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0001492691false00014926912025-07-232025-07-23

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 23, 2025

___________________________________________________________________________________________________________________________________
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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 23, 2025, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended June 30, 2025. 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 23, 2025 /s/ Andrew Hess
Andrew Hess
Chief Financial Officer

EX-99.1 2 exhibit9916302025.htm KNIGHT-SWIFT HOLDINGS INC ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2025 Document
Exhibit 99.1
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July 23, 2025
Phoenix, Arizona
Knight-Swift Transportation Holdings Inc. Reports Second Quarter 2025 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 2025 net income attributable to Knight-Swift of $34.2 million and Adjusted Net Income Attributable to Knight-Swift2 of $57.2 million. GAAP earnings per diluted share for the second quarter of 2025 were $0.21, compared to $0.13 for the second quarter of 2024. Adjusted EPS2 was $0.35 for the second quarter of 2025, compared to $0.24 for the second quarter of 2024.

Key Financial Highlights
During the second quarter of 2025, consolidated total revenue was $1.9 billion, a 0.8% increase from the second quarter of 2024. Consolidated operating income was $72.6 million, an increase of 14.4% compared to the same quarter last year. The consolidated operating ratio for the quarter was 96.1%, and the Adjusted Operating Ratio2 was 93.8%, reflecting improvements of 50 and 80 basis points, respectively, over the 2024 quarter.
•Truckload — 94.6% Adjusted Operating Ratio, an improvement of 260 basis points year-over-year as continued progress reducing cost per mile outpaced pressure on volumes and pricing. Each truckload brand improved operating margins, led by U.S. Xpress which improved 300 basis points. Adjusted Operating Income2 increased 87.5% year-over-year, while revenue, excluding fuel surcharge and intersegment transactions, decreased 2.7%. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat year-over-year.
•LTL — Revenue, excluding fuel surcharge, increased 28.4% year-over-year as shipments per day increased 21.7%, and revenue per hundredweight excluding fuel surcharge increased 9.9%. The Adjusted Operating Ratio was 93.1% as Adjusted Operating Income declined by 36.8% due to start-up costs and early-stage operations at recently opened facilities as well as continued costs related to the integration of DHE. We opened three new locations and replaced one more during the second quarter as we continue to invest in our network.
•Logistics — 94.8% Adjusted Operating Ratio with a gross margin of 18.9%. Adjusted Operating Income improved 13.3% year-over-year, driven by operating efficiency gains and a 100 basis point improvement in gross margin %. Revenue per load increased 10.6% year-over-year, largely offsetting an 11.7% decline in load count.
•Intermodal — 104.1% operating ratio, with revenue down 13.8%. Improvements in network balance and cost reductions partially offset a 12.4% year-over-year decrease in load count.
Quarter Ended June 30, 1
2025 2024 Change
(Dollars in thousands, except per share data)
Total revenue $ 1,861,940  $ 1,846,654  0.8  %
Revenue, excluding truckload and LTL fuel surcharge $ 1,672,201  $ 1,641,701  1.9  %
Operating income $ 72,616  $ 63,460  14.4  %
Adjusted Operating Income 2
$ 103,762  $ 88,519  17.2  %
Net income attributable to Knight-Swift $ 34,243  $ 20,300  68.7  %
Adjusted Net Income Attributable to Knight-Swift 2
$ 57,179  $ 39,375  45.2  %
Earnings per diluted share $ 0.21  $ 0.13  61.5  %
Adjusted EPS 2
$ 0.35  $ 0.24  45.8  %
1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.



2See GAAP to non-GAAP reconciliation in the schedules following this release.
Our GAAP and non-GAAP results for the quarter include certain items that impact the comparability of year-over-year results. These items include an 8.0 percentage point decrease in the effective tax rate on our GAAP results, and a 3.1 percentage point decrease in the effective tax rate on our non-GAAP results, year-over-year. Further, the prior year second quarter included a $12.5 million accrual for a large claim settlement. Additionally, our GAAP results for the current quarter include severance and impairment charges totaling $11.5 million while the prior year second quarter included severance, legal accrual, and impairment charges totaling $6.5 million, which are excluded from our non-GAAP results.
Adam Miller, CEO of Knight-Swift, commented, "In a quarter of unusual crosscurrents, we leveraged our cost initiatives and the agility of our over-the-road model to overcome a truckload market that lacked the normal seasonal build and which brought mix changes that put more pressure on revenue per mile than anticipated. We are pleased that our Truckload segment sequentially improved its operating income and operating margin despite a sequential decline in revenue per mile. We continue to execute on our revenue and cost initiatives at U.S. Xpress and have made meaningful progress in improving margins and operating profitability in this business unit for the second consecutive quarter. In LTL, we continue to grow our network, customer base, and shipment count while making steady improvement in pricing, all of which is made possible by our commitment to strong service. Customers are responding to our service offering and awarding us strong growth in an industry where volumes remain under pressure. At the same time, our integration of DHE and the organic expansion of our network continues to put cost pressure on the business. We are focused on normalizing our operational fundamentals and regaining efficiencies in our cost performance, and we have multiple initiatives underway to drive improvements in cost and yield, all while maintaining our commitment to service.
"Our customers continue to navigate an uncertain policy landscape and macro environment, which makes projecting demand and contemplating investments more challenging than usual. We are approaching the time of year where planning and discussions around peak season and project activities should take place. Discussions are beginning around a few projects, but it is too early to have a good read on what may materialize as our customers are making real-time adjustments to decisions around inventories and supply chains as information develops around government policy. Hopefully there will be sufficient resolution to allow normal planning and decision-making to resume soon. We have invested significant effort into taking our service, technology-enablement, cost efficiency, and cross-brand collaboration to new levels and are well-positioned to execute on peak season and the opportunities that the next cycle will produce."
Other Income — We recorded $13.2 million of income within "Other income, net" in the second quarter of 2025, compared to $4.9 million of income in the second quarter of 2024.
Income Taxes — The effective tax rate on our GAAP results was 29.2% for the second quarter of 2025, compared to 37.2% for the second quarter of 2024. The effective tax rate on our non-GAAP results was 28.0% for the second quarter of 2025, compared to 31.1% for the second quarter of 2024.
Dividend — On April 30, 2025, our board of directors declared a quarterly cash dividend of $0.18 per share of our common stock. The dividend was payable to the Company's stockholders of record as of June 9, 2025, and was paid on June 23, 2025.
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Segment Financial Performance
Truckload Segment
Quarter Ended June 30,
2025 2024 Change
(Dollars in thousands)
Revenue, excluding fuel surcharge and intersegment transactions $ 1,073,300  $ 1,102,790  (2.7  %)
Operating income $ 45,420  $ 23,483  93.4  %
Adjusted Operating Income 1
$ 58,404  $ 31,156  87.5  %
Operating ratio 96.3  % 98.1  % (180   bps)
Adjusted Operating Ratio 1
94.6  % 97.2  % (260   bps)
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border truckload operations across our brands with approximately 15,400 irregular route tractors and nearly 5,900 dedicated tractors.
In a volatile market that was unseasonably soft during the second quarter, our Truckload segment produced revenue that was down modestly year-over-year while growing Adjusted Operating Income 87.5%, largely as a result of reducing our cost per mile. Our Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 2.7% year-over-year, driven by a 2.8% decrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat year-over-year but down 1.4% from the first quarter as a result of mix changes and spot market weakness given the lull in import-driven demand during the quarter. The second quarter Adjusted Operating Ratio improved 260 basis points year-over-year to 94.6%, reflecting improvements of 300 basis points for U.S. Xpress and 250 basis points for our legacy trucking businesses. Miles per tractor improved 4.0% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. Our cost-reduction efforts led to a 2.6% year-over-year reduction in our Adjusted Operating Expenses1 per mile as we continue to make tangible progress improving our cost structure. We are focused on disciplined pricing, cost control, and quality service that we expect will position our business to continue to respond to volatile market conditions.
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LTL Segment 1
Quarter Ended June 30,
2025 2024 Change
(Dollars in thousands)
Revenue, excluding fuel surcharge $ 337,726  $ 263,095  28.4  %
Operating income $ 18,333  $ 33,049  (44.5  %)
Adjusted Operating Income 2
$ 23,353  $ 36,969  (36.8  %)
Operating ratio 95.3  % 89.2  % 610   bps
Adjusted Operating Ratio 2
93.1  % 85.9  % 720   bps
1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2See GAAP to non-GAAP reconciliation in the schedules following this release.
Our LTL segment grew revenue, excluding fuel surcharge, 28.4% as shipments per day increased 21.7% year-over-year, which includes the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 9.9%, while revenue per shipment, excluding fuel surcharge, increased by 7.1%. Weight per shipment decreased 2.6% year-over-year but was flat with the first quarter. Average length of haul continues to climb, rising 13.8% year-over-year and 4.2% sequentially, as we win new business across our expanding network. This segment produced a 93.1% Adjusted Operating Ratio during the second quarter, which was an improvement of 110 basis points from the first quarter. Adjusted Operating Income decreased 36.8% year-over-year due to the decline in operating margin primarily attributable to early-stage operations at our recently opened facilities as well as continued costs related to the integration of DHE. While the LTL segment continues to post strong growth in customers and freight volumes across the expanding network, we are taking actions to accelerate the realization of cost efficiencies and to better align our resources with shifting volumes and freight flows. We anticipate that progress on these initiatives will partially offset the normal seasonal pattern of operating margin degradation in the back half of the year.
During the second quarter, we opened three new service centers and replaced one more with a larger site, bringing our year-to-date growth in door count to 7.8% and our year-over-year growth in door count to 27.5%. As previously noted, we continue to expect our pace of facility expansion will be lower in 2025 than in 2024 and believe ongoing bid activities will provide further opportunities to grow shipment volume and improve efficiencies. Our focus for 2025 is to drive both revenue and margin expansion in the business. 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,
2025 2024 Change
(Dollars in thousands)
Revenue $ 128,298  $ 131,700  (2.6  %)
Operating income $ 5,547  $ 4,759  16.6  %
Adjusted Operating Income 1
$ 6,711  $ 5,923  13.3  %
Operating ratio 95.7  % 96.4  % (70   bps)
Adjusted Operating Ratio 1
94.8  % 95.5  % (70   bps)
1See GAAP to non-GAAP reconciliation in the schedules following this release.
The Logistics segment Adjusted Operating Ratio improved to 94.8% with a gross margin of 18.9% in the second quarter of 2025. Revenue decreased 2.6% year-over-year, driven by a 11.7% decline in load count, largely offset by a 10.6% increase in revenue per load. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
Intermodal Segment
Quarter Ended June 30,
2025 2024 Change
(Dollars in thousands)
Revenue $ 84,065  $ 97,528  (13.8  %)
Operating loss $ (3,429) $ (1,717) (99.7  %)
Operating ratio 104.1  % 101.8  % 230   bps
The Intermodal segment operating ratio increased 230 basis points year-over-year to 104.1%, driven by a 13.8% decline in revenue, partially offset by reductions in cost and improvements in network balance. The revenue decrease was the result of a 12.4% decrease in load count and a 1.6% decline in revenue per load year-over-year. This segment was the most impacted by the decline in import volumes on the West coast, however, we expect load count to grow sequentially as a result of new customer awards and a return of normalized volumes of existing customers. During the quarter we converted to private chassis in five markets, which we expect will improve the cost structure of this business. We remain focused on creating a balanced network, reducing empty moves, and growing our load count with disciplined pricing.
All Other Segments
Quarter Ended June 30,
2025 2024 Change
(Dollars in thousands)
Revenue $ 74,446  $ 68,279  9.0  %
Operating Income $ 6,745  $ 3,886  73.6  %
All Other Segments include support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, warehousing, trailer parts manufacturing, insurance, equipment maintenance, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.7 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions).
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Revenue within our All Other Segments for the second quarter increased 9.0%, and operating income increased 73.6% year-over-year, primarily driven by our warehousing and leasing businesses. The operating result also includes a $2.8 million charge ($0.01 negative impact to Adjusted EPS) related to the residual risk from the third-party insurance business that the Company wound down in the first quarter of 2024.
Consolidated Liquidity, Capital Resources, and Earnings Guidance
Cash Flow Sources (Uses) 1
  Year-to-Date June 30,
  2025 2024 Change
(In thousands)
Net cash provided by operating activities $ 325,929  $ 310,700  $ 15,229 
Net cash used in investing activities (189,617) (258,841) 69,224 
Net cash used in financing activities (161,586) (182,288) 20,702 
Net decrease in cash, restricted cash, and equivalents 2
$ (25,274) $ (130,429) $ 105,155 
Net capital expenditures $ (172,248) $ (258,628) $ 86,380 
1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2"Net decrease 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, 2025, we had a balance of $1.0 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 $2.6 billion as of June 30, 2025. Free Cash Flow3 for the year-to-date period ended June 30, 2025, was $153.7 million, reflecting $325.9 million in operating cash flows and $172.2 million of cash capital expenditures, net of disposal proceeds. From a financing perspective, we paid down $81.5 million in finance lease liabilities, paid down $75.4 million on operating lease liabilities, and had $45.0 million of net borrowings on our 2021 Revolver and accounts receivable securitization for the year-to-date period ended June 30, 2025.
Equipment and Capital Expenditures — Gain on sale of operating assets was $11.7 million in the second quarter of 2025, compared to $6.0 million in the same quarter of 2024. The average age of the tractor fleet within our Truckload segment was 2.7 years in the second quarter of 2025, compared to 2.7 years in the same quarter of 2024. The average age of the tractor fleet within our LTL segment was 4.5 years in the second quarter of 2025 and 4.2 years in the same quarter of 2024. We expect net cash capital expenditures will be in the range of $525 million - $575 million for full-year 2025, which is a reduction from our original range of $575 million - $625 million. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and excludes acquisitions.
________
3See GAAP to non-GAAP reconciliations in the schedules following this release.
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Guidance — We expect that Adjusted EPS1 will range from $0.36 to $0.42 for the third quarter of 2025. Because of the significant uncertainty created by the current fluid trade policy situation and its implications for inflation, consumer demand, and demand from our customers, we are providing one quarter of forward guidance. In general, the above guidance for the third quarter assumes current conditions remain fairly stable and we experience limited seasonality. 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:
Truckload
•Truckload Segment revenue up low single-digit percent sequentially with operating margins slightly improved sequentially,
•Revenue per loaded mile recovers slightly sequentially as freight mix normalizes,
•Tractor count and utilization largely stable sequentially.

LTL
•LTL Segment revenue, excluding fuel surcharge, growth between 20% - 25% year-over-year in third quarter as we lap the DHE acquisition in July,
•Adjusted Operating Ratio improves 100 - 200 basis points sequentially as cost initiatives and operating leverage overcome normal seasonal degradation.

Logistics
•Logistics Segment revenue and Adjusted Operating Ratio fairly stable sequentially.

Intermodal
•Intermodal Segment load count improves high single-digit percent sequentially,
•Operating loss improves sequentially driven by cost initiatives and volume leverage.

All Other
•All Other Segment operating income, before including the $11.7 million quarterly intangible asset amortization, approximately $15 million to $20 million in third quarter, with a fourth quarter sequential step-down similar to prior year trends.

Additional
•Gain on sale to be in the range of $18 million to $23 million in third quarter,
•Net interest expense fairly stable sequentially in third quarter,
•Net cash capital expenditures for the full year 2025 expected range of $525 million - $575 million,
•Expected effective tax rate on adjusted income before taxes of approximately 27% to 28% for third quarter.
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.
________
1Our 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 $0.36 for full-year 2025), as well as non-cash impairments and certain other unusual items, if any.
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Conference Call
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, July 23, 2025, at 5:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. 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 also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q2 2025 Earnings."

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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 fleets, 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
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (602) 606-6349
Forward-Looking Statements
This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," "design", ''focus," "outlook," "foresee," "will," "could," "should," "may," "feel", "goal," "continue," or similar expressions. Such statements are 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, and 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, Adjusted EPS, revenues, cash flows, dividends, share repurchases, leverage ratio, capital expenditures (including the nature and funding thereof), gain on sale, tax rates, capital structure, capital allocation, liquidity, 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 growth strategies or opportunities; any statements regarding future economic, industry, or Company conditions, environment, or performance, including, without limitation, expectations regarding future trade policy or tariffs, supply or demand, volume, capacity, rates, costs, inflation, or seasonality; future performance or growth of any of our reportable segments, including expected revenues, costs, utilization, or rates within our Truckload segment, expected network, door count, volumes, capacity, revenue, costs, or margin within our LTL segment, expected freight portfolio, pricing, profitability, or return on capital assets within our Logistics segment, and expected pricing, costs, freight portfolio, or volumes within our Intermodal segment; any statements under “Guidance”; and any statements of belief and any statement of assumptions underlying any of the foregoing. 
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, 2024, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K. If the risks or uncertainties ever materialize, or the beliefs, assumptions, or expectations prove incorrect, our business and results of operations may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
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Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Unaudited) 1
Quarter Ended June 30, Year-to-Date June 30,
  2025 2024 2025 2024
(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge $ 1,672,201  $ 1,641,701  $ 3,305,164  $ 3,254,515 
Truckload and LTL fuel surcharge
189,739  204,953  381,138  414,606 
Total revenue 1,861,940  1,846,654  3,686,302  3,669,121 
Operating expenses:
Salaries, wages, and benefits 754,582  691,878  1,476,241  1,384,785 
Fuel 203,566  222,573  410,812  457,162 
Operations and maintenance 139,970  138,251  272,342  272,884 
Insurance and claims 85,281  105,438  177,506  227,884 
Operating taxes and licenses 34,525  30,374  68,891  61,703 
Communications 7,381  8,264  14,764  15,797 
Depreciation and amortization of property and equipment 176,538  178,850  354,017  360,715 
Amortization of intangibles 19,246  18,544  38,492  37,087 
Rental expense 43,196  43,930  86,062  86,926 
Purchased transportation 265,722  286,768  543,016  564,025 
Impairments 10,584  5,877  10,612  9,859 
Miscellaneous operating expenses 48,733  52,447  94,268  106,279 
Total operating expenses 1,789,324  1,783,194  3,547,023  3,585,106 
Operating income 72,616  63,460  139,279  84,015 
Other income (expenses):
Interest income 3,036  3,817  6,070  8,839 
Interest expense (40,878) (40,482) (81,081) (81,718)
Other income, net 13,150  4,888  24,188  13,880 
Total other income (expenses), net (24,692) (31,777) (50,823) (58,999)
Income before income taxes 47,924  31,683  88,456  25,016 
Income tax expense 13,993  11,790  24,296  8,116 
Net income 33,931  19,893  64,160  16,900 
Net loss attributable to noncontrolling interest 312  407  722  765 
Net income attributable to Knight-Swift $ 34,243  $ 20,300  $ 64,882  $ 17,665 
Other comprehensive (loss) income (109) 41  354 
Comprehensive income $ 34,134  $ 20,341  $ 65,236  $ 17,668 
Earnings per share:
Basic $ 0.21  $ 0.13  $ 0.40  $ 0.11 
Diluted $ 0.21  $ 0.13  $ 0.40  $ 0.11 
Dividends declared per share: $ 0.18  $ 0.16  $ 0.36  $ 0.32 
Weighted average shares outstanding:
Basic 162,131  161,689  162,052  161,598 
Diluted 162,541  162,111  162,497  162,089 
_________
1The reported results do not include the results of operations of DHE prior to its acquisition by Knight-Swift on July 30, 2024 in accordance with the accounting treatment applicable to the transaction.
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Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2025 December 31, 2024
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 216,320  $ 218,261 
Cash and cash equivalents – restricted 123,052  147,684 
Trade receivables, net of allowance for doubtful accounts of $38,357 and $37,797, respectively
848,282  803,696 
Contract balance – revenue in transit 11,110  7,238 
Prepaid expenses 112,699  123,089 
Assets held for sale 70,857  82,993 
Income tax receivable 28,016  37,260 
Other current assets 33,682  28,520 
Total current assets 1,444,018  1,448,741 
Property and equipment, net 4,616,069  4,703,385 
Operating lease right-of-use assets 322,710  372,841 
Goodwill 3,962,142  3,962,142 
Intangible assets, net 2,018,606  2,057,044 
Other long-term assets 159,890  154,379 
Total assets $ 12,523,435  $ 12,698,532 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 301,867  $ 329,697 
Accrued payroll and purchased transportation 202,969  194,875 
Accrued liabilities 72,865  64,100 
Claims accruals – current portion 247,566  249,953 
Finance lease liabilities and long-term debt – current portion
249,526  288,428 
Operating lease liabilities – current portion 111,091  120,715 
Accounts receivable securitization – current portion 439,128  458,983 
Total current liabilities 1,625,012  1,706,751 
Revolving line of credit 297,000  232,000 
Long-term debt – less current portion
1,392,325  1,445,313 
Finance lease liabilities – less current portion 415,895  457,303 
Operating lease liabilities – less current portion 230,369  274,549 
Claims accruals – less current portion 337,359  335,880 
Deferred tax liabilities 885,917  919,814 
Other long-term liabilities 206,640  210,117 
Total liabilities 5,390,517  5,581,727 
Stockholders’ equity:
Common stock 1,623  1,619 
Additional paid-in capital 4,464,204  4,446,726 
Accumulated other comprehensive loss (88) (442)
Retained earnings 2,658,937  2,661,064 
Total Knight-Swift stockholders' equity 7,124,676  7,108,967 
Noncontrolling interest 8,242  7,838 
Total stockholders’ equity 7,132,918  7,116,805 
Total liabilities and stockholders’ equity $ 12,523,435  $ 12,698,532 

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Segment Operating Statistics (Unaudited)
Quarter Ended June 30, Year-to-Date June 30,
2025 2024 Change 2025 2024 Change
Truckload
Average revenue per tractor
$ 50,364  $ 48,309  4.3  % $ 98,167  $ 95,221  3.1  %
Non-paid empty miles percentage 13.9  % 14.0  % (10   bps) 14.0  % 14.1  % (10)  bps
Average length of haul (miles) 369  385  (4.2  %) 371  390  (4.9  %)
Miles per tractor 21,335  20,518  4.0  % 41,366  40,405  2.4  %
Average tractors 21,311  22,828  (6.6  %) 21,610  23,071  (6.3  %)
Average trailers 1
90,085  92,581  (2.7  %) 89,826  93,495  (3.9  %)
LTL 2 3
Shipments per day 24,918  20,482  21.7  % 24,140  19,641  22.9  %
Weight per shipment (pounds) 982  1,008  (2.6  %) 982  1,008  (2.6  %)
Average length of haul (miles) 666  585  13.8  % 653  579  12.8  %
Revenue per shipment $ 213.26  $ 202.46  5.3  % $ 211.68  $ 201.20  5.2  %
Revenue xFSC per shipment $ 185.87  $ 173.50  7.1  % $ 183.79  $ 172.02  6.8  %
Revenue per hundredweight $ 21.72  $ 20.09  8.1  % $ 21.55  $ 19.97  7.9  %
Revenue xFSC per hundredweight $ 18.93  $ 17.22  9.9  % $ 18.71  $ 17.07  9.6  %
Average tractors 4
4,193  3,429  22.3  % 4,108  3,393  21.1  %
Average trailers 5
10,962  8,893  23.3  % 10,969  8,796  24.7  %
Logistics
Revenue per load - Brokerage only 6
$ 2,025  $ 1,831  10.6  % $ 1,988  $ 1,791  11.0  %
Gross margin - Brokerage only 18.9  % 17.9  % 100   bps 18.5  % 17.3  % 120   bps
Intermodal
Average revenue per load
$ 2,572  $ 2,615  (1.6  %) $ 2,580  $ 2,615  (1.3  %)
Load count 32,682  37,290  (12.4  %) 67,893  70,937  (4.3  %)
Average tractors 602  613  (1.8  %) 612  611  0.2  %
Average containers 12,543  12,580  (0.3  %) 12,544  12,581  (0.3  %)
1Second quarter 2025 and 2024 includes 9,965 and 8,876 trailers, respectively, related to leasing activities recorded within our All Other Segments. The year-to-date period ending June 30, 2025 and 2024 includes 9,811 and 8,822 trailers, respectively, related to leasing activities recorded within our All Other Segments.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3Operating statistics within the LTL segment exclude dedicated and other businesses.
4Our LTL tractor fleet includes 660 and 612 tractors from ACT's and MME's dedicated and other businesses for the second quarter of 2025 and 2024, respectively. Our LTL tractor fleet includes 664 and 612 tractors from ACT's and MME's dedicated and other businesses for the year-to-date period ending June 30, 2025 and 2024, respectively.
5Our LTL trailer fleet includes 1,039 and 829 trailers from ACT's and MME's dedicated and other businesses for the second quarter of 2025 and 2024, respectively. Our LTL trailer fleet includes 1,027 and 825 trailers from ACT's and MME's dedicated and other businesses for the year-to-date period ending June 30, 2025 and 2024, respectively.
6Computed with revenue, excluding intersegment transactions.
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Non-GAAP Financial Measures and Reconciliations
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted Operating Expenses," "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, Adjusted Operating Expenses, 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 Operating Expenses, 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.

Non-GAAP Reconciliation (Unaudited):
Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 2
Quarter Ended June 30, Year-to-Date June 30,
2025 2024 2025 2024
GAAP Presentation (Dollars in thousands)
Total revenue $ 1,861,940  $ 1,846,654  $ 3,686,302  $ 3,669,121 
Total operating expenses (1,789,324) (1,783,194) (3,547,023) (3,585,106)
Operating income $ 72,616  $ 63,460  $ 139,279  $ 84,015 
Operating ratio 96.1  % 96.6  % 96.2  % 97.7  %
Non-GAAP Presentation
Total revenue $ 1,861,940  $ 1,846,654  $ 3,686,302  $ 3,669,121 
Truckload and LTL fuel surcharge (189,739) (204,953) (381,138) (414,606)
Revenue, excluding truckload and LTL fuel surcharge 1,672,201  1,641,701  3,305,164  3,254,515 
Total operating expenses 1,789,324  1,783,194  3,547,023  3,585,106 
Adjusted for:
Truckload and LTL fuel surcharge (189,739) (204,953) (381,138) (414,606)
Amortization of intangibles 3
(19,621) (18,544) (39,249) (37,087)
Impairments 4
(10,584) (5,877) (10,612) (9,859)
Legal accruals 5
—  (265) (261) (1,828)
Severance expense 6
(941) (373) (941) (7,219)
Adjusted Operating Expenses 1,568,439  1,553,182  3,114,822  3,114,507 
Adjusted Operating Income $ 103,762  $ 88,519  $ 190,342  $ 140,008 
Adjusted Operating Ratio 93.8  % 94.6  % 94.2  % 95.7  %
1     Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2    Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017
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13


Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
4    "Impairments" reflects the non-cash impairment:
•Second quarter 2025 impairments reflects non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
•Second quarter 2024 reflects the non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).
5    "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•First quarter 2025 legal expense reflects the increased estimated exposures for an accrued legal matter based on a recent settlement agreement.
•First and second quarters 2024 legal expense reflect the increased estimated exposures for an accrued legal matter based on a recent settlement agreement.
6    "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income.
Non-GAAP Reconciliation (Unaudited):
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2
Quarter Ended June 30, Year-to-Date June 30,
2025 2024 2025 2024
(Dollars in thousands, except per share data)
GAAP: Net income attributable to Knight-Swift $ 34,243  $ 20,300  $ 64,882  $ 17,665 
Adjusted for:
Income tax expense attributable to Knight-Swift 13,993  11,790  24,296  8,116 
Income before income taxes attributable to Knight-Swift 48,236  32,090  89,178  25,781 
Amortization of intangibles 3
19,621  18,544  39,249  37,087 
Impairments 4
10,584  5,877  10,612  9,859 
Legal accruals 5
—  —  265  261  1,828 
Severance expense 6
941  373  941  7,219 
Adjusted income before income taxes 79,382  57,149  140,241  81,774 
Provision for income tax expense at effective rate 7
(22,203) (17,774) (37,690) (22,625)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 57,179  $ 39,375  $ 102,551  $ 59,149 
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,
2025 2024 2025 2024
GAAP: Earnings per diluted share $ 0.21  $ 0.13  $ 0.40  $ 0.11 
Adjusted for:
Income tax expense attributable to Knight-Swift 0.09  0.07  0.15  0.05 
Income before income taxes attributable to Knight-Swift 0.30  0.20  0.55  0.16 
Amortization of intangibles 3
0.12  0.11  0.24  0.23 
Impairments 4
0.07  0.04  0.07  0.06 
Legal accruals 5
—  —  —  0.01 
Severance expense 6
0.01  —  0.01  0.04 
Adjusted income before income taxes 0.49  0.35  0.86  0.50 
Provision for income tax expense at effective rate 7
(0.14) (0.11) (0.23) (0.14)
Non-GAAP: Adjusted EPS $ 0.35  $ 0.24  $ 0.63  $ 0.36 
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 Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
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4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7For the second quarter of 2025, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation. For the year-to-date period ending June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation. For the second quarter of 2024, an adjusted effective tax rate of 31.1% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending June 30, 2024, an adjusted effective tax rate of 27.7% was applied in our adjusted EPS calculation to exclude certain discrete items.
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15


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

Quarter Ended June 30, Year-to-Date June 30,
Truckload Segment 2025 2024 2025 2024
GAAP Presentation (Dollars in thousands)
Total revenue $ 1,214,036  $ 1,264,237  $ 2,406,586  $ 2,527,252 
Total operating expenses (1,168,616) (1,240,754) (2,316,566) (2,480,622)
Operating income $ 45,420  $ 23,483  $ 90,020  $ 46,630 
Operating ratio 96.3  % 98.1  % 96.3  % 98.2  %
Non-GAAP Presentation
Total revenue $ 1,214,036  $ 1,264,237  $ 2,406,586  $ 2,527,252 
Fuel surcharge (140,611) (161,570) (284,867) (330,091)
Intersegment transactions (125) 123  (336) (320)
Revenue, excluding fuel surcharge and intersegment transactions 1,073,300  1,102,790  2,121,383  2,196,841 
Total operating expenses 1,168,616  1,240,754  2,316,566  2,480,622 
Adjusted for:
Fuel surcharge (140,611) (161,570) (284,867) (330,091)
Intersegment transactions (125) 123  (336) (320)
Amortization of intangibles 2
(1,775) (1,775) (3,550) (3,550)
Impairments 3
(10,584) (5,555) (10,612) (8,654)
Legal accruals 4
—  30  (82) 30 
Severance 5
(625) (373) (625) (1,466)
Adjusted Operating Expenses 1,014,896  1,071,634  2,016,494  2,136,571 
Adjusted Operating Income $ 58,404  $ 31,156  $ 104,889  $ 60,270 
Adjusted Operating Ratio 94.6  % 97.2  % 95.1  % 97.3  %
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 and the U.S. Xpress acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.

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

Quarter Ended June 30, Year-to-Date June 30,
LTL Segment 2
2025 2024 2025 2024
GAAP Presentation (Dollars in thousands)
Total revenue $ 386,854  $ 306,478  $ 739,255  $ 588,600 
Total operating expenses (368,521) (273,429) (708,228) (535,264)
Operating income $ 18,333  $ 33,049  $ 31,027  $ 53,336 
Operating ratio 95.3  % 89.2  % 95.8  % 90.9  %
Non-GAAP Presentation
Total revenue $ 386,854  $ 306,478  $ 739,255  $ 588,600 
Fuel surcharge (49,128) (43,383) (96,271) (84,515)
Revenue, excluding fuel surcharge 337,726  263,095  642,984  504,085 
Total operating expenses 368,521  273,429  708,228  535,264 
Adjusted for:
Fuel surcharge (49,128) (43,383) (96,271) (84,515)
Amortization of intangibles 3
(5,020) (3,920) (10,047) (7,840)
Adjusted Operating Expenses 314,373  226,126  601,910  442,909 
Adjusted Operating Income $ 23,353  $ 36,969  $ 41,074  $ 61,176 
Adjusted Operating Ratio 93.1  % 85.9  % 93.6  % 87.9  %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.
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Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)
Quarter Ended June 30, Year-to-Date June 30,
Logistics Segment 2025 2024 2025 2024
GAAP Presentation (Dollars in thousands)
Revenue $ 128,298  $ 131,700  $ 269,919  $ 258,429 
Total operating expenses (122,751) (126,941) (259,229) (251,197)
Operating income $ 5,547  $ 4,759  $ 10,690  $ 7,232 
Operating ratio 95.7  % 96.4  % 96.0  % 97.2  %
Non-GAAP Presentation
Revenue $ 128,298  $ 131,700  $ 269,919  $ 258,429 
Total operating expenses 122,751  126,941  259,229  251,197 
Adjusted for:
Amortization of intangibles 2
(1,164) (1,164) (2,328) (2,328)
Adjusted Operating Expenses 121,587  125,777  256,901  248,869 
Adjusted Operating Income $ 6,711  $ 5,923  $ 13,018  $ 9,560 
Adjusted Operating Ratio 94.8  % 95.5  % 95.2  % 96.3  %

Quarter Ended June 30, Year-to-Date June 30,
Intermodal Segment 2025 2024 2025 2024
GAAP Presentation (Dollars in thousands)
Revenue $ 84,065  $ 97,528  $ 175,168  $ 185,513 
Total operating expenses (87,494) (99,245) (180,409) (192,138)
Operating loss $ (3,429) $ (1,717) $ (5,241) $ (6,625)
Operating ratio 104.1  % 101.8  % 103.0  % 103.6  %
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 U.S. Xpress and UTXL acquisitions.

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18



Non-GAAP Reconciliation (Unaudited):
Free Cash Flow 1
Year-to-Date June 30, 2025
GAAP: Cash flows from operations $ 325,929 
Adjusted for:
Proceeds from sale of property and equipment, including assets held for sale 158,366 
Purchases of property and equipment (330,614)
Non-GAAP: Free cash flow $ 153,681 
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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19
EX-99.2 3 exhibit9926302025.htm KNIGHT-SWIFT SECOND QUARTER 2025 EARNINGS PRESENTATION exhibit9926302025
Second Quarter 2025 Earnings Knight - Swift Transportation Exhibit 99.2


 
2 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. Disclosure


 
3 Q2 2025 Comparative Results 1,847 1,862 2Q24 2Q25 Total Revenue 0.8% 1,642 1,672 2Q24 2Q25 Revenue xFSC 1.9% 63 73 2Q24 2Q25 Operating Income 14.4% 89 104 2Q24 2Q25 Adj. Operating Inc. 1 17.2% Net Income 39 57 2Q24 2Q25 Adj. Net Income 1 45.2% Earnings Per Share $0.24 $0.35 2Q24 2Q25 Adj. EPS 1 In m ill io ns In m ill io ns In m ill io ns Adjustments • $19.6M in Q2 2025 and $18.5M in Q2 2024 of amortization expense from mergers and acquisitions • $10.6M of impairments in Q2 2025 and $5.9M in Q2 2024 • $0.3M estimate exposure for certain legal matters in Q2 2024 • $0.9M severance expense in Q2 2025 and $0.4M in Q2 2024 45.8% Continuing to grow income in a challenging environment 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation (Adj. NI / EPS uses normalized tax rate) 31 ($0.02) 20 34 2Q24 2Q25 68.7% 0.13 0.21 2Q24 2Q25 61.5%


 
4 $1,073.3M $58.4M 94.6% ~15,400 irregular route and ~5,900 dedicated tractors $337.7M $23.4M 93.1% 176 service centers ~6,600 door count $128.3M $6.7M 94.8% Gross margin 18.9% $84.1M ($3.4M) 104.1% 602 tractors 12,543 containers 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes Trucking and LTL fuel Surcharge and intersegment transactions Q2 2025 Revenue Diversification Q2 2025 Segment Overview Improving Truckload performance while LTL grows into network OTR 45% / Dedicated 18% LTL 20% Truckload 63% Lo gis tic s 8 % Inte rmo dal 5 % Other 4% Revenue xFSC2 Adjusted Op Income1 Adjusted OR1 Truckload Less-than- Truckload Logistics Intermodal KNX 1.7B2


 
5 (Dollars in millions) Revenue xFSC $1,073.3 $1,102.8 (2.7 %) Operating income $45.4 $23.5 93.4 % Adjusted Operating Income 1 $58.4 $31.2 87.5 % Operating ratio 96.3% 98.1% (180 bps) Adjusted Operating Ratio 1 94.6% 97.2% (260 bps) Truckload Financial Metrics • Adjusted Operating Ratio improved 260 bps year-over-year, reflecting 300 bps improvement for U.S. Xpress and 250 bps improvement in legacy trucking • Cost per mile improved year-over-year for the fourth quarter in a row • Miles per tractor improved 4.0% year-over-year as we continue to improve asset utilization and adjust our underutilized assets • U.S. Xpress delivered sequential operating income growth in Q2, following its first quarterly post-acquisition profit achieved in Q1 Average revenue per tractor $50,364 $48,309 4.3 % Average tractors 21,311 22,828 (6.6 %) Average trailers 90,085 92,581 (2.7 %) Miles per tractor 21,335 20,518 4.0 % Operating Performance - Truckload Improved margins through cost discipline and productivity gains Q2 2025 Q2 2024 Change Truckload Operating Statistics Q2 2025 Q2 2024 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation.


 
6 Positioning Truckload Cost Structure To Outperform Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 -4.0% -2.0% —% 2.0% 4.0% Go-forward Cost Areas of Focus • Technology-enabled productivity initiatives to reduce overhead cost-to-serve • Additional equipment rationalization and utilization initiatives • Footprint and facility consolidations • Facility maintenance cost take out Managing short-term market conditions while preserving scale for future freight demand June 2025 TTM vs June 2024 TTM CPM reduced 1.5% (3 cents/mile) Fixed Cost reductions primarily in: • Equipment • G&A • Facility cost • Cost reduced in-line with miles, holding fixed cost per mile flat YoY • Will be leverage for margin expansion with volume growth Variable CPM down 3 cents driven by cost reduction initiatives in: • Insurance • Maintenance • Fuel • Other variable operating expenses Consolidated Truckload Cost Per Mile - YoY Reduction • Vendor renegotiation and re-bids • Fuel and maintenance cost initiatives • Driver hiring and IT cost • Discretionary cost reductions 2023 2024 2025


 
7 Three Brands One Network One Operating System LTL shipments per day 24,918 20,482 21.7 % LTL weight per shipment 982 1,008 (2.6 %) LTL revenue xFSC per hundredweight $18.93 $17.22 9.9 % LTL revenue xFSC per shipment $185.87 $173.50 7.1 % Operating Performance - Less-Than-Truckload Balancing strategic network growth with focus on cost control and margin enhancement (Dollars in millions) Revenue xFSC $337.7 $263.1 28.4 % Operating income $18.3 $33.0 (44.5 %) Adjusted Operating Income 1 $23.4 $37.0 (36.8 %) Operating ratio 95.3% 89.2% 610 bps Adjusted Operating Ratio 1 93.1% 85.9% 720 bps LTL Financial Metrics LTL Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. ACT, MME, and DHE Locations Locations Added in Q2 2025 • Revenue xFSC increased 28.4% year-over-year driven by 21.7% shipment growth and 9.9% year-over-year increase in LTL Revenue xFSC per hundredweight • Improving OR highlights early traction in margin recovery efforts as we drive labor efficiencies and density across the expanded network • Added 3 locations and more than 250 doors in Q2, continued expansion expected in 2025 at a slower pace than 2024 Q2 2025 Q2 2024 Change Q2 2025 Q2 2024 Change


 
8 • 94.8% Adjusted Operating Ratio1 during the quarter, 70 bps improvement year-over-year • Revenue per load up 10.6% year-over-year with load count down 11.7% • Disciplined pricing strategy drove 100 bps improvement year- over-year in gross margin • Focused on profitable growth through selective carrier partnerships • Power-only capabilities continue to enhance asset utilization and diversify the freight mix Operating Performance - Logistics Growing income in soft market through price discipline and resilient model (Dollars in millions) Revenue ex intersegment $128.3 $131.7 (2.6 %) Operating income $5.5 $4.8 16.6 % Adjusted Operating Income 1 $6.7 $5.9 13.3 % Operating ratio 95.7% 96.4% (70 bps) Adjusted Operating Ratio 1 94.8% 95.5% (70 bps) Logistics Financial Metrics Revenue per load $2,025 $1,831 10.6 % Gross margin 18.9% 17.9% 100 bps Logistics Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Q2 2025 Q2 2024 Change Q2 2025 Q2 2024 Change


 
9 • Operating ratio increased 230 bps year-over-year • Load count down 12.4% year-over-year as West coast import volumes declined • Improving cost structure by converting to private chassis in five key markets • Focused on creating a balanced network, reducing empty moves, and growing our load count with disciplined pricing Operating Performance - Intermodal Q2 volumes pressured results; structural actions underway to support margin recovery (Dollars in millions) Revenue ex intersegment $84.1 $97.5 (13.8 %) Operating (loss) ($3.4) ($1.7) (99.7 %) Operating ratio 104.1% 101.8% 230 bps Intermodal Financial Metrics Average revenue per load $2,572 $2,615 (1.6 %) Load count 32,682 37,290 (12.4 %) Average tractors 602 613 (1.8 %) Average containers 12,543 12,580 (0.3 %) Intermodal Operating Statistics Q2 2025 Q2 2024 Change Q2 2025 Q2 2024 Change


 
10 • Revenue increased 9.0% year-over-year • Operating income rose 73.6% YoY, driven primarily by strong performance in warehousing and equipment leasing • Results include a $2.8M charge related to residual risk from the exited third-party insurance business (impacting Adjusted EPS by $0.01) • All Other Segments includes $11.7M in quarterly amortization of intangibles related to the 2017 merger with Knight and Swift and certain acquisitions Operating Performance - All Other Segments Income growth led by equipment leasing and warehousing operations (Dollars in millions) Revenue $74.4 $68.3 9.0 % Operating income $6.7 $3.9 73.6 % All Other Financial Metrics Q2 2025 Q2 2024 Change


 
11 EPS Guidance Expect Adjusted EPS to be in the range of $0.36 - $0.42 in Q3 Truckload •Revenue xFSC up low single-digit % sequentially in Q3 with operating margins slightly improved sequentially •Revenue per loaded mile recovers slightly sequentially as freight mix normalizes •Tractor count and utilization largely stable sequentially in Q3 Guidance Assumptions Less-than- Truckload •Revenue, excluding fuel surcharge, growth between 20-25% year-over-year in Q3, as we lap the DHE acquisition in July •Adjusted OR improves 100-200 basis points sequentially in Q3 as cost initiatives and operating leverage overcomes normal seasonal degradation Logistics •Load count improves high single-digit % sequentially •Operating loss improves sequentially in Q3 driven by cost initiatives and volume leverage •Revenue and Adjusted Operating Ratio fairly stable sequentially in Q3 Intermodal •All Other segments operating income, before including the $11.7M quarterly intangible amortization, approximately $15M to $20M in Q3; and a Q4 sequential step down similar to Q4 in prior year •Gain on sale to be in the range of $18M to $23M in Q3 •Net interest expense fairly stable sequentially in Q3 •Net cash capital expenditures for the full year 2025 expected range of $525M - $575M •Effective tax rate on our adjusted results of approximately 27.0% to 28.0% for Q3 Other Areas


 
Appendix


 
13 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 2 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 1,861,940 $ 1,846,654 $ 3,686,302 $ 3,669,121 Total operating expenses (1,789,324) (1,783,194) (3,547,023) (3,585,106) Operating income $ 72,616 $ 63,460 $ 139,279 $ 84,015 Operating ratio 96.1 % 96.6 % 96.2 % 97.7 % Non-GAAP Presentation Total revenue $ 1,861,940 $ 1,846,654 $ 3,686,302 $ 3,669,121 Truckload and LTL fuel surcharge (189,739) (204,953) (381,138) (414,606) Revenue, excluding truckload and LTL fuel surcharge 1,672,201 1,641,701 3,305,164 3,254,515 Total operating expenses 1,789,324 1,783,194 3,547,023 3,585,106 Adjusted for: Truckload and LTL fuel surcharge (189,739) (204,953) (381,138) (414,606) Amortization of intangibles 3 (19,621) (18,544) (39,249) (37,087) Impairments 4 (10,584) (5,877) (10,612) (9,859) Legal accruals 5 — (265) (261) (1,828) Severance expense 6 (941) (373) (941) (7,219) Adjusted Operating Expenses 1,568,439 1,553,182 3,114,822 3,114,507 Adjusted Operating Income $ 103,762 $ 88,519 $ 190,342 $ 140,008 Adjusted Operating Ratio 93.8 % 94.6 % 94.2 % 95.7 % Non-GAAP Reconciliation


 
14 Adjusted Operating Income, Adjusted Operating Expenses, 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 The reported results do not include the results of operations of the LTL division of DHE prior to its acquisition by Knight-Swift on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. 3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income. 4 "Impairments" reflects the non-cash impairment: • Second quarter 2025 impairments reflects non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment). • Second quarter 2024 reflects the non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments). 5 "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • First quarter 2025 legal expense reflects the increased estimated exposures for an accrued legal matter based on a recent settlement agreement. • First and second quarters 2024 legal expense reflect the increased estimated exposures for an accrued legal matter based on a recent settlement agreement. 6 "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income. Non-GAAP Reconciliation


 
15 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, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 For the second quarter of 2025, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation. For the year-to-date period ending June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation. For the second quarter of 2024, an adjusted effective tax rate of 31.1% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending June 30, 2024, an adjusted effective tax rate of 27.7% was applied in our adjusted EPS calculation to exclude certain discrete items. Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, 2025 2024 2025 2024 (Dollars in thousands, except per share data) GAAP: Net income attributable to Knight-Swift $ 34,243 $ 20,300 $ 64,882 $ 17,665 Adjusted for: Income tax expense attributable to Knight-Swift 13,993 11,790 24,296 8,116 Income before income taxes attributable to Knight-Swift 48,236 32,090 89,178 25,781 Amortization of intangibles 3 19,621 18,544 39,249 37,087 Impairments 4 10,584 5,877 10,612 9,859 Legal accruals 5 — 265 261 1,828 Severance expense 6 941 373 941 7,219 Adjusted income before income taxes 79,382 57,149 140,241 81,774 Provision for income tax expense at effective rate 7 (22,203) (17,774) (37,690) (22,625) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 57,179 $ 39,375 $ 102,551 $ 59,149 Non-GAAP Reconciliation


 
16 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, 2025 2024 2025 2024 GAAP: Earnings per diluted share $ 0.21 $ 0.13 $ 0.40 $ 0.11 Adjusted for: Income tax expense attributable to Knight-Swift 0.09 0.07 0.15 0.05 Income before income taxes attributable to Knight-Swift 0.30 0.20 0.55 0.16 Amortization of intangibles 3 0.12 0.11 0.24 0.23 Impairments 4 0.07 0.04 0.07 0.06 Legal accruals 5 — — — 0.01 Severance expense 6 0.01 — 0.01 0.04 Adjusted income before income taxes 0.49 0.35 0.86 0.50 Provision for income tax expense at effective rate 7 (0.14) (0.11) (0.23) (0.14) Non-GAAP: Adjusted EPS $ 0.35 $ 0.24 $ 0.63 $ 0.36 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 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 For the second quarter of 2025, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation. For the year-to-date period ending June 30, 2025, an adjusted effective tax rate of 26.9% was applied in our Adjusted EPS calculation. For the second quarter of 2024, an adjusted effective tax rate of 31.1% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending June 30, 2024, an adjusted effective tax rate of 27.7% was applied in our adjusted EPS calculation to exclude certain discrete items. djusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Non-GAAP Reconciliation


 
17 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, Truckload Segment 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 1,214,036 $ 1,264,237 $ 2,406,586 $ 2,527,252 Total operating expenses (1,168,616) (1,240,754) (2,316,566) (2,480,622) Operating income $ 45,420 $ 23,483 $ 90,020 $ 46,630 Operating ratio 96.3 % 98.1 % 96.3 % 98.2 % Non-GAAP Presentation Total revenue $ 1,214,036 $ 1,264,237 $ 2,406,586 $ 2,527,252 Fuel surcharge (140,611) (161,570) (284,867) (330,091) Intersegment transactions (125) 123 (336) (320) Revenue, excluding fuel surcharge and intersegment transactions 1,073,300 1,102,790 2,121,383 2,196,841 Total operating expenses 1,168,616 1,240,754 2,316,566 2,480,622 Adjusted for: Fuel surcharge (140,611) (161,570) (284,867) (330,091) Intersegment transactions (125) 123 (336) (320) Amortization of intangibles 2 (1,775) (1,775) (3,550) (3,550) Impairments 3 (10,584) (5,555) (10,612) (8,654) Legal accruals 4 — 30 (82) 30 Severance 5 (625) (373) (625) (1,466) Adjusted Operating Expenses 1,014,896 1,071,634 2,016,494 2,136,571 Adjusted Operating Income $ 58,404 $ 31,156 $ 104,889 $ 60,270 Adjusted Operating Ratio 94.6 % 97.2 % 95.1 % 97.3 % 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 and the U.S. Xpress acquisition. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. Non-GAAP Reconciliation


 
18 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, LTL Segment 2 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Total revenue $ 386,854 $ 306,478 $ 739,255 $ 588,600 Total operating expenses (368,521) (273,429) (708,228) (535,264) Operating income $ 18,333 $ 33,049 $ 31,027 $ 53,336 Operating ratio 95.3 % 89.2 % 95.8 % 90.9 % Non-GAAP Presentation Total revenue $ 386,854 $ 306,478 $ 739,255 $ 588,600 Fuel surcharge (49,128) (43,383) (96,271) (84,515) Revenue, excluding fuel surcharge 337,726 263,095 642,984 504,085 Total operating expenses 368,521 273,429 708,228 535,264 Adjusted for: Fuel surcharge (49,128) (43,383) (96,271) (84,515) Amortization of intangibles 3 (5,020) (3,920) (10,047) (7,840) Adjusted Operating Expenses 314,373 226,126 601,910 442,909 Adjusted Operating Income $ 23,353 $ 36,969 $ 41,074 $ 61,176 Adjusted Operating Ratio 93.1 % 85.9 % 93.6 % 87.9 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 2. 3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition. Non-GAAP Reconciliation


 
19 Quarter Ended June 30, Year-to-Date June 30, Logistics Segment 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Revenue $ 128,298 $ 131,700 $ 269,919 $ 258,429 Total operating expenses (122,751) (126,941) (259,229) (251,197) Operating income $ 5,547 $ 4,759 $ 10,690 $ 7,232 Operating ratio 95.7 % 96.4 % 96.0 % 97.2 % Non-GAAP Presentation Revenue $ 128,298 $ 131,700 $ 269,919 $ 258,429 Total operating expenses 122,751 126,941 259,229 251,197 Adjusted for: Amortization of intangibles 2 (1,164) (1,164) (2,328) (2,328) Adjusted Operating Expenses 121,587 125,777 256,901 248,869 Adjusted Operating Income $ 6,711 $ 5,923 $ 13,018 $ 9,560 Adjusted Operating Ratio 94.8 % 95.5 % 95.2 % 96.3 % Segment Adjusted Operating Income, Adjusted Operating Expenses, 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 U.S. Xpress and UTXL acquisitions. Non-GAAP Reconciliation


 
20 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended June 30, Year-to-Date June 30, Intermodal Segment 2025 2024 2025 2024 GAAP Presentation (Dollars in thousands) Revenue $ 84,065 $ 97,528 $ 175,168 $ 185,513 Total operating expenses (87,494) (99,245) (180,409) (192,138) Operating loss $ (3,429) $ (1,717) $ (5,241) $ (6,625) Operating ratio 104.1 % 101.8 % 103.0 % 103.6 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. Non-GAAP Reconciliation