20 unchanged sentences
Grant Thornton LLP's report on the Company's internal control over financial reporting is included herein.
−Removed: In July 2021, we completed the ACT Acquisition.
−Removed: For further discussion of the ACT Acquisition, refer to Note 4 in Part II, Item 8.
−Removed: We are in the process of evaluating the existing controls and procedures of ACT and integrating ACT in our disclosure controls and procedures and internal control over financial reporting.
−Removed: SEC guidance permits companies to exclude acquisitions from their assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred, and our management has elected to exclude ACT from its assessment.
−Removed: ACT constituted 14.0% and 6.0% of our consolidated total assets and consolidated revenues, respectively, as of and for the year ended December 31, 2021.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
7 unchanged sentences
Basis for opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ("Management's Report").
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
5 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
−Removed: Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of AAA Cooper Transportation ("ACT"), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 14 and 6 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
−Removed: As indicated in Management’s Report, ACT was acquired during 2021.
−Removed: Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of ACT.
Definition and limitations of internal control over financial reporting
65 unchanged sentences
Filed herewith
−Removed: Credit Facility by and among, Knight-Swift Transportation Holdings Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, and Bank of America, N.A.
−Removed: and PNC Bank National Association as Co-Syndication Agents, dated September 29, 2017
−Removed: Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2017
Knight Transportation, Inc.
19 unchanged sentences
333-168257 filed on July 22, 2010
+Added: Swift Transportation Company Form of Option Award Notice - 2007 Omnibus Incentive Plan
+Added: Incorporated by reference to Exhibit 10.2 of Form 8-K filed on February 28, 2013
Table of Contents Glossary of Terms
1 unchanged sentence
Exhibit Number Description Page or Method of Filing
−Removed: Swift Transportation Company Form of Option Award Notice - 2007 Omnibus Incentive Plan
−Removed: Incorporated by reference to Exhibit 10.2 of Form 8-K filed on February 28, 2013
Swift Transportation Company Form of Restricted Stock Grant Award Notice - 2014 Omnibus Incentive Plan
81 unchanged sentences
Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2020
−Removed: First Amendment to Credit Facility, dated October 2, 2020
−Removed: Incorporated by reference to Exhibit 10.45 of form 10-K for the year ended December 31, 2020
Form of Target PU Award Notice 2020 (Share Settled)
7 unchanged sentences
Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2021
+Added: Form of Senior Executive RSU Award Notice 2022
+Added: Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2022
+Added: Sixth Amendment to Amended and Restated Receivables Purchase Agreement, by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated October 3, 2022
+Added: Filed herewith
Subsidiaries of Knight-Swift Transportation Holdings Inc.
1 unchanged sentence
Consent of Grant Thornton LLP
−Removed: Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David A.
−Removed: Jackson, the Company's Chief Executive Officer (principal executive officer)
Filed herewith
2 unchanged sentences
Exhibit Number Description Page or Method of Filing
+Added: Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David A.
+Added: Jackson, the Company's Chief Executive Officer (principal executive officer)
+Added: Filed herewith
Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Adam W.
51 unchanged sentences
Director Director
+Added: /s/ Jessica Powell February 23, 2023
+Added: Jessica Powell
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.