Knight-Swift Transportation Holdings Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements of the Company as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021, and 2020, together with related notes and the report of Grant Thornton LLP, independent registered public accountants, are set forth on the following pages. Other required financial information set forth herein is more fully described in Item 15 of this Annual Report. Audited Financial Statements of Knight-Swift Transportation Holdings Inc. Index to Consolidated Financial Statements Consolidated Financial Statements Page Report of independent registered public accounting firm [PCAOB ID Number 248 ] 69 Consolidated balance sheets as of December 31, 2022 and 2021 71 Consolidated statements of comprehensive income for the years ended December 31, 2022, 2021, and 2020 72 Consolidated statements of stockholders’ equity for the years ended December 31, 2022, 2021, and, 2020 73 Consolidated statements of cash flows for the years ended December 31, 2022, 2021, and, 2020 74 Notes to Consolidated Financial Statements Note 1 Introduction and Basis of Presentation 76 Note 2 Summary of Significant Accounting Policies 77 Note 3 Recently Issued Accounting Pronouncements 85 Note 4 Acquisitions 85 Note 5 Investments 90 Note 6 Equity Investments 90 Note 7 Trade Receivables, net 93 Note 8 Notes Receivable, net 93 Note 9 Assets Held for Sale 94 Note 10 Goodwill and Other Intangible Assets 94 Note 11 Accrued Payroll and Purchased Transportation 95 Note 12 Claims Accruals 96 Note 13 Income Taxes 97 Note 14 Accounts Receivable Securitization 99 Note 15 Debt and Financing 100 Note 16 Leases 102 Note 17 Defined Benefit Pension Plan 104 Note 18 Purchase Commitments 106 Note 19 Contingencies and Legal Proceedings 106 Note 20 Share Repurchase Plans 108 Note 21 Stock-based Compensation 108 Note 22 Weighted Average Shares Outstanding 112 Note 23 Fair Value Measurement 112 Note 24 Related Party Transactions 117 Note 25 Information by Segment, Geography, and Customer Concentration 118 68 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Knight-Swift Transportation Holdings Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Knight-Swift Transportation Holdings Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 23, 2023 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Swift auto liability claims accrual As described in footnote 12 to the financial statements, the Company is self-insured for a portion of its risk related to auto liability claims. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical development trends. The actual cost to settle self-insured claim liabilities may differ from the Company’s reserve estimates due to legal costs, claims that have been incurred but not reported, and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. We identified the estimation of Swift’s auto liability claims accrual, which is subject to certain self-insured retention limits, as a critical audit matter. Auto liability unpaid claim liabilities are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date. These estimates rely on the assumption that historical claim patterns are an accurate representation for future claims that have been incurred but not completely paid. The 69 principal considerations for assessing the auto liability claims accrual as a critical audit matter is the high level of estimation uncertainty related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating the total costs to settle or dispose of these claims. Our audit procedures related to this critical audit matter included the following, among others: • We tested the operating effectiveness of controls over auto liability claims, including the completeness and accuracy of claim expenses and payments and management’s review over actuarial calculations. • We tested management’s process for determining the auto liability claims accrual, including evaluating the reasonableness of the methods and assumptions used in estimating the ultimate claim losses with the assistance of an actuarial specialist. • We tested the claims data used in the actuarial calculation by selecting samples of historical claims data and inspecting source documents to test key attributes of the claims data. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2011. Phoenix, Arizona February 23, 2023 70 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Balance Sheets December 31, 2022 2021 ASSETS (In thousands, except per share data) Current assets: Cash and cash equivalents $ 196,770 $ 261,001 Cash and cash equivalents – restricted 185,792 87,241 Restricted investments, held-to-maturity, amortized cost 7,175 5,866 Trade receivables, net of allowance for doubtful accounts of $ 22,980 and $ 21,663 , respectively 842,294 911,336 Contract balance – revenue in transit 15,859 22,936 Prepaid expenses 108,081 90,507 Assets held for sale 40,602 8,166 Income tax receivable 58,974 909 Other current assets 38,025 26,318 Total current assets 1,493,572 1,414,280 Property and equipment: Revenue equipment 4,429,117 3,994,519 Land and land improvements 376,552 326,731 Buildings and building improvements 726,424 639,990 Furniture and fixtures 131,886 97,102 Shop and service equipment 59,817 46,640 Leasehold improvements 16,587 13,915 Gross property and equipment 5,740,383 5,118,897 Less: accumulated depreciation and amortization ( 1,905,340 ) ( 1,563,533 ) Property and equipment, net 3,835,043 3,555,364 Operating lease right-of-use-assets 192,358 147,540 Goodwill 3,519,339 3,515,135 Intangible assets, net 1,776,569 1,831,049 Other long-term assets 134,785 192,132 Total assets $ 10,951,666 $ 10,655,500 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 220,849 $ 224,844 Accrued payroll and purchased transportation 171,381 217,084 Accrued liabilities 81,528 128,536 Claims accruals – current portion 311,822 206,607 Finance lease liabilities and long-term debt – current portion 71,466 262,423 Operating lease liabilities – current portion 36,961 35,322 Total current liabilities 894,007 1,074,816 Revolving line of credit 43,000 260,000 Long-term debt – less current portion 1,024,668 1,037,552 Finance lease liabilities – less current portion 344,377 256,166 Operating lease liabilities – less current portion 149,992 107,614 Accounts receivable securitization 418,561 278,483 Claims accruals – less current portion 201,838 210,714 Deferred tax liabilities 907,893 874,877 Other long-term liabilities 12,049 11,828 Total liabilities 3,996,385 4,112,050 Commitments and contingencies (Notes 4, 6, 17, 18, and 19) Stockholders’ equity: Preferred stock, par value $ 0.01 per share; 10,000 shares authorized; none issued — — Common stock, par value $ 0.01 per share; 500,000 shares authorized; 160,706 and 165,980 shares issued and outstanding as of December 31, 2022 and 2021, respectively. 1,607 1,660 Additional paid-in capital 4,392,266 4,350,913 Accumulated other comprehensive loss ( 2,436 ) ( 563 ) Retained earnings 2,553,567 2,181,142 Total Knight-Swift stockholders' equity 6,945,004 6,533,152 Noncontrolling interest 10,277 10,298 Total stockholders’ equity 6,955,281 6,543,450 Total liabilities and stockholders’ equity $ 10,951,666 $ 10,655,500 See accompanying notes to consolidated financial statements. 71 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Comprehensive Income 2022 2021 2020 (In thousands, except per share data) Revenue: Revenue, excluding truckload and LTL fuel surcharge $ 6,508,165 $ 5,531,890 $ 4,369,207 Truckload and LTL fuel surcharge 920,417 466,129 304,656 Total revenue 7,428,582 5,998,019 4,673,863 Operating expenses: Salaries, wages, and benefits 2,173,933 1,771,772 1,483,188 Fuel 895,603 546,256 416,307 Operations and maintenance 422,872 313,505 275,290 Insurance and claims 455,918 275,378 192,840 Operating taxes and licenses 111,197 98,784 87,422 Communications 23,656 22,486 19,596 Depreciation and amortization of property and equipment 594,981 522,596 460,775 Amortization of intangibles 64,843 55,299 45,895 Rental expense 56,856 55,161 86,640 Purchased transportation 1,444,937 1,320,888 936,649 Impairments 810 299 5,335 Miscellaneous operating expenses 91,148 49,898 99,488 Total operating expenses 6,336,754 5,032,322 4,109,425 Operating income 1,091,828 965,697 564,438 Other (expenses) income: Interest income 5,439 1,173 1,928 Interest expense ( 50,803 ) ( 21,140 ) ( 17,309 ) Other (expenses) income, net ( 25,958 ) 28,905 11,254 Total other (expenses) income, net ( 71,322 ) 8,938 ( 4,127 ) Income before income taxes 1,020,506 974,635 560,311 Income tax expense 249,388 230,887 149,676 Net income 771,118 743,748 410,635 Net loss (income) attributable to noncontrolling interest 207 ( 360 ) ( 633 ) Net income attributable to Knight-Swift $ 771,325 $ 743,388 $ 410,002 Other comprehensive income (loss) ( 1,873 ) ( 563 ) — Comprehensive income $ 769,452 $ 742,825 $ 410,002 Earnings per share: Basic $ 4.75 $ 4.48 $ 2.42 Diluted $ 4.73 $ 4.45 $ 2.40 Dividends declared per share: $ 0.48 $ 0.38 $ 0.32 Weighted average shares outstanding: Basic 162,260 165,860 169,711 Diluted 163,211 167,060 170,549 See accompanying notes to consolidated financial statements. 72 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Stockholders' Equity Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Knight-Swift Stockholders' Equity Noncontrolling Interest Total Stockholders’ Equity Shares Par Value (In thousands, except per share data) Balances – December 31, 2019 170,688 $ 1,707 $ 4,269,043 $ 1,395,465 $ — $ 5,666,215 $ 2,088 $ 5,668,303 Common stock issued to employees 631 6 10,007 10,013 10,013 Common stock issued to the Board 13 — 515 515 515 Common stock issued under ESPP 62 — 2,220 2,220 2,220 Company shares repurchased ( 4,841 ) ( 48 ) ( 179,537 ) ( 179,585 ) ( 179,585 ) Shares withheld – RSU settlement ( 4,510 ) ( 4,510 ) ( 4,510 ) Employee stock-based compensation expense 19,639 19,639 19,639 Cash dividends paid and dividends accrued ($ 0.32 per share) ( 54,661 ) ( 54,661 ) ( 54,661 ) Net income 410,002 410,002 633 410,635 Investment in noncontrolling interest ( 529 ) ( 529 ) Balances – December 31, 2020 166,553 $ 1,665 $ 4,301,424 $ 1,566,759 $ — $ 5,869,848 $ 2,192 $ 5,872,040 Common stock issued to employees 510 6 5,918 5,924 5,924 Common stock issued to the Board 12 — 575 575 575 Common stock issued with ACT Acquisition 219 2 9,998 10,000 10,000 Common stock issued under ESPP 63 1 2,782 2,783 2,783 Company shares repurchased ( 1,377 ) ( 14 ) ( 57,161 ) ( 57,175 ) ( 57,175 ) Shares withheld – RSU settlement ( 8,257 ) ( 8,257 ) ( 8,257 ) Employee stock-based compensation expense 33,495 33,495 33,495 Cash dividends paid and dividends accrued ($ 0.38 per share) ( 63,587 ) ( 63,587 ) ( 63,587 ) Net income 743,388 743,388 360 743,748 Other comprehensive income ( 563 ) ( 563 ) ( 563 ) Noncontrolling interest associated with acquisition 10,281 10,281 Investment in noncontrolling interest ( 64 ) ( 64 ) Net acquisition of remaining ownership interest, previously noncontrolling ( 3,279 ) ( 3,279 ) ( 2,471 ) ( 5,750 ) Balances – December 31, 2021 165,980 $ 1,660 $ 4,350,913 $ 2,181,142 $ ( 563 ) $ 6,533,152 $ 10,298 $ 6,543,450 Common stock issued to employees 625 6 2,505 2,511 2,511 Common stock issued to the Board 18 — 873 873 873 Common stock issued under ESPP 84 1 4,047 4,048 4,048 Company shares repurchased ( 6,001 ) ( 60 ) ( 299,881 ) ( 299,941 ) ( 299,941 ) Shares withheld – RSU settlement ( 20,623 ) ( 20,623 ) ( 20,623 ) Employee stock-based compensation expense 33,928 33,928 33,928 Cash dividends paid and dividends accrued ($ 0.48 per share) ( 78,396 ) ( 78,396 ) ( 78,396 ) Net income 771,325 771,325 ( 207 ) 771,118 Other comprehensive income ( 1,873 ) ( 1,873 ) ( 1,873 ) Investment in noncontrolling interest 186 186 Balances – December 31, 2022 160,706 $ 1,607 $ 4,392,266 $ 2,553,567 $ ( 2,436 ) $ 6,945,004 $ 10,277 $ 6,955,281 See accompanying notes to consolidated financial statements. 73 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Cash Flows 2022 2021 2020 (In thousands) Cash flows from operating activities: Net income $ 771,118 $ 743,748 $ 410,635 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, equipment, and intangibles 659,824 577,895 506,670 Gain on sale of property and equipment ( 92,891 ) ( 74,799 ) ( 9,706 ) Impairments 810 299 5,335 Deferred income taxes 30,852 39,929 46,214 Non-cash lease expense 41,943 45,192 80,891 Loss (gain) on equity securities 52,274 ( 3,931 ) ( 3,737 ) Non-cash adjustment to fair value of convertible note — ( 12,631 ) — Other adjustments to reconcile net income to net cash provided by operating activities 46,632 44,841 47,419 Increase (decrease) in cash resulting from changes in: Trade receivables 58,708 ( 214,573 ) ( 75,521 ) Income tax receivable ( 58,065 ) 2,528 14,123 Accounts payable ( 24,769 ) 73,371 7,500 Accrued liabilities and claims accrual 11,151 40,872 ( 31,210 ) Operating lease liabilities ( 42,893 ) ( 48,171 ) ( 83,675 ) Other assets and liabilities ( 18,841 ) ( 24,417 ) 4,707 Net cash provided by operating activities 1,435,853 1,190,153 919,645 Cash flows from investing activities: Proceeds from maturities of held-to-maturity investments 9,706 10,624 13,675 Purchases of held-to-maturity investments ( 11,145 ) ( 7,706 ) ( 16,936 ) Proceeds from sale of property and equipment, including assets held for sale 183,421 252,080 133,230 Purchases of property and equipment ( 800,563 ) ( 534,096 ) ( 521,067 ) Expenditures on assets held for sale ( 545 ) ( 1,367 ) ( 483 ) Net cash, restricted cash, and equivalents invested in acquisitions ( 31,291 ) ( 1,496,208 ) ( 46,811 ) Investment in convertible note — ( 35,000 ) — Other cash flows from investing activities 4,233 ( 5,060 ) ( 42,320 ) Net cash used in investing activities ( 646,184 ) ( 1,816,733 ) ( 480,712 ) Cash flows from financing activities: Repayment of finance leases and long-term debt ( 274,833 ) ( 409,889 ) ( 148,910 ) Proceeds from long-term debt — 1,200,000 — (Repayments) borrowings on revolving lines of credit, net ( 217,000 ) 50,000 ( 69,000 ) Borrowings under accounts receivable securitization 140,000 80,000 61,000 Repayment of accounts receivable securitization — ( 15,000 ) ( 52,000 ) Proceeds from common stock issued 7,432 9,282 12,748 Repurchases of the Company's common stock ( 299,941 ) ( 57,175 ) ( 179,585 ) Dividends paid ( 78,304 ) ( 63,535 ) ( 54,620 ) Other cash flows from financing activities ( 31,701 ) ( 14,357 ) ( 13,517 ) Net cash (used in) provided by financing activities ( 754,347 ) 779,326 ( 443,884 ) Net increase (decrease) in cash, restricted cash, and equivalents 35,322 152,746 ( 4,951 ) Cash, restricted cash, and equivalents at beginning of period 350,023 197,277 202,228 Cash, restricted cash, and equivalents at end of period $ 385,345 $ 350,023 $ 197,277 74 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Cash Flows — Continued 2022 2021 2020 (In thousands) Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 48,905 $ 18,949 $ 17,396 Income taxes 289,159 167,092 80,006 Non-cash investing and financing activities: Equipment acquired included in accounts payable $ 34,909 $ 10,489 $ 651 Transfers from property and equipment to assets held for sale 90,951 92,445 75,292 Noncontrolling interest associated with acquisition — 10,281 — Purchase price adjustment on acquisition 2,164 — — Contingent consideration associated with acquisitions and investments 1,717 6,250 16,200 Value of common stock issued for acquisition — 10,000 — Conversion of note receivable to equity investment — 37,631 — Right-of-use assets obtained in exchange for operating lease liabilities 86,910 22,771 12,406 Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions — 50,988 12,356 Property and equipment obtained in exchange for finance lease liabilities 152,509 181,234 137,097 Property and equipment obtained in exchange for finance lease liabilities reclassified from operating lease liabilities 6,462 42,298 67,430 Reconciliation of Cash, Restricted Cash, and Equivalents: 2022 2021 2020 (In thousands) Consolidated Balance Sheets Cash and cash equivalents $ 196,770 $ 261,001 $ 156,699 Cash and cash equivalents – restricted 1 185,792 87,241 39,328 Other long-term assets 1 2,783 1,781 1,250 Consolidated Statements of Cash Flows Cash, restricted cash, and equivalents $ 385,345 $ 350,023 $ 197,277 ________ 1 Reflects cash and cash equivalents that are primarily restricted for claims payments See accompanying notes to consolidated financial statements. 75 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Notes to Consolidated Financial Statements Note 1 — Introduction and Basis of Presentation Certain acronyms and terms used throughout this Annual Report are specific to Knight-Swift, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Description of Business Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During 2022, the Truckload segment operated an average of 18,110 tractors (comprised of 16,228 company tractors and 1,882 independent contractor tractors). The Company operated 74,779 trailers during the year, including trailers within the Truckload segment and leasing activities within the non-reportable segments. The LTL segment operated an average 3,176 tractors and 8,431 trailers. Additionally, the Intermodal segment operated an average of 613 tractors and 11,786 intermodal containers. The Company's four reportable segments are Truckload, LTL, Logistics, and Intermodal. 2017 Merger On September 8, 2017, the Company became Knight-Swift Transportation Holdings Inc. upon the effectiveness of the 2017 Merger. Immediately upon the consummation of the 2017 Merger, former Knight stockholders and former Swift stockholders owned approximately 46.0 % and 54.0 %, respectively, of the Company. Upon closing of the 2017 Merger, the shares of Knight common stock that previously traded under the ticker symbol "KNX" ceased trading and were delisted from the NYSE. The shares of Class A common stock commenced trading on the NYSE on a post-reverse split basis under the ticker symbol "KNX" on September 11, 2017. Recent Acquisitions The Company recently acquired the following entities: • 100.0 % of MME on December 6, 2021 . The results are included within the LTL segment. • 100.0 % of ACT on July 5, 2021 . The results are included within the LTL segment. • 100.0 % of UTXL on June 1, 2021 . The results are included within the Logistics segment. • 79.44 % of Eleos on February 1, 2021 . The results are included within the non-reportable segments. The noncontrolling interest is presented as a separate component of the consolidated financial statements. • 100.0 % of Warehousing Co. on January 1, 2020 . The results are included within the non-reportable segments. Note regarding comparability: In accordance with the accounting treatment applicable to the transactions, the Company's consolidated results, as reported, do not include the operating results of its ownership interest in the acquired entities prior to the respective acquisition dates. Accordingly, comparisons between the Company's current and prior period results may not be meaningful. Additional information regarding the Company's recent acquisitions is included in Note 4 . Basis of Presentation The consolidated financial statements include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries. In management's opinion, these consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair presentation of the periods presented. With respect to transactional/durational data, references to "years", including "2022", "2021", and "2020" pertain to calendar years. Similarly, references to "quarters", including "first", "second", "third", and "fourth" pertain to calendar quarters. Changes in Presentation Beginning in the second quarter of 2022, the Company separately disclosed "Loss (gain) on equity securities" in the condensed consolidated statement of cash flows. Accordingly, the amounts presented in the Company's 2021 and 2020 consolidated statement of cash flows were reclassified from "Other adjustments to reconcile net income to net cash provided by operating activities" to "Loss (gain) on equity securities" to align with the current year presentation. 76 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Seasonality In the full truckload transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's Truckload fleet, independent contractors, and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold-weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered. Additionally, macroeconomic trends and cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry. Impact of COVID-19 The Company continues to operate its business through the COVID-19 pandemic, including its variants, and has taken additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates. Various uncertainties have arisen from the COVID-19 pandemic. While management is continuing to monitor the impact of the pandemic on Knight-Swift, including its employees, customers, vendors, independent contractors, stockholders, and other business partners and stakeholders, it is difficult to predict the impact that the pandemic will have on future results of its operations, financial position, and liquidity. This has caused some uncertainties around various accounting estimates. Due to these uncertainties, the Company's accounting estimates may change, as management's assessment of the impacts of the COVID-19 pandemic continues to evolve. ASUs There were various ASUs that became effective during 2022, which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures. Note 2 — Summary of Significant Accounting Policies Use of Estimates — The preparation of the consolidated financial statements, in accordance with GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company's consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include: • carrying amount of property and equipment; • carrying amount of goodwill and intangible assets; • leases; • estimates of claims accruals; • contingent obligations; • calculation of projected pension benefit obligation; • calculation of stock-based compensation; • valuation allowance for deferred income tax assets; • valuation allowances for receivables; and • valuation of financial instruments. 77 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Segments — The Company uses the "management approach" to determine its reportable segments, as well as to determine the basis of reporting the operating segment information. Certain of the Company's operating segments have been aggregated into reportable segments. The management approach focuses on financial information that management uses to make operating decisions. The Company's chief operating decision makers use total revenue, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company's operations and is based around the transportation service offerings provided to the Company's customers, as well as the equipment utilized. Operating income is the measure that management uses to evaluate segment performance and allocate resources. Operating income should not be viewed as a substitute for GAAP net income. Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the results of operations and the underlying profitability drivers of the business segments. Operating income is defined as "Total revenue" less "Total operating expenses." Based on the unique nature of the Company's operating structure, certain revenue-generating assets are interchangeable between segments. Additionally, the Company's chief operating decision makers do not review assets or liabilities by segment to make operating decisions. The Company allocates depreciation and amortization expense of its property and equipment to the segments based on the actual utilization of the asset by the segment during the period. See Note 25 for additional disclosures regarding the Company's segments. Cash and Cash Equivalents — Cash and cash equivalents are comprised of cash, money market funds, and highly liquid instruments with insignificant interest rate risk and original maturities of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. Restricted Cash and Equivalents — The Company's wholly-owned captive insurance companies, Red Rock and Mohave, maintain certain operating bank accounts, working trust accounts, and investment accounts. The cash and cash equivalents within these accounts are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies, and therefore, are classified as "Cash and cash equivalents – restricted" and included within "Other long-term assets" in the consolidated balance sheets. Restricted Investments — The Company's investments are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. The Company accounts for its investments in accordance with ASC 320, Investments – Debt Securities . Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates the determination on a quarterly basis. As of December 31, 2022, all of the Company's investments in fixed-maturity securities were classified as held-to-maturity, as the Company has the positive intent and ability to hold these securities to maturity. Held-to-maturity securities are carried at amortized cost. The amortized cost of debt securities is adjusted using the effective interest rate method for amortization of premiums and accretion of discounts. Amortization and accretion are reported in "Other income, net" in the consolidated statements of comprehensive income. Management periodically evaluates restricted investments for impairment. The assessment of whether impairments have occurred is based on management's case-by-case evaluation of the underlying reasons for the decline in estimated fair value. Management accounts for other-than-temporary impairments of debt securities in accordance with ASC 320. This guidance requires the Company to evaluate whether it intends to sell an impaired debt security or whether it is more likely than not that it will be required to sell an impaired debt security before recovery of the amortized cost basis. If either of these criteria are met, an impairment loss equal to the difference between the debt security's amortized cost and its estimated fair value is recognized in earnings. For impaired debt securities that do not meet these criteria, the Company determines if a credit loss exists with respect to the impaired security. If a credit loss exists, the credit loss component of the impairment (i.e., the difference between the security's amortized cost and the present value of projected future cash flows expected to be collected) is recognized in earnings and the remaining portion of the impairment is recognized as a component of accumulated other comprehensive income. See Note 5 for additional disclosures regarding the Company's restricted investments. 78 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Inventories and Supplies — Inventories and supplies, which are included in "Other current assets" in the consolidated balance sheets, primarily consist of spare parts, tires, fuel, and supplies and are stated at lower of cost or net realizable value. Depending on the class of inventory, cost is determined using the first-in, first-out method or average cost. Replacement tires held in the shops are classified as inventory and expensed when placed in service. Replacement tire costs incurred over the road are immediately expensed. Property and Equipment — Property and equipment is stated at cost less accumulated depreciation. Costs to construct significant assets include capitalized interest incurred during the construction and development period. Expenditures for replacements and improvements are capitalized. Maintenance and repairs are expensed as incurred. Net gains on the disposal of property and equipment are presented in the consolidated statements of comprehensive income within "Miscellaneous operating expenses." Tires on purchased revenue equipment are capitalized along with the related equipment cost when the vehicle is placed in service, and are depreciated over the life of the vehicle. Depreciation of property and equipment is calculated on a straight-line basis down to the salvage value, as applicable, over the following estimated useful lives: Category: Range (in years) Revenue equipment* 3 — 20 Shop and service equipment 2 — 10 Land improvements 5 — 15 Buildings and building improvements 10 — 40 Furniture and fixtures 3 — 10 Leasehold improvements Lesser of lease term or leasehold improvement life *For finance leases involving revenue equipment, the depreciation period is equal to the term of the lease agreement. Management believes that these methods properly spread the costs over the useful lives of the assets. Management judgment is involved when determining estimated useful lives of the Company's long-lived assets. Useful lives of the Company's long-lived assets are determined based on historical experience, as well as future expectations regarding the period the Company expects to benefit from the asset. Factors affecting estimated useful lives of property and equipment may include estimating loss, damage, obsolescence, and Company policies around maintenance and asset replacement. Management evaluates its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment . When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, when necessary. Estimating fair value includes several significant assumptions, including future cash flow estimates, determination of appropriate discount rates, and other assumptions that management believes reasonable under the circumstances. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. Goodwill — Management evaluates goodwill on an annual basis as of June 30 th , or more frequently if indicators of impairment exist. The Company performs a quantitative analysis on an annual basis, in accordance with ASC 350, Goodwill and Other Intangible Assets . Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the fair value, then management recognizes an impairment loss of the same amount. This loss is only limited to the total amount of goodwill allocated to that reporting unit. Refer to Note 10 for the results of the Company's annual evaluation as of June 30, 2022. On a periodic basis, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than 79 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED not that the fair value of a reporting unit is less than its carrying amount, then the Company conducts a quantitative goodwill impairment test. See Notes 4 and 10 for additional disclosures regarding the Company's goodwill. Intangible Assets other than Goodwill — The Company's intangible assets other than goodwill primarily consist of acquired customer relationships, trade names, and other intangibles from acquisitions. Amortization of acquired customer relationships, and other intangibles is calculated on a straight-line basis over the estimated useful life, which ranges from 3 years to 20 years. Certain trade names have indefinite useful lives and are not amortized, but are tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with ASC 350, Intangibles – Goodwill and Other. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected discounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals. Estimating fair value includes several significant assumptions, including future cash flow estimates, determination of appropriate discount rates, royalty rates, and other assumptions that management believes reasonable under the circumstances. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. See Notes 4 and 10 for additional disclosures regarding the Company's intangible assets. Claims Accruals — The Company is self-insured for a portion of its risk related to auto liability, workers' compensation, property damage, cargo damage, and group health. Self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical claims development trends. The actual cost to settle self-insured claim liabilities may differ from the Company's reserve estimates due to legal costs, claims that have been incurred but not reported, and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. See Notes 12 and 19 for additional disclosures regarding the Company's claims accruals. Leases — Management evaluates the Company’s leases based on the underlying asset groups. The assets currently underlying the Company’s leases include revenue equipment (primarily tractors and trailers), real estate (primarily buildings, office space, land, and drop yards), as well as technology and other equipment that supports business operations. Management’s significant assumptions and judgments include the determination of the discount rate (discussed below), as well as the determination of whether a contract contains a lease. In accordance with ASC 842, Leases , property and equipment held under operating leases are recorded as right-of-use assets, with a corresponding operating lease liability. Additionally, property and equipment held under finance leases are recorded as property and equipment with corresponding finance lease liabilities. All expenses related to operating leases are reflected in our consolidated statements of comprehensive income in "Rental expense." Expenses related to finance leases are reflected in our consolidated statements of comprehensive income in "Depreciation and amortization of property and equipment" and "Interest expense." • Lease Term — The Company’s leases generally have lease terms corresponding to the useful lives of the underlying assets. Revenue equipment leases have fixed payment terms based on the passage of time, which is typically three to five years for tractors and five to seven years for trailers. Certain finance leases for revenue equipment contain renewal or fixed price purchase options. Real estate leases, excluding drop yards, generally have varying lease terms between five and fifteen years and may include renewal options. Drop yards include month-to-month leases, as well as leases with varying lease terms generally ranging from two to five years. Options to renew or purchase the underlying assets are considered in the determination of the right-of-use asset and corresponding lease liability once reasonably certain of exercise. 80 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED • Portfolio Approach — The Company typically leases its revenue equipment under master lease agreements, which contain general terms, conditions, definitions, representations, warranties, and other general language, while the specific contract provisions are contained within the various individual lease schedules that fall under a master lease agreement. Each individual leased asset within a lease schedule is similar in nature (i.e. all tractors or all trailers) and has identical contract provisions to all of the other individual leased assets within the same lease schedule (such as the contract provisions discussed above). Management has elected to apply the portfolio approach to its revenue equipment leases, as accounting for its revenue equipment under the portfolio approach would not be materially different from separately accounting for each individual underlying asset as a lease. Each individual real estate and other lease is accounted for at the individual asset level. • Nonlease Components — Management has elected to combine its nonlease components (such as fixed charges for common area maintenance, real estate taxes, utilities, and insurance) with lease components for each class of underlying asset, as applicable, as the nonlease components in the Company’s lease contracts typically are not material. These nonlease components are usually present within the Company’s real estate leases. The Company’s assets are generally insured by umbrella policies, in which the premiums change from one policy period to the next, making them variable in nature. Accordingly, these insurance costs are excluded from the Company’s calculation of right-of-use assets and corresponding lease liabilities. • Short-Term Lease Exemption — Management has elected to apply the short-term lease exemption to all asset groups. Accordingly, leases with terms of twelve months or less are not capitalized and continue to be expensed on a straight-line basis over the term of the lease. This primarily affects the Company’s drop yards and corresponding temporary structures on those drop yards. To a lesser extent, certain short-term leases for revenue equipment, technology, and other assets are affected. • Discount Rate — The Company uses the rate implicit in the lease, when readily determinable, which is generally related to the Company's finance leases. Otherwise the Company’s incremental borrowing rate is applied. The implicit interest rate is not readily determinable for the Company’s operating leases. As such, management applies the Company’s incremental borrowing rate, which is defined by GAAP as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company's incremental borrowing rate is based on the results of an independent third-party valuation. • Residual Values — The Company's finance leases for revenue equipment are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to make the balloon payment at the end of the lease term. In connection with certain revenue equipment operating leases, the Company issues residual value guarantees, which provide that if the Company does not purchase the leased equipment from the lessor at the end of the lease term, then the Company is liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. To the extent management believes any manufacturer will refuse or be unable to meet its obligation, the Company recognizes additional rental expense to the extent the fair market value at the lease termination is expected to be less than the obligation to the lessor. Proceeds from the sale of equipment under the Company’s operating leases generally exceed the payment obligation on substantially all operating leases. Although the Company typically owes certain amounts to its lessors at the end of its revenue equipment leases, the Company’s equipment manufacturers have corresponding guarantees back to the Company as to the buyback value of the units. See Note 16 for additional disclosures regarding the Company's leases. Fair Value Measurements — See Note 23 for accounting policies and financial information relating to fair value measurements. Contingencies — See Note 19 for accounting policies and financial information related to contingencies. 81 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Revenue Recognition — Management applies the five-step analysis to the Company's four reportable segments (Truckload, LTL, Logistics, and Intermodal). • Step 1: Contract Identification — Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup at the shipper's location, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish general terms. There is no financial obligation to the shipper until the load is tendered/accepted and the Company takes possession of the load. • Step 2: Performance Obligations — The Company's only performance obligation is transportation services. The Company's delivery, accessorial, and dedicated operations truck capacity in its dedicated operations represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer. These services are not capable of being distinct from one another. For example, the Company generally would not provide accessorial services or truck capacity without providing delivery services. • Step 3: Transaction Price — Depending on the contract, the total transaction price may consist of mileage revenue, fuel surcharge revenue, accessorial fees, truck capacity, and/or non-cash consideration. Non-cash consideration is measured by the estimated fair value of the non-cash consideration at contract inception. There is no significant financing component in the transaction price, as the Company's customers generally pay within the contractual payment terms of 30 to 60 days. • Step 4: Allocating Transaction Price to Performance Obligations — The transaction price is entirely allocated to the only performance obligation: transportation services. • Step 5: Revenue Recognition — The performance obligation of providing transportation services is satisfied over time. Accordingly, revenue is recognized over time. Management estimates the amount of revenue in transit at period end based on the number of days completed of the dispatch (which is generally one to three days for the Truckload, LTL, and Logistics segments, but can be longer for intermodal operations). Management believes this to be a faithful depiction of the transfer of services because if a load is dispatched, but terminates mid-route and the load is picked up by another carrier, then that carrier would not need to re-perform the services for the days already traveled. The Company outsources the transportation of loads to third-party carriers through its logistics operations. Management has determined that the Company is a principal in these arrangements, and therefore records revenue associated with these contracts on a gross basis. The Company has the primary responsibility to meet the customers' requirements. The Company invoices and collects from its customers and maintains discretion over pricing. Additionally, the Company is responsible for the selection of third-party transportation providers to the extent used to satisfy customer freight requirements. Significant judgments involved in the Company's revenue recognition and corresponding accounts receivable balances include: • Measuring in-transit revenue at period end (discussed above). • Estimating the allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on historical experience and any known trends or uncertainties related to customer billing and account collectability. Management reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Uncollectible accounts are written off when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. • Contract Balances — In-transit revenue balances are included in "Contract balance – revenue in transit" in the consolidated balance sheets. The Company's contract liability balances are typically immaterial. • Revenue Disaggregation — In considering the level at which the Company should disaggregate revenues pertaining to contracts with customers, management determined that there are no significant differences between segments in how the nature, amount, timing, and uncertainty of revenue or cash flows are affected by economic factors. Additionally, management considered how and where the Company has communicated information about revenue for various purposes, including disclosures outside of the financial statements and how information is regularly reviewed by the Company's chief operating decision makers for evaluating financial 82 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED performance of the Company's segments, among others. Based on these considerations, management determined that revenues should be disaggregated by reportable segment. The Company recognizes operating lease revenue from leasing tractors and related equipment to third parties, including independent contractors. Operating lease revenue from rental operations is recognized as earned, which is straight-lined per the rent schedules in the lease agreements. Losses from lease defaults are recognized as offsets to revenue. Stock-based Compensation — The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires that all share-based payments to employees and non-employee directors, including grants of employee stock options, be recognized in the financial statements based upon a grant-date fair value of an award. Equity awards settled in cash are remeasured at each reporting period and are recognized as a liability in the consolidated balance sheets during the vesting period until settlement. • Fair Value — The fair value of performance units is estimated using the Monte Carlo Simulation valuation model. The fair value of stock options is estimated using the Black-Scholes option-valuation model. The fair value of restricted stock units is the closing stock price on the grant date. • Vesting — The requisite service period is the specified vesting date in the grant agreement or the date that the employee becomes retirement-eligible, based on the terms of the grant agreement. The Company calculates the number of awards expected to vest as awards granted, less expected forfeitures over the life of the award (estimated at grant date). All awards require future service and thus forfeitures are estimated based on historical forfeitures and the remaining term until the related award vests. Performance-based awards vest contingent upon meeting certain performance criteria established by the Company's compensation committee. • Expense — Awards that are only subject to time-vesting provisions are amortized using the straight-line method, by amortizing the grant-date fair value over the requisite service period of the entire award. Awards subject to time-based vesting and performance conditions are amortized using the individual vesting tranches. Unless a material deviation from the assumed forfeiture rate is observed during the term in which the awards are expensed, any adjustment necessary to reflect differences in actual experience is recognized in the period the award becomes payable or exercisable. Determining the appropriate amount to expense in each period is based on the likelihood and timing of achievement of the stated targets for performance-based awards, and requires judgment, including forecasting future financial results and market performance. The estimates are revised periodically, based on the probability and timing of achieving the required performance targets, and adjustments are made as appropriate. See Note 21 for additional information relating to the Company's stock-based compensation plan. Income Taxes — Management accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences of events that have been included in the consolidated financial statements. Additionally, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and respective tax bases of assets and liabilities (using enacted tax rates in effect for the year in which the differences are expected to reverse). The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date. Net deferred incomes taxes are classified as noncurrent in the consolidated balance sheets. A valuation allowance is provided against deferred tax assets if the Company determines it is more likely than not that such assets will not ultimately be realized. In making such determinations, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. To the extent management believes the likelihood of recovery is not sufficient, a valuation allowance is established for the amount determined not to be realizable. Management judgment is necessary in determining the frequency at which the need for a valuation allowance is assessed, the accounting period in which to establish the valuation allowance, as well as the amount of the valuation allowance. 83 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Unrecognized tax benefits are defined as the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to ASC 740, Income Taxes . The Company does not recognize a tax benefit for uncertain tax positions unless it concludes that it is more likely than not that the benefit will be sustained on audit (including resolutions of any related appeals or litigation processes) by the taxing authority, based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in management's judgment, is greater than 50 % likely to be realized. The Company records expected incurred interest and penalties related to unrecognized tax positions in "Income tax expense" in the consolidated statements of comprehensive income. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. Significant management judgment is required in determining the provision for income taxes and in determining whether deferred tax assets will be realized in full or in part. Management periodically assesses the likelihood that all or some portion of deferred tax assets will be recovered from future taxable income. Management judgment is also required regarding a variety of other factors including the appropriateness of tax strategies. The Company utilizes certain income tax planning strategies to reduce its overall income taxes. It is possible that certain strategies might be disallowed, resulting in an increased liability for income taxes. Significant management judgments are involved in assessing the likelihood of sustaining the strategies and determining the likely range of defense and settlement costs, in the event that tax strategies are challenged by taxing authorities. An ultimate result worse than the Company's expectations could adversely affect its results of operations. See Note 13 for additional disclosures regarding the Company's income taxes. 84 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 3 — Recently Issued Accounting Pronouncements Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact June 2022 ASU No. 2022-03: Fair Value Measurements (ASC 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and not considered in measuring fair value. January 2024, Prospective No material impact March 2022 ASU No. 2022-02: Financial Instruments – Credit Losses (ASC 326), Troubled Debt Restructurings and Vintage Disclosures The amendments in this ASU require that a creditor incorporates troubled debt restructurings into the allowance for credit losses and disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. January 2023, Prospective Currently under evaluation, but not expected to be material October 2021 ASU No. 2021-08: Business Combinations (ASC 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The amendments in this ASU require that the acquirer recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC 606 as if the acquirer had originated the contracts. The amendments in this ASU are applied prospectively to business combinations occurring on or after the effective date of the amendments. January 2023, Prospective Currently under evaluation, but not expected to be material August 2021 ASU No. 2021-06:Presentation of Financial Statements (ASC 205), Financial Services – Depository and Lending (ASC 942), and Financial Services – Investment Companies (ASC 946) 1 The ASU amends various SEC paragraphs pursuant to the issuance of an SEC release to update disclosure requirements for financial statements from acquired and disposed businesses including changes in tests and thresholds. Additionally, the ASU amends various SEC paragraphs pursuant to an SEC release to update statistical disclosure requirements for bank and savings and loan registrants. August 2021, Adoption method varies by amendment No material impact August 2020 ASU No. 2020-06: Debt – Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (ASC 815-40) – Accounting for Convertible Instruments and contracts in an Entity's Own Equity The amendments in this ASU add disclosure requirements to convertible debt instruments and convertible preferred stock, require convertible instruments to be disclosed at fair value, and update the calculation requirements for diluted EPS. The amendments in this ASU can be applied on a modified or fully retrospective basis and are effective for public entities for years beginning after December 15, 2021. January 2022, Modified retrospective or fully retrospective No material impact 1 Adopted during the third quarter of 2021. Since management is continuing to evaluate the impacts of the above standards, disclosures around these preliminary assessments are subject to change. Note 4 — Acquisitions MME On December 6, 2021 , the Company, through a wholly owned subsidiary, acquired 100.0 % of Bismarck, North Dakota-based MME. MME provides LTL, full truckload, and specialized and other logistics transportation services to a diverse customer base in its service territory in the upper Midwestern and great Northwestern regions of the US. The total purchase price consideration of $ 164.4 million, consisted of $ 104.0 million in cash consideration to the sellers, including cash on hand and net working capital adjustments, and approximately $ 60.4 million in debt payoffs. This was funded through cash-on-hand and borrowing on the 2021 Revolver on the transaction date. At closing, $ 2.8 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. During the fourth quarter of 2022, the escrow proceeds were released to the sellers pursuant to the SPA. 85 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The purchase of the equity interests of MME results in the historical tax basis of MME's assets continuing to be recovered and any intangible assets arising through purchase accounting will result in additional stock basis for tax purposes. Deferred taxes were established as of the opening balance sheet for purchase accounting fair value adjustments (other than for goodwill). The SPA contains customary representations, warranties, covenants, and indemnification provisions. The goodwill recognized represents expected synergies from combining the operations of MME with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is not expected to be deductible for tax purposes. During the measurement period, total goodwill related to the MME acquisition increased by $ 4.2 million during 2022 as a result of adjustments to valuations of deferred tax liabilities and accounts receivable as well as a $ 1.3 million actual versus estimated net working capital adjustment which increased the total purchase price consideration to $ 165.7 million. The total purchase price consideration, as adjusted at the December 6, 2021 transaction date, is identified in the "Purchase Price Allocations" table within this footnote. ACT On July 5, 2021 , the Company acquired 100.0 % of Dothan, Alabama-based ACT. ACT is a leading LTL carrier that also offers dedicated contract carriage and ancillary services. The total purchase price consideration of $ 1.31 billion consisted of $ 1.30 billion in cash and $ 10.0 million in Knight-Swift shares issued to sellers at closing. Additionally, the Company assumed $ 36.5 million in debt, net of cash. Cash was funded from the July 2021 Term Loan, as well as existing Knight-Swift liquidity. ACT was an S corporation for tax purposes, and the transaction included an election under Internal Revenue Code Section 338(h)(10). Accordingly, the book and tax basis of the acquired assets and liabilities are the same as of the purchase date. The SPA contains customary representations, warranties, and covenants. During 2022, the Company's consolidated operating results included ACT's total revenue of $ 918.9 million and net income of $ 77.0 million. ACT's net income during 2022 included $ 14.0 million related to the amortization of intangible assets acquired in the ACT Acquisition. During 2021, the Company's consolidated operating results included ACT's total revenue of $ 386.8 million and net income of $ 23.1 million. ACT's net income during 2021 included $ 7.0 million related to the amortization of intangible assets acquired in the ACT Acquisition. The goodwill recognized represents expected synergies from combining the operations of ACT with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes. The total purchase price consideration, as if adjusted at the July 5, 2021 transaction date, is identified in the "Purchase Price Allocations" table within this footnote. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 5, 2021 acquisition date. Pro Forma Information (Unaudited) — The following unaudited pro forma information combines the historical operations of the Company and ACT giving effect to the ACT Acquisition, and related transactions as if consummated on January 1, 2020, the beginning of the comparative period presented. 2021 2020 (in thousands, except per share data) Total revenue $ 6,387,329 $ 5,374,934 Net income attributable to Knight-Swift 763,393 437,835 Earnings per share – diluted 4.57 2.57 The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, elimination of transaction costs incurred by Knight-Swift and ACT during the periods presented that were directly related to the ACT Acquisition, and related income tax effects of these items. As a result of the ACT Acquisition, the Company incurred certain acquisition-related expenses totaling $ 2.9 million in 2021. These expenses were eliminated in the presentation of the unaudited pro forma "Net income attributable to Knight-Swift" presented above. 86 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Knight-Swift and ACT would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the identified transactions. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the ACT Acquisition and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. UTXL On June 1, 2021 , pursuant to an SPA, the Company, through a wholly owned subsidiary, acquired 100.0 % of the equity interests of UTXL, a premier third-party logistics company which specializes in over-the-road full truckload and multi-stop loads. The total purchase price consideration of $ 37.2 million, including cash-on-hand and net working capital adjustments, consisted of $ 32.2 million in cash to the sellers at closing, which was funded through cash-on-hand and borrowing on the 2017 Revolver on the transaction date. At closing $ 2.25 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. During the third quarter of 2022, the escrow proceeds were released to the sellers pursuant to the SPA. The purchase price also included contingent consideration consisting of two additional annual payments of up to $ 2.5 million each ($ 5.0 million in total), representing the maximum possible annual deferred payments to the sellers based on operating ratio and revenue growth targets for each of the twelve-month periods ending May 31, 2022 and May 31, 2023. As of December 31, 2022, $ 2.5 million is included in "Accrued liabilities" in the Company's consolidated balance sheets. As of December 31, 2021, $ 2.5 million is included in "Accrued liabilities" and $ 2.5 million is included in "Other long-term liabilities" in the Company's consolidated balance sheets, depending on the expected payment dates. For income tax purposes, the sale of UTXL's equity interests to the Company is intended to be treated as a sale and purchase of assets. Accordingly, the book and tax basis of the acquired assets and liabilities are the same as of the purchase date. The SPA contains customary representations, warranties, covenants, and indemnification provisions. The goodwill recognized represents expected synergies from combining the operations of UTXL with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes. The total purchase price consideration, as if adjusted at the June 1, 2021 transaction date, is identified in the "Purchase Price Allocations" table within this footnote. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the June 1, 2021 acquisition date. Eleos On February 1, 2021 , pursuant to a membership interest purchase agreement ("MIPA"), the Company, through a wholly owned subsidiary, acquired 79.44 % of the issued and outstanding membership interests of Eleos, a Greenville, South Carolina-based software provider, specializing in mobile driving platforms, which complement the Company's suite of services. The total purchase price consideration, including cash-on-hand and net working capital adjustments, consisted of $ 41.5 million in cash to the sellers at closing, which was funded through cash-on-hand and borrowing on the 2017 Revolver on the transaction date. At closing, $ 4.1 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and other items. During the third quarter of 2022, the escrow proceeds were released to the sellers pursuant to the MIPA. The MIPA included that both the buyer and sellers would file an election under the Internal Revenue Code Section 754 to adjust the tax basis of the Company's assets and liabilities, with respect to the buyer's purchase of the equity. The MIPA contains customary representations, warranties, covenants, and indemnification provisions for transactions of this nature. 87 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The goodwill recognized represents expected synergies from combining the operations of Eleos with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes. The total purchase price consideration, as if adjusted at the February 1, 2021 transaction date, is identified in the "Purchase Price Allocations" table within this footnote. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the February 1, 2021 acquisition date. Warehousing Co. On January 1, 2020 , pursuant to a SPA the Company acquired 100.0 % of the equity interests of Warehousing Co. with locations throughout the central US. The total purchase price consideration of $ 66.9 million consisted of $ 48.2 million in cash to the sellers at closing, which was funded through cash-on-hand and borrowing on the 2017 Revolver on the transaction date. At closing,$ 6.8 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. During the third quarter of 2020, the escrow proceeds were released to the sellers pursuant to the SPA. The purchase price also included contingent consideration consisting of three additional annual payments of up to $ 8.1 million each ($ 24.3 million in total), representing the maximum possible annual deferred payments to the sellers based on Warehousing Co.'s earnings before interest and taxes ("EBIT") for each of the calendar years ending December 31, 2020, December 31, 2021, and the annualized six-month period ending June 30, 2022. In order to estimate Warehousing Co.'s future performance, the Company utilized the Monte Carlo simulation method using certain inputs, including Warehousing Co.'s forecasted EBIT, discount rate, dividend yields, expected volatility, and expected stock returns during the above measurement periods. Based on the above inputs, the present value of the total contingent consideration, along with the estimated net working capital adjustment equaled $ 18.7 million as of January 1, 2020. During the measurement period, the net working capital adjustment was reduced by $ 0.4 million based on the actual versus estimated net working capital adjustment as of the transaction date. This adjustment resulted in the total estimated contingent consideration and net working capital adjustment decreasing to $ 18.3 million. The total purchase price consideration, as if adjusted at the January 1, 2020 transaction date, is identified in the "Purchase Price Allocations" table within this footnote. During the fourth quarter of 2020, the Company paid the first annual payment of $ 8.1 million as a result of the achievement of Warehousing Co.’s EBIT performance target for the calendar year December 31, 2020. Additionally, during the fourth quarter of 2020, the Company increased the estimated fair value of the remaining contingent consideration representing the final two annual payments, resulting in a $ 6.7 million fair value adjustment of the deferred earnout, which was recorded in “Miscellaneous operating expenses” in the consolidated statement of comprehensive income. During the fourth quarter of 2021, the Company paid the second annual payment of $ 8.1 million as a result of the achievement of Warehousing Co.’s EBIT performance target for the calendar year 2021. During the fourth quarter of 2022, the Company paid the final annual payment of $ 8.1 million as a result of the achievement of Warehousing Co.’s EBIT performance target for the six-month period ended June 30, 2022. As of December 31, 2022, all contingent consideration had been paid in full and no further liability was recorded. As of December 31, 2021, the remaining contingent consideration was $ 8.1 million representing the fair value of the remaining annual deferred payments for the annualized six-month period ending June 30, 2022, all of which was recorded in "Accrued liabilities" in the consolidated balance sheets. The SPA included an election under the Internal Revenue Code Section 338(h)(10). Accordingly, the book and tax basis of the acquired assets and liabilities are the same as of the purchase date. The SPA contains customary representations, warranties, covenants, and indemnification provisions. The goodwill recognized represents expected synergies from combining the operations of Warehousing Co. with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes. 88 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Asset Purchase Agreement On October 3, 2022 , the Company entered into an asset purchase agreement with a total purchase consideration of $ 30.0 million for the purchase of revenue equipment and certain intangibles. The purchase price was allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, resulting in the Company recording $ 19.4 million in "Revenue Equipment" and $ 10.4 million in "Customer Relationships" in the Company's consolidated balance sheets. The purchase price allocation is preliminary and is open for adjustments through the end of the measurement period, which is one year from the October 3, 2022 acquisition date, pending completion of the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed, and assessment of other tax related items as applicable. Purchase Price Allocations The purchase price allocations for the Company's acquisitions have been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. The purchase price allocations were open for adjustment through the end of the measurement period, which closed one year from the acquisition dates. MME 1 ACT UTXL Eleos Warehousing Co. 2 December 6, 2021 Opening Balance Sheet as Reported at December 31, 2022 July 5, 2021 Opening Balance Sheet as Reported at December 31, 2022 June 1, 2021 Opening Balance Sheet as Reported at December 31, 2022 February 1, 2021 Opening Balance Sheet as Reported at December 31, 2022 January 1, 2020 Opening Balance Sheet as Reported at December 31, 2022 Fair value of the consideration transferred $ 165,673 $ 1,306,214 $ 37,230 $ 41,518 $ 66,444 Cash and cash equivalents 14,716 17,477 8,206 2,237 1,388 Trade receivables 21,165 104,220 9,451 545 3,301 Prepaid expenses 2,067 15,803 — 47 608 Other current assets 462 3,537 — — 78 Property and equipment 49,192 427,722 54 — 1,938 Operating lease right-of-use assets 52,065 4,053 — 560 12,356 Identifiable intangible assets 3 52,960 406,160 22,121 15,850 55,681 Other noncurrent assets 139 1,739 — — 458 Total assets 192,766 980,711 39,832 19,239 75,808 Accounts payable ( 7,681 ) ( 19,386 ) ( 14,183 ) ( 156 ) ( 347 ) Accrued payroll and payroll-related expenses ( 7,106 ) ( 33,411 ) ( 247 ) ( 605 ) — Accrued liabilities ( 544 ) ( 9,302 ) ( 69 ) ( 1,391 ) ( 644 ) Claims accruals – current and noncurrent portions ( 1,090 ) ( 40,958 ) ( 418 ) — — Operating lease liabilities – current and noncurrent portions ( 46,375 ) ( 4,052 ) — ( 560 ) ( 12,356 ) Long-term debt – current and noncurrent portions — ( 54,024 ) — — — Deferred tax liabilities ( 21,172 ) — — — — Other long-term liabilities ( 568 ) ( 4,243 ) — ( 475 ) — Total liabilities ( 84,536 ) ( 165,376 ) ( 14,917 ) ( 3,187 ) ( 13,347 ) Noncontrolling interest — — — ( 10,281 ) — Total stockholders' equity — — — ( 10,281 ) — Goodwill $ 57,443 $ 490,879 $ 12,315 $ 35,747 $ 3,983 1 See above for a description of the adjustments made to MME's purchase price allocation during the measurement period. 89 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 2 See above for a description of the working capital adjustments made to Warehousing Co.'s purchase price allocation during the measurement period. 3 Includes $ 372.2 million in customer relationships ($ 250.8 million attributed to ACT), $ 2.0 million in noncompete agreements ($ 0.8 million attributed to ACT), $ 10.5 million in internally developed software ($ 6.5 million attributable to ACT), and $ 168.0 million in trade names ($ 148.1 million attributed to ACT). Note 5 — Investments The following table presents the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments: December 31, 2022 Gross Unrealized Cost or Amortized Cost Gains Temporary Losses Estimated Fair Value (In thousands) US corporate securities $ 5,978 $ — $ ( 44 ) $ 5,934 Government bonds 1,197 — ( 1 ) 1,196 Restricted investments, held-to-maturity $ 7,175 $ — $ ( 45 ) $ 7,130 December 31, 2021 Gross Unrealized Cost or Amortized Cost Gains Temporary Losses Estimated Fair Value (In thousands) US corporate securities $ 5,866 $ — $ ( 7 ) $ 5,859 Restricted investments, held-to-maturity $ 5,866 $ — $ ( 7 ) $ 5,859 As of December 31, 2022, the contractual maturities of the restricted investments were one year year or less. There were fourteen and eleven securities that were in an unrealized loss position, all for less than twelve months as of December 31, 2022 and 2021, respectively. The Company did no t recognize any impairment losses related to restricted investments during 2022, 2021, or 2020. Refer to Note 2 for the related accounting policy and Note 23 for additional information regarding fair value measurements of restricted investments. Note 6 — Equity Investments Transportation Resource Partners Since 2003, the Company has entered into partnership agreements with entities that make privately-negotiated equity investments, including Transportation Resource Partners III, LP ("TRP III"), TRP Capital Partners, LP ("TRP IV"), TRP Capital Partners V, LP ("TRP V"), TRP CoInvest Partners, (NTI) I, LP ("TRP IV Coinvestment NTI"), TRP CoInvest Partners, (QLS) I, LP ("TRP IV Coinvestment QLS"), TRP Coinvest Partners, FFR I, LP ("TRP IV Coinvestment FFR"), and TRP Coinvest Partners V (PW) I, LP ("TRP V Coinvest"). In these agreements, the Company committed to invest in return for an ownership percentage. 90 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The following table presents ownership and commitment information for the Company's investments in TRP partnerships: December 31, 2022 Knight-Swift's Ownership Interest 1 Total Commitment (All Partners) Knight-Swift's Contracted Commitment Knight-Swift's Remaining Commitment (Dollars in thousands) TRP III – equity method investment 2 4.9 % $ 245,000 $ 15,000 $ — TRP IV – equity investment 3 4 4.2 % $ 116,065 $ 4,900 $ 612 TRP IV Coinvestment NTI – equity method investment 2 5 — % $ 120,000 $ 10,000 $ — TRP IV Coinvestment QLS – equity method investment 2 25.0 % $ 39,000 $ 9,735 $ — TRP IV Coinvestment FFR – equity method investment 2 7.4 % $ 66,555 $ 4,950 $ — TRP V - equity method investment 2 6 16.6 % $ 180,700 $ 30,000 $ 10,814 TRP V Coinvest - equity method investment 2 13.3 % $ 30,000 $ 4,000 $ — 1 The Company's share of the results is included within "Other (expenses) income, net" in the consolidated statements of comprehensive income. 2 The TRP III, TRP IV Coinvestments, TRP V, and TRP V Coinvest are unconsolidated majority interests. Management considered the criteria set forth in ASC 323, Investments – Equity Method and Joint Ventures , to establish the appropriate accounting treatment for these investments. This guidance requires the use of the equity method for recording investments in limited partnerships where the "so minor" interest is not met. As such, the investments are being accounted for under the equity method. Knight's ownership interest reflects its ultimate ownership of the portfolio companies underlying the TRP III, TRP IV Coinvestment NTI, TRP IV Coninvestment QLS, TRP IV Coinvestment FFR, TRP V, and TRP V Coninvest legal entities. 3 In accordance with ASC 321, Investments – Equity Securities , these investments are recorded at cost minus impairment. 4 Management anticipates that the following amounts will be due: $ 0.1 million in 2023, $ 0.5 million from 2024 through 2025, and none thereafter . 5 TRP IV Coinvestment NTI was liquidated during 2022. 6 Management anticipates that the following amounts will be due: $ 5.6 million in 2023, $ 2.1 million from 2024 through 2025, $ 0.8 million from 2026 through 2027, and $ 2.3 million thereafter. Embark During the second quarter of 2021, the Company invested $ 25.0 million in Embark in exchange for a convertible note. The terms of the agreement provided that the amount outstanding on the convertible note would be automatically converted into a number of shares of Embark's common stock upon either the closing of a qualified financing or upon a public event, subject to discounted conversion pricing per share based on a valuation of Embark. In November 2021, Embark and Northern Genesis Acquisition Corp II, a publicly-traded special purpose acquisition company, completed a business combination agreement entered into on June 22, 2021, resulting in Embark becoming a publicly-traded company. In association with this transaction, the Company's convertible note automatically converted into a number of shares of Embark's common stock as outlined above. Further, the Company acquired an additional $ 25.0 million in Embark's common stock pursuant to a common stock subscription agreement between the Company and Embark. As of December 31, 2022 and 2021, the fair value of the combined investment in Embark was $ 1.0 million and $ 54.5 million, respectively. This resulted in a net unrealized loss of $ 53.4 million and net unrealized gain of $ 4.5 million recognized during 2022 and 2021, respectively, within "Operating income, net" in the consolidated statements of comprehensive income. Other Equity Method Investments On October 1, 2020, the Company used approximately $ 39.6 million in cash to purchase 21.0 % of the equity interests of a transportation-related company ("Holdings Co."), complementary to its suite of services. Based on Holdings Co.'s board of directors and the Company's minority rights, the Company has concluded that its investment allows it to exercise significant influence over the operational and financial decisions of Holdings Co. and therefore has recorded the transaction as an equity method investment. 91 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The carrying amount of the Company's initial investment in Holdings Co. was approximately $ 36.6 million in excess of the Company's initial underlying equity interest in the net assets in Holdings Co. This basis difference represents the Company's proportionate share of the fair value of Holdings Co.'s net tangible assets and its identified intangible assets, with the remaining excess recognized as equity method goodwill. The Company's proportionate share of certain identified definite-lived intangibles are amortized over their estimated useful lives and accreted against the earnings recognized from the Company's interest in Holdings Co. Net Investment Balances Net investment balances included in "Other long-term assets" in the consolidated balance sheets were as follows: December 31, 2022 2021 (in thousands) TRP III – equity method investment $ — $ 801 TRP IV – equity investment 1 — 3 TRP IV Coinvestment NTI – equity method investment — 37 TRP IV Coinvestment QLS – equity method investment 12,881 12,444 TRP IV Coinvestment FFR – equity method investment 8,334 6,761 TRP V – equity method investment 20,699 12,043 TRP V Coinvest – equity method investment 5,228 4,859 Embark – equity investment 1,032 54,467 Other equity method investments – equity method investment 2 56,375 38,821 Total carrying value $ 104,549 $ 130,236 1 In accordance with ASC 321, Investments – Equity Securities , these investments are recorded at cost minus impairment. 2 In accordance with ASC 323, Investments – Equity Method and Joint Ventures, the net investment balance includes accretion of amortization of certain definite-lived intangibles. 92 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 7 — Trade Receivables, net Trade receivables, net balances were comprised of the following: December 31, 2022 2021 (In thousands) Trade customers $ 731,546 $ 847,305 Equipment manufacturers 15,783 11,923 Insurance premiums 61,696 43,455 Other 56,249 30,316 Trade receivables 865,274 932,999 Less: Allowance for doubtful accounts ( 22,980 ) ( 21,663 ) Trade receivables, net $ 842,294 $ 911,336 The following is a rollforward of the allowance for doubtful accounts for trade receivables: 2022 2021 2020 (In thousands) Beginning balance $ 21,663 $ 22,093 $ 18,178 Provision 13,078 10,900 17,267 Write-offs directly against the reserve ( 994 ) ( 776 ) ( 902 ) Write-offs for revenue adjustments ( 11,517 ) ( 11,504 ) ( 12,450 ) Other 1 750 950 — Ending balance $ 22,980 $ 21,663 $ 22,093 1 Represents measurement period adjustment during 2022 related to the MME acquisition and allowance for doubtful trade accounts receivables assumed in 2021 from the Company's acquisitions. See Note 4 for further details regarding these acquisitions. See Note 14 for a discussion of the Company's accounts receivable securitization program and the related accounting treatment. Note 8 — Notes Receivable, net The Company provides financing to independent contractors and other third parties on equipment sold or leased. Most of the notes are collateralized and are due in weekly installments, including principal and interest payments, ranging from 10.0 % to 15.0 %. Notes receivable are included in "Other current assets" and "Other long-term assets" in the consolidated balance sheets and were comprised of: December 31, 2022 2021 (In thousands) Notes receivable from independent contractors $ 5,050 $ 5,969 Convertible note receivable from third party 11,341 10,141 Notes receivable from other third parties 275 994 Gross notes receivable 16,666 17,104 Allowance for doubtful notes receivable ( 5,015 ) ( 496 ) Total notes receivable, net of allowance $ 11,651 $ 16,608 Current portion, net of allowance 8,122 1,848 Long-term portion $ 3,529 $ 14,760 93 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Convertible Note During the fourth quarter of 2021, the Company invested $ 10.0 million in a third-party company in exchange for a convertible note. The convertible note accrues simple interest on the unpaid principal balance at a rate of 12.0 % and is payable on demand any time after August 27, 2023, unless earlier converted into shares of the third-party company's common stock. The amount outstanding on the convertible note is converted into a number of shares of the third-party company's common stock upon either the closing of a qualified financing, or at the Company's election in connection with a non-qualified financing, a change of control, or at maturity, subject to discounted conversion pricing per share based on a valuation of the third-party company. Note 9 — Assets Held for Sale The Company expects to sell its assets held for sale within the next twelve months . Revenue equipment held for sale totaled $ 40.6 million and $ 8.2 million as of December 31, 2022 and 2021, respectively. Net gains on disposals, including disposals of property and equipment classified as assets held for sale, reported in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income were $ 92.9 million during 2022, $ 74.8 million during 2021, and $ 9.7 million during 2020. During 2022 , the Company did not recognize impairment losses related to assets held for sale. During 2021, t he Company incurred impairment losses of $ 0.3 million, primarily related to certain tractors and trailers as a result of a softer used equipment market. During 2020 , the Company incurred impairment losses of $ 0.5 million primarily related to certain legacy trailer models as a result of a softer used equipment market. Note 10 — Goodwill and Other Intangible Assets Goodwill The changes in the carrying amounts of goodwill were as follows: 2022 2021 2020 (In thousands) Goodwill balance at beginning of period $ 3,515,135 $ 2,922,964 $ 2,918,992 Adjustments relating to deferred tax assets — ( 9 ) ( 11 ) Acquisition and measurement period adjustments 1 4,204 592,180 3,983 Goodwill balance at end of period $ 3,519,339 $ 3,515,135 $ 2,922,964 1 The goodwill associated with the ACT and MME acquisitions was allocated to the LTL segment. The goodwill associated with the UTXL acquisition was allocated to the Logistics segment. The goodwill associated with the Warehousing Co., and Eleos acquisitions was allocated to the non-reportable segments. See Note 4 regarding the amount attributed to adjustments to the opening balance sheets. The following presents the components of goodwill by reportable segment as of December 31, 2022 and 2021: December 31, 2022 2021 Net Carrying Amount 1 Net Carrying Amount 1 (In thousands) Truckload $ 2,658,086 $ 2,658,086 LTL 548,322 544,118 Logistics 54,827 54,827 Intermodal 175,594 175,594 Non-reportable 82,510 82,510 Goodwill $ 3,519,339 $ 3,515,135 1 Except for the net accumulated amortization related to deferred tax assets in the Truckload segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses. There were no impairments identified during annual goodwill impairment testing in 2022, 2021, or 2020. 94 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Other Intangible Assets Other intangible asset balances were as follows: December 31, 2022 2021 (In thousands) Definite-lived intangible assets: 1 Gross carrying amount $ 1,237,993 $ 1,227,630 Accumulated amortization ( 265,982 ) ( 201,139 ) Definite-lived intangible assets, net 972,011 1,026,491 Indefinite-lived trade names: Gross carrying amount 804,558 804,558 Intangible assets, net $ 1,776,569 $ 1,831,049 1 The Company's definite-lived intangible assets include customer relationships which have a gross carrying amount of $ 1.2 billion as of December 31, 2022 and 2021. Other categories of the Company's definite-lived intangible assets include non-compete agreements, internally-developed software, trade names, and others. Identifiable intangible assets subject to amortization have been recorded at fair value. Intangible assets related to acquisitions other than the 2017 Merger are amortized over a weighted-average amortization period of 19.1 years. The Company's customer relationship intangible assets related to the 2017 Merger are being amortized over a weighted average amortization period of 19.9 years. The following table presents amortization of intangible assets related to the 2017 Merger and various acquisitions: 2022 2021 2020 (In thousands) Amortization of intangible assets related to the 2017 Merger $ 41,375 $ 41,375 $ 41,375 Amortization related to other intangible assets 23,468 13,924 4,520 Amortization of intangibles $ 64,843 $ 55,299 $ 45,895 As of December 31, 2022, management anticipates that the composition and amount of amortization associated with intangible assets will be $ 64.7 million in for each of the years 2023 and 2024, $ 64.6 million for 2025, $ 63.2 million for 2026, and $ 62.3 million for 2027. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets, and other events. See Note 2 for accounting policies regarding goodwill and other intangible assets. Note 11 — Accrued Payroll and Purchased Transportation The following table presents the composition of accrued payroll and purchased transportation: December 31, 2022 2021 (In thousands) Accrued payroll 1 $ 123,719 $ 146,326 Accrued purchased transportation 47,662 70,758 Accrued payroll and purchased transportation $ 171,381 $ 217,084 1 Accrued payroll includes accruals related to the various 401(k) plans the Company offers to its employees. Depending on the plan, employees must meet the minimum age requirement ( 18 – 21 years) and have completed ninety days or one year of service with the Company in order to qualify. Employees' rights to employer contributions are fully vested after three or five years from their date of employment. The plans offer discretionary matching contributions of the greater of 100% up to 3.0 % or 6.0 % of an employee's eligible compensation or $ 2,000 . The Company's employee benefits expense for matching contributions related to the 401(k) plans was approximately $ 29.6 million, $ 16.2 million, and $ 13.6 million in 2022, 2021, and 2020, respectively. This expense was included in "Salaries, wages, and benefits" in the consolidated statements of comprehensive income. As of December 31, 2022 and 2021, the balance above in accrued payroll included $ 21.3 million and $ 14.5 million, respectively, in matching contributions for the 401(k) plans. 95 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 12 — Claims Accruals Claims accruals represent the uninsured portion of outstanding claims at year-end. The current portion reflects the amount of claims expected to be paid in the following year. The Company's insurance programs for workers' compensation, auto and collision liability, physical damage, third-party carrier and independent contractor claims, cargo damage, and medical involves self-insurance with varying risk retention levels. Claims accruals were comprised of the following: December 31, 2022 2021 (In thousands) Auto reserves $ 266,734 $ 263,091 Workers’ compensation reserves 76,154 90,481 Third-party carrier claims reserves 134,116 31,524 Independent contractor claims reserves 6,137 6,285 Cargo damage reserves 7,231 5,409 Employee medical and other reserves 23,288 20,531 Claims accruals 513,660 417,321 Less: current portion of claims accruals ( 311,822 ) ( 206,607 ) Claims accruals, less current portion $ 201,838 $ 210,714 Self Insurance Automobile Liability, General Liability, and Excess Liability — Effective November 1, 2020, the Company has $ 100.0 million in excess auto liability ("AL") coverage subject to aggregate limits. Effective November 1, 2019, the Company had $ 130.0 million in excess AL coverage. For prior years, Swift and Knight separately maintained varying excess AL and general liability limits. Effective March 1, 2020, Knight and Swift retain the same $ 10.0 million self-insured retention ("SIR") per occurrence. While Swift AL claims were subject to a $ 10.0 million SIR per occurrence during policy periods prior to March 1, 2020, Knight AL claims were subject to varying SIR limits, including aggregate deductibles, not exceeding $ 10.0 million per occurrence. Workers' Compensation and Employers' Liability — The Company is self-insured for workers' compensation coverage. Swift maintains statutory coverage limits, subject to a $ 5.0 million SIR for each accident or disease. Effective March 1, 2019, Knight maintains statutory coverage limits, subject to a $ 2.0 million SIR for each accident or disease. Prior to March 1, 2019, the Knight SIR was $ 1.0 million per each accident or disease. Cargo Damage and Loss — The Company is insured against cargo damage and loss with liability limits of $ 2.0 million per truck or trailer with a $ 15.0 million limit per occurrence. Medical — Knight maintains primary and excess coverage for employee medical expenses, with a $ 0.4 million SIR per claimant. Effective January 1, 2020, Swift provides primary and excess coverage for employee medical expenses, with an SIR of $ 0.5 million per claimant to all employees. Through December 31, 2019, Swift was fully insured on its medical benefits (subject to contributed premiums). ACT — ACT maintains SIRs for claims on cargo losses, employee health and welfare, bodily injury and property, general liability and workers’ compensation. Losses under the employee health and welfare, BIPD, and workers’ compensation programs are typically limited on a per claim and aggregate basis through stop-loss and excess insurance policies. Risk retention amounts per occurrence are as follows: • Workers' compensation - $ 1.0 million • Auto liability - Effective March 1, 2022, ACT, retains a $ 10.0 million SIR per occurrence, as compared to the previous policy, which included a $ 2.0 million per occurrence with a $ 5.0 million annual corridor deductible subject to a $ 10.0 million three-year policy term aggregate cap. • Employee medical - $ 1.0 million. 96 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Third-party Carrier Insurance Effective during 2020, the Company assumed premiums under a reinsurance agreement covering auto liability, including non-trucking auto liability, cargo and general liability coverages for individual members of an independent carrier safety association. The per occurrence limits assumed were $ 1.0 million per occurrence for auto liability claims, $ 1.0 million per occurrence for general liability claims, and $ 0.3 million per occurrence for cargo liability claims. Starting August 2022, the Company began assuming premiums under a reinsurance agreement covering automotive and physical damage with limits of $ 1.0 million per occurrence. See Note 2 for accounting policy regarding the Company's claims accruals. Note 13 — Income Taxes The following table presents the Company's income tax expense: 2022 2021 2020 (In thousands) Current expense: Federal $ 174,277 $ 140,258 $ 80,060 State 39,687 42,319 19,153 Foreign 4,277 8,382 4,248 218,241 190,959 103,461 Deferred expense (benefit): Federal 25,850 48,874 29,640 State 1,432 ( 10,369 ) 7,292 Foreign 3,865 1,423 9,283 31,147 39,928 46,215 Income tax expense $ 249,388 $ 230,887 $ 149,676 Rate Reconciliation — Expected tax expense is computed by applying the US federal corporate income tax rate of 21.0 % to earnings before income taxes for 2022, 2021, and 2020. Actual tax expense differs from expected tax expense as follows: 2022 2021 2020 (In thousands) Computed "expected" tax expense $ 214,306 $ 204,673 $ 117,665 Increase in income taxes resulting from: State income taxes, net of federal income tax benefit 32,786 23,063 22,423 Other 2,296 3,151 9,588 Income tax expense $ 249,388 $ 230,887 $ 149,676 97 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Deferred Income Taxes — The components of the net deferred tax asset (liability) included in "Deferred tax liabilities" in the consolidated balance sheets were: December 31, 2022 2021 (In thousands) Deferred tax assets: Claims accrual $ 85,573 $ 79,496 Unrealized gain/loss on investment 11,815 — Accrued liabilities 4,112 11,497 Operating lease liabilities 45,089 34,260 Other 39,160 34,284 Total deferred tax assets 185,749 159,537 Valuation allowance — — Total deferred tax assets, net 185,749 159,537 Deferred tax liabilities: Property and equipment, principally due to differences in depreciation ( 677,010 ) ( 635,877 ) Prepaid taxes, licenses, and permits deducted for tax purposes ( 17,081 ) ( 15,241 ) Intangible assets ( 342,559 ) ( 338,191 ) Operating lease right-of-use assets ( 45,083 ) ( 34,016 ) Other ( 11,909 ) ( 11,089 ) Total deferred tax liabilities ( 1,093,642 ) ( 1,034,414 ) Deferred income taxes $ ( 907,893 ) $ ( 874,877 ) Valuation Allowance — The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is no t required. Management believes that it is more like ly than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. All other deferred tax assets are expected to be realized and utilized by continued profitability in future periods. Cumulative Undistributed Foreign Earnings — As of December 31, 2022, foreign withholding taxes have not been provided on approximately $ 130.4 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the US. As such, the Company is not required to provide withholding taxes on these earnings until they are repatriated in the form of dividends or otherwise. During the fourth quarter of 2020, our Mexico subsidiary distributed/repatriated $ 23.0 million to the US company. The taxes that resulted were insignificant. Unrecognized Tax Benefits — The Company's unrecognized tax benefits as of December 31, 2022 would favorably impact the Company's effective tax rate if subsequently recognized. See Note 2 for accounting policy related to the Company's income taxes. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2022, 2021, and 2020 is below: 2022 2021 2020 (In thousands) Unrecognized tax benefits at beginning of year $ 1,735 $ 2,950 $ 4,083 Decreases for tax positions taken prior to beginning of year — ( 1,215 ) ( 1,133 ) Unrecognized tax benefits at end of year $ 1,735 $ 1,735 $ 2,950 Increases for tax positions are related to the benefit received for federal deductions taken on the Company's subsidiary amended returns. Decreases for tax positions are related to federal deductions, which were reserved according to ASC 740-10. Management expects a decrease of $ 0.7 million in unrecognized tax benefits during the next twelve months. Interest and Penalties — Accrued interest and penalties were approximately $ 0.2 million and $ 0.1 million as of December 31, 2022 and December 31, 2021, respectively. 98 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Tax Examinations — Certain of the Company's subsidiaries are currently under examination by federal and state jurisdictions for tax years ranging from 2014 to 2018 . At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Years subsequent to 2017 remain subject to examination. Note 14 — Accounts Receivable Securitization On October 3, 2022, the Company entered into the 2022 RSA which further amended the 2021 RSA. The 2022 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets. As of December 31, 2022, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating. The 2022 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of December 31, 2022. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries. The following table summarizes the key terms of the 2022 RSA and 2021 RSA (dollars in thousands): 2022 RSA 2021 RSA (Dollars in thousands) Effective date October 3, 2022 April 23, 2021 Final maturity date October 1, 2025 April 23, 2024 Borrowing capacity $ 475,000 $ 400,000 Accordion option 1 $ 100,000 $ 100,000 Unused commitment fee rate 2 20 to 40 basis points 20 to 40 basis points Program fees on outstanding balances 3 one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points one month LIBOR + 82.5 basis points 1 The accordion option increases the maximum borrowing capacity, subject to participation by the purchasers. 2 The 2022 RSA and 2021 RSA commitment fee rates are based on the percentage of the maximum borrowing capacity utilized. 3 As identified within the 2022 RSA and 2021 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR and LIBOR, respectively. Availability under the 2022 RSA and 2021 RSA is calculated as follows: December 31, 2022 2021 (In thousands) Borrowing base, based on eligible receivables $ 456,400 $ 400,000 Less: outstanding borrowings 1 ( 419,000 ) ( 279,000 ) Less: outstanding letters of credit — ( 65,300 ) Availability under accounts receivable securitization facilities $ 37,400 $ 55,700 1 As of December 31, 2022 and 2021, outstanding borrowings are included in "Accounts receivable securitization – less current portion" in the consolidated balance sheets and are offset by $ 0.4 million and $ 0.5 million of deferred loan costs, respectively. Interest accrued on the aggregate principal balance at a rate of 5.1 % and 0.9 %, as of December 31, 2022 and 2021, respectively. 99 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Program fees and unused commitment fees are recorded in "Interest expense" in the consolidated statements of comprehensive income. The Company's accounts receivable securitization incurred program fees of $ 9.3 million in 2022, $ 3.1 million in 2021, and $ 3.5 million in 2020. Refer to Note 23 for information regarding the fair value of the 2022 RSA and 2021 RSA. Note 15 — Debt and Financing Other than the Company's accounts receivable securitization as discussed in Note 14 and its outstanding finance lease obligations as discussed in Note 16, the Company's long-term debt consisted of the following: December 31, 2022 2021 (In thousands) 2021 Term Loan A-1, due December 3, 2022, net 1 2 $ — $ 199,676 2021 Term Loan A-2, due September 3, 2024, net 1 2 199,755 199,607 2021 Term Loan A-3, due September 3, 2026, net 1 2 798,705 798,352 Prudential Notes, net 1 35,960 47,265 Other 3,042 5,069 Total long-term debt, including current portion 1,037,462 1,249,969 Less: current portion of long-term debt ( 12,794 ) ( 212,417 ) Long-term debt, less current portion $ 1,024,668 $ 1,037,552 December 31, 2022 2021 (In thousands) Total long-term debt, including current portion $ 1,037,462 $ 1,249,969 2021 Revolver, due September 3, 2026 1 3 43,000 260,000 Long-term debt, including revolving line of credit $ 1,080,462 $ 1,509,969 1 Refer to Note 23 for information regarding the fair value of debt. 2 The carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 are net of $ 0.2 million and $ 1.3 million in deferred loan costs as of December 31, 2022, respectively. The carrying amounts of the 2021 Term Loan A-1, 2021 Term Loan A-2, and 2021 Term Loan A-3 are net of $ 0.3 million, $ 0.4 million, and $ 1.6 million in deferred loan costs as of December 31, 2021, respectively. 3 The Company also had outstanding letters of credit of $ 15.8 million and $ 64.0 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities, at December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, the Company also had outstanding letters of credit of $ 173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver. 100 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Credit Agreements 2021 Debt Agreement — On September 3, 2021, the Company entered into the $ 2.3 billion 2021 Debt Agreement (an unsecured credit facility), with a group of banks, replacing the 2017 Debt Agreement and the July 2021 Term Loan (described below). The following table presents the key terms of the 2021 Debt Agreement: 2021 Term Loan A-1 2021 Term Loan A-2 2021 Term Loan A-3 2021 Revolver 2 2021 Debt Agreement Terms (Dollars in thousands) Maximum borrowing capacity $ 200,000 $ 200,000 $ 800,000 $ 1,100,000 Final maturity date December 3, 2022 September 3, 2024 September 3, 2026 September 3, 2026 Interest rate margin reference rate BSBY BSBY BSBY BSBY Interest rate minimum margin 1 0.75 % 0.75 % 0.88 % 0.88 % Interest rate maximum margin 1 1.38 % 1.38 % 1.50 % 1.50 % Minimum principal payment — amount $ — $ — $ 10,000 $ — Minimum principal payment — frequency Once Once Quarterly Once Minimum principal payment — commencement date December 3, 2022 September 3, 2024 September 30, 2024 September 3, 2026 1 The interest rate margin for the 2021 Term Loan and 2021 Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2022, interest accrued at 4.757 % on the 2021 Term Loan A-2, 4.882 % on the 2021 Term Loan A-3, and 5.074 % on the 2021 Revolver. 2 The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.07 % to 0.20 %. As of December 31, 2022, commitment fees on the unused portion of the 2021 Revolver accrued at 0.100 % and outstanding letter of credit fees accrued at 1.000 %. Pursuant to the 2021 Debt Agreement, the 2021 Revolver and the 2021 Term Loans contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2021 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2021 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2021 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2021 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of December 31, 2022, the Company was in compliance with the covenants under the 2021 Debt Agreement. Borrowings under the 2021 Debt Agreement, are made by Knight-Swift Transportation Holdings Inc., and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary). July 2021 Term Loan — On July 6, 2021, Knight-Swift entered into a $ 1.2 billion term loan with Bank of America, N.A (the "July 2021 Term Loan"). The July 2021 Term Loan was incremental to, and was separate from, the 2017 Debt Agreement. The July 2021 Term Loan was fully funded on July 6, 2021 and there were no scheduled principal payments prior to its scheduled maturity in October 2022. The interest rate applicable to the July 2021 Term Loan was subject to a leverage-based grid and equaled the BSBY rate plus 1.000 % at closing. The July 2021 Term Loan was paid off and terminated using the proceeds of the 2021 Term Loans, discussed above. The July 2021 Term Loan contained similar terms to the 2017 Debt Agreement, including the financial covenants, usual and customary events of default for a facility of this nature, and certain usual and customary restrictions and covenants. 101 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED ACT Credit Agreement Prudential Notes — Through the acquisition of ACT, the Company assumed the S econd Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Capital Group ("2014 Prudential Notes"). On September 3, 2021, ACT entered into the 2021 Prudential Notes, replacing the 2014 Prudential Notes. The 2021 Prudential Notes have interest rates ranging from 4.05 % to 4.40 % and various maturity dates ranging from October 2023 through January 2028. The 2021 Prudential Notes allow ACT to borrow up to $ 125.0 million, less amounts then currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2021 Debt Agreement. As of December 31, 2022 , ACT had $ 90.7 million available under the agreement. As of December 31, 2022, the Company was in compliance with the covenants under the 2021 Prudential Notes. See Note 23 for fair value disclosures regarding the Company's debt instruments. Note 16 — Leases Lessee Disclosures Lease Cost — The components of the Company's lease cost were as follows: 2022 2021 (in thousands) Operating lease cost: Operating lease costs $ 45,560 $ 46,795 Short-term lease cost ¹ 11,296 8,426 Sublease income — ( 60 ) Rental expense 56,856 55,161 Finance lease cost: Amortization of property and equipment 50,823 37,659 Interest expense 8,489 5,232 Total finance lease cost 59,312 42,891 Total operating and finance lease costs $ 116,168 $ 98,052 1 Short-term lease cost includes leases with a term of twelve months or less, as well as month-to-month leases and variable lease costs. Lease Liability Calculation Assumptions — The assumptions underlying the calculation of the Company's right-of-use assets and corresponding lease liabilities are disclosed below. December 31, 2022 2021 Operating Finance Operating Finance Revenue equipment leases Weighted average remaining lease term 1.0 year 3.8 years 1.6 years 4.0 years Weighted average discount rate 2.3 % 2.6 % 2.3 % 1.9 % Real estate and other leases Weighted average remaining lease term 10.0 years — 12.6 years — Weighted average discount rate 2.9 % — % 3.0 % — % 102 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Maturity Analysis of Lease Liabilities (as Lessee) — Future minimum lease payments for all noncancelable leases were: December 31, 2022 Operating Finance (In thousands) 2023 $ 41,800 $ 68,901 2024 33,203 111,345 2025 26,407 99,259 2026 18,923 41,673 2027 16,466 34,693 Thereafter 81,161 83,792 Future minimum lease payments 217,960 439,663 Less: amounts representing interest ( 31,007 ) ( 36,614 ) Present value of minimum lease payments 186,953 403,049 Less: current portion ( 36,961 ) ( 58,672 ) Lease liabilities – less current portion $ 149,992 $ 344,377 Supplemental Cash Flow Lease Disclosures — The following table sets forth cash paid for amounts included in the measurement of lease liabilities: 2022 2021 (in thousands) Operating cash flows for operating leases $ 42,893 $ 48,171 Operating cash flows for finance leases 8,489 5,232 Financing cash flows for finance leases 62,093 108,186 Refer to Note 24 for information regarding the leasing transactions between the Company and its related parties. Lessor Disclosures The Company leases revenue equipment to independent contractors and other third parties under operating leases, which generally have terms between three and four years, and include renewal and purchase options. These leases also include variable charges associated with miles driven in excess of the stipulated allowable miles in the contract, which are accounted for separately and presented in the table below. Lease classification is determined based on minimum rental receipts per the agreement, including residual value guarantees, when applicable, as well as receivables due to the Company upon default or cross-default. When independent contractors default on their leases, the Company typically re-leases the equipment to other independent contractors. As such, future lease receipts reflect original leases and re-leases. The Company's leases to third parties, some of which are subleases, are generally short-term, and may include renewal options. The owned assets underlying the Company's leases as lessor primarily consist of revenue equipment. As of December 31, 2022 and 2021, the gross carrying value of such revenue equipment underlying these leases was $ 79.7 million and $ 103.2 million, respectively, and accumulated depreciation was $ 38.2 million and $ 40.0 million, respectively. Depreciation is calculated on a straight-line basis down to the residual value, as applicable, over the estimated useful life of the equipment. Depreciation expense for these assets was $ 15.9 million and $ 20.6 million for 2022 and 2021, respectively. Additionally, the Company periodically leases or subleases out real estate for use by third parties. These leases have varying terms, and may include renewal options. Management’s significant assumptions and judgments include the determination of the amount the Company expects to derive from the underlying asset at the end of the lease term, as well as whether a contract contains a lease. 103 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Lease Revenue and Rental Income — The components of the Company's lease revenue are included in "Revenue, excluding truckload and LTL fuel surcharge" and the Company's rental income is included in "Other income, net" in the consolidated statements of comprehensive income. These amounts are disclosed in the table below. 2022 2021 (in thousands) Operating lease revenue $ 168,072 $ 95,934 Variable lease revenue 1,233 1,353 Total lease revenue 1 $ 169,305 $ 97,287 Rental income 2 $ 11,296 $ 10,375 1 Represents operating revenue earned by the Company for leasing equipment to independent contractors and other third-parties. 2 Represents non-operating income earned from leasing real estate to third parties. Maturity Analysis of Future Lease Revenues (as Lessor) — Future minimum lease revenues for all noncancelable leases were: December 31, 2022 (In thousands) 2023 $ 45,599 2024 29,207 2025 17,546 2026 4,578 2027 786 Thereafter 4,137 Future minimum lease revenues $ 101,853 Refer to Note 24 for information regarding the leasing transactions between the Company and related parties. Note 17 — Defined Benefit Pension Plan Through the ACT Acquisition, the Company assumed a defined benefit pension plan covering ACT's drivers, drivers' helpers, warehousemen, warehousemen's helpers, mechanics, and mechanics' helpers. The plan provides normal retirement benefits based on years of credited service and applicable benefit units as defined by the plan. Provision is also made for early and defined retirements. The pension plan was amended such that benefit accrual and plan participation for the plan were effectively frozen as of January 1, 1997, resulting in a curtailment on that date. The net pension liability recognized is as follows: December 31, 2022 2021 (In thousands) Projected benefit obligation $ 54,412 $ 71,440 Less: fair value of plan assets 52,535 $ 70,467 Unfunded status $ 1,877 $ 973 Accrued pension liability recognized 1 $ 854 $ 973 1 The pension liability is included in "Other long-term liabilities" in the consolidated balance sheets. "Other comprehensive loss" in the consolidated statements of comprehensive income included a $ 2.7 million and $ 0.6 million loss from pension plan adjustments during 2022 and 2021, respectively. The provisions of the plan do not require compensation levels to be considered in determining the plan’s benefit obligation. As such, the accumulated benefit obligation and projected benefit obligation are the same. 104 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Other information concerning the defined benefit pension plan is summarized below: 2022 2021 (In thousands) Net periodic pension income $ 1,264 $ 1,483 Benefits paid 2,855 $ 2,981 Assumptions A weighted-average discount rate of 3.84 % and 2.53 % was used to determine benefit obligations as of December 31, 2022 and December 31, 2021, respectively. The following weighted-average assumptions were used to determine net periodic pension cost: 2022 2021 Discount rate 4.92 % 2.55 % Expected long-term rate of return on pension plan assets 6.00 % 6.00 % ACT's assumptions for the expected long-term rate of return on pension plan assets are based on a periodic review of the plan’s asset allocation over a long-term period. Expectations of returns for each asset class are based on comprehensive reviews of historical data and economic/financial market theory. The expected long-term rate of return on pension plan assets was selected from within the reasonable range of rates determined by (1) historical real returns, net of inflation, for the asset classes covered by the investment policy and (2) projections of inflation over the long-term period during which benefits are payable to plan participants. The defined benefit pension plan weighted-average asset allocations, by asset category, are as follows: 2022 2021 Asset category: Equity securities 30 % 30 % Debt securities 66 % 68 % Cash and cash equivalents 4 % 2 % Total 100 % 100 % Pension plan assets The target allocation by asset category, is as follows: 2022 2021 Asset category: Equity securities 30 % 30 % Debt securities 70 % 70 % Total 100 % 100 % The investment policy includes various guidelines and procedures designed to ensure assets are invested in a manner necessary to meet expected future benefit payments. The investment guidelines consider a broad range of economic conditions. Central to the policy are target allocation percentages (shown above) by major asset categories. The objectives of the target allocation percentages are to maintain investment portfolios that diversify risk through prudent asset allocation parameters and achieve asset returns that meet or exceed the plan’s actuarial assumptions. Refer to Note 23 for additional information regarding fair value measurements of the Company's investments. 105 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Cash flows ACT did no t contribute to the pension plan during 2022. ACT is no t expecting to recognize any net loss within "Other comprehensive loss" in the consolidated statements of comprehensive income during 2023. The following benefit payments are expected to be paid in each of the fiscal years as follows: December 31, 2022 (In thousands) 2023 3,632 2024 3,770 2025 3,870 2026 3,996 2027 4,043 2028 through 2030 20,191 Total $ 39,502 Note 18 — Purchase Commitments As of December 31, 2022, the Company had outstanding commitments to acquire revenue equipment of $ 1.0 billion in 2023 ($ 772.1 million of which were tractor commitments) and none thereafter. These purchases may be financed through any combination of operating leases, finance leases, debt, proceeds from sales of existing equipment, and cash flows from operations. As of December 31, 2022, the Company had outstanding purchase commitments to acquire facilities and non-revenue equipment of $ 55.4 million in 2023, $ 12.6 million in the two-year period 2024 through 2025 , and $ 0.9 million in the two-year period 2026 through 2027, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. Note 19 — Contingencies and Legal Proceedings Accounting Policy The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers' compensation, auto collision and liability, physical damage, and cargo damage, as well as certain class action litigation in which plaintiffs allege failure to provide meal and rest breaks, unpaid wages, unauthorized deductions, and other items. The Company accrues for the uninsured portion of claims losses and the gross amount of other losses when the likelihood of the loss is probable and the amount of the loss is reasonably estimable. These accruals are based on management's best estimate within a possible range of loss. When there is no amount within the range of loss that appears to be a better estimate than any other amount, then management accrues to the low end of the range. Legal fees are expensed as incurred. When it is reasonably possible that exposure exists in excess of the related accrual (which could be no accrual), management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined (because, among other reasons, (1) the proceedings are in various stages that do not allow for assessment; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals; and/or (5) there are significant factual issues to be resolved). If the likelihood of a loss is remote, the Company does not accrue for the loss. However, if the likelihood of a loss is remote, but it is at least reasonably possible that one or more future confirming events may materially change management's estimate within twelve months from the date of the financial statements, management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. Legal Proceedings Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with pending legal matters that may be material to the Company. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company has made accruals with respect to its legal matters where appropriate, which are included in 106 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED "Accrued liabilities" in the consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $ 11.0 million and $ 18.1 million relating to the Company's outstanding legal proceedings as of December 31, 2022 and 2021, respectively. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS California Wage, Meal, and Rest Class Actions The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in John Burnell 1 Swift Transportation Co., Inc March 22, 2010 United States District Court for the Central District of California James R. Rudsell 1 Swift Transportation Co. of Arizona, LLC and Swift Transportation Company April 5, 2012 United States District Court for the Central District of California Recent Developments and Current Status In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. Two objectors appealed the court's decision granting final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of December 31, 2022. INDEPENDENT CONTRACTOR MATTERS Ninth Circuit Independent Contractor Misclassification Class Action The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood 1 Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew December 22, 2009 United States District Court of Arizona and Ninth Circuit Court of Appeals Recent Developments and Current Status In January 2020, the court granted final approval of the settlement in this matter. In March 2020, the Company paid the settlement amount approved by the court. As of December 31, 2022, the Company has accrued for anticipated costs associated with finalizing this matter. 1 Individually and on behalf of all others similarly situated. Other Environmental The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of the normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil, or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of December 31, 2022, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $ 1.3 million in the aggregate for all current and prior year claims. 107 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 20 — Share Repurchase Plans On November 30, 2020, the Company announced that the Board approved the repurchase of up to $ 250.0 million worth of the Company's outstanding common stock (the "2020 Knight-Swift Share Repurchase Plan"). With the adoption of the 2020 Knight-Swift Share Repurchase Plan, the Company terminated the 2019 Knight-Swift Share Repurchase Plan. There was approximately $ 54.1 million of authorized purchases remaining under the 2019 Knight-Swift Share Repurchase Plan upon termination. On April 25, 2022, the Company announced that the Board approved the repurchase of up to $ 350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan"). With the adoption of the 2022 Knight-Swift Share Repurchase Plan, the Company terminated the 2020 Knight-Swift Share Repurchase Plan, which had approximately $ 42.8 million of authorized purchases remaining upon termination. The following table presents the Company's repurchases of its common stock under the respective share repurchase plans, excluding advisory fees: Share Repurchase Plan 2022 2021 Board Approval Date Authorized Amount Shares Amount Shares Amount (in thousands) November 24, 2020 1 $ 250,000 2,821 149,982 1,377 57,175 April 19, 2022 2 $ 350,000 3,180 149,959 — — 6,001 $ 299,941 1,377 $ 57,175 1 $ 192.8 million remained available under the 2020 Knight-Swift Share Repurchase Plan as of December 31, 2021. 2 $ 200.0 million remained available under the 2022 Knight-Swift Share Repurchase Plan as of December 31, 2022. Note 21 — Stock-based Compensation Compensatory Stock Plans Before the 2017 Merger, Knight and Swift granted stock-based awards under their respective stock-based compensation plans, discussed below. 2014 Stock Plan — Currently, the 2014 Stock Plan, as amended and restated, is the Company’s only compensatory stock-based incentive plan. The previous 2014 stock plan replaced Swift's 2007 Omnibus Incentive Plan when it was adopted by Swift's board of directors in March 2014 and then approved by the Swift stockholders in May 2014. The previous 2014 stock plan was amended and restated to rename the plan and for other administrative changes relating to the 2017 Merger. The 2014 Stock Plan was again amended and restated in 2020 to increase the number of shares of common stock available for issuance and extended the term of the 2014 Stock Plan, as well as to amend certain provisions to comply with best practices. Other terms of the 2014 Stock Plan, as amended and restated, remain substantially the same as the previous 2014 stock plan and first amended and restated stock plan. The 2014 Stock Plan, as amended and restated, permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors. As of December 31, 2022, the aggregate number of shares remaining available under the 2014 Stock Plan was approximately 4.3 million. Legacy Plans — In connection with the 2017 Merger, the registered securities under the Knight Amended and Restated 2003 Stock Option Plan, the Knight 2012 Equity Compensation Plan, the Knight Amended and Restated 2015 Omnibus Incentive Plan, and the Swift 2007 Omnibus Incentive Plan (collectively, the "Legacy Plans") were deregistered. As such, no future awards may be granted under these Legacy Plans. Outstanding awards granted under the Legacy Plans were assumed by Knight-Swift and continue to be governed by such Legacy Plans until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated. See Note 2 regarding the Company's accounting policy for stock-based compensation. 108 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Stock-based Compensation Expense Stock-based compensation expense, net of forfeitures, which is included in "Salaries, wages, and benefits" in the consolidated statements of comprehensive income is comprised of the following: 2022 2021 2020 (In thousands) Stock options $ — $ 232 $ 567 Restricted stock units 21,091 18,190 13,496 Performance units 12,837 15,073 5,576 Stock-based compensation expense – equity awards $ 33,928 $ 33,495 $ 19,639 Stock-based compensation (benefit) expense – liability awards 1 — ( 5,364 ) 6,955 Total stock-based compensation expense, net of forfeitures $ 33,928 $ 28,131 $ 26,594 Income tax benefit 2 $ 4,201 $ 8,357 $ 4,949 1 Includes awards granted to executive management that, per the original agreement, would ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units). During 2021, the Company amended the agreements for outstanding awards to ultimately settle in shares after each requisite service period. 2 The income tax benefit is calculated by applying the statutory tax rate to stock-based compensation expense for equity awards, as the expense associated with liability awards is not tax deductible. Unrecognized Stock-based Compensation Expense The following table presents the total unrecognized stock-based compensation expense and the expected weighted average period over which these expenses will be recognized: December 31, 2022 Expense Weighted Average Period (In thousands) (In years) Equity awards – Restricted stock units 49,496 2.1 Equity awards – Performance units 15,254 2.4 Total unrecognized stock-based compensation expense $ 64,750 2.2 Stock Award Grants 2022 2021 2020 Restricted stock units 534,307 562,021 722,499 Performance units 118,520 112,690 146,036 Total stock awards granted 652,827 674,711 868,535 109 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Stock Options Stock options are the contingent right of award holders to purchase shares of the Company's common stock at a stated price for a limited time. The exercise price of options granted equals the fair value of the Company's common stock determined by the closing price of the Company's common stock quoted on the NYSE on the grant date. Most stock options granted by the Company cannot be exercised until at least one year after the grant date and have a five to ten-year contractual term. Stock options are generally forfeited upon termination of employment for reasons other than death, disability, or retirement. A summary of 2022 stock option activity follows: Stock options outstanding: Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value 1 (In years) (In thousands) Stock options outstanding at December 31, 2021 85,007 $ 31.95 0.6 $ 2,464 Granted — — Exercised ( 76,900 ) 32.65 Expired ( 1,294 ) 33.35 Forfeited — — Stock options outstanding at December 31, 2022 6,813 $ 23.85 0.4 $ 193 Aggregate number of stock options expected to vest at a future date as of December 31, 2022 — $ — 0.0 $ — Exercisable at December 31, 2022 6,813 $ 23.85 0.4 $ 193 1 The aggregate intrinsic value was computed using the closing share price on December 31, 2022 of $ 52.41 and on December 31, 2021 of $ 60.94 , as applicable. The following table summarizes stock option exercise information for the years presented: Stock option exercises 2022 2021 2020 (In thousands, except share data) Number of stock options exercised 76,900 207,242 382,254 Intrinsic value of stock options exercised $ 1,297 $ 4,120 $ 4,929 Cash received upon exercise of stock options $ 2,511 $ 5,924 $ 10,199 Income tax benefit $ 63 $ 1,304 $ 1,029 The total fair value of the shares vested during 2021 and 2020 was $ 0.6 million and $ 1.0 million, respectively. Restricted Stock Units A restricted stock unit represents a right to receive a common share of stock when the unit vests. Restricted stock unit recipients do not have voting rights with respect to the shares underlying unvested awards. Employees generally forfeit their units if their employment terminates before the vesting date, with the exception of death, disability or retirement. The following table is a rollforward of unvested restricted stock units: Unvested restricted stock units: Number of Awards Weighted Average Fair Value 1 Unvested restricted stock units at December 31, 2021 1,709,761 $ 39.81 Granted 534,307 45.93 Vested 2 ( 522,497 ) 35.98 Forfeited ( 65,871 ) 43.09 Unvested restricted stock units at December 31, 2022 1,655,700 $ 42.86 1 The fair value of each restricted stock unit is based on the closing market price on the grant date. 2 Includes 195,274 shares withheld for taxes which were excluded from the "Common stock issued to employees" activity within the consolidated statements of stockholders' equity. 110 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Performance Units The Company issues performance units to select key employees, that may be earned based on achieving performance targets approved by the compensation committee annually. The initial award is subject to an adjustment determined by the Company's performance achieved over a three-year performance period when compared to the objective performance standards adopted by the compensation committee. Furthermore, the performance units have additional service requirements subsequent to the achievement of the performance targets. Performance units do not earn dividend equivalents. The following table is a rollforward of unvested performance units: Unvested performance units: Shares Weighted Average Fair Value Unvested performance units at December 31, 2021 571,604 $ 44.22 Granted 118,520 $ 57.78 Shares earned above target 242,321 $ 38.17 Vested 1 ( 403,867 ) $ 38.17 Unvested performance units at December 31, 2022 2 528,578 $ 49.11 1 Includes 184,297 shares withheld for taxes which were excluded from the "Common stock issued to employees" activity within the consolidated statements of stockholders' equity. 2 The performance measurement period for performance units granted in 2019 is January 1, 2020 to December 31, 2022 (three full calendar years). The performance measurement period for performance units granted in 2020 is January 1, 2021 to December 31, 2023 (three full calendar years). The performance measurement period for units granted in 2021 is January 1, 2022 to December 31, 2024 (three full calendar years). All performance units will vest one month following the expiration of the performance measurement period. The performance measurement period for units granted in 2022 is January 1, 2023 to December 31, 2025 (three full calendar years). All performance units will vest one month following the expiration of the performance measurement period. The following table presents the weighted average assumptions used in the fair value computation for performance units: Performance unit fair value assumptions: 2022 2021 2020 Dividend yield 1 0.87 % 0.67 % 0.78 % Expected volatility 2 33.11 % 36.00 % 37.99 % Average peer volatility 2 38.22 % 35.49 % 35.62 % Average peer correlation coefficient 3 0.61 0.60 0.59 Risk-free interest rate 4 4.07 % 0.92 % 0.20 % Expected term (in years) 5 3.1 3.1 3.1 Weighted-average fair value of performance units granted $ 57.78 $ 60.55 $ 42.41 1 The dividend yield, used to project stock price to the end of the performance period, is based on the Company's historical experience and future expectation of dividend payouts. Total stockholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield. 2 Management (or peer company) estimated volatility using the Company's (or peer company's) historical share price performance over the remaining performance period as of the grant date. 3 The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions. 4 The risk-free interest rate assumption is based on US Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award. 5 Since the Monte Carlo Simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the performance units was assumed to be the period from the grant date to the end of the performance period. 111 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Non-compensatory Stock Plan: ESPP The Company's 2012 ESPP is administered by the Company, is intended to qualify under Section 423 of the Internal Revenue Code, and is considered noncompensatory. Pursuant to the 2012 ESPP, the Company is authorized to issue up to 1.4 million shares of its common stock to eligible employees who participate in the plan. Employees are eligible to participate in the 2012 ESPP following at least 90 days of employment with the Company or any of its participating subsidiaries. Under the terms of the 2012 ESPP, eligible employees may elect to purchase common stock through payroll deductions, not to exceed 15 % of their gross cash compensation. The purchase price of the common stock is 95 % of the common stock's fair market value quoted on the NYSE on the last trading day of each offering period. There are four three-month offering periods corresponding to the calendar quarters. Each eligible employee is restricted to purchasing a maximum of $ 6,250 of common stock during an offering period, determined by the fair market value of the common stock as of the last day of the offering period, and $ 25,000 of common stock during a calendar year. Officers or employees who own 5 % or more of the total voting power or value of common stock are restricted from participating in the 2012 ESPP. The plan was amended effective January 1, 2019 to align with new federal tax legislation that lifted the restriction on contributing to the ESPP if the participant had a hardship withdrawal on the 401(k) plan. In 2022, the Company issued approximately 84,000 shares under the 2012 ESPP at a weighted average discounted price per share of $ 48.02 . As of December 31, 2022, the Company is authorized to issue an additional 0.9 million shares under the 2012 ESPP. Note 22 — Weighted Average Shares Outstanding Earnings per share, basic and diluted, as presented in the consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period. The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: 2022 2021 2020 (In thousands) Basic weighted average common shares outstanding 162,260 165,860 169,711 Dilutive effect of equity awards 951 1,200 838 Diluted weighted average common shares outstanding 163,211 167,060 170,549 Anti-dilutive shares excluded from earnings per diluted share 1 335 208 63 1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock. Note 23 — Fair Value Measurement ASC 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of December 31, 2022 and 2021, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different. The estimated fair values of the Company's financial instruments represent management's best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects management's own judgments about the 112 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances. The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument. Restricted Investments, Held-to-Maturity — The estimated fair value of the Company's restricted investments is based on quoted prices in active markets that are readily and regularly obtainable. See Note 5 for additional investments disclosures regarding restricted investments, held-to-maturity. Convertible Notes — The estimated fair value of the Company's convertible note is based on probability weighted discounted cash flow analysis of the corresponding pay-off/redemption. Equity Method Investments — The estimated fair value of the Company's equity method investments are privately negotiated investments. The carrying amount of these investments approximates the fair value. Equity Securities — The estimated fair value of the Company's investments in equity securities is based on quoted prices in active markets that are readily and regularly obtainable. Pension Plan Assets — The estimated fair value of ACT's pension plan assets are based on quoted prices in active markets that are readily and regularly obtainable. Debt Instruments and Leases — For notes payable under the 2021 Revolver, the 2021 Term Loans, the 2021 Prudential Notes, the 2017 Revolver, and the 2017 Term Loan, fair value approximates the carrying value due to the variable interest rate. The carrying values of the 2022 RSA and 2021 RSA approximate fair value, as the underlying receivables are short-term in nature and only eligible receivables (such as those with high credit ratings) are qualified to secure the borrowed amounts. For finance and operating lease liabilities, the carrying value approximates the fair value, as the Company's finance and operating lease liabilities are structured to amortize in a manner similar to the depreciation of the underlying assets. Contingent Consideration — The estimated fair value of the Company's contingent consideration owed to sellers is calculated using applicable models and inputs for each acquired entity. Other — Cash and cash equivalents, restricted cash, net accounts receivable, income tax refund receivable, and accounts payable represent financial instruments for which the carrying amount approximates fair value, as they are short-term in nature. These instruments are accordingly excluded from the disclosures below. All remaining balance sheet amounts excluded from the below are not considered financial instruments, subject to this disclosure. Fair Value Hierarchy — ASC 820 establishes a framework for measuring fair value in accordance with GAAP and expands financial statement disclosure requirements for fair value measurements. ASC 820 further specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy follows: • Level 1 — Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. • Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. • Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company's own assumptions about the assumptions that market participants would use in pricing an asset or liability. 113 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities: December 31, 2022 December 31, 2021 Consolidated Balance Sheets Caption Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Financial Assets: Restricted investments, held-to-maturity 1 Restricted investments, held-to-maturity, amortized cost $ 7,175 $ 7,130 $ 5,866 $ 5,859 Equity method investments Other long-term assets 103,517 103,517 75,769 75,769 Investments in equity securities Other long-term assets 1,668 1,668 74,201 74,201 Convertible note Other long-term assets 11,341 11,341 10,141 10,141 Financial Liabilities: 2021 Term Loan A-1, due December 2022 2 Long-term debt – less current portion — — 199,676 200,000 2021 Term Loan A-2, due September, 2024 2 Long-term debt – less current portion 199,755 200,000 199,607 200,000 2021 Term Loan A-3, due September 2026 2 Long-term debt – less current portion 798,705 800,000 798,352 800,000 2021 Revolver, due September 2026 Revolving line of credit 43,000 43,000 260,000 260,000 2021 Prudential Notes 3 Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion 35,960 36,014 47,265 47,354 2022 RSA, due October 2025 4 Accounts receivable securitization – less current portion 418,561 419,000 — — Contingent consideration Accrued liabilities, Other long-term liabilities 4,217 4,217 13,100 13,100 2021 RSA, due April 2024 5 Accounts receivable securitization – less current portion — — 278,483 279,000 1 Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. 2 As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 are net of $ 0.2 million and $ 1.3 million in deferred loan costs, respectively. As of December 31, 2021, the carrying amounts of the 2021 Term Loan A-1, 2021 Term Loan A-2, and 2021 Term Loan A-3 are net of $ 0.3 million, $ 0.4 million, and $ 1.6 million in deferred loan costs, respectively. 3 As of December 31, 2022, the carrying amount of the 2021 Prudential Notes is net of $ 0.1 million in deferred loan costs and $ 1.7 million in fair value adjustments. As of December 31, 2021 , the carrying amount of the 2021 Prudential Notes is net of $ 0.1 million in deferred loan costs and $ 2.4 million in fair value adjustments. 4 The carrying amount of the 2022 RSA is net of $ 0.4 million in deferred loan costs as of December 31, 2022. 5 The carrying amount of the 2021 RSA is net of $ 0.5 million in deferred loan costs as of December 31, 2021 . 114 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Recurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a recurring basis as of December 31, 2022 and 2021: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Unrealized Gain (Loss) Position (In thousands) As of December 31, 2022 Convertible notes 1 $ 11,341 $ — $ — $ 11,341 $ 1,341 Investments in equity securities 2 1,668 1,668 — — ( 50,918 ) As of December 31, 2021 Convertible notes 1 10,141 — — 10,141 141 Investments in equity securities 2 74,201 74,201 — — 14,456 1 Convertible notes — The consolidated statements of comprehensive income include the fair value activities from the Company's convertible notes within "Other (expenses) income, net". The estimated fair value is based on probability-weighted discounted cash flow analysis of the corresponding pay-off/redemption. During 2022, the Company recognized $ 1.2 million of unrealized gains associated with the $ 10.0 million face value convertible note, discussed above. During 2021, the Company recognized an unrealized gain on its convertible note with Embark of $ 12.6 million. 2 Investments in equity securities — The consolidated statements of comprehensive income include the fair value activities from the Company's investments in equity securities within "Other (expenses) income, net". The estimated fair value is based on quoted prices in active markets that are readily and regularly obtainable. During 2022, the Company recognized a loss of $ 52.6 million, which consisted of $ 64.0 million in unrealized losses, primarily from mark-to-market adjustments of the Company's investment in Embark. This was partially offset by $ 11.4 million in realized gains from the Company's other investments in equity securities. During 2021, the Company recognized an $ 16.4 million gain from its investments in equity securities, which consisted of $ 10.9 million in unrealized gains and $ 5.5 million in realized gains from its other equity investments. Recurring Fair Value Measurements (Liabilities) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of December 31, 2022 and 2021. Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of December 31, 2022 Contingent consideration 1 $ 4,217 $ — $ — $ 4,217 $ — As of December 31, 2021 Contingent consideration 1 13,100 — — 13,100 — 1 The Company did no t recognize any gains (losses) during 2022 and 2021 related to the revaluation of these liabilities. Refer to Note 4 for information regarding the components of these liabilities. 115 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Nonrecurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of assets measured on a nonrecurring basis as of December 31, 2022 and 2021: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Loss (In thousands) As of December 31, 2022 Buildings 1 $ — $ — $ — $ — $ ( 810 ) As of December 31, 2021 Equipment 2 — — — — ( 299 ) 1 Reflects the non-cash impairment of building improvements (within the non-reportable segments). 2 Reflects the non-cash impairment of certain revenue equipment held for sale (within the non-reportable segments and the Truckload segment). Nonrecurring Fair Value Measurements (Liabilities) — As of December 31, 2022 and 2021 there were no liabilities included in the Company's consolidated balance sheets at estimated fair value that were measured on a nonrecurring basis. Fair Value of Pension Plan Assets — The following table sets forth the level within the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of these assets and their placement within the fair value hierarchy levels. Fair Value Measurements at Reporting Date Using: Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of December 31, 2022 US equity funds $ 10,901 $ 10,901 $ — $ — International equity funds 4,828 4,828 — — Fixed income funds 34,728 34,728 — — Cash and cash equivalents 2,078 2,078 — — Total pension plan assets $ 52,535 $ 52,535 $ — $ — As of December 31, 2021 US equity funds $ 14,877 $ 14,877 $ — $ — International equity funds 6,304 6,304 — — Fixed income funds 47,873 47,873 — — Cash and cash equivalents 1,413 1,413 — — Total pension plan assets $ 70,467 $ 70,467 $ — $ — 116 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 24 — Related Party Transactions The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: 2022 2021 2020 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Freight Services: Central Freight Lines 1 $ — $ — $ — $ — $ 7,837 $ — SME Industries 1 — — — — 56 — Total $ — $ — $ — $ — $ 7,893 $ — Facility and Equipment Leases: Central Freight Lines 1 $ — $ — $ — $ — $ 48 $ 277 Certain affiliates 1 — 284 — 311 11 229 Total $ — $ 284 $ — $ 311 $ 59 $ 506 Other Services: Central Freight Lines 1 $ — $ — $ — $ — $ 427 $ — DPF Mobile 1 — — — — — 33 Certain affiliates 1 94 35 31 35 15 35 Total $ 94 $ 35 $ 31 $ 35 $ 442 $ 68 1 Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, and DPF Mobile. "Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Board prior to completing transactions. Transactions with these entities generally include freight services, facility and equipment leases, equipment sales, and other services. • Freight Services Provided by Knight-Swift — The Company charges each of these companies for transportation services. • Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. During the quarter ended September 30, 2020, the ownership percentage of Jerry Moyes and related affiliates fell below the threshold requiring related party disclosure. The amounts included in this Note 24 pertain to transactions that occurred prior to the date that the ownership percentage changed. Receivables and payables pertaining to related party transactions were: December 31, 2022 December 31, 2021 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 24 39 14 44 Total $ 24 $ 39 $ 14 $ 44 117 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 25 — Information by Segment, Geography, and Customer Concentration Segment Information The Company has four reportable segments: Truckload, LTL, Logistics, and Intermodal, as well as the non-reportable segments, discussed below. Based on how economic factors affect the nature, amount, timing, and uncertainty of revenue or cash flows, the Company disaggregates revenues by reportable segment for the purposes of applying the ASC 606 guidance. The Company's twenty-four operating segments are structured around the types of transportation service offerings provided to our customers, as well as the equipment utilized. In addition, the operating segments may be further distinguished by the Company’s respective brands. The Company aggregated these various operating segments into the four reportable segments discussed below based on similarities with both their qualitative and economic characteristics. Truckload The Truckload reportable segment is comprised of nine full truckload operating segments that provide similar transportation services to the Company's customers utilizing similar transportation equipment over both irregular (one-way movement) and/or dedicated routes. The Truckload reportable segment consists of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations. LTL Our LTL segment, established in 2021 through the ACT and MME acquisitions, is comprised of two operating segments and provides our customers with regional LTL transportation services through a network of approximately 110 service centers in the Company's geographical footprint. The Company's LTL service also includes national coverage to customers by utilizing partner carriers for areas outside of the Company's direct network. Logistics The Logistics reportable segment is comprised of four logistics operating segments that provide similar transportation services to the Company's customers and primarily consist of brokerage and other freight management services utilizing third-party transportation providers and their equipment. Intermodal The Intermodal reportable segment is comprised of two intermodal operating segments that provide similar transportation services to the Company's customers. These transportation services include arranging the movement of customers' freight through third-party intermodal rail services on the Company’s trailing equipment (containers and trailers on flat cars), as well as drayage services to transport loads between the railheads and customer locations. Non-reportable The non-reportable segments include seven operating segments that consist of support services provided to the Company's customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions). Intersegment Eliminations Certain operating segments provide transportation and related services for other affiliates outside their segments. For certain operating segments, such services are billed at cost, and no profit is earned. For the other operating segments, revenues for such services are based on negotiated rates, and are reflected as revenues of the billing segment. These rates are adjusted from time to time, based on market conditions. Such intersegment revenues and expenses are eliminated in Knight-Swift's consolidated results. 118 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The following tables present the Company's financial information by segment: 2022 2021 2020 Total revenue: (Dollars in thousands) Truckload $ 4,531,115 61.0 % $ 4,098,005 68.3 % $ 3,786,030 81.0 % LTL $ 1,069,554 14.4 % $ 396,308 6.6 % $ — — % Logistics $ 920,707 12.4 % $ 817,003 13.6 % $ 375,841 8.0 % Intermodal $ 485,786 6.5 % $ 458,867 7.7 % $ 391,462 8.4 % Subtotal $ 7,007,162 94.3 % $ 5,770,183 96.2 % $ 4,553,333 97.4 % Non-reportable segments $ 516,735 7.0 % $ 306,414 5.1 % $ 188,882 4.0 % Intersegment eliminations $ ( 95,315 ) ( 1.3 %) $ ( 78,578 ) ( 1.3 %) $ ( 68,352 ) ( 1.4 %) Total revenue $ 7,428,582 100.0 % $ 5,998,019 100.0 % $ 4,673,863 100.0 % 2022 2021 2020 Operating income (loss): (Dollars in thousands) Truckload $ 746,581 68.4 % $ 784,436 81.2 % $ 578,512 102.5 % LTL $ 126,609 11.6 % $ 31,169 3.2 % $ — — % Logistics $ 133,942 12.3 % $ 93,920 9.7 % $ 20,245 3.6 % Intermodal $ 48,167 4.4 % $ 42,060 4.4 % $ ( 943 ) ( 0.2 %) Subtotal $ 1,055,299 96.7 % $ 951,585 98.5 % $ 597,814 105.9 % Non-reportable segments $ 36,529 3.3 % $ 14,112 1.5 % $ ( 33,376 ) ( 5.9 %) Operating income $ 1,091,828 100.0 % $ 965,697 100.0 % $ 564,438 100.0 % 2022 2021 2020 Depreciation and amortization of property and equipment: (Dollars in thousands) Truckload $ 453,562 76.2 % $ 422,558 80.9 % $ 390,417 84.7 % LTL $ 61,819 10.4 % $ 24,844 4.8 % $ — — % Logistics $ 2,407 0.4 % $ 1,357 0.3 % $ 829 0.2 % Intermodal $ 16,727 2.8 % $ 15,345 2.9 % $ 14,377 3.1 % Subtotal $ 534,515 89.8 % $ 464,104 88.9 % $ 405,623 88.0 % Non-reportable segments $ 60,466 10.2 % $ 58,492 11.1 % $ 55,152 12.0 % Depreciation and amortization of property and equipment $ 594,981 100.0 % $ 522,596 100.0 % $ 460,775 100.0 % Geographical Information In aggregate, operating revenue from the Company's foreign operations was less than 5.0 % of consolidated total revenue for each of 2022, 2021, and 2020. Additionally, long-lived assets on the balance sheets of the Company's foreign subsidiaries were less than 5.0 % of consolidated "Total assets" as of December 31, 2022 and 2021. Customer Concentration Services provided to the Company's largest customer generated 13.1 %, 16.1 %, and 16.8 % of total revenue in 2022, 2021, and 2020, respectively. Revenue generated by the Company's largest customer is reported in each of our reportable operating segments. No other customer accounted for 10.0 % or more of total revenue in 2022, 2021 , or 2020 . 119 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.