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美国

证券交易委员会

华盛顿特区20549

_________________________________________________________________________________________________________________________________________________________

表格10-Q

_________________________________________________________________________________________________________________________________________________________

☒    根据1934年证券交易法第13或15(d)节的季度报告

截至季度结束日期的财务报告2024年9月30日

或者

☐    根据1934年证券交易法第13或15(d)节的转型报告书

过渡期从                    至                    

委托文件编号：001-39866001-35007

_________________________________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

 knight-swift transportation holdings股份有限公司

(根据其章程规定的注册人准确名称)

___________________________________________________________________________________________________________________

特拉华州						20-5589597
（设立或组织的其他管辖区域）						（纳税人识别号码）

2002 West Wahalla Lane

凤凰城, Arizona 85027

（总部地址及邮政编码）

(602) 269-2000

（注册人的电话号码，包括区号）

无数据

（前名称、地址及财政年度，如果自上次报告以来有更改）

根据1934年证券交易法第12(b)条注册的证券:

每一类的名称

交易标志

在其上注册的交易所的名称

普通股票每股0.01美元面值

KNX

请使用moomoo账号登录查看New York Stock Exchange

_________________________________________________________________________________________________________________________________________________________

请勾选表示登记者是否：(1) 在过去12个月(或登记者需要提交这些报告的较短期间)内已提交《1934年证券交易所法》第13或第15(d)条所要求提交的所有报告，和(2)在过去90天内一直遵守这些申报要求。是  ☒    否  ☐

请用复选标记指示，报名者在过去的12个月内（或者报名者需要提交这些文件的更短时期内），是否根据《规则405》的规定（本章第232.405条）递交了应递交的每个互动数据文件。是  ☒    否  ☐

请在以下空格内打勾，表示公司是大型加速审核注册处理者、加速审核注册处理者、非加速审核注册处理者、小型报告公司或新兴成长型公司。详见《证券交易法》规则120亿.2中的“大型加速审核注册处理者”、“加速审核注册处理者”、“小型报告公司”和“新兴成长型公司”的定义。

大型加速存取器

☒

快速提交者

☐

非加速申报人

☐

较小报告公司

☐

新兴成长公司

☐

如果是新兴成长型公司，请通过勾选表示公司选择放弃使用依据《证券交易法》第13(a)节规定提供的任何新的或修改后的财务会计准则的延长过渡期来符合该规定的计划。☐

请在勾选框中标注是否注册者为壳公司（如《交易所法》120亿.2的定义）。是☐无☒ 

Total161,893,000 截至2024年10月23日，注册人普通股的流通股为

---

术语表

Knight-Swift Transportation控股有限公司。

10-Q表格季度报告
目录
第一部分财务信息			页码
项目1：基本报表			4
未经审计的汇总资产负债表 —— 2024年9月30日和2023年12月31日			4
未经审计的综合收益表 —— 截至本季度和年度至今 九月 30, 2024 年度综合损益简明合并财务报表3			5
未经审计的简明综合现金流量表 — 截至2024年9月30日的季度和年度			6
未经审计的简明综合股东权益报表 — 截至2024年9月30日的季度和年度			8
附注1 — 简介和报表编制基础			10
附注2 — 最近发行的会计准则			11
附注3 — 收购			11
注释4 — 所得税			14
注释5 — 应收账款证券化			15
注释6 — 债务和融资			16
注释7 — 定期养老金计划			18
注释8 — 采购承诺			18
注释9 — 待处理事项和法律诉讼			19
注释10 — 分享回购计划			19
注释11 — 加权平均发行股份数量			20
附注12 — 公允价值衡量			21
注13 — 关联方交易			23
附注14 — 按业务和地理分析的财务信息			24
项目2：管理层对财务控件及运营结果的讨论与分析			25
项目 3. 关于市场风险的定量和定性披露			58
项目4. 控制与程序			59
第二部分 其他信息
项目1. 法律诉讼			60
项目1A ：风险因素			60
项目 2. 未注册的股权销售及资金用途			60
项目 3. 高级有价证券的违约			60
第4项矿业安全披露。			60
第5项其他信息。			60
项目 6. 陈列品和契约款项(第6页)			61
签名			62

2

---

目录

Knight-Swift Transportation控股有限公司。

术语表
以下术语表定义了本季度报告Form 10-Q中使用的某些首字母缩略词和术语。这些首字母缩略词和术语是针对我们公司特定的，通常在我们的行业中使用的，或者在我们的文件中经常使用的。
术语			定义
knight-swift transportation/本公司/管理层/我们/我们的			除非另有说明或情境另有要求，这些术语代表knight-swift transportation控股公司及其子公司。
2017年合并			2017年9月8日，Knight Transportation，Inc.及其子公司和Swift Transportation Company及其子公司进行了合并，据此我们成为Knight-Swift Transportation Holdings Inc。
2021年债务协议			公司于2021年9月3日签订的无担保信贷协议，包括以下定义的2021年循环信贷和2021年贷款
2021年保诚票据			ACt于2021年9月3日与不相关金融实体签订的第三次修订和重述的票据购买和私人上架协议
2021年循环贷款			在2021年债务协议项下的循环信贷额度，将于2026年9月3日到期
2021年贷款			公司在2021年债务协议项下的贷款，合计包括2021年贷款A-1、2021年贷款A-2和2021年贷款A-3
2021年A-1期贷款			公司2021年负债协议下的期贷款，于2022年12月3日到期
2021年A-2期贷款			公司2021年负债协议下的期贷款，原定于2026年9月3日到期，已由2024年修正协议修订
2021年A-3期贷款			公司2021年负债协议下的期贷款，原定于2026年9月3日到期
2023年期贷款			公司于2023年6月22日签署的期贷款，将于2026年9月3日到期
2022年RSA			第六次修订的应收账款转让协议，由Swift Receivables Company II，LLC于2022年10月3日与无关的金融实体签订
2023年RSA			第七次修订的应收账款转让协议，由Swift Receivables Company II，LLC于2023年10月23日与无关的金融实体签订
2024修正案			公司2021年债务协议的第一项修正案，于2024年8月6日签订
法案			AAA Cooper Transportation及其关联实体
ACt 收购			公司于2021年7月5日收购了ACt全部证券的100%
年度报告			10-K表格的年度报告
ASC			会计准则编码
会计准则更新			会计准则更新
董事会			Knight-Swift's Board of Directors
BSBY			Bloomberg Short-Term Bank Yield Index
DHE			The non-union regional LTL division of Dependable Highway Express, Inc.
DHE Acquisition			The acquisition by one of the Company's wholly owned subsidiaries of the operating assets and assumption of certain liabilities of DHE on July 30, 2024
每股收益			每股收益
ESPP			Knight-Swift Transportation Holdings Inc.修改和重新规定了2012年员工股票购买计划
通用会计原则(GAAP)			美国通用会计准则
美国国家税务局（“IRS”）			国内税收局
NYSE			请使用moomoo账号登录查看New York Stock Exchange
LTL			Less-than-truckload
MME			MME公司及其子公司midwest motor express公司。
季度报告			第10-Q表的季度报告
每个 RSU 表示有权获得一股公司普通股或者相同价值的股票，公司有自主选择权。在董事会职务退休当天，RSU 将产生效力，只要任职时间至少为两年。该公司根据其限制性股票计划授予了 RSU。			受限制股票单位
SEC			美国证券交易所委员会
SOFR			由纽约联邦储备银行管理的隔夜担保融资利率
美国			美利坚合众国
美国速递			美国速递企业及其子公司
美国速递收购			公司于2023年7月1日收购了美国速递100%的证券
UTXL			UTXL企业，Inc.

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Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

PART I FINANCIAL INFORMATION

ITEM 1.			FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (Unaudited)

			September 30, 2024						December 31, 2023
			(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents			$	166,348					$	168,545
Cash and cash equivalents – restricted			150,870						297,275
Restricted investments, held-to-maturity, amortized cost			—						530
Trade receivables, net of allowance for doubtful accounts of $39,298 and $39,458, respectively			835,248						888,603
Contract balance – revenue in transit			11,056						12,246
Prepaid expenses			114,793						148,696
Assets held for sale			74,787						83,366
Income tax receivable			46,191						65,815
Other current assets			38,330						43,939
Total current assets			1,437,623						1,709,015
Gross property and equipment			7,081,485						6,720,610
Less: accumulated depreciation and amortization			(2,322,511)						(2,104,211)
Property and equipment, net			4,758,974						4,616,399
Operating lease right-of-use-assets			415,856						484,821
Goodwill			3,963,142						3,848,798
Intangible assets, net			2,075,315						2,058,882
Other long-term assets			173,871						152,850
Total assets			$	12,824,781					$	12,870,765
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	293,244					$	355,173
Accrued payroll and purchased transportation			190,830						164,884
Accrued liabilities			207,143						220,350
Claims accruals – current portion			336,010						480,200
Finance lease liabilities and long-term debt – current portion			272,355						459,759
Operating lease liabilities – current portion			129,938						144,921
Total current liabilities			1,429,520						1,825,287
Revolving line of credit			227,000						67,000
Long-term debt – less current portion			1,501,565						1,223,021
Finance lease liabilities – less current portion			466,863						407,150
Operating lease liabilities – less current portion			310,584						371,407
Accounts receivable securitization			458,911						526,508
Claims accruals – less current portion			328,968						315,476
Deferred tax liabilities			920,685						951,749
Other long-term liabilities			114,469						79,086
Total liabilities			5,758,565						5,766,684
Commitments and contingencies (Notes 7, 8, and 9)
Stockholders’ equity:
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued			—						—
Common stock, par value $0.01 per share; 500,000 shares authorized; 161,871 and 161,385 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.			1,619						1,613
Additional paid-in capital			4,439,029						4,426,852
Accumulated other comprehensive income (loss)			168						(830)
Retained earnings			2,617,880						2,659,755
Total Knight-Swift stockholders' equity			7,058,696						7,087,390
Noncontrolling interest			7,520						16,691
Total stockholders’ equity			7,066,216						7,104,081
Total liabilities and stockholders’ equity			$	12,824,781					$	12,870,765

See accompanying notes to condensed consolidated financial statements (unaudited).

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Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
			(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge			$	1,680,893					$	1,775,249					$	4,935,408					$	4,615,990
Truckload and LTL fuel surcharge			195,783						244,687						610,389						593,857
Total revenue			1,876,676						2,019,936						5,545,797						5,209,847
Operating expenses:
Salaries, wages, and benefits			726,358						710,543						2,111,143						1,780,522
Fuel			213,489						272,376						670,651						628,435
Operations and maintenance			142,418						142,913						415,302						343,604
Insurance and claims			86,510						148,865						314,394						424,210
Operating taxes and licenses			32,220						30,506						93,923						84,728
Communications			8,411						8,411						24,208						20,344
Depreciation and amortization of property and equipment			178,598						176,613						539,313						488,960
Amortization of intangibles			18,922						18,907						56,009						51,595
Rental expense			42,322						50,401						129,248						81,542
Purchased transportation			295,261						330,683						859,286						869,671
Impairments			1,008						—						10,867						—
Miscellaneous operating expenses			49,739						48,662						156,018						116,363
Total operating expenses			1,795,256						1,938,880						5,380,362						4,889,974
Operating income			81,420						81,056						165,435						319,873
Other (expenses) income:
Interest income			4,005						5,542						12,844						16,099
Interest expense			(44,398)						(39,354)						(126,116)						(86,799)
Other income, net			3,169						11,433						17,049						30,815
Total other (expenses) income, net			(37,224)						(22,379)						(96,223)						(39,885)
Income before income taxes			44,196						58,677						69,212						279,988
Income tax expense (benefit)			14,137						(1,220)						22,253						53,474
Net income			30,059						59,897						46,959						226,514
Net loss attributable to noncontrolling interest			405						297						1,170						1,290
Net income attributable to Knight-Swift			30,464						60,194						48,129						227,804
Other comprehensive income			995						152						998						1,772
Comprehensive income			$	31,459					$	60,346					$	49,127					$	229,576
Earnings per share:
Basic			$	0.19					$	0.37					$	0.30					$	1.41
Diluted			$	0.19					$	0.37					$	0.30					$	1.41
Dividends declared per share:			$	0.16					$	0.14					$	0.48					$	0.42
Weighted average shares outstanding:
Basic			161,861						161,332						161,687						161,124
Diluted			162,233						161,888						162,120						161,782

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

			Year-to-Date September 30,
			2024						2023
			(In thousands)
Cash flows from operating activities:
Net income			$	46,959					$	226,514
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment, and intangibles			595,322						540,555
Gain on sale of property and equipment			(21,839)						(46,628)
Impairments			10,867						—
Deferred income taxes			(21,569)						9,587
Non-cash lease expense			137,768						68,778
Loss (gain) on equity securities			11,562						(2,100)
Other adjustments to reconcile net income to net cash provided by operating activities			(3,684)						46,224
Increase (decrease) in cash resulting from changes in:
Trade receivables			39,612						84,149
Income tax receivable			19,624						(1,237)
Accounts payable			(57,066)						(10,495)
Accrued liabilities and claims accrual			(135,189)						26,599
Operating lease liabilities			(146,973)						(68,140)
Other assets and liabilities			49,347						(304)
Net cash provided by operating activities			524,741						873,502
Cash flows from investing activities:
Proceeds from maturities of held-to-maturity investments			530						3,620
Purchases of held-to-maturity investments			—						(30)
Proceeds from sale of property and equipment, including assets held for sale			183,589						214,234
Purchases of property and equipment			(592,081)						(852,677)
Expenditures on assets held for sale			(312)						(785)
Net cash, restricted cash, and equivalents invested in acquisitions			(185,491)						(458,288)
Other cash flows from investing activities			(25,255)						5,896
Net cash used in investing activities			(619,020)						(1,088,030)
Cash flows from financing activities:
Repayments of finance leases and long-term debt			(214,881)						(81,354)
Proceeds from long-term debt			150,000						250,000
Borrowings on revolving lines of credit, net			160,000						257,000
Borrowings under accounts receivable securitization			28,800						25,000
Repayments of accounts receivable securitization			(96,600)						(82,000)
Proceeds from common stock issued			4,177						4,200
Dividends paid			(78,256)						(68,550)
Other cash flows from financing activities			(7,735)						(18,206)
Net cash (used in) provided by financing activities			(54,495)						286,090
Net (decrease) increase in cash, restricted cash, and equivalents			(148,774)						71,562
Cash, restricted cash, and equivalents at beginning of period			469,686						385,345
Cash, restricted cash, and equivalents at end of period			$	320,912					$	456,907

See accompanying notes to condensed consolidated financial statements (unaudited).

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued

			Year-to-Date September 30,
			2024						2023
			(In thousands)
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest			$	130,680					$	84,361
Income taxes			10,382						38,455
Non-cash investing and financing activities:
Equipment acquired included in accounts payable			$	39,522					$	19,639
Financing provided to independent contractors for equipment sold			1,715						4,285
Transfers from property and equipment to assets held for sale			89,794						136,453
Noncontrolling interest associated with acquisitions			—						5,178
Contingent consideration associated with acquisitions and investments			—						174,107
U.S. Xpress assumed equity awards			—						1,462
Conversion of note receivable to equity investment			—						12,107
Right-of-use assets obtained in exchange for operating lease liabilities			58,767						41,888
Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions			12,400						—
Property and equipment obtained in exchange for finance lease liabilities			190,298						70,051
Property and equipment obtained in exchange for debt and finance lease liabilities reclassified from operating lease liabilities			20,025						—

Reconciliation of Cash, Restricted Cash, and Equivalents:			September 30, 2024						December 31, 2023						September 30, 2023						December 31, 2022
			(In thousands)
Consolidated Balance Sheets
Cash and cash equivalents			$	166,348					$	168,545					$	193,372					$	196,770
Cash and cash equivalents – restricted 1			150,870						297,275						259,979						185,792
Other long-term assets 1			3,694						3,866						3,556						2,783
Consolidated Statements of Cash Flows
Cash, restricted cash, and equivalents			$	320,912					$	469,686					$	456,907					$	385,345

________

1    Reflects cash and cash equivalents that are primarily restricted for claims payments.

See accompanying notes to condensed consolidated financial statements (unaudited).

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)

			Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive (Loss) Income						Total Knight-Swift Stockholders' Equity						Noncontrolling  Interest						Total Stockholders’ Equity
			Shares						Par Value
			(In thousands, except per share data)
Balances – December 31, 2023			161,385						$	1,613					$	4,426,852					$	2,659,755					$	(830)					$	7,087,390					$	16,691					$	7,104,081
Common stock issued to employees			403						4						—																		4												4
Common stock issued to the Board			24						—						1,206																		1,206												1,206
Common stock issued under ESPP			59						2						2,965																		2,967												2,967
Shares withheld – RSU settlement																					(11,839)												(11,839)												(11,839)
Employee stock-based compensation expense															17,011																		17,011												17,011
Cash dividends paid and dividends accrued ($0.48 per share)																					(78,165)												(78,165)												(78,165)
Net income (loss)																					48,129												48,129						(1,170)						46,959
Other comprehensive income																											998						998												998
Investment in noncontrolling interest																																							2,212						2,212
Distribution to noncontrolling interest															(9,005)																		(9,005)						(10,213)						(19,218)
Balances – September 30, 2024			161,871						$	1,619					$	4,439,029					$	2,617,880					$	168					$	7,058,696					$	7,520					$	7,066,216

			Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive (Loss) Income						Total Knight-Swift Stockholders' Equity						Noncontrolling Interest						Total Stockholders’ Equity
			Shares						Par Value
			(In thousands, except per share data)
Balances – December 31, 2022			160,706						$	1,607					$	4,392,266					$	2,553,567					$	(2,436)					$	6,945,004					$	10,277					$	6,955,281
Common stock issued to employees			565						5						158																		163												163
Common stock issued to the Board			18						—						977																		977												977
U.S. Xpress assumed equity awards															1,462																		1,462												1,462
Common stock issued under ESPP			58						1						3,059																		3,060												3,060
Shares withheld – RSU settlement																					(19,548)												(19,548)												(19,548)
Employee stock-based compensation expense															21,059																		21,059												21,059
Cash dividends paid and dividends accrued ($0.42 per share)																					(68,255)												(68,255)												(68,255)
Net income (loss)																					227,804												227,804						(1,290)						226,514
Other comprehensive income																											1,772						1,772												1,772
Investment in noncontrolling interest																																							7,555						7,555
Distribution to noncontrolling interest																																							(239)						(239)
Balances – September 30, 2023			161,347						$	1,613					$	4,418,981					$	2,693,568					$	(664)					$	7,113,498					$	16,303					$	7,129,801

See accompanying notes to condensed consolidated financial statements (unaudited).

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Continued

			Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive (Loss) Income						Total Knight-Swift Stockholders' Equity						Noncontrolling  Interest						Total Stockholders’ Equity
			Shares						Par Value
			(In thousands, except per share data)
Balances – June 30, 2024			161,836						$	1,618					$	4,439,489					$	2,613,684					$	(827)					$	7,053,964					$	16,389					$	7,070,353
Common stock issued to employees			10						—						—																		—												—
Common stock issued under ESPP			25						1						1,068																		1,069												1,069
Shares withheld – RSU settlement																					(188)												(188)												(188)
Employee stock-based compensation expense															6,430																		6,430												6,430
Cash dividends paid and dividends accrued ($0.16 per share)																					(26,080)												(26,080)												(26,080)
Net income (loss)																					30,464												30,464						(405)						30,059
Other comprehensive income																											995						995												995
Investment in noncontrolling interest																																							739						739
Distribution to noncontrolling interest															(7,958)																		(7,958)						(9,203)						(17,161)
Balances – September 30, 2024			161,871						$	1,619					$	4,439,029					$	2,617,880					$	168					$	7,058,696					$	7,520					$	7,066,216

			Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive (Loss) Income						Total Knight-Swift Stockholders' Equity						Noncontrolling Interest						Total Stockholders’ Equity
			Shares						Par Value
			(In thousands, except per share data)
Balances – June 30, 2023			161,276						$	1,613					$	4,412,069					$	2,657,415					$	(815)					$	7,070,282					$	10,761					$	7,081,043
Common stock issued to employees			53						—						—																		—												—
U.S. Xpress assumed equity awards															1,462																		1,462												1,462
Common stock issued under ESPP			18						—						978																		978												978
Shares withheld – RSU settlement																					(1,277)												(1,277)												(1,277)
Employee stock-based compensation expense															4,472																		4,472												4,472
Cash dividends paid and dividends accrued ($0.14 per share)																					(22,764)												(22,764)												(22,764)
Net income (loss)																					60,194												60,194						(297)						59,897
Other comprehensive income																											151						151												151
Investment in noncontrolling interest																																							5,839						5,839
Balances – September 30, 2023			161,347						$	1,613					$	4,418,981					$	2,693,568					$	(664)					$	7,113,498					$	16,303					$	7,129,801

See accompanying notes to condensed consolidated financial statements (unaudited).

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Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 — Introduction and Basis of Presentation

Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.

Description of Business

Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the year-to-date period ended September 30, 2024, the Company operated an average of 22,986 tractors (comprised of 20,838 company tractors and 2,148 independent contractor tractors) and 92,642 trailers within the Truckload segment and leasing activities within the All Other Segments. The LTL segment operated an average of 3,505 tractors and 9,160 trailers. Additionally, the Intermodal segment operated an average of 615 tractors and 12,577 intermodal containers. As of September 30, 2024, the Company's four reportable segments were Truckload, LTL, Logistics, and Intermodal.

Basis of Presentation

The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2023 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.

With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters.

Note regarding comparability — The reported results do not include U.S. Xpress' operating results prior to its acquisition by the Company on July 1, 2023 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.

Seasonality

In the full truckload transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's Truckload fleet, independent contractors and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered. Additionally, macroeconomic trends and cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 2 — Recently Issued Accounting Pronouncements

Date Issued

Reference

Description

Expected Adoption Date and Method

Financial Statement Impact

March 2024

ASU No. 2024-02: Codification Improvements - Amendments to Remove References to the Concepts Statements

The amendments in this ASU contain amendments to the Codification that remove references to various Concepts Statements. In most cases, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas.

January 2025, Prospective or retrospective

Currently under evaluation, but not expected to be material

March 2024

ASU No. 2024-01: Compensation - Stock Compensation (Topic 718)

The amendments in this ASU improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718.

January 2025, Prospective or retrospective

Currently under evaluation, but not expected to be material

November 2023

ASU 2023-07: Segment Reporting (ASC 280) — Improvements to Reportable Segment Disclosures

The amendments in this ASU update reportable segment disclosure requirements by requiring that an entity disclose significant segment expenses, disclose other segment items by reportable segments, provide annual disclosures about a reportable segment's profit and loss, the title of the chief operating decision maker, and other items.

January 2024

Currently under evaluation, but not expected to be material 1

1    ASC Topic 280, Segment Reporting — The Company has evaluated the segment reporting disclosure changes required by ASU 2023-07. Management has created a quantitative mock-up of our segments disclosure under ASC Topic 280.

Since management is continuing to evaluate the impact of ASU 2023-07, the above disclosures are tentative and subject to change.

Note 3 — Acquisitions and Investments

DHE

On July 30, 2024, the Company, through a wholly owned subsidiary, acquired the operating assets and assumed certain liabilities of the regional less-than-truckload division of Dependable Highway Express, Inc. based in Los Angeles, California.

The total purchase price consideration of $185.0 million, including net working capital adjustments, was funded through borrowing on the 2021 Revolver on the transaction date. At closing, $1.5 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and remains subject to further adjustments.

The goodwill recognized represents expected synergies from combining the operations of DHE with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes.

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Purchase Price Allocation

The purchase price allocation for DHE is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, and among other things may be pending the completion of the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed, and assessment of other tax related items as applicable. As the Company obtains more information, the preliminary purchase price allocations disclosed above are subject to change. Any future adjustments to the preliminary purchase price allocations, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date.

															July 30, 2024 Opening Balance Sheet as Reported at September 30, 2024
Fair value of the consideration transferred															$	184,986
Other current assets															445
Property and equipment															29,796
Operating lease right-of-use assets															15,448
Identifiable intangible assets 1															72,400
Other noncurrent assets															98
Total assets															118,187
Claims accruals – current and noncurrent portions															(4,000)
Operating lease liabilities – current and noncurrent portions															(12,400)
Total liabilities															(16,400)
Goodwill															$	83,199

1    Includes $57.0 million in customer relationships and $15.4 million in trade names.

Eleos

On July 17, 2024, the Company acquired the remaining 18.5% non-controlling interest of Eleos.

U.S. Xpress

On July 1, 2023, the Company acquired Chattanooga, Tennessee-based U.S. Xpress Enterprises, Inc. ("U.S. Xpress"), one of the largest asset-based truckload carriers in the United States. The purchase price was allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 1, 2023 acquisition date.

During the quarter ended September 30, 2024, the Company's condensed consolidated operating results included U.S. Xpress' total revenue of $409.6 million and a net loss of $10.1 million. U.S. Xpress' net loss during the quarter ended September 30, 2024 included $2.3 million related to the amortization of intangible assets acquired in the U.S. Xpress Acquisition.

During the year-to-date period ended September 30, 2024, the Company's condensed consolidated operating results included U.S. Xpress' total revenue of $1.2 billion and a net loss of $29.4 million. U.S. Xpress' net loss during the year-to-date period ended September 30, 2024 included $6.9 million related to the amortization of intangible assets acquired in the U.S. Xpress Acquisition.

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Purchase Price Allocation

The purchase price was allocated based on estimated fair values of the assets and liabilities acquired as of the acquisition date. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 1, 2023 acquisition date.

			July 1, 2023 Opening Balance Sheet as Reported at December 31, 2023						Adjustments						July 1, 2023 Opening Balance Sheet as Reported at June 30, 2024
Fair value of the consideration transferred			$	632,109					$	—					$	632,109
Cash and cash equivalents			3,321						—						3,321
Receivables			216,659						345						217,004
Prepaid expenses			21,347						—						21,347
Other current assets			47,317						—						47,317
Property and equipment			433,210						—						433,210
Operating lease right-of-use assets			337,055						—						337,055
Identifiable intangible assets 1			348,000						—						348,000
Other noncurrent assets			28,457						—						28,457
Total assets			1,435,366						345						1,435,711
Accounts payable			(115,494)						(1,600)						(117,094)
Accrued payroll and payroll-related expenses			(27,485)						—						(27,485)
Accrued liabilities			(19,966)						(809)						(20,775)
Claims accruals – current and noncurrent portions			(180,251)						(11,650)						(191,901)
Operating lease liabilities – current and noncurrent portions			(376,763)						—						(376,763)
Long-term debt and finance leases – current and noncurrent portions			(337,949)						—						(337,949)
Deferred tax liabilities			(33,072)						9,942						(23,130)
Other long-term liabilities			(34,230)						(26,872)						(61,102)
Total liabilities			(1,125,210)						(30,989)						(1,156,199)
Noncontrolling interest			(391)						—						(391)
Total stockholders' equity			(391)						—						(391)
Goodwill			$	322,344					$	30,644					$	352,988

1    Includes $184.5 million in customer relationships and $163.5 million in trade names.

Pro Forma Information — The following unaudited pro forma information combines the historical operations of the Company and U.S. Xpress giving effect to the U.S. Xpress Acquisition, and related transactions as if consummated on January 1, 2023.

									Quarter Ended September 30,												Year-to-Date September 30,
									2023												2023
									(In thousands, except per share data)
Total revenue									$	2,019,936											$	6,165,131
Net income attributable to Knight-Swift									33,584												146,522
Earnings per share – diluted									0.21												0.91

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The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, elimination of transaction costs incurred by Knight-Swift and U.S. Xpress during the periods presented that were directly related to the U.S. Xpress Acquisition, and related income tax effects of these items. As a result of the U.S. Xpress Acquisition, both Knight-Swift and U.S. Xpress incurred certain acquisition-related expenses, including professional legal and advisory fees, acceleration of share-based compensation, bonus incentives, severance payments, filing fees and other miscellaneous expenses. These acquisition-related expenses totaled $6.5 million and $31.8 million during the quarter and year-to-date periods ended September 30, 2023, respectively. These expenses were eliminated in the presentation of the unaudited pro forma "Net income attributable to Knight-Swift" presented above.

The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Knight-Swift and U.S. Xpress would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the identified transactions. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the U.S. Xpress Acquisition and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings.

Equity Method Investments

During the quarter and year-to-date periods ended September 30, 2024, the Company recognized a $12.1 million realized loss on a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024, which is recorded in "Other income, net" in the condensed consolidated statements of comprehensive income.

The Company did not complete any other material acquisitions during the quarter ended September 30, 2024.

Note 4 — Income Taxes

Effective Tax Rate — The effective tax rates for the quarters ended September 30, 2024 and September 30, 2023 were 32.0% and (2.1)%, respectively. The effective tax rates for the year-to-date periods ended September 30, 2024 and September 30, 2023 were 32.2% and 19.1% respectively. The current quarter effective tax rate was primarily impacted by a reduction in pre-tax income.

Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company has $10.4 million in valuation allowance associated with the capital loss and state operating loss carryforwards which may not be utilized in the future.

Unrecognized Tax Benefits — The Company has unrecognized tax benefits associated with tax credit carryforwards. Management does not expect a decrease in unrecognized tax benefits relating to credits to be necessary within the next twelve months.

Interest and Penalties — The Company did not have accrued interest and penalties related to unrecognized tax benefits as of September 30, 2024 and December 31, 2023.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various Federal and state jurisdictions for tax years ranging from 2009 to 2022. At the completion of these examinations, management does not expect any adjustments which would have a material impact on the Company's effective tax rate. Years subsequent to 2018 remain subject to examination.

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Note 5 — Accounts Receivable Securitization

On October 23, 2023, the Company entered into the 2023 RSA, which further amended the 2022 RSA. The 2023 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets. As of September 30, 2024, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.

The 2023 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of September 30, 2024. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.

The following table summarizes the key terms of the 2023 RSA (dollars in thousands):

			2023 RSA
			(Dollars in thousands)
Effective date			October 23, 2023
Final maturity date			October 1, 2025
Borrowing capacity			$575,000
Accordion option 1			$100,000
Unused commitment fee rate 2			20 to 40 basis points
Program fees on outstanding balances 3			one month SOFR + credit spread adjustment 10 basis points + 82.5 basis points

1The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.

2The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized.

3As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

Availability under the 2023 RSA is calculated as follows:

			September 30, 2024						December 31, 2023
			(In thousands)
Borrowing base, based on eligible receivables			$	492,400					$	527,600
Less: outstanding borrowings 1			(459,200)						(527,000)
Less: outstanding letters of credit			(27,167)						—
Availability under accounts receivable securitization facilities			$	6,033					$	600

1Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.3 million and $0.5 million as of September 30, 2024 and December 31, 2023, respectively. Interest accrued on the aggregate principal balance at a rate of 6.1% and 6.3% as of September 30, 2024 and December 31, 2023, respectively.

Refer to Note 12 for information regarding the fair value of the 2023 RSA.

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Note 6 — Debt and Financing

Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following:

			September 30, 2024						December 31, 2023
			(In thousands)
2021 Term Loan A-2, due September 3, 2026, net 1 2			349,021						199,902
2021 Term Loan A-3, due September 3, 2026, net 1 2			789,323						799,058
2023 Term Loan, due September 3, 2026, net 1 3			249,378						249,135
Revenue equipment installment notes 1 4			219,510						279,339
Prudential Notes, net 1			16,787						25,078
Other			6,952						8,567
Total long-term debt, including current portion			1,630,971						1,561,079
Less: current portion of long-term debt			(129,406)						(338,058)
Long-term debt, less current portion			$	1,501,565					$	1,223,021

			September 30, 2024						December 31, 2023
			(In thousands)
Total long-term debt, including current portion			$	1,630,971					$	1,561,079
2021 Revolver, due September 3, 2026 1 5			227,000						67,000
Long-term debt, including revolving line of credit			$	1,857,971					$	1,628,079

1Refer to Note 12 for information regarding the fair value of debt.

2As of September 30, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $1.0 million and $0.7 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively.

3As of September 30, 2024, the carrying amount of the 2023 Term Loan was net of $0.6 million in deferred loan costs. As of December 31, 2023, the carrying amounts of the 2023 Term Loan was net of $0.9 million in deferred loan costs.

4The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 4.8% and 4.7% as of September 30, 2024 and December 31, 2023, respectively.

5The Company also had outstanding letters of credit of $18.1 million and $18.0 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both September 30, 2024 and December 31, 2023, respectively. The Company also had outstanding letters of credit of $248.0 million and $264.3 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of September 30, 2024 and December 31, 2023, respectively.

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Credit Agreements

2021 Debt Agreement — On September 3, 2021, the Company entered into the $2.3 billion 2021 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The 2021 Debt Agreement included the 2021 Term Loan A-1 which was paid off on December 3, 2022. On August 6, 2024, the Company entered into the 2024 Amendment which, among other things, extended the maturity of the Company's 2021 Term Loan A-2 from September 3, 2024 to September 3, 2026, increased the size of the 2021 Term Loan A-2 from $200 million to $350 million, aligned the applicable margin for the 2021 Term Loan A-2 with that of the rest of the credit facility, transitioned the reference rate for the credit facility from BSBY to SOFR, and made other conforming changes. The following table presents the key terms of the 2021 Debt Agreement as amended by the 2024 Amendment:

2021 Term Loan A-2

2021 Term Loan A-3

2021 Revolver 2

2021 Debt Agreement Terms

(Dollars in thousands)

Maximum borrowing capacity

$350,000

$800,000

$1,100,000

Final maturity date

September 3, 2026

September 3, 2026

September 3, 2026

Interest rate margin reference rate

SOFR + credit spread adjustment 10 basis points

SOFR + credit spread adjustment 10 basis points

SOFR + credit spread adjustment 10 basis points

Interest rate minimum margin 1

0.88%

0.88%

0.88%

Interest rate maximum margin 1

1.50%

1.50%

1.50%

Minimum principal payment — amount

$—

$10,000

$—

Minimum principal payment — frequency

Once

Quarterly

Once

Minimum principal payment — commencement date

September 3, 2026

September 30, 2024

September 3, 2026

1The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of September 30, 2024, interest accrued at 6.46% on the 2021 Term Loan A-2, 6.46% on the 2021 Term Loan A-3, and 6.46% on the 2021 Revolver.

2The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of September 30, 2024, commitment fees on the unused portion of the 2021 Revolver accrued at 0.2% and outstanding letter of credit fees accrued at 1.5%.

Pursuant to the 2021 Debt Agreement, the 2021 Revolver and the 2021 Term Loans contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2021 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2021 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2021 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2021 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of September 30, 2024, the Company was in compliance with the covenants under the 2021 Debt Agreement.

Borrowings under the 2021 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).

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2023 Term Loan — On June 22, 2023, the Company entered into the $250.0 million 2023 Term Loan (an unsecured credit facility) with a group of banks. The 2023 Term Loan matures on September 3, 2026. There are no scheduled principal payments due until maturity. The 2023 Term Loan contains terms similar to the 2021 Debt Agreement. The proceeds received from the 2023 Term Loan were used to pay fees, commissions and expenses in connection with the Company's acquisition of U.S. Xpress. The interest rate applicable to the 2023 Term Loan is subject to a leverage-based grid and as of September 30, 2024 is equal to SOFR plus the 0.1% SOFR adjustment plus 1.75%. As of September 30, 2024, interest accrued at 6.71% on the 2023 Term Loan.

U.S. Xpress' Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $190.2 million as of September 30, 2024. Terms generally range from 48 months to 84 months. The interest rates as of September 30, 2024 range from 2.0% to 7.2%.

2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $125 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes have interest rates ranging from 4.05% to 4.40% and various maturity dates ranging from January 2025 through January 2028. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2021 Debt Agreement. As of September 30, 2024, the Company was in compliance with the covenants under the 2021 Prudential Notes.

Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.

Note 7 — Defined Benefit Pension Plan

Net periodic pension income and benefits paid during the quarter ended September 30, 2024 and 2023 were immaterial.

Assumptions

A weighted-average discount rate of 4.73% was used to determine benefit obligations as of September 30, 2024.

The following weighted-average assumptions were used to determine net periodic pension cost:

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
Discount rate			5.25		%				4.86		%				4.96		%				4.79		%
Expected long-term rate of return on pension plan assets			6.00		%				6.00		%				6.00		%				6.00		%

Refer to Note 12 for additional information regarding fair value measurements of the Company's investments.

Note 8 — Purchase Commitments

As of September 30, 2024, the Company had outstanding commitments to purchase revenue equipment of $203.8 million in the remainder of 2024 ($163.8 million of which were tractor commitments), and none thereafter. These purchases may be financed through any combination of finance leases, operating leases, debt, proceeds from sales of existing equipment, and cash flows from operations.

As of September 30, 2024, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $50.3 million in the remainder of 2024, $65.0 million from 2025 through 2026, $5.3 million from 2027 through 2028, and $0.2 million thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

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Note 9 — Contingencies and Legal Proceedings

Legal Proceedings

The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse impact on our condensed consolidated financial statements. However, any future claims or adverse developments in existing claims could impact this analysis. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.

The Company has made accruals with respect to its legal matters where appropriate, as well as legal fees which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $6.9 million, relating to the Company's outstanding legal proceedings as of September 30, 2024.

Commutation of Third-Party Carrier Insurance Risk

On February 14, 2024, the Company finalized the terms of a transaction with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business. The agreement effectively transferred $161.1 million in third-party auto liability insurance claim liabilities to the insurer for policy periods from October 1, 2020 through March 31, 2023 funded by transferring the corresponding restricted cash held in trust for payment of the third-party insurance claims.

Note 10 — Share Repurchase Plans

In April 2022, the Company announced that the Board approved the repurchase of up to $350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan"). With the adoption of the 2022 Knight-Swift Share Repurchase Plan, the Company terminated the 2020 Knight-Swift Share Repurchase Plan, which had approximately $42.8 million of authorized purchases remaining upon termination.

The Company made no share repurchases during the quarter and year-to-date periods ended September 30, 2024 and 2023.no

As of September 30, 2024 and December 31, 2023, the Company had $200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan.

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Note 11 — Weighted Average Shares Outstanding

Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period.

The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
			(In thousands)
Basic weighted average common shares outstanding			161,861						161,332						161,687						161,124
Dilutive effect of equity awards			372						556						433						658
Diluted weighted average common shares outstanding			162,233						161,888						162,120						161,782
Anti-dilutive shares excluded from earnings per diluted share 1			232						57						426						141

1    Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.

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Note 12 — Fair Value Measurement

The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:

									September 30, 2024												December 31, 2023
			Condensed Consolidated Balance Sheets Caption						Carrying Value						Estimated Fair Value						Carrying Value						Estimated Fair Value
									(In thousands)
Financial Assets:
Equity method investments			Other long-term assets						$	122,781					$	122,781					$	102,252					$	102,252
Financial Liabilities:
2021 Term Loan A-2, due September 2026 1			Finance lease liabilities and long-term debt – current portion						349,021						350,000						199,902						200,000
2021 Term Loan A-3, due September 2026 1			Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion						789,323						790,000						799,058						800,000
2023 Term Loan, due September 2026 2			Long-term debt – less current portion						249,378						250,000						249,135						250,000
2021 Revolver, due September 2026			Revolving line of credit						227,000						227,000						67,000						67,000
Revenue equipment installment notes 3			Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion						219,510						219,510						279,339						279,339
2021 Prudential Notes 4			Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion						16,787						16,800						25,078						25,100
2023 RSA, due October 2025 5			Accounts receivable securitization -less current portion						458,911						459,200						526,508						527,000
Mandatorily redeemable contingent consideration 6			Accrued liabilities						134,107						134,107						134,107						134,107
Contingent consideration 6			Accrued liabilities, Other long-term liabilities						40,000						40,000						40,859						40,859

1As of September 30, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $1.0 million and $0.7 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively.

2As of September 30, 2024, the carrying amount of the 2023 Term Loan was net of $0.6 million in deferred loan costs. As of December 31, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs.

3As of September 30, 2024, the carrying amount of the revenue equipment installment notes included $0.8 million in fair value adjustments. As of December 31, 2023, the carrying amount of the revenue equipment installment notes included $1.3 million in fair value adjustments.

4As of September 30, 2024, the carrying amount of the 2021 Prudential Notes was net of approximately $13,000 in deferred loan costs and included $0.7 million in fair value adjustments. As of December 31, 2023, the carrying amount of the 2021 Prudential Notes was net of $22,000 in deferred loan costs and included $1.1 million in fair value adjustments.

5The carrying amount of the 2023 RSA was net of $0.3 million and $0.5 million in deferred loan costs as of September 30, 2024 and December 31, 2023, respectively.

6The contingent consideration is primarily related to the U.S. Xpress Acquisition.

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Recurring Fair Value Measurements (Assets) — As of September 30, 2024 and December 31, 2023, there were no major categories of assets estimated at fair value that were measured on a recurring basis.

Recurring Fair Value Measurements (Liabilities) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of September 30, 2024 and December 31, 2023:

									Fair Value Measurements at Reporting Date Using
			Estimated Fair Value						Level 1 Inputs						Level 2 Inputs						Level 3 Inputs						Total Gain (Loss)
			(In thousands)
As of September 30, 2024
Mandatorily redeemable contingent consideration 1 2			$	134,107					$	—					$	—					$	134,107					$	—
Contingent consideration 1			$	40,000					$	—					$	—					$	40,000					$	859
As of December 31, 2023
Mandatorily redeemable contingent consideration 1			$	134,107					$	—					$	—					$	134,107					$	—
Contingent consideration 1			$	40,859					$	—					$	—					$	40,859					$	3,359

1Contingent consideration is associated with the U.S. Xpress Acquisition and certain other investments. The Company recognized a gain of $0.9 million during the quarter and year-to-date periods ended September 30, 2024. The Company recognized a gain of $0.9 million during the quarter ended September 30, 2023 and a gain of $3.4 million during the year-to-date period ended September 30, 2023.

2As of September 30, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.

Nonrecurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of September 30, 2024 and December 31, 2023:

									Fair Value Measurements at Reporting Date Using
			Estimated Fair Value						Level 1 Inputs						Level 2 Inputs						Level 3 Inputs						Total Loss
			(In thousands)
As of September 30, 2024
Buildings 1			$	—					$	—					$	—					$	—					$	(288)
Operating lease right-of-use assets 2			$	—					$	—					$	—					$	—					$	(5,300)
Equipment 3			$	—					$	—					$	—					$	—					$	(5,279)
As of December 31, 2023
Buildings 1			$	—					$	—					$	—					$	—					$	(187)
Equipment 3			$	—					$	—					$	—					$	—					$	(469)
Software 4			$	—					$	—					$	—					$	—					$	(1,580)

1    Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).

2    Reflects the non-cash impairment related to the market value of a facility lease (within the Truckload Segment).

3    Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).

4    Reflects the non-cash impairment of software (within the All Other Segments).

Nonrecurring Fair Value Measurements (Liabilities) — As of September 30, 2024 and December 31, 2023, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Gain on Sale of Revenue Equipment — Net gains on disposals, including disposals of property and equipment classified as assets held for sale, are reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company recorded net gains on disposals of:

•$9.2 million and $11.4 million for the quarters ended September 30, 2024 and 2023, respectively.

•$21.8 million and $46.6 million for the year-to-date periods ended September 30, 2024 and 2023, respectively.

Fair Value of Pension Plan Assets — The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.

									Fair Value Measurements at Reporting Date Using:
			Estimated Fair Value						Level 1 Inputs						Level 2 Inputs						Level 3 Inputs
			(In thousands)
As of September 30, 2024
Fixed income funds			34,528						34,528						—						—
Cash and cash equivalents			1,379						1,379						—						—
Total pension plan assets			$	35,907					$	35,907					$	—					$	—
As of December 31, 2023
Fixed income funds			34,536						34,536						—						—
Cash and cash equivalents			887						887						—						—
Total pension plan assets			$	35,423					$	35,423					$	—					$	—

Note 13 — Related Party Transactions

			Quarter Ended September 30,																								Year-to-Date September 30,
			2024												2023												2024												2023
			Provided by Knight-Swift						Received by Knight-Swift						Provided by Knight-Swift						Received by Knight-Swift						Provided by Knight-Swift						Received by Knight-Swift						Provided by Knight-Swift						Received by Knight-Swift
			(In thousands)
Facility and Equipment Leases			$	250					$	145					$	—					$	21					$	697					$	436					$	—					$	67
Other Services			$	—					$	9					$	—					$	9					$	—					$	26					$	27					$	402

			September 30, 2024												December 31, 2023
			Receivable						Payable						Receivable						Payable
			(In thousands)
Certain affiliates 1			$	—					$	58					$	23					$	37

1"Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases and other services.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 14 — Financial Information by Segment and Geography

Segment Information

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
Revenue:			(In thousands)
Truckload			$	1,258,156					$	1,380,781					$	3,785,408					$	3,346,685
LTL			325,412						284,168						914,012						806,577
Logistics			143,581						159,489						402,010						417,715
Intermodal			102,679						101,219						288,192						316,118
Subtotal			$	1,829,828					$	1,925,657					$	5,389,622					$	4,887,095
All Other Segments			68,438						119,677						221,796						391,773
Intersegment eliminations			(21,590)						(25,398)						(65,621)						(69,021)
Total revenue			$	1,876,676					$	2,019,936					$	5,545,797					$	5,209,847

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
Operating income (loss):			(In thousands)
Truckload			$	45,356					$	48,361					$	91,986					$	232,171
LTL			24,556						32,275						77,892						89,095
Logistics			6,684						10,364						13,916						32,750
Intermodal			(1,387)						(4,524)						(8,012)						(6,054)
Subtotal			$	75,209					$	86,476					$	175,782					$	347,962
All Other Segments 1			6,211						(5,420)						(10,347)						(28,089)
Operating income			$	81,420					$	81,056					$	165,435					$	319,873

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
Depreciation and amortization of property and equipment:			(In thousands)
Truckload			$	135,376					$	135,774					$	412,321					$	369,006
LTL			20,872						17,069						57,966						50,077
Logistics			778						1,048						2,708						3,078
Intermodal			5,641						5,194						16,651						14,403
Subtotal			$	162,667					$	159,085					$	489,646					$	436,564
All Other Segments			15,931						17,528						49,667						52,396
Depreciation and amortization of property and equipment			$	178,598					$	176,613					$	539,313					$	488,960

1The year-to-date $10.3 million operating loss within our All Other Segments is primarily driven by the $17.1 million operating loss in the third-party insurance business.

Geographical Information

In the aggregate, total revenue from the Company's international operations was less than 5.0% of consolidated total revenue for the quarter and year-to-date periods ended September 30, 2024 and 2023. Additionally, long-lived assets on the Company's international subsidiary balance sheets were less than 5.0% of consolidated total assets as of September 30, 2024 and December 31, 2023.

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ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain statements that may be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation:

•any projections of or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items,

•any statement of plans, strategies, and objectives of management for future operations,

•any statements concerning proposed acquisition plans, new services, or developments,

•any statements regarding future economic conditions or performance, and

•any statements of belief and any statements of assumptions underlying any of the foregoing. 

In this Quarterly Report, forward-looking statements include, but are not limited to, statements we make concerning:

•our ability to gain market share and adapt to market conditions, the ability of our infrastructure to support future growth, future market position, and the ability, desire, and effects of expanding our service offerings (including expansion of our LTL network), whether we grow organically or through potential acquisitions,

•our ability to recruit and retain qualified driving associates,

•future safety performance,

•future performance of our segments or businesses,

•future capital expenditures, equipment prices (including used equipment) and availability, our equipment purchasing or leasing plans, and mix of our owned versus leased revenue equipment, and our equipment turnover,

•the impact of pending legal proceedings,

•future insurance claims, coverage, coverage limits, premiums, and retention limits,

•the expected freight environment, including freight demand, capacity, seasonality, and volumes,

•economic conditions and growth, including future inflation, consumer spending, supply chain conditions, labor supply and relations, and US Gross Domestic Product ("GDP") changes,

•expected liquidity and methods for achieving sufficient liquidity, including our expected need or desire to incur indebtedness and our ability to comply with debt covenants,

•future fuel prices and availability and the expected impact of fuel efficiency initiatives,

•future expenses, including depreciation and amortization, purchased transportation, impairments, interest rates, cost structure, and our ability to control costs,

•future rates, operating profitability and margin, load count, asset utilization, and return on capital,

•future third-party service provider relationships and availability, including pricing terms,

•future contracted pay rates with independent contractors, ability to lease equipment to independent contractors, and compensation arrangements with driving associates,

•future capital allocation, capital structure, capital requirements, and growth strategies and opportunities,

•future share repurchases and dividends,

•future tax rates,

•expected tractor and trailer fleet age, fleet size, and demand for trailer fleet,

•future investment in and deployment of new or updated technology or services,

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•future classification of our independent contractors, including the impact of new laws and regulations regarding classification,

•political conditions and regulations, including conflicts, trade regulation, quotas, duties, or tariffs, and any future changes to the foregoing,

•the U.S. Xpress transaction, including integration efforts and any future effects of the acquisition, and

•others.

Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "mission," "continue," "outlook," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2023 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.

All such forward-looking statements speak only as of the date of this Quarterly Report. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any change in the events, conditions, or circumstances on which any such statement is based.

Reference to Glossary of Terms

Certain acronyms and terms used throughout this Quarterly Report are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.

Reference to Annual Report

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements (unaudited) and footnotes included in this Quarterly Report, as well as the consolidated financial statements and footnotes included in our 2023 Annual Report.

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Executive Summary

Company Overview

Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and other complementary services. Our objective is to operate our business with industry-leading margins and continued organic growth and growth through acquisitions while providing safe, high-quality, cost-effective solutions for our customers. Knight-Swift uses a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to operating the country's largest truckload fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. Additionally, we have various non-reportable segments.

Key Financial Highlights — Year-to-Date September 30, 2024

Consolidated operating income decreased 48.3% to $165.4 million during the year-to-date period ended September 30, 2024, as compared to the same period last year. Net income attributable to Knight-Swift decreased 78.9% to $48.1 million.

•Truckload — 97.6% operating ratio during the year-to-date period ended September 30, 2024. The Adjusted Operating Ratio1 was 96.7%, with a 14.9% year-over-year increase in revenue, excluding fuel surcharge and intersegment transactions, as a result of the inclusion of the truckload business of U.S. Xpress. Adjusted Operating Ratio worsened by 520 basis points year-over-year primarily due to the 4.8% decline in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, and the 1.3% increase in cost per mile largely due to inflationary prices.

•LTL — 91.5% operating ratio during the year-to-date period ended September 30, 2024. The Adjusted Operating Ratio1 increased 330 basis points year-over-year to 88.5%, primarily as a result of incremental operating, maintenance, and labor costs as we expand. We opened 34 new locations during the year-to-date period of 2024, and we acquired the assets of DHE effective July 30,2024, as we continue to grow our network.

•Logistics — 96.5% operating ratio during the year-to-date period ended September 30, 2024. The Adjusted Operating Ratio1 was 95.7% with a gross margin of 17.5% while revenue, excluding intersegment transactions, decreased 2.7%, including the U.S. Xpress logistics business. Load count decreased 11.5% due to the soft demand environment.

•Intermodal — 102.8% operating ratio during the year-to-date period ended September 30, 2024, as revenue per load declined 10.0% year-over-year and load count increased 1.3%.

•All Other Segments — Operating loss decreased to $10.3 million during the year-to-date period ended September 30, 2024 from $28.1 million during the comparable period of 2023, largely as a result of exiting the third-party insurance business.

•Liquidity and Capital — During the year-to-date period ended September 30, 2024, we generated $524.7 million in operating cash flows and Free Cash Flow1 of $116.2 million, which was negatively impacted by our decision to transfer $161.1 million of third-party insurance claim liabilities to another insurance company as discussed during the previous quarter, funded by transferring the corresponding restricted cash held in trust for payment of the third-party insurance claims. The use of restricted cash in this transaction does not impact the availability of operating cash for the needs of our ongoing businesses. We paid down $112.3 million in finance lease liabilities, $147.0 million in operating lease liabilities, and made $92.2 million of net repayments on our 2021 Revolver and 2023 RSA. As of September 30, 2024, we had a balance of $166.3 million in unrestricted cash and cash equivalents, $1.4 billion face value outstanding on the 2021 Term Loans and 2023 Term Loan, and $7.1 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.

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________

1Refer to "Non-GAAP Financial Measures" below.

Key Financial Data and Operating Metrics

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP financial data:			(Dollars in thousands, except per share data)
Total revenue			$	1,876,676					$	2,019,936					$	5,545,797					$	5,209,847
Revenue, excluding truckload and LTL fuel surcharge			$	1,680,893					$	1,775,249					$	4,935,408					$	4,615,990
Net income attributable to Knight-Swift			$	30,464					$	60,194					$	48,129					$	227,804
Earnings per diluted share			$	0.19					$	0.37					$	0.30					$	1.41
Operating ratio			95.7		%				96.0		%				97.0		%				93.9		%
Non-GAAP financial data:
Adjusted Net Income Attributable to Knight-Swift 1			$	54,447					$	67,162					$	113,596					$	264,271
Adjusted EPS 1			$	0.34					$	0.41					$	0.70					$	1.63
Adjusted Operating Ratio 1			93.9		%				93.8		%				95.1		%				91.6		%
Revenue equipment statistics by segment:
Truckload
Average tractors 2			22,814						24,159						22,986						20,054
Average trailers 3			90,935						95,976						92,642						85,125
LTL
Average tractors 4			3,730						3,206						3,505						3,177
Average trailers 5			9,888						8,496						9,160						8,445
Intermodal
Average tractors			622						677						615						647
Average containers			12,569						12,669						12,577						12,780

1Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are non-GAAP financial measures and should not be considered alternatives, or superior to, the most directly comparable GAAP financial measures. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below.

2Our tractor fleet within the Truckload segment had a weighted average age of 2.6 years and 2.5 years as of September 30, 2024 and 2023, respectively.

3Our average trailers includes 8,510 and 8,432 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2024 and 2023, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.1 years and 9.1 years as of September 30, 2024 and 2023, respectively. Our average trailers includes 8,718 and 8,599 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2024 and 2023, respectively.

4Our LTL tractor fleet had a weighted average age of 4.2 years and 4.3 years as of September 30, 2024 and 2023, respectively. Our LTL tractor fleet includes 615 and 609 tractors from ACT's and MME's dedicated and other businesses for the quarters ended September 30, 2024 and 2023, respectively. Our LTL tractor fleet includes 613 and 610 tractors from ACT's and MME's dedicated and other businesses for the year-to-date period September 30, 2024 and 2023, respectively.

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5Our LTL trailer fleet had a weighted average age of 8.5 years as of September 30, 2024 and 2023. Our LTL trailer fleet includes 843 and 777 trailers from ACT's and MME's dedicated and other businesses for the quarters ended September 30, 2024 and 2023, respectively. Our LTL trailer fleet includes 831 and 778 trailers from ACT's and MME's dedicated and other businesses for the year-to-date periods September 30, 2024 and 2023, respectively.

Market Trends and Outlook

The national unemployment rate was 4.1%1 as of September 30, 2024, as compared to 3.8% as of September 30, 2023. The US gross domestic product, which is the broadest measure of goods and services produced across the economy, increased by 3.0%2 on a quarter-over-quarter basis, per the most recent third-party forecasts. The increase, compared to the prior quarter increase of 1.6%, primarily reflected increases in consumer spending, private inventory investment, and nonresidential fixed investments. These were partially offset by increased imports. The most recent US employment cost index indicates a quarter-over-quarter increase of 4.1%1 and a sequential increase of 0.9%1.

Our Company outlook for the fourth quarter of 2024 and the first quarter of 2025 includes the following:

Truckload

•Truckload Segment revenue up slightly sequentially in the fourth quarter and down low-to-mid single-digit percent sequentially into the first quarter with operating margins improving modestly sequentially in the fourth quarter and declining modestly sequentially into the first quarter,

•Tractor count down low single-digit percent sequentially in the fourth and first quarters.

LTL

•LTL Segment with high-teens percent growth in revenue, excluding fuel surcharge, year-over-year in both fourth and first quarters driven by shipment count growth from our expanding network, the inclusion of DHE, and yield improvement,

•Adjusted operating ratios in the high 80's as we continue to absorb costs from our network expansion.

Logistics

•Logistics Segment revenue up high single-digit percent sequentially in the fourth quarter and declining high-teens percent sequentially in the first quarter, with Adjusted Operating Ratios in the mid-90’s.

Intermodal

•Intermodal Segment load count down mid-to-high single-digit percent sequentially in the fourth quarter before growing low single-digit percent sequentially in the first quarter with approximately break-even operating margins.

All Other

•All Other Segment operating income, before including the $11.7 million quarterly intangible asset amortization, approximately break-even for the fourth quarter as some of these services experience their typical seasonal slowdown, and $16 million to $21 million for the first quarter.

Additional

•Equipment gains to be in the range of $5 million to $10 million per quarter,

•Net interest expense down modestly sequentially in the fourth quarter and first quarter,

•Net cash capital expenditures for the full year 2024 expected range of $525 million - $575 million,

•Expected effective tax rate on adjusted income before taxes of approximately 26% to 27% for fourth quarter 2024 and approximately 26% to 28% for full year 2025.

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In addition to the above, we expect the Truckload segment will continue to pursue opportunities, as we implement a decentralized operating model within our new U.S. Xpress locations, and the Logistics segment will continue to provide value to our customers through our power-only and traditional brokerage service offerings. Our ACT and MME teams are working together to further build out a super-regional network, which we expanded in the third quarter of 2024 with the DHE Acquisition, that we expect will provide additional yield and revenue opportunities. The Intermodal segment continues to build out its network that aligns with our new rail partners as we pursue a more diversified portfolio of customers. Our All Other Segments are further expanding to complement our other service offerings.

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions during 2024. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2024. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress and our intention to expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.

________

1Source: bls.gov

2Source: bea.gov

Results of Operations — Summary

Note: The reported results do not include U.S. Xpress' operating results prior to its acquisition by the Company on July 1, 2023 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.

Operating Results: Third Quarter 2024 compared to Third Quarter 2023

The $29.7 million decrease in net income attributable to Knight-Swift to $30.5 million during the third quarter of 2024 from $60.2 million during the same period last year includes the following:

•Contributor — $3.0 million decrease in operating income within our Truckload segment primarily due to a 5.7% decline in loaded miles, partially offset by a 1.3% decrease in cost per mile.

•Contributor — $7.7 million decrease in operating income within our LTL segment primarily due to start-up costs and early stage operations at the recently opened facilities.

•Contributor — $3.7 million decrease in operating income within our Logistics segment due to the 21.1% decrease in load count, partially offset by a 13.6% increase in revenue per load.

•Contributor — $5.0 million increase in consolidated interest expense primarily driven by higher debt balances related to the DHE acquisition and higher interest rates.

•Contributor — $8.3 million decrease in other income, net, primarily due the $12.1 million loss on investment as a result of the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.

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•Contributor — $15.4 million increase in consolidated income tax expense, primarily due to a partial release in the third quarter of 2023 of the valuation allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. Our effective tax rate for the third quarter of 2024 was 32.0%, compared to (2.1)% for the third quarter of 2023.

•Offset — $3.1 million decrease in operating loss within our Intermodal segment, driven by a 7.2% increase in load count, partially offset by a 5.3% decrease in revenue per load.

•Offset — $11.6 million increase in operating income within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.

Operating Results: Year-To-Date September 30, 2024 Compared to Year-To-Date September 30, 2023

The $179.7 million decrease in net income attributable to Knight-Swift to $48.1 million during the year-to-date period ended September 30, 2024 from $227.8 million during the same period last year includes the following:

•Contributor — $140.2 million decrease in operating income within our Truckload segment primarily due to a 4.8% decline in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, and a 1.3% increase in cost per mile.

•Contributor — $11.2 million decrease in operating income within our LTL segment due to severe winter weather experienced during the first quarter of 2024 and start-up costs and early stage operations at our recently opened facilities.

•Contributor — $18.8 million decrease in operating income within our Logistics segment due to an 11.5% decline in load count.

•Contributor — $2.0 million increase in operating loss within our Intermodal segment, driven by a 10.0% decrease in revenue per load, partially offset by a 1.3% increase in load count.

•Contributor — $39.3 million increase in consolidated interest expense primarily driven by higher debt balances related to the U.S. Xpress and DHE acquisitions and higher interest rates.

•Contributor — $13.8 million decrease in other income, net, primarily due the $12.1 million loss on investment as a result of the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.

•Offset — $17.7 million decrease in operating loss within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter.

•Offset — $31.2 million decrease in consolidated income tax expense, primarily due to a reduction of pre-tax income which was partially offset by the partial release in the third quarter of 2023 of the valuation allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. This resulted in an effective tax rate of 32.2% for the year-to-date period ended September 30, 2024, and 19.1% for the year-to-date period ended September 30, 2023.

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Results of Operations — Segment Review

The Company has four reportable segments: Truckload, LTL, Logistics, and Intermodal, as well as certain other operating segments included within our All Other Segments.

Consolidating Tables for Total Revenue and Operating Income (Loss)

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
Revenue:			(In thousands)
Truckload			$	1,258,156					$	1,380,781					$	3,785,408					$	3,346,685
LTL			325,412						284,168						914,012						806,577
Logistics			143,581						159,489						402,010						417,715
Intermodal			102,679						101,219						288,192						316,118
Subtotal			$	1,829,828					$	1,925,657					$	5,389,622					$	4,887,095
All Other Segments			68,438						119,677						221,796						391,773
Intersegment eliminations			(21,590)						(25,398)						(65,621)						(69,021)
Total revenue			$	1,876,676					$	2,019,936					$	5,545,797					$	5,209,847

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
Operating income (loss):			(In thousands)
Truckload			$	45,356					$	48,361					$	91,986					$	232,171
LTL			24,556						32,275						77,892						89,095
Logistics			6,684						10,364						13,916						32,750
Intermodal			(1,387)						(4,524)						(8,012)						(6,054)
Subtotal			$	75,209					$	86,476					$	175,782					$	347,962
All Other Segments			6,211						(5,420)						(10,347)						(28,089)
Operating income			$	81,420					$	81,056					$	165,435					$	319,873

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Revenue

•Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 16,300 irregular route and 6,500 dedicated tractors.

•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the acquisitions of MME and the LTL division of DHE, provides our customers with regional LTL transportation service through our growing network of over 160 facilities and a door count of approximately 6,000. Our LTL segment operates approximately 3,700 tractors and approximately 9,900 trailers and also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.

•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of nearly 91,000 trailers.

•Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, as well as insurance prior to the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).

•In addition to the revenues earned from our customers for the trucking and non-trucking services discussed above, we also earn fuel surcharge revenue from our customers through our fuel surcharge programs, which serve to recover a majority of our fuel costs. This generally applies only to loaded miles for our Truckload and LTL segments and typically does not offset non-paid empty miles, idle time, and out-of-route miles driven. Fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue for our Truckload and LTL segments.

Expenses

Our most significant expenses typically vary with miles traveled and include fuel, driving associate-related expenses (such as wages and benefits), and services purchased from third-party service providers (including other trucking companies, railroad and drayage providers, and independent contractors). Maintenance and tire expenses, as well as the cost of insurance and claims generally vary with the miles we travel, but also have a controllable component based on safety performance, fleet age, operating efficiency, and other factors. Our primary fixed costs are depreciation and lease expense for revenue equipment and terminals, non-driver employee compensation, amortization of intangible assets, and interest expenses.

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Operating Statistics

We measure our consolidated and segment results through the operating statistics listed in the table below. Our chief operating decision makers monitor the GAAP results of our reportable segments, supplemented by certain non-GAAP information. Refer to "Non-GAAP Financial Measures" for more details. Additionally, we use a number of primary indicators to monitor our revenue and expense performance and efficiency.

Operating Statistic

Relevant Segment(s)

Description

Average Revenue per Tractor

Truckload

Measures productivity and represents revenue (excluding fuel surcharge and intersegment transactions) divided by average tractor count

Total Miles per Tractor

Truckload

Total miles (including loaded and empty miles) a tractor travels on average

Average Length of Haul

Truckload, LTL

For our Truckload segment this is calculated as average miles traveled with loaded trailer cargo per order. For our LTL segment this is calculated as average miles traveled from the origin service center to the destination service center.

Non-paid Empty Miles Percentage

Truckload

Percentage of miles without trailer cargo

Shipments per Day

LTL

Average number of shipments completed each business day

Weight per Shipment

LTL

Total weight (in pounds) divided by total shipments

Revenue per shipment

LTL

Total revenue divided by total shipments

Revenue xFSC per shipment

LTL

Total revenue, excluding fuel surcharge, divided by total shipments

Revenue per hundredweight

LTL

Measures yield and is calculated as total revenue divided by total weight (in pounds) times 100

Revenue xFSC per hundredweight

LTL

Total revenue, excluding fuel surcharge, divided by total weight (in pounds) times 100

Average Tractors

Truckload, LTL, Intermodal

Average tractors in operation during the period including company tractors and tractors provided by independent contractors

Average Trailers

Truckload, LTL

Average trailers in operation during the period

Average Revenue per Load

Logistics, Intermodal

Total revenue (excluding intersegment transactions) divided by load count

Gross Margin Percentage

Logistics

Logistics gross margin (revenue, excluding intersegment transactions, less purchased transportation expense, excluding intersegment transactions) as a percentage of logistics revenue, excluding intersegment transactions

Average Containers

Intermodal

Average containers in operation during the period

GAAP Operating Ratio

Truckload, LTL, Logistics, Intermodal

Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Calculated as operating expenses as a percentage of total revenue, or the inverse of operating margin.

Non-GAAP Adjusted Operating Ratio

Truckload, LTL, Logistics, Intermodal

Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Consolidated and segment Adjusted Operating Ratios are reconciled to their corresponding GAAP operating ratios under "Non-GAAP Financial Measures," below.

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Segment Review

Truckload Segment

We generate revenue in the Truckload segment primarily through irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border service operations across our brands. We operated approximately 16,300 irregular route tractors and approximately 6,500 dedicated route tractors in use during the quarter ended September 30, 2024. Generally, we are paid a predetermined rate per mile or per load for our truckload services. Additional revenues are generated by charging for tractor and trailer detention, loading and unloading activities, dedicated services, and other specialized services, as well as through the collection of fuel surcharge revenue to mitigate the impact of increases in the cost of fuel. The main factors that affect the revenue generated by our Truckload segment are rate per mile from our customers, the percentage of miles for which we are compensated, and the number of loaded miles we generate with our equipment.

The most significant expenses in the Truckload segment are primarily variable and include fuel and fuel taxes, driving associate-related expenses (such as wages, benefits, training, and recruitment), and costs associated with independent contractors primarily included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Maintenance expense (which includes costs for replacement tires for our revenue equipment) and insurance and claims expenses have both fixed and variable components. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency, and other factors. The main fixed costs in the Truckload segment are depreciation and rent expense from tractors, trailers, and terminals, as well as compensating our non-driver employees.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands, except per tractor data)																								Increase (Decrease)
Total revenue			$	1,258,156					$	1,380,781					$	3,785,408					$	3,346,685					(8.9		%)				13.1		%
Revenue, excluding fuel surcharge and intersegment transactions			$	1,107,461					$	1,179,978					$	3,304,302					$	2,875,331					(6.1		%)				14.9		%
GAAP: Operating income			$	45,356					$	48,361					$	91,986					$	232,171					(6.2		%)				(60.4		%)
Non-GAAP: Adjusted Operating Income 1			$	48,505					$	60,148					$	108,775					$	244,600					(19.4		%)				(55.5		%)
Average revenue per tractor 2			$	48,543					$	48,842					$	143,753					$	155,081					(0.6		%)				(7.3		%)
GAAP: Operating ratio 2			96.4		%				96.5		%				97.6		%				93.1		%				(10		bps)				450		bps
Non-GAAP: Adjusted Operating Ratio 1 2			95.6		%				94.9		%				96.7		%				91.5		%				70		bps				520		bps
Non-paid empty miles percentage 2			14.1		%				13.6		%				14.1		%				14.5		%				50		bps				(40		bps)
Average length of haul (miles) 2			378						400						386						393						(5.5		%)				(1.8		%)
Total miles per tractor 2			20,469						20,384						60,870						62,781						0.4		%				(3.0		%)
Average tractors 2 3			22,814						24,159						22,986						20,054						(5.6		%)				14.6		%
Average trailers 2 4			90,935						95,976						92,642						85,125						(5.3		%)				8.8		%

1    Refer to "Non-GAAP Financial Measures" below.

2    Defined under "Operating Statistics," above. In order to improve comparability, average tractors of 18,541 is used as the denominator in the average revenue per tractor and total miles per tractor calculations for year-to-date 2023, reflecting the pro-rata portion of the year for which U.S. Xpress' results of operations were reported following the close of the U.S. Xpress Acquisition.

3    Includes 20,688 and 21,676 average company-owned tractors for the third quarter of 2024 and 2023, respectively. Includes 20,838 and 17,977 average company-owned tractors for the year-to date periods September 30, 2024 and 2023, respectively.

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4    Our average trailers includes 8,510 and 8,432 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2024 and 2023, respectively. Our average trailers includes 8,718 and 8,599 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2024 and 2023, respectively.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 6.1% year-over-year, driven by a 5.7% decrease in loaded miles as we lapped the acquisition of U.S. Xpress at the beginning of the quarter. The third quarter Adjusted Operating Ratio was 95.6% in an environment that remained challenging. On a sequential basis, the Adjusted Operating Ratio of our legacy trucking businesses improved 250 basis points over the second quarter, while stable margins at U.S. Xpress negatively impacted this segment's Adjusted Operating Ratio by 220 basis points for the quarter. Third quarter revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat year-over-year and increased slightly over the second quarter. The sequential improvement in revenue per loaded mile was achieved through positive rate changes in bid awards and our spot activity which continues to be at a premium to our average contractual revenue per loaded mile.

Cost per mile improved 1.3% year-over-year as we continue to focus on what we can control. We are working diligently to improve our cost structure and equipment utilization to mitigate pressure on margins through this prolonged freight cycle while remaining disciplined on pricing and capacity commitments to position our business to respond when market conditions improve.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Truckload segment revenue, excluding fuel surcharge and intersegment transactions, was $3.3 billion, an increase of 14.9% year-over-year, reflecting a 7.1% decline in the legacy truckload business prior to the inclusion of U.S. Xpress. Adjusted Operating Ratio was 96.7%, largely driven by a 4.8% decrease in revenue per loaded mile, excluding fuel surcharge and intersegment transactions and a 1.3% increase in cost per mile, net of fuel surcharge recovery.

LTL Segment

Dothan, Alabama-based ACT and Bismarck, North Dakota-based MME, both acquired in 2021, and the LTL division of DHE, acquired in 2024, comprise our LTL segment. We provide regional direct service and serve our customers' national transportation needs by utilizing key partner carriers for coverage areas outside of our network. We primarily generate revenue by transporting freight for our customers through our core LTL services.

Our revenues are impacted by shipment volume and tonnage levels that flow through our network. Additional revenues are generated through fuel surcharges and accessorial services provided during transit from shipment origin to destination. We focus on the following multiple revenue generation factors when reviewing revenue yield: revenue per hundredweight, revenue per shipment, weight per shipment, and length of haul. Fluctuations within each of these metrics are analyzed when determining the revenue quality of our customers' shipment density.

Our most significant expense is related to direct costs associated with the transportation of our freight moves including direct salary, wage and benefit costs, fuel expense, and depreciation expense associated with revenue equipment costs. Other expenses associated with revenue generation that can fluctuate and impact operating results are insurance and claims expenses, as well as maintenance costs of our revenue equipment. These expenses can be influenced by multiple factors including our safety performance, equipment age, and other factors. A key component of lowering our operating costs is labor efficiency within our network. We continue to focus on technological advances to improve the customer experience and reduce our operating costs.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands, except per tractor data)																								Increase (Decrease)
Total revenue			$	325,412					$	284,168					$	914,012					$	806,577					14.5		%				13.3		%
Revenue, excluding fuel surcharge			$	280,181					$	239,984					$	784,266					$	682,491					16.7		%				14.9		%
GAAP: Operating income			$	24,556					$	32,275					$	77,892					$	89,095					(23.9		%)				(12.6		%)
Non-GAAP: Adjusted Operating Income 1			$	29,119					$	36,195					$	90,295					$	100,855					(19.5		%)				(10.5		%)
GAAP: Operating ratio 2			92.5		%				88.6		%				91.5		%				89.0		%				390		bps				250		bps
Non-GAAP: Adjusted Operating Ratio 1 2			89.6		%				84.9		%				88.5		%				85.2		%				470		bps				330		bps
LTL shipments per day 2			21,907						19,712						20,397						18,771						11.1		%				8.7		%
LTL weight per shipment 2			1,001						1,042						1,005						1,053						(3.9		%)				(4.6		%)
LTL average length of haul (miles) 2			592						562						584						548						5.3		%				6.6		%
LTL revenue per shipment 2			$	202.20					$	196.59					$	201.56					$	191.36					2.9		%				5.3		%
LTL revenue xFSC per shipment 2			$	173.83					$	165.80					$	172.67					$	161.74					4.8		%				6.8		%
LTL revenue per hundredweight 2			$	20.21					$	18.86					$	20.05					$	18.17					7.2		%				10.3		%
LTL revenue xFSC per hundredweight 2			$	17.37					$	15.91					$	17.18					$	15.36					9.2		%				11.8		%
LTL average tractors 2 3			3,730						3,206						3,505						3,177						16.3		%				10.3		%
LTL average trailers 2 4			9,888						8,496						9,160						8,445						16.4		%				8.5		%

1Refer to "Non-GAAP Financial Measures" below.

2Defined under "Operating Statistics," above.

3Our LTL tractor fleet includes 615 and 609 tractors from ACT's and MME's dedicated and other businesses for the third quarter of 2024 and 2023, respectively. Our LTL tractor fleet includes 613 and 610 tractors from ACT's and MME's dedicated and other businesses for the year-to-date periods September 30, 2024 and 2023, respectively.

4Our LTL trailer fleet includes 843 and 777 trailers from ACT's and MME's dedicated and other businesses for the third quarter of 2024 and 2023, respectively. Our LTL trailer fleet includes 831 and 778 trailers from ACT's and MME's dedicated and other businesses for the year-to-date periods September 30, 2024 and 2023, respectively.

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Comparison Between the Quarters Ended September 30, 2024 and 2023 — Our LTL segment grew revenue, excluding fuel surcharge, 16.7% as shipments per day increased 11.1% year-over-year. Our previously announced acquisition of DHE on July 30, 2024 contributed approximately 7.5% to each of these improvements and added the key Southwest markets of California, Arizona, and Nevada to our network. Revenue per hundredweight, excluding fuel surcharge, increased 9.2%, while revenue per shipment, excluding fuel surcharge, increased by 4.8%, reflecting a 3.9% decrease in weight per shipment. This segment produced an 89.6% Adjusted Operating Ratio during the third quarter, and Adjusted Operating Income decreased 19.5% year-over-year due to start-up costs and sub-scale operations at our recently opened facilities.

During the quarter, we opened 16 additional service centers following 18 openings in the first half of the year. We expect to open 4 more service centers by the end of 2024. Also, our DHE acquisition represents approximately 10% growth in both service centers and door count for our LTL network. Overall, our organic and inorganic expansion activities in 2024 should add nearly 1,500 doors, representing a 32.2% increase to our door count from the beginning of the year. We believe this meaningfully impacts the reach of our service offering and increases the density of our network. We believe the investments we are making in our network during 2024 bring opportunities to service additional freight and customers, though the associated set-up costs and initial operational inefficiencies are near-term headwinds to improving margins. Our focus for 2025 will be to have these locations continue to scale, particularly as they participate in the next bid cycle, to help drive growth and margin expansion in the business. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The LTL segment produced an 88.5% Adjusted Operating Ratio during the year-to-date period ending September 30, 2024, as revenue, excluding fuel surcharge, increased 14.9%. Adjusted Operating Income decreased 10.5% due to severe winter weather experienced during the first quarter of 2024 and start-up costs and early stage operations at our recently opened facilities. Average shipments per day increased 8.7%. Revenue per hundredweight, excluding fuel surcharge, increased 11.8%, while revenue per shipment, excluding fuel surcharge, increased 6.8%, reflecting a 4.6% decrease in weight per shipment.

Logistics Segment

The Logistics segment is less asset-intensive than the Truckload and LTL segments and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is generated by its brokerage operations. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, trailing equipment, origin management, surge volume, disaster relief, special projects, and other logistics needs). Logistics revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through third-party capacity providers, and our ability to secure third-party capacity providers to transport customer freight.

The most significant expense in the Logistics segment is purchased transportation that we pay to third-party capacity providers, which is primarily a variable cost and is included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Variability in this expense depends on truckload capacity, availability of third-party capacity providers, rates charged to customers, current freight demand, and customer shipping needs. Fixed Logistics operating expenses primarily include non-driver employee compensation and benefits recorded in "Salaries, wages, and benefits" and depreciation and amortization expense recorded in "Depreciation and amortization of property and equipment" in the condensed consolidated statements of comprehensive income.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands, except per load data)																								Increase (Decrease)
Total revenue			$	143,581					$	159,489					$	402,010					$	417,715					(10.0		%)				(3.8		%)
Revenue, excluding intersegment transactions			$	143,581					$	158,601					$	402,010					$	413,160					(9.5		%)				(2.7		%)
GAAP: Operating income			$	6,684					$	10,364					$	13,916					$	32,750					(35.5		%)				(57.5		%)
Non-GAAP: Adjusted Operating Income 1 2			$	7,848					$	10,699					$	17,408					$	33,753					(26.6		%)				(48.4		%)
Revenue per load - Brokerage only 2			$	1,898					$	1,671					$	1,828					$	1,680					13.6		%				8.8		%
Gross margin percentage - Brokerage only 2			17.8		%				18.0		%				17.5		%				19.0		%				(20		bps)				(150		bps)
GAAP: Operating ratio 2			95.3		%				93.5		%				96.5		%				92.2		%				180		bps				430		bps
Non-GAAP: Adjusted Operating Ratio 1 2			94.5		%				93.3		%				95.7		%				91.8		%				120		bps				390		bps

1    Refer to "Non-GAAP Financial Measures" below.

2    Defined under "Operating Statistics," above.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The Logistics segment Adjusted Operating Ratio was 94.5%, with a gross margin of 17.8% in the third quarter of 2024. Logistics load count was down 21.1% year-over-year as we lapped the acquisition of the U.S. Xpress logistics business at the beginning of the quarter, though load count improved 5.5% over the second quarter. Revenue per load increased year-over-year by 13.6% in the third quarter. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The Logistics segment Adjusted Operating Ratio was 95.7%, with a gross margin of 17.5% in the year-to-date period ending September 30, 2024, down from 19.0% in the same period of the prior year. Logistics load count decreased 11.5%, reflecting the inclusion of U.S. Xpress logistics volumes. Revenue per load increased by 8.8% year-over-year, largely driven by the inclusion of U.S. Xpress logistics in the current period, as it has a different business mix.

Intermodal Segment

The Intermodal segment complements our regional operating model, allows us to better serve customers in longer haul lanes, and reduces our investment in fixed assets. Through the Intermodal segment, we generate revenue by moving freight over the rail in our containers and other trailing equipment, combined with revenue for drayage to transport loads between railheads and customer locations. The most significant expense in the Intermodal segment is the cost of purchased transportation that we pay to third-party capacity providers (including rail providers), which is primarily variable and included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. While rail pricing is determined on an annual basis, purchased transportation varies as it relates to rail capacity, freight demand, and customer shipping needs. The main fixed costs in the Intermodal segment are depreciation of our company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands, except per load data)																								Increase (Decrease)
Total revenue			$	102,679					$	101,219					$	288,192					$	316,118					1.4		%				(8.8		%)
GAAP: Operating loss			$	(1,387)					$	(4,524)					$	(8,012)					$	(6,054)					69.3		%				(32.3		%)
Average revenue per load 1			$	2,569					$	2,714					$	2,599					$	2,889					(5.3		%)				(10.0		%)
GAAP: Operating ratio 1			101.4		%				104.5		%				102.8		%				101.9		%				(310		bps)				90		bps
Load count			39,968						37,292						110,905						109,430						7.2		%				1.3		%
Average tractors 1 2			622						677						615						647						(8.1		%)				(4.9		%)
Average containers 1			12,569						12,669						12,577						12,780						(0.8		%)				(1.6		%)

1    Defined under "Operating Statistics," above.

2    Includes 566 and 612 company-owned tractors for the third quarter of 2024 and 2023, respectively.

Includes 558 and 583 company-owned tractors for the year-to-date periods ended September 30, 2024 and 2023, respectively.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The Intermodal segment improved its operating ratio to 101.4% while growing total revenue 1.4% year-over-year. This is the first year-over-year revenue increase in six quarters and was driven by a 7.2% increase in load count, partially offset by a 5.3% decline in revenue per load. We remain focused on growing our load count with disciplined pricing across a diverse group of customers.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The Intermodal segment operated with a 102.8% operating ratio, while total revenue decreased 8.8% year-over-year to $288.2 million. The drop in revenue was driven by a 10.0% decline in revenue per load, offset by a 1.3% increase in load count year-over-year.

All Other Segments

Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, as well as insurance prior to the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.7 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Total revenue			$	68,438					$	119,677					$	221,796					$	391,773					(42.8		%)				(43.4		%)
Operating income (loss)			$	6,211					$	(5,420)					$	(10,347)					$	(28,089)					214.6		%				63.2		%

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The $6.2 million operating income within our All Other Segments is primarily driven by the warehousing and equipment leasing businesses. Revenue within our All Other Segments declined 42.8% year-over-year, largely as a result of winding down our third-party insurance program, which ceased operation at the end of the first quarter of 2024.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Revenue declined 43.4% year-over-year, largely as a result of winding down our third-party insurance program, ultimately ceasing operations at the end of the first quarter. The $10.3 million operating loss within our All Other Segments is primarily driven by the $17.1 million operating loss in our third-party insurance business.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Results of Operations — Consolidated Operating and Other Expenses

Consolidated Operating Expenses

The following tables present certain operating expenses from our condensed consolidated statements of comprehensive income, including each operating expense as a percentage of total revenue and as a percentage of revenue, excluding truckload and LTL fuel surcharge. Truckload and LTL fuel surcharge revenue can be volatile and is primarily dependent upon the cost of fuel, rather than operating expenses unrelated to fuel. Therefore, we believe that revenue, excluding truckload and LTL fuel surcharge is a better measure for analyzing many of our expenses and operating metrics.

Note: The reported results do not include U.S. Xpress' operating results prior to its acquisition by the Company on July 1, 2023 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior periods may not be meaningful.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Salaries, wages, and benefits			$	726,358					$	710,543					$	2,111,143					$	1,780,522					2.2		%				18.6		%
% of total revenue			38.7		%				35.2		%				38.1		%				34.2		%				350		bps				390		bps
% of revenue, excluding truckload and LTL fuel surcharge			43.2		%				40.0		%				42.8		%				38.6		%				320		bps				420		bps

Salaries, wages, and benefits expense is primarily affected by the total number of miles driven by and rates we pay to our company driving associates, and employee benefits including healthcare, workers' compensation, and other benefits. To a lesser extent, non-driver employee headcount, compensation, and benefits affect this expense. Driving associate wages represent the largest component of salaries, wages, and benefits expense.

Several ongoing market factors have reduced the pool of available driving associates, contributing to a challenging driver sourcing market, which we believe will continue. Having a sufficient number of qualified driving associates is a significant headwind, although we continue to seek ways to attract and retain qualified driving associates, including heavily investing in our recruiting efforts, our driving academies, technology, our equipment, and our terminals that improve the experience of driving associates. We expect labor costs (related to both driving associates and non-driver employees) to remain inflationary, which we expect will result in additional pay increases in the future, thereby increasing our salaries, wages, and benefits expense.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The $15.8 million increase in consolidated salaries, wages, and benefits for the third quarter of 2024, as compared to the third quarter of 2023, is primarily due to a $24.6 million increase in LTL wages as a result of service center expansion, the DHE Acquisition, and labor to support increased shipment count from expansion efforts. This was partially offset by a $12.8 million decrease in Truckload driver mileage pay primarily due to the 5.7% decrease in loaded miles.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $330.6 million increase in consolidated salaries, wages, and benefits for the year-to-date period ended September 30, 2024, as compared to the year-to-date period ended September 30, 2023, includes a $276.8 million increase from the results of U.S. Xpress and a $56.0 million increase in LTL wages as a result of shipment count growth facilitated by new service centers.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Fuel			$	213,489					$	272,376					$	670,651					$	628,435					(21.6		%)				6.7		%
% of total revenue			11.4		%				13.5		%				12.1		%				12.1		%				(210		bps)				—		bps
% of revenue, excluding truckload and LTL fuel surcharge			12.7		%				15.3		%				13.6		%				13.6		%				(260		bps)				—		bps

Fuel expense consists primarily of diesel fuel expense for our company-owned tractors. The primary factors affecting our fuel expense are the cost of diesel fuel, the fuel economy of our equipment, and the miles driven by company driving associates.

Our fuel surcharge programs help to offset increases in fuel prices, but generally apply only to loaded miles for our Truckload and LTL segments and typically do not offset non-paid empty miles, idle time, or out-of-route miles driven. Typical fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue for our Truckload and LTL segments. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue. Due to this time lag, our fuel expense, net of fuel surcharge, negatively impacts our operating income during periods of sharply rising fuel costs and positively impacts our operating income during periods of falling fuel costs. We continue to utilize our fuel efficiency initiatives such as trailer blades, idle-control, management of tractor speeds, fleet updates for more fuel-efficient engines, management of fuel procurement, and driving associate training programs that we believe contribute to controlling our fuel expense.

Comparison Between Quarters Ended September 30, 2024 and 2023 — The $58.9 million decrease in consolidated fuel expense for the third quarter of 2024 is primarily driven by the 5.2% decrease in Truckload total miles and the decrease in the average weekly DOE fuel prices for the third quarter of 2024, as compared to the third quarter of 2023. Average weekly DOE fuel prices were $3.69 per gallon for the third quarter of 2024 and $4.27 per gallon for the third quarter of 2023.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $42.2 million increase in consolidated fuel expense for the year-to-date period ended September 30, 2024 includes a $95.1 million increase from the results of U.S. Xpress. The increase was partially offset by the decrease in the average weekly DOE fuel prices for the year-to-date period ended September 30, 2024, as compared to the year-to-date period ended September 30, 2023. Average weekly DOE fuel prices were $3.83 per gallon for the year-to-date period ended September 30, 2024 and $4.20 per gallon for the year-to-date period ended September 30, 2023.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Operations and maintenance			$	142,418					$	142,913					$	415,302					$	343,604					(0.3		%)				20.9		%
% of total revenue			7.6		%				7.1		%				7.5		%				6.6		%				50		bps				90		bps
% of revenue, excluding truckload and LTL fuel surcharge			8.5		%				8.1		%				8.4		%				7.4		%				40		bps				100		bps

Operations and maintenance expense consists of direct operating expenses, such as driving associate hiring and recruiting expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are typically affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2024, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense. We expect to prudently decrease our idle tractor and trailer capacity, in the coming quarters, to reduce operations and maintenance expense while remaining well positioned for potential market inflection.

Comparison Between Quarters Ended September 30, 2024 and 2023 — Operations and maintenance expense remained relatively flat for the third quarter of 2024, as compared to the same period last year.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Operations and maintenance expense increased $71.7 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The increase for the year-to-date period ended September 30, 2024 includes $65.0 million increase from the results of U.S. Xpress.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Insurance and claims			$	86,510					$	148,865					$	314,394					$	424,210					(41.9		%)				(25.9		%)
% of total revenue			4.6		%				7.4		%				5.7		%				8.1		%				(280		bps)				(240		bps)
% of revenue, excluding truckload and LTL fuel surcharge			5.1		%				8.4		%				6.4		%				9.2		%				(330		bps)				(280		bps)

Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, our level of self-insurance, and premium expense. In recent years, insurance carriers have raised premiums for many businesses, including transportation companies, and as a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention limits or reduce excess coverage limits when our policies are renewed or replaced. Insurance and claims expense also varies based on the number of miles driven by company driving associates and independent contractors, the frequency and severity of accidents, trends in development factors used in actuarial accruals, and developments in large, prior-year claims. In future periods, our higher self-insured retention limits and lower excess coverage limits, may cause increased volatility in our consolidated insurance and claims expense.

In the first quarter of 2024, we exited our third-party insurance business, which offered insurance products to third-party carriers, earning premium revenues, which were partially offset by increased insurance reserves, and which exposed us to claims and inability to collect premiums. We ceased operating this business in the first quarter of 2024, which we expect will result in some reduction of volatility as we will no longer be exposed to new claims from the third-party insurance business.

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Comparison Between Quarters Ended September 30, 2024 and 2023 — Consolidated insurance and claims expense decreased by $62.4 million for the third quarter of 2024, as compared to the same period last year primarily due to the Company exiting the third-party insurance business at the end of the first quarter of 2024.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Consolidated insurance and claims expense decreased by $109.8 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The decrease for the year-to-date period ended September 30, 2024 is primarily related to the Company exiting the third-party insurance business at the end of the first quarter of 2024. This was partially offset by an increase of $38.8 million from the results of U.S. Xpress and an increase of $12.5 million for the settlement of an auto liability claim from 2020.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Operating taxes and licenses			$	32,220					$	30,506					$	93,923					$	84,728					5.6		%				10.9		%
% of total revenue			1.7		%				1.5		%				1.7		%				1.6		%				20		bps				10		bps
% of revenue, excluding truckload and LTL fuel surcharge			1.9		%				1.7		%				1.9		%				1.8		%				20		bps				10		bps

Operating taxes and licenses include state franchise taxes, state and federal highway use taxes, property taxes, vehicle license and registration fees, and fuel and mileage taxes, among others. The expense is impacted by changes in the tax rates and registration fees associated with our tractor fleet and regional operating facilities.

Comparison Between Quarters Ended September 30, 2024 and 2023 — Operating taxes and licenses expenses increased by $1.7 million for the third quarter of 2024, as compared to the same period last year primarily as a result of expanding the LTL network. It remained relatively flat as a percentage of revenue, excluding truckload and LTL fuel surcharge, as compared to the same period last year.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Operating taxes and licenses expenses increased by $9.2 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The change includes a $7.9 million increase from the results of U.S. Xpress. However, it remained relatively flat as a percentage of revenue, excluding truckload and LTL fuel surcharge, as compared to the same period last year.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Communications			$	8,411					$	8,411					$	24,208					$	20,344					—		%				19.0		%
% of total revenue			0.4		%				0.4		%				0.4		%				0.4		%				—		bps				—		bps
% of revenue, excluding truckload and LTL fuel surcharge			0.5		%				0.5		%				0.5		%				0.4		%				—		bps				10		bps

Communications expense is comprised of costs associated with our tractor and trailer tracking systems, information technology systems, and phone systems.

Comparison Between Quarters Ended September 30, 2024 and 2023 — Communications expense remained flat for the third quarter of 2024, as compared to the same period last year.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Communications expense increased $3.9 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The change includes a $3.3 million increase from the results of U.S. Xpress. However, it remained relatively flat as a percentage of revenue, excluding truckload and LTL fuel surcharge, as compared to the same period last year.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Depreciation and amortization of property and equipment			$	178,598					$	176,613					$	539,313					$	488,960					1.1		%				10.3		%
% of total revenue			9.5		%				8.7		%				9.7		%				9.4		%				80		bps				30		bps
% of revenue, excluding truckload and LTL fuel surcharge			10.6		%				9.9		%				10.9		%				10.6		%				70		bps				30		bps

Depreciation relates primarily to our owned tractors, trailers, buildings, electronic logging devices, other communication units, and other similar assets. Changes to this fixed cost are generally attributed to increases or decreases to company-owned equipment, the relative percentage of owned versus leased equipment, and fluctuations in new equipment purchase prices. Depreciation can also be affected by the cost of used equipment that we sell or trade and the replacement of older used equipment. Management periodically reviews the condition, average age, and reasonableness of estimated useful lives and salvage values of our equipment and considers such factors in light of our experience with similar assets, used equipment market conditions, and prevailing industry practices.

Comparison Between Quarters Ended September 30, 2024 and 2023 — Consolidated depreciation and amortization of property and equipment remained relatively flat for the third quarter of 2024, as compared to the same period last year.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Consolidated depreciation and amortization of property and equipment increased by $50.4 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The increase includes a $60.1 million increase from the results of U.S. Xpress, partially offset by a decrease in our legacy Truckload tractor depreciation due to a decrease in its tractor count. With the inclusion of U.S. Xpress, tractor count increased year-over-year.

We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions in the remainder of 2024.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Amortization of intangibles			$	18,922					$	18,907					$	56,009					$	51,595					0.1		%				8.6		%
% of total revenue			1.0		%				0.9		%				1.0		%				1.0		%				10		bps				—		bps
% of revenue, excluding truckload and LTL fuel surcharge			1.1		%				1.1		%				1.1		%				1.1		%				—		bps				—		bps

Amortization of intangibles relates to intangible assets identified with the 2017 Merger, ACT Acquisition, U.S. Xpress Acquisition, and various other acquisitions. See Note 3 in Part I, Item 1, of this Quarterly Report for more details regarding details of our acquisitions.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Rental expense			$	42,322					$	50,401					$	129,248					$	81,542					(16.0		%)				58.5		%
% of total revenue			2.3		%				2.5		%				2.3		%				1.6		%				(20		bps)				70		bps
% of revenue, excluding truckload and LTL fuel surcharge			2.5		%				2.8		%				2.6		%				1.8		%				(30		bps)				80		bps

Rental expense consists primarily of payments for revenue equipment assumed in the U.S. Xpress Acquisition, as well as our terminals and other real estate leases.

Comparison Between Quarters Ended September 30, 2024 and 2023 — Consolidated rental expense decreased $8.1 million for the third quarter of 2024, as compared to the same period last year. The decrease is primarily related to an increase in our owned versus leased equipment.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Consolidated rental expense increased $47.7 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The increase is primarily related to the increase of $46.8 million from the results of U.S. Xpress. Additional increases relate to the incorporation of new facilities as we expand our LTL network and were partially offset by a decrease in the rental expense for revenue equipment.

We anticipate that rental expense will decrease, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, a majority of our revenue equipment, terminal improvements, or terminal expansions in the remainder of 2024.

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Purchased transportation			$	295,261					$	330,683					$	859,286					$	869,671					(10.7		%)				(1.2		%)
% of total revenue			15.7		%				16.4		%				15.5		%				16.7		%				(70		bps)				(120		bps)
% of revenue, excluding truckload and LTL fuel surcharge			17.6		%				18.6		%				17.4		%				18.8		%				(100		bps)				(140		bps)

Purchased transportation expense is comprised of payments to independent contractors in our trucking operations, as well as payments to third-party capacity providers related to logistics, freight management, and non-trucking services in our logistics and intermodal businesses. Purchased transportation is generally affected by capacity in the market as well as changes in fuel prices. As capacity tightens, our payments to third-party capacity providers and to independent contractors tend to increase. Additionally, as fuel prices increase, payments to third-party capacity providers and independent contractors increase. Purchased transportation expense may also fluctuate as a percentage of revenue based on the relative growth of our logistics and intermodal businesses as compared to our full truckload and LTL businesses.

Comparison Between Quarters Ended September 30, 2024 and 2023 — Consolidated purchased transportation expense decreased $35.4 million for the third quarter of 2024, as compared to the same period last year. The decrease is primarily driven by the decrease in load volume within our logistics business.

Comparison Between Year-to-Date September 30, 2024 and 2023 — Consolidated purchased transportation expense decreased $10.4 million for the year-to-date period ended September 30, 2024, as compared to the same period last year. The decrease is primarily due to decreased load volume within our logistics business, partially offset by the increase of $143.1 million from the results of U.S. Xpress.

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			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Impairments			$	1,008					$	—					$	10,867					$	—					100.0		%				100.0		%

In 2024, we incurred impairment charges associated with building improvements certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Miscellaneous operating expenses			$	49,739					$	48,662					$	156,018					$	116,363					2.2		%				34.1		%

Miscellaneous operating expenses primarily consist of legal and professional services fees, general and administrative expenses, other costs, as well as net gain on sales of equipment.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The $1.1 million increase in net consolidated miscellaneous operating expenses is primarily due to a $2.2 million decrease in gain on sales of equipment.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $39.7 million increase in net consolidated miscellaneous operating expenses is primarily due to the $18.9 million increase from the results of U.S. Xpress as well as a $22.9 million decrease in gain on sales of equipment.

Consolidated Other Expenses (Income)

			Quarter Ended September 30,												Year-to-Date September 30,												QTD 2024 vs.						YTD 2024 vs.
			2024						2023						2024						2023						QTD 2023						YTD 2023
			(Dollars in thousands)																								Increase (Decrease)
Interest expense			$	44,398					$	39,354					$	126,116					$	86,799					12.8		%				45.3		%
Other (income) expenses, net			(3,169)						(11,433)						(17,049)						(30,815)						(72.3		%)				(44.7		%)
Income tax expense (benefit)			14,137						(1,220)						22,253						53,474						1,258.8		%				(58.4		%)

Interest expense — Interest expense is comprised of debt and finance lease interest expense as well as amortization of deferred loan costs. The increase in interest expense during the third quarter and the year-to-date period ended of 2024 was primarily due to higher debt balances related to the acquisitions of U.S. Xpress and DHE. Additional details regarding our debt are discussed in Note 6 in Part I, Item 1 of this Quarterly Report.

Other (income) expenses, net — Other (income) expenses, net is primarily comprised of losses and (gains) from our various equity investments, as well as certain other non-operating income and expense items that may arise outside of the normal course of business.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The $8.3 million decrease in other (income) expenses, net is primarily driven by a $12.1 million write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter. This was partially offset by an increase in the net gain recorded within our remaining portfolio of investments during the third quarter of 2024.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $13.8 million decrease in other (income) expenses, net is primarily driven by a $12.1 million write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter. The remaining decrease is a result of the net loss recorded within our remaining portfolio of investments during the year-to-date period ended September 30, 2024.

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Income tax expense (benefit) — In addition to the discussion below, Note 4 in Part I, Item 1 of this Quarterly Report provides further analysis related to income taxes.

Comparison Between the Quarters Ended September 30, 2024 and 2023 — The $15.4 million increase in consolidated income tax expense (benefit) was primarily due to the partial release in the third quarter of 2023 of the valuation allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. Our effective tax rate for the third quarter of 2024 was 32.0%, compared to (2.1)% for the third quarter of 2023.

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $31.2 million decrease in consolidated income tax expense (benefit) was primarily due to a reduction of pre-tax income which was partially offset by the partial release in the third quarter of 2023 of the valuation allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. This resulted in an effective tax rate of 32.2% for the year-to-date period ended September 30, 2024, and 19.1% for the year-to-date period ending September 30, 2023.

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Non-GAAP Financial Measures

The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted EPS," "Adjusted Operating Income," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the Board focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the Board use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.

Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Ratio, and Free Cash Flow are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating income, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

Pursuant to the requirements of Regulation G, the following tables reconcile GAAP consolidated net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income attributable to Knight-Swift, GAAP consolidated earnings per diluted share to non-GAAP consolidated Adjusted EPS, GAAP consolidated operating ratio to non-GAAP consolidated Adjusted Operating Ratio, GAAP reportable segment operating income to non-GAAP reportable segment Adjusted Operating Income, GAAP reportable segment operating ratio to non-GAAP reportable segment Adjusted Operating Ratio, and GAAP cash flow from operations to non-GAAP Free Cash Flow.

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Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
			(In thousands)
GAAP: Net income attributable to Knight-Swift			$	30,464					$	60,194					$	48,129					$	227,804
Adjusted for:
Income tax expense (benefit) attributable to Knight-Swift			14,137						(1,220)						22,253						53,474
Income before income taxes attributable to Knight-Swift			44,601						58,974						70,382						281,278
Amortization of intangibles 1			19,189						18,907						56,276						51,595
Impairments 2			1,008						—						10,867						—
Legal accruals 3			366						150						2,194						1,150
Transaction fees 4			602						—						602						6,868
Other acquisition related expenses 5			—						6,546						—						6,546
Severance expense 6			—						3,699						7,219						5,151
Change in fair value of deferred earnout 7			(859)						(859)						(859)						(3,359)
Loss on investment 8			12,107						—						12,107						—
Adjusted income before income taxes			77,014						87,417						158,788						349,229
Provision for income tax expense at effective rate 9			(22,567)						(20,255)						(45,192)						(84,958)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift			$	54,447					$	67,162					$	113,596					$	264,271

Note: Since the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP: Earnings per diluted share			$	0.19					$	0.37					$	0.30					$	1.41
Adjusted for:
Income tax expense (benefit) attributable to Knight-Swift			0.09						(0.01)						0.14						0.33
Income before income taxes attributable to Knight-Swift			0.27						0.36						0.43						1.74
Amortization of intangibles 1			0.12						0.12						0.35						0.32
Impairments 2			0.01						—						0.07						—
Legal accruals 3			—						—						0.01						0.01
Transaction fees 4			—						—						—						0.04
Other acquisition related expenses 5			—						0.04						—						0.04
Severance expense 6			—						0.02						0.04						0.03
Change in fair value of deferred earnout 7			(0.01)						(0.01)						(0.01)						(0.02)
Loss on investment 8			0.07						—						0.07						—
Adjusted income before income taxes			0.47						0.54						0.98						2.16
Provision for income tax expense at effective rate 9			(0.14)						(0.13)						(0.28)						(0.53)
Non-GAAP: Adjusted EPS			$	0.34					$	0.41					$	0.70					$	1.63

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1    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT Acquisition, the U.S. Xpress Acquisition, and other acquisition, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income. Refer to Note 3 in Part I, Item 1 of this Quarterly Report for additional details regarding our acquisitions.

2    "Impairments" reflects the non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).

3    "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:

•Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements.

•During the second and third quarters of 2023, legal expense reflects the increased estimated exposure for various accrued legal matters based on recent settlement agreements. First quarter 2023 legal expense reflects a decrease in the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement.

4    "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 and July 30, 2024 acquisitions of U.S. Xpress and DHE, respectively. The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, wages, and benefits" and with smaller amounts included in other line items in the condensed statements of comprehensive income.

5    "Other acquisition related expenses" represents one-time expenses associated with the U.S. Xpress acquisition, including certain severance expense, including the acceleration of stock compensation as well as other operating expenses. These are primarily included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income.

6    "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income.

7    "Change in fair value of deferred earnout" reflects the expense for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses."

8    "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.

9    For the third quarter of 2024, an adjusted effective tax rate of 29.3% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ended September 30, 2024, an adjusted effective tax rate of 28.5% was applied in our Adjusted EPS calculation to exclude certain discrete items.

For the third quarter and year-to-date of 2023, an effective tax rate of 23.2% and 24.3%, respectively was applied in our Adjusted EPS calculation to exclude the tax benefit from the partial release of the pre-acquisition allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits.

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Non-GAAP Reconciliation: Consolidated Adjusted Operating Income and Adjusted Operating Ratio

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP Presentation			(Dollars in thousands)
Total revenue			$	1,876,676					$	2,019,936					$	5,545,797					$	5,209,847
Total operating expenses			(1,795,256)						(1,938,880)						(5,380,362)						(4,889,974)
Operating income			$	81,420					$	81,056					$	165,435					$	319,873
Operating ratio			95.7		%				96.0		%				97.0		%				93.9		%
Non-GAAP Presentation
Total revenue			$	1,876,676					$	2,019,936					$	5,545,797					$	5,209,847
Truckload and LTL fuel surcharge			(195,783)						(244,687)						(610,389)						(593,857)
Revenue, excluding truckload and LTL fuel surcharge			1,680,893						1,775,249						4,935,408						4,615,990
Total operating expenses			1,795,256						1,938,880						5,380,362						4,889,974
Adjusted for:
Truckload and LTL fuel surcharge			(195,783)						(244,687)						(610,389)						(593,857)
Amortization of intangibles 1			(19,189)						(18,907)						(56,276)						(51,595)
Impairments 2			(1,008)						—						(10,867)						—
Legal accruals 3			(366)						(150)						(2,194)						(1,150)
Transaction fees 4			(602)						—						(602)						(6,868)
Other acquisition related expenses 5			—						(6,546)						—						(6,546)
Severance expense 6			—						(3,699)						(7,219)						(5,151)
Change in fair value of deferred earnout 7			859						859						859						3,359
Adjusted Operating Expenses			1,579,167						1,665,750						4,693,674						4,228,166
Adjusted Operating Income			$	101,726					$	109,499					$	241,734					$	387,824
Adjusted Operating Ratio			93.9		%				93.8		%				95.1		%				91.6		%

1    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 1.

2    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.

3    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3.

4    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4.

5    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.

6    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.

7    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 7.

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Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Income and Adjusted Operating Ratio

Truckload Segment

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP Presentation			(Dollars in thousands)
Total revenue			$	1,258,156					$	1,380,781					$	3,785,408					$	3,346,685
Total operating expenses			(1,212,800)						(1,332,420)						(3,693,422)						(3,114,514)
Operating income			$	45,356					$	48,361					$	91,986					$	232,171
Operating ratio			96.4		%				96.5		%				97.6		%				93.1		%
Non-GAAP Presentation
Total revenue			$	1,258,156					$	1,380,781					$	3,785,408					$	3,346,685
Fuel surcharge			(150,552)						(200,503)						(480,643)						(469,771)
Intersegment transactions			(143)						(300)						(463)						(1,583)
Revenue, excluding fuel surcharge and intersegment transactions			1,107,461						1,179,978						3,304,302						2,875,331
Total operating expenses			1,212,800						1,332,420						3,693,422						3,114,514
Adjusted for:
Fuel surcharge			(150,552)						(200,503)						(480,643)						(469,771)
Intersegment transactions			(143)						(300)						(463)						(1,583)
Amortization of intangibles 1			(1,775)						(2,605)						(5,325)						(3,247)
Impairments 2			(1,008)						—						(9,662)						—
Legal accruals 3			(366)						—						(336)						—
Other acquisition related expenses 4			—						(6,546)						—						(6,546)
Severance expense 5			—						(2,636)						(1,466)						(2,636)
Adjusted Operating Expenses			1,058,956						1,119,830						3,195,527						2,630,731
Adjusted Operating Income			$	48,505					$	60,148					$	108,775					$	244,600
Adjusted Operating Ratio			95.6		%				94.9		%				96.7		%				91.5		%

1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress Acquisition.

2See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.

3See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 3.

4See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.

5See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.

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LTL Segment

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP Presentation			(Dollars in thousands)
Total revenue			$	325,412					$	284,168					$	914,012					$	806,577
Total operating expenses			(300,856)						(251,893)						(836,120)						(717,482)
Operating income			$	24,556					$	32,275					$	77,892					$	89,095
Operating ratio			92.5		%				88.6		%				91.5		%				89.0		%
Non-GAAP Presentation
Total revenue			$	325,412					$	284,168					$	914,012					$	806,577
Fuel surcharge			(45,231)						(44,184)						(129,746)						(124,086)
Revenue, excluding fuel surcharge			280,181						239,984						784,266						682,491
Total operating expenses			300,856						251,893						836,120						717,482
Adjusted for:
Fuel surcharge			(45,231)						(44,184)						(129,746)						(124,086)
Amortization of intangibles 1			(4,563)						(3,920)						(12,403)						(11,760)
Adjusted Operating Expenses			251,062						203,789						693,971						581,636
Adjusted Operating Income			$	29,119					$	36,195					$	90,295					$	100,855
Adjusted Operating Ratio			89.6		%				84.9		%				88.5		%				85.2		%

1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified with the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.

Logistics Segment

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP Presentation			(Dollars in thousands)
Total revenue			$	143,581					$	159,489					$	402,010					$	417,715
Total operating expenses			(136,897)						(149,125)						(388,094)						(384,965)
Operating income			$	6,684					$	10,364					$	13,916					$	32,750
Operating ratio			95.3		%				93.5		%				96.5		%				92.2		%
Non-GAAP Presentation
Total revenue			$	143,581					$	159,489					$	402,010					$	417,715
Intersegment transactions			—						(888)						—						(4,555)
Revenue, excluding intersegment transactions			143,581						158,601						402,010						413,160
Total operating expenses			136,897						149,125						388,094						384,965
Adjusted for:
Intersegment transactions			—						(888)						—						(4,555)
Amortization of intangibles 1			(1,164)						(335)						(3,492)						(1,003)
Adjusted Operating Expenses			135,733						147,902						384,602						379,407
Adjusted Operating Income			$	7,848					$	10,699					$	17,408					$	33,753
Adjusted Operating Ratio			94.5		%				93.3		%				95.7		%				91.8		%

1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions.

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Intermodal Segment

			Quarter Ended September 30,												Year-to-Date September 30,
			2024						2023						2024						2023
GAAP Presentation			(Dollars in thousands)
Total revenue			$	102,679					$	101,219					$	288,192					$	316,118
Total operating expenses			(104,066)						(105,743)						(296,204)						(322,172)
Operating loss			$	(1,387)					$	(4,524)					$	(8,012)					$	(6,054)
Operating ratio			101.4		%				104.5		%				102.8		%				101.9		%

Non-GAAP Reconciliation: Free Cash Flow

			Year-to-Date September 30, 2024
GAAP: Cash flows from operations			$	524,741
Adjusted for:
Proceeds from sale of property and equipment, including assets held for sale			183,589
Purchases of property and equipment			(592,081)
Non-GAAP: Free Cash Flow			$	116,249

Liquidity and Capital Resources

Sources of Liquidity

Our primary sources of liquidity are funds provided by operations and the following:

Source						September 30, 2024
						(In thousands)
Cash and cash equivalents, excluding restricted cash						$	166,348
Availability under 2021 Revolver, due September 2026 1						854,899
Availability under 2023 RSA, due October 2025 2						6,033
Total unrestricted liquidity						$	1,027,280
Cash and cash equivalents – restricted 3						154,564
Total liquidity, including restricted cash						$	1,181,844

1    As of September 30, 2024, we had $227.0 million borrowings under our $1.1 billion 2021 Revolver. We additionally had $18.1 million in outstanding letters of credit (discussed below) issued under the 2021 Revolver, leaving $854.9 million available under the 2021 Revolver.

2    Based on eligible receivables at September 30, 2024, our borrowing base for the 2023 RSA was $492.4 million, while outstanding borrowings were $459.2 million, along with $27.2 million in outstanding letters of credit, leaving $6.0 million available under the 2023 RSA. Refer to Note 5 in Part I, Item 1 of this Quarterly Report for more information regarding the 2023 RSA.

3    Restricted cash is primarily held by our captive insurance companies for claims payments. "Cash and cash equivalents – restricted" consists of $150.9 million included in "Cash and cash equivalents – restricted" on the condensed consolidated balance sheet held by Mohave and Red Rock for claims payments. The remaining $3.7 million is included in "Other long-term assets" and is held in escrow accounts to meet statutory requirements.

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Uses of Liquidity

Our business requires substantial amounts of cash for operating activities, including salaries and wages paid to our employees, contract payments to independent contractors, insurance and claims payments, tax payments, and others. We also use large amounts of cash and credit for the following activities:

Capital Expenditures — When justified by customer demand, as well as our liquidity and our ability to generate acceptable returns, we make substantial cash capital expenditures to maintain a modern company tractor fleet, refresh and expand our trailer fleet, expand our network of LTL service centers, and, to a lesser extent, fund upgrades to our terminals and technology in our various service offerings. In connection with our business strategy, we regularly evaluate acquisition and strategic partnership opportunities. We expect net cash capital expenditures, will be in the range of $525.0 – $575.0 million for full-year 2024. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and excludes acquisitions. We believe we have ample flexibility in our trade cycle and purchase agreements to alter our current plans if economic and other conditions warrant.

Over the long-term, we will continue to have significant capital requirements, which may require us to seek additional borrowing, lease financing, or equity capital. The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions. If such additional borrowing, lease financing, or equity capital is not available at the time we need it, then we may need to borrow more under the 2021 Revolver (if not then fully drawn), extend the maturity of then-outstanding debt, rely on alternative financing arrangements, engage in asset sales, limit our fleet size, or operate our revenue equipment for longer periods.

There can be no assurance that we will be able to obtain additional debt under our existing financial arrangements to satisfy our ongoing capital requirements. However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our accounts receivable securitization, and availability under the 2021 Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.

Principal and Interest Payments — As of September 30, 2024, we had debt, accounts receivable securitization, and finance lease obligations of $2.9 billion, which are discussed under "Material Debt Agreements," below. Certain cash flows from operations are committed to minimum payments of principal and interest on our debt and lease obligations. Additionally, when our financial position allows, we periodically make voluntary prepayments on our outstanding debt balances.

Letters of Credit — Pursuant to the terms of the 2021 Debt Agreement and the 2023 RSA, our lenders may issue standby letters of credit on our behalf. When we have certain letters of credit outstanding, the availability under the 2021 Revolver or 2023 RSA is reduced accordingly. As of September 30, 2024, we also had outstanding letters of credit of $248.0 million pursuant to a bilateral agreement which do not impact the availability of the 2021 Revolver and 2023 RSA. Standby letters of credit are typically issued for the benefit of regulatory authorities, insurance companies and state departments of insurance for the purpose of satisfying certain collateral requirements, primarily related to our automobile, workers' compensation, and general insurance liabilities.

Share Repurchases — From time to time, and depending on Free Cash Flow1 availability, debt levels, common stock prices, general economic and market conditions, as well as internal approval requirements, we may repurchase shares of our outstanding common stock. As of September 30, 2024, the Company had $200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan. Additional details regarding our share repurchase plans are discussed in Note 10 in Part I, Item 1 of this Quarterly Report.

________

1Refer to "Non-GAAP Financial Measures."

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED

Working Capital

We had a working capital surplus of $8.1 million as of September 30, 2024 and a working capital deficit of $116.3 million as of December 31, 2023. The change in our working capital is primarily attributed to the 2024 Amendment which extended the maturity related to the 2021 Term Loan A-2 from September 2024 to September 2026.

Material Debt Agreements

As of September 30, 2024, we had $2.9 billion in material debt obligations at the following carrying values:

•$349.0 million: 2021 Term Loan A-2, due September 2026, net of $1.0 million in deferred loan costs

•$789.3 million: 2021 Term Loan A-3, due September 2026, net of $0.7 million in deferred loan costs

•$249.4 million: 2023 Term Loan, due September 2026, net of $0.6 million in deferred loan costs

•$458.9 million: 2023 RSA outstanding borrowings, net of $0.3 million in deferred loan costs

•$609.8 million: Finance lease obligations

•$227.0 million: 2021 Revolver, due September 2026

•$219.5 million: Revenue equipment installment notes

•$23.7 million: Other, net of approximately $13,000 in deferred loan costs

As of December 31, 2023, we had $2.7 billion in material debt obligations at the following carrying values:

•$199.9 million: 2021 Term Loan A-2, due September 2024, net of $0.1 million in deferred loan costs

•$799.1 million: 2021 Term Loan A-3, due September 2026, net of $0.9 million in deferred loan costs

•$249.1 million: 2023 Term Loan, due September 2026, net of $0.9 million in deferred loan costs

•$526.5 million: 2023 RSA outstanding borrowings, net of $0.5 million in deferred loan costs

•$528.9 million: Finance lease obligations

•$67.0 million: 2021 Revolver, due September 2026

•$279.3 million: Revenue equipment installment notes

•$33.6 million: Other, net of $22,000 in deferred loan costs

Cash Flow Analysis

			Year-to-Date September 30,												Change
			2024						2023
			(In thousands)
Net cash provided by operating activities			$	524,741					$	873,502					$	(348,761)
Net cash used in investing activities			(619,020)						(1,088,030)						469,010
Net cash (used in) provided by financing activities			(54,495)						286,090						(340,585)

Net Cash Provided by Operating Activities

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $348.8 million decrease in net cash provided by operating activities included a $154.4 million decrease in operating income for year-to-date September 30, 2024, a $161.1 million cash payment for a commutation agreement to transfer certain outstanding insurance reserves to a third party, and a $46.3 million increase in cash paid for interest. This was partially offset by a $28.1 million decrease in cash paid for income taxes. Note: Factors affecting the increase in operating income are discussed in "Results of Operations — Consolidated Operating and Other Expenses."

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Net Cash Used in Investing Activities

Comparison Between Year-to-Date September 30, 2024 and 2023 — The $469.0 million decrease in net cash used in investing activities was primarily due to a $230.0 million decrease in net cash capital expenditures and a $272.8 million decrease in cash used on acquisitions.

Net Cash Used in Financing Activities

Comparison Between Year-to-Date September 30, 2024 and 2023 — Net cash used in financing activities increased by $340.6 million, primarily due to a $133.5 million increase in repayments on our finance leases and long-term debt, $100.0 million decrease in proceeds from our long-term debt, and $97.0 million decrease in net proceeds from our 2021 Revolver.

Seasonality

Discussion regarding the impact of seasonality on our business is included in Note 1 in the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report, incorporated by reference herein.

Inflation

Most of our operating expenses are inflation-sensitive, with inflation generally leading to increased costs of operations. Price increases in manufactured revenue equipment has impacted the cost for us to acquire new equipment. Cost increases have also impacted the cost of parts for equipment repairs and maintenance. The qualified driver shortage experienced by the trucking industry overall has had the effect of increasing compensation paid to our driving associates. We have also experienced inflation in insurance and claims cost related to health insurance and claims as well as auto liability insurance and claims. Prolonged periods of inflation have recently and could continue to cause interest rates, fuel, wages, and other costs to increase as well. Any of these factors could adversely affect our results of operations unless freight rates correspondingly increase.

Recently Issued Accounting Pronouncements

See Note 2 in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference, for the impact of recently issued accounting pronouncements on the Company's condensed consolidated financial statements.

ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure from variable interest rates, primarily related to our 2021 Debt Agreement, 2023 Term Loan, and 2023 RSA. These variable interest rates are impacted by changes in short-term interest rates. We primarily manage interest rate exposure through a mix of variable rate debt (weighted average rate of 6.6% as of September 30, 2024) and fixed rate equipment lease financing. Assuming the level of borrowings as of September 30, 2024, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $20.9 million.

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Commodity Price Risk

We have commodity exposure with respect to fuel used in company-owned tractors. Increases in fuel prices would continue to raise our operating costs, even after applying fuel surcharge revenue. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The weekly average diesel price per gallon in the US decreased to $3.69 for the third quarter of 2024 from an average of $4.27 in the third quarter of 2023. The weekly average diesel price per gallon decreased to $3.83 for year-to-date September 30, 2024 from an average price of $4.20 for year-to-date September 30, 2023. We cannot predict the extent or speed of potential changes in fuel price levels in the future, the degree to which the lag effect of our fuel surcharge programs will impact us as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset such increases. We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility. To mitigate the impact of rising fuel costs, we contract with some of our fuel suppliers to buy fuel at a fixed price or within banded pricing for a specified period, usually not exceeding twelve months. However, these purchase commitments only cover a small portion of our fuel consumption. Accordingly, fuel price fluctuations may still negatively impact us.

ITEM 4.			CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board. Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (2) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We base our internal control over financial reporting on the criteria set forth in the 2013 COSO Internal Control: Integrated Framework.

We have confidence in our disclosure controls and procedures and internal control over financial reporting. Nevertheless, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors, misstatements, or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

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PART II OTHER INFORMATION

ITEM 1.			LEGAL PROCEEDINGS

Information about our legal proceedings is included in Note 9 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended September 30, 2024, and is incorporated by reference herein.

ITEM 1A.			RISK FACTORS

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our 2023 Annual Report in the section entitled "Item 1A. Risk Factors," describes some of the risks and uncertainties associated with our business.

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

Period			Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Approximate Dollar Value That May Yet be Purchased Under the Plans or Programs 1
			(in thousands, except per share data)
July 1, 2024 to July 31, 2024			—						$	—					—						$	200,041
August 1, 2024 to August 31, 2024			—						$	—					—						$	200,041
September 1, 2024 to September 30, 2024			—						$	—					—						$	200,041
Total			—						$	—					—						$	200,041

1In April 2022, we announced that the Board had approved the $350.0 million 2022 Knight-Swift Share Repurchase Plan, replacing the 2020 Knight-Swift Share Repurchase Plan. There is no expiration date associated with the 2022 Knight-Swift Share Repurchase Plan. See Note 10 in Part I, Item 1 of this Quarterly Report regarding our share repurchase plans.

ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.			OTHER INFORMATION

During the quarter ended September 30, 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

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ITEM 6.			EXHIBITS

Exhibit  Number

Description

Page or Method of Filing

3.1

Fourth Amended and Restated Certificate of Incorporation of Knight-Swift Transportation Holdings Inc.

Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended June 30, 2020

3.2

Fifth Amended and Restated By-laws of Knight-Swift Transportation Holdings Inc.

Incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 12, 2023

10.1*

First Amendment to Credit Agreement, dated as of August 6, 2024, by and among Knight-Swift Transportation Holdings Inc., the lenders thereto, Bank of America, N.A., as Administrative Agent and PNC Bank National Association and Wells Fargo Bank, National Association as Lenders and Co-Syndication Agents

Filed herewith

31.1

Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Executive Officer (principal executive officer).

Filed herewith

31.2

Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Andrew Hess, the Company's Chief Financial Officer (principal financial officer).

Filed herewith

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Executive Officer.

Furnished herewith

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Andrew Hess, the Company's Chief Financial Officer.

Furnished herewith

101.INS

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

Filed herewith

101.CAL

XBRL Taxonomy Calculation Linkbase Document

Filed herewith

101.LAB

XBRL Taxonomy Label Linkbase Document

Filed herewith

101.PRE

XBRL Taxonomy Presentation Linkbase Document

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Document

Filed herewith

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith

*    Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to supplementally furnish to the SEC a copy of any omitted schedule upon request by the SEC.

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SIGNATURES

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

 

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Date:

October 30, 2024

/s/ Adam W. Miller

Adam W. Miller

Chief Executive Officer, in his capacity as such and on

behalf of the registrant

Date:

October 30, 2024

/s/ Andrew Hess

Andrew Hess

Chief Financial Officer, in his capacity as such and on

behalf of the registrant

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