8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2018

___________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________________________

Delaware		001-35007	20-5589597
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
20002 North 19th Avenue, Phoenix, Arizona			85027
(Address of principal executive offices)			(Zip Code)
		(602) 269-2000
(Registrant's telephone number, including area code)
		N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        o

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 25, 2018, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended June 30, 2018. A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

The information in this Current Report that is furnished under this Item 2.02 and 7.01, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On September 8, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 9, 2017, by Swift Transportation Company ("Swift"), Bishop Merger Sub, Inc., a direct wholly owned subsidiary of Swift, ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight surviving as a direct wholly owned subsidiary of Swift (the "2017 Merger"). Knight was the accounting acquirer and Swift was the legal acquirer in the 2017 Merger.

In accordance with the accounting treatment applicable to the 2017 Merger, throughout Exhibit 99.2, the reported results do not include the results of operations of Swift and its subsidiaries on and prior to the 2017 Merger date of September 8, 2017 (the "2017 Merger Date"). However, where indicated, certain unaudited historical information of Swift and its subsidiaries on and prior to the 2017 Merger Date, including their results of operations and certain operating statistics (collectively, the "Swift Historical Information"), has been provided in Exhibit 99.2. Management believes that presentation of the Swift Historical Information will be useful to investors. The Swift Historical Information has not been prepared in accordance with the rules of the Securities and Exchange Commission, including Article 11 of Regulation S-X, and it therefore does not reflect any of the pro forma adjustments that would be required by Article 11 of Regulation S-X. The Swift Historical Information does not purport to indicate the results that would have been obtained had the Swift and Knight businesses been operated together during the periods presented, or which may be realized in the future.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit	Description
Exhibit 99.1	Knight-Swift Transportation Holdings Inc. Press Release Announcing Financial Results for the Quarter Ended June 30, 2018
Exhibit 99.2	Knight-Swift Transportation Holdings Inc. Second Quarter 2018 Earnings Call Presentation

SIGNATURES

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

		Knight-Swift Transportation Holdings Inc.
		(Registrant)
Date:	July 25, 2018	/s/ Adam W. Miller
		Adam W. Miller
		Chief Financial Officer

EX-99.1

Exhibit 99.1

July 25, 2018

Phoenix, Arizona

Knight-Swift Transportation Holdings Inc. Reports Second Quarter 2018 Revenue and Earnings

Key Financial Highlights

	Quarter-to-Date June 30, (1)
	2018		2017		Change
	(Dollars in thousands, except per share data)
Total revenue	$	1,331,683	$	273,243	387.4	%
Revenue, excluding fuel surcharge	$	1,169,748	$	247,022	373.5	%
Operating income	$	124,242	$	28,410	337.3	%
Adjusted Operating Income (2)	$	134,929	$	32,588	314.0	%
Net income attributable to Knight-Swift	$	91,323	$	17,970	408.2	%
Adjusted Net Income Attributable to Knight-Swift (2)	$	99,632	$	20,577	384.2	%
Earnings per diluted share	$	0.51	$	0.22	131.8	%
Adjusted EPS (2)	$	0.56	$	0.25	124.0	%

_________________

(1) For information regarding comparability of the reported results due to mergers and acquisitions, refer to footnote (1) of the Condensed Consolidated Income Statements (Unaudited), in the schedules following this release.

(2) See GAAP to non-GAAP reconciliation in the schedules following this release.

Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift"), North America's largest truckload transportation company, today reported second quarter 2018 net income attributable to Knight-Swift of $91.3 million and Adjusted Net Income Attributable to Knight-Swift of $99.6 million. Our earnings per diluted share were $0.51 for the second quarter of 2018 and $0.22 for the second quarter of 2017. Our Adjusted EPS was $0.56 for the second quarter of 2018 and $0.25 for the second quarter of 2017. The second quarter effective tax rate decreased to 22.9% in 2018, compared to 37.6% in 2017, primarily as a result of the Tax Cuts and Jobs Act of 2017, and increased sequentially from 21.2% in the first quarter of 2018.

Total revenue increased 387.4% to $1.3 billion for the second quarter of 2018 from $273.2 million for the second quarter of 2017. Revenue, excluding fuel surcharge, increased 373.5% to $1.2 billion for the second quarter of 2018 from $247.0 million for the second quarter of 2017. Increases in revenue, excluding fuel surcharge, of 31.5% and 44.7% in our Knight Trucking and Knight Logistics segments, respectively, as well as the merger between Knight and Swift and our acquisition of Abilene Motor Express, Inc. ("Abilene") contributed to an increase in revenue compared to the prior year.

Operating income increased 337.3% to $124.2 million for the second quarter of 2018 from $28.4 million for the second quarter of 2017. Adjusted Operating Income increased 314.0% to $134.9 million for the second quarter of 2018 from $32.6 million for the second quarter of 2017. Improvements in Adjusted Operating Income of 90.1% and 55.1% in our Knight Trucking and Knight Logistics segments, respectively, as well as Swift's second quarter 2018 Adjusted Operating Income, including non-reportable segments, of $73.9 million, and Abilene's continuous improvement in operating margins since the acquisition date, led to the earnings growth.

Knight Trucking, Swift Truckload, and Swift Dedicated comprised approximately 80% (or 15,300 tractors) of our asset-based trucking business and are performing well, operating on a combined basis at an 83.8% Adjusted Operating Ratio during the second quarter of 2018. Swift Intermodal continues to show sequential and year-over-year improvements since the merger between Knight and Swift. Additionally, Knight Logistics continues to grow load count as well as operating income. We have a team working on identified opportunities to improve profitability within our Swift Refrigerated segment, and we expect to make progress in the second half of 2018.

The company previously announced a quarterly cash dividend of $0.06 per share to stockholders of record on June 1, 2018, which was paid on June 27, 2018.

Segment Financial Performance

Knight Transportation (1)	Quarter-to-Date June 30,
	2018			2017			Change
	(Dollars in thousands)
Knight Trucking:
Revenue, excluding fuel surcharge and intersegment transactions	$	255,224		$	194,049		31.5	%
Operating income	$	56,582		$	25,762		119.6	%
Adjusted Operating Income (2)	$	56,925		$	29,940		90.1	%
Operating ratio	80.8		%	88.3		%	(750	bps)
Adjusted Operating Ratio (2)	77.7		%	84.6		%	(690	bps)
Knight Logistics:
Revenue, excluding intersegment transactions	$	76,639		$	52,973		44.7	%
Operating income	$	4,108		$	2,648		55.1	%
Operating ratio	94.8		%	95.2		%	(40	bps)
Adjusted Operating Ratio (2)	94.6		%	95.0		%	(40	bps)

_________________

(1) For information regarding comparability of the reported results due to mergers and acquisitions, refer to footnote (1) of the Condensed Consolidated Income Statements (Unaudited), in the schedules following this release.

(2) See GAAP to non-GAAP reconciliation in the schedules following this release.

Knight Trucking Segment — During the second quarter of 2018, the Knight Trucking segment produced an Adjusted Operating Ratio of 77.7% compared to 84.6% for the same quarter last year, resulting in a 90.1% improvement in Adjusted Operating Income. The strong freight market and tight capacity supported increases in both contract and non-contract rates throughout the quarter. Average revenue per tractor increased 24.1% as a result of a 20.9% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, and a 3.9% improvement in miles per tractor, compared to the prior year quarter. As a result of these improvements and a 6.0% increase in average tractor count, revenue, excluding fuel surcharge and intersegment transactions, increased 31.5%. The 2018 results include the results of Abilene.

Knight Logistics Segment — Our Knight Logistics segment consists of brokerage, intermodal, and other logistics services. Adjusted Operating Ratio in the Knight Logistics segment improved to 94.6% in the second quarter of 2018 from 95.0% in the second quarter of 2017. The Knight Logistics segment's revenue, excluding intersegment transactions, increased by 44.7%, contributing to a 55.1% improvement in operating income. Brokerage revenue increased by 45.4% in the second quarter of 2018 when compared to the same quarter in 2017, as revenue per load increased 26.6% and load volumes increased by 14.8%.Brokerage gross margin percentage for the quarter was slightly down year-over-year, as the revenue per load increase was offset by an increase in purchased transportation costs.

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Swift Transportation (1)	Quarter-to-Date June 30, 2018
	Swift Truckload			Swift Dedicated			Swift Refrigerated			Swift Intermodal
Revenue, excluding fuel surcharge	$	363,066		$	141,993		$	180,834		$	94,730
Operating income	$	45,787		$	20,691		$	3,597		$	4,166
Operating ratio	89.1		%	87.1		%	98.2		%	96.3		%
Adjusted Operating Ratio (2)	87.4		%	85.4		%	98.0		%	95.6		%

_________________

(1) For information regarding comparability of the reported results due to mergers and acquisitions, refer to footnote (1) of the Condensed Consolidated Income Statements (Unaudited), in the schedules following this release.

(2) See GAAP to non-GAAP reconciliation in the schedules following this release.

During the second quarter of 2018, our two largest segments (based on average tractor count), Swift Truckload and Swift Dedicated, achieved an Adjusted Operating Ratio of 87.4% and 85.4%, respectively, which is a notable improvement from historical performance within these segments. Additionally, we continue to see meaningful improvement in our operating profitability within our Swift Truckload, Swift Dedicated, and Swift Intermodal segments, as a result of our focus on expanding our margins by improving our revenue per tractor and revenue per container while executing on cost control. We have made progress in certain areas of our Swift Refrigerated segment, however, this segment is underperforming. We believe that we have identified the issues within this segment and we have a team working on identified opportunities that we believe will support improved results beginning in the second half of 2018.

Improving safety has been a high priority, and we believe that the initiatives we have implemented are leading to positive trends in our safety metrics. The challenging driver-sourcing market remains the biggest headwind faced by our industry; however, we believe our efforts to address the associated pressures from this headwind have not compromised our priority of improving safety.

Average tractor count decreased sequentially by 658 units across the Swift fleet during the second quarter, as a result of the difficult driver sourcing environment and exiting several underperforming refrigerated and dedicated accounts. The Swift fleet ended the quarter with approximately 14,700 operational tractors, and we believe we are close to stabilizing the tractor count for the back half of the year.

Swift Truckload Segment — Our average revenue per tractor increased 8.8% in our Swift Truckload segment compared to the same quarter of 2017. This increase was primarily driven by a 14.7% increase in revenue, excluding fuel surcharge, per loaded mile as a result of year-over-year improvements in both our contract and non-contract rates, partially offset by a 3.8% decrease in miles per tractor. Over the last several quarters we have emphasized our focus on improving revenue per tractor, which has led to a change in our freight mix, a shorter length of haul, and fewer miles per tractor. The Swift Truckload segment's Adjusted Operating Ratio was 87.4% for the second quarter of 2018, which represents a meaningful year-over-year improvement in both Adjusted Operating Ratio and Adjusted Operating Income.

Swift Dedicated Segment — Our average revenue per tractor within our Swift Dedicated segment increased 3.5% in the second quarter of 2018, compared to the same quarter of 2017. This increase was predominately related to the 4.4% increase in our contract rates, partially offset by a slight decrease in miles per tractor year over year. The Swift Dedicated segment's Adjusted Operating Ratio was 85.4% in the second quarter of 2018.

Swift Refrigerated Segment — Our average revenue per tractor within our Swift Refrigerated segment decreased 6.7% in the second quarter of 2018, compared to the same quarter of 2017. Our revenue, excluding fuel surcharge, per loaded mile increased 3.7%, but was offset by a 10.8% decrease in miles per tractor, as a result of an increase in unmanned trucks. As noted above, we have identified opportunities for improvement and have a team working on solutions that we believe will support improved results beginning in the second half of 2018.

Swift Intermodal Segment — Our second quarter Adjusted Operating Ratio was 95.6% for the Swift Intermodal segment, reflecting meaningful year-over-year improvement in this segment. These results were largely driven by our improved container turns and a 16.6% year-over-year increase in revenue, excluding fuel surcharge, per container in the second quarter of 2018. Load count increased 11.7% while average revenue per load increased 4.3%.

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Consolidated Liquidity and Capital Resources

Cash Flow Sources (Uses) ⁽¹⁾ 

	Year-to-Date June 30,						Change
	2018			2017
	(In thousands)
Net cash provided by operating activities	$	375,912		$	120,914		$	254,998
Net cash used in investing activities	(232,564		)	(16,345		)	(216,219		)
Net cash used in financing activities	(126,769		)	(23,795		)	(102,974		)
Net increase in cash, restricted cash, and equivalents(2)	$	16,579		$	80,774		$	(64,195	)
Net capital expenditures	$	(121,386	)	$	(22,587	)	$	(98,799	)

_________________

(1) For information regarding comparability of the reported results due to mergers and acquisitions, refer to footnote (1) of the Condensed Consolidated Income Statements (Unaudited), in the schedules following this release.

(2) "Net increase in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents – restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the consolidated balance sheets.

Liquidity and Capitalization — As of June 30, 2018, we had $770.2 million of unrestricted cash and available liquidity and $5.4 billion of stockholders' equity. Since December 31, 2017, we have decreased the face value of our net debt by $151.2 million to $743.7 million as of June 30, 2018, even while acquiring Abilene in 2018. We remain committed to reducing leverage and further strengthening our balance sheet, which we believe will position the company for success in a changing environment and to be able to pursue further opportunities for organic growth and growth through acquisition. Also, over the the last twelve months ended June 30, 2018, we returned $37.2 million in quarterly dividends to our stockholders.

During the second quarter, our board of directors authorized a share repurchase program of up to $250.0 million. We plan to monitor the price of our stock relative to our expectations and historical valuation levels and will be active where we see opportunities. We will manage any repurchase activity in light of leverage levels and growth opportunities for organic growth and growth through acquisition. We believe our current balance sheet positions us to have the flexibility to be opportunistic buyers of our stock while continuing to invest in future growth opportunities.

Equipment and Capital Expenditures — Gain on sale of revenue equipment was $9.1 million in the second quarter of 2018, compared to $0.8 million in the same quarter of 2017, which does not include the $3.4 million gain reported by Swift in the second quarter of 2017. A year-over-year increase in trailer sales contributed to the improvement in our gain on sale of revenue equipment, as we focused on right-sizing our trailer-to-tractor ratio. Capital expenditures, net of disposal proceeds, were $114.3 million in the second quarter of 2018, while the average ages of the Knight and Swift tractor fleets were 2.6 years and 2.5 years, respectively.

We expect that net capital expenditures will be in the range of $525.0 – $575.0 million in 2018, primarily representing replacements of existing tractors and trailers. As noted in the previous quarter, this range reflects a change in the composition of capital expenditure funding from Swift's historical practices. We plan to fund more purchases with cash and on-balance-sheet financing through our revolver and to use less off-balance-sheet leasing compared to Swift's past practice. While this may cause the reported cash expenditures to be significantly higher, the aggregate purchases of equipment and their related life cycles are not expected to change meaningfully.

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Other Information

About Knight-Swift

Knight-Swift Transportation Holdings Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and terminals in the United States to serve customers throughout North America. In addition to operating the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

Conference Call

The company will hold a conference call on July 25, 2018, at 4:30 PM EDT, to further discuss its results of operations for the quarter ended June 30, 2018. The dial-in number for this conference call is 1-855-733-9163. Slides to accompany this call will be posted on the company's website and will be available to download prior to the scheduled conference time. To view the presentation, please visit http://investor.knight-swift.com/events, "Second Quarter 2018 Conference Call Presentation."

Forward-Looking Statements

This press release contains statements that may constitute forward-looking statements, which are based on information currently available, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," ''focus," "outlook," "will," 'is," "could," "should," "may," "continue," or similar expressions, which speak only as of the date the statement was made. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of earnings, revenues, cash flows, dividends, capital expenditures, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services or developments; any statements regarding future economic conditions or performance; and any statements of belief and any statement of assumptions underlying any of the foregoing.  In this press release, such statements include, but are not limited to, statements concerning:

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

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

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

• any statements regarding future economic or industry conditions or performance, and

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

Such forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2017, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, and various disclosures in our press releases, stockholder reports, and other filings with the SEC. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements:

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

• the future impact of the 2017 Merger, including achievement of anticipated synergies,

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

• our ability to recruit and retain qualified driving associates,

• future safety performance,

• future dedicated and refrigerated performance,

• our ability to gain market share,

• our ability and desire to expand our brokerage and intermodal operations,

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

• our ability to sublease equipment to independent contractors,

• the impact of pending legal proceedings,

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

• economic conditions, including future inflation and consumer spending,

• our ability to obtain favorable pricing terms from vendors and suppliers,

• expected liquidity and methods for achieving sufficient liquidity,

• future fuel prices,

• future expenses and our ability to control costs,

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• future third-party service provider relationships and availability,

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

• our expected need or desire to incur indebtedness,

• expected sources of liquidity for capital expenditures and allocation of capital,

• expected capital expenditures,

• future mix of owned versus leased revenue equipment,

• future asset utilization,

• future capital requirements,

• future return on capital,

• future tax rates,

• our intention to pay dividends in the future,

• future share repurchases,

• future trucking industry capacity,

• future rates,

• future depreciation and amortization,

• expected tractor and trailer fleet age,

• political conditions and regulations, including future changes thereto,

• future purchased transportation expense, and

• others.

Investor Relations Contact Information

David A. Jackson, President and Chief Executive Officer, or Adam W. Miller, Chief Financial Officer: (602) 606-6349

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Financial Statements

Condensed Consolidated Income Statements (Unaudited) ⁽¹⁾

	Quarter-to-Date June 30,						Year-to-Date June 30,
	2018			2017			2018			2017
	(In thousands, except per share data)
Revenue:
Revenue, excluding fuel surcharge	$	1,169,748		$	247,022		$	2,293,920		$	492,002
Fuel surcharge	161,935			26,221			308,895			52,423
Total revenue	1,331,683			273,243			2,602,815			544,425
Operating expenses:
Salaries, wages, and benefits	371,405			79,944			733,078			162,454
Fuel	162,969			33,719			307,785			68,952
Operations and maintenance	88,278			20,596			173,298			41,249
Insurance and claims	53,126			8,294			112,274			16,865
Operating taxes and licenses	22,671			4,615			45,821			9,046
Communications	5,450			1,018			10,742			2,204
Depreciation and amortization of property and equipment	95,748			29,246			189,611			58,803
Amortization of intangibles	10,687			125			21,196			250
Rental expense	47,703			1,228			100,578			2,551
Purchased transportation	335,712			58,299			659,995			116,924
Miscellaneous operating expenses	13,692			3,571			30,451			9,901
Merger-related costs	—			4,178			—			4,178
Total operating expenses	1,207,441			244,833			2,384,829			493,377
Operating income	124,242			28,410			217,986			51,048
Interest income	730			130			1,302			189
Interest expense	(7,132		)	(54		)	(13,896		)	(136		)
Other income, net	1,005			601			3,160			1,322
Other (expense) income, net	(5,397		)	677			(9,434		)	1,375
Income before income taxes	118,845			29,087			208,552			52,423
Income tax expense	27,217			10,828			46,192			19,058
Net income	91,628			18,259			162,360			33,365
Net income attributable to noncontrolling interest	(305		)	(289		)	(673		)	(518		)
Net income attributable to Knight-Swift	$	91,323		$	17,970		$	161,687		$	32,847
Earnings per share:
Basic	$	0.51		$	0.22		$	0.91		$	0.41
Diluted	$	0.51		$	0.22		$	0.90		$	0.40
Dividends declared per share:	$	0.06		$	0.06		$	0.12		$	0.12
Weighted average shares outstanding:
Basic	178,451			80,520			178,307			80,416
Diluted	179,398			81,349			179,321			81,276

_________________

(1) The reported results do not include the results of operations of Swift and its subsidiaries on and prior to the merger with Knight on September 8, 2017 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.

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Condensed Consolidated Balance Sheets (Unaudited) ⁽¹⁾

	June 30, 2018		December 31, 2017
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	115,494	$	76,649
Cash and cash equivalents – restricted	50,714		73,657
Restricted investments, held to maturity, amortized cost	21,498		22,232
Trade receivables, net of allowance for doubtful accounts of $13,430 and $14,829, respectively	598,850		574,265
Prepaid expenses	58,438		58,525
Assets held for sale	36,274		25,153
Income tax receivable	30,036		55,114
Other current assets	30,028		37,612
Total current assets	941,332		923,207
Property and equipment, net	2,403,491		2,384,221
Goodwill	2,917,584		2,887,867
Intangible assets, net	1,442,707		1,440,903
Other long-term assets	48,627		47,244
Total assets	$	7,753,741	$	7,683,442
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	141,465	$	119,867
Accrued payroll and purchased transportation	126,388		107,017
Accrued liabilities	155,249		186,379
Claims accruals – current portion	152,243		147,285
Capital lease obligations and long-term debt – current portion	65,876		49,002
Total current liabilities	641,221		609,550
Revolving line of credit	120,000		125,000
Long-term debt – less current portion	364,473		364,771
Capital lease obligations – less current portion	93,302		127,132
Accounts receivable securitization	215,000		305,000
Claims accruals – less current portion	213,101		206,144
Deferred tax liabilities	684,595		679,077
Other long-term liabilities	25,665		26,398
Total liabilities	2,357,357		2,443,072
Stockholders’ equity:
Common stock	1,786		1,780
Additional paid-in capital	4,232,672		4,219,214
Retained earnings	1,159,687		1,016,738
Total Knight-Swift stockholders' equity	5,394,145		5,237,732
Noncontrolling interest	2,239		2,638
Total stockholders’ equity	5,396,384		5,240,370
Total liabilities and stockholders’ equity	$	7,753,741	$	7,683,442

_________________

(1) The reported balances include the balances of Abilene as of June 30, 2018.

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Segment Operating Statistics (Unaudited)

	Quarter-to-Date June 30,								Year-to-Date June 30,
	2018			2017			Change		2018			2017			Change
Knight Trucking (4)
Average revenue per tractor (1)	$	52,353		$	42,176		24.1	%	$	100,824		$	83,335		21.0	%
Non-paid empty miles percentage	13.5		%	12.5		%	100	bps	13.3		%	12.5		%	80	bps
Average length of haul (miles)	498			488			2.0	%	496			493			0.6	%
Average tractors	4,875			4,601			6.0	%	4,730			4,638			2.0	%
Average trailers	13,758			12,310			11.8	%	13,156			12,377			6.3	%
Knight Logistics (4)
Revenue per load – Brokerage only (2)	$	1,627		$	1,285		26.6	%	$	1,601		$	1,254		27.7	%
Gross margin – Brokerage only	13.7		%	14.3		%	(60	bps)	14.1		%	14.2		%	(10	bps)
Swift Truckload
Average revenue per tractor (3)	$	48,584		$	44,674		8.8	%	$	93,627		$	87,594		6.9	%
Non-paid empty miles percentage	12.8		%	11.4		%	140	bps	12.6		%	11.5		%	110	bps
Average length of haul (miles)	578			598			(3.3	%)	585			601			(2.7	%)
Average tractors	7,473			9,844			(24.1	%)	7,844			9,925			(21.0	%)
Average trailers	30,594			35,470			(13.7	%)	31,860			35,736			(10.8	%)
Swift Dedicated
Average revenue per tractor (3)	$	47,729		$	46,136		3.5	%	$	92,249		$	90,655		1.8	%
Non-paid empty miles percentage	19.4		%	18.5		%	90	bps	18.8		%	18.6		%	20	bps
Average length of haul (miles)	183			179			2.2	%	186			180			3.3	%
Average tractors	2,975			3,106			(4.2	%)	3,006			3,090			(2.7	%)
Average trailers	14,787			14,920			(0.9	%)	15,000			14,844			1.1	%
Swift Refrigerated
Average revenue per tractor (3)	$	46,061		$	49,368		(6.7	%)	$	93,293		$	96,812		(3.6	%)
Non-paid empty miles percentage	6.8		%	7.5		%	(70	bps)	7.0		%	7.5		%	(50	bps)
Average length of haul (miles)	398			406			(2.0	%)	394			411			(4.1	%)
Average tractors	3,926			3,399			15.5	%	3,867			3,405			13.6	%
Average trailers	3,683			4,362			(15.6	%)	3,895			4,429			(12.1	%)
Swift Intermodal
Average revenue per load (3)	$	1,922		$	1,843		4.3	%	$	1,895		$	1,856		2.1	%
Load count	49,277			44,135			11.7	%	96,653			84,801			14.0	%
Average tractors	621			503			23.5	%	600			500			20.0	%
Average containers	9,119			9,130			(0.1	%)	9,120			9,130			(0.1	%)

____________

(1) Computed with revenue, excluding fuel surcharge and intersegment transactions

(2) Computed with revenue, excluding intersegment transactions

(3) Computed with revenue, excluding fuel surcharge

(4) The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.

9

Non-GAAP Financial Measures and Reconciliations

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

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

Non-GAAP Reconciliation (Unaudited):

Adjusted Operating Income and Adjusted Operating Ratio ^{(1) (2)}

	Quarter-to-Date June 30,						Year-to-Date June 30,
	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	1,331,683		$	273,243		$	2,602,815		$	544,425
Total operating expenses	(1,207,441		)	(244,833		)	(2,384,829		)	(493,377		)
Operating income	$	124,242		$	28,410		$	217,986		$	51,048
Operating ratio	90.7		%	89.6		%	91.6		%	90.6		%
Non-GAAP Presentation
Total revenue	$	1,331,683		$	273,243		$	2,602,815		$	544,425
Fuel surcharge	(161,935		)	(26,221		)	(308,895		)	(52,423		)
Revenue, excluding fuel surcharge	1,169,748			247,022			2,293,920			492,002
Total operating expenses	1,207,441			244,833			2,384,829			493,377
Adjusted for:
Fuel surcharge	(161,935		)	(26,221		)	(308,895		)	(52,423		)
Amortization of intangibles (3)	(10,687		)	—			(21,196		)	—
Merger-related costs (4)	—			(4,178		)	—			(4,178		)
Adjusted Operating Expenses	1,034,819			214,434			2,054,738			436,776
Adjusted Operating Income	$	134,929		$	32,588		$	239,182		$	55,226
Adjusted Operating Ratio	88.5		%	86.8		%	89.6		%	88.8		%

____________

(1) Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.

(2) The reported results do not include the results of operations of Swift and its subsidiaries on and prior to the merger with Knight on September 8, 2017 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.

10

(3) "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger and historical Knight acquisitions. Certain data necessary to complete the purchase price allocation for the 2017 Merger and Abilene Acquisition is open for adjustments during the measurement periods, and includes, but is not limited to, finalization of certain 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) During the second quarter of 2017, Knight incurred certain merger-related expenses associated with the 2017 Merger, consisting of legal and professional fees.

Non-GAAP Reconciliation (Unaudited):

Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS ^{(1) (2)}

	Quarter-to-Date June 30,						Year-to-Date June 30,
	2018			2017			2018			2017
	(Dollars In thousands)
GAAP: Net income attributable to Knight-Swift	$	91,323		$	17,970		$	161,687		$	32,847
Adjusted for:
Income tax expense attributable to Knight-Swift	27,217			10,828			46,192			19,058
Income before income taxes attributable to Knight-Swift	118,540			28,798			207,879			51,905
Amortization of intangibles (3)	10,687			—			21,196			—
Merger-related costs (4)	—			4,178			—			4,178
Adjusted income before income taxes	129,227			32,976			229,075			56,083
Provision for income tax expense at effective rate	(29,595		)	(12,399		)	(50,738		)	(20,629		)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift	$	99,632		$	20,577		$	178,337		$	35,454

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

	Quarter-to-Date June 30,						Year-to-Date June 30,
	2018			2017			2018			2017
GAAP: Earnings per diluted share	$	0.51		$	0.22		$	0.90		$	0.40
Adjusted for:
Income tax expense attributable to Knight-Swift	0.15			0.13			0.26			0.23
Income before income taxes attributable to Knight-Swift	0.66			0.35			1.16			0.64
Amortization of intangibles (3)	0.06			—			0.12			—
Merger-related costs (4)	—			0.05			—			0.05
Adjusted income before income taxes	0.72			0.41			1.28			0.69
Provision for income tax expense at effective rate	(0.16		)	(0.15		)	(0.28		)	(0.25		)
Non-GAAP: Adjusted EPS	$	0.56		$	0.25		$	0.99		$	0.44

____________

(1) Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted net income attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.

(2) Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote(2).

(3) Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote(3).

(4) Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote(4).

11

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio ^{(1) (2)}

Knight Trucking Segment	Quarter-to-Date June 30,						Year-to-Date June 30,
	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	294,699		$	220,323		$	549,667		$	439,013
Total operating expenses	(238,117		)	(194,561		)	(452,287		)	(392,991		)
Operating income	$	56,582		$	25,762		$	97,380		$	46,022
Operating ratio	80.8		%	88.3		%	82.3		%	89.5		%
Non-GAAP Presentation
Total revenue	$	294,699		$	220,323		$	549,667		$	439,013
Fuel surcharge	(39,421		)	(26,221		)	(72,695		)	(52,423		)
Intersegment transactions	(54		)	(53		)	(73		)	(81		)
Revenue, excluding fuel surcharge and intersegment transactions	255,224			194,049			476,899			386,509
Total operating expenses	238,117			194,561			452,287			392,991
Adjusted for:
Fuel surcharge	(39,421		)	(26,221		)	(72,695		)	(52,423		)
Intersegment transactions	(54		)	(53		)	(73		)	(81		)
Amortization of intangibles (3)	(343		)	—			(508		)	—
Merger-related costs (4)	—			(4,178		)	—			(4,178		)
Adjusted Operating Expenses	198,299			164,109			379,011			336,309
Adjusted Operating Income	$	56,925		$	29,940		$	97,888		$	50,200
Adjusted Operating Ratio	77.7		%	84.6		%	79.5		%	87.0		%

Knight Logistics Segment	Quarter-to-Date June 30,						Year-to-Date June 30,
	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	78,434		$	54,867		$	145,611		$	109,055
Total operating expenses	(74,326		)	(52,219		)	(137,921		)	(104,029		)
Operating income	$	4,108		$	2,648		$	7,690		$	5,026
Operating ratio	94.8		%	95.2		%	94.7		%	95.4		%
Non-GAAP Presentation
Total revenue	$	78,434		$	54,867		$	145,611		$	109,055
Intersegment transactions	(1,795		)	(1,894		)	(3,175		)	(3,562		)
Revenue, excluding intersegment transactions	76,639			52,973			142,436			105,493
Total operating expenses	74,326			52,219			137,921			104,029
Adjusted for:
Intersegment transactions	(1,795		)	(1,894		)	(3,175		)	(3,562		)
Adjusted Operating Expenses	72,531			50,325			134,746			100,467
Adjusted Operating Income	$	4,108		$	2,648		$	7,690		$	5,026
Adjusted Operating Ratio	94.6		%	95.0		%	94.6		%	95.2		%

____________

(1) Pursuant to the requirements of Regulation G, these tables reconcile segment GAAP operating ratio to segment non-GAAP Adjusted Operating Ratio.

(2) The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to the Abilene Acquisition, in accordance with the accounting treatment applicable to the transaction.

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

(4) During the second quarter of 2017,Knight incurred certain merger-related expenses associated with the 2017 Merger, consisting of legal and professional fees.

12

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio — Continued ⁽¹⁾

Swift Transportation	Quarter-to-Date June 30, 2018
	Swift Truckload			Swift Dedicated			Swift Refrigerated			Swift Intermodal
GAAP Presentation	(Dollars in thousands)
Total revenue	$	421,921		$	160,874		$	204,338		$	112,662
Total operating expenses	(376,134		)	(140,183		)	(200,741		)	(108,496		)
Operating Income	$	45,787		$	20,691		$	3,597		$	4,166
Operating Ratio	89.1		%	87.1		%	98.2		%	96.3		%
Non-GAAP Presentation
Total revenue	$	421,921		$	160,874		$	204,338		$	112,662
Fuel surcharge	(58,855		)	(18,881		)	(23,504		)	(17,932		)
Revenue, excluding fuel surcharge	363,066			141,993			180,834			94,730
Total operating expenses	376,134			140,183			200,741			108,496
Adjusted for:
Fuel surcharge	(58,855		)	(18,881		)	(23,504		)	(17,932		)
Adjusted Operating Expenses	317,279			121,302			177,237			90,564
Adjusted Operating Income	$	45,787		$	20,691		$	3,597		$	4,166
Adjusted Operating Ratio	87.4		%	85.4		%	98.0		%	95.6		%

	Year-to-Date June 30, 2018
	Swift Truckload			Swift Dedicated			Swift Refrigerated			Swift Intermodal
GAAP Presentation	(Dollars in thousands)
Total revenue	$	851,177		$	313,190		$	405,162		$	216,776
Total operating expenses	(770,581		)	(277,297		)	(392,123		)	(208,774		)
Operating Income	$	80,596		$	35,893		$	13,039		$	8,002
Operating Ratio	90.5		%	88.5		%	96.8		%	96.3		%
Non-GAAP Presentation
Total revenue	$	851,177		$	313,190		$	405,162		$	216,776
Fuel surcharge	(116,767		)	(35,891		)	(44,399		)	(33,575		)
Revenue, excluding fuel surcharge	734,410			277,299			360,763			183,201
Total operating expenses	770,581			277,297			392,123			208,774
Adjusted for:
Fuel surcharge	(116,767		)	(35,891		)	(44,399		)	(33,575		)
Adjusted Operating Expenses	653,814			241,406			347,724			175,199
Adjusted Operating Income	$	80,596		$	35,893		$	13,039		$	8,002
Adjusted Operating Ratio	89.0		%	87.1		%	96.4		%	95.6		%

____________

(1) Pursuant to the requirements of Regulation G, these tables reconcile segment GAAP operating ratio to segment non-GAAP Adjusted Operating Ratio.

13

EX-99.2

2Q 2018 Earnings Call Presentation 1

Disclosure This presentation, including documents incorporated herein by reference, will contain forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Please review our disclosures in filings with the Securities Exchange Commission. Non-GAAP Financial Data This presentation includes the use of adjusted operating income, operating ratio, adjusted operating ratio, adjusted net income, adjusted earnings per share, and free cash flow, which are financial measures that are not in accordance with generally accepted accounting principles (“GAAP”). Each such measure is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors and lenders. While management believes such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. In addition, our use of these non-GAAP measures should not be interpreted as indicating that these or similar items could not occur in future periods. In addition, adjusted operating ratio excludes trucking segment fuel surcharges from revenue and nets these surcharges against fuel expense. 2

Disclosure On September 8, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 9, 2017, by Swift Transportation Company (“Swift”), Bishop Merger Sub, Inc., a direct wholly owned subsidiary of Swift, (“Merger Sub”), and Knight Transportation, Inc. (“Knight”), Merger Sub merged with and into Knight, with Knight surviving as a direct wholly owned subsidiary of Swift (the “2017 Merger”). Knight was the accounting acquirer and Swift was the legal acquirer in the 2017 Merger. In accordance with the accounting treatment applicable to the 2017 Merger, throughout this presentation, the reported results do not include the results of operations of Swift and its subsidiaries on and prior to the 2017 Merger date of September 8, 2017 (the “2017 Merger Date”). However, where indicated, certain historical information of Swift and its subsidiaries on and prior to the 2017 Merger Date, including their results of operations and certain operational statistics (collectively, the “Swift Historical Information”), has been provided. Management believes that presentation of the Swift Historical Information will be useful to investors. The Swift Historical Information has not been prepared in accordance with the rules of the Securities and Exchange Commission, including Article 11 of Regulation S-X, and it therefore does not reflect any of the pro forma adjustments that would be required by Article 11 of Regulation S-X. The Swift Historical Information does not purport to indicate the results that would have been obtained had the Swift and Knight businesses been operated together during the periods presented, or which may be realized in the future. 3

Second Quarter 2018 Results (1) (dollars in thousands, except per share data) Quarter Ended June 30, 2018 2017 Change Total Revenue $1,331,683 $273,243 387.4% Revenue xFSC $1,169,748 $247,022 373.5% Operating Income $124,242 $28,410 337.3% Adj. Operating Income (2) $134,929 $32,588 314.0% Net Income attributable to Knight-Swift $91,323 $17,970 408.2% Adj. Net income attributable to Knight Swift(2) $99,632 $20,577 384.2% Earnings per diluted share $0.51 $0.22 131.8% Adj. EPS(3) $0.56 $0.25 124.0% Adjustments (1) The reported results do not include the results of operations of Swift Transportation Company (Swift) and its subsidiaries on and prior to the merger with Knight Transportation, Inc. (Knight) • $10.7M of on September 8, 2017 (the 2017 Merger) in accordance with the accounting treatment amortization expense applicable to the transaction. The reported results do not include the results of operations of (2017 merger-related Abilene Motor Express, Inc. (Abilene) and its subsidiaries on and prior to its acquisition by Knight intangibles and on March 16, 2018 in accordance with the accounting treatment applicable to the transaction historical Knight (2) See GAAP to non-GAAP reconciliation in the schedules following this presentation acquisitions) (3) Adjusted EPS is defined as GAAP earnings per diluted share adjusted for certain items identified in the GAAP to non-GAAP reconciliation included in the appendix 4

Second Quarter 2018 Results 2nd Qtr Rev xFSC 2nd Qtr Adj. Operating Income(2) $1,400 $150 +47.1% $1,200 $125 Millions Millions $1,000 $100 $800 $75 $600 $400 $50 $200 $25 $- $- 2Q16 2Q17 2Q18 2Q16 2Q17 2Q18 (1) (1) Knight Swift Pre-Merger Swift Post-Merger Knight Swift Pre-Merger Swift Post-Merger (1) The Swift Historical Information has not been prepared in accordance with the rules of the Securities and Exchange Commission, including Article 11 of Regulation S-X, and it therefore does not reflect any of the pro forma adjustments that would be required by Article 11 of Regulation S-X. The Swift Historical Information does not purport to indicate the results that would have been obtained had the Swift and Knight businesses been operated together during the periods presented, or which may be realized in the future. (2) See GAAP to non-GAAP reconciliation in the schedules following this release 5

Strong Balance Sheet • Reduced on-balance sheet net debt $151 million to $744 million since 12/31/17, and made similar progress reducing off-balance sheet debt • Net cash capex of $121 million during the six months ended 6/30/18 • Year to date free cash flow of $255 million • Authorized share repurchase program up to $250 million • Full year net cash capex still expected to be between $525-$575 million • $770 million of unrestricted cash and available liquidity • Strong leverage position should allow for greater flexibility for acquisitions, share repurchases, debt reduction, or internal growth 6

The Leading Truckload Franchise Knight-Swift Transportation Holdings, Inc. • Proven track record as the most profitable truckload carrier Industry leading OR at Knight over two decades. • Largest decentralized truckload carrier network 50+ years in the making. • Largest irregular-route truckload fleet (nearly 14k) Most difficult truckload service and most in demand. • Extensive customizable dedicated capabilities $1 billion in annual dedicated revenues • Positioned for additional M&A growth Success in improving margins in each M&A deal (6 by KNX so far) 7

Operating Performance - Knight Adjusted Operating Ratio (1) 2Q18 2Q17 Change • Significant rate improvement in Trucking 77.7% 84.6% -690 bps contract and spot Logistics 94.6% 95.0% -40 bps • Meaningful Operating Ratio Consolidated 81.6% 86.8% -520 bps expansion even with Abilene Revenue, excluding trucking fsc • Trucking Operating Ratio in the 70’s (dollars in thousands) with expectations that this will 2Q18 2Q17 Change continue in the second half of 2018 Trucking $255,224 $194,049 31.5% • Growing revenue and improving Logistics $76,639 $52,973 44.7% Logistics margins Consolidated $331,862 $247,022 34.3% (1) See GAAP to non-GAAP reconciliation in the schedules following this presentation. 8

Operating Performance - Swift Adjusted Operating Ratio (1) 2Q18 2Q17 Change • Meaningful rate improvement Truckload 87.4% 93.0% -560 bps • OR improvement in nearly every Dedicated 85.4% 86.4% -100 bps segment Refrigerated 98.0% 94.7% 330 bps Intermodal 95.6% 98.0% -240 bps • Organization embracing cost control Consolidated(2) 91.2% 93.4% -220 bps and financial discipline • Driver retention improved sequentially Revenue, excluding trucking fsc and year over year (dollars in thousands) 2Q18 2Q17 Change • Difficult driver sourcing market Truckload $363,066 $439,769 -17.4% • Underperforming refrigerated segment Dedicated $141,993 $143,298 -0.9% Refrigerated $180,834 $167,803 7.8% • Operating income improved throughout Intermodal $94,730 $81,350 16.4% the quarter Consolidated(2) $840,149 $898,945 -6.5% (1) See GAAP to non-GAAP reconciliation in the schedules following this presentation. (2) Includes the results of our non-reportable segment 9

Merger Update • Creating a stronger foundation at Swift • 80% of the trucking business (15,300 trucks) is performing well demonstrated by a combined adjusted operating ratio of 83.8% • Refrigerated business is behind expectations, but is being addressed • Intermodal continues to be profitable and making meaningful improvement on a year over year basis • Logistics is growing revenue while maintaining healthy margins that are converting to operating income growth 10

Q3 & Q4 Guidance • Expected Adjusted EPS for the third quarter 2018 of $0.56 - $0.60 • Expected Adjusted EPS for the fourth quarter 2018 of $0.68 - $0.72 11

Appendix 12

Non-GAAP Reconciliation 13

Non-GAAP Reconciliation 14

Non-GAAP Reconciliation 15

Non-GAAP Reconciliation 16

Non-GAAP Reconciliation 17

Non-GAAP Reconciliation 18

Non-GAAP Reconciliation 19

Non-GAAP Reconciliation 20

Non-GAAP Reconciliation 21

Non-GAAP Reconciliation 22

Non-GAAP Reconciliation 23