Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________________________

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

Date of Report (Date of earliest event reported): January 29, 2019

___________________________________________________________________________________________________________________________________

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 January 29, 2019, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended December 31, 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 Item 2.02 and this Item 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

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:	January 29, 2019	/s/ Adam W. Miller
		Adam W. Miller
		Chief Financial Officer

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

Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift"), North America's largest truckload transportation company, today reported fourth quarter 2018 net income attributable to Knight-Swift of $151.7 million and Adjusted Net Income Attributable to Knight-Swift of $162.9 million. Our GAAP earnings per diluted share were $0.86 for the fourth quarter of 2018, compared to $2.50 for the fourth quarter of 2017. Included in the fourth quarter 2017 results was an income tax benefit of $364.2 million (or $2.03 per diluted share), representing management's estimate of the net impact of the Tax Cuts and Jobs Act enacted during that quarter.

Our Adjusted EPS was $0.93 for the fourth quarter of 2018, compared to $0.52 for the fourth quarter of 2017.

Key Financial Highlights

We are pleased with our fourth quarter 2018 results and the progress made across all of our reportable segments. Our trucking segments, which include Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated, operated on a combined basis at an 80.9% Adjusted Operating Ratio. Swift's average operational tractor count remained stable during the fourth quarter at 14,737. The Swift Truckload segment's profitability significantly improved, achieving a 75.9% Adjusted Operating Ratio, while Swift's other reportable segments also achieved meaningful improvement on a year-over-year basis. The Knight Trucking segment continued to operate efficiently with an Adjusted Operating Ratio of 78.1%. Our asset-light businesses, which include Knight Brokerage, Knight Intermodal, Swift Logistics, and Swift Intermodal, together operated at an 89.3% Adjusted Operating Ratio during the fourth quarter of 2018.



	Quarter Ended December 31, ⁽¹⁾
	2018		2017		Change
	(Dollars in thousands, except per share data)
Total revenue	$	1,394,640	$	1,359,420	2.6	%
Revenue, excluding fuel surcharge	$	1,242,625	$	1,218,188	2.0	%
Operating income	$	206,777	$	143,771	43.8	%
Adjusted Operating Income ⁽²⁾	$	221,658	$	156,112	42.0	%
Net income attributable to Knight-Swift	$	151,696	$	447,564	(66.1	)%
Adjusted Net Income Attributable to Knight-Swift⁽²⁾	$	162,856	$	94,002	73.2	%
Earnings per diluted share	$	0.86	$	2.50	(65.6	)%
Adjusted EPS⁽²⁾	$	0.93	$	0.52	78.8	%

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.

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

Dividend — The company previously announced a quarterly cash dividend of $0.06 per share to stockholders of record on December 3, 2018, which was paid on December 27, 2018.

Revenue — Total revenue increased 2.6% for the fourth quarter of 2018 from the fourth quarter of 2017. Revenue, excluding fuel surcharge, increased 2.0% for the fourth quarter of 2018 from the fourth quarter of 2017. The year-over-year increase was largely driven by improvements in average revenue per tractor and growth in our asset-light businesses.

Operating Income — Operating income increased 43.8% to $206.8 million for the fourth quarter of 2018 from $143.8 million for the fourth quarter of 2017. Adjusted Operating Income increased 42.0% to $221.7 million for the fourth quarter of 2018 from $156.1 million for the fourth quarter of 2017. This was primarily driven by increased revenue per tractor, improved safety results, and improved cost control.

Income Taxes — The fourth quarter 2018 effective tax rate was 25.0%, compared to 24.6% in the third quarter of 2018. We expect the full-year 2019 effective tax rate to be in the range of 25.0% to 26.0% before discrete items.

Segment Financial Performance

Comparability — 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.

Trucking Segments — Our asset-based trucking services include dry van, refrigerated, dedicated, drayage, flatbed, and cross-border transportation through our Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated reportable segments. During the fourth quarter of 2018, the trucking segments together comprised 18,828 average operational tractors, and operated on a combined basis at an 80.9% Adjusted Operating Ratio, compared to an 85.8% Adjusted Operating Ratio during the fourth quarter of 2017.

Our efforts throughout 2018 resulted in the continued stabilization of the Swift tractor fleet, which had an average operational tractor count of 14,737 during the fourth quarter of 2018, compared to 14,769 during the third quarter of 2018.

After experiencing a strong freight market in the fourth quarter of 2018, which supported increases in both contract and non-contract rates, we are experiencing typical seasonality thus far in the first quarter of 2019. We expect contract rate improvements to continue in 2019, but at a slower pace than in 2018. We continue to see opportunities in our trucking segments to improve yields, increase revenue per tractor, and enhance our ability to source and retain drivers without compromising our commitment to improve safety.



	Quarter Ended December 31,
	2018			2017			Change
	(Dollars in thousands)
Knight Trucking:
Revenue, excluding fuel surcharge and intersegment transactions	$	260,780		$	215,434		21.0	%
Operating income	$	55,184		$	37,695		46.4	%
Adjusted Operating Income ⁽¹⁾	$	57,173		$	39,595		44.4	%
Operating ratio	81.5		%	84.6		%	(310	bps)
Adjusted Operating Ratio ⁽¹⁾	78.1		%	81.6		%	(350	bps)

_________________

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

During the fourth quarter of 2018, the Knight Trucking segment produced an Adjusted Operating Ratio of 78.1% compared to 81.6% for the same quarter last year, resulting in a 44.4% improvement in Adjusted Operating Income. The strong freight market and tight capacity supported increases in both contract and non-contract rates throughout the quarter. Revenue, excluding fuel surcharge and intersegment transactions increased 21.0%, as a result of a 12.2% increase in average revenue per tractor and a 7.9% increase in average tractor count (fourth quarter 2018 results include Abilene, which was acquired on March 16, 2018). The improvement in average revenue per tractor was driven by an 11.1% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, and a 1.9% improvement in miles per tractor.



	Quarter Ended December 31,
	2018			2017			Change
	(Dollars in thousands)
Swift Truckload:
Revenue, excluding fuel surcharge	$	377,416		$	434,688		(13.2	) %
Operating income	$	90,814		$	66,957		35.6	%
Operating ratio	78.8		%	86.4		%	(760	bps)
Adjusted Operating Ratio ⁽¹⁾	75.9		%	84.6		%	(870	bps)

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

During the fourth quarter of 2018, the Swift Truckload segment produced an Adjusted Operating Ratio of 75.9% compared to 84.6% for the same quarter last year, resulting in a 35.6% improvement in operating income. The significant year-over-year improvement was driven by a 5.9% increase in average revenue per tractor, improved safety results, and cost control. We have emphasized improving revenue per tractor over the last year, which has led to a change in our freight mix and 9.3% fewer miles per tractor.



	Quarter Ended December 31,
	2018			2017			Change
	(Dollars in thousands)
Swift Dedicated:
Revenue, excluding fuel surcharge	$	149,916		$	144,642		3.6	%
Operating income	$	24,240		$	19,461		24.6	%
Operating ratio	85.7		%	88.0		%	(230	bps)
Adjusted Operating Ratio ⁽¹⁾	83.8		%	86.5		%	(270	bps)

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

Adjusted Operating Ratio improved 270 basis points in the Swift Dedicated segment to 83.8% in the fourth quarter of 2018, compared to 86.5% in the fourth quarter of 2017, resulting in a 24.6% increase in operating income. The year-over-year improvement was predominately related to a 9.4% increase in our revenue per loaded mile, excluding fuel surcharge, and a 3.4% increase in average operational tractors for the fourth quarter of 2018, compared to the same quarter last year.



	Quarter Ended December 31,
	2018			2017			Change
	(Dollars in thousands)
Swift Refrigerated:
Revenue, excluding fuel surcharge	$	181,830		$	186,595		(2.6	) %
Operating income	$	13,080		$	13,199		(0.9	) %
Operating ratio	93.5		%	93.6		%	(10	bps)
Adjusted Operating Ratio ⁽¹⁾	92.8		%	92.9		%	(10	bps)

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

Adjusted Operating Ratio within the Swift Refrigerated segment for the fourth quarter of 2018 remained relatively flat compared to the fourth quarter of 2017, and improved 280 basis points compared to the third quarter of 2018. Revenue per loaded mile, excluding fuel surcharge, increased 10.5% in the fourth quarter of 2018, compared to the fourth quarter of 2017, and loaded miles per tractor decreased 10.4%. We made sequential Adjusted Operating Ratio improvements in the third quarter and fourth quarter of 2018 in both the over-the-road and dedicated businesses within this segment, and we continue to refine our strategy to improve profitability in 2019.

Knight Logistics Segment — Our Knight Logistics segment consists of brokerage, intermodal, and other logistics services.



	Quarter Ended December 31,
	2018			2017			Change
	(Dollars in thousands)
Knight Logistics:
Revenue, excluding intersegment transactions	$	97,202		$	65,899		47.5	%
Operating income	$	8,411		$	3,923		114.4	%
Adjusted Operating Income ⁽¹⁾	$	9,021		$	3,923		130.0	%
Operating ratio	91.5		%	94.2		%	(270	bps)
Adjusted Operating Ratio ⁽¹⁾	90.7		%	94.0		%	(330	bps)

_________________

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

Adjusted Operating Ratio in the Knight Logistics segment improved to 90.7% in the fourth quarter of 2018 from 94.0% in the fourth quarter of 2017. Revenue, excluding intersegment transactions, increased by 47.5%, contributing to a 130.0% improvement in Adjusted Operating Income. Brokerage revenue increased by 56.0% in the fourth quarter of 2018, when compared to the same quarter in 2017, as load volumes increased 56.9% and revenue per load decreased 0.6%. Brokerage gross margin percentage for the quarter increased by 50 basis points to 16.8% on a year-over-year basis.

Swift Intermodal Segment — This 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.



	Quarter Ended December 31,
	2018			2017			Change
	(Dollars in thousands)
Swift Intermodal:
Revenue, excluding fuel surcharge	$	111,511		$	91,861		21.4	%
Operating income	$	12,672		$	4,581		176.6	%
Operating ratio	90.3		%	95.7		%	(540	bps)
Adjusted Operating Ratio ⁽¹⁾	88.6		%	95.0		%	(640	bps)

_________________

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

We continued to see meaningful improvement in our operating profitability within our Swift Intermodal segment during the fourth quarter of 2018, as a result of our focus on improving our revenue per load, while executing on cost control. Our fourth quarter Adjusted Operating Ratio improved 640 basis points to 88.6%, compared to 95.0% for the fourth quarter of 2017, resulting in a 176.6% increase in operating income. On a year-over-year basis, improvements were largely due to a 14.1% increase in revenue per container, excluding fuel surcharge for the fourth quarter of 2018, compared to the fourth quarter of 2017. Average revenue per load increased by 23.1%, which was partially offset by a 1.4% decrease in load counts for the fourth quarter of 2018, compared to the fourth quarter of 2017.

Segment Realignment — As of the date of this release, management is re-assessing the presentation of the Company's segment information, which we expect to recast during the first quarter of 2019. Once finalized, the Company will provide recast historical financial results on Knight-Swift's investor website and will file a corresponding Form 8-K with the SEC. Based on management's preliminary assessment, we expect that beginning in the first quarter of 2019, we will present three reportable segments, as follows:

The Trucking Segment will include the results of the previously-reported Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated segments.

The Logistics Segment will include the results of the Knight brokerage and Swift logistics businesses which were previously included within the Knight Logistics and Swift non-reportable segments, respectively.

The Intermodal segment will include the results of the previously-reported Swift Intermodal segment and the results of the Knight intermodal business, which was previously included in the Knight Logistics Segment.

We expect our non-reportable segments will continue to include support services that Swift's subsidiaries provide to customers and independent contractors (including repair and maintenance shop services, equipment leasing, and insurance), as well as certain Swift legal settlements and accruals, amortization of intangibles related to the 2017 Merger, and certain other corporate expenses. Additionally, we expect our non-reportable segments will include Knight's equipment leasing and warranty services to independent contractors, warehousing activities, and trailer parts manufacturing, which were previously reported within the Knight Logistics segment.

Consolidated Liquidity, Capital Resources, and Earnings Guidance

Cash Flow Sources (Uses)⁽¹⁾



	Year Ended December 31,
	2018			2017			Change
	(In thousands)
Net cash provided by operating activities	$	881,977		$	322,590		$	559,387
Net cash used in investing activities	(647,292		)	(204,263		)	(443,029		)
Net cash (used in) provided by financing activities	(255,442		)	24,000			(279,442		)
Net (decrease) increase in cash, restricted cash, and equivalents ⁽²⁾	$	(20,757	)	$	142,327		$	(163,084	)
Net capital expenditures	$	(530,176	)	$	(304,460	)	$	(225,716	)

"Net (decrease) 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 December 31, 2018, we had $666.1 million of unrestricted cash and available liquidity, $5.5 billion of stockholders' equity, and $847.4 million in face value of net debt.

During 2018, we generated $882.0 million in operating cash flows. We invested $530.2 million in net capital expenditures and $103.2 million for the acquisition of Abilene Motor Express, while paying down $47.5 million in net debt and reducing our off-balance sheet lease obligations by over $300 million*. We also repurchased $179.3 million of our common stock and returned $42.8 million in quarterly dividends to our stockholders during the year. We remain committed to a strong capital structure, which we believe will position us for long-term success and enable us to pursue further opportunities for organic growth and growth through acquisition.

*Our calculation of the reduction in off-balance sheet lease obligations is based on management's estimated value of off-balance sheet operating leases as if they were capital leases. This number is used by management for analysis purposes only and does not purport to be calculated in the same manner or intended for the same purpose as the calculation of future minimum lease payments under United States generally accepted accounting principles.

Equipment and Capital Expenditures — Gain on sale of revenue equipment was $9.4 million in the fourth quarter of 2018, compared to $6.4 million in the same quarter of 2017. A year-over-year increase in the volume of tractor sales, as well as better pricing on the sale of tractors and trailers, 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 $178.0 million in the fourth quarter of 2018, while the average ages of the Knight and Swift tractor fleets were 2.5 years and 2.2 years, respectively.

We expect that net capital expenditures will be in the range of $550.0 – $575.0 million for full-year 2019, primarily representing replacements of existing tractors and trailers, as well as investment in our terminal network and driver amenities. We plan to continue funding purchases primarily with cash and financing through our revolver and rely less on leasing.

Guidance — As previously announced, our expected Adjusted EPS range for the first quarter of 2019 is $0.52 to $0.55 and our expected Adjusted EPS range for the second quarter of 2019 is $0.62 to $0.66. Our expected Adjusted EPS range for the first and second quarters of 2019 is based on the current truckload market, recent trends, and the current beliefs, assumptions, and expectations of management (including those referenced in the fourth quarter 2018 earnings presentation posted on our website). Adjusted EPS reflects US GAAP diluted earnings per share after adding back the after-tax impact of intangible amortization expense, impairments, and severance expense associated with certain organizational changes at Swift.

The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS guidance.

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.

Investor Relations Contact Information

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

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 or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services or developments; any statements regarding future economic conditions or performance; and any statements of belief and any 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 or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items,

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

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

any statements regarding future economic 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,

future reportable and non-reportable segments,

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 expenses and our ability to control costs,

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,

our intention to pay dividends in the future,

future share repurchases,

future trucking industry capacity,

future depreciation and amortization,

expected tractor and trailer fleet age,

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

future purchased transportation expense.

Financial Statements

Condensed Consolidated Income Statements (Unaudited) ⁽¹⁾



	Quarter Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
	(In thousands, except per share data)
Revenue:
Revenue, excluding fuel surcharge	$	1,242,625		$	1,218,188		$	4,725,288		$	2,179,873
Fuel surcharge	152,015			141,232			618,778			245,580
Total revenue	1,394,640			1,359,420			5,344,066			2,425,453
Operating expenses:
Salaries, wages, and benefits	380,874			371,699			1,495,126			688,543
Fuel	151,380			143,704			621,997			274,956
Operations and maintenance	79,967			85,791			340,627			164,307
Insurance and claims	50,387			57,217			215,362			95,199
Operating taxes and licenses	22,971			22,705			90,778			40,544
Communications	5,128			6,566			20,911			10,691
Depreciation and amortization of property and equipment	100,186			91,453			387,505			193,733
Amortization of intangibles	10,693			10,468			42,584			13,372
Rental expense	37,022			56,285			177,406			74,224
Purchased transportation	328,970			349,755			1,318,303			594,113
Impairments	2,798			98			2,798			16,844
Miscellaneous operating expenses	17,487			19,908			61,626			41,781
Merger-related costs	—			—			—			16,516
Total operating expenses	1,187,863			1,215,649			4,775,023			2,224,823
Operating income	206,777			143,771			569,043			200,630
Interest income	1,009			648			3,200			1,207
Interest expense	(8,746		)	(6,738		)	(30,170		)	(8,686		)
Other income, net	3,478			678			9,965			558
Other (expense) income, net	(4,259		)	(5,412		)	(17,005		)	(6,921		)
Income before income taxes	202,518			138,359			552,038			193,709
Income tax expense (benefit)	50,573			(309,502		)	131,389			(291,716		)
Net income	151,945			447,861			420,649			485,425
Net income attributable to noncontrolling interest	(249		)	(297		)	(1,385		)	(1,133		)
Net income attributable to Knight-Swift	$	151,696		$	447,564		$	419,264		$	484,292

Earnings per share:
Basic	$	0.87		$	2.52		$	2.37		$	4.38
Diluted	$	0.86		$	2.50		$	2.36		$	4.34

Dividends declared per share:	$	0.06		$	0.06		$	0.24		$	0.24

Weighted average shares outstanding:
Basic	174,646			177,920			177,018			110,657
Diluted	175,617			179,106			177,999			111,697

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.

Condensed Consolidated Balance Sheets (Unaudited) ⁽¹⁾



	December 31, 2018		December 31, 2017
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	82,486	$	76,649
Cash and cash equivalents – restricted	46,888		73,657
Restricted investments, held-to-maturity, amortized cost	17,413		22,232
Trade receivables, net of allowance for doubtful accounts of $16,355 and $14,829, respectively	616,830		574,265
Prepaid expenses	67,011		58,525
Assets held for sale	39,955		25,153
Income tax receivable	6,943		55,114
Other current assets	29,706		37,612
Total current assets	907,232		923,207
Property and equipment, net	2,612,837		2,384,221
Goodwill	2,919,176		2,887,867
Intangible assets, net	1,420,919		1,440,903
Other long-term assets	51,721		47,244
Total assets	$	7,911,885	$	7,683,442

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	117,883	$	119,867
Accrued payroll and purchased transportation	126,464		107,017
Accrued liabilities	151,500		186,379
Claims accruals – current portion	160,044		147,285
Capital lease obligations and long-term debt – current portion	58,672		49,002
Total current liabilities	614,563		609,550
Revolving line of credit	195,000		125,000
Long-term debt – less current portion	364,590		364,771
Capital lease obligations – less current portion	71,248		127,132
Accounts receivable securitization	239,606		305,000
Claims accruals – less current portion	201,327		206,144
Deferred tax liabilities	739,538		679,077
Other long-term liabilities	23,294		26,398
Total liabilities	2,449,166		2,443,072
Stockholders’ equity:
Common stock	1,728		1,780
Additional paid-in capital	4,242,369		4,219,214
Retained earnings	1,216,852		1,016,738
Total Knight-Swift stockholders' equity	5,460,949		5,237,732
Noncontrolling interest	1,770		2,638
Total stockholders’ equity	5,462,719		5,240,370
Total liabilities and stockholders’ equity	$	7,911,885	$	7,683,442

The reported balances include the balances of Abilene as of December 31, 2018.

Segment Operating Statistics (Unaudited)



	Quarter Ended December 31,								Year Ended December 31,
	2018			2017			Change		2018			2017			Change
Knight Trucking ⁽⁴⁾
Average revenue per tractor ⁽¹⁾	$	53,791		$	47,949		12.2	%	$	207,682		$	174,553		19.0	%
Non-paid empty miles percentage	14.2		%	13.4		%	80	bps	13.7		%	12.9		%	80	bps
Average length of haul (miles)	516			466			10.7	%	506			483			4.8	%
Average tractors	4,848			4,493			7.9	%	4,787			4,570			4.7	%
Average trailers	14,136			12,388			14.1	%	13,575			12,383			9.6	%

Swift Truckload ⁽⁵⁾
Average revenue per tractor ⁽³⁾	$	53,112		$	50,174		5.9	%	$	194,987		$	183,872		6.0	%
Non-paid empty miles percentage	14.4		%	13.6		%	80	bps	13.2		%	12.0		%	120	bps
Average length of haul (miles)	606			598			1.3	%	584			604			(3.3	%)
Average tractors	7,106			8,664			(18.0	%)	7,484			9,419			(20.5	%)
Average trailers	28,492			34,715			(17.9	%)	30,223			35,151			(14.0	%)

Swift Dedicated ⁽⁵⁾
Average revenue per tractor ⁽³⁾	$	47,577		$	47,449		0.3	%	$	186,915		$	184,901		1.1	%
Non-paid empty miles percentage	18.3		%	17.1		%	120	bps	18.8		%	18.2		%	60	bps
Average length of haul (miles)	197			197			—	%	189			192			(1.6	%)
Average tractors	3,151			3,048			3.4	%	3,058			3,089			(1.0	%)
Average trailers	13,158			14,500			(9.3	%)	14,328			14,771			(3.0	%)

Swift Refrigerated ⁽⁵⁾
Average revenue per tractor ⁽³⁾	$	48,840		$	49,321		(1.0	%)	$	190,950		$	195,413		(2.3	%)
Non-paid empty miles percentage	7.4		%	7.0		%	40	bps	7.2		%	7.3		%	(10	bps)
Average length of haul (miles)	399			394			1.3	%	400			406			(1.5	%)
Average tractors	3,723			3,783			(1.6	%)	3,826			3,558			7.5	%
Average trailers	3,396			4,207			(19.3	%)	3,638			4,322			(15.8	%)

Knight Logistics ⁽⁴⁾
Revenue per load – Brokerage only ⁽²⁾	$	1,553		$	1,562		(0.6	%)	$	1,545		$	1,357		13.9	%
Gross margin – Brokerage only	16.8		%	16.3		%	50	bps	16.0		%	15.4		%	60	bps

Swift Intermodal ⁽⁵⁾
Average revenue per load ⁽³⁾	$	2,316		$	1,882		23.1	%	$	2,072		$	1,862		11.3	%
Load count	48,142			48,818			(1.4	%)	192,290			180,064			6.8	%
Average tractors	714			529			35.0	%	640			513			24.8	%
Average containers	9,706			9,122			6.4	%	9,330			9,127			2.2	%

Computed with revenue, excluding fuel surcharge and intersegment transactions

Computed with revenue, excluding intersegment transactions

Computed with revenue, excluding fuel surcharge

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.

The reported results for Swift's operating statistics include full-year activity for 2017.

Non-GAAP Financial Measures and Reconciliations

The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "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 Operating Income, 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 Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	1,394,640		$	1,359,420		$	5,344,066		$	2,425,453
Total operating expenses	(1,187,863		)	(1,215,649		)	(4,775,023		)	(2,224,823		)
Operating income	$	206,777		$	143,771		$	569,043		$	200,630
Operating ratio	85.2		%	89.4		%	89.4		%	91.7		%

Non-GAAP Presentation
Total revenue	$	1,394,640		$	1,359,420		$	5,344,066		$	2,425,453
Fuel surcharge	(152,015		)	(141,232		)	(618,778		)	(245,580		)
Revenue, excluding fuel surcharge	1,242,625			1,218,188			4,725,288			2,179,873

Total operating expenses	1,187,863			1,215,649			4,775,023			2,224,823
Adjusted for:
Fuel surcharge	(152,015		)	(141,232		)	(618,778		)	(245,580		)
Impairments ⁽³⁾	(2,798		)	(98		)	(2,798		)	(16,844		)
Accruals for class action lawsuits ⁽⁴⁾	(1,000		)	(1,900		)	(1,000		)	(1,900		)
Amortization of intangibles ⁽⁵⁾	(10,693		)	(10,343		)	(42,584		)	(12,872		)
Other merger-related operating expenses ⁽⁶⁾	—			—			—			(6,596		)
Merger-related costs⁽⁷⁾	—			—			—			(16,516		)
Severance expense ⁽⁸⁾	(390		)	—			(1,958		)	—
Adjusted Operating Expenses	1,020,967			1,062,076			4,107,905			1,924,515
Adjusted Operating Income	$	221,658		$	156,112		$	617,383		$	255,358
Adjusted Operating Ratio	82.2		%	87.2		%	86.9		%	88.3		%

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

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

During the fourth quarter of 2018, the Company incurred impairment charges related to the Company airplane of $2.2 million and incurred impairment charges related to replaced software systems of $0.6 million. During 2017, impairments related to the termination of Swift's implementation of a new ERP system. Additionally, during the fourth quarter of 2017, management reassessed the fair value of certain tractors within the Company's leasing subsidiary, Interstate Equipment Leasing, LLC, determining that there was an impairment loss.

During the fourth quarters of 2018 and 2017, we incurred expenses related to certain class action action lawsuits involving employment-related claims.

"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, Abilene Acquisition, and historical Knight acquisitions. Certain data necessary to complete the purchase price allocation for the Abilene Acquisition is open for adjustments during the measurement period, 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.

"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. These expenses were recorded in the "Salaries, wages, and benefits," "Purchased transportation," and "Miscellaneous operating expenses" line items in the condensed consolidated income statements.

During the second and third quarters of 2017, Knight incurred certain merger-related expenses associated with the 2017 Merger, consisting of legal and professional fees.

Severance expenses were incurred during the third and fourth quarters of 2018 in relation to certain organizational changes at Swift.

Non-GAAP Reconciliation (Unaudited):

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



	Quarter Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
	(Dollars In thousands)
GAAP: Net income attributable to Knight-Swift	$	151,696		$	447,564		$	419,264		$	484,292
Adjusted for:
Income tax expense (benefit) attributable to Knight-Swift	50,573			(309,502		)	131,389			(291,716		)
Income before income taxes attributable to Knight-Swift	202,269			138,062			550,653			192,576
Impairments ⁽³⁾	2,798			98			2,798			16,844
Accrual for class action lawsuits ⁽⁴⁾	1,000			1,900			1,000			1,900
Amortization of intangibles ⁽⁵⁾	10,693			10,343			42,584			12,872
Other merger-related operating expenses⁽⁶⁾	—			—			—			6,596
Merger-related costs ⁽⁷⁾	—			—			—			16,516
Severance expense ⁽⁸⁾	390			—			1,958			—
Adjusted income before income taxes	217,150			150,403			598,993			247,304
Provision for income tax expense at effective rate ⁽⁹⁾	(54,294		)	(56,401		)	(142,923		)	(92,739		)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift	$	162,856		$	94,002		$	456,070		$	154,565

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



	Quarter Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
GAAP: Earnings per diluted share	$	0.86		$	2.50		$	2.36		$	4.34
Adjusted for:
Income tax expense (benefit) attributable to Knight-Swift	0.29			(1.73		)	0.74			(2.61		)
Income before income taxes attributable to Knight-Swift	1.15			0.77			3.09			1.72
Impairments ⁽³⁾	0.02			—			0.02			0.15
Accrued legal settlements ⁽⁴⁾	0.01			0.01			0.01			0.02
Amortization of intangibles ⁽⁵⁾	0.06			0.06			0.24			0.12
Other merger-related operating expenses ⁽⁶⁾	—			—			—			0.06
Merger-related costs ⁽⁷⁾	—			—			—			0.15
Severance expense ⁽⁸⁾	—			—			0.01			—
Adjusted income before income taxes	1.24			0.84			3.37			2.21
Provision for income tax expense at effective rate ⁽⁹⁾	(0.31		)	(0.31		)	(0.80		)	(0.83		)
Non-GAAP: Adjusted EPS	$	0.93		$	0.52		$	2.56		$	1.38

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.

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

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

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

Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote (5).

Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote (6).

Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote (7).

Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote (8).

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.

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio



Knight Trucking Segment ^{(1) (3)}	Quarter Ended December 31,						Year Ended December 31,
Knight Trucking Segment ^{(1) (3)}	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	298,437		$	245,164		$	1,144,125		$	906,484
Total operating expenses	(243,253		)	(207,469		)	(935,026		)	(814,186		)
Operating income	$	55,184		$	37,695		$	209,099		$	92,298
Operating ratio	81.5		%	84.6		%	81.7		%	89.8		%
Non-GAAP Presentation
Total revenue	$	298,437		$	245,164		$	1,144,125		$	906,484
Fuel surcharge	(37,574		)	(29,713		)	(149,708		)	(108,649		)
Intersegment transactions	(83		)	(17		)	(242		)	(129		)
Revenue, excluding fuel surcharge and intersegment transactions	260,780			215,434			994,175			797,706

Total operating expenses	243,253			207,469			935,026			814,186
Adjusted for:
Fuel surcharge	(37,574		)	(29,713		)	(149,708		)	(108,649		)
Intersegment transactions	(83		)	(17		)	(242		)	(129		)
Impairments ⁽⁴⁾	(1,640		)	—			(1,640		)	—
Accruals for class action lawsuits ⁽⁵⁾	—			(1,900		)	—			(1,900		)
Amortization of intangibles ⁽⁶⁾	(349		)	—			(1,209		)	—
Other merger-related operating expenses⁽⁷⁾	—			—			—			(6,596		)
Merger-related costs⁽⁸⁾	—			—			—			(16,516		)
Adjusted Operating Expenses	203,607			175,839			782,227			680,396
Adjusted Operating Income	$	57,173		$	39,595		$	211,948		$	117,310
Adjusted Operating Ratio	78.1		%	81.6		%	78.7		%	85.3		%



Swift Truckload Segment ^{(1) (2)}	Quarter Ended December 31,						Year Ended December 31,
Swift Truckload Segment ^{(1) (2)}	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	429,306		$	493,213		$	1,680,882		$	609,112
Total operating expenses	(338,492		)	(426,256		)	(1,455,446		)	(534,188		)
Operating income	$	90,814		$	66,957		$	225,436		$	74,924
Operating ratio	78.8		%	86.4		%	86.6		%	87.7		%
Non-GAAP Presentation
Total revenue	$	429,306		$	493,213		$	1,680,882		$	609,112
Fuel surcharge	(51,890		)	(58,525		)	(221,601		)	(72,264		)
Revenue, excluding fuel surcharge	377,416			434,688			1,459,281			536,848

Total operating expenses	338,492			426,256			1,455,446			534,188
Adjusted for:
Fuel surcharge	(51,890		)	(58,525		)	(221,601		)	(72,264		)
Adjusted Operating Expenses	286,602			367,731			1,233,845			461,924
Adjusted Operating Income	$	90,814		$	66,957		$	225,436		$	74,924
Adjusted Operating Ratio	75.9		%	84.6		%	84.6		%	86.0		%

____________

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

During the fourth quarter of 2018, the Company incurred impairment charges related to the Company airplane of $2.2 million. This impairment was allocated between the Knight Trucking and Knight Logistics segments based on each segment’s use of the asset.

During the fourth quarter of 2017, we incurred expenses related to certain class action action lawsuits involving employment-related claims.

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

"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.

During the year-ended 2017, Knight incurred certain merger-related expenses associated with the 2017 Merger, consisting of legal and professional fees.

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio — Continued



Swift Dedicated Segment ^{(1) (2)}	Quarter Ended December 31,						Year Ended December 31,
Swift Dedicated Segment ^{(1) (2)}	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	169,591		$	161,508		$	646,057		$	200,628
Total operating expenses	(145,351		)	(142,047		)	(564,115		)	(178,218		)
Operating income	$	24,240		$	19,461		$	81,942		$	22,410
Operating ratio	85.7		%	88.0		%	87.3		%	88.8		%
Non-GAAP Presentation
Total revenue	$	169,591		$	161,508		$	646,057		$	200,628
Fuel surcharge	(19,675		)	(16,866		)	(74,472		)	(20,781		)
Revenue, excluding fuel surcharge	149,916			144,642			571,585			179,847

Total operating expenses	145,351			142,047			564,115			178,218
Adjusted for:
Fuel surcharge	(19,675		)	(16,866		)	(74,472		)	(20,781		)
Adjusted Operating Expenses	125,676			125,181			489,643			157,437
Adjusted Operating Income	$	24,240		$	19,461		$	81,942		$	22,410
Adjusted Operating Ratio	83.8		%	86.5		%	85.7		%	87.5		%



Swift Refrigerated Segment ^{(1) (2)}	Quarter Ended December 31,						Year Ended December 31,
Swift Refrigerated Segment ^{(1) (2)}	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	202,746		$	206,596		$	819,190		$	254,102
Total operating expenses	(189,666		)	(193,397		)	(784,849		)	(240,476		)
Operating income	$	13,080		$	13,199		$	34,341		$	13,626
Operating ratio	93.5		%	93.6		%	95.8		%	94.6		%
Non-GAAP Presentation
Total revenue	$	202,746		$	206,596		$	819,190		$	254,102
Fuel surcharge	(20,916		)	(20,001		)	(88,617		)	(24,276		)
Revenue, excluding fuel surcharge	181,830			186,595			730,573			229,826

Total operating expenses	189,666			193,397			784,849			240,476
Adjusted for:
Fuel surcharge	(20,916		)	(20,001		)	(88,617		)	(24,276		)
Adjusted Operating Expenses	168,750			173,396			696,232			216,200
Adjusted Operating Income	$	13,080		$	13,199		$	34,341		$	13,626
Adjusted Operating Ratio	92.8		%	92.9		%	95.3		%	94.1		%

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

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio — Continued



Knight Logistics Segment ^{(1) (3)}	Quarter Ended December 31,						Year Ended December 31,
Knight Logistics Segment ^{(1) (3)}	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	98,943		$	67,196		$	334,108		$	234,155
Total operating expenses	(90,532		)	(63,273		)	(309,191		)	(221,555		)
Operating income	$	8,411		$	3,923		$	24,917		$	12,600
Operating ratio	91.5		%	94.2		%	92.5		%	94.6		%
Non-GAAP Presentation
Total revenue	$	98,943		$	67,196		$	334,108		$	234,155
Intersegment transactions	(1,741		)	(1,297		)	(6,554		)	(6,203		)
Revenue, excluding intersegment transactions	97,202			65,899			327,554			227,952

Total operating expenses	90,532			63,273			309,191			221,555
Adjusted for:
Intersegment transactions	(1,741		)	(1,297		)	(6,554		)	(6,203		)
Impairments ⁽⁴⁾	(610		)	—			(610		)	—
Adjusted Operating Expenses	88,181			61,976			302,027			215,352
Adjusted Operating Income	$	9,021		$	3,923		$	25,527		$	12,600
Adjusted Operating Ratio	90.7		%	94.0		%	92.2		%	94.5		%



Swift Intermodal Segment ^{(1) (2)}	Quarter Ended December 31,						Year Ended December 31,
Swift Intermodal Segment ^{(1) (2)}	2018			2017			2018			2017
GAAP Presentation	(Dollars in thousands)
Total revenue	$	130,324		$	106,395		$	470,165		$	130,441
Total operating expenses	(117,652		)	(101,814		)	(440,038		)	(124,464		)
Operating income	$	12,672		$	4,581		$	30,127		$	5,977
Operating Ratio	90.3		%	95.7		%	93.6		%	95.4		%
Non-GAAP Presentation
Total revenue	$	130,324		$	106,395		$	470,165		$	130,441
Fuel surcharge	(18,813		)	(14,534		)	(71,656		)	(17,576		)
Revenue, excluding fuel surcharge	111,511			91,861			398,509			112,865

Total operating expenses	117,652			101,814			440,038			124,464
Adjusted for:
Fuel surcharge	(18,813		)	(14,534		)	(71,656		)	(17,576		)
Adjusted Operating Expenses	98,839			87,280			368,382			106,888
Adjusted Operating Income	$	12,672		$	4,581		$	30,127		$	5,977
Adjusted Operating Ratio	88.6		%	95.0		%	92.4		%	94.7		%

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

Exhibit 99.2 KNX 4Q 2018 Earnings Presentation

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. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 United States Securities and 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, adjusted pre-tax income, return on net tangible assets and free cash flow, which are financial measures that are not in accordance with United States 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

KNX Overview Trucking ~ 80% of Revenue Asset Light ~ 20% of Revenue • Dry Van, Refrigerated, Dedicated, Flatbed, • Knight Logistics and Swift Logistics Drayage, and Expedited service offerings • ~$500M in annual revenue (2018) • Includes contiguous U.S., Mexico, and Canada • Q4 year over year revenue growth of 40% • Multiple brands – Knight, Swift, Barr-Nunn, • Access to over 30,000 carriers Trans-Mex, Abilene, Kold Trans • Swift Intermodal • Largest fleet in North America ~18,800 • $470M in annual revenue (2018) • 12,800 irregular route tractors • Q4 year over year revenue growth of 22% • 6,000 dedicated tractors • ~ 9,700 containers and 700 tractors (1) Revenue Q4'18 (millions)(1) Adj Operating Ratio Q4'18 Adj Operating Income (1) 95.0% Q4'18 (millions) Swift Swift 89.7% 88.6% Intermodal Intermodal 90.0% Trucking Trucking $13 $1,100 $130 85.0% 80.9% $185 80.0% Logistics Logistics $150 75.0% $15 70.0% Trucking Swift Logistics Intermodal (1) Excludes the results of certain non-reportable segments 4

Fourth Quarter 2018 Comparative Results (1) (dollars in thousands, except per share data) Quarter Ended December 31, 2018 2017 Change Total Revenue $1,394,640 $1,359,420 2.6% Revenue xFSC $1,242,625 $1,218,188 2.0% Operating Income $206,777 $143,771 43.8% Adj. Operating Income (2) $221,658 $156,112 42.0% Net Income attributable to Knight-Swift $151,696 $447,564 (66.1)% Adj. Net income attributable to Knight Swift(2) $162,856 $94,002 73.2% Earnings per diluted share $0.86 $2.50 (65.6)% Adj. EPS(3) $0.93 $0.52 78.8% Adjustments • $10.7M in Q4 2018 and $10.3M in Q4 (1) The reported results do not include the results of operations of Abilene 2017 of amortization expense from Motor Express, Inc. (Abilene) and its subsidiaries on and prior to its mergers and acquisitions acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction • $2.8M in Q4 2018 and $0.1M in Q4 2017 (2) See GAAP to non-GAAP reconciliation in the schedules following this of impairments presentation • $1.0M in Q4 2018 and $1.9M in Q4 2017 (3) Adjusted EPS is defined as GAAP earnings per diluted share adjusted for of accruals for class action lawsuits certain items identified in the GAAP to non-GAAP reconciliation included in the appendix • $0.4M in Q4 2018 of severance 5

Year-to-Date 2018 Comparative Results Year-to-date Revenue xFSC growth of 2% and Adjusted Operating Income growth of 90% 2018 Rev xFSC by Quarter 2018 Adj. Op Income by Quarter (2) $1,400 $230 $1,200 $190 Millions Millions $1,000 $150 $800 $600 $110 $400 $70 $200 $30 $- $(10) 1Q17 1Q18 2Q17 2Q18 3Q17 3Q18 4Q17 4Q18 1Q17 1Q18 2Q17 2Q18 3Q17 3Q18 4Q17 4Q18 Knight Swift Pre-Merger(1) Swift Post-Merger Knight Swift Pre-Merger(1) 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 6

Significant Value Creation Swift Adjusted Pretax Income (1)(2) (in millions) $375 • Swift’s 2018 Return on Net Tangible Assets of 16.9% is a 49% $300 improvement over the next $225 highest year (11.3% in 2015) $150 FY12 FY13 FY14 FY15 FY16 FY17 FY18 • Swift is generating meaningful Swift Return on Net Tangible Assets (1)(2) income growth with fewer assets 18% 15% • Swift’s 2018 Adjusted Pretax 12% Income of $358M is the highest 9% in recent history 6% 3% FY12 FY13 FY14 FY15 FY16 FY17 FY18 (1) See GAAP to non-GAAP reconciliation in the schedules following this release. (note: the footnote is pointed to both Adjusted pre-tax income and Net Tangible Assets) (2) The Swift Historical Information has not been prepared in accordance with the rules of the United States 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 period presented, or which may be realized in the future. 7

Operating Performance – Trucking Trucking Adjusted Operating Ratio (1) • Combined 490 basis point improvement in Adjusted Operating Ratio with 4Q18 4Q17 Change improvements in each segment Knight Trucking 78.1% 81.6% -350 bps • Adjusted Operating Income grew 33% Swift Truckload 75.9% 84.6% -870 bps Swift Dedicated 83.8% 86.5% -270 bps • Average tractor count for the fourth Swift Refrigerated 92.8% 92.9% -10 bps quarter was 18,828 which remained relatively flat from the third quarter Combined 80.9% 85.8% -490 bps (1) Revenue, excluding trucking fsc Adjusted Operating Income (dollars in thousands) (dollars in thousands) 4Q18 4Q17 Change 4Q18 4Q17 Change Knight Trucking $260,780 $215,434 21.0% Knight Trucking $57,173 $39,595 44.4% Swift Truckload $377,416 $434,688 -13.2% Swift Truckload $ 90,814 $66,957 35.6% Swift Dedicated $149,916 $144,642 3.6% Swift Dedicated $24,240 $19,461 24.6% Swift Refrigerated $181,830 $186,595 -2.6% Swift Refrigerated $13,080 $13,199 -0.9% Combined $969,942 $981,359 -1.2% Combined $185,307 $139,212 33.1% (1) See GAAP to non-GAAP reconciliation in the schedules following this presentation. 8

Operating Performance – Asset Light Adjusted Operating Ratio (1) 4Q18 4Q17 Change • Combined we had 31% year over Knight Logistics 90.7% 94.0% -330 bps year growth in total revenue with improvements in all areas Swift Logistics 87.7% 91.4% -370 bps • Meaningful year over year margin Swift Intermodal 88.6% 95.0% -640 bps improvements in all areas with a Combined 89.3% 94.0% -470 bps combined 470 basis point improvement Total Revenue • Best Adjusted Operating Ratio in (dollars in thousands) Swift Intermodal’s history 4Q18 4Q17 Change • Less capital intensive business, Knight Logistics $98,943 $67,196 47.2% providing better returns for Swift Logistics $51,186 $39,902 28.3% shareholders Swift Intermodal $130,324 $106,395 22.5% Combined $280,453 $213,493 31.4% (1) See GAAP to non-GAAP reconciliation in the schedules following this presentation. 9

Capital Deployment $179M used Generated for Share $882M of Repurchases Cash from $103M used Operations for Acquisitions Paid out $43M in Reduced Net Cash Dividends Net Debt by Capex of $48M $530M • Free Cash Flow of $352M (Cash from Operations less Net Cash Capex) • Additionally reduced off balance sheet debt by over $300M (measured as if operating leases were treated like capital leases historically and fully capitalized) 10

Historical Leverage Ratio Swift’s Lease-Adjusted Leverage Ratio has improved 55% from 2016 Swift Leverage History(1) $2,500 3.50 2.94 3.00 2.79 3.00 $2,000 2.61 2.85 2.78 2.50 2.52 $1,500 2.02 2.00 2.24 1.99 1.50 $1,000 1.98 1.27 Leverage Ratio Leverage Debt in Millionsin Debt 1.00 $500 1.24 0.83 0.50 $ - 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 Net Leverage(2) Lease Adjustment(3) Leverage Ratio(4) Adjusted Leverage Ratio(5) (1) Based on historical reported results for Swift for periods prior to the 2017 Merger and for combined Knight-Swift results for periods subsequent to the 2017 Merger. (2) Net Leverage is on-balance sheet debt net of unrestricted cash and cash equivalents at the balance sheet date and is calculated in accordance with the provisions of Swift's senior credit facility for all periods prior to the 2017 Merger and Knight-Swift's senior credit facility for all periods subsequent to the 2017 Merger. (3) Lease Adjustment is management's estimated value of off-balance sheet operating leases as if they were capital leases. This number is used by management for analysis purposes only and does not purport to be calculated in the same manner or intended for the same purpose as the right-of-use asset and liability calculations prescribed under US GAAP. (4) Leverage Ratio is calculated in accordance with the provisions of Swift's senior credit facility for all periods prior to the 2017 Merger and Knight-Swift's senior credit facility for all periods subsequent to the 2017 Merger. (5) Adjusted Leverage Ratio represents the Leverage Ratio adjusted to include the Lease Adjustment in Net Leverage while also adding back the corresponding rent expense into Adjusted EBITDA in order to calculate the adjusted leverage ratio. (Adjusted EBITDA is EBITDA less certain adjustments pursuant to the credit facilities.) 11

2019 Market Outlook • Market dynamics to remain orderly • Normal seasonal trends to play out during 2019 • Contract rate increases to be in the mid single digits • Driver market to remain challenging • Opportunities to grow Brokerage and Intermodal • Actively pursue acquisition opportunities 12

Q1 & Q2 2019 Guidance • Expected Adjusted EPS for the first quarter 2019 of $0.52 - $0.55 • Expected Adjusted EPS for the second quarter 2019 of $0.62 - $0.66 Guidance Assumptions • Tractor count to remain stable • Rate improvements in the mid-single digits • Q1 and Q2 year over year Adjusted Operating Ratio improvements in all three segments • Sequential Adjusted Operating Ratio (Q4 to Q1, and Q1 to Q2) will follow historical patterns • Tax rate of 25-26% • Expected 2019 net cash capex of $550M - $575M These estimates represent Management’s best estimates based on current information available. Actual results may differ materially from these estimates. We would refer you to the Risk Factors sections of the Company’s annual report for a discussion of the risks that may affect results. 13

Future Reporting • Beginning in Q1 2019, we expect to consolidate our Trucking Logistics Intermodal reporting to three reportable segments (Trucking, Logistics, & Knight Knight Swift Intermodal) Trucking Brokerage Intermodal • New segments will allow for Swift Swift Knight easier comparability across the Truckload Logistics Intermodal industry Swift • Historical data will be recast Refrigerated and provided in an 8-K Swift Dedicated 14

Appendix 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

Non-GAAP Reconciliation 24

Non-GAAP Reconciliation 25

Non-GAAP Reconciliation 26

Non-GAAP Reconciliation 27

Non-GAAP Reconciliation 28

Non-GAAP Reconciliation 29

Non-GAAP Reconciliation 30

Non-GAAP Reconciliation 31



Exhibit		Description
Exhibit 99.1		Knight-Swift Transportation Holdings Inc. Press Release Announcing Financial Results for the Quarter Ended December 31, 2018
Exhibit 99.2		Knight-Swift Transportation Holdings Inc. Fourth Quarter 2018 Earnings Presentation