Knight-Swift Transportation - 10-Q quarterly report FY2020 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________

FORM 10-Q

___________________________________________________________________________________________________________________

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

For the quarterly period ended June 30, 2020

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

For the transition period from to

Commission File Number: 001-35007

_________________________________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________


Delaware						20-5589597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

20002 North 19th Avenue

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 Par Value

KNX

New York Stock Exchange

_________________________________________________________________________________________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 170,203,548 shares of the registrant's common stock outstanding as of July 29, 2020.

Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.


QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION			PAGE
Item 1. Financial Statements			4

Condensed Consolidated Balance Sheets (Unaudited) — June 30 , 2020 and December 31, 2019			4

Condensed Consolidated Statements of Comprehensive Income (Unaudited) — Quarter and Year-to-Date June 30 , 2020 and 2019			5

Condensed Consolidated Statements of Cash Flows (Unaudited) — Year-to-Date June 30 , 2020 and 2019			6

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) — Quarter and Year-to-Date June 30, 2020 and 2019			8

Note 1 — Introduction and Basis of Presentation			10

Note 2 — Recently Adopted Accounting Pronouncements			11

Note 3 — Recently Issued Accounting Pronouncements			13

Note 4 — Acquisition			14

Note 5 — Restricted Investments, Held-to-Maturity			16

Note 6 — Assets Held for Sale			16

Note 7 — Goodwill and Other Intangible Assets			17

Note 8 — Income Taxes			18



Note 9 — Accounts Receivable Securitization			18

Note 10 — Commitments			20

Note 11 — Contingencies and Legal Proceedings			20

Note 12 — Share Repurchase Plan			23

Note 13 — Weighted Average Shares Outstanding			23

Note 14 — Related Party Transactions			24

Note 15 — Information by Segment and Geography			25

Note 16 — Fair Value Measurement			27

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			30

Item 3. Quantitative and Qualitative Disclosures About Market Risk			59

Item 4. Controls and Procedures			59
PART II OTHER INFORMATION
Item 1. Legal Proceedings			61

Item 1A. Risk Factors			61

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			61

Item 3. Defaults Upon Senior Securities			61

Item 4. Mine Safety Disclosures			61

Item 5. Other Information			61

Item 6. Exhibits			62

Signatures			63

Table of Contents

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

GLOSSARY OF TERMS

The following glossary defines certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.

Term

Definition

Knight-Swift/the Company/Management/We/Us/Our

Unless otherwise indicated or the context otherwise requires, these terms represent Knight-Swift Transportation Holdings Inc. and its subsidiaries.

2017 Merger

The September 8, 2017 merger of Knight and Swift, pursuant to which we became Knight-Swift Transportation Holdings Inc.

2017 Debt Agreement

The Company's Credit Agreement, entered into on September 29, 2017, consisting of the Revolver and Term Loan, which are defined below.

2018 RSA

Fourth Amendment to the Amended and Restated Receivables Sales Agreement, entered into on July 11, 2018 by Swift Receivables Company II, LLC with unrelated financial entities.

Annual Report

Annual Report on Form 10-K

ASC

Accounting Standards Codification

ASU

Accounting Standards Update

Board

Knight-Swift's Board of Directors

COVID-19

Viral strain of a coronavirus which led the World Health Organization to declare a global pandemic in March 2020.

DOE

United States Department of Energy

EPS

Earnings Per Share

ESPP

Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan

FASB

Financial Accounting Standards Board

GAAP

United States Generally Accepted Accounting Principles

Knight

Unless otherwise indicated or the context otherwise requires, this term represents Knight Transportation, Inc. and its subsidiaries prior to the 2017 Merger.

LIBOR

London InterBank Offered Rate

Quarterly Report

Quarterly Report on Form 10-Q

QTD

Quarter-to-date

Revolver

Revolving line of credit under the 2017 Debt Agreement

RSU

Restricted Stock Unit

SEC

United States Securities and Exchange Commission

Swift

Unless otherwise indicated or the context otherwise requires, this term represents Swift Transportation Company and its subsidiaries prior to the 2017 Merger.

Term Loan

The Company's term loan under the 2017 Debt Agreement

TRP

Transportation Resource Partners

The United States of America

YTD

Year-to-date

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

PART I FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets (Unaudited)


	June 30, 2020		December 31, 2019
	(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	117,760	$	159,722
Cash and cash equivalents – restricted	39,583		41,331
Restricted investments, held-to-maturity, amortized cost	8,272		8,912
Trade receivables, net of allowance for doubtful accounts of $20,568 and $18,178, respectively	522,075		518,547
Contract balance – revenue in transit	14,679		12,696
Prepaid expenses	54,515		62,160
Assets held for sale	39,641		41,786
Income tax receivable	5,902		17,026
Other current assets	27,073		27,848
Total current assets	829,500		890,028
Gross property and equipment	3,947,597		3,742,739
Less: accumulated depreciation and amortization	(1,053,027)		(892,019)
Property and equipment, net	2,894,570		2,850,720
Operating lease right-of-use assets	136,953		169,425
Goodwill	2,922,970		2,918,992
Intangible assets, net	1,412,192		1,379,459
Other long-term assets	82,843		73,108
Total assets	$	8,279,028	$	8,281,732
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	128,731	$	99,194
Accrued payroll and purchased transportation	109,398		110,065
Accrued liabilities	95,863		175,222
Claims accruals – current portion	168,012		150,805

Finance lease liabilities and long-term debt – current portion	403,738		377,651
Operating lease liabilities – current portion	65,741		80,101
Total current liabilities	971,483		993,038
Revolving line of credit	235,000		279,000

Finance lease liabilities – less current portion	48,179		57,383
Operating lease liabilities – less current portion	76,266		96,160
Accounts receivable securitization	164,840		204,762
Claims accruals – less current portion	186,317		196,912
Deferred tax liabilities	792,839		771,719
Other long-term liabilities	38,515		14,455
Total liabilities	2,513,439		2,613,429
Commitments and contingencies (Notes 4, 10, and 11)
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; 170,162 and 170,688 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively.	1,701		1,707

Additional paid-in capital	4,287,293		4,269,043
Retained earnings	1,474,466		1,395,465
Total Knight-Swift stockholders' equity	5,763,460		5,666,215
Noncontrolling interest	2,129		2,088
Total stockholders’ equity	5,765,589		5,668,303
Total liabilities and stockholders’ equity	$	8,279,028	$	8,281,732

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

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Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
	(In thousands, except per share data)
Revenue:
Revenue, excluding trucking fuel surcharge	$	997,597	$	1,122,754	$	2,024,692	$	2,219,710
Trucking fuel surcharge	63,101		119,329		160,804		226,908
Total revenue	1,060,698		1,242,083		2,185,496		2,446,618
Operating expenses:
Salaries, wages, and benefits	365,311		380,354		720,144		744,209
Fuel	86,381		151,309		208,236		289,748
Operations and maintenance	66,067		82,443		134,471		162,203
Insurance and claims	45,302		48,796		99,582		98,932
Operating taxes and licenses	20,883		21,560		43,052		43,363
Communications	4,902		4,960		9,776		10,043
Depreciation and amortization of property and equipment	114,601		102,938		224,822		203,875
Amortization of intangibles	11,474		10,692		22,948		21,385
Rental expense	22,372		32,875		47,747		68,420
Purchased transportation	200,107		261,273		425,383		530,622
Impairments	353		2,182		1,255		2,182
Miscellaneous operating expenses	20,778		34,108		43,794		46,744

Total operating expenses	958,531		1,133,490		1,981,210		2,221,726
Operating income	102,167		108,593		204,286		224,892
Other income (expenses):
Interest income	437		977		1,269		1,993
Interest expense	(4,021)		(7,156)		(10,128)		(14,504)
Other income, net	8,499		3,101		1,992		9,240
Total other income (expenses), net	4,915		(3,078)		(6,867)		(3,271)
Income before income taxes	107,082		105,515		197,419		221,621
Income tax expense	26,815		26,076		51,369		53,999
Net income	80,267		79,439		146,050		167,622
Net income attributable to noncontrolling interest	(78)		(234)		(435)		(479)
Net income attributable to Knight-Swift	$	80,189	$	79,205	$	145,615	$	167,143

Earnings per share:
Basic	$	0.47	$	0.46	$	0.86	$	0.97
Diluted	$	0.47	$	0.46	$	0.85	$	0.97

Dividends declared per share:	$	0.08	$	0.06	$	0.16	$	0.12

Weighted average shares outstanding:
Basic	169,948		172,078		170,283		172,522
Diluted	170,624		172,724		170,958		173,162

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

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Condensed Consolidated Statements of Cash Flows (Unaudited)


	Year-to-Date June 30,
	2020		2019
	(In thousands)
Cash flows from operating activities:
Net income	$	146,050	$	167,622
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment, and intangibles	247,770		225,260
Gain on sale of property and equipment	(4,724)		(19,267)

Impairments	1,255		2,182
Deferred income taxes	23,112		9,519
Non-cash lease expense	46,493		59,501
Other adjustments to reconcile net income to net cash provided by operating activities	19,229		(2,282)
(Decrease) increase in cash resulting from changes in:
Trade receivables	(11,440)		50,495
Income tax receivable	11,124		(28,494)
Accounts payable	8,417		(25,165)
Accrued liabilities and claims accrual	(75,069)		(16,910)
Operating lease liabilities	(48,243)		(59,745)
Other assets and liabilities	19,386		96
Net cash provided by operating activities	383,360		362,812
Cash flows from investing activities:
Proceeds from maturities of held-to-maturity investments	6,950		12,945
Purchases of held-to-maturity investments	(7,852)		(5,847)
Proceeds from sale of property and equipment, including assets held for sale	64,463		103,818
Purchases of property and equipment	(259,641)		(323,722)
Expenditures on assets held for sale	(418)		(7,961)
Net cash and equivalents invested in acquisitions	(46,811)		—
Other cash flows from investing activities	(9,757)		(3,115)
Net cash used in investing activities	(253,066)		(223,882)
Cash flows from financing activities:
Repayment of finance leases and long-term debt	(31,893)		(36,941)


(Repayments) borrowings on revolving line of credit, net	(44,000)		75,000
Borrowings under accounts receivable securitization	—		90,000
Repayment of accounts receivable securitization	(40,000)		(185,000)

Proceeds from common stock issued	9,892		5,363
Repurchases of the Company's common stock	(34,630)		(86,892)
Dividends paid	(27,673)		(20,952)
Other cash flows from financing activities	(5,467)		(2,600)
Net cash used in financing activities	(173,771)		(162,022)
Net decrease in cash, restricted cash, and equivalents	(43,477)		(23,092)
Cash, restricted cash, and equivalents at beginning of period	202,228		130,976
Cash, restricted cash, and equivalents at end of period	$	158,751	$	107,884

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

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Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued


	Year-to-Date June 30,
	2020		2019
	(In thousands)
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	10,455	$	14,277
Income taxes	3,632		72,467
Non-cash investing and financing transactions:
Equipment acquired included in accounts payable	$	27,463	$	50,091

Equipment sales receivables	3,388		5,677
Financing provided to independent contractors for equipment sold	2,553		3,204
Transfers from property and equipment to assets held for sale	37,779		65,264
Contingent consideration associated with acquisition	18,245		—
Right-of-use assets obtained in exchange for new operating lease liabilities	1,633		8,643
Right-of-use assets obtained in exchange for new operating lease liabilities through acquisitions	12,356		—
Property and equipment obtained in exchange for financing lease liabilities reclassified from operating lease liabilities	48,659		32,153


Reconciliation of Cash, Restricted Cash, and Equivalents:	June 30, 2020		December 31, 2019		June 30, 2019		December 31, 2018
	(In thousands)
Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	117,760	$	159,722	$	55,063	$	82,486
Cash and cash equivalents – restricted ¹	39,583		41,331		51,602		46,888
Other long-term assets ¹	1,408		1,175		1,219		1,602
Condensed Consolidated Statements of Cash Flows
Cash, restricted cash, and equivalents	$	158,751	$	202,228	$	107,884	$	130,976

________

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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Condensed Consolidated Statements of Stockholders' Equity (Unaudited)


	Common Stock					Additional Paid-in Capital		Retained Earnings			Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)
Balances – December 31, 2019	170,688	$	1,707	$	4,269,043	$	1,395,465		$	5,666,215	$	2,088	$	5,668,303

Common stock issued to employees	567	5		8,309					8,314				8,314
Common stock issued to the Board	13	—		515					515				515
Common stock issued under ESPP	33	—		1,063					1,063				1,063
Company shares repurchased	(1,139)	(11)				(34,619)			(34,630)				(34,630)
Shares withheld – RSU settlement						(4,500)			(4,500)				(4,500)
Employee stock-based compensation expense				8,363					8,363				8,363
Cash dividends paid and dividends accrued ($0.08 per share)						(27,495)			(27,495)				(27,495)
Net income attributable to Knight-Swift						145,615			145,615				145,615

Distribution to noncontrolling interest											(394)		(394)
Net income attributable to noncontrolling interest											435		435


Balances – June 30, 2020	170,162	$	1,701	$	4,287,293	$	1,474,466		$	5,763,460	$	2,129	$	5,765,589


	Common Stock					Additional Paid-in Capital		Retained Earnings			Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)
Balances – December 31, 2018	172,844	$	1,728	$	4,242,369	$	1,216,852		$	5,460,949	$	1,770	$	5,462,719

Common stock issued to employees	347	3		3,700					3,703				3,703
Common stock issued to the Board	19	—		531					531				531
Common stock issued under ESPP	42	1		1,128					1,129				1,129
Company shares repurchased	(2,874)	(29)				(86,863)			(86,892)				(86,892)
Shares withheld – RSU settlement						(2,304)			(2,304)				(2,304)
Employee stock-based compensation expense				6,569					6,569				6,569
Cash dividends paid and dividends accrued ($0.06 per share)						(20,761)			(20,761)				(20,761)
Net income attributable to Knight-Swift						167,143			167,143				167,143

Distribution to noncontrolling interest											(296)		(296)
Net income attributable to noncontrolling interest											479		479


Balances – June 30, 2019	170,378	$	1,703	$	4,254,297	$	1,274,067		$	5,530,067	$	1,953	$	5,532,020

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

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


	Common Stock			Additional Paid-in Capital	Retained Earnings		Total Knight-Swift Stockholders' Equity	Noncontrolling Interest	Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)















Balances – March 31, 2020	169,776	1,698	4,275,834	1,410,527		5,688,059	2,265	5,690,324

Common stock issued to employees	356	3	5,600			5,603		5,603
Common stock issued to the Board	13	—	515			515		515
Common stock issued under ESPP	17	—	517			517		517

Shares withheld – RSU settlement				(2,529)		(2,529)		(2,529)
Employee stock-based compensation expense			4,827			4,827		4,827
Cash dividends paid and dividends accrued ($0.08 per share)				(13,721)		(13,721)		(13,721)
Net income attributable to Knight-Swift				80,189		80,189		80,189

Distribution to noncontrolling interest							(214)	(214)
Net income attributable to noncontrolling interest							78	78


Balances – June 30, 2020	170,162	1,701	4,287,293	1,474,466		5,763,460	2,129	5,765,589


	Common Stock					Additional Paid-in Capital		Retained Earnings			Total Knight-Swift Stockholders' Equity		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value
	(In thousands, except per share data)















Balances – March 31, 2019	173,066	$	1,730	4,248,188		$	1,292,838		$	5,542,756	$	1,867	$	5,544,623

Common stock issued to employees	149	1		1,327					1,328				1,328
Common stock issued to the Board	19	—		531					531				531
Common stock issued under ESPP	18	1		562					563				563
Company shares repurchased	(2,874)	(29)				(86,863)			(86,892)				(86,892)
Shares withheld – RSU settlement						(790)			(790)				(790)
Employee stock-based compensation expense				3,689					3,689				3,689
Cash dividends paid and dividends accrued ($0.06 per share)						(10,323)			(10,323)				(10,323)
Net income attributable to Knight-Swift						79,205			79,205				79,205

Distribution to noncontrolling interest											(148)		(148)
Net income attributable to noncontrolling interest											234		234


Balances – June 30, 2019	170,378	$	1,703	$	4,254,297	$	1,274,067		$	5,530,067	$	1,953	$	5,532,020

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

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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 first half of 2020, the Company operated an average of 18,428 tractors (comprised of 16,327 company tractors and 2,101 independent contractor tractors) and 57,456 trailers within the Trucking segment. Additionally, the Company operated an average of 586 tractors and 10,355 containers in the Intermodal segment. The Company's three reportable segments are Trucking, 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 2019 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.

Changes in Presentation

Changes in presentation associated with adopting accounting pronouncements are included in Note 2.

Seasonality

In the 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 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, cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.

Impact of COVID-19

During the first half of 2020, COVID-19 became a global pandemic, which triggered a significant downturn in the global economy. The Company continues to operate its business through the COVID-19 pandemic and has taken additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates. During the quarter and year-to-date periods ended June 30, 2020, the Company incurred $10.0 million and $12.3 million, respectively, of expenses directly attributable to the pandemic, which were incremental to those incurred prior to the outbreak. These primarily pertained to payroll premiums paid to drivers and shop technicians, additional disinfectants and cleaning supplies, and various other pandemic-specific items. The costs are clearly separable from normal business operations and are not expected to recur once the pandemic subsides.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

There are various uncertainties that have arisen from the COVID-19 pandemic. While management is continuing to monitor the impact of the pandemic on Knight-Swift, including its employees, customers, independent contractors, stockholders, and other business partners and stakeholders, it is difficult to predict the impact that the pandemic will have on future results of its operations, financial position, and liquidity. This has caused some uncertainties around various accounting estimates. Due to these uncertainties, the Company's accounting estimates may change, as management's assessment of the impacts of the COVID-19 pandemic continues to evolve.

Refer to Part II, Item 1A "Risk Factors" in our Quarterly Report for the quarterly period ended March 31, 2020 for more discussion about potential risks and uncertainties surrounding the COVID-19 pandemic that may impact our business, results of operations, or financial condition.

Note 2 — Recently Adopted Accounting Pronouncements

ASU 2016-13: Financial Instruments – Credit Losses (Topic 326) — Measurements of Credit Losses on Financial Instruments

Summary of the Standard — In June 2016, the FASB issued ASU 2016-13, which, in addition to several clarifying ASUs, established the new ASC Topic 326, Financial Instruments — Credit Losses ("CECL"). The new CECL standard amends the FASB's guidance on the impairment of financial instruments. Specifically, it adds the CECL impairment model to GAAP which is based on expected losses rather than incurred losses. This is intended to result in more timely recognition of such losses. Under the new CECL standard, an entity recognizes as an allowance its estimate of lifetime expected credit losses. The new CECL standard is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new CECL standard makes targeted changes to the impairment model for available-for-sale debt securities and moves the guidance from ASC Topic 320, Investments — Debt and Equity Securities, to ASC Subtopic 326-30. For public business entities, the new standard was effective for annual and interim reporting periods beginning after December 15, 2019. For most debt instruments, entities are required to adopt the new CECL standard using a modified retrospective approach, meaning that entities should record a cumulative-effect adjustment to equity as of the beginning of the first reporting period in which the guidance is effective.

Practical Expedient — As permitted under ASU 2016-13 (and related ASUs), management elected to apply the collateral-dependent financial asset practical expedient which allows entities to measure the expected credit losses for the financial asset by comparing the amortized cost basis with the fair value of the collateral at the reporting date, rather than using the fair value of the financial asset.

Current Period Impact of Adoption — The Company adopted ASC Topic 326 on January 1, 2020 using the modified retrospective approach. Upon adoption of the standard management assessed the potential impact of the CECL model on each type of the Company's financial assets and determined that there was no material impact on the Company's financial statements or accounting policies.

ASU 2018-15: Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract

Summary of the Standard — In August 2018, the FASB issued ASU 2018-15, which amended ASC Subtopic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract ("Service CCA"). The amendments in ASU 2018-15 align the accounting for costs incurred to implement a Service CCA with previously codified guidance on capitalizing costs associated with developing or obtaining internal-use software.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Specifically, the ASU amends ASC Subtopic 350-40 to include in its scope implementation costs incurred with a Service CCA. This addition clarifies that a customer should apply the guidance from ASC Paragraph 350-40-25 to determine which stage the project is in before assessing whether implementation costs should be capitalized in a Service CCA that is considered a service contract. These capitalized items should be recorded within the same balance sheet line item as a prepayment for any fees.

Any capitalized costs from the Service CCA should be expensed over the term of the hosting arrangement, which includes the noncancelable period and any options to extend that are reasonably certain to be exercised and recorded in the same line item as fees associated with the hosting element of the arrangement. The amendments in this ASU were effective for public business entities for fiscal years beginning after December 15, 2019 and could be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.

Current Period Impact of Adoption — The Company adopted the amendments in ASU 2018-15 on January 1, 2020 and elected to apply the amendments on a prospective basis to implementation costs incurred after the date of adoption. Upon review of the Service CCA's entered into during year-to-date June 30, 2020, management has determined that adoption of the amendments has not had a material impact on the Company's financial statements and related accounting policies.

ASU 2017-04: Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment

Summary of the Standard — In January 2017, the FASB issued ASU 2017-04, which amends ASC Topic 350 by simplifying the goodwill impairment test. The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The amendments also require companies to disclose the amounts of goodwill allocated to each reporting unit with a zero or negative carrying amount of assets. The amendments were effective for public business entities for fiscal years beginning after December 15, 2019 and should be applied on a prospective basis.

Current Period Impact of Adoption — The Company adopted the amendments in ASU 2017-14 on January 1, 2020 on a prospective basis. Management has updated the Company's accounting policy to incorporate the amendments in the ASU and has included the revised disclosure requirements below.

Refer to Note 7 for disclosures about the Company's goodwill balances.

Accounting Policy Update

Goodwill — Management evaluates goodwill on an annual basis as of June 30^th, or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the fair value, then management recognizes an impairment loss of the same amount. This loss is only limited to the total amount of goodwill allocated to that reporting unit.

Other ASUs

There were various other ASUs that became effective during year-to-date June 30, 2020, which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 3 — Recently Issued Accounting Pronouncements

Date Issued

Reference

Description

Adoption Date and Method

Financial Statement Impact

March 2020

2020-04: Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting ¹

The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The amendments in this ASU are effective for any interim period after March 12, 2020 and should be applied on a prospective basis.

March 2020

No material impact ²

March 2020

2020-03: Codification Improvements to Financial Instruments ¹

The amendments within this ASU updated several sections of the Codification and how various topics and subtopics interacted due to new guidance on financial instruments. This includes addressing issues related to fair value option disclosures, line-of-credit or revolving-debt arrangements and leases among others. The amendments should be applied prospectively and have varying effective dates, which were all in effect for public business entities prior to issuance of the ASU.

March 2020, Prospective

No material impact

February 2020

2020-02: Financial Instruments – Credit Losses (Topic 326) and Leases – (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) ¹

The amendments in this ASU incorporate discussion from SEC Staff Accounting Bulletin No. 119 about expected implementation practices related to ASC Topic 326. The amendments also codify the SEC Staff's announcement that it would not object to the FASB's update to effective dates for major updates, which were amended within ASU 2019-10.

January 2021, Adoption method varies by amendment

Adopted January 1, 2020, no material impact

January 2020

2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force)

The amendments clarify that an entity should consider observable transactions when determining to apply or discontinue the equity method for the purposes of applying the measurement alternative. The amendments also clarify that an entity would not consider whether a purchased option would be accounted for under the equity method when applying ASC 815-10-15-141(a).

January 2021, Prospective

Currently under evaluation, but not expected to be material

1 Adopted during the first quarter of 2020.

2 As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. The Company's Term Loan also references LIBOR and management is currently underway with refinancing, as the Term Loan matures in October of 2020.

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Note 4 — Acquisition

On January 1, 2020, pursuant to a stock purchase agreement (the "SPA") the Company acquired 100.0% of the equity interests of a warehousing-related company (the "Warehousing Co.") with locations throughout the Central US.

The total purchase price consideration of $66.9 million included $48.2 million in cash to the sellers at closing, which was funded through cash-on-hand and borrowing on the Revolver on the transaction date. At closing, $6.8 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and remains subject to further adjustments. The purchase price also included contingent consideration consisting of three additional annual payments of up to $8.1 million each (or $24.3 million in total), representing the maximum possible annual deferred payments to the sellers based on Warehousing Co.'s earnings before interest and taxes ("EBIT") for each of the calendar years ending December 31, 2020, December 31, 2021, and the annualized six-month period ending June 30, 2022. In order to estimate Warehousing Co.'s future performance, the Company utilized the Monte Carlo simulation method using certain inputs, including Warehousing Co.'s forecasted EBIT, discount rate, dividend yields, expected volatility, and expected stock returns during the above measurement periods. Based on the above inputs, the present value of the total contingent consideration, along with the estimated net working capital adjustment equaled $18.7 million as of January 1, 2020. During the second quarter of 2020, the net working capital adjustment, was reduced by $0.4 million based on the actual versus estimated net working capital adjustment as of the transaction date. This adjustment resulted in the total estimated contingent consideration and net working capital adjustment decreasing to $18.3 million. The total purchase price consideration, as if adjusted at the January 1, 2020 transaction date, is identified in the table below.

The SPA included an election under the Internal Revenue Code Section 338(h)(10). Accordingly, the book and tax basis of the acquired assets and liabilities are the same as of the purchase date. The SPA contains customary representations, warranties, covenants, and indemnification provisions.

The goodwill recognized represents expected synergies from combining the operations of Warehousing Co. 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.

The purchase price allocation for the acquisition is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, 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 the Company obtains more information, the preliminary purchase price allocation disclosed below is subject to change. Any future adjustments to the preliminary purchase price allocation, 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.

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The following table summarizes the fair value of the consideration transferred as of the acquisition date:


	January 1, 2020 Opening Balance Sheet as Reported at March 31, 2020		Second Quarter 2020 Adjustments		January 1, 2020 Opening Balance Sheet as Reported at June 30, 2020
	(in thousands)
Fair value of the consideration transferred	$	66,854	$	(410)	$	66,444

Cash and cash equivalents	1,388		—		1,388

Trade and other receivables	3,301		—		3,301
Prepaid expenses	608		—		608
Other current assets	78		—		78
Property and equipment	1,938		—		1,938
Operating lease right-of-use assets	12,356		—		12,356
Identifiable intangible assets ¹	55,681		—		55,681
Deferred tax assets	54		—		54
Other noncurrent assets	404		—		404
Total assets	75,808		—		75,808

Accounts payable	(347)		—		(347)
Accrued liabilities	(644)		—		(644)
Operating lease liabilities – current portion	(4,451)		—		(4,451)
Operating lease liabilities – less current portion	(7,905)		—		(7,905)


Total liabilities	(13,347)		—		(13,347)

Goodwill	$	4,393	$	(410)	$	3,983

1 Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name.

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Note 5 — Restricted Investments, Held-to-Maturity

The following tables present the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments, held-to-maturity:


	June 30, 2020
			Gross Unrealized
	Cost or Amortized Cost		Gains		Temporary Losses		Estimated Fair Value
	(In thousands)
US corporate securities	$	8,272	$	27	$	(3)	$	8,296


Restricted investments, held-to-maturity	$	8,272	$	27	$	(3)	$	8,296


	December 31, 2019
			Gross Unrealized
	Cost or Amortized Cost		Gains		Temporary Losses		Estimated Fair Value
	(In thousands)
US corporate securities	$	8,912	$	4	$	(1)	$	8,915


Restricted investments, held-to-maturity	$	8,912	$	4	$	(1)	$	8,915

As of June 30, 2020, the contractual maturities of the restricted investments, held-to-maturity, were one year or less. There were three securities and seven securities that were in an unrealized loss position for less than twelve months as of June 30, 2020 and December 31, 2019, respectively. The Company did not recognize any impairment losses related to its held-to-maturity investments during the quarter or year-to-date periods ended June 30, 2020 or 2019, respectively.

Refer to Note 16 for additional information regarding fair value measurements of the Company's investments.

Note 6 — Assets Held for Sale

The Company expects to sell its assets held for sale, which primarily consist of revenue equipment, within the next twelve months. Revenue equipment held for sale totaled $39.6 million and $41.8 million as of June 30, 2020 and December 31, 2019, respectively. Net gains on disposals, including disposals of property and equipment classified as assets held for sale, reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income, were:

•$1.7 million and $7.5 million for the quarter-to-date periods ended June 30, 2020 and 2019, respectively.

•$4.7 million and $19.2 million for the year-to-date periods ended June 30, 2020 and 2019, respectively.

The Company recognized impairment losses related to assets held for sale of approximately $0.4 million during the quarter and year-to-date periods ended June 30, 2020. The Company did not recognize any impairment losses related to assets held for sale during the quarter or year-to-date periods ended June 30, 2019.

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Note 7 — Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill were as follows:


	(In thousands)
Goodwill, balance at December 31, 2019	$	2,918,992
Adjustments relating to deferred tax assets	(5)
Acquisition ¹	3,983

Goodwill, balance at June 30, 2020	$	2,922,970

1The goodwill associated with the acquisition referenced in Note 4 was allocated to the non-reportable segment, and is net of purchase price accounting adjustments.

The Company did not record any goodwill impairments during the quarter or year-to-date periods ended June 30, 2020 or 2019.

Other Intangible Assets

Other intangible asset balances were as follows:


	June 30, 2020		December 31, 2019
	(In thousands)
Definite-lived intangible assets ¹
Gross carrying amount	$	894,597	$	839,516
Accumulated amortization	(122,905)		(99,957)
Definite-lived intangible assets, net	771,692		739,559
Trade names:
Gross carrying amount	640,500		639,900
Intangible assets, net	$	1,412,192	$	1,379,459

1The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally-developed software, and others.

Identifiable intangible assets subject to amortization have been recorded at fair value. Intangible assets related to acquisitions other than the 2017 Merger are amortized over a weighted-average amortization period of 18.9 years. The Company's customer relationship intangible assets related to the 2017 Merger are being amortized over a weighted average amortization period of 19.9 years.

As of June 30, 2020, management anticipates that the composition and amount of amortization associated with intangible assets will be $22.9 million for the remainder of 2020, $45.9 million in 2021, $45.8 million in 2022, and $45.2 million for each of the years 2023 and 2024. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets, and other events.

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Note 8 — Income Taxes

Effective Tax Rate — The quarter-to-date June 30, 2020 and June 30, 2019 effective tax rates were 25.0% and 24.7%, respectively. The Company recognized a discrete item relating to stock compensation deductions during the quarter ended June 30, 2020. The Company also recognized discrete items relating to stock compensation deductions as well as the partial release of its reserve for uncertain tax positions during the quarter ended June 30, 2019.

The year-to-date June 30, 2020 and June 30, 2019 effective tax rates were 26.0% and 24.4%, respectively. The Company recognized discrete items relating to stock compensation deductions partially offset by unfavorable foreign currency fluctuations for the year-to-date June 30, 2020. The Company also recognized discrete items relating to stock compensation deductions as well as a partial release of its reserve for uncertain tax positions during the year-to-date period ended June 30, 2019.

Valuation Allowance — The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is not required. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. All other deferred tax assets are expected to be realized and utilized by continued profitability in future periods.

Unrecognized Tax Benefits — Management believes it is reasonably possible that a decrease of up to $1.0 million in unrecognized tax benefits relating to federal deductions may be necessary within the next twelve months.

Interest and Penalties — Accrued interest and penalties related to unrecognized tax benefits were approximately $0.5 million and $0.4 million as of June 30, 2020 and December 31, 2019, respectively.

Tax Examinations — The Company is currently under examination by the IRS for the 2012 tax year and management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Certain of the Company's subsidiaries are also currently under examination by various state jurisdictions for tax years ranging from 2013 to 2018. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Years subsequent to 2014 remain subject to examination.

Note 9 — Accounts Receivable Securitization

The 2018 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 condensed consolidated balance sheets. As of June 30, 2020, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.

The 2018 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 June 30, 2020. 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.

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The following table summarizes the key terms of the 2018 RSA (dollars in thousands):



Effective date			July 11, 2018
Final maturity date			July 9, 2021
Borrowing capacity			$325,000
Accordion option ¹			$175,000
Unused commitment fee rate ²			20 to 40 basis points
Program fees on outstanding balances ³			one-month LIBOR + 80 to 100 basis points

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

2The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized.

3The 2018 RSA program fee is based on the Company's consolidated total net leverage ratio. As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR.

Availability under the 2018 RSA is calculated as follows:


	June 30, 2020		December 31, 2019
	(In thousands)
Borrowing base, based on eligible receivables	$	273,800	$	299,100
Less: outstanding borrowings ¹	(165,000)		(205,000)
Less: outstanding letters of credit	(68,841)		(70,841)
Availability under accounts receivable securitization facilities	$	39,959	$	23,259

1Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets, offset by $0.2 million of deferred loan costs as of June 30, 2020 and December 31, 2019. Interest accrued on the aggregate principal balance at a rate of 1.1% and 2.6% as of June 30, 2020 and December 31, 2019, respectively.

Program fees and unused commitment fees are recorded in "Interest expense" in the condensed consolidated statements of comprehensive income. The Company incurred accounts receivable securitization program fees of $0.7 million and $1.9 million during the quarter-to-date June 30, 2020 and 2019 periods, respectively. The Company incurred accounts receivable securitization program fees of $2.1 million and $3.9 million during the year-to-date June 30, 2020 and 2019 periods, respectively.

Refer to Note 16 for information regarding the fair value of the 2018 RSA.

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Note 10 — Commitments

Purchase Commitments

As of June 30, 2020, the Company had outstanding commitments to purchase revenue equipment of $317.9 million in the remainder of 2020 ($224.0 million of which were tractor commitments) and none thereafter. These purchases may be financed through any combination of operating leases, finance leases, debt, proceeds from sales of existing equipment, and cash flows from operations.

As of June 30, 2020, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $19.2 million in the remainder of 2020, $1.8 million in the two-year period 2021 through 2022, $0.2 million in the two-year period 2023 through 2024, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

TRP Commitments

Since 2003, Knight has entered into partnership agreements with entities that make privately-negotiated equity investments. In these agreements, Knight committed to invest in return for an ownership percentage. During the first quarter of 2020, Knight entered into a $20.0 million commitment to invest in the newly formed TRP Capital Partners V, LP with $16.8 million outstanding as of June 30, 2020. There were no other material changes related to the previously disclosed TRP commitments during the quarter ended June 30, 2020.

Note 11 — Contingencies and Legal Proceedings

Legal Proceedings

Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. 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.

The Company has made accruals with respect to its legal matters where appropriate, which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $27.9 million, relating to the Company's outstanding legal proceedings as of June 30, 2020.

Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period.

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EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS

CRST Expedited

The plaintiff alleges tortious interference with contract and unjust enrichment related to non-competition agreements entered into with certain of its drivers.

Plaintiff(s)

Defendant(s)

Date instituted

Court or agency currently pending in

CRST Expedited, Inc.

Swift Transportation Co. of Arizona LLC.

March 20, 2017

United States District Court for the Northern District of Iowa

Recent Developments and Current Status

In July 2019, a jury issued an adverse verdict in this lawsuit. The court issued a decision granting in part and denying in part certain motions related to the jury’s verdict. Both parties have appealed the court’s decision. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of June 30, 2020.

California Wage, Meal, and Rest Class Actions

The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements.

Plaintiff(s)

Defendant(s)

Date instituted

Court or agency currently pending in

John Burnell ¹

Swift Transportation Co., Inc

March 22, 2010

United States District Court for the Central District of California

James R. Rudsell ¹

Swift Transportation Co. of Arizona, LLC and Swift Transportation Company

April 5, 2012

United States District Court for the Central District of California

Recent Developments and Current Status

In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. The plaintiff appealed the court’s decision granting final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of June 30, 2020.

Arizona Minimum Wage Class Action

The plaintiffs generally allege one or more of the following: 1) failure to pay minimum wage for the first day of orientation; 2) failure to pay minimum wage for time spent studying; 3) failure to pay minimum wage for 16 hours per day; and 4) failure to pay minimum wage for the first eight hours of sleeper berth time.

Plaintiff(s)

Defendant(s)

Date instituted

Court or agency currently pending in

Pamela Julian ¹

Swift Transportation Co., Inc. and Swift Transportation Co. of Arizona LLC

December 29, 2015

United States District Court for the District of Arizona

Recent Developments and Current Status

In December 2019, the court awarded damages for failure to pay minimum wage for 16 hours per day. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of June 30, 2020.

1 Individually and on behalf of all others similarly situated.

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INDEPENDENT CONTRACTOR MATTERS

Ninth Circuit Independent Contractor Misclassification Class Action

The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the Fair Labor Standards Act and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees.

Plaintiff(s)

Defendant(s)

Date instituted

Court or agency currently pending in

Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood ¹

Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew

December 22, 2009

Unites States District Court of Arizona and Ninth Circuit Court of Appeals

Recent Developments and Current Status

In January 2020, the court granted final approval of the settlement in this matter. In March 2020, the Company paid the settlement amount approved by the court. As of June 30, 2020, the Company has a reserve accrued for anticipated costs associated with finalizing this matter.

1 Individually and on behalf of all others similarly situated.

Self Insurance

Automobile Liability, General Liability, and Excess Liability — Effective November 1, 2019, the Company has $130.0 million in excess auto liability ("AL") coverage. For prior years, Swift and Knight maintained separately varying excess AL and general liability limits. During prior policy periods, Swift AL claims were subject to a $10.0 million self-insured retention ("SIR") per occurrence and Knight AL claims were subject to a $1.0 million to $3.0 million SIR per occurrence. Additionally, Knight carries a $2.5 million aggregate deductible for any loss or losses within the $5.0 million excess of $5.0 million layer of coverage. Effective March 1, 2020, Knight and Swift retain the same $10.0 million SIR per occurrence.

Cargo Damage and Loss — The Company is insured against cargo damage and loss with liability limits of $2.0 million per truck or trailer with a $10.0 million limit per occurrence.

Workers' Compensation and Employers' Liability — The Company is self-insured for workers' compensation coverage. Swift maintains statutory coverage limits, subject to a $5.0 million SIR for each accident or disease. Effective March 1, 2019, Knight maintains statutory coverage limits, subject to a $2.0 million SIR for each accident or disease. Prior to March 1, 2019, the Knight SIR was $1.0 million per occurrence.

Medical — Knight maintains primary and excess coverage for employee medical expenses, with a $0.3 million self-insured retention per claimant. Through December 31, 2019, Swift was fully insured on its medical benefits (subject to contributed premiums). Effective January 1, 2020, Swift provides primary and excess coverage for employee medical expenses, with an SIR of $0.5 million per claimant to all employees.

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Note 12 — Share Repurchase Plan

On May 31, 2019, the Company announced that the Board approved the repurchase of up to $250.0 million worth of the Company's outstanding common stock (the "2019 Knight-Swift Share Repurchase Plan"). With the adoption of the 2019 Knight-Swift Share Repurchase Plan, the Company terminated the $250.0 million repurchase plan previously approved by the Board in June 2018 (the "2018 Knight-Swift Share Repurchase Plan"). There was approximately $0.2 million remaining under the 2018 Knight-Swift Share Repurchase Plan upon termination.

The following table presents the Company's repurchases of its common stock under the respective share repurchase plans, excluding advisory fees:


Share Repurchase Plan			Quarter-to-Date June 30, 2020					Year-to-Date June 30, 2020
Board Approval Date	Authorized Amount	Shares	Amount		Shares	Amount
	(in thousands)

May 30, 2019 ¹	$250,000	—	$	—	1,139	$	34,630
		—	$	—	1,139	$	34,630


Share Repurchase Plan			Quarter-to-Date June 30, 2019					Year-to-Date June 30, 2019
Board Approval Date	Authorized Amount	Shares	Amount		Shares	Amount
	(in thousands)
June 1, 2018	$250,000	2,315	$	70,500	2,315	$	70,500
May 30, 2019 ¹	$250,000	559	16,392		559	16,392
		2,874	$	86,892	2,874	$	86,892

1 $199.0 million and $233.6 million remained available under the 2019 Knight-Swift Share Repurchase Plan as of June 30, 2020 and December 31, 2019, respectively.

Note 13 — 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-to-Date June 30,			Year-to-Date June 30,
	2020	2019	2020	2019
	(In thousands)
Basic weighted average common shares outstanding	169,948	172,078	170,283	172,522
Dilutive effect of equity awards	676	646	675	640
Diluted weighted average common shares outstanding	170,624	172,724	170,958	173,162
Anti-dilutive shares excluded from diluted earnings per share ¹	365	916	329	933

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 14 — Related Party Transactions

The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties:


	Quarter-to-Date June 30,														Year-to-Date June 30,
	2020						2019						2020				2019
	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)
Freight Services:
Central Freight Lines ¹	$	1,020	$	—	$	3,843	$	—	$	7,836	$	—	$	6,959	$	—
SME Industries ¹	28		—		62		—		28		—		217		—

Total	$	1,048	$	—	$	3,905	$	—	$	7,864	$	—	$	7,176	$	—

Facility and Equipment Leases:
Central Freight Lines ¹	$	23	$	93	$	78	$	92	$	23	$	185	$	322	$	185
Other Affiliates ¹	4		36		5		—		9		109		9		—
Total	$	27	$	129	$	83	$	92	$	32	$	294	$	331	$	185
Other Services:
Central Freight Lines ¹	$	—	$	—	$	542	$	—	$	15	$	—	$	542	$	—


DPF Mobile ¹	—		19		—		54		$	—	31		—		98

Other Affiliates ¹	10		—		12		614		19		—		22		1,232
Total	$	10	$	19	$	554	$	668	$	34	$	31	$	564	$	1,330

1 Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. "Other affiliates" includes entities that are associated with various board members and executives and require approval by the Board prior to completing transactions. Transactions with these entities generally include freight services, facility and equipment leases, equipment sales, and other services.

•Freight Services Provided by Knight-Swift — The Company charges each of these companies for transportation services.

•Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations.

•Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services.

•Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company.

Receivables and payables pertaining to related party transactions were:


	June 30, 2020						December 31, 2019
	Receivable		Payable		Receivable		Payable
	(In thousands)
Central Freight Lines	$	3,303	$	—	$	2,872	$	—
SME Industries	22		—		17		—
DPF Mobile	—		—		—		2
Other Affiliates	1		2		—		—
Total	$	3,326	$	2	$	2,889	$	2

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 15 — Information by Segment and Geography

Segment Information

The Company has three reportable segments: Trucking, Logistics, and Intermodal, as well as the non-reportable segments, discussed below. Based on how economic factors affect the nature, amount, timing, and uncertainty of revenue or cash flows, the Company disaggregates revenues by reportable segment for the purposes of applying the ASC Topic 606 guidance.

The Company's twenty operating segments are structured around the types of transportation service offerings provided to our customers, as well as the equipment utilized. In addition, the operating segments may be further distinguished by the Company’s respective brands. The Company aggregated these various operating segments into the three reportable segments discussed below based on similarities with both their qualitative and economic characteristics.

Trucking

The Trucking reportable segment is comprised of nine trucking operating segments that provide similar transportation services to our customers utilizing similar transportation equipment over both irregular (one-way movement) and/or dedicated routes. The Trucking reportable segment consists of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations.

Logistics

The Logistics reportable segment is comprised of five logistics operating segments that provide similar transportation services to our customers and primarily consist of brokerage and other freight management services utilizing third-party transportation providers and their equipment.

Intermodal

The Intermodal reportable segment is comprised of two intermodal operating segments that provide similar transportation services to our customers. These transportation services include arranging the movement of customers' freight through third-party intermodal rail services on the Company’s trailing equipment (trailers on flat cars and rail containers), as well as drayage services to transport loads between the railheads and customer locations.

Non-reportable

The non-reportable segments include four operating segments that consist of support services provided to the Company's customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).

Intersegment Eliminations

Certain operating segments provide transportation and related services for other affiliates outside of their reportable segments. For certain operating segments, such services are billed at cost, and no profit is earned. For the other operating segments, revenues for such services are based on negotiated rates, and are reflected as revenues of the billing segment. These rates are adjusted from time to time, based on market conditions. Such intersegment revenues and expenses are eliminated in Knight-Swift's consolidated results.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

The following tables present the Company's financial information by segment:


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
Revenue:	(In thousands)
Trucking	$	879,369	$	1,020,027	$	1,798,430	$	1,993,272
Logistics	70,104		82,929		149,302		171,881
Intermodal	82,820		118,195		177,551		234,562
Subtotal	$	1,032,293	$	1,221,151	$	2,125,283	$	2,399,715
Non-reportable segments	45,289		29,597		91,531		67,361
Intersegment eliminations	(16,884)		(8,665)		(31,318)		(20,458)
Total revenue	$	1,060,698	$	1,242,083	$	2,185,496	$	2,446,618


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
Operating income (loss):	(In thousands)
Trucking	$	107,788	$	125,772	$	215,122	$	240,947
Logistics	3,038		5,021		6,757		12,304
Intermodal	(4,475)		4,192		(7,212)		6,553
Subtotal	$	106,351	$	134,985	$	214,667	$	259,804
Non-reportable segments	(4,184)		(26,392)		(10,381)		(34,912)
Operating income	$	102,167	$	108,593	$	204,286	$	224,892


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
Depreciation and amortization of property and equipment:	(In thousands)
Trucking	$	97,555	$	86,842	$	191,103	$	171,352
Logistics	207		159		414		314
Intermodal	3,606		3,303		7,094		6,663
Subtotal	$	101,368	$	90,304	$	198,611	$	178,329
Non-reportable segments	13,233		12,634		26,211		25,546
Depreciation and amortization of property and equipment	$	114,601	$	102,938	$	224,822	$	203,875

Geographical Information

In the aggregate, total revenue from the Company's foreign operations was less than 5.0% of consolidated total revenue for the quarter and year-to-date periods ended June 30, 2020 and 2019. Additionally, long-lived assets on the Company's foreign subsidiary balance sheets were less than 5.0% of consolidated total assets as of June 30, 2020 and December 31, 2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 16 — Fair Value Measurement

ASC Topic 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of June 30, 2020 and December 31, 2019, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different.

The estimated fair values of the Company's financial instruments represent management's best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects management's own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances.

The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument.

Restricted Investments, Held-to-Maturity — The estimated fair value of the Company's restricted investments, held-to-maturity, is based on quoted prices in active markets that are readily and regularly obtainable. See Note 5 for additional disclosures regarding restricted investments, held-to-maturity.

Transportation Resource Partners — The estimated fair value of the Company's investments with Transportation Resource Partners are privately negotiated equity investments. The carrying amount of these investments approximates the fair value.

Equity Securities — The estimated fair value of the Company's investments in equity securities is based on quoted prices in active markets that are readily and regularly obtainable.

Debt Instruments and Leases — For notes payable under the Revolver and the Term Loan, fair value approximates the carrying value due to the variable interest rate. The carrying value of the 2018 RSA approximates fair value, as the underlying receivables are short-term in nature and only eligible receivables (such as those with high credit ratings) are qualified to secure the borrowed amounts. For finance and operating lease liabilities, the carrying value approximates the fair value, as the Company's finance and operating lease liabilities are structured to amortize in a manner similar to the depreciation of the underlying assets.

Contingent Consideration — The estimated fair value of the Company's contingent consideration owed to Warehousing Co.'s seller is calculated using a Monte Carlo simulation model based on the acquiree's earnings before interest and taxes.

Other — Cash and cash equivalents, restricted cash, net accounts receivable, income tax refund receivable, and accounts payable represent financial instruments for which the carrying amount approximates fair value, as they are short-term in nature. These instruments are accordingly excluded from the disclosures below. All remaining balance sheet amounts excluded from the below are not considered financial instruments, subject to this disclosure.

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


	June 30, 2020						December 31, 2019
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(In thousands)
Financial Assets:
Restricted investments, held-to-maturity ¹	$	8,272	$	8,296	$	8,912	$	8,915


TRP Investments	36,018		36,018		30,878		30,878
Investments in equity securities ²	17,436		17,436		8,722		8,722

Financial Liabilities:
Term Loan, due October 2020 ³	$	364,942	$	365,000	$	364,825	$	365,000
2018 RSA, due July 2021 ⁴	164,840		165,000		204,762		205,000

Revolver, due October 2022	235,000		235,000		279,000		279,000
Contingent consideration associated with acquisition ⁵	17,570		17,570		—		—

1Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity.

2The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets.

3The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – current portion," on the condensed consolidated balance sheets and is net of $0.1 million and $0.2 million in deferred loan costs as of June 30, 2020 and December 31, 2019, respectively.

4The carrying amount of the 2018 RSA is included in "Accounts receivable securitization," on the condensed consolidated balance sheets and is net of $0.2 million in deferred loan costs as of June 30, 2020 and December 31, 2019.

5The carrying amount of the contingent consideration associated with the acquisition is included in both the "Accrued liabilities" and "Other long-term liabilities" line items on the condensed consolidated balance sheets.

Recurring 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 recurring basis as of June 30, 2020 and December 31, 2019:


			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 June 30, 2020
Investments in equity securities ¹	$	17,436	$	17,436	$	—	$	—	$	2,314


As of December 31, 2019
Investments in equity securities ¹	$	8,722	$	8,722	$	—	$	—	$	(184)

1Total unrealized gains (losses) for these investments are included within "Other (expense) income, net" within the condensed consolidated statements of comprehensive income for the quarter and year-to-date periods ended June 30, 2020. The Company did not sell any equity investments during the quarter and year-to-date periods ended June 30, 2020 or 2019 and therefore did not realize any losses on these investments.

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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 June 30, 2020:


			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 June 30, 2020
Contingent consideration associated with acquisition ¹	$	17,570	$	—	$	—	$	17,570	$	—

1There were no material adjustments to the contingent consideration made during the quarter and year-to-date periods ended June 30, 2020.

As of December 31, 2019, there were no major categories of liabilities on the condensed consolidated balance sheets estimated at fair value that were measured on a recurring basis.

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 June 30, 2020 and December 31, 2019:


			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 June 30, 2020
Equipment ¹	$	5,099	$	—	$	5,099	$	—	$	(1,255)

As of December 31, 2019
Leasehold improvements ²	$	—	$	—	$	—	$	—	$	(2,182)
Equipment ³	1,380		—		1,380		—		(870)
Software ⁴	—		—		—		—		(434)

1 Reflects the non-cash impairment of certain tractors (within the Trucking segment) and certain legacy trailers (within the non-reportable segments) as a result of a softer used equipment market during the second quarter of 2020, as well as impairment charges of trailer tracking equipment (within the Trucking segment) during the first quarter of 2020.

2 During the second quarter of 2019, the Company incurred an impairment of leasehold improvements related to the early termination of a lease on one of its operating properties. This impairment was recorded in the Trucking segment.

3 During the fourth quarter of 2019, the Company incurred impairment charges which were associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. These impairments were allocated between the Logistics and non-reportable segments based on each segment’s use of the assets.

4 During the fourth quarter of 2019, the Company incurred impairment charges related to discontinued use of software systems. These impairments were allocated between the Logistics and non-reportable segments based on each segment's use of the assets.

Nonrecurring Fair Value Measurements (Liabilities) — As of June 30, 2020 and December 31, 2019, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.

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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:

•the ability of our infrastructure to support future growth, whether we grow organically or through potential acquisitions,

•the impacts of the COVID-19 global pandemic,

•the future impact of acquisitions, including achievement of anticipated synergies,

•the flexibility of our model to adapt to market conditions,

•our ability to recruit and retain qualified driving associates,

•future safety performance,

•future performance of our segments or businesses,

•our ability to gain market share,

•the ability, desire, and effects of expanding our logistics, brokerage, and intermodal operations,

•future equipment prices, our equipment purchasing or leasing plans, and our equipment turnover (including expected tractor trade-ins),

•our ability to sublease equipment to independent contractors,

•the impact of pending legal proceedings,

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

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

•future pricing terms from vendors and suppliers,

•expected liquidity and methods for achieving sufficient liquidity,

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

•future expenses and our ability to control costs,

•future operating profitability,

•future third-party service provider relationships and availability,

•future contracted pay rates with independent contractors and compensation arrangements with driving associates,

•our expected need or desire to incur indebtedness,

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•future capital expenditures and expected sources of liquidity, capital allocation, capital structure, capital requirements, and growth strategies and opportunities,

•expected capital expenditures,

•future mix of owned versus leased revenue equipment,

•future asset utilization,

•future return on capital,

•future share repurchases and dividends,

•future tax rates,

•future trucking industry capacity and balance between industry demand and capacity,

•future rates,

•future depreciation and amortization,

•expected tractor and trailer fleet age,

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

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

•future insurance claims, premiums, and retention limits,

•future purchased transportation expense, 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," "objective," "continue," "outlook," 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 2019 Annual Report, Part II, Item 1A "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, 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 2019 Annual Report.

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Executive Summary

Impact of COVID-19

During the second quarter and first half of 2020, we incurred approximately $10.0 million and $12.3 million, respectively, of expenses directly attributable to the pandemic, which were incremental to those incurred prior to the outbreak. These primarily pertained to payroll premiums paid to our drivers and shop technicians, as well as additional disinfectants and cleaning supplies, and various other pandemic-specific items. The costs are clearly separable from our normal business operations and are not expected to recur once the pandemic subsides.

Refer to Note 1 in Part I, Item 1 of this Quarterly Report for further discussion around the impact of COVID-19 on our company. Refer to Part II, Item 1A "Risk Factors" in our Quarterly Report for the quarterly period ended March 31, 2020 for more discussion about potential risks and uncertainties surrounding the COVID-19 pandemic that may impact our business, results of operations, or financial condition.

Company Overview

Knight-Swift Transportation Holdings Inc. is North America's largest truckload carrier and a provider of transportation solutions, headquartered in Phoenix, Arizona. The Company provides multiple truckload transportation, intermodal, and logistics services using a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to its truckload services, Knight-Swift also contracts with third-party capacity providers to provide a broad range of shipping solutions to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our three reportable segments are Trucking, Logistics, and Intermodal. Additionally, we have various non-reportable segments. Refer to Note 15 in Part I, Item 1 of this Quarterly Report for descriptions of our segments.

Our objective is to operate our business with industry-leading margins and growth while providing safe, high-quality, cost-effective solutions for our customers.

Revenue

•Our trucking services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base. We primarily generate revenue by transporting freight for our customers through our Trucking segment.

•Our logistics and intermodal operations 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. Revenue in our logistics and intermodal operations is generated through our Logistics and Intermodal segments.

•Our non-reportable segments include support services provided to our customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as 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 program, which serves to recover a majority of our fuel costs. This applies only to loaded miles 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 Trucking segment.

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Expenses — Our most significant expenses vary with miles traveled and include fuel, driving associate-related expenses (such as wages and benefits), and services purchased from independent contractors and other transportation providers (such as railroads, drayage providers, and other trucking companies). 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 improvements, fleet age, efficiency, and other factors. Our primary fixed costs are depreciation and lease expense for revenue equipment and terminals, amortization of intangible assets, interest expense, and non-driver employee compensation.

Operating Statistics — We measure our consolidated and segment results through certain operating statistics, which are discussed under "Results of Operations — Segment Review — Operating Statistics," below. Our results are affected by various economic, industry, operational, regulatory, and other factors, which are set forth in Part I, Item 1A "Risk Factors" in our 2019 Annual Report, Part II, Item 1A "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.

Consolidated Key Financial Highlights and Operating Metrics


	Quarter-to-Date June 30,									Year-to-Date June 30,
	2020			2019			2020			2019
GAAP financial data:	(Dollars in thousands, except per share data)
Total revenue	$	1,060,698		$	1,242,083		$	2,185,496		$	2,446,618
Revenue, excluding trucking fuel surcharge	$	997,597		$	1,122,754		$	2,024,692		$	2,219,710
Net income attributable to Knight-Swift	$	80,189		$	79,205		$	145,615		$	167,143
Earnings per diluted share	$	0.47		$	0.46		$	0.85		$	0.97
Operating ratio	90.4		%	91.3		%	90.7		%	90.8		%

Non-GAAP financial data:
Adjusted Net Income Attributable to Knight-Swift ¹	$	96,498		$	100,627		$	172,703		$	196,808
Adjusted EPS ¹	$	0.57		$	0.58		$	1.01		$	1.14
Adjusted Operating Ratio ¹	87.6		%	87.8		%	88.1		%	88.1		%

Revenue equipment:
Average tractors (Trucking segment only) ²	18,393			18,985			18,428			18,959
Average trailers ³	57,269			58,263			57,456			56,902
Average containers	10,853			9,863			10,355			9,864

1 Adjusted 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.

2 The average age of our company-owned tractor fleet was 2.1 years as of June 30, 2020 and 2019.

3 The average age of our trailer fleet was 7.6 years and 7.3 years as of June 30, 2020 and 2019, respectively.

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Market Trends and Company Performance

Trends and Outlook — Our operational discipline, agility, and cost-control culture enabled us to execute through the unprecedented challenges presented by the COVID-19 pandemic, which introduced a new source of volatility throughout the global markets during the first half of 2020. Our diversified customer base, networks, and unique brands positioned us to navigate a disrupted freight environment of unpredictable shipping volumes, shifts in pricing, and continued challenges in driver sourcing.

The national unemployment rate was 11.1%¹ as of June 30, 2020 after the COVID-19 pandemic resulted in higher unemployment rates in the beginning of the quarter, which began to decline in May and June as economic activities resumed. A more pronounced reduction in trained drivers (primarily due to social distancing measures across the nation), ongoing competition for experienced hires, increased safety regulations, and various alternative sources of income to potential drivers are all hampering driver sourcing efforts throughout the industry.

During the second quarter of 2020, the US gross domestic product, which is the broadest measure of goods and services produced across the economy, decreased by 32.9%², per preliminary third-party forecasts. This may result in an expected annualized growth rate of approximately -5.0% to -6.0%³ for full-year 2020, as third-party forecasts are predicting an economic rebound in the latter half of this year. The second quarter 2020 US employment cost index rose 2.7%¹and 0.5%¹ on a year-over-year and sequential basis, respectively.

From a freight market perspective, demand in April was weak, but gradually strengthened throughout the quarter, and remained strong in July. We are encouraged by the continued strength in freight demand in July; however, demand may be difficult to predict for the back half of the year. We believe supply has and will continue to exit the market as evidenced by significantly lower class 8 truck orders, a weak used equipment market, and lower transportation employment levels.

Looking across our portfolio of brands and freight networks, some of our operating segments performed consistently throughout the quarter, while others experienced more volatility in results. Our Trucking segment improved its Adjusted Operating Ratio to 85.5% in the second quarter of 2020, as strong cost controls and lower fuel prices overcame a 6.5% decrease in average revenue per tractor and a $5.8 million (or $0.03 of earnings per diluted share, after taxes) decline in gain on sales of used equipment. Our Logistics segment produced an Adjusted Operating Ratio of 95.5% in the second quarter of 2020, primarily driven by a gross margin of 15.7% within our brokerage business. Consistent with port industry trends, load volumes within our Intermodal segment continued to be pressured and decreased by 23.9% in the second quarter of 2020, as compared to the same quarter last year, while margins worsened.

We anticipate that depreciation and amortization expense will increase and rental expense will correspondingly decrease, as a percentage of revenue excluding trucking fuel surcharge, as we intend to purchase, rather than lease, a majority of our revenue equipment in 2020. With significant tightening in the insurance markets, we may also experience changes in premiums and retention limits in 2020. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of fuel surcharge revenue may increase in the future.

We continue to maintain our leverage ratio within our targeted range and remain committed to a strong capital structure, which we believe will position us for long-term success and enable us to pursue further opportunities for organic growth, growth through acquisitions, and other capital allocation opportunities. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants.

________

1Source: bls.gov

2Source: bea.gov

3Source: kiplinger.com

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

Comparison Between the Quarters Ended June 30, 2020 and 2019 — The $1.0 million increase in net income attributable to Knight-Swift to $80.2 million during the quarter ended June 30, 2020 from $79.2 million during the same period last year includes the following:

•Contributor — $22.2 million decrease in operating loss from our non-reportable segments. Operating results within the non-reportable segments improved in the second quarter of 2020, which included additional income earned from warehousing activities, as compared to the second quarter of 2019, when we incurred $15.5 million in costs associated with a jury verdict.

•Contributor — $5.4 million increase in "Other income, net" primarily related to an increase in gains recognized within our portfolio of investments.

•Offset — $18.0 million decrease in operating income within our Trucking Segment, which was primarily due to a 6.5% decrease in average revenue per tractor and a $5.8 million reduction in gain on sales of revenue equipment, as well as $9.9 million in incremental expenses related to the COVID-19 pandemic.

•Offset — $8.7 million change from operating income in the second quarter of 2019 to operating loss in the second quarter of 2020 in our Intermodal Segment due to continued market pressures, including the impact of the COVID-19 pandemic on port volumes.

Comparison Between Year-to-Date June 30, 2020 and 2019 — The $21.5 million decrease in net income attributable to Knight-Swift to $145.6 million during year-to-date June 30, 2020 from $167.1 million during the same period last year includes the following:

•Contributor — $25.8 million decrease in operating income within our Trucking Segment, which was primarily due to a $14.5 million reduction in gain on sales of revenue equipment, a 4.6% decrease in average revenue per tractor, as well as $12.1 million in COVID-19 related incremental expenses.

•Contributor — $13.8 million change from operating income in the first half of 2019 to operating loss in the first half of 2020 in our Intermodal Segment due to continued market pressures, including the impact of the COVID-19 pandemic on port volumes.

•Contributor — $5.5 million decrease in operating income within our Logistics Segment which was primarily due to a 4.1% decrease in revenue per load.

•Offset — $24.5 million decrease in operating loss from our non-reportable segments primarily due to the $15.5 million jury verdict recognized in the first half of 2019 and additional income earned from warehousing activities in the first half of 2020.

See additional discussion of our operating results within "Results of Operations — Consolidated Operating and Other Expenses" below.

Liquidity and Capital — During the first half of the year, we generated $383.4 million in operating cash flows, reduced our operating lease liabilities by $48.2 million, used $195.2 million for capital expenditures (net of equipment sales proceeds), and returned $27.7 million to our stockholders in the form of quarterly dividends. We also repurchased $34.6 million worth of our common stock at an average price of $30.41 per share (all within the first quarter of 2020).

We ended the quarter with $117.8 million in unrestricted cash and cash equivalents, $235.0 million outstanding on the Revolver, $365.0 million face value outstanding on the Term Loan, and $5.8 billion of stockholders' equity.

See discussion under "Liquidity and Capital Resources" and "Off-Balance Sheet Arrangements" for additional information.

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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 — Segment Review

The Company has three reportable segments: Trucking, Logistics, and Intermodal, as well as certain non-reportable segments. Refer to Note 15 to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report for descriptions of the operations of these reportable segments.

Consolidating Tables for Total Revenue and Operating Income (Loss)


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
Revenue:	(In thousands)
Trucking	$	879,369	$	1,020,027	$	1,798,430	$	1,993,272
Logistics	70,104		82,929		149,302		171,881
Intermodal	82,820		118,195		177,551		234,562
Subtotal	$	1,032,293	$	1,221,151	$	2,125,283	$	2,399,715
Non-reportable segments	45,289		29,597		91,531		67,361
Intersegment eliminations	(16,884)		(8,665)		(31,318)		(20,458)
Total revenue	$	1,060,698	$	1,242,083	$	2,185,496	$	2,446,618


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
Operating income (loss):	(In thousands)
Trucking	$	107,788	$	125,772	$	215,122	$	240,947
Logistics	3,038		5,021		6,757		12,304
Intermodal	(4,475)		4,192		(7,212)		6,553
Subtotal	$	106,351	$	134,985	$	214,667	$	259,804
Non-reportable segments	(4,184)		(26,392)		(10,381)		(34,912)
Operating income	$	102,167	$	108,593	$	204,286	$	224,892

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

Operating Statistics

Our chief operating decision makers monitor the GAAP results of our reportable segments, as supplemented by certain non-GAAP information. Refer to "Non-GAAP Financial Measures" below 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

Trucking

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

Total Miles per Tractor

Trucking

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

Average Length of Haul

Trucking

Average miles traveled with loaded trailer cargo per order

Non-paid Empty Miles Percentage

Trucking

Percentage of miles without trailer cargo

Average Tractors

Trucking, Intermodal

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

Average Trailers

Trucking

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 (Brokerage only)

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

Average Containers

Intermodal

Average containers in operation during the period

GAAP Operating Ratio

Trucking, 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

Trucking, 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.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

Segment Review

Trucking Segment

We generate revenue in the Trucking segment primarily through irregular route, dedicated, refrigerated, flatbed, expedited, and cross-border service offerings. Generally, we are paid a predetermined rate per mile or per load for our trucking 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 Trucking 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 Trucking 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 Trucking segment are depreciation and rent expenses from leasing and acquiring revenue equipment and terminals, as well as compensating our non-driver employees.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands, except per tractor data)																	Increase (Decrease)
Total revenue	$	879,369		$	1,020,027		$	1,798,430		$	1,993,272		(13.8	%)	(9.8	%)
Revenue, excluding fuel surcharge and intersegment transactions	$	816,033		$	900,648		$	1,637,117		$	1,766,278		(9.4	%)	(7.3	%)
GAAP: Operating income	$	107,788		$	125,772		$	215,122		$	240,947		(14.3	%)	(10.7	%)
Non-GAAP: Adjusted Operating Income ¹	$	118,166		$	128,303		$	228,971		$	243,827		(7.9	%)	(6.1	%)
Average revenue per tractor ²	$	44,366		$	47,440		$	88,839		$	93,163		(6.5	%)	(4.6	%)
GAAP: Operating ratio ²	87.7		%	87.7		%	88.0		%	87.9		%	— bps		10 bps
Non-GAAP: Adjusted Operating Ratio ¹ ²	85.5		%	85.8		%	86.0		%	86.2		%	(30 bps)		(20 bps)
Non-paid empty miles percentage ²	13.8		%	12.9		%	13.3		%	12.9		%	90 bps		40 bps
Average length of haul (miles) ²	420			429			424			429			(2.1	%)	(1.2	%)
Total miles per tractor ²	22,741			23,656			45,307			46,181			(3.9	%)	(1.9	%)
Average tractors ² ³	18,393			18,985			18,428			18,959			(3.1	%)	(2.8	%)
Average trailers ²	57,269			58,263			57,456			56,902			(1.7	%)	1.0	%

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

2 Defined under "Operating Statistics," above.

3 Includes 16,315 and 16,491 average company-owned tractors for the second quarter of 2020 and 2019, respectively.

Includes 16,327 and 16,352 average company-owned tractors for the year-to-date June 30, 2020 and 2019 periods, respectively.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

Comparison Between the Quarters Ended June 30, 2020 and 2019 — Operating Ratio was 87.7% in the second quarters of 2020 and 2019. We improved the Adjusted Operating Ratio within this segment to 85.5% in the second quarter of 2020 from 85.8% in the second quarter of 2019, despite a $5.8 million reduction in gain on sales of revenue equipment. We continued to see improvement in our dedicated and refrigerated operating segments during the quarter. Average revenue per tractor decreased by 6.5%, driven by a 3.9% decrease in miles per tractor. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat sequentially and decreased 1.7% year-over-year. We expect rate per mile to inflect positively year-over-year in the third quarter.

Comparison Between Year-to-Date June 30, 2020 and 2019 — Operating Ratio was 88.0% in the first half of 2020 compared to 87.9% in the first half of 2019. We improved the Adjusted Operating Ratio within this segment to 86.0% in the first half of 2020 from 86.2% in the first half 2019, despite a $14.5 million reduction in gain on sales of revenue equipment. Average revenue per tractor decreased by 4.6%, driven by a 1.9% decrease in miles per tractor. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, decreased 2.4% when comparing the first halves of 2020 and 2019.

Logistics Segment

The Logistics segment is less asset-intensive than the Trucking segment and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is primarily generated by its brokerage operations. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, origin management, surge volume, disaster relief, special projects, and other logistic 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 the (primarily) variable cost of purchased transportation that we pay to third-party capacity providers, 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.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands, except per load data)																	Increase (Decrease)
Total revenue	$	70,104		$	82,929		$	149,302		$	171,881		(15.5	%)	(13.1	%)
Revenue, excluding intersegment transactions	$	67,066		$	80,304		$	143,823		$	167,495		(16.5	%)	(14.1	%)
Operating income	$	3,038		$	5,021		$	6,757		$	12,304		(39.5	%)	(45.1	%)
Revenue per load – Brokerage only ¹	$	1,408		$	1,475		$	1,392		$	1,452		(4.5	%)	(4.1	%)
Gross margin percentage – Brokerage only ¹	15.7		%	16.2		%	15.1		%	17.0		%	(50 bps)		(190 bps)
GAAP: Operating ratio ¹	95.7		%	93.9		%	95.5		%	92.8		%	180 bps		270 bps
Non-GAAP: Adjusted Operating Ratio ¹ ²	95.5		%	93.7		%	95.3		%	92.7		%	180 bps		260 bps

1 Defined under "Operating Statistics," above.

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

Comparison Between the Quarters Ended June 30, 2020 and 2019 — Operating Ratio was 95.7% in the second quarter of 2020 compared to 93.9% in the second quarter of 2019. Adjusted Operating Ratio in the Logistics segment (which primarily consists of our brokerage services) increased to 95.5% in the second quarter of 2020 from 93.7% in the second quarter of 2019.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

Brokerage-only — With recent tightening of capacity, brokerage gross margin decreased to 15.7% in the second quarter of 2020 from 16.2% in the second quarter of 2019. Margins were strong to begin the quarter and subsequently compressed, as the truckload market improved throughout the second quarter of 2020. A 10.1% decrease in brokerage load volumes and a 4.5% decrease in brokerage revenue per load resulted in a 14.2% decrease in brokerage revenue, excluding intersegment transactions. Our power-only service offering experienced 73.8% year-over-year growth in load volumes and represented 17.3% of our total brokerage load volumes in the second quarter of 2020.

Comparison Between Year-to-Date June 30, 2020 and 2019 — Operating Ratio was 95.5% in the first half of 2020 compared to 92.8% in the first half of 2019. Adjusted Operating Ratio in the Logistics segment (which primarily consists of our brokerage services) increased to 95.3% in the first half of 2020 from 92.7% in the first half of 2019.

Brokerage-only — Brokerage gross margin decreased to 15.1% in the first half of 2020 from 17.0% in the first half of 2019. An 8.2% decrease in brokerage load volumes and a 4.1% decrease in brokerage revenue per load resulted in a 12.0% decrease in brokerage revenue, excluding intersegment transactions.

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. 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.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands, except per load data)																	Increase (Decrease)
Total revenue	$	82,820		$	118,195		$	177,551		$	234,562		(29.9	%)	(24.3	%)
Revenue, excluding intersegment transactions	$	82,699		$	117,727		$	177,321		$	233,404		(29.8	%)	(24.0	%)
GAAP: Operating (loss) income	$	(4,475)		$	4,192		$	(7,212)		$	6,553		(206.8	%)	(210.1	%)
Non-GAAP: Adjusted Operating (Loss) Income	$	(4,410)		$	4,192		$	(7,099)		$	6,553		(205.2	%)	(208.3	%)
Average revenue per load ¹	$	2,249		$	2,438		$	2,283		$	2,447		(7.8	%)	(6.7	%)
GAAP: Operating ratio ¹	105.4		%	96.5		%	104.1		%	97.2		%	890 bps		690 bps
Non-GAAP: Adjusted Operating Ratio ^{1 2}	105.3		%	96.4		%	104.0		%	97.2		%	890 bps		680 bps
Load count	36,769			48,290			77,658			95,399			(23.9	%)	(18.6	%)
Average tractors ¹ ³	571			651			586			672			(12.3	%)	(12.8	%)
Average containers ¹	10,853			9,863			10,355			9,864			10.0	%	5.0	%

1 Defined under "Operating Statistics," above.

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

3 Includes 510 and 572 company-owned tractors for the second quarter of 2020 and 2019, respectively.

Includes 523 and 592 company-owned tractors for the year-to-date June 30, 2020 and 2019 periods, respectively.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

Comparison Between the Quarters Ended June 30, 2020 and 2019 — Operating Ratio was 105.4% in the second quarter of 2020 compared to 96.5% in the second quarter of 2019. During the second quarter of 2020, our Intermodal segment produced an Adjusted Operating Ratio of 105.3%, compared to 96.4% during the second quarter of 2019. Continued market pressures, including the impact of the COVID-19 pandemic on port volumes, contributed to a 29.8% decrease in revenue, excluding intersegment transactions, as load counts decreased 23.9% and revenue per load decreased 7.8%. We continue to develop our Intermodal network and cost structure and expect to see improved results in the back half of the year.

Comparison Between Year-to-Date June 30, 2020 and 2019 — Operating Ratio was 104.1% in the first half of 2020 compared to 97.2% in the first half of 2019. During the first half of 2020, our Intermodal segment produced an Adjusted Operating Ratio of 104.0%, compared to 97.2% during the first half of 2019. Continued market pressures, including the impact of the COVID-19 pandemic on port volumes, contributed to a 24.0% decrease in revenue, excluding intersegment transactions, as load counts decreased 18.6% and revenue per load decreased 6.7%.

Non-reportable Segments

The non-reportable segments include support services provided to our customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.2 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).


	Quarter-to-Date June 30,						Year-to-Date June 30,						QTD 2020 vs.	YTD 2020 vs.
	2020		2019		2020		2019		QTD 2019		YTD 2019
	(Dollars in thousands)													Increase (Decrease)
Total revenue	$	45,289	$	29,597	$	91,531	$	67,361	53.0	%	35.9	%
Operating loss	$	(4,184)	$	(26,392)	$	(10,381)	$	(34,912)	(84.1	%)	(70.3	%)

Comparison Between the Quarters Ended June 30, 2020 and 2019 — Operating results within the non-reportable segments improved in the second quarter of 2020, which included additional income earned from warehousing activities, as compared to the second quarter of 2019, when we incurred $15.5 million in costs associated with a jury verdict.

Comparison Between Year-to-Date June 30, 2020 and 2019 — Operating results within the non-reportable segments improved in the first half of 2020, which included additional income earned from warehousing activities, as compared to the first half of 2019, when we incurred $15.5 million in costs associated with a jury verdict.

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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 trucking fuel surcharge. Trucking 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 trucking fuel surcharge is a better measure for analyzing many of our expenses and operating metrics.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Salaries, wages, and benefits	$	365,311		$	380,354		$	720,144		$	744,209		(4.0	%)	(3.2	%)
% of total revenue	34.4		%	30.6		%	33.0		%	30.4		%	380 bps		260 bps
% of revenue, excluding trucking fuel surcharge	36.6		%	33.9		%	35.6		%	33.5		%	270 bps		210 bps

Salaries, wages, and benefits expense is primarily affected by the total number of miles driven by company driving associates, the rate per mile we pay 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, and technology and terminals that improve the experience of driving associates. We expect driving associate pay to remain inflationary, which could result in additional driving associate pay increases in the future.

•Comparison Between the Quarters Ended June 30, 2020 and 2019 — The $15.0 million decrease within consolidated salaries, wages and benefits was primarily attributed to a decrease in miles driven by company drivers, favorable developments within workers' compensation expense, as well as lower medical insurance costs. These decreases were partially offset by $7.8 million in incremental payroll premiums paid to our company driving associates and shop technicians in response to the COVID-19 pandemic. The COVID-19 expenses were clearly separable from our normal business operations and are not expected to recur once the pandemic subsides.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — The $24.1 million decrease within consolidated salaries, wages and benefits was primarily attributed to a decrease in miles driven by company drivers, favorable developments within workers' compensation expense, as well as lower medical insurance costs. These decreases were partially offset by $9.0 million in incremental payroll premiums paid to our company driving associates and shop technicians in response to the COVID-19 pandemic. The COVID-19 expenses were clearly separable from our normal business operations and are not expected to recur once the pandemic subsides.

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	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Fuel	$	86,381		$	151,309		$	208,236		$	289,748		(42.9	%)	(28.1	%)
% of total revenue	8.1		%	12.2		%	9.5		%	11.8		%	(410 bps)		(230 bps)
% of revenue, excluding trucking fuel surcharge	8.7		%	13.5		%	10.3		%	13.1		%	(480 bps)		(280 bps)

Fuel expense consists primarily of diesel fuel expense for our company-owned tractors and fuel taxes. 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 apply only to loaded miles 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 Trucking segment. 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 the Quarters Ended June 30, 2020 and 2019 — The $64.9 million decrease in consolidated fuel expense is primarily due to a decrease in average DOE fuel prices to $2.44 per gallon for the second quarter of 2020 from $3.12 per gallon for the second quarter of 2019 and a 3.3% decrease in the total miles driven by company driving associates.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — The $81.5 million decrease in consolidated fuel expense is primarily due to a decrease in average DOE fuel prices to $2.67 per gallon for year-to-date June 30, 2020 from $3.07 per gallon for year-to-date June 30, 2019 and a 0.4% decrease in miles driven by company driving associates.

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	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Operations and maintenance	$	66,067		$	82,443		$	134,471		$	162,203		(19.9	%)	(17.1	%)
% of total revenue	6.2		%	6.6		%	6.2		%	6.6		%	(40 bps)		(40 bps)
% of revenue, excluding trucking fuel surcharge	6.6		%	7.3		%	6.6		%	7.3		%	(70 bps)		(70 bps)

Operations and maintenance expense consists of direct operating expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are affected by the age of our company-owned fleet of tractors and trailers. We expect the driver market to remain competitive throughout 2020, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense. We expect to continue refreshing our tractor fleet in the coming quarters, and anticipate that maintenance costs will gradually decrease as we reduce the average age of our fleet.

The second quarter decrease of $16.4 million and year-to-date decrease of $27.7 million in consolidated operations and maintenance expense was attributed to reduced maintenance expense associated with refreshing our fleet with newer equipment and the decreases in miles driven by company driving associates noted above.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Insurance and claims	$	45,302		$	48,796		$	99,582		$	98,932		(7.2	%)	0.7	%
% of total revenue	4.3		%	3.9		%	4.6		%	4.0		%	40 bps		60 bps
% of revenue, excluding trucking fuel surcharge	4.5		%	4.3		%	4.9		%	4.5		%	20 bps		40 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, as well as 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 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, as well as a tightening of excess insurance markets, may cause our consolidated insurance and claims expense to fluctuate more.

•Comparison Between the Quarters Ended June 30, 2020 and 2019 — Consolidated insurance and claims expense decreased by $3.5 million for the second quarter of 2020, as compared to the same period last year. This decrease was primarily due to a decrease in total miles driven year-over-year, improvements within our current year experience as a result of lower frequency and severity of claims, and positive development with certain prior year losses.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — Consolidated insurance and claims expense increased by $0.7 million for year-to-date June 30, 2020, as compared to the same period last year. This increase was primarily due to negative development within certain prior year losses recognized during the first quarter which were partially offset by improvements within our current year experience as a result of lower frequency and severity in claims, as well as a decrease in total miles driven year-over-year.

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	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Operating taxes and licenses	$	20,883		$	21,560		$	43,052		$	43,363		(3.1	%)	(0.7	%)
% of total revenue	2.0		%	1.7		%	2.0		%	1.8		%	30 bps		20 bps
% of revenue, excluding trucking fuel surcharge	2.1		%	1.9		%	2.1		%	2.0		%	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, 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 the Quarters Ended June 30, 2020 and 2019 — Consolidated operating taxes and licenses decreased by $0.7 million for the second quarter of 2020 as compared to the same period last year. The decrease was primarily due to a decrease in total company miles driven.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — Operating taxes and licenses decreased by $0.3 million, but remained relatively flat as a percentage of revenue, excluding trucking fuel surcharge.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Communications	$	4,902		$	4,960		$	9,776		$	10,043		(1.2	%)	(2.7	%)
% of total revenue	0.5		%	0.4		%	0.4		%	0.4		%	10 bps		— bps
% of revenue, excluding trucking fuel surcharge	0.5		%	0.4		%	0.5		%	0.5		%	10 bps		— bps

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

Consolidated communications expense remained flat as a percentage of revenue, excluding trucking fuel surcharge for the second quarter of 2020 and first half of 2020, as compared to the same periods last year.

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	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Depreciation and amortization of property and equipment	$	114,601		$	102,938		$	224,822		$	203,875		11.3	%	10.3	%
% of total revenue	10.8		%	8.3		%	10.3		%	8.3		%	250 bps		200 bps
% of revenue, excluding trucking fuel surcharge	11.5		%	9.2		%	11.1		%	9.2		%	230 bps		190 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, which have historically been precipitated in part by new or proposed federal and state regulations. 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 practice.

Consolidated depreciation and amortization of property and equipment increased by $11.7 million in the second quarter of 2020 and $20.9 million in the first half of 2020, when compared to the same periods last year. These increases were primarily related to the increase in owned versus leased equipment.

We expect consolidated depreciation and amortization of property and equipment to increase both in total and as a percentage of consolidated revenue, excluding trucking fuel surcharge, as we currently do not plan to use operating leases as a primary means of funding our equipment purchases in the remainder of 2020.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Amortization of intangibles	$	11,474		$	10,692		$	22,948		$	21,385		7.3	%	7.3	%
% of total revenue	1.1		%	0.9		%	1.1		%	0.9		%	20 bps		20 bps
% of revenue, excluding trucking fuel surcharge	1.2		%	1.0		%	1.1		%	1.0		%	20 bps		10 bps

Amortization of intangibles relates to intangible assets identified with the 2017 Merger and other acquisitions. See Note 7 in Part I, Item 1, of this Quarterly Report for further details regarding the Company's intangible assets. The increases of $0.8 million for the second quarter and $1.6 million for the first half of 2020, when compared to the same periods last year, were attributed to an acquisition completed on January 1, 2020. See Note 4 in Part I, Item 1, of this Quarterly Report for more details regarding details of our acquisitions.

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	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Rental expense	$	22,372		$	32,875		$	47,747		$	68,420		(31.9	%)	(30.2	%)
% of total revenue	2.1		%	2.6		%	2.2		%	2.8		%	(50 bps)		(60 bps)
% of revenue, excluding trucking fuel surcharge	2.2		%	2.9		%	2.4		%	3.1		%	(70 bps)		(70 bps)

Rental expense consists primarily of payments for tractors and trailers financed with operating leases. The primary factors affecting the expense are the size of our revenue equipment fleet and the relative percentage of owned versus leased equipment.

Consolidated rental expense decreased by $10.5 million and $20.7 million for the second quarter and first half of 2020, as compared to the same periods last year. This was primarily due to increasing our ratio of owned versus leased equipment.

We expect consolidated rental expense to continue to decrease both in total and as a percentage of consolidated revenue, excluding trucking fuel surcharge, as we currently do not plan to use operating leases as a primary means of funding our equipment purchases in the remainder of 2020.


	Quarter-to-Date June 30,									Year-to-Date June 30,							QTD 2020 vs.	YTD 2020 vs.
	2020			2019			2020			2019			QTD 2019		YTD 2019
	(Dollars in thousands)																	Increase (Decrease)
Purchased transportation	$	200,107		$	261,273		$	425,383		$	530,622		(23.4	%)	(19.8	%)
% of total revenue	18.9		%	21.0		%	19.5		%	21.7		%	(210 bps)		(220 bps)
% of revenue, excluding trucking fuel surcharge	20.1		%	23.3		%	21.0		%	23.9		%	(320 bps)		(290 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.

We expect purchased transportation will increase as a percentage of revenue if we grow our logistics and intermodal businesses. The increase could be partially offset if independent contractors exit the market due to regulatory changes.

Consolidated purchased transportation expense decreased by $61.2 million for the second quarter of 2020 and $105.2 million for the first half of 2020, as compared to the same periods last year. This was primarily due to a decrease in miles driven by independent contractors of 23.0% and 22.7% for the second quarter and first half of 2020, respectively and lower fuel reimbursement expenses to independent contractors due to fewer miles and the lower fuel prices discussed above. In addition, experienced lower purchased transportation expense from third-party carrier activities in our Logistics and Intermodal segments.


	Quarter-to-Date June 30,						Year-to-Date June 30,						QTD 2020 vs.	YTD 2020 vs.
	2020		2019		2020		2019		QTD 2019		YTD 2019
	(Dollars in thousands)													Increase (Decrease)
Impairments	$	353	$	2,182	$	1,255	$	2,182	(83.8	%)	(42.5	%)

In 2020, we incurred impairment charges associated with revenue equipment held for sale and trailer tracking systems (within our Trucking and non-reportable segments). In 2019, we incurred impairment charges of leasehold improvements (within the Trucking segment) from the early termination of a lease of one of our operating properties.

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	Quarter-to-Date June 30,						Year-to-Date June 30,						QTD 2020 vs.	YTD 2020 vs.
	2020		2019		2020		2019		QTD 2019		YTD 2019
	(Dollars in thousands)													Increase (Decrease)
Miscellaneous operating expenses	$	20,778	$	34,108	$	43,794	$	46,744	(39.1	%)	(6.3	%)

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 June 30, 2020 and 2019 — The $13.3 million decrease in net consolidated miscellaneous operating expenses was primarily due to a decrease in legal expenses as we incurred $15.5 million in incremental costs associated with an unfavorable verdict in the second quarter of 2019, which were partially offset by a $5.8 million reduction in gain on sales of equipment.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — The $3.0 million decrease in net consolidated miscellaneous operating expenses is primarily due to the decrease in legal expenses noted above, which were partially offset by a $14.5 million reduction in gain on sales of equipment.

Consolidated Other Expenses, net


	Quarter-to-Date June 30,						Year-to-Date June 30,						QTD 2020 vs.	YTD 2020 vs.
	2020		2019		2020		2019		QTD 2019		YTD 2019
	(Dollars in thousands)													Increase (Decrease)

Interest expense	$	4,021	$	7,156	$	10,128	$	14,504	(43.8	%)	(30.2	%)
Other (income), net	(8,499)		(3,101)		(1,992)		(9,240)		174.1	%	(78.4	%)
Income tax expense	26,815		26,076		51,369		53,999		2.8	%	(4.9	%)

Interest expense — Interest expense is comprised of debt and finance lease interest expense as well as amortization of deferred loan costs. The quarter and year-to-date decreases in interest expense were primarily due to lower overall interest rates.

Other (income), net — Other (income), net is primarily comprised of unrealized (gains) and losses from our various equity investments, including our TRP investments accounted for under the equity method, 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 June 30, 2020 and 2019 — The $5.4 million favorable change between the second quarter of 2020 and 2019 is primarily attributed to unrealized gains from our various equity investments.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — The $7.2 million unfavorable change between the first half of 2020 and the first half of 2019 is primarily attributed to unrealized losses from our investments in TRP.

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Income tax expense — In addition to the discussion below, Note 8 in Part I, Item 1 of this Quarterly Report provides further analysis related to income taxes.

•Comparison Between the Quarters Ended June 30, 2020 and 2019 — The $0.7 million increase in consolidated income tax expense was primarily due to an increase in pre-tax earnings, partially offset by an increase in stock compensation deductions recognized as a discrete item in the second quarter of 2020, as compared to the second quarter of 2019. During the second quarter of 2019, we recognized discrete items related to a partial release of our reserve for uncertain tax positions and a decrease in stock compensation deductions. All of these factors resulted in an effective tax rate of 25.0% for the second quarter of 2020 and 24.7% for the second quarter of 2019.

•Comparison Between Year-to-Date June 30, 2020 and 2019 — The $2.6 million decrease in consolidated income tax expense was primarily due to a decrease in pre-tax earnings, an increase in stock compensation deductions, and an increase in unfavorable foreign currency fluctuations recognized as discrete items. During the first half of 2019, we also recognized discrete items related to a reduction in our reserve for uncertain tax positions and a decrease in stock compensation deductions. All of these factors resulted in an effective tax rate of 26.0% for the first half of 2020 and 24.4% for the first half of 2019.

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Non-GAAP Financial Measures

The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted EPS," "Adjusted Operating Income," and "Adjusted Operating Ratio," 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. 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, and Adjusted Operating Ratio 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, and GAAP reportable segment operating ratio to non-GAAP reportable segment Adjusted Operating Ratio.

Non-GAAP Reconciliation:

Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
	(In thousands)
GAAP: Net income attributable to Knight-Swift	$	80,189	$	79,205	$	145,615	$	167,143
Adjusted for:
Income tax expense attributable to Knight-Swift	26,815		26,076		51,369		53,999
Income before income taxes attributable to Knight-Swift	107,004		105,281		196,984		221,142





Amortization of intangibles ¹	11,474		10,692		22,948		21,385
Impairments ²	353		2,182		1,255		2,182

Legal accruals ³	—		15,500		—		15,500
COVID-19 incremental costs ⁴	9,966		—		12,259		—

Adjusted income before income taxes	128,797		133,655		233,446		260,209
Provision for income tax expense at effective rate	(32,299)		(33,028)		(60,743)		(63,401)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift	$	96,498	$	100,627	$	172,703	$	196,808

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


	Quarter-to-Date June 30,						Year-to-Date June 30,
	2020		2019		2020		2019
GAAP: Earnings per diluted share	$	0.47	$	0.46	$	0.85	$	0.97
Adjusted for:
Income tax expense attributable to Knight-Swift	0.16		0.15		0.30		0.31
Income before income taxes attributable to Knight-Swift	0.63		0.61		1.15		1.28





Amortization of intangibles ¹	0.07		0.06		0.13		0.12
Impairments ²	—		0.01		0.01		0.01

Legal accruals ³	—		0.09		—		0.09
COVID-19 incremental costs ⁴	0.06		—		0.07		—

Adjusted income before income taxes	0.75		0.77		1.37		1.50
Provision for income tax expense at effective rate	(0.19)		(0.19)		(0.36)		(0.37)
Non-GAAP: Adjusted EPS	$	0.57	$	0.58	$	1.01	$	1.14

1 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger and other acquisitions. Refer to Note 4 in Part I, Item 1 of this Quarterly Report for additional details regarding the acquisition.

2 "Impairments" reflects the non-cash impairment of certain tractors (within the Trucking segment) and certain legacy trailers (within the non-reportable segments) as a result of a softer used equipment market during the second quarter of 2020, as well as impairment charges of trailer tracking equipment (within the Trucking segment) during the first quarter of 2020. In the second quarter of 2019, we incurred a non-cash impairment of leasehold improvements (within the Trucking segment) which were incurred during the early termination of a lease related to one of our operating properties.

3 "Legal accruals" reflects costs incurred in the second quarter of 2019 associated with a jury verdict issued, which is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.

4 "COVID-19 incremental costs" reflects costs incurred during 2020 that were directly attributable to the pandemic and were incremental to those incurred prior to the outbreak. These include payroll premiums paid to our drivers and shop technicians, additional disinfectants and cleaning supplies, and various other pandemic-specific items. The costs are clearly separable from our normal business operations and are not expected to recur once the pandemic subsides.

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


	Quarter-to-Date June 30,									Year-to-Date June 30,
	2020			2019			2020			2019
GAAP Presentation	(Dollars in thousands)
Total revenue	$	1,060,698		$	1,242,083		$	2,185,496		$	2,446,618
Total operating expenses	(958,531)			(1,133,490)			(1,981,210)			(2,221,726)
Operating income	$	102,167		$	108,593		$	204,286		$	224,892
Operating ratio	90.4		%	91.3		%	90.7		%	90.8		%

Non-GAAP Presentation
Total revenue	$	1,060,698		$	1,242,083		$	2,185,496		$	2,446,618
Trucking fuel surcharge	(63,101)			(119,329)			(160,804)			(226,908)
Revenue, excluding trucking fuel surcharge	997,597			1,122,754			2,024,692			2,219,710

Total operating expenses	958,531			1,133,490			1,981,210			2,221,726
Adjusted for:
Trucking fuel surcharge	(63,101)			(119,329)			(160,804)			(226,908)
Amortization of intangibles ¹	(11,474)			(10,692)			(22,948)			(21,385)
Impairments ²	(353)			(2,182)			(1,255)			(2,182)
Legal accruals ³	—			(15,500)			—			(15,500)
COVID-19 incremental costs ⁴	(9,966)			—			(12,259)			—

Adjusted Operating Expenses	873,637			985,787			1,783,944			1,955,751
Adjusted Operating Income	$	123,960		$	136,967		$	240,748		$	263,959
Adjusted Operating Ratio	87.6		%	87.8		%	88.1		%	88.1		%

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

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

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

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

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

Trucking Segment


	Quarter-to-Date June 30,									Year-to-Date June 30,
	2020			2019			2020			2019
GAAP Presentation	(Dollars in thousands)
Total revenue	$	879,369		$	1,020,027		$	1,798,430		$	1,993,272
Total operating expenses	(771,581)			(894,255)			(1,583,308)			(1,752,325)
Operating income	$	107,788		$	125,772		$	215,122		$	240,947
Operating ratio	87.7		%	87.7		%	88.0		%	87.9		%

Non-GAAP Presentation
Total revenue	$	879,369		$	1,020,027		$	1,798,430		$	1,993,272
Fuel surcharge	(63,101)			(119,329)			(160,804)			(226,908)
Intersegment transactions	(235)			(50)			(509)			(86)
Revenue, excluding fuel surcharge and intersegment transactions	816,033			900,648			1,637,117			1,766,278

Total operating expenses	771,581			894,255			1,583,308			1,752,325
Adjusted for:
Fuel surcharge	(63,101)			(119,329)			(160,804)			(226,908)
Intersegment transactions	(235)			(50)			(509)			(86)

Amortization of intangibles ¹	(324)			(349)			(648)			(698)
Impairments ²	(153)			(2,182)			(1,055)			(2,182)

COVID-19 incremental costs ³	(9,901)			—			(12,146)			—

Adjusted Operating Expenses	697,867			772,345			1,408,146			1,522,451
Adjusted Operating Income	$	118,166		$	128,303		$	228,971		$	243,827
Adjusted Operating Ratio	85.5		%	85.8		%	86.0		%	86.2		%

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

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

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

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Logistics Segment


	Quarter-to-Date June 30,									Year-to-Date June 30,
	2020			2019			2020			2019
GAAP Presentation	(Dollars in thousands)
Total revenue	$	70,104		$	82,929		$	149,302		$	171,881
Total operating expenses	(67,066)			(77,908)			(142,545)			(159,577)
Operating income	$	3,038		$	5,021		$	6,757		$	12,304
Operating ratio	95.7		%	93.9		%	95.5		%	92.8		%

Non-GAAP Presentation
Total revenue	$	70,104		$	82,929		$	149,302		$	171,881

Intersegment transactions	(3,038)			(2,625)			(5,479)			(4,386)
Revenue, excluding intersegment transactions	67,066			80,304			143,823			167,495

Total operating expenses	67,066			77,908			142,545			159,577
Adjusted for:

Intersegment transactions	(3,038)			(2,625)			(5,479)			(4,386)



Adjusted Operating Expenses	64,028			75,283			137,066			155,191
Adjusted Operating Income	$	3,038		$	5,021		$	6,757		$	12,304
Adjusted Operating Ratio	95.5		%	93.7		%	95.3		%	92.7		%

Intermodal Segment


	Quarter-to-Date June 30,									Year-to-Date June 30,
	2020			2019			2020			2019
GAAP Presentation	(Dollars in thousands)
Total revenue	$	82,820		$	118,195		$	177,551		$	234,562
Total operating expenses	(87,295)			(114,003)			(184,763)			(228,009)
Operating (loss) income	$	(4,475)		$	4,192		$	(7,212)		$	6,553
Operating ratio	105.4		%	96.5		%	104.1		%	97.2		%

Non-GAAP Presentation
Total revenue	$	82,820		$	118,195		$	177,551		$	234,562

Intersegment transactions	(121)			(468)			(230)			(1,158)
Revenue, excluding intersegment transactions	82,699			117,727			177,321			233,404

Total operating expenses	87,295			114,003			184,763			228,009
Adjusted for:

Intersegment transactions	(121)			(468)			(230)			(1,158)


COVID-19 incremental costs ¹	(65)			—			(113)			—
Adjusted Operating Expenses	87,109			113,535			184,420			226,851
Adjusted Operating (Loss) Income	$	(4,410)		$	4,192		$	(7,099)		$	6,553
Adjusted Operating Ratio	105.3		%	96.4		%	104.0		%	97.2		%

1See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 4.

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


Liquidity and Capital Resources

Sources of Liquidity

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


Source	June 30, 2020
	(In thousands)
Cash and cash equivalents, excluding restricted cash	$	117,760
Availability under Revolver, due October 2022 ¹	533,906
Availability under 2018 RSA, due July 2021 ²	39,959
Total unrestricted liquidity	$	691,625
Cash and cash equivalents – restricted ³	40,991
Restricted investments, held-to-maturity, amortized cost ³	8,272
Total liquidity, including restricted cash and restricted investments	$	740,888

1 As of June 30, 2020, we had $235.0 million in borrowings under our $800.0 million Revolver. We additionally had $31.1 million in outstanding letters of credit (discussed below), leaving $533.9 million available under the Revolver.

2 Based on eligible receivables at June 30, 2020, our borrowing base for the 2018 RSA was $273.8 million, while outstanding borrowings were $165.0 million. We additionally had $68.8 million in outstanding letters of credit (discussed below), leaving $40.0 million available under the 2018 RSA. Refer to Note 9 in Part I, Item 1 of this Quarterly Report for more information regarding the 2018 RSA.

3 Restricted cash and restricted investments are primarily held by our captive insurance companies for claims payments. "Cash and cash equivalents – restricted" consists of $39.6 million, included in "Cash and cash equivalents — restricted" in the condensed consolidated balance sheet and held by Mohave and Red Rock for claims payments. The remaining $1.4 million is included in "Other long-term assets" and is held in escrow accounts to meet statutory requirements.

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 our trailer fleet, fund replacement of our revenue equipment fleet, and, to a lesser extent, fund upgrades to our terminals and technology in our logistics service offerings. We expect that net capital expenditures from the aforementioned projects will be in the range of $500.0 – $525.0 million for the full-year 2020. We believe we have ample flexibility with our trade cycle and purchase agreements to alter our current plans if economic or 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 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 the 2018 RSA, and availability under the Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.

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

Principal and Interest Payments — As of June 30, 2020, we had debt and finance lease obligations of $851.8 million, 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 2017 Debt Agreement and the 2018 RSA, our lenders may issue standby letters of credit on our behalf. When we have letters of credit outstanding, the availability under the Revolver or 2018 RSA is reduced accordingly. 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 flow availability, debt levels, common stock prices, general economic and market conditions, as well as Board approval, we may repurchase shares of our outstanding common stock. As of June 30, 2020, the Company had $199.0 million remaining under the 2019 Knight-Swift Share Repurchase Plan. Additional details are discussed in Note 12 in Part I, Item 1 of this Quarterly Report.

Working Capital

As of June 30, 2020 and December 31, 2019, we had working capital deficits of $142.0 million and $103.0 million, respectively. The deficits were primarily due to the Term Loan maturing on October 2, 2020. We intend to refinance the Term Loan prior to its maturity.

Material Debt Agreements

As of June 30, 2020, we had $851.8 million in material debt obligations at the following carrying values:

•$364.9 million: Term Loan, due October 2020, net of $0.1 million in deferred loan costs

•$164.8 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.2 million in deferred loan costs

•$87.1 million: Finance lease obligations

•$235.0 million: Revolver, due October 2022

As of December 31, 2019, we had $918.8 million in material debt obligations at the following carrying values:

•$364.8 million: Term Loan, due October 2020, net of $0.2 million in deferred loan costs

•$204.8 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.2 million in deferred loan costs

•$70.2 million: Finance lease obligations

•$279.0 million: Revolver, due October 2022.

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


Cash Flow Analysis


	Year-to-Date June 30,						Change
	2020		2019
	(In thousands)
Net cash provided by operating activities	$	383,360	$	362,812	$	20,548
Net cash used in investing activities	(253,066)		(223,882)		(29,184)
Net cash used in financing activities	(173,771)		(162,022)		(11,749)

Net Cash Provided by Operating Activities

Comparison Between Year-to-Date June 30, 2020 and 2019 — The $20.5 million increase in net cash provided by operating activities was primarily due to a $68.8 million decrease in cash paid for income taxes, net of refunds, and various changes within our working capital. This was all partially offset by a $93.4 million cash settlement paid during the first quarter of 2020, associated with pre-2017 Merger legal matters that were previously accrued and disclosed by Swift.

Net Cash Used in Investing Activities

Comparison Between Year-to-Date June 30, 2020 and 2019 — The $29.2 million increase in net cash used in investing activities was due to a $46.8 million increase in net cash used for acquisitions and was partially offset by a $24.7 million decrease in net capital expenditures.

Net Cash Used in Financing Activities

Comparison Between Year-to-Date June 30, 2020 and 2019 — Net cash used in financing activities increased by $11.7 million, primarily due to a $59.0 million decrease in net repayments of our debt obligations. This was partially offset by a $52.3 million decrease in cash used to repurchase shares of our common stock.


Contractual Obligations

"Liquidity and Capital Resources," above, includes details regarding changes in our contractual obligations table during the year-to-date June 30, 2020 period. Aside from these items, there were no material changes to the contractual obligations table, which was included in our 2019 Annual Report.


Off Balance Sheet Arrangements

Information about our off balance sheet arrangements is included in Note 10 of the notes to our condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report, which is incorporated by reference herein. See also "Contractual Obligations," above.

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


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

Inflation can have an impact on our operating costs. A prolonged period of inflation could cause interest rates, fuel, wages, and other costs to increase, which would adversely affect our results of operations unless freight rates correspondingly increased. Consistent with trends in the trucking industry overall, we continue to experience inflationary pressures with respect to driver wages, as compared to prior years.


Recently Issued Accounting Pronouncements

See 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, as follows:

•Note 2 for accounting pronouncements adopted during year-to-date June 30, 2020.

•Note 3 for accounting pronouncements issued during year-to-date June 30, 2020.

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ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure from variable interest rates, primarily related to our 2017 Debt Agreement and 2018 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 1.1% as of June 30, 2020) and fixed rate equipment lease financing. Assuming the level of borrowings as of June 30, 2020, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $7.7 million.

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 of diesel price per gallon in the US decreased to $2.44 for the second quarter of 2020 from an average of $3.12 in the second quarter of 2019. The weekly average diesel price per gallon in the US decreased to an average of $2.67 for year-to-date June 30, 2020 from an average of $3.07 for year-to-date June 30, 2019. 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 June 30, 2020, 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

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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 11 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended June 30, 2020, and is incorporated by reference herein. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period.


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 2019 Annual Report and our Quarterly Report for the quarterly period ended March 31, 2020, 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




April 1, 2020 to April 30, 2020	—	$	—	—	$	198,977,224
May 1, 2020 to May 31, 2020	—	$	—	—	$	198,977,224
June 1, 2020 to June 30, 2020	—	$	—	—	$	198,977,224
Total	—	$	—	—	$	198,977,224

1On May 31, 2019, the Company announced that the Board approved the $250.0 million 2019 Knight-Swift Share Repurchase Plan. There is no expiration date associated with the 2019 Knight-Swift Share Repurchase Plan.


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

Not applicable.


ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.			OTHER INFORMATION

None.

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ITEM 6.			EXHIBITS

Exhibit Number

Description

Page or Method of Filing

2.1*

Agreement and Plan of Merger, dated as of April 9, 2017, by and among Swift Transportation Company, Bishop Merger Sub, Inc., and Knight Transportation, Inc.

Incorporated by reference to Exhibit 2.1 of Form 8-K filed on April 13, 2017

3.1

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

Filed herewith

3.2

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

Incorporated by reference to Exhibit 3.2 of Form 8-K filed on November 15, 2018

10.1**

Form of RSU Award Notice

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 David A. Jackson, 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 Adam W. Miller, 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 David A. Jackson, 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 Adam W. Miller, 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 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish to the SEC a copy of any omitted schedule upon request by the SEC.

** Management contract or compensatory plan, contract, or arrangement.

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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:

August 5, 2020

/s/ David A. Jackson

David A. Jackson

Chief Executive Officer and President, in his capacity as

such and on behalf of the registrant

Date:

August 5, 2020

/s/ Adam W. Miller

Adam W. Miller

Chief Financial Officer, in his capacity as such and on

behalf of the registrant

Knight-Swift Transportation - 10-Q quarterly report FY2020 Q2

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