false2021Q20001492691--12-3100014926912021-01-012021-06-30xbrli:shares00014926912021-07-28iso4217:USD00014926912021-06-3000014926912020-12-31iso4217:USDxbrli:shares0001492691knx:RevenueexcludingtruckingfuelsurchargeMember2021-04-012021-06-300001492691knx:RevenueexcludingtruckingfuelsurchargeMember2020-04-012020-06-300001492691knx:RevenueexcludingtruckingfuelsurchargeMember2021-01-012021-06-300001492691knx:RevenueexcludingtruckingfuelsurchargeMember2020-01-012020-06-300001492691knx:TruckingfuelsurchargerevenueMember2021-04-012021-06-300001492691knx:TruckingfuelsurchargerevenueMember2020-04-012020-06-300001492691knx:TruckingfuelsurchargerevenueMember2021-01-012021-06-300001492691knx:TruckingfuelsurchargerevenueMember2020-01-012020-06-3000014926912021-04-012021-06-3000014926912020-04-012020-06-3000014926912020-01-012020-06-3000014926912019-12-3100014926912020-06-300001492691knx:FinancingprovidedtoindependentcontractorsforequipmentsoldMember2021-01-012021-06-300001492691knx:FinancingprovidedtoindependentcontractorsforequipmentsoldMember2020-01-012020-06-300001492691knx:TransfersfrompropertyandequipmenttoassetsheldforsaleMember2021-01-012021-06-300001492691knx:TransfersfrompropertyandequipmenttoassetsheldforsaleMember2020-01-012020-06-300001492691knx:NoncontrollingInterestAssociatedWithAcquisitionMember2021-01-012021-06-300001492691knx:NoncontrollingInterestAssociatedWithAcquisitionMember2020-01-012020-06-300001492691knx:EleosMember2021-01-012021-06-300001492691knx:WarehousingCoMember2020-01-012020-06-300001492691knx:PropertyAndEquipmentObtainedInExchangeForFinanceLeaseLiabilitiesFromOperatingLeaseLiabilitiesMember2021-01-012021-06-300001492691knx:PropertyAndEquipmentObtainedInExchangeForFinanceLeaseLiabilitiesFromOperatingLeaseLiabilitiesMember2020-01-012020-06-300001492691us-gaap:CommonClassAMember2020-12-310001492691us-gaap:AdditionalPaidInCapitalMember2020-12-310001492691us-gaap:RetainedEarningsMember2020-12-310001492691us-gaap:ParentMember2020-12-310001492691us-gaap:NoncontrollingInterestMember2020-12-310001492691us-gaap:CommonClassAMember2021-01-012021-06-300001492691us-gaap:AdditionalPaidInCapitalMember2021-01-012021-06-300001492691us-gaap:ParentMember2021-01-012021-06-300001492691us-gaap:RetainedEarningsMember2021-01-012021-06-300001492691us-gaap:NoncontrollingInterestMember2021-01-012021-06-300001492691us-gaap:CommonClassAMember2021-06-300001492691us-gaap:AdditionalPaidInCapitalMember2021-06-300001492691us-gaap:RetainedEarningsMember2021-06-300001492691us-gaap:ParentMember2021-06-300001492691us-gaap:NoncontrollingInterestMember2021-06-300001492691us-gaap:CommonClassAMember2019-12-310001492691us-gaap:AdditionalPaidInCapitalMember2019-12-310001492691us-gaap:RetainedEarningsMember2019-12-310001492691us-gaap:ParentMember2019-12-310001492691us-gaap:NoncontrollingInterestMember2019-12-310001492691us-gaap:CommonClassAMember2020-01-012020-06-300001492691us-gaap:AdditionalPaidInCapitalMember2020-01-012020-06-300001492691us-gaap:ParentMember2020-01-012020-06-300001492691us-gaap:RetainedEarningsMember2020-01-012020-06-300001492691us-gaap:NoncontrollingInterestMember2020-01-012020-06-300001492691us-gaap:CommonClassAMember2020-06-300001492691us-gaap:AdditionalPaidInCapitalMember2020-06-300001492691us-gaap:RetainedEarningsMember2020-06-300001492691us-gaap:ParentMember2020-06-300001492691us-gaap:NoncontrollingInterestMember2020-06-300001492691us-gaap:CommonClassAMember2021-03-310001492691us-gaap:AdditionalPaidInCapitalMember2021-03-310001492691us-gaap:RetainedEarningsMember2021-03-310001492691us-gaap:ParentMember2021-03-310001492691us-gaap:NoncontrollingInterestMember2021-03-3100014926912021-03-310001492691us-gaap:CommonClassAMember2021-04-012021-06-300001492691us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001492691us-gaap:ParentMember2021-04-012021-06-300001492691us-gaap:RetainedEarningsMember2021-04-012021-06-300001492691us-gaap:NoncontrollingInterestMember2021-04-012021-06-300001492691us-gaap:CommonClassAMember2020-03-310001492691us-gaap:AdditionalPaidInCapitalMember2020-03-310001492691us-gaap:RetainedEarningsMember2020-03-310001492691us-gaap:ParentMember2020-03-310001492691us-gaap:NoncontrollingInterestMember2020-03-3100014926912020-03-310001492691us-gaap:CommonClassAMember2020-04-012020-06-300001492691us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001492691us-gaap:ParentMember2020-04-012020-06-300001492691us-gaap:RetainedEarningsMember2020-04-012020-06-300001492691us-gaap:NoncontrollingInterestMember2020-04-012020-06-30knx:Vehicleknx:Segment0001492691us-gaap:SubsequentEventMember2021-07-052021-07-05xbrli:pure0001492691us-gaap:SubsequentEventMemberknx:ACTMember2021-07-050001492691knx:CashpaidforacquisitionMemberus-gaap:SubsequentEventMember2021-07-052021-07-050001492691knx:EquityTransferredInAcquisitionMemberus-gaap:SubsequentEventMember2021-07-052021-07-050001492691us-gaap:SubsequentEventMemberknx:A2021TermLoanMember2021-07-060001492691us-gaap:SubsequentEventMemberknx:A2021TermLoanMember2021-07-062021-07-060001492691knx:UTXLMember2021-06-012021-06-010001492691knx:UTXLMember2021-06-010001492691knx:UTXLMemberknx:CashpaidforacquisitionMember2021-06-012021-06-010001492691knx:UTXLMemberknx:EscrowForSellersIndemnificationObligationsMember2021-06-012021-06-010001492691knx:UTXLMemberknx:ContingentconsiderationannualpaymentMember2021-06-010001492691knx:UTXLMemberknx:ContingentconsiderationtotalpaymentMember2021-06-010001492691knx:UTXLMemberus-gaap:CustomerRelationshipsMember2021-06-010001492691knx:UTXLMemberus-gaap:EmploymentContractsMember2021-06-010001492691knx:EleosMember2021-02-012021-02-010001492691knx:EleosMember2021-02-010001492691knx:EleosMemberknx:EscrowForSellersIndemnificationObligationsMember2021-02-012021-02-010001492691knx:EleosMember2021-06-302021-06-300001492691knx:EleosMember2021-06-300001492691knx:EleosMemberus-gaap:CustomerRelationshipsMember2021-06-300001492691knx:EleosMemberus-gaap:EmploymentContractsMember2021-06-300001492691us-gaap:ComputerSoftwareIntangibleAssetMemberknx:EleosMember2021-06-300001492691us-gaap:TradeNamesMemberknx:EleosMember2021-06-300001492691knx:WarehousingCoMember2021-06-300001492691knx:WarehousingCoMember2020-12-310001492691us-gaap:DomesticCorporateDebtSecuritiesMember2021-06-300001492691us-gaap:DomesticCorporateDebtSecuritiesMember2020-12-310001492691srt:MaximumMember2021-01-012021-06-30knx:Securities00014926912021-04-1600014926912021-04-162021-04-160001492691us-gaap:FairValueMeasurementsRecurringMember2021-01-012021-06-300001492691us-gaap:EquipmentMember2021-06-300001492691us-gaap:EquipmentMember2020-12-310001492691us-gaap:EquipmentMember2021-04-012021-06-300001492691us-gaap:EquipmentMember2020-04-012020-06-300001492691us-gaap:EquipmentMember2021-01-012021-06-300001492691us-gaap:EquipmentMember2020-01-012020-06-300001492691knx:IntangibleAssetsOtherThanthe2017MergerMember2021-01-012021-06-300001492691knx:Intangibleassetsrelatedtothe2017MergerMemberMember2021-01-012021-06-300001492691us-gaap:StateAndLocalJurisdictionMembersrt:MinimumMember2021-01-012021-06-300001492691us-gaap:StateAndLocalJurisdictionMembersrt:MaximumMember2021-01-012021-06-300001492691knx:A2021RSAMember2021-04-232021-04-230001492691knx:A2018RSAMember2018-07-112018-07-110001492691knx:A2021RSAMember2021-04-230001492691knx:A2018RSAMember2018-07-110001492691knx:A2021RSAMember2021-06-300001492691knx:A2018RSAMember2020-12-310001492691knx:A2021RSAMember2021-06-302021-06-300001492691knx:A2018RSAMember2020-12-312020-12-310001492691knx:CapitalAdditionPurchaseCommitmentsTotalRevenueEquipmentMember2021-06-300001492691knx:CapitalAdditionPurchaseCommitmentsofTractorsMember2021-06-300001492691knx:CapitalAdditionPurchaseCommitmentsNonrevenueequipmentMember2021-06-300001492691knx:FuelPurchaseCommitmentMember2021-06-300001492691knx:TransportationResourcePartnersCapitalPartnersVMember2021-06-300001492691knx:EmbarkMember2021-06-300001492691knx:EmployeeCompensationandPayPracticesMattersMemberknx:CRSTExpeditedMember2021-01-012021-06-300001492691knx:EmployeeCompensationandPayPracticesMattersMemberknx:CaliforniaWageMealandRestClassActionMember2021-01-012021-06-300001492691knx:EmployeeCompensationandPayPracticesMattersMemberknx:CaliforniaWageMealandRestClassActionMemberknx:CaliforniaWageMealandRestClassAction1Member2021-01-012021-06-300001492691knx:EmployeeCompensationandPayPracticesMattersMemberknx:CaliforniaWageMealandRestClassAction2Memberknx:CaliforniaWageMealandRestClassActionMember2021-01-012021-06-300001492691knx:OwnerOperatorMattersMemberknx:Ninthcircuitowneroperatormisclassificationclassaction1Member2021-01-012021-06-300001492691knx:PolicyPeriodNovember12020ToOctober312021Member2021-06-300001492691knx:PolicyPeriodNovember12019toOctober312020Member2021-06-300001492691knx:SwiftTransportationCompanyMember2021-06-300001492691srt:MinimumMemberknx:KnightTransportationCompanyMember2021-06-300001492691knx:KnightTransportationCompanyMembersrt:MaximumMember2021-06-300001492691knx:KnightTransportationCompanyMember2021-01-012021-06-300001492691knx:PolicyPeriodMarch12019ToMarch12020Memberknx:KnightTransportationCompanyMember2021-06-300001492691knx:KnightTransportationCompanyMember2021-06-300001492691knx:KnightSwiftShareRepurchasePlanNovember242020Member2020-11-240001492691knx:KnightSwiftShareRepurchasePlanMay312019Member2020-11-240001492691knx:KnightSwiftShareRepurchasePlanNovember242020Member2021-04-012021-06-300001492691knx:KnightSwiftShareRepurchasePlanNovember242020Member2021-01-012021-06-300001492691knx:KnightSwiftShareRepurchasePlanMay312019Member2019-05-300001492691knx:KnightSwiftShareRepurchasePlanMay312019Member2020-04-012020-06-300001492691knx:KnightSwiftShareRepurchasePlanMay312019Member2020-01-012020-06-300001492691knx:KnightSwiftShareRepurchasePlanNovember242020Member2021-06-300001492691knx:KnightSwiftShareRepurchasePlanNovember242020Member2020-12-310001492691knx:CentralFreightLinesInc.Memberknx:FreightServicesMember2021-04-012021-06-300001492691knx:CentralFreightLinesInc.Memberknx:FreightServicesMember2020-04-012020-06-300001492691knx:CentralFreightLinesInc.Memberknx:FreightServicesMember2021-01-012021-06-300001492691knx:CentralFreightLinesInc.Memberknx:FreightServicesMember2020-01-012020-06-300001492691knx:SMEIndustriesMemberknx:FreightServicesMember2021-04-012021-06-300001492691knx:SMEIndustriesMemberknx:FreightServicesMember2020-04-012020-06-300001492691knx:SMEIndustriesMemberknx:FreightServicesMember2021-01-012021-06-300001492691knx:SMEIndustriesMemberknx:FreightServicesMember2020-01-012020-06-300001492691knx:FreightServicesMember2021-04-012021-06-300001492691knx:FreightServicesMember2020-04-012020-06-300001492691knx:FreightServicesMember2021-01-012021-06-300001492691knx:FreightServicesMember2020-01-012020-06-300001492691knx:CentralFreightLinesInc.Memberknx:FacilityandEquipmentLeasesMember2021-04-012021-06-300001492691knx:CentralFreightLinesInc.Memberknx:FacilityandEquipmentLeasesMember2020-04-012020-06-300001492691knx:CentralFreightLinesInc.Memberknx:FacilityandEquipmentLeasesMember2021-01-012021-06-300001492691knx:CentralFreightLinesInc.Memberknx:FacilityandEquipmentLeasesMember2020-01-012020-06-300001492691knx:FacilityandEquipmentLeasesMemberus-gaap:OtherAffiliatesMember2021-04-012021-06-300001492691knx:FacilityandEquipmentLeasesMemberus-gaap:OtherAffiliatesMember2020-04-012020-06-300001492691knx:FacilityandEquipmentLeasesMemberus-gaap:OtherAffiliatesMember2021-01-012021-06-300001492691knx:FacilityandEquipmentLeasesMemberus-gaap:OtherAffiliatesMember2020-01-012020-06-300001492691knx:FacilityandEquipmentLeasesMember2021-04-012021-06-300001492691knx:FacilityandEquipmentLeasesMember2020-04-012020-06-300001492691knx:FacilityandEquipmentLeasesMember2021-01-012021-06-300001492691knx:FacilityandEquipmentLeasesMember2020-01-012020-06-300001492691knx:CentralFreightLinesInc.Memberknx:OtherServicesMember2021-04-012021-06-300001492691knx:CentralFreightLinesInc.Memberknx:OtherServicesMember2020-04-012020-06-300001492691knx:CentralFreightLinesInc.Memberknx:OtherServicesMember2021-01-012021-06-300001492691knx:CentralFreightLinesInc.Memberknx:OtherServicesMember2020-01-012020-06-300001492691knx:OtherServicesMemberknx:DPFMobileMember2021-04-012021-06-300001492691knx:OtherServicesMemberknx:DPFMobileMember2020-04-012020-06-300001492691knx:OtherServicesMemberknx:DPFMobileMember2021-01-012021-06-300001492691knx:OtherServicesMemberknx:DPFMobileMember2020-01-012020-06-300001492691knx:OtherServicesMemberus-gaap:OtherAffiliatesMember2021-04-012021-06-300001492691knx:OtherServicesMemberus-gaap:OtherAffiliatesMember2020-04-012020-06-300001492691knx:OtherServicesMemberus-gaap:OtherAffiliatesMember2021-01-012021-06-300001492691knx:OtherServicesMemberus-gaap:OtherAffiliatesMember2020-01-012020-06-300001492691knx:OtherServicesMember2021-04-012021-06-300001492691knx:OtherServicesMember2020-04-012020-06-300001492691knx:OtherServicesMember2021-01-012021-06-300001492691knx:OtherServicesMember2020-01-012020-06-300001492691knx:CentralFreightLinesInc.Member2021-06-300001492691knx:CentralFreightLinesInc.Member2020-12-310001492691knx:DPFMobileMember2021-06-300001492691knx:DPFMobileMember2020-12-310001492691us-gaap:OtherAffiliatesMember2021-06-300001492691us-gaap:OtherAffiliatesMember2020-12-310001492691us-gaap:OperatingSegmentsMemberknx:TruckingMember2021-01-012021-06-300001492691knx:LogisticsMemberus-gaap:OperatingSegmentsMember2021-01-012021-06-300001492691us-gaap:OperatingSegmentsMemberknx:IntermodalMember2021-01-012021-06-300001492691us-gaap:CorporateNonSegmentMember2021-01-012021-06-300001492691us-gaap:OperatingSegmentsMemberknx:TruckingMember2021-04-012021-06-300001492691us-gaap:OperatingSegmentsMemberknx:TruckingMember2020-04-012020-06-300001492691us-gaap:OperatingSegmentsMemberknx:TruckingMember2020-01-012020-06-300001492691knx:LogisticsMemberus-gaap:OperatingSegmentsMember2021-04-012021-06-300001492691knx:LogisticsMemberus-gaap:OperatingSegmentsMember2020-04-012020-06-300001492691knx:LogisticsMemberus-gaap:OperatingSegmentsMember2020-01-012020-06-300001492691us-gaap:OperatingSegmentsMemberknx:IntermodalMember2021-04-012021-06-300001492691us-gaap:OperatingSegmentsMemberknx:IntermodalMember2020-04-012020-06-300001492691us-gaap:OperatingSegmentsMemberknx:IntermodalMember2020-01-012020-06-300001492691us-gaap:OperatingSegmentsMember2021-04-012021-06-300001492691us-gaap:OperatingSegmentsMember2020-04-012020-06-300001492691us-gaap:OperatingSegmentsMember2021-01-012021-06-300001492691us-gaap:OperatingSegmentsMember2020-01-012020-06-300001492691us-gaap:CorporateNonSegmentMember2021-04-012021-06-300001492691us-gaap:CorporateNonSegmentMember2020-04-012020-06-300001492691us-gaap:CorporateNonSegmentMember2020-01-012020-06-300001492691us-gaap:IntersegmentEliminationMember2021-04-012021-06-300001492691us-gaap:IntersegmentEliminationMember2020-04-012020-06-300001492691us-gaap:IntersegmentEliminationMember2021-01-012021-06-300001492691us-gaap:IntersegmentEliminationMember2020-01-012020-06-300001492691knx:A2017TermLoanMember2021-06-300001492691knx:A2017TermLoanMember2020-12-310001492691knx:A2018RSAMember2021-06-300001492691knx:A2021RSAMember2020-12-310001492691us-gaap:FairValueMeasurementsRecurringMember2021-06-300001492691us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001492691us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001492691us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001492691us-gaap:FairValueMeasurementsRecurringMember2020-12-310001492691us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001492691us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001492691us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001492691us-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001492691us-gaap:FairValueMeasurementsRecurringMember2021-04-012021-06-300001492691us-gaap:FairValueMeasurementsRecurringMember2020-04-012020-06-300001492691us-gaap:FairValueMeasurementsRecurringMember2020-01-012020-06-300001492691us-gaap:FairValueMeasurementsRecurringMember2020-10-012020-12-310001492691us-gaap:FairValueMeasurementsNonrecurringMember2021-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:EquipmentMember2021-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EquipmentMember2021-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EquipmentMember2021-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EquipmentMember2021-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:EquipmentMember2020-01-012020-12-310001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:EquipmentMember2020-04-012020-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:EquipmentMember2020-01-012020-06-300001492691us-gaap:FairValueMeasurementsNonrecurringMember2020-12-31

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, 2021
or
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35007
_________________________________________________________________________________________________________________________________________________________
KNX-20210630_G1.JPG
___________________________________________________________________________________________________________________________________
 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.)
2002 West Wahalla Lane
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 165,975,952 shares of the registrant's common stock outstanding as of July 28, 2021.


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
4
4
5
6
8
10
11
11
14
14
15
16
16
18
18
20
21
21
22
24
28
55
55
PART II OTHER INFORMATION
56
56
57
57
57
57
58
59
2

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, as amended on October 2, 2020, consisting of the Revolver and 2017 Term Loan, which are defined below.
2017 Term Loan The Company's term loan under the 2017 Debt Agreement.
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.
2021 RSA Fifth Amendment to the Amended and Restated Receivables Sales Agreement, entered into on April 23, 2021 by Swift Receivables Company II, LLC with unrelated financial entities.
2021 Term Loan The Company's term loan entered into on July 6, 2021.
ACT
AAA Cooper Transportation, and its affiliated entity
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
Embark Embark Trucks Inc. and its related entities
ESPP Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan
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.
TRP Transportation Resource Partners
US The United States of America
UTXL
 UTXL Enterprises, Inc.
YTD Year-to-date

3

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2021 December 31, 2020
(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents $ 179,032  $ 156,699 
Cash and cash equivalents – restricted 51,637  39,328 
Restricted investments, held-to-maturity, amortized cost 8,589  9,001 
Trade receivables, net of allowance for doubtful accounts of $22,157 and $22,093, respectively
648,435  578,479 
Contract balance – revenue in transit 20,913  14,560 
Prepaid expenses 58,722  71,649 
Assets held for sale 17,599  29,756 
Income tax receivable 29,369  2,903 
Other current assets 60,581  20,988 
Total current assets 1,074,877  923,363 
Gross property and equipment 4,401,293  4,223,348 
Less: accumulated depreciation and amortization (1,389,477) (1,230,696)
Property and equipment, net 3,011,816  2,992,652 
Operating lease right-of-use-assets 91,258  113,296 
Goodwill 2,971,023  2,922,964 
Intangible assets, net 1,403,483  1,389,245 
Other long-term assets 130,002  126,482 
Total assets $ 8,682,459  $ 8,468,002 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 151,704  $ 101,001 
Accrued payroll and purchased transportation 191,906  160,888 
Accrued liabilities 87,637  88,894 
Claims accruals – current portion 169,093  174,928 
Finance lease liabilities and long-term debt – current portion 72,423  52,583 
Operating lease liabilities – current portion 32,785  47,496 
Accounts receivable securitization – current portion —  213,918 
Total current liabilities 705,548  839,708 
Revolving line of credit 55,000  210,000 
Long-term debt – less current portion 299,219  298,907 
Finance lease liabilities – less current portion 165,644  138,243 
Operating lease liabilities – less current portion 60,958  69,852 
Accounts receivable securitization – less current portion 278,372  — 
Claims accruals – less current portion 168,152  174,814 
Deferred tax liabilities 806,398  815,941 
Other long-term liabilities 45,115  48,497 
Total liabilities 2,584,406  2,595,962 
Commitments and contingencies (Notes 3, 9, and 10)
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; 165,711 and 166,553 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.
1,657  1,665 
Additional paid-in capital 4,325,915  4,301,424 
Retained earnings 1,757,689  1,566,759 
Total Knight-Swift stockholders' equity 6,085,261  5,869,848 
Noncontrolling interest 12,792  2,192 
Total stockholders’ equity 6,098,053  5,872,040 
Total liabilities and stockholders’ equity $ 8,682,459  $ 8,468,002 
See accompanying notes to condensed consolidated financial statements (unaudited).
4

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
  Quarter-to-Date June 30, Year-to-Date June 30,
  2021 2020 2021 2020
(In thousands, except per share data)
Revenue:
Revenue, excluding trucking fuel surcharge $ 1,212,872  $ 997,597  $ 2,345,977  $ 2,024,692 
Trucking fuel surcharge 102,829  63,101  192,738  160,804 
Total revenue 1,315,701  1,060,698  2,538,715  2,185,496 
Operating expenses:
Salaries, wages, and benefits 377,613  365,311  747,983  720,144 
Fuel 126,055  86,381  244,291  208,236 
Operations and maintenance 71,313  66,067  139,383  134,471 
Insurance and claims 58,776  45,302  114,419  99,582 
Operating taxes and licenses 21,717  20,883  43,765  43,052 
Communications 4,635  4,902  9,672  9,776 
Depreciation and amortization of property and equipment 123,606  114,601  243,521  224,822 
Amortization of intangibles 11,984  11,474  23,733  22,948 
Rental expense 13,399  22,372  30,263  47,747 
Purchased transportation 304,157  200,107  562,387  425,383 
Impairments —  353  —  1,255 
Miscellaneous operating expenses 11,331  20,778  25,924  43,794 
Total operating expenses 1,124,586  958,531  2,185,341  1,981,210 
Operating income 191,115  102,167  353,374  204,286 
Other income (expenses):
Interest income 270  437  564  1,269 
Interest expense (3,307) (4,021) (6,793) (10,128)
Other income, net 16,840  8,499  32,945  1,992 
Total other income (expenses), net 13,803  4,915  26,716  (6,867)
Income before income taxes 204,918  107,082  380,090  197,419 
Income tax expense 51,783  26,815  97,112  51,369 
Net income 153,135  80,267  282,978  146,050 
Net income attributable to noncontrolling interest (331) (78) (384) (435)
Net income attributable to Knight-Swift $ 152,804  $ 80,189  $ 282,594  $ 145,615 
Earnings per share:
Basic $ 0.92  $ 0.47  $ 1.70  $ 0.86 
Diluted $ 0.92  $ 0.47  $ 1.69  $ 0.85 
Dividends declared per share: $ 0.10  $ 0.08  $ 0.18  $ 0.16 
Weighted average shares outstanding:
Basic 165,577  169,948  165,751  170,283 
Diluted 166,585  170,624  166,750  170,958 
See accompanying notes to the condensed consolidated financial statements (unaudited).
5

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
  Year-to-Date June 30,
  2021 2020
(In thousands)
Cash flows from operating activities:
Net income $ 282,978  $ 146,050 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment, and intangibles 267,254  247,770 
Gain on sale of property and equipment (25,592) (4,724)
Impairments —  1,255 
Deferred income taxes (9,541) 23,112 
Non-cash lease expense 26,743  46,493 
Non-cash adjustment to fair value of convertible note (12,631) — 
Other adjustments to reconcile net income to net cash provided by operating activities 9,347  19,229 
Increase (decrease) in cash resulting from changes in:
Trade receivables (70,067) (11,440)
Income tax receivable (26,466) 11,124 
Accounts payable 28,935  8,417 
Accrued liabilities and claims accrual 6,512  (75,069)
Operating lease liabilities (28,311) (48,243)
Other assets and liabilities 10,343  19,386 
Net cash provided by operating activities 459,504  383,360 
Cash flows from investing activities:
Proceeds from maturities of held-to-maturity investments 2,850  6,950 
Purchases of held-to-maturity investments (2,555) (7,852)
Proceeds from sale of property and equipment, including assets held for sale 127,068  64,463 
Purchases of property and equipment (247,549) (259,641)
Expenditures on assets held for sale (765) (418)
Net cash, restricted cash, and equivalents invested in acquisitions (63,305) (46,811)
Investment in convertible note (25,000) — 
Other cash flows from investing activities 12,340  (9,757)
Net cash used in investing activities (196,916) (253,066)
Cash flows from financing activities:
Repayment of finance leases and long-term debt (50,428) (31,893)
Repayments on revolving lines of credit, net (155,000) (44,000)
Borrowings under accounts receivable securitization 80,000  — 
Repayment of accounts receivable securitization (15,000) (40,000)
Proceeds from common stock issued 5,302  9,892 
Repurchases of the Company's common stock (53,661) (34,630)
Dividends paid (30,332) (27,673)
Other cash flows from financing activities (8,679) (5,467)
Net cash used in financing activities (227,798) (173,771)
Net increase (decrease) in cash, restricted cash, and equivalents 34,790  (43,477)
Cash, restricted cash, and equivalents at beginning of period 197,277  202,228 
Cash, restricted cash, and equivalents at end of period $ 232,067  $ 158,751 
See accompanying notes to condensed consolidated financial statements (unaudited).
6

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued
  Year-to-Date June 30,
  2021 2020
(In thousands)
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 5,719  $ 10,455 
Income taxes 133,284  3,632 
Non-cash investing and financing activities:
Equipment acquired included in accounts payable $ 8,063  $ 27,463 
Financing provided to independent contractors for equipment sold 776  2,553 
Transfer from property and equipment to assets held for sale 51,310  37,779 
Noncontrolling interest associated with acquisition 10,281  — 
Contingent consideration associated with acquisition 5,000  18,245 
Right-of-use assets obtained in exchange for operating lease liabilities 4,146  1,633 
Right-of-use assets obtained in exchange for new operating lease liabilities through acquisitions 560  12,356 
Property and equipment obtained in exchange for new finance lease liabilities 55,370  — 
Property and equipment obtained in exchange for finance lease liabilities reclassified from operating lease liabilities 42,298  48,659 
Reconciliation of Cash, Restricted Cash, and Equivalents: June 30,
2021 		December 31,
2020 		June 30,
2020 		December 31,
2019
(In thousands)
Condensed Consolidated Balance Sheets
Cash and cash equivalents $ 179,032  $ 156,699  $ 117,760  $ 159,722 
Cash and cash equivalents – restricted 1
51,637  39,328  39,583  41,331 
Other long-term assets 1
1,398  1,250  1,408  1,175 
Condensed Consolidated Statements of Cash Flows
Cash, restricted cash, and equivalents $ 232,067  $ 197,277  $ 158,751  $ 202,228 
________
1    Reflects cash and cash equivalents that are primarily restricted for claims payments.
See accompanying notes to condensed consolidated financial statements (unaudited).
7

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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, 2020 166,553  $ 1,665  $ 4,301,424  $ 1,566,759  $ 5,869,848  $ 2,192  $ 5,872,040 
Common stock issued to employees 418  5  3,391  3,396  3,396 
Common stock issued to the Board 12  —  575  575  575 
Common stock issued under ESPP 31  —  1,331  1,331  1,331 
Company shares repurchased (1,303) (13) (53,648) (53,661) (53,661)
Shares withheld – RSU settlement (7,947) (7,947) (7,947)
Employee stock-based compensation expense 19,194  19,194  19,194 
Cash dividends paid and dividends accrued ($0.18 per share)
(30,069) (30,069) (30,069)
Net income attributable to Knight-Swift 282,594  282,594  282,594 
Investment in noncontrolling interest 10,281  10,281 
Distribution to noncontrolling interest (65) (65)
Net income attributable to noncontrolling interest 384  384 
Balances – June 30, 2021 165,711  $ 1,657  $ 4,325,915  $ 1,757,689  $ 6,085,261  $ 12,792  $ 6,098,053 

  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 ($0.16 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 
8

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
See accompanying notes to condensed consolidated financial statements (unaudited).

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, 2021 165,488  1,655  4,309,792  1,625,397  5,936,844  12,494  5,949,338 
Common stock issued to employees 198  2  1,385  1,387  1,387 
Common stock issued to the Board 12  —  575  575  575 
Common stock issued under ESPP 13  —  631  631  631 
Shares withheld – RSU settlement (3,788) (3,788) (3,788)
Employee stock-based compensation expense 13,532  13,532  13,532 
Cash dividends paid and dividends accrued ($0.10 per share)
(16,724) (16,724) (16,724)
Net income attributable to Knight-Swift 152,804  152,804  152,804 
Distribution to noncontrolling interest (33) (33)
Net income attributable to noncontrolling interest 331  331 
Balances – June 30, 2021 165,711  $ 1,657  $ 4,325,915  $ 1,757,689  $ 6,085,261  $ 12,792  $ 6,098,053 
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 
See accompanying notes to condensed consolidated financial statements (unaudited).
9

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 — Introduction and Basis of Presentation
Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Description of Business
Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the first half of 2021, the Company operated an average of 18,129 tractors (comprised of 16,225 company tractors and 1,904 independent contractor tractors) and 60,382 trailers within the Trucking segment. Additionally, the Company operated an average of 605 tractors and 10,844 containers in the Intermodal segment. As of June 30, 2021, 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 2020 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.
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
The Company continues to operate its business through the COVID-19 pandemic, including recent variants, and has taken additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates.
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.
10

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 2 — Recently Issued Accounting Pronouncements
There have been no ASUs issued since the filing date of the 2020 annual report that may have a material impact on the Company.
Note 3 — Acquisitions
AAA Cooper Transportation Acquisition
On July 5, 2021, the Company acquired 100% of Dothan, Alabama-based AAA Cooper Transportation and an affiliated entity ("ACT"). ACT is a leading less-than-truckload ("LTL") carrier that also offers dedicated contract carriage and ancillary services.
The total purchase price consideration of $1.31 billion included $1.30 billion in cash and $10.0 million in Knight-Swift shares issued to the sellers at closing. Additionally, the Company assumed $36.7 million in debt, net of cash. Cash was funded from the 2021 Term Loan, as well as existing Knight-Swift liquidity. ACT was an S corporation for tax purposes, and the transaction included an election under Internal Revenue Code Section 338(h)(10). The Stock Purchase Agreement contains customary representations, warranties, and covenants. The results of ACT will be included in our consolidated results beginning in the third quarter of 2021. The Company has not completed the initial accounting for this transaction as it is still in the preliminary stages of assessing the fair value of the underlying tangible and intangible assets.
On July 6, 2021, Knight-Swift entered into the $1.2 billion 2021 Term Loan with Bank of America, N.A. The 2021 Term Loan is incremental to, and is separate from, the 2017 Debt Agreement. The 2021 Term Loan was fully funded on July 6, 2021 and there are no scheduled principal payments prior to maturity in October 2022. The interest rate applicable to the 2021 Term Loan is subject to a leverage-based grid and equals the BSBY rate (Bloomberg Short-term Bank Yield index) plus 1.000% at closing.
The 2021 Term Loan contains similar terms to the 2017 Debt Agreement, including the financial covenants, usual and customary events of default for a facility of this nature, and certain usual and customary restrictions and covenants.
UTXL Enterprises, Inc.
On June 1, 2021, pursuant to a stock purchase agreement (the "SPA") the Company, through a wholly owned subsidiary, acquired 100.0% of the equity interests of UTXL Enterprises, Inc. (“UTXL”), a premier third-party logistics company which specializes in over-the-road full truckload and multi-stop loads.
The total purchase price consideration of $37.2 million, including cash on hand and net working capital adjustments, consisted of $32.2 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 $2.25 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 two additional annual payments of up to $2.5 million each (or $5.0 million in total), representing the maximum possible annual deferred payments to the sellers based on UTXL’s operating ratio and revenue growth targets for each of the twelve-month periods ending May 31, 2022 and May 31, 2023.
For income tax purposes, the sale of UTXL's equity interests to the Company is intended to be treated as a sale and purchase of assets. 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 UTXL 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.
11

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
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.
June 1, 2021 Opening Balance Sheet as Reported at June 30, 2021
Fair value of the consideration transferred $ 37,230 
Cash and cash equivalents 8,206 
Trade receivables and other current assets 9,451 
Property and equipment 54 
Identifiable intangible assets 1
22,121 
Total assets 39,832 
Accounts payable (14,183)
Accrued payroll and payroll-related expenses (247)
Accrued liabilities (69)
Claims accruals – current portion (418)
Total liabilities (14,917)
Goodwill $ 12,315 
1    Includes $19.2 million in customer relationships, $0.3 million in noncompete agreements, and a $2.6 million trade name.
Eleos Acquisition
On February 1, 2021, pursuant to a membership interest purchase agreement ("MIPA"), the Company, through a wholly owned subsidiary, acquired 79.44% of the issued and outstanding membership interests of Eleos Technologies, LLC ("Eleos"), a Greenville, South Carolina based software provider, specializing in mobile driving platforms, which complement the Company's suite of services. The total purchase price consideration, including cash on hand and net working capital adjustments, consisted of $41.5 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, $4.1 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and other items.
The MIPA included that both the buyer and sellers would file an election under the Internal Revenue Code Section 754 to adjust the tax basis of the Company's assets and liabilities, with respect to the buyer's purchase of the equity. The MIPA contains customary representations, warranties, covenants, and indemnification provisions for transactions of this nature.
The goodwill recognized represents expected synergies from combining the operations of Eleos 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.
12

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
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.
The following table summarizes the fair value of the consideration transferred as of the acquisition date:
February 1, 2021 Opening Balance Sheet as Reported at June 30, 2021
Fair value of the consideration transferred $ 41,518 
Cash and cash equivalents 2,237 
Trade and other receivables 545 
Prepaid expenses and other assets 47 
Operating lease right-of-use assets 560 
Identifiable intangible assets 1
15,850 
Total assets 19,239 
Accounts payable (156)
Accrued payroll and payroll-related expenses (605)
Accrued liabilities (1,391)
Operating lease liabilities – current and noncurrent portions (560)
Other long-term liabilities (475)
Total liabilities (3,187)
Noncontrolling interest (10,281)
Total stockholders' equity (10,281)
Goodwill $ 35,747 
1    Includes $8.8 million in customer relationships, $0.2 million in noncompete agreements, $3.5 million in internally-developed software, and a $3.4 million trade name.
Warehousing Co.
Information about the accounting treatment for the acquisition of Warehousing Co., including the details of the transaction, determination of the total fair value consideration, allocation of the purchase price at the end of the measurement period are included in the Company’s Quarterly Report for the quarter ended March 31, 2021.
As of June 30, 2021 and December 31, 2020, the remaining estimated contingent consideration was $16.2 million representing the fair value of the remaining annual deferred payments for the calendar year ending December 31, 2021 and the annualized six-month period ending June 30, 2022.
13

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 4 — Investments
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, 2021
Gross Unrealized
Cost or Amortized
Cost 		Gains Temporary
Losses 		Estimated Fair Value
(In thousands)
US corporate securities $ 8,589  $ —  $ (3) $ 8,586 
Restricted investments, held-to-maturity $ 8,589  $ —  $ (3) $ 8,586 
December 31, 2020
Gross Unrealized
Cost or Amortized
Cost 		Gains Temporary
Losses 		Estimated Fair Value
(In thousands)
US corporate securities $ 9,001  $ 2  $ (8) $ 8,995 
Restricted investments, held-to-maturity $ 9,001  $ 2  $ (8) $ 8,995 
As of June 30, 2021, the contractual maturities of the restricted investments, held-to-maturity, were one year or less. There were fourteen securities and sixteen securities that were in an unrealized loss position for less than twelve months as of June 30, 2021 and December 31, 2020, 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, 2021 or 2020.
Embark Convertible Note
During the second quarter of 2021, the Company invested $25.0 million in Embark in exchange for a convertible note. The convertible note accrues simple interest on the unpaid principal balance at a rate of 10.0% and is payable on demand any time after April 16, 2022, unless earlier converted into shares of Embark's common stock. The amount outstanding on the convertible note is automatically converted into a number of shares of Embark's common stock upon either the closing of a qualified financing or upon a public event, subject to discounted conversion pricing per share based on a valuation of Embark.
On June 22, 2021, Embark and Northern Genesis Acquisition Corp II ("NGA"), a publicly-traded special purpose acquisition company ("SPAC"), entered into a definitive business combination agreement that will result in Embark becoming a publicly listed company. Completion of the transaction is expected to occur in the fourth quarter of 2021 and is subject to approval of NGA stockholders and the satisfaction or waiver of certain other customary closing conditions. Based on the valuation of this public event, the Company estimated that the fair value of this investment was $37.6 million and recognized a $12.6 million gain on the convertible note during the quarter ended June 30, 2021.
Refer to Note 15 for additional information regarding fair value measurements of the Company's investments.
Note 5 — 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 $17.6 million and $29.8 million as of June 30, 2021 and December 31, 2020, respectively. Net gains on disposals, including disposals of property and equipment classified
14

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
as assets held for sale, reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income, were:
•$15.1 million and $1.7 million for the quarter-to-date periods ended June 30, 2021 and 2020, respectively. The increase in net gains on disposals was primarily due to a stronger market for used revenue equipment during the quarter-to-date period ended June 30, 2021, as compared to the same period in 2020.
•$25.6 million and $4.7 million for the year-to-date periods ended June 30, 2021 and 2020, respectively. The increase in net gains on disposals was primarily due to a stronger market for used revenue equipment during the year-to-date period ended June 30, 2021, as compared to the same period in 2020.
The Company did not recognize impairment losses related to assets held for sale during the quarters and year-to-date periods ended June 30, 2021. The Company recognized impairment losses related to assets held for sale of $0.4 million during the quarter and year-to-date periods ended June 30, 2020.
Note 6 — Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill were as follows:
(In thousands)
Goodwill, balance at December 31, 2020 $ 2,922,964 
Adjustments relating to deferred tax assets (3)
Acquisitions 1
48,062 
Goodwill, balance at June 30, 2021 $ 2,971,023 
1The goodwill associated with the Eleos and UTXL acquisitions referenced in Note 3 was allocated to the non-reportable and logistics segments, respectively, 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, 2021 or 2020.
Other Intangible Assets
Other intangible asset balances were as follows:
June 30, 2021 December 31,
2020
(In thousands)
Definite-lived intangible assets 1
Gross carrying amount
$ 929,910  $ 894,597 
Accumulated amortization (169,585) (145,852)
Definite-lived intangible assets, net 760,325  748,745 
Indefinite-lived trade names:
Gross carrying amount
643,158  640,500 
Intangible assets, net $ 1,403,483  $ 1,389,245 
1The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally-developed software, trade names, 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 17.5 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.
15

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
As of June 30, 2021, management anticipates that the composition and amount of amortization associated with intangible assets will be $24.4 million for the remainder of 2021, $48.8 million in 2022, $48.2 million for each of the years 2023 and 2024, and $48.1 million in 2025. 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.
Note 7 — Income Taxes
Effective Tax Rate — The quarter-to-date June 30, 2021 and June 30, 2020 effective tax rates were 25.3% and 25.0%, respectively. The year-to-date June 30, 2021 and June 30, 2020 effective tax rates were 25.5% and 26.0%, respectively.
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.
Unrecognized Tax Benefits — Management believes it is reasonably possible that a decrease of up to $0.7 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 $0.4 million and $0.3 million as of June 30, 2021 and December 31, 2020, respectively.
Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2013 to 2019. 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 2015 remain subject to examination.
Note 8 — Accounts Receivable Securitization
On April 23, 2021, the Company entered into the Fifth Amendment to the Amended and Restated Receivables Sales Agreement ("2021 RSA") which further amended the 2018 RSA. The 2021 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, 2021, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.
The 2021 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, 2021. 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.
16

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
The following table summarizes the key terms of the 2021 RSA and 2018 RSA (dollars in thousands):
2021 RSA 2018 RSA
Effective date April 23, 2021 July 11, 2018
Final maturity date April 23, 2024 July 9, 2021
Borrowing capacity $400,000  $325,000 
Accordion option 1
$100,000  $175,000 
Unused commitment fee rate 2
20 to 40 basis points 20 to 40 basis points
Program fees on outstanding balances 3 4
one-month LIBOR + 82.5 basis points one-month LIBOR + 80 to 100 basis points
1The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.
2The 2021 RSA and 2018 RSA commitment fees rate are based on the percentage of the maximum borrowing capacity utilized.
3Only the rate for the 2018 RSA program fee is subject to the Company's consolidated total net leverage ratio.
4As identified within the 2021 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR.
Availability under the 2021 RSA and 2018 RSA is calculated as follows:
2021 RSA 2018 RSA
June 30, 2021 December 31, 2020
(In thousands)
Borrowing base, based on eligible receivables $ 400,000  $ 302,700 
Less: outstanding borrowings 1
(279,000) (214,000)
Less: outstanding letters of credit (65,281) (67,281)
Availability under accounts receivable securitization facilities $ 55,719  $ 21,419 
1As of June 30, 2021, outstanding borrowings are included in "Accounts receivable securitization – less current portion" in the condensed consolidated balance sheets and are offset by $0.6 million of deferred loan costs. As of December 31, 2020, outstanding borrowings are included in "Accounts receivable securitization – current portion" in the condensed consolidated balance sheets and are offset by $0.1 million of deferred loan costs. Interest accrued on the aggregate principal balance at a rate of 0.9% and 1.0% as of June 30, 2021 and December 31, 2020, 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 $0.8 million and $0.7 million during the quarter-to-date June 30, 2021 and 2020 periods, respectively. The Company incurred accounts receivable securitization program fees of $1.4 million and $2.1 million during the year-to-date June 30, 2021 and 2020 periods, respectively.
Refer to Note 15 for information regarding the fair value of the 2021 RSA and 2018 RSA.
17

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 9 — Commitments
Purchase Commitments
As of June 30, 2021, the Company had outstanding commitments to purchase revenue equipment of $509.2 million in the remainder of 2021 ($317.3 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, 2021, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $36.9 million in the remainder of 2021, $4.6 million in the two-year period 2022 through 2023, $0.8 million in the two-year period 2024 through 2025, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.
As of June 30, 2021, the Company had outstanding commitments for fuel purchases of $14.5 million in the remainder of 2021, and none thereafter.
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 2021, Knight increased its commitment to invest in TRP Capital Partners V, LP by $10.0 million to $30.0 million, with $26.3 million outstanding as of June 30, 2021. There were no other material changes related to the previously disclosed TRP commitments during the quarter ended June 30, 2021.
Embark Commitment
On June 23, 2021, the Company entered into a stock subscription agreement with Embark to purchase $25.0 million of Embark's common stock, with $25.0 million outstanding as of June 30, 2021.
Note 10 — 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 $23.9 million, relating to the Company's outstanding legal proceedings as of June 30, 2021.
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.
18

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
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, 2021.
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. Two objectors 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, 2021.
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, 2021, the Company has accrued for anticipated costs associated with finalizing this matter.
1    Individually and on behalf of all others similarly situated.
Other Environmental
The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of June 30, 2021, the Company's estimate for its total legal
19

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
liability for all such clean-up and remediation costs was approximately $0.5 million in the aggregate for all current and prior year claims.
Self Insurance
Automobile Liability, General Liability, and Excess Liability — Effective November 1, 2020, the Company has $100.0 million in excess auto liability ("AL") coverage. Effective November 1, 2019, the Company had $130.0 million in excess auto liability ("AL") coverage. For prior years, Swift and Knight separately maintained 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 carried 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.
Medical — Knight maintains primary and excess coverage for employee medical expenses, with a $0.4 million SIR per claimant. 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.

Note 11 — Share Repurchase Plan
On November 30, 2020, the Company announced that the Board approved the repurchase of up to $250.0 million worth of the Company's outstanding common stock (the "2020 Knight-Swift Share Repurchase Plan"). With the adoption of the 2020 Knight-Swift Share Repurchase Plan, the Company terminated the previous share repurchase plan, which had approximately $54.1 million of authorized purchases remaining 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, 2021 Year-to-Date June 30, 2021
Board Approval Date Authorized Amount Shares Amount Shares Amount
(shares and dollars in thousands)
November 24, 2020 1
$250,000 —  $ —  1,303  $ 53,661 
Quarter-to-Date June 30, 2020 Year-to-Date June 30, 2020
May 30, 2019 $250,000 —  $ —  1,139  $ 34,630 
1$196.3 million and $250.0 million remained available under the 2020 Knight-Swift Share Repurchase Plan as of June 30, 2021 and December 31, 2020, respectively.
20

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 12 — 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,
  2021 2020 2021 2020
(In thousands)
Basic weighted average common shares outstanding 165,577  169,948  165,751  170,283 
Dilutive effect of equity awards 1,008  676  999  675 
Diluted weighted average common shares outstanding 166,585  170,624  166,750  170,958 
Anti-dilutive shares excluded from diluted earnings per share 1
31  365  47  329 
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.

Note 13 — 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,
2021 2020 2021 2020
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  $ —  $ —  $ —  $ 7,836  $ — 
SME Industries 1
—  —  28  —  —  —  28  — 
Total $ —  $ —  $ 1,048  $ —  $ —  $ —  $ 7,864  $ — 
Facility and Equipment Leases:
Central Freight Lines 1
$ —  $ —  $ 23  $ 93  $ —  $ —  $ 23  $ 185 
Other Affiliates 1
—  88  4  36  —  145  9  109 
Total $ —  $ 88  $ 27  $ 129  $ —  $ 145  $ 32  $ 294 
Other Services:
Central Freight Lines 1
$ —  $ —  $ —  $ —  $ —  $ —  $ 15  $ — 
DPF Mobile 1
—  —  —  19  —  —  —  31 
Other Affiliates 1
7  9  10  —  13  18  19  — 
Total $ 7  $ 9  $ 10  $ 19  $ 13  $ 18  $ 34  $ 31 
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.
21

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
•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 Lines 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.
During the quarter ended September 30, 2020, the ownership percentage of Jerry Moyes and related affiliates fell below the threshold requiring related party disclosure. The amounts included in this Note 13 pertain to transactions that occurred prior to the date that the ownership percentage changed.
Receivables and payables pertaining to related party transactions were:
June 30, 2021 December 31, 2020
Receivable Payable Receivable Payable
(In thousands)
Central Freight Lines $ —  $ —  $ 133  $ — 
DPF Mobile —  —  —  41 
Other Affiliates 1,792  20  2  10 
Total $ 1,792  $ 20  $ 135  $ 51 
Note 14 — 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-two 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 six 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.
22

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
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 five 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 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.
The following tables present the Company's financial information by segment:
Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
Revenue: (In thousands)
Trucking $ 985,858  $ 879,369  $ 1,948,805  $ 1,798,430 
Logistics 166,737  70,104  285,624  149,302 
Intermodal 115,378  82,820  222,444  177,551 
Subtotal $ 1,267,973  $ 1,032,293  $ 2,456,873  $ 2,125,283 
Non-reportable segments 66,795  45,289  117,464  91,531 
Intersegment eliminations (19,067) (16,884) (35,622) (31,318)
Total revenue $ 1,315,701  $ 1,060,698  $ 2,538,715  $ 2,185,496 
  Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
Operating income (loss): (In thousands)
Trucking $ 168,457  $ 107,788  $ 326,940  $ 215,122 
Logistics 14,356  3,038  21,933  6,757 
Intermodal 5,812  (4,475) 9,269  (7,212)
Subtotal $ 188,625  $ 106,351  $ 358,142  $ 214,667 
Non-reportable segments 2,490  (4,184) (4,768) (10,381)
Operating income $ 191,115  $ 102,167  $ 353,374  $ 204,286 
23

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
  Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
Depreciation and amortization of property and equipment: (In thousands)
Trucking $ 105,206  $ 97,555  $ 207,091  $ 191,103 
Logistics 289  207  497  414 
Intermodal 3,940  3,606  7,758  7,094 
Subtotal $ 109,435  $ 101,368  $ 215,346  $ 198,611 
Non-reportable segments 14,171  13,233  28,175  26,211 
Depreciation and amortization of property and equipment $ 123,606  $ 114,601  $ 243,521  $ 224,822 
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, 2021 and 2020. 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, 2021 and December 31, 2020.
Note 15 — 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, 2021 and December 31, 2020, 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 4 for additional disclosures regarding restricted investments, held-to-maturity.
Convertible Notes — The estimated fair value of the Company's convertible note is based on probability weighted discounted cash flow analysis of the corresponding pay-off/redemption.

Equity Method Investments — The estimated fair value of the Company's equity method investments are privately negotiated investments. The carrying amount of these investments approximates the fair value.
24

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
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 2017 Term Loan, fair value approximates the carrying value due to the variable interest rate. The carrying values of the 2021 RSA and 2018 RSA approximate 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 sellers is calculated using applicable models and inputs for each acquiree.
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.
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities: 
  June 30, 2021 December 31, 2020
Carrying
Value 		Estimated
Fair Value 		Carrying
Value 		Estimated
Fair Value
(In thousands)
Financial Assets:
Restricted investments, held-to-maturity 1
$ 8,589  $ 8,586  $ 9,001  $ 8,995 
Equity method investments 2
81,237  81,237  77,562  77,562 
Investments in equity securities 3
19,707  19,707  18,675  18,675 
Convertible note 4
37,631  37,631  —  — 
Financial Liabilities:
2017 Term Loan, due October 2022 5
$ 299,219  $ 300,000  $ 298,907  $ 300,000 
2018 RSA, due July 2021 6
—  —  213,918  214,000 
2021 RSA, due April 2024 7
278,372  279,000  —  — 
Revolver, due October 2022
55,000  55,000  210,000  210,000 
Contingent consideration associated with acquisitions 8
21,200  21,200  16,200  16,200 
1Refer to Note 4 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity.
2Net equity method investment balances included in "Other long-term assets" in the condensed consolidated balance sheets.
3The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets.
4The loan is carried at fair value and is included in "Other current assets" in the condensed consolidated balance sheets.
5The carrying amount of the 2017 Term Loan is included in "Finance lease liabilities and long-term debt – less current portion," on the condensed consolidated balance sheets and is net of $0.8 million and $1.1 million in deferred loan costs as of June 30, 2021 and December 31, 2020, respectively.
6The carrying amount of the 2018 RSA is included in "Accounts receivable securitization – current portion," on the condensed consolidated balance sheets and is net of $0.1 million in deferred loan costs as of December 31, 2020.
7The carrying amount of the 2021 RSA is included in "Accounts receivable securitization – less current portion," on the condensed consolidated balance sheets and is net of $0.6 million in deferred loan costs as of June 30, 2021.
25

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
8The carrying amount of the contingent consideration associated with acquisitions 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 the fair value of assets measured on a recurring basis as of June 30, 2021 and December 31, 2020:
  Fair Value Measurements at Reporting Date Using:
Estimated
Fair Value 		Level 1 Inputs Level 2 Inputs Level 3 Inputs Unrealized Gain Position
(In thousands)
As of June 30, 2021
Convertible note 1
$ 37,631  $ —  $ —  $ 37,631  $ 12,631 
Investments in equity securities 2
$ 19,707  $ 19,707  $ —  $ —  $ 8,126 
As of December 31, 2020
Investments in equity securities 3
$ 18,675  $ 18,675  $ —  $ —  $ 3,553 
1The Company recognized $12.6 million of unrealized gains on the convertible note for the quarter and year-to-date periods ended June 30, 2021, which is included within "Other income, net" within the condensed consolidated statement of comprehensive income. The fair value of the note was determined using a discounted cash flow analysis based on the probability of exit event options and exit event dates.
2Fair value activity from the investments in equity securities is recorded in "Other income, net" within the condensed consolidated statement of comprehensive income.
•During the quarter ended June 30, 2021, the Company recognized $1.5 million in net losses on these investments in equity securities, consisting of $2.3 million in unrealized losses and $0.8 million in realized gains.
•During the year-to-date period ended June 30, 2021, the Company recognized $8.9 million in gains on these investments in equity securities, consisting of $4.6 million in unrealized gains and $4.3 million in realized gains.
3Fair value activity from the investments in equity securities is recorded in "Other income, net" within the condensed consolidated statement of comprehensive income.
•During the quarter ended June 30, 2020, the Company recognized $7.6 million in unrealized gains on these investments in equity securities.
•During the year-to-date period ended June 30, 2020, the Company recognized $2.5 million in unrealized gains on these investments in equity securities.
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, 2021 and December 31, 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, 2021
Contingent consideration associated with acquisitions 1
$ 21,200  $ —  $ —  $ 21,200  $ — 
As of December 31, 2020
Contingent consideration associated with acquisition 2
$ 16,200  $ —  $ —  $ 16,200  $ (6,730)
1The Company did not recognize any gains (losses) during the quarter or year-to-date periods ended June 30, 2021 related to the revaluation of these liabilities. Refer to Note 3 for information regarding the components of these liabilities.
26

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
2During the fourth quarter of 2020, the Company increased the estimated fair value of the remaining contingent consideration representing the final two annual payments, resulting in a $6.7 million fair value adjustment of the deferred earnout, which was recorded in “Miscellaneous operating expenses” in the consolidated statement of comprehensive income. The Company did not recognize any losses during the quarter and year-to-date periods ended June 30, 2020.
Nonrecurring Fair Value Measurements (Assets) — As of June 30, 2021, the Company had no major categories of assets estimated at fair value that were measured on a nonrecurring basis.
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 December 31, 2020:
  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 December 31, 2020
Equipment 1
5,851  —  5,851  —  (5,335)
1    Reflects the non-cash impairment of certain alternative fuel technology (within the non-reportable segments) and certain revenue equipment held for sale (within the Trucking segment). The Company recognized $0.4 million and $1.3 million of impairments during the quarter and year-to-date periods ended June 30, 2020.
Nonrecurring Fair Value Measurements (Liabilities) — As of June 30, 2021 and December 31, 2020, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.
27

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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 and the anticipated risks regarding our acquisition of ACT,
•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,
28
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


•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," "potential," "objective," "mission," "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 II, Item 1A "Risk Factors" of this Quarterly Report, Part I, Item 1A "Risk Factors" in our 2020 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.
All such forward-looking statements speak only as of the date of this Quarterly Report.  You are cautioned not to place undue reliance on such forward-looking statements.  We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any change in the events, conditions, or circumstances on which any such statement is based.
Reference to Glossary of Terms
Certain acronyms and terms used throughout this Quarterly Report are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Reference to Annual Report
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements (unaudited) and footnotes included in this Quarterly Report, as well as the consolidated financial statements and footnotes included in our 2020 Annual Report.
29
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Executive Summary
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 14 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.
ACT Acquisition — On July 5, 2021, we acquired 100% of ACT. ACT is a leading less-than-truckload ("LTL") carrier that also offers dedicated contract carriage and ancillary services. Further details regarding this acquisition are included in Note 3 in Part I, Item 1 of this Quarterly Report.
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.
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.
30
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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 2020 Annual Report, supplemented in Part II, Item 1A "Risk Factors" of this Quarterly Report, 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,
  2021 2020 2021 2020
GAAP financial data: (Dollars in thousands, except per share data)
Total revenue $ 1,315,701  $ 1,060,698  $ 2,538,715  $ 2,185,496 
Revenue, excluding trucking fuel surcharge $ 1,212,872  $ 997,597  $ 2,345,977  $ 2,024,692 
Net income attributable to Knight-Swift $ 152,804  $ 80,189  $ 282,594  $ 145,615 
Earnings per diluted share $ 0.92  $ 0.47  $ 1.69  $ 0.85 
Operating ratio 85.5  % 90.4  % 86.1  % 90.7  %
Non-GAAP financial data:
Adjusted Net Income Attributable to Knight-Swift 1
$ 162,998  $ 96,498  $ 302,431  $ 172,703 
Adjusted EPS 1
$ 0.98  $ 0.57  $ 1.81  $ 1.01 
Adjusted Operating Ratio 1
83.1  % 87.6  % 83.8  % 88.1  %
Revenue equipment:
Average tractors (Trucking segment only) 2
18,034  18,393  18,129  18,428 
Average trailers 3
60,858  57,269  60,382  57,456 
Average containers 10,842  10,853  10,844  10,355 
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 2.4 years and 2.1 years as of June 30, 2021 and 2020, respectively.
3    The average age of our trailer fleet was 8.3 years and 7.6 years as of June 30, 2021 and 2020, respectively.
31
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Market Trends and Company Performance
Trends and Outlook — Our consolidated revenue, excluding trucking fuel surcharge, grew by 15.9% during the first half of 2021, reflecting meaningful growth across all reportable segments. We generated consolidated Adjusted Net Income Attributable to Knight-Swift of $302.4 million, which represents a 75.1% increase from $172.7 million during the first half of 2020. Revenue per tractor was up 9.0% despite lower fleet utilization as a result of the difficult driver sourcing environment. Our Trucking segment increased revenue, excluding fuel surcharge and intersegment transactions, by 7.2%, resulting in a 470 basis point improvement in the Adjusted Operating Ratio to 81.3% in the first half of 2021 from 86.0% in the first half of 2020. Our Logistics segment increased revenue, excluding intersegment transactions by 93.2%. Our Intermodal segment grew revenue 25.3% and improved its Adjusted Operating Ratio by 820 basis points to 95.8% in the first half of 2021, compared to the same period last year. We anticipate ongoing improvement within the Intermodal segment in the coming quarters.
The national unemployment rate was 5.9%1 as of June 30, 2021. The US gross domestic product, which is the broadest measure of goods and services produced across the economy, increased by 6.5%2 and 1.6%2 on a year-over-year and sequential basis, per preliminary third-party forecasts. Third-party forecasts are predicting a continued economic rebound in the second half of 2021, but perhaps at a slower pace. The first half 2021 US employment cost index rose 2.9%1 and 0.7%1 on a year-over-year and sequential basis, respectively.
From a freight market perspective, we are encouraged by the continued strength in freight demand; however, demand may be difficult to predict for the rest of 2021. The 2021 market outlook includes the following:
•we expect the unprecedented demand for over-the-road truckload capacity to continue throughout 2022,
•capacity expansion continues to be limited as new tractor builds are constrained by parts availability, and
•sourcing and retaining drivers will remain challenging and lead to additional driver wage inflation.
The above factors should continue to support a favorable rate environment.
In addition to the above market factors, demand for power-only opportunities continues.
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 enter into operating leases, for a majority of our revenue equipment in 2021. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2021. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of fuel surcharge revenue may increase in the future.
We expect that our acquisition of ACT will have a significant impact on future financial results, including an overall increase to operating revenues and expenses. However, we are still in the preliminary stages of this transaction and the assessment of the impact on our operations, policies or financial results.
We continue to manage our leverage ratio relative to 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
32
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, 2021 and 2020 — The $72.6 million increase in net income attributable to Knight-Swift to $152.8 million during the second quarter of 2021 from $80.2 million during the same period last year includes the following:
•Contributor — $60.7 million increase in operating income within our Trucking segment. Average revenue per tractor increased by 10.3%, driven by a 18.8% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions.
•Contributor — $11.3 million increase in operating income within our Logistics segment. Revenue, excluding intersegment transactions, increased by 141.8% within our Logistics segment, as brokerage load volumes grew by 55.3% and brokerage revenue per load increased by 55.8% (including the results of UTXL beginning June 1, 2021).
•Contributor — $10.3 million improvement in operating income (loss) within our Intermodal segment. Revenue per load increased 16.3 % and load counts increased 19.9%.
•Contributor — $8.3 million improvement in "Other income (expenses), net," primarily related to unrealized gains recognized from our investment in Embark, partially offset by a reduction in unrealized gains recognized for other investments within our portfolio.
•Offset — $25.0 million increase in consolidated income tax expense, primarily due to an increase in income before income taxes resulting in an effective tax rate of 25.3% for the second quarter of 2021 and 25.0% for the second quarter of 2020.
Comparison Between the Year-to-Date June 30, 2021 and 2020 — The $137.0 million increase in net income attributable to Knight-Swift to $282.6 million during the first half of 2021 from $145.6 million during the same period last year includes the following:
•Contributor — $111.8 million increase in operating income within our Trucking segment. Average revenue per tractor increased by 9.0%, driven by a 17.5% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions.
•Contributor — $15.2 million improvement in operating income within our Logistics segment. Revenue, excluding intersegment transactions, increased by 93.2% within our Logistics segment, as brokerage load volumes grew by 28.4% and brokerage revenue per load increased by 50.4%
•Contributor — $16.5 million improvement in operating income (loss) within our Intermodal segment. Revenue per load increased 13.1% and load counts increased 10.8%.
•Contributor — $31.0 million improvement in "Other income (expenses), net," primarily due to the Embark gain discussed above and an increase in unrealized gains recognized for other investments within our portfolio.
•Offset — $45.7 million increase in consolidated income tax expense, primarily due to an increase in income before income taxes resulting in an effective tax rate of 25.5% for the first half of 2021 and 26.0% for 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 year-to-date June 30, 2021, we generated $459.5 million in operating cash flows, reduced our operating lease liabilities by $28.3 million, used $120.5 million for capital expenditures (net of disposal proceeds), spent $63.3 million on acquisitions, and returned $53.7 million in share repurchases and $30.3 million in dividends to our stockholders.
We ended the quarter with $179.0 million in unrestricted cash and cash equivalents, $55.0 million outstanding on the Revolver, $300.0 million face value outstanding on the 2017 Term Loan, and $6.1 billion of stockholders' equity.
33
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


We continue to manage our leverage ratio relative to 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.
See discussion under "Liquidity and Capital Resources" for additional information.
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 14 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,
2021 2020 2021 2020
Revenue: (In thousands)
Trucking $ 985,858  $ 879,369  $ 1,948,805  $ 1,798,430 
Logistics 166,737  70,104  285,624  149,302 
Intermodal 115,378  82,820  222,444  177,551 
Subtotal $ 1,267,973  $ 1,032,293  $ 2,456,873  $ 2,125,283 
Non-reportable segments 66,795  45,289  117,464  91,531 
Intersegment eliminations (19,067) (16,884) (35,622) (31,318)
Total revenue $ 1,315,701  $ 1,060,698  $ 2,538,715  $ 2,185,496 
Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
Operating income (loss): (In thousands)
Trucking $ 168,457  $ 107,788  $ 326,940  $ 215,122 
Logistics 14,356  3,038  21,933  6,757 
Intermodal 5,812  (4,475) 9,269  (7,212)
Subtotal $ 188,625  $ 106,351  $ 358,142  $ 214,667 
Non-reportable segments 2,490  (4,184) (4,768) (10,381)
Operating income $ 191,115  $ 102,167  $ 353,374  $ 204,286 
34
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 Logistics gross margin (revenue, excluding intersegment transactions, less purchased transportation expense, excluding intersegment transactions) as a percentage of logistics revenue, excluding intersegment transactions
Average Containers Intermodal Average containers in operation during the period
GAAP Operating Ratio 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.
35
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 with 12,967 irregular route tractors and 5,067 dedicated route tractors in use during the quarter-to-date period ended June 30, 2021. 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 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands, except per tractor data) Increase (Decrease)
Total revenue $ 985,858  $ 879,369  $ 1,948,805  $ 1,798,430  12.1   % 8.4   %
Revenue, excluding fuel surcharge and intersegment transactions $ 882,560  $ 816,033  $ 1,755,374  $ 1,637,117  8.2   % 7.2   %
GAAP: Operating income $ 168,457  $ 107,788  $ 326,940  $ 215,122  56.3   % 52.0   %
Non-GAAP: Adjusted Operating Income 1
$ 168,781  $ 118,166  $ 327,588  $ 228,971  42.8   % 43.1   %
Average revenue per tractor 2
$ 48,939  $ 44,366  $ 96,827  $ 88,839  10.3   % 9.0   %
GAAP: Operating ratio 2
82.9  % 87.7  % 83.2  % 88.0  % (480   bps) (480   bps)
Non-GAAP: Adjusted Operating Ratio 1 2
80.9  % 85.5  % 81.3  % 86.0  % (460   bps) (470   bps)
Non-paid empty miles percentage 2
13.0  % 13.8  % 12.9  % 13.3  % (80   bps) (40   bps)
Average length of haul (miles) 2
408  420  410  424  (2.9   %) (3.3   %)
Total miles per tractor 2
20,913  22,741  41,841  45,307  (8.0   %) (7.7   %)
Average tractors 2 3
18,034  18,393  18,129  18,428  (2.0   %) (1.6   %)
Average trailers 2
60,858  57,269  60,382  57,456  6.3   % 5.1   %
1    Refer to "Non-GAAP Financial Measures" below.
2    Defined under "Operating Statistics," above.
3    Includes 16,144 and 16,315 average company-owned tractors for the second quarter of 2021 and 2020, respectively.
Includes 16,225 and 16,327 average company-owned tractors for the year-to-date June 30, 2021 and 2020, respectively.
36
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, 2021 and 2020 — Operating income grew by 56.3% within the Trucking segment, overcoming inflationary pressures related to sourcing and retaining drivers. Revenue, excluding fuel surcharge and intersegment transactions, grew by 8.2%. Average revenue per tractor increased by 10.3%, driven by an 18.8% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions. Consumer demand remained strong, while capacity remained constrained across our industry, which is driving up sourcing costs and corresponding rates. Our year-over-year rate improvement was partially offset by driver-related sourcing expenses, as well as an 8.0% decline in miles per tractor due to an increase in unseated tractors. On a sequential basis, miles per tractor remained relatively flat.
Comparison Between Year-to-Date June 30, 2021 and 2020 — Operating income grew by 52.0% within the Trucking segment. Revenue, excluding fuel surcharge and intersegment transactions, grew by 7.2%. Average revenue per tractor increased by 9.0%, driven by a 17.5% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions. Our year-over-year rate improvement was partially offset by an increase in driver-related sourcing and other expenses during the first half of 2021, as well as a 7.7% decline in miles per tractor due to inclement weather and an increase in unseated tractors.
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 generated by its brokerage operations. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, trailing equipment, origin management, surge volume, disaster relief, special projects, and other 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 purchased transportation that we pay to third-party capacity providers, which is primarily a variable cost and is included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Variability in this expense depends on truckload capacity, availability of third-party capacity providers, rates charged to customers, current freight demand, and customer shipping needs. Fixed Logistics operating expenses primarily include non-driver employee compensation and benefits recorded in "Salaries, wages, and benefits" and depreciation and amortization expense recorded in "Depreciation and amortization of property and equipment" in the condensed consolidated statements of comprehensive income.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands, except per load data) Increase (Decrease)
Total revenue $ 166,737  $ 70,104  $ 285,624  $ 149,302  137.8   % 91.3   %
Revenue, excluding intersegment transactions $ 162,167  $ 67,066  $ 277,889  $ 143,823  141.8   % 93.2   %
GAAP: Operating income $ 14,356  $ 3,038  $ 21,933  $ 6,757  372.5   % 224.6   %
Non-GAAP: Adjusted Operating Income 1
$ 14,453  $ 3,038  $ 22,030  $ 6,757  375.7   % 226.0   %
Revenue per load 2
$ 2,193  $ 1,408  $ 2,094  $ 1,392  55.8   % 50.4   %
Gross margin percentage 2
15.7  % 15.7  % 15.2  % 15.1  % —   bps 10   bps
GAAP: Operating ratio 2
91.4  % 95.7  % 92.3  % 95.5  % (430   bps) (320   bps)
Non-GAAP: Adjusted Operating Ratio 1 2
91.1  % 95.5  % 92.1  % 95.3  % (440   bps) (320   bps)
1    Refer to "Non-GAAP Financial Measures" below.
2    Defined under "Operating Statistics," above.

37
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, 2021 and 2020 — Revenue, excluding intersegment transactions, increased by 141.8% within our Logistics segment, as brokerage load volumes grew by 55.3% and brokerage revenue per load increased by 55.8% (including the results of UTXL beginning June 1, 2021). Excluding the results of UTXL, brokerage load volumes grew by 49.6% and revenue per load increased by 47.5%. Logistics gross margin was 15.7% in the second quarters of 2021 and 2020, while Adjusted Operating Ratio improved by 440 basis points to 91.1% for the second quarter of 2021, from 95.5% for the second quarter of 2020.
Within our power-only service offering, revenue grew 410.5%, as a result of a 141.5% increase in load volumes. Power-only represented 26.9% of brokerage revenue and over 25% of our total second quarter 2021 brokerage load volumes. During 2020, we introduced our Select platform, which digitally matches shippers with available capacity across our brands through frictionless transactions. During the second quarter of 2021, more than 4,500 carriers were digitally matched with loads through our Select platform, achieving an 18.2% sequential increase in Select platform load volumes.
Comparison Between Year-to-Date June 30, 2021 and 2020 — Revenue, excluding intersegment transactions, increased by 93.2% within our Logistics segment, as brokerage load volumes grew by 28.4% and revenue per load increased by 50.4%. Logistics gross margin was 15.2% in the first half of 2021 and 15.1% in the first half of 2020. Adjusted Operating Ratio improved by 320 basis points to 92.1% in the first half of 2021, compared to 95.3% in the first half of 2020. Within our power-only service offering, load volumes grew 284.5%, representing 24.5% of brokerage revenue and over 25.0% of our brokerage load volumes in the first half of 2021.
38
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands, except per load data) Increase (Decrease)
Total revenue $ 115,378  $ 82,820  $ 222,444  $ 177,551  39.3   % 25.3   %
Revenue, excluding intersegment transactions $ 115,294  $ 82,699  $ 222,265  $ 177,321  39.4   % 25.3   %
GAAP: Operating income (loss) $ 5,812  $ (4,475) $ 9,269  $ (7,212) (229.9   %) 228.5   %
Non-GAAP: Adjusted Operating Income (Loss) 1
$ 5,812  $ (4,410) $ 9,269  $ (7,099) (231.8   %) 230.6   %
Average revenue per load 2
$ 2,616  $ 2,249  $ 2,583  $ 2,283  16.3   % 13.1   %
GAAP: Operating ratio 2
95.0  % 105.4  % 95.8  % 104.1  % (1,040   bps) (830   bps)
Non-GAAP: Adjusted Operating Ratio 1 2
95.0  % 105.3  % 95.8  % 104.0  % (1,030   bps) (820   bps)
Load count 44,073  36,769  86,041  77,658  19.9   % 10.8   %
Average tractors 2 3
611  571  605  586  7.0   % 3.2   %
Average containers 2
10,842  10,853  10,844  10,355  (0.1   %) 4.7   %
1    Refer to "Non-GAAP Financial Measures" below.
2    Defined under "Operating Statistics," above.
3    Includes 555 and 510 company-owned tractors for the second quarter of 2021 and 2020, respectively.
Includes 549 and 523 company-owned tractors for the year-to-date June 30, 2021 and 2020, respectively.
Comparison Between the Quarters Ended June 30, 2021 and 2020 — Intermodal revenue, excluding intersegment transactions increased 39.4% year-over-year, as load counts increased 19.9% and revenue per load increased 16.3%. The Adjusted Operating Ratio improved to 95.0% in the second quarter of 2021, from 105.3% in the second quarter of 2020. Intermodal is exhibiting solid momentum, and we expect operational improvements in cost structure and network design in the coming quarters to lead to continued improvement.
Comparison Between Year-to-Date June 30, 2021 and 2020 — Intermodal revenue, excluding intersegment transactions increased 25.3%, as load counts increased 10.8% and revenue per load increased 13.1%. Adjusted Operating Ratio within the Intermodal segment improved to 95.8%, compared to 104.0% during the first half of 2020, despite weather and service disruptions in the beginning of the year.

39
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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 $11.6 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 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Total revenue $ 66,795  $ 45,289  $ 117,464  $ 91,531  47.5   % 28.3   %
Operating income (loss) $ 2,490  $ (4,184) $ (4,768) $ (10,381) 159.5   % 54.1   %
Quarter-to-date and year-to-date revenue growth and improved profitability within the non-reportable segments is related to revenue and margin improvement in our warehousing activities, expanded services to third-party carriers, and increased demand for our equipment leasing services. This was partially offset by an increase in legal accruals.

40
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Results of Operations — Consolidated Operating and Other Expenses
Consolidated Operating Expenses
The following tables present certain operating expenses from our condensed consolidated statements of comprehensive income, including each operating expense as a percentage of total revenue and as a percentage of revenue, excluding 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 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Salaries, wages, and benefits $ 377,613  $ 365,311  $ 747,983  $ 720,144  3.4   % 3.9   %
% of total revenue 28.7  % 34.4  % 29.5  % 33.0  % (570   bps) (350   bps)
% of revenue, excluding fuel surcharge 31.1  % 36.6  % 31.9  % 35.6  % (550   bps) (370   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 our biggest headwind, although we continue to seek ways to attract and retain qualified driving associates, including heavily investing in our recruiting efforts, our driving academies, technology, and terminals that improve the experience of driving associates. We expect driving associate pay to remain inflationary, which we expect will result in additional driving associate pay increases in the future, thereby increasing our salaries, wages, and benefits expense.
Consolidated salaries, wages, and benefits increased by $12.3 million for the second quarter of 2021 and by $27.8 million for the first half of 2021, as compared to the same periods last year. The increases pertained to driving associate pay rates and an non-driver salaries and wages. These were partially offset by a decrease in miles driven by company driving associates and lower medical insurance costs.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Fuel $ 126,055  $ 86,381  $ 244,291  $ 208,236  45.9   % 17.3   %
% of total revenue 9.6  % 8.1  % 9.6  % 9.5  % 150   bps 10   bps
% of revenue, excluding trucking fuel surcharge 10.4  % 8.7  % 10.4  % 10.3  % 170   bps 10   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
41
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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.
The $39.7 million and $36.1 million increases in consolidated fuel expense for the second quarter and first half of 2021, respectively, are attributable to higher average DOE fuel prices when compared to the same periods last year. Average DOE fuel prices were $3.21 per gallon for the second quarter of 2021 and $2.44 per gallon for the second quarter of 2020. Average DOE fuel prices were $3.06 per gallon for year-to-date June 30, 2021 and $2.67 per gallon for year-to-date June 30, 2020.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Operations and maintenance $ 71,313  $ 66,067  $ 139,383  $ 134,471  7.9   % 3.7   %
% of total revenue 5.4  % 6.2  % 5.5  % 6.2  % (80   bps) (70   bps)
% of revenue, excluding trucking fuel surcharge 5.9  % 6.6  % 5.9  % 6.6  % (70   bps) (70   bps)
Operations and maintenance expense consists of direct operating expenses, such as driving associate hiring and recruiting expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are primarily affected by the age of our company-owned fleet of tractors and trailers and the miles driven. We expect the driver market to remain competitive throughout 2021, 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 and trailer fleet in the coming quarters to maintain or improve the average age of our equipment.
The increases of $5.2 million for the second quarter of 2021 and $4.9 million for the first half of 2021, as compared to the same periods last year, were attributed to higher driving associate hiring expenses and increased chassis expense. This was partially offset by a decrease in miles driven by company driving associates.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Insurance and claims $ 58,776  $ 45,302  $ 114,419  $ 99,582  29.7   % 14.9   %
% of total revenue 4.5  % 4.3  % 4.5  % 4.6  % 20   bps (10   bps)
% of revenue, excluding trucking fuel surcharge 4.8  % 4.5  % 4.9  % 4.9  % 30   bps —   bps
42
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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 or reduce excess coverage limits when our policies are renewed or replaced. Insurance and claims expense also varies based on the number of miles driven by company driving associates and independent contractors, the frequency and severity of accidents, trends in development factors used in actuarial accruals, and developments in large, prior-year claims. In future periods, our higher self-insured retention limits or lower excess coverage limits may cause increased volatility in our consolidated insurance and claims expense.
Consolidated insurance and claims expense increased by $13.5 million for the second quarter of 2021 and by $14.8 million for the first half of 2021, as compared to the same periods last year. These increases were primarily due to negative development within certain prior year losses and costs incurred through our third-party carrier insurance program.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Operating taxes and licenses $ 21,717  $ 20,883  $ 43,765  $ 43,052  4.0   % 1.7   %
% of total revenue 1.7  % 2.0  % 1.7  % 2.0  % (30   bps) (30   bps)
% of revenue, excluding trucking fuel surcharge 1.8  % 2.1  % 1.9  % 2.1  % (30   bps) (20   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.
The increases of $0.8 million for the second quarter of 2021 and $0.7 million for the first half of 2021, as compared to the same periods last year, were primarily due to higher overall toll expenses. These increases were partially offset by a decrease in total miles driven by our company driving associates.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Communications $ 4,635  $ 4,902  $ 9,672  $ 9,776  (5.4   %) (1.1   %)
% of total revenue 0.4  % 0.5  % 0.4  % 0.4  % (10   bps) —   bps
% of revenue, excluding trucking fuel surcharge 0.4  % 0.5  % 0.4  % 0.5  % (10   bps) (10   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 relatively flat as a percentage of revenue, excluding trucking fuel surcharge for the second quarter of 2021 and the first half of 2021, as compared to the same periods last year.
43
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Depreciation and amortization of property and equipment $ 123,606  $ 114,601  $ 243,521  $ 224,822  7.9   % 8.3   %
% of total revenue 9.4  % 10.8  % 9.6  % 10.3  % (140   bps) (70   bps)
% of revenue, excluding trucking fuel surcharge 10.2  % 11.5  % 10.4  % 11.1  % (130   bps) (70   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 $9.0 million for the second quarter of 2021 and increased by $18.7 million for the first half of 2021, as compared to the same periods last year. These increases were primarily related to an 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 2021.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Amortization of intangibles $ 11,984  $ 11,474  $ 23,733  $ 22,948  4.4   % 3.4   %
% of total revenue 0.9  % 1.1  % 0.9  % 1.1  % (20   bps) (20   bps)
% of revenue, excluding trucking fuel surcharge 1.0  % 1.2  % 1.0  % 1.1  % (20   bps) (10   bps)
Amortization of intangibles relates to intangible assets identified with the 2017 Merger and other acquisitions. See Note 6 in Part I, Item 1, of this Quarterly Report for further details regarding the Company's intangible assets. The increases of $0.5 million and $0.8 million for the second quarter and first half of 2021, as compared to the same periods last year, were attributed to the Eleos and UTXL acquisitions. See Note 3 in Part I, Item 1, of this Quarterly Report for more details regarding details of our acquisitions.
44
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Rental expense $ 13,399  $ 22,372  $ 30,263  $ 47,747  (40.1   %) (36.6   %)
% of total revenue 1.0  % 2.1  % 1.2  % 2.2  % (110   bps) (100   bps)
% of revenue, excluding trucking fuel surcharge 1.1  % 2.2  % 1.3  % 2.4  % (110   bps) (110   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 $9.0 million for the second quarter of 2021 and decreased by $17.5 million for the first half of 2021, as compared to the same periods last year. This was primarily due to an increase in our 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 2021.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Purchased transportation $ 304,157  $ 200,107  $ 562,387  $ 425,383  52.0   % 32.2   %
% of total revenue 23.1  % 18.9  % 22.2  % 19.5  % 420   bps 270   bps
% of revenue, excluding trucking fuel surcharge 25.1  % 20.1  % 24.0  % 21.0  % 500   bps 300   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 faster than our trucking business. The increase could be partially offset if independent contractors exit the market due to regulatory changes.
Consolidated purchased transportation expense increased by $104.1 million for the second quarter of 2021 and increased by $137.0 million for the first half of 2021, as compared to the same periods last year. These increases were primarily due to payments made to third-party carriers, partially offset by a decrease in miles driven by independent contractors of 8.3% for the second quarter of 2021 and 10.7% the first half of 2021, as compared to the same periods last year.
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Impairments $ —  $ 353  $ —  $ 1,255  (100.0   %) (100.0   %)
In 2020, we incurred impairment charges associated with revenue equipment held for sale and trailer tracking systems (within our Trucking and non-reportable segments).
45
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Miscellaneous operating expenses $ 11,331  $ 20,778  $ 25,924  $ 43,794  (45.5   %) (40.8   %)
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, 2021 and 2020 — The decrease in net consolidated miscellaneous operating expenses was primarily due to a $13.4 million increase in gain on sales of equipment.
•Comparison Between Year-to-Date June 30, 2021 and 2020 — The decrease in net consolidated miscellaneous operating expenses was primarily due to a $20.9 million increase in gain on sales of equipment.
Consolidated Other Expenses, net
Quarter-to-Date June 30, Year-to-Date June 30,
QTD 2021 vs.
YTD 2021 vs.
2021 2020 2021 2020
QTD 2020
YTD 2020
(Dollars in thousands) Increase (Decrease)
Interest expense $ 3,307  $ 4,021  $ 6,793  $ 10,128  (17.8  %) (32.9  %)
Other (income), net (16,840) (8,499) (32,945) (1,992) 98.1  % 1,553.9  %
Income tax expense 51,783  26,815  97,112  51,369  93.1  % 89.0  %
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. We expect interest expense to increase during the second half of 2021 due to the inclusion of the 2021 Term Loan which was entered into subsequent to June 30, 2021.
Other (income), net — Other (income), net is primarily comprised of (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, 2021 and 2020 — The $8.3 million favorable change between the second quarter of 2021 and the second quarter of 2020 is primarily driven by unrealized gains recognized from our investment in Embark, partially offset by a reduction in unrealized gains recognized for other investments within our portfolio.
•Comparison Between Year-to-Date June 30, 2021 and 2020 — The $31.0 million favorable change between the first half of 2021 and the first half of 2020 is primarily due to the Embark gain discussed above and an increase in unrealized gains recognized for other investments within our portfolio.
Income tax expense — In addition to the discussion below, Note 7 in Part I, Item 1 of this Quarterly Report provides further analysis related to income taxes.
•Comparison Between the Quarters Ended June 30, 2021 and 2020 — The $25.0 million increase in consolidated income tax expense was primarily due to an increase in income before income taxes resulting in an effective tax rate of 25.3% for the second quarter of 2021 and 25.0% for the second quarter of 2020.
•Comparison Between Year-to-Date June 30, 2021 and 2020 — The $45.7 million increase in consolidated income tax expense was primarily due to an increase in income before income taxes resulting in an effective tax rate of 25.5% for the first half of 2021 and 26.0% for the first half of 2020.

46
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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,
2021 2020 2021 2020
(In thousands)
GAAP: Net income attributable to Knight-Swift $ 152,804  $ 80,189  $ 282,594  $ 145,615 
Adjusted for:
Income tax expense attributable to Knight-Swift 51,783  26,815  97,112  51,369 
Income before income taxes attributable to Knight-Swift 204,587  107,004  379,706  196,984 
Amortization of intangibles 1
11,984  11,474  23,733  22,948 
Impairments 2
—  353  —  1,255 
Legal accruals 3
879  —  2,121  — 
COVID-19 incremental costs 4
—  9,966  —  12,259 
Transaction fees 5
659  —  659  — 
Adjusted income before income taxes 218,109  128,797  406,219  233,446 
Provision for income tax expense at effective rate (55,111) (32,299) (103,788) (60,743)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 162,998  $ 96,498  $ 302,431  $ 172,703 
47
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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,
2021 2020 2021 2020
GAAP: Earnings per diluted share $ 0.92  $ 0.47  $ 1.69  $ 0.85 
Adjusted for:
Income tax expense attributable to Knight-Swift 0.31  0.16  0.58  0.30 
Income before income taxes attributable to Knight-Swift 1.23  0.63  2.28  1.15 
Amortization of intangibles 1
0.07  0.07  0.14  0.13 
Impairments 2
—  —  —  0.01 
Legal accruals 3
0.01  —  0.01  — 
COVID-19 incremental costs 4
—  0.06  —  0.07 
Transaction fees 5
—  —  —  — 
Adjusted income before income taxes 1.31  0.75  2.44  1.37 
Provision for income tax expense at effective rate (0.33) (0.19) (0.62) (0.36)
Non-GAAP: Adjusted EPS $ 0.98  $ 0.57  $ 1.81  $ 1.01 
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 3 in Part I, Item 1 of this Quarterly Report for additional details regarding our 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.
3    "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect costs related to certain class action lawsuits arising from employee and contract related matters.
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 driving associates 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.
5    "Transaction fees" represent certain acquisition related expenses associated with the UTXL and ACT acquisitions, consisting of legal and professional fees and are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
48
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Non-GAAP Reconciliation: Consolidated Adjusted Operating Income and Adjusted Operating Ratio
Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
GAAP Presentation (Dollars in thousands)
Total revenue $ 1,315,701  $ 1,060,698  $ 2,538,715  $ 2,185,496 
Total operating expenses (1,124,586) (958,531) (2,185,341) (1,981,210)
Operating income $ 191,115  $ 102,167  $ 353,374  $ 204,286 
Operating ratio 85.5  % 90.4  % 86.1  % 90.7  %
Non-GAAP Presentation
Total revenue $ 1,315,701  $ 1,060,698  $ 2,538,715  $ 2,185,496 
Trucking fuel surcharge (102,829) (63,101) (192,738) (160,804)
Revenue, excluding trucking fuel surcharge 1,212,872  997,597  2,345,977  2,024,692 
Total operating expenses 1,124,586  958,531  2,185,341  1,981,210 
Adjusted for:
Trucking fuel surcharge (102,829) (63,101) (192,738) (160,804)
Amortization of intangibles 1
(11,984) (11,474) (23,733) (22,948)
Impairments 2
—  (353) —  (1,255)
Legal accruals 3
(879) —  (2,121) — 
COVID-19 incremental costs 4
—  (9,966) —  (12,259)
Transaction fees 5
(659) —  (659) — 
Adjusted Operating Expenses 1,008,235  873,637  1,966,090  1,783,944 
Adjusted Operating Income $ 204,637  $ 123,960  $ 379,887  $ 240,748 
Adjusted Operating Ratio 83.1  % 87.6  % 83.8  % 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.
5    See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 5.

49
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Income and Adjusted Operating Ratio
Trucking Segment
Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
GAAP Presentation (Dollars in thousands)
Total revenue $ 985,858  $ 879,369  $ 1,948,805  $ 1,798,430 
Total operating expenses (817,401) (771,581) (1,621,865) (1,583,308)
Operating income $ 168,457  $ 107,788  $ 326,940  $ 215,122 
Operating ratio 82.9  % 87.7  % 83.2  % 88.0  %
Non-GAAP Presentation
Total revenue $ 985,858  $ 879,369  $ 1,948,805  $ 1,798,430 
Fuel surcharge (102,829) (63,101) (192,738) (160,804)
Intersegment transactions (469) (235) (693) (509)
Revenue, excluding fuel surcharge and intersegment transactions 882,560  816,033  1,755,374  1,637,117 
Total operating expenses 817,401  771,581  1,621,865  1,583,308 
Adjusted for:
Fuel surcharge (102,829) (63,101) (192,738) (160,804)
Intersegment transactions (469) (235) (693) (509)
Amortization of intangibles 1
(324) (324) (648) (648)
Impairments 2
—  (153) —  (1,055)
COVID-19 incremental costs 3
—  (9,901) —  (12,146)
Adjusted Operating Expenses 713,779  697,867  1,427,786  1,408,146 
Adjusted Operating Income $ 168,781  $ 118,166  $ 327,588  $ 228,971 
Adjusted Operating Ratio 80.9  % 85.5  % 81.3  % 86.0  %
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.
50
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Logistics Segment
Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
GAAP Presentation (Dollars in thousands)
Total revenue $ 166,737  $ 70,104  $ 285,624  $ 149,302 
Total operating expenses (152,381) (67,066) (263,691) (142,545)
Operating income $ 14,356  $ 3,038  $ 21,933  $ 6,757 
Operating ratio 91.4  % 95.7  % 92.3  % 95.5  %
Non-GAAP Presentation
Total revenue $ 166,737  $ 70,104  $ 285,624  $ 149,302 
Intersegment transactions (4,570) (3,038) (7,735) (5,479)
Revenue, excluding intersegment transactions 162,167  67,066  277,889  143,823 
Total operating expenses 152,381  67,066  263,691  142,545 
Adjusted for:
Intersegment transactions (4,570) (3,038) (7,735) (5,479)
Amortization of intangibles 1
(97) —  (97) — 
Adjusted Operating Expenses 147,714  64,028  255,859  137,066 
Adjusted Operating Income $ 14,453  $ 3,038  $ 22,030  $ 6,757 
Adjusted Operating Ratio 91.1  % 95.5  % 92.1  % 95.3  %
1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the UTXL acquisition.
Intermodal Segment
Quarter-to-Date June 30, Year-to-Date June 30,
2021 2020 2021 2020
GAAP Presentation (Dollars in thousands)
Total revenue $ 115,378  $ 82,820  $ 222,444  $ 177,551 
Total operating expenses (109,566) (87,295) (213,175) (184,763)
Operating income (loss) $ 5,812  $ (4,475) $ 9,269  $ (7,212)
Operating ratio 95.0  % 105.4  % 95.8  % 104.1  %
Non-GAAP Presentation
Total revenue $ 115,378  $ 82,820  $ 222,444  $ 177,551 
Intersegment transactions (84) (121) (179) (230)
Revenue, excluding intersegment transactions 115,294  82,699  222,265  177,321 
Total operating expenses 109,566  87,295  213,175  184,763 
Adjusted for:
Intersegment transactions (84) (121) (179) (230)
COVID-19 incremental costs 1
—  (65) —  (113)
Adjusted Operating Expenses 109,482  87,109  212,996  184,420 
Adjusted Operating Income (Loss) $ 5,812  $ (4,410) $ 9,269  $ (7,099)
Adjusted Operating Ratio 95.0  % 105.3  % 95.8  % 104.0  %
1See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 4.
51
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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, 2021
(In thousands)
Cash and cash equivalents, excluding restricted cash $ 179,032 
Availability under Revolver, due October 2022 1
708,408 
Availability under 2021 RSA, due April 2024 2
55,719 
Total unrestricted liquidity $ 943,159 
Cash and cash equivalents – restricted 3
53,035 
Restricted investments, held-to-maturity, amortized cost 3
8,589 
Total liquidity, including restricted cash and restricted investments $ 1,004,783 
1    As of June 30, 2021, we had $55.0 million in borrowings under our $800.0 million Revolver. We additionally had $36.6 million in outstanding letters of credit (discussed below), leaving $708.4 million available under the Revolver.
2    Based on eligible receivables at June 30, 2021, our borrowing base for the 2021 RSA was $400.0 million, while outstanding borrowings were $279.0 million. We additionally had $65.3 million in outstanding letters of credit (discussed below), leaving $55.7 million available under the 2021 RSA. Refer to Note 8 in Part I, Item 1 of this Quarterly Report for more information regarding the 2021 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 $51.6 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 various service offerings. We expect that net capital expenditures from the aforementioned projects will be in the range of $500.0 – $550.0 million for the full-year 2021, including anticipated net cash capital expenditures of ACT. The range provided excludes cash outlays for potential acquisitions. 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.
52
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


There can be no assurance that we will be able to obtain additional debt under our existing financial arrangements to satisfy our ongoing capital requirements. However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under our accounts receivable securitization, and availability under the Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.
Principal and Interest Payments — As of June 30, 2021, we had debt, accounts receivable securitization, and finance lease obligations of $870.7 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. Subsequent to June 30, 2021, we acquired ACT and borrowed $1.2 billion pursuant to the 2021 Term Loan to finance the transaction.
Letters of Credit — Pursuant to the terms of the 2017 Debt Agreement and the 2021 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 2021 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, 2021, the Company had $196.3 million remaining under the 2020 Knight-Swift Share Repurchase Plan. Additional details are discussed in Note 11 in Part I, Item 1 of this Quarterly Report.
Working Capital
We had a working capital surplus of $369.3 million as of June 30, 2021 and $83.7 million as of December 31, 2020.
Material Debt Agreements
As of June 30, 2021, we had $870.7 million in material debt obligations at the following carrying values:
•$299.2 million: 2017 Term Loan, due October 2022, net of $0.8 million in deferred loan costs
•$278.4 million: 2021 RSA outstanding borrowings, net of $0.6 million in deferred loan costs
•$238.1 million: Finance lease obligations
•$55.0 million: Revolver, due October 2022
As of December 31, 2020, we had $913.6 million in material debt obligations at the following carrying values:
•$298.9 million: 2017 Term Loan, due October 2022, net of $1.1 million in deferred loan costs
•$213.9 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.1 million in deferred loan costs
•$190.8 million: Finance lease obligations
•$210.0 million: Revolver, due October 2022.
53
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Cash Flow Analysis
Year-to-Date June 30, Change
  2021 2020
(In thousands)
Net cash provided by operating activities $ 459,504  $ 383,360  $ 76,144 
Net cash used in investing activities (196,916) (253,066) 56,150 
Net cash used in financing activities (227,798) (173,771) (54,027)
Net Cash Provided by Operating Activities
Comparison Between Year-to-Date June 30, 2021 and 2020 — The $76.1 million increase in net cash provided by operating activities was primarily due to a $149.1 million increase in operating income and a $4.7 million decrease in interest payments, partially offset by a $129.7 million increase in income tax payments. The remaining difference is attributed to various changes in working capital.
Net Cash Used in Investing Activities
Comparison Between Year-to-Date June 30, 2021 and 2020 — The $56.2 million decrease in net cash used in investing activities was primarily due to a $74.7 million decrease in net cash capital expenditures, partially offset by $25.0 million spent on our investment in Embark's convertible note.
Net Cash Used in Financing Activities
Comparison Between Year-to-Date June 30, 2021 and 2020 — Net cash used in financing activities increased by $54.0 million, primarily due to a $24.5 million increase in net repayments of our debt and finance lease obligations and a $19.0 million increase in repurchases of our common stock.
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 Note 2 in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference, for the impact of recently issued accounting pronouncements on the Company's condensed consolidated financial statements.
54

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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 2021 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, 2021) and fixed rate equipment lease financing. Assuming the level of borrowings as of June 30, 2021, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $6.3 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 increase to $3.21 for the second quarter of June 30, 2021 from an average of $2.44 in the second quarter of June 30, 2020. The weekly average of diesel price per gallon in the US increased to $3.06 for the year-to-date June 30, 2021 from an average of $2.67 in the year-to-date June 30, 2020. 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, 2021, 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
55

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information about our legal proceedings is included in Note 10 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, 2021, 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 2020 Annual Report in the section entitled "Item 1A. Risk Factors," describes some of the risks and uncertainties associated with our business. In addition to the risk factors set forth in our Form 10-K, we believe the following additional risks and uncertainties should be considered in evaluating our business and growth outlook:
Our acquisition of ACT presents certain additional risks to our business and operations.
On July 5, 2021, we acquired ACT, a leading LTL carrier that also offers dedicated contract carriage and ancillary services. The acquisition presents certain additional risks to our business and operations, including, among other things:
•prior to the acquisition of ACT, our management team had limited experience with LTL operations and therefore may be challenged in managing the LTL operations, particularly if there were a loss of the ACT management team;
•LTL operations are more capital intensive than truckload operations, including the need for additional terminals and types of equipment;
•LTL operations require more human capital than truckload operations, including the need for dock employees and maintenance technicians, both of which are difficult to recruit and retain given the tight labor market;
•potential adverse reactions or changes to business relationships resulting from the completion of the acquisition, including potential breakdown of alliances between ACT and its capacity providers that are needed to meet customer requirements; and
•increased workers' compensation incidence rates generally associated with LTL operations.
In addition to the risks regarding unionization set forth in our Form 10-K, the unionization of any of our employees, including within ACT’s LTL operations, could have a material adverse effect on our business, customer retention, financial condition, results of operations, and liquidity, and could cause significant disruption of, or inefficiencies in, our operations, because:
•restrictive work rules could hamper our ability to improve or sustain operating efficiency or could impair our service reputation and limit our ability to provide certain services;
•a strike or work stoppage could negatively impact our profitability and could damage customer and employee relationships;
56

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
•shippers may limit their use of unionized companies because of the threat of strikes and other work stoppages;
•unionization of any of our LTL operations could lead to pressure on our remaining LTL and truckload employees to unionize;
•collective agreements could result in material increases in wages and benefits; and
•an election and bargaining process could divert management’s time and attention from our overall objectives and impose significant expenses.
In addition, material differences in results as compared with those expected from the acquisition could arise due to those risks and uncertainties described in our Form 10-K Risk Factors, including, among other things, business disruption, operational problems, financial loss, technology and financial reporting and internal controls integration, legal liability to third parties and similar risks, any of which could have a material adverse effect on our business, customer retention, financial condition, results of operations, or liquidity.

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, 2021 to April 30, 2021 —  $ —  —  $ 196,338,538 
May 1, 2021 to May 31, 2021 —  $ —  —  $ 196,338,538 
June 1, 2021 to June 30, 2021 —  $ —  —  $ 196,338,538 
Total —  $ —  —  $ 196,338,538 
1On November 30, 2020, the Company announced that the Board approved the $250.0 million 2020 Knight-Swift Share Repurchase Plan. There is no expiration date associated with the 2020 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.
57

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
ITEM 6. EXHIBITS
Exhibit Number Description Page or Method of Filing
3.1
3.2
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.

58

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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 4, 2021   /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 4, 2021   /s/ Adam W. Miller
  Adam W. Miller
  Chief Financial Officer, in his capacity as such and on
  behalf of the registrant
59
Knight Swift Transportat... (NYSE:KNX)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Knight Swift Transportat... Charts.
Knight Swift Transportat... (NYSE:KNX)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Knight Swift Transportat... Charts.