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Delaware
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20-5589597
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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2017 ANNUAL REPORT ON FORM 10-K
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TABLE OF CONTENTS
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PAGE
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2017 ANNUAL REPORT ON FORM 10-K
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GLOSSARY OF TERMS
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The following glossary provides definitions for certain acronyms and terms used in this Annual Report on Form 10-K. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.
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Term
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Definition
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Knight-Swift/the Company/Management/We/Us/Our
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Unless otherwise indicated or the context otherwise requires, these terms represent Knight-Swift Transportation Holdings Inc. and its subsidiaries.
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Annual Report
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Annual Report on Form 10-K
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2017 Merger
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See complete description of the 2017 Merger included in Note 1 of the footnotes to the consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.
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2012 ESPP
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Employee Stock Purchase Plan, effective beginning in 2012, amended and restated in 2017
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2013 Debt Agreement
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Knight's unsecured credit facility
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2015 RSA
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Amended and Restated Receivables Sales Agreement, entered into in 2015 by Swift Receivables Company II, LLC with unrelated financial entities.
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2014 Stock Plan
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The Company's amended and restated 2014 Omnibus Incentive Plan
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2015 Debt Agreement
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Swift's Fourth Amended and Restated Credit Agreement, entered into on July 25, 2015
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2017 Debt Agreement
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The Company's Credit Agreement, entered into on September 29, 2017
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ASC
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Accounting Standards Codification Topic
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ASU
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Accounting Standards Update
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Board
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Knight-Swift's Board of Directors
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C-TPAT
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Customs-Trade Partnership Against Terrorism
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CSA
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Compliance Safety Accountability
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DOT
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United States Department of Transportation
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ELD
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Electronic Logging Device
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EPA
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United States Environmental Protection Agency
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EPS
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Earnings Per Share
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ERP
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Enterprise Resource Planning system
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FASB
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Financial Accounting Standards Board
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FLSA
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Fair Labor Standards Act
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FMCSA
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Federal Motor Carrier Safety Administration
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GAAP
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United States Generally Accepted Accounting Principles
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LIBOR
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London InterBank Offered Rate
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Knight
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Unless otherwise indicated or the context otherwise requires, this term represents Knight Transportation, Inc. and its subsidiaries
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Knight Revolver
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Revolving line of credit under the 2013 Debt Agreement
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Mohave
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Mohave Transportation Insurance Company, a Swift wholly-owned captive insurance subsidiary
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NASDAQ
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National Association of Securities Dealers Automated Quotations
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NLRB
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National Labor Relations Board
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NYSE
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New York Stock Exchange
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Red Rock
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Red Rock Risk Retention Group, Inc., a Swift wholly-owned captive insurance subsidiary
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Revolver
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Revolving line of credit under the 2017 Debt Agreement
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SEC
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Securities and Exchange Commission
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Swift
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Unless otherwise indicated or the context otherwise requires, this term represents Swift Transportation Company and its subsidiaries
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Swift Revolver
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Swift's revolving line of credit under the 2015 Debt Agreement
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Term Loan A
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Swift's first lien term loan A under the 2015 Debt Agreement
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Term Loan
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The Company's term loan under the 2017 Debt Agreement
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US
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The United States of America
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PART I
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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any projections of earnings, revenues, cash flows, dividends, capital expenditures, or other financial items,
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any statement of plans, strategies, and objectives of management for future operations,
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any statements concerning proposed acquisition plans, new services or developments,
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any statements regarding future economic conditions or performance, and
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any statements of belief and any statements of assumptions underlying any of the foregoing.
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the ability of our infrastructure to support future growth, whether we grow organically or through potential acquisitions,
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the future impact of the 2017 Merger, including achievement of anticipated synergies,
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the flexibility of our model to adapt to market conditions,
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our ability to recruit and retain qualified driving associates,
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our ability to gain market share,
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our ability and desire to expand our brokerage and intermodal operations,
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future equipment prices, our equipment purchasing plans, and our equipment turnover (including expected tractor trade-ins),
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our ability to sublease equipment to independent contractors,
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the impact of pending legal proceedings,
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the expected freight environment, including freight demand and volumes,
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economic conditions, including future inflation and consumer spending,
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our ability to obtain favorable pricing terms from vendors and suppliers,
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expected liquidity and methods for achieving sufficient liquidity,
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future fuel prices,
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future expenses and our ability to control costs,
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future third-party service provider relationships and availability,
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future contracted pay rates with independent contractors and compensation arrangements with driving associates,
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our expected need or desire to incur indebtedness,
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expected sources of liquidity for capital expenditures and allocation of capital,
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expected capital expenditures,
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future mix of owned versus leased revenue equipment,
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future asset utilization,
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future capital requirements,
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future return on capital,
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future tax rates,
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our intention to pay dividends in the future,
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future trucking industry capacity,
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future rates,
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future depreciation and amortization,
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expected tractor and trailer fleet age,
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political conditions and regulations, including future changes thereto,
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future purchased transportation expense, and
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others.
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ITEM 1.
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BUSINESS
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Company Overview
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Business Combinations and Investments
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Industry and Competition
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Period
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Economic Cycle
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2000 — 2001
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industry over-capacity and depressed freight volumes
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2002 — 2006
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economic expansion
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2007 — 2009
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freight slowdown, fuel price spike, economic recession, and credit crisis
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2010 — 2013
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moderate recovery. The industry freight data began to show positive trends for both volume and pricing. The slow, steady growth is a result of moderate increases in gross domestic product, coupled with a tighter supply of available tractors. Trends in supply of available tractors were lower due to several years of below average truck builds, an increase in truckload fleet bankruptcies in 2009 and 2010, increasing equipment prices due to stringent EPA requirements, less available credit, and less driver availability.
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2014 — 2016
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return to pre-recession levels and relative stabilization. In 2014, total spending on transportation, which fell during the 2007 – 2009 recession, returned to pre-recession levels. Truck tonnage grew throughout 2014, followed by decelerating growth in 2015, and relative stabilization in 2016. Capacity became looser in 2015 and 2016, as inventory levels were high and large volumes of tractor purchases created a supply/demand imbalance, putting pressure on pricing. Fuel prices declined.
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2017
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Demand increased for transportation services, including non-contract market demand, partially due to a strong retail season. Capacity became tighter in the second half of 2017, due to increasing government regulation, the driver shortage, severe storms interrupting business, among other factors. In addition, US fuel prices increased.
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tightening industry capacity;
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cumulative impacts of regulatory initiatives, such as ELDs, hours-of service limitations for drivers, and others;
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uncertainty in the economic environment, including changing supply chain and consumer spending patterns;
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driver shortages;
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significant and rapid fluctuations in fuel prices; and
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increased prices for new revenue equipment, design changes of new engines, and volatility in the used equipment sales market.
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Our Competitive Strengths
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Regional Presence
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We believe that regional operations, which have recently expanded with the merger between Knight and Swift, offer several advantages, including:
• obtaining greater freight volumes, • achieving higher revenue per mile by focusing on high-density freight lanes to minimize non-revenue miles, • enhancing our ability to recruit and train qualified driving associates, • enhancing safety and driver development and retention, • enhancing our ability to provide a high level of service and consistent capacity to our customers, • enhancing accountability for performance and growth, • furthering our trucking capabilities to provide various shipping solutions to our customers, and • furthering our logistics capabilities to contract with more third-party capacity providers. |
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Operating Efficiency and Cost Control
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We expect to generate cost and revenue synergies as a result of the 2017 Merger through, among other things, increased operational efficiencies through the adoption of best practices and capabilities from each of Knight and Swift. We operate modern tractors and trailers in order to obtain operating efficiencies and attract and retain driving associates. We believe a generally compatible fleet of tractors and trailers simplifies our maintenance procedures and reduces parts, supplies, and maintenance costs. We regulate vehicle speed, which we believe will maximize fuel efficiency, reduce wear and tear, and enhance safety. We continue to update our fleet with more fuel-efficient post-2014 United States EPA emission compliant engines, install aerodynamic devices on our tractors, and equip our trailers with trailer blades, which have led to meaningful improvements in fuel efficiency. Our logistics and intermodal businesses focus on effectively optimizing and meeting the transportation and logistics requirements of our customers and providing customers with various sources and modes of transportation capacity across our nationwide service network. We invest in technology that enhances our ability to optimize our freight opportunities while maintaining a low cost per transaction.
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Customer Service
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We strive to provide superior, on-time service at a meaningful value to our customers and seek to establish ourselves as a preferred truckload and logistics provider for our customers. We provide truckload capacity for customers in high-density lanes, where we can provide them with a high level of service, as well as flexible and customized logistics services on a nationwide basis. Our trucking services include dry van, refrigerated, and drayage, which also include dedicated and cross-border truckload services, customized according to customer needs. Our logistics and intermodal services include brokerage, intermodal, and certain logistics, freight management, and non-trucking services, which provide various shipping alternatives and transportation modes for customers by utilizing our expansive network of third-party capacity providers and rail partners. We price our trucking, logistics, and intermodal services commensurately with the level of service our customers require and market conditions. By providing customers a high level of service, we believe we avoid competing solely based on price.
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Using Technology that Enhances Our Business
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We purchase and deploy technology that we believe will allow us to operate more safely, securely, and efficiently. Substantially all of our company-owned tractors are equipped with in-cab communication devices that enable us to communicate with our driving associates, obtain load position updates, manage our fleets, and provide our customers with freight visibility, as well as with ELDs that automatically record our driving associates' hours-of-service. The majority of our trailers are equipped with trailer-tracking technology that allows us to better manage our trailers. We have purchased and developed software for our logistics businesses that provides greater visibility of the capacity of our third-party providers and enhances our ability to provide our customers with solutions that offer a superior level of service. We have automated many of our back-office functions, and we continue to invest in technology that we expect will allow us to better serve our customers and improve overall efficiency.
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Our Mission and Company Strategy
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Segment Operating Strategies
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Trucking Segments
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Our operating strategy for our trucking segments, which includes Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated, is to achieve a high level of asset utilization within a highly disciplined operating system, while maintaining strict controls over our cost structure. We hope to achieve these goals by primarily operating in high-density, predictable freight lanes and attempting to develop and expand our customer base around each of our terminals by providing multiple truckload services for each customer. We believe this operating strategy allows us to take advantage of the large amount of freight transported in the markets we serve. Our terminals enable us to better serve our customers and work more closely with our driving associates. We operate a premium modern fleet that we believe appeals to driving associates and customers, reduces maintenance expenses and driving associate and equipment downtime, and enhances our fuel and other operating efficiencies. We employ technology in a cost-effective manner to assist us in controlling operating costs and enhancing revenue.
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Logistics businesses
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Our logistics operating strategy is to match the shipping needs of our customers with the capacity provided by our network of third-party carriers and our rail providers. Our goal is to increase our market presence, both in existing operating regions and in other areas where we believe the freight environment meets our operating strategy, while seeking to achieve industry-leading operating margins and returns on investment.
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Swift Intermodal
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Our Swift Intermodal operating strategy is to complement our regional operating model, allowing us to better serve customers in longer haul lanes, and reduce our investment in fixed assets. We have intermodal agreements with most major North American rail carriers, which have helped increase our volumes through more competitive pricing.
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Information by Segment and Geography
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Customers and Marketing
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In 2017, our top 25, top 10, and top 5 customers accounted for
56.6%, 39.7%, and 31.7% of our total revenue, respectively.
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In 2016, our top 25, top 10, and top 5 customers accounted for 53.7%, 37.3%, and 27.7% of our total revenue, respectively.
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In 2015, our top 25, top 10, and top 5 customers accounted for 53.1%, 36.2%, and 26.2% of our total revenue, respectively.
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Revenue Equipment
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Model Year
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Tractors
(1)
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Trailers
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2019
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—
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9
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2018
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2,798
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3,968
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2017
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2,232
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8,835
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2016
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5,185
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6,913
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2015
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4,968
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8,846
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2014
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2,223
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5,624
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2013
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374
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5,666
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2012
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123
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4,470
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2011 and prior
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478
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30,618
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Total
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18,381
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74,949
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Employees
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Company driving associates (including driver trainees)
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19,200
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Technicians and other equipment maintenance personnel
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1,400
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Support personnel (such as corporate managers, sales, and administrative personnel)
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4,800
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Total
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25,400
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Independent Contractors
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Safety and Insurance
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Insurance
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Limits
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Automobile Liability, General Liability, and Excess Liability
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$250.0 million of coverage per occurrence, subject to a $10.0 million self-insured retention per-occurrence.
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Cargo Damage and Loss
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$2.0 million limit per truck or trailer with a $10.0 million limit per occurrence; provided that there is a $1.0 million limit for tobacco loads and a $250 thousand deductible
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Property and Catastrophic Physical Damage
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$150.0 million limit for property and $100.0 million limit for vehicle damage, excluding over the road exposures, subject to a $1.0 million deductible
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Workers' Compensation/Employers' Liability
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Statutory coverage limits; employers' liability of $1.0 million bodily injury by accident and disease, subject to a $5.0 million self-insured retention for each accident or disease
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Employment Practices Liability
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Primary policy with a $10.0 million limit subject to a $2.5 million self-insured retention
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Health Care
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As of January 1, 2015, Swift is fully insured for medical, subject to contributed premiums.
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Insurance
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Limits
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Automobile Liability
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$130.0 million of coverage per occurrence, subject to a $1.0 million self-insured retention per-occurrence, and a $2.5 million aggregate deductible for any loss within the excess coverage layer.
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Workers' Compensation
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$1.0 million self-insured retention per occurrence.
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Employee Medical and Hospitalization
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Primary and excess coverage for employee medical expenses and hospitalization, with $0.2 million self-insured retention per claimant.
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Fuel
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Seasonality
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Environmental Regulation
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Phase 1
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In September 2011, the EPA finalized federal regulations for controlling GHG emissions, beginning with model-year 2014 medium- and heavy-duty engines and vehicles and increasing in stringency through model-year 2018. The federal regulations relate to efficient engines, use of auxiliary power units, mass reduction, low-rolling resistance tires, improved aerodynamics, improved transmissions, and reduced accessory loads.
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Phase 2
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In June 2015, the EPA and NHTSA, working in concert with California's ARB, formally announced a proposed national program establishing Phase 2 of the GHG emissions and fuel efficiency standards for medium- and heavy-duty vehicles for model-year 2018 and beyond. In August 2016, the EPA and NHTSA announced the final rule regarding Phase 2, which builds upon Phase 1, and would apply to certain trailer types beginning with model-year 2018 for EPA standards (voluntary for NHTSA standards through model-year 2020). Tractors and certain trailer types would be subject to the Phase 2 standards beginning with model-year 2021, increasing in stringency through model-year 2024, and phasing in completely by model-year 2027. This rule marks the first time federal mandates will be applied to trailers, with respect to aerodynamics and low-rolling resistance tires. The final rule was effective December 27, 2016.
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Industry Regulation
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There would be only one safety rating of "unfit," as compared to the current rules, which have three safety ratings (satisfactory, conditional, and unsatisfactory).
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Carriers could be determined "unfit" by failing two or more BASICs, investigation results, or a combination of the two.
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Stricter standards would be used for BASICs with a higher correlation to crash risk (Unsafe Driving and Hours-of-Service Compliance).
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All investigation results would be used, not just results from comprehensive on-site reviews.
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Violations of a revised list of "critical" and "acute" safety regulations would result in failing a BASIC.
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Carriers would be assessed monthly.
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Phase 1 (February 16, 2016 through December 18, 2017): Carriers and drivers subject to the rule may voluntarily use ELDs or use other forms of logging devices.
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Phase 2 (December 18, 2017 through December 16, 2019): Carriers and drivers subject to the rule can use Automatic On-board Recording Devices ("AOBRD") that were installed prior to December 18, 2017 or ELDs certified and registered after December 16, 2015.
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Phase 3 (after December 16, 2019): All drivers and carriers subject to the rule must use certified and registered ELDs that comply with the requirements of the ELD regulations.
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the design and maintenance of equipment used to transport food,
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the measures taken during food transportation to ensure food safety,
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the training of carrier personnel in sanitary food transportation practices, and
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maintenance and retention of records of written procedures, agreements, and training related to the foregoing items.
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abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice,
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extend the FLSA to independent contractors, and
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impose notice requirements based upon employment or independent contractor status and fines for failure to comply.
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Other Regulation
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Available Information
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ITEM 1A.
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RISK FACTORS
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Strategic Risk
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we may experience a reduction in overall freight levels, which may impair our asset utilization;
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freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers' freight demand;
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customers may experience credit issues and cash flow problems, resulting in an inability to compensate us for rendered services;
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customers may solicit bids for freight from multiple trucking companies or select competitors that offer lower rates from among existing choices in an attempt to lower their costs, and we might be forced to lower our rates or lose freight;
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we may be forced to accept more freight from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue miles to obtain loads;
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we may need to incur significantly more non-paid empty miles to obtain loads; and
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lack of access to current sources of credit or lack of lender access to capital, leading to an inability to secure credit financing on satisfactory terms, or at all.
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many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain or grow profitability of our business;
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many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some of our business to competitors;
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many customers reduce the number of carriers they use by selecting so-called "core carriers" as approved service providers or by engaging dedicated providers, and in some instances we may not be selected;
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some of our customers operate their own private trucking fleets and they may decide to transport more of their own freight;
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the market for qualified drivers is increasingly competitive, and our inability to attract and retain driving associates could reduce our equipment utilization or cause us to increase driving associate compensation, both of which would adversely affect our profitability;
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competition from non-asset-based and other logistics and freight brokerage companies may adversely affect our customer relationships and freight rates;
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the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, with which we may have difficulty competing;
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economies of scale that procurement aggregation providers may pass on to smaller carriers may improve their ability to compete with us;
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advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments;
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the Knight and Swift brand names are valuable assets that are subject to the risk of adverse publicity (whether or not justified),which could result in the loss of value attributable to our brand and reduced demand for our services; and
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higher fuel prices and, in turn, higher fuel surcharges to our customers may cause some of our customers to consider freight transportation alternatives, including rail transportation.
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foreign currency fluctuation;
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changes in Mexico's economic strength;
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difficulties in enforcing contractual obligations and intellectual property rights;
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burdens of complying with a wide variety of international and United States export, import, business procurement, transparency, and corruption laws, including the US Foreign Corrupt Practices Act;
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changes in trade agreements and United States-Mexico relations;
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theft or vandalism of our revenue equipment; and
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social, political, and economic instability.
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the acquired company may not achieve anticipated revenue, earnings, or cash flow;
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we may assume liabilities beyond our estimates or what was disclosed to us;
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we may be unable to assimilate or integrate the acquired company's operations or assets into our business successfully and realize the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;
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diverting our management's attention from other business concerns;
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risks of entering into markets in which we have had no or only limited direct experience; and
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the potential loss of customers, key employees, or driving associates of the acquired company.
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difficulties in integrating functions, personnel, and systems;
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challenges in conforming standards, controls, procedures, and accounting and other policies, business cultures, and compensation structures between the two companies;
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difficulties in integrating the internal controls over financial reporting of Swift into our internal controls;
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difficulties in assimilating driving associates and employees and in attracting and retaining key personnel;
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challenges in retaining existing customers and obtaining new customers;
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difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from the combination;
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difficulties in managing multiple brands under a significantly larger and more complex company;
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contingent liabilities that are larger than expected; and
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potential unknown liabilities, adverse consequences, and unforeseen increased expenses associated with the 2017 Merger.
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Operational Risk
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Compliance Risk
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•
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approval of premium rates for insurance;
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standards of solvency;
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minimum amounts of statutory capital surplus that must be maintained;
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limitations on types and amounts of investments;
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regulation of dividend payments and other transactions between affiliates;
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regulation of reinsurance;
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regulation of underwriting and marketing practices;
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approval of policy forms;
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methods of accounting; and
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filing of annual and other reports with respect to financial condition and other matters.
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Financial Risk
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increased vulnerability to adverse economic, industry, or competitive developments;
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cash flows from operations that are committed to payment of principal and interest, thereby reducing our ability to use cash for our operations, capital expenditures, and future business opportunities;
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increased interest rates that would affect our variable rate debt;
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noncompliance with financial covenants, borrowing conditions, and other debt obligations, which could result in an event of default or (where applicable) cross-default;
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non-strategic divestitures or inability to make strategic acquisitions;
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lack of financing for working capital, capital expenditures, product development, debt service requirements, and general corporate or other purposes; and
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limits on our flexibility to plan for, or react to, changes in our business, market conditions, or in the economy.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
Owned/Leased
|
|
Brand
|
|
|
||||||||
Location
|
|
Owned
|
|
Leased
|
|
Knight
|
|
Swift
|
|
Barr Nunn
|
|
Kold Trans
|
|
Total
|
Arizona
|
|
4
|
|
|
|
2
|
|
2
|
|
|
|
|
|
4
|
California
|
|
7
|
|
2
|
|
3
|
|
6
|
|
|
|
|
|
9
|
Colorado
|
|
2
|
|
|
|
1
|
|
1
|
|
|
|
|
|
2
|
Florida
|
|
2
|
|
1
|
|
1
|
|
1
|
|
1
|
|
|
|
3
|
Georgia
|
|
2
|
|
1
|
|
1
|
|
2
|
|
|
|
|
|
3
|
Idaho
|
|
1
|
|
2
|
|
2
|
|
1
|
|
|
|
|
|
3
|
Illinois
|
|
2
|
|
1
|
|
|
|
3
|
|
|
|
|
|
3
|
Indiana
|
|
2
|
|
|
|
1
|
|
1
|
|
|
|
|
|
2
|
Iowa
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
1
|
Kansas
|
|
2
|
|
|
|
1
|
|
1
|
|
|
|
|
|
2
|
Massachusetts
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
1
|
Mexico
|
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
3
|
Michigan
|
|
1
|
|
1
|
|
1
|
|
1
|
|
|
|
|
|
2
|
Minnesota
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
Mississippi
|
|
2
|
|
|
|
2
|
|
|
|
|
|
|
|
2
|
Missouri
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
Nevada
|
|
4
|
|
|
|
2
|
|
2
|
|
|
|
|
|
4
|
New Jersey
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
New Mexico
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
New York
|
|
1
|
|
1
|
|
|
|
2
|
|
|
|
|
|
2
|
North Carolina
|
|
2
|
|
|
|
1
|
|
|
|
1
|
|
|
|
2
|
Ohio
|
|
2
|
|
1
|
|
1
|
|
1
|
|
1
|
|
|
|
3
|
Oklahoma
|
|
2
|
|
|
|
1
|
|
1
|
|
|
|
|
|
2
|
Oregon
|
|
2
|
|
|
|
1
|
|
1
|
|
|
|
|
|
2
|
Pennsylvania
|
|
2
|
|
2
|
|
1
|
|
2
|
|
1
|
|
|
|
4
|
South Carolina
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
South Dakota
|
|
|
|
1
|
|
1
|
|
|
|
|
|
|
|
1
|
Tennessee
|
|
3
|
|
|
|
1
|
|
2
|
|
|
|
|
|
3
|
Texas
|
|
7
|
|
1
|
|
3
|
|
5
|
|
|
|
|
|
8
|
Utah
|
|
2
|
|
1
|
|
1
|
|
1
|
|
|
|
1
|
|
3
|
Virginia
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
Washington
|
|
2
|
|
|
|
1
|
|
1
|
|
|
|
|
|
2
|
West Virginia
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
Wisconsin
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
Total Properties
|
|
68
|
|
16
|
|
30
|
|
49
|
|
4
|
|
1
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
PART II
|
ITEM 5.
|
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Common Stock
|
2017
|
High
|
|
Low
|
||||
First quarter
(1)
|
$
|
35.00
|
|
|
$
|
26.68
|
|
Second quarter
(1)
|
37.38
|
|
|
27.61
|
|
||
Third quarter
(1)
|
44.45
|
|
|
34.39
|
|
||
Fourth quarter
|
44.60
|
|
|
37.10
|
|
||
|
|
|
|
||||
2016
|
High
|
|
Low
|
||||
First quarter
(1)
|
$
|
25.92
|
|
|
$
|
16.31
|
|
Second quarter
(1)
|
26.56
|
|
|
19.88
|
|
||
Third quarter
(1)
|
30.76
|
|
|
21.10
|
|
||
Fourth quarter
(1)
|
37.75
|
|
|
27.10
|
|
(1)
|
Swift's market prices on and prior to September 8, 2017 have been retrospectively adjusted based on the 0.72 reverse stock split completed with the 2017 Merger.
|
Dividend Policy
|
Period
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2017 dividend paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.12
|
|
2016 dividend paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
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)
|
||||||
October 1, 2017 to October 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
62,881,000
|
|
November 1, 2017 to November 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
62,881,000
|
|
December 1, 2017 to December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
62,881,000
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
62,881,000
|
|
|
|
|
|
|
|
|
|
(1)
|
Following the 2017 Merger, the existing Swift Repurchase Plan remained in effect. The Swift Repurchase Plan authorized the Company to repurchase up to $150.0 million of its outstanding Class A common stock. There is no expiration date associated with this share repurchase authorization. See Note 20 in Part II, Item 8 of this Annual Report.
|
Stockholders Return Performance Graph
|
|
December 31,
|
||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Knight-Swift Transportation Holdings Inc.
|
$
|
100.00
|
|
|
$
|
243.53
|
|
|
$
|
313.93
|
|
|
$
|
151.54
|
|
|
$
|
267.11
|
|
|
$
|
345.64
|
|
NYSE Composite
|
100.00
|
|
|
126.28
|
|
|
134.81
|
|
|
129.29
|
|
|
144.73
|
|
|
171.83
|
|
||||||
NASDAQ Trucking & Transportation
|
100.00
|
|
|
133.76
|
|
|
187.65
|
|
|
162.30
|
|
|
193.79
|
|
|
248.92
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Consolidated income statement GAAP data
(1)
:
|
2017
|
|
2016
|
|
2015
|
|
2014
(8)
|
|
2013
|
||||||||||
Total revenue
|
$
|
2,425,453
|
|
|
$
|
1,118,034
|
|
|
$
|
1,182,964
|
|
|
$
|
1,102,332
|
|
|
$
|
969,237
|
|
Operating expenses
|
2,224,823
|
|
|
969,555
|
|
|
1,004,964
|
|
|
939,610
|
|
|
855,328
|
|
|||||
Operating income
|
200,630
|
|
|
148,479
|
|
|
178,000
|
|
|
162,722
|
|
|
113,909
|
|
|||||
Interest income & other income
|
1,765
|
|
|
5,248
|
|
|
9,502
|
|
|
9,838
|
|
|
3,257
|
|
|||||
Interest expense
|
(8,686
|
)
|
|
(897
|
)
|
|
(998
|
)
|
|
(730
|
)
|
|
(462
|
)
|
|||||
Income before income taxes
|
193,709
|
|
|
152,830
|
|
|
186,504
|
|
|
171,830
|
|
|
116,704
|
|
|||||
Net income
|
485,425
|
|
|
95,238
|
|
|
118,457
|
|
|
104,021
|
|
|
70,024
|
|
|||||
Net income attributable to Knight-Swift
|
484,292
|
|
|
93,863
|
|
|
116,718
|
|
|
102,862
|
|
|
69,282
|
|
|||||
Basic earnings per share
|
4.38
|
|
|
1.17
|
|
|
1.43
|
|
|
1.27
|
|
|
0.87
|
|
|||||
Diluted earnings per share
|
4.34
|
|
|
1.16
|
|
|
1.42
|
|
|
1.25
|
|
|
0.86
|
|
|||||
Cash dividend per share on Class A common stock
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|||||
Operating ratio
(2)
|
91.7
|
%
|
|
86.7
|
%
|
|
85.0
|
%
|
|
85.2
|
%
|
|
88.2
|
%
|
|
December 31,
|
||||||||||||||||||
Consolidated balance sheet GAAP data
(1)
:
|
2017
|
|
2016
|
|
2015
|
|
2014
(8)
|
|
2013
|
||||||||||
Working capital
|
$
|
313,657
|
|
|
$
|
111,541
|
|
|
$
|
164,090
|
|
|
$
|
145,667
|
|
|
$
|
101,768
|
|
Total assets
|
7,683,442
|
|
|
1,078,525
|
|
|
1,120,232
|
|
|
1,082,285
|
|
|
807,121
|
|
|||||
Total debt
(3)
|
970,905
|
|
|
18,000
|
|
|
112,000
|
|
|
134,400
|
|
|
38,000
|
|
|||||
Knight-Swift stockholders' equity
|
5,237,732
|
|
|
786,473
|
|
|
738,398
|
|
|
677,760
|
|
|
553,588
|
|
Non-GAAP financial data (unaudited)
(1)
:
|
2017
|
|
2016
|
|
2015
|
|
2014
(8)
|
|
2013
|
||||||||||
Adjusted Net Income Attributable to Knight-Swift
(4)
|
$
|
154,565
|
|
|
$
|
95,373
|
|
|
$
|
121,113
|
|
|
$
|
102,862
|
|
|
$
|
69,282
|
|
Adjusted EPS
(4)
|
1.38
|
|
|
1.17
|
|
|
1.47
|
|
|
1.25
|
|
|
0.86
|
|
|||||
Adjusted Operating Ratio
(4)
|
88.3
|
%
|
|
85.3
|
%
|
|
82.6
|
%
|
|
82.4
|
%
|
|
85.6
|
%
|
Operating data (unaudited):
(1)
|
2017
|
|
2016
|
|
2015
|
|
2014
(8)
|
|
2013
|
||||||||||
Average revenue per tractor
(5)
|
$
|
184,920
|
|
|
$
|
172,185
|
|
|
$
|
173,329
|
|
|
$
|
171,510
|
|
|
$
|
160,186
|
|
Average length of haul (miles)
|
479
|
|
|
498
|
|
|
503
|
|
|
492
|
|
|
479
|
|
|||||
Non-paid empty miles percentage
|
12.6
|
%
|
|
12.5
|
%
|
|
12.0
|
%
|
|
10.1
|
%
|
|
10.6
|
%
|
|||||
Average tractors
(6) (7)
|
9,432
|
|
|
4,706
|
|
|
4,793
|
|
|
4,173
|
|
|
4,017
|
|
|||||
Average trailers
(7)
|
31,967
|
|
|
12,288
|
|
|
11,789
|
|
|
9,732
|
|
|
9,405
|
|
|||||
Average containers
|
9,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Pursuant to the 2017 Merger, data after September 8, 2017 includes the results of Swift.
|
(2)
|
Operating expenses expressed as a percentage of total revenue.
|
(3)
|
Includes current and noncurrent portions of term loan debt, revolving credit facilities, receivables sales agreement, and capital leases. For more discussion refer to "Liquidity and Capital Resources" in Part II, Item 7 of this Annual Report.
|
(4)
|
Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio, are non-GAAP financial measures. These non-GAAP financial measures should not be considered alternatives to, or superior to, 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 in "Non-GAAP Financial Measures" in Part II, Item 7 of this Annual Report.
|
(5)
|
Average revenue per tractor includes revenue for our Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated segments only. It does not include fuel surcharge revenue or revenues from our Knight Logistics, Swift Intermodal and Swift Non-Reportable segments.
|
(6)
|
Reflects operational tractors within the Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated segments, including company tractors and tractors owned by independent contractors.
|
(7)
|
See Note (3) to "Executive Summary — Financial Overview" in Part II, Item 7 of this Annual Report, regarding the calculation of average tractors and average trailers.
|
(8)
|
Knight acquired 100% of the outstanding stock of Barr-Nunn on October 1, 2014, and therefore, Knight's operating results include those of Barr-Nunn for periods after October 1, 2014.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Executive Summary
|
•
|
Our trucking services include dry van, refrigerated, dedicated, drayage, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base. We primarily generate revenue before fuel surcharge by transporting freight for our customers through our trucking services in our Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated segments.
|
•
|
Our brokerage 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, freight management, and other non-trucking services. Revenue before fuel surcharge in our brokerage and intermodal operations is generated through our Knight Logistics and Swift Intermodal segments.
|
•
|
Our Swift non-reportable segments generate revenue before fuel surcharge by providing freight management, sourcing, and other non-trucking services (such as used equipment sales and leasing to independent contractors, as well as third parties).
|
•
|
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 segments.
|
|
2017
|
|
2016
|
|
2015
|
||||||
GAAP Financial data:
|
(Dollars in thousands, except per share data)
|
||||||||||
Total revenue
|
$
|
2,425,453
|
|
|
$
|
1,118,034
|
|
|
$
|
1,182,964
|
|
Revenue before fuel surcharge
|
$
|
2,179,873
|
|
|
$
|
1,028,148
|
|
|
$
|
1,061,739
|
|
Net income attributable to Knight-Swift
|
$
|
484,292
|
|
|
$
|
93,863
|
|
|
$
|
116,718
|
|
Diluted EPS
|
$
|
4.34
|
|
|
$
|
1.16
|
|
|
$
|
1.42
|
|
Operating ratio
|
91.7
|
%
|
|
86.7
|
%
|
|
85.0
|
%
|
|||
|
|
|
|
|
|
||||||
Non-GAAP financial data:
|
|
|
|
|
|
||||||
Adjusted Net Income Attributable to Knight-Swift
(1)
|
$
|
154,565
|
|
|
$
|
95,373
|
|
|
$
|
121,113
|
|
Adjusted EPS
(1)
|
$
|
1.38
|
|
|
$
|
1.17
|
|
|
$
|
1.47
|
|
Adjusted Operating Ratio
(1)
|
88.3
|
%
|
|
85.3
|
%
|
|
82.6
|
%
|
|||
|
|
|
|
|
|
||||||
Revenue equipment:
|
|
|
|
|
|
||||||
Average tractors
(2 (3)
|
9,432
|
|
|
4,706
|
|
|
4,793
|
|
|||
Average trailers
(3)
|
31,967
|
|
|
12,288
|
|
|
11,789
|
|
|||
Average containers
|
9,122
|
|
|
—
|
|
|
—
|
|
(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)
|
Reflects operational tractors within the Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated segments, including company tractors and tractors owned by independent contractors.
|
(3)
|
Consolidated "Average tractors" reflect Knight's actual average tractors for full-year 2017 and Swift's average tractors pro-rated for the portion of the year for which its results of operations are reported following the close of the 2017 Merger.
|
•
|
$95.7 million in operating income from Swift's results from the September 9, 2017 through December 31, 2017 period;
|
•
|
$364.2 million income tax benefit, representing management's estimate of the net impact of the Tax Cuts and Jobs Act enacted during the fourth quarter of 2017;
|
•
|
improvements in average revenue per tractor;
|
•
|
a $16.7 million impairment related to the termination of Swift's implementation of its ERP system; and
|
•
|
merger-related expenses associated with the 2017 Merger, including $16.5 million related to incurred legal and professional fees, $5.6 million for merger-related bonuses and accelerated stock-based compensation expense, $0.9 million merger-related statutory filings and $0.1 million in driving associate-incentive expenses.
|
•
|
a $7.2 million decrease in gain on sale of equipment;
|
•
|
a $4.1 million decrease in gain on sale of available-for-sale securities;
|
•
|
a $3.6 million decrease in the positive effects of the effective tax rate on net income; and
|
•
|
a $4.7 million decrease in settlement expense for certain class action lawsuits.
|
Results of Operations — Segment Review
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Total revenue:
|
(Dollars in thousands)
|
|||||||||||||||||||
Knight – Trucking
|
$
|
906,484
|
|
|
37.4
|
%
|
|
$
|
900,368
|
|
|
80.5
|
%
|
|
$
|
952,098
|
|
|
80.5
|
%
|
Knight – Logistics
|
$
|
234,155
|
|
|
9.7
|
%
|
|
$
|
226,912
|
|
|
20.3
|
%
|
|
$
|
249,365
|
|
|
21.1
|
%
|
Swift – Truckload
|
$
|
609,112
|
|
|
25.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Dedicated
|
$
|
200,628
|
|
|
8.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Refrigerated
|
$
|
254,102
|
|
|
10.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Intermodal
|
$
|
130,441
|
|
|
5.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Subtotal
|
$
|
2,334,922
|
|
|
96.4
|
%
|
|
$
|
1,127,280
|
|
|
100.8
|
%
|
|
$
|
1,201,463
|
|
|
101.6
|
%
|
Non-reportable segments
|
$
|
115,530
|
|
|
4.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Intersegment eliminations
|
$
|
(24,999
|
)
|
|
(1.2
|
)%
|
|
$
|
(9,246
|
)
|
|
(0.8
|
)%
|
|
$
|
(18,499
|
)
|
|
(1.6
|
)%
|
Total revenue
|
$
|
2,425,453
|
|
|
100.0
|
%
|
|
$
|
1,118,034
|
|
|
100.0
|
%
|
|
$
|
1,182,964
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Operating income (loss):
|
(Dollars in thousands)
|
|||||||||||||||||||
Knight – Trucking
(1)
|
$
|
92,298
|
|
|
46.0
|
%
|
|
$
|
136,229
|
|
|
91.7
|
%
|
|
$
|
162,143
|
|
|
91.1
|
%
|
Knight – Logistics
|
$
|
12,600
|
|
|
6.3
|
%
|
|
$
|
12,250
|
|
|
8.3
|
%
|
|
$
|
15,857
|
|
|
8.9
|
%
|
Swift – Truckload
|
$
|
74,924
|
|
|
37.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Dedicated
|
$
|
22,410
|
|
|
11.2
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Refrigerated
|
$
|
13,626
|
|
|
6.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Intermodal
|
$
|
5,977
|
|
|
3.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Subtotal
|
$
|
221,835
|
|
|
110.6
|
%
|
|
$
|
148,479
|
|
|
100.0
|
%
|
|
$
|
178,000
|
|
|
100.0
|
%
|
Non-reportable segments
|
$
|
(21,205
|
)
|
|
(10.6
|
)%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Operating income
|
$
|
200,630
|
|
|
100.0
|
%
|
|
$
|
148,479
|
|
|
100.0
|
%
|
|
$
|
178,000
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
2017 operating income for the Knight Trucking segment includes $23.1 million in 2017 Merger-related costs, which are discussed under "Summarized Results of Consolidated Operations and Financial Condition," above.
|
(1)
|
Defined under "Operating Statistics," above.
|
(2)
|
Includes 4,142 company-owned tractors with an average age of 2.6 years in 2017, 4,286 company-owned tractors with an average age of 1.9 years in 2016, and 4,363 company owned-tractors with an average age of 1.7 years in 2015.
|
(3)
|
The average age of the trailer fleet was 4.0 years in 2017, 4.4 years in 2016, and 4.4 years in 2015.
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands, except per load data)
|
|
Increase (decrease)
|
||||||||||||||
Total revenue
|
$
|
234,155
|
|
|
$
|
226,912
|
|
|
$
|
249,365
|
|
|
3.2
|
%
|
|
(9.0
|
) %
|
Revenue, net of intersegment transactions
|
$
|
227,952
|
|
|
$
|
217,790
|
|
|
$
|
231,029
|
|
|
4.7
|
%
|
|
(5.7
|
) %
|
Operating income
|
$
|
12,600
|
|
|
$
|
12,250
|
|
|
$
|
15,857
|
|
|
2.9
|
%
|
|
(22.7
|
) %
|
Revenue per load – Brokerage only
|
$
|
1,357
|
|
|
$
|
1,275
|
|
|
$
|
1,509
|
|
|
6.4
|
%
|
|
(15.5
|
) %
|
Gross margin percentage
(1)
– Brokerage only
|
15.4
|
%
|
|
16.5
|
%
|
|
15.9
|
%
|
|
(110
|
) bps
|
|
60
|
bps
|
|||
GAAP: Operating ratio
(1)
|
94.6
|
%
|
|
94.6
|
%
|
|
93.6
|
%
|
|
—
|
|
|
100
|
bps
|
|||
Non-GAAP: Adjusted Operating Ratio
(1)
|
94.5
|
%
|
|
94.4
|
%
|
|
93.1
|
%
|
|
10
|
bps
|
|
130
|
bps
|
(1)
|
Defined under "Operating Statistics," above.
|
|
September 9, 2017 – December 31, 2017
|
||||||||||||||
|
Swift
|
|
Swift
|
|
Swift
|
|
Swift
|
||||||||
|
Truckload
|
|
Dedicated
|
|
Refrigerated
|
|
Intermodal
|
||||||||
|
(Dollars in thousands, except per tractor and per load data)
|
||||||||||||||
Total revenue
|
$
|
609,112
|
|
|
$
|
200,628
|
|
|
$
|
254,102
|
|
|
$
|
130,441
|
|
Revenue, net of fuel surcharge
|
$
|
536,848
|
|
|
$
|
179,847
|
|
|
$
|
229,826
|
|
|
$
|
112,865
|
|
Operating income
|
$
|
74,924
|
|
|
$
|
22,410
|
|
|
$
|
13,626
|
|
|
$
|
5,977
|
|
Average revenue per tractor
(1)
|
$
|
196,864
|
|
|
$
|
187,928
|
|
|
$
|
194,933
|
|
|
N/A
|
|
|
Average revenue per load
(1)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,882
|
|
|||
GAAP: Operating ratio
(1)
|
87.7
|
%
|
|
88.8
|
%
|
|
94.6
|
%
|
|
95.4
|
%
|
||||
Non-GAAP: Adjusted Operating Ratio
(1)
|
86.0
|
%
|
|
87.5
|
%
|
|
94.1
|
%
|
|
94.7
|
%
|
||||
Non-paid empty miles percentage
(1)
|
13.2
|
%
|
|
17.4
|
%
|
|
7.1
|
%
|
|
N/A
|
|
||||
Average length of haul (miles)
(1)
|
610
|
|
|
191
|
|
|
394
|
|
|
N/A
|
|
||||
Average tractors
(1) (2)
|
2,727
|
|
|
957
|
|
|
1,179
|
|
|
166
|
|
||||
Average trailers (containers for Intermodal)
(1) (2)
|
11,176
|
|
|
4,667
|
|
|
1,353
|
|
|
9,122
|
|
(1)
|
Defined under "Operating Statistics," above.
|
(2)
|
"Average tractors" reflect Swift's average tractors pro-rated for the portion of the year for which its results of operations are reported following the close of the 2017 Merger.
|
Results of Operations — Consolidated Operating and Other Expenses
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Salaries, wages, and benefits
|
$
|
688,543
|
|
|
$
|
333,929
|
|
|
$
|
334,069
|
|
|
106.2
|
%
|
|
—
|
|
% of total revenue
|
28.4
|
%
|
|
29.9
|
%
|
|
28.2
|
%
|
|
(150 bps)
|
|
|
170
|
bps
|
|||
% of revenue before fuel surcharge
|
31.6
|
%
|
|
32.5
|
%
|
|
31.5
|
%
|
|
(90 bps)
|
|
|
100
|
bps
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Fuel
|
$
|
274,956
|
|
|
$
|
129,696
|
|
|
$
|
152,752
|
|
|
112.0
|
%
|
|
(15.1
|
%)
|
% of total revenue
|
11.3
|
%
|
|
11.6
|
%
|
|
12.9
|
%
|
|
(30 bps)
|
|
|
(130 bps)
|
|
|||
% of revenue before fuel surcharge
|
12.6
|
%
|
|
12.6
|
%
|
|
14.4
|
%
|
|
—
|
|
|
(180 bps)
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Operations and maintenance
|
$
|
164,307
|
|
|
$
|
76,246
|
|
|
$
|
80,855
|
|
|
115.5
|
%
|
|
(5.7
|
%)
|
% of total revenue
|
6.8
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
|
—
|
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
7.5
|
%
|
|
7.4
|
%
|
|
7.6
|
%
|
|
10
|
bps
|
|
(20 bps)
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Insurance and claims
|
$
|
95,199
|
|
|
$
|
34,441
|
|
|
$
|
33,632
|
|
|
176.4
|
%
|
|
2.4
|
%
|
% of total revenue
|
3.9
|
%
|
|
3.1
|
%
|
|
2.9
|
%
|
|
80
|
bps
|
|
20
|
bps
|
|||
% of revenue before fuel surcharge
|
4.4
|
%
|
|
3.3
|
%
|
|
3.2
|
%
|
|
110
|
bps
|
|
10
|
bps
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Operating taxes and licenses
|
$
|
40,544
|
|
|
$
|
18,728
|
|
|
$
|
18,911
|
|
|
116.5
|
%
|
|
(1.0
|
%)
|
% of total revenue
|
1.7
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
|
10
|
bps
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
1.9
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
|
10
|
bps
|
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Communications
|
$
|
10,691
|
|
|
$
|
4,182
|
|
|
$
|
4,095
|
|
|
155.6
|
%
|
|
2.1
|
%
|
% of total revenue
|
0.4
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
|
—
|
|
|
10
|
bps
|
|||
% of revenue before fuel surcharge
|
0.5
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
10
|
bps
|
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Depreciation and amortization of property and equipment
|
$
|
193,733
|
|
|
$
|
115,660
|
|
|
$
|
110,523
|
|
|
67.5
|
%
|
|
4.6
|
%
|
% of total revenue
|
8.0
|
%
|
|
10.3
|
%
|
|
9.3
|
%
|
|
(230 bps)
|
|
|
100
|
bps
|
|||
% of revenue before fuel surcharge
|
8.9
|
%
|
|
11.2
|
%
|
|
10.4
|
%
|
|
(230 bps)
|
|
|
80
|
bps
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Amortization of intangibles
|
$
|
13,372
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
2,574.4
|
%
|
|
—
|
|
% of total revenue
|
0.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
60
|
bps
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
0.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
60
|
bps
|
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Rental expense
|
$
|
74,224
|
|
|
$
|
5,036
|
|
|
$
|
4,695
|
|
|
1,373.9
|
%
|
|
7.3
|
%
|
% of total revenue
|
3.1
|
%
|
|
0.5
|
%
|
|
0.4
|
%
|
|
260
|
bps
|
|
10
|
bps
|
|||
% of revenue before fuel surcharge
|
3.4
|
%
|
|
0.5
|
%
|
|
0.4
|
%
|
|
290
|
bps
|
|
10
|
bps
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Purchased transportation
|
$
|
594,113
|
|
|
$
|
233,863
|
|
|
$
|
246,864
|
|
|
154.0
|
%
|
|
(5.3
|
%)
|
% of total revenue
|
24.5
|
%
|
|
20.9
|
%
|
|
20.9
|
%
|
|
360
|
bps
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
27.3
|
%
|
|
22.7
|
%
|
|
23.3
|
%
|
|
460
|
bps
|
|
(60 bps)
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Impairments
|
$
|
16,844
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
% of total revenue
|
0.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
70
|
bps
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
0.8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
80
|
bps
|
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Miscellaneous operating expenses, net
|
$
|
41,781
|
|
|
$
|
17,274
|
|
|
$
|
18,068
|
|
|
141.9
|
%
|
|
(4.4
|
%)
|
% of total revenue
|
1.7
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|
20
|
bps
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
1.9
|
%
|
|
1.7
|
%
|
|
1.7
|
%
|
|
20
|
bps
|
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Merger-related costs
|
$
|
16,516
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
% of total revenue
|
0.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
70
|
bps
|
|
—
|
|
|||
% of revenue before fuel surcharge
|
0.8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
80
|
bps
|
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||
|
(Dollars in thousands)
|
|
Increase (decrease)
|
||||||||||||||
Interest income
|
$
|
1,207
|
|
|
$
|
309
|
|
|
$
|
460
|
|
|
290.6
|
%
|
|
(32.8
|
%)
|
Interest expense
|
$
|
(8,686
|
)
|
|
$
|
(897
|
)
|
|
$
|
(998
|
)
|
|
868.3
|
%
|
|
(10.1
|
%)
|
Other income, net
|
$
|
558
|
|
|
$
|
4,939
|
|
|
$
|
9,042
|
|
|
(88.7
|
%)
|
|
(45.4
|
%)
|
Income tax benefit (expense)
|
$
|
291,716
|
|
|
$
|
(57,592
|
)
|
|
$
|
(68,047
|
)
|
|
(606.5
|
%)
|
|
(15.4
|
%)
|
Non-GAAP Financial Measures
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
GAAP: Net income attributable to Knight-Swift
|
$
|
484,292
|
|
|
$
|
93,863
|
|
|
$
|
116,718
|
|
|
$
|
102,862
|
|
|
$
|
69,282
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income tax (benefit) expense attributable to Knight-Swift
|
(291,716
|
)
|
|
57,592
|
|
|
68,047
|
|
|
67,809
|
|
|
46,680
|
|
|||||
Income before income taxes attributable to Knight-Swift
|
192,576
|
|
|
151,455
|
|
|
184,765
|
|
|
170,671
|
|
|
115,962
|
|
|||||
Impairments
(1)
|
16,844
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accruals for class action lawsuits
(2)
|
1,900
|
|
|
2,450
|
|
|
7,163
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of 2017 Merger intangibles
(3)
|
12,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other merger-related operating expenses
(4)
|
6,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Merger-related costs
(5)
|
16,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted income before income taxes
|
247,304
|
|
|
153,905
|
|
|
191,928
|
|
|
170,671
|
|
|
115,962
|
|
|||||
Provision for income tax expense at effective rate
(6)
|
(92,739
|
)
|
|
(58,532
|
)
|
|
(70,815
|
)
|
|
(67,809
|
)
|
|
(46,680
|
)
|
|||||
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift
|
$
|
154,565
|
|
|
$
|
95,373
|
|
|
$
|
121,113
|
|
|
$
|
102,862
|
|
|
$
|
69,282
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
GAAP: Diluted earnings per share
|
$
|
4.34
|
|
|
$
|
1.16
|
|
|
$
|
1.42
|
|
|
$
|
1.25
|
|
|
$
|
0.86
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax (benefit) expense attributable to Knight-Swift
|
(2.61
|
)
|
|
0.71
|
|
|
0.83
|
|
|
0.83
|
|
|
0.58
|
|
|||||
Income before income taxes attributable to Knight-Swift
|
1.72
|
|
|
1.86
|
|
|
2.24
|
|
|
2.08
|
|
|
1.44
|
|
|||||
Impairments
(1)
|
0.15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accruals for class action lawsuits
(2)
|
0.02
|
|
|
0.03
|
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of 2017 Merger intangibles
(3)
|
0.12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other merger-related operating expenses
(4)
|
0.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Merger-related costs
(5)
|
0.15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted income before income taxes
|
2.21
|
|
|
1.89
|
|
|
2.33
|
|
|
2.08
|
|
|
1.44
|
|
|||||
Provision for income tax expense at effective rate
(6)
|
(0.83
|
)
|
|
(0.72
|
)
|
|
(0.86
|
)
|
|
(0.83
|
)
|
|
(0.58
|
)
|
|||||
Non-GAAP: Adjusted EPS
|
$
|
1.38
|
|
|
$
|
1.17
|
|
|
$
|
1.47
|
|
|
$
|
1.25
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Impairment related to the termination of Swift's implementation of a new ERP system during the quarter ended September 30, 2017. Additionally, during the quarter ended December 31, 2017, management reassessed the fair value of certain tractors within the Company's leasing subsidiary, Interstate Equipment Leasing, LLC, determining that there was a pre-tax impairment loss.
|
(2)
|
In 2017, 2016 and 2015, we accrued expenses incurred related to certain class action lawsuits involving employment-related claims.
|
(3)
|
"Amortization of 2017 Merger intangibles" specifically reflects the non-cash amortization expense relating to certain intangible assets identified in the 2017 Merger. Certain data necessary to complete the purchase price allocation is open for adjustments during the measurement period, and includes, but is not limited to,
the finalization of certain identified contingent liabilities and the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed and assessment of other tax related items.
We believe the estimates used are reasonable but are subject to change as additional information becomes available.
|
(4)
|
"Other merger-related operating expenses" represent one-time expenses associated with the 2017 Merger, including acceleration of stock compensation expense, bonuses, and other operating expenses.
|
(5)
|
Knight-Swift incurred certain merger-related expenses associated with the 2017 Merger, consisting of legal and professional fees.
|
(6)
|
For 2017, a normalized effective tax rate of 37.5% was utilized to calculate "Provision for income tax expense at effective rate," as the actual effective tax rate for the year includes a significant income tax benefit representing management's estimate of the net impact of the Tax Cuts and Jobs Act passed during the fourth quarter of 2017.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
GAAP Presentation
|
(Dollars in thousands)
|
||||||||||||||||||
Total revenue
|
$
|
2,425,453
|
|
|
$
|
1,118,034
|
|
|
$
|
1,182,964
|
|
|
$
|
1,102,332
|
|
|
$
|
969,237
|
|
Total operating expenses
|
(2,224,823
|
)
|
|
(969,555
|
)
|
|
(1,004,964
|
)
|
|
(939,610
|
)
|
|
(855,328
|
)
|
|||||
Operating income
|
$
|
200,630
|
|
|
$
|
148,479
|
|
|
$
|
178,000
|
|
|
$
|
162,722
|
|
|
$
|
113,909
|
|
Operating ratio
|
91.7
|
%
|
|
86.7
|
%
|
|
85.0
|
%
|
|
85.2
|
%
|
|
88.2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP Presentation
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
2,425,453
|
|
|
$
|
1,118,034
|
|
|
$
|
1,182,964
|
|
|
$
|
1,102,332
|
|
|
$
|
969,237
|
|
Fuel surcharge
|
(245,580
|
)
|
|
(89,886
|
)
|
|
(121,225
|
)
|
|
(176,347
|
)
|
|
(177,386
|
)
|
|||||
Revenue before fuel surcharge
|
2,179,873
|
|
|
1,028,148
|
|
|
1,061,739
|
|
|
925,985
|
|
|
791,851
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating expenses
|
2,224,823
|
|
|
969,555
|
|
|
1,004,964
|
|
|
939,610
|
|
|
855,328
|
|
|||||
Adjusted for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel surcharge
|
(245,580
|
)
|
|
(89,886
|
)
|
|
(121,225
|
)
|
|
(176,347
|
)
|
|
(177,386
|
)
|
|||||
Impairments
(1)
|
(16,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accruals for class action lawsuits
(2)
|
(1,900
|
)
|
|
(2,450
|
)
|
|
(7,163
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization of 2017 Merger intangibles
(3)
|
(12,872
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other merger-related operating expenses
(4)
|
(6,596
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Merger-related costs
(5)
|
(16,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted Operating Expenses
|
1,924,515
|
|
|
877,219
|
|
|
876,576
|
|
|
763,263
|
|
|
677,942
|
|
|||||
Adjusted Operating Income
|
$
|
255,358
|
|
|
$
|
150,929
|
|
|
$
|
185,163
|
|
|
$
|
162,722
|
|
|
$
|
113,909
|
|
Adjusted Operating Ratio
|
88.3
|
%
|
|
85.3
|
%
|
|
82.6
|
%
|
|
82.4
|
%
|
|
85.6
|
%
|
(1)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote (1).
|
(2)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote (2).
|
(3)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote
(3).
|
(4)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote
(4).
|
(5)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote
(5).
|
|
2017
|
|
2016
|
|
2015
|
||||||
GAAP Presentation
|
(Dollars in thousands)
|
||||||||||
Total revenue
|
$
|
906,484
|
|
|
$
|
900,368
|
|
|
$
|
952,098
|
|
Total operating expenses
|
(814,186
|
)
|
|
(764,139
|
)
|
|
(789,955
|
)
|
|||
Operating income
|
$
|
92,298
|
|
|
$
|
136,229
|
|
|
$
|
162,143
|
|
Operating ratio
|
89.8
|
%
|
|
84.9
|
%
|
|
83.0
|
%
|
|||
|
|
|
|
|
|
||||||
Non-GAAP Presentation
|
|
|
|
||||||||
Total revenue
|
$
|
906,484
|
|
|
$
|
900,368
|
|
|
$
|
952,098
|
|
Fuel surcharge
|
(108,649
|
)
|
|
(89,886
|
)
|
|
(121,225
|
)
|
|||
Intersegment transactions
|
(129
|
)
|
|
(124
|
)
|
|
(163
|
)
|
|||
Revenue, net of fuel surcharge and intersegment transactions
|
797,706
|
|
|
810,358
|
|
|
830,710
|
|
|||
|
|
|
|
|
|
||||||
Total operating expenses
|
814,186
|
|
|
764,139
|
|
|
789,955
|
|
|||
Adjusted for:
|
|
|
|
|
|
||||||
Fuel surcharge
|
(108,649
|
)
|
|
(89,886
|
)
|
|
(121,225
|
)
|
|||
Intersegment transactions
|
(129
|
)
|
|
(124
|
)
|
|
(163
|
)
|
|||
Accruals for class action lawsuits
(1)
|
(1,900
|
)
|
|
(2,450
|
)
|
|
(7,163
|
)
|
|||
Other merger-related operating expenses
(2)
|
(6,596
|
)
|
|
—
|
|
|
—
|
|
|||
Merger-related costs
(3)
|
(16,516
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted Operating Expenses
|
680,396
|
|
|
671,679
|
|
|
661,404
|
|
|||
Adjusted Operating Income
|
$
|
117,310
|
|
|
$
|
138,679
|
|
|
$
|
169,306
|
|
Adjusted Operating Ratio
|
85.3
|
%
|
|
82.9
|
%
|
|
79.6
|
%
|
(1)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote (2).
|
(2)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote (4).
|
(3)
|
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote
(5).
|
|
2017
|
|
2016
|
|
2015
|
||||||
GAAP Presentation
|
(Dollars in thousands)
|
||||||||||
Total revenue
|
$
|
234,155
|
|
|
$
|
226,912
|
|
|
$
|
249,365
|
|
Total operating expenses
|
(221,555
|
)
|
|
(214,662
|
)
|
|
(233,508
|
)
|
|||
Operating income
|
$
|
12,600
|
|
|
$
|
12,250
|
|
|
$
|
15,857
|
|
Operating ratio
|
94.6
|
%
|
|
94.6
|
%
|
|
93.6
|
%
|
|||
|
|
|
|
|
|
||||||
Non-GAAP Presentation
|
|
|
|
|
|
||||||
Total revenue
|
$
|
234,155
|
|
|
$
|
226,912
|
|
|
$
|
249,365
|
|
Intersegment transactions
|
(6,203
|
)
|
|
(9,122
|
)
|
|
(18,336
|
)
|
|||
Revenue, net of intersegment transactions
|
227,952
|
|
|
217,790
|
|
|
231,029
|
|
|||
|
|
|
|
|
|
||||||
Total operating expenses
|
221,555
|
|
|
214,662
|
|
|
233,508
|
|
|||
Adjusted for:
|
|
|
|
|
|
||||||
Intersegment transactions
|
(6,203
|
)
|
|
(9,122
|
)
|
|
(18,336
|
)
|
|||
Adjusted Operating Expenses
|
215,352
|
|
|
205,540
|
|
|
215,172
|
|
|||
Adjusted Operating Income
|
$
|
12,600
|
|
|
$
|
12,250
|
|
|
$
|
15,857
|
|
Adjusted Operating Ratio
|
94.5
|
%
|
|
94.4
|
%
|
|
93.1
|
%
|
|
September 9, 2017 — December 31, 2017
|
||||||||||||||
|
Swift
|
|
Swift
|
|
Swift
|
|
Swift
|
||||||||
|
Truckload
|
|
Dedicated
|
|
Refrigerated
|
|
Intermodal
|
||||||||
GAAP Presentation
|
(Dollars in thousands)
|
||||||||||||||
Total revenue
|
$
|
609,112
|
|
|
$
|
200,628
|
|
|
$
|
254,102
|
|
|
$
|
130,441
|
|
Total operating expenses
|
(534,188
|
)
|
|
(178,218
|
)
|
|
(240,476
|
)
|
|
(124,464
|
)
|
||||
Operating income
|
$
|
74,924
|
|
|
$
|
22,410
|
|
|
$
|
13,626
|
|
|
$
|
5,977
|
|
Operating ratio
|
87.7
|
%
|
|
88.8
|
%
|
|
94.6
|
%
|
|
95.4
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-GAAP Presentation
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
609,112
|
|
|
$
|
200,628
|
|
|
$
|
254,102
|
|
|
$
|
130,441
|
|
Fuel surcharge
|
(72,264
|
)
|
|
(20,781
|
)
|
|
(24,276
|
)
|
|
(17,576
|
)
|
||||
Revenue, net of fuel surcharge
|
536,848
|
|
|
179,847
|
|
|
229,826
|
|
|
112,865
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total operating expenses
|
534,188
|
|
|
178,218
|
|
|
240,476
|
|
|
124,464
|
|
||||
Adjusted for:
|
|
|
|
|
|
|
|
||||||||
Fuel surcharge
|
(72,264
|
)
|
|
(20,781
|
)
|
|
(24,276
|
)
|
|
(17,576
|
)
|
||||
Adjusted Operating Expenses
|
461,924
|
|
|
157,437
|
|
|
216,200
|
|
|
106,888
|
|
||||
Adjusted Operating Income
|
$
|
74,924
|
|
|
$
|
22,410
|
|
|
$
|
13,626
|
|
|
$
|
5,977
|
|
Adjusted Operating Ratio
|
86.0
|
%
|
|
87.5
|
%
|
|
94.1
|
%
|
|
94.7
|
%
|
Liquidity and Capital Resources
|
Source:
|
|
Amount
|
||
|
|
(In thousands)
|
||
Cash and cash equivalents, excluding restricted cash
|
|
$
|
76,649
|
|
Availability under Revolver, due July 2020
(1)
|
|
552,748
|
|
|
Availability under 2015 RSA, due January 2019
(2)
|
|
12,600
|
|
|
Total unrestricted liquidity
|
|
$
|
641,997
|
|
Restricted cash and cash equivalents
(3)
|
|
76,971
|
|
|
Restricted investments, held to maturity, amortized cost
(3)
|
|
22,232
|
|
|
Total liquidity, including restricted cash and restricted investments
|
|
$
|
741,200
|
|
|
|
|
(1)
|
As of
December 31, 2017
, we had
$125.0 million
in borrowings under our
$800.0 million
Revolver. We additionally had
$122.3 million
in outstanding letters of credit (discussed below), leaving
$552.7 million
available under the Revolver.
|
(2)
|
Based on eligible receivables at
December 31, 2017
, our borrowing base for the 2015 RSA was
$317.6 million
, while outstanding borrowings were
$305.0 million
.
|
(3)
|
Restricted cash and restricted investments are primarily held by our captive insurance companies for claims payments. "Restricted cash and cash equivalents" consists of
$73.7 million
is included in "Cash and cash equivalents — restricted" in the consolidated balance sheet and is held by Mohave and Red Rock for claims payments. The remaining
$3.3 million
is included in "Other long-term assets and restricted cash and other investments" and is held in escrow accounts to meet statutory requirements.
|
•
|
$364.4 million
: Term Loan, due October 2020, net of
$0.6 million
deferred loan costs
|
•
|
$305.0 million
: 2015 RSA outstanding borrowings, due January 2019
|
•
|
$176.1 million
: Capital lease obligations
|
•
|
$125.0 million
: Revolver, due October 2022
|
•
|
$0.4 million
: Other
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Gross value of revenue equipment acquired with:
|
|
|
|
|
|
||||||
Capital leases
|
$
|
15,020
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
2,489
|
|
|
1,716
|
|
|
5,093
|
|
|||
|
|
|
|
|
|
||||||
Originating value of terminated revenue equipment leases:
|
|
|
|
|
|
||||||
Capital leases
|
$
|
4,714
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
73,437
|
|
|
—
|
|
|
—
|
|
Contractual Obligations
|
|
|
|
Payments Due By Period
|
||||||||||||||||
|
Total
|
|
1 Year or Less
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt obligations
(1)
|
$
|
365,446
|
|
|
$
|
30
|
|
|
$
|
365,416
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revolving line of credit
(1)
|
125,000
|
|
|
—
|
|
|
125,000
|
|
|
—
|
|
|
—
|
|
|||||
2015 RSA
(1)
|
305,000
|
|
|
—
|
|
|
305,000
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
(2)
|
176,104
|
|
|
48,972
|
|
|
69,584
|
|
|
47,219
|
|
|
10,329
|
|
|||||
Interest obligations
(3)
|
54,979
|
|
|
25,353
|
|
|
26,880
|
|
|
2,156
|
|
|
590
|
|
|||||
Operating lease obligations
(4)
|
480,300
|
|
|
180,777
|
|
|
199,532
|
|
|
63,034
|
|
|
36,957
|
|
|||||
Purchase obligations
(5)
|
235,609
|
|
|
235,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment commitments
(6)
|
3,814
|
|
|
2,213
|
|
|
1,401
|
|
|
100
|
|
|
100
|
|
|||||
ERP obligation
(7)
|
5,144
|
|
|
—
|
|
|
1,880
|
|
|
3,264
|
|
|
—
|
|
|||||
Dividend payable
|
1,578
|
|
|
303
|
|
|
503
|
|
|
518
|
|
|
254
|
|
|||||
Total contractual obligations
|
$
|
1,752,974
|
|
|
$
|
493,257
|
|
|
$
|
1,095,196
|
|
|
$
|
116,291
|
|
|
$
|
48,230
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents borrowings owed at
December 31, 2017
. Interest rates vary.
|
(2)
|
Represents principal payments owed at
December 31, 2017
. The borrowing consists of capital leases with finance companies, fixed borrowing amounts, and fixed interest rates, as set forth on each applicable lease schedule. Accordingly, interest on each lease varies between schedules. The Company's capital leases are typically structured
with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers.
|
(3)
|
Represents interest obligations on long-term debt, the 2015 RSA, and capital lease obligations. For variable rate debt, the interest rate in effect as of
December 31, 2017
was utilized. The table assumes long-term debt and the 2015 RSA are held to maturity.
|
(4)
|
Represents future monthly rental payment obligations, which include an interest element, under operating leases for tractors, trailers, chassis, and facilities. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers.
|
(5)
|
Represents purchase obligations for revenue equipment, facilities, and non-revenue equipment, of which a significant portion is expected to be purchased with cash, to the extent available, as well as borrowings under the Revolver. Refer to Note 18 in Part II, Item 8 of this Annual Report for additional information regarding our purchase commitments.
|
Off Balance Sheet Arrangements
|
Cash Flow Analysis
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
(In thousands)
|
|
Increase (decrease) in thousands
|
||||||||||||||||
Net cash provided by operating activities
|
$
|
318,569
|
|
|
$
|
243,354
|
|
|
$
|
205,765
|
|
|
$
|
75,215
|
|
|
$
|
37,589
|
|
Net cash used in investing activities
|
(273,941
|
)
|
|
(101,020
|
)
|
|
(138,335
|
)
|
|
(172,921
|
)
|
|
37,315
|
|
|||||
Net cash provided by (used in) financing activities
|
24,000
|
|
|
(143,004
|
)
|
|
(75,805
|
)
|
|
167,004
|
|
|
(67,199
|
)
|
•
|
$215.5 million increase in cash capital expenditures, net of proceeds from sale and trade-in of equipment.
|
•
|
This was partially offset by a $30.0 million decrease in cash contributions to Knight's Transportation Resource Partners portfolio investments, net of proceeds received.
|
•
|
This was further offset by a $28.5 million increase in cash Knight received in association with the 2017 Merger.
|
•
|
$76.0 million decrease in repayments on the previous Knight Revolver
|
•
|
$40.0 million in borrowings under the 2015 RSA
|
•
|
Cash Flow Impact of the 2017 Debt Agreement:
The 2017 Debt Agreement includes an $800.0 million Revolver and a $400.0 million Term Loan. Upon closing in September 2017, the proceeds from the Term Loan, an $85.0 million draw on the Revolver and $3.4 million cash on hand were used to pay off the then-outstanding balances, accrued interest, and fees under the 2015 Debt Agreement, as well as certain transactional fees and expenses associated with the 2017 Debt Agreement.
|
•
|
$39.9 million decrease in repurchases of Knight's common stock.
|
•
|
In 2016 and 2015, Knight had net payments on the previous Knight Revolver of $94.0 million and $22.4 million, respectively.
|
•
|
Knight repurchased $39.9 million of its common stock on the open market in 2016 and $45.3 million in 2015.
|
•
|
Proceeds from exercises of stock options were $13.2 million in 2016 and $9.9 million in 2015.
|
•
|
Knight returned $19.6 million in 2016 and $19.9 million in 2015 to its stockholders by way of dividends.
|
Inflation
|
Critical Accounting Estimates
|
Recently Issued Accounting Pronouncements
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Audited Financial Statements of Knight-Swift Transportation Holdings Inc.
|
|
|
|
Index to Consolidated Financial Statements
|
|
|
|
Consolidated Financial Statements
|
Page
|
|
|
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Note 1
|
||
|
|
|
Note 2
|
||
|
|
|
Note 3
|
||
|
|
|
Note 4
|
||
|
|
|
Note 5
|
||
|
|
|
Note 6
|
||
|
|
|
Note 7
|
||
|
|
|
Note 8
|
||
|
|
|
Note 9
|
||
|
|
|
Note 10
|
||
|
|
|
Note 11
|
||
|
|
|
Note 12
|
||
|
|
|
Note 13
|
||
|
|
|
Note 14
|
||
|
|
|
Note 15
|
||
|
|
|
Note 16
|
||
|
|
|
Note 17
|
||
|
|
|
Note 18
|
||
|
|
|
Note 19
|
||
|
|
|
Note 20
|
||
|
|
|
Note 21
|
||
|
|
|
Note 22
|
||
|
|
|
Note 23
|
||
|
|
|
Note 24
|
||
|
|
|
Note 25
|
||
|
|
|
Note 26
|
||
|
|
Consolidated Balance Sheets
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
(In thousands, except per share data)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
76,649
|
|
|
$
|
8,021
|
|
Cash and cash equivalents — restricted
|
73,657
|
|
|
—
|
|
||
Restricted investments, held to maturity, amortized cost
|
22,232
|
|
|
—
|
|
||
Trade receivables, net of allowance for doubtful accounts of $14,829 and $2,727, respectively
|
574,265
|
|
|
133,846
|
|
||
Equipment sales receivables
|
8,925
|
|
|
8,321
|
|
||
Notes receivable, net
|
4,742
|
|
|
560
|
|
||
Prepaid expenses
|
58,525
|
|
|
13,244
|
|
||
Assets held for sale
|
25,153
|
|
|
9,634
|
|
||
Income tax receivable
|
55,114
|
|
|
8,406
|
|
||
Other current assets
|
23,945
|
|
|
8,159
|
|
||
Total current assets
|
923,207
|
|
|
190,191
|
|
||
Property and equipment:
|
|
|
|
||||
Revenue equipment
|
2,197,158
|
|
|
910,042
|
|
||
Land and land improvements
|
216,676
|
|
|
54,106
|
|
||
Buildings and building improvements
|
357,409
|
|
|
145,866
|
|
||
Furniture and fixtures
|
43,131
|
|
|
20,241
|
|
||
Shop and service equipment
|
22,864
|
|
|
16,859
|
|
||
Leasehold improvements
|
9,905
|
|
|
4,735
|
|
||
Total property and equipment
|
2,847,143
|
|
|
1,151,849
|
|
||
Less: accumulated depreciation and amortization
|
(462,922
|
)
|
|
(348,991
|
)
|
||
Property and equipment, net
|
2,384,221
|
|
|
802,858
|
|
||
Notes receivable, long-term
|
11,060
|
|
|
3,047
|
|
||
Goodwill
|
2,887,867
|
|
|
47,031
|
|
||
Intangible assets, net
|
1,440,903
|
|
|
2,575
|
|
||
Other long-term assets, restricted cash, and investments
|
36,184
|
|
|
32,823
|
|
||
Total assets
|
$
|
7,683,442
|
|
|
$
|
1,078,525
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
119,867
|
|
|
$
|
18,006
|
|
Accrued payroll and purchased transportation
|
107,017
|
|
|
25,017
|
|
||
Accrued liabilities
|
186,076
|
|
|
16,722
|
|
||
Claims accruals – current portion
|
147,285
|
|
|
18,633
|
|
||
Long-term debt – current portion
|
30
|
|
|
—
|
|
||
Capital lease obligations – current portion
|
48,972
|
|
|
—
|
|
||
Dividend payable – current portion
|
303
|
|
|
272
|
|
||
Total current liabilities
|
609,550
|
|
|
78,650
|
|
||
Revolving line of credit
|
125,000
|
|
|
18,000
|
|
||
Long-term debt – less current portion
|
364,771
|
|
|
—
|
|
||
Capital lease obligations – less current portion
|
127,132
|
|
|
—
|
|
||
Accounts receivable securitization
|
305,000
|
|
|
—
|
|
||
Claims accruals – less current portion
|
206,144
|
|
|
13,290
|
|
||
Deferred tax liabilities
|
679,077
|
|
|
178,000
|
|
||
Long-term dividend payable and other long-term liabilities
|
26,398
|
|
|
1,854
|
|
||
Total liabilities
|
2,443,072
|
|
|
289,794
|
|
||
Commitments and contingencies (notes 17, 18, and 19)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Class A common stock, par value $0.01 per share; 500,000 shares authorized; 177,998 and 80,229 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively
|
1,780
|
|
|
802
|
|
||
Class B common stock, par value $0.01 per share; Authorized 250,000 shares; none issued
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
4,219,214
|
|
|
223,267
|
|
||
Retained earnings
|
1,016,738
|
|
|
562,404
|
|
||
Total Knight-Swift stockholders' equity
|
5,237,732
|
|
|
786,473
|
|
||
Noncontrolling interest
|
2,638
|
|
|
2,258
|
|
||
Total stockholders’ equity
|
5,240,370
|
|
|
788,731
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,683,442
|
|
|
$
|
1,078,525
|
|
Consolidated Income Statements
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenue:
|
|
|
|
|
|
||||||
Revenue before fuel surcharge
|
$
|
2,179,873
|
|
|
$
|
1,028,148
|
|
|
$
|
1,061,739
|
|
Fuel surcharge
|
245,580
|
|
|
89,886
|
|
|
121,225
|
|
|||
Total revenue
|
2,425,453
|
|
|
1,118,034
|
|
|
1,182,964
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Salaries, wages, and benefits
|
688,543
|
|
|
333,929
|
|
|
334,069
|
|
|||
Fuel
|
274,956
|
|
|
129,696
|
|
|
152,752
|
|
|||
Operations and maintenance
|
164,307
|
|
|
76,246
|
|
|
80,855
|
|
|||
Insurance and claims
|
95,199
|
|
|
34,441
|
|
|
33,632
|
|
|||
Operating taxes and licenses
|
40,544
|
|
|
18,728
|
|
|
18,911
|
|
|||
Communications
|
10,691
|
|
|
4,182
|
|
|
4,095
|
|
|||
Depreciation and amortization of property and equipment
|
193,733
|
|
|
115,660
|
|
|
110,523
|
|
|||
Amortization of intangibles
|
13,372
|
|
|
500
|
|
|
500
|
|
|||
Rental expense
|
74,224
|
|
|
5,036
|
|
|
4,695
|
|
|||
Purchased transportation
|
594,113
|
|
|
233,863
|
|
|
246,864
|
|
|||
Impairments
|
16,844
|
|
|
—
|
|
|
—
|
|
|||
Miscellaneous operating expenses, net
|
41,781
|
|
|
17,274
|
|
|
18,068
|
|
|||
Merger-related costs
|
16,516
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
2,224,823
|
|
|
969,555
|
|
|
1,004,964
|
|
|||
Operating income
|
200,630
|
|
|
148,479
|
|
|
178,000
|
|
|||
Other income (expenses):
|
|
|
|
|
|
||||||
Interest income
|
1,207
|
|
|
309
|
|
|
460
|
|
|||
Interest expense
|
(8,686
|
)
|
|
(897
|
)
|
|
(998
|
)
|
|||
Other income, net
|
558
|
|
|
4,939
|
|
|
9,042
|
|
|||
Total other (expense) income, net
|
(6,921
|
)
|
|
4,351
|
|
|
8,504
|
|
|||
Income before income taxes
|
193,709
|
|
|
152,830
|
|
|
186,504
|
|
|||
Income tax (benefit) expense
|
(291,716
|
)
|
|
57,592
|
|
|
68,047
|
|
|||
Net income
|
485,425
|
|
|
95,238
|
|
|
118,457
|
|
|||
Net income attributable to noncontrolling interest
|
(1,133
|
)
|
|
(1,375
|
)
|
|
(1,739
|
)
|
|||
Net income attributable to Knight-Swift
|
$
|
484,292
|
|
|
$
|
93,863
|
|
|
$
|
116,718
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.38
|
|
|
$
|
1.17
|
|
|
$
|
1.43
|
|
Diluted
|
$
|
4.34
|
|
|
$
|
1.16
|
|
|
$
|
1.42
|
|
|
|
|
|
|
|
||||||
Dividends declared per share:
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
110,657
|
|
|
80,362
|
|
|
81,491
|
|
|||
Diluted
|
111,697
|
|
|
81,228
|
|
|
82,467
|
|
Consolidated Statements of Comprehensive Income
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
485,425
|
|
|
$
|
95,238
|
|
|
$
|
118,457
|
|
Other comprehensive income, net of income taxes:
|
|
|
|
|
|
||||||
Realized gains from available-for-sale securities reclassified to net income
(1)
|
—
|
|
|
(2,771
|
)
|
|
(5,273
|
)
|
|||
Unrealized gains (losses) from changes in fair value of available-for-sale securities
(2)
|
—
|
|
|
198
|
|
|
(4,385
|
)
|
|||
Other comprehensive income, net of income taxes:
|
—
|
|
|
(2,573
|
)
|
|
(9,658
|
)
|
|||
Comprehensive income, net of income taxes
|
485,425
|
|
|
92,665
|
|
|
108,799
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
(1,375
|
)
|
|
(1,739
|
)
|
|||
Comprehensive income attributable to Knight-Swift
|
$
|
485,425
|
|
|
$
|
91,290
|
|
|
$
|
107,060
|
|
(1)
|
Net of current income tax expense of
$1,723
and
$3,318
in 2016 and 2015, respectively.
|
(2)
|
Net of deferred income tax expense (benefit) of
$104
and
$(2,870)
in 2016 and 2015, respectively.
|
Consolidated Statements of Stockholders' Equity
|
|
Class A Common Stock |
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Knight-Swift Transportation Stockholder's Equity |
|
Noncontrolling Interest
|
|
Total Stockholders' Equity
|
|||||||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
|
|
|||||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||
Balances, December 31, 2014
|
81,842
|
|
|
$
|
818
|
|
|
$
|
185,184
|
|
|
$
|
479,527
|
|
|
$
|
12,231
|
|
|
$
|
677,760
|
|
|
$
|
1,515
|
|
|
$
|
679,275
|
|
Issuance of common stock to employees
|
720
|
|
|
8
|
|
|
9,923
|
|
|
|
|
|
|
9,931
|
|
|
|
|
9,931
|
|
||||||||||
Issuance of common stock to the board of directors
|
12
|
|
|
—
|
|
|
354
|
|
|
|
|
|
|
354
|
|
|
|
|
354
|
|
||||||||||
Company shares repurchased
|
(1,607
|
)
|
|
(16
|
)
|
|
|
|
(45,329
|
)
|
|
|
|
(45,345
|
)
|
|
|
|
(45,345
|
)
|
||||||||||
Shares withheld – restricted stock unit settlement
|
|
|
|
|
|
|
(1,843
|
)
|
|
|
|
(1,843
|
)
|
|
|
|
(1,843
|
)
|
||||||||||||
Excess tax benefit of stock option exercises
|
|
|
|
|
3,175
|
|
|
|
|
|
|
3,175
|
|
|
|
|
3,175
|
|
||||||||||||
Employee stock-based compensation expense
|
|
|
|
|
7,012
|
|
|
|
|
|
|
7,012
|
|
|
|
|
7,012
|
|
||||||||||||
Cash dividends paid and dividends accrued
|
|
|
|
|
|
|
(19,706
|
)
|
|
|
|
(19,706
|
)
|
|
|
|
(19,706
|
)
|
||||||||||||
Net income attributable to Knight-Swift
|
|
|
|
|
|
|
116,718
|
|
|
|
|
116,718
|
|
|
|
|
116,718
|
|
||||||||||||
Other comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
(9,658
|
)
|
|
(9,658
|
)
|
|
|
|
(9,658
|
)
|
||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,280
|
)
|
|
(1,280
|
)
|
|||||||||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
1,739
|
|
|
1,739
|
|
|||||||||||||
Balances, December 31, 2015
|
80,967
|
|
|
$
|
810
|
|
|
$
|
205,648
|
|
|
$
|
529,367
|
|
|
$
|
2,573
|
|
|
$
|
738,398
|
|
|
$
|
1,974
|
|
|
$
|
740,372
|
|
Issuance of common stock to employees
|
832
|
|
|
8
|
|
|
13,180
|
|
|
|
|
|
|
13,188
|
|
|
|
|
13,188
|
|
||||||||||
Issuance of common stock to the board of directors
|
15
|
|
|
—
|
|
|
398
|
|
|
|
|
|
|
398
|
|
|
|
|
398
|
|
||||||||||
Company shares repurchased
|
(1,585
|
)
|
|
(16
|
)
|
|
|
|
(39,857
|
)
|
|
|
|
(39,873
|
)
|
|
|
|
(39,873
|
)
|
||||||||||
Shares withheld – restricted stock unit settlement
|
|
|
|
|
|
|
(1,631
|
)
|
|
|
|
(1,631
|
)
|
|
|
|
(1,631
|
)
|
||||||||||||
Employee stock-based compensation expense
|
|
|
|
|
4,041
|
|
|
|
|
|
|
4,041
|
|
|
|
|
4,041
|
|
||||||||||||
Cash dividends paid and dividends accrued
|
|
|
|
|
|
|
(19,338
|
)
|
|
|
|
(19,338
|
)
|
|
|
|
(19,338
|
)
|
||||||||||||
Net income attributable to Knight-Swift
|
|
|
|
|
|
|
93,863
|
|
|
|
|
93,863
|
|
|
|
|
93,863
|
|
||||||||||||
Other comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
(2,573
|
)
|
|
(2,573
|
)
|
|
|
|
(2,573
|
)
|
||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,091
|
)
|
|
(1,091
|
)
|
|||||||||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
1,375
|
|
|
1,375
|
|
|||||||||||||
Balances, December 31, 2016
|
80,229
|
|
|
$
|
802
|
|
|
$
|
223,267
|
|
|
$
|
562,404
|
|
|
$
|
—
|
|
|
$
|
786,473
|
|
|
$
|
2,258
|
|
|
$
|
788,731
|
|
2017 Merger reverse split of Swift shares
|
97,031
|
|
|
971
|
|
|
3,975,832
|
|
|
|
|
|
|
3,976,803
|
|
|
102
|
|
|
3,976,905
|
|
|||||||||
Issuance of common stock to employees
|
718
|
|
|
7
|
|
|
13,151
|
|
|
|
|
|
|
13,158
|
|
|
|
|
13,158
|
|
||||||||||
Issuance of common stock to the board of directors
|
12
|
|
|
—
|
|
|
398
|
|
|
|
|
|
|
398
|
|
|
|
|
398
|
|
||||||||||
Shares issued under employee stock purchase plan
|
8
|
|
|
—
|
|
|
324
|
|
|
|
|
|
|
324
|
|
|
|
|
324
|
|
||||||||||
Shares withheld – restricted stock unit settlement
|
|
|
|
|
|
|
(4,709
|
)
|
|
|
|
(4,709
|
)
|
|
|
|
(4,709
|
)
|
||||||||||||
Employee stock-based compensation expense
|
|
|
|
|
6,242
|
|
|
|
|
|
|
6,242
|
|
|
|
|
6,242
|
|
||||||||||||
Cash dividends paid and dividends accrued
|
|
|
|
|
|
|
(25,249
|
)
|
|
|
|
(25,249
|
)
|
|
|
|
(25,249
|
)
|
||||||||||||
Net income attributable to Knight-Swift
|
|
|
|
|
|
|
484,292
|
|
|
|
|
484,292
|
|
|
|
|
484,292
|
|
||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(855
|
)
|
|
(855
|
)
|
|||||||||||||
Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
1,133
|
|
|
1,133
|
|
|||||||||||||
Balances, December 31, 2017
|
177,998
|
|
|
$
|
1,780
|
|
|
$
|
4,219,214
|
|
|
$
|
1,016,738
|
|
|
$
|
—
|
|
|
$
|
5,237,732
|
|
|
$
|
2,638
|
|
|
$
|
5,240,370
|
|
Consolidated Statements of Cash Flows
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
485,425
|
|
|
$
|
95,238
|
|
|
$
|
118,457
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, equipment, and intangibles
|
207,105
|
|
|
116,160
|
|
|
111,023
|
|
|||
Amortization of debt issuance costs and other
|
209
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of equipment
|
(8,939
|
)
|
|
(8,124
|
)
|
|
(15,346
|
)
|
|||
Earn-out on sold investment
|
—
|
|
|
—
|
|
|
(208
|
)
|
|||
Gain from available-for-sale securities
|
—
|
|
|
(4,494
|
)
|
|
(8,591
|
)
|
|||
Impairments
|
16,844
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(305,584
|
)
|
|
5,454
|
|
|
21,532
|
|
|||
Provision for doubtful accounts and notes receivable
|
5,245
|
|
|
882
|
|
|
1,359
|
|
|||
Non-cash compensation expense for issuance of common stock to certain members of the board of directors
|
398
|
|
|
398
|
|
|
354
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(3,175
|
)
|
|||
Stock-based compensation expense
|
6,242
|
|
|
4,041
|
|
|
7,012
|
|
|||
Income from investment in Transportation Resource Partners
|
(1,413
|
)
|
|
(533
|
)
|
|
(422
|
)
|
|||
Transportation Resource Partners impairment
|
56
|
|
|
86
|
|
|
177
|
|
|||
Increase (decrease) in cash resulting from changes in:
|
|
|
|
|
|
||||||
Trade receivables and equipment sales receivable
|
(48,454
|
)
|
|
(11,099
|
)
|
|
10,266
|
|
|||
Other current assets
|
259
|
|
|
6,056
|
|
|
(870
|
)
|
|||
Prepaid expenses
|
(1,163
|
)
|
|
4,076
|
|
|
103
|
|
|||
Income tax receivable
|
(39,122
|
)
|
|
33,561
|
|
|
(22,535
|
)
|
|||
Other long-term assets
|
(4,469
|
)
|
|
695
|
|
|
(1,236
|
)
|
|||
Accounts payable
|
(29,890
|
)
|
|
3,788
|
|
|
(8,543
|
)
|
|||
Accrued liabilities and claims accrual
|
35,820
|
|
|
(2,831
|
)
|
|
(3,592
|
)
|
|||
Net cash provided by operating activities
|
318,569
|
|
|
243,354
|
|
|
205,765
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Increase in cash and cash equivalents — restricted
|
(10,215
|
)
|
|
(6
|
)
|
|
(18
|
)
|
|||
Proceeds from maturities of held-to-maturity investments
|
10,730
|
|
|
—
|
|
|
—
|
|
|||
Purchases of held-to-maturity investments
|
(10,893
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of available-for-sale securities
|
—
|
|
|
7,403
|
|
|
12,528
|
|
|||
Proceeds from sale of property and equipment, including assets held for sale
|
82,731
|
|
|
65,595
|
|
|
72,246
|
|
|||
Purchases of property and equipment
|
(387,191
|
)
|
|
(154,596
|
)
|
|
(221,660
|
)
|
|||
Proceeds from notes receivable
|
3,778
|
|
|
1,797
|
|
|
1,779
|
|
|||
Expenditures on assets held for sale
|
(1,553
|
)
|
|
—
|
|
|
—
|
|
|||
Payments received on equipment sale receivables
|
1,505
|
|
|
—
|
|
|
—
|
|
|||
Cash payments to Transportation Resource Partners
|
(1,172
|
)
|
|
(21,709
|
)
|
|
(70
|
)
|
|||
Cash proceeds from Transportation Resource Partners
|
9,846
|
|
|
496
|
|
|
360
|
|
|||
Investment in Barr-Nunn Transportation
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Cash and cash equivalents received with 2017 Merger
|
28,493
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(273,941
|
)
|
|
(101,020
|
)
|
|
(138,335
|
)
|
|||
See accompanying notes to consolidated financial statements.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of long-term debt and capital leases
|
(503,153
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
400,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments on Knight Revolver, net
|
(18,000
|
)
|
|
(94,000
|
)
|
|
(22,400
|
)
|
|||
Borrowings on Revolver, net
|
125,000
|
|
|
—
|
|
|
—
|
|
|||
Borrowings under accounts receivable securitization
|
40,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of deferred loan costs
|
(2,312
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from common stock issued
|
13,483
|
|
|
13,188
|
|
|
9,930
|
|
|||
Share withholding for taxes due on equity awards
|
(4,709
|
)
|
|
(1,631
|
)
|
|
—
|
|
|||
Payments to repurchase company's common stock
|
—
|
|
|
(39,873
|
)
|
|
(45,345
|
)
|
|||
Dividends paid
|
(25,454
|
)
|
|
(19,597
|
)
|
|
(19,885
|
)
|
|||
Cash distribution to noncontrolling interest holder
|
(855
|
)
|
|
(1,091
|
)
|
|
(1,280
|
)
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
3,175
|
|
|||
Net cash provided by (used in) financing activities
|
24,000
|
|
|
(143,004
|
)
|
|
(75,805
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
68,628
|
|
|
(670
|
)
|
|
(8,375
|
)
|
|||
Cash and cash equivalents at beginning of period
|
8,021
|
|
|
8,691
|
|
|
17,066
|
|
|||
Cash and cash equivalents at end of period
|
$
|
76,649
|
|
|
$
|
8,021
|
|
|
$
|
8,691
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
9,286
|
|
|
$
|
941
|
|
|
$
|
1,037
|
|
Income taxes
|
51,817
|
|
|
18,467
|
|
|
65,594
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Equipment acquired included in accounts payable
|
$
|
8,361
|
|
|
$
|
3,619
|
|
|
$
|
4,251
|
|
Equipment sales receivables
|
350
|
|
|
—
|
|
|
—
|
|
|||
Financing provided to independent contractors for equipment sold
|
3,316
|
|
|
1,310
|
|
|
787
|
|
|||
Transfer from property and equipment to assets held for sale
|
45,016
|
|
|
30,755
|
|
|
49,786
|
|
|||
Capital lease additions
|
15,020
|
|
|
—
|
|
|
—
|
|
|||
Net dividend accrued for restricted stock units
|
73
|
|
|
103
|
|
|
178
|
|
Notes to Consolidated Financial Statements
|
|
•
|
In 2014, Knight formed an Arizona limited liability company, now known as Kold Trans, LLC, for the purpose of expanding its refrigerated trucking business. Knight is entitled to
80.0%
of the profits of the entity and has effective control over the management of the entity.
|
•
|
In 2010, Knight partnered with a non-related investor to form an Arizona limited liability company for the purpose of sourcing commercial vehicle parts. Knight acquired a
52.0%
ownership interest in this entity.
|
•
|
Equipment sales receivables are separately presented within "Total current assets" in the consolidated balance sheets. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Trade receivables, net of allowance for doubtful accounts" and into the new line item "Equipment sales receivable." The change in presentation has
no
net impact on "Total current assets."
|
•
|
Rental expenses related to revenue equipment are separately presented within "Total operating expenses" in the consolidated income statements. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Miscellaneous operating expenses" and into the new line item "Rental expense." The change in presentation has
no
net impact on "Total operating expenses."
|
|
•
|
carrying amount of property and equipment, intangibles, and goodwill;
|
•
|
valuation allowances for receivables, inventories, and deferred income tax assets;
|
•
|
valuation of financial instruments;
|
•
|
calculation of stock-based compensation;
|
•
|
estimates of claims accruals;
|
•
|
leases, and
|
•
|
contingent obligations.
|
|
Date Issued
|
|
Reference
|
|
Description
|
|
Expected Adoption Date and Method
|
|
Financial Statement Impact
|
January 2017
|
|
2017-04:
Intangibles – Goodwill and Other
(Topic 350)
Simplifying the Test for Goodwill Impairment
|
|
The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value.
|
|
January 2020, prospective
|
|
Currently under evaluation; not expected to be material
|
January 2017
|
|
2017-03:
Accounting Changes and Error Corrections
(Topic 250) and
Investments – Equity Method and Joint Ventures
(Topic 323)
– Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings
|
|
The amendments in this ASU that are relevant to the Company pertain to disclosures around the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments in this ASU indicate that the SEC staff expects that if an entity cannot reasonably estimate the impact of an ASU on the financial statements, then the entity should consider additional qualitative disclosures to assist the reader in assessing the significance of the standard's impact on its financial statements.
|
|
Immediate
|
|
None - The Company's recently issued accounting pronouncements disclosures are aligned with the amendments in this ASU.
|
November 2016
|
|
2016-18: S
tatement of Cash Flows –
(Topic 230)
Restricted Cash (a Consensus of the FASB Emerging Issues Task Force)
|
|
The amendments in this ASU require transfers between cash and equivalents and restricted cash and equivalents, as well as direct cash receipts into and cash payments made from restricted cash and equivalents to be explained in the statement of cash flows. Restricted cash and restricted cash equivalents are to be included in the beginning and ending cash and cash equivalent balance totals on the statement of cash flows.
|
|
January 2018; Retrospective
|
|
Material impact in cash flow presentation to reclassify restricted cash to "net increase/decrease in cash, restricted cash, and equivalents," and adjust the beginning and ending balances.
|
October 2016
|
|
2016-16:
Income Taxes
(Topic 740)
– Intra-entity Transfers of Assets Other than Inventory
|
|
This ASU states that entities should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (as compared to current GAAP, which prohibits the recognition of current and deferred income taxes for intra-entity asset transfer until the asset has been sold to an outside party).
|
|
January 2018, Modified Retrospective
|
|
Currently under evaluation; not expected to be material since the Company's fixed assets are not typically transferred between legal entities for consideration.
|
August 2016
|
|
2016-15:
Statement of Cash Flows
(Topic 230)
– Classification of Certain Cash Receipts and Cash Payments
|
|
This ASU has several amendments, which are designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues, of which the following are expected to be applicable to the Company: 1) debt prepayment and extinguishment costs, 2) proceeds from settlement of insurance claims, 3) proceeds from settlement of corporate-owned life insurance policies, 4) beneficial interests in securitization transactions, and 5) separately identifiable cash flows and application of the predominance principle.
|
|
January 2018, Retrospective
|
|
Currently under evaluation; not expected to be material.
|
Date Issued
|
|
Reference
|
|
Description
|
|
Expected Adoption Date and Method
|
|
Financial Statement Impact
|
June 2016
|
|
2016-13:
Financial Instruments – Credit Losses
(Topic 326) –
Measurement of Credit Losses on Financial Instruments
|
|
The purpose of this ASU is to amend the current incurred loss impairment methodology with a new methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to inform credit loss estimates. This is the final credit accounting standard, out of a series, with detailed guidance on the new loss reserve model, Current Expected Credit Loss ("CECL"). Among other provisions, the amendments in the ASU require a financial asset (or group of assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Entities are no longer required to wait until a loss is probable to record it.
|
|
January 2020, Adoption method varies by amendment
|
|
Currently under evaluation; not expected to be material.
|
May 2016
|
|
2016-12:
Revenue from Contracts with Customers
(Topic 606) –
Narrow-scope Improvements and Practical Expedients
|
|
The amendments in this ASU clarify certain aspects regarding the collectability criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation
(1)
|
April 2016
|
|
2016-10:
Revenue from Contracts with Customers
(Topic 606) –
Identifying Performance Obligations and Licensing
|
|
The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation
(1)
|
March 2016
|
|
2016-08:
Revenue from Contracts with Customers
(Topic 606) –
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
|
|
The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation
(1)
|
February 2016
|
|
2016-02:
Leases
(Topic 842)
|
|
The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance.
|
|
January 2019, Modified retrospective
|
|
Currently under evaluation; expected to be material, but not yet quantifiable.
|
January 2016
|
|
2016-01:
Financial Instruments
–
Overall
(Subtopic 825-10) –
Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
The amendments in this ASU address various aspects of recognition, measurement, presentation, and disclosure of financial instruments. They additionally establish ASC 321 –
Investments – Equity Securities
, which applies to investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures, and limited liability companies.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation
|
August 2015
|
|
2015-14:
Revenue from Contracts with Customers
(Topic 606) –
Deferral of the Effective Date
|
|
This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation
(1)
|
(1)
|
ASC 606, Revenue from Contracts with Customers —
The Company established an ASC 606 implementation team, which includes support from external experts, to evaluate and implement the standard. The diagnostic phase of assessing the financial and business impacts of implementing the standard is complete and included identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, analyzing the impact on systems, and developing a preliminary assessment. As the diagnostic phase was being finalized, management was concurrently designing and developing solutions in preparation for the implementation phase of the standard. Additionally, management developed internal controls to ensure that the Company properly evaluated the company's material contracts under the five-step model in ASC 606. As of March 1, 2018, management is implementing the necessary changes in accounting, reporting, sales, information technology, internal controls, and other business processes to ensure compliance with the new guidance.
|
•
|
identification of what constitutes a contract in the Company's business practices,
|
•
|
variability in individual contracts, such as customer-specific terms that may vary from the master agreement,
|
•
|
principal versus agent determinations,
|
•
|
timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred),
|
•
|
single versus multiple performance obligations, including the timing of when such performance obligations are satisfied,
|
•
|
new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation),
|
•
|
disaggregation of revenue by category within segments, and
|
•
|
others.
|
|
(1)
|
the Company's corporate name changed from "Swift Transportation Company" to "Knight-Swift Transportation Holdings Inc."; and
|
(2)
|
each issued and outstanding share of Class B common stock, par value $0.01 per share, of Swift was converted (the "Class B Conversion") into one share of Class A common stock, par value $0.01 per share, of Swift and immediately thereafter, each issued and outstanding share of Swift Class A common stock (including each share of Swift Class A common stock into which the shares Swift Class B common stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into
0.72
of a share of Class A common stock of the Company. No fractional shares of Class A common stock were issued in the Reverse Split, and, in connection with the Reverse Split, holders of Class A common stock became entitled to receive cash in lieu of any fractional shares in accordance with the Amended Company Charter.
|
|
(In thousands, except ratio and stock price)
|
||
|
|||
Number of Swift shares outstanding at September 8, 2017
|
134,765
|
|
|
Swift share consolidation ratio
|
0.72
|
|
|
Swift shares outstanding post-Reverse Split and immediately prior to the 2017 Merger
|
97,031
|
|
|
Closing price of Knight on September 8, 2017
|
$
|
40.85
|
|
Fair value of equity portion of the 2017 Merger consideration
|
$
|
3,963,712
|
|
Fair value of Swift equity awards and noncontrolling interest assumed
|
13,193
|
|
|
Total fair value of consideration transferred
|
$
|
3,976,905
|
|
|
|
|
September 9, 2017 Opening Balance Sheet as Reported at September 30, 2017
|
|
Fourth Quarter 2017 Adjustments
|
|
Adjusted September 9, 2017 Opening Balance Sheet as Reported at December 31, 2017
|
||||||
|
(In thousands)
|
||||||||||
Fair value of the consideration transferred
|
$
|
3,976,905
|
|
|
$
|
—
|
|
|
$
|
3,976,905
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
28,484
|
|
|
$
|
—
|
|
|
$
|
28,484
|
|
Restricted cash and fixed maturity securities
|
85,615
|
|
|
—
|
|
|
85,615
|
|
|||
Trade and other receivables
|
411,767
|
|
|
—
|
|
|
411,767
|
|
|||
Prepaid expenses
|
44,564
|
|
|
—
|
|
|
44,564
|
|
|||
Other current assets
|
19,736
|
|
|
—
|
|
|
19,736
|
|
|||
Property and equipment
|
1,522,123
|
|
|
—
|
|
|
1,522,123
|
|
|||
Identifiable intangible assets
(1)
|
1,285,900
|
|
|
165,800
|
|
|
1,451,700
|
|
|||
Other noncurrent assets
|
18,537
|
|
|
—
|
|
|
18,537
|
|
|||
Total assets
|
3,416,726
|
|
|
165,800
|
|
|
3,582,526
|
|
|||
|
|
|
|
|
|
||||||
Accounts payable
|
(188,411
|
)
|
|
—
|
|
|
(188,411
|
)
|
|||
Accrued liabilities
|
(232,280
|
)
|
|
—
|
|
|
(232,280
|
)
|
|||
Claims accruals
|
(306,846
|
)
|
|
—
|
|
|
(306,846
|
)
|
|||
Long-term debt and capital lease obligations
|
(894,681
|
)
|
|
—
|
|
|
(894,681
|
)
|
|||
Deferred tax liabilities
(1)
|
(741,405
|
)
|
|
(64,392
|
)
|
|
(805,797
|
)
|
|||
Other long-term liabilities
|
(18,452
|
)
|
|
—
|
|
|
(18,452
|
)
|
|||
Total liabilities
|
(2,382,075
|
)
|
|
(64,392
|
)
|
|
(2,446,467
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill
(1)
|
$
|
2,942,254
|
|
|
$
|
(101,408
|
)
|
|
$
|
2,840,846
|
|
|
|
|
|
|
|
(1)
|
Adjustments made to identifiable intangible assets, goodwill, and deferred tax liabilities pertain to management's re-evaluation of the royalty rate used associated with certain trade names.
|
|
Estimated Life
|
|
Estimated Fair Value as of September 9, 2017
|
|
Adjustments
|
|
Adjusted Estimated Fair Value as of September 9, 2017
|
||||||
|
(years)
|
|
(thousands)
|
||||||||||
Customer relationships
|
10 - 20 years
|
|
$
|
817,200
|
|
|
$
|
(700
|
)
|
|
$
|
816,500
|
|
Trade name
|
indefinite
|
|
468,700
|
|
|
166,500
|
|
|
635,200
|
|
|||
Total identifiable intangible assets
|
|
|
$
|
1,285,900
|
|
|
$
|
165,800
|
|
|
$
|
1,451,700
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
|
(in thousands, except per share data)
|
||||||
Total revenue
|
$
|
5,136,261
|
|
|
$
|
5,149,551
|
|
Net income attributable to Knight-Swift
|
$
|
529,922
|
|
|
$
|
223,209
|
|
Diluted earnings per share
|
$
|
2.97
|
|
|
$
|
1.25
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Realized Gains:
|
|
|
|
|
|
||||||
Sales proceeds
|
$
|
—
|
|
|
$
|
7,403
|
|
|
$
|
12,528
|
|
Cost of securities sold
|
—
|
|
|
2,909
|
|
|
3,937
|
|
|||
Realized gain
|
$
|
—
|
|
|
$
|
4,494
|
|
|
$
|
8,591
|
|
|
|
|
|
|
|
||||||
Realized gain, net of taxes
|
$
|
—
|
|
|
$
|
2,771
|
|
|
$
|
5,273
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
|
Gross Unrealized
|
|
|
||||||||||
|
Cost or Amortized Cost
|
|
Gains
|
|
Temporary
Losses |
|
Estimated Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
United States corporate securities
|
$
|
15,982
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
15,968
|
|
Municipal bonds
|
4,970
|
|
|
—
|
|
|
(10
|
)
|
|
4,960
|
|
||||
Negotiable certificates of deposit
|
1,280
|
|
|
—
|
|
|
—
|
|
|
1,280
|
|
||||
Restricted investments, held to maturity
|
$
|
22,232
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
22,208
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|||||||||||||
|
Knight's Ownership Interest
(4)
|
|
Total Commitment (All Partners)
|
|
Knight's Contracted Commitment
|
|
Knight's Remaining Commitment
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
TRP – cost method investment
|
2.3
|
%
|
|
$
|
260,000
|
|
|
$
|
5,500
|
|
|
$
|
—
|
|
TRP III – equity method investment
(1)
|
4.8
|
%
|
|
$
|
245,000
|
|
|
$
|
15,000
|
|
|
$
|
1,739
|
|
TRP IV – cost method investment
(2)
|
4.1
|
%
|
|
$
|
116,000
|
|
|
$
|
4,900
|
|
|
$
|
2,075
|
|
TRP Coinvestment NTI – equity method investment
(3)
|
8.3
|
%
|
|
$
|
120,000
|
|
|
$
|
10,000
|
|
|
$
|
—
|
|
TRP Coinvestment QLS – equity method investment
(3)
|
25.0
|
%
|
|
$
|
39,000
|
|
|
$
|
9,735
|
|
|
$
|
—
|
|
(1)
|
Management anticipates that the following amounts will be due:
$0.9 million
in 2018 and
$0.8 million
from 2019 through 2020.
|
(2)
|
Management anticipates that the following amounts will be due:
$1.3 million
in 2018,
$0.5 million
from 2019 through 2020,
$0.2 million
from 2021 through 2022, and
$0.1 million
from 2023 through 2024.
|
(3)
|
The TRP Coinvestments are unconsolidated majority interests. Management considered the criteria set forth in ASC 323,
Investments – Equity Method and Joint Ventures
, to establish the appropriate accounting treatment for these investments. This guidance requires the use of the equity method for recording investments in limited partnerships where the "so minor" interest is not met. As such, the investments are being accounted for under the equity method. Knight's ownership interest reflects its ultimate ownership of the portfolio companies underlying the TRP Coinvestment NTI and TRP Coinvestment QLS legal entities.
|
(4)
|
Knight's share of the results is included within
"Other Income"
in the consolidated income statements.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
TRP –
cost method investment
|
$
|
211
|
|
|
$
|
214
|
|
TRP III –
equity method investment
|
1,973
|
|
|
5,882
|
|
||
TRP IV – cost
method investment
|
2,577
|
|
|
1,882
|
|
||
TRP Coinvestment NTI –
equity method investment
|
7,579
|
|
|
10,000
|
|
||
TRP Coinvestment QLS –
equity method investment
|
8,054
|
|
|
9,735
|
|
||
Total carrying value
|
$
|
20,394
|
|
|
$
|
27,713
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Trade customers
|
$
|
565,732
|
|
|
$
|
123,555
|
|
Equipment manufacturers
|
6,017
|
|
|
468
|
|
||
Other
|
17,345
|
|
|
12,550
|
|
||
Trade receivables
|
589,094
|
|
|
136,573
|
|
||
Less: Allowance for doubtful accounts
|
(14,829
|
)
|
|
(2,727
|
)
|
||
Trade receivables, net
|
$
|
574,265
|
|
|
$
|
133,846
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance
|
$
|
2,727
|
|
|
$
|
3,106
|
|
|
$
|
3,355
|
|
Provision
|
4,671
|
|
|
909
|
|
|
1,333
|
|
|||
Write-offs directly against the reserve
|
(1,583
|
)
|
|
—
|
|
|
—
|
|
|||
Write-offs for revenue adjustments
|
(3,758
|
)
|
|
(1,288
|
)
|
|
(1,582
|
)
|
|||
Other
(1)
|
12,772
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
14,829
|
|
|
$
|
2,727
|
|
|
$
|
3,106
|
|
|
|
|
|
|
|
(1)
|
Increase in allowance for doubtful accounts relates to trade receivables assumed from Swift as part of the 2017 Merger. See
Note 4
for further details regarding the 2017 Merger.
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Notes receivable from independent contractors
|
$
|
8,977
|
|
|
$
|
1,039
|
|
Notes receivable from third parties
|
7,865
|
|
|
2,808
|
|
||
Gross notes receivable
|
16,842
|
|
|
3,847
|
|
||
Allowance for doubtful notes receivable
|
(1,040
|
)
|
|
(240
|
)
|
||
Total notes receivable, net of allowance
|
$
|
15,802
|
|
|
$
|
3,607
|
|
|
|
|
|
||||
Current portion, net of allowance
|
4,742
|
|
|
560
|
|
||
Long-term portion
|
$
|
11,060
|
|
|
$
|
3,047
|
|
|
|
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance
|
$
|
240
|
|
|
$
|
273
|
|
|
$
|
351
|
|
Provision (Reduction)
|
574
|
|
|
(27
|
)
|
|
26
|
|
|||
Write-offs
|
(53
|
)
|
|
(6
|
)
|
|
(104
|
)
|
|||
Other
(1)
|
279
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
1,040
|
|
|
$
|
240
|
|
|
$
|
273
|
|
|
|
|
|
|
|
(1)
|
Increase in allowance for doubtful notes relates to notes receivable assumed from Swift as part of the 2017 Merger. See
Note 4
for further details regarding the 2017 Merger.
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Goodwill at beginning of period
|
$
|
47,031
|
|
|
$
|
47,050
|
|
Amortization relating to deferred tax assets
|
(10
|
)
|
|
(19
|
)
|
||
Goodwill related to 2017 Merger
|
2,840,846
|
|
|
—
|
|
||
Goodwill at end of period
|
$
|
2,887,867
|
|
|
$
|
47,031
|
|
|
|
|
|
(1)
|
Except for the net accumulated amortization related to deferred tax assets in the Knight Trucking segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Customer relationships and non-compete:
|
|
|
|
||||
Gross carrying value
|
$
|
820,200
|
|
|
$
|
3,700
|
|
Accumulated amortization
|
(14,497
|
)
|
|
(1,125
|
)
|
||
Customer relationships and non-compete, net
|
805,703
|
|
|
2,575
|
|
||
Trade name:
|
|
|
|
||||
Gross carrying value
|
635,200
|
|
|
—
|
|
||
Intangible assets, net
|
$
|
1,440,903
|
|
|
$
|
2,575
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Amortization of intangible assets related to the 2017 Merger
|
$
|
12,872
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of intangible assets existing prior to the 2017 Merger
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
|
$
|
13,372
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Accrued payroll
(1)
|
$
|
58,438
|
|
|
$
|
7,877
|
|
Accrued purchased transportation
|
48,579
|
|
|
17,140
|
|
||
Accrued payroll and purchased transportation
|
$
|
107,017
|
|
|
$
|
25,017
|
|
|
|
|
|
(1)
|
Accrued payroll includes accruals related to the various 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement (
18
–
21
years) and have completed six months of service with the Company. Employees' rights to employer contributions are fully vested after
five
years from their date of employment. The plans offer either mandatory matching contributions, capped at
$1,600
annually per employee, or discretionary matching contributions, capped at
3%
of an employee's compensation.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Accrued legal
(1)
|
121,453
|
|
|
3,006
|
|
||
Other
|
64,623
|
|
|
13,716
|
|
||
Accrued liabilities
|
$
|
186,076
|
|
|
$
|
16,722
|
|
|
|
|
|
(1)
|
See
Note 19
for further details regarding the Company's legal accruals.
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Auto reserves
|
$
|
204,400
|
|
|
$
|
21,474
|
|
Workers’ compensation reserves
|
126,563
|
|
|
7,935
|
|
||
Independent contractor claims reserves
|
15,236
|
|
|
—
|
|
||
Cargo damage reserves
|
4,047
|
|
|
—
|
|
||
Employee medical reserves
|
3,183
|
|
|
2,514
|
|
||
Claims accruals
|
353,429
|
|
|
31,923
|
|
||
Less: current portion of claims accruals
|
(147,285
|
)
|
|
(18,633
|
)
|
||
Claims accruals, less current portion
|
$
|
206,144
|
|
|
$
|
13,290
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
4,868
|
|
|
$
|
43,638
|
|
|
$
|
41,549
|
|
State
|
8,337
|
|
|
8,500
|
|
|
4,966
|
|
|||
Foreign
|
133
|
|
|
—
|
|
|
—
|
|
|||
|
13,338
|
|
|
52,138
|
|
|
46,515
|
|
|||
Deferred (benefit) expense:
|
|
|
|
|
|
||||||
Federal
|
(323,326
|
)
|
|
6,789
|
|
|
19,666
|
|
|||
State
|
17,731
|
|
|
(1,335
|
)
|
|
1,866
|
|
|||
Foreign
|
541
|
|
|
—
|
|
|
—
|
|
|||
|
(305,054
|
)
|
|
5,454
|
|
|
21,532
|
|
|||
Income tax (benefit) expense
|
$
|
(291,716
|
)
|
|
$
|
57,592
|
|
|
$
|
68,047
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Computed "expected" tax expense
|
$
|
67,798
|
|
|
$
|
53,490
|
|
|
$
|
65,277
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax benefit
|
4,871
|
|
|
4,657
|
|
|
4,441
|
|
|||
Statutory rate change effect on deferred taxes
|
(367,000
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
2,615
|
|
|
(555
|
)
|
|
(1,671
|
)
|
|||
Income tax (benefit) expense
|
$
|
(291,716
|
)
|
|
$
|
57,592
|
|
|
$
|
68,047
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Claims accrual
|
$
|
70,564
|
|
|
$
|
11,355
|
|
Allowance for doubtful accounts
|
5,117
|
|
|
1,133
|
|
||
Amortization of stock options
|
4,717
|
|
|
3,101
|
|
||
Accrued liabilities
|
37,654
|
|
|
1,388
|
|
||
Vacation accrual
|
3,585
|
|
|
—
|
|
||
Other
|
7,227
|
|
|
2,345
|
|
||
Total deferred tax assets
|
128,864
|
|
|
19,322
|
|
||
Valuation allowance
|
—
|
|
|
—
|
|
||
Total deferred tax assets, net
|
128,864
|
|
|
19,322
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment, principally due to differences in depreciation
|
(429,917
|
)
|
|
(192,363
|
)
|
||
Prepaid taxes, licenses, and permits deducted for tax purposes
|
(10,217
|
)
|
|
(2,737
|
)
|
||
Intangible assets
|
(365,564
|
)
|
|
—
|
|
||
Other
|
(2,243
|
)
|
|
(2,222
|
)
|
||
Deferred tax liabilities
|
(807,941
|
)
|
|
(197,322
|
)
|
||
Deferred income taxes
|
$
|
(679,077
|
)
|
|
$
|
(178,000
|
)
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits at beginning of year
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Increases for tax positions taken prior to beginning of year
|
5,432
|
|
|
729
|
|
|
—
|
|
|||
Increases for tax positions taken in the current year
|
935
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
7,096
|
|
|
$
|
729
|
|
|
$
|
—
|
|
|
|
|
|
|
|
•
|
The Company is subject to the provisions of ASC 740-10,
Income Taxes
, which requires that the effect on deferred tax assets and liabilities as a result of a change in statutory tax rate be recognized in the period in which the tax rate change was enacted. The Company currently expects the enacted reduction in the US corporate income tax rate, to result in a one-time, non-cash decrease to income tax expense of
$367.0 million
in 2017.
|
•
|
The Act requires a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits ("E&P"). A proportional deduction on the deemed repatriation will result in a repatriation transition tax of
15.5%
for cash and liquid assets and
8.0%
for non-liquid assets. The tax will be assessed regardless of whether or not the Company has cash in its foreign subsidiaries and regardless of whether the Company brings back the earnings. The tax is determined based on the greater of E&P as of two measurement dates (November 2, 2017 or December 31, 2017). The amount of cash and liquid assets is determined based on the greater of the amounts calculated using the two alternative measurement periods. The estimated Transition Tax for 2017 is
$2.8 million
.
|
|
(1)
|
The 2015 RSA has an accordion option to increase the maximum borrowing capacity by up to an additional
$75.0 million
, subject to participation by the Purchasers.
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Term Loan, due October 2020, net of $645 deferred loan costs
(1)
|
$
|
364,355
|
|
|
$
|
—
|
|
Other long-term debt, including current portion
|
446
|
|
|
—
|
|
||
Total long-term debt, including current portion
|
364,801
|
|
|
—
|
|
||
Less: current portion of long-term debt
|
(30
|
)
|
|
—
|
|
||
Long-term debt, less current portion
|
$
|
364,771
|
|
|
$
|
—
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Total long-term debt, including current portion
|
$
|
364,801
|
|
|
$
|
—
|
|
Knight Revolver, due August 2019
(1) (2)
|
—
|
|
|
18,000
|
|
||
Revolver, due October 2022
(1) (3)
|
125,000
|
|
|
—
|
|
||
Long-term debt, including revolving line of credit
|
$
|
489,801
|
|
|
$
|
18,000
|
|
|
|
|
|
(1)
|
Refer to
Note 23
for information regarding the fair value of debt.
|
(2)
|
Knight also had outstanding letters of credit under the Knight Revolver of
$31.3 million
at
December 31, 2016
, issued to various regulatory authorities and insurance carriers in connection with Knight's self-insurance programs.
|
(3)
|
The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of
$122.3 million
at
December 31, 2017
.
|
|
|
Term Loan
|
|
Revolver
(2)
|
2017 Debt Agreement Terms:
|
|
(Dollars in thousands)
|
||
Maximum borrowing capacity
|
|
$400,000
|
|
$800,000
|
Final maturity date
|
|
October 2, 2020
|
|
October 3, 2022
|
Interest rate base
|
|
LIBOR
|
|
LIBOR
|
Interest rate minimum margin
(1)
|
|
0.88%
|
|
0.88%
|
Interest rate maximum margin
(1)
|
|
1.50%
|
|
1.50%
|
Minimum principal payment — amount
|
|
$—
|
|
$—
|
Minimum principal payment — frequency
|
|
Once
|
|
Once
|
Minimum principal payment — commencement date
|
|
October 2,
2020 |
|
October 3,
2022 |
(1)
|
The interest rate margin for the Term Loan and Revolver is based on the Company's consolidated leverage ratio. As of
December 31, 2017
, interest accrued at
2.694%
on the Term Loan and
2.687%
on the Revolver.
|
(2)
|
The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio, and ranges from
0.07%
to
0.20%
. As of
December 31, 2017
, commitment fees on the unused portion of the Revolver accrued at
0.125%
and outstanding letter of credit fees accrued at
1.125%
.
|
|
|
Operating
|
|
Capital
|
||||
|
(In thousands)
|
||||||
2018
|
$
|
180,777
|
|
|
$
|
53,425
|
|
2019
|
122,950
|
|
|
59,618
|
|
||
2020
|
76,582
|
|
|
15,146
|
|
||
2021
|
40,547
|
|
|
30,846
|
|
||
2022
|
22,487
|
|
|
18,529
|
|
||
Thereafter
|
36,957
|
|
|
10,919
|
|
||
Future minimum lease payments
|
$
|
480,300
|
|
|
$
|
188,483
|
|
Less: amounts representing interest
|
|
|
(12,379
|
)
|
|||
Present value of minimum lease payments
|
|
|
176,104
|
|
|||
Less: current portion
|
|
|
(48,972
|
)
|
|||
Capital lease obligations, less current portion
|
|
|
$
|
127,132
|
|
||
|
|
|
|
|
|
EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS
|
||||||
Washington Overtime Class Actions
|
||||||
The plaintiffs allege one or more of the following, pertaining to Washington state-based driving associates: that Swift 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. The plaintiffs seek unpaid wages, exemplary damages, interest, other costs, and attorneys’ fees.
|
||||||
Plaintiff(s)
|
|
Defendant(s)
|
|
Date instituted
|
|
Court or agency currently pending in
|
Troy Slack
(1)
|
|
Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation
|
|
September 9, 2011
|
|
United States District Court for the Western District of Washington
|
Recent Developments and Current Status
|
||||||
On August 29, 2017, the parties in the Slack case reached a settlement. The parties are currently disputing the scope of the settlement release. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued.
|
(1)
|
Individually and on behalf of all others similarly situated.
|
(1)
|
Individually and on behalf of all others similarly situated.
|
|
|
(1)
|
each outstanding Swift stock option fully vested as a result of the 2017 Merger, was converted into a stock option to acquire the Company's shares using a 0.72-for-one share consolidation ratio and adjusting the exercise price using the same consolidation ratio;
|
(2)
|
each outstanding unvested Swift restricted stock award fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one share consolidation ratio;
|
(3)
|
each outstanding unvested Swift restricted stock unit (except for the awards granted in May 2017 that excluded acceleration of vesting related to mergers within the award notices) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one share consolidation ratio; and
|
(4)
|
each outstanding unvested Swift performance share unit (except for one director) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one consolidation ratio.
|
(1)
|
each outstanding vested and unvested Knight stock option was assumed by the Company and automatically converted into a stock option to acquire an equal number of Company shares;
|
(2)
|
each outstanding vested and unvested Knight restricted stock unit was assumed by the Company and automatically converted into a restricted stock unit award of the Company; and
|
(3)
|
each outstanding vested and unvested Knight performance unit was assumed by the Company and automatically converted into a performance unit award of the Company.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Stock options
|
$
|
1,788
|
|
|
$
|
1,734
|
|
|
$
|
1,061
|
|
Restricted stock units and restricted stock awards
|
4,004
|
|
|
1,506
|
|
|
4,038
|
|
|||
Performance units
|
450
|
|
|
801
|
|
|
1,913
|
|
|||
Stock-based compensation expense – equity awards
|
$
|
6,242
|
|
|
$
|
4,041
|
|
|
$
|
7,012
|
|
Stock-based compensation expense – liability awards
(1)
|
148
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense, net of forfeitures
|
6,390
|
|
|
4,041
|
|
|
7,012
|
|
|||
Income tax benefit
|
$
|
2,415
|
|
|
$
|
1,515
|
|
|
$
|
2,630
|
|
|
|
|
|
|
|
(1)
|
Includes awards granted to executive management in November 2017 that ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units).
|
|
December 31, 2017
|
||||
|
Expense
|
|
Weighted Average Period
|
||
|
(In thousands)
|
|
(In years)
|
||
Equity awards – Stock options
|
$
|
3,878
|
|
|
1.8
|
Equity awards – Restricted stock units and restricted stock awards
|
19,156
|
|
|
2.3
|
|
Equity awards – Performance units
|
1,303
|
|
|
3.1
|
|
Liability awards – Restricted stock units and performance units
|
3,169
|
|
|
2.7
|
|
Total unrecognized stock-based compensation expense
|
$
|
27,506
|
|
|
2.3
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Stock options
|
497,421
|
|
|
569,480
|
|
|
590,141
|
|
Restricted stock units and restricted stock awards
|
266,958
|
|
|
17,000
|
|
|
13,950
|
|
Performance units
|
44,244
|
|
|
177,741
|
|
|
165,720
|
|
Equity awards granted
|
808,623
|
|
|
764,221
|
|
|
769,811
|
|
Liability awards granted
(1)
|
77,620
|
|
|
—
|
|
|
—
|
|
Total stock awards granted
|
886,243
|
|
|
764,221
|
|
|
769,811
|
|
|
|
|
|
|
|
(1)
|
Includes
46,572
performance units and
31,048
restricted stock units.
|
Stock options outstanding:
|
Shares Under Option
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(1)
|
|||||
|
|
|
|
|
(In years)
|
|
(In thousands)
|
|||||
Stock options outstanding at December 31, 2016
|
1,737,400
|
|
|
$
|
23.19
|
|
|
2.9
|
|
$
|
17,200
|
|
Granted
|
497,421
|
|
|
33.35
|
|
|
|
|
|
|||
Assumed Swift stock options from 2017 Merger
|
528,466
|
|
|
21.93
|
|
|
|
|
|
|||
Exercised
|
(589,020
|
)
|
|
21.44
|
|
|
|
|
|
|||
Expired
|
(24,552
|
)
|
|
24.44
|
|
|
|
|
|
|||
Forfeited
|
(190,424
|
)
|
|
27.96
|
|
|
|
|
|
|||
Stock options outstanding at December 31, 2017
|
1,959,291
|
|
|
$
|
25.48
|
|
|
3.2
|
|
$
|
35,779
|
|
Aggregate number of stock options expected to vest at a future date as of December 31, 2017
|
969,965
|
|
|
29.00
|
|
|
3.5
|
|
$
|
14,283
|
|
|
Exercisable at December 31, 2017
|
918,594
|
|
|
$
|
21.29
|
|
|
2.8
|
|
$
|
20,428
|
|
|
|
|
|
|
|
|
|
(1)
|
The aggregate intrinsic value was computed using the closing share price on December 29, 2017 of
$43.72
and on December 30, 2016 of
$32.83
, as applicable.
|
Stock option fair value assumptions:
|
2017
|
|
2016
|
|
2015
|
Dividend yield
(1)
|
0.72%
|
|
0.99%
|
|
0.8%
|
Risk-free rate of return
(2)
|
1.49%
|
|
0.90%
|
|
0.98%
|
Expected volatility
(3)
|
27.95%
|
|
27.91%
|
|
25.88%
|
Expected term (in years)
(4)
|
3.2
|
|
2.7
|
|
2.7
|
Weighted average fair value of stock options granted
|
$6.78
|
|
$4.28
|
|
$5.00
|
(1)
|
The dividend yield assumption is based on Knight's historical experience and anticipated future dividend payouts.
|
(2)
|
The risk-free interest rate assumption is based on the United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award.
|
(3)
|
Expected volatility of the Company's Class A common stock is determined based on Knight's historical data.
|
(4)
|
The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and was determined based on an analysis of historical exercise behavior.
|
Stock option exercises
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands, except share data)
|
||||||||||
Number of stock options exercised
|
589,020
|
|
|
708,244
|
|
|
594,673
|
|
|||
Intrinsic value of stock options exercised
|
$
|
8,792
|
|
|
$
|
7,100
|
|
|
$
|
8,300
|
|
Cash received upon exercise of stock options
|
$
|
13,159
|
|
|
$
|
13,188
|
|
|
$
|
9,930
|
|
Income tax benefit
|
$
|
1,833
|
|
|
$
|
1,847
|
|
|
$
|
3,175
|
|
Unvested stock options:
|
Shares
|
|
Weighted Average Fair Value
|
|||
Unvested stock options at December 31, 2016
|
1,131,773
|
|
|
$
|
4.39
|
|
Granted
|
497,421
|
|
|
6.78
|
|
|
Vested
|
(398,073
|
)
|
|
4.18
|
|
|
Forfeited
|
(190,424
|
)
|
|
5.10
|
|
|
Unvested stock options at December 31, 2017
|
1,040,697
|
|
|
$
|
5.49
|
|
|
|
|
|
Unvested restricted stock units:
|
Number of Awards
|
|
Weighted Average Fair Value
(1)
|
|||
Unvested restricted stock units at December 31, 2016
|
686,786
|
|
|
$
|
16.46
|
|
Granted
|
298,006
|
|
|
36.44
|
|
|
Assumed Swift restricted stock units from 2017 Merger
|
168,488
|
|
|
40.85
|
|
|
Vested
|
(126,871
|
)
|
|
16.77
|
|
|
Forfeited
|
(46,692
|
)
|
|
23.59
|
|
|
Unvested restricted stock units at December 31, 2017
|
979,717
|
|
|
$
|
26.59
|
|
|
|
|
|
(1)
|
The fair value of each restricted stock unit is based on the closing market price on the grant date, except for the Swift restricted stock unit awards assumed, which were re-measured at the Merger Date.
|
Unvested performance units:
|
Shares
|
|
Weighted Average Fair Value
|
|||
Unvested performance units at December 31, 2016
|
508,478
|
|
|
$
|
25.60
|
|
Granted
(1)
|
90,816
|
|
|
$
|
40.81
|
|
Assumed Swift performance units from 2017 Merger
|
56,817
|
|
|
$
|
40.85
|
|
Shares earned above target
|
21,117
|
|
|
$
|
23.85
|
|
Vested
|
(519,483
|
)
|
|
$
|
25.53
|
|
Forfeited
|
(10,112
|
)
|
|
$
|
25.40
|
|
Unvested performance units at December 31, 2017
|
147,633
|
|
|
$
|
35.34
|
|
|
|
|
|
(1)
|
The performance measurement period for performance units granted in 2017 is January 1, 2018 to December 31, 2020 (three full calendar years). These awards will vest one month following the expiration of the performance measurement period.
|
Performance unit fair value assumptions:
|
2017
|
|
2016
|
|
2015
|
||||||
Dividend yield
(1)
|
0.59
|
%
|
|
0.99
|
%
|
|
0.80
|
%
|
|||
Expected volatility
(2)
|
31.28
|
%
|
|
27.95
|
%
|
|
23.18
|
%
|
|||
Average peer volatility
(2)
|
28.45
|
%
|
|
34.37
|
%
|
|
30.70
|
%
|
|||
Average peer correlation coefficient
(3)
|
0.60
|
|
|
0.60
|
|
|
0.49
|
|
|||
Risk-free interest rate
(4)
|
1.88
|
%
|
|
0.89
|
%
|
|
0.78
|
%
|
|||
Expected term (in years)
(5)
|
3.1
|
|
|
2.8
|
|
|
2.6
|
|
|||
Weighted-average fair value of performance units granted
|
$
|
40.81
|
|
|
$
|
23.89
|
|
|
$
|
29.30
|
|
(1)
|
The dividend yield, used to project stock price to the end of the performance period, is based on the Knight's historical experience and future expectation of dividend payouts. Total stockholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield.
|
(2)
|
Management (or peer company) estimated volatility using Knight's (or peer company's) historical share price performance over the remaining performance period as of the grant date.
|
(3)
|
The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions.
|
(4)
|
The risk-free interest rate assumption is based on United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award.
|
(5)
|
Since the Monte Carlo Simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the performance units was assumed to be the period from the grant date to the end of the performance period.
|
|
|
December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In thousands)
|
|||||||
Basic weighted average common shares outstanding
|
110,657
|
|
|
80,362
|
|
|
81,491
|
|
Dilutive effect of equity awards
|
1,040
|
|
|
866
|
|
|
976
|
|
Diluted weighted average common shares outstanding
|
111,697
|
|
|
81,228
|
|
|
82,467
|
|
Anti-dilutive shares excluded from diluted earnings per share
(1)
|
98
|
|
|
886
|
|
|
388
|
|
(1)
|
Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of Knight's common stock (for 2015 and 2016) and the Company's Class A common stock (for 2017).
|
|
|
December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
|
(In thousands)
|
||||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Restricted investments
(1)
|
$
|
22,232
|
|
|
$
|
22,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds
(2)
|
1,427
|
|
|
1,427
|
|
|
1,385
|
|
|
1,385
|
|
||||
Debt securities – municipal securities
(2)
|
1,887
|
|
|
1,887
|
|
|
1,903
|
|
|
1,903
|
|
||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Term Loan, due October 2020
(3)
|
364,355
|
|
|
365,000
|
|
|
—
|
|
|
—
|
|
||||
2015 RSA, due January 2019
|
305,000
|
|
|
305,000
|
|
|
—
|
|
|
—
|
|
||||
Knight Revolver, due August 2019
|
—
|
|
|
—
|
|
|
18,000
|
|
|
18,000
|
|
||||
Revolver, due October 2022
|
125,000
|
|
|
125,000
|
|
|
—
|
|
|
—
|
|
(1)
|
Restricted investments are included in "Restricted investments, held to maturity, amortized cost."
|
(2)
|
These instruments are trading securities and are included within "Other long-term assets, restricted cash and investments."
|
(3)
|
The Term Loan is included in "Current portion of long-term debt" and "Long-term debt, less current portion." The carrying value is net of
$0.6 million
deferred loan costs as of
December 31, 2017
.
|
•
|
Level 1
— Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.
|
•
|
Level 2
— Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.
|
•
|
Level 3
—
Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Estimated Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
|
(In thousands)
|
||||||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,427
|
|
|
$
|
1,427
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities – municipal securities
|
1,887
|
|
|
—
|
|
|
1,887
|
|
|
—
|
|
||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
1,385
|
|
|
1,385
|
|
|
—
|
|
|
—
|
|
||||
Debt securities – municipal securities
|
1,903
|
|
|
—
|
|
|
1,903
|
|
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
Estimated Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
|
Total Losses
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,746
|
)
|
Equipment
(2)
|
350
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
(98
|
)
|
(1)
|
The Company terminated the implementation of the Swift ERP system in 2017. This resulted in a pre-tax impairment loss of
$16.7 million
, which was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments).
|
(2)
|
Management reassessed the fair value of certain Interstate Equipment Leasing, LLC tractors as of
December 31, 2017
, which had a total book value of
$0.4 million
, determining that there was a pre-tax impairment loss of
$0.1 million
in 2017. The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments).
|
|
|
2017
|
|
2016
|
||||||||||||
|
Provided by Knight-Swift
|
|
Received by Knight-Swift
|
|
Provided by Knight
|
|
Received by Knight
|
||||||||
|
(In thousands)
|
||||||||||||||
Freight Services:
|
|
|
|
|
|
|
|
||||||||
Central Freight Lines
(1)
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SME Industries
(1)
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Facility and Equipment Leases:
|
|
|
|
|
|
|
|
||||||||
Central Freight Lines
(1)
|
$
|
245
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Other Services:
|
|
|
|
|
|
|
|
||||||||
Updike Distribution and Logistics
(2)
|
$
|
2,771
|
|
|
$
|
—
|
|
|
$
|
1,433
|
|
|
$
|
—
|
|
Other Affiliates
(1)
|
48
|
|
|
604
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2,819
|
|
|
$
|
604
|
|
|
$
|
1,433
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
(1)
|
Entities affiliated with, Board member, Jerry Moyes include Central Freight Lines, SME Industries, and Compensi Services. Transactions with these entities that are controlled by and/or are otherwise affiliated with Jerry Moyes, include freight services, facility leases, equipment sales, and other services.
|
•
|
Freight Services Provided by Knight-Swift
—
The Company charges for freight services to each of these companies for transportation services.
|
•
|
Freight Services Received by Knight-Swift
—
Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations.
|
•
|
Other Services Provided by Knight-Swift
—
Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services.
|
•
|
Other Services Received by Knight-Swift
—
Consulting fees and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company.
|
•
|
In conjunction with Swift's
September 8, 2016
announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, Swift entered into an agreement with Mr. Moyes to memorialize the terms of his retirement, which was assumed by Knight-Swift. Swift contracted with Mr. Moyes to serve as a non-employee consultant from January 1, 2017 through
December 31, 2019
, during which time Swift will pay Mr. Moyes a monthly consulting fee of
$0.2 million
in cash.
|
(2)
|
Knight has an arrangement with Updike Distribution and Logistics, a company that is owned by the father and three brothers of Executive Vice President of Sales and Marketing, James Updike, Jr. The arrangement allows Updike Distribution and Logistics to purchase fuel from Knight's vendors at cost, plus an administrative fee.
|
|
December 31, 2017
|
||||||
|
Receivable
|
|
Payable
|
||||
|
(In thousands)
|
||||||
Central Freight Lines
|
$
|
213
|
|
|
$
|
—
|
|
SME Industries
|
79
|
|
|
—
|
|
||
Total
|
$
|
292
|
|
|
$
|
—
|
|
|
|
|
|
|
•
|
Knight Trucking
—
The Knight Trucking segment is comprised of three operating segments (Dry Van, Refrigerated, and Drayage).
|
•
|
Knight Logistics
—
The Knight Logistics segment is comprised of two operating segments (Brokerage and Intermodal). The Company also provides logistics freight management and other non-trucking services through its Knight Logistics business.
|
•
|
Swift Truckload
—
The Swift Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada.
|
•
|
Swift Dedicated
—
The Swift Dedicated segment devotes use of equipment to specific customers and offers tailored solutions under long-term contracts.
|
•
|
Swift Refrigerated
—
The Swift Refrigerated segment primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations.
|
•
|
Swift Intermodal
—
The Swift Intermodal segment includes revenue generated by moving freight over the rail in Swift's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations.
|
•
|
Swift Non-reportable Segments
—
The Swift non-reportable segments include Swift's logistics and freight brokerage services, as well as support services that Swift's subsidiaries provide to customers and independent contractors, including repair and maintenance shop services, equipment leasing and insurance. Certain of Swift's legal settlements and accruals, amortization of intangibles related to the 2017 Merger, and certain other corporate expenses are also included in the non-reportable segments.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Operating revenue:
|
(Dollars in thousands)
|
|||||||||||||||||||
Knight – Trucking
|
$
|
906,484
|
|
|
37.4
|
%
|
|
$
|
900,368
|
|
|
80.5
|
%
|
|
$
|
952,098
|
|
|
80.5
|
%
|
Knight – Logistics
|
$
|
234,155
|
|
|
9.7
|
%
|
|
$
|
226,912
|
|
|
20.3
|
%
|
|
$
|
249,365
|
|
|
21.1
|
%
|
Swift – Truckload
|
$
|
609,112
|
|
|
25.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Dedicated
|
$
|
200,628
|
|
|
8.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Refrigerated
|
$
|
254,102
|
|
|
10.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Intermodal
|
$
|
130,441
|
|
|
5.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Subtotal
|
$
|
2,334,922
|
|
|
96.4
|
%
|
|
$
|
1,127,280
|
|
|
100.8
|
%
|
|
$
|
1,201,463
|
|
|
101.6
|
%
|
Non-reportable segments
|
$
|
115,530
|
|
|
4.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Intersegment eliminations
|
$
|
(24,999
|
)
|
|
(1.2
|
)%
|
|
$
|
(9,246
|
)
|
|
(0.8
|
)%
|
|
$
|
(18,499
|
)
|
|
(1.6
|
)%
|
Total revenue
|
$
|
2,425,453
|
|
|
100.0
|
%
|
|
$
|
1,118,034
|
|
|
100.0
|
%
|
|
$
|
1,182,964
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Operating income (loss):
|
(Dollars in thousands)
|
|||||||||||||||||||
Knight – Trucking
|
$
|
92,298
|
|
|
46.0
|
%
|
|
$
|
136,229
|
|
|
91.7
|
%
|
|
$
|
162,143
|
|
|
91.1
|
%
|
Knight – Logistics
|
$
|
12,600
|
|
|
6.3
|
%
|
|
$
|
12,250
|
|
|
8.3
|
%
|
|
$
|
15,857
|
|
|
8.9
|
%
|
Swift – Truckload
|
$
|
74,924
|
|
|
37.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Dedicated
|
$
|
22,410
|
|
|
11.2
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Refrigerated
|
$
|
13,626
|
|
|
6.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Intermodal
|
$
|
5,977
|
|
|
3.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Subtotal
|
$
|
221,835
|
|
|
110.6
|
%
|
|
$
|
148,479
|
|
|
100.0
|
%
|
|
$
|
178,000
|
|
|
100.0
|
%
|
Non-reportable segments
|
$
|
(21,205
|
)
|
|
(10.6
|
)%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Operating income
|
$
|
200,630
|
|
|
100.0
|
%
|
|
$
|
148,479
|
|
|
100.0
|
%
|
|
$
|
178,000
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Depreciation and amortization of property and equipment:
|
(Dollars in thousands)
|
|||||||||||||||||||
Knight – Trucking
|
$
|
111,536
|
|
|
57.6
|
%
|
|
$
|
111,242
|
|
|
96.2
|
%
|
|
$
|
106,491
|
|
|
96.4
|
%
|
Knight – Logistics
|
$
|
5,089
|
|
|
2.6
|
%
|
|
$
|
4,418
|
|
|
3.8
|
%
|
|
$
|
4,032
|
|
|
3.6
|
%
|
Swift – Truckload
|
$
|
32,258
|
|
|
16.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Dedicated
|
$
|
14,381
|
|
|
7.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Refrigerated
|
$
|
11,163
|
|
|
5.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Swift – Intermodal
|
$
|
3,231
|
|
|
1.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Subtotal
|
$
|
177,658
|
|
|
91.7
|
%
|
|
$
|
115,660
|
|
|
100.0
|
%
|
|
$
|
110,523
|
|
|
100.0
|
%
|
Non-reportable segments
|
$
|
16,075
|
|
|
8.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Consolidated depreciation and amortization of property and equipment
|
$
|
193,733
|
|
|
100.0
|
%
|
|
$
|
115,660
|
|
|
100.0
|
%
|
|
$
|
110,523
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
271,182
|
|
|
$
|
273,243
|
|
|
$
|
521,608
|
|
|
$
|
1,359,420
|
|
Net income
|
15,106
|
|
|
18,259
|
|
|
4,199
|
|
|
447,861
|
|
||||
Net income attributable to Knight-Swift
|
14,876
|
|
|
17,970
|
|
|
3,881
|
|
|
447,564
|
|
||||
Basic earnings per share
|
0.19
|
|
|
0.22
|
|
|
0.04
|
|
|
2.52
|
|
||||
Diluted earnings per share
|
0.18
|
|
|
0.22
|
|
|
0.04
|
|
|
2.50
|
|
||||
2016
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
272,088
|
|
|
$
|
276,318
|
|
|
$
|
280,530
|
|
|
$
|
289,098
|
|
Net income
|
23,470
|
|
|
25,214
|
|
|
24,083
|
|
|
22,472
|
|
||||
Net income attributable to Knight-Swift
|
23,017
|
|
|
24,918
|
|
|
23,767
|
|
|
22,161
|
|
||||
Basic earnings per share
|
0.29
|
|
|
0.31
|
|
|
0.30
|
|
|
0.28
|
|
||||
Diluted earnings per share
|
0.28
|
|
|
0.31
|
|
|
0.29
|
|
|
0.27
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(1)
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;
|
(2)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Company; and
|
(3)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
•
|
the "reverse acquisition" nature of the 2017 Merger, which resulted in Knight, as the legal acquiree, being considered the accounting acquirer, and Swift as the legal acquirer, being considered the accounting acquiree for accounting purposes under GAAP;
|
•
|
the fact that Knight’s historical results of operations replaced Swift's historical results of operations for all periods prior to the 2017 Merger and Swift’s historical financial information is only included after the 2017 Merger;
|
•
|
the timing of the 2017 Merger, which occurred on September 8, 2017, and therefore, did not give us sufficient time to fully incorporate the internal control over financial reporting of Swift into our internal control over financial reporting;
|
•
|
the fact that our principal executive officer and principal financial officer were the principal executive officer and principal financial officer of Knight and not Swift; and
|
•
|
the internal control over financial reporting environment that existed after the 2017 Merger largely represents the internal control over financial reporting environment of Knight.
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Plan Category:
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
3,086,641
|
|
|
$
|
25.48
|
|
|
4,036,647
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
3,086,641
|
|
|
$
|
25.48
|
|
|
4,036,647
|
|
|
|
|
|
|
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)
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List of documents filed as a part of this Form 10-K:
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(1)
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See the Consolidated Financial Statements included in Item 8 hereof.
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(2)
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Financial Statement Schedules are omitted since the required information is not present or is not present in the amounts sufficient to require submission of a schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
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(b)
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Exhibits
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Exhibit Number
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Description
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Page or Method of Filing
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Exhibit Number
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Description
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Page or Method of Filing
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Exhibit Number
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Description
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Page or Method of Filing
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Exhibit Number
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Description
|
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Page or Method of Filing
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|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
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|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
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|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
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|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
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|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
Filed herewith
|
|
|
|
|
|
*
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish to the SEC a supplemental copy of any omitted schedule upon request by the SEC.
|
**
|
Management contract or compensatory plan, contract, or arrangement.
|
***
|
Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934.
|
ITEM 16.
|
10-K SUMMARY
|
|
|
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ David A. Jackson
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David A. Jackson
|
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|
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President and Chief Executive Officer
|
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|
|
|
in his capacity as such and on behalf of the registrant
|
|
Signature and Title
|
|
Date
|
|
Signature and Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ David A. Jackson
|
|
March 1, 2018
|
|
/s/ Michael Garnreiter
|
|
March 1, 2018
|
David A. Jackson
|
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|
|
Michael Garnreiter
|
|
|
President, Chief Executive Officer, and Director
|
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Director
|
|
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(Principal Executive Officer)
|
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/s/ Adam W. Miller
|
|
March 1, 2018
|
|
/s/ Robert Synowicki, Jr.
|
|
March 1, 2018
|
Adam W. Miller
|
|
|
|
Robert Synowicki, Jr.
|
|
|
Chief Financial Officer
|
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|
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Director
|
|
|
(Principal Financial Officer)
|
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|
|
/s/ Cary M. Flanagan
|
|
March 1, 2018
|
|
/s/ David Vanderploeg
|
|
March 1, 2018
|
Cary M. Flanagan
|
|
|
|
David Vanderploeg
|
|
|
Chief Accounting Officer
|
|
|
|
Director
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
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|
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|
|
/s/ Kevin P. Knight
|
|
March 1, 2018
|
|
/s/ Glenn F. Brown
|
|
March 1, 2018
|
Kevin P. Knight
|
|
|
|
Glenn F. Brown
|
|
|
Executive Chairman
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Gary J. Knight
|
|
March 1, 2018
|
|
/s/ Kathryn Munro
|
|
March 1, 2018
|
Gary J. Knight
|
|
|
|
Kathryn Munro
|
|
|
Executive Vice Chairman
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Jerry C. Moyes
|
|
March 1, 2018
|
|
/s/ Richard Lehmann
|
|
March 1, 2018
|
Jerry C. Moyes
|
|
|
|
Richard Lehmann
|
|
|
Director
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Richard H. Dozer
|
|
March 1, 2018
|
|
/s/ Roberta Roberts Shank
|
|
March 1, 2018
|
Richard H. Dozer
|
|
|
|
Roberta Roberts Shank
|
|
|
Director
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard Kraemer
|
|
March 1, 2018
|
|
|
|
|
Richard Kraemer
|
|
|
|
|
|
|
Director
|
|
|
Knight Transportation, Inc.
|
Knight Refrigerated LLC
|
Squire Transportation, LLC
|
Knight Capital Growth, LLC
|
Knight Port Services, LLC
|
Knight Truck & Trailer Sales, LLC
|
Quad K, LLC
|
Knight Transportation Services, Inc.
|
Knight Refrigerated Services (DBA)
|
Knight Logistics, LLC
|
Knight Management Services, Inc.
|
Knight 101 LLC
|
Strehl, LLC
|
Knight Air LLC
|
Kool Trans LLC
|
Re:
|
Knight-Swift Transportation Holdings Inc.: Restricted Stock Unit (Time Vested) Grant Agreement
|
August 2017
|
79%
|
September 2017
|
136%
|
December 2017
|
79%
|
January 2018
|
136%
|
August 2017
|
79%
|
September 2017
|
136%
|
August 2017
|
126%
|
September 2017
|
56%
|
October 2017
|
141%
|
1.
|
Swift Transportation Co., LLC, a Delaware limited liability company
|
2.
|
Swift Transportation Co. of Arizona, LLC, a Delaware limited liability company
|
3.
|
Swift Leasing Co., LLC, a Delaware limited liability company
|
4.
|
Sparks Finance, LLC, a Delaware limited liability company
|
5.
|
Interstate Equipment Leasing, LLC, a Delaware limited liability company
|
6.
|
Common Market Equipment, LLC, a Delaware limited liability company
|
7.
|
Swift Transportation Co. of Virginia, LLC, a Delaware limited liability company
|
8.
|
Swift Transportation Services, LLC, a Delaware limited liability company
|
9.
|
M.S. Carriers, LLC, a Delaware limited liability company
|
10.
|
Swift Logistics, S.A. de C.V., a Mexican corporation
|
11.
|
Trans-Mex, Inc., S.A. de C.V., a Mexican corporation
|
12.
|
Mohave Transportation Insurance Co., Inc., an Arizona corporation
|
13.
|
Swift Intermodal, LLC, a Delaware limited liability company
|
14.
|
Swift International S.A. de C.V. Inc., a Mexican corporation
|
15.
|
Estrella Distributing, LLC, a Delaware limited liability company
|
16.
|
TMX Administración, S.A. de C.V. Inc., a Mexican corporation
|
17.
|
Swift Receivables Company II, LLC, a Delaware limited liability company
|
18.
|
Red Rock Risk Retention Group, Inc., an Arizona corporation
|
19.
|
Swift Academy LLC, a Delaware limited liability company
|
20.
|
Swift Services Holdings, Inc., a Delaware corporation
|
21.
|
Swift Logistics, LLC, a Delaware limited liability company
|
22.
|
Central Refrigerated Transportation, LLC, a Delaware limited liability company
|
23.
|
Swift Refrigerated Service, LLC, a Delaware limited liability company
|
24.
|
Central Leasing, LLC, a Delaware limited liability company
|
25.
|
Swift Transportation Canada Inc., a Canada corporation
|
26.
|
Swift Warehousing, LLC, a Delaware limited liability company
|
27.
|
Swift Freight Forwarding, LLC, a Delaware limited liability company
|
28.
|
Knight Refrigerated, LLC, an Arizona limited liability company
|
29.
|
Knight Logistics LLC, an Arizona limited liability company
|
30.
|
Knight Transportation Services, Inc., an Arizona corporation
|
31.
|
Knight Truck & Trailer Sales, LLC, an Arizona limited liability company
|
32.
|
Quad K, LLC, an Arizona limited liability company
|
33.
|
Knight Management Services, Inc., an Arizona corporation
|
34.
|
Squire Transportation, LLC, an Arizona limited liability company
|
35.
|
Knight Capital Growth, LLC, an Arizona limited liability company
|
36.
|
Knight Port Services, LLC, an Arizona limited liability company
|
37.
|
Kold Trans LLC, an Arizona limited liability company
|
38.
|
Barr-Nunn Transportation, Inc., an Iowa corporation
|
39.
|
Barr-Nunn Logistics, Inc., an Iowa corporation
|
40.
|
Sturgeon Equipment, Inc., an Iowa corporation
|
41.
|
Knight Transportation, Inc., an Arizona corporation (Knight’s former parent)
|
42.
|
Knight Air LLC, an Arizona limited liability company
|
43.
|
Knight 101 LLC, an Arizona limited liability company
|
44.
|
Strehl, LLC, an Arizona limited liability company
|
|
|
|
|
Date:
|
March 1, 2018
|
|
|
|
|
|
|
|
|
|
/s/ David A. Jackson
|
|
|
|
David A. Jackson
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
March 1, 2018
|
|
|
|
|
|
|
|
|
|
/s/ Adam W. Miller
|
|
|
|
Adam W. Miller
|
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.,
|
||
|
||
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ David A. Jackson
|
|
|
David A Jackson
|
|
|
President and Chief Executive Officer
|
|
||
March 1, 2018
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.,
|
||
|
||
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ Adam W. Miller
|
|
|
Adam W. Miller
|
|
|
Chief Financial Officer
|
|
||
March 1, 2018
|