue per order in Logistics driven by strong freight market conditions, effective network and revenue management, and contracted rate renewals. A net gain on sale of $50.9 million in connection with the sale of our Canadian facility due to a change in approach to servicing Canada also contributed to the increase. Our brokerage business experienced a 24% increase in order volume driven by the leveraging of our digital platform, in addition to the continued expansion of our Power Only offering. The above factors were partially offset by a $59.0 million adverse judgment related to a lawsuit with former owners of

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WSL, an increase in driver costs resulting from additional costs incurred to attract and retain drivers and an increase in company drivers, and higher rail purchased transportation costs within Intermodal.

Adjusted income from operations increased $72.2 million, approximately 95%.

Enterprise operating ratio improved on both a GAAP and adjusted basis when compared to the first quarter of 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 $181.6 million, or 33%, quarter over quarter, primarily resulting from increased third party carrier costs attributable to higher purchased transportation costs per order and volume growth within Logistics, as well as higher rail purchased transportation driven by an increase in rail cost per mile within Intermodal.

•Salaries, wages, and benefits increased $70.4 million, or 26%, quarter over quarter, primarily due to higher Truckload driver pay resulting from pay increases and actions to address driver capacity constraints and an increase in company drivers. The recent acquisition of MLS, an increase in headcount across the organization, and incremental healthcare costs added to the remaining increase quarter over quarter.

•Fuel and fuel taxes for company trucks increased $46.4 million, or 73%, quarter over quarter, driven primarily by additional fuel expense recorded related to the recent acquisition of MLS and an increase in cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.

•Depreciation and amortization increased $10.7 million, or 15%, quarter over quarter, primarily due to the recent acquisition of MLS which contributed approximately half of the increase. The remaining increase was mainly due to additional depreciation expense incurred as a result of container and truck growth within Intermodal and Truckload, respectively.

•Operating supplies and expenses—net decreased $46.6 million, or 34%, quarter over quarter, largely due to an increase in gains on sales of property and equipment primarily relating to the sale of the Company’s Canadian facility in the first quarter of 2022. Lower cost of goods sold in our leasing business due to a reduction in lease activity also contributed to the decrease in operating supplies and expenses—net quarter over quarter. These factors were partially offset by an increase in equipment rental expense due to port congestion and higher customer dwell time, a $5.2 million increase in expense related to an adverse audit assessment over the applicability of state sales tax, higher maintenance costs due to the recent MLS acquisition and inflationary cost pressures, and additional rail storage expenses caused by network fluidity challenges and increased container count.

•Other general expenses increased $68.5 million, or 233%, quarter over quarter, primarily due to a $59.0 million adverse judgment related to a lawsuit with former owners of WSL and higher driver onboarding costs resulting from increased costs to attract and retain drivers due to constrained industry-wide capacity levels and the hiring of additional company drivers in 2022.

Total Other Expenses

Total other expense increased $8.2 million, approximately 241%, in the first quarter of 2022 compared to the same quarter in 2021. This change was driven by an $8.4 million pre-tax loss on our equity investments in the first quarter of 2022. See Note 6, Investments, for more information on our equity investments.

Income Tax Expense

Our provision for income taxes increased $13.4 million, approximately 74%, in the first quarter of 2022 compared to the same quarter in 2021 primarily due to higher taxable income. The effective income tax rate was 25.4% for the three months ended March 31, 2022 compared to 24.7% for the same quarter last year. Our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.

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Revenues and Income (Loss) from Operations by Segment

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

	Three Months Ended March 31,
Revenues by Segment (in millions)	2022		2021
Truckload	$	548.4	$	451.7
Intermodal	302.1		255.8
Logistics	545.7		355.9
Other	85.3		98.4
Fuel surcharge	166.0		90.2
Inter-segment eliminations	(27.0)		(23.4)
Operating revenues	$	1,620.5	$	1,228.6

	Three Months Ended March 31,
Income (Loss) from Operations by Segment (in millions)	2022		2021
Truckload	$	119.4	$	38.3
Intermodal	38.9		20.0
Logistics	41.9		15.9
Other	(65.1)		2.0
Income from operations	135.1		76.2
Adjustments:
Litigation and audit assessments	64.2		—
Property gain—net	(50.9)		—
Adjusted income from operations	$	148.4	$	76.2

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

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 shipments.

Beginning in 2022, MLS impacts are included within dedicated operations below.

	Three Months Ended March 31,
	2022			2021
Dedicated
Revenues (excluding fuel surcharge) (1)	$	280.1		$	184.8
Average trucks (2) (3)	5,720			4,143
Revenue per truck per week (4)	$	3,861		$	3,506
Network
Revenues (excluding fuel surcharge) (1)	$	266.7		$	264.9
Average trucks (2) (3)	4,582			5,396
Revenue per truck per week (4)	$	4,591		$	3,859
Total Truckload
Revenues (excluding fuel surcharge) (5)	$	548.4		$	451.7
Average trucks (2) (3)	10,302			9,539
Revenue per truck per week (4)	$	4,186		$	3,706
Average company trucks (3)	8,224			7,067
Average owner-operator trucks (3)	2,078			2,472
Trailers (6)	40,480			36,823
Operating ratio (7)	78.2		%	91.5		%

(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.

(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 $96.7 million, approximately 21%, in the first quarter of 2022 compared to the same quarter in 2021. The increase was primarily the result of a favorable change in price and a 5% increase in volume inclusive of the MLS acquisition. Strong pricing conditions and continued network management success drove a $480, or 13%, increase in revenue per truck per week over the same period in 2021, which was partially offset by lower productivity largely resulting from COVID-19 related disruptions early in the quarter. While volume grew within dedicated with the acquisition of MLS and new business startups, network volumes decreased mainly due to continued driver capacity constraints.

Truckload income from operations increased $81.1 million, approximately 212%, in the first quarter of 2022 compared to the same quarter in 2021. Factors contributing to the increase in income from operations include a $50.9 million net gain related to the sale of the Company’s Canadian facility, favorable pricing conditions and network management, and the acquisition of MLS. These items were partially offset by reduced volumes within network and an increase in driver-related costs resulting largely from pay increases and actions taken to attract and retain drivers due to constrained industry-wide capacity levels.

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Intermodal

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

	Three Months Ended March 31,
	2022			2021
Orders (1)	110,227			108,785
Containers	27,423			21,795
Trucks (2)	1,596			1,628
Revenue per order (3)	$	2,679		$	2,300
Operating ratio (4)	87.1		%	92.2		%

(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 $46.3 million, approximately 18%, in the first quarter of 2022 compared to the same quarter in 2021, primarily due to a $379, or 16%, improvement in revenue per order and a 1% increase in orders. Intermodal also grew its container count by 5,628, or 26%, quarter over quarter, which helped drive the increase in order count despite fluidity challenges. Strong market conditions favorably impacted revenue per order and allowed for improvements in price, which were partially offset by growth in the East, which has a shorter length of haul and therefore, typically lower revenue per order.

Intermodal income from operations increased $18.9 million, approximately 95%, in the first quarter of 2022 compared to the same quarter in 2021. This increase was mainly due to the factors impacting revenue discussed above, partially offset by higher rail-related and dray execution costs.

Logistics

The following table presents the KPI for our Logistics segment for the periods indicated.

	Three Months Ended March 31,
	2022		2021
Operating ratio (1)	92.3	%	95.5	%

(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.

Logistics revenues (excluding fuel surcharge) increased $189.8 million, approximately 53%, in the first quarter of 2022 compared to the same quarter in 2021, due to an increase in revenue per order resulting from the impacts of upward rate pressures, as well as elevated fuel prices. Also contributing to the increase in Logistics revenues was a 24% increase in volume within our brokerage business, due to both further leveraging our digital platform and continued expansion of our Power Only offering, in addition to incremental port dray revenues.

Logistics income from operations increased $26.0 million, approximately 164%, in the first quarter of 2022 compared to the same quarter in 2021. Expanded net revenue per order within our brokerage business, in addition to volume growth cited above, both contributed to the increase in income from operations quarter over quarter.

Other

Included in Other was a loss from operations of $65.1 million in the first quarter of 2022 compared to income of $2.0 million in the same quarter in 2021. This change was primarily the result of a $59.0 million adverse judgment related to a lawsuit with former owners of WSL and $5.2 million of expense related to an adverse audit assessment over the applicability of state sales tax.

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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 available capacity as of March 31, 2022 was $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)	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	272.6	$	244.8
Marketable securities	48.5		49.3
Total cash, cash equivalents, and marketable securities	$	321.1	$	294.1
Debt:
Senior notes	$	205.0	$	265.0
Finance leases	6.7		5.3
Total debt	$	211.7	$	270.3

Debt

At March 31, 2022, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes. See Note 8, Debt and Credit Facilities, for information about our 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. 

	Three Months Ended March 31,
(in millions)	2022		2021
Net cash provided by operating activities	$	135.6	$	101.1
Net cash used in investing activities	(34.4)		(11.9)
Net cash used in financing activities	(73.4)		(12.5)

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Operating Activities

Net cash provided by operating activities increased $34.5 million, approximately 34%, in the first three months of 2022 compared to the same period in 2021. The increase was a result of an increase in net income adjusted for various noncash charges and a decrease in cash used for working capital. Working capital changes were driven by an increase in other liabilities, primarily the result of a $59.0 million adverse judgment related to a lawsuit with former owners of WSL, partially offset by an increase in trade accounts receivable, which increased proportionately to revenue growth.

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Investing Activities

Net cash used in investing activities increased $22.5 million, approximately 189%, in the first three months of 2022 compared to the same period in 2021. The increase in cash used was primarily driven by an increase in net capital expenditures and purchases of lease equipment.

Capital Expenditures

The following table sets forth our net capital expenditures for the periods indicated.

	Three Months Ended March 31,
(in millions)	2022		2021
Purchases of transportation equipment	$	60.3	$	19.0
Purchases of other property and equipment	14.4		9.8
Proceeds from sale of property and equipment	(64.8)		(32.2)
Net capital expenditures	$	9.9	$	(3.4)

Net capital expenditures increased $13.3 million in the first three months of 2022 compared to the same period in 2021. The increase was driven by a $41.3 million increase in purchases of transportation equipment mainly due to growth capital and higher costs of new equipment, partially offset by a $32.6 million increase in proceeds from the sale of property and equipment primarily related to the sale of our Canadian facility in the first quarter of 2022.

Financing Activities

Net cash used in financing activities increased $60.9 million, approximately 487%, in the first three months of 2022 compared to the same period in 2021. The main driver of the increase in net cash used was the $60.0 million repayment of a private placement note in March 2022.

Other Considerations that Could Affect Our Results, Liquidity, or 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 IPO 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—net on the consolidated statements of comprehensive income. In the three months ended March 31, 2022, the Company recognized a pre-tax loss of $8.4 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.

Factors that Could Result in a Goodwill Impairment

Goodwill is tested for impairment at least annually using the discounted cash flow and guideline public company methods in calculating the fair values of our reporting units. Key inputs used in the discounted cash flow approach include growth rates for sales and operating profit, perpetuity growth assumptions, and discount rates. As interest rates rise, the calculated fair values of our reporting units will decrease, which could impact the results of our goodwill impairment tests.

We will perform our annual evaluation of goodwill for impairment as of October 31, 2022, with such analysis expected to be finalized during the fourth quarter. As part of our annual process of updating our goodwill impairment evaluation, we will assess the impact of current operating results and our resulting management actions to determine whether they have an impact on the long-term valuation of reporting units and the related recoverability of our goodwill.

Off-Balance Sheet Arrangements

As of March 31, 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.

25

Contractual Obligations

See the disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2021 for our contractual obligations as of December 31, 2021. There were no material changes to our contractual obligations during the three months ended March 31, 2022.

CRITICAL ACCOUNTING ESTIMATES

We have reviewed our critical accounting policies and considered whether new critical accounting estimates or other significant changes to our accounting policies require additional disclosures. We have found that the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2021 are still current and that there have been no significant changes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks have not changed significantly from the market risks discussed in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on February 18, 2022.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to various lawsuits in the ordinary course of its business. For information relating to legal proceedings, see Note 12, Commitments and Contingencies, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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 March 31, 2022. 

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
January 1, 2022 - January 31, 2022	1,762	$	26.80	—	$	—
February 1, 2022 - February 28, 2022	—	—		—	—
March 1, 2022 - March 31, 2022	90,359	25.65		—	—
Total	92,121			—	$	—

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

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

Limitation Upon Payment of Dividends

The 2018 Credit Facility includes covenants limiting our ability to pay dividends or make distributions on our capital stock if a default exists under the 2018 Credit Facility or would be caused by giving effect to such dividend.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description
10.1*+	Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2022)
10.2*+	Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2022)
10.3*+	Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2022)
10.4*+	Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (2022)
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL

*    Filed herewith.

** Furnished herewith.

+ Constitutes a management contract or compensatory plan or arrangement.

28

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Schneider National, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SCHNEIDER NATIONAL, INC.
Date:	April 29, 2022	/s/ Stephen L. Bruffett
		Stephen L. Bruffett
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

29

EX-10.1

SCHNEIDER NATIONAL, INC.
RESTRICTED STOCK UNIT
EXECUTIVE AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February 15, 2022 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

WHEREAS, the Company has adopted the Schneider National, Inc. 2017 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), pursuant to which Restricted Stock Units (“RSUs”) may be granted; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the RSUs provided for herein to the Participant, subject to the terms set forth herein.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1.Grant of Restricted Stock Units.

(a)Grant. The Company hereby grants to the Participant a total of [______] RSUs, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Each RSU represents the right to receive one Share. The RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.

(b)Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. Without limiting the foregoing, the Participant acknowledges that the RSUs and any Shares acquired upon settlement of the RSUs are subject to provisions of the Plan under which, in certain circumstances, an adjustmentmay be made to the number of the RSUs, and any Shares acquired upon settlement of the RSUs.

2.Vesting; Settlement.

(a)Vesting. The RSUs shall become vested in 25% cumulative installments on each of the first four anniversaries of February 15, 2022 (each, a “Vesting Date”); provided that the Participant remains continuously employed in active service by the Company or one of its Affiliates from the Date of Grant through such Vesting Date.

(b)Settlement. Except as otherwise provided herein, each vested RSU shall be settled within 60 days following the applicable Vesting Date. The RSUs may be settled in

Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Valueof a Share as of the applicable Vesting Date, or in a combination of cash and Shares, as determined by the Committee.

3.Dividend Equivalents. Each RSU shall be credited with Dividend Equivalents, which shall be withheld by the Company for the Participant’s account. Dividend Equivalents credited to the Participant’s account and attributable to a RSU shall be distributed (without interest) to the Participant at the same time as the underlying Share is delivered (or equivalent cash payment made) upon settlement of such RSU and, if such RSU is forfeited, the Participant shall have no right to such Dividend Equivalents. Any adjustments for Dividend Equivalents shall be in the sole discretion of the Committee and may be payable (x) in cash, (y) in Shares with a Fair Market Value as of the applicable Vesting Date equal to the Dividend Equivalents, or (z) in an adjustment to the underlying number of Shares subject to the RSUs.

4.Tax Withholding. Vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Company, (a) tax withholding shall be accomplished by withholding Shares subject to the RSUs or cash otherwise payable in settlement of the RSUs with a value up to the amount of any required withholding taxes and (b) tax withholding shall in no event exceed the applicable maximum statutory rate. The Company shall have the right and is hereby authorized to withhold from any amounts payable to the Participant in connection with the RSUs or otherwise the amount of any required withholding taxes in respect of the RSUs, its settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee or the Company deems necessary to satisfy all obligations for the payment of such withholding taxes.

2

5.Termination of Employment.

(a)Termination of Employment due to Death or Disability. If, on or prior to an applicable Vesting Date, (1) the Participant becomes Disabled or (2) the Participant’s employment with the Company and its Affiliates is terminated due to the Participant’s death, then the RSUs, to the extent unvested, shall become fully vested as of the date of such event. Such vested RSUs shall be settled within 60 days following such date, in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Valueof a Share as of such date, or in a combination of cash and Shares, as determined by the Committee. For the avoidance of doubt, this Section 5(a) shall not apply to any death or Disability of the Participant occurring after the date of termination of the Participant’s employment for any reason (including Retirement).

(b)Termination of Employment due to Retirement. If, on or prior to an applicable Vesting Date, the Participant’s employment with the Company and its Affiliates is terminated by the Participant due to Retirement, then the RSUs shall continue to vest and be settled in accordance with the schedule set forth in Section 2, as if the Participant had remained continuously employed in active service by the Company or one of its Affiliates through the applicable Vesting Date.

For the avoidance of doubt, a Participant must satisfy all requirements specified under the Plan to become eligible for Retirement, including and without limitation, the requirement that the Participant continue in active employment through the end of the year in which this Award was granted. In the event the Participant does not continue in active employment through the end of the year in which this Award was granted due to the Participant’s voluntary termination of employment then the unvested RSUs shall be cancelled immediately, and the Participant shall not be entitled to receive any consideration with respect thereto.

(c)Other Termination of Employment. If, prior to the final Vesting Date, the Participant’s employment with the Company and its Affiliates terminates for any reason other than as set forth in Sections 5(a) or 5(b) above (including any termination of employment by the Participant for any reason other than Retirement, or by the Company with or without Cause), then all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto. When a Participant’s employment with the Company is terminated for any reason other than due to Death, Disability, or Retirement as defined by the Plan: (i) Participant’s access to the Company’s online equity portal will be revoked on the 90th day following the date of the Participant’s employment termination date; and (ii) within 90 days of Participant’s employment termination date, the Participant shall be solely responsible for arranging for the transfer of all of Participant’s vested RSUs to Participant’s own personal brokerage account.

6.Change of Control.

(a)In the event of a Change of Control in which no provision is made for assumption or substitution of the RSUs granted hereby in the manner contemplated by Section 8(a) of the Plan, the RSUs, to the extent then unvested, shall automatically be deemed vested as of immediately prior to such Change of Control, and the RSUs shall be settled within 60 days following such Change of Control (or, to the extent the RSUs are deferred compensation subject to Section 409A of the Code, within 60 days following a later payment event permissible under Section 409A of the Code), in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Valueof a Share (as of a date specified by the Committee), or in a combination of cash and Shares, as determined by the Committee.

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(b)If a Change of Control occurs in which the acquirer assumes or substitutes the RSUs granted hereby in the manner contemplated by Section 8(b) of the Plan, and within the 24-month period following such Change of Control, the Participant’s employment with the Company and its Affiliates is terminated by the Company or one of its Affiliates without Cause (other than due to death or Disability), or by the Participant for Good Reason (defined below), then the RSUs, to the extent unvested, shall become fully vested as of the date of termination of employment, and promptly settled upon vesting, in a manner consistent with Section 2(b)(or, to the extent the RSUs are deferred compensation subject to Section 409A of the Code, within 60 days following a later payment event permissible under Section 409A of the Code).

(c)For purposes of this Agreement only, “Good Reason” means (i) a material decrease in the Participant’s total annual compensation opportunity (calculated as the sum of such Participant’s annual base salary plus target annual bonus) or (ii) a relocation of the principal place of the Participant’s work location to a location that increases the Participant’s one-way commute by at least 50 miles. Notwithstanding anything herein to the contrary, Good Reason shall not occur unless and until (A) the Participant delivers written notice delivered to the General Counsel of the Company within 60 days following the initial existence of the circumstances giving rise to Good Reason, (B) 30 days have elapsed from the date the Company receives such notice from the Participant without the Company curing or causing to be cured the circumstances giving rise to Good Reason, and (C) the Participant’s effective date of resignation is no later than 10 days following the Company’s failure to cure.

7.Restrictive Covenants.

(a)Restrictive Covenant Agreements. During the term of the Participant’s employment with the Company and thereafter according to their respective provisions, the Participant hereby agrees that he or she shall be bound by, and shall comply with, (i) the Key Employee Non-Compete and No-Solicitation Agreement, (ii) the Confidentiality Agreement, each in the form provided by the Company ((i) and (ii) collectively, the “Restrictive Covenant Agreements”), and (iii) all other agreements the Participant has executed during the course of employment with the Company and its Affiliates as in effect from time to time.

(b)Forfeiture; Other Relief. In the event of a breach by the Participant of any Restrictive Covenant Agreement, then in addition to any other remedy which may be available at law or in equity, the RSUs shall be automatically forfeited effective as of the date on which such violation first occurs, and, in the event that the Participant has received settlement of RSUs within the three (3) year period immediately preceding such breach, the Participant will forfeit any Shares or cash payment received upon settlement thereof without consideration and be required to forfeit any compensation, gain or other value realized thereafter on the sale or other transfer of such Shares, and must promptly repay such amounts to the Company. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such Restrictive Covenant Agreement to the full extent of law and equity. The Participant acknowledges and agrees that irreparable injury will result to the Company and its goodwill if the Participant breaches any of the terms of the Restrictive Covenant Agreements, the exact amount of which will be difficult or impossible to ascertain, and that remedies at law would be an inadequate remedy for any breach. Accordingly, the Participant hereby agrees that, in the event of a breach of any of the terms of the Restrictive Covenant Agreements, in addition to any other remedy that may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

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(c)Severability; Blue Pencil. The invalidity or nonenforceability of any provision of this Section 7 or any of the terms of the Restrictive Covenant Agreements in any respect shall not affect the validity or enforceability of the other provisions of this Section 7 or any of the terms of the Restrictive Covenant Agreements in any other respect, or of any other provision of this Agreement. In the event that any provision of this Section 7 or any of the terms of the Restrictive Covenant Agreements shall be held invalid, illegal or unenforceable (whether in whole or in part) by a court of competent jurisdiction, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions (and part of such provision, as the case may be) shall not be affected thereby; provided, however, that if any provision of the Restrictive Covenant Agreements is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

8.Rights as a Shareholder. The Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares underlying the RSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the Shares underlying the vested RSUs and (ii) the Participant’s name shall have been entered as a shareholder of record with respect to such Shares on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.

9.Compliance with Legal Requirements. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable Federal, provincial, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee shall have the right to impose such restrictions on the RSUs as it deems reasonably necessary or advisable under applicable Federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are then listed or traded, and/or any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of Federal and state securities law in exercising his or her rights under this Agreement.

10.Clawback. The RSUs and/or the Shares acquired upon settlement of the RSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement) to the extent required or permitted by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act); provided that such requirement is in effect at the relevant time, and/or the rules and regulations of any applicable securities exchange or inter-dealer quotation system on which the Shares may be listed or quoted, or if so required pursuant to a written policy adopted by the Company.

11.Miscellaneous.

(a)Transferability. The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under the Plan. Any attempted Transfer of the RSUs contrary to the

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provisions hereof, and the levy of any execution, attachment or similar process upon the RSUs, shall be null and void and without effect.

(b)Amendment. The Committee at any time, and from time to time, may amend the terms of this Agreement; provided, however, that the rights of the Participant shall not be materially adversely affected without the Participant’s written consent.

(c)Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(d)Deferrals.

(i)Deferral Elections. The following rules shall apply to any deferral elections made by the Participant:

(A)The Participant may elect to defer all or any portion of the Shares or cash he would otherwise receive pursuant to Section 2 or 3 of this Agreement by completing and submitting a deferral election form (in a form provided by the Company) no later than December 31, 2021 or such other time determined by the Company.

(B)Deferral elections shall continue in effect until a written election to revoke or change such deferral election is received by the Company, except that a written election to revoke or change such deferral election must be made no later than December 31, 2021 or such other time determined by the Company.

(ii)Distributions Pursuant to Deferral Elections. Any Shares or cash deferred under this Agreement shall be distributed in a single lump-sum distribution on the last business day of the month following the month in which the earliest of the following events occurs (or as soon as administratively practicable thereafter): (A) the Participant’s “separation from service” (within the meaning of Section 409A of the Code); (B) a fixed date specified by the Participant at the time the Participant makes a deferral election, (which date may not be prior to the fifth (5th) anniversary of the Payment Date, unless the Company determines otherwise in accordance with Section 409A of the Code); (C) the Participant’s Disability (as provided in Section 11(d)(iii) below); or (D) the Participant’s death. Share deferrals shall be paid in Shares and cash deferrals shall be paid in cash.

(iii)Disability. At the time that a Participant elects to defer the receipt of Shares or cash pursuant to Section 11(d)(i) above, the Participant shall make an election with respect to the treatment of the deferred Shares or cash in the event of his or her Disability. The Participant may elect (x) to receive distribution of the deferred Shares or cash in the event of his Disability, or (y) notwithstanding his or her Disability, to receive distribution of the deferred Shares or cash upon the occurrence of an event set forth in clauses (A), (B) or (D) in Section 11(d)(ii) above. For purposes of this Section 11(d), “Disability” shall have the meaning set forth in the Plan; however, to the extent a “Disability” event does not also constitute a “Disability” as defined in Section 409A, such Disability event shall not constitute a Disability for purposes of this Section 11(d).

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(iv)Unforeseeable Emergency. The Committee may, in its sole and absolute discretion and subject to the requirements and restrictions under Section 409A of the Code, make a partial or total distribution of the Shares or cash deferred by a Participant upon the Participant’s request and a demonstration by the Participant of an “unforeseeable emergency” (as defined in Section 409A of the Code).

(v)Terms and Conditions of Deferrals. The deferrals made pursuant to this Section 11(d) shall be subject to such other terms and conditions determined by the Committee and set forth in a deferral election form and related documents.

(e)Section 409A. The RSUs are intended to be exempt from, or compliant with, Section 409A of the Code and shall be interpreted accordingly. Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee may, in its sole reasonable discretion and with the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code, and (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the Code. This Section 11(e) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs or the Shares underlying the RSUs will not be subject to interest and penalties under Section 409A of the Code. Notwithstanding anything to the contrary in the Plan or this Agreement, to the extent that the Participant is a “specified employee” (within the meaning of the Committee’s established methodology for determining “specified employees” for purposes of Section 409A of the Code), payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A of the Code and that are required to be delayed due to the Participant’s status as a “specified employee” will be made as soon as practicable following the first business day of the seventh month following the Participant’s “separation from service” (within the meaning of Section 409A of the Code) from the Company and its Affiliates, or, if earlier, the date of the Participant’s death.

(f)General Assets. All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

(g)Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by nationally recognized overnight courier, or by first-class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addresser:

(i)if to the Company, to:

Schneider National, Inc.
3101 Packerland Drive

Green Bay, WI 54313
Facsimile: (920) 403-8445
Attention: General Counsel

(ii)if to the Participant, to the Participant’s home address on file with the Company.

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All such notices, requests, consents and other communications shall be deemed to have been delivered in the case of personal delivery or delivery by telecopy, on the date of such delivery, in the case of nationally recognized overnight courier, on the next business day, and in the case of mailing, on the third business day following such mailing if sent by certified mail, return receipt requested.

(h)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(i)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(j)Fractional Shares. In lieu of issuing a fraction of a Share resulting from an adjustment of the RSUs pursuant to Section 4(b) of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount equal to the Fair Market Value of such fractional share.

(k)Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is ineffective, or if the beneficiary dies before the balance of a Participant’s benefit is paid, the balance shall be paid to the Participant’s estate. Notwithstanding the foregoing, however, a Participant’s beneficiary shall be determined under applicable state law if such state law does not recognize beneficiary designations under Awards of this type and is not preempted by laws which recognize the provisions of this Section 11(k).

(l)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(m)Entire Agreement. This Agreement, the Plan and the Restrictive Covenant Agreements contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto.

(n)Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Wisconsin without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Wisconsin.

(o)Consent to Jurisdiction; Waiver of Jury Trial. The Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court for the Eastern District of Wisconsin, or if that court is unable to exercise jurisdiction for any reason, the Circuit Court of the State of Wisconsin, Brown County, and each waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process and waives any objection to jurisdiction based on improper venue or improper jurisdiction.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY, IN ANY ACTION,

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PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PLAN OR THIS AGREEMENT.

(p)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(q)Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature Page to Follow]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first written above.

SCHNEIDER NATIONAL, INC.

____________________________________

[Participant Name]

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\

EX-10.2

SCHNEIDER NATIONAL, INC.
PERFORMANCE-BASED RESTRICTED STOCK UNIT
EXECUTIVE AWARD AGREEMENT

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February 15, 2022 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

WHEREAS, the Company has adopted the Schneider National, Inc. 2017 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), pursuant to which performance-based restricted stock units (“PSUs”) may be granted; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the PSUs provided for herein to the Participant, subject to the terms set forth herein.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1.Grant of Performance-Based Restricted Stock Units.

(a)Grant. The Company hereby grants to the Participant a total of [______] target PSUs, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The number of PSUs actually earned at the end of the Performance Period (defined below), if any, shall be based on the attainment of specified levels of the performance measures set forth on Exhibit A (the “Performance Metrics & Calculations”), and may range between 0% to 250% of the number of target PSUs. Each PSU represents the right to receive one Class B share of the Company’s common stock, no par value per share (“Share”), subject to the transfer restrictions, forfeiture provisions and other terms and conditions specified herein. The PSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.

(b)Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. Without limiting the foregoing, the Participant acknowledges that the PSUs and any Shares acquired upon settlement of the PSUs are subject to provisions of the Plan under which, in certain circumstances, an adjustmentmay be made to the number of the PSUs and any Shares acquired upon settlement of the PSUs.

2.Earned PSUs, Vesting and Settlement.

(a)Earned PSUs. The PSUs are subject to both performance-based and service-based requirements. The number of earned PSUs (i.e. that number of PSUs which correspond to the level of performance attainment which the Committee has determined was achieved during any applicable period ) shall be determined solely by the Committee, in its absolute discretion, based on the attainment by the Company or its Affiliates of the targeted levels of performance set forth in Exhibit A, during the period beginning on January 1, 2022 and ending on December 31, 2024 (the “Performance Period”) as determined by the Committee. The number of earned PSUs may range between 0% and 250% of the number of target PSUs granted hereunder (with 100% corresponding to target performance achievement). PSUs shall also be subject to, and earned only if, the Participant remains continuously employed in active service by the Company or one of its Affiliates from the Date of Grant through the final date of the performance period.

(b)Performance Measures. For purposes of determining the number of earned PSUs under this Agreement, the performance measures which the Committee shall assess and evaluate for determining the number of PSUs which have been earned by the Participant shall consist of: (i) a simple average of the Company’s annual return on invested capital (as defined on Exhibit A) (“ROC”) over the Performance Period, (ii) the cumulative compound annual growth rate of the Company’s earnings before taxes as defined on Exhibit A (“EBT CAGR”) over the Performance Period, and (iii) the Company’s relative total shareholder return (“rTSR”; collectively, the “Performance Measures”), in each case as derived from the consolidated financial statements (as applicable) of the Company for each calendar year in the Performance Period.

(c)Committee Determination, Vesting and Settlement. As soon as administratively practicable after the end of the Performance Period, the Committee shall solely and exclusively make all determinations with regard to: (a) the calculation of ROC, EBT CAGR, and rTSR performance (pursuant to Exhibit A) during the Performance Period (b) the corresponding level of performance achievement by the Company associated with such calculations; and (c) the number of PSUs which the participant is entitled to receive under this Agreement (“Certification”). For the avoidance of doubt, the Committee’s determinations regarding the Performance Measures or the Company’s level of achievement during the Performance Period or any portion of the Performance Period, shall be final and non-appealable. Subject to Sections 11(d) and 11(e), as soon as administratively practicable after Certification (or an earlier date in accordance with Section 5(a) or Section 6), but in any event during the first 60 days of 2024 (or within the first 60 days of the calendar year following the calendar year in which an event described in Section 5(a) or Section 6, as applicable, occurs, to the extent resulting in earlier vesting/settlement of the PSUs), each vested and earned PSU shall be settled. The PSUs may be settled in Shares, in cash in an amount equal to the number of vested PSUs multiplied by the Fair Market Valueof a Share as of the Vesting Date, or in a combination of cash and Shares, as determined by the Committee. The Company shall deliver to the Participant notification of the number of PSUs which have been earned by the Participant and which the Committee may determine to be fully vested under this Agreement (“Vested PSUs”), net of any PSU amounts which are liquidated to cover any required tax withholding.

(d)Cancellation/Forfeiture. All unearned PSUs shall be cancelled and forfeited, and the Participant shall not be entitled to receive any consideration with respect to any unearned PSUs. Further, except as otherwise provided in Section 5, if the Participant’s employment terminates prior to the final date of the Performance Period, then all unvested PSUs shall be cancelled and forfeited immediately as of the date of such termination of employment, and the Participant shall not be entitled to receive any consideration with respect to any unearned PSUs.

3.Dividend Equivalents. Each PSU shall be credited with Dividend Equivalents, which shall be withheld by the Company for the Participant’s account. Dividend Equivalents credited to the Participant’s account and attributable to a PSU shall be distributed (without interest) to the

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Participant at the same time as the underlying Share is delivered (or equivalent cash payment made) upon settlement of such PSU and, if such PSU is forfeited, the Participant shall have no right to such Dividend Equivalents. Any adjustments for Dividend Equivalents shall be in the sole discretion of the Committee and may be payable (x) in cash, (y) in Shares with a Fair Market Value as of the Vesting Date equal to the Dividend Equivalents, or (z) in an adjustment to the underlying number of Shares subject to the PSUs.

4.Tax Withholding. Vesting and settlement of the PSUs shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Company, (a) tax withholding shall be accomplished by withholding Shares subject to the PSUs with a value up to the amount of any required withholding taxes and (b) tax withholding shall in no event exceed the applicable maximum statutory rate. The Company shall have the right and is hereby authorized to withhold from any amounts payable to the Participant in connection with the PSUs or otherwise the amount of any required withholding taxes in respect of the PSUs, the vesting and settlement or any payment or transfer of the PSUs or under the Plan, and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes.

5.Termination of Employment.

(a)Termination of Employment due to Death or Disability. If, during the first calendar year of the Performance Period, the Participant’s employment with the Company or its Affiliates is terminated (1) due to the Participant’s Disability, or (2) due to the Participant’s death, then 100% of the PSUs shall be deemed earned by the Participant (which corresponds to target level of achievement) and vested as of the date of termination of the Participant’s employment and shall be vested and settled in accordance with Section 2(c). If, on or prior to the final date of the Performance Period but after the first calendar year of the Performance Period, the Participant’s employment with the Company and its Affiliates is terminated (1) by the Company or any of its Affiliates due to the Participant’s Disability, or (2) due to the Participant’s death, then the Committee, in its sole discretion, shall determine a number of PSUs, if any, that shall be deemed earned and vested as of the date of termination of employment based on actual performance, in accordance with Section 2 for the completed calendar years prior to the year in which such termination of employment occurs, and the earned PSUs shall be settled in accordance with Section 2(c). For the avoidance of doubt, this Section 5(a) shall not apply to any death or Disability of the Participant occurring after the date of termination of the Participant’s employment for any reason (including Retirement).

(b)Termination of Employment due to Retirement. If, on or prior to the final date of the Performance Period, the Participant’s employment with the Company or its Affiliates is terminated by the Participant due to Retirement, then a prorated number of PSUs shall remain eligible to be earned, vested and settled in accordance with Section 2, as if the Participant had remained continuously employed in active service by the Company or one of its Affiliates through the final date of the Performance Period. Such prorated number of PSUs shall be calculated by multiplying (x) the number of PSUs which would have been earned by the Participant had the Participant not retired prior to the end of the Performance Period, as determined by the Committee following the end of the Performance Period (or in connection with a Change of Control under Section 6), by (y) a fraction, the numerator of which is the number of completed and partial months in the Performance Period through the effective date of the Participant’s Retirement, and the denominator of which is 36.

For the avoidance of doubt, a Participant must satisfy all requirements specified under the Plan to become eligible for Retirement, including and without limitation, the requirement that the Participant continue in active employment through the end of the year in which this award was

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granted. In the event the Participant does not continue in active employment through the end of the year in which this award was granted due to the Participant’s voluntary termination of employment then all PSUs granted under this Agreement shall be cancelled and forfeited immediately and the Participant shall not be entitled to receive any consideration with respect to any such cancelled and forfeited PSUs.

(c)Other Termination of Employment. If, prior to the final date of the Performance Period, the Participant’s employment with the Company or its Affiliates terminates for any reason other than as set forth in Sections 5(a) or 5(b) above (including any termination of employment by the Participant for any reason other than Retirement, or by the Company with or without Cause), then all unvested PSUs shall be cancelled and forfeited immediately and the Participant shall not be entitled to receive any consideration with respect to any such cancelled and forfeited PSUs. When a Participant’s employment with the Company is terminated for any reason other than due to Death, Disability, or Retirement as defined by the Plan: (i) Participant’s access to the Company’s online equity portal will be revoked on the 90th day following the date of the Participant’s employment termination date; and (ii) within 90 days of Participant’s employment termination date, the Participant shall be solely responsible for arranging for the transfer of all of Participant’s Vested PSUs to Participant’s own personal brokerage account; For the avoidance of doubt, if following the final date of the Performance Period and prior to the vesting and settlement of the PSUs in accordance with Section 2(c), the Participant’s employment with the Company or its Affiliates terminates for any reason other than for Cause, the Participant shall remain eligible to earn PSUs under this Agreement following Certification in accordance with Section 2(c); provided, however, that if following the Performance Period and prior to the vesting and settlement of the PSUs in accordance with Section 2(c), the Participant’s employment with the Company or its Affiliates terminates for Cause, then all unvested PSUs shall be cancelled and forfeited immediately and the Participant shall not be entitled to receive any consideration with respect to any cancelled and forfeited PSUs.

6.Change of Control.

(a)In the event of a Change of Control for which, the Committee determines that no sufficient provision has been made for assumption or substitution of the PSUs granted in this Agreement as contemplated by Section 8(a) of the Plan, a number of the PSUs, shall, as determined by the Committee, be deemed earned by the Participant and shall be vested and settled in accordance with Section 2(c). If such Change of Control occurs during the first calendar year of the Performance Period, then 100% of the PSUs shall be deemed earned by the Participant (which corresponds to target level of achievement) and shall be vested and settled in accordance with Section 2(c). If such Change of Control occurs prior to the final date of the Performance Period but after the first calendar year of the Performance Period, then the Committee shall determine a number of PSUs, if any, that shall be earned based on actual performance, in accordance with Section 2, for the completed calendar years of the Performance Period prior to the year in which such Change of Control occurs; provided that with respect to the rTSR modifier (as described in Exhibit A), performance shall be measured through the date of the Change of Control, and the earned PSUs shall be vested and settled in accordance with Section 2(c).

(b)If a Change of Control occurs in which the Committee determines that the acquirer has assumed or substituted the PSUs granted hereby in the manner contemplated by Section 8(b) of the Plan, then the performance measures under this Agreement shall be deemed waived, and the Participant will be entitled to receive that number of PSUs indicated below so long as the Participant remains continuously employed in active service by the Company or one of its Affiliates through the final date of the Performance Period.

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(i)If such Change of Control occurs during the first calendar year of the Performance Period, then 100% of the PSUs shall, as determined by the Committee, be deemed earned by the Participant (which corresponds to target level of achievement) and shall be vested and settled in accordance with Section 2(c). If such Change of Control occurs prior to the final date of the Performance Period, but after the first calendar year of the Performance Period, then the Committee shall determine a number of PSUs, if any, that shall remain eligible to vest based on actual performance, in accordance with Section 2, for the completed calendar years of the Performance Period prior to the year in which such Change of Control occurs; provided, however, with respect to the rTSR modifier (as described in Exhibit A), the Company’s performance shall be measured through the date of the Change of Control.

(ii)Notwithstanding anything to the contrary herein, if, within the 24-month period following such Change of Control, the Participant’s employment with the Company and its Affiliates is terminated (1) by the Company or one of its Affiliates without Cause (other than due to death or Disability), or (2) by the Participant for Good Reason (defined below), then the number of PSUs eligible to vest under Section 6(b)(i), shall become fully earned as of the date of termination of employment and shall be vested and settled in accordance with Section 2(c).

(iii)For purposes of this Agreement only, “Good Reason” means (i) a material decrease in the Participant’s total annual compensation opportunity (calculated as the sum of such Participant’s annual base salary plus target annual bonus) or (ii) a relocation of the principal place of the Participant’s work location to a location that increases the Participant’s one-way commute by at least 50 miles. Notwithstanding anything herein to the contrary, Good Reason shall not occur unless and until (A) the Participant delivers written notice delivered to the General Counsel of the Company within 60 days following the initial existence of the circumstances giving rise to Good Reason, (B) 30 days have elapsed from the date the Company receives such notice from the Participant without the Company curing or causing to be cured the circumstances giving rise to Good Reason, and (C) the Participant’s effective date of resignation is no later than 10 days following the Company’s failure to cure.

(iv)For the avoidance of doubt, if at any time following such Change of Control, the Participant’s employment with the Company and its Affiliates is terminated (1) by the Company or one of its Affiliates due to the Participant’s Disability, or (2) due to the Participant’s death, then the number of PSUs determined pursuant to Section 6(b)(i), to the extent unvested, shall become fully earned as of the date of termination of employment and shall be vested and settled in accordance with Section 2(c).

7.Restrictive Covenants.

(a)Restrictive Covenant Agreements. As a condition to the award of PSUs under this Agreement, the Participant hereby agrees that he or she remains bound by the following agreements with the Company: (i) the Key Employee Non-Compete and No-Solicitation Agreement, (ii) the Confidentiality Agreement, each in the form provided by the Company ((i) and (ii) collectively, the “Restrictive Covenant Agreements”), and (iii) covenants not to breach or contest, directly or indirectly, the validity of any of the Restrictive Covenant Agreements.

(b)Forfeiture; Other Relief. In the event of a breach by the Participant of any Restrictive Covenant Agreement (including, without limitation, any non-compete, non-solicitation or confidentiality agreement between the Participant and the Company or any of the Company’s Affiliates, to which the Participant is a party), then in addition to any other remedy which may be available at law or in equity, the PSUs shall be automatically forfeited effective as of the date on which such violation first occurs, and, in the event that

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any of the Participant’s PSUs have vested within the three (3) year period immediately preceding such breach, the Participant will forfeit any Shares or cash payment received upon settlement thereof without consideration and be required to forfeit any compensation, gain or other value realized thereafter on the sale or other transfer of such Shares, and must promptly repay such amounts to the Company. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants to the full extent of law and equity. The Participant acknowledges and agrees that irreparable injury will result to the Company and its goodwill if the Participant breaches any of the terms of the Restrictive Covenant Agreements, the exact amount of which will be difficult or impossible to ascertain, and that remedies at law would be an inadequate remedy for any breach. Accordingly, the Participant hereby agrees that, in the event of a breach of any of the terms of the Restrictive Covenant Agreements, in addition to any other remedy that may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

(c)Severability; Blue Pencil. The invalidity or nonenforceability of any provision of this Section 7 or any of the terms of the Restrictive Covenant Agreements in any respect shall not affect the validity or enforceability of the other provisions of this Section 7 or any of the terms of the Restrictive Covenant Agreements in any other respect, or of any other provision of this Agreement. In the event that any provision of this Section 7 or any of the terms of the Restrictive Covenant Agreements shall be held invalid, illegal or unenforceable (whether in whole or in part) by a court of competent jurisdiction, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions (and part of such provision, as the case may be) shall not be affected thereby; provided, however, that if any provision of the Restrictive Covenant Agreements is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

8.Rights as a Shareholder. The Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares underlying the PSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the Shares underlying the vested PSUs and (ii) the Participant’s name shall have been entered as a shareholder of record with respect to such Shares on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.

9.Compliance with Legal Requirements. The granting, vesting, and settlement of the PSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable Federal, provincial, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee shall have the right to impose such restrictions on the PSUs as it deems reasonably necessary or advisable under applicable Federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are then listed or traded, and/or any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of Federal and state securities law in exercising his or her rights under this Agreement.

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10.Clawback. The PSUs and/or the Shares acquired upon settlement of the PSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement) to the extent required or permitted by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act); provided that such requirement is in effect at the relevant time, and/or the rules and regulations of any applicable securities exchange or inter-dealer quotation system on which the Shares may be listed or quoted, or if so required pursuant to a written policy adopted by the Company.

11.Miscellaneous.

(a)Transferability. The PSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under the Plan. Any attempted Transfer of the PSUs contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the PSUs, shall be null and void and without effect.

(b)Amendment. The Committee at any time, and from time to time, may amend the terms of this Agreement; provided, however, that the rights of the Participant shall not be materially adversely affected without the Participant’s written consent.

(c)Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(d)Deferrals.

(i)Deferral Elections. The following rules shall apply to any deferral elections made by the Participant:

(A)The Participant may elect to defer all or any portion of the Shares or cash he would otherwise receive pursuant to Section 2 or 3 of this Agreement by completing and submitting a deferral election form (in a form provided by the Company) no later than June 30, 2024 or such other time determined by the Company.

(B)Deferral elections shall continue in effect until a written election to revoke or change such deferral election is received by the Company, except that a written election to revoke or change such deferral election must be made no later than June 30, 2024 or such other time determined by the Company.

(ii)Distributions Pursuant to Deferral Elections. Any Shares or cash deferred under this Agreement shall be distributed in a single lump-sum distribution on the last business day of the month following the month in which the earliest of the following events occurs (or as soon as administratively practicable thereafter): (A) the Participant’s “separation from service” (within the meaning of Section 409A of the Code); (B) a fixed date specified by the Participant at the time the Participant makes a deferral election, (which date may not be prior to the fifth (5th) anniversary of the Payment Date, unless

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the Company determines otherwise in accordance with Section 409A of the Code); (C) the Participant’s Disability (as provided in Section 11(d)(iii) below); or (D) the Participant’s death. Share deferrals shall be paid in Shares and cash deferrals shall be paid in cash.

(iii)Disability. At the time that a Participant elects to defer the receipt of Shares or cash pursuant to Section 11(d)(i) above, the Participant shall make an election with respect to the treatment of the deferred Shares or cash in the event of his or her Disability. The Participant may elect (x) to receive distribution of the deferred Shares or cash in the event of his Disability, or (y) notwithstanding his or her Disability, to receive distribution of the deferred Shares or cash upon the occurrence of an event set forth in clauses (A), (B) or (D) in Section 11(d)(ii) above. For purposes of this Section 11(d), “Disability” shall have the meaning set forth in the Plan; however, to the extent a “Disability” event does not also constitute a “Disability” as defined in Section 409A, such Disability event shall not constitute a Disability for purposes of this Section 11(d).

(iv)Unforeseeable Emergency. The Committee may, in its sole and absolute discretion and subject to the requirements and restrictions under Section 409A of the Code, make a partial or total distribution of the Shares or cash deferred by a Participant upon the Participant’s request and a demonstration by the Participant of an “unforeseeable emergency” (as defined in Section 409A of the Code).

(v)Terms and Conditions of Deferrals. The deferrals made pursuant to this Section 11(d) shall be subject to such other terms and conditions determined by the Committee and set forth in a deferral election form and related documents.

(e)Section 409A. The PSUs are intended to be exempt from, or compliant with, Section 409A of the Code and shall be interpreted accordingly. Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee may, in its sole reasonable discretion and with the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code, and (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the Code. This Section 11(e) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the PSUs or the Shares underlying the PSUs will not be subject to interest and penalties under Section 409A of the Code. Notwithstanding anything to the contrary in the Plan or this Agreement, to the extent that the Participant is a “specified employee” (within the meaning of the Committee’s established methodology for determining “specified employees” for purposes of Section 409A of the Code), payment or distribution of any amounts with respect to the PSUs that are subject to Section 409A of the Code and that are required to be delayed due to the Participant’s status as a “specified employee” will be made as soon as practicable following the first business day of the seventh month following the Participant’s “separation from service” (within the meaning of Section 409A of the Code) from the Company and its Affiliates, or, if earlier, the date of the Participant’s death.

(f)General Assets. All amounts credited in respect of the PSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

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(g)Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by nationally recognized overnight courier, or by first-class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addresser:

(i)if to the Company, to:

Schneider National, Inc.
3101 Packerland Drive

Green Bay, WI 54313
Facsimile: (920) 403-8445
Attention: General Counsel

(ii)if to the Participant, to the Participant’s home address on file with the Company.

All such notices, requests, consents and other communications shall be deemed to have been delivered in the case of personal delivery or delivery by telecopy, on the date of such delivery, in the case of nationally recognized overnight courier, on the next business day, and in the case of mailing, on the third business day following such mailing if sent by certified mail, return receipt requested.

(h)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(i)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(j)Fractional Shares. In lieu of issuing a fraction of a Share resulting from an adjustment of the PSUs pursuant to Section 4(b) of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount equal to the Fair Market Value of such fractional share.

(k)Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is ineffective, or if the beneficiary dies before the balance of a Participant’s benefit is paid, the balance shall be paid to the Participant’s estate. Notwithstanding the foregoing, however, a Participant’s beneficiary shall be determined under applicable state law if such state law does not recognize beneficiary designations under equity Awards of this type and is not preempted by laws which recognize the provisions of this Section 11(k).

(l)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

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(m)Entire Agreement. This Agreement (including Exhibit A), the Plan and the Restrictive Covenant Agreements contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto.

(n)Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Wisconsin without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Wisconsin.

(o)Consent to Jurisdiction; Waiver of Jury Trial. The Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court for the Eastern District of Wisconsin, or if that court is unable to exercise jurisdiction for any reason, the Circuit Court of the State of Wisconsin, Brown County, and each waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process and waives any objection to jurisdiction based on improper venue or improper jurisdiction.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PLAN OR THIS AGREEMENT.

(p)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(q)Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature Page to Follow]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first written above.

SCHNEIDER NATIONAL, INC.

____________________________________

[Participant Name]

EXHIBIT A

Performance Metrics & Calculations

For purposes of this Agreement, the following terms have the meanings set forth below:

•“Cumulative EBT” means the aggregate of Earnings Before Tax over the Performance Period to achieve the “3 Years Total Earnings Before Tax” target listed on this Exhibit A.

•“Earnings Before Tax” means earnings before tax as reported in the audited financial statements to the Company’s Form 10-K, in accordance with GAAP.

•“Return on Capital” or “ROC” means operating earnings divided by invested capital; provided, that for purposes of this Agreement, the following items are omitted from the calculation: cash, marketable securities, debt, SFI, goodwill, interest, taxes.

• “rTSR” means the Company’s relative total shareholder return compared to a Peer Group determined by the Committee for the performance period beginning January 1, 2022 and ending December 31, 2024. For clarity when calculating the rTSR the beginning price of the performance period will be determined using the average closing share price over the trading days in December immediately prior to the performance period and the ending price at the end of the performance period will be determined using the average closing share price over the trading days in December in year three of the performance period. For purposes of the rTSR calculation, dividends are assumed to be reinvested on the ex-dividend date.

•“Peer Group” means the following companies:

Air Transport Services Group ArcBest Atlas Air Worldwide C.H. Robinson Worldwide Covenant Logistics Group Daseke Expeditors Int’l of WA FedEx Forward Air GXO Logistics Heartland Express Hub Group J.B. Hunt Transport Services Knight-Swift Transportation Landstar System Marten Transport Old Dominion Freight Line P.A.M. Transportation Services Radiant Logistics Ryder System Saia U.S. Xpress Enterprises United Parcel Service Universal Logistics Werner Enterprises XPO Logistics Yellow Corp

The Peer Group may be changed as follows, subject to the discretion of the Compensation Committee:

i.M&A – If a Peer Group member ceases to have a class of equity securities that is both registered under the Securities Exchange Act of 1934 and actively traded on a U.S. public securities market (unless such cessation of such listing is due to bankruptcy/delisting), such Peer Group member shall be removed from the Peer Group.

ii.Bankruptcy/delisting – In the event of a bankruptcy, liquidation or delisting of a Peer Group member, such Peer Group member shall remain in the Peer Group.

Except as may otherwise be provided in the Agreement, the number of PSUs that will be eligible to vest under this Agreement shall be determined based on the following formula:

•Total Restricted Shares granted x 60% x Cumulative EBT Achievement (as described below); plus

•Total Restricted Shares granted x 40% x ROC Achievement (as described below); then multiplied by

•The rTSR Multiplier (as described below).

Cumulative EBT Achievement shall equal the Company’s 3-year Cumulative EBT performance* over the Performance Period as compared to the Company’s Cumulative EBT target of [$1.6B] (“Target Cumulative EBT”), as follows:

•Cumulative EBT performance below [1.28B] (“Threshold Cumulative EBT Performance”) shall result in Cumulative EBT Achievement of 0%.

•Cumulative EBT performance at Target EBT shall result in Cumulative EBT Achievement of 100%.

•Cumulative EBT performance at or above [2.08B] (“Maximum Cumulative EBT Performance”) shall equal 200%.

* Intermediate levels of Cumulative EBT Achievement between Threshold Cumulative EBT Performance, Target Cumulative EBT Performance or Maximum Cumulative EBT Performance may be estimated by the Committee using linear interpolation.

ROC Achievement shall equal a percentage based on the Company’s ROC performance** over the Performance Period as compared to the Company’s 3 Year Average ROC target of [17.0%] (“Target ROC”) as follows:

•3 Year Average ROC performance below [12.0%] (“Threshold ROC Performance”) shall result in ROC Achievement of 0%.

•3 Year Average ROC performance at Target ROC shall result in ROC Achievement of 100%.

•3 Year Average ROC performance at or above [22.0%] (“Maximum ROC Performance”) shall result in ROC Achievement of 200%.

** Intermediate levels of ROC Achievement between Threshold ROC Performance, Target ROC Performance or Maximum ROC Performance may be estimated by the Committee using linear interpolation.

The rTSR Multiplier shall equal 0.75 if the Company’s rTSR is at or below the 25th percentile of the comparator group. The rTSR Multiplier shall equal 1.00 if the Company’s rTSR is above the 25th but below the 75th percentile of the comparator group. The rTSR Multiplier shall equal 1.25 if the Company’s rTSR is at or above the 75th percentile of the comparator group.

EX-10.3

SCHNEIDER NATIONAL, INC.
NONQUALIFIED STOCK OPTION
AWARD AGREEMENT

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of February 15, 2022 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

WHEREAS, the Company has adopted the Schneider National, Inc. 2017 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”);

WHEREAS, the Company wishes to afford the Participant the opportunity to purchase Shares; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the nonqualified Option provided for herein to the Participant, subject to the terms set forth herein.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1.Grant of Option.

(a)Grant. The Company hereby grants to the Participant an Option to purchase a total of [_______] Shares (the “Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the “Option”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Code.

(b)Exercise Price. The Exercise Price shall be $[_______] per Option Share.

(c)Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. Without limiting the foregoing, the Participant acknowledges that the Option and the Option Shares are subject to provisions of the Plan under which, in certain circumstances, an adjustmentmay be made to the number of Option Shares and/or the applicable Exercise Price of the Option.

2.Vesting; Exercisability; Forfeiture. The Option shall become vested and exercisable in 25% cumulative installments on each of the first four anniversaries of February 15, 2022 (each, a “Vesting Date”); provided that the Participant remains continuously employed in active service by the Company or one of its Affiliates from the Date of Grant through such Vesting Date.

3.Method of Exercise; Tax Withholding.

(a)The Participant may exercise the vested and exercisable portion of the Option, in whole or in part, by notifying the Company in writing of the whole number of Option Shares to be purchased thereunder and complying with the method of exercise set forth in this paragraph. Unless otherwise provided by the Company, the method of exercising the Option shall be a “net exercise” procedure effected by withholding the applicable number of Shares otherwise deliverable in respect of an Option that are needed to pay for the aggregate Exercise Price for such Shares and all applicable required withholding taxes; provided that the number of Shares so withheld to satisfy applicable withholding and employment taxes shall not have an aggregate Fair Market Value on the date of such withholding in excess of the applicable withholding obligation. The Company may, however, require or permit the Participant to exercise the Option by (i) delivering with the notice of exercise an amount equal to the aggregate Exercise Price for such number of Shares (calculated based on the number of Shares acquired that are covered by the Option, as applicable) and/or all applicable withholding taxes in cash (certified check, wire transfer or bank draft) or, if permitted by the Company in its sole discretion, in whole Shares already owned by the Participant, (ii) using a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Exercise Price for such Shares and all applicable required withholding taxes, or (iii) a combination of any of the methods prescribed in this paragraph or any other method identified by the Company.

(b)Exercise of this Option shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Company, tax withholding shall in no event exceed the applicable maximum statutory rate. Except as expressly provided pursuant to Section 3(a), as a condition to the exercise of the Option, the Participant must remit an amount in cash, Shares or other property (as elected by the Participant) sufficient to satisfy all Federal, state and local or other applicable withholding and employment taxes relating thereto. In addition, the Company shall have the right and is hereby authorized to withhold from the Shares otherwise deliverable upon exercise of the Option, or from any compensation or other amount owing to the Participant, the amount (in cash or, in the discretion of the Company, Shares or other property) of any applicable withholding and employment taxes in respect of the exercise of the Option and to take such other action as may be necessary in the discretion of the Company to satisfy all obligations for the payment of such taxes.

4.Expiration. In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (the “Option Period”). The Option is subject to earlier cancellation, termination or expiration of the Options pursuant to (i) Section 4(b) of the Plan, (ii) Section 7(b) or 10 hereof or (iii) expiration of the post-termination exercise period set forth in Section 5 hereof, as applicable.

5.Termination of Employment.

(a)Termination of Employment due to Death or Disability. If, on or prior to an applicable Vesting Date, the Participant’s employment with the Company and its Affiliates is terminated (1) by the Company or one of its Affiliates due to the Participant’s Disability, or (2) due to the Participant’s death, then, with respect to any unexpired portion of this Option which is outstanding at the time of Participant’s Disability or death:

(i)any unvested portion of this Option shall become fully vested and exercisable as of the date of termination of employment; and

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(ii)the vested portion of the Option shall expire on the earlier of (A) the last day of the Option Period or (B) the 365th day following the date of such termination.

For the avoidance of doubt, this Section 5(a) shall not apply to any death or Disability of the Participant occurring after the date of termination of the Participant’s employment for any reason (including Retirement).

(b)Termination of Employment due to Retirement. If, on or prior to an applicable Vesting Date, the Participant’s employment with the Company and its Affiliates is terminated by the Participant due to Retirement, then:

(i)the Option shall continue to vest in accordance with the vesting schedule set forth in Section 2, as if the Participant had remained continuously employed in active service by the Company or one of its Affiliates through the applicable Vesting Date; and

(ii)the vested portion of the Option shall expire on the earlier of (A) the last day of the Option Period or (B) the fourth anniversary of the effective date of such Retirement.

For the avoidance of doubt, a Participant must satisfy all requirements specified under the Plan to become eligible for Retirement, including and without limitation, the requirement that the Participant continue in active employment through the end of the year in which the Participant’s Award was granted. In the event the Participant does not continue in active employment through the end of the year in which the Participant’s Award was granted due to the Participant’s voluntary termination of employment then the unvested portion of the Option shall be forfeited immediately, and the Participant shall not be entitled to receive any consideration with respect thereto.

(c)Termination of Employment for Cause. If, prior to the final Vesting Date, the Participant’s employment with the Company and its Affiliates is terminated by the Company or one of its Affiliates for Cause, the unvested and vested portion of the Option shall be cancelled immediately, and the Participant shall immediately forfeit any rights to the Option Shares subject to the Option.

(d)Other Termination of Employment. If, prior to the final Vesting Date, the Participant’s employment with the Company and its Affiliates terminates for any reason other than as set forth in Sections 5(a), (b) or (c) above (including any termination of employment by the Participant for any reason other than Retirement, or by the Company without Cause), then:

(i)the unvested portion of the Option shall be cancelled immediately, and the Participant shall immediately forfeit any rights to the Option Shares subject to such unvested portion; and

(ii)the vested portion of the Option shall expire on the earlier of the last day of the Option Period or the 90th day following the date of such termination. For the avoidance of doubt, the vested portion of the Option shall remain exercisable by the Participant until its expiration only to the extent the Option was exercisable at the time of such termination. When a Participant’s employment with the Company is terminated for any reason other than due to Death, Disability, or Retirement as defined by the Plan: (i) Participant’s access to the Company’s online equity portal will be revoked on the 90th day following the date of the Participant’s employment termination date; and (ii) within 90 days of Participant’s employment termination date, the Participant shall be solely responsible for exercising and moving all of Participant’s Options, that are vested as of the termination date, to Participant’s own personal brokerage account.

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6.Change of Control.

(a)In the event of a Change of Control in which no provision is made for assumption or substitution of this Option in the manner contemplated by Section 8(a) of the Plan, this Option, to the extent then unexercisable or otherwise unvested, shall automatically be deemed exercisable or otherwise vested, as the case may be, as of the day and time that is immediately prior to the effective date and time of such Change of Control. In accordance with Section 4(b) of the Plan, the Committee shall have authority to (i) make provision for a cash payment to the Participant in consideration for the cancelation of this Option, in an amount equal to the excess, if any, of (A) the Fair Market Value of a Share (as of a date specified by the Committee), multiplied by the number of Shares subject to the Option, over (B) the aggregate Exercise Price, or (ii) if the Exercise Price is equal to, or in excess of, the Fair Market Value of a Share (as of a date specified by the Committee), cancel and terminate this Option without any payment or consideration therefor.

(b)If a Change of Control occurs in which the acquirer assumes or substitutes this Option in the manner contemplated by Section 8(b) of the Plan, and within the 24-month period following such Change of Control, the Participant’s employment with the Company and its Affiliates is terminated (i) by the Company or one of its Affiliates without Cause (other than due to death or Disability) or (ii) by the Participant for Good Reason (defined below), then the Option, to the extent unvested, shall become fully vested and exercisable as of the date of termination of employment, and the vested Option shall expire on the earlier of the last day of the Option Period or the 90th day following the date of such termination.

(c)For purposes of this Agreement only, “Good Reason” means (i) a material decrease in the Participant’s total annual compensation opportunity (calculated as the sum of such Participant’s annual base salary plus target annual bonus) or (ii) a relocation of the principal place of the Participant’s work location to a location that increases the Participant’s one-way commute by at least 50 miles. Notwithstanding anything herein to the contrary, Good Reason shall not occur unless and until (A) the Participant delivers written notice delivered to the General Counsel of the Company within 60 days following the initial existence of the circumstances giving rise to Good Reason, (B) 30 days have elapsed from the date the Company receives such notice from the Participant without the Company curing or causing to be cured the circumstances giving rise to Good Reason and (C) the Participant’s effective date of resignation is no later than 10 days following the Company’s failure to cure.

7.Restrictive Covenants.

(a)Restrictive Covenant Agreements. During the term of the Participant’s employment with the Company and thereafter according to their respective provisions, the Participant hereby agrees that he or she shall be bound by, and shall comply with, (i) the Key Employee Non-Compete and No-Solicitation Agreement, (ii) the Confidentiality Agreement, each in the form provided by the Company ((i) and (ii) collectively, the “Restrictive Covenant Agreements”) and (iii) all other agreements the Participant has executed during the course of employment with the Company and its Affiliates, as in effect from time to time.

(b)Forfeiture; Other Relief. In the event of a breach by the Participant of any Restrictive Covenant Agreement, then in addition to any other remedy which may be available at law or in equity, the Option shall be automatically forfeited effective as of the date on which such violation first occurs, and, in the event that the Participant has previously exercised all or any portion of the Option within the three (3) year period immediately preceding such breach, the Participant shall forfeit such Option Shares without consideration and be required to promptly repay to the Company, upon 10 days prior written demand by the Committee, any

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proceeds received by the Participant upon disposition of the Option Shares.The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants to the full extent of law and equity. The Participant acknowledges and agrees that irreparable injury will result to the Company and its goodwill if the Participant breaches any of the terms of the Restrictive Covenant Agreements, the exact amount of which will be difficult or impossible to ascertain, and that remedies at law would be an inadequate remedy for any breach. Accordingly, the Participant hereby agrees that, in the event of a breach of any of the terms of the Restrictive Covenant Agreements, in addition to any other remedy that may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

(c)Severability; Blue Pencil. The invalidity or nonenforceability of any provision of this Section 7 or any of the terms of the Restrictive Covenant Agreements in any respect shall not affect the validity or enforceability of the other provisions of this Section 7 or any of the terms of the Restrictive Covenant Agreements in any other respect, or of any other provision of this Agreement. In the event that any provision of this Section 7 or any of the terms of the Restrictive Covenant Agreements shall be held invalid, illegal or unenforceable (whether in whole or in part) by a court of competent jurisdiction, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions (and part of such provision, as the case may be) shall not be affected thereby; provided, however, that if any provision of the Restrictive Covenant Agreements is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

8.Rights as a Shareholder. The Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares subject to this Option unless, until and to the extent that (i) such Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered such Shares to the Participant and (iii) the Participant’s name shall have been entered as a shareholder of record with respect to such Option Shares on the books of the Company. The Company shall cause the actions described in clauses (ii) and (iii) of the preceding sentence to occur promptly following exercise as contemplated by this Agreement, subject to compliance with applicable laws.

9.Compliance with Legal Requirements. The granting and exercising of the Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable Federal, provincial, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee shall have the right to impose such restrictions on the Option as it deems reasonably necessary or advisable under applicable Federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are then listed or traded, and/or any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of Federal and state securities law in exercising his or her rights under this Agreement.

10.Clawback. The Option and/or the Option Shares shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement) to the extent required or permitted by

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applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act); provided that such requirement is in effect at the relevant time, and/or the rules and regulations of any applicable securities exchange or inter-dealer quotation system on which the Shares may be listed or quoted or if so required pursuant to a written policy adopted by the Company.

11.Miscellaneous.

(a)Transferability. The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under the Plan. Any attempted Transfer of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. In the event of the Participant’s death, the Option shall thereafter be exercisable (to the extent otherwise exercisable hereunder) only by the Participant’s executors or administrators.

(b)Amendment. The Committee at any time, and from time to time, may amend the terms of this Agreement; provided, however, that the rights of the Participant shall not be materially adversely affected without the Participant’s written consent.

(c)Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(d)Section 409A. The Option is not intended to be subject to Section 409A of the Code and shall be interpreted accordingly. Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee may, in its sole reasonable discretion and with the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code and (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the Code. This Section 11(d) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the Option or the Option Shares will not be subject to interest and penalties under Section 409A.

(e)Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by nationally-recognized overnight courier, or by first class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addresser:

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(i)if to the Company, to:

Schneider National, Inc.
3101 Packerland Drive

Green Bay, WI 54313
Facsimile: (920) 403-8445
Attention: General Counsel

(ii)if to the Participant, to the Participant’s home address on file with the Company.

All such notices, requests, consents and other communications shall be deemed to have been delivered in the case of personal delivery or delivery by telecopy, on the date of such delivery, in the case of nationally-recognized overnight courier, on the next business day, and in the case of mailing, on the third business day following such mailing if sent by certified mail, return receipt requested.

(f)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(g)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(h)Fractional Shares. In lieu of issuing a fraction of a Share resulting from any exercise of the Option, resulting from an adjustment of the Option pursuant to Section 4(b) of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount equal to the Fair Market Value of such fractional share.

(i)Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is ineffective, or if the beneficiary dies before the balance of a Participant’s benefit is paid, the balance shall be paid to the Participant’s estate. Notwithstanding the foregoing, however, a Participant’s beneficiary shall be determined under applicable state law if such state law does not recognize beneficiary designations under Awards of this type and is not preempted by laws which recognize the provisions of this Section 11(i).

(j)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(k)Entire Agreement. This Agreement, the Plan and the Restrictive Covenant Agreements contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein, and supersede all prior communications, representations and negotiations in respect thereto.

(l)Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Wisconsin without regard to principles of conflicts of

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law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Wisconsin.

(m)Consent to Jurisdiction; Waiver of Jury Trial. The Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court for the Eastern District of Wisconsin, or if that court is unable to exercise jurisdiction for any reason, the Circuit Court of the State of Wisconsin, Brown County, and each waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process and waives any objection to jurisdiction based on improper venue or improper jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PLAN OR THIS AGREEMENT.

(n)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(o)Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature Page to Follow]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first written above.

SCHNEIDER NATIONAL, INC.

____________________________________

[Participant Name]

EX-10.4

SCHNEIDER NATIONAL, INC.
DIRECTOR RESTRICTED STOCK UNIT 
AWARD AGREEMENT

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of April 25, 2022 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [______] (the “Participant”).

WHEREAS, the Company has adopted the Schneider National, Inc. 2017 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), pursuant to which Restricted Stock Units (“RSUs”) may be granted to members of the Board;

WHEREAS, the Company’s Director Compensation Program provides for equity compensation to be paid annually to Non-Employee Directors in the form of a grant of restricted stock units of the Company’s Class B common stock with a one-year vesting period and that such equity awards are to be granted prospectively on the date of the Annual Meeting of Shareholders (each a “Director Equity Retainer Award”);

WHEREAS, in accordance with its Charter, the Compensation Committee of the Board (the “Compensation Committee”) has responsibility for approving grants of equity-based compensation;

WHEREAS, in accordance with the Director Compensation Program currently in effect, the Compensation Committee has approved individual grants of Director Equity Retainer Awards to each director who is duly elected at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) in that number of RSUs having an approximate value of $155,000.00 on the date of the 2022 Annual Meeting; and WHEREAS, to effectuate the payment of the 2022 Director Equity Retainer Awards for the 2022-2023 Board year, the Company desires to enter into this Agreement with the Participant as a duly elected Director.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Restricted Stock Units.

(a) Grant. The Company hereby grants to the Participant a total of [______] RSUs, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.  Each RSU represents the right to receive one Share.  The RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.

 (b) Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.  Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement.  The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.  Without limiting the foregoing, the Participant

acknowledges that the RSUs and any Shares acquired upon settlement of the RSUs are subject to provisions of the Plan under which, in certain circumstances, an adjustment may be made to the number of the RSUs and any Shares acquired upon settlement of the RSUs.

 2.Vesting; Settlement.

 (a)Vesting. All of the RSUs shall vest on the earlier of (i) the one-year anniversary of the Date of Grant and (ii) the Company’s annual shareholder meeting for the year following the Date of Grant (the “Vesting Date”), subject to the Participant’s continued service as a member of the Board from the Date of Grant through such Vesting Date.

(b) Settlement. Except as otherwise provided herein, each vested RSU shall be settled within 60 days following the applicable Vesting Date.  The RSUs may be settled in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Value of a Share as of the applicable Vesting Date, or in a combination of cash and Shares, as determined by the Committee.

3. Dividend Equivalents. Each RSU shall be credited with Dividend Equivalents, which shall be withheld by the Company for the Participant’s account.  Dividend Equivalents credited to the Participant’s account and attributable to a RSU shall be distributed (without interest) to the Participant at the same time as the underlying Share is delivered (or equivalent cash payment made) upon settlement of such RSU and, if such RSU is forfeited, the Participant shall have no right to such Dividend Equivalents.  Any adjustments for Dividend Equivalents shall be in the sole discretion of the Committee and may be payable (x) in cash, (y) in Shares with a Fair Market Value as of the applicable Vesting Date equal to the Dividend Equivalents, or (z) in an adjustment to the underlying number of Shares subject to the RSUs.

 4. Tax Obligations. The Participant shall be solely responsible for satisfying any applicable U.S. federal, state and local tax obligations and non-U.S. tax obligations. Unless otherwise provided by the Company, any applicable tax withholding shall in no event exceed the applicable maximum statutory rate.  The Company shall have the right and is hereby authorized to withhold from any amounts payable to the Participant in connection with the RSUs or otherwise the amount of any required withholding taxes in respect of the RSUs, its settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee or the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. 

 5. Termination of Membership on the Board.

(a)Termination of Employment due to Death or Disability. If, on or prior to an applicable Vesting Date, the Participant’s membership on the Board is terminated due to the Participant’s death or Disability, then the RSUs, to the extent unvested, shall become fully vested as of the effective date of such termination of Board membership.  Such vested RSUs shall be settled within 60 days following such termination date, in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Value of a Share as of such termination date, or in a combination of cash and Shares, as determined by the Committee.

 b) Other Termination. If, prior to the Vesting Date, the Participant’s membership on the Board terminates for any reason other than as set forth in Section 5(a) above, then as of the date of such termination, the Participant shall become vested in a prorated number of RSUs (calculated by multiplying (x) the number of RSUs granted hereby, by (y) a fraction, the numerator of which is the number of days during the period beginning on the Date of Grant and ending on the effective date of such termination (inclusive of such beginning and end dates), and denominator of which is 365), and such vested RSUs shall be promptly settled within 60 days following such

termination date.  Any unvested RSUs which do not become vested as per the previous sentence shall be cancelled immediately upon such termination and the Participant shall not be entitled to receive any payments with respect thereto.  RSUs which vest under this Section 5(b) shall be settled within 60 days following such termination date, in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Value of a Share as of such termination date, or in a combination of cash and Shares, as determined by the Committee.

 6. Change of Control. Notwithstanding any provision contained in the Plan or this Agreement to the contrary, if, prior to the Vesting Date, a Change of Control occurs, the RSUs, to the extent unvested, shall vest immediately upon the effective date of the Change of Control.  Such vested RSUs shall be settled within 60 days following such Change of Control (or, to the extent the RSUs are deferred compensation subject to Section 409A of the Code, within 60 days following a later payment event permissible under Section 409A of the Code), in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Value of a Share (as of a date specified by the Committee), or in a combination of cash and Shares, as determined by the Committee.

 7. Rights as a Shareholder. The Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares underlying the RSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the Shares underlying the vested RSUs and (ii) the Participant’s name shall have been entered as a shareholder of record with respect to such Shares on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.

8. Compliance with Legal Requirements. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, provincial, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee shall have the right to impose such restrictions on the RSUs as it deems reasonably necessary or advisable under applicable federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are then listed or traded, and/or any blue sky or state securities laws applicable to such Shares.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.  The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Agreement. 

 9. Miscellaneous

 (a) Transferability. The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under the Plan.  Any attempted Transfer of the RSUs contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the RSUs, shall be null and void and without effect. 

 (b) Amendment. The Committee at any time, and from time to time, may amend the terms of this Agreement; provided, however, that the rights of the Participant shall not be materially adversely affected without the Participant’s written consent.

(c) Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages.  No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(d) Deferrals. If the Participant has made a timely deferral election with respect to the RSUs, such deferral, and this Agreement to the extent of such deferral, shall be subject to the Company’s Director Deferred Compensation Program and such other terms and conditions determined by the Committee and set forth in a deferral election form and related documents.

 (e) Section 409A. The RSUs are intended to be exempt from, or compliant with, Section 409A of the Code and shall be interpreted accordingly.  Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee may, in its sole reasonable discretion and with the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code, and (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the Code.  This Section 9(e) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs or the Shares underlying the RSUs will not be subject to interest and penalties under Section 409A of the Code.  Notwithstanding anything to the contrary in the Plan or this Agreement, to the extent that the Participant is a “specified employee” (within the meaning of the Committee’s established methodology for determining “specified employees” for purposes of Section 409A of the Code), payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A of the Code and that are required to be delayed due to the Participant’s status as a “specified employee” will be made as soon as practicable following the first business day of the seventh month following the Participant’s “separation from service” (within the meaning of Section 409A of the Code) from the Company and its Affiliates, or, if earlier, the date of the Participant’s death.

 (f) General Assets. All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company.  The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

(g) Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by nationally recognized overnight courier, or by first-class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addresser:

 (i)                 if to the Company, to:

Schneider National, Inc.
3101 Packerland Drive

Green Bay, WI 54313
Attention:  General Counsel

(ii)               if to the Participant, to the Participant’s home address on file with the Company.

All such notices, requests, consents and other communications shall be deemed to have been delivered in the case of personal delivery or delivery by telecopy, on the date of such delivery, in the case of nationally recognized overnight courier, on the next business day, and in the case of mailing, on the third business day following such mailing if sent by certified mail, return receipt requested.

(h) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

 (i) No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(j) Fractional Shares. In lieu of issuing a fraction of a Share resulting from an adjustment of the RSUs pursuant to Section 4(b) of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount equal to the Fair Market Value of such fractional share.

(k) Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no beneficiary is designated, if the designation is ineffective, or if the beneficiary dies before the balance of a Participant’s benefit is paid, the balance shall be paid to the Participant’s estate.  Notwithstanding the foregoing, however, a Participant’s beneficiary shall be determined under applicable state law if such state law does not recognize beneficiary designations under Awards of this type and is not preempted by laws which recognize the provisions of this Section 9(k).

(l) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(m) Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto.

(n) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Wisconsin without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Wisconsin.

(o) Consent to Jurisdiction; Waiver of Jury Trial. The Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court for the Eastern District of Wisconsin, or if that court is unable to exercise jurisdiction for any reason, the Circuit Court of the State of Wisconsin, Brown County, and each waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process and waives any objection to jurisdiction based on improper venue or improper jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL

RIGHT TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PLAN OR THIS AGREEMENT.

(p) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(q) Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first written above.

SCHNEIDER NATIONAL, INC.

____________________________________

[Participant Name]

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a),

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark B. Rourke, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Schneider National, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 29, 2022	/s/ Mark B. Rourke
		Mark B. Rourke
		Chief Executive Officer and President
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a),

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen L. Bruffett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Schneider National, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 29, 2022	/s/ Stephen L. Bruffett
		Stephen L. Bruffett
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report on Form 10-Q of Schneider National, Inc. (the “Company”), for the quarterly period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark B. Rourke, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 29, 2022	/s/ Mark B. Rourke
		Mark B. Rourke
		Chief Executive Officer and President
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report on Form 10-Q of Schneider National, Inc. (the “Company”), for the quarterly period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen L. Bruffett, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 29, 2022	/s/ Stephen L. Bruffett
		Stephen L. Bruffett
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 22, 2022
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38054
Entity Registrant Name	Schneider National, Inc.
Entity Incorporation, State or Country Code	WI
Entity Tax Identification Number	39-1258315
Entity Address, Address Line One	3101 South Packerland Drive
Entity Address, City or Town	Green Bay
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54313
City Area Code	920
Local Phone Number	592-2000
Title of 12(b) Security	Class B common stock, no par value
Trading Symbol	SNDR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001692063
Current Fiscal Year End Date	--12-31
Class A Common Shares
Document Information
Entity Common Stock, Shares Outstanding		83,029,500
Class B Common Stock
Document Information
Entity Common Stock, Shares Outstanding		94,892,655

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Operating revenues	$ 1,620.5	$ 1,228.6
Operating expenses:
Purchased transportation	740.1	558.5
Salaries, wages, and benefits	337.5	267.1
Fuel and fuel taxes	110.2	63.8
Depreciation and amortization	83.8	73.1
Operating supplies and expenses—net	89.5	136.1
Insurance and related expenses	26.4	24.4
Other general expenses	97.9	29.4
Total operating expenses	1,485.4	1,152.4
Income from operations	135.1	76.2
Other expenses (income):
Interest income	(0.4)	(0.8)
Interest expense	2.8	3.4
Other expense—net	9.2	0.8
Total other expenses—net	11.6	3.4
Income before income taxes	123.5	72.8
Provision for income taxes	31.4	18.0
Net income	92.1	54.8
Other comprehensive income (loss):
Foreign currency translation adjustment—net	0.1	(0.1)
Net unrealized losses on marketable securities—net of tax	(1.6)	(0.6)
Total other comprehensive loss—net	(1.5)	(0.7)
Comprehensive income	$ 90.6	$ 54.1
Weighted average common shares outstanding	177.7	177.4
Basic earnings per share	$ 0.52	$ 0.31
Weighted average diluted shares outstanding	178.5	177.8
Diluted earnings per share	$ 0.52	$ 0.31

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 272.6	$ 244.8
Marketable securities	48.5	49.3
Trade accounts receivable—net of allowance of $6.6 million and $5.2 million, respectively	754.4	705.4
Other receivables	59.2	35.9
Current portion of lease receivables—net of allowance of $1.2 million and $1.1 million, respectively	111.9	110.6
Inventories	31.3	27.4
Prepaid expenses and other current assets	119.4	75.1
Total current assets	1,397.3	1,248.5
Property and equipment:
Transportation equipment	3,119.0	3,056.2
Land, buildings, and improvements	208.1	215.7
Other property and equipment	176.9	175.1
Total property and equipment	3,504.0	3,447.0
Less accumulated depreciation	1,455.9	1,396.0
Net property and equipment	2,048.1	2,051.0
Lease receivables	161.0	160.1
Internal use software and other noncurrent assets	235.2	237.2
Goodwill	245.0	240.5
Total noncurrent assets	2,689.3	2,688.8
Total Assets	4,086.6	3,937.3
Current Liabilities:
Trade accounts payable	400.2	331.7
Accrued salaries, wages, and benefits	67.4	104.5
Claims accruals—current	85.9	83.9
Current maturities of debt and finance lease obligations	1.8	61.4
Other current liabilities	170.6	108.7
Total current liabilities	725.9	690.2
Noncurrent Liabilities:
Long-term debt and finance lease obligations	209.9	208.9
Claims accruals—noncurrent	94.6	88.5
Deferred income taxes	480.2	451.0
Other noncurrent liabilities	71.1	74.9
Total noncurrent liabilities	855.8	823.3
Total Liabilities	1,581.7	1,513.5
Shareholders’ Equity:
Additional paid-in capital	1,571.4	1,566.0
Retained earnings	935.0	857.8
Accumulated other comprehensive loss	(1.5)	0.0
Total Shareholders' Equity	2,504.9	2,423.8
Total Liabilities and Shareholders’ Equity	4,086.6	3,937.3
Supplemental Income Statement Elements
Trade accounts receivable allowance	6.6	5.2
Lease receivables allowance	1.2	1.1
Preferred Stock
Shareholders’ Equity:
Preferred stock	$ 0.0	$ 0.0
Preferred stock, par value (usd per share)	$ 0	$ 0
Preferred stock, shares authorized (shares)	50,000,000	50,000,000
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0
Class A Common Shares
Shareholders’ Equity:
Common stock	$ 0.0	$ 0.0
Common stock, par value (usd per share)	$ 0	$ 0
Common stock, shares authorized (shares)	250,000,000	250,000,000
Common stock, shares issued (shares)	83,029,500	83,029,500
Common stock, shares outstanding (shares)	83,029,500	83,029,500
Class B Common Stock
Shareholders’ Equity:
Common stock	$ 0.0	$ 0.0
Common stock, par value (usd per share)	$ 0	$ 0
Common stock, shares authorized (shares)	750,000,000	750,000,000
Common stock, shares issued (shares)	95,641,086	95,701,868
Common stock, shares outstanding (shares)	94,890,562	94,626,740

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net cash provided by operating activities
Net income	$ 92.1	$ 54.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	83.8	73.1
Gains on sales of property and equipment—net	(60.9)	(1.9)
Proceeds from lease receipts	20.5	17.1
Deferred income taxes	29.7	7.7
Long-term incentive and share-based compensation expense	5.8	5.2
Losses on investment in equity securities—net	8.4	0.0
Other noncash items	(6.4)	1.4
Changes in operating assets and liabilities:
Receivables	(77.8)	(22.8)
Other assets	(52.6)	(51.8)
Payables	56.1	28.7
Claims reserves and other receivables—net	9.1	0.0
Other liabilities	27.8	(10.4)
Net cash provided by operating activities	135.6	101.1
Investing Activities:
Purchases of transportation equipment	(60.3)	(19.0)
Purchases of other property and equipment	(14.4)	(9.8)
Proceeds from sale of property and equipment	64.8	32.2
Proceeds from sale of off-lease inventory	5.1	4.4
Purchases of lease equipment	(21.0)	(11.3)
Proceeds from marketable securities	2.2	6.1
Purchases of marketable securities	(3.6)	(9.5)
Investments in equity securities	(4.0)	(5.0)
Acquisition of business	(3.2)	0.0
Net cash used in investing activities	(34.4)	(11.9)
Financing Activities:
Payments of debt and finance lease obligations	(60.4)	(0.2)
Dividends paid	(12.9)	(12.3)
Other financing activities	(0.1)	0.0
Net cash used in financing activities	(73.4)	(12.5)
Net increase in cash and cash equivalents	27.8	76.7
Cash and Cash Equivalents:
Cash and cash equivalents, beginning balance	244.8	395.5
Cash and cash equivalents, ending balance	272.6	472.2
Noncash investing and financing activity:
Transportation and lease equipment purchases in accounts payable	25.2	22.0
Dividends declared but not yet paid	16.0	13.8
Cash paid during the period for:
Interest	4.2	4.2
Income taxes—net of refunds	$ 16.7	$ 1.1

XML

Consolidated Statements Shareholders' Equity - USD ($) $ in Millions	Total	Class A Common Shares	Class B Common Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2020	$ 2,055.5			$ 0.0	$ 1,552.2	$ 502.5	$ 0.8
Increase (Decrease) in Stockholders' Equity
Net income	54.8			0.0	0.0	54.8	0.0
Other comprehensive loss	(0.7)			0.0	0.0	0.0	(0.7)
Share-based compensation expense	4.5			0.0	4.5	0.0	0.0
Dividends declared per share		$ 0.07	$ 0.07
Dividends declared	(12.6)			0.0	0.0	(12.6)	0.0
Share issuances	0.1			0.0	0.1	0.0	0.0
Exercise of employee stock options	0.7			0.0	0.7	0.0	0.0
Shares withheld for employee taxes	(2.4)			0.0	(2.4)	0.0	0.0
Balance at Mar. 31, 2021	2,099.9			0.0	1,555.1	544.7	0.1
Balance at Dec. 31, 2021	2,423.8			0.0	1,566.0	857.8	0.0
Increase (Decrease) in Stockholders' Equity
Net income	92.1			0.0	0.0	92.1	0.0
Other comprehensive loss	(1.5)			0.0	0.0	0.0	(1.5)
Share-based compensation expense	5.4			0.0	5.4	0.0	0.0
Dividends declared per share		$ 0.08	$ 0.08
Dividends declared	(14.9)			0.0	0.0	(14.9)	0.0
Share issuances	0.1			0.0	0.1	0.0	0.0
Exercise of employee stock options	2.3			0.0	2.3	0.0	0.0
Shares withheld for employee taxes	(2.4)			0.0	(2.4)	0.0	0.0
Balance at Mar. 31, 2022	$ 2,504.9			$ 0.0	$ 1,571.4	$ 935.0	$ (1.5)

XML

General

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

GENERAL

Nature of Operations

Schneider National, Inc. 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.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation.

In the opinion of management, these statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented.

Property and Equipment

Gains and losses on property and equipment are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net in the consolidated statements of comprehensive income. For the three months ended March 31, 2022 and 2021, we recognized $60.9 million and $1.9 million of net gains on the sale of property and equipment, respectively. Net gains in 2022 were primarily related to the sale of the Company’s Canadian facility.

Accounting Standards Recently Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This standard requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, International Financial Reporting Standards guidance in International Accounting Standards 20 or guidance on contributions for not-for-profit entities in ASC 958-605), including information about the nature and significant terms and conditions of the transaction, as well as the amounts and specific financial statement line items affected by the transaction. ASU 2021-10 is effective for us beginning with our December 31, 2022 financial statements. The adoption of this standard did not have a material impact on our consolidated financial statements or disclosures.

XML

Business Combinations and Asset Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition

ACQUISITION

We entered into a Securities Purchase Agreement, dated December 31, 2021 (“Acquisition Date”), to acquire 100% of the outstanding equity of MLS, a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business (the “Acquisition”). MLS is a premier dedicated carrier in the central U.S. that we believe complements our growing dedicated operations.

The aggregate purchase price of the Acquisition was approximately $274.5 million inclusive of certain cash and net working capital adjustments and a deferred payment of $3.2 million made in January 2022. Proceeds from the total purchase consideration were used to settle $26.9 million of MLS’s outstanding debt as of the Acquisition Date. The purchase price is subject to certain customary purchase price adjustments.

The acquisition of MLS was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the Acquisition Date. These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of

valuation. Fair value estimates of acquired property and equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets. Key assumptions used in the transportation equipment appraisals were based on the market approach, while key assumptions used in the land, buildings and improvements, and other property and equipment appraisals were based on a combination of the income (direct capitalization) and sales comparison approaches, as appropriate.

The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload reporting segment. The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes.

Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $1.9 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2021.

The following table summarizes the preliminary purchase price allocation for MLS, including any adjustments during the measurement period:

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
Trade accounts receivable—net of allowance	$	18.6	$	(5.9)	$	12.7
Other receivables	0.9		1.4		2.3
Prepaid expenses and other current assets	1.6		—		1.6
Net property and equipment	148.9		(2.3)		146.6
Internal use software and other noncurrent assets	—		1.7		1.7
Goodwill	122.7		4.5		127.2
Total assets acquired	292.7		(0.6)		292.1
Trade accounts payable	1.8		1.8		3.6
Accrued salaries, wages, and benefits	1.7		1.0		2.7
Claims accruals—current	7.5		—		7.5
Other current liabilities	7.2		(3.7)		3.5
Other noncurrent liabilities	—		0.3		0.3
Total liabilities assumed	18.2		(0.6)		17.6
Net assets acquired	$	274.5	$	—	$	274.5

The above adjustments made during the period were primarily related to working capital, property and equipment, and leases. No material statement of comprehensive income effects were identified with these adjustments.

During the measurement period, which is up to one year from the Acquisition Date, we may continue to adjust provisional amounts that were recognized at the Acquisition Date to reflect new information about facts and circumstances that existed as of the Acquisition Date. Amounts that are still considered provisional include working capital and intangibles. We anticipate finalizing the determination of fair value by December 31, 2022.

Combined unaudited pro forma operating revenues of the Company and MLS would have been approximately $1,280.0 million during the three months ended March 31, 2021, and our earnings for that period would not have been materially different.

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Leases (Notes)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Finance Leases

LEASES

As Lessee

We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating leases and finance leases include transportation, office, yard, and warehouse equipment, in addition to truck washes. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.

Additional information related to our leases is as follows:

	Three Months Ended March 31,
(in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	8.3	$	7.8
Financing cash flows for finance leases	0.3		0.2
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	4.3	$	14.6
Finance leases	1.8		1.2

As of March 31, 2022, we had signed leases that had not yet commenced totaling $3.5 million. These leases will commence during the remainder of 2022 and have lease terms of one to seven years.

As Lessor

We finance various types of transportation-related equipment for independent third parties under lease contracts which are generally for one to three years and are accounted for as sales-type leases with fully guaranteed residual values. Our leases contain an option for the lessee to return, extend, or purchase the equipment at the end of the lease term for the guaranteed contract residual amount. This contract residual amount is estimated to approximate the fair value of the equipment. Lease payments primarily include base rentals and guaranteed residual values.

As of March 31, 2022 and December 31, 2021, investments in lease receivables were as follows:

(in millions)	March 31, 2022		December 31, 2021
Future minimum payments to be received on leases	$	194.2	$	193.9
Guaranteed residual lease values	125.4		123.3
Total minimum lease payments to be received	319.6		317.2
Unearned income	(46.7)		(46.5)
Net investment in leases	$	272.9	$	270.7

Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed. Our net investment in leases with any portion past due as of March 31, 2022 was $31.8 million, which includes both current and future lease payments.

Lease payments are generally due on a weekly basis and are classified as past due when the weekly payment is not received by its due date. As of March 31, 2022, our lease payments past due were $3.1 million.

The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.

	Three Months Ended March 31,
(in millions)	2022		2021
Revenue	$	42.3	$	58.8
Cost of goods sold	(36.0)		(50.4)
Operating profit	$	6.3	$	8.4
Interest income on lease receivable	$	8.7	$	7.3

Operating Leases

LEASES

As Lessee

We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating leases and finance leases include transportation, office, yard, and warehouse equipment, in addition to truck washes. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.

Additional information related to our leases is as follows:

	Three Months Ended March 31,
(in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	8.3	$	7.8
Financing cash flows for finance leases	0.3		0.2
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	4.3	$	14.6
Finance leases	1.8		1.2

As of March 31, 2022, we had signed leases that had not yet commenced totaling $3.5 million. These leases will commence during the remainder of 2022 and have lease terms of one to seven years.

As Lessor

We finance various types of transportation-related equipment for independent third parties under lease contracts which are generally for one to three years and are accounted for as sales-type leases with fully guaranteed residual values. Our leases contain an option for the lessee to return, extend, or purchase the equipment at the end of the lease term for the guaranteed contract residual amount. This contract residual amount is estimated to approximate the fair value of the equipment. Lease payments primarily include base rentals and guaranteed residual values.

As of March 31, 2022 and December 31, 2021, investments in lease receivables were as follows:

(in millions)	March 31, 2022		December 31, 2021
Future minimum payments to be received on leases	$	194.2	$	193.9
Guaranteed residual lease values	125.4		123.3
Total minimum lease payments to be received	319.6		317.2
Unearned income	(46.7)		(46.5)
Net investment in leases	$	272.9	$	270.7

Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed. Our net investment in leases with any portion past due as of March 31, 2022 was $31.8 million, which includes both current and future lease payments.

Lease payments are generally due on a weekly basis and are classified as past due when the weekly payment is not received by its due date. As of March 31, 2022, our lease payments past due were $3.1 million.

The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.

	Three Months Ended March 31,
(in millions)	2022		2021
Revenue	$	42.3	$	58.8
Cost of goods sold	(36.0)		(50.4)
Operating profit	$	6.3	$	8.4
Interest income on lease receivable	$	8.7	$	7.3

Sales-type Leases

LEASES

As Lessee

We lease real estate and equipment under operating and finance leases. Our real estate operating leases include operating centers, distribution warehouses, offices, and drop yards. Our non-real estate operating leases and finance leases include transportation, office, yard, and warehouse equipment, in addition to truck washes. The majority of our leases include an option to extend the lease, and a small number include an option to terminate the lease early, which may include a termination payment.

Additional information related to our leases is as follows:

	Three Months Ended March 31,
(in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	8.3	$	7.8
Financing cash flows for finance leases	0.3		0.2
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	4.3	$	14.6
Finance leases	1.8		1.2

As of March 31, 2022, we had signed leases that had not yet commenced totaling $3.5 million. These leases will commence during the remainder of 2022 and have lease terms of one to seven years.

As Lessor

We finance various types of transportation-related equipment for independent third parties under lease contracts which are generally for one to three years and are accounted for as sales-type leases with fully guaranteed residual values. Our leases contain an option for the lessee to return, extend, or purchase the equipment at the end of the lease term for the guaranteed contract residual amount. This contract residual amount is estimated to approximate the fair value of the equipment. Lease payments primarily include base rentals and guaranteed residual values.

As of March 31, 2022 and December 31, 2021, investments in lease receivables were as follows:

(in millions)	March 31, 2022		December 31, 2021
Future minimum payments to be received on leases	$	194.2	$	193.9
Guaranteed residual lease values	125.4		123.3
Total minimum lease payments to be received	319.6		317.2
Unearned income	(46.7)		(46.5)
Net investment in leases	$	272.9	$	270.7

Prior to entering a lease contract, we assess the credit quality of the potential lessee using credit checks and other relevant factors, ensuring that the inherent credit risk is consistent with our existing lease portfolio. Given our leases have fully guaranteed residual values and we can take possession of the transportation-related equipment in the event of default, we do not categorize net investment in leases by different credit quality indicators upon origination. We monitor our lease portfolio weekly by tracking amounts past due, days past due, and outstanding maintenance account balances, including performing subsequent credit checks as needed. Our net investment in leases with any portion past due as of March 31, 2022 was $31.8 million, which includes both current and future lease payments.

Lease payments are generally due on a weekly basis and are classified as past due when the weekly payment is not received by its due date. As of March 31, 2022, our lease payments past due were $3.1 million.

The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.

	Three Months Ended March 31,
(in millions)	2022		2021
Revenue	$	42.3	$	58.8
Cost of goods sold	(36.0)		(50.4)
Operating profit	$	6.3	$	8.4
Interest income on lease receivable	$	8.7	$	7.3

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Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer

REVENUE RECOGNITION

Disaggregated Revenues

The majority of our revenues are related to transportation and have similar characteristics. Beginning in 2022, MLS revenues are included within Transportation revenues, consistent with the remainder of our Truckload segment. The following table summarizes our revenues by type of service.

	Three Months Ended March 31,
Disaggregated Revenues (in millions)	2022		2021
Transportation	$	1,499.2	$	1,118.6
Logistics Management	75.7		46.5
Other	45.6		63.5
Total operating revenues	$	1,620.5	$	1,228.6

Quantitative Disclosure

The following table provides information related to transactions and expected timing of revenue recognition for performance obligations that are fixed in nature and relate to contracts with terms greater than one year as of the date shown.

Remaining Performance Obligations (in millions)	March 31, 2022
Expected to be recognized within one year
Transportation	$	17.1
Logistics Management	11.9
Expected to be recognized after one year
Transportation	37.3
Logistics Management	4.8
Total	$	71.1

This disclosure does not include revenue related to performance obligations that are part of a contract with an original expected duration of one year or less, nor does it include expected consideration related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice (e.g., usage-based pricing terms).

The following table provides information related to contract balances associated with our contracts with customers as of the dates shown.

Contract Balances (in millions)	March 31, 2022		December 31, 2021
Other current assets—Contract assets	$	44.5	$	33.8
Other current liabilities—Contract liabilities	3.1		3.2

We generally receive payment within 40 days of completion of performance obligations. Contract assets in the table above relate to revenue in transit at the end of the reporting period. Contract liabilities relate to amounts that customers paid in advance of the associated services.

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Fair Value

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value

FAIR VALUE

Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability. Inputs to valuation techniques used to measure fair value fall into three broad levels (Levels 1, 2, and 3) as follows:

Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities.

Level 3—Unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820.

		Fair Value
(in millions)	Level in Fair  Value Hierarchy	March 31, 2022		December 31, 2021
Equity investment in TuSimple (1)	1	$	4.3	$	12.7
Marketable securities (2)	2	48.5		49.3

(1)Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on the NASDAQ. See Note 6, Investments, for additional information.

(2)Marketable securities are classified as Level 2 in the fair value hierarchy as they are valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active. See Note 6, Investments, for additional information.

The fair value of the Company’s debt was $206.2 million and $276.7 million as of March 31, 2022 and December 31, 2021, respectively. The carrying value of the Company’s debt was $205.0 million and $265.0 million as of March 31, 2022 and December 31, 2021, respectively. The fair value of our debt was calculated using a fixed rate debt portfolio with similar terms and maturities, which is based on the borrowing rates available to us in the applicable year. This valuation used Level 2 inputs.

The recorded values of cash, trade accounts receivable, lease receivables, and trade accounts payable approximate fair values.

As part of the acquisition of MLS on December 31, 2021, certain assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Refer to Note 2, Acquisition, for further details.

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Investments

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investments

INVESTMENTS

Marketable Securities

Our marketable securities are classified as available-for-sale and carried at fair value in current assets on the consolidated balance sheets. While our intent is to hold our securities to maturity, sudden changes in the market or our liquidity needs may cause us to sell certain securities in advance of their maturity date.

Any unrealized gains and losses, net of tax, are included as a component of accumulated other comprehensive income on the consolidated balance sheets, unless we determine that the amortized cost basis is not recoverable. If we determine that the amortized cost basis of the impaired security is not recoverable, we recognize the credit loss by increasing the allowance for those losses. We did not have an allowance for credit losses on our marketable securities as of March 31, 2022 or December 31, 2021. Cost basis is determined using the specific identification method.

The following table presents the maturities and values of our marketable securities as of the dates shown.

	March 31, 2022					December 31, 2021
(in millions, except maturities in months)	Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. treasury and government agencies	20 to 107	$	19.9	$	18.6	$	19.9	$	19.6
Corporate debt securities	1 to 66	19.1		18.5		20.3		20.4
State and municipal bonds	10 to 120	11.6		11.4		9.1		9.3
Total marketable securities		$	50.6	$	48.5	$	49.3	$	49.3

Equity Investments without Readily Determinable Fair Values

The Company’s strategic equity investments without readily determinable fair values include PSI, a provider of telematics and fleet management tools, MLSI, a transportation technology development company, and ChemDirect, a business to business digital marketplace for the chemical industry. These investments are being accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative, and their combined values as of March 31, 2022 and December 31, 2021 were $40.2 million and $36.2 million, respectively. If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred using Level 3 inputs.

As of March 31, 2022, our cumulative upward adjustments were $26.2 million. The following table summarizes the activity related to these equity investments during the periods presented.

	Three Months Ended March 31,
(in millions)	2022		2021
Investment in equity securities	$	4.0	$	—

Equity Investments with Readily Determinable Fair Values

In 2021, the Company purchased a $5.0 million non-controlling interest in TuSimple, a global self-driving technology company. Upon completion of its initial public offering in April 2021, our investment in TuSimple was converted into Class A common shares and is now being accounted for under ASC 321, Investments - Equity Securities. In the three months ended March 31, 2022, the Company recognized a pre-tax loss of $8.4 million on its investment in TuSimple. See Note 5, Fair Value, for additional information on the fair value of our investment in TuSimple.

All of our equity investments are included in other noncurrent assets on the consolidated balance sheets with subsequent gains or losses recognized within other expense—net on the consolidated statements of comprehensive income.

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Goodwill

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Disclosure

GOODWILL

Goodwill represents the excess of the purchase price of acquisitions over the fair value of the identifiable net assets acquired. The following table shows changes to our goodwill balances by segment during the period ended March 31, 2022.

(in millions)	Truckload		Logistics		Total
Balance at December 31, 2021	$	226.3	$	14.2	$	240.5
Acquisition adjustments (see Note 2)	4.5		—		4.5
Balance at March 31, 2022	$	230.8	$	14.2	$	245.0

At March 31, 2022 and December 31, 2021, we had accumulated goodwill impairment charges of $53.2 million, which consisted of $34.6 million and $18.6 million in our Truckload segment and Other, respectively.

During the period ended March 31, 2022, we made measurement period adjustments related to the December 31, 2021 acquisition of MLS which were recorded within the Truckload segment. Refer to Note 2, Acquisition, for further details.

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Debt and Credit Facilities

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt and Credit Facilities

DEBT AND CREDIT FACILITIES

As of March 31, 2022 and December 31, 2021, debt included the following:

(in millions)	March 31, 2022		December 31, 2021
Unsecured senior notes: principal maturities ranging from 2023 through 2025; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.80% and 3.61% for 2022 and 2021, respectively	$	205.0	$	265.0
Current maturities	—		(60.0)
Long-term debt	$	205.0	$	205.0

Our Credit Agreement (the “2018 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an increase in total commitment up to $150.0 million, for a total potential commitment of $400.0 million through August 2023. The agreement also provides a sublimit of $100.0 million to be used for the issuance of letters of credit. We had no outstanding borrowings under this agreement as of March 31, 2022 or December 31, 2021. Standby letters of credit under this agreement amounted to $3.9 million at March 31, 2022 and December 31, 2021 and were primarily related to the requirements of certain of our real estate leases.

We also have a Receivables Purchase Agreement (the “2021 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables at rates based on one-month LIBOR up to $150.0 million and provides for the issuance of standby letters of credit through July 2024. We had no outstanding borrowings under this facility at March 31, 2022 or December 31, 2021. At March 31, 2022 and December 31, 2021, standby letters of credit under this agreement amounted to $73.3 million and $70.3 million, respectively, and were primarily related to the requirements of certain of our insurance obligations.

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Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXESOur effective income tax rate was 25.4% and 24.7% for the three months ended March 31, 2022 and 2021, respectively. In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, and best estimates of nontaxable and nondeductible income and expense items.

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Common Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Common Equity

COMMON EQUITY

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021, respectively.

	Three Months Ended March 31,
(in millions, except per share data)	2022		2021
Numerator:
Net income available to common shareholders	$	92.1	$	54.8
Denominator:
Weighted average common shares outstanding	177.7		177.4
Dilutive effect of share-based awards and options outstanding	0.8		0.4
Weighted average diluted common shares outstanding (1)	178.5		177.8
Basic earnings per common share	$	0.52	$	0.31
Diluted earnings per common share	0.52		0.31

(1)Weighted average diluted common shares outstanding may not sum due to rounding.

The calculation of diluted earnings per share excluded 0.6 million share-based awards and options that had an anti-dilutive effect for the three months ended March 31, 2022 and 2021.

Subsequent Event - Dividends Declared

In April of 2022, the Board of Directors declared a quarterly cash dividend for the second fiscal quarter of 2022 in the amount of $0.08 per share to holders of our Class A and Class B common stock. The dividend is payable to shareholders of record at the close of business on June 10, 2022 and will be paid on July 11, 2022.

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Share-based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement

SHARE-BASED COMPENSATION

We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan (“the Plan”). These awards have historically consisted of restricted shares, restricted stock units (“RSUs”), performance-based restricted shares (“performance shares”), performance-based restricted stock units (“PSUs”), and non-qualified stock options. Performance shares and PSUs granted prior to 2021 are earned based on attainment of threshold performance of earnings and return on capital targets. Beginning with grants in 2021, in addition to achievement of earnings and return on capital targets, a multiplier is applied to performance share and PSU achievement based on relative total shareholder return (“rTSR”) against peers over the performance period.

Share-based compensation expense was $5.1 million and $4.2 million for the three months ended March 31, 2022 and 2021, respectively. We recognize share-based compensation expense over the awards’ vesting period. As of March 31, 2022, we had $35.5 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 2.4 years.

Equity-based awards granted during the first quarter of 2022 had a grant date fair value of $16.5 million and are included in the table below. No restricted or performance shares were granted during the first quarter of 2022.

2022 Grants	Number of Awards Granted	Weighted Average Grant Date Fair Value
RSUs	315,184	$	25.91
PSUs	219,713	28.43
Non-qualified stock options	287,841	7.40
Total grants	822,738

The Black-Scholes valuation model is used by the Company to determine the grant date fair value of non-qualified stock options, while the Monte-Carlo valuation model is used by the Company to determine the grant date fair value of PSUs that include a rTSR component. The Company uses its stock price on the grant date as the fair value assigned to RSUs.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting our business, we become involved in certain legal matters and investigations including liability claims, taxes other than income taxes, contract disputes, employment, and other litigation matters. We accrue for anticipated costs to resolve matters that are probable and estimable. We believe the outcomes of these matters will not have a material impact on our business or our consolidated financial statements.

We record liabilities for claims against the Company based on our best estimate of expected losses. The primary claims arising for the Company through its trucking, intermodal, and logistics operations 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 excess liability insurance with licensed insurance carriers for liability in excess of amounts we self-insure, which serves to largely offset the Company’s liability associated with these claims, with the exception of wage and benefit claims for which we self-insure. We review our accruals periodically to ensure that the aggregate amounts of our accruals are appropriate at any period after consideration of available insurance coverage. Although we expect that our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results.

At March 31, 2022, our firm commitments to purchase transportation equipment totaled $408.7 million.

In March 2022, the Company recorded a $5.2 million charge as a result of an adverse audit assessment by a state jurisdiction over the applicability of sales tax for prior periods on rolling stock equipment used within that state. The charge is included

within operating supplies and expenses—net on the consolidated statements of comprehensive income for the three months ended March 31, 2022. The Company plans to appeal the audit assessment.

Subsequent Event

As previously disclosed, a representative of the former owners of WSL filed a lawsuit in the Delaware Court of Chancery alleging that we did not fulfill certain obligations under the purchase and sale agreement and claiming that the former owners of WSL were entitled to damages including an additional payment of $40.0 million under an earn-out arrangement. The Delaware Court of Chancery conducted a remote trial in January 2021. In September 2021, the Delaware Chancery Court transferred the proceedings to Delaware Superior Court to ensure there were no jurisdictional deficiencies prior to entry of a final ruling. On April 25, 2022, the Delaware Superior Court entered judgment in favor of the former owners of WSL, awarding $40.0 million in compensatory damages, plus prejudgment interest and the former owners’ attorneys’ fees. We estimate that prejudgment interest and attorneys’ fees will amount to approximately $19.0 million, for a total of $59.0 million in damages, interest, and fees. We are evaluating all options for appealing this judgment. The $59.0 million is included within other current liabilities in the consolidated balance sheets and other general expenses in the consolidated statements of comprehensive income as of and for the three months ended March 31, 2022, respectively.

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Segment Reporting

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

SEGMENT REPORTING

We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides.

As of December 31, 2021, our operating segments within the Truckload reportable segment were VTL and Bulk. The operating results of MLS, a standalone operating segment, have been aggregated into the Truckload reportable segment as of March 31, 2022 as it shares similar economic characteristics with our other Truckload operating segments and meets the other aggregation criteria described in ASC 280. VTL delivers truckload quantities over irregular routes and customer freight with dedicated contracts using dry van and specialty trailers. Bulk transports key inputs to manufacturing processes, such as specialty chemicals, using specialty trailers. MLS provides dedicated truckload services focusing primarily on freight with consistent routes.

The CODM reviews revenues for each segment without the inclusion of fuel surcharge revenues. For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses. Income from operations at the segment level reflects the measure presented to the CODM for each segment.

Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable by segment. All transactions between reportable segments are eliminated in consolidation.

Substantially all of our revenues and assets were generated or located within the U.S.

The following tables summarize our segment information. Inter-segment revenues were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $19.5 million and $18.0 million for the three months ended March 31, 2022 and 2021, respectively.

Revenues by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	548.4	$	451.7
Intermodal	302.1		255.8
Logistics	545.7		355.9
Other	85.3		98.4
Fuel surcharge	166.0		90.2
Inter-segment eliminations	(27.0)		(23.4)
Operating revenues	$	1,620.5	$	1,228.6

Income (Loss) from Operations by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	119.4	$	38.3
Intermodal	38.9		20.0
Logistics	41.9		15.9
Other	(65.1)		2.0
Income from operations	$	135.1	$	76.2

Depreciation and Amortization by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	57.1	$	52.6
Intermodal	13.7		11.5
Logistics	—		—
Other	13.0		9.0
Depreciation and amortization	$	83.8	$	73.1

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General (Policies)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Nature of OperationsSchneider National, Inc. 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.

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these consolidated financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Financial results for an interim period are not necessarily indicative of the results for a full year. All intercompany transactions have been eliminated in consolidation.

In the opinion of management, these statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented.

Property and Equipment

Property and Equipment

Gains and losses on property and equipment are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net in the consolidated statements of comprehensive income. For the three months ended March 31, 2022 and 2021, we recognized $60.9 million and $1.9 million of net gains on the sale of property and equipment, respectively. Net gains in 2022 were primarily related to the sale of the Company’s Canadian facility.

Accounting Standards Recently Adopted

Accounting Standards Recently AdoptedIn November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This standard requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, International Financial Reporting Standards guidance in International Accounting Standards 20 or guidance on contributions for not-for-profit entities in ASC 958-605), including information about the nature and significant terms and conditions of the transaction, as well as the amounts and specific financial statement line items affected by the transaction. ASU 2021-10 is effective for us beginning with our December 31, 2022 financial statements. The adoption of this standard did not have a material impact on our consolidated financial statements or disclosures.

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Business Combinations and Asset Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary purchase price allocation for MLS, including any adjustments during the measurement period:

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
Trade accounts receivable—net of allowance	$	18.6	$	(5.9)	$	12.7
Other receivables	0.9		1.4		2.3
Prepaid expenses and other current assets	1.6		—		1.6
Net property and equipment	148.9		(2.3)		146.6
Internal use software and other noncurrent assets	—		1.7		1.7
Goodwill	122.7		4.5		127.2
Total assets acquired	292.7		(0.6)		292.1
Trade accounts payable	1.8		1.8		3.6
Accrued salaries, wages, and benefits	1.7		1.0		2.7
Claims accruals—current	7.5		—		7.5
Other current liabilities	7.2		(3.7)		3.5
Other noncurrent liabilities	—		0.3		0.3
Total liabilities assumed	18.2		(0.6)		17.6
Net assets acquired	$	274.5	$	—	$	274.5

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Lease Information

Additional information related to our leases is as follows:

	Three Months Ended March 31,
(in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	8.3	$	7.8
Financing cash flows for finance leases	0.3		0.2
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	4.3	$	14.6
Finance leases	1.8		1.2

Schedule of Investment In Lease Receivables

As of March 31, 2022 and December 31, 2021, investments in lease receivables were as follows:

(in millions)	March 31, 2022		December 31, 2021
Future minimum payments to be received on leases	$	194.2	$	193.9
Guaranteed residual lease values	125.4		123.3
Total minimum lease payments to be received	319.6		317.2
Unearned income	(46.7)		(46.5)
Net investment in leases	$	272.9	$	270.7

Schedule of Sales-type Lease Income

The table below provides additional information on our sales-type leases. Revenue and cost of goods sold are recorded in operating revenues and operating supplies and expenses—net in the consolidated statements of comprehensive income, respectively.

	Three Months Ended March 31,
(in millions)	2022		2021
Revenue	$	42.3	$	58.8
Cost of goods sold	(36.0)		(50.4)
Operating profit	$	6.3	$	8.4
Interest income on lease receivable	$	8.7	$	7.3

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table summarizes our revenues by type of service.

	Three Months Ended March 31,
Disaggregated Revenues (in millions)	2022		2021
Transportation	$	1,499.2	$	1,118.6
Logistics Management	75.7		46.5
Other	45.6		63.5
Total operating revenues	$	1,620.5	$	1,228.6

Remaining Performance Obligations

The following table provides information related to transactions and expected timing of revenue recognition for performance obligations that are fixed in nature and relate to contracts with terms greater than one year as of the date shown.

Remaining Performance Obligations (in millions)	March 31, 2022
Expected to be recognized within one year
Transportation	$	17.1
Logistics Management	11.9
Expected to be recognized after one year
Transportation	37.3
Logistics Management	4.8
Total	$	71.1

Contract Balances

The following table provides information related to contract balances associated with our contracts with customers as of the dates shown.

Contract Balances (in millions)	March 31, 2022		December 31, 2021
Other current assets—Contract assets	$	44.5	$	33.8
Other current liabilities—Contract liabilities	3.1		3.2

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Assets Measured on Recurring Basis

The table below sets forth the Company’s financial assets that are measured at fair value on a recurring, monthly basis in accordance with ASC 820.

		Fair Value
(in millions)	Level in Fair  Value Hierarchy	March 31, 2022		December 31, 2021
Equity investment in TuSimple (1)	1	$	4.3	$	12.7
Marketable securities (2)	2	48.5		49.3

(1)Our equity investment in TuSimple is classified as Level 1 in the fair value hierarchy as shares of TuSimple’s Class A common stock are traded on the NASDAQ. See Note 6, Investments, for additional information.

(2)Marketable securities are classified as Level 2 in the fair value hierarchy as they are valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active. See Note 6, Investments, for additional information.

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Investments (Tables)

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Marketable Securities

The following table presents the maturities and values of our marketable securities as of the dates shown.

	March 31, 2022					December 31, 2021
(in millions, except maturities in months)	Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. treasury and government agencies	20 to 107	$	19.9	$	18.6	$	19.9	$	19.6
Corporate debt securities	1 to 66	19.1		18.5		20.3		20.4
State and municipal bonds	10 to 120	11.6		11.4		9.1		9.3
Total marketable securities		$	50.6	$	48.5	$	49.3	$	49.3

Equity Investments without Readily Determinable Fair Values

As of March 31, 2022, our cumulative upward adjustments were $26.2 million. The following table summarizes the activity related to these equity investments during the periods presented.

	Three Months Ended March 31,
(in millions)	2022		2021
Investment in equity securities	$	4.0	$	—

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The following table shows changes to our goodwill balances by segment during the period ended March 31, 2022.

(in millions)	Truckload		Logistics		Total
Balance at December 31, 2021	$	226.3	$	14.2	$	240.5
Acquisition adjustments (see Note 2)	4.5		—		4.5
Balance at March 31, 2022	$	230.8	$	14.2	$	245.0

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Debt and Credit Facilities (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Summary of Debt

As of March 31, 2022 and December 31, 2021, debt included the following:

(in millions)	March 31, 2022		December 31, 2021
Unsecured senior notes: principal maturities ranging from 2023 through 2025; interest payable in semiannual installments through the same timeframe; weighted average interest rate of 3.80% and 3.61% for 2022 and 2021, respectively	$	205.0	$	265.0
Current maturities	—		(60.0)
Long-term debt	$	205.0	$	205.0

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Common Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Calculation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021, respectively.

	Three Months Ended March 31,
(in millions, except per share data)	2022		2021
Numerator:
Net income available to common shareholders	$	92.1	$	54.8
Denominator:
Weighted average common shares outstanding	177.7		177.4
Dilutive effect of share-based awards and options outstanding	0.8		0.4
Weighted average diluted common shares outstanding (1)	178.5		177.8
Basic earnings per common share	$	0.52	$	0.31
Diluted earnings per common share	0.52		0.31

(1)Weighted average diluted common shares outstanding may not sum due to rounding.

The calculation of diluted earnings per share excluded 0.6 million share-based awards and options that had an anti-dilutive effect for the three months ended March 31, 2022 and 2021.

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Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Compensation Grant Activity

Equity-based awards granted during the first quarter of 2022 had a grant date fair value of $16.5 million and are included in the table below. No restricted or performance shares were granted during the first quarter of 2022.

2022 Grants	Number of Awards Granted	Weighted Average Grant Date Fair Value
RSUs	315,184	$	25.91
PSUs	219,713	28.43
Non-qualified stock options	287,841	7.40
Total grants	822,738

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Summary of Segment Reporting Information

The following tables summarize our segment information. Inter-segment revenues were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Inter-segment revenues included in Other revenues below were $19.5 million and $18.0 million for the three months ended March 31, 2022 and 2021, respectively.

Revenues by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	548.4	$	451.7
Intermodal	302.1		255.8
Logistics	545.7		355.9
Other	85.3		98.4
Fuel surcharge	166.0		90.2
Inter-segment eliminations	(27.0)		(23.4)
Operating revenues	$	1,620.5	$	1,228.6

Income (Loss) from Operations by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	119.4	$	38.3
Intermodal	38.9		20.0
Logistics	41.9		15.9
Other	(65.1)		2.0
Income from operations	$	135.1	$	76.2

Depreciation and Amortization by Segment	Three Months Ended March 31,
(in millions)	2022		2021
Truckload	$	57.1	$	52.6
Intermodal	13.7		11.5
Logistics	—		—
Other	13.0		9.0
Depreciation and amortization	$	83.8	$	73.1

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General (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Gains on sales of property and equipment—net	$ 60.9	$ 1.9

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Business Combinations and Asset Acquisitions- Acquisition Details (Details) - Midwest Logistics Systems (MLS)	12 Months Ended
	Dec. 31, 2021
Business Acquisition
Date of acquisition	Dec. 31, 2021
Percentage of business acquired	100.00%

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Business Combinations and Assets Acquisitions- Consideration Transferred (Details) - Midwest Logistics Systems (MLS) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition
Fair value of consideration transferred	$ 274.5
Deferred cash consideration
Business Acquisition
Fair value of consideration transferred	3.2
Consideration for Debt Payments
Business Acquisition
Fair value of consideration transferred	$ 26.9

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Business Combinations and Asset Acquisitions- Acquisition-Related Costs (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Midwest Logistics Systems (MLS)
Business Acquisition
Acquisition-related costs	$ 1.9

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Business Combinations and Asset Acquisitions- Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition
Goodwill	$ 245.0	$ 240.5
Midwest Logistics Systems (MLS)
Business Acquisition
Trade accounts receivable-net of allowance	12.7	18.6
Other receivables	2.3	0.9
Prepaid expenses and other current assets	1.6	1.6
Net property and equipment	146.6	148.9
Internal use software and other noncurrent assets	1.7	0.0
Goodwill	127.2	122.7
Total assets acquired	292.1	292.7
Trade accounts payable	3.6	1.8
Accrued salaries, wages, and benefits	2.7	1.7
Claims accruals-current	7.5	7.5
Other current liabilities	3.5	7.2
Other noncurrent liabilities	0.3	0.0
Total liabilities assumed	17.6	18.2
Net asses acquired	274.5	$ 274.5
Midwest Logistics Systems (MLS) | Purchase price adjustments
Business Acquisition
Trade accounts receivable-net of allowance	(5.9)
Other receivables	1.4
Prepaid expenses and other current assets	0.0
Net property and equipment	(2.3)
Internal use software and other noncurrent assets	1.7
Goodwill	4.5
Total assets acquired	(0.6)
Trade accounts payable	1.8
Accrued salaries, wages, and benefits	1.0
Claims accruals-current	0.0
Other current liabilities	(3.7)
Other noncurrent liabilities	0.3
Total liabilities assumed	(0.6)
Net asses acquired	$ 0.0

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Business Combinations and Asset Acquisitions- Pro Forma Disclosures (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Midwest Logistics Systems (MLS)
Business Acquisition
Pro forma operating revenues	$ 1,280.0

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Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Leases - Lessee
Leases not yet commenced	$ 3.5
Leases - Lessor
Lease payments	319.6	$ 317.2
Past due
Leases - Lessor
Lease payments	3.1
Past Due
Leases - Lessor
Net investment in leases	$ 31.8
Minimum
Leases - Lessee
Lease terms of leases not yet commenced	1 year
Leases - Lessor
Terms of sales-type lease	1 year
Maximum
Leases - Lessee
Lease terms of leases not yet commenced	7 years
Leases - Lessor
Terms of sales-type lease	3 years

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Leases - Schedule of Lease Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating cash flows for operating leases	$ 8.3	$ 7.8
Financing cash flows for finance leases	0.3	0.2
Right-of-use assets obtained in exchange for new operating lease liability	4.3	14.6
Right-of-use assets obtained in exchange for new finance lease liability	$ 1.8	$ 1.2

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Leases - Summary of Investment in Lease Receivables (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Future minimum payments to be received on leases	$ 194.2	$ 193.9
Guaranteed residual lease values	125.4	123.3
Total minimum lease payments to be received	319.6	317.2
Unearned income	(46.7)	(46.5)
Net investment in leases	$ 272.9	$ 270.7

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Leases - Schedule of Sales-type Lease Income (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Revenue	$ 42.3	$ 58.8
Cost of goods sold	(36.0)	(50.4)
Operating profit	6.3	8.4
Interest income on lease receivable	$ 8.7	$ 7.3

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue
Operating revenues	$ 1,620.5	$ 1,228.6
Transportation
Disaggregation of Revenue
Operating revenues	1,499.2	1,118.6
Logistics Management
Disaggregation of Revenue
Operating revenues	75.7	46.5
Other
Disaggregation of Revenue
Operating revenues	$ 45.6	$ 63.5

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Revenue Recognition - Revenue Remaining Performance Obligation (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining Performance Obligation	$ 71.1
Expected to be recognized within one year | Transportation
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining Performance Obligation	17.1
Expected to be recognized within one year | Logistics Management
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining Performance Obligation	11.9
Expected to be recognized after one year | Transportation
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining Performance Obligation	37.3
Expected to be recognized after one year | Logistics Management
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining Performance Obligation	$ 4.8

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Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 44.5	$ 33.8
Contract liabilities	$ 3.1	$ 3.2

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Revenue Recognition- Additional Information (Details)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Timing of payment after completion of performance obligations	40 days

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Fair Value - Recurring Fair Value Measurements (Details) - Recurring fair value measurements - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Level 1 inputs
Fair Value, Assets Measured on Recurring Basis
Fair value of equity investment in TuSimple	$ 4.3	$ 12.7
Level 2 inputs
Fair Value, Assets Measured on Recurring Basis
Fair value of marketable securities	$ 48.5	$ 49.3

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Fair Value - Debt Portfolio (Details) - Unsecured Senior Notes - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument
Total principal outstanding	$ 205.0	$ 265.0
Level 2 inputs
Debt Instrument
Fair value of debt	$ 206.2	$ 276.7

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Investments - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Credit loss allowance	$ 0.0	$ 0.0
Value of investments without readily determinable fair values	$ 40.2	$ 36.2

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Investments - Schedule of Marketable Securities (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Available for Sale Debt Securities
Amortized cost	$ 50.6	$ 49.3
US treasury and government agencies
Available for Sale Debt Securities
Amortized cost	19.9	19.9
Corporate debt securities
Available for Sale Debt Securities
Amortized cost	19.1	20.3
State and municipal bonds
Available for Sale Debt Securities
Amortized cost	11.6	9.1
Current asset
Available for Sale Debt Securities
Fair value	48.5	49.3
Current asset | US treasury and government agencies
Available for Sale Debt Securities
Fair value	18.6	19.6
Current asset | Corporate debt securities
Available for Sale Debt Securities
Fair value	18.5	20.4
Current asset | State and municipal bonds
Available for Sale Debt Securities
Fair value	$ 11.4	$ 9.3
Minimum | US treasury and government agencies
Available for Sale Debt Securities
Maturity date	Nov. 30, 2023
Minimum | Corporate debt securities
Available for Sale Debt Securities
Maturity date	Apr. 08, 2022
Minimum | State and municipal bonds
Available for Sale Debt Securities
Maturity date	Jan. 01, 2023
Maximum | US treasury and government agencies
Available for Sale Debt Securities
Maturity date	Feb. 15, 2031
Maximum | Corporate debt securities
Available for Sale Debt Securities
Maturity date	Sep. 19, 2027
Maximum | State and municipal bonds
Available for Sale Debt Securities
Maturity date	Mar. 01, 2032

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Investments - Equity Investments without Readily Determinable Fair Values (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other Investments
Investment in equity security	$ 4.0	$ 0.0
Cumulative upward adjustments	$ 26.2

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Investments - Investment in TuSimple (Details) - TuSimple - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Jan. 12, 2021
Other Investments
Loss on investment	$ 8.4
Investment in equity security		$ 5.0

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Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill
Beginning balance	$ 240.5
Acquisition adjustments	4.5
Ending balance	245.0
Truckload
Goodwill
Beginning balance	226.3
Acquisition adjustments	4.5
Ending balance	230.8
Logistics
Goodwill
Beginning balance	14.2
Acquisition adjustments	0.0
Ending balance	$ 14.2

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Goodwill - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Goodwill
Accumulated goodwill impairment charge	$ 53.2	$ 53.2
Truckload
Goodwill
Accumulated goodwill impairment charge	34.6	34.6
Other
Goodwill
Accumulated goodwill impairment charge	$ 18.6	$ 18.6

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Debt and Credit Facilities - Summary of Debt (Details) - Unsecured Senior Notes - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument
Frequency of payments	semiannual
Weighted-average interest rate	3.80%	3.61%
Total principal outstanding	$ 205.0	$ 265.0
Current maturities	0.0	(60.0)
Long-term debt	$ 205.0	$ 205.0
Minimum
Debt Instrument
Maturity year	2023
Maximum
Debt Instrument
Maturity year	2025

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Debt and Credit Facilities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Credit Facility
Debt Instrument
Current borrowing capacity	$ 250.0
Potential increase amount	150.0
Maximum borrowing capacity	$ 400.0
Expiration date	Aug. 06, 2023
Outstanding borrowings	$ 0.0	$ 0.0
Credit Facility | Standby Letters of Credit
Debt Instrument
Maximum borrowing capacity	100.0
Standby letters of credit	3.9	3.9
Receivables Purchase Agreement
Debt Instrument
Maximum borrowing capacity	$ 150.0
Expiration date	Jul. 30, 2024
Outstanding borrowings	$ 0.0	0.0
Receivables Purchase Agreement | Standby Letters of Credit
Debt Instrument
Standby letters of credit	$ 73.3	$ 70.3

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Income Taxes - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	25.40%	24.70%

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Common Equity - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Basic earnings per common share
Net income available to common shareholders	$ 92.1	$ 54.8
Weighted average common shares outstanding	177.7	177.4
Diluted earnings per common share
Dilutive effect of share-based awards and options outstanding	0.8	0.4
Weighted average diluted shares outstanding	178.5	177.8
Basic earnings per share	$ 0.52	$ 0.31
Diluted earnings per share	$ 0.52	$ 0.31

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Common Equity - Additional Information (Details) - $ / shares shares in Millions		3 Months Ended
	Apr. 25, 2022	Mar. 31, 2022	Mar. 31, 2021
Class of Stock
Anti-dilutive share-based awards and options excluded from computation of diluted earnings per share		0.6	0.6
Class A Common Shares
Class of Stock
Dividends declared per share		$ 0.08	$ 0.07
Class A Common Shares | Subsequent Event | Quarterly Dividend Declared
Class of Stock
Dividends declared per share	$ 0.08
Class B Common Stock
Class of Stock
Dividends declared per share		$ 0.08	$ 0.07
Class B Common Stock | Subsequent Event | Quarterly Dividend Declared
Class of Stock
Dividends declared per share	$ 0.08

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Share-based Compensation - Grants (Details) - 2017 Omnibus Incentive Plan $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award
Number of units grants	822,738
Grant date fair value | $	$ 16.5
Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award
Number of units grants	315,184
Weighted average grant date fair value, units | $ / shares	$ 25.91
Performance Share Units
Share-based Compensation Arrangement by Share-based Payment Award
Number of units grants	219,713
Weighted average grant date fair value, units | $ / shares	$ 28.43
Non-Qualified Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Number of options granted	287,841
Weighted average grant date fair value, options | $ / shares	$ 7.40

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Share-based Compensation - Additional Information (Details) - 2017 Omnibus Incentive Plan - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award
Share-based compensation expense	$ 5.1	$ 4.2
Pre-tax unrecognized compensation cost	$ 35.5
Unrecognized compensation cost, period for recognition	2 years 4 months 24 days

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Commitments and Contingencies - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Commitments to purchase transportation equipment	$ 408.7
Loss Contingencies
Loss contingency expense	5.2
WSL
Loss Contingencies
Loss contingency damages sought	40.0
Loss contingency damages awarded	40.0
Litigation settlement expense	19.0
Loss contingency expense	59.0
Loss contingency accrual	$ 59.0

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Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) Segment	Mar. 31, 2021 USD ($)
Segment Reporting Information
Number of reportable segments | Segment	3
Operating revenues	$ 1,620.5	$ 1,228.6
Other
Segment Reporting Information
Operating revenues	85.3	98.4
Other | Other Insurance
Segment Reporting Information
Operating revenues	$ 19.5	$ 18.0

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Segment Reporting - Revenue by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information
Operating revenues	$ 1,620.5	$ 1,228.6
Intersegment Eliminations
Segment Reporting Information
Operating revenues	(27.0)	(23.4)
Truckload
Segment Reporting Information
Revenues (excluding fuel charge by segment)	548.4	451.7
Intermodal
Segment Reporting Information
Revenues (excluding fuel charge by segment)	302.1	255.8
Logistics
Segment Reporting Information
Revenues (excluding fuel charge by segment)	545.7	355.9
Other
Segment Reporting Information
Operating revenues	85.3	98.4
Fuel Surcharge
Segment Reporting Information
Operating revenues	$ 166.0	$ 90.2

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Segment Reporting - Income From Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information
Income from operations	$ 135.1	$ 76.2
Truckload
Segment Reporting Information
Income from operations	119.4	38.3
Intermodal
Segment Reporting Information
Income from operations	38.9	20.0
Logistics
Segment Reporting Information
Income from operations	41.9	15.9
Other
Segment Reporting Information
Income from operations	$ (65.1)	$ 2.0

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Segment Reporting - Depreciation and Amortization Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information
Depreciation and amortization	$ 83.8	$ 73.1
Truckload
Segment Reporting Information
Depreciation and amortization	57.1	52.6
Intermodal
Segment Reporting Information
Depreciation and amortization	13.7	11.5
Logistics
Segment Reporting Information
Depreciation and amortization	0.0	0.0
Other
Segment Reporting Information
Depreciation and amortization	$ 13.0	$ 9.0