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, 2023 and 2022 and for the years ended December 31, 2023 , 2022, and 2021, 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 ] 75 Consolidated balance sheets as of December 31, 2023 and 2023 78 Consolidated statements of comprehensive income for the years ended December 31, 2023, 2022, and 2021 79 Consolidated statements of stockholders’ equity for the years ended December 31, 2023, 2022, and, 2021 80 Consolidated statements of cash flows for the years ended December 31, 2023, 2022, and, 2021 81 Notes to Consolidated Financial Statements Note 1 Introduction and Basis of Presentation 83 Note 2 Summary of Significant Accounting Policies 84 Note 3 Recently Issued Accounting Pronouncements 91 Note 4 Acquisitions 93 Note 5 Investments 95 Note 6 Equity Investments 96 Note 7 Trade Receivables, net 98 Note 8 Notes Receivable, net 98 Note 9 Assets Held for Sale 99 Note 10 Goodwill and Other Intangible Assets 99 Note 11 Accrued Payroll and Purchased Transportation and Accrued Liabilities 100 Note 12 Claims Accruals 101 Note 13 Income Taxes 102 Note 14 Accounts Receivable Securitization 104 Note 15 Debt and Financing 105 Note 16 Leases 108 Note 17 Defined Benefit Pension Plan 110 Note 18 Purchase Commitments 111 Note 19 Contingencies and Legal Proceedings 112 Note 20 Share Repurchase Plans 115 Note 21 Stock-based Compensation 115 Note 22 Weighted Average Shares Outstanding 119 Note 23 Fair Value Measurement 119 Note 24 Related Party Transactions 123 Note 25 Information by Segment, Geography, and Customer Concentration 124 74 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, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 22, 2024 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 matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Swift and U.S. Xpress auto liability claims accrual As described further 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 the Swift and U.S. Xpress auto liability claims accrual, which are subject to certain self-insured retention limits, as a critical audit matter. Auto liability unpaid claim liabilities are determined by 75 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 principal considerations for assessing the auto liability 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 Swift 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 accrual, including evaluating the reasonableness of the methods and certain 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. Customer relationships and tradename acquired with the U.S. Xpress acquisition As described further in footnote 4 to the financial statements, on July 1, 2023, the Company acquired all of the issued and outstanding shares of U.S. Xpress. The total purchase price consideration was $630 million, which $348 million was allocated to separately identified intangible assets, including customer relationships of $184.5 million and tradenames of $163.5 million. The determination of the fair value of the customer relationships and tradename requires management to make significant estimates and assumptions related to forecasts of future revenues, expenses, and the discount and royalty rates applied. We identified the fair value assigned to the customer relationships and tradename on the acquisition date as a critical audit matter. The principal consideration for our determination that the acquisition date fair value of customer relationships and tradename is a critical audit matter is that management utilized significant judgment when estimating the fair value assigned to the acquired intangibles. In turn, auditing management’s judgments regarding the assigned fair value involved a high degree of subjectivity due to the estimation uncertainty of management’s significant judgments. Our audit procedures related to this critical audit matter included the following, among others: • We tested the operating effectiveness of controls relating to the determination of fair value. • We tested management’s process for determining the fair value of the acquired intangibles. This included evaluating the appropriateness of the valuation method. • We evaluated the reasonableness of management’s significant assumptions, which included forecasted revenues and expenses. We tested whether these forecasts were reasonable and consistent with historical performance and third-party market data, as applicable. • We tested the reasonableness of the Company’s discount rates and royalty rate applied to the present value of the estimated future cash flows models with the assistance of valuation specialists. Third-party auto liability carrier claims reserves As described further in footnote 12 to the financial statements, the Company assumes premiums under a reinsurance agreement covering auto liability coverage for individual members of an independent carrier safety association. The per occurrence limit assumed for auto liability is $1.0 million. 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 claim liabilities may differ from the Company’s reserve estimates due to legal costs, claims that have been incurred but not reported, 76 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 the Company’s third-party auto liability carrier claims reserves as a critical audit matter. 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 principal considerations for assessing the third-party auto liability carrier claims reserves 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 the third-party auto liability carrier claims reserves, including the completeness and accuracy of claim expenses and payments. • We tested management’s process for determining the third-party auto liability carrier claims reserves, including evaluating the reasonableness of the methods and certain 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 22, 2024 77 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Balance Sheets December 31, 2023 2022 ASSETS (In thousands, except per share data) Current assets: Cash and cash equivalents $ 168,545 $ 196,770 Cash and cash equivalents – restricted 297,275 185,792 Restricted investments, held-to-maturity, amortized cost 530 7,175 Trade receivables, net of allowance for doubtful accounts of $ 39,458 and $ 22,980 , respectively 888,603 842,294 Contract balance – revenue in transit 12,246 15,859 Prepaid expenses 148,696 108,081 Assets held for sale 83,366 40,602 Income tax receivable 65,815 58,974 Other current assets 43,939 38,025 Total current assets 1,709,015 1,493,572 Property and equipment: Revenue equipment 5,154,593 4,429,117 Land and land improvements 426,635 376,552 Buildings and building improvements 861,194 726,424 Furniture and fixtures 156,911 131,886 Shop and service equipment 84,049 59,817 Leasehold improvements 37,228 16,587 Gross property and equipment 6,720,610 5,740,383 Less: accumulated depreciation and amortization ( 2,104,211 ) ( 1,905,340 ) Property and equipment, net 4,616,399 3,835,043 Operating lease right-of-use-assets 484,821 192,358 Goodwill 3,848,798 3,519,339 Intangible assets, net 2,058,882 1,776,569 Other long-term assets 152,850 134,785 Total assets $ 12,870,765 $ 10,951,666 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 355,173 $ 220,849 Accrued payroll and purchased transportation 164,884 171,381 Accrued liabilities 220,350 81,528 Claims accruals – current portion 480,200 311,822 Finance lease liabilities and long-term debt – current portion 459,759 71,466 Operating lease liabilities – current portion 144,921 36,961 Total current liabilities 1,825,287 894,007 Revolving line of credit 67,000 43,000 Long-term debt – less current portion 1,223,021 1,024,668 Finance lease liabilities – less current portion 407,150 344,377 Operating lease liabilities – less current portion 371,407 149,992 Accounts receivable securitization 526,508 418,561 Claims accruals – less current portion 315,476 201,838 Deferred tax liabilities 951,749 907,893 Other long-term liabilities 79,086 12,049 Total liabilities 5,766,684 3,996,385 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; 161,385 and 160,706 shares issued and outstanding as of December 31, 2023 and 2022, respectively. 1,613 1,607 Additional paid-in capital 4,426,852 4,392,266 Accumulated other comprehensive loss ( 830 ) ( 2,436 ) Retained earnings 2,659,755 2,553,567 Total Knight-Swift stockholders' equity 7,087,390 6,945,004 Noncontrolling interest 16,691 10,277 Total stockholders’ equity 7,104,081 6,955,281 Total liabilities and stockholders’ equity $ 12,870,765 $ 10,951,666 See accompanying notes to consolidated financial statements. 78 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Comprehensive Income 2023 2022 2021 (In thousands, except per share data) Revenue: Revenue, excluding truckload and LTL fuel surcharge $ 6,308,169 $ 6,508,165 $ 5,531,890 Truckload and LTL fuel surcharge 833,597 920,417 466,129 Total revenue 7,141,766 7,428,582 5,998,019 Operating expenses: Salaries, wages, and benefits 2,479,759 2,173,933 1,771,772 Fuel 878,407 895,603 546,256 Operations and maintenance 473,491 422,872 313,505 Insurance and claims 609,536 455,918 275,378 Operating taxes and licenses 117,024 111,197 98,784 Communications 29,661 23,656 22,486 Depreciation and amortization of property and equipment 664,962 594,981 522,596 Amortization of intangibles 70,138 64,843 55,299 Rental expense 130,269 56,856 55,161 Purchased transportation 1,190,836 1,444,937 1,320,888 Impairments 2,236 810 299 Miscellaneous operating expenses 157,294 91,148 49,898 Total operating expenses 6,803,613 6,336,754 5,032,322 Operating income 338,153 1,091,828 965,697 Other (expenses) income: Interest income 21,577 5,439 1,173 Interest expense ( 127,100 ) ( 50,803 ) ( 21,140 ) Other income (expenses), net 37,659 ( 25,958 ) 28,905 Total other (expenses) income, net ( 67,864 ) ( 71,322 ) 8,938 Income before income taxes 270,289 1,020,506 974,635 Income tax expense 54,768 249,388 230,887 Net income 215,521 771,118 743,748 Net loss (income) attributable to noncontrolling interest 1,628 207 ( 360 ) Net income attributable to Knight-Swift $ 217,149 $ 771,325 $ 743,388 Other comprehensive income (loss) 1,606 ( 1,873 ) ( 563 ) Comprehensive income $ 218,755 $ 769,452 $ 742,825 Earnings per share: Basic $ 1.35 $ 4.75 $ 4.48 Diluted $ 1.34 $ 4.73 $ 4.45 Dividends declared per share: $ 0.56 $ 0.48 $ 0.38 Weighted average shares outstanding: Basic 161,188 162,260 165,860 Diluted 161,826 163,211 167,060 See accompanying notes to consolidated financial statements. 79 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 Income (Loss) Total Knight-Swift Stockholders' Equity Noncontrolling Interest Total Stockholders’ Equity Shares Par Value (In thousands, except per share data) 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 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 ) 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 Common stock issued to employees 582 5 158 163 163 Common stock issued to the Board 18 — 977 977 977 U.S. Xpress assumed equity awards 1,462 1,462 1,462 Common stock issued under ESPP 79 1 4,067 4,068 4,068 Shares withheld – RSU settlement ( 19,932 ) ( 19,932 ) ( 19,932 ) Employee stock-based compensation expense 27,922 27,922 27,922 Cash dividends paid and dividends accrued ($ 0.56 per share) ( 91,029 ) ( 91,029 ) ( 91,029 ) Net income 217,149 217,149 ( 1,628 ) 215,521 Other comprehensive income 1,606 1,606 1,606 Noncontrolling interest 8,281 8,281 Investment in noncontrolling interest ( 239 ) ( 239 ) Balances – December 31, 2023 161,385 $ 1,613 $ 4,426,852 $ 2,659,755 $ ( 830 ) $ 7,087,390 $ 16,691 $ 7,104,081 See accompanying notes to consolidated financial statements. 80 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Cash Flows 2023 2022 2021 (In thousands) Cash flows from operating activities: Net income $ 215,521 $ 771,118 $ 743,748 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, equipment, and intangibles 735,100 659,824 577,895 Gain on sale of property and equipment ( 64,651 ) ( 92,891 ) ( 74,799 ) Impairments 2,236 810 299 Deferred income taxes 10,784 30,852 39,929 Non-cash lease expense 121,831 41,943 45,192 (Gain) loss on equity securities ( 2,096 ) 52,274 ( 3,931 ) Non-cash adjustment to fair value of convertible note — — ( 12,631 ) Other adjustments to reconcile net income to net cash provided by operating activities 62,005 46,632 44,841 Increase (decrease) in cash resulting from changes in: Trade receivables 155,100 58,708 ( 214,573 ) Income tax receivable ( 6,841 ) ( 58,065 ) 2,528 Accounts payable 12,628 ( 24,769 ) 73,371 Accrued liabilities and claims accrual 53,304 11,151 40,872 Operating lease liabilities ( 120,550 ) ( 42,893 ) ( 48,171 ) Other assets and liabilities ( 12,695 ) ( 18,841 ) ( 24,417 ) Net cash provided by operating activities 1,161,676 1,435,853 1,190,153 Cash flows from investing activities: Proceeds from maturities of held-to-maturity investments 3,620 9,706 10,624 Purchases of held-to-maturity investments ( 30 ) ( 11,145 ) ( 7,706 ) Proceeds from sale of property and equipment, including assets held for sale 292,627 183,421 252,080 Purchases of property and equipment ( 1,071,611 ) ( 800,563 ) ( 534,096 ) Expenditures on assets held for sale ( 833 ) ( 545 ) ( 1,367 ) Net cash, restricted cash, and equivalents invested in acquisitions ( 458,288 ) ( 31,291 ) ( 1,496,208 ) Investment in convertible note — — ( 35,000 ) Other cash flows from investing activities 6,490 4,233 ( 5,060 ) Net cash used in investing activities ( 1,228,025 ) ( 646,184 ) ( 1,816,733 ) Cash flows from financing activities: Repayments of finance leases and long-term debt ( 120,219 ) ( 274,833 ) ( 409,889 ) Proceeds from long-term debt 250,000 — 1,200,000 Borrowings (repayments) on revolving lines of credit, net 24,000 ( 217,000 ) 50,000 Borrowings under accounts receivable securitization 197,000 140,000 80,000 Repayments of accounts receivable securitization ( 89,000 ) — ( 15,000 ) Proceeds from common stock issued 5,208 7,432 9,282 Repurchases of the Company's common stock — ( 299,941 ) ( 57,175 ) Dividends paid ( 91,149 ) ( 78,304 ) ( 63,535 ) Other cash flows from financing activities ( 25,150 ) ( 31,701 ) ( 14,357 ) Net cash provided by (used in) financing activities 150,690 ( 754,347 ) 779,326 Net increase in cash, restricted cash, and equivalents 84,341 35,322 152,746 Cash, restricted cash, and equivalents at beginning of period 385,345 350,023 197,277 Cash, restricted cash, and equivalents at end of period $ 469,686 $ 385,345 $ 350,023 81 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. Consolidated Statements of Cash Flows — Continued 2023 2022 2021 (In thousands) Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 118,150 $ 48,905 $ 18,949 Income taxes 40,378 289,159 167,092 Non-cash investing and financing activities: Equipment acquired included in accounts payable $ 45,574 $ 34,909 $ 10,489 Transfers from property and equipment to assets held for sale 175,297 90,951 92,445 Noncontrolling interest associated with acquisitions 5,178 — 10,281 Purchase price adjustment on acquisition — 2,164 — Contingent consideration associated with acquisitions and investments 174,107 1,717 6,250 Value of common stock issued for acquisition — — 10,000 U.S. Xpress assumed equity awards 1,462 — — Conversion of note receivable to equity investment 12,107 — 37,631 Right-of-use assets obtained in exchange for operating lease liabilities 73,162 86,910 22,771 Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions — — 50,988 Property and equipment obtained in exchange for finance lease liabilities 181,693 152,509 181,234 Property and equipment obtained in exchange for finance lease liabilities reclassified from operating lease liabilities — 6,462 42,298 Reconciliation of Cash, Restricted Cash, and Equivalents: 2023 2022 2021 (In thousands) Consolidated Balance Sheets Cash and cash equivalents $ 168,545 $ 196,770 $ 261,001 Cash and cash equivalents – restricted 1 297,275 185,792 87,241 Other long-term assets 1 3,866 2,783 1,781 Consolidated Statements of Cash Flows Cash, restricted cash, and equivalents $ 469,686 $ 385,345 $ 350,023 ________ 1 Reflects cash and cash equivalents that are primarily restricted for claims payments. See accompanying notes to consolidated financial statements. 82 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 2023, the Truckload segment operated an average of 20,948 tractors (comprised of 18,821 company tractors and 2,127 independent contractor tractors). The Company operated 87,865 trailers during the year, including trailers within the Truckload segment and leasing activities within the All Other Segments. The LTL segment operated an average 3,201 tractors and 8,482 trailers. Additionally, the Intermodal segment operated an average of 639 tractors and 12,730 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 U.S. Xpress on July 1, 2023 . The results are included within the Truckload and Logistics segments. • 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 All Other Segments. The noncontrolling interest is presented as a separate component of the consolidated financial statements. 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 "2023", "2022", and "2021" pertain to calendar years. Similarly, references to "quarters", including "first", "second", "third", and "fourth" pertain to calendar quarters. 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 83 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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. ASUs There were various ASUs that became effective during 2023, 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 of net assets acquired in business combination; • valuation allowance for deferred income tax assets; • valuation allowances for receivables; and • valuation of financial instruments. 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. 84 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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, 2023 , 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. 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: 85 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 December 31, 2023 . 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 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. 86 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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. 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. 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. • 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. 87 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED • 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. 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. 88 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 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. 89 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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. 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 90 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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. Note 3 — Recently Issued Accounting Pronouncements Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact December 2023 ASU No. 2023-09: Income Taxes (ASC 740) — Improvements to Income Tax Disclosure The amendments in the ASU update disclosure requirements related to income taxes including disclosures related to the rate reconciliation, income taxes paid, and other items. January 2025, Prospective adoption Currently under evaluation, but not expected to be material November 2023 ASU 2023-07: Segment Reporting (ASC 280) — Improvements to Reportable Segment Disclosures The amendments in this ASU update reportable segment disclosure requirements by requiring that an entity disclose significant segment expenses, disclose other segment items by reportable segments, provide annual disclosures about a reportable segment's profit and loss, the title of the chief operating decision maker, and other items. January 2024 Currently under evaluation, but not expected to be material October 2023 ASU No. 2023-06: Disclosure Improvements 1 The amendments in this ASU updated several topics of the ASC to incorporate changes required by guidance made effective by SEC Final Rule No. 33-10532. The SEC Final Rule incorporates existing or incremental requirements of Regulation S-X into the accounting standards codification. October 2023, Prospective adoption Presentation and disclosure impact only August 2023 ASU No. 2023-05: Business Combinations — Joint Venture Formations (ASC 805-60), Recognition and Initial Measurement Requires a joint venture to initially measure all contributions received upon its formation at fair value. January 2025, Prospective adoption Currently under evaluation, but not expected to be material July 2023 ASU No. 2023-03: Presentation of Financial Statements (ASC 205), Income Statement— Reporting Comprehensive Income (ASC 220), Distinguishing Liabilities from Equity (ASC 480), Equity (ASC 505), and Compensation—Stock Compensation (ASC 718) 1 The amendments in this ASU reflect alignment to Staff Accounting Bulletin No. 120 ("SAB 120") that was issued by the SEC in November 2021. SAB 120 provides guidance to entities issuing share-based awards shortly before announcing material, nonpublic information. The guidance indicates that entities should consider such material nonpublic information to adjust the observable market if the effect of the release of the material nonpublic information is expected to affect the share price and the share-based awards are non-routine in nature. July 2023, Prospective adoption No material impact March 2023 ASU No. 2023-01: Leases (ASC 842), Common Control Arrangements 2 The amendments in this ASU require that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements and that leasehold improvements associated with common control leases be accounted for as a transfer between entities under common control through an adjustment to equity if the lessee no longer controls the use of the asset. January 2024, Prospective or retrospective Currently under evaluation, but not expected to be material 91 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 2 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 3 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 No material impact 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 No material impact 1 Adopted during the third quarter of 2023. 2 Adopted during the first quarter of 2024. 3 Adopted during the first quarter of 2023. Since management is continuing to evaluate the impacts of several of the above standards, disclosures around these preliminary assessments are subject to change. 92 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 4 — Acquisitions On July 1, 2023 , the Company acquired Chattanooga, Tennessee-based U.S. Xpress Enterprises, Inc. ("U.S. Xpress"), one of the largest asset-based truckload carriers in the United States. The acquisition was completed through a Knight-Swift subsidiary formed to hold the U.S. Xpress business post-closing ("HoldCo") with Max Fuller, former Executive Chairman of U.S. Xpress, Eric Fuller, former CEO of U.S. Xpress, and their related entities and trusts (collectively, the "Rollover Holders"), rolling over a portion of their shares of U.S. Xpress into HoldCo for approximately 10% interest in HoldCo. The total purchase price consideration of $ 630.0 million consisted of $ 454.4 million in cash, including approximately $ 139.8 million in debt payoffs, and $ 1.5 million in assumed equity related to the revaluation of equity awards. The purchase price also included contingent consideration valued at $ 174.1 million, consisting of two classes of membership interests in HoldCo. The Class A membership interests will be subject to put and call rights at a defined fair market value measure in favor of the Rollover Holders and the Company, respectively, and will be purchased by the Company at that defined fair market value measure if outstanding at the fifth anniversary of the acquisition date. In order for the put right to become exercisable, it is subject to a $ 175 million minimum adjusted operating income threshold for U.S. Xpress. In addition, the Company will have a call right, exercisable only within the first 15 months after closing, at an exercise price of approximately $ 140 million. The Class B membership interests will be repurchased by the Company for $ 40 million if U.S. Xpress achieves $ 250 million in adjusted operating income for a trailing annual period at or prior to the fifth anniversary of closing. If such threshold is not met, the Class B interests will be forfeited for no value. As of December 31, 2023 , the $ 134.1 million in mandatorily redeemable Class A membership interests is included in "Accrued liabilities" in the Company's condensed consolidated balance sheets and the $ 40.0 million in mandatory purchase of Class B membership interest is included in "Other long-term liabilities" in the Company's condensed consolidated balance sheets, depending on the terms. Cash was funded from the 2023 Term Loan, as well as existing Knight-Swift liquidity. The purchase of the equity interests of U.S. Xpress results in the historical tax basis of U.S. Xpress' 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 merger agreement contained customary representations, warranties, and covenants for a transaction of this nature. During 2023, the Company's consolidated operating results included U.S. Xpress' total revenue of $ 916.2 million and a net loss of $ 11.7 million. U.S. Xpress' net loss during 2023 included $ 4.6 million related to the amortization of intangible assets acquired in the U.S. Xpress Acquisition. The goodwill recognized represents expected synergies from combining the operations of U.S. Xpress 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. See Note 15 for more information about the Company's credit facilities and the 2023 Term Loan. 93 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Purchase Price Allocation The purchase price allocation for U.S. Xpress is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date. As the Company obtains more information, the preliminary purchase price allocation disclosed below is subject to change. Any future adjustments to the preliminary purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date. July 1, 2023 Opening Balance Sheet as Reported at December 31, 2023 Fair value of the consideration transferred $ 632,109 Cash and cash equivalents 3,321 Receivables 216,659 Prepaid expenses 21,347 Other current assets 47,317 Property and equipment 433,210 Operating lease right-of-use assets 337,055 Identifiable intangible assets 1 348,000 Other noncurrent assets 28,457 Total assets 1,435,366 Accounts payable 2 ( 115,494 ) Accrued payroll and payroll-related expenses ( 27,485 ) Accrued liabilities ( 19,966 ) Claims accruals – current and noncurrent portions ( 180,251 ) Operating lease liabilities – current and noncurrent portions ( 376,763 ) Long-term debt and finance leases – current and noncurrent portions ( 337,949 ) Deferred tax liabilities 2 ( 33,072 ) Other long-term liabilities ( 34,230 ) Total liabilities ( 1,125,210 ) Noncontrolling interest ( 391 ) Total stockholders' equity ( 391 ) Goodwill 2 $ 322,344 1 Includes $ 184.5 million in customer relationships and $ 163.5 million in trade names. 2 The Company adjusted accounts payable by $ 13.3 million due to the identification of liabilities which existed prior to the acquisition. This adjustment resulted in a $ 8.8 million change in deferred tax liabilities and a $ 4.5 million change in goodwill. No material effects on the statement of comprehensive income were identified with these adjustments . Pro Forma Information — The following unaudited pro forma information combines the historical operations of the Company and U.S. Xpress giving effect to the U.S. Xpress Acquisition, and related transactions as if consummated on January 1, 2022, the beginning of the comparative period presented. December 31, 2023 2022 Total revenue $ 8,097,050 $ 9,589,752 Net income attributable to Knight-Swift 144,340 728,827 Earnings per share – diluted 0.89 4.47 94 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 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 U.S. Xpress during the periods presented that were directly related to the U.S. Xpress Acquisition, and related income tax effects of these items. As a result of the U.S. Xpress Acquisition, both Knight-Swift and U.S. Xpress incurred certain acquisition-related expenses, including professional legal and advisory fees, acceleration of share-based compensation, bonus incentives, severance payments, filing fees and other miscellaneous expenses. These acquisition-related expenses totaled $ 33.0 million during 2023. These expenses were eliminated in the presentation of the unaudited pro forma "Net income attributable to Knight-Swift" presented above. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Knight-Swift and U.S. Xpress 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 U.S. Xpress Acquisition and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. The Company did not complete any other material acquisitions during 2023 and 2022. 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, 2023 Gross Unrealized Cost or Amortized Cost Gains Temporary Losses Estimated Fair Value (In thousands) US corporate securities $ 530 $ — $ ( 1 ) $ 529 Restricted investments, held-to-maturity $ 530 $ — $ ( 1 ) $ 529 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 As of December 31, 2023 , the contractual maturities of the restricted investments were one year or less. There were one and fourteen securities that were in an unrealized loss position, all for less than twelve months as of December 31, 2023 and 2022, respectively. The Company did no t recognize any impairment losses related to restricted investments during 2023, 2022, or 2021. Refer to Note 2 for the related accounting policy and Note 23 for additional information regarding fair value measurements of restricted investments. 95 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 TRP Capital Partners, LP ("TRP IV"), TRP Capital Partners V, LP ("TRP V"), 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"), and TRP Capital Partners VI, LP ("TRP VI"). In these agreements, the Company committed to invest in return for an ownership percentage. The following table presents ownership and commitment information for the Company's investments in TRP partnerships: December 31, 2023 Knight-Swift's Ownership Interest 1 Total Commitment (All Partners) Knight-Swift's Contracted Commitment Knight-Swift's Remaining Commitment (Dollars in thousands) TRP IV – equity investment 3 4 4.2 % $ 116,065 $ 4,900 $ 609 TRP IV Coinvestment QLS – equity method investment 2 5 — % $ 39,000 $ 9,735 $ — TRP IV Coinvestment FFR – equity method investment 2 5 — % $ 66,555 $ 4,950 $ — TRP V - equity method investment 2 6 16.6 % $ 180,700 $ 30,000 $ 8,275 TRP V Coinvest - equity method investment 2 13.3 % $ 30,000 $ 4,000 $ — TRP VI - equity method investment 2 7 8 24.5 % $ 163,110 $ 40,000 $ 40,000 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 IV Coinvestments, TRP V, TRP V Coinvest, and TRP VI 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 IV Coninvestment QLS, TRP IV Coinvestment FFR, TRP V, TRP V Coninvest, and TRP VI 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: $ 0.6 million in 2024 and none thereafter . 5 TRP IV Coinvestment QLS and TRP IV Coinvestment FFR were liquidated during 2023. 6 Management anticipates that the following amounts will be due: $ 4.0 million in 2024, $ 2.0 million from 2025 through 2026, $ 1.0 million from 2027 through 2028, and $ 1.3 million thereafter. 7 The Company entered into the agreement in 2023. 8 Management anticipates that the following amounts will be due: $ 8.3 million in 2024, $ 15.1 million from 2025 through 2026, $ 10.6 million from 2027 through 2028, and $ 6.0 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, the fair value of the combined investment in Embark was $ 1.0 million. This resulted in a net unrealized loss of $ 53.4 million recognized during 2022, within "Operating income, net" in the consolidated statements of comprehensive income. During 2023, Embark was acquired in an all-cash transaction with former shareholders receiving the proceeds. This resulted in a 96 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED net realized loss of $ 0.1 million for 2023 and a full liquidation of the Embark investment. 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. 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. 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 accrued simple interest on the unpaid principal balance at a rate of 12.0 % until converted into shares of the third-party company's common stock. On August 22, 2023, the amount outstanding on the convertible note converted into shares of the third-party company's common stock. Net Investment Balances Net investment balances included in "Other long-term assets" in the consolidated balance sheets were as follows: December 31, 2023 2022 (in thousands) TRP IV Coinvestment QLS – equity method investment 321 12,881 TRP IV Coinvestment FFR – equity method investment 232 8,334 TRP V – equity method investment 25,776 20,699 TRP V Coinvest – equity method investment 6,922 5,228 Embark – equity investment — 1,032 Other equity method investments – equity method investment 1 69,001 56,375 Total carrying value $ 102,252 $ 104,549 1 In accordance with ASC 323, Investments – Equity Method and Joint Ventures, the net investment balance includes accretion of amortization of certain definite-lived intangibles. 97 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, 2023 2022 (In thousands) Trade customers $ 807,458 $ 731,546 Equipment manufacturers 24,903 15,783 Insurance premiums 33,000 61,696 Other 62,700 56,249 Trade receivables 928,061 865,274 Less: Allowance for doubtful accounts ( 39,458 ) ( 22,980 ) Trade receivables, net $ 888,603 $ 842,294 The following is a rollforward of the allowance for doubtful accounts for trade receivables: 2023 2022 2021 (In thousands) Beginning balance $ 22,980 $ 21,663 $ 22,093 Provision 19,116 13,078 10,900 Write-offs directly against the reserve ( 2,431 ) ( 994 ) ( 776 ) Write-offs for revenue adjustments ( 1,520 ) ( 11,517 ) ( 11,504 ) Other 1 1,313 750 950 Ending balance $ 39,458 $ 22,980 $ 21,663 1 Represents allowance for doubtful trade accounts receivable assumed in 2023 from the Company's acquisitions. 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 5.0 % to 21.2 %. Notes receivable are included in "Other current assets" and "Other long-term assets" in the consolidated balance sheets and were comprised of: December 31, 2023 2022 (In thousands) Notes receivable from independent contractors $ 5,681 $ 5,050 Convertible note receivable from third party — 11,341 Notes receivable from other third parties 7,309 275 Gross notes receivable 12,990 16,666 Allowance for doubtful notes receivable ( 4,276 ) ( 5,015 ) Total notes receivable, net of allowance $ 8,714 $ 11,651 Current portion, net of allowance — 8,122 Long-term portion $ 8,714 $ 3,529 98 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 $ 83.4 million and $ 40.6 million as of December 31, 2023 and 2022, 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 $ 64.7 million during 2023, $ 92.9 million during 2022, and $ 74.8 million during 2021. During 2023 , the Company incurred impairment losses of $ 0.5 million primarily related to certain tractors and trailers as a result of a softer used equipment market. During 2022, t he Company did not r ecognize impairment losses related to assets held for sale. During 2021 , the Company incurred impairment losses of $ 0.3 million primarily related to certain tractors and trailers 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: 2023 2022 2021 (In thousands) Goodwill balance at beginning of period $ 3,519,339 $ 3,515,135 $ 2,922,964 Adjustments relating to deferred tax assets — — ( 9 ) Acquisition and measurement period adjustments 1 329,459 4,204 592,180 Goodwill balance at end of period $ 3,848,798 $ 3,519,339 $ 3,515,135 1 The goodwill associated with the U.S. Xpress Acquisition was allocated to the Truckload and Logistics segments. 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 Eleos and other acquisitions were allocated to the All Other 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, 2023 and 2022: December 31, 2023 2022 Net Carrying Amount 1 Net Carrying Amount 1 (In thousands) Truckload $ 2,929,116 $ 2,658,086 LTL 548,322 548,322 Logistics 106,140 54,827 Intermodal 175,594 175,594 All Other 89,626 82,510 Goodwill $ 3,848,798 $ 3,519,339 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 2023, 2022, or 2021. 99 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, 2023 2022 (In thousands) Definite-lived intangible assets: 1 Gross carrying amount $ 1,426,592 $ 1,237,993 Accumulated amortization ( 336,120 ) ( 265,982 ) Definite-lived intangible assets, net 1,090,472 972,011 Indefinite-lived trade names: Gross carrying amount 968,410 804,558 Intangible assets, net $ 2,058,882 $ 1,776,569 1 The Company's definite-lived intangible assets include customer relationships which have a gross carrying amount of $ 1.4 billion and $ 1.2 billion as of December 31, 2023 and 2022, respectively. 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 19.3 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: 2023 2022 2021 (In thousands) Amortization of intangible assets related to the 2017 Merger $ 41,375 $ 41,375 $ 41,375 Amortization related to other intangible assets 28,763 23,468 13,924 Amortization of intangibles $ 70,138 $ 64,843 $ 55,299 As of December 31, 2023 , management anticipates that the composition and amount of amortization associated with intangible assets will be $ 74.2 million for 2024, $ 74.1 million for 2025, $ 72.7 million for 2026, $ 71.5 million for 2027, and $ 70.3 million for 2028. 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 and Accrued Liabilities The following table presents the composition of accrued payroll and purchased transportation: December 31, 2023 2022 (In thousands) Accrued payroll 1 $ 157,310 $ 123,719 Accrued purchased transportation 7,574 47,662 Accrued payroll and purchased transportation $ 164,884 $ 171,381 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 % 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 $ 31.3 million, $ 29.6 million, and $ 16.2 million in 2023, 2022, and 2021, respectively. This expense was included in "Salaries, wages, and benefits" in the consolidated statements of comprehensive income. As of December 31, 2023 and 2022, the 100 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED balance above in accrued payroll included $ 36.2 million and $ 21.3 million, respectively, in matching contributions for the 401(k) plans. The following table presents the composition of accrued liabilities: December 31, 2023 2022 (In thousands) Mandatorily redeemable contingent consideration $ 134,107 $ — Other 86,243 81,528 Accrued liabilities $ 220,350 $ 81,528 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, 2023 2022 (In thousands) Auto reserves $ 413,662 $ 266,734 Workers’ compensation reserves 95,164 76,154 Third-party carrier claims reserves 244,613 134,116 Independent contractor claims reserves 6,783 6,137 Cargo damage reserves 7,238 7,231 Employee medical and other reserves 28,216 23,288 Claims accruals 795,676 513,660 Less: current portion of claims accruals ( 480,200 ) ( 311,822 ) Claims accruals, less current portion $ 315,476 $ 201,838 Self Insurance Automobile Liability, General Liability, and Excess Liability — Effective November 1, 2023 the Company has $ 75.0 million in excess auto liability ("AL") coverage subject to aggregate limits as well as AL claims subject to a $ 15.0 million self-insured retention ("SIR") per occurrence in addition to certain specific deductibles within the excess coverage above the $ 15.0 million SIR. For 2019 through 2023 the Company maintained varying excess AL coverage ranging from $ 100.0 million to $ 130.0 million with AL claims subject to SIR per occurrence ranging from $ 2.0 million to $ 10.0 million, including aggregate deductibles, depending upon the respective subsidiary. Workers' Compensation and Employers' Liability — The Company is self-insured for workers' compensation coverage. The Company, and its various subsidiaries maintain statutory coverage limits, subject to SIR for each accident and disease ranging from $ 2.0 million to $ 5.0 million depending upon the respective subsidiary. 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 — The Company and its various subsidiaries maintain primary and excess coverage for employee medical expenses, with SIR per claimant ranging from $ 0.4 million to $ 1.0 million depending upon the respective subsidiary. 101 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Third-party Carrier Insurance In 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. Based on recent results, including the continued unfavorable development of insurance reserves, the Company decided to initiate exiting this business during the fourth quarter of 2023 and expects to cease all third-party insurance operations and cancel any remaining policies by the end of the first quarter of 2024. We do not expect this business to have a material impact to our results in 2024. Commutation Agreement On February 14, 2024 , the Company entered into a commutation agreement with the insurer under third-party reinsurance agreement covering auto liability which effectively transfers the auto liability losses to the insurer for policy periods from October 1, 2020 through March 31, 2023. 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: 2023 2022 2021 (In thousands) Current expense: Federal $ 15,726 $ 174,277 $ 140,258 State 16,423 39,687 42,319 Foreign 12,135 4,277 8,382 44,284 218,241 190,959 Deferred expense (benefit): Federal 17,353 25,850 48,874 State ( 2,397 ) 1,432 ( 10,369 ) Foreign ( 4,472 ) 3,865 1,423 10,484 31,147 39,928 Income tax expense $ 54,768 $ 249,388 $ 230,887 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 2023, 2022, and 2021. Actual tax expense differs from expected tax expense as follows: 2023 2022 2021 (In thousands) Computed "expected" tax expense $ 56,761 $ 214,306 $ 204,673 Increase (decrease) in income taxes resulting from: State income taxes, net of federal income tax benefit 10,578 32,786 23,063 Release of Valuation Allowance ( 14,604 ) — — Other 2,033 2,296 3,151 Income tax expense $ 54,768 $ 249,388 $ 230,887 102 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, 2023 2022 (In thousands) Deferred tax assets: Accrued liabilities $ 12,282 $ 4,112 Allowance for doubtful accounts $ 16,733 $ 6,911 Claims accrual 127,850 85,573 Capital loss carryforward 6,518 — Deferred revenue 5,358 6,366 Interest expense limitation carryforwards 18,530 — Lease reserve 7,900 494 Net operating loss and credit carryforwards 54,173 2,357 Stock amortization 8,947 8,840 Operating Lease liabilities 120,782 45,089 Research and development 7,717 5,421 Vacation accrual 6,430 4,410 Unrealized gain/loss on investment — 11,815 Other 6,310 4,361 Total deferred tax assets 399,530 185,749 Valuation allowance ( 10,435 ) — Total deferred tax assets, net 389,095 185,749 Deferred tax liabilities: Intangible assets ( 430,948 ) ( 342,559 ) Property and equipment, principally due to differences in depreciation ( 766,053 ) ( 677,010 ) Prepaid taxes, licenses, and permits deducted for tax purposes ( 19,936 ) ( 17,081 ) Operating lease right-of-use assets ( 118,152 ) ( 45,083 ) Foreign accruals ( 3,760 ) ( 8,616 ) Other ( 1,995 ) ( 3,293 ) Total deferred tax liabilities ( 1,340,844 ) ( 1,093,642 ) Deferred income taxes $ ( 951,749 ) $ ( 907,893 ) Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. U.S. Xpress Inc. initially had a valuation allowance of $ 25.0 million not considering Knight-Swift entities. During 2023, $ 14.6 million of that valuation allowance was released due to the Company’s ability to utilize certain tax attributes in future periods. The remaining $ 10.4 million is maintained to offset the tax benefit of capital loss and certain state operating loss carryforward. 2023 2022 2021 (In thousands) Valuation allowance at beginning of year $ — $ — $ — Additions charged to provision for income taxes 35 — — Charges to other accounts 25,039 — — Reductions, deferred tax assets realized or written-off ( 14,639 ) — — Valuation allowance at end of year $ 10,435 $ — $ — Cumulative Undistributed Foreign Earnings — As of December 31, 2023 , foreign withholding taxes have not been provided on approximately $ 148.8 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. 103 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Unrecognized Tax Benefits — The Company's unrecognized tax benefits as of December 31, 2023 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 2023, 2022, and 2021 is below: 2023 2022 2021 (In thousands) Unrecognized tax benefits at beginning of year $ 1,735 $ 1,735 $ 2,950 Increases for tax positions taken in the current year 1,677 — — Decreases for tax positions taken prior to beginning of year ( 1,080 ) — — Lapse of statute of limitations ( 655 ) ( 1,215 ) Unrecognized tax benefits at end of year $ 1,677 $ 1,735 $ 1,735 Due to the acquisition of U.S. Xpress Inc., the Company had an increase in unrecognized tax benefits associated with tax credit carryforwards. Decreases for tax positions are related to the conclusion of the IRS’ audit of a subsidiary’s previously filed amended returns and the lapse of statute of limitations. Management does not expect a decrease in unrecognized tax benefits during the next twelve months. Interest and Penalties — As of December 31, 2023 , there were no accrued interest and penalties. As of December 31, 2022, accrued interest and penalties were $ 0.2 million. Tax Examinations — Certain of the Company's subsidiaries are currently under examination by federal and state jurisdictions for tax years ranging from 2009 to 2021 . 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 2018 remain subject to examination. Note 14 — Accounts Receivable Securitization On October 23, 2023, the Company entered into the 2023 RSA, which further amended the 2022 RSA. The 2023 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, 2023 , the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating. The 2023 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, 2023 . 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. 104 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED The following table summarizes the key terms of the 2023 RSA and 2022 RSA (dollars in thousands): 2023 RSA 2022 RSA (Dollars in thousands) Effective date October 23, 2023 October 3, 2022 Final maturity date October 1, 2025 October 1, 2025 Borrowing capacity $ 575,000 $ 475,000 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 SOFR + credit adjustment spread 10 basis points + 82.5 basis points 1 The accordion option increases the maximum borrowing capacity, subject to participation by the purchasers. 2 The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized. 3 As identified within the 2023 RSA and the 2022 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR. Availability under the 2023 RSA and the 2022 RSA is calculated as follows: December 31, 2023 2022 (In thousands) Borrowing base, based on eligible receivables $ 527,600 $ 456,400 Less: outstanding borrowings 1 ( 527,000 ) ( 419,000 ) Availability under accounts receivable securitization facilities $ 600 $ 37,400 1 As of December 31, 2023 and 2022, outstanding borrowings are included in "Accounts receivable securitization – less current portion" in the consolidated balance sheets and are offset by $ 0.5 million and $ 0.4 million of deferred loan costs, respectively. Interest accrued on the aggregate principal balance at a rate of 6.3 % and 5.1 %, as of December 31, 2023 and 2022, respectively. 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 $ 24.8 million in 2023, $ 9.3 million in 2022, and $ 3.1 million in 2021. Refer to Note 23 for information regarding the fair value of the 2023 RSA and 2022 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, 2023 2022 (In thousands) 2021 Term Loan A-2, due September 3, 2024, net 1 2 $ 199,902 $ 199,755 2021 Term Loan A-3, due September 3, 2026, net 1 2 799,058 798,705 2023 Term Loan, due September 3, 2026, net 1 3 249,135 — Revenue equipment installment notes 1 4 279,339 — Prudential Notes, net 1 25,078 35,960 Other 8,567 3,042 Total long-term debt, including current portion 1,561,079 1,037,462 Less: current portion of long-term debt ( 338,058 ) ( 12,794 ) Long-term debt, less current portion $ 1,223,021 $ 1,024,668 105 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED December 31, 2023 2022 (In thousands) Total long-term debt, including current portion $ 1,561,079 $ 1,037,462 2021 Revolver, due September 3, 2026 1 5 67,000 43,000 Long-term debt, including revolving line of credit $ 1,628,079 $ 1,080,462 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 $ 0.1 million and $ 0.9 million in deferred loan costs as of December 31, 2023 , respectively. 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. 3 As of December 31, 2023 , the carrying amount of the 2023 Term Loan was net of $ 0.9 million in deferred loan costs. 4 The revenue equipment installment loans were assumed at the close of the U. S. Xpress Acquisition and have a weighted average interest rate of 4.70 % as of December 31, 2023 . 5 The Company also had outstanding letters of credit of $ 18.0 million and $ 15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities, at December 31, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $ 264.3 million and $ 173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of December 31, 2023 and December 31, 2022, respectively. 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 Company's prior debt agreements. The 2021 Debt agreement included the 2021 Term Loan A-1 which was paid off on December 3, 2022. The following table presents the key terms of the 2021 Debt Agreement: 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 $ 800,000 $ 1,100,000 Final maturity date September 3, 2024 September 3, 2026 September 3, 2026 Interest rate margin reference rate BSBY BSBY BSBY Interest rate minimum margin 1 0.75 % 0.88 % 0.88 % Interest rate maximum margin 1 1.38 % 1.50 % 1.50 % Minimum principal payment — amount $ — $ 10,000 $ — Minimum principal payment — frequency Once Quarterly Once Minimum principal payment — commencement date 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, 2023 , interest accrued at 6.652 % on the 2021 Term Loan A-2, 6.777 % on the 2021 Term Loan A-3, and 6.741 % 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, 2023 , commitment fees on the unused portion of the 2021 Revolver accrued at 0.150 % and outstanding letter of credit fees accrued at 1.250 %. 106 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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, 2023, 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). 2023 Term Loan — On June 22, 2023, the Company entered into the $ 250.0 million 2023 Term Loan (an unsecured credit facility) with a group of banks. The 2023 Term Loan matures on September 3, 2026 . There are no scheduled principal payments due until maturity. The 2023 Term Loan contains terms similar to the 2021 Debt Agreement. The proceeds received from the 2023 Term Loan were used to fund a portion of the Company's acquisition of U.S. Xpress. The interest rate applicable to the 2023 Term Loan is subject to a leverage-based grid and as of December 31, 2023 is equal to SOFR plus the 0.1 % SOFR adjustment plus 1.500 %. As of December 31, 2023 , interest accrued at 6.98 % on the 2023 Term Loan. U.S. Xpress's Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $ 242.0 million as of December 31, 2023 . Payment terms generally range from 36 months to 84 months. The interest rates as of December 31, 2023 range from 2 % to 7 %. 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 allowed 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, 2023, ACT had no availability under the agreement. As of December 31, 2023, 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. 107 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 16 — Leases Lessee Disclosures Lease Cost — The components of the Company's lease cost were as follows: 2023 2022 (in thousands) Operating lease cost: Operating lease costs $ 116,811 $ 45,560 Short-term lease cost 1 13,458 11,296 Rental expense 130,269 56,856 Finance lease cost: Amortization of property and equipment 62,591 50,823 Interest expense 12,452 8,489 Total finance lease cost 75,043 59,312 Total operating and finance lease costs $ 205,312 $ 116,168 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, 2023 2022 Operating Finance Operating Finance Revenue equipment leases Weighted average remaining lease term 3.9 years 3.8 years 1.0 year 3.8 years Weighted average discount rate 4.9 % 3.6 % 2.3 % 2.6 % Real estate and other leases Weighted average remaining lease term 8.8 years 9.3 years 10.0 years — Weighted average discount rate 4.1 % 4.2 % 2.9 % — % Maturity Analysis of Lease Liabilities (as Lessee) — Future minimum lease payments for all noncancelable leases were: December 31, 2023 Operating Finance (In thousands) 2024 $ 163,204 $ 139,723 2025 128,348 127,240 2026 91,592 69,487 2027 48,685 81,834 2028 32,951 49,088 Thereafter 130,662 128,252 Future minimum lease payments 595,442 595,624 Less: amounts representing interest ( 79,114 ) ( 66,773 ) Present value of minimum lease payments 516,328 528,851 Less: current portion ( 144,921 ) ( 121,701 ) Lease liabilities – less current portion $ 371,407 $ 407,150 108 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Supplemental Cash Flow Lease Disclosures — The following table sets forth cash paid for amounts included in the measurement of lease liabilities: 2023 2022 (in thousands) Operating cash flows for operating leases $ 120,550 $ 42,893 Operating cash flows for finance leases 12,452 8,489 Financing cash flows for finance leases 60,887 62,093 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, 2023 and 2022, the gross carrying value of such revenue equipment underlying these leases was $ 68.3 million and $ 79.7 million, respectively, and accumulated depreciation was $ 33.2 million and $ 38.2 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 $ 13.2 million and $ 15.9 million for 2023 and 2022, 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. 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. 2023 2022 (in thousands) Operating lease revenue $ 80,021 $ 168,072 Variable lease revenue 995 1,233 Total lease revenue 1 $ 81,016 $ 169,305 Rental income 2 $ 13,656 $ 11,296 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. 109 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Maturity Analysis of Future Lease Revenues (as Lessor) — Future minimum lease revenues for all noncancelable leases were: December 31, 2023 (In thousands) 2024 $ 51,305 2025 33,159 2026 19,250 2027 5,150 2028 746 Thereafter 3,428 Future minimum lease revenues $ 113,038 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. A retiree annuity purchase was completed in November 2023, totaling $ 18.1 million. This action relieved the plan of responsibility for providing future benefit payments for 882 participants in payment status. 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, 2023 2022 (In thousands) Projected benefit obligation $ 35,401 $ 54,412 Less: fair value of plan assets 35,423 $ 52,535 Unfunded status $ ( 22 ) $ 1,877 Accrued pension liability recognized 1 $ 847 $ 854 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 $ 1.4 million gain and $ 0.5 million for partial settlement of the plan related to a retiree annuity purchase during 2023 and $ 2.7 million loss from pension plan adjustments during 2022. 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. Other information concerning the defined benefit pension plan is summarized below: 2023 2022 (In thousands) Net periodic pension (expense) income $ ( 7 ) $ 1,264 Benefits paid 3,050 $ 2,855 Assumptions A weighted-average discount rate of 4.85 % and 3.84 % was used to determine benefit obligations as of December 31, 2023 and December 31, 2022, respectively. The following weighted-average assumptions were used to determine net periodic pension cost: 2023 2022 Discount rate 4.73 % 4.92 % Expected long-term rate of return on pension plan assets 6.00 % 6.00 % 110 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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: 2023 2022 Asset category: Equity securities — % 30 % Debt securities 97 % 66 % Cash and cash equivalents 3 % 4 % Total 100 % 100 % Pension plan assets The target allocation by asset category, is as follows: 2023 2022 Asset category: Equity securities — % 30 % Debt securities 100 % 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. Cash flows ACT did no t contribute to the pension plan during 2023. ACT is no t expecting to recognize any net loss within "Other comprehensive loss" in the consolidated statements of comprehensive income during 2024. The following benefit payments are expected to be paid in each of the fiscal years as follows: December 31, 2023 (In thousands) 2024 2,073 2025 2,207 2026 2,366 2027 2,491 2028 2,514 2028 through 2030 12,909 Total $ 24,560 Note 18 — Purchase Commitments As of December 31, 2023 , the Company had outstanding commitments to acquire revenue equipment of $ 513.5 million in 2024 ($ 435.2 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, 2023 , the Company had outstanding purchase commitments to acquire facilities and non-revenue equipment of $ 90.8 million in 2024, $ 8.7 million in the two-year period 2025 through 2026, and $ 0.2 million 111 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED in the two-year period 2027 through 2028, 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 The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. 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. Cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies. The Company has made accruals with respect to its legal matters where appropriate, which are included in "Accrued liabilities" in the consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $ 4.8 million and $ 11.0 million relating to the Company's outstanding legal proceedings as of December 31, 2023 and 2022, 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 112 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 Company paid this settlement on July 10, 2023. California Wage and Hour Class Action Litigation - U.S. Xpress The plaintiffs generally allege one or more of the following: that class members were 1) not paid for off-the-clock work; 2) not provided duty free meal or rest breaks; 3) not paid premium pay in their absence; 4) not paid the California minimum wage for all hours worked in that state; 5) not provided accurate and complete itemized wage statements; and 6) not paid all accrued wages at the end of their employment. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Various U.S. Xpress December 23, 2015 United States District Court for the Central District of California Recent Developments and Current Status In February 2023, the parties reached an agreement to settle the California Wage and Hour Class Action Litigation, exclusive of employer-side taxes. On September 19, 2023, the court granted final approval of the settlement. No party objected to the settlement. The settlement amount (including employer-side taxes) was paid on November 1, 2023. SHAREHOLDER MATTERS - U.S. Xpress Stockholder Derivative Action The plaintiffs generally allege that U.S. Xpress made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO and that the Individual Defendants breached their fiduciary duties by causing or allowing U.S. Xpress to make such statements. The complaint alleges that U.S. Xpress has been damaged by the alleged wrongful conduct as a result of, among other things, being subjected to the time and expense of the securities class action lawsuits that have been filed relating to the IPO. In addition to a claim for alleged breach of fiduciary duties, the lawsuit alleges claims against the Individual Defendants for unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Various Five executives and five independent board members of U.S. Xpress (collectively, the "Individual Defendants") June 7, 2019 District Court for Clark County, Nevada Recent Developments and Current Status The lawsuit was dismissed without prejudice on August 14, 2023. Stockholder Claims Between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against U.S. Xpress and certain other defendants: five in the Circuit Court of Hamilton County, Tennessee (“Tennessee State Court Cases”), two in the U.S. District Court for the Eastern District of Tennessee (“Federal Court Cases”), and one in the Supreme Court of the State of New York (“New York State Court Case”). The putative class action lawsuits generally allege that U.S. Xpress made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the June 2018 initial public offering (“IPO”). Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Various U.S. Xpress, five officers or directors, and the seven underwriters who participated in the IPO November 2018 Circuit Court of Hamilton County, Tennessee, U.S. District Court for the Eastern District of Tennessee and Supreme Court of the State of New York 113 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED SHAREHOLDER MATTERS - U.S. Xpress (Continued) Recent Developments and Current Status Tennessee State Court Cases The Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against U.S. Xpress, five officers or directors, and the seven underwriters who participated in the IPO, alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”). The lawsuit is purportedly brought on behalf of a putative class. On November 13, 2020, the court presiding over the Tennessee State Court Cases entered an order, granting in part and denying in part the defendants’ Motions to Dismiss the Consolidated State Court Complaint. The court held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Consolidated State Court Complaint. The court, however, held that the Consolidated State Court Complaint sufficiently alleged violations of the Securities Act with respect to one statement from the IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. New York State Court Case On March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court presiding over the New York State Case dismissed the case, and on January 13, 2022, the court entered a motion denying plaintiff’s motion for reconsideration. Federal Court Cases The operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15 of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against U.S. Xpress, its Chief Executive Officer and its Chief Financial Officer. On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely the plaintiffs’ claims for alleged violations of the Exchange Act and further held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Amended Federal Complaint. The court, however, held that the Federal Amended Complaint sufficiently alleged violations of the Securities Act with respect to two statements from the IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Settlement The parties reached a settlement with the Federal Court and Tennessee State Court plaintiffs. On March 27, 2023, the parties filed the stipulation of settlement with the Federal Court, and on March 28, 2023, the Federal Court entered an order granting preliminary approval of the settlement. The Federal Court entered an order granting final approval of the settlement on July 12, 2023. The monetary component of the settlement in principle is to be paid by the applicable insurance carriers and is similar to the accrued amount. . 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, 2023 , the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $ 1.1 million in the aggregate for all current and prior year claims. 114 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Note 20 — Share Repurchase Plans 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 2023 2022 Board Approval Date Authorized Amount Shares Amount Shares Amount (in thousands) November 24, 2020 $ 250,000 — — 2,821 149,982 April 19, 2022 1 $ 350,000 — — 3,180 149,959 — $ — 6,001 $ 299,941 1 $ 200.0 million remained available under the 2022 Knight-Swift Share Repurchase Plan as of December 31, 2023 . 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, 2023 , the aggregate number of shares remaining available under the 2014 Stock Plan was approximately 4.1 million. U.S. Xpress Assumption — In connection with the U.S. Xpress Acquisition the registered securities under the U.S. Xpress 2018 Omnibus Plan (the "U.S. Xpress Legacy Plan") were deregistered. As such, no future awards may be granted under the U.S. Xpress Legacy Plan. Outstanding awards granted under the U.S. Xpress Legacy Plan were assumed by Knight-Swift and continue to be governed by the U.S. Xpress Legacy Plan until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated. 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. 115 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: 2023 2022 2021 (In thousands) Stock options $ — $ — $ 232 Restricted stock units 27,543 21,091 18,190 Performance units 379 12,837 15,073 Stock-based compensation expense – equity awards $ 27,922 $ 33,928 $ 33,495 Stock-based compensation benefit – liability awards 1 — — ( 5,364 ) Total stock-based compensation expense, net of forfeitures $ 27,922 $ 33,928 $ 28,131 Income tax benefit 2 $ 6,166 $ 4,201 $ 8,357 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, 2023 Expense Weighted Average Period (In thousands) (In years) Equity awards – Restricted stock units 53,484 2.1 Equity awards – Performance units 12,441 2.4 Total unrecognized stock-based compensation expense $ 65,925 2.2 Stock Award Grants 2023 2022 2021 Restricted stock units 422,384 534,307 562,021 Performance units 106,880 118,520 112,690 Total stock awards granted 529,264 652,827 674,711 116 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 2023 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, 2022 6,813 $ 23.85 0.4 $ 193 Exercised ( 6,813 ) 23.85 Stock options outstanding at December 31, 2023 — $ — 0.0 $ — Aggregate number of stock options expected to vest at a future date as of December 31, 2023 — $ — 0.0 $ — Exercisable at December 31, 2023 — $ — 0.0 $ — 1 The aggregate intrinsic value was computed using the closing share price on December 31, 2022 of $ 52.41 , as applicable. The following table summarizes stock option exercise information for the years presented: Stock option exercises 2023 2022 2021 (In thousands, except share data) Number of stock options exercised 6,813 76,900 207,242 Intrinsic value of stock options exercised $ 225 $ 1,297 $ 4,120 Cash received upon exercise of stock options $ 162 $ 2,511 $ 5,924 Income tax benefit $ 44 $ 63 $ 1,304 The total fair value of the shares vested during 2021 was $ 0.6 million. 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, 2022 1,655,700 $ 42.86 Granted 422,384 55.47 Assumed restricted stock grants from U.S. Xpress Acquisition 251,358 54.80 Vested 2 ( 676,570 ) 41.22 Forfeited ( 108,446 ) 46.62 Unvested restricted stock units at December 31, 2023 1,544,426 $ 48.71 1 T he fair value of each restricted stock unit is based on the closing market price on the grant date. 2 Includes 241,492 shares withheld for taxes which were excluded from the "Common stock issued to employees" activity within the consolidated statements of stockholders' equity. 117 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, 2022 528,578 $ 49.11 Granted 106,880 $ 59.74 Shares earned above target 89,855 $ 40.26 Vested 1 ( 248,221 ) $ 50.76 Unvested performance units at December 31, 2023 2 477,092 $ 54.17 1 Includes 108,220 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 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 performance measurement period for units granted in 2023 is January 1, 2024 to December 31, 2026 (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: 2023 2022 2021 Dividend yield 1 0.97 % 0.87 % 0.67 % Expected volatility 2 30.09 % 33.11 % 36.00 % Average peer volatility 2 33.59 % 38.22 % 35.49 % Average peer correlation coefficient 3 0.58 0.61 0.60 Risk-free interest rate 4 4.08 % 4.07 % 0.92 % Expected term (in years) 5 3.0 3.1 3.1 Weighted-average fair value of performance units granted $ 59.74 $ 57.78 $ 60.55 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. 118 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 non-compensatory. 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 2023, the Company issued approximately 80,000 shares under the 2012 ESPP at a weighted average discounted price per share of $ 50.88 . As of December 31, 2023 , the Company is authorized to issue an additional 0.8 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: 2023 2022 2021 (In thousands) Basic weighted average common shares outstanding 161,188 162,260 165,860 Dilutive effect of equity awards 638 951 1,200 Diluted weighted average common shares outstanding 161,826 163,211 167,060 Anti-dilutive shares excluded from earnings per diluted share 1 252 335 208 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, 2023 and 2022, 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 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. 119 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 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 2023 Term Loan, the 2021 Revolver, the 2021 Term Loans, the 2021 Prudential Notes, and the revenue equipment installment notes, fair value approximates the carrying value due to the variable interest rate. The carrying value of the 2023 RSA and the 2022 RSA approximates 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. 120 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, 2023 December 31, 2022 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 $ 530 $ 529 $ 7,175 $ 7,130 Equity method investments Other long-term assets 102,252 102,252 103,517 103,517 Investments in equity securities Other long-term assets — — 1,668 1,668 Convertible note Other long-term assets — — 11,341 11,341 Financial Liabilities: 2021 Term Loan A-2, due September 2024 2 Long-term debt – less current portion 199,902 200,000 199,755 200,000 2021 Term Loan A-3, due September 2026 2 Long-term debt – less current portion 799,058 800,000 798,705 800,000 2023 Term Loan, due September 2026 3 Long-term debt – less current portion 249,135 250,000 — — 2021 Revolver, due September 2026 Revolving line of credit 67,000 67,000 43,000 43,000 Revenue equipment installment notes 4 Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion 279,339 279,339 — — 2021 Prudential Notes 5 Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion 25,078 25,100 35,960 36,014 2022 RSA, due October 2025 6 Accounts receivable securitization – less current portion — — 418,561 419,000 2023 RSA, due October 2025 7 Accounts receivable securitization – less current portion 526,508 527,000 — — Mandatorily redeemable contingent consideration 8 Accrued liabilities 134,107 134,107 — — Contingent consideration 8 Accrued liabilities, Other long-term liabilities 40,859 40,859 4,217 4,217 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, 2023 , the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 are net of $ 0.1 million and $ 0.9 million in deferred loan costs, respectively. 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. 3 As of December 31, 2023 , the carrying amount of the 2023 Term Loan was net of $ 0.9 million in deferred loan costs. 4 As of December 31, 2023 , the carrying amount of the revenue equipment installment notes included $ 1.3 million in fair value adjustments. 5 As of December 31, 2023 , the carrying amount of the 2021 Prudential Notes is net of $ 22,000 in deferred loan costs and $ 1.1 million in fair value adjustments. 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. 6 The carrying amount of the 2022 RSA is net of $ 0.4 million in deferred loan costs as of December 31, 2022. 7 The carrying amount of the 2023 RSA is net of $ 0.5 million in deferred loan costs as of December 31, 2023 . 8 Refer to Note 4 for information regarding the contingent consideration related to the U.S. Xpress Acquisition. 121 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Recurring Fair Value Measurements (Assets) — As of December 31, 2023 , the Company had no major categories of assets estimated at fair value that were measured on a recurring basis. 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 : 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 ) 1 Convertible notes — The consolidated statements of comprehensive income include the fair value activities from the Company's convertible notes within "Other income (expenses), 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. 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 from its investments in equity securities, which consisted of $ 64.0 million in unrealized losses. This was partially offset by $ 11.4 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, 2023 and 2022. 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, 2023 Mandatorily redeemable contingent consideration 1 $ 134,107 $ — $ — $ 134,107 $ — Contingent consideration 1 2 $ 40,859 $ — $ — $ 40,859 $ 3,359 As of December 31, 2022 Contingent consideration 2 4,217 — — 4,217 — 1 Refer to Note 4 for information regarding the contingent consideration related to the U.S. Xpress Acquisition. 2 Contingent consideration is associated with acquisitions and investments. The Company recognized a gain of $ 3.4 million during 2023. The Company did no t recognize any gains (losses) during 2022 related to the revaluation of these liabilities. 122 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, 2023 and 2022: 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, 2023 Buildings 1 $ — $ — $ — $ — $ ( 187 ) Equipment 2 $ — $ — $ — $ — $ ( 469 ) Software 3 — — — — ( 1,580 ) As of December 31, 2022 Buildings 1 $ — $ — $ — $ — $ ( 810 ) 1 Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments). 2 Reflects the non-cash impairment of certain revenue equipment held for sale (within the Truckload segment). 3 Reflects the non-cash impairment of software (within the All Other Segments). Nonrecurring Fair Value Measurements (Liabilities) — As of December 31, 2023 and 2022, 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, 2023 Fixed income funds 34,536 34,536 — — Cash and cash equivalents 887 887 — — Total pension plan assets $ 35,423 $ 35,423 $ — $ — 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 $ — $ — Note 24 — Related Party Transactions The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: 2023 2022 2021 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) Facility and Equipment Leases 529 158 — 284 — 311 Other Services 27 410 94 35 31 35 123 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED Receivables and payables pertaining to related party transactions were: December 31, 2023 December 31, 2022 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 23 37 24 39 1 "Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases, equipment sales, and other services. Aircraft Purchase — During the year ended December 31, 2023 , the Company purchased an airplane for $ 6.0 million from related parties. Note 25 — Information by Segment, Geography, and Customer Concentration Segment Information Since the merger of Knight and Swift in 2017, the Company has grown both organically as well as through strategic acquisitions, including the ACT Acquisition in 2021 and the U.S. Xpress Acquisition in 2023. Additionally, the Company’s various logistics and intermodal businesses have been re-organized with oversight by one segment leader respectively. Based on these events as well as the information reviewed by the Chief Operating Decision Makers ("CODMs"), the Company identified ten operating segments structured around the types of transportation services offerings provided to our customers, as well as the equipment utilized. The Company aggregated the three truckload operating segments into the one reportable segment discussed below based on similarities with both their qualitative and economic characteristics. The Company has four reportable segments: Truckload, LTL, Logistics, and Intermodal, as well as certain other operating segments included within All Other 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. Truckload The Truckload reportable segment is comprised of three 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 one operating segment and provides our customers with regional LTL transportation services through a network of approximately 120 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 one logistics operating segment that provides transportation services to the Company's customers and primarily consists of brokerage and other freight management services utilizing third-party transportation providers and their equipment. Intermodal The Intermodal reportable segment is comprised of one intermodal operating segment that provides 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. 124 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED All Other Segments The All Other Segments include four non-reportable 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. The following tables present the Company's financial information by segment: 2023 2022 2021 Total revenue: (Dollars in thousands) Truckload $ 4,698,655 65.8 % $ 4,531,115 61.0 % $ 4,098,005 68.3 % LTL $ 1,082,454 15.2 % $ 1,069,554 14.4 % $ 396,308 6.6 % Logistics $ 582,250 8.2 % $ 920,707 12.4 % $ 817,003 13.6 % Intermodal $ 410,549 5.7 % $ 485,786 6.5 % $ 458,867 7.7 % Subtotal $ 6,773,908 94.9 % $ 7,007,162 94.3 % $ 5,770,183 96.2 % All Other Segments $ 462,061 6.5 % $ 516,735 7.0 % $ 306,414 5.1 % Intersegment eliminations $ ( 94,203 ) ( 1.4 %) $ ( 95,315 ) ( 1.3 %) $ ( 78,578 ) ( 1.3 %) Total revenue $ 7,141,766 100.0 % $ 7,428,582 100.0 % $ 5,998,019 100.0 % 2023 2022 2021 Operating income (loss): (Dollars in thousands) Truckload $ 297,977 88.1 % $ 746,581 68.4 % $ 784,436 81.2 % LTL $ 118,880 35.2 % $ 126,609 11.6 % $ 31,169 3.2 % Logistics $ 43,418 12.8 % $ 133,942 12.3 % $ 93,920 9.7 % Intermodal $ ( 10,507 ) ( 3.1 %) $ 48,167 4.4 % $ 42,060 4.4 % Subtotal $ 449,768 133.0 % $ 1,055,299 96.7 % $ 951,585 98.5 % All Other Segments 1 $ ( 111,615 ) ( 33.0 %) $ 36,529 3.3 % $ 14,112 1.5 % Operating income $ 338,153 100.0 % $ 1,091,828 100.0 % $ 965,697 100.0 % 1 The $ 111.6 million operating loss within our All Other Segments is primarily driven by the $ 125.5 million operating loss in the third-party insurance business. See Note 12 for further discussion regarding the third-party insurance business. 125 Table of Contents Glossary of Terms KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED 2023 2022 2021 Depreciation and amortization of property and equipment: (Dollars in thousands) Truckload $ 504,378 75.9 % $ 453,562 76.2 % $ 422,558 80.9 % LTL $ 67,144 10.1 % $ 61,819 10.4 % $ 24,844 4.8 % Logistics $ 4,165 0.6 % $ 2,407 0.4 % $ 1,357 0.3 % Intermodal $ 19,621 3.0 % $ 16,727 2.8 % $ 15,345 2.9 % Subtotal $ 595,308 89.6 % $ 534,515 89.8 % $ 464,104 88.9 % All Other Segments $ 69,654 10.4 % $ 60,466 10.2 % $ 58,492 11.1 % Depreciation and amortization of property and equipment $ 664,962 100.0 % $ 594,981 100.0 % $ 522,596 100.0 % Geographical Information In aggregate, operating revenue from the Company's foreign operations was less than 5.0 % of consolidated total revenue for each of 2023, 2022, and 2021. 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, 2023 and 2022. Customer Concentration Services provided to the Company's largest customer generated 11.2 %, 13.1 %, and 16.1 % of total revenue in 2023, 2022, and 2021, 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 2023, 2022, or 2021 . 126 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.