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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 20, 2023

___________________________________________________________________________________________________________________________________
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___________________________________________________________________________________________________________________________________

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.)
2002 West Wahalla Lane
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name 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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $0.01 Par Value KNX New York Stock Exchange
Indicate by check mark whether the registrant 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        ☐
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. ☐



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 20, 2023, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended June 30, 2023. 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 in this Current Report that is furnished under Item 2.02, 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Description
Exhibit 104
Cover Page Interactive Data File
The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.




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 20, 2023 /s/ Adam W. Miller
Adam W. Miller
Chief Financial Officer

EX-99.1 2 exhibit99106302023.htm KNIGHT-SWIFT HOLDINGS INC ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2023 Document
Exhibit 99.1
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July 20, 2023
Phoenix, Arizona
Knight-Swift Transportation Holdings Inc. Reports Second Quarter 2023 Revenue and Earnings
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or "the Company"), one of the largest and most diversified freight transportation companies, operating the largest full truckload fleet in North America, today reported second quarter 2023 net income attributable to Knight-Swift of $63.3 million and Adjusted Net Income Attributable to Knight-Swift1 of $78.6 million. GAAP earnings per diluted share for the second quarter of 2023 were $0.39, compared to $1.35 for the second quarter of 2022. The Adjusted EPS was $0.49 for the second quarter of 2023, compared to $1.41 for the second quarter of 2022.
Key Financial Highlights
During the second quarter of 2023, consolidated total revenue was $1.6 billion, which is a 20.8% decrease from the second quarter of 2022. Consolidated operating income was $94.0 million, reflecting a decrease of 71.1%, as compared to the same quarter last year. Consolidated Net Income Attributable to Knight-Swift decreased by 71.1% to $63.3 million.
•Truckload — 91.8% Adjusted Operating Ratio, with a 15.5% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions.
•LTL — 85.1% Adjusted Operating Ratio, a 640 basis point degradation year-over-year, while revenues, excluding fuel surcharge and intersegment transactions, increased 2.0% year-over-year.
•Logistics — 91.6% Adjusted Operating Ratio with a gross margin of 19.4%, while load count decreased 35.0% year-over-year.
•Intermodal — 106.4% operating ratio, as revenue per load declined 24.5%, partially offset by load count growth of 4.0% year-over year.
•Non-reportable Segments — Operating loss narrowed sequentially from $15.6 million in the prior quarter to $7.1 million in the current quarter. Our third party insurance business current quarter operating loss reduced to $15.0 million (or $0.07 per diluted share) from a $22.8 million operating loss (or $0.11 per diluted share) in the first quarter of 2023.
•Free Cash Flow 1 — $303.1 million of Free Cash Flow 1 year-to-date June 30, 2023.
•Acquisition of U.S. Xpress — Knight-Swift closed the previously-announced acquisition of U.S. Xpress Enterprises, Inc. (“U.S. Xpress”) on July 1, 2023.
Quarter Ended June 30,
2023 2022 Change
(Dollars in thousands, except per share data)
Total revenue $ 1,552,979  $ 1,961,131  (20.8) %
Revenue, excluding truckload and LTL fuel surcharge $ 1,390,448  $ 1,694,531  (17.9) %
Operating income $ 94,030  $ 325,778  (71.1) %
Adjusted Operating Income 1
$ 114,667  $ 339,993  (66.3) %
Net income attributable to Knight-Swift $ 63,326  $ 219,492  (71.1) %
Adjusted Net Income Attributable to Knight-Swift 1
$ 78,618  $ 230,189  (65.8) %
Earnings per diluted share $ 0.39  $ 1.35  (71.1) %
Adjusted EPS 1
$ 0.49  $ 1.41  (65.2) %
1See GAAP to non-GAAP reconciliation in the schedules following this release.




Our GAAP and non-GAAP results for the quarter included certain positive and negative items that impact the comparability of year-over-year results. These items included a positive impact of $33.8 million in "Other income (expense), net" due to the absence of the loss on investment in Embark Trucks Inc. recorded in the 2022 quarter. The positive impact was more than offset by the $10.2 million increase in net interest expense, $3.0 million reduction in gains on other investments, the $22.2 million reduction in operating income in our Iron Truck insurance program, and the $8.7 million reduction in gain on sale of revenue equipment year-over-year.
David Jackson, CEO of Knight-Swift, commented, "The absence of typical seasonal demand support reached its fourth consecutive quarter, with absolute demand falling to its lowest point yet for our truckload businesses in April before stabilizing at modestly better levels for the balance of the quarter. Logistics continues to navigate a very weak demand environment while maintaining a low 90's operating ratio despite being at the point of the cycle where purchased transportation costs seem to be finding a floor while contractual pricing continues to erode. The performance of our power-only service helped this segment hold gross margin essentially flat with the first quarter. Our Less-than-Truckload business remains a bright spot delivering an 85.1% Adjusted Operating Ratio as yield and efficiency improvements partially offset the softer volume environment and decline in fuel surcharge revenues. We believe we are in the late innings of inventory de-stocking and expect to see a normalization of imports and seasonality in coming quarters. Industry margins have been squeezed to unprecedented levels as rising operating costs have not relented as has been typical in previous cycles when truckload demand weakens. If past cycles are any indication, the longer the time spent at the bottom, the more pronounced the rebound can be. As such, while we diligently control costs and mitigate risk in the current environment, we are positioning our business for the eventual recovery. Further, we will continue to take steps in pursuit of long-term opportunities, such as our acquisition of U.S. Xpress earlier this month. We are excited to now be fully working together to accomplish the significant goals we have laid out for this business. We have already begun to realize meaningful cost improvement and are positioning the business to benefit from an eventual rate rebound."
Other Income (Expense), net — We recorded $9.7 million of income within "Other income (expense), net" in the condensed consolidated statement of comprehensive income in the second quarter of 2023, as compared to $25.6 million of expense in the second quarter of 2022 when we had a net loss within our portfolio of investments, primarily driven by an unrealized loss on our investment in Embark Trucks Inc.
Income Taxes — The effective tax rate was 25.9% for the second quarter of 2023, compared to 24.7% for the second quarter of 2022. We expect the full-year 2023 effective tax rate to be in the range of 25% to 26%.
Dividend — On April 27, 2023, our board of directors declared a quarterly cash dividend of $0.14 per share of our common stock. The dividend was payable to the Company's stockholders of record as of June 9, 2023 and was paid on June 27, 2023.
U.S. Xpress — Having closed the acquisition on July 1, 2023, our synergy teams of leaders from Knight, Swift, and U.S. Xpress are now fully engaged in sharing information, best practices, and further defining opportunities for improvement, and action plans to execute on those opportunities are well under way.
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Segment Financial Performance
Truckload Segment
Quarter Ended June 30,
2023 2022 Change
(Dollars in thousands)
Revenue, excluding fuel surcharge and intersegment transactions $ 829,373  $ 981,479  (15.5  %)
Operating income $ 67,911  $ 206,296  (67.1  %)
Adjusted Operating Income 1
$ 68,210  $ 206,619  (67.0  %)
Operating ratio 92.9  % 82.6  % 1,030   bps
Adjusted Operating Ratio 1
91.8  % 78.9  % 1,290   bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route truckload, dedicated truckload, refrigerated, expedited, flatbed, and cross-border operations across our brands with approximately 13,400 irregular route tractors and nearly 4,500 dedicated tractors.
The Truckload segment experienced an extremely difficult environment, operating with a 91.8% Adjusted Operating Ratio as soft demand and a slight uptick in driver turnover were headwinds to volumes and utilization. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, declined 11.0% year-over-year as new rates continue to take effect throughout our portfolio and as pricing pressure intensified in the softer volume environment. Revenue, excluding fuel surcharge and intersegment transactions, was $829.4 million, a decrease of 15.5% year-over-year. Miles per tractor decreased 3.3%, and revenue per tractor decreased 14.5% year-over-year as the improving revenue per tractor in our dedicated division was more than offset by declines in the over-the-road business. Cost per mile, net of fuel surcharge recovery, increased 2.7% year-over-year but was stable sequentially.
LTL Segment
Quarter Ended June 30,
2023 2022 Change
(Dollars in thousands)
Revenue, excluding fuel surcharge $ 228,578  $ 224,178  2.0  %
Operating income $ 30,238  $ 43,767  (30.9  %)
Adjusted Operating Income 1
$ 34,158  $ 47,762  (28.5  %)
Operating ratio 88.7  % 84.6  % 410   bps
Adjusted Operating Ratio 1
85.1  % 78.7  % 640   bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our LTL segment operated well, producing an 85.1% Adjusted Operating Ratio during the second quarter of 2023, which represents a slight improvement sequentially but a 640 basis point degradation from the second quarter of 2022 as softer volumes, higher wages, and the decline in fuel surcharge revenues over the past year have pressured the Adjusted Operating Ratio. Shipments per day decreased 3.9% year-over-year with softer demand. Revenue per hundredweight increased 7.0% excluding fuel surcharge, while revenue per shipment increased by 5.9%, excluding fuel surcharge, reflecting a 0.9% decrease in weight per shipment. We expect our connected LTL network and the expanding use of shipment dimensioning technology will provide additional opportunities for revenue growth. During the second quarter, we increased our door count by 50, and we expect door capacity to continue to grow by an additional 100 doors through the remainder of 2023. We remain encouraged by the strong performance within our LTL segment, and we continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.

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Logistics Segment
Quarter Ended June 30,
2023 2022 Change
(Dollars in thousands)
Revenue, excluding intersegment transactions $ 117,782  $ 247,319  (52.4  %)
Operating income $ 9,566  $ 43,749  (78.1  %)
Adjusted Operating Income 1
$ 9,900  $ 44,083  (77.5  %)
Operating ratio 92.0  % 82.4  % 960   bps
Adjusted Operating Ratio 1
91.6  % 82.2  % 940   bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
The Logistics segment Adjusted Operating Ratio was 91.6%, with a gross margin of 19.4% in the second quarter of 2023, down from 24.4% in the second quarter of 2022 as pressure on top-line pricing is no longer being offset by corresponding reductions in purchased transportation costs. The brokerage space continues to endure soft demand, causing our load count to decline by 35.0% year-over-year, though our traditional brokerage volumes are seeing greater declines than our power-only service offering. The soft demand resulted in revenue per load decreasing by 26.8% year-over-year. We continue to leverage our consolidated fleet of approximately 80,000 trailers as we build out our power-only service. We continue to innovate with technology intended to remove friction and allow seamless connectivity, leading to services that we expect will capture new opportunities for revenue growth.
Intermodal Segment
Quarter Ended June 30,
2023 2022 Change
(Dollars in thousands)
Revenue, excluding intersegment transactions $ 104,327  $ 132,854  (21.5  %)
Operating (loss) income $ (6,632) $ 14,172  (146.8  %)
Operating ratio 106.4  % 89.3  % 1,710   bps
The Intermodal segment operated with a 106.4% operating ratio while total revenue decreased 21.5% to $104.3 million. While load count increased year-over-year by 4.0%, revenue per load declined 24.5% as a result of soft demand, competitive truck capacity, and the winding down of a container leasing project. With improved rail pricing going into effect in the second half of the year, initiatives to reduce chassis costs, and volume support from new bid awards and improved rail service, we expect to improve the operating results of this segment moving forward. We remain focused on growing our load count and improving the efficiency of our assets as Intermodal continues to provide value to our customers and is complementary to the many services we offer.
Non-reportable Segments
Quarter Ended June 30,
2023 2022 Change
(Dollars in thousands)
Total revenue $ 130,110  $ 128,112  1.6  %
Operating (loss) income $ (7,053) $ 17,794  (139.6  %)
The non-reportable segments include support services provided to our customers and third-party carriers, including insurance, equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services. Our non-reportable segments also include certain corporate expenses (such as legal settlements and accruals, as well as $12.0 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions).
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Revenue growth slowed to 1.6% year-over-year, largely as a result of our actions to address the recent challenges within our third-party insurance program, producing a $7.1 million operating loss within our non-reportable segments. Our efforts to improve our Iron Insurance line of business reduced its operating loss by $7.8 million since the first quarter to a $15.0 million operating loss (or $0.07 per diluted share) during the second quarter of 2023. We have made progress reducing the exposure basis of third party carrier risk, and we are applying more stringent underwriting criteria and higher premiums for any retained risk as policies come up for renewal. The current operating loss is primarily due to ongoing claims development and the time it takes to work higher premiums through the portfolio.
As noted previously, it will take some time for these changes in the insurance business to fully materialize in the results, but we are pleased to see progress and anticipate a positive contribution for the non-reportable segments as a whole in the second half of the year and continued revenue growth from the other activities within our non-reportable segments moving forward.
Consolidated Liquidity, Capital Resources, and Earnings Guidance
Cash Flow Sources (Uses)
  Year-to-Date June 30,
  2023 2022 Change
(In thousands)
Net cash provided by operating activities $ 722,190  $ 719,984  $ 2,206 
Net cash used in investing activities (415,990) (204,306) (211,684)
Net cash provided by (used in) financing activities 236,624  (552,361) 788,985 
Net increase (decrease) in cash, restricted cash, and equivalents 1
$ 542,824  $ (36,683) $ 579,507 
Net capital expenditures $ (419,101) $ (191,283) $ (227,818)
1"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 condensed consolidated balance sheets.
Liquidity and Capitalization — As of June 30, 2023, we had a balance of $1.1 billion of unrestricted cash and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.0 billion as of June 30, 2023, primarily reflecting an increase in borrowing at quarter-end to fund the acquisition of U.S. Xpress effective July 1, 2023. Free Cash Flow2 for the year-to-date period ended June 30, 2023 was $303.1 million. During the year-to-date period ending June 30, 2023, we generated $722.2 million in operating cash flows, paid down $29.3 million in finance lease liabilities, $22.2 million on our operating lease liabilities, and $123.0 million on our revolving credit facilities prior to obtaining financing of $250.0 million in new long-term debt and $210.0 million from our revolving credit facilities to fund the $444.7 million set aside for escrow associated with the closing of the U.S. Xpress acquisition.
Equipment and Capital Expenditures — Gain on sale of revenue equipment was $14.3 million in the second quarter of 2023, compared to $23.0 million in the same quarter of 2022. The average age of the tractor fleet within our Truckload segment was 2.6 years in the second quarter of 2023, compared to 2.7 years in the same quarter of 2022. The average age of the tractor fleet within our LTL segment was 4.2 years in the second quarter of 2023 compared to 4.6 years in the same quarter of 2022. Cash capital expenditures, net of disposal proceeds, were $419.1 million for year-to-date June 30, 2023. We expect net cash capital expenditures will be in the range of $700 million – $750 million for full-year 2023, which now includes U.S. Xpress and has been updated from our previously disclosed range of $640 million to $690 million. Our net cash capital expenditures primarily represent replacements of existing tractors and trailers, modest expansion of the U.S Xpress trailer fleet, and investments in our terminal network, driver amenities, and technology, and excludes acquisitions.
________
2See GAAP to non-GAAP reconciliations in the schedules following this release.

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Guidance — We now expect that Adjusted EPS1 for full-year 2023 will range from $2.10 to 2.30, which includes a projected U.S. Xpress loss of $0.25 to $0.30 post acquisition, inclusive of incremental interest expense associated with the acquisition. This is an update from our previously disclosed range of $3.35 to $3.55, which did not include the projected results of U.S. Xpress. Our expected Adjusted EPS1 range is based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as follows:
Legacy Knight-Swift business
•Truckload rates continue to be pressured, with a year-over-year decrease in overall revenue per mile of high single to low double digit percent for the full year
•Truckload tractor count to be down modestly with miles per tractor improving slightly on a year-over-year basis in the second half of the year
•LTL revenue, excluding fuel surcharge increases modestly year-over-year with relatively stable sequential margin profile subject to typical seasonality
•Logistics volume and revenue per load remains under pressure in the third quarter before improving sequentially in the fourth quarter, with an operating ratio of approximately 90% for the year
•Intermodal Operating Ratio roughly breakeven for the full year with volumes up year-over-year
•Non-reportable to have modest revenue growth for the year and operating income in the second half roughly in line on a year-over-year basis as insurance losses are expected to moderate
Pro forma combined Knight-Swift and U.S. Xpress
•Equipment gains to be in the range of $10 million to $15 million quarterly
•Expect approximately $20 million increase in interest expense in the second half of 2023 as compared to the first half, reflecting approximately $800 million additional debt from U.S. Xpress acquisition and assuming Fed hiking cycle is nearly complete
•Net cash capital expenditures for the full year 2023 expected range of $700 million - $750 million, which has been updated from $640 million to $690 million to include anticipated expenditures for U.S. Xpress.
•Expected tax rate of 25% to 26% for the full year 2023
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 EPS1 guidance.
________
1See GAAP to non-GAAP reconciliations in the schedules following this release.
2Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.30 for full-year 2023, excluding amortization of intangibles from U.S. Xpress transaction), as well as noncash impairments and certain other unusual items, if any.

Conference Call
Knight-Swift will host a live conference call with analysts and investors to discuss the earnings release, the results of operations, and other matters following its earnings press release on Thursday, July 20, 2023, at 4:30 p.m. EDT. The conference dial in information is +1 (888) 886-7786 (Conference ID: 08852930). Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the presentation, please visit https://investor.knight-swift.com/, "Second Quarter 2023 Conference Call Presentation."
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Other Information
About Knight-Swift
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our 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

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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," "foresee," "will," "could," "should," "may," "feel", "goal," "continue," or similar expressions, which speak only as of the date the statement was made. Such statements are forward-looking statements and are 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, and such statements are subject to the safe harbor created by those sections and 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, share repurchases, leverage ratio, 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, industry, or Company conditions or performance, including, without limitation, expectations regarding future supply or demand, volume, or truckload capacity, 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, Adjusted EPS, revenues, cash flows, dividends, share repurchases, capital expenditures, or other financial items,
•expected freight environment, including freight demand, capacity, volumes, rates, seasonality, and shipper inventory levels,
•future dividends,
•future effective tax rates,
•future performance or growth of our reportable segments, including expected network, technology, door count, and revenue within our LTL segment; expected load volumes, demand, gross margin, and technology with our Logistics segment; and expected network design, cost structure, container count, capital expenditures, margin, and volumes within our Intermodal segment,
•future performance of our insurance businesses, including underwriting profitability, premium rates, and claims development,
•future capital structure, capital allocation, growth strategies and opportunities, costs, inflation, and liquidity,
•future capital expenditures, including nature and funding of capital expenditures, and
•the U.S. Xpress transaction, including future integration efforts and synergies and future operating performance.
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, Annual Report on Form 10-K for the year ended December 31, 2022, and various disclosures in our press releases, stockholder reports, and other filings with the SEC (including our Form 8-K filed with the SEC on March 21, 2023 and the press release filed as Exhibit 99.4 thereto).
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Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Quarter Ended June 30, Year-to-Date June 30,
  2023 2022 2023 2022
(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge $ 1,390,448  $ 1,694,531  $ 2,840,741  $ 3,342,409 
Truckload and LTL fuel surcharge 162,531  266,600  349,170  445,711 
Total revenue 1,552,979  1,961,131  3,189,911  3,788,120 
Operating expenses:
Salaries, wages, and benefits 533,237  549,956  1,069,979  1,086,012 
Fuel 168,300  257,146  356,059  447,635 
Operations and maintenance 101,380  106,724  200,691  202,607 
Insurance and claims 137,306  102,084  275,345  200,276 
Operating taxes and licenses 28,332  30,204  54,222  59,241 
Communications 6,184  5,744  11,933  11,614 
Depreciation and amortization of property and equipment 156,381  147,482  312,347  292,526 
Amortization of intangibles 16,505  16,215  32,688  32,381 
Rental expense 16,073  13,492  31,141  26,893 
Purchased transportation 258,259  384,910  538,988  771,356 
Impairments —  —  —  810 
Miscellaneous operating expenses 36,992  21,396  67,701  32,905 
Total operating expenses 1,458,949  1,635,353  2,951,094  3,164,256 
Operating income 94,030  325,778  238,817  623,864 
Other (expenses) income:
Interest income 5,508  675  10,557  1,136 
Interest expense (24,354) (9,345) (47,445) (16,025)
Other income (expense), net 9,679  (25,576) 19,382  (39,981)
Total other (expenses) income, net (9,167) (34,246) (17,506) (54,870)
Income before income taxes 84,863  291,532  221,311  568,994 
Income tax expense 21,959  72,090  54,694  141,264 
Net income 62,904  219,442  166,617  427,730 
Net loss attributable to noncontrolling interest 422  50  993  99 
Net income attributable to Knight-Swift $ 63,326  $ 219,492  $ 167,610  $ 427,829 
Other comprehensive income (loss) 531  (1,862) 1,621  (2,234)
Comprehensive income $ 63,857  $ 217,630  $ 169,231  $ 425,595 
Earnings per share:
Basic $ 0.39  $ 1.35  $ 1.04  $ 2.61 
Diluted $ 0.39  $ 1.35  $ 1.04  $ 2.60 
Dividends declared per share: $ 0.14  $ 0.12  $ 0.28  $ 0.24 
Weighted average shares outstanding:
Basic 161,116  162,365  161,018  163,863 
Diluted 161,940  163,166  161,917  164,801 


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9



Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2023 December 31, 2022
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 228,957  $ 196,770 
Cash and cash equivalents – restricted 251,438  185,792 
Restricted investments, held-to-maturity, amortized cost 3,082  7,175 
Trade receivables, net of allowance for doubtful accounts of $25,693 and $22,980, respectively
712,197  842,294 
Contract balance – revenue in transit 13,608  15,859 
Prepaid expenses 100,896  108,081 
Assets held for sale 59,310  40,602 
Income tax receivable 17,303  58,974 
Acquisition escrow 444,657  — 
Other current assets 53,662  38,025 
Total current assets 1,885,110  1,493,572 
Property and equipment, net 3,962,149  3,835,043 
Operating lease right-of-use assets 200,708  192,358 
Goodwill 3,519,339  3,519,339 
Intangible assets, net 1,744,056  1,776,569 
Other long-term assets 126,530  134,785 
Total assets $ 11,437,892  $ 10,951,666 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 223,482  $ 220,849 
Accrued payroll and purchased transportation 159,066  171,381 
Accrued liabilities 81,766  81,528 
Claims accruals – current portion 366,238  311,822 
Finance lease liabilities and long-term debt – current portion
73,304  71,466 
Operating lease liabilities – current portion 41,565  36,961 
Total current liabilities 945,421  894,007 
Revolving line of credit 210,000  43,000 
Long-term debt – less current portion
1,265,204  1,024,668 
Finance lease liabilities – less current portion 333,009  344,377 
Operating lease liabilities – less current portion 153,765  149,992 
Accounts receivable securitization 338,641  418,561 
Claims accruals – less current portion 205,605  201,838 
Deferred tax liabilities 899,891  907,893 
Other long-term liabilities 5,313  12,049 
Total liabilities 4,356,849  3,996,385 
Stockholders’ equity:
Common stock 1,613  1,607 
Additional paid-in capital 4,412,069  4,392,266 
Accumulated other comprehensive loss (815) (2,436)
Retained earnings 2,657,415  2,553,567 
Total Knight-Swift stockholders' equity 7,070,282  6,945,004 
Noncontrolling interest 10,761  10,277 
Total stockholders’ equity 7,081,043  6,955,281 
Total liabilities and stockholders’ equity $ 11,437,892  $ 10,951,666 
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10



Segment Operating Statistics (Unaudited)
Quarter Ended June 30, Year-to-Date June 30,
2023 2022 Change 2023 2022 Change
Truckload
Average revenue per tractor 1
$ 46,461  $ 54,361  (14.5  %) $ 94,176  $ 106,775  (11.8  %)
Non-paid empty miles percentage 15.2  % 14.6  % 60   bps 15.1  % 14.4  % 70   bps
Average length of haul (miles) 385  392  (1.8  %) 388  393  (1.3  %)
Miles per tractor 18,904  19,542  (3.3  %) 37,304  38,460  (3.0  %)
Average tractors 17,851  18,055  (1.1  %) 18,002  18,010  —  %
Average trailers 2
79,911  73,010  9.5  % 79,700  72,111  10.5  %
LTL 3
Shipments per day 18,898  19,657  (3.9  %) 18,308  19,220  (4.7  %)
Weight per shipment (pounds) 1,058  1,068  (0.9  %) 1,059  1,083  (2.2  %)
Average length of haul (miles) 545  522  4.4  % 540  522  3.4  %
Revenue per shipment $ 187.92  $ 191.30  (1.8  %) $ 188.59  $ 185.01  1.9  %
Revenue xFSC per shipment $ 160.66  $ 151.64  5.9  % $ 159.60  $ 151.18  5.6  %
Revenue per hundredweight $   17.77  $ 17.91  (0.8  %) $   17.80  $ 17.09  4.2  %
Revenue xFSC per hundredweight $   15.19  $ 14.20  7.0  % $   15.07  $ 13.97  7.9  %
Average tractors 4
3,163  3,129  1.1  % 3,163  3,110  1.7  %
Average trailers 5
8,452  8,402  0.6  % 8,419  8,352  0.8  %
Logistics
Revenue per load 6
$ 1,652  $ 2,257  (26.8  %) $ 1,685  $ 2,471  (31.8  %)
Gross margin 19.4  % 24.4  % (500   bps) 19.6  % 22.2  % (260)  bps
Intermodal
Average revenue per load 6
$ 2,749  $ 3,642  (24.5  %) $ 2,979  $ 3,560  (16.3  %)
Load count 37,945  36,474  4.0  % 72,138  67,989  6.1  %
Average tractors 656  623  5.3  % 631  603  4.6  %
Average containers 12,842  11,491  11.8  % 12,835  11,259  14.0  %
1Computed with revenue, excluding fuel surcharge and intersegment transactions
2Second quarter 2023 and 2022 includes 8,377 and 6,014 trailers, respectively, related to leasing activities recorded within our non-reportable operating segments.
The year-to-date period ending June 30, 2023 and 2022 includes 8,683 and 6,783 trailers, respectively, related to leasing activities recorded within our non-reportable operating segments.
3Operating statistics within the LTL segment exclude dedicated and other businesses.
4Our LTL tractor fleet includes 604 and 700 tractors from ACT's and MME's dedicated and other businesses for the second quarter of 2023 and 2022, respectively. Our LTL tractor fleet includes 611 and 698 tractors from ACT's and MME's dedicated and other businesses for the year-to-date period ending June 30, 2023 and 2022, respectively.
5Our LTL trailer fleet includes 778 and 962 trailers from ACT's and MME's dedicated and other businesses for the second quarter of 2023 and 2022, respectively. Our LTL trailer fleet includes 778 and 935 trailers from ACT's and MME's dedicated and other businesses for the year-to-date period ending June 30, 2023 and 2022, respectively.
6Computed with revenue, excluding intersegment transactions.
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11



Non-GAAP Financial Measures and Reconciliations
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted EPS," "Adjusted Operating Ratio," and "Free Cash Flow," 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, Adjusted Operating Income, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the board of directors use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. 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, Adjusted Operating Ratio, and Free Cash Flow, 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.
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12




Non-GAAP Reconciliation (Unaudited):
Adjusted Operating Income and Adjusted Operating Ratio 1
Quarter Ended June 30, Year-to-Date June 30,
2023 2022 2023 2022
GAAP Presentation (Dollars in thousands)
Total revenue $ 1,552,979  $ 1,961,131  $ 3,189,911  $ 3,788,120 
Total operating expenses (1,458,949) (1,635,353) (2,951,094) (3,164,256)
Operating income $ 94,030  $ 325,778  $ 238,817  $ 623,864 
Operating ratio 93.9  % 83.4  % 92.5  % 83.5  %
Non-GAAP Presentation
Total revenue $ 1,552,979  $ 1,961,131  $ 3,189,911  $ 3,788,120 
Truckload and LTL fuel surcharge (162,531) (266,600) (349,170) (445,711)
Revenue, excluding truckload and LTL fuel surcharge 1,390,448  1,694,531  2,840,741  3,342,409 
Total operating expenses 1,458,949  1,635,353  2,951,094  3,164,256 
Adjusted for:
Truckload and LTL fuel surcharge (162,531) (266,600) (349,170) (445,711)
Amortization of intangibles 2
(16,505) (16,215) (32,688) (32,381)
Impairments 3
—  —  —  (810)
Legal accruals 4
(1,300) 2,000  (1,000) (3,055)
Transaction fees 5
(5,332) —  (6,868) — 
Severance expense 6
—  —  (1,452) — 
Change in fair value of deferred earnout 7
2,500  —  2,500  — 
Adjusted Operating Expenses 1,275,781  1,354,538  2,562,416  2,682,299 
Adjusted Operating Income $ 114,667  $ 339,993  $ 278,325  $ 660,110 
Adjusted Operating Ratio 91.8  % 79.9  % 90.2  % 80.3  %
1     Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition and other acquisitions.
3    "Impairments" reflects the non-cash impairment of building improvements (within our non-reportable segments).
4    "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•Second quarter 2023 legal expense reflects the increased estimated exposure for an accrued legal matter based on a recent settlement agreement. First quarter 2023 legal expense reflects a decrease in the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement.
•During the second quarter of 2022, the company decreased the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement.
5    "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 acquisition of U.S. Xpress. The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, Wages, and benefits" and with smaller amounts included in other line items in the condensed statements of comprehensive income.
6    "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income.
7    "Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to the acquisition of UTXL, which is recorded in "Miscellaneous operating expenses."

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13



Non-GAAP Reconciliation (Unaudited):
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1
Quarter Ended June 30, Year-to-Date June 30,
2023 2022 2023 2022
(Dollars in thousands, except per share data)
GAAP: Net income attributable to Knight-Swift $ 63,326  $ 219,492  $ 167,610  $ 427,829 
Adjusted for:
Income tax expense attributable to Knight-Swift 21,959  72,090  54,694  141,264 
Income before income taxes attributable to Knight-Swift 85,285  291,582  222,304  569,093 
Amortization of intangibles 2
16,505  16,215  32,688  32,381 
Impairments 3
—  —  —  810 
Legal accruals 4
1,300  (2,000) 1,000  3,055 
Transaction fees 5
5,332  —  6,868  — 
Severance expense 6
—  —  1,452  — 
Change in fair value of deferred earnout 7
(2,500) —  (2,500) — 
Adjusted income before income taxes 105,922  305,797  261,812  605,339 
Provision for income tax expense at effective rate (27,304) (75,608) (64,703) (150,287)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 78,618  $ 230,189  $ 197,109  $ 455,052 
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 June 30, Year-to-Date June 30,
2023 2022 2023 2022
GAAP: Earnings per diluted share $ 0.39  $ 1.35  $ 1.04  $ 2.60 
Adjusted for:
Income tax expense attributable to Knight-Swift 0.14  0.44  0.34  0.86 
Income before income taxes attributable to Knight-Swift 0.53  1.79  1.37  3.45 
Amortization of intangibles 2
0.10  0.10  0.20  0.20 
Impairments 3
—  —  —  — 
Legal accruals 4
0.01  (0.01) 0.01  0.02 
Transaction fees 5
0.03  —  0.04  — 
Severance expense 6
—  —  0.01  — 
Change in fair value of deferred earnout 7
(0.02) —  (0.02) — 
Adjusted income before income taxes 0.65  1.87  1.62  3.67 
Provision for income tax expense at effective rate (0.17) (0.46) (0.40) (0.91)
Non-GAAP: Adjusted EPS $ 0.49  $ 1.41  $ 1.22  $ 2.76 
1Pursuant 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.
2Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 2.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7.

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14


Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income and Adjusted Operating Ratio 1

Quarter Ended June 30, Year-to-Date June 30,
Truckload Segment 2023 2022 2023 2022
GAAP Presentation (Dollars in thousands)
Total revenue $ 953,659  $ 1,188,809  $ 1,965,904  $ 2,269,340 
Total operating expenses (885,748) (982,513) (1,782,094) (1,857,927)
Operating income $ 67,911  $ 206,296  $ 183,810  $ 411,413 
Operating ratio 92.9  % 82.6  % 90.7  % 81.9  %
Non-GAAP Presentation
Total revenue $ 953,659  $ 1,188,809  $ 1,965,904  $ 2,269,340 
Fuel surcharge (124,004) (206,931) (269,268) (345,592)
Intersegment transactions (282) (399) (1,283) (735)
Revenue, excluding fuel surcharge and intersegment transactions 829,373  981,479  1,695,353  1,923,013 
Total operating expenses 885,748  982,513  1,782,094  1,857,927 
Adjusted for:
Fuel surcharge (124,004) (206,931) (269,268) (345,592)
Intersegment transactions (282) (399) (1,283) (735)
Amortization of intangibles 2
(299) (323) (642) (647)
Adjusted Operating Expenses 761,163  774,860  1,510,901  1,510,953 
Adjusted Operating Income $ 68,210  $ 206,619  $ 184,452  $ 412,060 
Adjusted Operating Ratio 91.8  % 78.9  % 89.1  % 78.6  %
1     Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions.
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15



Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income and Adjusted Operating Ratio 1 — (Continued)

Quarter Ended June 30, Year-to-Date June 30,
LTL Segment 2023 2022 2023 2022
GAAP Presentation (Dollars in thousands)
Total revenue $ 267,105  $ 283,847  $ 522,409  $ 538,972 
Total operating expenses (236,867) (240,080) (465,589) (468,828)
Operating income $ 30,238  $ 43,767  $ 56,820  $ 70,144 
Operating ratio 88.7  % 84.6  % 89.1  % 87.0  %
Non-GAAP Presentation
Total revenue $ 267,105  $ 283,847  $ 522,409  $ 538,972 
Fuel surcharge (38,527) (59,669) (79,902) (100,119)
Revenue, excluding fuel surcharge 228,578  224,178  442,507  438,853 
Total operating expenses 236,867  240,080  465,589  468,828 
Adjusted for:
Fuel surcharge (38,527) (59,669) (79,902) (100,119)
Amortization of intangibles 2
(3,920) (3,995) (7,840) (7,940)
Adjusted Operating Expenses 194,420  176,416  377,847  360,769 
Adjusted Operating Income $ 34,158  $ 47,762  $ 64,660  $ 78,084 
Adjusted Operating Ratio 85.1  % 78.7  % 85.4  % 82.2  %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT and MME acquisitions.
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16



Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income and Adjusted Operating Ratio 1 — (Continued)
Quarter Ended June 30, Year-to-Date June 30,
Logistics Segment 2023 2022 2023 2022
GAAP Presentation (Dollars in thousands)
Total revenue $ 119,943  $ 248,662  $ 258,226  $ 530,701 
Total operating expenses (110,377) (204,913) (235,840) (447,351)
Operating income $ 9,566  $ 43,749  $ 22,386  $ 83,350 
Operating ratio 92.0  % 82.4  % 91.3  % 84.3  %
Non-GAAP Presentation
Total revenue $ 119,943  $ 248,662  $ 258,226  $ 530,701 
Intersegment transactions (2,161) (1,343) (3,667) (3,211)
Revenue, excluding intersegment transactions 117,782  247,319  254,559  527,490 
Total operating expenses 110,377  204,913  235,840  447,351 
Adjusted for:
Intersegment transactions (2,161) (1,343) (3,667) (3,211)
Amortization of intangibles 2
(334) (334) (668) (668)
Adjusted Operating Expenses 107,882  203,236  231,505  443,472 
Adjusted Operating Income $ 9,900  $ 44,083  $ 23,054  $ 84,018 
Adjusted Operating Ratio 91.6  % 82.2  % 90.9  % 84.1  %

Quarter Ended June 30, Year-to-Date June 30,
Intermodal Segment 2023 2022 2023 2022
GAAP Presentation (Dollars in thousands)
Total revenue $ 104,327  $ 132,871  $ 214,899  $ 242,093 
Total operating expenses (110,959) (118,699) (216,429) (212,751)
Operating (loss) income $ (6,632) $ 14,172  $ (1,530) $ 29,342 
Operating ratio 106.4  % 89.3  % 100.7  % 87.9  %
Non-GAAP Presentation
Total revenue $ 104,327  $ 132,871  $ 214,899  $ 242,093 
Intersegment transactions —  (17) —  (47)
Revenue, excluding intersegment transactions 104,327  132,854  214,899  242,046 
Total operating expenses 110,959  118,699  216,429  212,751 
Adjusted for:
Intersegment transactions —  (17) —  (47)
Adjusted Operating Expenses 110,959  118,682  216,429  212,704 
Adjusted Operating (Loss) Income $ (6,632) $ 14,172  $ (1,530) $ 29,342 
Adjusted Operating Ratio 106.4  % 89.3  % 100.7  % 87.9  %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the UTXL acquisition.

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17



Non-GAAP Reconciliation (Unaudited):
Free Cash Flow 1
Year-to-Date June 30, 2023
GAAP: Cash flows from operations $ 722,190 
Adjusted for:
Proceeds from sale of property and equipment, including assets held for sale 98,755 
Purchases of property and equipment (517,856)
Non-GAAP: Free cash flow $ 303,089 
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
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18
EX-99.2 3 exhibit99206302023.htm KNIGHT-SWIFT SECOND QUARTER 2023 EARNINGS PRESENTATION exhibit99206302023
Second Quarter 2023 Earnings Exhibit 99.2


 
2 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 earnings per share, adjusted income before taxes and adjusted operating expenses, 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 truckload and LTL segment fuel surcharges from revenue and nets these surcharges against fuel expense.


 
3 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation KNX Q2 2023 Comparative Results 1,961 1,553 2Q22 2Q23 Total Revenue (20.8%) 1,695 1,390 2Q22 2Q23 Revenue xFSC (17.9%) 2Q22 2Q23 Operating Income (71.1%) 2Q22 2Q23 Adj. Operating Inc. 1 (66.3%) 2Q22 2Q23 Net Income (71.1%) 2Q22 2Q23 Adj. Net Income 1 (65.8%) 2Q22 2Q23 Earnings Per Share (71.1%) 2Q22 2Q23 Adj. EPS 1 In m ill io ns In m ill io ns In m ill io ns Significant pressure on margins amid extended demand softness Adjustments • $16.5M in Q2 2023 and $16.2M in Q2 2022 of amortization expense from mergers and acquisitions • $1.3M increase and $2.0M decrease in legal accrual related to settlements in Q2 2023 and Q2 2022, respectively • $5.3M in Q2 2023 of transaction fees • $2.5M decrease in fair value of contingent consideration in Q2 2023 (65.2%) $0.39 $1.35 $1.41 $0.49 79 230219 63 326 94 340 115


 
4 Truckload 981.5 57.3 % LTL 224.2 13.1 % Logistics 247.3 14.4 % Intermodal 132.9 7.8 % Other 128.1 7.5 % 1714 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes intersegment transactions 3 Includes 8,377 trailers related to leasing activities recorded within our non-reportable operating segments for the second quarter of 2023 Q2 2023 YTD Q2 2023 Revenue xFSC 2 $ 829.4 M $ 1,695.4 M Adjusted Op Income 1 $ 68.2 M $ 184.5 M Adjusted OR 1 91.8 % 89.1 % ~ 13,355 irregular and 4,496 dedicated tractors ~ 79,911 trailers 3 Q2 2023 YTD Q2 2023 Revenue 2 $ 104.3 M $ 214.9 M Adjusted Op Income 1 $ (6.6) M $ (1.5) M Adjusted OR 1 106.4 % 100.7 % ~ 656 tractors, 12,842 containers Q2 2023 YTD Q2 2023 Revenue 2 $ 117.8 M $ 254.6 M Adjusted Op Income 1 $ 9.9 M $ 23.1 M Adjusted OR 1 91.6 % 90.9 % Q2 2023 YTD Q2 2023 Revenue xFSC $ 228.6 M $ 442.5 M Adjusted Op Income 1 $ 34.2 M $ 64.7 M Adjusted OR 1 85.1 % 85.4 % ~ Approximately 111 Service Centers ~ Terminal door count of 4,445 Truckload 59% LTL 16% Logistics 9% Other 9% Intermodal 7% OTR 42% / Dedicated 17% Segment Overview Less pressure on volume and price in LTL than in other businesses Truckload Less-than-Truckload Intermodal Logistics Q2 2023 Revenue Diversification


 
5 • 91.8% Adjusted Operating Ratio1 in Q2 2023 compared to 78.9% the previous year • Largest truckload trailer fleet continues to grow and now nearly 80,000 (pre-U.S. Xpress) • Truckload average revenue per tractor improving in our dedicated division but offset by declines in the OTR business • adds 7,200 trucks, 15,000 trailers, 14 terminals 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Truckload Operating Statistics Q2 2023 Q2 2022 Change Average revenue per tractor $46,461 $54,361 (14.5 %) Average tractors 17,851 18,055 (1.1 %) Average trailers 79,911 73,010 9.5 % Miles per tractor 18,904 19,542 (3.3 %) Truckload Financial Metrics Q2 2023 Q2 2022 Change (Dollars in thousands) Revenue xFSC $829,373 $981,479 (15.5 %) Operating income $67,911 $206,296 (67.1 %) Adjusted Operating Income 1 $68,210 $206,619 (67.0 %) Operating ratio 92.9% 82.6% 1,030 bps Adjusted Operating Ratio 1 91.8% 78.9% 1,290 bps Historic price declines weigh on results Operating Performance - Truckload


 
6 • 85.1% Adjusted Operating Ratio1 in Q2 2023 • $34.2M of Adjusted Operating Income1 • Shipments per day bottomed in April and built throughout the quarter • Recent uptick in shipper inquiries for support in 2H 2023 LTL Operating Statistics Q2 2023 Q2 2022 Change LTL shipments per day 18,898 19,657 (3.9 %) LTL weight per shipment 1,058 1,068 (0.9 %) LTL revenue xFSC per hundredweight $15.19 $14.20 7.0 % LTL revenue xFSC per shipment $160.66 $151.64 5.9 % 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. LTL Financial Metrics Q2 2023 Q2 2022 Change (Dollars in thousands) Revenue xFSC $228,578 $224,178 2.0 % Operating income $30,238 $43,767 (30.9 %) Adjusted Operating Income 1 $34,158 $47,762 (28.5 %) Operating ratio 88.7% 84.6% 410 bps Adjusted Operating Ratio 1 85.1% 78.7% 640 bps Operating Performance - LTL Continued strong performance, poised for growth


 
7 • 91.6% Adjusted Operating Ratio1 during the quarter • 19.4% Gross margin • 35.0% YoY decrease in load count as demand remains soft 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Logistics Operating Statistics Q2 2023 Q2 2022 Change Revenue per load $1,652 $2,257 (26.8 %) Gross margin 19.4% 24.4% (500 bps) Logistics Financial Metrics Q2 2023 Q2 2022 Change (Dollars in thousands) Revenue ex intersegment $117,782 $247,319 (52.4 %) Operating income $9,566 $43,749 (78.1 %) Adjusted Operating Income 1 $9,900 $44,083 (77.5 %) Operating ratio 92.0% 82.4% 960 bps Adjusted Operating Ratio 1 91.6% 82.2% 940 bps Solid margins despite significant volume declines Operating Performance - Logistics Extensive Trailer Network Powers Supply Chains


 
8 • 106.4% operating ratio during Q2 2023 compared with 89.3% the prior year • 24.5% year-over-year decrease in average revenue per load • 4.0% increase in load counts • Average container count stable sequentially at approximately 12,800 units • Expect rail cost relief beginning in the second half of 2023Intermodal Operating Statistics Q2 2023 Q2 2022 Change Average revenue per load $2,749 $3,642 (24.5 %) Load count 37,945 36,474 4.0 % Average tractors 656 623 5.3 % Average containers 12,842 11,491 11.8 % Intermodal Financial Metrics Q2 2023 Q2 2022 Change (Dollars in thousands) Revenue ex intersegment $104,327 $132,854 (21.5 %) Operating income $(6,632) $14,172 (146.8 %) Operating ratio 106.4% 89.3% 1,710 bps Operating Performance - Intermodal Competitive truckload market adds to demand weakness


 
9 Q2 Non-Reportable Performance: • 1.6% increase in revenue to $130.1M • ($7.1M) in operating loss ◦ Third party insurance business posted $15.0M loss due to increased frequency and unfavorable claims development Early signs of progress in shifting business exposure Executing Strategic Pivot on Third Party Insurance • Temporarily reducing exposure to third party insurance risk in an unusually difficult environment for small operators • Near term headwind to revenue growth for this program, but early indication on fundamentals improving Operating Performance - Non-Reportable Non-Reportable Financial Metrics Q2 2023 Q2 2022 Change (Dollars in thousands) Revenue $130,110 $128,112 1.6 % Operating (loss) income $(7,053) $17,794 (139.6 %)


 
10 • Generated Free Cash Flow1 of $303.1M YTD • Increased dividend 17% to $0.56 per share annualized, generating return of capital to shareholders of $45.9M YTD 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Taking steps in pursuit of long-term opportunities Capital Allocation Year to Date 2023 Capital Deployment Strategic Investments to improve returns and position us for organic and inorganic growth • LTL - Disciplined process pursuing acquisition of businesses and properties • U.S. Xpress acquisition • Expanding trailer ratio at U.S. Xpress to position for drop and hook freight opportunities • Investment in technology development - supporting organic growth and driving efficiencies


 
11 Unprofitable at acquisition, plan in place & work underway to achieve $1 dollar of EPS accretion with high-80's OR by 2026, with further EPS opportunity as OR progress continues Improvement Focus Areas • Yield • Safety • Terminal Network • Already beginning to realize $6M per month of cost synergies with more ground to cover • Quickly reducing exposure to brokers and upgrading freight selection, preparing the business with tools to react to a changing market, similar to Knight and Swift U.S. Xpress - Miles of Opportunity Acquisition closed July 1st, teams fully engaged to improve performance • Driver Retention • Procurement • Maintenance (1) Total Transportation of Mississippi LLC


 
12 • Continued softness in freight demand through the third quarter; modest seasonal uplift in the fourth quarter • Non-contract rates improve modestly after bottoming in Q2 but remain below contract rates through the third quarter while contract rate declines slow sequentially • Capacity continues to exit at an accelerating rate • Expect trailer pool service, which facilitates preloaded trailer pick-ups and/or drop trailer deliveries, to continue to be a differentiator when demand recovers • LTL demand under modest pressure but remains more stable than truckload • LTL improvement in revenue (excluding fuel) per hundredweight year-over-year • Cost per mile stabilizes on a year-over-year basis in the back half of the year • Equipment availability continues to improve • Demand in the used equipment market weakens as small carriers struggle • Labor alternatives in the general economy remain attractive, providing a headwind to hiring and utilization until freight conditions improve Market Outlook


 
13 Legacy Knight-Swift business • LTL revenue (xFSC) increases modestly year-over-year with relatively stable margin profile and typical seasonality • Logistics volume and revenue per load remains under pressure in Q3 before improving in Q4 / OR low 90's for year • Non-Reportable - Modest revenue growth for the year and 2H operating income in line with prior year Combined Knight-Swift and U.S. Xpress • Roughly $20M increase in interest expense in 2H as compared to 1H, primarily acquisition-related, assuming Fed hiking cycle is nearly complete • Gain on sale $10M to $15M quarterly in 2H • Net cash capex for the full year expected range of $700M - $750M; which now includes U.S. Xpress • Expected tax rate to be 25% to 26% for the full year 2023 Updated expected Adjusted EPS for 2023 from $3.35 - $3.55 to new range of $2.10 - $2.30 2023 Guidance Update - Including U.S. Xpress TL - Cost Per Mile • Gain on Sale range $15M to $20M per quarter for Knight-Swift Updated Guidance Commentary • Gain on Sale range $10M to $15M per quarter including U.S. Xpress • Reduced expectation for gain on sale, no relief on cost inputs TL - Revenue Per Mile • Overall revenue per mile decreases high single digits for the year • Overall revenue per mile decrease high single to low double digits for the year • Bids largely complete, with more pressure on rate to protect incumbency and win additional volume Intermodal • Operating Ratio in the mid 90's for the full year with volumes up year over year • Operating Ratio roughly breakeven for the full year with volumes up year over year U.S. Xpress • Not Included • EPS estimated impact in 2H ($0.25) to ($0.30) • Includes incremental interest expense of $0.11 Prior Guidance • Lower expectations on revenue per load Key Changes Other Guidance Assumptions


 
Appendix


 
15 Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 1,552,979 $ 1,961,131 $ 3,189,911 $ 3,788,120 Total operating expenses (1,458,949) (1,635,353) (2,951,094) (3,164,256) Operating income $ 94,030 $ 325,778 $ 238,817 $ 623,864 Operating ratio 93.9 % 83.4 % 92.5 % 83.5 % Non-GAAP Presentation Total revenue $ 1,552,979 $ 1,961,131 $ 3,189,911 $ 3,788,120 Truckload fuel surcharge (162,531) (266,600) (349,170) (445,711) Revenue, excluding truckload fuel surcharge 1,390,448 1,694,531 2,840,741 3,342,409 Total operating expenses 1,458,949 1,635,353 2,951,094 3,164,256 Adjusted for: Truckload fuel surcharge (162,531) (266,600) (349,170) (445,711) Amortization of intangibles 2 (16,505) (16,215) (32,688) (32,381) Impairments 3 — — — (810) Legal accruals 4 (1,300) 2,000 (1,000) (3,055) Transaction fees 5 (5,332) — (6,868) — Severance expense 6 — — (1,452) — Change in fair value of deferred earnout 7 2,500 — 2,500 — Adjusted Operating Expenses 1,275,781 1,354,538 2,562,416 2,682,299 Adjusted Operating Income $ 114,667 $ 339,993 $ 278,325 $ 660,110 Adjusted Operating Ratio 91.8 % 79.9 % 90.2 % 80.3 % Non-GAAP Reconciliation


 
16 Adjusted Operating Income and Adjusted Operating Ratio (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition and other acquisitions. 3 "Impairments" reflects the non-cash impairment of building improvements (within our non-reportable segments). 4 "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • Second quarter 2023 legal expense reflects the increased estimated exposure for an accrued legal matter based on a recent settlement agreement. First quarter 2023 legal expense reflects a decrease in the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement. • During the second quarter of 2022, the company decreased the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement. 5 "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 acquisition of U.S. Xpress. The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, Wages, and benefits" and with smaller amounts included in other line items in the condensed statements of comprehensive income. 6 "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income. 7 "Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to the acquisition of UTXL, which is recorded in "Miscellaneous operating expenses." Non-GAAP Reconciliation


 
17 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Unaudited) Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 (Dollars in thousands, except per share data) GAAP: Net income attributable to Knight-Swift $ 63,326 $ 219,492 $ 167,610 $ 427,829 Adjusted for: Income tax expense attributable to Knight-Swift 21,959 72,090 54,694 141,264 Income before income taxes attributable to Knight-Swift 85,285 291,582 222,304 569,093 Amortization of intangibles 2 16,505 16,215 32,688 32,381 Impairments 3 — — — 810 Legal accruals 4 1,300 (2,000) 1,000 3,055 Transaction fees 5 5,332 — 6,868 — Severance expense 6 — — 1,452 — Change in fair value of deferred earnout 7 (2,500) — (2,500) — Adjusted income before income taxes 105,922 305,797 261,812 605,339 Provision for income tax expense at effective rate (27,304) (75,608) (64,703) (150,287) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 78,618 $ 230,189 $ 197,109 $ 455,052 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. 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. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7. Non-GAAP Reconciliation


 
18 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Unaudited) Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 GAAP: Earnings per diluted share $ 0.39 $ 1.35 $ 1.04 $ 2.60 Adjusted for: Income tax expense attributable to Knight-Swift 0.14 0.44 0.34 0.86 Income before income taxes attributable to Knight-Swift 0.53 1.79 1.37 3.45 Amortization of intangibles 2 0.10 0.10 0.20 0.20 Impairments 3 — — — — Legal accruals 4 0.01 (0.01) 0.01 0.02 Transaction fees 5 0.03 — 0.04 — Severance expense 6 — — 0.01 — Change in fair value of deferred earnout 7 (0.02) — (0.02) — Adjusted income before income taxes 0.65 1.87 1.62 3.67 Provision for income tax expense at effective rate (0.17) (0.46) (0.40) (0.91) Non-GAAP: Adjusted EPS $ 0.49 $ 1.41 $ 1.22 $ 2.76 Note: Because the numbers reflected in the table above are calculated on a per share basis, they may not foot due to rounding. 1 Pursuant to the requirements of Regulation G, these tables reconcile 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. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7. Non-GAAP Reconciliation


 
19 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter-to-Date June 30, Year-to-Date June 30, Truckload Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 953,659 $ 1,188,809 $ 1,965,904 $ 2,269,340 Total operating expenses (885,748) (982,513) (1,782,094) (1,857,927) Operating income $ 67,911 $ 206,296 $ 183,810 $ 411,413 Operating ratio 92.9 % 82.6 % 90.7 % 81.9 % Non-GAAP Presentation Total revenue $ 953,659 $ 1,188,809 $ 1,965,904 $ 2,269,340 Fuel surcharge (124,004) (206,931) (269,268) (345,592) Intersegment transactions (282) (399) (1,283) (735) Revenue, excluding fuel surcharge and intersegment transactions 829,373 981,479 1,695,353 1,923,013 Total operating expenses 885,748 982,513 1,782,094 1,857,927 Adjusted for: Fuel surcharge (124,004) (206,931) (269,268) (345,592) Intersegment transactions (282) (399) (1,283) (735) Amortization of intangibles 2 (299) (323) (642) (647) Adjusted Operating Expenses 761,163 774,860 1,510,901 1,510,953 Adjusted Operating Income $ 68,210 $ 206,619 $ 184,452 $ 412,060 Adjusted Operating Ratio 91.8 % 78.9 % 89.1 % 78.6 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions. Non-GAAP Reconciliation


 
20 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter-to-Date June 30, Year-to-Date June 30, LTL Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 267,105 $ 283,847 $ 522,409 $ 538,972 Total operating expenses (236,867) (240,080) (465,589) (468,828) Operating income $ 30,238 $ 43,767 $ 56,820 $ 70,144 Operating ratio 88.7 % 84.6 % 89.1 % 87.0 % Non-GAAP Presentation Total revenue $ 267,105 $ 283,847 $ 522,409 $ 538,972 Fuel surcharge (38,527) (59,669) (79,902) (100,119) Revenue, excluding fuel surcharge 228,578 224,178 442,507 438,853 Total operating expenses 236,867 240,080 465,589 468,828 Adjusted for: Fuel surcharge (38,527) (59,669) (79,902) (100,119) Amortization of intangibles 2 (3,920) (3,995) (7,840) (7,940) Adjusted Operating Expenses 194,420 176,416 377,847 360,769 Adjusted Operating Income $ 34,158 $ 47,762 $ 64,660 $ 78,084 Adjusted Operating Ratio 85.1 % 78.7 % 85.4 % 82.2 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT and MME acquisitions. Non-GAAP Reconciliation


 
21 Quarter-to-Date June 30, Year-to-Date June 30, Logistics Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 119,943 $ 248,662 $ 258,226 $ 530,701 Total operating expenses (110,377) (204,913) (235,840) (447,351) Operating income $ 9,566 $ 43,749 $ 22,386 $ 83,350 Operating ratio 92.0 % 82.4 % 91.3 % 84.3 % Non-GAAP Presentation Total revenue $ 119,943 $ 248,662 $ 258,226 $ 530,701 Intersegment transactions (2,161) (1,343) (3,667) (3,211) Revenue, excluding intersegment transactions 117,782 247,319 254,559 527,490 Total operating expenses 110,377 204,913 235,840 447,351 Adjusted for: Intersegment transactions (2,161) (1,343) (3,667) (3,211) Amortization of intangibles 2 (334) (334) (668) (668) Adjusted Operating Expenses 107,882 203,236 231,505 443,472 Adjusted Operating Income $ 9,900 $ 44,083 $ 23,054 $ 84,018 Adjusted Operating Ratio 91.6 % 82.2 % 90.9 % 84.1 % Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the UTXL acquisition. Non-GAAP Reconciliation


 
22 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter-to-Date June 30, Year-to-Date June 30, Intermodal Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 104,327 $ 132,871 $ 214,899 $ 242,093 Total operating expenses (110,959) (118,699) (216,429) (212,751) Operating (loss) income $ (6,632) $ 14,172 $ (1,530) $ 29,342 Operating ratio 106.4 % 89.3 % 100.7 % 87.9 % Non-GAAP Presentation Total revenue $ 104,327 $ 132,871 $ 214,899 $ 242,093 Intersegment transactions — (17) — (47) Revenue, excluding intersegment transactions 104,327 132,854 214,899 242,046 Total operating expenses 110,959 118,699 216,429 212,751 Adjusted for: Intersegment transactions — (17) — (47) Adjusted Operating Expenses 110,959 118,682 216,429 212,704 Adjusted Operating (Loss) Income $ (6,632) $ 14,172 $ (1,530) $ 29,342 Adjusted Operating Ratio 106.4 % 89.3 % 100.7 % 87.9 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. Non-GAAP Reconciliation


 
23 Free Cash Flow 1 (Unaudited) Year-to-Date June 30, 2023 Year-to-Date December 31, 2022 Year-to-Date June 30, 2022 TTM June 30, 2023 GAAP: Cash flows from operations $ 722,190 $ 1,435,853 $ 719,984 $ 1,438,059 Adjusted for: Proceeds from sale of property and equipment, including assets held for sale 98,755 183,421 104,239 177,937 Purchases of property and equipment (517,856) (800,563) (295,522) (1,022,897) Non-GAAP: Free cash flow $ 303,089 $ 818,711 $ 528,701 $ 593,099 1 Pursuant to the requirements of Regulation G, this table reconciles cash flows from operations to Free Cash Flow. Non-GAAP Reconciliation